As filed with the Securities and Exchange Commission on January 8, 2007
Registration No. 333-139468
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Amendment No. 1 to Form S-1
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
 
 
Clearwire Corporation
(Exact name of registrant as specified in its charter)
 
         
Delaware   4899   56-2408571
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)
 
5808 Lake Washington Boulevard NE, Suite 300
Kirkland, Washington 98033
(425) 216-7600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
 
 
Broady R. Hodder
Vice President and General Counsel
Clearwire Corporation
5808 Lake Washington Boulevard NE, Suite 300
Kirkland, Washington 98033
(425) 216-7600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
 
 
Copies of all communications, including communications sent to agent for service, should be sent to:
 
         
Joshua N. Korff   Marcus J. Williams   William H. Hinman, Jr.
Kirkland & Ellis LLP
  Davis Wright Tremaine LLP   Simpson Thacher & Bartlett LLP
Citigroup Center
  2600 Century Square   2550 Hanover Street
153 East 53rd Street
  1501 Fourth Avenue   Palo Alto, California 94304
New York, New York 10023
  Seattle, Washington 98101   Tel. (650) 251-5000
Tel. (212) 446-4800
  Tel. (206) 622-3150   Fax (650) 251-5002
Fax (212) 446-4900
  Fax (206) 628-7699    
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
 


 

Explanatory Note
 
This Amendment No. 1 is being filed solely for the purpose of filing exhibits to the Registration Statement on Form S-1 (File No. 333-139468) and no changes or additions are being made hereby to the preliminary prospectus which forms part of the Registration Statement or to Items 13, 14, 15, 16(b) or 17 of Part II of the Registration Statement. Accordingly, the preliminary prospectus and Items 13, 14, 15, 16(b) and 17 of Part II of the Registration Statement have been omitted from this filing.


 

 
PART II
 
INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
Item 16.   Exhibits and Financial Statement Schedules.
 
         
  1 .1   Form of Underwriting Agreement.†
  3 .1   Third Amended and Restated Certificate of Incorporation of Clearwire Corporation.*
  3 .2   Amended and Restated Bylaws.*
  4 .1   Form of stock certificate for Class A common stock.†
  4 .2   Amended and Restated Stockholders Agreement dated March 16, 2004 among Clearwire Corporation and the parties thereto.*
  4 .3   Registration Rights Agreement dated November 13, 2003 among Flux U.S. Corporation, Clearwire Holdings, Inc. and Hispanic Information and Telecommunications Network, Inc.*
  4 .4   Registration Rights Agreement dated March 16, 2004 among Clearwire Corporation and the parties thereto.*
  4 .5   Registration Rights Agreement dated August 5, 2005 among Clearwire Corporation and certain buyers of the Senior Secured Notes.*
  4 .6   Investor Rights Agreement dated August 29, 2006 among Clearwire Corporation, Intel Pacific, Inc. and Motorola, Inc.‡
  4 .7   Securities Purchase Agreement dated August 5, 2005 among Clearwire Corporation and the buyers of the Senior Secured Notes, as amended February 16, 2006.*
  4 .8   Indenture dated August 5, 2005 among Clearwire Corporation, Clearwire LLC, Fixed Wireless Holdings, LLC, NextNet Wireless, Inc. and The Bank of New York, as Trustee, as supplemented February 16, 2006.*
  4 .9   Form of Senior Secured Note, due 2010.*
  4 .10   Form of Warrant.*
  5 .1   Opinion of Davis Wright Tremaine LLP.†
  9 .1   Voting Agreement dated August 29, 2006 between Clearwire Corporation, Intel Pacific, Inc., Intel Capital Corporation and Eagle River Holdings, LLC.
  10 .1   Advisory Services Agreement dated November 13, 2003 between Flux U.S. Corporation and COM Holdings, LLC.*
  10 .2   Indemnification Agreement dated November 13, 2003 among Flux Fixed Wireless, LLC and Flux U.S. Corporation.*
  10 .3   Form of Indemnification Agreement.*
  10 .4   Letter Agreement dated April 1, 2004 between Clearwire Corporation and Ben Wolff.*
  10 .5   Letter Agreement dated April 26, 2004 between Clearwire Corporation and Nicolas Kauser.*
  10 .6   Letter Agreement dated April 27, 2004 between Clearwire Corporation and R. Gerard Salemme.*
  10 .7   Employment Agreement dated June 28, 2004 between Clearwire Corporation and Perry Satterlee.*
  10 .8   Letter Agreement dated March 2, 2005 between Clearwire Corporation and John Butler.*
  10 .9   Clearwire Corporation 2003 Stock Option Plan, as amended.*
  10 .10   Agreement dated March 5, 2003 among Nextel Communications, Inc., Digital Radio, LLC and Craig O. McCaw.
  10 .11   Amendment to Agreement dated March 5, 2003, dated October 3, 2003, among Nextel Communications, Inc., Digital Radio, L.L.C. and Craig O. McCaw.
  10 .12   Agreement and Undertaking dated November 13, 2003 between Flux U.S. Corporation and Craig O. McCaw.


II-1


 

         
  10 .13   Master Spectrum Acquisition Agreement dated November 13, 2003 between Flux U.S. Corporation and Hispanic Information and Telecommunications Network, Inc.*
  10 .14   First Addendum and Amendment to the Master Spectrum Acquisition Agreement dated March 29, 2004 between Clearwire Corporation and Hispanic Information and Telecommunications Network, Inc.*
  10 .15   ITFS Capacity Use and Royalty Agreement dated November 13, 2003 between Hispanic Information and Telecommunications Network, Inc. and Fixed Wireless Holdings, LLC.*
  10 .16   Spectrum Access and Loan Facility Agreement dated May 24, 2005 among Clearwire Corporation, Hispanic Information and Telecommunications Network, Inc. and HITN Spectrum, LLC.*
  10 .17   Warrant Agreement dated November 13, 2003 by and between Flux U.S. Corporation and ITFS Spectrum Advisors LLC.*
  10 .18   Letter Agreement dated March 29, 2004 from Clearwire Corporation to ITFS Spectrum Advisors LLC.*
  10 .19   Spectrum Acquisition Consulting Agreement dated February 1, 2005 by and between Clearwire Corporation and ITFS Spectrum Consultants LLC.*
  10 .20   Letter Agreement dated February 1, 2005 from Clearwire Corporation to ITFS Spectrum Consultants LLC.*‡
  10 .21   Amendment and Consent dated February 1, 2005 between Clearwire Corporation to ITFS Spectrum Advisors LLC and ITFS Spectrum Consultants LLC.*
  10 .22   Second Amendment and Consent dated April 26, 2006, by and among Clearwire Corporation and ITFS Spectrum Consultants LLC.*
  10 .23   Spectrum Option Agreement dated March 29, 2004 between Clearwire Corporation and Hispanic Information and Telecommunications Network, Inc.*‡
  10 .24   EBS Capacity Use and Royalty Agreement dated September 15, 2005 between Hispanic Information and Telecommunications Network, Inc. and Clearwire Spectrum Holdings LLC.*‡
  10 .25   Form of Subscription Agreement dated August 18, 2006.
  10 .26   Market Operation, Spectrum Lease and Sublicense Agreement dated October 22, 2004 by and among the Sprint subsidiaries listed on Schedule R-1 and Fixed Wireless Holdings, LLC.‡
  10 .27   Stock Purchase Agreement dated September 30, 2004 among Craig Wireless Honolulu Inc., Craig Wireless Nevada Inc., Craig Wireless Systems Inc. and Fixed Wireless Holdings, LLC, as amended on November 30, 2004.*
  10 .28   Stock Purchase Agreement dated October 22, 2004 between Clearwire Corporation and Kenneth A. Jonsson, as amended on January 11, 2005.*
  10 .29   Subscription Agreement dated March 8, 2005 between Clearwire Corporation and Bell Canada.
  10 .30   Master Supply Agreement dated March 16, 2005 among Clearwire Corporation, Clearwire LLC, Bell Canada and BCE Nexxia Corporation.‡
  10 .31   Side Agreement dated March 16, 2005 between Clearwire Corporation, Eagle River Holdings, LLC and Bell Canada.‡
  10 .32   Credit Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada, as amended February 2006.*
  10 .33   Security Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada.*
  10 .34   Movable Hypothec Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada.*
  10 .35   Purchase Agreement dated June 6, 2005 among Wireless One of North Carolina, LLC, WaveTel NC License Corporation, WaveTel, L.L.C., WaveTel TN LLC and Fixed Wireless Holdings, LLC.*‡
  10 .36   Equipment Lease Agreement dated June 30, 2005 between Clearwire Corporation and 6311458 Canada Ltd.*


II-2


 

         
  10 .37   Purchase Agreement dated September 9, 2005 between Baypoint St. Louis, LLC, Clearwire Corporation and Clearwire Spectrum Holdings LLC.*‡
  10 .38   Purchase Agreement dated September 9, 2005 among St. Lou E, LLC, Clearwire Corporation and Clearwire Spectrum Holdings LLC.*‡
  10 .39   Vendor Agreement dated September 27, 2005 between Best Buy Purchasing LLC and Clearwire LLC.‡
  10 .40   Subscription Service Addendum to Vendor Agreement dated September 27, 2005 between Best Buy Stores, L.P. and Clearwire LLC.‡
  10 .41   Co-Marketing Agreement dated September 14, 2006 between Circuit City Stores, Inc. and Clearwire US LLC.‡
  10 .42   Purchase and Sale Agreement dated October 24, 2005 between Nextel Spectrum Acquisition Corp. and Clearwire Spectrum Holdings LLC, as amended on December 12, 2005.‡
  10 .43   Stock Purchase Agreement dated November 7, 2005 between the shareholders of WinBeam, Incorporated and Clearwire Spectrum Holdings LLC.*
  10 .44   Purchase Agreement dated November 8, 2005 between Comspec Corporation and Clearwire Spectrum Holdings LLC.*‡
  10 .45   Bundled Wireless Broadband Services Agreement dated November 23, 2005 between Clearwire LLC and America Online, Inc.‡
  10 .46   Subscription Agreement dated June 30, 2006 between Motorola, Inc. and the Clearwire Corporation.
  10 .47   Side Agreement dated June 30, 2006 between Motorola, Inc. and the Clearwire Corporation.
  10 .48   Amended and Restated Limited Liability Company Agreement dated July 12, 2006, between Clearwire US LLC and Shichinin LLC.
  10 .49   Loan Agreement dated August 21, 2006 among Clearwire Corporation, the several lenders from time to time parties thereto, JPMorgan Chase Bank, Merrill, Lynch, Pierce, Fenner & Smith Inc. and Morgan Stanley Senior Funding, Inc.*
  10 .50   Guarantee and Collateral Agreement dated August 21, 2006 made by Clearwire Corporation and certain of its subsidiaries in favor of Morgan Stanley Senior Funding, Inc.*
  10 .51   Common Stock Purchase Agreement dated June 28, 2006 between Clearwire Corporation and Intel Pacific, Inc.‡
  10 .52   Mobile Wimax Network Collaboration Agreement dated June 28, 2006 between Clearwire Corporation and Intel Corporation.‡
  10 .53   Stock Purchase Agreement dated June 30, 2006 between Motorola, Inc., Clearwire Corporation and NextNet Wireless, Inc.
  10 .54   Reserved.
  10 .55   Wireless Broadband System Services Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .56   Wireless Broadband System Infrastructure Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .57   Wireless Broadband CPE Supply Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .58   Side Letter Agreement dated June 28, 2006 between Intel Pacific, Inc., Eagle River Holdings, LLC and Clearwire Corporation.


II-3


 

         
  10 .59   Master Royalty and Use Agreement dated July 31, 2006 between Clearwire Spectrum Holdings II LLC, Chicago Instructional Technology Foundation, Inc., Denver Area Educational Telecommunications Consortium, Inc., Instructional Telecommunications Foundation, Inc., North American Catholic Educational Programming Foundation, Inc., Portland Regional Educational Telecommunications Corporation, Twin Cities Schools Telecommunications Group, Inc., and other licensees who may become parties to the agreement.‡
  10 .60   Master Royalty and Use Agreement dated October 4, 2006 between Clearwire Spectrum Holdings II LLC and Hispanic Information and Telecommunications Network, Inc.‡
  10 .61   Membership Interest Purchase Agreement dated August 9, 2006 among Clearwire Spectrum Holdings II LLC and the parties thereto.‡
  10 .62   Purchase Agreement dated August 8, 2006 between SpeedNet LLC, Clearwire Spectrum Holdings II LLC and Clearwire Corporation.‡
  10 .63   Educational Broadband Service Long Term De Facto Transfer Lease Agreement dated December 22, 2006.‡
  10 .64   Office Lease Agreement dated October 12, 2006, between Carillon Properties (Landlord) and Clearwire Corporation (Tenant).*
  10 .65   Securities Purchase Agreement dated December 7, 2005 among BASA Holding Iberia S.L.U., Clearwire Corporation and Clearwire Europe S.A.R.L.*
  10 .66   Investment Agreement, dated December 7, 2005, by and between Banda Ancha S.A., BASA Holding Iberia S.L.U. and Clearwire Europe S.A.R.L.*
  10 .67   Indemnification Agreement dated December 7, 2005 among BASA Holding Iberia S.L.U., Clearwire Corporation and Clearwire Europe S.A.R.L.*
  10 .68   MAC Telecom Stock Purchase Agreement dated August 2, 2006 between Clearwire Europe S.A.R.L., and the individuals and entities listed on the Exhibit thereto.*
  10 .69   MTH Stock Purchase Agreement dated August 2, 2006 between Clearwire Europe S.A.R.L., Axel Beghin, Charles du Bunsen, Nicholas du Chastel and Matthew Ridgwell.*
  21 .1   List of subsidiaries.
  23 .1   Consent of Deloitte & Touche LLP.*
  23 .2   Consent of Davis Wright Tremaine LLP (included in Exhibit 5.1).†
  24 .1   Powers of Attorney (included on signature page).
 
* Previously Filed.
 
** Flux U.S. Corporation changed its name to Clearwire Corporation effective February 24, 2004, and as a result all references to Flux U.S. Corporation in this index are now to Clearwire Corporation.
 
To be filed by amendment.
 
Confidential treatment requested.


II-4


 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kirkland, Washington, on this 8th day of January, 2007.
 
Clearwire Corporation
 
  By:  /s/  Craig O. McCaw
Name: Craig O. McCaw
  Title:  Chairman of the Board of Directors and Co-Chief Executive Officer
 
  By:  /s/  Benjamin G. Wolff
Name: Benjamin G. Wolff
  Title:  Co-Chief Executive Officer and
Co-President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Benjamin G. Wolff his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on January 8, 2007.
 
         
Signature
 
Title
 
/s/  Craig O. McCaw

Craig O. McCaw
  Chairman of the Board and Co-Chief Executive Officer
(Principal Executive Officer)
     
/s/  John A. Butler

John A. Butler
  Chief Financial Officer
(Principal Financial and Accounting Officer)
     
/s/  Nicolas Kauser

Nicolas Kauser
  Director


II-5


 

         
Signature
 
Title
 
/s/  R. Gerard Salemme

R. Gerard Salemme
  Director
     
/s/  David Perlmutter

David Perlmutter
  Director
     
/s/  Peter L. S. Currie

Peter L. S. Currie
  Director
     
/s/  Richard Emerson

Richard Emerson
  Director
     
    

Arvind Sodhani
  Director
     
/s/  Michael J. Sabia

Michael J. Sabia
  Director
     
/s/  Stuart M. Sloan

Stuart M. Sloan
  Director


II-6


 

 
EXHIBIT INDEX
 
         
  1 .1   Form of Underwriting Agreement.†
  3 .1   Third Amended and Restated Certificate of Incorporation of Clearwire Corporation.*
  3 .2   Amended and Restated Bylaws.*
  4 .1   Form of stock certificate for Class A common stock.†
  4 .2   Amended and Restated Stockholders Agreement dated March 16, 2004 among Clearwire Corporation and the parties thereto.*
  4 .3   Registration Rights Agreement dated November 13, 2003 among Flux U.S. Corporation, Clearwire Holdings, Inc. and Hispanic Information and Telecommunications Network, Inc.*
  4 .4   Registration Rights Agreement dated March 16, 2004 among Clearwire Corporation and the parties thereto.*
  4 .5   Registration Rights Agreement dated August 5, 2005 among Clearwire Corporation and certain buyers of the Senior Secured Notes.*
  4 .6   Investor Rights Agreement dated August 29, 2006 among Clearwire Corporation, Intel Pacific, Inc. and Motorola, Inc.‡
  4 .7   Securities Purchase Agreement dated August 5, 2005 among Clearwire Corporation and the buyers of the Senior Secured Notes, as amended February 16, 2006.*
  4 .8   Indenture dated August 5, 2005 among Clearwire Corporation, Clearwire LLC, Fixed Wireless Holdings, LLC, NextNet Wireless, Inc. and The Bank of New York, as Trustee, as supplemented February 16, 2006.*
  4 .9   Form of Senior Secured Note, due 2010.*
  4 .10   Form of Warrant.*
  5 .1   Opinion of Davis Wright Tremaine LLP.†
  9 .1   Voting Agreement dated August 29, 2006 between Clearwire Corporation, Intel Pacific, Inc., Intel Capital Corporation and Eagle River Holdings, LLC.
  10 .1   Advisory Services Agreement dated November 13, 2003 between Flux U.S. Corporation and COM Holdings, LLC.*
  10 .2   Indemnification Agreement dated November 13, 2003 among Flux Fixed Wireless, LLC and Flux U.S. Corporation.*
  10 .3   Form of Indemnification Agreement.*
  10 .4   Letter Agreement dated April 1, 2004 between Clearwire Corporation and Ben Wolff.*
  10 .5   Letter Agreement dated April 26, 2004 between Clearwire Corporation and Nicolas Kauser.*
  10 .6   Letter Agreement dated April 27, 2004 between Clearwire Corporation and R. Gerard Salemme.*
  10 .7   Employment Agreement dated June 28, 2004 between Clearwire Corporation and Perry Satterlee.*
  10 .8   Letter Agreement dated March 2, 2005 between Clearwire Corporation and John Butler.*
  10 .9   Clearwire Corporation 2003 Stock Option Plan, as amended.*
  10 .10   Agreement dated March 5, 2003 among Nextel Communications, Inc., Digital Radio, LLC and Craig O. McCaw.
  10 .11   Amendment to Agreement dated March 5, 2003, dated October 3, 2003, among Nextel Communications, Inc., Digital Radio, L.L.C. and Craig O. McCaw.
  10 .12   Agreement and Undertaking dated November 13, 2003 between Flux U.S. Corporation and Craig O. McCaw.
  10 .13   Master Spectrum Acquisition Agreement dated November 13, 2003 between Flux U.S. Corporation and Hispanic Information and Telecommunications Network, Inc.*


 

         
  10 .14   First Addendum and Amendment to the Master Spectrum Acquisition Agreement dated March 29, 2004 between Clearwire Corporation and Hispanic Information and Telecommunications Network, Inc.*
  10 .15   ITFS Capacity Use and Royalty Agreement dated November 13, 2003 between Hispanic Information and Telecommunications Network, Inc. and Fixed Wireless Holdings, LLC.*
  10 .16   Spectrum Access and Loan Facility Agreement dated May 24, 2005 among Clearwire Corporation, Hispanic Information and Telecommunications Network, Inc. and HITN Spectrum, LLC.*
  10 .17   Warrant Agreement dated November 13, 2003 by and between Flux U.S. Corporation and ITFS Spectrum Advisors LLC.*
  10 .18   Letter Agreement dated March 29, 2004 from Clearwire Corporation to ITFS Spectrum Advisors LLC.*
  10 .19   Spectrum Acquisition Consulting Agreement dated February 1, 2005 by and between Clearwire Corporation and ITFS Spectrum Consultants LLC.*
  10 .20   Letter Agreement dated February 1, 2005 from Clearwire Corporation to ITFS Spectrum Consultants LLC.*‡
  10 .21   Amendment and Consent dated February 1, 2005 between Clearwire Corporation to ITFS Spectrum Advisors LLC and ITFS Spectrum Consultants LLC.*
  10 .22   Second Amendment and Consent dated April 26, 2006, by and among Clearwire Corporation and ITFS Spectrum Consultants LLC.*
  10 .23   Spectrum Option Agreement dated March 29, 2004 between Clearwire Corporation and Hispanic Information and Telecommunications Network, Inc.*‡
  10 .24   EBS Capacity Use and Royalty Agreement dated September 15, 2005 between Hispanic Information and Telecommunications Network, Inc. and Clearwire Spectrum Holdings LLC.*‡
  10 .25   Form of Subscription Agreement dated August 18, 2006.
  10 .26   Market Operation, Spectrum Lease and Sublicense Agreement dated October 22, 2004 by and among the Sprint subsidiaries listed on Schedule R-1 and Fixed Wireless Holdings, LLC.‡
  10 .27   Stock Purchase Agreement dated September 30, 2004 among Craig Wireless Honolulu Inc., Craig Wireless Nevada Inc., Craig Wireless Systems Inc. and Fixed Wireless Holdings, LLC, as amended on November 30, 2004.*
  10 .28   Stock Purchase Agreement dated October 22, 2004 between Clearwire Corporation and Kenneth A. Jonsson, as amended on January 11, 2005.*
  10 .29   Subscription Agreement dated March 8, 2005 between Clearwire Corporation and Bell Canada.
  10 .30   Master Supply Agreement dated March 16, 2005 among Clearwire Corporation, Clearwire LLC, Bell Canada and BCE Nexxia Corporation.‡
  10 .31   Side Agreement dated March 16, 2005 between Clearwire Corporation, Eagle River Holdings, LLC and Bell Canada.‡
  10 .32   Credit Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada, as amended February 2006.*
  10 .33   Security Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada.*
  10 .34   Movable Hypothec Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada.*
  10 .35   Purchase Agreement dated June 6, 2005 among Wireless One of North Carolina, LLC, WaveTel NC License Corporation, WaveTel, L.L.C., WaveTel TN LLC and Fixed Wireless Holdings, LLC.*‡
  10 .36   Equipment Lease Agreement dated June 30, 2005 between Clearwire Corporation and 6311458 Canada Ltd.*
  10 .37   Purchase Agreement dated September 9, 2005 between Baypoint St. Louis, LLC, Clearwire Corporation and Clearwire Spectrum Holdings LLC.*‡
  10 .38   Purchase Agreement dated September 9, 2005 among St. Lou E, LLC, Clearwire Corporation and Clearwire Spectrum Holdings LLC.*‡


 

         
  10 .39   Vendor Agreement dated September 27, 2005 between Best Buy Purchasing LLC and Clearwire LLC.‡
  10 .40   Subscription Service Addendum to Vendor Agreement dated September 27, 2005 between Best Buy Stores, L.P. and Clearwire LLC.‡
  10 .41   Co-Marketing Agreement dated September 14, 2006 between Circuit City Stores, Inc. and Clearwire US LLC.‡
  10 .42   Purchase and Sale Agreement dated October 24, 2005 between Nextel Spectrum Acquisition Corp. and Clearwire Spectrum Holdings LLC, as amended on December 12, 2005.‡
  10 .43   Stock Purchase Agreement dated November 7, 2005 between the shareholders of WinBeam, Incorporated and Clearwire Spectrum Holdings LLC.*
  10 .44   Purchase Agreement dated November 8, 2005 between Comspec Corporation and Clearwire Spectrum Holdings LLC.*‡
  10 .45   Bundled Wireless Broadband Services Agreement dated November 23, 2005 between Clearwire LLC and America Online, Inc.‡
  10 .46   Subscription Agreement dated June 30, 2006 between Motorola, Inc. and the Clearwire Corporation.
  10 .47   Side Agreement dated June 30, 2006 between Motorola, Inc. and the Clearwire Corporation.
  10 .48   Amended and Restated Limited Liability Company Agreement dated July 12, 2006, between Clearwire US LLC and Shichinin LLC.
  10 .49   Loan Agreement dated August 21, 2006 among Clearwire Corporation, the several lenders from time to time parties thereto, JPMorgan Chase Bank, Merrill, Lynch, Pierce, Fenner & Smith Inc. and Morgan Stanley Senior Funding, Inc.*
  10 .50   Guarantee and Collateral Agreement dated August 21, 2006 made by Clearwire Corporation and certain of its subsidiaries in favor of Morgan Stanley Senior Funding, Inc.*
  10 .51   Common Stock Purchase Agreement dated June 28, 2006 between Clearwire Corporation and Intel Pacific, Inc.‡
  10 .52   Mobile Wimax Network Collaboration Agreement dated June 28, 2006 between Clearwire Corporation and Intel Corporation.‡
  10 .53   Stock Purchase Agreement dated June 30, 2006 between Motorola, Inc., Clearwire Corporation and NextNet Wireless, Inc.
  10 .54   Reserved.
  10 .55   Wireless Broadband System Services Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .56   Wireless Broadband System Infrastructure Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .57   Wireless Broadband CPE Supply Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .58   Side Letter Agreement dated June 28, 2006 between Intel Pacific, Inc., Eagle River Holdings, LLC and Clearwire Corporation.
  10 .59   Master Royalty and Use Agreement dated July 31, 2006 between Clearwire Spectrum Holdings II LLC, Chicago Instructional Technology Foundation, Inc., Denver Area Educational Telecommunications Consortium, Inc., Instructional Telecommunications Foundation, Inc., North American Catholic Educational Programming Foundation, Inc., Portland Regional Educational Telecommunications Corporation, Twin Cities Schools Telecommunications Group, Inc., and other licensees who may become parties to the agreement.‡
  10 .60   Master Royalty and Use Agreement dated October 4, 2006 between Clearwire Spectrum Holdings II LLC and Hispanic Information and Telecommunications Network, Inc.‡
  10 .61   Membership Interest Purchase Agreement dated August 9, 2006 among Clearwire Spectrum Holdings II LLC and the parties thereto.‡


 

         
  10 .62   Purchase Agreement dated August 8, 2006 between SpeedNet LLC, Clearwire Spectrum Holdings II LLC and Clearwire Corporation.‡
  10 .63   Educational Broadband Service Long Term De Facto Transfer Lease Agreement dated December 22, 2006.‡
  10 .64   Office Lease Agreement dated October 12, 2006, between Carillon Properties (Landlord) and Clearwire Corporation (Tenant).*
  10 .65   Securities Purchase Agreement dated December 7, 2005 among BASA Holding Iberia S.L.U., Clearwire Corporation and Clearwire Europe S.A.R.L.*
  10 .66   Investment Agreement, dated December 7, 2005, by and between Banda Ancha S.A., BASA Holding Iberia S.L.U. and Clearwire Europe S.A.R.L.*
  10 .67   Indemnification Agreement dated December 7, 2005 among BASA Holding Iberia S.L.U., Clearwire Corporation and Clearwire Europe S.A.R.L.*
  10 .68   MAC Telecom Stock Purchase Agreement dated August 2, 2006 between Clearwire Europe S.A.R.L., and the individuals and entities listed on the Exhibit thereto.*
  10 .69   MTH Stock Purchase Agreement dated August 2, 2006 between Clearwire Europe S.A.R.L., Axel Beghin, Charles du Bunsen, Nicholas du Chastel and Matthew Ridgwell.*
  21 .1   List of subsidiaries.
  23 .1   Consent of Deloitte & Touche LLP.*
  23 .2   Consent of Davis Wright Tremaine LLP (included in Exhibit 5.1).†
  24 .1   Powers of Attorney (included on signature page).
 
* Previously Filed.
 
** Flux U.S. Corporation changed its name to Clearwire Corporation effective February 24, 2004, and as a result all references to Flux U.S. Corporation in this index are now to Clearwire Corporation.
 
To be filed by amendment.
 
Confidential treatment requested.

EXHIBIT 4.6 EXECUTION VERSION INTEL/CLEARWIRE CONFIDENTIAL INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (the "AGREEMENT") dated as of August 29, 2006, is by and among Clearwire Corporation, a Delaware corporation (the "COMPANY"), Intel Pacific, Inc., a Delaware corporation ("INTEL"), and Motorola, Inc., a Delaware corporation ("MOTOROLA") (Intel and Motorola individually, an "INVESTOR," and collectively, the "INVESTORS"). WHEREAS, the Investors have acquired and hold as of the date of this Agreement shares of Class A common stock, $0.0001 par value (the "CLASS A COMMON STOCK"), and Class B common stock, $0.0001 par value (the "CLASS B COMMON STOCK"), of the Company, including those shares purchased by Intel under that certain Common Stock Purchase Agreement dated as of June 28, 2006 (the "STOCK PURCHASE AGREEMENT"), and by Motorola under that certain Subscription Agreement dated as of June 30, 2006, or other securities convertible into shares of Class A Common Stock; and WHEREAS, the Company wishes to grant certain registration rights with respect to the shares of stock of the Company issued to 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 shall mean 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 "COMMISSION" means the Securities and Exchange Commission or any other federal agency at the time administering the Act; (iv) the term "COMMON STOCK" means any and all classes of the Company's common stock as authorized pursuant to the Company's Amended Restated Certificate of Incorporation, as may be amended or restated from time to time; (v) the term "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder; (vi) the term "HOLDER" means an Investor, as long as such Investor owns Registrable Securities, any Affiliate of an Investor, and any Permitted Transferee of an Investor to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 14; 1

(vii) the terms "REGISTER," "REGISTERED" and "REGISTRATION" mean a registration effected by preparing and filing a registration statement in compliance with the Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement; (viii) the term "PERMITTED TRANSFEREE" shall mean (i) any Affiliate of an Investor or other Holder, (ii) any Person who acquires at least 5,000,000 shares of Registrable Securities from an Investor or other Holder; (ix) the term "PERSON" means an individual, corporation, limited liability company, trust, partnership, general partnership, or other entity; (x) the term "REGISTRABLE SECURITIES" means (A) any Class A Common Stock, (B) any shares of Class A Common Stock issuable upon conversion of any Class B Common Stock of the Company, and (C) any Common Stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Class A Common Stock or Class B Common Stock, in each case, held by any stockholder of the Company from time to time, including the Holders; (xi) the term "REGISTRATION EXPENSES" means all third-party expenses incurred by the Company in compliance with Section 2 and Section 3 hereof, including, without limitation, all registration and filing fees, printing expenses, accounting fees and expenses, fees and disbursements of counsel for the Company, the underwriters and one special counsel for the selling Holders, if any, blue sky fees and expenses and the third-party expenses of any special audits incident to or required by any such registration (but excluding underwriters' and brokers' discounts and commissions); (xii) the term "WARRANT HOLDERS REGISTRATION RIGHTS AGREEMENT" means that certain Registration Rights Agreement, dated as of August 5, 2005, by and among the Company and the holders of warrants to acquire shares of the Company's common stock who are parties thereto, as it exists on the date hereof; and (xii) the term "WARRANT HOLDERS SHELF REGISTRATION" means a registration of the Company's securities effected pursuant to Section 2.1 of the Warrant Holders Registration Rights Agreement. 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 or for the account of others (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 on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered) and the registration form to be used may be used for the registration of Registrable Securities (a "PIGGYBACK REGISTRATION"), the Company will: (a) give prompt written notice thereof to each Holder (which shall include a list of the jurisdictions in 2

which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws) and (b) upon the written request of a Holder given within twenty (20) days after mailing of such notice by the Company, the Company shall, subject to the provisions of this Section 2, use commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that the Holder has requested to be registered. (b) Right to Terminate Registration. The Company shall 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 securities in such registration. The Company shall give written notice of such determination to each Holder that has elected to include securities in such registration and, in the case of a determination to terminate or withdraw the registration statement, the Company shall 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 shall be permitted to delay effectiveness for any period. The expenses of such terminated, withdrawn or delayed registration shall be borne by the Company in accordance with Section 3(a)(iv). (c) Priority on Registrations. Each Holder acknowledges and agrees that its rights under this Section 2 shall 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 Shares in such registration, then the Holder may elect to withdraw its request to include any or all of its Registrable Shares in such registration. (d) Underwritten Offerings. In the event of an underwritten offering, the Company and each Holder shall 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 shall not be required under this Section 2 to include any of a Holder's securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the 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 underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. 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 the registration and the underwriting shall be allocated, (i) first, to the Company for securities that the Company proposes to register for its own account; (ii) second, to any stockholders of the Company who exercised a contractual right to demand that such registration statement be filed, on a pari passu basis based upon the Registrable Securities held by such stockholders; (iii) third, 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 holders; and (v) fourth, to other securities of the Company to be registered on behalf of any other holder. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the 3

registration. Notwithstanding the foregoing, each Holder acknowledges and agrees that the allocation provisions set forth in this Section 2(d) are subject to adjustment in certain circumstances to allow the Company to comply with its obligations to the holders of Transfer Restricted Securities under the Warrant Holders Registration Rights Agreement; provided, however, that to the extent that the cutback provisions set forth in Section 2.2b of the Warrant Holders Registration Rights Agreement have the effect of limiting the number of the Holders' Registrable Securities included in any underwritten Piggyback Registration in a manner that is disproportionate to the other holders of incidental or "piggyback" registration rights (each, a "LIMITED PIGGYBACK REGISTRATION"), any Registrable Securities that may be included in any future underwritten Piggyback Registration by holders of incidental or "piggyback" registration rights shall be allocated first to the Holders until such time as such Registrable Securities of the Holders requested to be included in the Limited Piggyback Registration but not included as a result of the foregoing have been included in such Piggyback Registration and, only thereafter, will the remaining Registrable Securities available to be included in such Piggyback Registration be allocated to the Holders and any other holders of incidental or "piggyback" registration rights on a pari passu basis based upon the Registrable Securities held by such holders. For any Holder which 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 shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons included in such "Holder," as defined in this sentence. 3. Demand and Form S-3 Registrations. (a) Demand Registration. (i) Request by Holders. If the Company shall receive at any time after six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Act, a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of Registrable Securities pursuant to this Section 3(a), then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the "REQUEST NOTICE") to all Holders, and effect, as soon as practicable, the 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 the Registrable Securities as are specified in such request and any additional requests by other Holders received by the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3(a); provided 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 Twenty-Five Million Dollars ($25,000,000). (ii) Maximum Number of Demand Registrations. Notwithstanding the limitations set forth in Section 3(a)(i), and in addition to the rights set forth therein, the Company is obligated pursuant to this Section 3(a) to effect one (1) demand registration for Intel and its Permitted Transferees and one (1) demand registration for Motorola and its Permitted Transferees; provided, however, if all of the Holders' Registrable Securities that were requested to be included in a registration pursuant to this Section 3(a) were not included in such registration 4

as a result of cutback provisions imposed by a managing underwriter pursuant to Section 3(c) or otherwise, then such registration shall not count against Holder as a demand registration under this Section 3(a)(ii) and the Company shall be obligated to effect one (1) additional registration pursuant to this Section 3(a). (iii) Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 3(a), a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed at such time and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. (iv) Expenses for Withdrawn Registrations. Notwithstanding the provisions of Section 5(a), the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 3(a) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered, unless the Holders of a majority of the Registrable Securities then outstanding agree to forfeit their right to the demand registration pursuant to this Section 3(a) (in which case such right shall be forfeited by all Holders of Registrable Securities); provided, further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company not actually known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their demand registration right pursuant to this Section 3(a) notwithstanding such withdrawal. (b) Form S-3 Registration. (i) After the Company is eligible to register Registrable Securities on Form S-3, each Holder shall have the right to demand the Company effect a registration with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance. Any such demand shall not be considered a demand registration request pursuant to Section 3(a). Upon receipt of written request, the Company shall, as soon as practicable, (i) give written notice of the proposed registration to all other Holders, and any related qualification and compliance, 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 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 10 business days after receipt of such notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b): (A) if Form S-3 is not available for such offering by the Holder; 5

(B) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Five Million Dollars ($5,000,000); (C) if the Company shall furnish to the Holder a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any twelve (12) month period for a period of not more than one hundred eighty (180) days following receipt of the request of the Holder under this Section 3(b); (D) if the Company has, within the 12 month period preceding the date of such request, already effected one (1) registration on Form S-3 pursuant to this Section 3(b); provided, however, if all of the Holders' Registrable Securities requested to be included in the prior registration were not included in the prior registration as a result of cutback provisions imposed by a managing underwriter pursuant to Section 3(c) below, then the Holders shall have the right to demand one (1) additional registration on Form S-3 during such 12-month period; or (E) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Underwriting. If the Holders initiating the registration request under this Section 3 (the "INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of its request made pursuant to this Section 3 and the Company shall include such information in the notices referred to in Section 3(a)(i) or Section 3(b)(i), as applicable. In such event, the right of any Holder to include his, her or its Registrable Securities in such registration shall 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 Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and approved by a majority in interest of the Initiating Holders. Notwithstanding any other provision of Section 3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated (i) first, to each of the Holders who exercised a contractual right, pursuant to Section 3 to demand that such registration statement be filed, on a pari passu basis based upon the Registrable Securities held by such Holders; (ii) second, 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 holders; and (iii) third, other securities of the Company to be registered on behalf of any other holder. If, as a result of the 6

cutback provisions of the preceding sentence, a Holder is not entitled to include all of its requested Registrable Shares in such registration, then the Holder may elect to withdraw its request to include any or all of its Registrable Shares in such registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. Notwithstanding the foregoing, each Holder acknowledges and agrees that (a) the allocation provisions set forth in this Section 3(c) are subject to adjustment in certain circumstances to allow the Company to comply with its obligations to the holders of Transfer Restricted Securities under the Warrant Holders Registration Rights Agreement, and (b) the obligation of the Company to effect a registration pursuant to Section 3 is subject to the Company's covenant under Section 2.1 of the Warrant Holders Registration Rights Agreement not to register any securities for certain holders in advance of registering the Transfer Restricted Securities pursuant to such agreement. 4. Registration Procedures. In the case of each registration effected by the Company pursuant to Section 2 or Section 3, the Company will use commercially reasonable efforts to effect such registration, including: (a) Prepare and file with the Commission a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, including each preliminary prospectus, which documents shall be subject to the review and comment of such counsel); (b) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than thirty (30) days and comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition thereof by the Holders holding the securities covered by the registration statement as set forth in such registration statement; (c) Furnish to each Holder promptly, and in no event more than five business days after the same is prepared and filed with the Commission, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder; (d) Use reasonable efforts to register or qualify the Registrable Securities covered by the registration statement under such other securities or blue sky laws of such United States jurisdictions as the Holder thereof may reasonably request and do any and all other acts and things that may be reasonable necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder, provided that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify for this subparagraph, (b) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction; 7

(e) Notify each Holder promptly, but in no event more than two business days after the occurrence of the event, at any time when a registration statement under the Act that registers any of such Holder's Registrable Securities is effective, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of such Holder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a fact necessary to make the statements therein not misleading; (f) Cause all such Registrable Securities to be listed on such securities exchange or market on which the Company's Common Stock is then listed; and (g) Furnish, at a Holder's request, on the date that the Holder's Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to a Holder, if Holder requests registration and (B) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any. 5. Registration Expenses; Delay. (a) Expenses of Company Registration. The Company shall 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 shall 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 shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation of this Agreement. 6. Requirement to Discontinue Disposition. Each Holder agrees that, upon receipt of any notice from Company of the happening of any event of the kind described in Section 4(e), such Holder will discontinue disposition of its Registrable Securities pursuant to such registration statement until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(e), or until such Holder is advised in writing by Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities which are current at the time of the receipt of such notice. 8

7. Information from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 or Section 3 with respect to a Holder's Registrable Securities that such Holder furnish to the Company for inclusion in the specific registration statement (and any prospectus included therein) such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder's Registrable Securities; provided that the use of such information shall be limited to the specific registration statement (or any prospectus included therein) for which it was provided and shall not be used in any summary or free writing prospectus. 8. 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 the Company (within the meaning of the Act) and any of such person's agents or representatives, its legal counsel and accountants, any underwriter and any controlling person of such underwriter, and its legal counsel against all losses, liabilities, claims, damages and expenses ("LOSSES") caused by (A) any untrue or alleged untrue statement of material fact contained in any registration statement in which such Holder is participating, 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 results from such Holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with the number of copies of the same requested by such Holder 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, liabilities, claims, damages or expenses or action as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 8 shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld). (b) Each Holder, severally and not jointly, will indemnify, to the extent permitted by law, the Company, its directors and officers and each person who controls Company (within the meaning of the Act) and any of such person's agents or representatives, its legal counsel and accountants, any underwriter and any controlling person of such underwriter, against any Losses resulting from (A) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto 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 (B) such Holder's failure to deliver a 9

copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with the number of copies of the same requested by such Holder; and each such Holder will reimburse any person intended to be indemnified pursuant to this Section 8(b) for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such losses, liabilities, claims, damages or expenses or action as such expenses are incurred provided, however, that (i) the indemnity agreement contained in this Section 8(b) shall not apply to amounts paid in settlement of any Losses if such settlement is made without the consent of the Holder, which consent shall not be unreasonably withheld, and (ii) the obligations of such Holders hereunder shall be limited to an amount equal to the net proceeds to each such Holder from the sale of Registrable Securities in the transaction giving rise to the Losses. (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. The Indemnifying Party also agrees to make such provisions, as are reasonably requested by an Indemnified Party, for contributions (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 actions that gave rise to any Losses) to such party in the event such Indemnifying Party's indemnification is unavailable for any reason; provided, however, that in no event shall any contribution by a Holder under this Section 8(c) exceed the net proceeds to such Holder from the sale of Registrable Securities in the transaction giving rise to the Losses. (d) Each party entitled to indemnification under this Section 8 (the "INDEMNIFIED PARTY") shall give 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 shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at the Indemnified Party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 8 unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation, shall, 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 from all liability in respect to such claim or litigation. The Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (e) If the indemnification provided for in this Section 8 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Losses, then 10

the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense, 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; provided, however, that in no event shall any contribution by a Holder under this Section 8(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 shall 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. (f) 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 shall be controlling. (g) The obligations of the Company and Holders under this Section 8 shall survive the completion of any offering of Registrable Securities in a registration statement under Section 2 or Section 3 and otherwise. 9. 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 from and after ninety (90) days following the effective date of the first registration under the Act filed by the Company for an offering of its Common Stock to the general public; (b) file with the Commission all reports and other documents required of the Company under the Act and the Exchange Act at any time after it has become subject to such reporting requirements; and (c) 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 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), 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. 10. "Market Stand-off" Agreement. If requested by the Company or an underwriter of capital stock or other securities of the Company in connection with the Company's initial public 11

offering, each Holder agrees not to sell or otherwise transfer or dispose of any capital stock or other securities of the Company, excluding capital stock acquired in the Company's initial public offering, held by such Holder during the 180 day period following such initial public offering, provided that all directors and officers of the Company and stockholders owning at least 2% of the Company's capital stock agree to the same transfer restrictions. Any provisions allowing for discretionary waivers or termination of the transfer restrictions in similar agreements by and among the Company and any of the Company's directors, officers, shareholders or representatives of the underwriters shall also be offered to the Holders. If requested by a managing underwriter in connection with the Company's initial public offering, such Holder shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of such period. 11. Rights Granted to Other Investors. (a) [***] This Section 11(a) will terminate upon the closing of a firmly underwritten public offering of any of the Common Stock. (b) The Company shall not grant any registration rights relating to its securities after the date hereof without the written consent of the Investors holding a majority of the Registrable Securities held by the Investors unless such rights are subordinate to or pari passu with the rights of the Investors under this Agreement. 12. Termination. The registration rights set forth in this Agreement shall terminate and not be available to each Holder on the earlier of (i) the date that the Registrable Securities then owned by such Holder can be sold without restriction in any 90-day period pursuant to Rule 144 under the Act and (ii) the date that is five (5) years following the consummation of the Company's initial public offering of its Common Stock. In addition, the registration rights set forth in this Agreement shall 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 12 the Company shall no longer be obligated to provide notice of a proposed registration to such Holder. 13. Notices. All communications provided for hereunder shall be sent by first-class mail or facsimile and (a) if addressed to a Holder, addressed to the Holder at the address or fax number set forth below such Holder's signature, or at such other address or fax number as such Holder shall have furnished to the Company in writing or (b) if addressed to the Company, to the address or fax number set forth below the Company's signature or at such other address or fax number, or to the attention of such other officer, as the Company shall have furnished to Holder in writing. Notices sent by first-class mail shall be deemed received three days after the date of deposit of such notice in the United States mail. Notices sent by facsimile shall be deemed received upon receipt by the notified party's facsimile machine. 14. No Assignment. This Agreement is personal to each Investor and shall not be assignable, by operation of law or otherwise to any third party, except as set forth herein. Notwithstanding the foregoing, any Permitted Transferee of an Investor shall be entitled to the rights granted hereunder, provided that the Company is given written notice at the time of said [*** Confidential Treatment Requested] 12

transfer or assignment identifying the name and address of the Permitted Transferee and that the Permitted Transferee assumes in writing the obligations of the Investor under this Agreement. 15. Descriptive Headings. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof. 16. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware. 17. 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. 18. 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 each 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 shall 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 shall remain in full force and effect. 19. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. 13

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: 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, WA 98033 By: /s/ Benjamin G. Wolff Facsimile No: (425) 216-7900 --------------------------------- Attn: Broady Hodder, General Counsel Name: Benjamin G. Wolff Title: Co-President & Co-CEO INVESTORS: INTEL PACIFIC, INC. Address: c/o Intel Corporation 2200 Mission College Blvd., RN6-46 By: /s/ Arvind Sodhari Santa Clara, CA 95054-1549 --------------------------------- Attn: Intel Capital Portfolio Manager Name: Arvind Sodhari Fax Number: (408) 765-6038 Title: President MOTOROLA, INC. Address: 1475 W. Shure Drive Arlington Heights, IL 60004 By: /s/ Don McLellan Facsimile No: 847-632-3020 --------------------------------- Attn: Kevin Gilbert Name: Don McLellan Title: Corporate VP With a copy to: 1303 East Algonquin Road Schaumburg, Illinois 60196 Facsimile No: (847) 576-3750 Attn: General Counsel and Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 Attention: Oscar A. David, Esq. Fax: (312) 558-5700 [SIGNATURE PAGE TO CLEARWIRE INVESTOR RIGHTS AGREEMENT]

EXHIBIT 9.1 EXECUTION VERSION INTEL/CLEARWIRE CONFIDENTIAL VOTING AGREEMENT This VOTING AGREEMENT (the "AGREEMENT") is made and entered into as of August 29, 2006, by and among Clearwire Corporation, a Delaware corporation (the "COMPANY"), Intel Pacific, Inc., a Delaware corporation ("INTEL"), Intel Capital Corporation, a Cayman Islands corporation ("INTEL SUB"), and Eagle River Holdings, LLC, a Washington limited liability company ("EAGLE RIVER"). WHEREAS, the Company and Intel have entered into, or will enter into contemporaneously herewith, a Common Stock Purchase Agreement (the "PURCHASE AGREEMENT"), under which Intel has agreed, or will agree, to purchase, and the Company has agreed, or will agree, to sell to Intel shares of the Company's Class A Common Stock, $0.0001 par value per share (the "CLASS A COMMON STOCK"), and Class B Common Stock, $0.0001 par value per share (the "CLASS B COMMON STOCK" and, together with the Class A Common Stock, the "COMMON STOCK"), subject to certain terms and conditions; WHEREAS, Intel Sub is the holder of shares of Class A Common Stock and Eagle River is the owner and holder of shares of Class A Common Stock and Class B Common Stock; WHEREAS, in connection with the transaction contemplated by the Purchase Agreement, Intel and Intel Sub shall have the right to designate and elect certain member(s) to the Company's Board of Directors ("BOARD") as provided in this Agreement; WHEREAS, the execution and delivery of this Agreement is a condition precedent to the obligations of Intel under the Purchase Agreement; and WHEREAS, in order to induce Intel to enter into the Purchase Agreement and purchase shares of Common Stock thereunder, the Company and Eagle River desire to enter into this Agreement with Intel and Intel Sub. NOW, THEREFORE, in consideration of the foregoing premises and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Agreement to Vote. Each Holder (as defined below) hereby agrees, on behalf of itself and any of its affiliates, subsidiaries, parents, stockholders, members, partners, heirs, executors, representatives, successors, transferees, and assigns, to hold, or cause to be held, all of its Shares (as defined below) subject to, and to vote, or cause to be voted, all such Shares at any regular or special meeting of the stockholders of the Company (or by written consent) in accordance with the provisions of this Agreement. For purposes of this Agreement, (i) the term "SHARES" shall mean any shares of the capital stock of the Company, including, without limitation, the Class A Common Stock, Class B Common Stock, any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution for such securities, and any other voting securities of the Company, in each case, whether currently owned or hereinafter acquired, owned of record or beneficially, directly or indirectly, or to 1

which voting power is possessed or shared, and (ii) the term "HOLDER" shall mean (1) Eagle River and any person or entity to whom Eagle River may from time to time transfer, sell, convey, or assign any Shares, (2) Intel and any person or entity to whom Intel may from time to time transfer, sell, convey, or assign any Shares, and (3) any person or entity to whom the Company may from time after the date hereof to time issue and sell shares of Class B Common Stock or any securities convertible into or exchangeable for shares of Class B Common Stock. 2. Election of Directors. Each Holder shall vote, or cause to be voted, at any regular or special meeting of the stockholders of the Company (or by written consent) its Shares in any election of directors of the Company, as may be necessary to elect as a director or directors: (a) two (2) individuals designated or nominated by Intel, who shall initially be Arvind Sodhani and David (Dadi) Perlmutter, but only if Intel, Intel Sub, and their respective affiliates own or hold, in the aggregate, Shares representing at least 15% of the outstanding capital stock of the Company; (b) one (1) individual designated or nominated by Intel, but only if Intel, Intel Sub, and their respective affiliates own or hold, in the aggregate, Shares representing at least 7.5%, but less than 15%, of the outstanding capital stock of the Company; and (c) four (4) individuals designated or nominated by Eagle River. 3. Removal of Board Members. Each Holder also agrees to vote all of such Holder's Shares from time to time and at all times in whatever manner as shall be necessary to ensure that (i) no director elected pursuant to Section 2 of this Agreement may be removed from office other than for cause unless (A) such removal is directed or approved by the affirmative vote of the Holder entitled under Section 2 to designate that director or (B) the person(s) or entity(ies) originally entitled to designate or nominate such director pursuant to Section 2 is no longer so entitled to designate or approve such director; and (ii) any vacancies created by the resignation, removal, or death of a director elected pursuant to Section 2 shall be filled pursuant to the provisions of Section 2. 4. Legend on Share Certificates. Each certificate representing any Shares owned or held by a Holder shall be endorsed by the Company with a legend reading substantially as follows: "THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT, INCLUDING THE RESTRICTIONS ON TRANSFER SET FORTH THEREIN." 2

5. Covenants of the Company. (a) The Company agrees to use its best efforts to ensure that the rights granted hereunder are effective and that the parties enjoy the benefits thereof. Such actions include, without limitation, the use of the Company's best efforts to cause the election and/or removal of the Class B Directors as provided in Sections 2 and 3 above. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the parties hereunder against impairment. (b) The Company agrees that it will not issue any shares of Class B Common Stock or any securities convertible into or exchangeable for shares of Class B Common Stock, or any securities that have or will have the right to vote with the Class B Common Stock in the election of the Class B Directors, unless the purchaser(s) of such shares or securities executes and delivers to the Company, with a true and correct copy to be provided to Intel, an Adoption Agreement, substantially in the form of Exhibit A attached hereto (the "ADOPTION AGREEMENT"), prior to such issuance and sale in which each such purchaser agrees to be bound as a Holder by, and comply with all of, the terms of this Agreement that are applicable to a Holder. 6. No Liability for Election of Recommended Directors. No party to this Agreement or any parent, subsidiary, affiliate, officer, director, stockholder, partner, retired partner, member, retired member, stockholder, employee, representative, or agent of any party, makes any representation or warranty as to the fitness or competence of any director nominee hereunder to serve on the Board by virtue of such party's execution of this Agreement or by the act of such party in voting for such director nominee pursuant to this Agreement. 7. Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent, or in any other manner permitted by applicable law. 8. Grant of Proxy. Upon the failure of any Holder to vote its Shares in accordance with the terms of this Agreement with respect to the election and removal of individuals designated or nominated by Intel, such Holder hereby grants to a stockholder designated by Intel a proxy coupled with an interest in all of the Shares of such Holder. Upon the failure of any Holder to vote its Shares in accordance with the terms of this Agreement with respect to the election and removal of individuals designated or nominated by Eagle River, such Holder hereby grants to a stockholder designated by Eagle River a proxy coupled with an interest in all of the Shares of such Holder. Each proxy granted hereby shall be irrevocable until this Section 8 is amended to remove such grant of proxy in accordance with Section 15 hereof, to vote all such Shares in the manner provided in Section 2 and 3 hereof. 3

9. Specific Enforcement. It is agreed and understood that any non-compliance with the terms of this Agreement (or any threat thereof) by the Company or any Holder would cause material irreparable damage to Intel and that the remedy at law is and will be inadequate, and that, in addition to all other remedies which it may have, Intel will be entitled to immediate specific performance and injunctive or other equitable relief without the need to post a bond or other security or prove actual damage. Further, the Company and each Holder hereby waive any claim or defense that there is an adequate remedy at law for such breach or threatened breach. 10. Execution by the Company. The Company, by its execution and delivery of this Agreement, agrees that it will cause the certificates issued after the date hereof evidencing the shares of Class B Common Stock to bear the legend required by Section 4 herein, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing shares of capital stock of the Company upon written request from such holder to the Company, at its principal office. The parties hereto hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by Section 4 herein and/or failure of the Company to supply, free of charge, a copy of this Agreement as provided under this Section 10 shall not affect the validity or enforcement of this Agreement. 11. Restrictions on Exercise of Drag Along Right Against Intel. (a) Notwithstanding Section 6 of that certain Amended and Restated Stockholders Agreement, dated as of March 16, 2004 (the "STOCKHOLDERS AGREEMENT"), the Company and Eagle River each agrees and acknowledges that Intel and Intel Sub shall have no obligation to take any action specified under Section 6 of the Stockholders Agreement in connection with the exercise of the Drag Along Right (as such term is defined in the Stockholders Agreement) or any event giving rise to a Drag Along Right, unless each of the following conditions is satisfied (each capitalized term in this Section 11(a) that is not otherwise defined shall have the meaning ascribed to it set forth in the Stockholders Agreement): (i) The Selling McCaw Entity shall be required to commit to a Transfer in a bona fide arm's-length transaction with a Person that is not an Affiliate of the McCaw Entities. (ii) The only representations, warranties or covenants that Intel or Intel Sub shall be required to make in connection with a Transfer giving rise to a Drag Along Right (such Transfer, a "COMPANY SALE") are representations and warranties with respect to its own ownership of the Company's securities to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims and reasonable covenants regarding confidentiality, publicity, and similar matters. (iii) The liability of Intel and Intel Sub with respect to any representation and warranty or covenant made by the Company in connection with a Company Sale shall be several and not joint with any other person, and any such liability shall be limited to Intel's or Intel Sub's pro rata share of the aggregate consideration payable to all 4

stockholders of the Company in the Company Sale, which may be held in escrow for a period not to exceed 12 months from the closing date of the Company Sale. (iv) Neither Intel nor Intel Sub shall be required to amend, extend or terminate any contractual or other relationship with the Company, the acquirer, or their respective affiliates. (v) Neither Intel nor Intel Sub shall be required to agree to any covenant not to compete or covenant not to solicit customers, employees, or suppliers of any party to the Company Sale. (b) Neither Intel nor Intel Sub will be bound by the Drag Along Right following any assignment of the Drag Along Right (by operation of law or otherwise) by Eagle River unless the person or entity to whom such right is assigned shall have executed a written agreement, substantially in the form of this Section 11 or pursuant to which such person becomes a party to this Agreement, and agrees to be bound by all the provisions of this Section 11. (c) Neither Intel nor Intel Sub will be bound by the Drag Along Right if Eagle River takes or consents to any action that results in the ability of any person or entity not an original party to this Agreement to exercise the Drag Along Right against Intel or Intel Sub, unless such person or entity shall have executed a written agreement, substantially in the form of this Agreement or pursuant to which such person becomes a party to this Agreement, and agrees to be bound by all the provisions of this Section 11. 12. Captions. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing or interpreting this Agreement. 13. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with regard to the subjects hereof; provided, however, that nothing in this Agreement shall be deemed to terminate or supersede the provisions of any confidentiality and nondisclosure agreements executed by the parties hereto prior to the date hereof, which agreements shall continue in full force and effect until terminated in accordance with their respective terms. 14. Notices. All notices, requests, waivers, and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to a party; (b) when sent by facsimile if sent during normal business hours of the recipient with confirmation of sending to the fax number set forth below or, if sent after normal business hours with confirmation of sending, then notice shall be deemed to have been duly given on the next business day; (c) three (3) business days after deposit in the U.S. mail with registered or certified mail return receipt requested first class, postage prepaid, and addressed to a party as set forth below; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, and addressed to a party as set forth below with next-business-day delivery guaranteed, provided that the sending 5

party receives a confirmation of delivery from the delivery service provider. All notices, requests, waivers, and other communications shall be sent to the receiving party at its address as set forth below, or to such address or facsimile number as subsequently modified by written notice given in accordance with this Section 14. (i) if to the Company, at: Clearwire Corporation 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, WA 98033 Facsimile No: (425) 216-7900 Attn: Broady Hodder, General Counsel With a copy to: Davis Wright Tremaine, LLP 1501 Fourth Avenue 2600 Century Square Seattle, WA 98121 Facsimile No: (206) 628-7699 Attn: Julie Weston, Esq. (ii) if to Intel or Intel Sub: Intel Pacific, Inc. c/o Intel Corporation 2200 Mission College Blvd., RN6-46 Santa Clara, CA 95054-1549 Attn: Intel Capital Portfolio Manager Fax Number: (408) 765-6038 With copies to: portfolio.manager@intel.com (iii) if to Eagle River, at: Eagle River Holdings, LLC 2300 Carillon Point Kirkland, WA 98033 Fax Number: 425-828-8061 Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto, but the absence of such confirmation shall not affect the validity of any such communication. 6

15. Amendments and Waivers. Any term of this Agreement may be amended, terminated, or waived only with the written consent of the Company, Intel, and Eagle River. Any amendment, termination, or waiver effected in accordance with this Section 15 shall be binding upon each transferee of the Shares, each future Holder of Shares, and the Company. 16. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to the Company, Intel, and/or any Holder, upon any breach or default under this Agreement shall impair any such right, power, or remedy of the Company, Intel, and/or any Holder, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach of default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of the Company, Intel, or a Holder of any breach of default under this Agreement or any waiver on the part of the Company, Intel, or a Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to the Company, Intel, or a Holder shall be cumulative and not alternative. 17. Stock Splits, Stock Dividends, etc. In the event of any issuance of Shares hereafter to any Holder (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Section 4. 18. Severability. Should any provision of this Agreement be determined to be illegal or unenforceable, such determination shall not affect the validity or enforceability of any other provision of this Agreement. 19. Restrictions on Transferability; Binding Effect. This Agreement shall be binding upon the Holders, their respective heirs, executors, representatives, successors, transferees, and assigns and to such additional individuals or entities that may become a Holder of the Shares. For any such transfer of shares to be deemed effective, the transferee shall have executed and delivered to the Company, with a true and correct copy to be provided to Intel and Eagle River, an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement, such transferee shall be deemed to be a Holder hereunder as if such transferee's signature appeared on the signature pages hereto. By their execution of this Agreement or any Adoption Agreement, each Holder hereunder appoints the Company as its attorney-in-fact for the purpose of executing any Adoption Agreement which may be required to be delivered hereunder. 20. Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to principles of conflicts of laws. 7

21. Counterparts. This Agreement may be executed and delivered by facsimile signature in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 8

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. CLEARWIRE CORPORATION By: /s/ Benjamin G. Wolff ------------------------------------ Name: Benjamin G. Wolff ---------------------------------- Title: Co-President & Co-CEO --------------------------------- INTEL PACIFIC, INC. By: /s/ Arvind Sodhani ------------------------------------ Name: Arvind Sodhani ---------------------------------- Title: President --------------------------------- INTEL CAPITAL CORPORATION By: /s/ Arvind Sodhani ------------------------------------ Name: Arvind Sodhani ---------------------------------- Title: President --------------------------------- EAGLE RIVER HOLDINGS, LLC By: /s/ Benjamin G. Wolff ------------------------------------ Name: Benjamin G. Wolff ---------------------------------- Title: Co-President & Co-CEO --------------------------------- [SIGNATURE PAGE TO CLEARWIRE VOTING AGREEMENT] 9

EXHIBIT A ADOPTION AGREEMENT This Adoption Agreement ("ADOPTION AGREEMENT") is executed by the undersigned (the "TRANSFEREE") pursuant to the terms of that certain Voting Agreement dated as of August 29, 2006 (the "AGREEMENT") by and among the Company, Intel, Intel Sub, and Eagle River. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Transferee agrees as follows: 1. Acknowledgment. Transferee acknowledges that Transferee is acquiring certain shares of the common stock of the Company (the "STOCK"), subject to the terms and conditions of the Agreement. 2. Agreement. Transferee (i) agrees that the Stock acquired by Transferee shall be deemed to be "Shares" under the Agreement, (ii) agrees to be bound as a Holder by, and comply with all of, the terms of this Agreement that are applicable to a Holder, and (ii) hereby adopts the Agreement with the same force and effect as if Transferee were originally a party thereto. 3. Notice. Any notice required or permitted by the Agreement shall be given to Transferee at the address listed beside Transferee's signature below. EXECUTED AND DATED this ______ day of _____________. TRANSFEREE: By: ------------------------------------ Name and Title ------------------------- Address: ------------------------------- Fax: ----------------------------------- Accepted and Agreed: CLEARWIRE CORPORATION: By: --------------------------------- Title: ------------------------------

Exhibit 10.10 AGREEMENT This Agreement (this "AGREEMENT") is entered into as of March 5, 2003, by and among Nextel Communications, Inc., a Delaware corporation (the "COMPANY"), Digital Radio, L.L.C., a Washington limited liability company ("INVESTOR") and Craig O. McCaw ("INDIVIDUAL"). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth in Article 5 of this Agreement. RECITALS A. On April 4, 1995, the Company, Investor and Individual entered into the Securities Purchase Agreement (as amended through the date hereof, the "SPA"). B. Pursuant to the SPA, on July 28,1995, Investor purchased, among other things, shares of Class A Convertible Redeemable Preferred Stock of the Company ("CLASS A PREFERRED STOCK") and shares of Class B Convertible Preferred Stock of the Company ("CLASS B PREFERRED STOCK"). C. Prior to the Effective Date of this Agreement, as the holder of the Class A Preferred Shares, Investor had elected three representatives to the Board of the Company (the "INVESTOR DIRECTORS"). D. Also on April 4,1995, the Company and Eagle River, Inc., a Washington corporation ("EAGLE RIVER") entered into a Management Support Agreement (the "MANAGEMENT SUPPORT AGREEMENT") and an Incentive Option Agreement (the "INCENTIVE OPTION"). E. The Company, Investor and Individual desire to terminate certain agreements and modify their relationships as provided in this Agreement. F. The Incentive Option is not being modified and, in accordance with its terms, will remain exercisable until April 4, 2005. AGREEMENT 1. TERMINATION OF AGREEMENTS 1.1 TERMINATION OF SPA. On the Effective Date, the SPA will terminate. From and after the Effective Date, the SPA will be void and have no further force or effect. 1.2 TERMINATION OF MANAGEMENT SUPPORT AGREEMENT. On the Effective Date and from and after effective the Effective Date, the Company and Eagle River will terminate the Management Support Agreement. 2. CONDITIONS TO EFFECTIVENESS 2.1 EFFECTIVE DATE. The Effective Date of this Agreement shall be the date when all of the following actions have been taken (the "EFFECTIVE DATE"):

a. Investor shall have caused each of the Investor Directors to submit his resignation as a director to the Company, which shall provide that such resignations shall be effective upon acceptance by action of a majority of the members of the Company's Board (excluding the Investor Directors). b. The Operations Committee shall have acted by the vote of a majority of its Members at a meeting duly called, convened and held, or by unanimous action of the Operations Committee, to terminate the existence of the Operations Committee, and such action shall have been approved and ratified by the Company's Board. c. Investor as the holder of the all the issued and outstanding shares of Class A Preferred Stock shall have delivered written notice to the Company that the holder elects to convert all the outstanding shares of Class A Preferred Stock into shares of Class A Common Stock of the Company ("CLASS A COMMON STOCK"). d. Investor as the holder of the issued and outstanding shares of Class B Preferred Stock shall have surrendered certificates together with instruments of transfer duly executed for all the outstanding Class B Preferred Stock in exchange for 82 shares of Class A Common Stock. 2.2 POST-EFFECTIVE DATE COVENANT. The Company, Investor and Individual will each use its or his respective best efforts to cause each of the actions contemplated by this Section 2.2 to occur as promptly as practicable after the Effective Date. a. The Directors of the Company shall elect J. Timothy Bryan to serve the remainder of the term for the vacancy created by his resignation until the annual stockholders meeting of the Company in 2003. b. Conditional upon receiving a Required Letter, the Directors of the Company shall elect Individual to serve the remainder of the term for the vacancy created by his resignation until the annual stockholders meeting of the Company in 2004. c. Conditional upon receiving a Required Letter, the Directors of the Company shall elect Dennis M. Weibling to serve the remainder of the term for the vacancy created by his resignation until the annual stockholders meeting of the Company in 2005. d. Contemporaneously with the actions contemplated in Section 2.2 a., b. and c. the Directors of the Company shall approve and the Company shall execute indemnification agreements with Individual and Messrs. Bryan and Weibling granting to them the same indemnification granted to other non-management directors of the Company. 3. SOLE WIRELESS PLAY 3.1 EXCLUSIVE WIRELESS PARTICIPATION. From and after the Effective Date, neither Investor nor any Controlled Affiliate shall: (i)except as contemplated by Section 3.2, directly or -2-

indirectly acquire or seek to acquire any license granted by the FCC for two-way terrestrial-based mobile wireless communications systems, (ii)except for an investment constituting not more than 3% of the outstanding common stock of ATT Corporation owned by Individual and for individual investments of not more than $100,000, own any direct or indirect equity interest in a Person that engages or proposes to engage in two-way terrestrial-based mobile wireless communications systems in the region that includes any part of North America or South America, (iii)serve as an officer, director, employee, manager or consultant of or to a Person that engages or proposes to engage in two-way terrestrial-based mobile wireless communications systems in the region that includes any part of North America or South America unless in each such instance the opportunity to acquire the FCC license, own the equity interest or serve in that capacity (each a "WIRELESS OPPORTUNITY") was first offered to the Company pursuant to Section3.2. Ownership by Investor or any Controlled Affiliate of securities of Western Wireless, Inc. constituting less than three percent (3%) of its outstanding capital stock and the purchase of additional securities therein for aggregate consideration of not more than $1,000,000 in the aggregate shall not be a violation of this Section3.1 or Section3.2. The terms of this Section3.1 shall continue to apply to Investor and all Controlled Affiliates until February 13, 2004. As used in this Agreement, "MOBILE" systems include all vehicular and other portable (hand held or otherwise) systems. 3.2 FIRST RIGHT TO WIRELESS OPPORTUNITY. If Investor or any of the other Controlled Affiliates becomes aware of a Wireless Opportunity, that Person shall give notice to the Company under Section6.2 of the Wireless Opportunity and, to the extent known, of the circumstances surrounding the Wireless Opportunity. As promptly as practicable following such notification, the President shall report to the Board his recommendation concerning whether the Company should pursue the Wireless Opportunity. Following the report of the President, not more than 30days after such notification, a majority of Disinterested Directors will elect whether or not to pursue such Wireless Opportunity. If the Company elects not to pursue such Wireless Opportunity, Investor, Individual and their respective Affiliates shall be free to pursue that Wireless Opportunity for its, his or their own account on terms no more favorable to the other party than those offered to the Company. The Company, Investor and Individual shall use their respective good faith best efforts to create and put in place appropriate mechanisms to ensure reasonable and effective protection for confidential information of Investor or Individual disclosed pursuant to this Section3.2. 3.3 CONFIDENTIAL INFORMATION AND ACTUAL OR POTENTIAL CONFLICTS. If Investor, Individual or any of the other Controlled Affiliates pursued a "wireless opportunity" under Section8.3(b) of the SPA or pursues a Wireless Opportunity for its or their own account as permitted by Section3.2, the Company, Investor and Individual shall use their respective good faith best efforts to create and put in place appropriate mechanisms to ensure reasonable and effective protection for confidential information of the Company and otherwise to minimize the prospect of any apparent or actual conflict of interest between pursuit of such Wireless Opportunity and the conduct of the Company's wireless communications businesses. The obligations of Investor and Individual under the preceding sentence shall continue for so long as it or he, or any of their respective Affiliates, equity holders, officers, directors, managers, employees or nominees are or is proposed to be a Director or an officer of the Company, and shall be in addition to, and not a limitation on or in lieu of, any other obligations imposed on such Persons or entities pursuant to applicable Law or fiduciary obligations. -3-

4. REPRESENTATIONS AND WARRANTIES 4.1 By COMPANY. The Company hereby represents and warrants to Investor and Individual that: a. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate or other power and authority to carry on its business as now conducted, and to enter into and to perform this agreement. b. The Company has taken all necessary corporate action to authorize the execution and delivery and, when the actions necessary to the Effective Date have occurred, the performance of this Agreement. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors' rights generally and by general equitable principles. c. To the best of the Company's knowledge, it has complied with all of its obligations and performed all of its duties under the SPA to and including the Effective Date, and it is not aware of any existing breach by Individual or Investor of their respective obligations or duties under the SPA. 4.2 BY INVESTOR. Investor hereby represents and warrants to the Company that: a. The Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Washington and has all requisite limited liability company or other power and authority to carry on its business as now conducted, and to enter into and to perform this agreement. b. The Investor has taken all necessary action to authorize the execution and delivery and the performance of this Agreement. This Agreement has been duly executed and delivered by the Investor and constitutes a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors' rights generally and by general equitable principles. c. To the best of the Investor's knowledge, it has complied with all of its obligations and performed all of its duties under the SPA to and including the Effective Date, and it is not aware of any existing breach by the Company of its obligations and duties under the SPA. 4.3 BY INDIVIDUAL. Individual represents and warrants to the Company that: a. Individual is a resident of the State of Washington and is authorized to execute, deliver and perform this Agreement without the need to obtain the consent or -4-

approval of any third party (other than any such consent or approval already obtained). This Agreement has been duly executed and delivered by Individual and constitutes a valid and binding agreement of Individual enforceable against Individual in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors' rights generally and by general equitable principles. b. Individual Controls Eagle River and Eagle River has taken all necessary corporate action to authorize the termination of the Management Support Agreement. c. To the best of the Individual's knowledge, he and his Controlled Affiliates have complied with all of his and their respective obligations and performed all of its duties under the SPA to and including the Effective Date, and he is not aware of any existing breach by the Company of its obligations and duties under the SPA. 5. DEFINITIONS 5.1 CERTAIN DEFINITIONS "AFFILIATE" means, as to any Person, another Person that directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. For the purposes of this definition, "CONTROL" when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing; provided, that the term "CONTROLLED AFFILIATE" as used herein includes Individual and any Affiliate of Individual that is, at the relevant time, Controlled by Individual; and further provided, that the Company and Investor shall not be deemed to be direct or indirect Affiliates of each other. "BOARD" means the Board of the Company. "DIRECTORS" means any and all of the duly elected members of the Board. "DISINTERESTED DIRECTOR" means with respect to any contract or transaction between the Company and any other Person that is the subject of any vote by the Board, members of the Board who would not be a party to, or who would not have a financial interest in, such contract or transaction (an "INTERESTED PARTY") and are not at the time of such vote and are not expected to become following such vote either Directors of the Company who are nominees of, or who are Affiliates of, such an Interested Party or officers, directors, or employees of, and do not have (and are not expected to receive) a financial interest in, such an Interested Party. For purposes of this definition, no person would be deemed not to be a Disinterested Director solely because such person is the beneficial owner of any voting securities of the Company, but no Director that is an Affiliate of Investor or of any of its Controlled Affiliates shall be a Disinterested Director -5-

for purposes of considering any Wireless Opportunity or any transaction with Investor or any of its Affiliates. "FCC" means the Federal Communications Commission. "GOVERNMENTAL AUTHORITY" means any governmental or political subdivision or department thereof, any governmental or regulatory body, commission, board, bureau, agency or instrumentality, or any court or arbitrator or alternative dispute resolution body, in each case whether domestic or foreign, federal, state or local. "LAW" means any domestic or foreign, federal, state or local law, statute, ordinance, rule or regulation. "PERSON" means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other, entity of whatever nature or a group, including without limitation any pension, profit sharing or other benefit plan or trust. "REQUIRED LETTER" means an undated resignation letter from the individual being elected which resignation can be accepted by the Board if the stockholders of the Company do not ratify his election at the next annual meeting of the Company's stockholders. 5.2 OTHER DEFINITIONAL PROVISIONS. a. All terms defined in this Agreement have the defined meanings when used in any certificate, report or other documents made or delivered pursuant hereto or thereto, unless the context otherwise requires. b. Terms defined in the singular have a comparable meaning when used in the plural, and vice versa. c. As used herein, the neuter gender also denotes the masculine and feminine, and the masculine gender also denotes the neuter and feminine, where the context so permits. d. The words "INCLUDE," "INCLUDING" and "OR" mean without limitation by reason of enumeration. 6. GENERAL 6.1 PUBLIC ANNOUNCEMENTS. Except as required by Law, the exercise of fiduciary duty or the policies or rules of any stock exchange (or the NASDAQ-NMS) on which the Company's securities are listed, the form and content of all press releases or other public communications of any sort relating to the subject matter of this Agreement, and the method of their release, or publication thereof by any of the parties hereto or their respective Affiliates, shall be subject to the prior approval of Investor and the Company, which approval shall not be unreasonably withheld or delayed. -6-

6.2 NOTICES. All notices, demands, requests, certificates or other communications under this Agreement shall be in writing and shall be deemed to have been duly given when (i)hand delivered, (ii)sent by facsimile transmission or by tested or otherwise authenticated telex or cable, (iii)one day after sent by commercial courier guaranteeing next business day delivery or (iv)five days after posting in the United States mail having been sent by registered or certified mail return receipt requested, addressed as follows: (i) if to Company: Nextel Communications, Inc. 2001 Edmund Halley Drive Reston, VA 20191 Attention: Timothy M. Donahue, President Facsimile: (703)433-4352 with a copy to: Nextel Communications, Inc. 2001 Edmund Halley Drive Reston, VA 20191 Attention: Leonard J. Kennedy, General Counsel Facsimile: (703)433-4846 (ii) if to Individual or Investor: Digital Radio, L.L.C. 2320 Carillon Point Kirkland, WA 94104-2675 Attention: Dennis Weibling Facsimile: (206)828-8060 with a copy to: Digital Radio, L.L.C. 2320 Carillon Point Kirkland, WA 94104-2675 Attention: J. Timothy Bryan Facsimile: (206)828-8060 Any communication delivered after business hours or on a Saturday, Sunday or legal holiday at the place designated in such delivery shall be deemed for purposes of computing any time period hereunder to have been delivered on the next business day. 6.3 EXPENSES. Each party shall bear its own expenses, including the fees and expenses of any attorneys, accountants, investment bankers, brokers, finders or other intermediaries or other Persons engaged by Investor or the Company, incurred in connection with this Agreement or the other agreements contemplated hereby. -7-

6.4 BENEFITS; ASSIGNMENT. The provisions of this Agreement shall be binding upon, and inure to the benefit of, Investor and the Company and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Investor and the Company and their respective successors and permitted assigns any rights, remedies or obligations under or by reason of this Agreement. None of the rights or obligations of the Company hereunder may be assigned without the consent of Investor. None of the rights of the Investor or Individual hereunder may be assigned without the consent of the Company. 6.5 ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Agreement (which includes the Exhibits and Annexes hereto) and the other documents to be executed pursuant to Section 1.2 and the Required Letters to which either Investor or any of its Controlled Affiliates or the Company is a party constitute the entire agreement between Investor and its Controlled Affiliates, on the one hand, and the Company, on the other hand, with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both written and oral, between Investor and its Controlled Affiliates, on the one hand, and the Company, on the other hand, with respect to the subject matter hereof and thereof. This Agreement may not be amended, supplemented or otherwise modified except by an instrument in writing signed by each of the parties hereto. No waiver by either party hereto of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by such party. Any waiver by a party of a breach of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 6.6 HEADINGS. The headings in this Agreement are for convenience only and shall not affect the construction hereof. 6.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. 6.8 REMEDIES. a. Each of Investor and its Controlled Affiliates, on the one hand, and the Company, on the other hand, acknowledges that the other party (or parties) would not have an adequate remedy at Law for money damages in the event that any of the covenants or agreements of such party in this Agreement was not performed in accordance with its terms, and it is therefore agreed that each of Investor and its Controlled Affiliates, on the one hand, and the Company, on the other hand, in addition to and without limiting any other remedy or right such party may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach and enforcing specifically the terms and provisions hereof, and each of Investor and its Controlled Affiliates, on the one hand, and the Company, on the other hand, hereby waive any and all defenses such party may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. -8-

b. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 6.9 SEVERABILITY. In the event that any provision of this Agreement is deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 6.10 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. 6.11 COMMUNICATIONS ACT. Nothing in this Agreement is intended or shall be construed to diminish or affect the control of the Company or any of its subsidiaries over any FCC licenses held by the Company or such subsidiary in any manner prohibited by the Communications Act of 1934, as amended, or the rules and regulations issued by the FCC. 6.12 FURTHER ASSURANCES. Each of Investor and Individual (and his Controlled Affiliates, if appropriate) will cooperate with the Company in effecting the amendment or termination of other documents (such as, without limitation, the Company's Certificate of Incorporation and By-Laws) that may, in the Company's reasonable judgment, be necessary or desirable to reflect, confirm or conform to the matters and actions contemplated in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. NEXTEL COMMUNICATIONS, INC By: /s/ Leonard J. Kennedy ------------------------------------ Name: Leonard J. Kennedy Title: Senior Vice President and General Counsel DIGITAL RADIO, L.L.C By: /s/ Craig O. McCaw ------------------------------------ Name: Craig O. McCaw Title: Chairman and Chief Executive Officer /s/ Craig O. McCaw ---------------------------------------- CRAIG O. MCCAW, for his sole and separate estate -9-

EXHIBIT 10.11 AMENDMENT TO MARCH AGREEMENT BY AND AMONG NEXTEL COMMUMCATIONS, INC., DIGITAL RADIO, L.L.C., AND CRAIG O. MCCAW EFFECTIVE AS OF OCTOBER 3, 2003

TABLE OF CONTENTS <TABLE> <CAPTION> PAGE <S> <C> 1. Wireless Opportunity; Corporate Opportunity .......................................................... 1 2. Company Right to Buy Excess MMDS ..................................................................... 2 3. Financing for Major Transactions ..................................................................... 2 4. Notice and Exercise Procedure for Company Right to Purchase .......................................... 3 4.1 Channel Listing and Update ....................................................................... 3 4.2 Related Assets ................................................................................... 5 4.3 Company Exercise of Right ........................................................................ 5 5. Company Swap Rights .................................................................................. 6 6. Company Right of First Refusal ....................................................................... 7 7. Closing Under Company Right to Buy and Swap Rights ................................................... 8 7.1 Closing Timing and Deliveries .................................................................... 8 7.2 Conditions to All Parties' Obligations ........................................................... 9 7.3 Conditions to Acquirer's Obligation to Close ..................................................... 10 7.4 Conditions to Transferor's Obligation to Close ................................................... 11 7.5 Representations and Warranties of Acquirer in Connection with a Closing .......................... 11 7.6 Representation and Warranties of Transferor in Connection with a Closing ......................... 12 7.7 Pre-Closing Deliveries; Post-Closing Adjustments; Subsequent Closings; Further Assurances ........ 16 7.8 Claims for Breach ................................................................................ 17 7.9 Taxes ............................................................................................ 17 8. Convenants ........................................................................................... 17 8.1 Covenants ........................................................................................ 17 9. Representations and Warranties ....................................................................... 19 9.1 By Investor ...................................................................................... 19 9.2 By Individual .................................................................................... 19 9.3 By the Company ................................................................................... 20 10. Definitional Provisions .............................................................................. 20 10.1 Definitions ..................................................................................... 20 10.2 Other Definitional Provisions .................................................................. 20 11. General .............................................................................................. 24 </TABLE>

TABLE OF CONTENTS (continued) <TABLE> <CAPTION> PAGE <S> <C> 11.1 Arbitration .................................................................................... 24 11.2 Public Announcements ........................................................................... 25 11.3 Notices ........................................................................................ 25 11.4 Expenses ....................................................................................... 26 11.5 Benefits; Assignment ........................................................................... 26 11.6 Entire Agreement; Amendment and Waiver ......................................................... 26 11.7 Headings ....................................................................................... 26 11.8 Governing Law .................................................................................. 26 11.9 Severability ................................................................................... 26 11.10 Counterparts ................................................................................... 27 </TABLE> -ii-

AMENDMENT TO MARCH AGREEMENT This Amendment effective as of October 3, 2003 (this "AMENDMENT") to amend the Agreement dated as of March 5, 2003 (the "MARCH AGREEMENT") by and among Nextel Communications, Inc., a Delaware corporation (the "COMPANY"), Digital Radio, L.L.C., a Washington limited liability company ("INVESTOR") and Craig O. McCaw ("INDIVIDUAL"). RECITALS A. Subject to the terms and conditions below, the parties have agreed to resolve a dispute as to the applicability of the "Wireless Opportunity" provisions of the March Agreement by expressly permitting Investor and Controlled Affiliates to acquire owned and leased MMDS Spectrum without first offering the opportunity to the Company. B. In order to resolve the dispute between the parties, Investor, Individual and their respective Controlled Affiliates have agreed to give the Company the rights on the terms and subject to the conditions described herein (1)until August 13, 2004 to acquire any channels of owned or leased MMDS Spectrum in excess of 6 channels owned or leased in a BTA; (2) to swap certain channels of owned or leased MMDS Spectrum; and (3) a right of first refusal on a sale of owned or leased MMDS Spectrum to a third party. C. Subject to and conditioned upon Investor and Individual entering into this agreement, the Board of the Company has renounced any interest or expectancy of the Company in excluding Investor and Individual from certain MMDS Spectrum acquisitions more specifically identified below. AGREEMENT 1. WIRELESS OPPORTUNITY; CORPORATE OPPORTUNITY. (a) The parties agree that acquisition of MMDS Spectrum by Investor and any Controlled Affiliate will not be subject to the provision of Section 3.1 or 3.2 of the March Agreement. (b) Except as stated in Section 1(a), nothing in this Amendment modifies or waives any provision of the March Agreement. Except as modified by Section 1 (a), the March Agreement remains in full force and effect. (c) The Company, having been granted the rights set forth in this Amendment with respect to MMDS Spectrum, waives and will make no claim that the acquisition of MMDS Spectrum by Individual (or by entities under his control) constitutes a usurpation of a corporate opportunity of the Company, if such acquisition (i) was the subject of a notice to the Company under the March Agreement (or its predecessor); (ii) was discussed prior to October 3, 2003, but had not been the subject of a written offer; or (iii) occurs after October 3, 2003.

2. COMPANY RIGHT TO BUY EXCESS MMDS. (a) The Company has the right to acquire under Section 4 from Investor and from any Controlled Affiliate (each, a "COM ENTITY") any MMDS Spectrum in excess of Six Retained Channels in any BTA that are owned by, leased to, or subject to contract for purchase or lease by a COM Entity. (b) "SIX RETAINED CHANNELS" means a total of six MMDS and/or ITFS channels in any BTA that are owned, leased or subject to a contract for purchase or lease by the COM Entities. The proportion of owned and leased channels in the Six Retained Channels will be in the same proportion as the proportion of owned and leased spectrum for the aggregate COM Entity MMDS Spectrum in such BTA Including both (i) channels owned or leased or subject to a contract for purchase or lease on August 14, 2004 that are to be included in the Channel Listing and Update, and (ii) channels acquired pursuant to an Acquisition Agreement that was subject to Section 3 (clauses (i) and (ii), the "COM ENTITY CHANNELS"). If the COM Entities acquires six or more MMDS and/or ITFS channels pursuant to an Acquisition Agreement and the Company does not exercise its rights under Section 3, then, at Investor's election, either (i) all channels so acquired will constitute the Six Retained Channels for the applicable geographic area, and the Company will be entitled to acquire all COM Entity Channels in that geographic area that were not acquired under the Acquisition Agreement, or (ii) the Six Retained Channels will be determined pursuant to this paragraph without regard for whether they were acquired pursuant to an Acquisition Agreement, provided that in such event, all channels in excess of the Six Retained Channels in each applicable geographic market will be subject to the provisions of Section 4. If there are not 6 channels available that are licensed to provide coverage to the entire BTA, the six channel requirement will be met by permitting the COM Entities to retain one or more sets of six channels with non-overlapping foot prints that, within any set of retained channels, cover comparable geographic areas in the BTA, or, if such channels do not provide the COM Entities with coverage to all geographic areas in the BTA that were covered by the COM Entity Channels on August 13, 2003, up to 6 channels that provide such coverage. If the channels to be retained have overlapping footprints so that the COM Entities have the use of more than six channels in any part of a BTA, the COM Entities will as part of the Closing if the Company exercises its rights under Section 4 enter into agreements with a member of the Nextel Group to provide rights to the Nextel Group member to use such channels so that the COM Entities do not have the use of more than six channels in any part of the BTA. If the Investor and the Company cannot agree on the terms for the Nextel Group's right to use such channels, then, not sooner than 30 days after giving notice that it will exercise that right if the parties do not agree, either party can initiate arbitration under Section 11.1. (c) The channels to be retained by the COM Entities will be mutually agreed by Investor and the Company, with each party acting reasonably and in good faith to determine the channels to be retained based on actual or prospective requirements of the business of the COM Entities and the Nextel Group. If the Investor and the Company cannot agree by August 20, 2004 on the channels to be included in the Six Retained Channels, either party can initiate arbitration under Section 11.1. 3. FINANCING FOR MAJOR TRANSACTIONS. -2-

(a) If on or before August 13, 2004 Investor or a Controlled Affiliate has entered into a binding commitment to acquire ownership or leasehold interests in MMDS Spectrum with a third Person (an "ACQUISITION AGREEMENT") and the cash consideration payable under the Acquisition Agreement for owned and/or leased MMDS Spectrum that will be acquired is in excess of $100 million, Investor will give notice to the Company (the "SECTION 3 NOTICE"), together with a copy of the Acquisition Agreement (including all schedules and exhibits). The Company will have 30 days after receiving the Section 3 Notice to elect whether to exercise its right to acquire any MMDS Spectrum being acquired under the Acquisition Agreement in excess of Six Retained Channels. If the Company does not elect to exercise its right under this Section 3, and subject to the provisions of Section 2(b), the provisions of Section 4 do not apply to the channels identified in the applicable Section 3 Notice. For the avoidance of doubt, Sections 5 and 6 will apply to the channels identified in the Section 3 Notice. (b) If the Company timely elects to exercise its right: (i) the Company will be required to pay on the later of (a) 60 days after receiving the Section 3 Notice, or (b) the date when payment is due under the Acquisition Agreement, the consideration payable for the excess MMDS Spectrum the Company elects to acquire; and (ii) the COM Entity will proceed as promptly as practicable to transfer to the Company, on terms consistent with those set forth under Section 7, the MMDS Spectrum in excess of Six Retained Channels that the Company elects to acquire. 4. NOTICE AND EXERCISE PROCEDURE FOR COMPANY RIGHT TO PURCHASE. 4.1 CHANNEL LISTING AND UPDATE. (a) On June 14, 2004, Investor will deliver to the Company a list (the "CHANNEL LISTING") setting out: (A) for each MMDS channel owned by a COM Entity, and for each MMDS channel under contract to be acquired by a COM Entity, (1) the FCC licensee for the channel, (2) the name of the COM Entity with rights to the channel, (3) the BTA, call sign, or other identifying information for the channel, (4) the consideration paid (or to be paid) to the seller to acquire that channel (not including legal expenses, closing costs, or other costs associated with the acquisition), (5) the Carrying Costs incurred for such channel from the date of the purchase by the COM Entity through the most recent practicable date, -3-

(6) an Asset Listing for all Related Assets associated with each channel, and (7) the Deal Expenses for the acquisition of that channel and any Related Assets. (B) for each MMDS or ITFS channel leased to a COM Entity, and for each MMDS or ITFS channel under contract to give a COM Entity the right to use the channel (1) the FCC licensee for the channel, (2) the name of the COM Entity with rights to the channel, (3) the BTA, call sign, or other identifying information for the channel, (4) the consideration paid (or to be paid) to the seller in connection with the assumption of that channel (or, if more than one channel was covered by the lease, a pro rata part thereof) (not including legal expenses, closing costs, or other costs associated with the acquisition), (5) a summary of payments due under the lease, (6) the Carrying Costs for such channel from the date the spectrum lease was assumed by the COM Entity through the most recent practicable date, (7) an Asset Listing for all Related Assets associated with each channel, and (8) the Deal Expenses for the acquisition of the channel and any Related Assets. (b) On July 13, 2004, Investor will deliver an update to the Channel Listing containing any new or additional information that would be included in a Channel Listing as of that date (the "UPDATE"). (c) With the Channel Listing and with the Update, Investor will deliver to the Company a true and correct copy of each lease or other agreement giving a COM Entity the right to use a channel identified on the Channel Listing or the Update and any Related Assets. The Company will have a period of 60 days to review the Channel Listing and 30 days to review the Update. During the period of the Company's review, Investor will provide any additional information reasonably requested by the Company to facilitate its review and understanding of the information reflected on the Channel Listing or the Update (including, in each case, the Asset Listing that is a part thereof), the terms of any channel or spectrum lease acquisition by the COM Entity, and the Carrying Costs. -4-

(d) Investor's disclosure obligation under this Section 4.1 will be limited to the extent required by the terms of any confidentiality agreement or similar undertaking in a contract with a third Person. Investor will identify the channels where disclosure is limited by this Section 4.2(d). 4.2 RELATED ASSETS. (a) "RELATED ASSETS" means the tower sites and equipment used by a Transferor in connection with any BTATC License or BTATC Spectrum Lease on or about the date of the Closing and any tower sites or equipment owned or held by a Transferor solely for use in connection with any BTATC License or BTATC Spectrum Lease. Subject to obtaining Third Party Consents, a Transferor will transfer or assign in connection with the transfer or assignment of a channel or spectrum lease, any Related Assets used, owned or held solely and exclusively in connection with the channel or spectrum lease being transferred or assigned. If a BTATC Spectrum Lease cannot be transferred at an initial Closing, Related Assets associated with the channels subject to that lease will not be transferred and the Use and Access Agreement (as defined below) for those Related Assets will not be entered into unless and until the BTATC Spectrum Lease is assigned. As to all other Related Assets (which relate solely to that lease and not to any other BTATC License or BTATC Spectrum Lease that is being transferred), subject to obtaining Third Party Consents, the Transferor and Acquiror will enter into an agreement in a form to be agreed by the parties on arm's-length terms allowing the Acquiror the use of and access to the Other Related Assets (a "USE AND ACCESS AGREEMENT"). If the Transferor and Acquiror cannot agree on the terms of the Use and Access Agreement, then, not sooner than 30 days after giving notice that it will exercise that right if the parties do not agree, either party can initiate arbitration under Section 11.1. (b) "ASSET LISTING" means a schedule identifying the Related Assets relevant to the BTATC License(s) or BTATC Spectrum Lease(s) for a particular transaction Closing which sets forth: (i) identifying information for each channel; (ii) the tower sites then used or held for use in connection, with that channel; (iii) whether the site is used solely for that channel or held for use solely for that channel or is also used with other channels; (iv) the equipment then used or held for use in connection with that channel; (v) whether the equipment is used solely for that channel or held for use solely for that channel or is also used with retained channels (whether owned or leased). 4.3 COMPANY EXERCISE OF RIGHT. (a) On August 13, 2004, or, if later, 60 days after delivery of the Channel Listing or 30 days after delivery of the Update, the Company has the right to give notice to Investor that the Company will acquire in any BTA any or all channels in excess of Six Retained Channels covered by any license owned (or under contract to be owned) by, or covered by any lease (or under any lease under contract to be acquired by) to a COM Entity (the "CALL NOTICE"). The Closing of the transaction will occur pursuant to Article 7. (b) Subject to obtaining any Third Party Consents and to the Company's right to exclude a BTATC License or BTATC Spectrum Lease and Related Assets as contemplated by Section 7.3(a), the Call Notice irrevocably obligates (i) the Company, or another member of the -5-

Nextel Group designated by the Company, to buy and the relevant COM Entity to sell the owned channels identified in the Call Notice together with their Related Assets for a purchase price equal to the consideration paid (or to be paid) to the seller to acquire that channel, plus Deal Expenses, plus the Carrying Costs for those channels for the period the channel was owned by the COM Entity and (ii) the Company to assume and the relevant COM Entity to assign in relevant part the leases for the leased channels identified in the Call Notice together with, their Related Assets for a purchase price equal to the sum of (w) any consideration paid (or to be paid) to the lessor or transferor to acquire the lease; plus (x) the assumption of all future obligations under the lease; plus (y) Deal Expenses; plus (z) the Carrying Costs for those channels for the period the channel was leased to the COM Entity. 5. COMPANY SWAP RIGHTS. (a) Subject to the conditions of Section 5.2(b), until October 3, 2006, the Company has the right to exchange: (1) any MMDS channel licensed to a member of the Nextel Group in a BTA for an MMDS channel licensed to a COM Entity In that BTA; (2) subject to obtaining any Third Party Consents, any MMDS channel leased to a member of the Nextel Group in a BTA for an MMDS channel leased to a COM Entity in that BTA; (3) subject to obtaining any Third Party Consents, either: (i) any MMDS channel owned by a Member of the Nextel Group in a BTA for an MMDS channel leased to a COM Entity in that BTA; or (ii) any MMDS Channel leased to a Member of the Nextel Group in that BTA under a Qualifying Lease of ran MMDS Channel owned by a COM Entity; (b) An exchange under this Section 5.2(a) is not permitted unless: (i) the channel that the Company receives in the exchange can be "paired" with another channel owned or leased to a member of the Nextel Group under the orders issued by the FCC in the MMDS Band Plan Proceeding; and (ii) the channels in any set of two to be exchanged have overlapping footprints covering comparable geographic areas in the BTA. (c) For each exchange the parties will jointly determine whether the value being exchanged, including coverage and other terms of any license, spectrum lease costs (taking into account the term of the lease and renewal rights as well as payments due thereunder) are comparable or whether one of the parties is losing value in the exchange. If a party is losing value, the parties will negotiate in good faith a payment to compensate the party losing value which payment will be due and payable at the closing of the exchange. If after 60 days, the parties cannot agree on whether compensation is payable or on the amount of compensation to be paid, either party can submit the matter to arbitration under Section 11.1. -6-

(d) Any exchange closing under this Section 5 will include Related Assets for the channels being exchanged and will be pursuant to Article 7 with (i) a designated Controlled Affiliate of the Company as Acquirer for the channel being transferred by the COM Entity and as Transferor for the channel being transferred by the member of the Nextel Group; and (ii) a COM Entity designated by Investor as the Acquirer for the channel being transferred by the Company (or its Affiliate) and as Transferor for the channel being transferred by the COM Entity. (e) Nextel will pay all reasonable costs associated with moving customers of both parties off the channels exchanged pursuant to this Section 5 and onto the other channel to the exchange. (f) At Nextel's request Investor will prepare a Channel Listing (in addition to the Channel Listing required under Section 4.1) to be delivered not sooner than 90 days and not later than 120 days after delivery of the request. A Channel Listing prepared pursuant to this Section 5(1) does not need to include any information regarding Deal Expenses, except for Deal Expenses related to the exchange, if any are then known. 6. COMPANY RIGHT OF FIRST REFUSAL. (a) If, on or before October 3, 2006, any COM Entity receives from or otherwise negotiates with a third Person all the material terms of an offer to purchase any owned or leased MMDS Spectrum that (i) a COM Entity acquired or is subject to a contract for purchase or lease with a COM Entity on or before August 13, 2004, or (ii) that was received in exchange for MMDS Spectrum described in clause (i), and if the COM Entity intends to pursue such sale, then Investor will provide to the Company a notice (the "OFFER NOTICE") identifying the purchaser, the MMDS Spectrum to be sold, the cash and any other consideration price to be paid or received, and all the other material terms of the proposed transaction ("OFFER TERMS"), and will deliver copies of all the documents with the third Person or its Affiliates relating to the proposed sale. If the Offer Terms include non-cash consideration, the Offer Notice will include the COM Entity's valuation of the non-cash consideration. The Company may request and the COM Entity will provide any information readily available to the COM Entity regarding the value of non-cash consideration. If the Company disagrees with the value assigned to the non-cash consideration, and if the parties cannot agree on the value, either party can initiate arbitration under Section 11.1. (b) A transaction involving a swap or exchange of MMDS Spectrum that includes some cash consideration is not subject to the provisions of this Section 6 unless the amount of cash is more than half the value of the transaction. A transaction is not subject to the provisions of this Section if it involves the sale of a business that has launched commercial service and the sale includes only that MMDS Spectrum then being used to provide commercial service. The sale of a business that has launched commercial service is subject to the provisions of this Section if it includes MMDS Spectrum that is not then being used to provide commercial service, and the Offer Notice and Offer Terms will describe the business as well as the MMDS Spectrum, and, if the Company elects to purchase, it must purchase the MMDS Spectrum and the business that the third Person offered to purchase. -7-

(c) The delivery of an Offer Notice is an irrevocable offer by the COM Entity to transfer the MMDS Spectrum (and, if applicable, any business described in the Offer Terms) that is subject to the Offer Notice to the Company (or any controlled Affiliate, designated by the Company) for a cash purchase price equal to the total value of the consideration described in the Offer Terms and on the other terms set forth in the documents with the third Person that accompanied the Offer Notice. The Company will have a 30 day period in which to accept such offer as to all (but not less than all) of the MMDS Spectrum (and, if applicable, any business described in the Offer Terms) covered by the Offer Notice. Such acceptance will be irrevocable. If the Company exercises its right, the closing of the transaction will occur as provided in the offer from the third Person and, to the extent not defined by the Offer Terms, in accordance with Sections 7.1 through 7.8. If the Offer Terms include the sale of a business, the representations and warranties related to the business will be those set forth in the Offer Terms, or, if there are none stated in the Offer Terms, customary representations and warranties, as the parties may agree. If the parties cannot agree, then, not sooner than 30 days after giving notice that it will exercise that right if the parties do not agree, either party can initiate arbitration under Section 11.1. (d) If the Company rejects or fails to timely exercise its right to purchase under Section 6.(a), the COM Entity will be entitled to consummate the sale of all (but not less than all) of the owned or leased MMDS Spectrum (and, if applicable, any related business) described in the Offer Notice to the third Person identified in the Offer Terms at a price and other terms not less favorable to the purchaser in any material respect than the Offer Terms. If a closing to consummate a sale permitted by this Section 6 has not occurred within one year of the Offer Notice, the sale may not be completed without repeating the procedures of this Section 6. (e) If a COM Entity did an exchange that included both MMDS Spectrum that was acquired or to which rights were acquired by a COM Entity before August 13, 2004, and MMDS Spectrum acquired after that date, and if there is a subsequent sale of fee MMDS Spectrum received in the exchange, then it will be presumed for purposes of this Section 6 that the MMDS Spectrum being sold was, to the extent of the value of the pre-August 13, 2004 spectrum, received in exchange for the pre-August 14, 2004 MMDS Spectrum. 7. CLOSING UNDER COMPANY RIGHT TO BUY AND SWAP RIGHTS. 7.1 CLOSING TIMING AND DELIVERIES. (a) The initial closing of the transfers and assignments contemplated by Section 4 or Section 5 (each a "CLOSING") will each occur 14 days after the conditions set forth in Section 7.2 through 7.4 have been first satisfied or waived. (A) Each Acquiror will deliver at the initial Closing: (1) cash in an amount equal to the purchase price payable, less the purchase price for assets or rights that cannot transfer at that Closing because Third Party Consents have not been obtained, plus any Carrying Costs payable; -8-

(2) an executed instrument of assignment and assumption in the form agreed by the parties assuming Transferor's obligations under any agreements relating to spectrum leases or Related Assets to be transferred for which Third Party Consents are not required or have been obtained; (3) evidence that any amendments, modifications or other consideration due to third Persons as contemplated by Section 8.1(d) have been made and/or delivered; (4) executed Use and Access Agreements for any Related Assets that are to be made available to the Acquiror as set forth in Section 4.2(a). (5) the officer's certificate described in Section 7.4(c). (B) Each Transferor will deliver at the initial Closing: (1) an executed instrument of assignment and assumption in the form agreed by the parties transferring Transferor's rights under any agreements relating to spectrum leases or Related Assets to be transferred for which Third Party Consents are not required or have been obtained; (2) a bill of sale (or one or more real property deeds, if there are Owned Towers to be transferred) for any Related Assets that are to transfer for which any Third Party Consents are not required or have been obtained; (3) executed Use and Access Agreements for any Related Assets that are to be made available to the Acquiror as set forth in Section 4.2(a). (4) the officer's certificate described in Section 7.3(c). (b) If an initial Closing has occurred, but at the time of the initial Closing there were Third Party Consents to obtain in order to transfer all the assets and rights that are to be transferred under the Call Notice, then on the 180th day after the initial Closing, or on such other day as the parties may agree, there will be a subsequent closing and the parties will make the deliveries described in Section, 7.1(a) with respect to the additional assets and other rights that can be transferred at the time of the subsequent Closing. 7.2 CONDITIONS TO ALL PARTIES' OBLIGATIONS. The obligations of each Acquiror on the one hand and each Transferor on the other hand to effect a Closing are subject to the satisfaction (or waiver by the Company and Investor) at or prior to the Closing of each of the following conditions: -9-

(a) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction will be in effect or pending which materially delays, restrains, enjoins, or seeks to prohibit the Closing. (b) Any waiting period under the HSR Act applicable to the transactions to occur at the Closing will have expired or been earlier terminated. (c) The transfer of any BTATC Licenses will have been authorized by a Final Order. (d) If the Closing is occurring under Section 5, any Third Party Consent necessary to exchange either of the BTATC Spectrum Leases in any set to be exchanged will have been obtained. 7.3. CONDITIONS TO ACQUIROR'S OBLIGATION TO CLOSE. The obligation of the Acquiror to effect a Closing and to pay the consideration due at that Closing is subject to the satisfaction (or waiver by Acquiror) at or prior to the Closing of each of the following conditions: (a) The representations and warranties of each Transferor set forth in Section 7.6 will be true in all material respects as of the date of the Closing, or, (A) if any representation or warranty relating to a BTATC License is not true in any material respect because of any action or inaction by a COM Entity, or because of a discovery of facts or circumstances not known by a COM Entity at the time it was acquired, then (A) the parties have agreed to an adjustment of the purchase price that takes into account the impairment and the BTATC License and Related Assets will be transferred; or (B) the Acquiror has elected not to purchase the affected BTATC License and Related Assets and the purchase price has been adjusted; and (B) if any representation or warranty relating to a BTATC Spectrum Lease is not true in any material respect because of any action or inaction by a COM Entity, or because of a discovery of facts or circumstances not known by a COM Entity at the time it was acquired, then (A) the parties have agreed to an adjustment of the purchase price that takes into account the impairment and the BTATC Spectrum Lease and Related Assets will be transferred; or (B) the Acquiror has elected not to acquire the affected BTATC Spectrum Lease and Related Assets and the purchase price has been adjusted; (C) if any representation or warranty relating to a Related Asset is not true in any material respect because of any action or inaction by a COM Entity, or because of a discovery of facts or circumstances not known by a COM Entity at the time it was acquired, the parties have either agreed (A) to an appropriate adjustment or arrangement, or (B) the Acquiror has elected not to acquire that Related Asset; (D) if any representation or warranty related to a BTATC License or BTATC Spectrum Lease is untrue in any material respect, and Section 7.3(a)(A) -10-

and (a)(B) do not apply, then the Acquiror is reasonably satisfied with the disclosures and any other information provided by a Transferor in connection with any information provided in any disclosure schedule delivered by a Transferor under Section 7.6; and (E) if any representation or warranty related to a Related Asset is untrue in any material respect and Section 7.3(a)(C) does not apply, then either (A) the Acquiror has elected not to acquire the Related Asset and the BTATC License or BTATC Spectrum Lease to which it relates, and the purchase price has been adjusted; or (B) the Acquiror will close over the inaccuracy that was disclosed, and waive any claim for breach associated with the inaccuracy that was disclosed. (b) Each Transferor and its Affiliates will have performed and complied with all covenants and obligations to effect the Closing required by this Agreement to be complied with or performed prior to the Closing. (c) Acquiror will have received a certificate, dated the date of the Closing, signed by an officer of each Transferor stating that the conditions of Section 7.3(a) and (b) have been satisfied. 7.4 CONDITIONS TO TRANSFEROR'S OBLIGATION TO CLOSE. The obligation of the Transferor(s) to effect the Closing is subject to the satisfaction (or waiver by an Transferor) at or prior to the Closing of each of the following conditions: (a) The representations and warranties of Acquiror set forth in Section 7.5 will be true in all material respects as of the date of the Closing. (b) Acquiror and its Affiliates will have performed and complied with all covenants and obligations to effect the Closing required by this Agreement to be complied with or performed prior to the Closing. (c) Transferors will have received a certificate, dated the date of the Closing, signed by an officer of the Acquiror stating that the conditions of Section 7.4(a) and (b) have been satisfied. 7.5 REPRESENTATIONS AND WARRANTIES OF ACQUIROR IN CONNECTION WITH A CLOSING. At each Closing, Acquiror will represent and warrant to Transferor that on the day of the Closing: (a) Acquiror is an entity duly organized, validly existing and in good standing under the laws of the state under which it was created and has all requisite entity power and authority to carry on its business as now conducted and to enter into and perform the documents to be delivered at the Closing. (b) Acquiror has taken all necessary action for it to authorize the execution, delivery and performance of each document to be delivered by it at the Closing. Each agreement to be delivered by Acquiror at the Closing has been duly executed and delivered by Acquiror and is a -11-

valid and binding agreement of Acquiror enforceable against Acquiror in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws of general application which may affect the enforcement of creditor's rights generally and by general equitable principles. (c) Execution, delivery and performance of each document to be delivered at the Closing and the consummation of the transactions to be effected at the Closing will not result in any violation of, conflict with, constitute a default (with or without notice or lapse of time) under, or give rise to a right of termination, cancellation, acceleration of, or the imposition of any lien, claim or encumbrance under, or require any consent under or require a payment by Acquiror or any of its Affiliates to any other Person pursuant to (i) the organizational documents of Acquiror, (ii) any note, bond, debt instrument, mortgage, indenture or other agreement or instrument to which Acquiror or any of its Affiliates is a party, or (iii) any Law or Order by which Acquiror or any of its Affiliates is bound. (d) Except for those that have been made or obtained, no consent, approval, license, permit or authorization Of or registration, declaration or filing with any Governmental Authority is required to be obtained or made by Acquiror or any of its Affiliates in connection with the Closing or the transactions to be effected thereby. (e) Acquiror has no obligation to any agent, broker, or other Person for any fee or commission in connection with the Closing or the transactions to be effected thereby. 7.6 REPRESENTATIONS AND WARRANTIES OF TRANSFEROR IN CONNECTION WITH A CLOSING. At each Closing, each Transferor will represent and warrant to Acquiror that, except as set forth on the Closing Date Schedules, on the date of the Closing: (a) Transferor is an entity duly organized, validly existing and in good standing under the laws of the state under which it was created and has all requisite entity power and authority to carry on its business as now conducted and to enter into and perform the documents to be delivered at the Closing. (b) Transferor has taken all necessary action for it to authorize the execution, delivery and performance of each document to be delivered by it at the Closing. Each agreement to be delivered by Transferor at the Closing has been duly executed and delivered by Transferor and is a valid and binding agreement of Transferor enforceable against Transferor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws of general application which may affect the enforcement of creditor's rights generally and by general equitable principles. (c) Execution, delivery and performance of each document to be delivered at the Closing and the consummation of the transactions to be effected at the Closing will not result in any violation of, conflict with, constitute a default (with or without notice or lapse of time) under, or give rise to a right of termination, cancellation, acceleration of, or the imposition of any lien, claim or encumbrance under, or require any consent under or require a payment by Transferor or any of its Affiliates to any other Person pursuant to (i) the organizational documents of Transferor, (ii) any note, bond, debt instrument, mortgage, indenture, BTATC -12-

spectrum Lease, agreement relating to a Related Asset or other agreement or instrument to which Transferor or any of its Affiliates is a party, or (iii) any Law or Order by which Transferor or any of its Affiliates is bound. (d) Except for those that have been made or obtained, no consent, approval, license, permit or authorizations of or registration, declaration or filing with any Governmental Agency is required to be obtained or made by Transferor or any of its Affiliates in connection with the Closing or other transactions to effected thereby. (e) Transferor has no obligation to any agent, broker, or other Person for any fee or commission in connection with the Closing or the transactions to be effected thereby. (f) Transferor has good and valid title to all of the tangible personal property to be transferred at Closing, free and clear of any liens, claims or encumbrances, other than mechanics, carriers, repairman's or similar liens arising in the ordinary course of business or liens for taxes not yet due and payable. (g) Except as set forth on Schedule A: (i) the grant, renewal or assignment of the BTATC Licenses to the existing licensee thereof was approved by the FCC by Final Order, and (ii) the BTATC Licenses are validly issued and in full force and effect. Except as set forth on Schedule A, there is no Proceeding pending before the FCC or, to the Knowledge of the Transferor, threatened, which, if determined as requested by the moving party or as indicated in any document initiating such Proceeding, could result in the revocation, modification, restriction, cancellation, termination or non-renewal of any BTATC License or other action which is adverse to the Transferor, or the imposition of a monetary fine. Sellers have made on a timely basis all payments to the United States Government for those of the BTATC Licenses that are BTA authorizations. (h) Except as set forth on Schedule A and Schedule D, (i) the facilities subject to a BTATC License for which a certification or notification of completion of construction has been filed with the FCC ("CONSTRUCTED FACILITIES") are operating and at all times since August 1, 2003 have been operating in material compliance with the FCC authorization therefor, the Communications Act, and (ii) the Transferor is not transmitting from or otherwise operating any facility mat is not the subject of an FCC authorization. Except as set forth on Schedule D: (i) none of the facilities subject to a BTATC License (x) is authorized pursuant to an authorization which is subject to challenge before the United States Court of Appeals, or (y) is subject to any lease, sub-lease or any agreement to make it available to a third Person; (ii) no BTATC License is subject to (x) a revocation proceeding or (y) a pending request for waiver of Section 21.303 of the FCC Rules; and (iii) no Constructed Facilities are operating pursuant to special temporary or developmental authority. (i) Since January 1, 2001, all Annual FCC Reports required to be filed by Transferor with the FCC with respect to the BTATC Licenses have been timely filed. Except as set forth on Schedule D, to the Knowledge of Transferor, all Annual FCC Reports filed for calendar year 2002 or thereafter are complete and accurate. -13-

(j) Transferor has delivered to Acquiror true and complete copies of the FCC Licenses for each BTATC License, and all documents filed in any Proceeding pending at the FCC relating to the BTATC Licenses. (k) For each BTATC Spectrum Lease, Schedule E sets forth: (i) the name of the third-party lessor; (ii) the name of the Transferor entity that is the lessee; (iii) the FCC call sign or file number covering the BTATC Spectrum Lease; (iv) the channels and BTA in which the BTATC Spectrum Lease is used or useful; and (v) the expiration date of the BTATC Spectrum Lease. (l) Except as set forth on Schedule F, each BTATC Spectrum Lease is valid, binding and in full force and effect, meets all requirements of Law, and is enforceable in accordance with its terms. Transferor is the lessee under each BTATC Spectrum Lease (by entry into the BTATC Spectrum Lease, assignment of such lease, transfer of rights or other means) and has the sole right to use the spectrum under each BTATC Spectrum Lease. To the Knowledge of Transferors, other than the terms of each BTATC Spectrum Lease and the FCC Rules limiting the duration of such BTATC Spectrum Leases, there are no facts or circumstances that might (whether with or without notice, lapse of time or the occurrence of any other event) preclude the renewal or extension of such BTATC Spectrum Leases in the ordinary course. Except as set forth on Schedule F: (i) neither Transferors nor to the Knowledge of Transferors any other party to any of the BTATC Spectrum Leases has (x) failed to comply or is in breach or default thereunder or (y) claimed in any written statement that the counterparty has failed to comply or is in breach or default thereunder, and (ii) the consummation of the Closing will not cause any violation, breach or default of any BTATC Spectrum Lease or require the consent of the lessor thereunder. Except as set forth on Schedule F, no party to any BTATC Spectrum Lease has claimed, and to the Knowledge of Transferors, no party has threatened, in any written statement to any Transferor that such party has a right to terminate the BTATC Spectrum Lease prior to or at the Closing or to seek damages against any Transferor for the violation, breach or default by any Transferor of such BTATC Spectrum Lease. (m) Except as set forth on Schedule G, to the Knowledge of Transferors: (i) the grant, renewal or assignment of the FCC licenses subject to the BTATC Spectrum Leases (the "LEASED FCC LICENSES") to the existing licensee thereof was approved by the FCC by Final Order; (ii) the Leased FCC Licenses are validly issued and in full force and effect; and (iii) there is no Proceeding pending before the FCC or threatened, which, if determined as requested by the moving party or as indicated in any document initiating such Proceeding, could result in the revocation, modification, restriction, cancellation, termination or non-renewal of the Leased FCC Licenses or other action which is adverse to the licensee or any of Transferor. (n) Schedule H sets forth a true and complete list of all agreements regarding the BTATC Licenses between any Transferor and any other MMDS licensee, applicant, lessor or operator with respect to (i) interference to or from adjacent markets or spectrum within any market affecting a BTATC License, (ii) the coordination of adjacent market or in-market spectrum use, or (iii) other matters concerned with the operation of channels in adjacent markets or in the same market or agreements for the partitioning of any BTA that is the subject of a BTATC License that is a BTA authorization. Transferors have delivered to Acquiror true complete copies of all such agreements. -14-

(o) Schedule I sets forth, to the Knowledge of Transferors, a true and complete list of all agreements regarding Leased FCC Licenses between a Transferor or the licensee of such license and any other MMDS, MDS or ITFS licensee, applicant, lessor or operator with respect to (i) interference to or from adjacent markets or spectrum within any Market affecting a Leased FCC License, (ii) the coordination of adjacent market or in-market spectrum use, or (iii) other matters concerned with the operation of channels in adjacent markets or in the same market or agreements for the partitioning of any BTA that is the subject of a Leased FCC License that is a BTA authorization. Transferors have delivered to Acquiror true and complete copies of all such agreements. (p) Each of the Channel Listing and the Update delivered under Section 4 was true, correct and complete when delivered, and any additional information through the date of the Closing that would have been part of the Channel Listing or the Update had it been delivered at the Closing has been provided to Acquiror. (q) The Asset Listing relating to the Closing was true, correct and complete when delivered, and any additional information through the date of the Closing that would have been part of the Asset Listing had it been delivered at the Closing has been provided to Acquiror. (r) Each transmission tower owned by Transferor included in the Related Assets that is being transferred as contemplated by Section 7.10(a) ("OWNED TOWER") is being conveyed to Acquiror free and clear of any encumbrance that would interfere with the use of the tower as presently used by Transferor. Transferor has delivered to Acquiror true, correct and complete copies of any agreements with third Persons relating to an Owned Tower. Transferor has delivered to Acquiror true, correct and complete copies of each agreement (the "TOWER LEASES") giving Transferor a right to use a tower that is not an Owned Tower that is identified on the Asset Listing. Each of the Tower Leases is valid, binding and in full force and effect. Transferor has not and is not and, to the knowledge of Transferor, no other party to a Tower Lease has failed to comply with or is in breach or default thereunder, except for such non-compliance, breach or default that could not reasonably be expected to have a material adverse effect on Transferor's right to use the tower as presently used. Each Owned Tower is obstruction-marked and lighted to the extent required by, and in accordance with, the rules and the regulations of the Federal Aviation Administration and the FCC. (s) Transferor has all licenses, permits, certificates, approvals, registrations and other authorizations required from any Governmental Agency in connection with the ownership and operation of any business conducted using the BTATC Licenses and BTATC Spectrum Leases as currently conducted by Transferor (collectively, "PERMITS") Transferor is not in material violation of any Permit. For the avoidance of doubt, Permit does not include any FCC License. (t) Schedule J identifies each maintenance agreement or other contract providing for the maintenance, repair, servicing or other services obtained from or due to third Persons with respect to any Related Assets. Transferor has delivered true, correct and complete copies of each such agreement to Acquiror. To the knowledge of Transferor, there is no material default by any party under an agreement identified on Schedule N. -15-

(u) Transferor's use or operation of the Related Assets to be transferred at the Closing is in compliance with applicable Environmental Laws in all material respects. There are no pending or, to the knowledge of Transferor, threatened actions by or before any Governmental Authority alleging that the use or operation of the Related Assets to be transferred at the Closing by Transferor is not in compliance with applicable Environmental Laws. Transferor holds and is in compliance in all material respects with all Permits required under Environmental Laws for the operations of the Related Assets to be transferred at the Closing. (v) All physical assets identified on the Asset Listing that will be transferred to Acquiror as contemplated by Section 7.10(a) are sold AS IS, WHERE IS, AND WITH ALL FAULTS. 7.7 PRE-CLOSING DELIVERIES; POST-CLOSING ADJUSTMENTS; SUBSEQUENT CLOSINGS; FURTHER ASSURANCES. (a) Not more than 30 days and not less than 10 days before the scheduled date of any Closing, each Transferor will deliver to each Acquiror the Schedules described in Section 7.6 that would be delivered by Transferor if the Closing were occurring on the date of delivery and indicating any facts or circumstances that are expected to change prior to the Closing. Unless the Acquiror agrees otherwise, the Schedules so delivered will be updated by Transferor not less than 5 days before the Closing. The final schedules required by Section 7,6 will be delivered at Closing (the "CLOSING DATE SCHEDULES"). (b) For the initial Closing (and any subsequent Closings), not more than 60 days after the Closing or any subsequent Closing, the Transferor will submit an invoice showing in reasonable detail (i) the Carrying Costs incurred for each channel transferred at that Closing during the period from the date of the statement that was the basis for the Carrying Costs reimbursed at that Closing through the date of the Closing, and (ii) for a Closing pursuant to Section 4, Deal Related Expenses that were incurred in the period immediately preceding the Closing. Not more than 30 days after receiving the invoice, the Acquiror will pay the invoice. If there is a dispute whether the amounts on the invoice are proper, the amount not in dispute will be paid and, not sooner than 30 days after giving notice that it will exercise that right if the parties do not agree, either party can initiate arbitration under Section 11.1. (c) For a period of 180 days after the initial Closing, the parties will continue to comply with Section 8.1 (b) and (d) to obtain any governmental consent or approval or Third Party Consents that are required to accomplish any transfer that could not occur at the initial Closing because such consents or approvals had not yet been obtained. During this 180-day period, the parties will cooperate, at the expense of the Acquiror, in any reasonable arrangement designed to provide Acquiror with the benefit of any tangible asset or other right for which the parties are seeking the necessary consent or approval to make a transfer. After the 180-day period, at the request and expense of Acquiror, the parties will cooperate in any reasonable arrangement designed to provide the Acquiror with the benefit of any tangible asset or other right which might have been transferred under this Amendment. -16-

(d) Acquiror on the one hand and each Transferor on the other hand will execute and deliver any instruments and take any action as the other may reasonably request in order to evidence or complete the transactions to be effected at a Closing. 7.8 CLAIMS FOR BREACH. (a) Any claim for breach of a representation or warranty must be made by notice to the breaching party not more than 365 days after the Closing (or, with respect to assets or other rights transferred at a subsequent Closing, 365 days after the subsequent Closing) at which the breach occurred. Any claim must be in writing, must identify in reasonable detail the breach claimed and, to the extent known, the facts and circumstances giving rise to the claim. Investor and any COM Entity that requires a license or other right to use spectrum or Related Assets under this Agreement are jointly and severally liable for any claim made by the Company for breach of a representation or warranty by Investor or any other COM Entity. If a claim is made for breach of a representation or warranty, then not sooner than 60 days after giving notice that it will exercise its right to do so if the claim is not resolved, the party making the claim can initiate arbitration under Section 11.1. (b) NO PARTY TO THIS AGREEMENT IS ENTITLED TO SEEK OR RECOVER CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. CONSEQUENTIAL DAMAGES ARE, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, AND THE LIKE. 7.9 TAXES. (a) All Transfer Taxes arising out of any transfer effected at any Closing, under Article 7, and any Transfer Taxes required to effect any recording or filing with respect thereto, will be paid by the Company. If an exemption is potentially available, a COM Entity wall cooperate with any reasonable request of the Company to obtain an appropriate resale exemption certificate or other evidence to entitle the Company to claim the exemption. (b) The Company will pay all gross receipts and income tax due on gain recognized by Individual, Investor and any COM Entity on an exchange accomplished under Section 5. If, in the three year period following the exchange under Section 5, a COM Entity sells or exchanges the channels or other assets or rights received in the exchange in a taxable transaction (as determined under the Internal Revenue Code), then, not more than 10 days after closing of the subsequent sale or exchange, the COM Entity will pay the Company an amount equal to: (i) the tax paid under this Section 7.9(b) with respect to the assets that were exchanged for the assets that were subsequently sold or exchanged; plus (ii) interest on that amount from the date the Company paid the tax to the date that the COM Entity reimburses the Company at a rate equal to the Company's cost of funds on the date the Company paid the tax. 8. COVENANTS. 8.1 COVENANTS. (a) Investor, Individual, or their Controlled Affiliates will disclose, to the extent required, the terms of this Amendment in connection with any filings related to the transfer to -17-

them of MMDS Spectrum. If any information about the Nextel Group is required in connection with any such filing, the Company will cause required information to be provided to Investor. (b) From the date hereof to and including the last Closing to occur under Section 7, the Company, Investor and Individual will (and will cause their respective Affiliates, if appropriate, to) (i) cooperate with each other in the preparation and filing of all forms, notifications, reports and information, required or reasonably considered advisable by any of them pursuant to any Law (including, without limitation, the Communications Act and the HSR Act); (ii) use all commercially reasonable efforts to furnish or cause to be furnished, as promptly as practicable; all information and documents requested under such Laws; and (iii) use all commercially reasonable efforts to agree on a method to overcome any objections by any Governmental Authority to any transaction contemplated hereby. (c) When negotiating leases for MMDS Spectrum or Related Assets, Individual will cause COM Entities to use all commercially reasonable efforts, and will use commercially reasonable efforts to cause any of their Affiliates that are negotiating such leases, to have the right to assign such lease pursuant to this Amendment without the need for any consent by the lessor or any other third Person. (d) From the date hereof to and including the last Closing to occur under Section 7, Investor, the Company and Individual will (and will cause their respective Affiliates, if appropriate, to) use commercially reasonable efforts to obtain any Third Party Consents as promptly as practicable. If any third Person proposes to condition its consent on any amendment or modification to any agreement or other consideration, the proposed Transferor will promptly notify the proposed Acquiror. The decision whether to make the amendment or modification and/or to deliver any consideration will be made by the Acquiror whose consent will not be unreasonably withheld or delayed. (e) Individual will use his reasonable best efforts to cause Investor and his and its Controlled Affiliates to comply with this Amendment. (f) To the extent the Company assigns any of its rights under this Amendment to an Affiliate, the Company will use its reasonable best efforts to cause the Affiliate to comply with this Amendment. (g) Investor and Individual will use their reasonable best efforts not to become subject to, and not to permit any COM Entity to become subject to, any confidentiality or nondisclosure obligations that would limit its ability to make the disclosures required by this Amendment, and, if such obligations nonetheless arise, each will use its reasonable best efforts to obtain a waiver or consent that will permit it to make the disclosures required by this Amendment. (h) So long as Investor has any obligations under this Amendment, Individual will retain control of Investor. (i) In exercising its rights under Section 5 the Company will use its reasonable best efforts to minimize and mitigate any damage to the existing or planned business of a COM Entity. If, nonetheless, there is a material adverse affect on such business, the Company will pay -18-

the affected COM Entity reasonable compensation in an amount agreed by the parties. For purposes of this Section 8.1(i), "planned" business means that the relevant COM Entity can show it would reasonably be expected to launch commercial service in the 180-day period after the date the Company gives notice it will exercise-swap rights under Section 5. 9. REPRESENTATIONS AND WARRANTIES. 9.1 BY INVESTOR. Investor hereby represents and warrants to the company that: (a) Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Washington and has all requisite limited liability company power and authority to carry on its business as now conducted, and to enter into and to perform this agreement. (b) Investor has taken all necessary action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered by Investor and is a valid and binding agreement of Investor enforceable against Investor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application which may affect the enforcement of creditors' rights generally and by general equitable principles. (c) The execution, delivery, and performance of this Amendment and the consummation of the transactions contemplated hereby will not result in any violation of, conflict with, constitute a default (with or without notice or lapse of time) under, or give rise to a right of termination, cancellation, acceleration of, or the imposition of any lien, claim, or encumbrance under, or require any consent under or require a payment by Investor to any other Person pursuant to (i) the limited liability company agreement or other organizational documents of Investor, (ii) any note, bond, debt instrument, mortgage, indenture or other agreement or instrument to which any COM Entity is a party, or (iii) any Law or Order by which any COM Entity is bound. 9.2 BY INDIVIDUAL. Individual represents and warrants to the Company that: (a) He is a resident of the State of Washington and is authorized to execute, deliver and perform this Amendment. (b) He has duly executed and delivered this Amendment and it is a valid and binding agreement of Individual enforceable against Individual in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application which may affect the enforcement of creditors' rights generally and by general equitable principles. (c) The execution, delivery, and performance of this Amendment and the consummation of the transactions contemplated hereby will not result in any violation of, conflict with, constitute a default (with or without notice or lapse of time) under, or give rise to a right of termination, cancellation, acceleration of, or the imposition of any lien, claim, or encumbrance under, or require any consent under or require a payment by Individual to any other Person pursuant to (i) any note, bond, debt instrument, mortgage, indenture or other agreement or -19-

instrument to which Individual or any COM Entity is a party, or (ii) any Law or Order by which Individual or any COM Entity is bound. (d) Individual controls Investor. 9.3 BY THE COMPANY. The Company hereby represents and warrants to Investor and Individual that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to carry on its business as now conducted, and to enter into and to perform this Agreement. (b) The Company has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application which may affect the enforcement of creditors' rights generally and by general equitable principles. (c) The execution, delivery, and performance of this Amendment and the consummation of the transactions contemplated hereby will not result in any violation of, conflict with, constitute a default (with or without notice or lapse of time) under, or give rise to a right of termination, cancellation, acceleration of, or the imposition of any lien, claim, or encumbrance under, or require any consent under or require a payment by the Company to any other Person pursuant to (i) the certificate of incorporation, by laws or other organizational documents of the Company, (ii) any note, bond, debt instrument, mortgage, indenture or other agreement or instrument to which any member of the Nextel Group is a party, or (iii) any Law or Order by which any member of the Nextel Group is bound. 10. DEFINITIONAL PROVISIONS. 10.1 DEFINITIONS. "ACQUIROR" means, for any closing under Article 7, any Person that is buying, exchanging, assuming or otherwise acquiring a license or spectrum lease as a result of the transactions being consummated at that Closing, but only in that capacity, and does not mean that Person in its capacity as a Transferor (if applicable) at that Closing. "ACQUISITION AGREEMENT" -- see Section 3. "AFFILIATE" means, as to any Person, another Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. For the purposes of this definition, "CONTROL" when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to -20-

the foregoing. The term "Controlled Affiliate" as used herein includes Individual and any Affiliate of COM that is, at the relevant time, controlled fay COM. "AMENDMENT" - see Preamble. "ANNUAL FCC REPORTS" means those reports, filings, notices and regulatory fees required to be filed annually with the FCC by licensees, permittees, conditional licensees and operators, including reports required by Sections 21.11(a), 21.911, 21.307(d) and 21.920 of Title 47 of the Code of Federal Regulations, as such reports, filings, notices and regulatory fees may be amended or supplemented from time to time. "ARBITRATION RULES" -- see Section 11.1(a). "ASSET LISTING" -- see Section 4.2(b). "BTA" means Basic Trading Area. "BTATC LICENSE" or "BTATC SPECTRUM LEASE" means, with respect to any Closing to occur pursuant to this Agreement, an FCC license to be transferred at that Closing or a spectrum lease that, if Third Party Consents are obtained, is to be transferred at that Closing. "CALL NOTICE" -- see section 4.3(a). "CARRYING COSTS" for any channel means out of pocket costs incurred in the ordinary course of business by the entity transferring the channel during the period it owned or had the use of the channel, including, without limitation, site installation expense, real or personal property taxes associated with site leases and other Related Assets that are being transferred, lease payments for channels under spectrum leases, lease payments under site leases, maintenance and monitoring costs, site utility costs, but specifically excluding, salaries and employee costs, any allocation of overhead, professional fees associated with any acquisition, and expenses for equipment and software. "CHANNEL LISTING" -- see Section 4.1(a). "CLOSING" means the consummation of a transaction under Article 7 as contemplated by this Agreement. "CLOSING DATE SCHEDULES" -- see Section 7.7(a). "COM ENTITY" -- see Section 2(a). "COMMUNICATIONS ACT" means the communications Act of 1934, as amended and the rules and regulations promulgated thereunder. "CONSTRUCTED FACILITIES" -- see Section 7.6(h). "DEAL EXPENSES" means, for any BTATC License, BTATC Spectrum Lease or Related Assets the reasonable, out-of-pocket expenses paid by a COM Entity to unaffiliated, third-party, -21-

independent legal counsel, brokers and other advisors in connection with (i) acquiring such rights or assets that are being transferred under Sections 3 or 4; or (ii) in connection with effecting a transfer of the rights or assets to a Nextel Group member under Sections 3,4, 5, or 6 this Amendment; but deal expenses do not include the expenses incurred to obtain the Six Retained Channels or any expenses related to any interpretation, disputes or arbitration under this Amendment. Any allocation of deal expenses to the Six Retained Channels will be agreed between the parties and, if they cannot agree, not sooner than 30 days after giving notice that it will exercise that right if the parties do not agree, either party can initiate arbitration under Section 11.1. "ENVIRONMENTAL LAWS" means any law relating to the protection, preservation or restoration of the environment (including air, water, vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or to human health or safety as it relates to the environment, including any applicable provisions of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., the Clean Air Act, 33 U.S.C. Section 2601 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq., and the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq., and the regulations promulgated pursuant thereto, and all analogous state or local statutes. "FCC" means the Federal Communications Commission. "FINAL ORDER" means an action by the FCC (i) which action has not been reversed, stayed, enjoined, set aside, annulled or suspended, (ii) in relation to which no request for stay, motion or petition for reconsideration or rehearing, application or request for review, or notice of appeal or other administrative or judicial petition for review (collectively, an "Appeal") is pending, and (iii) as to which the prescribed time for filing an Appeal, and for the entry of orders staying, reconsidering, or reviewing on the FCC's or such other regulatory authority's own motion has expired. "GOVERNMENTAL AUTHORITY" means any governmental or political subdivision or department thereof, any governmental or regulatory body, commission, board, bureau, agency or instrumentality, or any court or arbitrator or alternative dispute resolution body, in each case whether domestic or foreign, federal, state or local. "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules promulgated thereunder. "ITFS" means Institutional Television Fixed Service, a class of microwave frequencies licensed by the FCC pursuant to part 74 of Title 47 of the Code of Federal Regulations, as amended and interpreted by the FCC. "KNOWLEDGE OF ACQUIROR" means the actual knowledge, without any independent investigation or inquiry, of the officers of the Acquiror. -22-

"KNOWLEDGE OF TRANSFERORS" means the actual knowledge, without any independent investigation or inquiry, of the officers of the Transferors. "LAW" means any domestic or foreign, federal, state or local law, statute, ordinance, rule or regulation. "LEASE PARTY" -- see Section 4.2(e). "LEASED" means that a Person has been given the right to use a channel licensed to another Person, and a "lease" means a channel lease or any other agreement that entitles a Person to use a channel licensed to another Person. "LEASED FCC LICENSES" -- see Section 7.6(m). "MMDS" means Multichannel Multipoint Distribution Service, a domestic transmission service licensed by the FCC pursuant to Part 21 of Title 47 of the Code of Federal Regulations, as mended and interpreted by the FCC. "MMDS SPECTRUM" means any license or lease for MMDS or ITFS channels. "MARCH AGREEMENT" -- see Preamble. "NEXTEL GROUP" means the Company and the entities controlled, directly or indirectly, by the Company. "OFFER NOTICE" -- see Section 6(a). "OFFER TERMS" -- see Section 6(a). "OWNED TOWERS" -- see Section 7.6(r). "PERMITS" -- see Section 7.6(s). "PERSON" means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other, entity of whatever nature or a group, including without limitation any pension, profit sharing or other benefit plan or trust. "PROCEEDING" means any action, arbitration, audit, hearing, complaint, inquiry, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority or arbitrator. "RELATED ASSETS" -- see Section 4.2(a). "SECTION 3 NOTICE" -- see Section 3. "SIX RETAINED CHANNELS" -- see Section 2.1(b). -23-

"THIRD PARTY CONSENTS" -- means any consent or approval from a third Person (other than a Governmental Authority) that is required under the terms of a spectrum lease, site lease or other agreement that is contemplated to be assigned under this Agreement. "TOWER LEASES" -- see Section 7.6(r). "TRANSFER TAX" means any Federal, state, county, local or other sales, use, transfer, conveyance, documentary transfer, recording or other similar tax, fee or charge imposed upon the sale, transfer, exchange, or assignment of property or any interest therein or the recording thereof, and any penalty, addition to, or interest with respect thereto (but excluding any taxes on gains or income). "TRANSFEROR" means, for any Closing under Article 7, any Person that is selling, exchanging, assigning or otherwise transferring a license or lease as a result of the transactions being consummated at that Closing, but only in that capacity, and does not mean that Person in its capacity as an Acquiror (if applicable) at that Closing. "UPDATE" -- see Section 4.1(b). "USE AND ACCESS AGREEMENT" -- see Section 4.2(a). 10.2 OTHER DEFINITIONAL PROVISIONS. (a) All terms defined in this Agreement have the defined meanings when used in any certificate, report or other documents made or delivered pursuant hereto or thereto, unless the context otherwise requires. (b) Terms defined in the singular have a comparable meaning when used in the plural, and vice versa. (c) As used herein, the neuter gender also denotes the masculine and feminine, and the masculine gender also denotes the neuter and feminine, where the context so permits. (d) The words "include," "including" and "or" mean without limitation by reason of enumeration. 11. GENERAL. 11.1 ARBITRATION. (a) If a party or a COM Entity that is a Transferor or Acquirer, or a member of the Nextel Group that is a Transferor or Acquiror desires to initiate arbitration in connection with a dispute under this Amendment then it will initiate binding arbitration proceedings for the matter to be resolved finally by arbitration under the Center for Public Resources Non-Administered Arbitration Rules ("Arbitration Rules"), which Rules are deemed to be incorporated by reference into this Section 11.1. -24-

(b) The arbitrator will be chosen, and the proceedings conducted, in general accordance with the Arbitration Rules; except that: (i) the parties to the dispute will chose one arbitrator through a self-administered process of striking names from a list of potential arbitrators and will not use the methods provided for in the Arbitration Rules; (ii) the rules of evidence employed in the federal courts at the time will apply; and (iii) discovery will be permitted in accordance with the Federal Rules of Civil Procedure. (c) The place of the arbitration will be Chicago, Illinois. (d) If any provision of this Amendment provides that a Person can initiate arbitration to resolve any matter in dispute, then no party, no COM Entity and no member of the Nextel Group can initiate any legal proceeding relating to the matter in dispute, but must proceed under this Section 11.1. 11.2. PUBLIC ANNOUNCEMENTS. Except as required by Law, the exercise of fiduciary duty or the policies or rates of any stock exchange (or the Nasdaq National Market) on which the Company's securities are listed, the form and content of all press releases or other public communications of any sort relating to the subject matter of this Amendment, and the method of their release, or publication thereof by any of the parties hereto or their respective Affiliates, shall be subject to the prior approval of Investor and the Company, which approval shall not be unreasonably withheld or delayed. 11.3 NOTICES. All notices, demands, requests, certificates or other communications under this Amendment shall be in writing and shall be deemed to have been duly given when (i) hand delivered, (ii) sent by facsimile transmission, (iii) one day after sent by commercial courier guaranteeing next business day delivery or (iv) five days after posting in the United States mail having been sent by registered or certified mail return receipt requested, addressed as follows: (i) if to the Company: Nexiel Communications, Inc. 2001 Edmund Halley Drive Reston, VA 20191 Attention: Marc Montagner Facsimile: (703) 433-4306 with a copy to: Nextel Communications, Inc. 2001 Edmund Halley Drive Reston, VA 20191 Attention: Leonard J. Kennedy, General Counsel Facsimile: (703) 433-4846 (ii) if to Investor or Individual: Eagle River, Inc. 2300 Carillon Point -25-

Kirkland, WA 98033 Attention: Craig O. McCaw Facsimile: (425) 828-8061 with a copy to: Davis Wright Tremaine 1300 SW Fifth Avenue, Suite 2300 Portland, OR 97201-5682 Attention: Benjamin Wolff Facsimile: (503) 778-5299 Any communication delivered after business hours or on a Saturday, Sunday or legal holiday at the place designated in such delivery shall be deemed for purposes of computing any time period hereunder to have been delivered on the next business day. 11.4 EXPENSES. Each party shall bear its own expenses, including the fees and expenses of any attorneys, accountants, investment bankers, brokers, finders or other intermediaries or other Persons engaged by it, incurred in connection with this Amendment, its interpretation and any disputes or arbitrations under this Amendment. 11.5 BENEFITS; ASSIGNMENT. The provisions of this Amendment shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns. Nothing in this Amendment, express or implied, is intended to confer upon any Person other than the parties and their respective successors and permitted assigns any rights, remedies or obligations under or by reason of this Amendment. The Company may assign some or all of its rights or obligations under this Amendment to any member of the Nextel Group. Except as stated in the preceding sentence, no party to this Amendment may assign its rights or obligations under this Amendment without the prior written consent of the other parties. 11.6 ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Amendment is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter hereof and thereof including, without limitation; the term sheet between the Company and FLUX Holdings, LLC regarding, among other things the WorldCom WBS Spectrum (as defined therein). This Amendment may not be amended, supplemented or otherwise modified except by an instrument in writing signed by each of the parties hereto. No waiver by either party hereto of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by such party. Any waiver by a party of a breach of this Amendment shall not operate or be construed as a waiver of any subsequent breach. 11.7 HEADINGS. The headings in this Amendment are for convenience only and shall not affect the construction hereof. 11.8 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE -26-

COMMONWEALTH OF VIRGINIA WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. 11.9 SEVERABILITY. In the event that any provision of this Amendment is deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 11.10 COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. -27-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered to be effective as of the day and year first above written. NEXTEL COMMUNICATION, INC. By: /s/ TIM DONOHUE _________________________________ Name: TIM DONOHUE _________________________________ Title: CEO _________________________________ DIGITAL RADIO, L.L.C. By: /s/ BRIAN MARCINEK --------------------------------- Name: BRIAN MARCINEK Title: VP Eagle River Investments LLC Its Manager /s/ CRAIG O. McCAW ----------------------------------------- CRAIG O. McCAW, for his sole and separate estate -28-

EXHIBIT 10.12 FLUX U.S. CORPORATION AGREEMENT AND UNDERTAKING Agreement and Undertaking (the "Undertaking") is made as of this 13th day of November, 2003, by Flux U.S. Corporation, a Delaware corporation (the "Company"), in favor of Craig O. McCaw ("Individual"). RECITALS A. Individual is a party to that certain Agreement dated as of March 5, 2003, as subsequently amended (the "March Agreement"), by and among Nextel Communications, Inc., a Delaware corporation ("Nextel"), Digital Radio, L.L.C., a Washington limited liability company ("Investor"), and Individual, pursuant to which any Controlled Affiliate (as defined in the March Agreement) of Individual must offer certain rights to Nextel. B. Upon consummation of the transactions contemplated in that certain Subscription Agreement, of even date herewith, by and between the Company and Flux Fixed Wireless, LLC, a Washington limited liability company ("FFW"), the Company will become a Controlled Affiliate of Individual for the purposes of the March Agreement. C. As a condition to FFW entering into the Subscription Agreement, the Company has agreed to enter into this Undertaking. NOW, THEREFORE, in consideration of the FFW entering into and performing its obligations under the Subscription Agreement, the Company hereby agrees and undertakes as follows: 1. COMPLIANCE WITH MARCH AGREEMENT. The Company acknowledges and agrees that it shall be subject to the terms and conditions of the March Agreement as a Controlled Affiliate of Individual. Until this Undertaking is terminated in accordance with Section 2 below, the Company shall take any and all actions necessary to permit Individual to comply with the terms of the March Agreement, including, without limitation, giving Nextel rights (a) until August 13, 2004 to acquire any channels of owned or leased MMDS Spectrum (as defined in the March Agreement) in excess of 6 channels owned or leased in a BTA (as defined in the March Agreement); (2) to swap certain channels of owned or leased MMDS Spectrum; and (3) a right of first refusal on a sale of owned or leased MMDS Spectrum to a third party. 2. TERMINATION. This Undertaking shall terminate on the first to occur of (i) the Company failing to qualify as a Controlled Affiliate under the terms of the March Agreement or (ii) the termination of the March Agreement. 3. GOVERNING LAW. This Undertaking shall be enforced, governed and construed in all respects in accordance with the laws of the State of Washington. This Undertaking and the 1

rights, powers and duties set forth herein shall be binding upon the Company, the Company's successors and assigns and shall inure to the benefit of the Company, its successors and assigns. IN WITNESS WHEREOF, the Company has executed this Undertaking, intending to be bound hereby, as of the date first set forth above. THE COMPANY: FLUX U.S. CORPORATION Signature: /s/ R. Gerard Salemme ____________________________ Name: R. Gerard Salemme Title: Vice President

EXHIBIT 10.25 SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement"), dated as of the 18th day of August, 2006, by and between the undersigned subscriber ("Subscriber"), and Clearwire Corporation, a Delaware corporation ("Clearwire" or the "Company"), is being entered into in connection with the sale of shares of common stock by the Company as described in that letter dated August 4, 2006 to Subscriber from the Company (the "Offering"). The Company and Subscriber agree as follows: 1. SUBSCRIPTION FOR SHARES; ADJUSTMENT. Subscriber agrees to subscribe for, and the Company agrees to sell and issue to Subscriber, the number of shares of the Class A Common Stock, par value $.0001 per share, of Clearwire set forth above Subscriber's signature to this Agreement (the "Purchased Shares"), on the terms and conditions set forth in this Agreement. Subscriber and the Company hereby agree that the Company shall have the option to adjust the number of Purchased Shares to be sold to Subscriber based on the total number of shares being sold in the Offering, but not below Subscriber's pro-rata share of such shares being sold. The Company shall notify Subscriber of the Subscriber's final share allocation in the Closing Notice (as defined below). To the extent the number of Purchased Shares subscribed for by Subscriber exceeds Subscriber's final share allocation set forth in the Closing Notice, this Agreement shall automatically be amended to reduce the Purchased Shares to the final share allocation. If Subscriber has elected to purchase their full pro-rata share, then the number of Purchased Shares shall be automatically adjusted to equal the final share allocation. 2. SUBSCRIPTION PRICE. The undersigned acknowledges and agrees that the purchase price for the Purchased Shares shall be $6.00 per share (the "Purchase Price"). 3. PAYMENT OF PURCHASE PRICE. Subscriber agrees to pay the aggregate Purchase Price for the Purchased Shares to Clearwire at the Closing. The Purchase Price shall be paid in immediately available funds by wire transfer to the Company in accordance with the wiring instructions provided by the Company with the Closing Notice. 4. CLOSING DATE. Subject to the satisfaction or waiver of the conditions set forth in Section 5 and Section 6 herein, the closing of Subscriber's purchase of the Purchased Shares (the "Closing") shall take place remotely via the exchange of documents and signatures after the last of the conditions set forth in Section 5 and Section 6 herein shall have been satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing (but subject to the fulfillment or waiver of those conditions at the Closing), at such time and place as the Company shall designate in a written notice delivered to Subscriber by the Company at least two (2) business days prior to the Closing (the "Closing Notice"). 5. SUBSCRIBER CLOSING CONDITIONS. The obligation of Subscriber to purchase the Purchased Shares at the Closing is subject to the fulfillment, to Subscriber's satisfaction, of each of the following conditions:

(a) the Company shall have delivered to Subscriber a stock certificate representing the Purchased Shares, free and clear of all liens, registered in Subscriber's name; (b) the Company shall have executed the joinder agreement, attached as Exhibit A hereto (the "SA Joinder Agreement"), to that certain Amended and Restated Stockholders Agreement, dated as of March 16, 2004, between Clearwire and its stockholders (the "Stockholders Agreement"); (c) the Company shall have executed the joinder agreement, attached as Exhibit B hereto (the "RRA Joinder Agreement") to that certain Registration Rights Agreement between Clearwire and certain of its stockholders, dated March 16, 2004 (the "Registration Rights Agreement" and together with this Agreement, the Stockholders Agreement, the SA Joinder Agreement, and the RRA Joinder Agreement, the "Transaction Agreements"); (d) no litigation, arbitration, action, suit, proceeding, or investigation (whether conducted by or before any judicial or regulatory body, arbitrator, or other person) (collectively, "Litigation") questions the validity of this Agreement or the other Transaction Agreements or the right of Clearwire to enter into this Agreement or the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby; and (e) as of the Closing, all authorizations, approvals or permits of, or filings with any governmental authority, including but not limited to state securities or "Blue Sky" offices and the Federal Communications Commission ("FCC"), that are required by law in connection with the lawful sale and issuance of the Purchased Shares to be made prior to the closing shall have been duly obtained by the Company, and shall be effective as of the Closing. 6. CLEARWIRE CLOSING CONDITIONS. The obligation of Clearwire to deliver the Purchased Shares to Subscriber at the Closing, and the Subsequent Closing, if any, is subject to the fulfillment, to the Company's satisfaction, of each of the following conditions: (a) Subscriber shall have delivered to Clearwire the Purchase Price in accordance with Section 3 herein; (b) Subscriber shall have delivered to Clearwire the Transaction Agreements to which Subscriber is a party, each executed by Subscriber; (c) the representations and warranties made by Subscriber in Section 7 of this Agreement shall be true and correct in all material respects at and as of the Closing as if made at and as of such time (except that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be determined as of such date); (d) no Litigation questions the validity of this Agreement or the other Transaction Agreements or the right of Clearwire to enter into this Agreement or the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby; and (e) as of the Closing, all authorizations, approvals or permits of, or filings with, any governmental authority, including but not limited to state securities or "Blue Sky" offices or the FCC, that are required by law in connection with the lawful sale and issuance of 2

the Purchased Shares to be made prior to the closing shall have been duly obtained by the Company, and shall be effective as of the Closing. 7. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and warrants to the Company that the following statements are true and correct on the date of this Agreement: (a) Subscriber is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (b) The Purchased Shares subscribed for (the "Securities") are being acquired by Subscriber for investment purposes only, for Subscriber's own account and not with the view to any resale or distribution thereof, and Subscriber is not participating, directly or indirectly, in an underwriting of such Securities, and will not take, or cause to be taken, any action that would cause Subscriber to be deemed an "underwriter" of such Securities as defined in Section 2(11) of the Securities Act. (c) Subscriber acknowledges that Subscriber has been offered an opportunity to ask questions of, and receive answers from, Clearwire concerning the Company and Subscriber's proposed purchase of the Securities, and that, to Subscriber's knowledge, the Company has fully complied with any request for such information. (d) Subscriber has been furnished Clearwire's Disclosure Memorandum, dated ______________, 2006 (the "Disclosure Memorandum"), the exhibits thereto and any other documents which may have been made available upon request (collectively, the "Offering Documents"). Subscriber has carefully read the Offering Documents and understands and has evaluated the risks of a purchase of Securities, including the risks set forth in the Offering Documents under "Risk Factors". (e) Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, is able to bear such risks, and has obtained, in Subscriber's judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Securities. Subscriber has evaluated the risks of investing in the Company and has determined that the Securities are a suitable investment for Subscriber. (f) Subscriber has full power and authority to enter into this Agreement and to perform its obligations hereunder. (g) To Subscriber's knowledge, neither the Company nor any person acting on the Company's behalf has offered, offered to sell, offered for sale or sold the Purchased Shares to Subscriber by means of any form of general solicitation or general advertising. (h) The execution, delivery and performance by Subscriber of this Agreement and the other Transaction Agreements are within Subscriber's powers, have been duly authorized, will not constitute or result in a breach or default under or conflict with any law, judgment, order, ruling or regulation of any court or other tribunal or of any governmental 3

commission or agency, or any agreement or other undertaking, to which Subscriber is a party or by which Subscriber is bound, and will not violate any provisions of the incorporation papers, bylaws, or stockholders agreement, as may be applicable, of Subscriber. The signature of Subscriber on the Transaction Agreements to which Subscriber is, or will be, at the time of execution, be, genuine, and the Transaction Agreements to which Subscriber is, or will be a party, will when executed by Subscriber, constitute legal, valid and binding obligations of Subscriber, enforceable in accordance with their respective terms. (i) Subscriber is not relying on the Company with respect to tax and other investment advice in connection with its decision to purchase the Purchased Shares. Subscriber acknowledges that Subscriber has been advised by the Company to consult with its tax or financial consultants prior to entering into this Agreement. (j) Subscriber acknowledges that the Company of offering Class B Common Stock to certain new investors, but that such shares would, if purchased by Subscriber, automatically convert to Class A Common Stock under the Company's Restated Certificate of Incorporation, and waives any claim to receive Class B Common Stock in this offering. (k) Subscriber acknowledges the Company has negotiated definitive, binding agreements for the sale of Company shares to certain new investors, and that such sales may be consummated before its subscription is accepted, and Subscriber hereby waives any claim that the offering of the Purchased Shares did not comply as to form with the obligations of the Company under any agreement granting preemptive rights to the Subscriber. None of the representations and warranties contained in this Section 7, nor any other due diligence investigation conducted by Subscriber or on its behalf shall in any way affect the right of Subscriber to rely fully on the representations and warranties of the Company in this Agreement. 8. REPRESENTATIONS AND WARRANTIES OF CLEARWIRE. Clearwire represents and warrants to Subscriber that, except as set forth on the Schedules attached to this Agreement, each of which shall be deemed to be an exception to or exclusion from only the particular representation and warranty against which it is listed (unless it is readily apparent from a reading of the disclosure that such disclosure is applicable to other representations and warranties), whether or not the listed representation and warranty includes a reference to such Schedule, and which exceptions (and all other disclosures) set forth in the Schedules shall be deemed to be representations and warranties of Clearwire, the following statements are true and correct on the date of this Agreement. Any reference to the knowledge of any person shall mean the actual knowledge, information and belief of such person after making reasonable inquiry of such person's co-Chief Executive Officers, co-Presidents, Chief Operating Officer, Chief Financial Officer. For each of these executives, reasonable inquiry shall mean checking with their respective direct reports and other persons whom, by the nature of the normal duties of their position, would reasonably be expected to know. In addition, for purposes of these representations and warranties, the term "the Company" shall include any entity in which Clearwire owns, directly or indirectly, more than 50% of the outstanding equity interests and which has assets of $10,000,000 or more, including, without limitation, the following: Clearwire International LLC, Clearwire US, LLC, Fixed Wireless Holdings, LLC, and Clearwire Spectrum 4

Holdings LLC (the "Subsidiaries"), but shall specifically exclude in all instances NextNet Wireless, Inc. The term "Clearwire" shall mean Clearwire Corporation (excluding its Subsidiaries). (a) The execution, delivery and performance by Clearwire of this Agreement, the other Transaction Agreements to which it is a party, are within Clearwire's powers, have been duly authorized, will not, as applicable, give rise to any right of termination, cancellation or acceleration, or require any consent or approval under, or constitute or result in a breach or default of, or conflict with any law, judgment, order, ruling or regulation of any court or other tribunal or any governmental commission or agency, or any agreement or other undertaking to which Clearwire is a party or by which Clearwire is bound, will not violate or result in a breach of any provision of, constitute a default under, accelerate or terminate any performance required by, or require a consent or waiver under, any provisions of the Certificate of Incorporation, Bylaws, or Stockholders Agreement of Clearwire, and will not result in the creation of any lien, charge, claim or encumbrance on the Company's assets or property. The signature of Clearwire on the Transaction Agreements is, or will, at the time of execution be, genuine, and the Transaction Agreements constitute legal, valid and binding obligations of Clearwire enforceable in accordance with their respective terms. The Company is not in violation of any term of its (i) Certificate of Incorporation or Bylaws or other organizational document or (ii) of any law, statute, regulation, rule, ordinance, consent decree, settlement agreement or governmental requirement, except, in the case of clause (ii), to the extent that any such violation or non-compliance would not, individually or in the aggregate, have a material adverse effect on Clearwire. (b) The Company is duly incorporated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation or formation, as applicable, and is in good standing under such laws. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company. The Company has full power and authority: (i) to own its properties and assets; (ii) to carry on its business as presently conducted; and (iii) to enter into the Transaction Agreements and to perform its obligations thereunder, including the issuance, sale and delivery of the Purchased Shares. (c) Clearwire does not own or control, directly or indirectly, any Subsidiaries other than those listed in Schedule 8(c) attached hereto, and the shares of the capital stock or membership interests, as applicable, of the Subsidiaries owned by Clearwire (which are reflected on Schedule 8(c)) are duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all liens, charges, claims and encumbrances imposed by or through such Subsidiaries, except as otherwise provided in Schedule 8(c). All of the outstanding shares of the capital stock or membership interests, as applicable, of the Subsidiaries, were offered, issued and sold in compliance in all material respects with all applicable federal and state securities laws. 5

(d) The authorized capital stock of Clearwire and the shares of capital stock of Clearwire issued and outstanding as of the date of this Agreement are as set forth on Schedule 8(d) attached hereto. Upon the filing of the Company's Third Amended and Restated Certificate of Incorporation, the form of which is attached hereto as Exhibit C (the "Restated Charter"). The authorized capital stock of Clearwire will be as set forth in the Restated Charter. All of the outstanding shares of the capital stock of Clearwire are duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all liens, charges, claims and encumbrances imposed by or through Clearwire. The Purchased Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all liens, charges, claims and encumbrances imposed by or through Clearwire. Additionally, the Purchased Shares are free of restrictions on transfer other than restrictions on transfer under this Agreement and the other Transaction Agreements and under applicable state and federal securities laws. The outstanding securities of Clearwire are owned by the stockholders specified in Schedule 8(d) attached hereto. (e) Other than as disclosed in Schedule 8(e) attached hereto, the Company does not have, is not bound by, and has no obligation to grant or enter into, any outstanding subscriptions, options, warrants, rights (including without limitation conversion or pre-emptive rights), calls, commitments, or agreements of any character calling for it to issue, deliver, or sell, or cause to be issued, delivered, or sold, any shares or any other equity securities or equity securities convertible into, exchangeable for, or representing the right to subscribe for, purchase, or otherwise acquire any shares or any other equity securities in the capital of the Company. Other than as set forth in Schedule 8(e) attached hereto, the issuance and sale of the Purchased Shares will not result in the issuance of any additional shares of capital stock of Clearwire or the triggering of any other anti-dilution or similar rights contained in any options, warrants, debentures or other securities agreements or commitments of Clearwire. Other than the Stockholders Agreement and as disclosed in Schedule 8(e) attached hereto, the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (f) Other than as disclosed in Schedule 8(f) attached hereto, the Company: (i) has no outstanding obligations, contractual or otherwise, to repurchase, redeem, or otherwise acquire any shares or other equity securities in the capital of the Company; and (ii) is not a party to or bound by any agreement or instrument under which any person has the right to require it to effect, or to include any securities held by such person in, any registration under any securities legislation or to distribute any such securities to the public. (g) All of the outstanding shares of capital stock of Clearwire were offered, issued, and sold in compliance in all material respects with all applicable federal and state 6

securities laws. Assuming the accuracy of the representations of Subscriber in Section 7 herein, upon the closing of the transactions contemplated hereby, the Purchased Shares will have been offered, issued and sold in compliance with all applicable federal, state and provincial securities laws. Neither Clearwire nor any person or entity acting on its behalf has taken or will take any action that would subject the offering, sale or issuance of the Purchased Shares to the registration requirements of the Securities Act. (h) Except (i) as disclosed in Schedule 8(h) attached hereto, and (ii) any filings required under the HSR Act, no consent, approval, authorization, declaration, filing, or registration with any governmental authority, regulatory authority or other party is required to be made or obtained by Clearwire in connection with: (i) the execution and delivery of any of the Transaction Agreements; or (ii) the performance by the Company of its obligations under the Transaction Agreements. (i) No Litigation is pending or, to the knowledge of the Company, currently threatened or contemplated, against the Company that would, if determined adversely, reasonably be expected to have a material adverse effect on the business, condition, affairs, operations, properties, or assets of the Company. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality and no such order, writ, injunction, judgment or decree questions the validity of this Agreement or the other Transaction Agreements or the right of Clearwire to enter into this Agreement or the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. There is no action, suit, proceeding or investigation by the Company currently pending or that the Company currently intends to initiate. (j) The Company has delivered to Subscriber its audited financial statements (balance sheet and income statement, statement of shareholders' equity and statement of cash flows) as of December 31, 2003, December 31, 2004 and December 31, 2005 for the fiscal years then ended and unaudited financial statements (balance sheet and income statement) as of March 31, 2006 for the three months then ended (the "Financial Statements"). The Financial Statements (i) are in accordance with the books and records of the Company (which are true and complete in all material respects), and (ii) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except that the unaudited Financial Statements do not contain all footnotes and other disclosures required by generally accepted accounting principles. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal audit adjustments with respect to the March 31, 2006 Financial Statements. Except as set forth in the Financial Statements or on Schedule 8(l), the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2005, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in 7

both cases, individually or in the aggregate, are not material to the financial condition or operating results of the Company. (k) To the knowledge of the Company, the Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, all of such franchises, permits, licenses and any similar authority is valid and in full force and effect, and the Company believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted. To the knowledge of the Company, the Company is not in default in any respect under any of such franchises, permits, licenses or other similar authority. (l) Except as set forth on Schedule 8(l) attached hereto, since December 31, 2005, there has not been: (i) any material change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements; (ii) any material damage, destruction or loss, whether or not covered by insurance; (iii) any waiver, compromise or default by the Company of a valuable right or of a material debt or obligation owed to it; (iv) any satisfaction or discharge of any lien, charge, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company; (v) any transfer of or granting of any security interest in or any exclusive license with respect to any material asset of the Company; or (vi) any material agreement or commitment by the Company to do any of the things described in this Section 8(l). (m) To the Company's knowledge, the Company is not in material violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, and no material expenditures are or will be required in order to comply with any such existing statute, law or regulation. (n) Except as disclosed in Schedule 8(n) attached hereto and for rights granted under the Registration Rights Agreement, the Company has not granted or agreed to grant any registration rights, including without limitation any piggyback or demand rights, to any person or entity. 8

(o) Except as set forth in Schedule 8(o) attached hereto, the Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Company's knowledge, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the Company's knowledge, threatened, nor is the Company aware of any labor organization activity involving its employees. To the Company's knowledge, the Company has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. 9. Antidilution Rights. (a) Grant of Antidilution Rights. Subject to Section 9(d), any time after the date of this Agreement that the Company sells or issues or agrees to sell or issue (or is deemed to do so under Section 9(e)) Dilutive Shares (as defined below) to any Person for no consideration or consideration per share that is less than the Trigger Price (as defined below) in effect immediately prior to such issuance or sale (each, a "Dilutive Issuance"), the Company shall concurrently issue to Subscriber for no consideration a number of shares of Class A Common Stock ("Class A Shares") equal to (i) Subscriber's Adjusted Shares (as defined below) less (ii) Subscriber's Original Shares (as defined below) (the "Antidilution Shares"). No fractional Class A Shares shall be issued pursuant to this Section 9(a). The number of Class A Shares issued shall be rounded to the nearest integral number of whole Class A Shares. For the purposes of this Section 9, whenever Dilutive Shares are issued for a consideration other than cash, either in whole or in part, the fair market value of the Dilutive Shares issued shall be as established by resolution of the Company's Board of Directors. (b) Definitions. For the purposes of this Section 9, for each Dilutive Issuance, the following terms shall have the following meanings: (i) "Adjusted Shares" means the number of Class A Shares equal to the product of (x) Subscriber's Original Shares, multiplied by (y) the quotient of (1) the Trigger Price in effect immediately prior to a Dilutive Issuance, divided by (2) the Trigger Price in effect immediately after such Dilutive Issuance. (ii) "Common Shares" means Class A Shares, shares of Class B common stock or any other class of common stock of the Company. (iii) "Convertible Securities" means any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Shares, but excluding Options. 9

(iv) "Dilutive Shares" means Common Shares, Options and Convertible Securities issued or deemed issued under Section 9(e) of this Agreement after the date of this Agreement other than: (1) Common Shares issued pursuant to Article IV, Section 2(d) of the Company's Certificate of Incorporation; (2) (A) Common Shares outstanding on the date of this Agreement, (B) Convertible Securities or Options outstanding on the date of this Agreement (and the Common Shares issued upon conversion, exchange or exercise of such Convertible Securities or Options), and (C) Common Shares (and/or Convertible Securities and Options, and the Common Shares issuable upon conversion, exchange or exercise of such Convertible Securities or Options) issued pursuant to agreements in effect or other commitments or offers outstanding on the date of this Agreement that (1) relate to the acquisition of spectrum rights or related assets by the Company and/or affiliates of the Company, or (2) are otherwise set forth in the Schedules attached to this Agreement; (3) Common Shares (and/or Convertible Securities and/or Options, and the Common Shares issuable upon conversion, exchange or exercise of such Convertible Securities or Options) issued to employees, consultants, directors, vendors, lessors or others with whom the Company conducts business, provided that such shares, options, warrants or other rights are issued pursuant to a stock option plan or restricted stock plan approved by the Company's Board of Directors and solely for compensation purposes; (4) Shares actually issued upon exercise of any currently outstanding Options or conversion or exchange of any currently existing Convertible Securities or Options or Convertible Securities issued after the date of this Agreement in accordance with this clause (iv); and/or (5) Shares (and/or Convertible Securities and Options, and the Shares issuable upon conversion, exchange or exercise of such Convertible Securities or Options) issued in connection with any stock split, stock dividend, reverse stock split, recapitalization, reorganization or other distribution of Shares (each, a "Recapitalization Event") that does not affect the relative economic interests or rights of holders of Shares. 10

(v) "Options" means rights, options or warrants to subscribe for, purchase or otherwise acquire directly or indirectly Common Shares or Convertible Securities. (vi) "Original Shares" means (x) with respect to the first Dilutive Issuance, the total number of Class A Shares acquired by Subscriber pursuant to this Agreement (as adjusted for any Recapitalization Event) and (y) with respect to each Dilutive Issuance thereafter, the total number of Adjusted Shares immediately prior to such Dilutive Issuance (as adjusted for any Recapitalization Event). For the avoidance of doubt, any Shares acquired by Subscriber or a Subscriber Affiliate from either the Company or any other stockholder of Clearwire other than pursuant to this Agreement shall in no event be included in the number of Original Shares under this Section 9. (vii) "Person" means any individual, corporation, partnership, company, trust or other entity. (viii) "Trigger Price" shall initially mean $6.00 per share (as subsequently adjusted for any Recapitalization Event, the "Original Issue Price"). In connection with each Dilutive Issuance, the Trigger Price shall be adjusted downwards to equal the lowest price per Dilutive Share paid for the Dilutive Shares issued or sold in such Dilutive Issuance. The Trigger Price shall also be proportionately adjusted from time to time for any Recapitalization Event pursuant to which securities of the Company are issued with respect to the Original Shares and/or Adjusted Shares. Notwithstanding the foregoing, in no event shall the Trigger Price be adjusted downwards to an amount less than $5.00 per share (as adjusted for any Recapitalization Event). (c) Covenant Regarding Antidilution Shares. The Company hereby represents, warrants and covenants that (i) as a condition precedent to the issuance or sale of any Dilutive Shares in a Dilutive Issuance, the Company shall have reserved at the time of such Dilutive Issuance out of its authorized but unissued capital stock sufficient Class A Shares to enable the Company to issue all of the applicable Antidilution Shares pursuant to this Section 9, and (ii) all Antidilution Shares issued pursuant to this Section 9 shall, upon issuance for no additional consideration, be duly authorized, validly issued, fully paid and nonassessable. (d) Termination of Antidilution Rights. The rights granted under this Section 9 shall terminate immediately after the first to occur of the following: (i) the date which is nine (9) months following the date of this Agreement or (ii) the closing of the Company's initial public offering, defined as an underwritten public offering of equity securities in which the Company raises an aggregate of not less than US$400,000,000 in cash. 11

(e) Deemed Issuances of Shares. In the case of any issuance (whether on or after the date of this Agreement) by the Company of any Convertible Securities or Options, the following provisions shall apply for all purposes of this Section 9: (i) For any Convertible Securities issued (other than pursuant to the exercise of Options) after the date of this Agreement, the aggregate maximum number of Common Shares deliverable upon conversion or exercise of or in exchange for any such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities were issued and for a consideration equal to the consideration, if any, received by the Company upon the issuance of such Convertible Securities plus the minimum additional consideration, if any, to be paid under the terms of such Convertible Security upon conversion, exercise or exchange of such Convertible Securities into the Common Shares covered thereby. (ii) For any Options issued, the aggregate maximum number of Shares deliverable upon exercise of the Options, or, in the case of Options for Convertible Securities, the conversion, exercise or exchange of such Convertible Securities, shall be deemed to have been issued at the time such Options were issued for a consideration equal to the consideration, if any, received by the Company for such Options, plus the minimum exercise price provided in such Options for the Common Shares or Convertible Securities covered thereby, and, in the case of Options for Convertible Securities, plus the amount of additional consideration, if any, to be paid upon the conversion, exercise or exchange of such Convertible Securities. 10. RESTRICTED SECURITIES. Subscriber understands that the Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Subscriber's representations as expressed herein. Subscriber understands that the Securities are "restricted securities" under the Securities Act, inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Securities may be resold without registration under the Securities Act, only in certain limited circumstances and Subscriber agrees not to transfer the Securities unless the transfer of the Securities is made: (i) pursuant to an effective registration statement under the Securities Act; (ii) to the Company; (iii) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act and in compliance with local laws; or (iv) within the United States (A) in accordance with the exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, and Subscriber shall be required to furnish to the Company an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or transfer or (B) in a transaction that does not require registration under the Securities Act or applicable state securities laws, and Subscriber shall be required to furnish to the Company an opinion to such 12

effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or transfer. Subscriber acknowledges that the Company has no obligation to register or qualify the Securities for resale except as set forth in the Registration Rights Agreement and that the Company is required to refuse to register any transfer not made in accordance with the provisions of this Section 10. Subscriber further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of Subscriber's control, and which the Company is under no obligation and may not be able to satisfy. Subscriber also acknowledges that the certificates representing the Securities shall bear the restrictive legends required under applicable federal and state securities laws and the Stockholders Agreement. The provisions of this Section 10 shall survive the Closing. 11. STOCKHOLDERS AGREEMENT. Subscriber and Clearwire acknowledge and agree that the Purchased Shares shall be subject to all of the terms of the Transaction Agreements, including, among other provisions, the restrictions on transfer and confidentiality obligations set forth therein. Subscriber further agrees, at the Closing, to sign the SA Joinder Agreement and to become bound by the terms and conditions of the Transaction Agreements. 12. REGISTRATION RIGHTS AGREEMENT. At the Closing, Subscriber shall become a party to the Registration Rights Agreement, by executing and delivering the RRA Joinder Agreement. 13. SURVIVAL OF WARRANTIES. Except as otherwise provided herein, the representations and warranties of the Company and Subscriber contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of one (1) year following the Closing. Notwithstanding the foregoing, nothing in this Section 13 shall be construed to extend the representations, warranties and covenants contained herein beyond the period set forth in the applicable statute of limitations. 14. INDEMNITY. Subscriber and Clearwire will indemnify and hold each other, as well as their respective officers, directors, stockholders, agents, attorneys and affiliates (the "Indemnified Parties") harmless from and against, and will reimburse the Indemnified Parties for, any and all losses, damages, debts, liabilities, obligations, judgments, orders, awards, writs, injunctions, decrees, fines, penalties, taxes, costs or expenses (including but not limited to any legal and accounting fees and expenses) ("Losses") arising out of or based upon any false representation or warranty or breach or failure by Subscriber or Clearwire, as the case may be, to comply with any covenant or agreement made by Subscriber or Clearwire, as the case may be, in this Agreement or in any other document furnished by Subscriber or Clearwire, as the case may be, to the other in connection with this Agreement (other than the other Transaction Agreements, which shall be subject to any indemnification or other remedy provisions contained therein). 15. REVOCABILITY. Subscriber and Clearwire understand and agree that this Agreement may be canceled, terminated, or revoked only by the mutual written consent of Subscriber and Clearwire. Notwithstanding the foregoing, however, this Agreement may be terminated by either Subscriber or Clearwire if the Closing shall not have occurred on or before December 31, 2006, provided that the failure to close on or before such date is not the fault of the terminating party. 13

16. NOTICE. Any notices or other communications in connection herewith shall be sufficiently given if sent by registered or certified mail, postage prepaid, or by facsimile transmission, and: (i) if to the Company, at Clearwire Corporation 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, WA 98033 Facsimile No: 425-216-7900 Attn: Broady Hodder, General Counsel With a copy to: Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98121 Facsimile No: 206-628-7699 Attn: Julie A. Weston, Esq. (ii) if to Subscriber, at the address listed on the signature page hereto. or at such other address as either Subscriber or the Company shall designate to the other by notice in writing. 17. ASSIGNABILITY; SUCCESSORS AND ASSIGNS. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 18. AMENDMENTS AND WAIVERS. The Company may amend this Agreement with the written consent of the holders of at least a majority of the aggregate number of shares of Class A Common Stock issued and issuable in connection with this Agreement and other subscription agreements of even date ("Offered Shares"). The holders of at least a majority in aggregate principal amount of the Offered Shares may waive compliance in a particular instance by the Company with any provision of this Agreement. Any amendment or waiver of this Agreement made in conformity with the provisions of this Section 19 shall be binding on all holders of the Offered Shares. 19. ENTIRE AGREEMENT. This Agreement, the other Transaction Agreements and the documents referred to herein and therein constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and no party shall be liable or bound to any other party in any manner by any warranties, representations, covenants or agreements except as specifically set forth herein or therein. 14

20. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware and, to the extent it involves any United States statute, in accordance with the laws of the United States. 21. FINDERS' FEES. Except as provided otherwise in Schedule 22 attached hereto, each party represents that it neither is nor will be obligated for any finders' fees or commissions in connection with this Agreement or the transactions contemplated hereby. Subscriber agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of finders' fees (and the costs and expenses (including legal, travel and out-of-pocket expenses) of defending against such liability or asserted liability) for which Subscriber or any of its officers, directors, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless Subscriber from any liability for any commission or compensation in the nature of a finders' fee (and the costs and expenses (including legal, travel and out-of-pocket expenses) of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible. 22. SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 23. FEES AND EXPENSES. Except as otherwise expressly provided for in this Agreement, the Company, on the one hand, and Subscriber, on the other hand, shall each pay all of its own expenses incurred in connection with the transactions contemplated by this Agreement, including any and all legal, accounting, investment banking and consulting fees and expenses incurred in negotiating, executing and delivering this Agreement and the other agreements, exhibits, schedules, documents and instruments contemplated by this Agreement. 24. CURRENCY. All dollar amounts referred to in this Agreement, including the symbol "$", refer to lawful money of the United States of America. 25. COUNTERPARTS. This Agreement may be executed in two (2) or more original or facsimile counterparts all of which together shall constitute one and the same instrument. 26. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement. 27. DELAYS OR OMISSIONS. No failure to exercise or delay in the exercise of any right, power or remedy accruing to Subscriber upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy of Subscriber nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. [Remainder of this page is intentionally left blank.] 15

SUBSCRIBER SIGNATURE PAGE The undersigned Subscriber hereby agrees to purchase the following number of shares of Clearwire's Class A Common Stock, on the terms and conditions set forth in the Agreement (check one): [ ] Subscriber's full pro-rata share of the total Shares subscribed; or [ ] exactly ___________ shares, but not more than the subscribed pro rata share of the total Shares subscribed in the offering. The undersigned Subscriber hereby represents and warrants that it is the beneficial owner of ___________ Shares of Class A Common Stock and/or ___________ warrants exercisable for Class A Common Stock of the Company. IN WITNESS WHEREOF, Subscriber has caused this Agreement to be duly executed as of the date first written above. SUBSCRIBER: ---------------------------------------- Print Name of Subscriber By: ------------------------------------ Name: ---------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Address: ------------------------------- ---------------------------------------- ---------------------------------------- 16

COMPANY SIGNATURE PAGE IN WITNESS WHEREOF, Clearwire Corporation has caused this Agreement to be duly executed as of the date first written above. CLEARWIRE CORPORATION By: ------------------------------------ Name: ---------------------------------- Title: ---------------------------------

EXHIBIT A TO SUBSCRIPTION AGREEMENT JOINDER TO STOCKHOLDERS AGREEMENT (attached)

JOINDER IN STOCKHOLDERS AGREEMENT This Joinder in Stockholders Agreement ("Joinder") is made and entered into this ____ day of ________, 2006, by and between Clearwire Corporation, a Delaware corporation (the "Company"), and the party whose signature appears below (the "Joining Party"). RECITALS: WHEREAS, the Joining Party has acquired or intends to acquire shares of capital stock of the Company; and WHEREAS, pursuant to Section 13.09 of that certain Amended and Restated Stockholders Agreement, between the Company and its stockholders, dated as of March 16, 2004 (the "Stockholders Agreement"), the Joining Party may become a party to the Stockholders Agreement by execution of an instrument such as this Joinder. NOW, THEREFORE, the Joining Party agrees as follows: 1. JOINDER By execution of this Joinder by the Joining Party and acceptance hereof by the Company, the Joining Party is and agrees to become a party to, subject to all the conditions, restrictions, obligations and duties of a Stockholder of the Company under the Stockholders Agreement, including the restrictions on transfer of the shares acquired from the Company and the requirement that the Joining Party vote its shares in accordance with the terms thereof. 2. AGREEMENT TO BE BOUND BY AGREEMENT This Joinder shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without reference to any rules governing conflicts of laws. 3. COUNTERPARTS This Joinder may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. COMPANY: JOINING PARTY: By: By: --------------------------------- ------------------------------------ Name: Name: ------------------------------- ---------------------------------- Title: Title: ------------------------------ --------------------------------- Date: Date: ------------------------------- ---------------------------------- 1

EXHIBIT B TO SUBSCRIPTION AGREEMENT JOINDER TO REGISTRATION RIGHTS AGREEMENT (attached)

JOINDER In consideration of the permitted issuance, sale, pledge, or other transfer to the undersigned of Registrable Securities in the Company, the undersigned hereby consents and agrees to become a party to and be bound by the Registration Rights Agreement dated as of the 16th day of March, 2004, as amended, receipt of a copy of which is hereby acknowledged, as fully as if the undersigned were one of its original parties, and all of the Registrable Securities owned by the undersigned will be held in accordance with and restricted by the terms of such Registration Rights Agreement. Dated: _________________________ Name of Stockholder: ---------------------------------------- Sign Name: ---------------------------------------- Print Name: ---------------------------------------- Address: ---------------------------------------- ---------------------------------------- ---------------------------------------- SSN/EIN: ---------------------------------------- Approved by the Company: COMPANY: CLEARWIRE CORPORATION By: ------------------------------------ Name: ---------------------------------- Title: -------------------------------- Dated: --------------------------------- 1

EXHIBIT C TO SUBSCRIPTION AGREEMENT THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (attached)

EXHIBIT 3.1 PAGE 1 Delaware The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "CLEARWIRE CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF AUGUST, A.D. 2006, AT 11:04 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. (SEAL) /s/ Harriet Smith Windsor ----------------------------------------- Harriet Smith Windsor, Secretary of State 3720220 8100 AUTHENTICATION: 5002509 060798461 DATE: 08-28-06

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS DELIVERED 11:08 AM 08/28/2006 FILED 11:04 AM 08/28/206 SRV 060798461 - 3720220 FILE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEARWIRE CORPORATION CLEARWIRE CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the "Corporation") hereby certifies that: 1. The name of the Corporation is Clearwire Corporation. The Corporation was originally incorporated under the name Flux U.S. Corporation. 2. The date of filing of the Corporation's original Certificate of Incorporation was October 27, 2003. 3. The Third Amended and Restated Certificate of Incorporation of the Corporation as provided in Exhibit A hereto was duly adopted in accordance with the provisions of Section 242 and Section 245 of the General Corporation Law of the State of Delaware by the Board of Directors of the Corporation. 4. Pursuant to Section 245 of the Delaware General Corporation Law, approval of the stockholders of the Corporation has been obtained. 5. The Third Amended and Restated Certificate of Incorporation so adopted reads in full as set forth in Exhibit A attached hereto and is hereby incorporated by reference. IN WITNESS WHEREOF, the undersigned has signed this certificate this 28th day of August, 2006, and hereby affirms and acknowledges under penalty of perjury that the filing of this Third Amended and Restated Certificate of Incorporation is the act and deed of Clearwire Corporation. CLEARWIRE CORPORATION By /s/ Benjamin G. Wolff ------------------------------------- Name Benjamin G. Wolff Title Co-President & Co-CEO

EXHIBIT A

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEARWIRE CORPORATION ARTICLE I The name of the corporation is Clearwire Corporation (the "Corporation"). ARTICLE II 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. The name of the Corporation's registered agent at such address is Corporation Service Company. ARTICLE III 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 (the "DGCL"). ARTICLE IV Section 1. Authorized Capital Stock. The total number of shares of capital stock that the Corporation is authorized to issue is 805,000,000 shares, initially consisting of 700,000,000 shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"). 100,000,000 shares of Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock") and 5,000,000 shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock"). (In this Certificate of Incorporation, the term "Common Stock" means the Class A Common Stock and Class B Common Stock collectively). Section 2. Common Stock (a) Equality of Rights Generally. Each share of Common Stock will, except as otherwise provided in this Certificate of Incorporation, be identical in all respects and will have equal rights, powers and privileges. (b) Voting Rights. Holders of Class A Common Stock will be entitled to one vote for each share of Class A Common Stock held of record on the applicable record date, and holders of Class B Common Stock will be entitled to ten (10) votes for each share of Class B Common Stock held of record on the applicable record date, in each case, on each matter submitted to a vote of stockholders. Holders of Class A Common Stock and Class B Common Stock will vote together as a single class of Common Stock on each matter submitted to a vote of stockholders.

(c) Dividends. (i) The holders of the Common Stock will be entitled to receive dividends at such times and in such amounts as may be determined by the Board of Directors of the Corporation (the "Board of Directors") and declared out of the any funds lawfully available therefor. Dividends on Common Stock declared payable from time to time by the Board of Directors, whether payable in cash, property or shares of capital stock of the Corporation, will be paid equally, on a per share basis, to holders of Common Stock. (ii) In the case of any consolidation, merger, recapitalization, reorganization or similar event: (i) the consideration payable in respect of each share of Class A Common Stock will be the same and (ii) prior to the conversion of all shares of Class B Common Stock into shares of Class A Common Stock, the consideration payable in respect of each share of Class B Common Stock will be the same as that payable in respect of each share of Class A Common Stock. Notwithstanding the foregoing, if the consideration payable in respect of shares of Class A Common Stock and Class B Common Stock consists of securities, the securities issued to the holders of Class A Common Stock and Class B Common Stock will be identical in all respects, except that the conversion rights and disproportionate voting power of the Class B Common Stock (i.e., the conversion of Class B Common Stock into Class A Common Stock and the entitlement of each share of Class B Common Stock to ten (10) votes per share versus one (1) vote per share with regard to a share of Class A Common Stock) may be incorporated into the terms of the securities issued to the holders of the Class B Common Stock. (d) Conversion of Class B Common Stock. (i) Right to Convert. At any time or from time to time each share of Class B Common Stock will be convertible at the option of the holder thereof into one fully paid and nonassessable share of Class A Common Stock ("Optional Conversion Rights"). (ii) Automatic Conversion. Each share of Class B Common Stock will automatically convert, without any action by the holder of such shares, into one fully paid and nonassessable share of Class A Common Stock, upon the earliest to occur of (A) the date on which the holder of such share of Class B Common Stock, together with its Affiliates, has Beneficial Ownership of less than 5% of the issued and outstanding shares of Class B Common Stock or (B) upon any transfer by the holder of such share of Class B Common Stock other than a Permitted Transfer, solely as to any shares of Class B Common Stock so transferred. (iii) Mechanics of Conversion. In the event of the conversion of any Class B Common Stock pursuant to this Section 2(d) of Article TV, such holder will surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent of such stock, and will deliver together therewith written notice of the election or requirement to convert the same and will state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued. The Corporation will, as soon as practical thereafter, issue and deliver at such office to such holder or the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock to which such holder will be entitled. Such conversion will be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares to be converted and the Person or Persons entitled to receive the shares of Class A Common 2

Stock issuable on the conversion will be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. (iv) Reservation of Class A Common Stock Issuable upon Conversion. The Corporation will at all times keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purposes of effecting the conversion of the shares of Class B Common Stock, such number of shares of Class A Common Stock as will be sufficient to effect the conversion of all of the outstanding shares of Class B Common Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock will not be sufficient to effect the conversion of all of the then outstanding shares of Class B Common Stock, in addition to such other remedies as may be available to the holders of such shares, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as will be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation. (v) No Impairment. The Corporation will not, (i) by amendment of this Certificate of Incorporation or the Corporation's Bylaws, (ii) by adopting any provision or entering into any agreement inconsistent therewith or (iii) through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issuance of shares or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out all of the provisions of this Section 2 of Article IV and in taking all of such action as may be necessary or appropriate in order to protect the powers, preferences and rights, including the voting rights and conversion rights of the holders of shares of Class B Common Stock against impairment. Section 3. Preferred Stock. The Preferred Stock may be issued in one or more series as may be determined by the Board of Directors. The Board of Directors is hereby authorized to issue the shares of Preferred Stock and to fix from time to time before issuance the number of shares to be included in any series and the designation, relative powers, preferences and rights and qualifications, limitations or restrictions of all shares of such series. The authority of the Board of Directors with respect to each series will include, without limiting the generality or effect of the foregoing, the determination of any or all of the following: (a) the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series; (b) the voting powers, if any, and whether the voting powers are full or limited in such series; (c) the redemption provision, if any, applicable to the series, including the redemption price or prices to be paid; (d) whether dividends, if any, will be cumulative or noncumulative, the dividend rate of the series and the dates and preferences of dividends on such series; 3

(e) the rights of the series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation; (f) the provisions, if any, pursuant to which the shares of the series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Corporation or any other corporation or other entity, and the price or prices or the rate or rates of conversion or exchange applicable thereto; (g) the right, if any, to subscribe for or to purchase any securities of the Corporation or any other corporation or other entity; (h) the provisions, if any, of a sinking fund applicable to such series; and (i) any other relation, participation, option or other special powers, preferences, rights, qualifications, limitations or restrictions thereof; all as may be determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for the issuance of such Preferred Stock. Section 4. Stock Ownership and the Federal Communications Laws. (a) Restrictions on Stock Ownership or Transfer. Notwithstanding any other provision of this Certificate of Incorporation to the contrary, the Corporation may restrict the ownership, or proposed ownership, of shares of capital stock of the Corporation by any Person if such ownership or proposed ownership (i) is or would reasonably be expected to be inconsistent with, or in violation of, any provision of the Federal Communications Laws, (ii) limits or impairs or would reasonably be expected to limit or impair any business activities or proposed business activities of the Corporation under the Federal Communications Laws or (iii) subjects or would reasonably be expected to subject the Corporation to any regulation under the Federal Communications Laws to which the Corporation would not be subject but for such ownership or proposed ownership (clauses (i), (ii) and (iii) collectively, the "FCC Regulatory Limitations"). (b) 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 such Person: (i) no capital stock as to which such Person has record ownership or Beneficial Ownership is, directly or indirectly, Beneficially Owned by Aliens; or (ii) the number of shares of capital stock held of record or, directly or indirectly, Beneficially Owned by such Person that are held of record or Beneficially Owned by Persons that are Aliens are as set forth in such certification. With respect to any capital stock identified by such Person in response to Section 4(b)(ii) above, the Corporation may require such Person to provide such further information as the Corporation may reasonably require in order to implement the provisions of Sections 4(c) 4

and 4(d) of this Article IV. For purposes of applying Sections 4(c) and 4(d) of this Article IV 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 pursuant to this Section 4(b) of Article IV, 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. (c) Denial of Rights, Refusal to Transfer. If (i) any Person from whom information is requested pursuant to Section 4(b) of this Article IV should not provide all the information requested by the Corporation, and (ii) the Corporation reasonably concludes that a stockholder's ownership or proposed ownership of, or that a stockholder's exercise of any rights of ownership with respect to, shares of capital stock of the Corporation results or would reasonably be expected to result in an FCC Regulatory Limitation or that the capital stock of the Corporation in question is Beneficially Owned by Aliens, then, in the case of either clause (i) or clause (ii), the Corporation may (A) refuse to permit the transfer of shares of capital stock of the Corporation to such proposed stockholder, (B) suspend those rights of stock ownership the exercise of which causes or would reasonably be expected to cause such FCC Regulatory Limitation, (C) redeem such shares of capital stock of the Corporation held by such stockholder in accordance with the terms and conditions set forth in Section 4(d) of this Article IV, and/or (D) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any such stockholder or proposed transferee, with a view towards obtaining such information or preventing or curing any situation which causes or could cause a FCC Regulatory Limitation. Any such refusal of transfer or suspension of rights pursuant to clauses (A) and (B), respectively, of the immediately preceding sentence will remain in effect until the requested information has been received or the Corporation has determined that such transfer, or the exercise of such rights, as the case may be, will not result in a FCC Regulatory Limitation. (d) Redemption of Shares Held by Aliens. Outstanding shares of capital stock of the Corporation Beneficially Owned by Aliens may be redeemed by the Corporation. The terms and conditions of such redemption will be as follows, subject in any case to any other rights of a particular Alien or of the Corporation pursuant to any contract or agreement between such Alien and the Corporation: (i) except as provided in Section 4(d)(vi) of this Article IV, the redemption price of the shares to be redeemed pursuant to this Section 4(d) of Article IV will be equal to the Market Price of such shares on the third Business Day before the date notice of such redemption is given pursuant to Section 4(d)(iv) of this Article IV, provided that except as provided in Section 4(d)(vi) of this Article IV, such redemption price as to any Alien who purchased such shares of Common Stock within one year before the Redemption Date will not (unless otherwise determined by the Board of Directors) exceed the purchase price paid by such Alien for such shares; (ii) the redemption price of such shares will be paid in cash, Redemption Securities or any combination thereof; (iii) 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 such manner as will be determined in good faith by the Board of Directors, which may include selection first 5

of the most recently purchased shares thereof, selection by lot or selection in any other manner determined in good faith by the Board of Directors to be equitable; (iv) 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 such 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 such holders at their last address as shown upon the stock transfer books of the Corporation (each such notice of redemption specifying the date fixed for redemption, the redemption price, the place or places of payment and that payment will be made upon presentation and surrender of the certificates representing such shares); provided, that the Redemption Date may be the date on which written notice is given to record holders if the cash or Redemption Securities necessary to effect the redemption have been deposited in trust for the benefit of such record holders and subject to immediate withdrawal by them upon surrender of the stock certificates for their shares to be redeemed; (v) on the Redemption Date, unless the Corporation shall have defaulted in paying or setting aside for payment the cash or Redemption Securities payable upon such redemption, 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 such Redemption Date such Aliens will be entitled only to receive the cash or Redemption Securities payable upon redemption of the shares to be redeemed; and (vi) such other terms and conditions as the Board of Directors shall determine to be equitable. (e) Presumption of Notice. Any notice that is mailed as herein provided will be conclusively presumed to have been duly given, whether or not the holder of shares to be redeemed received such notice, and failure to give such notice by mail, or any defect in such notice, to holders of shares designated for redemption will not affect the validity of the proceedings for the redemption of any other shares. (f) Factual Determination. The Board of Directors will have the power and duty to construe and apply the provisions of this Section 4 of Article IV and, with respect to shares of capital stock, to make all determinations necessary or desirable to implement such provisions, 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(d) of this Article IV. (g) Legends. The Corporation shall, to the extent required by law, note on the certificates of its capital stock that the shares represented by such certificates are subject to the restrictions set forth in this Section 4 of Article IV. ARTICLE V The number of the directors of the Corporation will be fixed from time to time in the manner described in the Bylaws of the Corporation. The manner of election and removal of such 6

directors and the term such directors will hold office shall be designated in the Bylaws of the Corporation. Each director will hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. ARTICLE VI To the fullest extent permitted by the DGCL or any other Applicable Law currently or hereafter in effect, no director of the Corporation will be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article VI will not adversely affect any right or protection of a director of the Corporation in respect of any act or omission occurring in whole or in part prior to such repeal or modification. ARTICLE VII Section 1. Right to Indemnification. Each individual who was or is a party to or is threatened to be made a party to or is otherwise involved in, any action, suit or proceeding, whether pending or threatened, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Corporation or otherwise (a "Proceeding"), by reason of the fact that such individual is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation and is or was serving at the request of the Corporation as a director, officer, employee or agent or of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, (an "Indemnitee") will be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against all expenses, liability and loss (including, without limitation, attorneys' fees and expenses, judgments, fines, excise taxes or penalties pursuant to the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith. The right to indemnification will extend to the heirs, executors, administrators and estate of any such director or officer. The right to indemnification provided in this Article VII: (a) will not be exclusive of any other rights to which any individual seeking indemnification may otherwise be entitled, including without limitation, pursuant to any contract approved by a majority of the Board of Directors (whether or not the directors approving such contract are or are to be parties to such contract or similar contracts); and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Article VII. Without limiting the generality or the effect of the foregoing, the Corporation may adopt Bylaws, or enter into one or more agreements with any individual, that provide for indemnification greater or otherwise different than that provided in this Article VII or the DGCL, and any such agreement approved by a majority of the Board of Directors will be a valid and binding obligation of the Corporation regardless of whether one or more members of the Board of Directors, or all members of the Board of Directors, are parties thereto or to similar agreements. Any amendment or repeal of, or adoption of any provision inconsistent with, this Article VII will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such 7

amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any contract entered into or right granted prior to the effective date of such amendment, repeal or adoption. Section 2. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this Article VII will include the right to be paid by the Corporation the expenses (including, without limitation, attorneys' fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an "Advancement of Expenses"); provided, however, that, if the DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) will be made only upon delivery to the Corporation of an undertaking (an "Undertaking"), by or on behalf of such Indemnitee, to repay all amounts so advanced if it will ultimately be determined by final judicial decision from which there is no further right to appeal (a "Final Adjudication") that such Indemnitee is not entitled to be indemnified for such expenses under this Section 2 of Article VII or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 1 and 2 of this Article VII shall be contract rights and such rights will continue as to an Indemnitee who has ceased to be a director or officer and will inure to the benefit of the Indemnitee's heirs, executors, administrators and estate. Section 3. Right of Indemnitee to Bring Suit. If a claim under Sections 1 and 2 of this Article VII is not paid in full by the Corporation within sixty (60) calendar days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period will be twenty (20) calendar days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee will be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right of an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Corporation it shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including the Board of Directors, legal counsel or stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including the Board of Directors, legal counsel or stockholders) that the Indemnitee has not met such applicable standard of conduct, will create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses pursuant to terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article VII or otherwise will be on the Corporation. 8

Section 4. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VII shall not be exclusive of any other right which any individual may have or hereafter acquire under any statute, this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, any vote of stockholders or directors, or otherwise. Section 5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, manager, trustee, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expenses, liability or loss, whether or not the Corporation would have the power to indemnify such individual against such expense, liability or loss under the DGCL. Section 6. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VII with respect to the indemnification and Advancement of Expenses of directors and officers of the Corporation. Section 7. Service for Subsidiaries. Any Person serving as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture or other enterprise, at least 50% of whose equity interests are owned by the Corporation (a "subsidiary" for this Article VII) will be conclusively presumed to be serving in such capacity at the request of the Corporation. Section 8. Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director, officer or other employee of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, will be conclusively presumed to have relied on the rights to indemnity, Advancement of Expenses and other rights contained in this Article VII in entering into or continuing such service. The rights to indemnification and to the Advancement of Expenses conferred in this Article VII shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof. Section 9. Merger or Consolidation. For purposes of this Article VII, 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 which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any Person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such 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 VII with respect to the resulting or surviving Corporation as he or she would have with respect to such constituent Corporation if its separate existence had continued. Section 10. Savings Clause. If this Article VII or any portion hereof will be invalidated on any ground by any court of competent jurisdiction, then the Corporation will nevertheless indemnify each Person entitled to indemnification under Section 1 of this Article VII as to all expense, liability and loss (including attorneys' fees and related disbursements, 9

judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Person and for which indemnification is available to such Person pursuant to this Article VII to the fullest extent permitted by any applicable portion of this Article VII that shall not have been invalidated and to the fullest extent permitted by Applicable Law. ARTICLE VIII Section 1. Definitions. As used in this Certificate of Incorporation, the term: (a) "Affiliate" means a Person that directly, or indirectly through one of more intermediaries, Controls, or is Controlled by, or is under common Control with, another Person. (b) "Alien" means "aliens," "their representatives," "a foreign government or representatives thereof" or "any corporation organized under the laws of a foreign country" as such terms are used in Section 310(b)(4) of the Communications Act of 1934 (the "Communications Act"). (c) "Applicable Law" means all applicable provisions of (a) constitutions, treaties, statutes, laws (including common law), rules, regulations, ordinances or codes of any Governmental Authority and (b) orders, decisions, injunctions, judgments, awards and decrees of any Governmental Authority. (d) "Associate" has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act. (e) "Beneficial Owner" (including, with its correlative meanings, "Beneficially Own" and "Beneficial Ownership"), with respect to any securities, means any Person which: (i) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to acquire (whether such right is exercisable immediately or only after the passage of time) such securities pursuant to any agreement, arrangement or understanding (whether or not in writing), including, without limitation, upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; (ii) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to vote or dispose of (whether such right is exercisable immediately or only after the passage of time) or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 under the Exchange Act but including all such securities which a Person has the right to acquire beneficial ownership of whether or not such right is exercisable within the 60-day period specified therein) such securities, including pursuant to any agreement, arrangement or understanding (whether or not in writing); (iii) has, or any of whose Affiliates or Associates has, any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof); or. 10

(iv) holds a direct or indirect beneficial ownership interest in the Person with record ownership or other beneficial ownership of capital stock of the Corporation. (f) "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. (g) "Control" means, with respect to a Person or Group, either of the following: (i) ownership by such Person or Group of Votes entitling it to exercise in the aggregate more than 10% of the Voting Power of the entity in question; or (ii) possession by such Person or Group of the power, directly or indirectly, (i) to elect a majority of the board of directors (or equivalent governing body) of the entity in question, or (ii) to direct or cause the direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise. (h) "Disinterested Director Approval" means approval by an independent committee of the Board comprised of Disinterested Directors. (i) "Disinterested Directors" means, with respect to any matter to be acted upon, each of the directors of the Corporation other than (i) for a transaction between the Corporation and a director, the director who is party to the transaction, (ii) for a transaction between the Corporation and any entity other than a wholly-owned subsidiary of the Corporation, each director that is an Interested Stockholder, or an employee or Affiliate of an Interested Stockholder, of such entity, or (iii) for a transaction between the Corporation and an Interested Stockholder of the Corporation, each director who is an employee or Affiliate of such Interested Stockholder. (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (k) "Federal Communications Laws" means any law of the United States now or hereafter in effect (and any regulation thereunder, including, without limitation, the Communications Act), and regulations thereunder, pertaining to the ownership and/or operation or regulating the business activities of (x) any television or radio station, daily newspaper, cable television system, Internet service provider or other medium of mass communications or (y) any provider of programming content to any such medium. (l) "Governmental Authority" means any federation, nation, state, sovereign or government, any federal, supranational, regional, state or local political subdivision, any governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission or similar dispute resolving panel or body, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of a government. (m) "Group" means any group within the meaning of Section 13(d)(3) of the Exchange Act. 11

(n) "Holder" or "Holders" shall mean (a) Craig O. McCaw, (b) Eagle River Holdings, LLC, (c) Intel Corporation, (d) all successors to a Holder by way of merger, consolidation or sale of all or substantially all of such Holder's assets and (d) all existing or future corporations, partnerships, joint ventures, associations and other entities (each a "Subsidiary Entity") in which such person or entity beneficially owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting stock, but excluding the Corporation or any Subsidiary Entity in which the Corporation beneficially owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting stock. (o) "Independent Director" means any member of the Board of Directors who meets the director independence requirements of the rules and regulations of The Nasdaq Stock Market, Inc. 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 or inter-dealer quotation system of a registered national securities association, the director independence requirements of the rules and regulations of that exchange or association, 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. (p) "Interested Stockholder" means (i) with respect to any corporation or other entity, any Person (other than the Corporation and any direct or indirect wholly-owned subsidiary of the Corporation) that is the Owner of Stock having (a) the right to vote more than 50% of the aggregate votes attributable to the Voting Stock of such corporation or other entity or (b) 50% or more of the economic interests of such corporation or other entity, and (ii) the Affiliates of any Person determined to be an Interested Stockholder under clause (i) of this Section 1(p). (q) "Market Price" means as to any security, the average of the closing prices of such security's sales on all domestic securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such 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 such day, or, if on any day such 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 such case averaged over a period of 21 days consisting of the day as of which "Market Price" is being determined and the 20 consecutive business days prior to such day; provided that if such security is listed on any domestic securities exchange the term "business days" as used in this sentence means business days on which such exchange is open for trading. If at any time such 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" shall be the fair value thereof determined in good faith by a majority of the Independent Directors. (r) "Owner," including the terms "Own" and "Owned," when used with respect to any Stock, means a Person that individually or with or through any of its Affiliates: (i) Beneficially Owns such Stock, directly or indirectly; 12

(ii) has (A) the right to acquire Beneficial Ownership of such Stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversation rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Owner of Stock tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates until such tendered Stock is accepted for purchase or exchange; or (B) the right to vote such Stock pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Owner of any Stock because of such Person's right to vote such Stock if the agreement, arrangement or understanding to vote such Stock arises solely from revocable proxy or consent given in response to a proxy or consent solicitation made to all holders of a class or series of such Stock; or (iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent or disposing of such Stock with any Person that Beneficially Owns, or whose Affiliates Beneficially Own, directly or indirectly, such stock. (s) "Permitted Transfer" by a holder of Class B Common Stock means any transfer to: (i) any Affiliate of the holder; (ii) if the holder is a partnership or limited liability company, any member or partner; or (iii) if the holder is an individual, any transfer to any immediate family member or any trust for the benefit of the individual or any immediate family member. (t) "Person" means an individual, a partnership, a limited liability company, an association, a joint venture, a corporation, a trust, any entity organized or existing under Applicable Law, an unincorporated organization or any Governmental Authority. (u) "Redemption Date" means the date fixed by the Board of Directors for the redemption of any shares of capital stock of the Corporation pursuant to Section 4(d) of Article IV. (v) "Redemption Securities" means any debt or equity securities of the Corporation, any of its Subsidiaries, or any combination thereof having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price pursuant to Section 4(d)(ii) of Article IV, in the opinion of an investment banking firm of recognized national standing selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), have a Market Price, at the time notice of redemption is given pursuant to Section 4(d)(iv) of Article IV, at least equal to the redemption price required to be paid by Section 4(d)(i) of Article IV. (w) "Subsidiary" means, with respect to any Person (the "Parent"), any other Person in which the Parent, one or more direct or indirect Subsidiaries of the Parent, or the 13

Parent and one or more of its direct or indirect Subsidiaries (a) have the ability, through ownership of securities individually or as a group, ordinarily, in the absence of contingencies, to elect a majority of the directors (or individuals performing similar functions) of such other Person, and (b) own more than 50% of the equity interests. (x) "Stock" means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest. (y) "Trading Day" means, with respect to any security, any day on which the principal national securities exchange on which such security is listed or admitted to trading or The Nasdaq Stock Market, Inc., if such security is approved for quotation thereon, is open for the transaction of business (unless such trading shall have been suspended for the entire day) or, if such security is not listed or admitted to trading on any national securities exchange or The Nasdaq Stock Market, Inc., any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. (z) "Vote" means, with respect to any entity, the ability to cast a vote at a stockholders', members' or comparable meeting of such entity with respect to the election of directors, managers or other members of such entity's governing body, or the ability to cast a general partnership or comparable vote. (aa) "Voting Power" means, with respect to any entity as at any date, the aggregate number of Votes outstanding as at such date in respect of such entity. (bb) "Voting Stock" means, with respect to any corporation, Stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity, including, without limitation, the Class A Common Stock and the Class B Common Stock. ARTICLE IX The Board of Directors may make, amend and repeal the Bylaws of the Corporation. Any Bylaw made by the Board of Directors under the powers conferred hereby may be amended or repealed by the Board of Directors (except as specified in any such Bylaw) or by the stockholders in the manner provided in the Bylaws of the Corporation. ARTICLE X Section 1. Certain Acknowledgements. In anticipation that: (a) each Holder will remain, for some period of time, a stockholder of the Corporation; (b) the Corporation and each Holder 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; 14

(c) there will or may be benefits to be derived by the Corporation through its continued or potential contractual, corporate and business relations with the Holders (including without limitation service of officers of the Holders as directors of the Corporation); and (d) there will be benefits in providing guidelines for directors and officers of the Holders and of the Corporation with respect to the allocation of corporate opportunities and other matters; the provisions of this Article X are set forth to regulate, define and guide the conduct of certain affairs of the Corporation as they may involve each Holder and its partners, principals, directors, officers, members, managers and/or employees, and the powers, rights, duties and liabilities of the Corporation and its officers, directors, employees and stockholders in connection therewith. Section 2. Competition and Corporate Opportunities. Except as each Holder may otherwise agree in writing, each Holder shall have the right to, and shall have no duty not to, (a) engage in the same or similar business activities or lines of business as the Corporation, (b) compete against the Corporation, (c) do business with any potential or actual competitor, customer or supplier of the Corporation, and (d) employ or otherwise engage any officer or employee of the Corporation. Neither a Holder nor any partners, principals, directors, officers, members, managers and/or employees thereof (except as provided in Section 3 of this Article X) shall be liable to the Corporation or its stockholders, regardless of the impact any such activities may have on the Corporation, for breach of any fiduciary duty by reason of any such activities of such Holder or of the participation therein of such person and the Corporation shall have no interest or expectancy that such Holder will not engage in any of the foregoing activities, any such interest or expectancy being hereby renounced by the Corporation. In the event that a Holder acquires knowledge of a potential transaction or matter that may be a corporate opportunity or otherwise of interest to such Holder and the Corporation, such Holder shall have no duty to communicate or present such corporate opportunity to the Corporation, the Corporation shall have no interest or expectancy in any such transaction or matter, any such interest or expectancy being hereby renounced by the Corporation, and, without limiting the generality of the foregoing, shall not be liable to the Corporation or its stockholders for breach of any fiduciary duty as a stockholder of the Corporation by reason of the fact that such Holder pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person, or does not present such corporate opportunity to the Corporation. Without limiting the generality of the foregoing, a Holder shall have no such duty and shall not be so liable even if a director or officer of the Corporation (including, without limitation, any such director or officer who is also a partner, principal, director, officer, member, manager and/or employee of such Holder) becomes aware of such transaction or matter in his or her capacity as a director or officer of the Corporation, so long as such Holder also learns, discovers, acquires or develops such transaction or matters independently or otherwise in a manner that was not based on such director's or officer's awareness of such transaction or matter. The provisions of this Section 2 of Article X shall apply and not be affected by any other provision of this Certificate of Incorporation including, without limitation, Sections 3 or 4 of Article X. Section 3. Allocation of Corporate Opportunities. In the event that a director or officer of the Corporation who is also a director, officer or employee of a Holder acquires knowledge of a potential transaction or matter that may be a corporate opportunity or otherwise 15

of interest to the Corporation and such Holder, such director or officer of the Corporation (a) shall have fully satisfied and fulfilled the fiduciary duties of such director or officer to the Corporation and its stockholders with respect to such corporate opportunity, (b) shall not be liable to the Corporation or its stockholders for breach of any fiduciary duty with respect to such corporate opportunity by reason of his or her not communicating information regarding such corporate opportunity to the Corporation, and/or such Holder's pursuing or acquiring such corporate opportunity for itself or directing such corporate opportunity to another person, (c) shall be deemed to have acted in good faith and in a manner such person reasonably believes to be in and not opposed to the best interests of the Corporation, and (d) shall 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 such corporate opportunity belongs to such Holder in accordance with the following policy: (i) 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 and/or employee of a Holder shall belong to such Holder, unless such opportunity is expressly offered to such person primarily in his or her capacity as a director of the Corporation, in which case such opportunity shall belong to the Corporation; (ii) a corporate opportunity offered or disclosed to any person who is an officer (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 Holder shall belong to the Corporation, unless such opportunity is expressly offered to such person primarily in his or her capacity as a partner, principal, director or member of such Holder, in which case such opportunity shall belong to such Holder; and (iii) a corporate opportunity offered or disclosed to any other person who is an officer or manager of both the Corporation and a Holder, or a partner, principal, director or member of both the Corporation and a Holder, shall belong to such Holder or to the Corporation, as the case may be, if such opportunity is expressly offered to such person primarily in his or her capacity as an partner, principal, director, member, officer or manager of such Holder or of the Corporation, respectively; otherwise, such opportunity shall belong to such Holder. Section 4. Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article X, a corporate opportunity will not be deemed to belong to the Corporation if it is a business opportunity or matter (i) that the Corporation is not contractually permitted, financially able or legally able to undertake, (ii) 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 (iii) in which the Corporation or a Holder is permitted to participate pursuant to any agreement between the Corporation and such Holder that has been approved by a majority of the Arm's Length Directors, it being acknowledged that the rights of the Corporation under any such agreement shall be deemed to be contractual rights and shall not be corporate opportunities of the Corporation for any purpose; provided, however, that no presumption or implication as to corporate opportunities relating to any transaction not explicitly covered by such an agreement shall arise from the existence or absence of any such agreement. 16

Section 5. Agreements and Transactions with any Holder. If any contract agreement, arrangement or transaction between the Corporation and a Holder involves a corporate opportunity and is approved in accordance with the procedures set forth in Article XI hereof, such Holder and its officers and directors (including without limitation, any such person who is also a director or officer of the Corporation) shall also, for the purposes of this Article X 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 such contract, agreement, arrangement or transaction involving a corporate opportunity not so approved shall not by reason thereof result in any such breach of any fiduciary duty, but shall be governed by the other provisions of Article X, this Certificate of Incorporation, the bylaws, the Delaware General Corporation Law and other Applicable Law. Section 6. Amendment of this Article. Notwithstanding anything to the contrary elsewhere contained in this Certificate of Incorporation, the affirmative vote of the holders of at least 75% of the Voting Power of all shares of Common Stock then outstanding, voting together as a single class, shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, this Article X. Section 7. Deemed Notice. Any person purchasing or otherwise acquiring any interest in any shares of stock or other securities (including without limitation stock options) of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X. Section 8. No Expansion. Nothing in this Article X is intended to, and shall not be construed to, expand any party's fiduciary duties under Applicable Law. Section 9. Chairman of the Board Not an Officer. For purposes of this Article X, a director of the Corporation who is Chairman of the Board of Directors of the Corporation shall not be deemed to be an officer of the Corporation by reason of holding such position (regardless of whether such position is deemed an office of the Corporation under the bylaws of the Corporation), unless such person is a full-time employee of the Corporation. ARTICLE XI Section 1. Certain Acknowledgements. In anticipation that: (a) each Holder will remain, for some period of time, a stockholder of the Corporation and have continued contractual, corporate and business relations with the Corporation; (b) the Corporation and each Holder may enter into contracts or otherwise transact business with each other and the Corporation may derive benefits therefrom; and (c) the Corporation may from time to time enter into contractual, corporate or business relations with one or more of its directors, or one or more corporations, partnerships, associations or other organizations in which one or more of its directors have a financial interest (collectively, "Related Entities"); 17

the provisions of this Article XI are set forth to regulate and guide certain contractual relations and other business relations of the Corporation as they may involve each Holder, Related Entities and their respective officers and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith. Section 2. No Limitation. The provisions of this Article XI are in addition to, and not in limitation of, the provisions of the Delaware General Corporation Law and the other provisions of this Certificate of Incorporation. Any contract or business relation which does not comply with procedures set forth in this Article XI shall not by reason thereof be deemed void or voidable or result in any breach of any fiduciary duty to, or duty of loyalty to, or failure to act in good faith or in the best interests of, the Corporation, or the derivation of any improper personal benefit, but shall be governed by the remaining provisions of this Certificate of Incorporation, the Bylaws, the Delaware General Corporation Law and other Applicable Law. Section 3. Related Party Transactions. No contract, agreement, arrangement or transaction between the Corporation, on the one hand, and a Holder or a Related Entity or one or more of the directors or officers of the Corporation, on the other hand, or any amendment, modification or termination thereof, shall be void or voidable solely for the reason that a Holder or Related Entity or any one or more of the officers or directors of the Corporation are parties thereto, or solely because any such directors or officers are present at or participate in the meeting of the Board of Directors or committee thereof which authorizes such contract, agreement, arrangement, transaction, amendment, modification or termination (each, a "Transaction") or solely because his, her or their votes are counted for such purpose, and a Holder, any Related Entity and such directors and officers (a) shall have fully satisfied and fulfilled any fiduciary duties they may have to the Corporation and its stockholders with respect thereto, (b) shall not be liable to the Corporation or its stockholders for any breach of any fiduciary duty they may have by reason of their approving any such Transaction or the Corporation's entering into, performing or consummating any such Transaction, (c) shall be deemed to have acted in good faith and in a manner such persons reasonably believed to be in and not opposed to the best interests of the Corporation, to the extent such standard is applicable to such person's conduct, and (d) shall be deemed not to have breached any duties of loyalty to the Corporation or its stockholders, whether or not they have derived a personal benefit therefrom, if: (i) the material facts as to the Transaction are disclosed or are known to the Board of Directors or the committee thereof that authorizes the Transaction and the Board of Directors or such committee in good faith authorizes or approves the Transaction by the affirmative vote of a majority of me directors on the Board of Directors who are disinterested with respect to the Transaction ("Arm's Length Directors") or such committee (even though the Arm's Length Directors are less than a quorum); (ii) the material facts as to the Transaction are disclosed or are known to the holders of the voting stock entitled to vote thereon, and the Transaction is specifically approved in good faith by vote of the holders of a majority of the then outstanding voting stock not owned by such Holder or such Related Entity, voting together as a single class; 18

(iii) such Transaction is effected pursuant to, and consistent with, terms and conditions specified in any arrangements, standards, protocols or guidelines (collectively, the "Guidelines") which are in good faith authorized or approved, after disclosure or knowledge of the material facts related thereto, by the affirmative vote of a majority of the Arm's Length Directors on the Board of Directors or the applicable committee thereof (even though the Arm's Length Directors are less than a quorum) or by vote of the holders of a majority of the then outstanding voting stock not owned by such Holder or such Related Entity, voting together as a single class (such authorization or approval of such Guidelines constituting or being deemed to constitute authorization or approval of such Transaction); or (iv) such Transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders of the Corporation. In addition, each Transaction authorized, approved or effected, and such Guidelines so authorized or approved, as described in (i), (ii), or (iii) above, shall be deemed to be entirely fair to the Corporation and its stockholders; provided, however, that if such authorization or approval is not obtained, or such Transaction is not so effected, no presumption shall arise that such Transaction or such Guidelines are not fair to the Corporation and its stockholders. Section 4. Certain Interested Party Transactions. Except as expressly permitted under Section 3 of that certain Amended and Restated Stockholders Agreement, dated as of March 16, 2004, as amended from time to time, between the Corporation and certain of its stockholders, any transaction between the Corporation and (i) one or more of the Corporation's directors or officers or any entity (other than a wholly-owned subsidiary of the Corporation) in which any of the Corporation's directors or officers is an employee or Affiliate of an Interested Stockholder of such entity, (ii) an Interested Stockholder, or (iii) any other transaction otherwise provided for in the Corporation's bylaws, shall be (x) fair to the Corporation and (y) subject to Disinterested Director Approval or approval by the disinterested stockholders. Section 5. Quorum. Directors of the Corporation who are also directors, officers or employees of a Holder or any Related Entity may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that authorizes or approves any such Transaction or any such Guidelines. Voting stock owned by a Holder and any Related Entities may be counted in determining the presence of a quorum at a meeting of stockholders that authorizes or approves any such Transaction or any such Guidelines. Section 6. No Breach. A Holder shall not be liable to the Corporation or its stockholders for breach of any fiduciary duty it may have by reason of the fact that such Holder takes any action or exercises any rights or gives or withholds any consent in connection with any Transaction between such Holder and the Corporation. No vote cast or other action taken by any person who is an officer, director or other representative of a Holder, which vote is cast or action is taken by such person in his capacity as a director of the Corporation, shall constitute an action of, or the exercise of a right by, or a consent of, such Holder for the purpose of any such Transaction. 19

Section 7. Deemed Notice. Any person purchasing or otherwise acquiring any interest in any shares of stock or other securities (including without limitation stock options) of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XI. Section 8. No Expansion. Nothing in this Article XI is intended to, nor shall anything in this Article XI be construed to, expand any party's fiduciary duties under Applicable Law. ARTICLE XII The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereinafter prescribed by statutes, and all rights conferred upon the stockholders therein are granted subject to this reservation. The number of authorized shares of any class of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) only by the affirmative vote of the holders of a majority of the capital stock of the Corporation entitled to vote, voting together as a single class. As permitted under Section 242(b)(2) of the DGCL, no class of capital stock of the Company will be entitled to vote as a separate class upon a proposed amendment to increase or decrease the authorized number of shares of such class. ARTICLE XIII Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of the capital stock required by law or this Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds of the combined Voting Power of all of the then outstanding shares of the Corporation eligible to be cast in the election of directors will be required to amend, alter, change or repeal Articles VI, VII, X, XII or XIV hereof, or this Article XIII, or any provision thereof or hereof. ARTICLE XIV The Corporation expressly elects to be governed by Section 203 of the DGCL. Notwithstanding the terms of Section 203 of the DGCL, no Holders or their respective Affiliates will be deemed at any time and without regard to the percentage of voting stock of the Corporation owned by the Holders or their respective Affiliates, as applicable, to be an "interested stockholder" as such term is defined in Section 203(c)(5) of the DGCL. 20

EXHIBIT 10.26 MARKET OPERATION, SPECTRUM LEASE AND SUBLICENSE AGREEMENT dated October 22, 2004 by and among the Sprint Subsidiaries listed on the Schedule R-1 hereto ("Sprint") and Fixed Wireless Holdings, LLC ("Operator") SPRINT PROPRIETARY INFORMATION EXECUTION VERSION

Table of Contents <TABLE> <CAPTION> Page <S> <C> Article I DEFINITIONS ................................................................... 2 Article II ROLLING CLOSING AND CLOSING CONDITIONS ....................................... 9 2.1 Term ........................................................................ 9 2.2 Rolling Closings ............................................................ 9 2.3 Initial Closing ............................................................. 9 2.4 Deliveries on Initial Closing Date .......................................... 11 2.5 Market Closings ............................................................. 12 2.6 Deliveries on the Rolling Market Closing Date ............................... 13 2.7 Termination Date ............................................................ 13 2.8 Tower Lease Consents ........................................................ 14 2.9 Covenants Pending Closing ................................................... 14 Article III LEASE OF SPRINT SPECTRUM; USE OF THIRD PARTY SPECTRUM ....................... 15 3.1 Lease of Sprint Spectrum .................................................... 15 3.2 Use of Leased Spectrum ...................................................... 19 Article IV PRIMARY LEASE MANAGEMENT ..................................................... 22 4.1 Primary Lease Performance ................................................... 22 4.2 Primary Lease Defaults By Third Party Licensees ............................. 23 4.3 Primary Lease Management .................................................... 24 Article V SPECTRUM MANAGEMENT ........................................................... 25 5.1 Sprint Authorization Modifications and Coordination Documents ............... 25 5.2 Leased Authorization Modifications and Coordination Documents ............... 26 5.3 Limitations ................................................................. 27 5.4 Third Party Licensee Programming Obligations ................................ 28 </TABLE> SPRINT PROPRIETARY INFORMATION EXECUTION VERSION i

<TABLE> <S> <C> 5.5 Additional Spectrum Rights .................................................. 29 5.6 Band Plan ................................................................... 31 5.7 FCC Transitions ............................................................. 31 Article VI FEES AND EXPENSES ............................................................ 33 6.1 Primary Lease Fees and Expenses ............................................. 33 6.2 Regulatory Fees and Expenses ................................................ 33 6.3 Initial Fee ................................................................. 33 6.4 Monthly Fee ................................................................. 33 6.5 Payments .................................................................... 33 6.6 Taxes ....................................................................... 34 6.7 Reimbursement and Other Expenses ............................................ 34 6.8 Security .................................................................... 34 6.9 Spectrum Opportunities ...................................................... 35 Article VII EQUIPMENT AND OPERATION OF SPECTRUM ......................................... 35 7.1 Transmission Equipment ...................................................... 35 7.2 Option to Purchase or Continue to Use Transmission Equipment ................ 36 7.3 Site Availability ........................................................... 36 7.4 Use of Transmission Facilities Following Term of Primary Lease .............. 37 7.5 Construction ................................................................ 37 7.6 Insurance ................................................................... 37 7.7 Obligation to Operate ....................................................... 38 7.8 Inspection Rights ........................................................... 38 Article VIII INFORMATION AND REPORTING .................................................. 38 8.1 Financial Statements ........................................................ 38 8.2 Spectrum and Operator Controlled Spectrum ................................... 39 </TABLE> SPRINT PROPRIETARY INFORMATION EXECUTION VERSION ii

<TABLE> <S> <C> Article IX REPRESENTATIONS AND WARRANTIES ............................................... 39 9.1 By Operator ................................................................. 39 9.2 By Sprint ................................................................... 40 9.3 Survival of Representations and Warranties .................................. 43 Article X DEFAULTS; TERMINATION ......................................................... 43 10.1 Termination for Loss of Authorizations or Primary Leases ................... 43 10.2 Termination by Agreement or for Default .................................... 43 10.3 Partial Termination for Default ............................................ 45 10.4 Breach of Representations and Warranties ................................... 45 10.5 Other Remedies ............................................................. 45 10.6 Expenses ................................................................... 45 Article XI INDEMNIFICATION .............................................................. 45 11.1 Indemnification by Sprint .................................................. 45 11.2 Indemnification by Operator ................................................ 46 11.3 Claims for Indemnification ................................................. 46 Article XII ASSIGNMENT .................................................................. 47 Article XIII CONFIDENTIALITY [***] ..................................................... 48 13.1 Confidentiality ............................................................ 48 13.2 No Publicity Without Consent ............................................... 49 13.3 [***] ...................................................................... 49 Article XIV DISPUTES 50 14.1 Dispute Resolution Through Arbitration 50 14.2 Specific Performance 51 14.3 Jurisdiction and Venue 51 </TABLE> SPRINT PROPRIETARY INFORMATION EXECUTION VERSION iii

<TABLE> <S> <C> Article XV COVENANTS .................................................................... 51 15.1 Compliance with Law ........................................................ 51 15.2 Wholesale Pricing .......................................................... 51 15.3 Other Relationships ........................................................ 52 Article XVI SPRINT'S TOWER FACILITIES ................................................... 52 Article XVII SPRINT'S RIGHT TO RECAPTURE MARKET ......................................... 53 17.1 Recapture Right ............................................................ 53 17.2 Put Option ................................................................. 63 17.3 Purchase Option ............................................................ 68 17.4 Fair Market Value Determination ............................................ 72 Article XVIII INTERPRETATION AND CONTRACT ADMINISTRATION ................................ 73 18.1 Notices .................................................................... 73 18.2 Interpretation and Construction ............................................ 74 18.3 Amendment and Waiver ....................................................... 75 18.4 Third Parties .............................................................. 75 18.5 Entire Understanding ....................................................... 75 18.6 Severability ............................................................... 75 18.7 Further Assistance ......................................................... 75 18.8 Force Majeure .............................................................. 76 18.9 Counterparts ............................................................... 76 18.10 Word Meanings ............................................................. 76 18.11 Reliance .................................................................. 76 18.12 Survival of Obligations ................................................... 76 18.13 Relationship of the Parties ............................................... 77 18.14 Governing Law ............................................................. 77 </TABLE> SPRINT PROPRIETARY INFORMATION EXECUTION VERSION iv

<TABLE> <S> <C> 18.15 Limitation of Liability ................................................... 77 </TABLE> <TABLE> <S> <C> Schedule R-1 Sprint Subsidiaries Schedule R-2 Primary Leases, Third Party Licensees and Leased Authorizations Schedule R-3 Sprint Authorizations Schedule R-4 Markets Schedule 3.2 Consents Schedule 3.2(b) Disputed Primary Leases Schedule 4.1 Sprint Primary Lease Duties Schedule 4.3(b) Non-Flex Use Primary Leases Schedule 5.1(b) Spectrum Management Fees Schedule 5.2(b) Sprint Management Fees for Leased Spectrum Schedule 5.5 Existing Operator Controlled Spectrum Schedule 6.3 Market Closing Payments Schedule 6.4 Monthly Fees Schedule 6.9 Spectrum Opportunities Schedule 7.1(a) Sprint Transmission Equipment Schedule 7.1(b) Equipment Service Level Requirements Schedule 7.5 Construction Obligations Schedule 9.1(f) Financing Commitments Schedule 9.2(c) No Violation Schedule 9.2(d) Litigation Schedule 9.2(e) (iii) Pending Applications Schedule 9.2(e) (iv) Valid Authorizations Schedule 9.2(e) (v) Primary Lease Defaults Schedule 9.2(e) (vi) Tower Lease Defaults Schedule 9.2(e) (vii) Sprint Interference Consents Schedule 9.2(e) (viii) Licensee Interference Consents Schedule 16 Tower Leases Schedule 17.1(h) Example of Computation of Paid In Fees Schedule 17.2(a) Example of Computation of Put Price Exhibit A Form of Consent Exhibit B MHz Household Computation Exhibit C Transmission Facilities Operation and Maintenance Agreement Exhibit D Form of Licensee Notice Exhibit E Transition Services Agreement Exhibit F Parent Guaranty Exhibit G Put/Call Term Sheet </TABLE> SPRINT PROPRIETARY INFORMATION EXECUTION VERSION v

MARKET OPERATION, SPECTRUM LEASE AND SUBLICENSE AGREEMENT THIS MARKET OPERATION, SPECTRUM LEASE AND SUBLICENSE AGREEMENT ("Agreement") is entered into as of October 22, 2004 (the "Effective Date"), by and among each of the wholly owned subsidiaries of Sprint Corporation identified in Schedule R-1 attached hereto (each, a "Sprint Subsidiary" and collectively, the "Sprint Subsidiaries" or "Sprint"), and Fixed Wireless Holdings, LLC ("Operator"). Sprint and Operator are also referred to in this Agreement as a "Party" and collectively as the "Parties". PRELIMINARY STATEMENTS Certain Sprint Subsidiaries are parties to the channel lease agreements identified in Schedule R-2 attached hereto, pursuant to which the respective subsidiaries lease certain Multichannel Multipoint Distribution Service, Multipoint Distribution Service or Instructional Television Fixed Service spectrum rights from the respective licensees which are parties to such channel leases. Pursuant to each of the authorizations identified in Schedule R-3 attached hereto, certain Sprint Subsidiaries are authorized by the FCC to construct and operate facilities utilizing the frequencies assigned to certain FCC authorizations within the geographic areas designated therein and, in the case of the Basic Trading Area authorizations, hold the right to utilize additional frequencies in additional areas under certain conditions. Operator is in the business of acquiring, constructing and operating an advanced high speed wireless data system and may, in the future, provide voice, video, data or other communications services via microwave transmissions. Operator desires to use (a) certain transmission capacity of the spectrum licensed to certain Sprint Subsidiaries pursuant to the terms hereof and (b) certain transmission capacity of the channels leased to Sprint by third party licensees, pursuant to the terms hereof and the terms and conditions set forth in the underlying channel leases. The Parties are entering into this Agreement with the intent that Operator will construct and commence operation of an advanced high speed wireless data system using such spectrum and that Operator may use such spectrum for any other purposes now or hereafter allowed by the FCC's rules and policies. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 1

AGREEMENT In consideration of the premises and the mutual covenants, agreements, undertakings, representations and warranties set forth in this Agreement, and subject to the terms and conditions contained in this Agreement, the Parties agree as follows: Article I DEFINITIONS For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article I: "AAA" has the meaning set forth in Section 14.1. "Acquisition Costs" has the meaning set forth in Section 17.1(h). "Agreement" means this Market Operation, Spectrum Lease and Sublicense Agreement. "Applicable Percentage" has the meaning set forth in Section 17.1(h) "Authorization" means either a Sprint Authorization or Leased Authorization and "Authorizations" means collectively the Sprint Authorizations and Leased Authorizations. "Band Plan" has the meaning set forth in Section 5.6. "BRS" means Broadband Radio Service, as that term is defined in the New FCC Order. "BTA" means Basic Trading Area, as that term is defined in the FCC Rules. "Call Assignment Application" has the meaning set forth in Section 17.3(d)(i) "Call Closing" has the meaning set forth in Section 17.3(e). "Call Leased Spectrum Assignment Application" has the meaning set forth in Section 17.3(d)(ii). "Call Leased Spectrum Assignment Notification" has the meaning set forth in Section 17.3(d)(iii). "Call Notice" has the meaning set forth in Section 17.3(a). "Call Option" has the meaning set forth in Section 17.3(a). "Call Price" has the meaning set forth in Section 17.3(a). "Call Waiting Period" has the meaning set forth in Section 17.3(b) "Claiming Party" has the meaning set forth in Section 11.3. "Closed Market" has the meaning set forth in Section 2.2. "Closing" has the meaning set forth in Section 2.2. "Confidential Information" has the meaning set forth in Section 13.1. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 2

"Co-Proponent" means any Sprint Subsidiary or the Operator which is then jointly serving as a Proponent to effectuate the transition of adjacent markets pursuant to the FCC Market Transition Rules. "Consent" has the meaning set forth in Section 3.2(b). "Consent Date" has the meaning set forth in Section 3.2(b). "Construction Default" has the meaning set forth in Section 10.2. "Coordination Document" means any market coordination agreement, interference consent or similar document consenting to facilities of another licensee which would not otherwise be permitted under the FCC Rules. "Costs" means all costs and expenses of every kind that a Party pays to any unrelated third-party arising out of the performance and administration of this Agreement, including legal fees, engineering fees, consulting fees, and all expenses incurred in providing such services, regulatory fees and all taxes other than income taxes and payroll taxes. "Current FCC Rules" means the Title 47 U.S. Code of Federal Regulations and the policies of the FCC as in effect as of the Effective Date. "EBS" means Educational Broadband Service, as that term is defined in the New FCC Order. "Effective Date" means the date first written above. "Efforts" means the efforts that a reasonably prudent person or entity desirous of achieving a result would use in similar circumstances to ensure that such result is achieved; provided, however, that an obligation to use Efforts under this Agreement does not require the Party subject to that obligation to take actions or incur costs that would result in a materially adverse change in the benefits such Party expects to realize from this Agreement. "Eligible Spectrum" has the meaning set forth in Section 17.1(a). "Engineering Arbitrator" has the meaning set forth in Section 14.1. "FCC" means the Federal Communications Commission. "FCC Lease Applications" has the meaning set forth in Section 3.1(c). "FCC Market Transition Rules" has the meaning set forth in Section 5.7. "FCC Rules" means Title 47 U.S. Code of Federal Regulations and the policies of the FCC, as each may be amended from time to time. "Final Order" means an order of the FCC which is effective, which is not subject to any petition for reconsideration, petition to deny or informal objection, application for review, notice of appeal, petition for writ of certiorari or request for stay and the time for any Party to seek such relief or for the FCC to grant such relief sua sponte has expired. "Financial Statements' has the meaning set forth in Section 9.1(e). "GSA" means Geographic Service Area as that term is defined in the New FCC Order. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 3

"Guarantor" means Clearwire Corporation, a Delaware corporation, and its successors and assigns. "Indemnifying Party" has the meaning set forth in Section 11.3. "Initial Closing Date" means the date upon which the first Closing occurs with respect to any of the Markets. "Initial Fee" has the meaning set forth in Section 6.3. "Initial Term" has the meaning set forth in Section 2.1. "Investment Costs" has the meaning set forth in Section 17.1(h). "ITFS" means Instructional Television Fixed Service, as such term is defined in the Current FCC Rules. Pursuant to the New FCC Order, the FCC has changed the name of ITFS to EBS and therefore following the date on which the rules promulgated pursuant to the New FCC Order become effective, the term "ITFS" as used herein will be deemed to mean "EBS". "Leased Authorization" means, subject to adjustment as provided in this Agreement, (a) each authorization listed in Schedule R-2 which is attributable to a Closed Market, and (b) any FCC authorization for ITFS or MDS spectrum which is now or hereafter considered Leased Spectrum. Upon any Market becoming a Closed Market, any authorization listed in Schedule R-2 attributable to such newly Closed Market will automatically be considered as a Leased Authorization for purposes of this Agreement. Each and every Leased Authorization is collectively referred to herein as the "Leased Authorizations". "Leased Spectrum" means the spectrum which is leased by a Sprint Subsidiary from a third party and which Operator is entitled to use pursuant to the terms of this Agreement, including, (a) subject to the terms of Section 3.2(b), all spectrum listed in Schedule R-2 which is attributable to a Closed Market and (b) any ITFS or MDS spectrum which is hereafter leased to a Sprint Subsidiary, or which a Sprint Subsidiary is otherwise entitled to use in the Markets, pursuant to any contractual arrangement, and which is leased to Operator pursuant to the terms of Section 5.5 of this Agreement. Upon any Market becoming a Closed Market, subject to Section 3.2(b), any spectrum listed in Schedule R-2 attributable to such newly Closed Market will automatically be considered as Leased Spectrum for purposes of this Agreement. "Licensees" means collectively the Third Party Licensees and the Sprint Licensees. "Long Term De Facto Lease Transfer Effective Date" has the meaning set forth in Section 3.1(d). "Market" means any BTA listed on Schedule R-4 attached hereto or the [***] Geographic Service Area (as such term is defined in the New FCC Order), and "Markets" means all BTAs listed on Schedule R-4 and the [***] Geographic Service Area. "Market Closing" has the meaning set forth in Section 2.5. "Market Closing Date" has the meaning set forth in Section 2.5. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 4

"Market Closing Payments" means those payments identified and allocated by Market in Schedule 6.3 and which are due and payable to Sprint on the Initial Closing Date and each subsequent Market Closing Date. "MDS" means collectively Multichannel Multipoint Distribution Service and Multipoint Distribution Service, as such terms are defined in the Current FCC Rules. Pursuant to the New FCC Order, the FCC has changed the name of MDS to BRS and therefore following the date on which the rules promulgated pursuant to the New FCC Order become effective, the term "MDS" as used herein will be deemed to mean "BRS." "MHz Households" means the MHz per household in any given Market as determined in accordance with the methodology set forth in Exhibit B. "Minimum Number of Markets" has the meaning set forth in Section 2.3(b). "Monthly Fee" has the meaning set forth in Section 6.4. "Monthly Gross Revenues" has the meaning set forth in Section 6.8. "New FCC Order" means that certain Report and Order and Further Notice of Proposed Rulemaking dated June 10, 2004 in WT Docket No. 03-66 and several related dockets, and which was released by the FCC on My 29, 2004. "Operator" means Fixed Wireless Holdings, LLC, a Delaware limited liability company, and its permitted successors and assigns. "Operator Acquisition Expenses" has the meaning set forth in Section 17.1(h). "Operator Affiliate" means (a) Guarantor, for so long as it controls Operator, (b) any entity other than Guarantor which directly has the power to vote by ownership, proxy, contract or otherwise, securities constituting 50% or more of the voting securities of Operator or direct the appointment of 50% or more of the membership of the board or similar governing body of Operator, (c) any entity or person which is owned or controlled by Operator and (d) any entity which Guarantor controls, for so long as Guarantor controls Operator. For the purpose of this definition, an entity or person will be deemed to "control" another entity if (and only for so long as) such entity has the right to directly or indirectly (a) vote by ownership, proxy, contract or otherwise, securities constituting 50% or more of the voting securities of an entity, or (b) appoint 50% or more of the membership on the board or similar governing body of an entity. "Operator Contributed Proportion" has the meaning set forth in Section 17.1(h). "Operator Controlled Spectrum" means collectively the Operator Leased Spectrum and Operator Owned Spectrum. "Operator Indemnitee(s)" has the meaning set forth in Section 11.1. "Operator Leased Spectrum" means any MDS or ITFS spectrum rights held or hereafter acquired by Operator or any Operator Affiliate in any Closed Market pursuant to a contractual agreement with a party which is not a Sprint Subsidiary where the Operator or Operator Affiliate is not, or does not become, the licensee of said spectrum. For avoidance of doubt, as of the Effective Date the spectrum rights listed on Schedule 5.5 which Operator or any Operator Affiliate is, or will be, entitled to use pursuant to a contractual agreement, is Operator Leased Spectrum for purposes of this Agreement (as of the effective date of such contractual SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 5

agreement); provided that the Markets to which such spectrum is attributable are Closed Markets. "Operator Owned Spectrum" means any MDS or ITFS spectrum rights held or hereafter acquired by Operator or any Operator Affiliate in any Closed Market, where Operator or such Operator Affiliate is or becomes the licensee for said spectrum. For avoidance of doubt, as of the Effective Date the spectrum rights listed on Schedule 5.5 which is, or will be, licensed to Operator or any Operate Affiliate is Operator Owned Spectrum for the purpose of this Agreement (as of such time as such spectrum right is assigned to or acquired by Operator or an Operator Affiliate); provided that the Markets to which such spectrum is attributable are Closed Markets. "Operator Transmission Equipment" has the meaning set forth in Section 7.1. "Owned Spectrum Assignment Application" has the meaning set forth in Section 17.1(e)(i). "Paid In Fees" has the meaning set forth in Section 17.1(h). "Parent Guaranty" has the meaning set forth in Section 6.8. "Party" means either Sprint or Operator and "Parties" means both Sprint and Operator. "Potential Spectrum" has the meaning set forth in Section 6.9. "Primary Lease" means each channel lease agreement identified in Schedule R-2 which is attributable to a Closed Market and any new channel lease agreement pursuant to which any Sprint Subsidiary becomes entitled to use any ITFS or MDS channels for commercial purposes in Region 1 and which are subleased to Operator pursuant to Section 5.5 of this Agreement, as each may be amended or extended as contemplated herein. Upon any Market becoming a Closed Market, any channel lease agreement listed in Schedule R-2 attributable to such newly Closed Market and any new channel lease agreement which channels are applicable to a Closed Market and which are subleased to Operator pursuant to Section 5.5 will automatically be considered as a Primary Lease for purposes of this Agreement. Each and every Primary Lease from time to time in effect are herein collectively referred to as the "Primary Leases". "Primary Lease Costs" has the meaning set forth in Section 6.1. "Primary Lease Fees" has the meaning set forth in Section 6.1. "Primary Lease Reimbursements" has the meaning set forth in Section 6.1. "Prohibited Entity" has the meaning set forth in Article XII. "Proponent" has the meaning set forth in the FCC Market Transition Rules. "Proposed Leased Authorizations" means all of the authorizations listed in Schedule R-2 or any FCC authorizations covering any Proposed Leased Spectrum. "Proposed Primary Leases" means all of the third party lease agreements with Sprint set forth in Schedule R-2. "Proposed Leased Spectrum" means the spectrum which is leased by a Sprint Subsidiary from a third party and which is listed in Schedule R-2. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 6

"Proposed Spectrum" means the Proposed Sprint Spectrum and the Proposed Leased Spectrum. "Proposed Sprint Spectrum" means all of the spectrum which is listed in Schedule R-3. "Put Assignment Application" has the meaning set forth in Section 17.2(d)(i). "Put/Call Term Sheet" has the meaning set forth in Section 17.2(d). "Put Closing" has the meaning set forth in Section 17.2(e). "Put Leased Spectrum Assignment Application" has the meaning set forth in Section 17.2(d)(ii). "Put Leased Spectrum Assignment Notification" has the meaning set forth in Section 17.2(d)(iii). "Put Notice" has the meaning set forth in Section 17.2(a). "Put Price" has the meaning set forth in Section 17.2(a). "Recapture Closing" has the meaning set forth in Section 17.1(f). "Recapture Notice" has the meaning set forth in Section 17.1(a). "Recaptured Lease Assignment Application" has the meaning set forth in Section 17.1(e)(ii). "Recaptured Lease Assignment Notification" has the meaning set forth in Section 17.1(e)(iii). "Recapture Price" has the meaning set forth in Section 17.1(h) "Recaptured Spectrum" has the meaning set forth in Section 17.1(a). "Region 1" means collectively all Markets. "Rejected Lease Credit" has the meaning set forth in Section 3.2(b). "Rejected Lease Fee" has the meaning set forth in Section 3.2(b). "Rejected Lease Initial Fee" has the meaning set forth in Section 3.2(b). "Rejected Primary Lease" has the meaning set forth in Section 3.2(b). "Renewal Term" has the meaning set forth in Section 2.1. "Revenue Threshold" has the meaning set forth in Section 6.8. "Rules" has the meaning set forth in Section 14.1. "Security" has the meaning set forth in Section 6.8. "Spectrum" means collectively, the Leased Spectrum and Sprint Spectrum. "Spectrum Development Cap" has the meaning set forth in Section 4.3(b). "Spectrum Grouping" has the meaning set forth in Section 17.1(c)(i). "Spectrum Grouping Criteria" has the meaning set forth in Section 17.1(d). SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 7

"Sprint" means collectively all Sprint Subsidiaries. "Sprint Authorization" means (a) any FCC authorization identified in Schedule R-3 attributable to a Closed Market, and (b) any FCC authorization hereafter issued by the FCC to, or acquired by, any Sprint Subsidiary to construct and operate MDS or ITFS facilities assigned to such authorization within a Closed Market and which is leased to Operator as contemplated pursuant to this Agreement. Each and every Sprint Authorization from time to time in effect are herein collectively referred to as the "Sprint Authorizations" Sprint Authorizations do not include any FCC authorizations acquired by any Sprint Subsidiary pursuant to Section 17.1. "Sprint Contributed Proportion" has the meaning set forth in Section 17.1(h). "Sprint Entity" means Sprint Corporation and any subsidiary of Sprint Corporation. "Sprint Indemnitee(s)" has the meaning set forth in Section 11.2. "Sprint Licensee" means any Sprint Subsidiary which holds a Sprint Authorization which is then subject to the terms of this Agreement. Each and every Sprint Licensee is collectively referred to herein as the "Sprint Licensees". "Sprint Renewal Application" has the meaning set forth in Section 3.1(g). "Sprint Spectrum" means the frequencies that the Sprint Licensees are authorized at any given time to utilize pursuant to the Sprint Authorizations within the geographic areas designated therein, provided that such Sprint Authorizations are attributable to a Closed Market. Upon any Market becoming a Closed Market, any spectrum listed in Schedule R-3 attributable to such newly Closed Market will automatically be considered as Sprint Spectrum for purposes of this Agreement, provided that the corresponding Sprint Authorization is in full force and effect. "Sprint Subsidiary" means of any of the wholly owned subsidiaries of Sprint Corporation which are identified on Schedule R-1 attached hereto, and each of their respective successors and assigns. "Sprint Subsidiaries" means collectively, each and every Sprint Subsidiary. "Sprint Transmission Equipment" has the meaning set forth in Section 7.1. "Sprint's Pro Rata Share" has the meaning set forth in Section 17.1 (k). "Substitute Tower Lease" has the meaning set forth in Section 2.8. "Term" has the meaning set forth in Section 2.1. "Third Party Licensee" means any person or entity, other than a Sprint Entity, which may be from time to time a party to a Primary Lease. Each and every Third Party Licensee is collectively referred to herein as "Third Party Licensees". "Towers" has the meaning set forth in Article XVI. "Tower Leases" has the meaning set forth in Article XVI. "Tower Sublease Consent" has the meaning set forth in Article XVI. "Tower Subleases" has the meaning set forth in Article XVI. "Transition Costs" has the meaning set forth in Section 17.1(h). SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 8

"Transition Plan" has the meaning set forth in the FCC Market Transition Rules. "Transition Services Agreement' has the meaning set forth in Section 5.4. "Transmission Equipment" has the meaning set forth in Section 7.1. "Transmission Facilities Operation and Maintenance Agreement" has the meaning set forth in Section 3.2(d). "Unilateral Action" has the meaning set forth in Section 5.1(a). "Unincorporated Spectrum" has the meaning set forth in Section 17.1 (a). Article II ROLLING CLOSING AND CLOSING CONDITIONS 2.1 Term. Subject to the provisions for earlier termination contained in Article X and Section 18.6, this Agreement will extend for: (a) an initial term of [***] from the Initial Closing Date (the "Initial Term") and (b) one additional term of [***] (the "Renewal Term") unless Operator notifies Sprint at least [***] before the end of the Initial Term that Operator elects not to extend this Agreement for the Renewal Term. The Initial Term and Renewal Term, if it becomes effective, are herein referred to collectively as the "Term". 2.2 Rolling Closings. The Parties acknowledge that it is in their respective best interests for the sublease of the spectrum set forth in Schedule R-2 and the lease of the spectrum set forth in Schedule R-3 contemplated pursuant to this Agreement be consummated as soon as reasonably practical. Furthermore, the Parties acknowledge that it may not be practical to consummate the lease and sublease contemplated pursuant to this Agreement with respect to all Markets at the same time. Therefore, the various leases, sublease and licenses contemplated pursuant to this Agreement may take effect (each a "Closing") as to each Market at different times in the manner described in this Article II. Upon a Closing having occurred with respect to any Market, such Market will be a "Closed Market" for purposes of this Agreement. 2.3 Initial Closing. (a) Upon the Initial Closing Date, Operator will have all the rights granted herein with respect to Spectrum and Sprint Transmission Equipment in each Market that is the subject of such Closing. (b) Following the date on which Sprint and Operator have obtained Tower Lease Consents to enter into Tower Subleases or have procured Substitute Tower Leases, or combination thereof, for at least five Markets, which Markets, along with those Markets identified in the last two sentences of this Section 3.2(b), will include without limitation at least four of the top ten Markets as determined by the number of households in each Market ("Minimum Number of Markets"), Sprint will proceed with the initial Closing by providing Operator with notice of Sprint's selection of a date which is no sooner than 10 days following such notice and no later than 180 days following the Effective Date and such date will be the Initial Closing Date. If Sprint and Operator have obtained Tower Lease Consents to enter into Tower Subleases or SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 9

have procured Substitute Tower Leases for the Minimum Number of Markets and Sprint fails to provide such notice, then the Initial Closing Date will occur on the earlier of the 30th day following the date that Sprint and Operator have obtained the Tower Sublease Consents or Substitute Tower Leases for the Minimum Number of Markets or the 180th day following the Effective Date. The Parties acknowledge that Sprint does not have any tower facilities in the following Markets and that such Markets will become Closed Markets on the Initial Closing Date without any condition of a Tower Sublease Consent or Substitute Tower Lease: [***] The Parties acknowledge that a Sprint Subsidiary owns the tower facilities in the [***] Market and that such Market will become a Closed Market on the Initial Closing Date, subject to such Sprint Subsidiary and Operator entering into a lease agreement as mutually agreed upon for such tower facilities. (c) Following the selection or determination of the Initial Closing Date, the Parties will proceed with Closing with respect to all applicable Markets, provided that: (i) The following conditions to Operator's obligation to proceed with Initial Closing Date are satisfied or waived by Operator: (A) Sprint will have delivered to Operator Tower Subleases (with any required Tower Sublease Consents) and Substitute Tower Leases for at least the Minimum Number of Markets. (B) Sprint will have delivered to Operator all documents referenced in Section 2.4(a) hereof. (C) As of the Initial Closing Date there will exist no valid order, statute, rule, regulation, executive order, stay, decree, judgment or injunction which prohibits or prevents the consummation of the transactions contemplated by this Agreement. (D) All representations and warranties made by Sprint in or pursuant to this Agreement will be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which will be true and correct in all respects, on and as of the Initial Closing Date with the same effect as if such representations and warranties had been made on and as of the Initial Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent that any change is expressly permitted by the terms of this Agreement or expressly consented to in writing by Operator. (E) Sprint will have performed or complied in all material respects with all covenants, agreements and conditions contained in this SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 10

Agreement required to be performed or complied with at or prior to the Initial Closing Date. (ii) The following conditions to Sprint's obligation to proceed with Initial Closing Date are satisfied or waived by Sprint: (A) Operator will have delivered to Sprint all items referenced in Section 2.4(b) hereof. (B) As of the Initial Closing Date there will exist no valid order, statute, rule, regulation, executive order, stay, decree, judgment or injunction which prohibits or prevents the consummation of the transactions contemplated by this Agreement. (C) All representations and warranties made by Operator in or pursuant to this Agreement will be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which will be true and correct in all respects, on and as of the Initial Closing Date with the same effect as if such representations and warranties had been made on and as of the Initial Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent that any change that is expressly permitted by the terms of this Agreement or expressly consented to in writing by Operator. (D) Operator will have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement required to be performed or complied with at or prior to the Initial Closing Date. (E) Operator will have paid Sprint all Market Closing Payments for each Market Closing on the Initial Closing Date. 2.4 Deliveries on Initial Closing Date. (a) On the Initial Closing Date, Sprint will deliver to Operator: (i) Each Tower Sublease (with any required Tower Sublease Consent) or, as applicable, Substitute Tower Lease for the Markets then Closing, duly executed by the appropriate Sprint Subsidiary; (ii) A cross receipt executed by an officer of Sprint identifying each of the Markets subject to such Closing and acknowledging that each such Market is a Closed Market for purposes of this Agreement; (iii) Each Consent attributable to the Market then Closing which Sprint has obtained; SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 11

(iv) The Spectrum Operation Agreement duly executed by Sprint; (v) The tower lease for the [***] Market duly executed by the appropriate Sprint Subsidiary; (vi) The Transition Services Agreement duly executed by Sprint; and (vii) A certificate duly executed by Sprint that all of the conditions set forth in Section 2.3(c)(i) have been satisfied. (b) On the Initial Closing Date, Operator will deliver to Sprint: (i) Each Tower Sublease (along with any required Tower Sublease Consent) for the Markets then Closing, duly executed by Operator; (ii) The Parent Guaranty, duly executed by Guarantor; (iii) A cross receipt executed by an officer of Operator identifying each of the Markets subject to such Closing, and acknowledging that each such Market is a Closed Market for purposes of this Agreement; (iv) The Spectrum Operation Agreement duly executed by Operator; (v) The Transition Services Agreement duly executed by Operator; (vi) The tower lease for the [***] Market duly executed by the appropriate Sprint Subsidiary; (vii) Operator will have paid to Sprint the Market Closing Payments for all of the Markets which are closing on the Initial Closing Date; and (viii) A certificate duly executed by Operator that all of the conditions set forth in Section 2.3(c)(ii) have been satisfied. 2.5 Market Closings. Following the Initial Closing Date, from time to time or all at once, at such time as Sprint or Operator obtains a Tower Sublease Consent for an applicable Tower Sublease or a Substitute Tower Lease for a Market which is not a Closed Market, the Parties will proceed to Closing pursuant to the terms set forth in this Section 2.5 with respect to each such Market (each a "Market Closing"). Each Market Closing will occur on a date (a "Market Closing Date") mutually agreed upon by the Parties, provided however, that as long as there exists no valid order, statute, rule, regulation, executive order, stay, decree, judgment or injunction which prohibits or prevents such Market Closing, such Market Closing will not occur later than 15 days following the date on which Sprint receives the Tower Sublease Consent for an applicable Tower Sublease for such Market or Sprint provides a Substitute Tower SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 12

Lease for such Market. Upon each Market Closing, Operator will have all the rights granted herein with respect to the Spectrum and Sprint Transmission Equipment in each such Closed Market. 2.6 Deliveries on the Rolling Market Closing Date. (a) On each Market Closing Date, Sprint will deliver to Operator: (i) the Tower Sublease for such Market, along with any required Tower Sublease Consent, or the Substitute Tower Lease for each such Market, (ii) a certificate executed by an officer of Sprint identifying each of the Markets subject to such Closing, and acknowledging that each such Market is a Closed Market for purposes of this Agreement, and (iii) each Consent attributable to the Markets then Closing which Sprint has obtained. (b) On each Market Closing Date, and with respect to each Market then Closing, Operator will: (i) pay Sprint all Market Closing Payments for the Markets then Closing, and (ii) deliver a certificate executed by an officer of Operator identifying each of the Markets subject to such Closing, and acknowledging that each such Market is a Closed Market for purposes of this Agreement. (c) Commencing with each Market Closing Date, the Monthly Fee otherwise payable pursuant to Section 6.4 will be increased by an amount equal to the amount corresponding to such Closed Market on Schedule 6.4 attached hereto. 2.7 Termination Date. (a) At the election of either Party, this Agreement will terminate on the 10th day following the notice of such electing Party's intent to terminate this Agreement if the Initial Closing Date has not occurred on or before the 180th day following the Effective Date, provided, however that a Party may not terminate this Agreement if the Initial Closing Date has not occurred as a result of that Party's failure to comply with its obligations under this Agreement. (b) Each Party's right of termination under this Section 2.7 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to this Section 2.7, all further obligations of the Parties under this Agreement will terminate, except the obligations in Article XIII will survive. (c) Except as otherwise specifically provided in this Agreement, if this Agreement terminates for any reason other than (i) the Tower Sublease Consents or Substitute Tower Leases for the Minimum Number of Markets as contemplated pursuant to Section 2.3(b) having not been obtained, (ii) the existence of any valid order, statute, rule, regulation, executive order, stay, decree, judgment, or injunction which prohibited or prevented any such Market Closings or (iii) Sprint's failure to comply with its obligations under this Agreement, then Sprint will retain the Initial Fee. Otherwise the Initial Fee will be refunded within 5 business days of any such termination. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 13

2.8 Tower Lease Consents. For a period of 180 days following the Effective Date, Sprint will use Efforts to obtain the Tower Sublease Consents for all Tower Subleases for the Tower Leases identified in Schedule 16 and which are denoted therein as requiring the landlord's consent. At any time during the 18 months following the Initial Closing Date, Sprint may deliver a Tower Sublease Consent for any Tower which is located in a Market which is not a Closed Market or a lease for other suitable replacement tower facilities ("Substitute Tower Lease") on financial terms and conditions at least as favorable to Operator as the relevant Tower Lease being replaced and such Substitute Tower Lease will automatically take the place of such Tower Lease for purposes of this Agreement. Upon delivery of such Tower Sublease Consent or Substitute Tower Lease, the Parties will proceed to Closing with respect to such Market as contemplated pursuant to Section 2.6. In addition, if at any time during such eighteen (18) month period, Operator elects, by written notice to Sprint, to lease or sublease the spectrum in a Market which is not a Closed Market even though the Tower Sublease Consent or a Substitute Tower Sublease has not been procured for such Market, then the Parties will proceed to Closing with respect to such Market pursuant to Section 2.6. In such case, Sprint will have no liability whatsoever for the failure to obtain a Tower Sublease Consent or a Substitute Tower Lease for such Market. To the extent that any Tower Sublease or Substitute Tower Lease is not obtained within a reasonable period of time, the obligations of Operator set forth in Section 7.7 will be adjusted appropriately. If a Tower Sublease Consent or a Substitute Tower Lease with respect to any Market is not obtained within 18 months following the Initial Closing Date then, provided that Sprint provides Operator with notice of its intent to lease or otherwise transfer spectrum in Markets which are not Closed Markets and Operator does not elect to proceed to Closing without a Tower Sublease Consent or Substitute Tower Lease within 30 days of such notice, Sprint's obligations set forth in Section 2.9 will terminate with respect to such Market in which case Sprint may then enter into any transaction with respect to the spectrum in any such Markets with any other party and Sections 5.5 and 13.3 will thereafter no longer be applicable to any such Markets. 2.9 Covenants Pending Closing. (a) Except as otherwise specified herein, from and after the Effective Date, each Party will use its Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to perform its obligations under this Agreement to facilitate the Closing of the Markets and to satisfy its respective conditions to Closing. (b) From and after the Effective Date, but subject to the terms of Section 2.8, Sprint will not enter into any agreement, arrangement or understanding to, or otherwise offer or commit to sell, transfer, assign, lease or dispose of any of the spectrum identified on Schedule R-2 and Schedule R-3. Notwithstanding the preceding sentence, this Section 2.9(b) will not apply to (i) any spectrum in a Closed Market which becomes Recaptured Spectrum or which is no longer leased or subleased, as applicable, by Operator pursuant to this Agreement, (ii) any sale, lease, transfer, assignment, or other disposition which takes effect after the Term, and (iii) any sale, lease, transfer, assignment, or other disposition of any spectrum rights provided that such spectrum rights remain subject to the terms of this Agreement. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 14

(c) From and after the Effective Date through the Initial Closing Date and/or Market Closing Date, as applicable, but subject to the provisions of Section 2.8 and Section 3.2(b), Sprint will make all required payments and perform all material obligations then required under each channel lease agreement identified in Schedule R-2 which is attributable to any Market which is not a Closed Market. From and after the Effective Date through the applicable Initial Closing Date or Market Closing Date, Sprint will, consistent with its past business practices and procedures, maintain all necessary qualifications to hold and obtain renewal in the ordinary course all authorizations identified in Schedule R-3 which are attributable to any Market which is not a Closed Market. Article III LEASE OF SPRINT SPECTRUM; USE OF THIRD PARTY SPECTRUM 3.1 Lease of Sprint Spectrum. (a) Operator's right to use any Proposed Sprint Spectrum in any given Market is subject to the Initial Closing Date or a Market Closing Date having occurred for such Market. Commencing with the Initial Closing Date, and subject to the terms and conditions of this Agreement, each Sprint Licensee will lease its respective Sprint Spectrum to Operator for the duration of the Term. Subject to the terms of this Agreement, the Sprint Authorizations, the FCC Rules, the Initial Closing Date and the applicable Market Closing Date having occurred, Operator may use all of the currently and potentially available capacity on the Sprint Spectrum during the Term for any purpose now or hereafter allowed by FCC Rules. (b) The parties acknowledge that on July 29, 2004 the FCC released the New FCC Order in which the FCC substantially modified the FCC Rules applicable to MDS and ITFS, but that the new FCC Rules have not yet become effective. It is the intent of the Parties that this Agreement be interpreted in a manner consistent with the Current FCC Rules until such modified FCC Rules become effective and that thereafter this Agreement be interpreted in a manner consistent with the modified FCC Rules. Specifically, Operator and the Sprint Licensees acknowledge that in the New FCC Order, the FCC has adopted rules permitting long term de facto transfer leasing by MDS licensees, but that such rules have not become effective as of the Effective Date. Until the Long Term De Facto Transfer Lease Effective Date (as defined herein) with respect to any given Sprint Spectrum, the lease of such Sprint Spectrum pursuant to this Agreement will be deemed to be, and will be interpreted as, a lease of all of the currently and potentially available capacity on the Sprint Spectrum pursuant to the Current FCC Rules which govern the leasing of MDS capacity. Notwithstanding any provision herein to the contrary, until the Long Term De Facto Transfer Lease Effective Date, each Sprint Licensee will exercise such de jure and de facto control over the construction and operations of all facilities authorized pursuant to its respective Sprint Authorizations as is required by the Current FCC Rules, and each Third Party Licensee will exercise such de jure and de facto control over the SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 15

construction and operations of all facilities authorized pursuant to their respective Leased Authorizations as is required by the Current FCC Rules. (c) The Sprint Licensees and Operator will use Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to the long term de facto transfer leasing of all of the Proposed Sprint Spectrum ("FCC Lease Applications") and to file the FCC Lease Applications within 5 business days following the later of (i) the date the FCC Rules permitting MDS licensees to engage in long term de facto transfer leasing become effective and (ii) the Effective Date. Subsequently, the Sprint Licensees and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of each FCC Lease Application without conditions materially adverse to the respective Sprint Licensee or Operator. If any person or entity petitions the FCC to deny one or more of the FCC Lease Applications, or if the FCC grants such applications and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then the respective Sprint Licensee and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies one or more of the FCC Lease Applications or grants one or more of such applications with conditions materially adverse to Operator or the relevant Sprint Licensee, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Operator will be responsible for the payment of all Costs that the Sprint Licensees incur in connection with their performance under this Section 3.1 (c), including all application fees imposed by the FCC on the filing of the FCC Lease Applications and all legal fees incurred in the preparation and prosecution of the FCC Lease Applications. (d) With respect to any given Sprint Spectrum, the "Long Term De Facto Transfer Lease Effective Date" will be the later of (i) the date on which the FCC's grant of the respective FCC Lease Application becomes a Final Order, or (ii) the applicable Market Closing Date or Initial Closing Date. This Agreement will be deemed to be, and will be interpreted as, a long term de facto transfer lease with respect to such Sprint Spectrum immediately upon the Long Term De Facto Transfer Lease Effective Date with respect to such Sprint Spectrum, without further action by the Sprint Licensee or Operator. Upon the Long Term De Facto Transfer Lease Effective Date with respect to any given Sprint Spectrum and subject to the terms set forth herein, including those set forth in Article V hereof, the maximum control over and responsibility for the construction and operation of facilities utilizing such Sprint Spectrum and compliance with the FCC Rules will automatically be transferred to Operator and the relevant Sprint Licensee will be relieved of such responsibility to the maximum extent permitted by the FCC Rules. Notwithstanding the foregoing, during the Term each Sprint Licensee will remain in de jure control of its Sprint Authorizations and will remain in de facto control over any Sprint Spectrum for which the Long Term De Facto Transfer Lease Effective Date has not occurred. During the Term, Operator will not hold itself SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 16

out to the public as the de jure licensee of any of the Sprint Authorizations or take any action inconsistent with or contrary to the relevant Sprint Licensee's de jure control over its Sprint Authorizations. (e) Notwithstanding anything contained herein to the contrary: (i) Operator will comply at all times with the FCC Rules and all other applicable laws; (ii) this Agreement may be revoked, cancelled, or terminated by Sprint pursuant to Section 10.2 or by the FCC if Operator fails to comply with the FCC Rules and other applicable laws related hereto; (iii) if any Sprint Authorization is revoked, cancelled, terminated, or otherwise ceases to be in effect, Operator will have no continuing authority or right to use the Sprint Spectrum authorized pursuant to that Sprint Authorization, unless otherwise authorized by the FCC, nor will it have any continuing obligations with respect thereto; (iv) this Agreement is not an assignment, sale, or other type of irrevocable transfer of the Sprint Authorizations; (v) this Agreement will not be assigned to any entity that is ineligible or unqualified to enter into a spectrum leasing arrangement under the FCC Rules; and (vi) Sprint will not consent to an assignment of this Agreement unless such assignment complies with applicable FCC Rules. (f) Notwithstanding anything to the contrary contained herein, the lease for the Sprint Spectrum authorized pursuant to a given Sprint Authorization will not extend beyond: (i) the date such Sprint Authorization expires by its terms; provided, however that if a timely-filed application for renewal is submitted, the lease for the Sprint Spectrum authorized pursuant to such Sprint Authorization will not cease unless and until such application for renewal is dismissed or denied with prejudice by the FCC by Final Order; (ii) the date such Sprint Authorization is terminated, forfeited or cancelled by the FCC; or (iii) the expiration of the Term or the termination of this Agreement pursuant to Article X. Upon the expiration or termination of the lease for any given Sprint Spectrum pursuant to this Section 3.1 (f), such spectrum will no longer be considered Sprint Spectrum for purposes of this Agreement and the Sprint Authorization for such spectrum will no longer be considered a Sprint Authorization for purposes of this Agreement. If the FCC terminates or does not renew any Sprint Authorization and provides Sprint with any other spectrum in consideration for such termination or non-renewal, then such new spectrum will be Sprint Spectrum for purposes of this Agreement. If the FCC terminates or does not renew any Sprint Authorization and the FCC provides monetary compensation to Sprint in return, such compensation will be credited against the Monthly Fees to the extent it does not exceed the net present value (using a discount rate of [***] of the Monthly Fees allocable to the Sprint Spectrum subject to such termination or non-renewal (determined by multiplying the Monthly Fees otherwise payable to Operator by a fraction, the numerator of which is the MHz Households for such Sprint Spectrum subject to the termination or non-renewal, and the denominator of which is the MHz Households for all Proposed Spectrum as of the Effective Date), minus any other compensation paid by the FCC to Operator in consideration of the termination or non-renewal of such Sprint Authorizations. Except as set forth in the immediately preceding sentence and in Section 10.3, in no event will Monthly Fees be reduced as a result of the loss of any Sprint Authorization. If the FCC terminates or does not renew any Sprint Authorization and provides Sprint compensation in the form of bidding credits to Sprint SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 17

in return, to the extent permitted by the FCC, and subject to the terms and conditions set forth in this Section. Sprint will make such bidding credits available to Operator for the purpose of acquiring spectrum within Region 1. Operator will provide Sprint with at least 60 days advance notice of its intent to participate in any FCC auction in which Operator intends to use such bidding credits. Sprint and Operator will take such actions as are necessary and proper to transfer such bidding credits to Operator prior to the date on which Operator is required to pay for any spectrum it acquires in Region 1 pursuant to an FCC auction, provided, however that the face value of such bidding credits will not exceed the lesser of : (i) the total bidding credits received by Sprint which are allocable to the termination or non-renewal of any Sprint Authorizations within Region 1, or (ii) the value on a per MHz/pop basis for the bidding credits received by Sprint which are allocable to the termination or non-renewal of any Sprint Authorizations within Region 1, multiplied by the MHz/pop for all spectrum acquired by Operator at such auction for Region 1. As a condition of the transfer of the bidding credits, Operator will execute and deliver an agreement, in form and substance reasonably satisfactory to Sprint, to assign the spectrum acquired in Region 1 to a Sprint Subsidiary. Upon the consummation of such assignment and such spectrum becoming authorized by the FCC, it will be deemed Sprint Spectrum for purposes of this Agreement. Operator's rights to use any such bidding credits as set forth herein will only apply to the next FCC auction which follows the termination or non-renewal of any Sprint Authorization for which such bidding credits were awarded. Thereafter, Operator will have no claim whatsoever to such bidding credits. If Operator is entitled to the bidding credits as set forth in this Section 3.1 (f) and Sprint is unable to transfer the bidding credits to Operator or Operator is unable to use or receive the benefit of the bidding credits as set forth in this Section 3.1 (f), then upon written notice to Sprint, the Monthly Fees for the affected Market will be reduced by a percentage determined by dividing (A) the number of MHz Households for the Spectrum subject to such termination, by (B) the number of MHz Households for all Potential Spectrum for such Market as of the Effective Date. The reduction in Monthly Fees contemplated pursuant to the preceding sentence will take effect on the first day of the next calendar month following delivery of such notice. In no event will Operator have any claim to bidding credits arising from the termination of any Sprint Authorization resulting from a breach of Operator's obligations under this Agreement. (g) If any Sprint Authorization expires during the Term, the relevant Sprint Licensee will use its Efforts to prepare and timely file such application for renewal as is required by the FCC Rules ("Sprint Renewal Application"). Operator will provide Sprint with such information as Sprint reasonably requests to assist in the preparation of any Sprint Renewal Application. Any such Sprint Renewal Application will include an affirmative statement of the Sprint Licensee that it intends, subject to the approval of the FCC, to extend the lease of such Spectrum pursuant to the terms of this Agreement. If any Sprint Authorization subject to long term de facto transfer leasing expires during the Term, Operator and the relevant Sprint Licensee will timely seek any required approval from the FCC for continued long term de facto transfer leasing pursuant to the terms of this Agreement in the Sprint Renewal Application for the underlying Sprint Authorization. If any person petitions the FCC to deny one or more of the Sprint Renewal Applications, or if the FCC grants a Sprint Renewal Application and any SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 18

person petitions for reconsideration or review of such grant before the FCC, or appeals or applies for review in any judicial proceeding, then the respective Sprint Subsidiary and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies one or more of the Sprint Renewal Applications or grants one or more of such applications with conditions materially adverse to any Party, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Operator will be responsible for the payment of all Costs that the Sprint Licensees incur in connection with their performance under this Section 3.1 (g), including all application fees imposed by the FCC on the filing of the Sprint Renewal Applications and all legal fees incurred in the preparation and prosecution of the Sprint Renewal Applications. 3.2 Use of Leased Spectrum. (a) Operator's right to use any Proposed Leased Spectrum contemplated pursuant to this Section in any given Market is subject to the Market Closing Date, or Initial Closing Date, as applicable, having occurred for such Market. Each Sprint Subsidiary which is a party to a Proposed Primary Lease will grant to Operator, for the duration of the Term, a license to use, subject to the terms of this Agreement, all of the currently and potentially available capacity on the Leased Spectrum which the respective Sprint Subsidiaries are entitled to use pursuant to the Primary Leases. Subject to the terms of this Agreement, Operator may use the Leased Spectrum for any purpose now or hereafter allowed by the FCC Rules, provided, however, that Operator's use of the Leased Spectrum will at all times be subject to the terms of the Primary Lease governing such Leased Spectrum. Notwithstanding any provision hereof, during the Term each Third Party Licensee will remain in de jure and de facto control over its Leased Spectrum and Operator will not hold itself out to the public as the de jure or de facto licensee of any of the Leased Authorizations or take any action inconsistent with or contrary to the relevant Third Party Licensee's de jure or de facto control over its Leased Authorizations unless the FCC has authorized Operator to exercise long term de facto transfer leasing control over such Leased Authorization pursuant to Section 5.5. (b) Notwithstanding anything to the contrary contained herein, but subject to Section 3.2(e), the spectrum encumbered by those certain Proposed Primary Leases identified in Schedule 3.2 will not be considered Leased Spectrum until and unless the Parties obtain the consent of the Third Party Licensee of such spectrum as contemplated pursuant to this Section 3.2(b). From and after the Initial Closing Date through the 180th day thereafter (the "Consent Date") the relevant Sprint Subsidiary and Operator will each use their Efforts to obtain each consent identified in Schedule 3.2 to the transfer of such Sprint Subsidiary's rights and obligations under the corresponding Primary Leases in accordance with the terms of this Agreement (each a "Consent" and collectively, the "Consents"). Sprint will use its Efforts to obtain each Consent in substantially the form attached as Exhibit A but any documentation executed by an applicable Third Party Licensee which reasonably permits the license of any such Leased Spectrum as contemplated herein will be effective as a Consent. Each Proposed SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 19

Primary Lease listed on Schedule 3.2 for which a Consent is not obtained as of the Consent Date will be deemed a "Rejected Primary Lease". Following the Consent Date, but subject to such Sprint Subsidiary's obtaining such Consent at a later date as set forth in Section 3.2(c) (i) any Rejected Primary Lease will no longer be deemed a Primary Lease for purposes of this Agreement, (ii) the Leased Authorization which is the subject of any Rejected Primary Lease will no longer be deemed a Leased Authorization for purposes of this Agreement, and (iii) all of Sprint's obligations pursuant to Section 2.9 with respect to such Rejected Primary Lease will terminate with respect to the Proposed Leased Spectrum governed by such Rejected Primary. Following the Consent Date, Sprint will provide Operator with a credit against the Monthly Fees in the amount equal to the sum of (w) all Primary Lease Costs (as defined in Section 6.1) paid by Operator through the Consent Date pursuant to each Rejected Primary Lease attributable to a Closed Market, (x) the aggregate of all Monthly Fees paid to Sprint through The Consent Date with respect to the applicable Closed Market as set forth in Section 6.4 multiplied by a fraction, the numerator of which is the MHz Households for the Leased Spectrum subject to each Rejected Primary Lease and the denominator of which is the MHz Households for all Spectrum for such Closed Market as of the Effective Date, (y) a portion of the Initial Fee paid pursuant to Section 6.3 determined by multiplying the Initial Fee by a fraction the numerator of which is the MHz Households for the Leased Spectrum subject to a Rejected Primary Lease and the denominator is the MHz Households for all Proposed Spectrum as of the Effective Date, and (z) the Market Closing Payment for such Closed Market multiplied by a fraction the numerator of which is the MHz Households for the Leased Spectrum subject to a Rejected Primary Lease and the denominator is the MHz Households for all Proposed Spectrum as of the Effective Date in such Closed Market (the "Rejected Lease Credit"). As used herein, the amount determined pursuant to clauses (y) and (z) of the immediately preceding sentence is known as the "Rejected Lease Initial Fee." The Rejected Lease Credit will be applied against the next installment(s) of Monthly Fees until the balance of Rejected Lease Credit is $0. Within 30 days following the Consent Date, Sprint will provide Operator with the computation of the Rejected Lease Credit which computation will be conclusive on the Parties unless Operator provides written notice of its disagreement to such Rejected Lease Credit within 30 days thereafter, in which case the matter will be submitted to the dispute resolution procedures set forth in Article XIV of this Agreement. From and after the Consent Date, the Market Closing Payment for each Market which contains a Rejected Primary Lease will be reduced by an amount equal to the Market Closing Payment for such Market as set forth in Schedule 6.3 multiplied by a fraction the numerator of which is the MHz Households for the spectrum subject to the Rejected Primary Lease(s) and the denominator is the MHz Households for all Proposed Spectrum as of the Effective Date in such Market then Closing (the "Rejected Lease Fee"). For avoidance of doubt, Exhibit B sets forth the MHz Households for all Proposed Spectrum as of the Effective Date as well as the methodology to be employed in determining MHz Households for any Spectrum pursuant to this Agreement. Following the Consent Date: (I) Operator will no longer be responsible for the Primary Lease Costs arising under any Rejected Primary Lease, and (II) the Monthly Fee otherwise payable to Sprint will be reduced by a percentage determined by dividing (A) SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 20

the number of MHz Households for the Leased Spectrum subject to the Rejected Primary Leases by (B) the number of MHz Households for all Proposed Spectrum as of the Effective Date. Notwithstanding anything to the contrary contained herein, the Parties acknowledge that the Third Party Licensees listed on Schedule 3.2(b) have asserted that their respective Primary Leases are no longer in effect. If Sprint fails to obtain a Consent for any such Primary Lease by the Consent Date, the Rejected Lease Credit with respect to any such Primary Lease listed on Schedule 3.2(b) will include the Primary Lease Fees paid by Operator with respect to such Primary Lease. (c) If following the Consent Date a Sprint Subsidiary obtains a Consent with respect to any Rejected Primary Lease attributable to a Closed Market and provides Operator with written notice thereof, then commencing with the first full calendar month following the date such Consent is obtained (i) Operator will be responsible for the payment of all Primary Lease Costs allocable to such Rejected Primary Lease, (ii) the Monthly Fee will be increased by an amount equal to the Monthly Fee for such Market as set forth on Schedule 6.4, multiplied by a fraction, the numerator of which is the number of MHz Households for the Leased Spectrum subject to such Rejected Primary Leases, and the denominator of which is the number of MHz Households for all Proposed Spectrum as of the Effective Date, (iii) such Rejected Primary Lease will thereafter be deemed a Primary Lease for purposes of this Agreement, the spectrum which is the subject of any Rejected Primary Lease will be deemed Leased Spectrum for purposes of this Agreement and the FCC authorization which is the subject of any Rejected Primary Lease will be deemed a Leased Authorization for purposes of this Agreement, and (iv) and no later than 30 days following the date such Consent is obtained, Operator will pay to Sprint an amount equal to (A), if such Rejected Primary Lease was attributable to a Closed Market as of the Consent Date, the Rejected Lease Initial Fee for such Rejected Primary Lease, or (B) if such Rejected Primary Lease was not attributable to a Closed Market as of the Consent Date, but such Market becomes a Closed Market prior to delivery of the applicable Consent, the Rejected Lease Initial Fee and an amount equal to the Rejected Lease Fee for such Rejected Primary Lease. If following the Consent Date a Sprint Subsidiary obtains a Consent with respect to any Rejected Primary Lease attributable to a Market which is not a Closed Market, then upon such Market becoming a Closed Market, such Rejected Primary Lease will become a Primary Lease and such spectrum will become Leased Spectrum and Operator will pay Sprint the Rejected Initial Lease Fee for such Rejected Primary Lease and the Market Closing Payment with respect to such Market without giving effect to the Rejected Lease Fee for such Rejected Primary Lease. (d) On the Initial Closing Date, Operator and each relevant Sprint Subsidiary will enter into the services agreement in substantially the form attached hereto as Exhibit C pursuant to which, to the extent permitted under any applicable Rejected Primary Lease, Operator will perform such Sprint Subsidiary's obligations to provide programming and operation of the Third Party Licensees' spectrum pursuant to each Rejected Primary Lease (the "Transmission Facilities Operation and Maintenance Agreement"). To the extent any Rejected Primary Lease prohibits such Sprint Subsidiary from delegating or subcontracting its obligations under any Rejected Primary Lease as contemplated pursuant to the Transmission Facilities Operation and SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 21

Maintenance Agreement or Sprint elects to perform the obligations under such Rejected Primary Lease, Operator will grant such Sprint Subsidiary limited access to facilities and shared equipment as necessary to enable such Sprint Subsidiary to perform its obligations under any such Rejected Primary Lease. (e) Notwithstanding anything to the contrary contained herein, in lieu of obtaining a Consent for any Proposed Primary Lease, Sprint may acquire the underlying Proposed Leased Authorization. If Sprint acquires a Proposed Leased Authorization as contemplated pursuant to this Section 3.2(e), such Proposed Leased Spectrum will thereafter be considered Proposed Sprint Spectrum (and Sprint Spectrum upon the applicable Market becoming a Closed Market) and such Proposed Leased Authorization will be considered a Proposed Sprint Authorization (and a Sprint Authorization upon the applicable Market becoming a Closed Market) for purposes of this Agreement. If Sprint acquires a Proposed Leased Authorization prior to the Consent Date, the Primary Lease governing the use of such Proposed Leased Authorization will not be deemed a Rejected Primary Lease and the adjustments to the applicable Monthly Fees, Initial Fee and Market Closing Payments set forth in Section 3.2(b) will not apply with respect to such Primary Lease. If Sprint acquires a Proposed Leased Authorization which is the subject of a Rejected Primary Lease (e.g., after the Consent Date), then it will be deemed as if Sprint obtained a Consent for such Rejected Primary Lease for the purpose of computing the Rejected Initial Lease Fee and the Rejected Lease Fee as set forth in Section 3.2(c). Sprint will be solely responsible for all Costs, including the purchase price thereof, it incurs in connection with the acquisition of any Proposed Leased Authorization as contemplated pursuant to this Section 3.2(e). Article IV PRIMARY LEASE MANAGEMENT 4.1 Primary Lease Performance. Except as set forth herein, from and after the Initial Closing Date Operator will perform all obligations of each Sprint Subsidiary under the Primary Leases, including providing all insurance required under the Primary Leases. Notwithstanding the preceding sentence, Sprint will perform the obligations set forth on Schedule 4.1 with respect to the Primary Leases. Not later than 30 days following the Initial Closing Date, Operator will provide Sprint with a certificate of insurance evidencing the coverages required pursuant to the Primary Leases for each Closed Market. Not later than 30 days following each successive Market Closing Date, Operator will provide Sprint with a certificate of insurance evidencing the coverages required pursuant to the Primary Leases attributable for each such new Closed Market. Such certificate will name the relevant Sprint Subsidiary, and the respective Third Party Licensees as additional insureds or additional loss payees, as appropriate, and will provide that such insurance may not be cancelled except upon 60 days written notice from insurer to the relevant Sprint Subsidiary. On the Initial Closing Date and each Market Closing Date, the relevant Sprint Subsidiary and Operator will transmit to each Third Party Licensee which is a party to any Primary Lease attributable to each Closed Market a notice substantially in the form attached as Exhibit D. To the extent any request for Consent with respect to any Primary Lease listed on Schedule 3.2 has not been obtained or a request for SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 22

Consent has not been previously requested in writing, on the Initial Closing Date and each Market Closing Date, the relevant Sprint Subsidiary will transmit a request for Consent to each Third Party Licensee which is a party to any such Primary Lease in the Market(s) which are the subject of the Closing. No later than 3 business days after it becomes aware of any breach or receives any notice of any breach or alleged breach under any Primary Lease, Operator will provide Sprint with written notice of such breach or alleged breach. For purposes of the immediately preceding sentence, Operator will be deemed to be aware of any breach if any person charged with the administration of the Primary Leases has knowledge of any circumstances which would cause a reasonable person to conclude that a breach has occurred. Such notice will set forth in detail the allegations of any Third Party Licensee with respect to such breach and will set forth in detail Operator's explanation or plan to cure or otherwise address such breach, including a timeline for taking any action to cure such breach until such breach is resolved. Operator will provide Sprint with follow-up notices no less than every two weeks which set forth the current status of Operator's efforts to address or cure any material breach. Operator will diligently pursue and take all such actions necessary to cure any and all breaches of any Primary Lease in accordance with the default provisions under the Primary Leases. 4.2 Primary Lease Defaults By Third Party Licensees. Subject to the terms contained in this Section 4.2, Sprint hereby assigns to and grants to Operator all rights and powers during the Term to enforce all obligations of each Third Party Licensee under the Primary Leases attributable to each Closed Market. If any Third Party Licensee fails to perform any obligation under any Primary Lease, Operator will provide Sprint with prompt written notice of such failure. Operator will enforce and require strict performance of all material terms of each Primary Lease; provided, however, that upon the direction of the relevant Sprint Subsidiary, Operator will waive performance obligations on the part of Licensee to the extent such waiver does not materially and adversely affect Operator's ability to use any Leased Spectrum. Notwithstanding the preceding sentence, to the extent that it does not impair the continuing enforceability of a Primary Lease, Operator may elect not to enforce specific terms of a Primary Lease provided, that: (i) Operator reasonably determines that doing so is in its best business interests, (ii) that Operator and Third Party Licensee are parties to the other leasing arrangements for spectrum rights, have common board members or common ownership, or are otherwise parties to a strategic business agreement and (iii) Operator provides Sprint notice of such decision within 3 business days following such default. in such event, the relevant Sprint Subsidiary may, at its sole discretion, elect to directly enforce the terms of said Primary Lease and Operator will be responsible for all Costs such Sprint Subsidiary incurs in such enforcement. Operator may not pursue the termination of any Primary Lease by reason of a default or otherwise without the relevant Sprint Subsidiary's prior written consent. Operator will provide the relevant Sprint Subsidiary with timely notice of the resolution or planned resolution of any defaults occurring under any Primary Lease. Operator will be responsible for all Costs it and Sprint incur in connection with its enforcement of the terms and conditions of any Primary Lease; provided, however, that if the applicable Primary Lease permits the recovery of any Costs from the Third Party Licensee, Operator will be entitled to recover such Costs from the applicable Third Party Licensee to the extent Operator incurs such Costs. Notwithstanding anything to the contrary contained in this Section 4.2, if any Third Party Licensee fails to perform any obligation under any Primary Lease, which could result in the loss or revocation of any Authorization or any material rights under any Authorization, the relevant Sprint Subsidiary, SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 23

upon notice to Operator, may elect to enforce the terms of the Primary Lease directly against such Third Party Licensee in lieu of Operator enforcing such terms. In such event, Operator will be responsible for all Costs such Sprint Subsidiary incurs in connection therewith, and will be entitled to reimbursement thereof as provided or allowed in the Primary Lease. Notwithstanding anything to the contrary contained in this Agreement, no Sprint Subsidiary will have any liability to Operator or otherwise for any damages which are directly or indirectly caused by a breach of a Primary Lease by a Third Party Licensee. 4.3 Primary Lease Management * * * SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 24

* * * Article V SPECTRUM MANAGEMENT 5.1 Sprint Authorization Modifications and Coordination Documents. (a) Following the Long Term De Facto Transfer Lease Effective Date with respect to any given Sprint Spectrum and to the extent permitted by the FCC Rules, Operator may (i) submit to the FCC and prosecute any applications for modifications to facilities utilizing Sprint Spectrum licensed to the relevant Sprint Licensee, (ii) withdraw any application submitted pursuant to the immediately preceding clause, (iii) submit to the FCC any and all required notices for any new or modified facilities which utilize the Sprint Spectrum, (iv) submit to the FCC and prosecute any applications for new or modified facilities utilizing Sprint Spectrum to be licensed to Operator, (v) submit to the FCC and prosecute any applications or take such other action as may be necessary for the issuance of additional spectrum under the BTA authorizations in any Closed Market, which upon such grant by the FCC becoming a Final Order, such spectrum will be Sprint Spectrum for purposes of this Agreement, and (vi) except as set forth in Section 5.3 or Section 5.7, enter into any Coordination Document with respect to such Sprint Spectrum. Any such action taken by Operator pursuant to the previous sentence is herein referred to as a "Unilateral Action". Operator will provide Sprint with at least 15 business days advance written notice prior to taking any Unilateral Action. Such notice will set forth with particularity the proposed Unilateral Action. Operator will not take any Unilateral Action which (i) would impair the ability of Sprint or Operator to perform any obligation under any Primary Lease, or (ii) is not principally related to improving the ability of Operator to use such Sprint Spectrum to provide the services contemplated under this Agreement If Operator undertakes any Unilateral Action, it will do so in strict compliance with all laws, rules, policies, and regulations then in effect and will refrain from taking any action which could SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 25

reasonably be expected to result in the imposition of any penalty or sanction by the FCC or other governmental entity upon any Sprint Subsidiary or Operator. (b) To the extent Operator is not permitted by law to exercise the rights conferred in Section 5.1 (a), upon Operator's request, the relevant Sprint Licensee will (i) complete and submit to the FCC within 30 days and thereafter prosecute such applications for any modification to facilities utilizing any Sprint Spectrum, (ii) execute and, within 30 days, return any Coordination Document, (iii) withdraw within 30 days any application submitted to the FCC by any Sprint Licensee, (iv) submit to the FCC within 30 days any notices for new or modified facilities for any Sprint Spectrum, and (v) take all reasonable action necessary under the FCC Rules to make any additional spectrum which is available in any Closed Market and which Sprint may obtain from time to time as the BTA holder, which upon such grant becoming a Final Order, such spectrum will be Sprint Spectrum for purposes of this Agreement. Notwithstanding anything to the contrary contained herein, no Sprint Licensee will be obligated to execute any Coordination Document or file or implement a modification to any facilities used in connection with the Sprint Spectrum if (x) such requested action would impair the ability of Sprint or Operator to perform any obligations under any Primary Lease, (y) such action is not principally related to improving the ability of Operator to use such Sprint Spectrum to provide the services contemplated under this Agreement, or (z) such action violates the FCC Rules, other applicable laws, or the terms of any Sprint Authorization or License. Furthermore, in no event will any Sprint Licensee be required to execute a Coordination Document which will, in Sprint's reasonable judgment, impair any then existing or planned operation of ITFS or MDS spectrum by any Sprint Entity in any markets which are adjacent to Region 1; provided, however, Sprint will consider in good faith any Coordination Document which is otherwise requested by Operator. Operator will promptly pay all Costs incurred by Sprint in connection with this Section 5.1(b) and will pay to Sprint management fees according to Schedule 5.l(b). 5.2 Leased Authorization Modifications and Coordination Documents. (a) Each Sprint Subsidiary hereby assigns to, and grants to Operator for the duration of the Term all rights and powers to exercise the right to request and require the Third Party Licensees: (i) to complete, submit to the FCC and prosecute such applications for any modification to facilities utilizing such Third Party Licensee's Leased Spectrum which are permitted by law and the Primary Lease governing the use of such Leased Spectrum, (ii) to submit to the FCC and prosecute such applications to effectuate an exchange of one or more of such Leased Spectrum for the same amount of ITFS or MDS spectrum, provided that such exchange is permitted by law and the Primary Lease governing the use of such Leased Spectrum, (iii) to execute and promptly return any Coordination Document, provided such Coordination Document is permitted by law and the Primary Lease governing the use of such Leased Spectrum, (iv) to withdraw any application submitted to the FCC by a Third Party Licensee, provided that such instruction is permitted by law and the Primary Lease governing the use of such Leased Spectrum, and (v) to submit to the FCC any notices for new facilities permitted under the Primary Lease governing use of such Leased Spectrum. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 26

Operator will provide the relevant Sprint Subsidiary with simultaneous written notice of any request for a modification made under this Section 5.2(a). Notwithstanding anything to the contrary contained herein, Operator will not request or require any Third Party Licensee to execute any Coordination Document or file or implement a modification to any facilities used in connection with any Leased Spectrum if (i) such action would impair the ability of Sprint or Operator to perform any obligations under any Primary Lease or (ii) such action is not principally related to improving the ability of Operator to use such Leased Spectrum to provide the services contemplated under this Agreement. Operator will promptly pay all Costs incurred by Sprint in connection with this Section 5.2(a) including any and all costs or expenses to be borne by any Sprint Subsidiary under any Primary Lease. (b) To the extent Operator is not able to exercise the rights conferred in Section 5.2(a), at the written request of Operator, the relevant Sprint Subsidiary will provide written notice instructing any Third Party Licensee: (i) to complete, submit to the FCC and prosecute such applications for any modification to facilities utilizing such Third Party Licensee's Leased Spectrum which are permitted by law and the Primary Lease governing the use of such Leased Spectrum, (ii) to submit to the FCC and prosecute such applications to effectuate an exchange of one or more of such Leased Spectrum for the amount of ITFS or MDS spectrum, provided that such exchange is permitted by law and the Primary Lease governing the use of such Leased Spectrum, (iii) to execute and promptly return any Coordination Document, provided such Coordination Document is permitted by law and the Primary Lease governing the use of such Leased Spectrum, (iv) to withdraw any application submitted to the FCC by Third Party Licensee, provided that such instruction is permitted by law and the Primary Lease governing the use of such Leased Spectrum, and (v) to submit to the FCC any notices for new facilities permitted under the Primary Lease governing use of such Leased Spectrum. Notwithstanding anything to the contrary contained herein, Sprint will not be obligated to require or request that any Third Party Licensee file or implement a modification to any facilities used in connection with the Leased Spectrum if (x) such action would impair the ability of Sprint or Operator to perform any obligations under any Primary Lease or (y) such action is not principally related to improving the ability of Operator to use such Leased Spectrum to provide the services contemplated under this Agreement. Each Sprint Subsidiary will use commercially reasonable efforts to cause each Third Party Licensee to comply with its obligations pursuant to the Primary Lease governing the use of such Leased Spectrum. Operator will promptly pay all Costs incurred by Sprint in connection with this Section 5.2(b) and will pay to Sprint management fees according to Schedule 5.2(b). 5.3 Limitations. Notwithstanding anything to the contrary contained in this Agreement: (a) Operator will not construct or operate any new or modified facility utilizing any Spectrum that would violate the FCC Rules or other applicable law, violate the terms of any Primary Lease, violate the terms of any Authorization, or impair the ability of Operator to satisfy any obligations under any Primary Lease or impair the ability of Sprint to satisfy any obligation under any Rejected Primary Lease. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 27

(b) In no event will any Sprint Licensee be required to file or prosecute any application for or notification with regard to any facilities or usage of Spectrum which would violate the FCC Rules or other applicable law, violate the terms of any Primary Lease, violate the terms of any Authorization, or impair the ability of Sprint to satisfy any obligation under any Rejected Primary Lease. Furthermore, in no event will any Sprint Subsidiary be required to file or prosecute any application for any facilities which violate the terms of any Primary Lease, Sprint Authorization, Leased Authorization or Rejected Primary Lease. (c) Unless otherwise consented to in advance by Sprint in writing, which consent will not be unreasonably denied, withheld or delayed, Operator will not enter into any Coordination Document, and will use its Efforts to prevent any Third Party Licensee from entering into any Coordination Document, that directly or indirectly waives interference protection to any Spectrum or consents to accept interference to any Spectrum unless such Coordination Documents provides for the beneficiary of such waiver or consent to reciprocally waive interference protection or consent to accept interference from use of the Spectrum. (d) Operator will not attempt, and will use its Efforts to prevent any Third Party Licensee from attempting, pursuant to Section 27.53(1)(2) of the FCC Rules as adopted in the New FCC Order, to force an adjacent channel licensee to comply with the more restrictive spectral mask specified in that Section of the FCC Rules unless Operator will have first: (i) reasonably determined that such election is commercially reasonable, spectrally efficient and consistent with sound engineering practice, giving full consideration to the concomitant FCC requirement that the licensee making such an election comply with the same more restrictive spectral mask and the possible spectral inefficiencies, costs and other burdens associated with such compliance; and (ii) provided Sprint at least 20 business days advance notification prior to such election, along with an explanation of Operator's rationale for determining that such election is commercially reasonable, spectrally efficient and consistent with sound engineering practice. (e) Operator agrees that: (i) it will not waive, and will use its Efforts to prevent any Third Party Licensee from waiving, its right to interference protection from facilities near any Market that exceed the maximum "height benchmarking" set forth in Section 27.1221 of the FCC Rules as adopted in the New FCC Order; and (ii) it will not agree, and will prevent any Third Party Licensee from agreeing, to provide interference protection to such facilities, unless Operator will have first: (i) reasonably determined that such action is commercially reasonable, spectrally efficient and consistent with sound engineering practice; and (ii) provided Sprint at least 20 business days advance notification, along with an explanation of Operator's rationale for determining that such election is commercially reasonable, spectrally efficient and consistent with sound engineering practice. 5.4 Third Party Licensee Programming Obligations. Commencing no later than 180 days following the Initial Closing Date, Operator will support and diligently perform all obligations under the Primary Leases and otherwise with respect to each Third Party SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 28

Licensee's retained capacity, including: (a) providing and delivering programming content as required under the Primary Leases, (b) remedying any adverse impact upon the Third Party Licensee's programming as required under the Primary Leases; (c) providing transport or transport facilities (such as studio to transmitter links) as required under the Primary Leases; (d) the installation, maintenance and repair of any receive site or other equipment as required under the Primary Leases; and (e) providing data services and receive sites as required under the Primary Leases. To the extent that point-to-point microwave facilities licensed by the FCC to any Sprint Subsidiary are used by any Sprint Subsidiary in a Closed Market as of the Initial Closing Date or Market Closing Date (as applicable) to satisfy any obligation identified in (c) above and to the extent permitted by the FCC Rules, Sprint shall make such facilities available for the continued satisfaction of the applicable Primary Lease obligation, provided that: (w) Operator will maintain, repair and replace as needed, at its sole cost and expense, all such facilities in good working order, reasonable wear and tear excepted, in compliance with the FCC Rules, in accordance with the terms and conditions of the applicable Primary Lease, and consistent with sound engineering practices as further detailed in the Equipment Service Level Requirements set forth in Schedule 7.1(b) as if such facilities were Transmission Equipment; (x) notwithstanding the foregoing, the applicable Sprint Subsidiary will exercise such control over the facilities and their operation and maintenance as is required by the FCC Rules; (y) the applicable Sprint Subsidiary will have no liability to Operator in the event the FCC authorization for any such facility is cancelled, forfeited, or not renewed unless such is the result of gross negligence or willful misconduct on the part of any Sprint Subsidiary and will have no obligation to seek renewal of any FCC authorization for such facilities unless requested to do so by Operator in writing no less than sixty (60) days for any application for renewal is to be filed pursuant to the FCC Rules; and (z) Operator will be responsible for the payment of all Costs that any Sprint Subsidiary incurs in connection with its performance under this Section 5.4. Notwithstanding the foregoing obligations, Sprint and Operator will enter into a Transition Services Agreement in the form attached hereto as Exhibit E pursuant to which Sprint will perform such obligations upon the terms and conditions set forth therein (the "Transition Services Agreement"). 5.5 Additional Spectrum Rights. * * * SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 29

* * * SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 30

* * * (c) Operator will use its Efforts to require that each agreement pursuant to which Operator is entitled to use any Operator Leased Spectrum will include (i) the customary terms and conditions which Operator generally employs in its spectrum leasing agreements, and (ii) will permit Operator the unrestricted right to assign such agreement to Sprint Operator will provide Sprint with a true and correct copy of any such agreements and any and all amendments or other modifications thereto no later than 30 days following the date on which such document is executed, or if such agreement is being assigned to Operator by a third party, the date of such assignment. 5.6 Band Plan. To enable Sprint to support Operator's planned use of the Spectrum, at least 30 days prior to undertaking any efforts to use any Spectrum in any Market, Operator will provide Sprint with a detailed description of Operator's planned use for the Spectrum in such Market (each a "Band Plan"). The Band Plan will include a description of the type of duplexing Operator plans to use, the modulation method and a designation of upstream, downstream and guard band spectrum (as applicable). From time to time during the Term, Operator will provide Sprint with at least 30 days advance notice of any proposed changes to any Band Plan. Sprint may make reasonable recommendations to any initial Band Plan or any proposed revisions thereto; provided, however, that Operator will not be obligated to accept such recommendations if Operator, in its reasonable discretion, determines that adopting such recommendations would not be the most effective and efficient manner to utilize the Spectrum or if such recommendations would result in substantial additional Costs or obligations of Operator. 5.7 FCC Transitions. (a) The Parties acknowledge that Operator may be required to transition certain Spectrum pursuant to certain provisions of the New FCC Order (such provisions the "FCC Market Transition Rules") prior to utilizing such Spectrum hereunder. In serving as a "Proponent" pursuant to the FCC Market Transition Rules, Operator will not take any action that (i) would impair the ability of Sprint or Operator to perform any obligation under any Primary Lease or Rejected Primary Lease, or (ii) is not principally related to improving the ability of Operator to use such Spectrum to provide the services contemplated under this Agreement. (b) If a third party (including a Third Party Licensee) serves as a Proponent in connection with any Spectrum, Operator will take such steps as are reasonably necessary to assure that the transition is accomplished in a manner that (i) would not impair the ability of Sprint or Operator to perform any obligation under any Primary Lease or Rejected Primary Lease, or (ii) is principally related to improving the ability of Operator to use such Spectrum to provide the services contemplated under this Agreement. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 31

(c) Notwithstanding the provisions of Section 5.7(a), if in transitioning any Spectrum, Operator is required by the FCC Market Transition Rules to transition any spectrum licensed to or leased by any Sprint Subsidiary or any affiliate of a Sprint Subsidiary in any market adjacent to any Closed Market, Operator will provide Sprint with at least 30 days advance notice before circulating a Transition Plan pursuant to the FCC Market Transition Rules and will afford the applicable Sprint Subsidiary or its affiliate the opportunity to serve as a Co-Proponent and to jointly develop a Transition Plan in conjunction with Operator. Sprint will notify Operator within 15 business days of receipt of such notice whether any Sprint Subsidiary or an affiliate of any Sprint Subsidiary elects to serve as a Co-Proponent and jointly develop a Transition Plan. In the development of any joint Transition Plan under this Section 5.7(c), the Co-Proponents will utilize their Efforts to assure that the transition (i) would not impair the ability of Operator or any Sprint Subsidiary or any Sprint Entity to perform under any spectrum lease in any Closed Market or any market adjacent to any Closed Market, including any Primary Lease or Rejected Primary Lease, and (ii) is principally related to improving the ability of each to use the spectrum in their respective markets in a manner that is spectrally efficient and cost efficient, giving due weight to the views of Sprint with respect to the transition within its markets and to the views of Operator with respect to the transition within the Closed Markets and any other adjacent markets operated by Operator. (d) If in transitioning any spectrum, any Sprint Subsidiary is required by the FCC Market Transition Rules to transition any spectrum licensed to or leased by Operator in any market adjacent to any Market, Sprint will provide Operator with at least 30 days advance notice before circulating a Transition Plan pursuant to the FCC Market Transition Rules and will afford Operator the opportunity to serve as a Co-Proponent and to jointly develop a Transition Plan in conjunction with Sprint Operator will notify Sprint within 15 business days of receipt of such notice whether it elects to serve as a Co-Proponent and jointly develop a Transition Plan. In the development of any joint Transition Plan under this Section 5.7(d), the Co-Proponents will utilize their Efforts to assure that the transition (i) would not impair the ability of Operator or any Sprint Subsidiary, or any affiliate of any Sprint Subsidiary to perform under any spectrum lease in any Market or any market adjacent to any Market, including any Primary Lease or Rejected Primary Lease, and (ii) is principally related to improving the ability of each to use the spectrum in their respective markets in a manner that is spectrally efficient and cost efficient, giving due weight to the views of Sprint with respect to the transition within its markets and to the views of Operator with respect to the transition within the Markets and any other adjacent markets operated by Operator. (e) Operator will transition each of the Closed Markets pursuant to the FCC Market Transition Rules no later than the latest date permitted under the FCC Market Transition Rules without placing any Sprint Authorization or Leased Authorization at risk of termination, non-renewal or reallocation. (f) All Costs incurred by any Sprint Subsidiary or an affiliate of any Sprint Subsidiary in connection with the development of transition plans and the implementation of transitions under this Section 5.7 will be allocated in accordance with the FCC Rules then in effect without regard to any Sprint Subsidiary or an affiliate of any Sprint Subsidiary serving as a Co-Proponent. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 32

Article VI FEES AND EXPENSES 6.1 Primary Lease Fees and Expenses. Commencing with the Initial Closing Date and each applicable Market Closing Date, Operator will pay all monthly fees (monthly minimum payments, revenue sharing and per subscriber fees), periodic incentive payments and other compensation owed to the Third Party Licensees under the Primary Leases (the "Primary Lease Fees") attributable to each Closed Market. Operator's obligation to pay the Primary Lease Costs prior to the Consent Date is independent of and irrespective of, the granting of any Consent identified on Schedule 3.2 hereof. Commencing with the Initial Closing Date and each applicable Market Closing Date, Operator will be responsible for the payment of all reimbursements and other amounts owed to the Third Party Licensees under the Primary Leases attributable to each Closed Market, including any reimbursable regulatory fees incurred by a Third Party Licensee (the "Primary Lease Reimbursements"). The Primary Lease Fees and Primary Lease Reimbursements are herein referred to as the "Primary Lease Costs". Operator will promptly pay the Primary Lease Costs when due and payable and in accordance with the terms of the respective Primary Leases. 6.2 Regulatory Fees and Expenses. Operator will be responsible for, and will reimburse Sprint no later than 30 days from the receipt of an invoice from Sprint for such amounts, all Costs in connection with the Sprint Licensees' maintenance of the Sprint Spectrum during the Term; provided, however, any Costs which exceed [***] in any calendar month will be approved by Operator prior to the time such expense is incurred, which consent will not be unreasonably withheld, conditioned, or delayed. Operator will be responsible for, and will pay when due, any and all Costs in connection with its transition of the Spectrum pursuant to Section 5.7 (including the costs of transitioning spectrum outside of the Closed Markets when such transition is required by the FCC Market Transition Rules as a condition to the transition of any Spectrum). 6.3 Initial Fee. Operator has paid Sprint the amount of [***] (the "Initial Fee"). Subject to Section 2.7(c), the Initial Fee is non-refundable. On the Initial Closing Date and each subsequent Market Closing Date, Operator will pay Sprint an amount equal to the sum of all Market Closing Payments identified in Schedule 6.3 for each Market which becomes a Closed Market on the Initial Closing Date, or such Market Closing Date, as applicable. 6.4 Monthly Fee. Commencing with the Initial Closing Date and each Market Closing Date and continuing throughout the Term, Operator will pay Sprint a monthly spectrum access and aggregation fee (the "Monthly Fee") equal to the amount set forth in Schedule 6.4 for each Market which becomes a Closed Market on the Initial Closing Date, or applicable Market Closing Date. 6.5 Payments. The Market Closing Payments will be paid on the Initial Closing Date and upon the subsequent Market Closing Dates (as applicable) in the manner directed by Sprint. The Monthly Fee for a given month will be sent to Sprint at such address as Sprint designates from time to time by first-class, United States Postal Service mail or, at Sprint's option, by electronic funds transfer to such account as Sprint designates, no later than 30 days after the last day of the month in question. Except as specified in Section 6.7. all other SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 33

amounts due hereunder from Operator to Sprint will be sent to for delivery to Sprint on or before when due at such address as Sprint designates from time to time by first-class, United States Postal Service mail or, at Sprint's option, by electronic funds transfer to such account as Sprint designates. 6.6 Taxes. Operator will pay all duties, levies, including regulatory fees and assessments, spectrum usage fees, and taxes, including but not limited to, sales, property, ad valorem and use taxes, or any tax or fee in lieu thereof, imposed by any local, state or federal government or governmental agency during the Term with respect to the Spectrum and Transmission Equipment (as defined in Section 7.1), and with respect to Operator's use and operation of such Spectrum and Transmission Equipment, to the extent such amounts relate to periods included in the Term of this Agreement, excepting only any taxes on or measured by the income of the Sprint Subsidiaries. Any such items that become due during the calendar year in which the Term ends will be prorated between the applicable Sprint Subsidiary and Operator based upon the number of days during such year that this Agreement is in effect; provided however, that any such items that are calculated based on the number of subscribers or customers will be allocated between Sprint and Operator based on their respective number of subscribers or customers and any such items that are more appropriately based on the respective activities and operations of Sprint and Operator will be prorated using a fair and equitable allocation method that considers, among other things, the basis upon which such amount was assessed. Operator shall pay the cost of any documentary, stamp, sales, excise, transfer or other similar taxes payable in respect of its acquisition of any leasehold interests pursuant to this Agreement and pursuant to Operator's acquisition of any assets pursuant to Article XVII, except to the extent Article XVII otherwise specifically allocates such expenses between the Parties. 6.7 Reimbursement and Other Expenses. Where one Party is required to reimburse the other Party for Costs, such payment will be sent to such other Party at such address as such other Party designates from time to time by first-class, United States Postal Service mail, or at the election of the receiving Party, by electronic funds transfer to such account as such Party designates, no later than 30 days following receipt of an invoice and such supporting documentation as the Party paying the reimbursement reasonably requests. 6.8 Security. Upon the Effective Date, Operator will either provide to Sprint a letter of credit or establish an escrow account in an amount equal to [***] to secure Operator's obligations under this Agreement (the "Security"). Upon each anniversary of the Effective Date, the Security will be increased or decreased in such amount as to reflect the aggregate Monthly Fees and Primary Lease Costs payable during the next 12 months; provided, however, that at any time during the Term, Sprint may, in its reasonable discretion, require additional Security if any new Primary Lease, amendment to a Primary Lease, or multiple number of either entered into in a given 12 month period, results in a total increase in Primary Lease obligations in excess of [***] Furthermore, Operator will provide Sprint with such documentation as Sprint may reasonably request evidencing compliance with the Security requirements set forth in this Agreement The Security will remain in place at least throughout the first 5 years of the Initial Term. Thereafter, the Security will remain in place until such date on which Operator has generated Monthly Gross Revenues (as defined below) in excess of the Revenue Threshold for at least 3 consecutive months, at which time such Deposit will be released to the extent no claims are then pending against such amounts. The "Revenue SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 34

Threshold" means an amount equal to (a) [***] years of the Term, (b) [***] years of the Term, and (c) [***] years of the Term. "Monthly Gross Revenues" means the gross revenue collected by Operator for any communications services provided over facilities that (a) utilize the Spectrum or are collocated, integrated or used in conjunction with any such facilities and (b) utilize MDS or ITFS channels other than the Spectrum; provided that such gross revenues will not include (x) equipment, installation and maintenance charges, including charges for the installation or activation of new equipment or services (to the extent that such installation or activation charges do not include a communications service component), charges for equipment sold, recurring lease fees for rented or leased equipment, and charges for the maintenance or repair of equipment; or (y) third party pass-through charges (including governmental taxes, fees or charges), surcharges, universal service fund contributions, and charges billed on a purely "pass through" basis by Operator to its subscribers for communications services (such as charges for collect calls or long distance telephone services) rendered by other entities. On the Initial Closing Date, Clearwire Corporation ("Guarantor") will execute and deliver a guaranty in the form attached hereto as Exhibit F (the "Parent Guaranty") which will remain in place throughout the Term. 6.9 Spectrum Opportunities. Schedule 6.9 attached hereto lists certain ITFS and MDS spectrum (the "Potential Spectrum") in which Sprint currently holds certain rights which may permit Sprint to sublease such channels to Operator pursuant to this Agreement. If Sprint obtains an ITFS or MDS capacity lease agreement which permits Sprint to sublease any Potential Spectrum to Operator, such lease agreement will be considered as a Primary Lease for purposes of this Agreement, such Potential Spectrum will be considered as Leased Spectrum for purposes of this Agreement and any underlying FCC authorization will be considered as a Leased Authorization for purposes of this Agreement. Furthermore, no later than 15 days following the date on which any such new Primary Lease is fully executed, Operator will pay Sprint an amount equal to the corresponding value for such Potential Spectrum as indicated on Schedule 6.9. Furthermore, commencing with the first full calendar month following the date on which such new Primary Lease is executed and continuing through the Term, the Monthly Fee set forth in Section 6.4 will be increased by an amount equal to the corresponding amount for such Potential Spectrum as indicated on Schedule 6.9. Article VII EQUIPMENT AND OPERATION OF SPECTRUM 7.1 Transmission Equipment. During the Term, each Sprint Subsidiary will grant to Operator the right to (a) use all equipment owned by such Sprint Subsidiary and being used as of the Initial Closing Date and each applicable Market Closing Date for the operation of the Spectrum, and (b) use all equipment which such Sprint Subsidiary does not own but is otherwise permitted to use for the operation of the Spectrum pursuant to any Primary Lease (collectively, the "Sprint Transmission Equipment"). Schedule 7.1(a) sets forth a list of the equipment used in connection with the operation of the Proposed Spectrum as of the Effective Date. Operator will provide, construct and install all equipment which it desires for the operation of its business or which is required to comply with the requirements of the Authorizations, as they may be modified from time to time, to comply with the FCC Rules, or SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 35

that is otherwise required pursuant to the terms of the Primary Leases (the "Operator Transmission Equipment"). Operator will keep complete records identifying the Operator Transmission Equipment and Sprint Transmission Equipment then being used for the Spectrum. Upon the request of Sprint, Operator will provide Sprint with such records from time to time during the Term. The Sprint Transmission Equipment and the Operator Transmission Equipment are sometimes collectively referred to herein as the "Transmission Equipment". Operator will maintain, repair and replace as needed, at its sole cost and expense, all Transmission Equipment in good working order, reasonable wear and tear excepted, in compliance with the FCC Rules and sound engineering practices as further detailed in the Equipment Service Level Requirements set forth in Schedule 7.1(b) and, in the case of Transmission Equipment used in connection with any Leased Spectrum, in accordance with the terms and conditions of the Primary Lease governing the use of such Leased Spectrum. If Operator elects to replace or cease using any Sprint Transmission Equipment, Operator will provide Sprint with reasonable advance notice of such removal and will dispose of such equipment, at Operator's sole cost and expense, as Sprint reasonably requests. Any equipment used to replace Sprint Transmission Equipment will be considered Operator Transmission Equipment. Upon expiration of the Term, Operator will surrender all then existing Sprint Transmission Equipment to Sprint in the same condition as it was received from Sprint, reasonable wear and tear excepted. Operator will bear the risk of any casualty, damage, or theft to the Transmission Equipment Operator will assure that all use of the Spectrum during the Term is in compliance, in all material respects, with all applicable laws, including the FCC Rules. The appropriate Sprint Licensee will exercise such supervision and control as is required by the FCC Rules over Operator's activities under this Section 7.1 with respect to its Sprint Spectrum prior to the Long Term De Facto Lease Effective Date applicable to such Sprint Spectrum. Notwithstanding anything to the contrary contained herein, should Operator's rights to use any Transmission Equipment terminate and Sprint obtains possession or control of any such Transmission Equipment, such equipment will no longer be considered Transmission Equipment for purposes of this Agreement, provided, however, that this sentence will not be construed as a waiver of Sprint's rights with respect to any obligations of Operator with respect to such equipment accruing prior to the date on which Operator's rights to use such equipment terminate and Sprint takes possession or control of such equipment. 7.2 Option to Purchase or Continue to Use Transmission Equipment. All Transmission Equipment used in connection with any Leased Spectrum will be subject to any and all purchase options or other rights to use such Transmission Equipment set forth in the Primary Lease governing the use of the Leased Spectrum for which such equipment is used, including any option for the Third Party Licensee to purchase certain equipment used in connection with the transmission of its video programming for $1.00. Furthermore, to the extent any Transmission Equipment is used solely in connection with the performance of any Rejected Primary Lease pursuant to the Spectrum Operation Agreement, such Transmission Equipment will be subject to any applicable purchase option set forth in such Rejected Primary Lease. No later than 10 business days after delivery of a written request by Sprint, Operator will provide Sprint with such documentation as Sprint reasonably requests to evidence Operator's compliance with the obligations set forth in this Section 7.2. 7.3 Site Availability. Subject to Article XVI, Operator will be responsible, at its sole cost and expense, for securing the rooftop, transmission tower, and SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 36

equipment room space necessary for the installation of the transmission facilities that operate on or in connection with any Spectrum. Operator will ensure that any lease or contractual agreement for rooftop, transmission tower, or equipment room space for use in connection with the Spectrum will be freely assignable by Operator to Sprint. Prior to entering into an agreement for the use of such facilities and space, Operator will consult with Sprint regarding the availability of facilities owned or leased by a Sprint Entity. In the development of the advanced high speed wireless data system in Region 1, Operator will procure tower space, backhaul and other network elements and services for use in such system from a Sprint Entity when commercially and competitively reasonable provided that any such Sprint Entity responds to any such inquiry by Operator in a timely manner. 7.4 Use of Transmission Facilities Following Term of Primary Lease. Any lease or contractual agreement for rooftop, transmission tower, or equipment room space for use in connection with the Leased Spectrum will contain a clause permitting the applicable Third Party Licensee to use such space following expiration of the Primary Lease if, pursuant to the Primary Lease, the relevant Sprint Subsidiary would be obligated to include or use efforts to obtain such a clause if such Sprint Subsidiary were entering into such an agreement. 7.5 Construction. Operator will, within the time periods required pursuant to the FCC Rules, Leased Authorizations and Primary Leases, construct and place into operation all facilities specified under the Primary Leases and Leased Authorizations, as the same may be amended or modified from time to time. Operator will timely construct and place into operation all facilities which are not presently constructed but are required under the Primary Leases for the relaying of the underlying Third Party Licensee's programming to its transmission facility and for the transmission of that programming. Operator will, within the time periods required pursuant to the Sprint Authorizations and the FCC Rules, construct and place into operation all facilities required under the Sprint Authorizations and FCC Rules. Operator will comply in all respects with any "substantial service" or other performance requirements imposed by the FCC or the FCC Rules with respect to each Sprint Authorization and Leased Authorization. Schedule 7.5 sets forth a list of all receive site obligations pursuant to the Primary Leases and Operator agrees to construct such receive sites in accordance with the terms of the applicable Primary Leases. 7.6 Insurance. Operator will, at its own cost and expense, maintain with sound and financially reputable insurers, (a) General Commercial Liability Insurance covering liability resulting from Operator's operation of the Transmission Equipment with limits of not less than [***] combined single limit per occurrence for bodily injury and property damage liability and [***] aggregate limit, (b) "All Risk" property insurance covering the Transmission Equipment for its full replacement value, and (c) Worker's Compensation/Employers' Liability, Business Auto liability and other insurance required by law. Each Sprint Subsidiary will be named as an additional insured/loss payee under such insurance policies. No later than 30 days after the Initial Closing Date, Operator will provide Sprint with a certificate of insurance of the coverages required to be maintained pursuant to this Section 7.6. Such certificate will name each Sprint Subsidiary as an additional insured or as an additional loss payee, as appropriate, and will provide that such insurance may not be cancelled except upon 60 days written notice from the insurer to Sprint. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 37

7.7 Obligation to Operate. [***]. Any launch of such a system and Operator's obligations pursuant to this Section 7.7, but not Operator's obligations under Section 7.5 hereof, is subject to the availability to Operator of at least [***]. Operator will be solely responsible for the operation, marketing and customer service support for its business operations. Operator will, to the extent required under any Primary Lease, provide any Third Party Licensee with access to such services as are offered over the Spectrum by Operator. Nothing contained herein will be construed to restrict Operator to using the Spectrum for other purposes besides an advanced high speed data system provided that Operator has complied with the provisions of this Section 7.7. 7.8 Inspection Rights. Sprint will have the right, upon reasonable advance notice (which may be given telephonically or otherwise), to inspect any facilities used in connection with the operation of the Spectrum, including all tower facilities identified in Schedule 16 for the sole purpose of determining compliance with this Agreement. Notwithstanding anything to the contrary contained herein, Sprint's right to access and inspect the facilities hereunder will at a minimum be in accordance with the FCC Rules applicable to a licensee's access to facilities used in connection with such licensee's FCC authorizations. Article VIII INFORMATION AND REPORTING 8.1 Financial Statements. No later than 45 days following the end of each calendar quarter during the Term, Operator will deliver to Sprint a report detailing all Primary Lease Fees, Primary Lease Reimbursements and all amounts paid under the Tower Subleases and Substitute Tower Leases during such calendar quarter. No later than April 1 of each year during the Term, Operator will deliver to Sprint an unaudited balance sheet as of the end of the previous fiscal year of Guarantor, on a consolidated basis. Within 30 days following receipt of its audited financial statements Operator will deliver to Sprint an audited balance sheet of Guarantor on a consolidated basis as of the end of the most recent year. To the extent there is a material change in the financial condition of the Guarantor or Operator as reflected in such balance sheet which reasonably calls into question Operator's ability, or indicates that Operator may not be able, to fulfill its obligations under this Agreement, Operator will provide Sprint with such other financial statements and information as reasonably requested by Sprint to demonstrate the ability of Operator and Guarantor to satisfy their obligations under this Agreement. No later than January 31 of each year, Operator will deliver to Sprint a report certifying that, except as set forth therein, Operator is in compliance with this Agreement and all Primary Leases, including all construction obligations. Any financial statements, certificates or other information provided SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 38

to Sprint pursuant to this Section 8.1 will be Confidential Information of Operator. Each report required pursuant to this Section 8.1 will be certified by an officer of Operator as true and correct. 8.2 Spectrum and Operator Controlled Spectrum. During the Term, Operator will, no later than 30 days following written notice from Sprint, provide Sprint with access to such records and information concerning the Spectrum and Operator Controlled Spectrum as are reasonably needed to determine compliance with the terms of this Agreement or to evaluate whether Sprint should elect to exercise any of its rights under Sections 17.1 or 17.2. Sprint may access such records during business hours at Operator's offices or at such other place, or in such other manner, as mutually agreed upon by the Parties. Notwithstanding anything to the contrary contained herein, unless Operator is then in breach of this Agreement, Sprint will not be entitled to review information with respect to any given Closed Market more than twice during any calendar year. Article IX REPRESENTATIONS AND WARRANTIES 9.1 By Operator. Operator represents and warrants to Sprint that: (a) Organization. Operator is duly organized, validly existing and in good standing under the laws of the state or commonwealth of its formation, and has full power and authority to carry out all of the transactions contemplated by this Agreement. (b) Authorization; Valid and Binding Agreement. Operator has taken all action necessary to authorize the execution and delivery of this Agreement. Upon execution and delivery, this Agreement will constitute a valid and binding agreement of Operator, enforceable in accordance with its terms. The person signing this Agreement on behalf of Operator is duly authorized to execute and deliver this Agreement and to legally bind Operator to all of the terms, covenants and conditions contained in this Agreement. (c) No Violation. Except as disclosed in this Agreement, as of the Effective Date, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement, will constitute a violation of, be in conflict with, or constitute a default under, any term or provision of any agreement governing Operator's formation or other governing instruments, or any agreement or commitment to which Operator is bound, or any judgment, decree, order, regulation or rule of any court or governmental authority, or any statute or law. Except for any consent or approval of any governmental entity which may be required with respect to Operator's use of the Towers contemplated pursuant to this Agreement, and except for FCC approval of the long term de facto transfer leasing of Sprint Spectrum, no consent of any federal, state or local authority is required, or if required has failed to be obtained, in connection with the execution and delivery of this Agreement by Operator or with the performance of the transactions contemplated by this Agreement by SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 39

Operator. Operator is eligible to serve as a long term de facto transfer lessee pursuant to the FCC Rules. (d) Litigation. Except as specifically disclosed herein, as of the Effective Date there is no action, suit, proceeding or investigation pending or, to the actual knowledge of Operator, threatened against Operator before any court, administrative agency or other governmental body relating in any way to the transactions contemplated by this Agreement. Except as specifically disclosed herein, as of the Effective Date no unsatisfied judgment, order, writ, injunction, decree or assessment of any court or of any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality relating in any way to this Agreement or any other agreements, certificates or instruments to be executed and delivered herewith has been entered against and served upon Operator. Except as specifically disclosed herein, as of the Effective Date, there is no action, proceeding or investigation pending or, to the best knowledge of Operator, threatened against Operator which questions or challenges the validity of or otherwise seeks to prevent the consummation or performance of this Agreement. (e) Financial Statements. Operator has delivered to Sprint the consolidated unaudited balance sheet of Guarantor for the period ending June 30, 2004 (the "Financial Statements"). The Financial Statements are the Confidential Information of Operator. The Financial Statements are not prepared in accordance with GAAP, but are consistent with the books and records of Guarantor and fairly present the financial condition, assets and liabilities, and the results of operations of Guarantor and Operator at the respective dates of, and for the periods referred to in, such Financial Statements and reflect any adjustments made to the Financial Statements. The Financial Statements reflect the consistent application of accounting principles throughout the periods involved. (f) Financing Commitment. Schedule 9.1(f) sets forth a complete and accurate summary of the financing commitments Guarantor and Operator have obtained to enable Operator to perform its obligations under this Agreement. Attached as Exhibits to Schedule 9.1(f) is a letter from Clearwire Corporation certifying that Schedule 9.1(f) is true and correct. 9.2 By Sprint. Each Sprint Subsidiary represents and warrants to Operator that: (a) Organization. Such Sprint Subsidiary is duly organized, validly existing and in good standing as a corporation under the laws of the state or commonwealth of its formation, and has full power and authority to carry out all of the transactions contemplated by this Agreement. (b) Authorization; Valid and Binding Agreement. Such Sprint Subsidiary has taken all action necessary to authorize the execution and delivery of this Agreement. Upon execution and delivery, this Agreement will constitute a valid and binding agreement of such Sprint Subsidiary, enforceable in accordance with its terms. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 40

The person signing this Agreement on behalf of such Sprint Subsidiary is duly authorized to execute and deliver this Agreement and to legally bind such Sprint Subsidiary to all of the terms, covenants and conditions contained in this Agreement. (c) No Violation. Except as disclosed on Schedule 9.2(c), as of the Effective Date: (i) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will constitute a violation of, be in conflict with, or constitute a default under, any term or provision of any agreement governing such Sprint Subsidiary's formation or other governing instruments, or any agreement or commitment to which such Sprint Subsidiary is bound, or any judgment, decree, order, regulation or rule of any court or governmental authority, or any statute or law; and (ii) except for any consent or approval of any governmental entity which may be required with respect to Operator's use of the Towers contemplated pursuant to this Agreement, and except for FCC approval of the long term de facto transfer leasing of Sprint Spectrum, no consent of any federal, state or local authority is required, or if required has failed to be obtained, in connection with the execution and delivery of this Agreement by such Sprint Subsidiary or with the performance of the transactions contemplated by this Agreement by such Sprint Subsidiary. (d) Litigation. Except as disclosed on Schedule 9.2(d), as of the Effective Date, there is no action, suit, proceeding or investigation pending or, to the actual knowledge of Sprint, threatened against such Sprint Subsidiary before any court, administrative agency or other governmental body relating in any way to the transactions contemplated by this Agreement. Except as disclosed on Schedule 9.2(d), as of the Effective Date, no unsatisfied judgment, order, writ, injunction, decree or assessment of any court or of any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality relating in any way to this Agreement or any other agreements, certificates or instruments to be executed and delivered herewith has been entered against and served upon such Sprint Subsidiary. Except as disclosed on Schedule 9.2(d), as of the Effective Date, there is no action, proceeding or investigation pending or, to the best knowledge of such Sprint Subsidiary, threatened against such Sprint Subsidiary which questions or challenges the validity of, or which otherwise seeks to prevent the consummation or performance of this Agreement. (e) FCC Licenses. Solely for the purposes of this Section 9.2(e), the term "Sprint Authorizations" will mean solely those authorizations set forth in Schedule R-3, the term "Primary Leases" will mean solely those channel leases set forth in Schedule R-2, the term "Leased Authorizations" will mean solely those authorizations set forth on Schedule R-2, the term "Sprint Spectrum" means solely the spectrum authorized pursuant to the Sprint Authorizations, and the term "Leased Spectrum" means solely the spectrum authorized pursuant to the Leased Authorizations, irrespective of the Initial Closing Date or any Market Closing Date. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 41

(i) As of the Effective Date, each Sprint Licensee holds and is fully qualified and authorized in all respects to hold, the Sprint Authorizations which have been granted to it by the FCC. (ii) As of the Effective Date, there is no condition imposed by the FCC as part of the Sprint Authorizations, or to the knowledge of such Sprint Subsidiary, as a part of the Leased Authorizations, that is neither set forth on the face thereof as issued by the FCC nor contained in the FCC Rules applicable generally to stations of that type, nature, class or location; except for actions or proceedings affecting ITFS or MDS facilities generally, no application, action or proceeding is pending or threatened (nor is there any basis for) that is reasonably likely to result in the denial of an application for renewal, the revocation, modification, non-renewal or suspension of the Sprint Authorizations, or the issuance of a cease-and-desist order, forfeitures or other administrative or judicial sanctions relating to the operation of the Sprint Spectrum. Such Sprint Subsidiary's operations and activities are now being conducted and, since January 1, 2000 have been conducted in compliance, in all material respects, with the Communications Act of 1934, as amended, and the FCC Rules. (iii) Except as disclosed on Schedule 9.2(e)(iii), as of the Effective Date no application is presently pending before the FCC proposing any modification to or extension or renewal of any Sprint Authorization or any Leased Authorization. (iv) Except as disclosed on Schedule 9.2(e)(iv), each Sprint Authorization was validly issued in accordance with procedures that comply with the FCC Rules and other applicable laws, is issued pursuant to a Final Order and is in full force and effect as of the Effective Date. To the best knowledge of Sprint, except as disclosed on Schedule 9.2(e)(iv), each Leased Authorization was validly issued in accordance with procedures that comply with the FCC Rules and other applicable laws, is issued pursuant to a Final Order and is in full force and effect as of the Effective Date. As used in the immediately preceding sentence, Sprint will only be deemed to have knowledge of a matter if the event forming the basis of the inaccuracy or omission in the representation and warranty herein provided occurred on or after January 1, 2000 and Sprint had actual knowledge of such event. (v) Except as set forth on Schedule 9.2(e)(v), as of the Effective Date, Sprint has not received notice from any Third Party Licensee of any material breach or default by a Sprint Subsidiary under any Primary Lease which has not been cured and Sprint does not know of any matters which exist or are imminent which would constitute a default by any Sprint Subsidiary under any Primary Lease. (vi) Except as set forth on Schedule 9.2(e)(vi), within the 24 months preceding the Effective Date, Sprint has not received notice of any material breach or default (including any non-payment) by a Sprint Subsidiary SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 42

under any Tower Lease which has not been cured and Sprint does not know of any matters which exist or are imminent which would constitute a default by any Sprint Subsidiary under any Tower Lease. (vii) Other than the interference consents set forth on Schedule 9.2(e)(vii), no Sprint Subsidiary has agreed to accept electromagnetic interference to the operation of any Sprint Spectrum within a 35-mile radius of its licensed transmission point from the operation of other ITFS or MDS stations which are licensed to transmit from a point which is outside of such 35-mile radius. (viii) Other than the interference consents set forth on Schedule 9.2(e)(viii), to the best knowledge of Sprint, no Licensee has agreed to accept electromagnetic interference to the operation of any Leased Spectrum within a 35-mile radius of its licensed transmission point from the operation of other ITFS or MDS stations which are licensed to transmit from a point which is outside of such 35-mile radius. As used in the immediately preceding sentence, Sprint will only be deemed to have knowledge of a matter if the event forming the basis of the inaccuracy or omission in the representation and warranty herein provided occurred on or after January 1, 2000 and Sprint had actual knowledge of such event. 9.3 Survival of Representations and Warranties. The representations and warranties contained in this Agreement (and all annexes attached hereto) will survive until the [***] of the Initial Closing Date. Article X DEFAULTS; TERMINATION 10.1 Termination for Loss of Authorizations or Primary Leases. Without further liability to either Sprint or Operator (unless the termination of this Agreement with respect to any Spectrum is due to a breach by either Party of its obligations under this Agreement or the Primary Lease for such Spectrum or due to the negligence or willful misconduct of either Party), this Agreement will terminate with respect to particular Spectrum if: (a) the Authorization for such Spectrum is terminated, cancelled or a timely-filed application for renewal of such authorization is dismissed or denied with prejudice by the FCC; (b) such Spectrum is Sprint Spectrum and Sprint's authority to lease such Sprint Spectrum to Operator in accordance with the terms of this Agreement is terminated by the FCC; or (c) such Spectrum is Leased Spectrum and either (i) the Third Party Licensee's authority to lease such Leased Spectrum to the respective Sprint Subsidiary in accordance with the relevant Primary Lease is terminated by the FCC; (ii) Sprint's authority to permit Operator's use of such Leased Spectrum in accordance with the terms hereof is terminated by the FCC; or (iii) the Primary Lease regarding such Leased Spectrum expires by its terms or is terminated. 10.2 Termination by Agreement or for Default. This Agreement may be terminated without liability to the terminating Party: (a) at any time by mutual agreement of the Parties; (b) immediately by the terminating Party upon a material breach by the other Party, SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 43

including the failure to pay the Monthly Fee or any reimbursements due hereunder, if such material breach is not cured within 30 days (15 business days if breach is non-payment) after receipt of written notice from the terminating Party; provided, however, if any breach not involving the payment of money is of a nature such that it is not capable of being cured within such 30 day period, this Agreement may not be terminated if the breaching Party commences action to cure such breach during such 30 day period and thereafter proceeds with due diligence to fully cure such breach; or (c) immediately by a Party upon institution of proceedings under the present or future United States Bankruptcy Code with respect to the other Party, or if a receiver or trustee is appointed for or ordered to take possession of and/or to dispose of the other Party's business or property, or if the other Party makes any assignment or conveyance for the benefit of its creditors (provided that the other Party will have a period of 60 days to obtain a dismissal of any involuntary proceedings or procedures brought against it before this Agreement may be terminated as a result thereof). Termination will be effective upon the later of written notice of such termination by the terminating Party to the other Party or the expiration of any available cure period or other time period, as applicable; provided, however, that neither termination nor expiration of this Agreement will relieve either Party of liabilities previously accrued hereunder. Notwithstanding anything to the contrary contained herein, a material breach of this Agreement will include (a) if the Parent Guaranty or any portion thereof is or becomes invalid, void, voidable or otherwise unenforceable for any reason whatsoever, including the insolvency or dissolution of the Guarantor, or (b) the occurrence of a second or subsequent Construction Default. A "Construction Default" means (a) the failure to timely construct any facilities required to be constructed pursuant to any Primary Lease, Leased Authorization or Sprint Authorization within the applicable time periods specified therein or applied thereto under the FCC Rules which failure is the basis for the termination (whether or not such termination actually occurs) of any Primary Lease, Leased Authorization or Sprint Authorization by Final Order, but taking into effect any Final Order which extends such time period and which is effective prior to the expiration of the previously specified time period, or with respect to contractual obligations pursuant to a Primary Lease to construct, any amendment to the applicable Primary Lease, or written waiver of the terms of the applicable Primary Lease, which extends such time period and which is effective prior to the expiration of the previously specified time period in the Primary Lease; or (b) the failure to provide "substantial service" or other performance requirements imposed by the FCC or FCC Rules with respect to each Sprint Authorization or Leased Authorization, but taking into effect any Final Order which extends such applicable time period and which is effective prior to the expiration of any applicable previously specified time period, which failure is the basis for the FCC to terminate, cancel or forfeit the Sprint Authorization or Leased Authorization or to take action to: (i) reduce the GSA for any Leased Authorization or Sprint Authorization (other than a BTA authorization) resulting in a reduction in excess of ten percent (10%) of the MHz Households authorized to be serviced by such Sprint Authorization or Leased Authorization, or (ii) in the case of any BTA authorization that is a Leased Authorization or Sprint Authorization, reduce the GSA for such Leased Authorization or Sprint Authorization resulting in a reduction in excess of twenty percent (20%) of the MHz Households authorized to be serviced pursuant to such BTA authorization,. The first Construction Default, if any, will be a material breach of this Agreement for all purposes other than Sprint's ability to terminate this Agreement and Sprint may exercise any other remedy available pursuant to this Agreement, at law or in equity, irrespective of any cure periods otherwise set forth in this Section 10.2. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 44

10.3 Partial Termination for Default. Upon the election of Operator, this Agreement will terminate with respect to a particular portion of the Spectrum if as a direct result of Sprint's breach of its obligations hereunder: (a) Sprint's authority to operate such Sprint Spectrum is terminated by the FCC; (b) Sprint's authority to lease, or Licensee's authority to operate such Spectrum in accordance with the terms of the Primary Lease governing the use of such Spectrum or this Agreement is terminated by the FCC; or (c) the FCC terminates Licensee's authority or Sprint's authority to lease such Spectrum in accordance with the terms and conditions of this Agreement. Upon the termination of this Agreement with respect to any Spectrum pursuant to the immediately preceding sentence, (i) Sprint will refund a portion of the Initial Fee and Market Closing Payments equal to (A) the sum of the Initial Fee and Market Closing Payments which have been paid, multiplied by (B) a fraction the numerator of which is the number of MHz Households for the Spectrum subject to the termination and the denominator of which is the total number of MHz Households for all Proposed Spectrum as of the Effective Date and (ii) the Monthly Fees will be reduced by a percentage determined by dividing (A) the number of MHz Households for the Spectrum subject to the termination, by (B) the number of MHz Households for all Proposed Spectrum as of the Effective Date. 10.4 Breach of Representations and Warranties. Notwithstanding anything to the contrary contained herein, with respect to a breach of the representations and warranties set forth in Section 9.2 herein by Sprint, Operator's sole remedy will be pursuant to the indemnification provisions set forth in Section 11.1 below. 10.5 Other Remedies, in the event of a material breach by a Party under this Agreement, the other Party, in addition to having the right to terminate this Agreement without liability, may pursue such other remedies as may be available to it at law or in equity. Furthermore, Sprint may, at its sole election, cure any breach by Operator under this Agreement (including any breach under any Primary Lease) and Operator will pay Sprint any Costs which Sprint incurs in curing such breach. Notwithstanding the preceding sentence, any election by Sprint to cure a breach by Operator will not operate as a cure on behalf of Operator and Sprint will retain all of its rights with respect to such breach, including terminating this Agreement. Each Party has an affirmative duty to mitigate its damages under this Agreement. 10.6 Expenses. Subject to the Party's arbitration obligations set forth in Article XIV, if suit is brought because of the breach of any term or provision contained in this Agreement on the part of Sprint or Operator which such Party is obligated to keep or perform, the prevailing Party may recover all expenses incurred therefor, including reasonable attorneys' fees. Article XI INDEMNIFICATION 11.1 Indemnification by Sprint. To the extent permitted by law, each Sprint Subsidiary covenants and agrees to, and will, indemnify, defend and hold harmless Operator, its members, directors, officers, employees, affiliates and agents (the "Operator Indemnitee(s)") from and against, and will reimburse any Operator Indemnitee on demand for, all liabilities, direct losses or damages (including the loss of use of any Spectrum and any portion of the Initial Fee and/or Monthly Fee fairly allocable to such Spectrum), claims, demands, SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 45

actions, reasonable costs and expenses (including, without limitation, reasonable court costs and attorneys' fees) which any of the Operator Indemnitees may suffer, sustain, incur, pay or expend by virtue or as a result of (a) any material breach or default by such Sprint Subsidiary of any of its covenants, agreements, duties or obligations under this Agreement; (b) any material breach or default of, or inaccuracy or omission in, any representation or warranty of such Sprint Subsidiary contained in this Agreement; (c) any acts, omissions, negligence or willful misconduct of such Sprint Subsidiary, its owners, members, directors, officers, employees, affiliates and agents in connection with the performance of this Agreement; or (d) the operation construction, maintenance or use of the Spectrum prior to the Effective Date, including but not limited to claims for infringement of patents arising from such use of the Spectrum and any claims arising from facts and circumstances occurring prior to an applicable Closing. 11.2 Indemnification by Operator. To the extent permitted by law, Operator covenants and agrees to, and will, indemnify, defend and hold harmless Sprint Subsidiaries, their members, directors, officers, employees, affiliates and agents (the "Sprint Indemnitee(s)") from and against, and will reimburse any Sprint Indemnitee on demand for, all liabilities, direct losses or damages, claims, demands, actions, reasonable costs and expenses (including without limitation, reasonable court costs and attorneys' fees) which any of the Sprint Indemnitees may suffer, sustain, incur, pay or expend by virtue or as a result of (a) any material breach or default by Operator of any of its covenants, agreements, duties or obligations under this Agreement, including failure to perform any obligation under any Primary Lease; (b) any material breach or default of, or inaccuracy or omission in, any representation or warranty of Operator contained in this Agreement; (c) any acts, omissions, negligence or willful misconduct of Operator, its owners, members, directors, officers, employees, affiliates and agents in connection with the performance of this Agreement; (d) claims by customers of Operator or by subscribers to Operator's services; (e) actions by the FCC or other federal, state or local governmental authorities regarding the Transmission Equipment, towers and other facilities or the use of the Spectrum; (f) Operator's construction, operation, maintenance and repair of the Transmission Equipment, towers and other facilities; (g) claims of libel, slander or the infringement of copyright or the unauthorized use of any trademark, trade name or service mark or claims that the content of any material transmitted over the Spectrum violates any pornography, obscenity laws, or infringes privacy rights or any other claimed harm or unlawfulness arising from any transmission; and (h) claims for infringement of patents arising from Operator's use of the Spectrum. 11.3 Claims for Indemnification. Where indemnification under this Article XI is sought by a Party (the "Claiming Party"): (a) it will notify in writing the other Party (the "Indemnifying Party") promptly of any claim or litigation or threatened claim to which the Indemnification relates; (b) upon the Indemnifying Party's written acknowledgment of its obligation to indemnify in such instance, in form and substance satisfactory to the Claiming Party, the Claiming Party will afford the Indemnifying Party an opportunity to participate in and, at the option of the Indemnifying Party, control, compromise, settle, defend or otherwise resolve the claim or litigation (and the Claiming Party will not effect any such compromise or settlement without the prior written consent of the Indemnifying Party); and (c) the Claiming Party will cooperate with the Indemnifying Party in its above-described participation in any compromise, settlement, defense or resolution of such claim or litigation. If the Indemnifying Party does not SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 46

so acknowledge its indemnification responsibility, the Claiming Party may proceed directly to enforce its indemnification rights. Article XII ASSIGNMENT Each Sprint Subsidiary has the absolute right to assign any of its rights and obligations under this Agreement provided that such Sprint Subsidiary also assigns its rights and obligations to the Primary Leases and the Sprint Authorizations to the same party or an affiliate of such party. Except as expressly set forth in this Article XII, Operator may not assign, pledge, hypothecate, sublease, or transfer in any manner whatsoever, any of its rights and/or obligations under this Agreement, other than to an Operator Affiliate, without Sprint's prior written consent, which will not be unreasonably withheld, conditioned or delayed. Furthermore, Operator will not, through merger, sale or any other transaction, change its ownership structure in any manner so that any person(s) or entity(ies) which do not currently own at least 49% of the voting securities of the Operator, have the right to vote more man 49% of Operator equity units or elect more than 49% of the members of Operator's or Guarantor's board of directors or similar governing body after such transaction (a "Change in Control"), unless Operator has obtained Sprint's prior written consent which will not be unreasonably withheld, conditioned or delayed; provided, however, that Sprint's consent will not be required in any such transaction where either (a) Operator provides at least 30 days prior written notice of the transaction and the surviving or acquiring entity (or Guarantor in the event of a restructuring event as described above) has sufficient resources to perform its obligations under this Agreement, as determined in Sprint's reasonable discretion, or (b) if such transaction occurs after substantially all of the Markets are built and Operator is providing services in such Markets. Notwithstanding anything to the contrary contained herein, Operator will not assign, pledge, hypothecate, sublease or transfer in any manner whatsoever, its rights and/or obligations under this Agreement to any Prohibited Entity (as defined below) without Sprint's prior written consent, which may be withheld in Sprint's sole discretion. As used herein, a "Prohibited Entity" means any entity which, and any now hereafter subsidiary or affiliate of such entity (or successor entity) operates under the name [***] Any assignment, pledge, hypothecation, sublease or transfer in any manner whatsoever which violates this Article XII will be null and void. Any Change in Control in violation of this Article XII will be a material breach of this Agreement. Provided that Operator provides Sprint with 15 days advance written notice thereof, Operator may pledge its rights under this Agreement and its rights to the Transmission Equipment for any financing it may incur in connection with the development of Region 1, provided, however, that any such financing and/or pledge will be subject to the rights of Sprint hereunder and the Licensees under the Primary Leases, including, but not limited to, such Licensee's rights to purchase any Transmission Equipment as set forth in the Primary Leases. If either Party completes an assignment pursuant to this Article XII, the Party making or completing any such assignment will, give written notice to the other Party of the name and address of any such assignee within 30 days following the completion of such assignment. Following the 5th anniversary of the Effective Date, Operator may permit a third party to have exclusive use of up to 48 MHz of the Spectrum in each Market without obtaining Sprint's prior consent, provided that: (a) Operator provides Sprint with at least 30 days advance written notice of the specific terms and conditions SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 47

of such sublease, (b) the person or entity using such Spectrum agrees in writing to be bound to all of the restrictions and obligations contained herein with respect to such Spectrum, (c) Operator remains primarily liable for the complete performance of the terms of this Agreement with respect to such Spectrum, (d) the person or entity using such Spectrum agrees in writing to provide periodic certifications, as Sprint reasonably requests, evidencing its compliance with build out and construction obligations with respect to such Spectrum, and (e) Sprint may, in its reasonable discretion, require additional Security for performance of the obligations with respect to such Spectrum. Notwithstanding anything to the contrary contained herein, if there occurs a Change in Control which results in any Prohibited Entity having the right to vote more than 49% of Guarantor's or Operator's equity units or elect more than 49% of the members of Guarantor's or Operator's board of directors, or similar governing body, the Monthly Fee otherwise payable pursuant to Section 6.4 will, on a going forward basis, be increased by [***] of such amount otherwise payable. Notwithstanding anything to the contrary contained in this Article XII, Operator's rights under this Article XII are subject to Operator obtaining any necessary consent of any Third Party Licensee to the extent required under any Primary Lease. Article XIII CONFIDENTIALITY; [***] 13.1 Confidentiality. The Parties acknowledge that Confidential Information (as such term is defined below) may be made available to them pursuant to this Agreement, and that such Confidential Information has been and will be developed by the other Party at considerable effort and expense and represents special, unique and valuable proprietary assets of such Party that is not ordinarily disclosed to the public, the value of which may be destroyed by unauthorized dissemination. Each Party acknowledges and agrees that it will become privy to Confidential Information of the other Party which could be used in a manner harmful to the Party owning such Confidential Information. Therefore, each Party agrees it will not use any Confidential Information of the other Party in the development, operations, planning, marketing, or distributing of any products or services which compete with those offered by the other Party. Furthermore, except as may be required for the performance of this Agreement, or compliance with any applicable law, during the Term and for a [***] neither Party nor any of its employees, representatives, agents or affiliates will make use of, disseminate, or in any way disclose any Confidential Information to any third person, firm, corporation or other entity for any reason whatsoever, said undertaking to be enforceable by injunctive or other equitable relief to prevent any violation or threatened violation thereof. Each Party will exercise reasonable care to protect the Confidential Information and will disclose Confidential Information only to those of its employees, representatives, agents or affiliates who need to know such information in connection with performance of this Agreement. Either Party may disclose Confidential Information if required by any judicial or governmental request, requirement or order, provided that such Party will take reasonable steps to give the other Party sufficient prior notice in order to contest such request, requirement or order by notifying the other Party of such request. As used herein, the term "Confidential Information" means all technical, business, financial and other confidential or proprietary information of a Party, any information or material that has been created, discovered, developed or otherwise become known to a Party (including, without limitation, information created, discovered, developed or made known to such Party by third parties) which has commercial value in the telecommunications SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 48

business and which is designated in writing by the other Party as confidential. Notwithstanding the lack of any designation by either Party of any information as confidential, any engineering design, manufacturing processes or source code, non-public financial information regarding such Party, information relating to research and development, new product pricing and marketing plans of such Party, and non-public information relating to such Party's operations, revenues, trade secrets or management practices will be Confidential Information. "Confidential Information" will not include information of a Party which: (a) has been or becomes published or is now or is in the future in the public domain through no action of the Party receiving such information pursuant to this Agreement; (b) prior to disclosure hereunder, is within the legitimate possession of a Party as evidenced by competent written proof of such legitimate possession; (c) subsequent to disclosure hereunder, is lawfully received from a third party having rights therein without restriction of the third party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (d) is independently developed or acquired by a Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. 13.2 No Publicity Without Consent. Except as may be required by applicable law, neither Party will disclose any of the terms and conditions set forth herein to any non-affiliated party, without prior coordination with and advance written approval by the other Party, which may be granted or withheld at the other Party's sole discretion. Notwithstanding the foregoing, either Party may disclose the terms and conditions of this Agreement to its legal and financial advisors, investors and/or lenders, provided, however that any person receiving such information will agree to be subject to the terms of Section 13.1. Unless otherwise agreed to by Sprint, Operator may not use Sprint's name or logo or any other trade name or logo which is owned or controlled by any Sprint Entity. Unless otherwise agreed to by Operator, no Sprint Subsidiary may use Operator's name or logo or any other trade name or logo which is owned or controlled by Operator or its affiliates. Either Party may disclose the existence of this Agreement provided that such disclosing Party gives the other Party advance written notice of its intent to make such disclosure. [***] SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 49

Article XIV DISPUTES 14.1 Dispute Resolution Through Arbitration. Unless otherwise specifically provided for herein, the Parties will utilize good faith efforts to resolve any disputes arising out of or relating to the negotiation, execution, interpretation, performance or nonperformance of this Agreement through amicable settlement discussions to be commenced by the giving of a written notice of dispute by the Party claiming to be aggrieved. The notice of dispute will state with specificity the matters in dispute, the position of the Party giving the notice of dispute and the rationale for that position. If the Parties fail to resolve the dispute by amicable settlement within 15 business days from the date the notice of dispute is given, then either Party may then request the final settlement of such dispute through arbitration in Kansas City, Missouri, under the Commercial Arbitration Rules (the "Rules") of the American Arbitration Association (the "AAA") by notifying the other Party and the AAA in accordance with the Rules. The arbitration will be conducted by three (3) arbitrators appointed in accordance with the Rules and will be conducted pursuant to expedited and accelerated procedures. The arbitrators will decide the issues submitted to them in accordance with the provisions and commercial purposes of this Agreement. The Parties agree that the award of the arbitrators will be final and waive any right to trial by jury or to challenge the arbitrators' award. However, any Party aggrieved by a default by the other may seek immediate injunctive relief before any court of competent jurisdiction and agree that such relief will not be sought to avoid or stay the arbitration. Judgment on the award of the arbitrators may be entered in any court having jurisdiction over the Party against whom enforcement of the award is being sought, and the Parties hereby irrevocably consent to the jurisdiction of any such court for the purpose of enforcing any such award. In their final award, the arbitrators will require that the losing Party to the arbitration pay all reasonable costs (including without limitation reasonable fees of counsel) incurred in conducting the arbitration. The Parties will facilitate the arbitration by (a) making available to one another and to the arbitrators for examination, inspection and extraction, all documents, books, records and personnel under their control if determined by the arbitrators to be relevant to the dispute and not otherwise privileged from disclosure, subject to written agreement by the arbitrators to hold all Confidential Information so disclosed in confidence, and (b) observing strictly the time periods established by the rules or by the arbitrators for submission of evidence or briefs. The Parties acknowledge and agree that time is of the essence in resolving any dispute submitted to arbitration. Notwithstanding anything in this Section 14.1 to the contrary, with respect to any dispute regarding Sprint's obligations pursuant to Section 17.1(d), (a "Spectrum Grouping Dispute"), the parties will submit the dispute to a mutually agreeable independent qualified industry engineering consultant (an "Engineering Arbitrator") who will serve as the arbitrator for such dispute in the manner set forth in this Section 14.1. If the parties are unable to agree to a single Engineering Arbitrator, each Party will select one independent qualified engineering consultant who will serve as an Engineering Arbitrator; and each Party will submit the names of no more than three additional independent qualified industry engineering consultants to the two Engineering Arbitrators selected by Sprint and Operator who will then select a third Engineering Arbitrator from the combined lists submitted by Sprint and Operator. In such event, the three Engineering Arbitrators so selected will serve as a panel of arbitrators to decide the dispute pursuant to the terms set forth in this Section 14.1. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 50

14.2 Specific Performance. Each of the Parties acknowledges and agrees that the rights reserved to the other are of a special, unique, unusual and extraordinary character, which gives them peculiar value, the loss of which cannot be reasonably or adequately compensated for in damages in an action at law and the breach by either Party of any of the provisions hereof (other than provisions calling for the payment of money) will cause the other irreparable damage and injury. In such event, the non-defaulting Party will be entitled, as a matter of right, without further notice, to require of the other Party specific performance of all of the acts, services and undertakings required under this Agreement, including the obtaining of all requisite authorizations to execute or perform this Agreement, and to obtain injunctive and other equitable relief in any court of competent jurisdiction to prevent the violation or threatened violation of any of the provisions of this Agreement. Neither this provision nor any exercise by any Party of rights to equitable relief or to specific performance herein granted will constitute a waiver of any other rights which the non defaulting Party may have to damages or otherwise. 14.3 Jurisdiction and Venue. Subject to the provisions of Section 14.1, any suit brought with respect to this Agreement will be brought in the state or federal district court located in Kansas City, Missouri. For any and all such purposes, the Parties hereby irrevocably submit to the jurisdiction of such courts, waive all objections thereto (on the grounds of improper venue, forum non conveniens or otherwise), and agree that service of process upon each as provided in Section 14.1 will be effective to establish personal jurisdiction over it in such courts. Article XV COVENANTS 15.1 Compliance with Law. Each of the Parties will comply with the Communication Act of 1934, as amended, and the FCC Rules, will timely file all reports, schedules and/or forms required by the FCC to be filed by it, and will timely pay all fees required by the FCC to be paid by it, excepting only the obligation of Sprint to pay certain fees which is otherwise assigned to Operator herein. 15.2 [***] Pricing. Any Sprint Entity will have the right to purchase, [***], products and services offered by Operator, or any Operator Affiliate, within [***]. These products and services may include roaming services for customers of any Sprint Entity. Operator will offer and provide any such products and services to any Sprint Entity [***] on commercially reasonable terms (including pricing) and if applicable, those terms that are generally made available to Operator's other [***] customers purchasing comparable services within [***]. Notwithstanding anything to the contrary contained herein, each Sprint Entity will receive pricing for any products and services offered by Operator or Operator Affiliate equal to the lesser of the following: [***] Furthermore, Operator will negotiate in good faith to execute a roaming services agreement with any Sprint Entity containing commercially reasonable roaming rates, feature functionality and other terms necessary to SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 51

provide the broadband wireless services which are available from time to time on Operator's network in Region 1 to the customers of any Sprint Entity. 15.3 Other Relationships. It is recognized that from time to time the Parties may have other opportunities with respect to excess spectrum capacity on MDS and ITFS frequencies in areas outside of Region 1 and that the Parties may be interested in pursuing an ability to lease such excess spectrum capacity or to exchange certain spectrum assets. If a Party desires such a relationship, the other Party will make available representatives for a reasonable time via telephone or in person to discuss such possible relationship. Furthermore, it is recognized that Sprint may desire to implement an affiliate type relationship with Operator within Region 1 and that Operator may be interested in pursuing such relationship. If Sprint desires such a relationship, Operator will make available for a reasonable time representatives via telephone or in person to discuss such possible relationship. Notwithstanding anything to the contrary contained herein, this Section 15.3 will not be construed as placing an obligation for a Party to actually negotiate or otherwise consider in good faith any offers or proposals made by the other Party, it being agreed that the intent of this Section 15.3 is to provide the Parties with a means by which to facilitate communications with each other with respect to business opportunities and for no other purpose. In no event will either Party be obligated to perform under this Section 15.3 if it reasonably believes that receipt of any information from the other Party may have an adverse impact upon its ability to pursue any business interest or opportunity or that receipt of such information could create any liability to any third party. Nothing contained in this Section 15.3 will be construed as a material obligation of either Party. Article XVI SPRINT'S TOWER FACILITIES Attached hereto as Schedule 16 is a list of tower locations ("Towers") in Region 1 and Sprint's contractual agreements to use space on the Towers ("Tower Leases"). On the Initial Closing Date and each Market Closing Date, Operator will enter into a Tower Sublease Agreement with the applicable Sprint Subsidiary, in a form mutually agreed upon by the Parties, for each Tower Lease (each a "Tower Sublease" and collectively the "Tower Subleases") for each Market then Closing. To the extent landlord's consent is required to enter into any Tower Sublease ("Tower Sublease Consent"), Sprint will use Efforts to obtain such consent as specified in Section 2.8. From and after the Effective Date, Operator will timely pay all Costs under each Tower Lease. Any material breach or default by Operator under any Tower Sublease which results in the termination of such Tower Sublease will be a material default under this Agreement, provided, however that Sprint will not terminate this Agreement as a result of such default if (a) Operator has obtained other tower space for the operation of the Spectrum in the Market applicable to the defaulted Tower Sublease, which is freely assignable to Sprint, (b) no other Tower Sublease has been terminated as a result of a breach of a Tower Lease by Operator, and (c) such termination of the Tower Sublease does not result in the termination of any Primary Lease, Rejected Primary Lease, Leased Authorization or Sprint Authorization. To the extent permitted under the Tower Leases and as may be required under any Rejected Primary Lease, Operator will permit the underlying channel lessor of such Rejected Primary Lease continuing access to such facilities. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 52

Article XVII SPRINT'S RIGHT TO RECAPTURE MARKET 17.1 Recapture Right. (a) Pursuant to the terms of this Section 17.1, during the [***] Sprint may elect to terminate a portion of this Agreement as it relates to certain Spectrum and, subject to the receipt of any required consents or other contractual obligations of Operator with respect to any Operator Controlled Spectrum, to acquire certain Operator Controlled Spectrum in Closed Markets. As used herein, the term "recapture" refers to Sprint's right to terminate this Agreement as to such Spectrum and, subject to the receipt of any required consents or other contractual obligations of Operator with respect to any Operator Controlled Spectrum to acquire such Operator Controlled Spectrum. At any time during the [***] Sprint may from time to time, by providing written notice of Sprint's intent to exercise its recapture rights with respect to a closed Market (a "Recapture Notice"), elect to recapture up to approximately [***] of the total Spectrum and Operator Controlled Spectrum, excluding any Operator Controlled Spectrum that Sprint has elected to exclude pursuant to Section 17.l(h)(iv), in each Closed Market as of the Closing of such Closed Market plus any additional Spectrum or Operator Controlled Spectrum in such Closed Market which after such Closing became subject to this Agreement, less any Spectrum or Operator Controlled Spectrum which is no longer subject to this Agreement pursuant to the terms of this Agreement (other than any Spectrum or Operator Controlled Spectrum which has been the subject to the exercise of the recapture rights, Put Option or Call Option prior to any such election by Sprint). As used herein, "Eligible Spectrum" means, subject to Section 17.1(h)(iv) and obtaining the necessary consents to transfer any Operator Controlled Spectrum, all Spectrum and Operator Controlled Spectrum in a given Closed Market then subject to the terms of this Agreement. Following the [***] of the Initial Closing Date, Sprint may only recapture Unincorporated Spectrum. "Unincorporated Spectrum" means any Spectrum or Operator Controlled Spectrum in a Closed Market which (i) is not then being used by Operator, (ii) has not been sublet by Operator to an unaffiliated third party as permitted pursuant to Article XII, (iii) is not part of Operator's then current plan for deployment of additional spectrum or services within the Term, or (iv) is capable of being exchanged for other Spectrum or Operator Controlled Spectrum without material interference to Operator's existing commercial operations. Each Recapture Notice will identify the amount of Eligible Spectrum or Unincorporated Spectrum that Sprint intends to recapture for such Closed Market. The amount of Eligible Spectrum or Unincorporated Spectrum will be determined as of the date of such Recapture Notice and on a MHz Household basis in accordance with the methodology set forth on Exhibit B. The Eligible Spectrum or Unincorporated Spectrum, as applicable, for a given Closed Market which Sprint will recapture pursuant to this Section 17.1 is herein referred to as "Recaptured Spectrum". If Operator assigns, pledges, hypothecates, subleases or transfers in any manner whatsoever, any of its rights and/or obligations under this Agreement or should a Change in Control occur after the Initial Term has expired, Sprint may exercise its rights with respect to any Unincorporated Spectrum (not to exceed an amount which is approximately [***] of all Eligible Spectrum in such Closed Market less any amount SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 53

of Eligible Spectrum in such Closed Market for which recapture rights, Put Option and/or Call Option have been previously exercised in any Closed Market) under this Section 17.1 in the same manner in which Sprint is permitted to exercise such rights after the [***] of the Initial Closing Date. (b) For a period not to exceed 30 days following the Recapture Notice, the Parties will negotiate in good faith to determine the identity of the Eligible Spectrum or Unincorporated Spectrum which will be Recaptured Spectrum. (c) If the Parties do not reach agreement as to the identity of the Recaptured Spectrum pursuant to Section 17.1(b), then: * * * SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 54

(d) In creating the Spectrum Groupings as set forth in Section 17.1(c), Sprint will: (i) Configure the Spectrum Groupings so that Operator may select a Spectrum Grouping which enables it to continue its operations. (ii) Use good faith efforts to create Spectrum Groupings which are conducive to the continued operation of Spectrum and Operator Controlled Spectrum. (iii) Use reasonable efforts to configure the Spectrum Groupings in a manner so as to minimize disruption of Operator's commercial operations. (iv) Configure the Spectrum Groupings in a manner which gives the Operator the opportunity to select a Spectrum Grouping, or Spectrum Groupings, containing at least [***] of contiguous spectrum. If Operator disagrees that Sprint has created the Spectrum Groupings in accordance with the requirements set forth in this Section 17.1(d) ("Spectrum Groupings Criteria"), then such matter will be a Spectrum Grouping Dispute and will be submitted to dispute resolution pursuant to Section 14.1. (e) No later than 30 days following the later of (A) the date on which the identity of the Recaptured Spectrum is determined pursuant to Section 17.1(a), (b) and (c) or (B) the Spectrum Grouping Dispute is resolved pursuant to Section 14.1: (i) Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to an assignment of the authorizations to Sprint for any Recaptured Spectrum which is Operator Owned Spectrum (each, an "Owned Spectrum Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Owned Spectrum Assignment Application without conditions materially adverse to Sprint or Operator. If any person petitions the FCC to deny any Owned Spectrum Assignment Application, or if the FCC grants any Owned Spectrum Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 55

petition before the FCC or defend such grant by the FCC. If the FCC denies any Owned Spectrum Assignment Application or grants any Owned Spectrum Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Sprint will be responsible for the payment of all Costs that the Parties incur in connection with their performance under this Section 17.1(e)(i), including all application fees imposed by the FCC on the filing of any Owned Spectrum Assignment Application and all legal fees incurred in the preparation and prosecution of any Owned Spectrum Assignment Application. (ii) To the extent that FCC consent is required for the assignment of any leases of any Recaptured Spectrum which is Operator Leased Spectrum, Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to an assignment of the leases of any Recaptured Spectrum which is Operator Leased Spectrum (a "Recaptured Lease Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Recaptured Lease Assignment Application without conditions materially adverse to Sprint or Operator. If any person petitions the FCC to deny any Recaptured Lease Assignment Application, or if the FCC grants any Recaptured Lease Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Recaptured Lease Assignment Application or grants any Recaptured Lease Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Sprint will be responsible for the payment of all Costs that the Parties incur in connection with their performance under this Section 17.1(e)(ii), including all application fees imposed by the FCC on the filing of any Recaptured Lease Assignment Application and all legal fees incurred in the preparation and prosecution of the applications. (iii) To the extent that notice to the FCC is required prior to the assignment of any lease of any Recaptured Spectrum which is Operator Leased Spectrum, Sprint and Operator will prepare and timely file all notification forms and related exhibits, certifications and other documents necessary to notify the FCC in advance of the assignment of the lease of Recaptured Spectrum which is Operator Leased Spectrum (a "Recaptured Lease Assignment Notification"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 56

reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to respond to any FCC inquiry or any third party petition or complaint regarding the assignment of the lease of such Operator Leased Spectrum in support of such assignment without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such assignment before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any assignment of the lease of Operator Leased Spectrum that is the subject of a Recaptured Lease Assignment Notification or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Sprint will be responsible for the payment of all Costs that the Parties incur in connection with their performance under this Section 17.1(e), including all application fees imposed by the FCC on the filing of any Recaptured Lease Assignment Notification and all legal fees incurred in the preparation and prosecution of the notification. (f) From and after the Recapture Notice through the date on which the Parties determine the identity of the Recaptured Spectrum as set forth above, Operator will not, without Sprint's prior consent, which will not be unreasonably withheld, conditioned or delayed, make any material modifications or changes in the operation of the Eligible Spectrum or enter into, or permit any Third Party Licensee to enter into, any Coordination Documents with respect to the Eligible Spectrum unless such modifications are required by contractual or regulatory deadlines. From and after the Recapture Notice until the date on which the Parties consummate the recapture transaction for a given Closed Market (the "Recapture Closing"), Operator will not, without Sprint's prior consent, not to be unreasonably withheld, conditioned or delayed, make any material modifications or changes in the operation of the Recaptured Spectrum or enter into, or permit any Third Party Licensee to enter into, any Coordination Documents with respect to the Recaptured Spectrum. (g) Each Recapture Closing for any Recaptured Spectrum which does not require the FCC's consent for the transfer contemplated pursuant to the recapture set forth herein will take place on the date which is 30 days following the date that the identity of such Recaptured Spectrum is determined pursuant to Sections 17.1(a), (b), and (c); provided, however, that to the extent prior notification to the FCC is required before the assignment of a lease for Operator Leased Spectrum to Sprint, the Recapture Closing will not occur until the prior notification period established by the FCC Rules will have run and, at Sprint's sole option, if the FCC initiates an inquiry or any person submits a complaint or petition challenging the lease assignment, the FCC will have affirmed the lease assignment by Final Order. The Recapture Closing for any given Closed Market with respect to any Operator Controlled Spectrum which is the subject of an Owned Spectrum Assignment Application or a De Facto Lease Assignment SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 57

Application, will take place not later than 30 days following the FCC's grant of such application and such grant becoming a Final Order. (h) * * * SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 58

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* * * (ii) At the Recapture Closing (A) Operator will assign, and cause any applicable Operator Affiliate to assign, all right, title and interest in the Recaptured Spectrum that is Operator Controlled Spectrum to Sprint, (B) this Agreement will terminate with respect to any Recaptured Spectrum, and (C) Sprint will pay Operator the Recapture Price for each Closed Market which is subject to the Recapture Closing. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 61

(iii) No later than 15 days following the determination of the identity of the Recaptured Spectrum, Operator will provide Sprint with a written estimate of the Transition Costs. Prior to incurring any expense in transitioning its use of the Recaptured Spectrum which in the aggregate exceeds Operator's written estimate, Operator will provide Sprint with written notice of such expenses and will, at Sprint's request, meet in person or telephonically to discuss the possibility of reducing such expenses. At Sprint's request, Operator will provide Sprint with access to detailed records that support Operator's calculation of the Acquisition Costs, Investment Costs or Transition Costs. If Sprint objects to Operator's calculation of the Acquisition Costs, Investment Costs or Transition Costs and the Parties are unable to resolve the dispute, Sprint may submit the matter to arbitration pursuant to Section 14.1. (iv) Notwithstanding anything to the contrary contained herein, Sprint may elect to exclude all Operator Controlled Spectrum in a particular Closed Market from the recapture right set forth herein by stating so in the Recapture Notice. In such event, the Operator Controlled Spectrum in such Closed Market will not be considered as Eligible Spectrum for purposes of this Agreement. (i) Effective as of the Recapture Closing with respect to any Recaptured Spectrum, (i) Operator will cease use of all such Recaptured Spectrum and such Recaptured Spectrum will thereafter no longer be considered Spectrum or Operator Controlled Spectrum (as applicable) for purposes of this Agreement, and (ii) any Primary Lease which governs the use of any such Recaptured Spectrum will no longer be a Primary Lease for purposes of this Agreement. Effective as of the Recapture Closing with respect to any Recaptured Spectrum, on a going forward basis the Monthly Fee will be reduced by an amount equal to the then current Monthly Fee multiplied by a fraction, the numerator of which is the MHz Households for the Recaptured Spectrum (but excluding Operator Controlled Spectrum) subject to the Recapture Closing, and the denominator of which is the MHz Households for all Proposed Spectrum as of the date of the Effective Date. (j) Following the Recapture Closing with respect to any Recaptured Spectrum, Operator and Sprint will provide the FCC with such notification forms and related exhibits, certifications and other documents as are required by the FCC Rules within the time period afforded by the FCC Rules. Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such additional notices as may be required or requested by the FCC or as may be appropriate to respond to any post-Recapture Closing FCC inquiry or any third party petition or complaint regarding the transfer of such Recaptured Spectrum in support of such transfer without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such transfer before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 62

such grant by the FCC. If the FCC rejects any transfer of Recaptured Spectrum or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Sprint will be responsible for the payment all of the Costs that the Parties incur in connection with their performance under this Section 17.1(j), including all fees imposed by the FCC on the filing of any notification and all legal fees incurred in the preparation and prosecution of the notification. (k) Until the Recapture Closing with respect to any Recaptured Spectrum, Operator will, as required by contractual or regulatory obligations continue to operate all facilities being used in connection with the operation of such Recaptured Spectrum and will continue to perform all obligations under all Primary Leases and any leases with respect to any Operator Leased Spectrum which govern the use of the Recaptured Spectrum. Upon the Recapture Closing with respect to any Recaptured Spectrum (i) Operator will immediately cease use of all Sprint Transmission Equipment which is used solely in the operation of such Recaptured Spectrum and such equipment will thereafter no longer be Transmission Equipment for purposes of this Agreement, (ii) for a period not to exceed 6 months, Sprint will have the right to use any other equipment, including any shared equipment, used in connection with such Recaptured Spectrum to the extent reasonably necessary to satisfy its obligations under any Primary Lease, Rejected Primary Lease or to comply with any Sprint Authorization, at a lease cost of the fair market rental value of such equipment, (iii) Sprint will have an option to buy, at greater of the fair market value or Operator's depreciated costs, as determined pursuant to Section 17.4, any equipment owned by Operator and used solely in the operation of such Recaptured Spectrum, that is not or could not be redeployed by Operator in the operation of other spectrum, (iv) Sprint will have access to all tower and other facilities used in connection with the operation of the Recaptured Spectrum as of the date of the Recapture Notice, and (v) Sprint will pay Operator on a monthly basis Sprint's Pro Rata Share (as defined below) attributable to Sprint's use of any such tower and other facilities. "Sprint's Pro Rata Share" means the sum of the tower and facility lease fees paid by Operator to an unaffiliated third party for any facilities which Sprint elects to utilize pursuant to the previous sentence and the recurring utility charges and maintenance costs actually paid by Operator with respect to any facilities which Sprint utilizes for the operation of any Recaptured Spectrum, multiplied by a fraction, the numerator of which is the amount of Recaptured Spectrum (in MHz) operating from such facilities and the denominator of which is the total ITFS and MDS spectrum (in MHz) operated by Operator from such facility. 17.2 Put Option. (a) At any time prior to the [***] of the Initial Closing Date, Sprint may from time to time elect to put any or all of the Spectrum to Operator by providing notice (a "Put Notice") to Operator informing Operator of Sprint's intent to exercise its put rights and identifying the amount of Spectrum to be transferred. The price paid by Operator to Sprint upon the closing of such put option (the "Put Price") will be (i) if the Put Notice is sent prior to the [***] of the Initial Closing SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 63

Date, [***] multiplied by the number of MHz Households covered by the Put Spectrum, or (ii) if the Put Notice is after the [***] of the Initial Closing Date an amount equal to (A) [***] multiplied by the number of MHz Households covered by the Put Spectrum, less (B) the sum, after taking into effect any credits which Operation has received with respect to such Put Spectrum, of the Monthly Fees attributable to such Put Spectrum, the Primary Lease Fees attributable to such Put Spectrum, that proportion of the Initial Fee attributable to such Put Spectrum, and Market Closing Payments paid with respect to the Put Spectrum. An example of the computation of the Put Price after the [***] of the Initial Closing Date is set forth as Schedule 17.2(a). Each Put Notice will identify the amount of Spectrum that Sprint intends to put for such Closed Market. The amount of Spectrum which Sprint will put pursuant to this Section 17.2 will be determined as of the date of such Put Notice and on a MHz Household basis in accordance with the methodology set forth on Exhibit B. The Spectrum for a given market which Sprint will put to Operator pursuant to this Section 17.2 is herein referred to as "Put Spectrum". If the Put Notice occurs after the [***] of the Initial Closing Date, Sprint may not put any Spectrum to Operator that is subject to a Primary Lease unless at least one year is remaining of the last term (including any renewals) of the Primary Lease. (b) If Sprint elects to put less than all of the Spectrum in a given Closed Market, for a period not to exceed 30 days following the Put Notice, the Parties will negotiate in good faith to determine the identity of the Spectrum which will be Put Spectrum. (c) If the Parties do not reach agreement as to the identity of the Put Spectrum pursuant to Section 17.2(b), then (i) Sprint will divide the Spectrum for such Closed Market into no more than [***] with each containing approximately (within plus or minus 2% of an equal amount) an equal amount of Spectrum (on a MHz Household basis) and will send Operator notice of the Spectrum Groupings, and (ii) no later than 30 days after receipt of such notice, representatives of Operator and Sprint will meet at a mutually agreed upon location or telephonically and the parties will alternately select (with Operator selecting first) Spectrum Groupings until Sprint has selected the amount of Spectrum identified in the Put Notice, and such Spectrum selected by Sprint will constitute the Put Spectrum. The Parties acknowledge the difficulty in dividing the Spectrum in any given Closed Market in a manner that creates equal Spectrum Groupings and recognize that it is likely Spectrum Groupings will not be exactly equal in terms of MHz Households. (d) Following the Put Notice, Sprint and Operator will negotiate in good faith to reach agreement as to the transaction documents based substantially upon the terms and conditions specified in the term sheet (the "Put/Call Term Sheet") attached as Exhibit G. No later than 10 days following the date on which the identity of the Put Spectrum is determined pursuant to Section 17.2 (a), (b) and (c): (i) Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 64

consent to an assignment of the Sprint Authorizations to Operator for any Put Spectrum (each, a "Put Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Put Assignment Application without conditions materially adverse to Sprint or Operator. If any person petitions the FCC to deny any Put Assignment Application, or if the FCC grants any Put Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Put Assignment Application or grants any Put Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d)(i), including all application fees imposed by the FCC on the filing of any Put Assignment Application and all legal fees incurred in the preparation and prosecution of any Put Assignment Application. (ii) To the extent that FCC consent is required for the assignment of any leases of any Put Spectrum which is Leased Spectrum, Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to an assignment of the Primary Leases of any Put Spectrum which is Leased Spectrum (a "Put Leased Spectrum Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Put Leased Spectrum Assignment Application without conditions materially adverse to Sprint or Operator, If any person petitions the FCC to deny any Put Leased Spectrum Assignment Application, or if the FCC grants any Put Leased Spectrum Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Put Leased Spectrum Assignment Application or grants any Put Leased Spectrum Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 65

17.2(d)(ii), including all application fees imposed by the FCC on the filing of any Put Leased Spectrum Assignment Application and all legal fees incurred in the preparation and prosecution of the applications. (iii) To the extent that notice to the FCC is required prior to the assignment of any Primary Lease for any Put Spectrum which is Leased Spectrum, Sprint and Operator will prepare and timely file all notification forms and related exhibits, certifications and other documents necessary to notify the FCC in advance of the assignment of the Primary Lease for Put Spectrum (a "Put Leased Spectrum Assignment Notification"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to respond to any FCC inquiry or any third party petition or complaint regarding the assignment of the lease of such Leased Spectrum in support of such assignment without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such assignment before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any assignment of the Primary Lease for any Leased Spectrum that is the subject of a Put Leased Spectrum Assignment Notification or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d), including all application fees imposed by the FCC on the filing of any Put Leased Spectrum Assignment Notification and all legal fees incurred in the preparation and prosecution of the notification. (e) If Sprint elects to put less than all of the Spectrum in a given Closed Market, from and after the Put Notice through the date on which the Parties determine the identity of the Put Spectrum as set forth above, Operator will not, without Sprint's prior consent, make any material modifications or changes in the operation of the Spectrum in a Closed Market which is the subject of a Put Notice or enter into, or permit any Third Party Licensee to enter into, any Coordination Documents with respect to such Spectrum unless such modifications are required by contractual or regulatory deadlines. If Sprint elects to put less than all of the Spectrum in a given Closed Market, from and after the Put Notice until the date on which the Parties close the put (the "Put Closing"), Operator will not, without Sprint's prior consent, not to be unreasonably withheld, conditioned or delayed, make any material modifications or changes in the operation of the Put Spectrum or enter into, or permit any Third Party Licensee to enter into, any Coordination Documents with respect to the Put Spectrum. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 66

(f) The Put Closing for any given Closed Market with respect to any Put Spectrum which does not require the FCC's consent for the transfer contemplated herein will take place on the date which is 30 days following the date on which the identity of the Put Spectrum is determined pursuant to Sections 17.2(a), (b), and (c); provided, however, that to the extent prior notification to the FCC is required before the assignment of a Primary Lease, the Put Closing will not occur until the prior notification period established by the FCC Rules will have run and, at Sprint's sole option, if the FCC initiates an inquiry or any person submits a complaint or petition challenging the lease assignment, the FCC will have affirmed the lease assignment by Final Order. The Put Closing for any given Closed Market with respect to any Put Spectrum which is the subject of a Put Assignment Application or a Put Lease Assignment Application, will take place not later than 30 days following the FCC's grant of such application and such grant becoming a Final Order. (g) At the Put Closing, Sprint will assign all of its right, title and interest in the Sprint Authorizations and Primary Leases (as applicable) for the Put Spectrum to Operator and Operator will pay Sprint the Put Price in immediately available funds. Operator will have the option to buy any Sprint Transmission Equipment which is owned by Sprint and is used solely in connection with the Put Spectrum for its fair market value as determined pursuant to Section 17.4. Operator may exercise such option by providing written notice of its intent to do so no later than 20 days following the Put Notice. If Operator elects to exercise such option, at the Put Closing, Operator will pay Sprint the fair market value of such Sprint Transmission Equipment and Sprint will deliver to Operator a bill of sale, without warranty, delivering title to such Sprint Transmission Equipment to Operator. Notwithstanding anything to the contrary contained herein, to the extent that any Put Closing applies to all Spectrum in a given Closed Market, the applicable Tower Sublease for such Closed Market will remain in effect notwithstanding any provision set forth therein stating that such Tower Sublease will terminate upon termination of this Agreement. (h) Effective as of the Put Closing with respect to any Put Spectrum, (i) such Put Spectrum will no longer be considered Spectrum for purposes of this Agreement, and (ii) any Primary Lease which governs the use of any such Put Spectrum will no longer be a Primary Lease for purposes of this Agreement. Effective as of the Put Closing with respect to any Put Spectrum, on a going forward basis the Monthly Fee will be reduced by an amount equal to the then current Monthly Fee multiplied by a fraction, the numerator of which is the MHz Households for the Put Spectrum as of the date of the Put Closing, and the denominator of which is the MHz Households for all Proposed Spectrum as of the Effective Date. (i) Following the Put Closing with respect to any Put Spectrum, Operator and Sprint will provide the FCC with such notification forms and related exhibits, certifications and other documents as are required by the FCC Rules within the time period afforded by the FCC Rules. Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such additional SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 67

notices as may be required or requested by the FCC or as may be appropriate to respond to any post-Put Closing FCC inquiry or any third party petition or complaint regarding the transfer of such Put Spectrum in support of such transfer without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such transfer before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any transfer of Put Spectrum or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(i), including all fees imposed by the FCC on the filing of any notification and all legal fees incurred in the preparation and prosecution of the notification. 17.3 Purchase Option. (a) For a period of [***] of the Initial Closing Date, Operator will have the option (the "Call Option") to acquire up to [***] of the Spectrum in each Closed Market as of the Closing of such Market plus any additional Spectrum in such Closed Market which after such Closing became subject to this Agreement less any Spectrum which is no longer subject to this Agreement pursuant to the terms of this Agreement (other than any Spectrum which has been the subject to the exercise of the recapture rights, Put Option or Call Option prior to the exercise of the Call Option by Operator) by providing notice (a "Call Notice") to Sprint informing Sprint of Operator's intent to exercise the Call Option and identifying the amount of Spectrum to be transferred. The price paid by Operator to Sprint upon the closing of such Call Option (the "Call Price") will be [***] multiplied by the number of MHz Households covered by such Spectrum. The Call Notice will identify the amount of Spectrum that Operator intends to acquire. The amount of Spectrum which Operator may acquire pursuant to this Section 17.3 will be determined as of the date of such Call Notice and on a MHz Household basis in accordance with the methodology set forth on Exhibit B. The Spectrum for a given Closed Market which Operator will acquire pursuant to this Section 17.3 is herein referred to as "Call Spectrum". (b) For a period not to exceed 60 days following the Call Notice ("Call Waiting Period"), the parties will negotiate in good faith to determine the identity of the Spectrum which will be the Call Spectrum. Such determination should be made without regard to whether Sprint intends to exercise its recapture rights following the Call Waiting Period. If Sprint intends to exercise its Put Option with regard to the remaining Spectrum (after giving effect to the Call Option exercise) in any such Closed Market for which Operator has exercised its Call Option, then Sprint will provide its Put Notice during the Call Waiting Period. Sprint may not exercise its recapture rights set forth in Section 17.1 during the 180 day period during which the Call Option may be exercised; provided that with respect to a Closed Market in which Operator has SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 68

provided its Call Notice, Sprint may provide a Recapture Notice with regard to the Operator Controlled Spectrum and any Spectrum other than the Call Spectrum during the 15 day period following the later of (a) determination of the Call Spectrum or (b) the expiration of the Call Waiting Period. If Sprint provides a Put Notice with respect to any Closed Market which is subject to a Call Notice prior to the expiration of the Call Waiting Period, to the extent such Put Notice does not put the remainder of the Spectrum in any such Closed Market (taking into account the amount of Spectrum which is the subject of the Call Notice), then the Parties will, for a period not to exceed 30 days, negotiate in good faith to determine the identity of the Put Spectrum and Call Spectrum. If the Parties are unable to determine the identity of the Put Spectrum and Call Spectrum, the Parties will follow the procedures set forth in Section 17.3(c) until Operator has selected the amount of Spectrum identified in the Call Notice and Put Notice for such Closed Market. (c) If the Parties do not reach agreement as to the identity of the Call Spectrum pursuant to Section 17.3(b), then (i) Sprint will divide the Spectrum in each Closed Market into no more than [***] with each containing approximately (within plus or minus [***] of an equal amount) an equal amount of Spectrum (on a MHz Household basis) and will send Operator notice of the Spectrum Groupings, and (ii) no later than 30 days after receipt of such notice, representatives of Operator and Sprint will meet at a mutually agreed upon location or telephonically and the parties will alternately select (with Operator selecting first) Spectrum Groupings until Operator has selected the amount of Spectrum identified in the Call Notice, and such Spectrum selected by Operator will constitute the Call Spectrum. The Parties acknowledge the difficulty in dividing the Spectrum in any given Closed Market in a manner that creates equal Spectrum Groupings for such Closed Market and recognize that it is likely Spectrum Groupings will not be exactly equal in terms MHz Households. (d) Following the Call Notice, Sprint and Operator will negotiate in good faith to reach agreement as to the transaction documents based substantially upon the terms and conditions specified the Put/Call Term Sheet. No later than 10 days following the date on which the identity of the Call Spectrum is determined pursuant to Section 17.3 (a), (b) and (c): (i) Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to an assignment of the Sprint Authorizations to Operator for any Call Spectrum (each, an "Call Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Call Assignment Application without conditions materially adverse to Sprint or Operator. If any person petitions the FCC to deny any Call Assignment Application, or if the FCC grants any Call Assignment Application and any person petitions for SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 69

reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Call Assignment Application or grants any Call Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.3(d)(i), including all application fees imposed by the FCC on the filing of any Call Assignment Application and all legal fees incurred in the preparation and prosecution of any Call Assignment Application. (ii) To the extent that FCC consent is required for the assignment of any leases of any Call Spectrum which is Leased Spectrum, Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to an assignment of the Primary Leases of any Call Spectrum which is Leased Spectrum (a "Call Leased Spectrum Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Call Leased Spectrum Assignment Application without conditions materially adverse to Sprint or Operator. If any person petitions the FCC to deny any Call Leased Spectrum Assignment Application, or if the FCC grants any Call Leased Spectrum Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use then Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Call Leased Spectrum Assignment Application or grants any Call Leased Spectrum Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use then Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d)(ii), including all application fees imposed by the FCC on the filing of any Call Leased Spectrum Assignment Application and all legal fees incurred in the preparation and prosecution of the applications. (iii) To the extent that notice to the FCC is required prior to the assignment of any Primary Lease for any Call Spectrum which is Leased Spectrum, Sprint and Operator will prepare and timely file all notification forms and related exhibits, certifications and other documents necessary to notify the FCC in advance of the assignment of the Primary Lease for Call Spectrum (a "Call Leased Spectrum Assignment Notification"). Subsequently, Sprint and SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 70

Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to respond to any FCC inquiry or any third party petition or complaint regarding the assignment of the lease of such Leased Spectrum in support of such assignment without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such assignment before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any assignment of the Primary Lease for any Leased Spectrum that is the subject of a Call Leased Spectrum Assignment Notification or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.3(d), including all application fees imposed by the FCC on the filing of any Call Leased Spectrum Assignment Notification and all legal fees incurred in the preparation and prosecution of the notification. (e) The closing for any Call Spectrum the ("Call Closing") which does not require the FCC's consent for the transfer contemplated pursuant to the recapture set forth herein will take place on the date which is 30 days following the date on which the identity of the Call Spectrum is determined pursuant to Sections 17.3(a), (b), and (c); provided, however, that to the extent prior notification to the FCC is required before the assignment of a Primary Lease, the Call Closing will not occur until the prior notification period established by the FCC Rules will have run and, at Operator's sole option, if the FCC initiates an inquiry or any person submits a complaint or petition challenging the lease assignment, the FCC will have affirmed the lease assignment by Final Order. The Call Closing with respect to any Call Spectrum which is the subject of a Call Assignment Application or a Call Lease Assignment Application, will take place not later than 30 days following the FCC's grant of such application and such grant becoming a Final Order. (f) At the Call Closing, Sprint will assign all of its right, title and interest in the Sprint Authorizations and Primary Leases (as applicable) for the Call Spectrum to Operator and Operator will pay Sprint the Call Price. (g) Effective as of the Call Closing with respect to any Call Spectrum, (i) such Call Spectrum will no longer be considered Spectrum for purposes of this Agreement, and (ii) any Primary Lease which governs the use of any such Call Spectrum will no longer be a Primary Lease for purposes of this Agreement. Effective as of the Call Closing with respect to any Call Spectrum, on a going forward basis the Monthly Fee will be reduced by an amount equal to the then current Monthly Fee multiplied by a fraction, the numerator of which is the MHz Households for the Call SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 71

Spectrum as of the date of the Call Closing, and the denominator of which is the MHz Households for all Proposed Spectrum as of the Effective Date. (h) Following the Call Closing with respect to any Call Spectrum, Operator and Sprint will provide the FCC with such notification forms and related exhibits, certifications and other documents as are required by the FCC Rules within the time period afforded by the FCC Rules. Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such additional notices as may be required or requested by the FCC or as may be appropriate to respond to any post-Call Closing FCC inquiry or any third party petition or complaint regarding the transfer of such Call Spectrum in support of such transfer without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such transfer before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any transfer of Call Spectrum or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.3(h), including all fees imposed by the FCC on the filing of any notification and all legal fees incurred in the preparation and prosecution of the notification. 17.4 Fair Market Value Determination. Where this Agreement specifies that a Party will have the option to purchase any Transmission Equipment for its fair market value, this Section 17.4 will govern such determination. The Party selling such Transmission Equipment will provide the other Party with notice of its determination of fair market value of the equipment to be purchased pursuant to the relevant Section of this Agreement. The Parties will negotiate in good faith for a period of 10 days following such notice of the determination of fair market value of such equipment. If the Parties are unable to reach agreement as to fair market value of such within such 10 day period, then the fair market value will be conclusively determined by two qualified independent appraisers with experience and expertise in valuation of assets such as the equipment in question, one retained and paid by each of the Parties. The Parties will promptly notify each other of their respective selections; provided, however, if either Party fails to deliver notice to the other of its selection of an appraiser within 15 business days after notice by the other Party that it has selected an appraiser (which notice will identify such appraiser), the determination will be rendered by the single appraiser so selected (whose fees, in such case, will be borne equally by the Parties). The appraisers selected in accordance with the foregoing procedure will each determine the fair market value of the equipment (each of which value will be an amount that, on the basis of market and other conditions prevailing at such time could reasonably be expected to be paid for such equipment by a third party in an arm's length transaction, assuming that the buyer and seller are under no compulsion to buy or sell) and submit their determinations of such value to the Parties within 15 business days of their selection. The fair market value will be the amount equal to the sum of such fair market values SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 72

for the equipment determined by each appraiser divided by two, except that if there is more than a [***] difference between such values and the higher of such two values exceeds the sum of [***] a third independent appraiser with recognized experience and expertise in valuation of assets such as the equipment, selected by the first two appraisers within 10 business days of such appraiser's determination of fair market value (and, if the first two appraisers are unable to select the third within such time frame, then the parties will, within 5 business days of such inability, request the ranking executive officer of the American Arbitration Association's Regional Office in Kansas City, Missouri, or his or her designee to select the third appraiser and the parties will direct that such selection be made within 15 business days of such request), and such third appraiser will determine such fair market value (which in no event will be outside the range created by the values determined by the first two appraisers). The cost of such third appraiser will be borne one-half by each Party. Article XVIII INTERPRETATION AND CONTRACT ADMINISTRATION 18.1 Notices. All notices and other communications given or made pursuant to this Agreement will be in writing and will be deemed received as of the first weekday (excluding Federal holidays) after being sent for next-day delivery by United States Postal Service Express Mail, return receipt requested, or by Federal Express, signature required, to the other person at the following address: If to Operator: Fixed Wireless Holdings, LLC 10210 NE Points Road, Suite 210 Kirkland, WA 98033 Attention: Benjamin G. Wolff Facsimile: (425) 828-8061 With a copy to: Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, Washington 98101-1688 Attention: Julie Weston, Esq. Facsimile: (206) 628-7699 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 73

If to Sprint, or any Sprint Subsidiary: Sprint Spectrum Management [***] With copy to: [***] Sprint Spectrum Management A Party may change the address at which notices are to be given to it by giving notice of such change to the other Party in the manner hereinabove provided for the giving of notices. Notwithstanding anything to the contrary contained herein, in the case of any notice given pursuant to Article XI or in any manner alleging or pertaining to a breach of an obligation on the part of a Party hereto, the notice will not be effective unless such notice is also sent via facsimile to the other Party and to the copy addressees at the facsimile numbers provided hereinabove. Furthermore, in the case of any notice contemplated by the preceding sentence given by Operator, a copy of such notice will be sent contemporaneously with the notice to the addressees listed hereinabove, and in the manner provided hereinabove, to: [***] 18.2 Interpretation and Construction. The headings and captions of this Agreement are inserted for convenience and identification only and are in no way intended to define, limit or expand the scope and intent of this Agreement or any provision of this Agreement. Where the context so requires, the singular will include the plural. The references contained in this Agreement to "Sections" and "Articles" are to sections and articles of this Agreement unless the context clearly requires otherwise. As used herein, the term "Agreement" means this Agreement and all annexes, schedules and exhibits attached hereto. If this Agreement requires interpretation or construction, this Agreement will not be interpreted or construed more strictly against any one Party by reason of any rule of interpretation or construction under which a document is to be construed more strictly against the drafting party. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 74

18.3 Amendment and Waiver. Unless otherwise provided herein, this Agreement may be amended or terminated only by an instrument in writing duly executed by the Parties. Any waiver by any Party of any breach of or failure to comply with any provision of this Agreement by the other Party will not be construed as or constitute a continuing waiver of such provision, or a waiver of any other provision hereof. 18.4 Third Parties. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns (as permitted hereunder). It is not the intent of the Parties that there be any third party beneficiaries of this Agreement, and this Agreement is exclusively for the benefit of the Parties hereto and their respective successors and assigns (as permitted hereunder). 18.5 Entire Understanding. THIS AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER CONTAINED IN THIS AGREEMENT AND SUPERSEDES ALL PRIOR AGREEMENTS AND COLLATERAL COVENANTS, ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, BY EITHER PARTY (OR ANY OWNER, MEMBER, OFFICER, DIRECTOR, PARTNER EMPLOYEE OR REPRESENTATIVE OF EITHER PARTY) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. 18.6 Severability. If any provision or provisions of this Agreement are determined to be invalid or contrary to any existing or future law, statute or ordinance of any jurisdiction or any order, rule or regulation of a court or regulatory or other governmental authority of competent jurisdiction, such invalidity will not impair the operation of or affect those provisions in any other jurisdiction or any other provisions of this Agreement which are valid, and the invalid provisions will be construed in such manner that they will be as similar in terms to such invalid provisions as may be possible, consistent with applicable law; provided, however, that if a provision cannot be severed without substantially diminishing the economic value of this Agreement to a Party, that Party, notwithstanding anything to the contrary herein, may terminate this Agreement on 90 days' written notice to the other Party. 18.7 Further Assistance. From time to time after the date of execution, the Parties will utilize Efforts to take such further action and execute such further documents, assurances and certificates as either Party may reasonably request of the other in order to effectuate the purpose of this Agreement. Notwithstanding the foregoing, and for the avoidance of doubt, the Parties acknowledge that the FCC Rules governing the Spectrum and the leasing thereof may be modified during the Term. If any such modification occurs which results in any material provision of this Agreement being invalid, illegal, incapable of being enforced, or incapable of being performed without a materially adverse effect upon the Party responsible for such performance, the Parties will negotiate in good faith to modify this Agreement to both comply with the modified FCC Rules and to effect the original intentions of the Parties as closely as possible in an acceptable manner to the end that the relationships among the Parties with respect to the Spectrum contemplated hereby are fulfilled to the maximum extent possible. In addition, each Party agrees that it will not take any action that would adversely affect the rights granted by it to the other Party hereunder. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 75

18.8 Force Majeure. Notwithstanding anything contained in this Agreement to the contrary, neither Party will be liable to the other for failure to perform any obligation under this Agreement other than for the payment of money if prevented from doing so by reason of fires, strikes, labor unrest, embargoes, civil commotion, rationing or other orders or requirements, acts of civil or military authorities, acts of God or other contingencies beyond the reasonable control of the Party responsible for such performance, and all requirements as to notice and other performance required under this Agreement within a specified period will be automatically extended to accommodate the duration of any such contingency which interferes with such performance. This Section 18.8 will not apply to excuse Operator from any Construction Default. 18.9 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be an original for all purposes, but all of which together constitute one agreement. 18.10 Word Meanings. As used in this Agreement, the term "including" is deemed to mean "including, without limiting the generality of the foregoing." All pronouns and any variations therefor are deemed to refer to the masculine, feminine, neuter, singular or plural as the context may require. All references to "herein" means a reference to this Agreement. Unless another time requirement is specifically provided, any consent of either Party or response to a requested consent, as required hereunder will be given within 45 days from the date of any such request, provided, however, that if Operator's launch of commercial operations in a Closed Market is dependent upon obtaining Sprint's consent sooner than 45 days, Operator's request for such consent will so state and Sprint will either provide its consent or a response within 30 days of any such request. 18.11 Reliance. It is understood that Operator's ability to comply with certain obligations under this Agreement is subject to the availability of accurate information from various sources, including Sprint, Third Party Licensees and the FCC data base. Provided that Operator does not have actual knowledge of any information which conflicts with information from another source (regardless of whether provided by Sprint, a Third Party Licensee or the FCC), Operator will be entitled to rely on information that is: (a) provided by Sprint in that certain CD ROM previously delivered to Operator which contains substantially all of the copies of the Sprint Authorizations, Primary Leases and Leased Authorizations, as the same may be supplemented from time to time, (b) provided by a Third Party Licensee in writing or other documented format, or (c) contained in the FCC data base as long as such information is confirmed as accurate by referencing information provided by Sprint. Subject to the terms of this Section 18.11, Operator's obligations with respect to maintenance of the Spectrum and construction of facilities under this Agreement will be subject to such reasonable reliance by Operator. Upon the request of Operator, Sprint will provide Operator with copies of any interference consents identified in Schedule 9.2(e)(vii) or Schedule 9.2(e)(viii). 18.12 Survival of Obligations. All obligations of Operator or Sprint which by their nature involve performance, in any particular, after the end of the Term or after the end of Operator's right to use any given Spectrum, or which cannot be ascertained to have been fully performed until after the end of the Term or after the end of Operator's right to use SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 76

any given Spectrum, will survive the expiration or sooner termination of the Term or Operator's right to use that given Spectrum. 18.13 Relationship of the Parties. This Agreement does not constitute either Party as a joint venturer, partner or employee of the other Party or an agent or representative of the other Party. Neither Party has the right, power or authority, nor will it hold itself out as having the right, power or authority, to create any contract or obligation, express or implied, binding the other Party. The Parties agree that any and all contracts entered into between Operator and its customers or any other entity will be for the sole benefit of the parties thereto and will not be interpreted or construed in any manner as obligating Sprint to perform for the benefit of such customers. Sprint will not be liable to Operator's customers by virtue of leasing the Spectrum capacity under this Agreement. Except as otherwise expressly stated herein, each Party hereto is responsible for its own expenses incurred in connection with the negotiation and performance of this Agreement. 18.14 Governing Law. This Agreement is governed by and is to be construed and enforced in accordance with the Communications Act of 1934, as amended, the FCC Rules, the laws of the State of Kansas and, with respect to arbitration, the Federal Arbitration Act. 18.15 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT OF BUSINESS UNDER, OR BREACH OF, THIS AGREEMENT, EXCEPT WHEN SUCH DAMAGES OR LOSS OF PROFITS ARE CLAIMED BY OR AWARDED TO A THIRD PARTY (WHICH FOR PURPOSES OF THIS SECTION 18.15 EXCLUDES ANY SPRINT INDEMNITEE OR OPERATOR INDEMNITEE) IN A CLAIM OR ACTION AGAINST SUCH THIRD PARTY FOR WHICH A PARTY TO THIS AGREEMENT HAS A SPECIFIC OBLIGATION TO INDEMNIFY ANOTHER PARTY TO THIS AGREEMENT. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 77

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written. OPERATOR: FIXED WIRELESS HOLDINGS, LLC By: /s/ Benjamin G. Wolff --------------------------------- Benjamin G. Wolff Executive Vice President SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 78

SPRINT: * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley President SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 79

* * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 80

* * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 81

* * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 82

* * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley President * * * By: /s/ Todd A. Rowley --------------------------------- Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 83

EXHIBIT A CONSENT AND AGREEMENT This Consent and Agreement ("Consent") is entered into effective ________, 2004 by and among ___________________ ("Licensee"), ___________________ ("[Sprint Subsidiary]"), and Fixed Wireless Holdings, LLC ("Operator"). PRELIMINARY STATEMENTS Licensee and [Sprint Subsidiary] are parties to that certain [IDENTIFY ITFS/MDS LEASE] dated as of _________ ______, _____ (the "Lease") pursuant to which [Sprint Subsidiary] leases from Licensee certain excess capacity spectrum rights on the ____ channels in the ________, _______ market, call sign _______________(the "Leased Spectrum"). Licensee understands that [Sprint Subsidiary] intends to grant Operator rights to utilize the Leased Spectrum to construct and commence operation of a wireless telecommunications system. AGREEMENT 1. Licensee hereby consents to Sprint's grant of its rights to use the Leased Spectrum to Operator and any affiliates of Operator, and further agrees that, until notified otherwise by [Sprint Subsidiary], Operator will have all of the rights and benefits of [Sprint Subsidiary] under the Lease. Licensee agrees to accept performance of [Sprint Subsidiary]'s obligations under the Lease directly from Operator. Licensee furthermore consents to any future assignment of Sprint's rights under the Lease to Operator. Sprint will remain liable as a surety for performance of the Lease. 2. Operator's use of the Leased Spectrum will at all times be subject to the terms and conditions of the Lease, as the same may be amended from time to time. 3. The notice provisions set forth in the Lease are hereby deleted in the entirety and replaced with the provisions set forth on Exhibit A attached hereto. 4. Except as otherwise set forth herein, all of the terms and conditions of the Lease will remain in full force and effect. 5. Licensee certifies that, except as set forth on Exhibit B, (a) the Lease is in full force and effect on the date hereof and that [Sprint Subsidiary] and Licensee are in compliance with all material terms and conditions thereof, without any default on the part of [Sprint Subsidiary] or Licensee, (b) to the best of its knowledge, no breaches or defaults exist under the Lease on the part of [Sprint Subsidiary] which have not been fully cured within the time frames set forth in the Lease, (c) to the best of its knowledge, there are no events or circumstances that, but for the passage of time or giving of notice, would be a default under the Lease, (d) no amounts are past due from [Sprint Subsidiary] under the Lease, (e) the Lease constitutes the entire agreement between the Licensee and [Sprint Subsidiary], and (f) the license granted by the FCC for the Leased Spectrum was validly issued in accordance with procedures that comply with the rules and regulations of the SPRINT PROPRIETARY INFORMATION EXHIBIT A - Consent and Agreement A-1

FCC and other applicable laws, is issued pursuant to a final non-appealable order and is in full force and effect as of the date of this Consent. 6. The provisions of this Consent are irrevocable and will remain in full force and effect until termination of the Lease as provided by its terms. 7. This Consent may be executed in any number of counterparts, each of which will be deemed an original, but which together will constitute a single instrument. [remainder of page intentionally left blank] SPRINT PROPRIETARY INFORMATION EXHIBIT A - Consent and Agreement A-2

IN WITNESS WHEREOF, the undersigned have executed this Consent effective as of the dated first written above. LICENSEE: ________________________________________ By:_____________________________________ Name:___________________________________ Title:__________________________________ [SPRINT SUBSIDIARY]: ________________________________________ By:_____________________________________ Name:___________________________________ Title:__________________________________ [OPERATOR]: ________________________________________ By:_____________________________________ Name:___________________________________ Title:__________________________________ SPRINT PROPRIETARY INFORMATION EXHIBIT A - Consent and Agreement A-3

EXHIBIT A Notices All notices and other communications given or made pursuant to the Lease will be in writing and will be deemed received as of the first weekday (excluding Federal holidays) after being sent for next-day delivery by United States Postal Service Express Mail, return receipt requested, or by Federal Express, signature required, to the other person at the following address: If to Operator: Fixed Wireless Holdings, LLC Attn: Benjamin G. Wolff 10210 NE Points Road, Suite 210 Kirkland, WA 98033 Facsimile No. 425.828.8061 With a copy to: Davis Wright Tremaine LLP Attn: Julie Weston, Esq. 1501 Fourth Avenue Seattle, WA 98101-1688 Facsimile No. 206.628.7698 If to Licensee: __________________ __________________ __________________ With a copy to: __________________ __________________ __________________ If to Sprint: Sprint [***] SPRINT PROPRIETARY INFORMATION EXHIBIT A - Consent and Agreement A-4

With copy to: Sprint [***] A party may change the address at which notices are to be given to it by giving notice of such change to the other party in the manner hereinabove provided for the giving of notices. Notwithstanding anything to the contrary contained herein, in the case of any notice given which alleges or pertains to a breach of an obligation on the part of a party hereto, the notice will not be effective unless such notice is also sent via facsimile to the other party and to the copy addressees at the facsimile numbers provided hereinabove. Furthermore, in the case of any notice contemplated by the preceding sentence given by Operator or Licensee to Sprint, a copy of such notice will be sent contemporaneously with the notice to the addressees listed hereinabove, and in the manner provided hereinabove, to: [***] SPRINT PROPRIETARY INFORMATION EXHIBIT A - Consent and Agreement A-5

EXHIBIT B Estoppel Matters List any matters which are responsive to Section 5: SPRINT PROPRIETARY INFORMATION EXHIBIT A - Consent and Agreement A-6

EXHIBIT B COMPUTATION OF MHZ HOUSEHOLDS The table below represents, by Market, the cumulative MHz Households for all Proposed Spectrum as of the Effective Date and includes the MHz Households for all incumbent GSAs for such Proposed Spectrum with a centroid located in a Market. The MHz Household count provided below also includes the MHz Households for all channels licensed to the BTA authorization in the Markets where Sprint is the holder of the BTA authorization. For any individual GSA for spectrum (whether or not Proposed Spectrum), the number of MHz Households will be determined in accordance with the terms set forth in this Exhibit B and will equal the MHz for the applicable spectrum multiplied by the Households for the applicable spectrum; provided, however that for the purposes of this Agreement the MHz Households for any Spectrum included as Proposed Spectrum (as of the Effective Date) will equal the MHz Households for such GSA as of the Effective Date. The MHz for the applicable spectrum means the total amount of spectrum, measured in megahertz, which is authorized by the FCC from time to time pursuant to the licenses for such spectrum. The number of Households for any GSA which is not included in the computation of the MHz Households set forth in the table below, will be determined using the CelSpectrum application. If the CelSpectrum application is no longer available, the determination of MHz Households will be determined using the methods and procedures employed by the CelSpectrum application, or if not available, the most similar application available. The CelSpectrum application stores the FCC ULS database information to determine the GSA license center. Changes to the database from the previous month are determined and applied to the GSA drawing repository also contained on the server housing the CelSpectrum application at CelPlan Technologies in Reston, VA. The application looks at the PSA centroid coordinates and draws the 35mi PSA boundary and then intersects that with all other PSAs of the same channel to form GSAs (Geographical Service Areas). These GSAs are specified as the midline intersection of the overlapping area between two PSAs. When multiple PSAs overlap the same area the area is divided between the GSAs by extending the midlines to ensure no gaps or overlaps in the territory that could be claimed by any party. The algorithms used to draw these lines incorporate the Great Earth Curvature as the line if actually drawn straight would allow gaps and overlaps. This procedure allows for the fact that the shortest distance between two points at the edges of the intersection is a slight curve. The GSAs are drawn on a per channel basis. Monthly the entire nation's GSAs are pre-computed and stored for quick reference and map retrieval. The CelSpectrum application also contains two household database numbers. One internally to CelPlan based on Census data and one embedded that is supplied as an update from data supplied by SRC. This database is updated yearly with a projection of the actual household count based on research conducted by SRC and loaded into very small bins that the application uses the SPRINT PROPRIETARY INFORMATION EXHIBIT B - Computation of MHz Households B-1

resulting GSAs to overlay against. The SRC database is the corporate standard demographic analysis tool used by many top companies. As of the Effective Date, the MHz Households for the following GSAs are as follows: * * * SPRINT PROPRIETARY INFORMATION EXHIBIT B - Computation of MHz Households B-2

EXHIBIT C TRANSMISSION FACILITIES OPERATION AND MAINTENANCE AGREEMENT This Transmission Facilities Operation and Management Agreement (the "AGREEMENT") is made effective as of October___, 2004 (the "EFFECTIVE DATE"), and is executed by and between the undersigned wholly owned subsidiaries of Sprint Corporation (each, a "SPRINT SUBSIDIARY" and collectively "SPRINT"), and FIXED WIRELESS HOLDINGS, LLC, a Delaware limited liability company ("OPERATOR"). PRELIMINARY STATEMENTS Each Sprint Subsidiary is a party to one or more spectrum lease agreements (each, a "PRIMARY LEASE") with various third parties (each, a "THIRD PARTY LICENSEE") pursuant to which such Sprint Subsidiary agreed, among other things, to operate the Third Party Licensee's channels. During the term of this Agreement, Sprint desires for Operator to operate certain of the channels which are subject to the Primary Leases as requested in writing from time to time by Sprint. Sprint and Operator desire to enter into this Agreement to memorialize their agreement with respect to Operator's operation of the certain channels subject to the Primary Leases on behalf of Sprint using the Transmission Equipment (as defined below). AGREEMENT In consideration of the foregoing and of the mutual promises and covenants herein contained, Sprint and Operator hereby agree as follows: 1. Term. The term of this Agreement will commence on the Effective Date and extend through the earlier of (i) the termination of the Market Operation, Spectrum Lease and Sublicense Agreement dated October ____, 2004 by and between Operator and certain wholly owned subsidiaries of Sprint Corporation ("Region 1 Agreement") or (ii) 10th anniversary thereof. A party may terminate this Agreement upon 30 days written notice to the other party if the other party is in default and fails within such 30 day period to cure such default. A party will be deemed to be in default under this Agreement if it fails to comply with any material obligation, term or covenant under this Agreement. Termination of this Agreement will not affect or diminish the rights or claims or remedies available to the non-defaulting party arising by reason of any default. 2. Channels. This Agreement will apply to the operation of those certain channels subject to a Primary Lease which Sprint may from time to time identify to Operator in a written notice (each, an "OPERATION NOTICE"). Each Operation Notice will include a statement that the services to be provided by Operator are permitted under the Primary Lease, and that Sprint has secured all rights of access and permissions needed by Operator to perform its obligations hereunder. Effective no later than thirty (30) days following delivery of an Operation Notice (each, an "OPERATION SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-1

COMMENCEMENT DATE"), any channels designated therein will be considered as "Channels" for purposes of this Agreement. From tune to time during the term of this Agreement, Sprint may elect to terminate this Agreement with respect to specific Channels by providing written notice (each, a "TERMINATION NOTICE") identifying such Channels. Effective as of the tenth (10th) day following the Termination Notice (the "OPERATION TERMINATION DATE"), such Channels will no longer be considered Channels for purposes of this Agreement. 3. Fees. No later than the 10th day of each calendar month during the term, Sprint will pay Operator an "Operation and Maintenance Fee" pursuant to the terms set forth on Schedule 3. For any partial calendar month during the term of this Agreement, Sprint will pay Operator a pro-rata share of the amount stated above. Such pro-rata fee will be due and payable within 10 days of the expiration of such partial calendar month. Except as set forth in the Region 1 Agreement dated as of the date hereof between Sprint and Operator, Sprint will be responsible for the payment of all fees, royalties, expenses and other costs arising under the Primary Leases and shall indemnify and hold Operator harmless from the payment of any such amounts. In addition, Sprint will reimburse Operator for any out-of-pocket costs or expenses incurred by Operator in the performance of the services as set forth under this Agreement, provided, that to the extent any such costs and expenses exceed [***] for any calendar month, Sprint has approved such costs and expenses. Notwithstanding anything to the contrary set forth herein, Operator will not be obligated to perform any services hereunder if Sprint has not agreed to reimburse Operator for the costs and expenses related to such services which are otherwise reimbursable pursuant to this Agreement; provided that Sprint has not suggested or provided a lower cost alternative for the provision of such services. Any amount not paid hereunder when due will bear interest at the rate of [***] per annum from the date due until such amount, along with all accrued interest thereon, is paid in full. 4. Utilities. During the term of this Agreement, Operator will provide the utilities necessary for the transmission over the Channels as required pursuant to the terms of this Agreement. 5. Equipment. Each Operation Notice will include a detailed description of all equipment which is then currently used in connection with the transmission of the Channels identified in such Operation Notice, and following the Operation Commencement Date such equipment will be considered as "Transmission Equipment" for purposes of this Agreement. From and after the Operation Termination Date for any Channels, the Transmission Equipment being used in connection with such Channels will no longer be considered Transmission Equipment for purposes of this Agreement. 6. Operation of the Channel(s). During the term of this Agreement and subject to the terms set forth herein, Operator will operate the Channels on behalf of the applicable Sprint Subsidiary, using the Transmission Equipment and, to the extent necessary and proper, other equipment owned by Operator and others, in accordance with Sprint's instructions to satisfy the terms of the Primary Lease governing such Channels and in accordance with any other written instructions of Sprint. Sprint will provide operational instructions to Operator with respect to the operations of the channels and SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-2

compliance with the Primary Lease. Subject to reimbursement by Sprint of Operator's costs in connection with such access rights, the applicable Third Party Licensee and Sprint will have access to the transmission facilities used in the transmission of any applicable Third Party Licensee's Channels no later than the earlier of (a) any time period for such access as specified in such applicable Primary Lease, (b) any time period required under the FCC Rules or by the FCC, or (c) 72 hours following written notice to Operator. Notwithstanding anything to the contrary contained herein, Sprint may, in its sole discretion, elect to perform any obligations under any Primary Lease, including without limitation, any construction obligations thereunder, without reduction of the fees payable to Operator in accordance with this Agreement. 7. Programming and Delivery of Content. Throughout the term of this Agreement, Operator will, pursuant to Sprint's instructions, provide the minimum amount of programming for transmission using the Channels as required under each applicable Primary Lease; provided, however that the content of such programming shall be provided by Sprint or by the Third Party Licensee to Operator in a timely manner. To the extent any equipment and facilities utilized as of the Effective Date to deliver content for transmission over any Third Party Licensee's Channels is controlled by Operator pursuant to the terms of the Region 1 Agreement, Operator will provide Sprint and any Third Party Licensee access to such equipment and facilities as necessary to satisfy their respective obligations to provide programming content as set forth in this Section 7. 8. Maintenance. Operator will provide routine maintenance as needed, and pursuant to any written instructions from Sprint, to the Transmission Equipment. Should any of the Transmission Equipment require repair other than routine maintenance or replacement, as determined in Operator's reasonable discretion or pursuant to written instructions from Sprint, Sprint will reimburse Operator for the cost of such repairs, replacement, and any parts, equipment and expenses incurred by Operator with regard to such repair or replacement. Upon installation, any replacement equipment will become Transmission Equipment. Upon payment to Operator, any such replacement equipment will become the property of Sprint. Furthermore, Sprint will reimburse Operator for such expenses incurred by Operator in making any upgrades, modifications, or improvements in connection with the operation of the Channels as agreed to by the parties. Sprint will reimburse Operator for any such costs and expenses no later than 30 days following Operator's delivery of an invoice for such expenses. 9. Regulatory Compliance. Each of the parties hereto will take all reasonable steps to comply with the Communications Act of 1934, as amended, and the rules and regulations of the FCC. Notwithstanding anything to the contrary contained herein, the Third Party Licensee will at all times retain such responsibility for the operation and control of the facilities licensed to it as is required by the FCC's rules and policies. 10. Insurance. At its expense, Operator will secure and maintain with financially reputable insurers "All Risk" property insurance covering the Transmission Equipment for its replacement value. A certificate of insurance will be delivered to SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-3

Sprint within 30 days of the Effective Date evidencing that the above coverage is in effect and will not be canceled or materially altered without first giving Sprint 30 days' prior written notice. Renewal certificates will be delivered prior to the expiration of the term thereof. Sprint will be named as an additional insured on the above referenced policy of insurance. 11. Indemnification. Sprint will indemnify, defend (with legal counsel reasonably acceptable to Operator) and hold Operator and its respective affiliates, managers, officers, directors, employees, agents, attorneys, representatives, successors and assigns (the "Operator Indemnitees") harmless from and against any and all liabilities, claims, judgments, orders, governmental directives, direct damages and losses, fines, penalties, expenses (including without limitation reasonable consultants', experts' and attorneys' fees), and costs which arise from the operation of the Channels pursuant to Sprint's instruction as set forth in this Agreement, programming provided by Sprint or the Third Party Licensee, and the acts, omissions, negligence or willful misconduct of Sprint, its officers, employees or agents in connection with Sprint's operation of the Channels. 12. Notice. All notices and other communications given or made pursuant to this Agreement will be in writing and will be deemed received as of the first weekday (excluding Federal holidays) after being sent for next-day delivery by United States Postal Service Express Mail, return receipt requested, or by Federal Express, signature required, to the other party at the following address: If to Operator: Fixed Wireless Holdings, LLC Attn: Benjamin G. Wolff 10210 NE Points Road, Suite 210 Kirkland, WA 98033 Facsimile No. 425.828.8061 With a copy to: Davis Wright Tremaine LLP Attn: Julie Weston, Esq. 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101-1688 Facsimile No. 206.628.7699 SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-4

If to Sprint: Sprint [***] With copy to: Sprint Sprint [***] A party may change the address at which notices are to be given to it by giving notice of such change to the other party in the manner hereinabove provided for the giving of notices. Notwithstanding anything to the contrary contained herein, in the case of any notice which in any manner alleges or pertains to a breach of an obligation on the part of a party hereto, the notice will not be effective unless such notice is also sent via facsimile to the other party and to the copy addressees at the facsimile numbers provided hereinabove. Furthermore, in the case of any notice contemplated by the preceding sentence given by Operator, a copy of such notice will be sent contemporaneously with the notice to the addressees listed hereinabove, and in the manner provided hereinabove, to: [***] 13. Assignment. This Agreement may not be assigned by Operator in whole or in part, without the prior written consent of Sprint which may be withheld by Sprint in its sole discretion; provided, however that this agreement may be assigned without Sprint's consent in connection with the permitted assignment of the Region 1 Agreement. Sprint has the absolute right to assign or otherwise transfer its rights and obligations under this Agreement, provided, however, that any such assignment shall not relieve Sprint of its obligations under this Agreement. 14. Not A Lease. This Agreement and Operator's rights hereunder will not be construed as a sublease, assignment, transfer or the granting of any rights to use the Channels by Operator and Operator will have no right to utilize the Channels for the transmission of content of Operator's choosing, other than as required pursuant to paragraph 7. It is expressly agreed that this Agreement is a contract for services. SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-5

15. Force Majeure. If by reason of act of God, acts of public enemies, orders of any branch of the government of the United States of America, any state or any political subdivision thereof which are not the result of a breach of or default under this Agreement, orders of any military authority, insurrections, riots, epidemics, fires, civil disturbances, explosions, or any other similar cause or event not reasonably within the control of Operator, Operator is unable in whole or in part to perform its obligations hereunder, Operator will not be deemed in violation or default of this Agreement during the period of such inability. 16. No Waivers. The failure on the part of either party to exercise, or any delay in exercising, any right or remedy hereunder will not operate as a waiver of such right or remedy. Any single or partial exercise by either party of any right or remedy hereunder will not preclude the exercise of any other right or remedy or the further exercise of such right or remedy. 17. Relationship. The performance by each party of its duties and obligations under this Agreement will be that of an independent contractor and nothing herein will create or imply an agency relationship between the parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. 18. Governing Law. This Agreement will be governed by and construed in accordance with the Communications Act of 1934, as amended, the FCC's rules and policies, and the laws of the State of Kansas, without giving effect to the conflicts of laws principles thereof. 19. Entire Understanding. Except for the Region 1 Agreement and the other agreements referenced therein, this Agreement represents the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous writings, correspondence and memoranda with respect thereto. 20. Amendments. This Agreement may be modified or amended only by a written amendment executed by all parties. 21. Severability. If any provision of this Agreement is determined by any court, the FCC or any other governmental authority to be invalid, illegal or incapable of being enforced, all other provisions will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. 22. Interpretation and Construction. The headings contained in this Agreement are for convenience of reference only and do not affect in any way the meaning or interpretations of this Agreement. If this Agreement requires interpretation or construction, this Agreement will not be interpreted or construed more strictly against any one party by reason of any rule of interpretation or construction under which a document is to be construed more strictly against the drafting party. As used in this Agreement, the term "including" is deemed to mean "including, without limiting the generality of the foregoing." SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-6

23. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument [Remainder of page intentionally left blank; signature page(s) follow] SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. OPERATOR: FIXED WIRELESS HOLDINGS, LLC By:__________________________________________ Benjamin G. Wolff Executive Vice President SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-8

SPRINT: * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-9

* * * By:__________________________________________ Todd A. Rowley President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-10

* * * BY:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-11

* * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley President SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-12

* * * By:__________________________________________ Todd A. Rowley Vice President * * * By:__________________________________________ Todd A. Rowley President * * * By:__________________________________________ Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement C-13

SCHEDULE 3 Fees [ATTACHED] SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement

EXHIBIT D [Date] [Address] Re: [Identify Lease Agreement] dated _________, ______ between _________ and _________________ ("Primary Lease"); Market Operation and Sublicense Agreement dated ___________, 2004 among various subsidiaries of Sprint Corporation and Fixed Wireless Holdings, LLC, a wholly owned subsidiary of Clearwire Corporation. Dear [Name]: We are pleased to announce that various subsidiaries of Sprint Corporation (collectively, "Sprint") have entered into the above referenced Market Operation and Sublicense Agreement ("Market Operation Agreement") with Fixed Wireless Holdings, a wholly owned subsidiary of Clearwire Corporation ("Clearwire"). While Sprint will remain actively involved in developing technology and infrastructure for delivery of advanced "4G" mobile and portable broadband wireless services, Sprint has entered into this Agreement in an effort to hasten the deployment of commercially available broadband and wireless services in certain small and midsize markets by leasing and subleasing Sprint's MMDS and ITFS spectrum to Clearwire. Sprint selected Clearwire to develop and operate the market because of Clearwire's commitment to delivering broadband wireless services in markets throughout the United States including the licensed area covered by your spectrum. Clearwire currently offers self-installed broadband Internet access with download speeds of up to 1.5 Mbps. Clearwire provides it service over MMDS and ITFS spectrum, and has acquired such spectrum in numerous markets throughout the United States. Clearwire is currently providing its services to customers in Jacksonville, Florida, and intends to launch its services in several additional markets by the end of 2004 and throughout 2005. Clearwire's management is a team of telecommunications industry professionals led by Craig McCaw, who serves as Clearwire's Chief Executive Officer. Mr. McCaw has been an active entrepreneur and investor in the communications industry for over 35 years. Pursuant to the Market Operation Agreement, Sprint has granted to Clearwire the right to use your channels in the deployment of a wireless service. In return, following a transition period, Clearwire will step into Sprint's shoes and perform all obligations previously performed by Sprint under the Primary Lease. Therefore, upon completion of the transition period, Clearwire will, to the extent required under the Primary Lease: 1. operate and maintain all equipment used in connection with the operation of your channels; SPRINT PROPRIETARY INFORMATION EXHIBIT D - Form of Notice D-1

2. maintain, repair and replace your ITFS receive site facilities(1/); 3. fulfill any obligations under the Primary Lease to provide programming content for your use in satisfaction of the FCC's minimum educational use requirements(2/); 4. directly pay to you all payments and reimbursements due under the Primary Lease. [Determination of the revenue sharing component of your compensation under the Primary Lease will be based upon the revenues collected by Clearwire from its customers](3/); and 5. be responsible to ameliorate any materially adverse effect to your programming(4/). Furthermore, effective as of ______________, Sprint has granted Clearwire the right to enforce the Primary Lease, including the right to modify the facilities used in connection with your channels and request interference consents as permitted under the Primary Lease. Therefore, unless notified otherwise by Sprint, you should comply with all of Clearwire's instructions to the extent consistent with the Primary Lease. Please note that Clearwire has agreed to comply with all terms of the Primary Lease, including restrictions on content, in connection with its use of your channels. As Clearwire will have certain rights under and will perform all obligations under the Primary Lease, all future notices under the Primary Lease from you must be provided to Clearwire with a copy to Sprint. Exhibit A to this letter provides the correct notice address for your use in the future. This letter serves as Sprint's notice to you of the transfer of certain rights held by Sprint pursuant to the Primary Lease. We look forward to your cooperation in the transition of the operation of your channels to Clearwire. If you have any questions regarding the Market Operation Agreement and the continued lease of your channels by Sprint, please do not hesitate to contact [INSERT LRD]. ---------- (1/) Only applicable to ITFS leases. (2/) Only applicable to ITFS leases. (3/) Only applicable if Primary Lease has revenue share component. (4/) Only applicable to ITFS leases. SPRINT PROPRIETARY INFORMATION EXHIBIT D - Form of Notice D-2

EXHIBIT E TRANSITION SERVICES AGREEMENT THIS AGREEMENT (this "AGREEMENT") is entered into as of the ___ day of _, 2004 by and among each of the undersigned wholly owned subsidiaries of Sprint Corporation (collectively, "SPRINT"), and Fixed Wireless Holdings, LLC, a Delaware limited liability company ("OPERATOR"). PRELIMINARY STATEMENTS Pursuant to that certain Market Operation, Spectrum Lease and Sublicense Agreement dated as of the date hereof among Sprint and Operator (the "MARKET OPERATION AGREEMENT"), Sprint granted to Operator the right to use the Spectrum, Sprint Equipment and Towers (as defined in the Market Operation Agreement). In order to facilitate the transition of the operation of the Spectrum from Sprint to Operator, including performance of functions traditionally associated with the maintenance of the Leased Spectrum (as defined in the Market Operation Agreement), the parties desire to enter into this Agreement. AGREEMENT In consideration of the agreements set forth herein and the agreements between Sprint and Operator in the Market Operation Agreement, Sprint and Operator hereby agree as follows: ARTICLE 1 DEFINITIONS Capitalized terms not otherwise defined herein will have the meanings assigned to such terms in the Market Operation Agreement. ARTICLE 2 PLANNING AND SERVICES 2.1 Transition Meetings. No later than 60 days following the date hereof, operations management representatives of Operator will meet with Sprint's spectrum management, lease portfolio management, and network operations representatives at Sprint's corporate headquarters in Overland Park, Kansas. At such meeting Operator will present to Sprint Operator's transition plan setting forth with detail, including project completion dates, the steps necessary to transition operation and management of the Spectrum, Sprint Equipment, Primary Leases and Towers from Sprint to Operator. Sprint and Operator will mutually revise such plan as the parties deem necessary and appropriate. No later than 90 days following the Effective Date, operations management representatives of Sprint and Operator will meet at Operator's Kirkland, Washington corporate headquarters. At such meeting, Operator will explain to Sprint and/or demonstrate the controls and procedures which it will use in management of the Spectrum, Primary Leases, Sprint SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement E-1

Equipment and Towers. Sprint will have the right to be present and observe Operator's initial payments to Third Party Licensees following the Initial Closing Date. 2.2 Transition Services. During each Market Term (as defined in Article 5) with respect to such applicable Closed Market, Sprint will provide to Operator those services described in Exhibit A to this Agreement (collectively, the "SERVICES") in accordance with the terms set forth herein. 2.3 Additional Services. Operator may request that services other than those set forth on Exhibit A (the "ADDITIONAL SERVICES") be provided by Sprint. Sprint agrees to provide Additional Services which are necessary to maintain the Primary Leases, Leased Spectrum and Sprint Authorizations, as reasonably requested by Operator during the Term. ARTICLE 3 FEES FOR SERVICES 3.1 Fees for Services. (a) Reimbursement for Expenses. In addition to the fees set forth in Sections 3.1(b) and 3.1(c), Operator will reimburse Sprint for purchases of supplies, travel and other items necessary for performance of the Services and Additional Services and all other reasonable costs and expenses, including engineering and legal services, incurred by Sprint in connection with the performance of the Services and Additional Services; provided that such costs and expenses have not been otherwise reimbursed or paid under the Market Operation Agreement or otherwise and, to the extent any such costs and expenses exceed [***] for any calendar month, Clearwire has approved such costs and expenses. Notwithstanding anything to the contrary set forth herein, Sprint will not be obligated to perform any Services or Additional Services if Operator has not agreed to reimburse Sprint for the costs and expenses related to such Services or Additional Services which otherwise are reimbursable pursuant to this Agreement; provided that Operator has not suggested or provided a lower cost alternative for the provision of such Services or Additional Services. (b) Additional Services. Operator will pay Sprint for the Additional Services requested by Operator pursuant to Section 2.3 according to the rates and terms set forth in Exhibit B. (c) Services Provided After Expiration of any Market Term. If, for any reason, Sprint provides Services to Operator attributable to a Closed Market following expiration of the applicable Market Term, in addition to reimbursement of costs and expenses set forth in Section 3.l(a). Operator will pay Sprint according to the rates and terms as set forth on Exhibit B attached hereto. Notwithstanding anything to the contrary contained herein, in no event shall this Section be construed as a waiver of any event of default or breach by Operator of the terms of the Market Operation Agreement, it being understood and agreed that Sprint rights pursuant to this Section 3.1(c) are independent and in addition to any other rights Sprint has under the Market Operation Agreement. 3.2 Payment of Fees and Reimbursements. Sprint will deliver to Operator, on a monthly basis, an invoice reflecting the total amount of the fees for Additional Services and, as SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement E-2

applicable, Services provided by it during the prior month, along with costs and expenses and copies of invoices to support reimbursement requests. For avoidance of doubt, this Section 3.2 governs Operator's obligations to reimburse Sprint for any costs and expenses which Operator has assumed pursuant to the Market Operation Agreement to the extent such amounts are paid by Sprint on behalf of Operator hereunder. Operator will pay the fees and charges reflected on such invoices by wire transfer in immediately available funds no later than 10 days after receipt of any invoice. Any amount not paid hereunder when due will bear interest at the rate of 13.5% per annum from the date due until such amount, along with all accrued interest thereon, is paid in full. 3.3 Examination Right. Operator will be entitled to have its authorized representative or independent accountants examine Sprint's records pertaining to the respective fees and charges referenced in this Article 3. No later than 20 days following written notice from Operator, not to be given more than twice during the Term, Sprint will make such records available to Operator by furnishing access to such information at Sprint's offices or, upon the election of Sprint, by delivering copies of such records to Operator. ARTICLE 4 STANDARD OF CARE Sprint agrees to perform the Services with the same level of due care with which such Services were performed prior to execution of the Market Operation Agreement. At a minimum, Sprint will perform the Services in a competent and workman-like manner using its commercially reasonable efforts and in a manner which is consistent with the manner in which such Services were performed immediately prior to execution of the Market Operation Agreement. ARTICLE 5 TERM; TERMINATION With respect to any Closed Market, the term of this Agreement will commence on the Initial Closing Date or applicable Market Closing Date for such Closed Market and will continue for a period of 90 days thereafter unless otherwise agreed to in writing by the parties (each, a "MARKET TERM"). This Agreement will expire on the earlier to occur of (a) the date on which the last Market Term expires, or (b) 24 months following the Effective Date (such period this Agreement is in effect, the "TERM"). Operator may terminate all of the Services of a particular type which it is then receiving for all Closed Markets by providing notice to Sprint specifying the effective date of such termination, no later than 10 days prior to the effective date of such termination. ARTICLE 6 MISCELLANEOUS PROVISIONS 6.1 Force Majeure. If by reason of act of God, acts of public enemies, orders of any branch of the government of the United States of America, any state or any political subdivision thereof which are not the result of a breach of or default under this Agreement, orders of any military authority, insurrections, riots, epidemics, fires, civil disturbances, explosions, or any other similar cause or event not reasonably within the control of Sprint, Sprint is unable in whole or in part to SPRINT PROPRIETARY INFORMATION EXHIBIT E- Transition Services Agreement E-3

perform its obligations hereunder, Sprint will not be deemed in violation or default of this Agreement during the period of such inability. 6.2 No Waivers. The failure on the part of either party to exercise, or any delay in exercising, any right or remedy hereunder will not operate as a waiver of such right or remedy. Any single or partial exercise by either party of any right or remedy hereunder will not preclude the exercise of any other right or remedy or the further exercise of such right or remedy. 6.3 Notices. All notices and other communications given or made pursuant to this Agreement will be in writing and will be deemed received as of the first weekday (excluding Federal holidays) after being sent for next-day delivery by United States Postal Service Express Mail, return receipt requested, or by Federal Express, signature required, to the other party at the following address: If to Operator: Fixed Wireless Holdings, LLC Attn: Benjamin G. Wolff 10210 NE Points Road, Suite 210 Kirkland, WA 98033 Facsimile No. 425.828.8061 With a copy to: Davis Wright Tremaine LLP Attn: Julie Weston, Esq. 1501 Fourth Avenue Seattle, WA 98101-1688 Facsimile No. 206.628.7698 If to Sprint: Sprint [***] With copy to: Sprint [***] A party may change the address at which notices are to be given to it by giving notice of such change to the other party in the manner hereinabove provided for the giving of notices. Notwithstanding SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement E-4

anything to the contrary contained herein, in the case of any notice which in any manner alleges or pertains to a breach of an obligation on the part of a party hereto, the notice will not be effective unless such notice is also sent via facsimile to the other party and to the copy addressees at the facsimile numbers provided hereinabove. Furthermore, in the case of any notice contemplated by the preceding sentence given by Operator, a copy of such notice will be sent contemporaneously with the notice to the addressees listed hereinabove, and in the manner provided hereinabove, to: [***] 6.4 Relationship. The performance by each party of its duties and obligations under this Agreement will be that of an independent contractor and nothing herein will create or imply an agency relationship between the parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. 6.5 Governing Law. This Agreement will be governed by and construed in accordance with the Communications Act of 1934, as amended, the FCC's rules and policies, and the laws of the State of Kansas, without giving effect to the conflicts of laws principles thereof. 6.6 Covenant of Further Assurances. The parties covenant and agree that, subsequent to the execution and delivery of this Agreement and without any additional consideration, each of the parties will execute and deliver, or cause appropriate affiliates to execute and deliver, any further legal instruments and will perform any acts which are or may become reasonably necessary to effect the purposes of this Agreement. 6.7 Assignment. Neither party may assign any of its rights under this Agreement without the prior written consent of the other parties which such consent will not be unreasonably conditioned, withheld, or delayed, except that either party may assign any of its rights under this Agreement to (i) any parent company or subsidiary of the assigning party, or to any entity under common ownership with the assigning party, provided that such assignee, or assignees, have the resources and ability to perform the obligations of the assigning party under this Agreement, (ii) any entity which acquires the assigning party's interests under the Market Operation Agreement, or (iii) any entity which acquires the assigning party or substantially all of the assets of the assigning party, provided, however, that any such assignment shall not relieve the assigning party of its obligations under this Agreement. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than Sprint and Operator any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement, and their respective permitted successors and assigns. 6.8 Entire Understanding. Except for the Market Operation Agreement and other agreements referenced therein, this Agreement represents the entire understanding of the parties with SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement E-5

respect to the subject matter hereof and supersedes all prior or contemporaneous writings, correspondence and memoranda with respect thereto. 6.9 Interpretation and Construction. The headings contained in this Agreement are for convenience of reference only and do not affect in any way the meaning or interpretations of this Agreement. If this Agreement requires interpretation or construction, this Agreement will not be interpreted or construed more strictly against any one party by reason of any rule of interpretation or construction under which a document is to be construed more strictly against the drafting party. As used in this Agreement, the term "including" is deemed to mean "including, without limiting the generality of the foregoing." 6.10 Amendments. This Agreement may be modified or amended only by a written amendment executed by all parties. 6.11 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers effective as of the day and year first above written. OPERATOR: FIXED WIRELESS HOLDINGS, LLC By: _____________________________ Benjamin G. Wolff Executive Vice President SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement E-6

* * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement E-7

* * * By: _____________________________ Todd A. Rowley President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement E-8

* * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement E-9

* * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley President SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement E-10

* * * By: _____________________________ Todd A. Rowley Vice President * * * By: _____________________________ Todd A. Rowley President * * * By: _____________________________ Todd A. Rowley Vice President SPRINT PROPRIETARY INFORMATION EXHIBIT E- Transition Services Agreement E-l1

EXHIBIT A TRANSITION SERVICES Subject to Operator's reimbursement and payment obligations set forth in Sections 3.1 and 3.2, Sprint will perform the following Services: 1. Maintenance of Sprint Equipment. Sprint will maintain all Sprint Equipment and other equipment used in connection with the operation of the Spectrum in a given Closed Market as of the applicable Initial Closing Date or Market Closing Date to the extent necessary to operate the Spectrum in the subject Closed Market. Furthermore, Sprint will repair or replace any non-operational Sprint Equipment to the extent necessary to operate the Spectrum in the subject Closed Market. 2. Primary Lease Maintenance. a. Payment Services. Sprint will pay each Licensee any and all amounts due and owed under the applicable Primary Leases. b. Receive Site Equipment Services. Sprint will maintain, and to the extent necessary, repair and replace, all ITFS receive site equipment where required pursuant to applicable Primary Leases. c. Enforcement Services. Sprint will monitor and demand compliance by the Third Party Licensees with all material terms of the Primary Leases. 3. Programming/Operation Services. a. ITFS Channels. Sprint will continue to provide the video programming utilized by Licensees in compliance with the Primary Leases. b. MDS Channels. Sprint will continue to provide programming over the MDS Channels as Sprint provides as of the Initial Closing Date, or applicable Market Closing Date. 4. Regulatory Compliance Services. Sprint will file all reports and other materials required by the FCC with respect to the Sprint Spectrum. Furthermore, Sprint will assist each Licensee with the filing of all reports and other materials required by the FCC with respect to the Leased Spectrum. 5. Other Payment Services. During the applicable Market Term with respect to any given Closed Market, Sprint will pay on behalf of Operator (subject to reimbursement) monthly tower rent, utility fees and charges, taxes and licensing fees, and such other payment obligations to third parties assumed by Operator pursuant to the terms of the Market Operation Agreement. SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement E-12

EXHIBIT B FEES Operator will pay Sprint for the Services and Additional Services at the hourly rates set forth below for each hour of time that any Sprint employee or contractor spends in delivering the Services or Additional Services. [***] <TABLE> <CAPTION> Hourly Rate for Additional Period Services Hourly Rate for Services --------------------------------------- ---------------------------- ------------------------ <S> <C> <C> 1st through 60th days of Market Term [***] N/A 61st through 90th days of Market Term [***] N/A Following the Market Term [***] [***] </TABLE> SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement E-13

EXHIBIT F GUARANTY AND COVENANT AGREEMENT This Guaranty and Covenant Agreement ("Guaranty") is executed and delivered this_____day of__________, 2004 by Guarantor (as defined below), in favor of Sprint (as defined below). As used herein, the following terms will have the meanings set forth below: "Guarantor" means Clearwire Corporation, a Delaware corporation, and its successors and assigns. "Market Operation Agreement" means that certain Market Operation, Spectrum Lease and Sublicense Agreement dated as of October_____, 2004 among Operator and Sprint. "Operator" means Fixed Wireless Holdings, LLC, a Delaware limited liability company, and its successors and assigns. "Sprint" means collectively the parties to the Market Operation Agreement which are collectively referred to therein as Sprint, and each of their successors and assigns. Guarantor acknowledges that its execution and delivery of this Guaranty is a condition to Sprint's agreement to the terms of the Market Operation Agreement. Furthermore, Guarantor acknowledges that Operator is a wholly owned subsidiary of Guarantor and that Guarantor will derive substantial benefit from the Market Operation Agreement. For value received, Guarantor does hereby unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, to Sprint, the accuracy of each representation and warranty made by and the due and punctual performance, observance and discharge of each term, provision, duty, covenant and agreement of Operator contained in, and the due and punctual payment (when and as the same may become due and payable) of each amount which the Operator is or may become obligated to pay under or pursuant to, the Market Operation Agreement and all other agreements executed in connection therewith (collectively referred to herein as the "Guaranteed Obligations"). The Guarantor hereby waives promptness, diligence and notice as to the obligations and covenants contained herein and acceptance of this Guaranty, and waives any other circumstance which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or that might otherwise limit the obligations of the Guarantor hereunder, including without limitation the failure of any security or the failure of any Person to perfect any security interest. The Guarantor hereby agrees that it will not be entitled to consent to, or receive any notice of, any amendment or modification of, or waiver, release, consent or extension with respect to, or assignment of any agreement giving rise to a Guaranteed Obligation that may be made or given as provided therein. Except as expressly provided below, the Guarantor will have no right to terminate this Guaranty or to be released or discharged from its obligations hereunder for any reason whatsoever, including, without limitation, any such SPRINT PROPRIETARY INFORMATION EXHIBIT F - Guaranty and Covenant Agreement F-1

amendment, or modification of, or waiver, release, consent or extension, any merger, consolidation, sale of assets or change in the ownership of any shares of capital stock of the Operator or the assignment by the Operator of its rights in any agreement giving rise to a Guaranteed Obligation or any insolvency, bankruptcy, liquidation, reorganization or cessation of existence of the Operator, unless and until all Guaranteed Obligations have been performed or discharged in full. The Guarantor agrees to pay any reasonable costs and expenses including but not limited to litigation expenses and reasonable attorneys' fees in connection with the enforcement of this Guaranty. The Guarantor agrees that this Guaranty will automatically be reinstated if and to the extent that for any reason any payment by or on behalf of the Operator is rescinded or must be otherwise restored, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. This Guaranty can be terminated (a) only with respect to obligations not yet incurred; and (b) only by actual receipt by Sprint of written notice of Guarantor's intent to terminate; plus (c) a reasonable lapse of time for Sprint to act on such notice. This Guaranty cannot be terminated with respect to any Obligations committed to or contracted for or outstanding at the time such notice is received. For purposes of clarity, Guarantor acknowledges and agrees that the contractual obligations under the Market Operation Agreement as it exists on the date of this Guaranty are obligations which have been incurred. Reference is made to Section 9.03 of that certain Amended and Restated Stockholders Agreement dated March 16, 2004 ("Stockholders Agreement") among Guarantor and the stockholders of Guarantor, pursuant to which Flux Fixed Wireless, LLC and the McCaw Entities (as defined in section 9.03 of the Stockholders Agreement) have agreed that Guarantor and its subsidiaries shall be the McCaw Entities sole entities through which Craig O. McCaw acquires any right to own or lease Multipoint Distribution Service ("MDS"), Multichannel Multipoint Distribution Service ("MMDS") or Instructional Television Fixed Service ("ITFS") spectrum in the United States for the purpose of providing wireless point-to-multipoint fixed communications services (the "Non-Competition Provisions"). Guarantor agrees that it will enforce the Non-Competition Provisions as set forth in the Stockholders Agreement with respect to the Region 1 (as defined in the Market Operation Agreement). Guarantor further agrees that it will not amend the provisions of the Non-Competition Provisions in any manner which would permit the McCaw Entities greater rights to acquire ITFS, MMDS or MDS spectrum than the McCaw Entities are currently permitted pursuant to the Non-Competition Provisions without the prior written consent of Sprint, which consent will not be unreasonably conditioned, delayed or withheld. During such time as the Non-Competition Provisions may be enforced under the Stockholders Agreement, and to the extent that Guarantor has actual knowledge of any such lease or purchase, Guarantor will provide Sprint with prompt notice if any of the McCaw Entities, other than Guarantor or its Subsidiaries, acquire or lease any ITFS, MMDS or MDS spectrum within Region 1. Guarantor agrees that it will comply with the terms and conditions set forth in Sections 5.5, 13.3 and 17.1 of the Market Operation Agreement as an Operator Affiliate (as defined in the Market Operation Agreement). Guarantor acknowledges and agrees that Sprint's remedy at law for a breach or threatened breach of any of the provisions of this paragraph would be inadequate and, in recognition of that fact, in the event of a breach or threatened breach by Guarantor of the provisions of this paragraph, it is agrees that, in addition to SPRINT PROPRIETARY INFORMATION EXHIBIT F - Guaranty and Covenant Agreement F-2

its remedy at law, Sprint shall be entitled to equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Nothing herein contained shall be construed as prohibiting Sprint from pursuing any other remedies available to it for such breach or threatened breach. The Guarantor represents and warrants to Sprint that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Guaranty; (b) This Guaranty has been duly authorized by all necessary corporate action on its part, and has been duly executed and delivered by it, and neither the execution or delivery hereof, nor the consummation of the transactions contemplated hereby, nor compliance by it with any of the terms and provisions hereof (i) requires any approval of its stockholders or approval or consent of any trustee or holder of any of its indebtedness or obligations, (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on it, or (iii) contravenes or results in any breach of or constitutes any default under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, bylaw or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; (c) Neither the execution and delivery by it of this Guaranty nor the consummation of any of the transactions on its part contemplated hereby, requires the consent, approval or authorization of, the filing or notice to, or the registration with, the recording or filing of any document with, or the taking of any other action in respect of, any governmental body, except for such of the foregoing as have been obtained, given or done; and (d) This Guaranty constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. This Guaranty is a guaranty of payment, performance and compliance and not of collection and the Guarantor waives any right to require that any action be brought against the Operator or to require that resort be made to any security. This Guaranty will be binding upon the successors and assigns of the Guarantor and will be governed, construed, applied and enforced in accordance with the laws of the State of Kansas (disregarding any conflict of laws rule which might result in the application of the laws of any other jurisdiction), including all matters of construction, validity and performance. All notices and other communications given or made pursuant to this Guaranty will be in writing after being sent for next-day delivery by United States Postal Service Express Mail, return receipt requested, or by Federal Express, signature required, to the other person at the following address: SPRINT PROPRIETARY INFORMATION EXHIBIT F - Guaranty and Covenant Agreement F-3

If to Guarantor: Clearwire Corporation 10210 NE Points Road, Suite 210 Kirkland, WA 98033 Attention: Benjamin G. Wolff Facsimile No. (425)828-8061 With a copy to: Davis Wright Tremaine, LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101 Attention: Julie Weston Facsimile No. (206)628-7699 If to Sprint: [***] With a copy to: [***] Either party may change the address at which notices are to be given to it by giving notice of such change to the other Party in the manner hereinabove provided for the giving of notices. [SIGNATURE PAGE FOLLOWS] SPRINT PROPRIETARY INFORMATION EXHIBIT F - Guaranty and Covenant Agreement F-4

This Guaranty is executed effective as of the date first above written. GUARANTOR CLEARWIRE CORPORATION, a Delaware corporation By: _______________________________ Benjamin G. Wolff Executive Vice President, Corporate Affairs SPRINT PROPRIETARY INFORMATION EXHIBIT F - Guaranty and Covenant Agreement F-5

EXHIBIT G PUT/CALL TERM SHEET Upon the determination of the identity of the Put Spectrum or Call Spectrum, as the case may be, the Parties will negotiate and execute a Purchase and Sale Agreement (the "Purchase Agreement") incorporating the concepts and business terms identified in Section 17.2 or 17.3 as applicable, along with customary provisions in similar agreements, including without limitation the following terms and conditions: 1. Representations and Warranties. Operator will make representations and warranties in substantially the form as set forth in Section 9.1 of the Agreement Sprint will make representations and warranties in substantially the form set forth in Section 9.2 of the Agreement, provided, however, that Sprint will not be required to make any representations and warranties with respect to any matters concerning the Primary Leases, Sprint Authorizations, Leased Authorizations, Sprint Spectrum or Leased Spectrum, of which Operator is in a better position to be aware of vis-a-vie Sprint as a result of its administration of the Agreement (i.e. those events or circumstances occurring during the Term). 2. Covenants Pending Closing. Through the date of any Put Closing or Call Closing, as applicable: (a) Each Party will use its Efforts to take and cause to be taken all things necessary and proper and consistent with applicable law to consummate the transaction in a reasonably timely manner; (b) Each Party will use its Efforts to obtain all necessary consents to the proposed transaction; (c) Each Party will provide the other with notice of any fact or circumstance which is reasonably likely to prevent, delay or otherwise impair the consummation of the transaction; (d) Each Party will execute and deliver such further documents and take such further actions as are reasonably necessary to consummate the transaction; (e) Each Party will continue to perform all applicable obligations under this Agreement. 3. Conditions to Closing. (a) Conditions to Closing Applicable to Both Parties. Each Party's obligations to consummate the transaction are subject to the satisfaction or waiver of the following: SPRINT PROPRIETARY INFORMATION EXHIBIT G - Put/Call Term Sheet G-1

(i) The FCC will have approved any assignment applications or assignment notices as contemplated pursuant to Section 17.2 or 17.3 as applicable, of this Agreement; (ii) There shall be no preliminary or permanent injunction or other order, decree or ruling issued by any governmental authority nor any law promulgated or enacted by any governmental authority which shall be in effect that would impose material limitations on the ability of either party to consummate the transactions. (b) Conditions of Closing Applicable to Sprint. Sprint's obligations to consummate the transactions are subject to the Operator delivering to Sprint the Purchase Price and all representations and warranties of Operator given in the Purchase Agreement being true and correct in all material respects as of the applicable closing date. (c) Conditions to Closing Applicable to Operator. Operator's obligations to consummate the transactions are subject to the satisfaction or waiver on or prior to the applicable closing date of each of the following: (i) The representations and warranties of Sprint will be true and correct in all material respects; (ii) Any covenants and/or agreements of Sprint to be performed under the Purchase Agreement at or prior to the applicable closing will have been duly performed in all material respects; (iii) Sprint will have executed and delivered to Operator an assignment of the Licensed Authorizations; assignment of the Primary Leases, and a bill of sale for any Sprint Equipment which Operator elects to purchase in a form reasonably acceptable to Operator. 4. Post Closing Covenants. Operator will perform all obligations under each Primary Lease and will indemnify and hold Sprint harmless for any breach of its obligations to do so. 5. Indemnity. The Purchase Agreement will provide for customary indemnity obligations of each Party. The representations and warranties of each Party will survive for a period of one year following the applicable closing date. Operator's obligations to indemnify Sprint for the breach of any obligation under a Primary Lease will survive indefinitely. No party will be allowed or entitled to an award of consequential damages. SPRINT PROPRIETARY INFORMATION EXHIBIT G - Put/Call Term Sheet G-2

SCHEDULE R-1 SPRINT SUBSIDIARIES [***] [*** Confidential Treatment Requested]

SCHEDULE R-2 MARKETS, PRIMARY LEASES, LICENSES AND LEASED AUTHORIZATIONS [***] [*** Confidential Treatment Requested]

SCHEDULE R-3 SPRINT AUTHORIZATIONS [***] [*** Confidential Treatment Requested]

SCHEDULE R-4 MARKETS [***] [*** Confidential Treatment Requested]

SCHEDULE 3.2 PRIMARY LEASE CONSENTS [***] [*** Confidential Treatment Requested]

SCHEDULE 3.2(B) DISPUTED PRIMARY LEASES <TABLE> <S> <C> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> [*** Confidential Treatment Requested]

SCHEDULE 4.1 SPRINT PRIMARY LEASE DUTIES I. [***] Pursuant to that certain Amended and Restated ITFS Lease Agreement dated as of October 24, 2001 (as amended, the [***] Lease Agreement"), by and among the [***] and American Telecasting, Inc., a Sprint Subsidiary, American Telecasting, Inc. leases certain ITFS spectrum rights in the [***] Market Area and the [***] Market Area (both as defined in the [***] Lease Agreement) from the [***] Licensees. Unless otherwise noted, the meaning of all capitalized terms used in this Section I of this Schedule 4.1 but not defined in this Agreement shall be as defined in the [***] Lease Agreement. Operator intends to sublease and operate the ITFS spectrum leased from the [***] Licensees in the [***] Market Area only. Therefore, through this Agreement, Operator assumes all of Sprint's obligations under the [***] Lease Agreement, except to the extent such obligations relate to the [***] Market Area. Accordingly, Sprint shall be responsible for the obligations under the [***] Lease Agreement as it relates to the [***] Market Area, including the following items pursuant to the [***] Lease Agreement: (i) payment of the Monthly Fee (as defined in the [***] Lease Agreement) but only to the extent attributable to a [***] Channel Group; (ii) maintenance of the Provided Transmission Equipment and other equipment used in the [***] Market Area; (iii) installation of Internet Access Sites in the [***] Market Area; (iv) installation and maintenance of Additional ITFS Receive Sites in the [***] Market Area; (v) transmission of NTSC formatted television signals over the Retained Capacity in the [***] Market Area; and (vi) reimbursement of the [***] Licensee's reimbursable expenses relating to the [***] Market Area. In interpreting this Agreement with respect to the sublease and market operation of the [***] Market Area, the [***] Lease Agreement will be interpreted broadly such that any provision that could relate to the [***] Market Area alone (including, but not limited to, provisions regarding FCC licenses, modifications, equipment, facilities, and maintenance) shall apply to the Operator. With respect to the STL Facilities constructed and maintained for the [***] Licensees by American Telecasting, Inc. to operate a point-to-point microwave link system described in Section 4.3 of the [***] Lease Agreement, Operator and Sprint will negotiate in good faith to enter into an agreement pursuant to which Sprint and Operator will jointly undertake the obligation to maintain the STL Facilities as required under Section 4.3 of the [***] Lease Agreement. Until such agreement is executed by the parties Sprint will continue to maintain the STL Facilities as required under Section 4.3 of the [***] Lease Agreement. It is the intent of the Parties to execute such an agreement on or prior to the date on which the [***] Market becomes a Closed Market. [*** Confidential Treatment Requested]

SCHEDULE 4.3(B) SPRINT LEASES--NON FLEX USE LICENSES AND LEASED AUTHORIZATIONS <TABLE> <S> <C> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> [*** Confidential Treatment Requested]

SCHEDULE 5.1(B) SPECTRUM MANAGEMENT FEES Operator will pay Sprint for the spectrum management services referenced in Section 5.1(b) at the rate of [***] per each hour of time that any Sprint employee spends in delivering such spectrum management services. All time will be billed in quarter hour increments. [*** Confidential Treatment Requested]

SCHEDULE 5.2(B) SPRINT MANAGEMENT FEES FOR LEASED SPECTRUM Operator will pay Sprint for the spectrum management services referenced in Section 5.2(b) at the rate of [***] per each hour of time that any Sprint employee spends in delivering such spectrum management services for leased spectrum. All time will be billed in quarter hour increments. [*** Confidential Treatment Requested]

SCHEDULE 5.5 EXISTING OPERATOR CONTROLLED SPECTRUM The following are markets/channels which Operator is licensed to operate: <TABLE> <CAPTION> Article I MARKET Article II CALL SIGN & CHANNELS ---------------- ------------------------------- <S> <C> [***] [***] </TABLE> [*** Confidential Treatment Requested]

SCHEDULE 6.3 MARKET CLOSING PAYMENTS Upon the Closing of each of the Markets set forth below, Operator will make to Sprint the corresponding Market Closing Payment: <TABLE> <S> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> [*** Confidential Treatment Requested]

<TABLE> <S> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> [*** Confidential Treatment Requested]

SCHEDULE 6.4 MONTHLY FEE BY MARKET Upon the Closing of each of the Markets set forth below, the Monthly Fee allocable to such Market will be the corresponding amounts set forth below: <TABLE> <S> <C> <C> <C> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> [*** Confidential Treatment Requested]

<TABLE> <S> <C> <C> <C> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> [*** Confidential Treatment Requested]

SCHEDULE 6.9 SPECTRUM OPPORTUNITIES [***] [*** Confidential Treatment Requested]

SCHEDULE 7.1(A) SPRINT TRANSMISSION EQUIPMENT (SEE INDIVIDUAL MARKET SHEETS)

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------------ ------------------- --------------- ---------------- ----- ------------- ------- <S> <C> <C> <C> <C> <C> <C> <C> [***]tenna (transmit) directional - omni Andrew HMD12VX N/A 1 Transmit Site active Coax 120' Andrew HJ7-50A N/A Transmit Site Coax 130" Andrew HJ7-50A N/A Transmit Site Combiner A-group combiner Microwave Filter Co 119545-A 9604018 1 Transmit Site Combiner B-group combiner Microwave Filter Co 119545-B 9512029 1 Transmit Site Combiner C-group combiner Microwave Filter Co 119545-C 9512030 1 Transmit Site Combiner D-group combiner Microwave Filter Co 119545-D 9512031 1 Transmit Site Combiner F-group combiner Microwave Filter Co 119545-F 9512032 1 Transmit Site Combiner G-group combiner Microwave Filter Co 119545-G 9512033 1 Transmit Site Combiner H-group combiner Microwave Filter Co 119545-H 9602005 1 Transmit Site Combiner mds2 Microwave Filter Co 11951-mds 9605011 1 Transmit Site [***] transmitter 20 watt EMCEE TTSOHS 144 1 [***] transmitter 20 watt EMCEE TTS20HSX 145 1 [***] transmitter 20 watt EMCEE TTOHS 146 1 [***] transmitter 20 watt EMCEE TTOHS 147 1 [***] transmitter 20 watt EMCEE TTS20HS 743 1 [***] transmitter 20 watt EMCEE TTS20HS 744 1 [***] transmitter 20 watt EMCEE TTS20HS 745 1 [***] transmitter 20 watt EMCEE TTS20HS 746 1 [***] transmitter 20 watt EMCEE TTS20HSX 126 1 [***] transmitter 20 watt EMCEE TTS20HSX 127 1 [***] transmitter 20 watt EMCEE TTS20HSX 128 1 [***] transmitter 20 watt EMCEE TTS20HSX 129 1 [***] transmitter 20 watt EMCEE TTS20HS 552 1 [***] transmitter 20 watt EMCEE TTS20HS 475 1 [***] transmitter EMCEE DIGACOM 200FB 1 [***] transmitter 20 watt EMCEE TTH20HS 553 1 [***] transmitter 20 watt EMCEE TTH20HSX 134 1 [***] transmitter 20 watt EMCEE TTS20HSX 135 1 [***] transmitter 20 watt EMCEE TTS20HSX 136 1 [***] transmitter 20 watt EMCEE TTS20HSX 137 1 [***] transmitter 20 watt EMCEE TTS20HSX 130 1 [***] transmitter 20 watt EMCEE TTS20HSX 131 1 [***] transmitter 20 watt EMCEE TTS20HSX 132 1 [***] transmitter 20 watt EMCEE TTS20HSX 126 1 [***] transmitter EMCEE DIGACOM 113 1 [***] power amp EMCEE 501 1 [***] up converter EMCEE 501 1 [***] transmitter 20 watt EMCEE TTS20EB 149EB 1 [***] transmitter 20 watt EMCEE TTS20HSX 141 1 transmitter 20 watt EMCEE TTS20HSX 142 1 transmitter 20 watt EMCEE TTS20HSX 143 1 transmitter 20 watt EMCEE TTS20HSX 1 Modulator EMCEE EMI 5160216 1 Transmit Site Modulator EMCEE EMI 7660341 1 Transmit Site Modulator EMCEE EMI 5160236 1 Transmit Site Modulator EMCEE EMI 5160246 1 Transmit Site Modulator EMCEE EMI 5160239 1 Transmit Site Modulator EMCEE EMI 7660342 1 Transmit Site Modulator EMCEE EMI 6760294 1 Transmit Site Modulator EMCEE EMI 6760293 1 Transmit Site Modulator EMCEE EMI 7660321 1 Transmit Site Modulator EMCEE EMI 5160242 1 Transmit Site Modulator EMCEE EMI 5160241 1 Transmit Site Modulator EMCEE EMI 6760260 1 Transmit Site Modulator EMCEE EMI 3460143 1 Transmit Site Modulator EMCEE EMI 8950280 1 Transmit Site Modulator EMCEE EMI 5160226 1 Transmit Site Modulator EMCEE EMI 5160225 1 Transmit Site Modulator EMCEE EMI 7660319 i Transmit Site Modulator EMCEE EMI 5160215 1 Transmit Site Modulator EMCEE EMI 5160228 1 Transmit Site Modulator EMCEE EMI 5160227 1 Transmit Site Modulator EMCEE EMI 6760270 1 Transmit Site Modulator EMCEE EMI 3460144 1 Transmit Site Modulator EMCEE EMI 6760269 1 Transmit Site Modulator EMCEE EMI 6760259 1 Transmit Site Modulator EMCEE EMI 5160235 1 Transmit Site Modulator EMCEE EMI 5160245 1 Transmit Site </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------------ ------------------- --------------- ---------------- ----- ------------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Demodulator Cadco 375 C2475 1 Transmit Site Demodulator Cadco 375 C2473 1 Transmit Site Demodulator Cadco 375 C2471 1 Transmit Site Demodulator Cadco 375 D3076 1 Transmit Site [***] receiver EMCEE RSVA2 141 1 [***] receiver EMCEE RSVA2 135 1 [***] receiver EMCEE RSVA2 1 [***] receiver EMCEE RSVA2 1 [***] receiver EMCEE RSVA2 144 1 [***] receiver EMCEE RSVA2 134 1 [***] receiver EMCEE RSVA2 136 1 [***] receiver EMCEE RSVA2 204R 1 [***] receiver EMCEE RSVA2 1654 1 [***] receiver EMCEE RSVA2 130 1 [***] receiver EMCEE RSVA2 132 1 [***] receiver EMCEE RSVA2 127 1 [***] receiver EMCEE RSVA2 164R 1 [***] receiver EMCEE RSVA2 1594 1 [***] receiver EMCEE RSVA2 133 1 [***] receiver EMCEE RSVA2 161R 1 [***] receiver EMCEE RSVA2 143 1 [***] receiver EMCEE RSVA2 166R 1 [***] receiver EMCEE RSVA2 160R 1 [***] receiver EMCEE RSVA2 1629 1 [***] receiver EMCEE RSVA2 137 1 [***] receiver EMCEE RSVA2 131 1 [***] receiver EMCEE RSVA2 128 1 [***] receiver EMCEE RSVA2 126 1 [***] Combiner RF CUSTOM Communications 18 flGHz) N/A 2 Transmit Site [***] Demodulator G.I. 5890D 1 Transmit Site [***] Demodulator AGILE CATEL D-950 1 Transmit Site [***] Modulator S.A. 6340 1 Transmit Site [***] Demodulator AGILE CATEL D-950 1 Transmit Site [***] Demodulator G.I. 1 Transmit Site [***] Modulator S.A. 6340 1 Transmit Site Demodulator G.I. 1 Transmit Site Modulator S.A. 6340 1 Transmit Site Modulator S.A. 6340 1 Transmit Site Demodulator AGILE CATEL D-950 1 Transmit Site Modulator S.A. 6340 1 Transmit Site Demodulator G.I. 1 Transmit Site Modulator S.A. 6340 1 Transmit Site Demodulator G.I. 1 Transmit Site Modulator S.A. 6340 1 Transmit Site Modulator EMCEE EMI 7660344 1 Transmit Site Dehydrator Andrew MT-3100 1 Transmit Site Rack 72" N/A. N/A N/A 7 Transmit Site Alarm System Phonetics 1104 1 Transmit Site Generator 60 KW Olympian CG070 2025111 1 Transmit Site A/C Bard WA602-AOZEPXXXS 153A960975342-02 2 Transmit Site </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- -------- ------------- ------------- ------------------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Transmit Omni Andrews HMD12HO N/A 1 N/A Headend All Hardline 470' ANDREW 1 5/8" N/A 1 N/A Headend N/A Combiner A Axcera(ITS-AD ITS-68SE N/A 1 N/A Headend [***] Combiner B Axcera(ITS-AD ITS-685E N/A 1 N/A Headend [***] Combiner F Axcera(ITS-AD ITS-685E N/A 1 N/A Headend [***] Combiner G Axcera(ITS-AD ITS-685E N/A 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831903 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831902 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831901 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831900 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831899 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 215900914 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831897 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831896 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831888 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831889 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831890 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831891 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831892 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831893 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831894 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831895 1 N/A Headend [***] Transmitter 50watts Comwave SB4x10 S3015 1 N/A Headend [***] Transmitter 50watts Comwave SB4x10 S3015 1 N/A Headend [***] Transmitter 50watts Comwave SB4x10 S3015 1 N/A Headend [***] Transmitter 50watts Comwave SB4x10 S3015 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210831886 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 215900913 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210837387 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 210837386 1 N/A Headend [***] Receiver Dish 1000 R0023531529/S000483470203 1 N/A Headend [***] Racks 72" unknow 21" wide N/A 4 N/A Headend [***] A/C 10 Wall Site Owned Unknown 3 N/A Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------ -------------------- -------------- -------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Antenna (Tra Directional - Andrew HMD 24HC N/A 1 N/A Headend Antenna (Tra Directional - Andrew HMD 24HC N/A 1 N/A Headend Antenna (Tra Directional - Bogner N/A 1 N/A Headend Waveguide 90' Andrew HJ7-50A N/A 1 N/A Headend Waveguide 85' Andrew HJ7-50A N/A 1 N/A Headend Waveguide 60' Andrew HJ7-50A N/A 1 N/A Headend Heliax 10' 7/8" Foam N/A 1 N/A Headend Heliax 12' 7/8" Foam N/A 1 N/A Headend Heliax 12' 1/2" Superflex N/A 1 N/A Headend [***] Combiner Axcer(ITS) 1694 8102056 1 N/A Headend [***] Combiner Microwave Filter Co. 9004S 9162012 1 N/A Headend [***] Combiner Microwave Filter Co. 9004S N/A 1 N/A Headend [***] Combiner Axcer(lTS) 1694 8103056 1 N/A Headend [***] Combiner Microwave Filter Co. 9004S 9409021 1 N/A Headend [***] Combiner Microwave Filter Co. 9004S N/A 1 N/A Headend [***] Combiner Microwave Filter Co. 9004S N/A 1 N/A Headend [***] Combiner Axcer(ITS) 1693D 3761101 1 N/A Headend [***] Diplexer Axcera(ITS-ADC) 658E 8097056 1 N/A Headend [***] Diplexer Axcera(ITS-ADC) 658E 8098056 1 N/A Headend [***] Diplexer Axcera(ITS-ADC) 658E 8099056 1 N/A Headend [***] Diplexer Axcera(ITS-ADC) 658E 8100056 1 N/A Headend [***] Diplexer Axcera(ITS-ADC) 658E M0048033 1 N/A Headend [***] Diplexer Axcera(ITS-ADC) 658E 8101056 1 N/A Headend [***] Diplexer Axcera(ITS-ADC) 658E 8104956 1 N/A Headend [***] Diplexer Axcera(ITS-ADC) 658E 81050056 1 N/A Headend [***] Diplexer Axcera(ITS-ADC) 658E 3795101 1 N/A Headend [***] Diplexer Axcera(ITS-ADC) 658E M0518093 1 N/A Headend [***] Diplexer Axcera(ITS-ADC) 658E M0519093 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B S4763 1 N/A Headend [***] Transmitter 50 Watt Exc ITS (AXCERA) 1750C 8092056 1 N/A Headend [***] Transmitter 50 Watt Exc ITS (AXCERA) 1750C 8093056 1 N/A Headend [***] Transmitter 50 Watt Exc ITS (AXCERA) 1750C 8094056 1 N/A Headend [***] Transmitter 50 Watt Exc ITS (AXCERA) 1750C 8095056 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 11714 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 11715 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 11716 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 11717 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B S4739 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B S4740 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B S4741 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B S4742 1 N/A Headend [***] Transmitter 50 Watt Exc ITS (AXCERA) 1615E M0037033 1 N/A Headend [***] Transmitter 50 Watt Exc ITS (AXCERA) 1750C 8096056 1 N/A Headend [***] Transmitter 50 Watt Exc ITS (AXCERA) 1615E M0038033 1 N/A Headend [***] Transmitter 50 Watt Exc ITS (AXCERA) 1615E M0039033 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 10172 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 10173 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 10174 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 10178 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 10175 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 10176 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 10177 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B 10179 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B S4743 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B S4744 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B S4745 1 N/A Headend [***] Transmitter 50 Watt Exc Comwave SB050B S4746 1 N/A Headend [***] Transmitter 50 Watt Exc Emcee TTS10EB 502EBA 1 N/A Headend [***] Transmitter 50 Watt Exc ITS (AXCERA) 1610E M0516093 1 N/A Headend [***] Transmitter 50 Watt Exc ITS (AXCERA) 1610E M0517093 1 N/A Headend [***] Transmitter 50 Watt Up Emcee TTS50EB 502EBA 1 N/A Headend [***] Transmitter 50 Watt Up ITS (AXCERA) 1658E 9155096 1 N/A Headend [***] Transmitter 50 Watt Up ITS (AXCERA) 1658E 9156096 1 N/A Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ---------- ------------ ------------- -------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Refemce Tray Comwave S4764 1 N/A IF Modulator A/V Output Comwave TVM 102 11715 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 11714 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 11717 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 11716 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 2078 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 S4739 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 S4740 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 S4741 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 S4742 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10172 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10173 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10174 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10178 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10175 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10176 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10177 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10179 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10146 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10144 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10145 1 N/A Headend [***] IF Modulator A/V Output Comwave TVM 102 10143 1 N/A Headend [***] IF Modulator A/V Output EMCEE EM1 1 N/A Headend [***] Demodulator CATV BT AD1 60845 1 N/A Headend [***] Demodulator CATV BT AD1 18940 1 N/A Headend [***] Demodulator CATV BT AD1 8300 1 N/A Headend [***] Demodulator CATV Holland HMD 1 N/A Headend [***] Demodulator CATV Holland HMD 1 N/A Headend [***] Demodulator CATV BT AD1 39737 1 N/A Headend [***] Demodulator CATV BT AD1 8294 1 N/A Headend [***] Demodulator CATV Holland HMD 1 N/A Headend [***] Demodulator CATV Holland HMD 1 N/A Headend [***] Demodulator CATV BT AD1 31755 1 N/A Headend [***] Demodulator CATV BT AD1 3660 1 N/A Headend [***] Demodulator CATV BT AD1 12650 1 N/A Headend [***] Demodulator CATV BT AD1 3780 1 N/A Headend [***] Demodulator CATV BT AD1 60825 1 N/A Headend [***] Demodulator CATV BT AD1 1 N/A Headend [***] Demodulator CATV BT AD1 60816 1 N/A Headend [***] Demodulator CATV BT AD1 22935 1 N/A Headend [***] Demodulator CATV BT AD1 3746 1 N/A Headend [***] Demodulator CATV BT AD1 8469 1 N/A Headend [***] Demodulator CATV BT AD1 8201 1 N/A Headend [***] Demodulator CATV Gl S890D 4034103 1 N/A Headend [***] Demodulator CATV BT AD1 39762 1 N/A Headend [***] Demodulator CATV BT AD1 5143 1 N/A Headend [***] Demodulator CATV BT AD1 10938 1 N/A Headend [***] Demodulator CATV BT AD1 3839 1 N/A Headend [***] Demodulator CATV BT AD1 31687 1 N/A Headend [***] Demodulator CATV BT AD1 22932 1 N/A Headend [***] Demodulator CATV BT AD1 22933 1 N/A Headend [***] Demodulator CATV BT AD1 39804 1 N/A Headend [***] Demodulator CATV BT AD1 32926 1 N/A Headend [***] Demodulator CATV BT AD1 8298 1 N/A Headend [***] Dehydrator Andrew MT 300 9303MT32 1 N/A Headend [***] Rack 72" ITS N/A N/A 8 N/A Headend [***] Rack 96" N/A N/A N/A 2 N/A Headend [***] Modulator CATV Standard TVM 450 56U540159 1 N/A Headend [***] Modulator CATV Standard TVM 450 43U430083 1 N/A Headend [***] Antenna (ST 6' N/A 1 N/A Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------------- -------------------- ------------- -------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Antenna (Transmit) Andrew HMD16VC-W N/A 2 Headend [***] Antenna (Transmit) MDS2A-Data Andrew HMD16VC-WNQ N/A 1 Headend [***] Antenna (Transmit) MDS1 Andrew HMD16VC-WNQ N/A 1 Headend [***] Waveguide 40' ANDREW EW-20 N/A 1 Headend [***] Waveguide 40' ANDREW EW-20 N/A 1 Headend [***] Transition Jumpers 10' ANDREW 7/8" N/A 4 Headend [***] Connectors EW20 to EIA 7/8" Andrew E20NB-014 N/A 4 Headend [***] Combiner A-Group Combiner ITS 1694-D M0250063 Headend [***] Combiner B-Group Combiner ITS 1694-D 6039075 Headend [***] Combiner C-Group Combiner ITS 1694-D M0362073 Headend [***] Combiner D-Group Combiner ITS 1694-D 6040075 Headend [***] Combiner E-Group Combiner ITS 1694-D 3622071 Headend [***] Combiner F-Group Combiner ITS 1694-D 3632071 Headend [***] Combiner G-Group Combiner ITS 1694-D M0365073 Headend [***] Combiner H-Group Combiner ITS 1694-D 3597071 Headend [***] Diplexer MDS1 Diplexer ITS 6830036 Headend [***] Diplexer A-1 Diplexer rrs M02476063 Headend [***] Diplexer A-2 Diplexer ITS M0247063 Headend [***] Diplexer A-3 Diplexer ITS M0248063 Headend [***] Diplexer A-4 Diplexer ITS M0249063 Headend [***] Diplexer B-1 Diplexer ITS 6041075 Headend [***] Diplexer B-2 Diplexer ITS 6042075 Headend [***] Diplexer C-1 Diplexer ITS M0363073 Headend [***] Diplexer C-2 Diplexer ITS M0370073 Headend [***] Diplexer C-3 Diplexer ITS M0321073 Headend [***] Diplexer C-4 Diplexer ITS M0372073 1 Headend [***] Diplexer D-1 Diplexer ITS 6045075 1 Headend [***] Diplexer D-2 Diplexer ITS 6046075 1 Headend [***] Diplexer D-3 Diplexer ITS 6047075 1 Headend [***] Diplexer D-4 Diplexer ITS 6048075 1 Headend [***] Diplexer E-1 Diplexer ITS 3830091 1 Headend [***] Diplexer E-2 Diplexer ITS 3831091 1 Headend [***] Diplexer E-3 Diplexer rrs 3832091 1 Headend [***] Diplexer E-4 Diplexer ITS 3833091 1 Headend [***] Diplexer F-1 Diplexer rrs 3630071 1 Headend [***] Diplexer F-2 Diplexer ITS 3631071 1 Headend [***] Diplexer F-3 Diplexer ITS 3633071 1 Headend [***] Diplexer F-4 Diplexer ITS 3634071 1 Headend [***] Diplexer G-1 Diplexer ITS M0364073 1 Headend [***] Diplexer G-2 Diplexer ITS N0373073 1 Headend [***] Diplexer G-3 Diplexer ITS M0374073 1 Headend [***] Diplexer G-4 Diplexer ITS N0375073 1 Headend [***] Diplexer H-1 Diplexer ITS 3595071 1 Headend [***] Diplexer H-2 Diplexer ITS 3596071 1 Headend [***] Diplexer H-3 Diplexer ITS 3655071 1 Headend [***] Transmitter 20 Watt ITS 1510E 1 Headend [***] Transmitter 20 Watt rrs 1610E M0243063A2 1 Headend [***] Transmitter 20 Watt ITS 1610E M0244063A3 1 Headend [***] Transmitter 20 Watt ITS 1610E M0245063A4 1 Headend [***] Transmitter 20 Watt ITS 1720A 6035075B1 1 Headend [***] Transmitter 20 Watt ITS 1720A 6036075B2 1 Headend [***] Transmitter 20 Watt ITS 1610E M0354073C1 1 Headend [***] Transmitter 20 Watt ITS 1610E M0355073C2 1 Headend [***] Transmitter 20 Watt ITS 1610E M0356073C3 1 Headend [***] Transmitter 20 Watt ITS 1610E M0357073C4 1 Headend [***] Transmitter 50 Watt Agile ITS 1750C 6049075 1 Headend [***] Transmitter 20 Watt ITS 1750C B944086D2 1 Headend [***] Transmitter 20 Watt ITS 1720A 6037075D3 1 Headend [***] Transmitter 20 Watt ITS 1720A 6038075D4 1 Headend [***] Transmitter 20 Watt ITS 1610E 3618071 E1 1 Headend [***] Transmitter 20 Watt ITS 1610E 3619071 E2 1 Headend [***] Transmitter 20 Watt ITS 1610E 3620071 E3 1 Headend [***] Transmitter 20 Watt ITS 1610E 3621071 E4 1 Headend [***] Transmitter 20 Watt ITS 1750A 3628071F1 1 Headend [***] Transmitter 20 Watt ITS 1610E N2764025F2 1 Headend [***] Transmitter 20 Watt ITS 1610E 3609071F3 1 Headend [***] Transmitter 20 Watt ITS 1610E M2765025F4 1 Headend [***] Transmitter 20 Watt ITS 1610E M0358073G1 1 Headend [***] Transmitter 20 Watt ITS 1610E M0359073G2 1 Headend [***] Transmitter 20 Watt ITS 161OE M0360075G3 1 Headend [***] Transmitter 20 Watt ITS 1610E M0361073G4 1 Headend [***] Transmitter 20 Watt ITS 1610E 3593071H1 1 Headend [***] Transmitter 20 Watt ITS 161OE 35994071H2 1 Headend [***] Transmitter 20 Watt ITS 1610E 3613071H3 1 Headend [***] Transmitter 10 Watt ITS 1510E M1639064 1 Headend [***] Exciter 5 Watt ITS 7525 212366984 1 Headend [***] Amplifler 25 Watt Average ITS 1586-1004 212316976 1 Headend [***] CMD CMD 2000 Downstrea Hybrid 7520P9-34H F-2955500011 1 Headend [***] Modulator Baseband to IF HYBRID HEM-2204B N/A 1 Headend [***] De-Modulator Agile General Instruments 06C0000150166 1 Headend [***] De-Modulator Agile General Instruments 0810000128166 1 Headend [***] De-Modulator Ante General Instruments 0810000119166 1 Headend [***] De-Modulator Agile General Instruments 0810000106166 1 Headend [***] De-Modulator Agile General Instruments 0810000116166 1 Headend [***] De-Modulator Agile Genera] Instruments 0810000173166 1 Headend [***] De-Modulator Agile General Instruments 0810000190166 1 Headend [***] Da-Modulator Agile General Instruments 0810000110166 1 Headend [***] De-Modulator Agile General Instruments 0810000104166 1 Headend [***] De-Modulator Agile General Instruments 0810000141168 1 Headend [***] De-Modulator Agile General Instruments 0810000101166 1 Headend [***] De-Modulator Agile General Instruments 0810000171166 1 Headend [***] De-Modulator Agile General Instruments 0810000118166 1 Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ---------------- -------------------- --------------- -------------- ------ -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> De-Modulator Agile General Instruments 0810000150166 1 Headend [***] De-Modulator Agile General Instruments 0810000133166 1 Headend [***] De-Modulator Agile General instruments 0810000135166 1 Headend [***] De-Modulator Agile General Instruments 0810000175166 1 Headend [***] De-Modulator Agile General Instruments 0810000142166 1 Headend [***] De-Modulator Agile General Instruments 0810000167166 1 Headend [***] De-Modulator Agile General Instruments 0810000113166 1 Headend [***] De-Modulator Agile General Instruments 0810000183166 1 Headend [***] De-Modulator Agile General Instruments 0810000195166 1 Headend [***] De-Modulator Agile General Instruments 0810000176166 1 Headend [***] De-Modulator Agile General Instruments 0810000162166 1 Headend [***] De-Modulator Agile General Instruments 0810000172166 1 Headend [***] De-Modulator Agile General Instruments 0810000185166 1 Headend [***] De-Modulator Agile General Instruments 00810000111166 1 Headend [***] De-Modulator Agile General Instruments 00810000189166 1 Headend [***] De-Modulator Agile General Instruments 0810000149166 1 Headend [***] Outdoor RF Head (receive) 18.142-18.580GHZ CHANNEL MASTER 6633-18 C3339980001 2 Headend [***] Indoor baseband unit (receive) 23.275GHZ MA23VX MRC 845270-2 509VXSA555 1 Headend [***] Indoor baseband unit (receive) 23.475GHZ MA23VX MRC 845270-3 509VXSA556 1 Headend [***] Outdoor RF Head (receive) 23.275GHZ MA23VX MRC 845379-2 509VXSA555 1 Headend [***] Outdoor RF Head (receive) 23.475GHZ MA23VX MRC 845379-3 509VXSA55G 1 Headend [***] Antenna (Receive- Data) 4ft. 18GHZ MRC N/A 1 Headend [***] Antenna (Receive- AML) 6ft. 18GHZ-AML Andrew N/A 1 Headend [***] Antenna (Receive- ITFS) 6ft. 23GHZ Gabriel N/A 1 Headend [***] Rack 72" ADC N/A N/A 1 Headend [***] Rack 72" ADC N/A N/A 1 Headend [***] Rack 72" ADC N/A N/A 1 Headend [***] Rack 72" ADC N/A N/A 1 Headend [***] Rack 72" ADC N/A N/A 1 Headend [***] Rack 72" ADC N/A N/A 1 Headend [***] Rack 72" ADC N/A N/A 1 Headend [***] Reck 72" ADC N/A N/A 1 Headend [***] Rack 72" ADC N/A N/A 1 Headend [***] Transmitter 50 Watt ITS 1750C 6829036-MDS1 1 Headend [***] Alarm System ENTRY/TEMP ADT 1 Headend [***] UPS 5kva TOPAZ 88051 U1362EE00073 1 Headend [***] UPS 10kva TOPAZ 88101 U1315AC00040 1 Headend [***] A/C 5 ton Headend [***] Antenna (Transmit- AML) 6ft. 18GHZ-AML Andrew N/A 1 TVRO [***] Outdoor RF Head (transmit) 18.142-18.580GHZ CHANNEL MASTER ? 1 TVRO [***] Modulator Agile DX Communications D800211 1 TVRO [***] Modulator Agile DX Communications D800238 1 TVRO [***] Modulator Agile DX Communications E800338 1 TVRO [***] Modulator Agile DX Communications 0800239 1 TVRO [***] Modulator Agile DX Communications E800374 1 TVRO [***] TVRO Sat. Receivers STANDARD MT810AA 87U070076 1 TVRO [***] TVRO Sat. Receivers STANDARD MT 650 49U740388 1 TVRO [***] TVRO Sat. Receivers STANDARD MT 650 49U740362 1 TVRO [***] TVRO Sat. Receivers STANDARD MT 650 57U930478 1 TVRO [***] TVRO Sat. Receivers STANDARD MT 650 4FU730038 1 TVRO [***] TVRO Sat. Receivers STANDARD MT 650 48U730039 N/A TVRO [***] Broadcast controller 2 Channel, 8 Device Ad-Tech Liten-ing N/A 1 TVRO [***] VCR SVHS JVC SR-S360U 078X0049 1 TVRO [***] VCR SVHS JVC SR-S360U 177X0003 1 TVRO [***] VCR SVHS JVC SR-S365U 8551422 1 TVRO [***] VCR SVHS JVC SR-S365U 8551538 1 TVRO [***] VCR SVHS JVC SR-S365U 8551430 1 TVRO [***] VCR SVHS JVC SR-S365U 8551548 1 TVRO [***] VCR SVHS JVC SR-S365U 8551545 1 TVRO [***] TVRO Earth Station 3.8M Patriot N/A 1 TVRO [***] TVRO Earth Station 3.8M Patriot N/A 1 TVRO [***] TVRO Earth Station 3.8M Patriot N/A 1 TVRO [***] TVRO Earth Station 3.8M Patriot N/A 1 TVRO [***] TVRO Earth Station 3.8M Patriot N/A 1 TVRO [***] TVRO Earth Station 3.8M Patriot N/A 1 TVRO [***] TVRO Earth Station 3.7M Miralife N/A 1 TVRO [***] TVRO Earth Station 3.7M Miralite N/A 1 TVRO [***] TVRO Earth Station 3.7M Mlralite N/A 1 TVRO [***] Earth Station LNB LNB California Amplifier 140105-1 N/A 16 TVRO [***] Hardline 200' 1/2" N/A 1 TVRO [***] Hardline 200' 1/2" N/A 1 TVRO [***] Tower 40' Rhone N/A N/A 1 TVRO [***] UPS UPS Batteries Power Works Deltec 101615015-061 BQ454C1078 1 TVRO [***] UPS UPS Batteries Power Works Deltec 101615015-061 BQ454C1073 1 TVRO [***] UPS UPS Power Works Deltec ET6001-PP BQ445C0481 1 TVRO [***] UPS UPS Batteries APC SU24XLBP WS9845007694 1 TVRO [***] UPS UPS Batteries APC SU24XLBP WS9845007695 1 TVRO [***] UPS UPS Batteries APC SU24XLBP WS9845007698 1 TVRO [***] UPS UPS Batteries APC SU24XLBP WS9845007697 1 TVRO [***] UPS UPS APC SU1000XLNET WS9807001017 1 TVRO [***] Alarm System ENTRY ADT 1 TVRO [***] Generator 40 KWK Generac 1 TVRO [***] A/c 3 ton Goodman MFG CO PC024-1B 9809475424 TVRO [***] Antenna (Transmit- ITFS) 6ft. 23GHZ Gabriel N/A 1 BSU [***] Indoor baseband unit (transmit) 23.275GHZ MA23VX MRC 845270-1 509VXSA555 1 BSU [***] Indoor baseband unit (transmit) 23.475GHZ MA23VX MRC 845270-2 509VXSA556 1 BSU [***] Outdoor RF Head (transmit) 23.275GHZ MA23VX MRC 845379-1 509VXSA555 1 BSU [***] Outdoor RF Head (transmit) 23.475GHZ MA23VX MRC 845379-2 509VXSA556 1 BSU [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ----------------- -------------------- -------------- ------------ ------ -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Antenna (Transmit) Cardioid-Vertical Andrew HMD16VC N/A 1 Headend [***] Waveguide 300' WE 30 N/A 1 Headend [***] Combiner Magic T Communication and Enemy Corp. 1 Heliax 12' 7/8" Foam N/A 1 Headend Heliax 9' 7/8" Foam N/A 1 Headend Heliax 3' 7/8" Foam N/A 1 Headend [***] Combiner Axcer(ITS) 1690 M2781025 1 Headend [***] Combiner Axcer(ITS) 1694D M1992094 1 Headend [***] Combiner Axcer(ITS) 1694D M1994094 1 Headend [***] Combiner Axcer(ITS) 1694D M1996094 1 Headend [***] Combiner Axcer(ITS) 1694D M1989094 1 Headend [***] Combiner Axcer(ITS) 1694D M1991094 1 Headend [***] Combiner Axcer(ITS) 1694D M1993094 1 Headend [***] Combiner Axcer(ITS) 1694D M1995094 1 Headend [***] Diplexer Microwave Filter CO. 10759 9409036 1 Headend [***] Diplexer Microwave Filter CO. 10759 N/A 1 Headend [***] Diplexer Microwave Filter CO. 10759 N/A 1 Headend [***] Diplexer Microwave Filter CO. 10759 N/A 1 Headend [***] Diplexer Axcera(ITS-ADC) 658E M0044033 1 Headend [***] Diplexer Axcera(ITS-ADC) 658E M0045033 1 Headend [***] Diplexer Axcera(ITS-ADC) 658E M0047033 1 Headend [***] Transmitter ITS (AXCERA) 1610E M0520093 1 Headend [***] Transmitter ITS (AXCERA) 1610E M0521093 1 Headend [***] Transmitter ITS (AXCERA) 1610E M0522093 1 Headend [***] Transmitter ITS (AXCERA) 1610E M0523093 1 Headend [***] Transmitter ITS (AXCERA) 5524 15248 1 Headend [***] Transmitter ITS (AXCERA) 5724 15220 1 Headend [***] Transmitter ITS (AXCERA) 5524 15247 1 Headend [***] Transmitter Emcee DS 20 221DS 1 Headend [***] Transmitter Emcee DS 20 227DS 1 Headend [***] Transmitter Emcee DS 20 225DS 1 Headend [***] Transmitter Emcee DS 20 223DS 1 Headend [***] Transmitter Emcee DS 20 220DS 1 Headend [***] Transmitter ITS (AXCERA) 1610E M0033033 1 Headend [***] Transmitter ITS (AXCERA) 1610E M0034033 1 Headend [***] Transmitter Emcee DS 20 224DS 1 Headend [***] Transmitter ITS (AXCERA) 1610 M0003633 1 Headend [***] Transmitter ITS (AXCERA) 1610E M0035033 1 Headend [***] Transmitter ITS (AXCERA) 1710 M1803074 1 Headend [***] Transmitter ITS (AXCERA) 1610E 5157013 1 Headend [***] Transmitter ITS (AXCERA) 1750 1 Headend [***] Transmitter Emcee DS 20 216DS 1 Headend [***] Transmitter ITS (AXCERA) 657C 1635 1 Headend [***] Transmitter ITS (AXCERA) 658E M2087094 1 Headend [***] Transmitter ITS (AXCERA) 657C 1652 1 Headend [***] Transmitter ITS (AXCERA) 657C 1655 1 Headend [***] Transmitter ITS (AXCERA) 658E M2084094 1 Headend [***] Transmitter ITS (AXCERA) 658E M2086094 1 Headend [***] Transmitter ITS (AXCERA) 658E M2085094 1 Headend [***] IF Modulator A/V Output Scientific Atlanta 6340 1 Headend [***] IF Modulator A/V Output Scientific Atlanta 6340 1 Headend [***] IF Modulator A/V Output Scientific Atlanta 6340 1 Headend [***] IF Modulator A/V Output Scientific Atlanta 6340 1 Headend [***] IF Modulator A/V Output Scientific Atlanta 6340 1 Headend [***] Power Distribution Leithc Xplus 0044142 1 Headend Power Distribution EMCEE Video Switcher 1 Headend Dehydrator Andrew MT 300 9704MT30490A 1 Headend Dehydrator Andrew MH-12 9711MHM425A 1 Headend Rack 72" Emcore N/A N/A 12 Headend A/C 5 Ton Lennox CHA16-651-5P 5697H00949 1 Headend A/C 5 Ton Lennox CHA16-651-5P 5697H05406 1 Headend A/C 5 Ton Lennox CHA16-651-5P 5697G03802 1 Headend </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------- ------------ ------------- -------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Antenna (Transmit OMNI Andrew HMD12HO-W0 11577 1 Headend [***] Waveguide Andrew LDF5-50A 150' Headend [***] Combiner Filterplexer MFC 11754S-G 1 Headend [***] Transmitter Comwave SB050B 11505 1 Headend [***] Transmitter Comwave SB050B 11509 1 Headend [***] Transmitter Comwave SB050B 11514 1 Headend [***] Transmitter Comwave SB050B 11520 1 Headend [***] Upconverter Digital Agile Thomcast 47266213 14163 1 Headend [***] Local Oscilator Digital Agile Thomcast 4726617 14163 1 Headend [***] Power Supply Digital Agile Thomcast 4726613 14163 1 Headend [***] Amplifier Digital Agile Thomcast 47266181 14163 1 Headend [***] Amplifier Digital Agile Thomcast 47266181 14163 1 Headend [***] modulator Comwave TVM-102 11519 1 Headend [***] modulator Comwave TVM-102 11505 1 Headend [***] modulator Comwave TVM-102 11509 1 Headend [***] modulator Comwave TVM-102 11520 1 Headend [***] Satelite Receiver Dish Network CDSR-6198 42930 1 Headend [***] Satelite Receiver Dish Network CDSR-6198 26447 1 Headend [***] Satelite Receiver Dish Network CDSR-6198 42936 1 Headend [***] Satelite Receiver Dish Network CDSR-6198 45127 1 Headend [***] Satelite Receiver Dish Network CDSR-6198 37234 1 Headend [***] Reference Drawer Comwave 2126 14922 1 Headend [***] Rack ITS 72" 1 Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- -------------------------- -------------------- -------------- ------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Antenna Transmit Omni Andrew HMD-12HO N/A 2 Headend Wavequide 190' ANDREW EW-20 N/A 1 Headend Connectors EW-20 Connector Andrew 120R-3 N/A 4 Headend Waveguide 187' ANDREW EW-20 N/A 1 Headend Transition Jumpers 10' ANDREW 7/8" Air N/A 1 Headend Transition Jumpers 10' ANDREW 7/8" Air N/A 1 Headend Transition Jumpers 4' ANDREW 1/2" Foam N/A 1 Headend [***] Transition Jumpers 4' ANDREW 1/2" Foam N/A 1 Headend [***] Combiner A-Gtoup MFC 9004 N/A 1 Headend [***] Combiner B-Gtoup MFC 9004 N/A 1 Headend [***] Combiner C-Gtoup MFC 9004 N/A 1 Headend [***] Combiner D-Gtoup MFC 9004 N/A 1 Headend [***] Combiner E-Gtoup MFC 9004 N/A 1 Headend [***] Combiner F-Gtoup MFC 9004 N/A 1 Headend [***] Combiner G-Gtoup MFC 9004 N/A 1 Headend [***] Combiner H-Gtoup MFC 9004 N/A 1 Headend [***] Transmitter 50W COMWAVE SB-50B 8556 1 Headend [***] Transmitter 50W COMWAVE SB-50B 8557 1 Headend [***] Transmitter 50W COMWAVE SB-50B 4751 1 Headend [***] Transmitter 50W COMWAVE SB-50B 4752 1 Headend [***] Transmitter 50W COMWAVE SB-50B 4753 1 Headend [***] Transmitter 50W COMWAVE SB-50B 4754 1 Headend [***] Transmitter 50W COMWAVE SB-50B 8558 1 Headend [***] Transmitter 50W COMWAVE SB-50B 8559 1 Headend [***] Transmitter 50W COMWAVE SB-50B 3716 1 Headend [***] Transmitter 50W COMWAVE SB-50B 3715 1 Headend [***] Transmitter 50W COMWAVE SB-50B 4759 1 Headend [***] Transmitter 50W COMWAVE SB-50B 4760 1 Headend [***] Transmitter 50W COMWAVE SB-50B 4761 1 Headend [***] Transmitter 50W COMWAVE SB-50B 4762 1 Headend [***] Transmitter 50W COMWAVE SB-50A 2250 1 Headend [***] Transmitter 50W COMWAVE SB-50A 2251 1 Headend [***] Transmitter 50W COMWAVE SB-50A 2252 1 Headend [***] Transmitter 50W COMWAVE SB-50A 2253 1 Headend [***] Transmitter 50W COMWAVE SB-50A 2254 1 Headend [***] Transmitter 50W COMWAVE SB-50A 2255 1 Headend [***] Transmitter 50W COMWAVE SB-50A 2256 1 Headend [***] Transmitter 50W COMWAVE SB-50A 2257 1 Headend [***] Transmitter 50W COMWAVE SB-50B 4729 1 Headend [***] Transmitter 50W COMWAVE SB-50B 4730 1 Headend [***] Transmitter 50W COMWAVE SB-50B 3712 1 Headend [***] Transmitter 50W COMWAVE SB-50B 3712 1 Headend [***] Transmitter 50W COMWAVE SB-50B 2258 1 Headend [***] Transmitter 50W COMWAVE SB-50B 2259 1 Headend [***] Upconverter COMWAVE SB-50A 2250 1 Headend [***] Upconverter COMWAVE SB-50A 2251 1 Headend [***] Upconverter COMWAVE SB-50A 2252 1 Headend [***] Upconverter COMWAVE SB-50A 2253 1 Headend [***] Upconverter COMWAVE SB-50A 2254 1 Headend [***] Upconverter COMWAVE SB-50A 2255 1 Headend [***] Upconverter COMWAVE SB-50A 2256 1 Headend [***] Upconverter COMWAVE SB-50A 2257 1 Headend [***] Transmitter 50W COMWAVE SB-50B 8554 1 Headend [***] Transmitter 50W COMWAVE SB-50B 8555 1 Headend [***] Modulator IF Comwave TVM-102 8554 1 Headend [***] Modulator IF Comwave TVM-102 8555 1 Headend [***] Modulator IF Comwave TVM-102 8556 1 Headend [***] Modulator IF Comwave TVM-102 8557 1 Headend [***] Modulator IF Comwave TVM-102 4751 1 Headend [***] Modulator IF Comwave TVM-102 4752 1 Headend [***] Modulator IF Comwava TVM-102 4747 1 Headend [***] Modulator IF Comwave TVM-102 4754 1 Headend [***] Modulator IF Comwave TVM-102 4753 1 Headend [***] Modulator IF Comwave TVM-102 11045 1 Headend [***] Modulator IF Comwave TVM-102 3723 1 Headend [***] Modulator IF Comwave TVM-102 12768 1 Headend [***] Modulator IF Comwave TVM-102 4759 1 Headend [***] Modulator IF Comwave TVM-102 4760 1 Headend [***] Modulator IF Comwave TVM-102 4761 1 Headend [***] Modulator IF Comwave TVM-102 4762 1 Headend [***] Modulator IF Catel CTM-20 2250 1 Headend [***] Modulator IF Catel CTM-20 2251 1 Headend [***] Modulator IF Catel CTM-20 2252 1 Headend [***] Modulator IF Comwave TVM-102 No# 1 Headend [***] Modulator IF Catel CTM-20 2254 1 Headend [***] Modulator IF Catel CTM-20 2255 1 Headend [***] Modulator IF Catel CTM-20 2256 1 Headend [***] Modulator IF Catel CTM-20 2257 1 Headend [***] Modulator IF Comwave TVM-102 4748 1 Headend [***] Modulator IF Comwave TVM-102 4730 1 Headend [***] Modulator IF Comwave TVM-102 8021 1 Headend [***] Modulator IF Comwave TVM-102 8565 1 Headend [***] Modulator IF Catel CTM-20 2258 1 Headend [***] Modulator IF Catel CTM-20 2259 1 Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- -------------------------- -------------------- -------------- ------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Enclosures/Drawers GI HVP III D5H0001926343 1 headend Enclosures/Drawers GI HVP III 215420003 1 headend Enclosures/Drawers GI HVP III DSH0001085343 1 headend Enclosures/Drawers GI HVP III 4590001 1 headend Video Card GI 24 headend Channel Card GI 24 headend Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers Uniden 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers GI 1 Headend [***] Sat Receivers GI 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers Uniden 1 Headend [***] Sat Receivers Motorola 1 Headend [***] Sat Receivers STANDARD 1 Headend [***] Sat Receivers SciAtl 1 Headend [***] Sat Dish 3.2 meters Macom 1 Headend [***] Sal Dish 3.2 meters Macom 1 Headend [***] Sat Dish 3.2 meters Macom 1 Headend [***] Sat Dish 3.7 meters Patroit 1 Headend [***] Sat Dish 3.7 meters Patroit 1 Headend [***] Sat Dish 2 meters Winguard 1 Headend [***] Waveguide 150' ANDREW EW-85 N/A 1 Headend [***] Dehydrator Andrew Dryline MT-300 N/A 1 headend [***] STL Receiver 6565-6645Mhz California Microwave MFR 63661 32665 1 Headend Controller Compaq Proliant 800 3CDHA01135X 1 headend EAS Monroe WIP925S 1 headend EAS Monroe R177M 4 headend EAS Monroe 9509-15577 1 headend Rack 82" N/A N/A N/A 5 Headend Rack 76" EMCEE N/A N/A 6 Headend [***] Monitoring Device DPS Alpha Max 82A 1 Headend [***] A/C 5 Ton Indoor Out door unit Gibson GS3BA-060KA GS3000550257 1 Headend [***] A/C 2 Ton window type 220 volt Carrier 2 Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- -------------------------- -------------------- -------------- ------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Antenna Omni Andrews HMD12VO N/A 1 Headend [***] Antenna 140Deg Bogner 140/8-VO N/A 1 Headend [***] Hardline 160' ANDREW 1 5/8" N/A 1 Headend [***] Hardline 160' ANDREW 7/8" N/A 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1750 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1750 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1750 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1750 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1750 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1750 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1750 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1750 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1615 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1615 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1615 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-1615 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 1 Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5524 1 Headend [***] controller data encoder tray Pacmono data encoder 56983 1 Headend [***] drawer encoder card trays Pacmono encoder card tray 56983 5 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D12004411 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15024722 1 Headend [***] TVRO Sat. Rec IRD G.I. 4500 839670026416 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D12003599 1 Headend [***] TVRO Sat. Rec IRD S.A. 9225 314611087093 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15030625 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D12002294 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15023460 1 Headend [***] Dernod IRD BLOND. BLDEMOD524 9665 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15030616 1 Headend [***] TVRO Sat. Rec IRD G.l. 1500 D45023723 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15035696 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15024723 1 Headend [***] TVRO Sat. Rec IRD S.A. 4500 839670026410 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15023611 1 Headend [***] TVRO Sat. Rec IRD G.I. 4500 812760044234 1 Headend [***] TVRO Sat. Rec IRD S.A. 9225 65253 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D150027447 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D45023752 1 Headend [***] TVRO Sat. Rec IRD G.I. 4500 820790003886 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D12003909 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15032258 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15026961 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D12003741 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15030234 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D12003254 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15025515 1 Headend [***] TVRO Sat. Rec IRD WEG MPEG2 51292 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15034842 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D12003468 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15030235 1 Headend [***] TVRO Sat. Rec IRD G.I. 1500 D15025792 1 Headend [***] Generator 80kW Generac Gen 80kW None 1 Headend [***] UPS 50kW Powerware PowerwarePLus 5 None 1 Headend [***] A/C 10 Bard 10 ton x 2 None 2 Headend [***] Racks 72" unknow 21" wide N/A 18 Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Controllar Facility Channel ---- -------- --------------- ------------- --------- ----- ---------- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Transmit Cardioid Andrews HMD12HO N/A 1 N/A Headend [***] Transmit Cardioid Andrews HMD12VO N/A 1 N/A Headend [***] Hardline 40' ANDREW 1 5/8" N/A 2 N/A Headend [***] Combiner A Axcera(ITS-ADC) ITS-685E N/A 1 N/A Headend [***] Combiner D Axcera(ITS-ADC) ITS-685E N/A 1 N/A Headend [***] Combiner G Axcera(ITS-ADC) ITS-685E N/A 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559789 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559790 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559791 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559792 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559793 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559794 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559795 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559796 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559797 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559798 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559799 1 N/A Headend [***] Transmitter 50watts ITS (AXCERA) ADC-5724 213559800 1 N/A Headend [***] Direct tv 0.5 Direct tv N/A N/A 1 N/A Headend [***] Direct tv 0.5 Direct tv N/A N/A 1 N/A Headend [***] Direct tv 0.5 Direct tv N/A N/A 1 N/A Headend [***] Racks 72" unknow 21" wide N/A 4 N/A Headend [***] A/C 1 Window Units Site owned unknown 1 N/A Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- -------------------------- -------------------- -------------- ------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Antenna Transmit Horizontal-Omni Andrew HMD-12HO/W0.5 N/A 1 Headend Waveguide 290' ANDREW 7/8" Air N/A 1 Headend Transition Jumper 20' ANDREW 7/8" Air N/A 1 Headend Transition Jumper 12' ANDREW 7/8" Air N/A 1 Headend Connectors Tansition EW20 to 7/8" Andrew Transition EW20 to 7/8" 2 Headend Connectors E 7/8" EIA Andrew E 7/8" EIA 4 Headend Combiner A-group combiner MFC 11754 N/A 1 Headend [***] Combiner B-group combiner MFC 11754 N/A 1 Headend [***] Combiner C-group combiner MFC 11754 N/A 1 Headend [***] Combiner D-group combiner MFC 11754 N/A 1 Headend [***] Combiner F-group combiner MFC 11754 N/A 1 Headend [***] Combiner G-group combiner MFC 11754 N/A 1 Headend [***] Combiner COMBINER MAJIC T MFC N/A 1 Headend [***] Combiner H-group combiner MWF 11754SA-H N/A 1 Headend [***] Transmitter 25W Comwave Sb025A 1 Headend [***] Transmitter 10W Comwave SB010A 1 Headend [***] Transmitter 25W Comwave SB025A 1 Headend [***] Transmitter 25W Comwave SB025A 1 Headend [***] Transmitter 50W Comwave SB050D 15138 1 Headend [***] Transmitter 50W Comwave SB050D 15139 1 Headend [***] Transmitter 50W Comwave SB050D 15140 1 Headend [***] Transmitter 50W Comwave SB050D 15141 1 Headend [***] Transmitter 50W Comwave SB050D 15132 1 Headend [***] Transmitter 50W Comwave SB050D 15145 1 Headend [***] Transmitter 50W Comwave SB050D 15146 1 Headend [***] Transmitter 50W Comwave SB050D 15147 1 Headend [***] Transmitter 50W Comwave SB050D 15133 1 Headend [***] Transmitter 50W Comwave SB050D 15148 1 Headend [***] Transmitter 50W Comwave SB050D 15149 1 Headend [***] Transmitter 50W Comwave SB050D 15150 1 Headend [***] Transmitter 50W Comwave SB050-MRC 1 Headend [***] Transmitter 50W Comwave SB050-MRC 1 Headend [***] Transmitter 50W Comwave SB050-MRC 1 Headend [***] Transmitter 50W Comwave SB050-MRC 1 Headend [***] Transmitter 50W Comwave SB050D 15134 1 Headend [***] Transmitter 50W Comwave SB050D 15135 1 Headend [***] Transmitter 50W Comwave SB050D 15136 1 Headend [***] Transmitter 50W Comwave SB050D 15137 1 Headend [***] Transmitter 50W Comwave SB050D 10226 1 Headend [***] Transmitter 50W Comwave SB050D 10227 1 Headend [***] Transmitter 50W Comwave SB050D 10228 1 Headend [***] Modulator IF Comwave TVM-102 n/a 1 Headend [***] Modulator IF Comwave TVM-102 4743 1 Headend [***] Modulator IF Comwave TVM-102 3712 1 Headend [***] Modulator IF SA 9650 895031b 1 Headend [***] Modulator IF Comwave TVM-102 15138 1 Headend [***] Modulator IF Comwave TVM-102 15139 1 Headend [***] Modulator IF Comwave TVM-102 15140 1 Headend [***] Modulator IF Comwave TVM-102 15141 1 Headend [***] Modulator IF Comwave TVM-102 15132 1 Headend [***] Modulator IF Comwave TVM-102 15145 1 Headend [***] Modulator IF Comwave TVM-102 15146 1 Headend [***] Modulator IF Comwave TVM-102 15147 1 Headend [***] Modulator IF Comwave TVM-102 15133 1 Headend [***] Modulator IF Comwave TVM-102 15148 1 Headend [***] Modulator IF Comwave TVM-102 15149 1 Headend [***] Modulator IF Comwave TVM-102 15150 1 Headend [***] Modulator IF Comwave TVM-102 6001 1 Headend [***] Modulator IF Comwave TVM-102 4737 1 Headend [***] Modulator IF Comwave TVM-102 n/a 1 Headend [***] Modulator IF Comwave TVM-102 n/a 1 Headend [***] Modulator IF Comwave TVM-102 15134 1 Headend [***] Modulator IF Comwave TVM-102 15135 1 Headend [***] Modulator IF Comwave TVM-102 15136 1 Headend [***] Modulator IF Comwave TVM-102 15137 1 Headend [***] Modulator IF Comwave TVM-102 10226 1 Headend [***] Modulator IF Comwave TVM-102 10227 1 Headend [***] Modulator IF Comwave TVM-102 10228 1 Headend [***] A/V Distribution A 16 Output Videotronics VDA-500 1 Headend A/V Distribution A 4 Output Tandy Corp VDA 4 Headend Sat Receiver EchoStar S001373206373 1 Headend [***] Sat Receiver EchoStar S001373222941 1 Headend [***] Sat Receiver EchoStar S001373206878 1 Headend [***] Sat Receiver EchoStar S001373206474 1 Headend [***] Sat Receiver EchoStar S000740964861 1 Headend [***] Sat Receiver EchoStar S000835535976 1 Headend [***] Sat Receiver EchoStar S001373206070 1 Headend [***] Sat Receiver EchoStar S001373206272 1 Headend [***] Sat Dich 36" Dish Network Dual Feed 1 Headend [***] Dehydrator Andrew MT-300 9801mt30143a 1 Headend reference tray 10MHz Comwave 15142 1 Headend [***] montoring Device Alpha Max DPS Alpha Max 82A 1 Headend A/C 3 Ton 2 Headend Rack N/A N/A WA Headend Headend Television Sony Trinitron 8024956 1 Headend </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------------ -------------------- ------------- ------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Antenna (Transmit) Cardloid -Vertical Andrew HMD12VC N/A 1 Headend Active Antenna (Transmit) Cardloid -Vertical Andrew HMD12VC N/A 1 Headend Active Antenna (Transmit) Cardloid -Vertical Andrew HMD12VC N/A 1 Headend Active Antenna (Transmit) Cardloid -Vertical Andrew HMD12VC N/A 1 Headend Active Waveguide Andrew HJ7-50A N/A 1 Headend Active Waveguide Andrew HJ7-50A N/A 1 Headend Active Waveguide Andrew HJ7-50A N/A 1 Headend Active Waveguide Andrew HJ7-50A N/A 1 Headend Active Heliax 8" Andrew 7/8" Foam N/A 1 Headend Active Heliax 10' Andrew 7/8" Foam N/A 1 Headend Active Heliax 10" Andrew 7/8" Foam N/A 1 Headend Active Heliax 3" Andrew 7/8" Foam N/A 1 Headend Active Combiner Microwave Filter Co. 9004S N/A 1 Headend Active [***] Combiner Microwave Filter Co. 9004S N/A 1 Headend Active [***] Combiner Microwave Filter Co. 9004S N/A 1 Headend Active [***] Combiner Axcer(ITS) 1694D 7673046 1 Headend Active [***] Combiner Axcer(ITS) 1694D 4315032 1 Headend Active [***] Combiner Axcer(ITS) 1694D 4316032 1 Headend Active [***] Combiner Axcer(ITS) 1694D 7674046 1 Headend Active [***] Combiner Axcer(ITS) 1893D 4317032 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 585 6258095 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 15287 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685 3348041 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685 3349041 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685 3350041 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685 3351041 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4095012 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4096012 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4097012 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4237012 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685 3362041 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685D 3085011 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685D 3086011 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685D 3087011 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 7679046 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 7680046 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 7581046 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 7682046 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4304032 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4305032 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4306032 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4307032 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4308032 1 Headend Active [***] Diplaxer Axcera(ITS-ADC) 685E 4309032 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4310032 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4311032 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E M0051033 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E M0052033 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E M0053033 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E M0054033 1 Headend Active [***] Diplexer Axcera(ITS-ADC) 685E 4312032 1 Headend Active [***] Diplexer Axcera(ITS) 685E 4313032 1 Headend Active [***] Diplexer Axcera(ITS) 685E 4314032 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1720C 6259095 1 Headend Active [***] Transmitter 50W Axcera(ITS) 5524 15283 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 3330041 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 3331041 1 Headend Active [***] Transmitter 2OW Axcera(ITS) 1610E 3332041 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 3333041 1 Headend Active [***] Transmitter 20W Axcera(ITS) 161OE 4089012 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4090012 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4091012 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4236012 1 Headend Active [***] Transmftter 20W Axcera(ITS) 1610E 3361041 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610D 3085011 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610D 3086011 1 Headend Active [***] Transmttter 20W Axcera(ITS) 1610D 3087011 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 5160013 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 5161013 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 5162013 1 Headend Active [***] Transmitter 2OW Axcera(ITS) 1610E 5163013 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4293032 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4294032 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4295032 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4296032 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4297032 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4298032 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4299032 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4300032 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E M0040033 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E M0041033 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E M0042033 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E M0043033 1 Headend Active [***] Transmittor 20W Axcera(ITS) 1610E 4301032 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4302032 1 Headend Active [***] Transmitter 20W Axcera(ITS) 1610E 4303032 1 Headend Active [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------------ -------------------- ------------- ------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Downstream Router Hybrid CMD 2000 G-3206000004 1 Headend Active EAS Encoder SAM MIP 921e 2378 1 Headend Active EAS Printer NCI 122X D51422275 1 Headend Active EAS Master Switch Monroe R177M 4 Headend Active A/V Switcher Leightronix Pro 8 P80518 1 Headend Active TVRO Sat. Recivers Standard MT 650 1 Headend Active [***] TVRO Sat. Recivers Standard MT 650 1 Headend Active [***] Radio (point-to-point TX/RX) 12.9125 GHz Microwave Radio 905464-013 705FLR12R4819 1 Headend Active Radio (point-to-point TX/RX) 12.9125 GHz Microwave Radio 905900-013 7O5FLR12R4818 1 Headend Active Radio (point-to-point TX/RX) 22.025GHz Microwave Radio 8451722-2 706CXSA222 1 Headend Active IRD Standard Agile IRD II 59U960732 1 Headend Backup IRD Standard Agile IRD II 57U920290 1 Headend Backup IRD Blonder Tongue IRD 2001 34U410184 1 Headend Spare LNB 4O deqree Cal Amp CS42157-Pro 98907 1 Headend Spare LNB 45 degree Cal Amp CS42157-SLHMT 1 Headend Spare LNB 20 degree Cal Amp 140194-1 2 Headend Backup LNB 20k Cal Amp 140194-1 8 Headend Active LNB 25k Cal Amp 140105 8 Headend Active TVRO Earth Station 3.7 m N/A N/A N/A 1 spare TVRO Earth Station Comtech 1 Headend Active TVRO Earth Station Comtech 1 Headend Active TVRO Earth Station Multi-feed Comtech 1 Headend Active TVRO Earth Station Patriot 1 Headend Active TVRO Earth Station Patriot 1 Headend Active TVRO Earth Station Wienguard 1 Headend Active Antenna (STL) 6' Andrew N/A 1 Headend Active [***] Rack 72" N/A N/A N/A 11 Headend Active Generator 75kW Kohler 100RZ 367201 1 Headend Active Transfer Switch Kohler K164231-400 K61838 1 Headend Active A/C 5 Ton BDP 588ANW060100 1795G80949 1 Headend Active A/C 5 Ton BDP 588DJX060000 2995G20989 1 Headend Active </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------------ ------------------- --------------- ---------------- ----- ------------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Antenna (Transmit) DIRECTIONAL Andrew HMD12VP-W125 N/A 1 Headend N/A Antenna (Transmit) OMNI Andrew Headend Antenna (Transmit) DIRECTIONAL Andrew HMD12VP-W125 N/A 1 Headend Waveguide Andrew EW-20 200 Headend Combiner Filterplexer ITS/Axcera 676D ADJACENT 8 Headend [***] Transmitter ITS/Axcera 1750C 14964 Headend [***] Transmitter ITS/Axcera 1750C 14965 Headend [***] Transmitter ITS/Axcera 1750C 14966 1 Headend [***] Transmitter ITS/Axcera 1750C 14969 1 Headend [***] Transmitter ITS/Axcera 1750 M1436054 1 Headend [***] Transmitter ITS/Axcera 1750 M1437054 1 Headend [***] Transmitter ITS/Axcera 1750 M1438054 1 Headend [***] Transmitter ITS/Axcera 1750 M1439054 1 Headend [***] Transmitter ITS/Axcera 1750 M1440054 1 Headend [***] Transmitter ITS/Axcera 1750 M1441054 1 Headend [***] Transmitter ITS/Axcera 1750 M1442054 1 Headend [***] Transmitter ITS/Axcera 1750 M1443054 1 Headend [***] Transmitter ITS/Axcera 1750 M1444054 Headend [***] Transmitter ITS/Axcera 1750 M1445054 Headend [***] Transmitter ITS/Axcera 1750 M1446054 Headend [***] Transmitter ITS/Axcera 1750 M1447054 Headend [***] Transmitter ITS/Axcera 1750C 14968 1 Headend [***] Transmitter ITS/Axcera 1750C 14967 1 Headend [***] Transmitter ITS/Axcera 1750C 14970 1 Headend [***] Transmitter ITS/Axcera 1750C 14971 1 Headend [***] Transmitter ITS/Axcera 1750 M1195034 1 Headend [***] Transmitter ITS/Axcera 1750 M1196034 1 Headend [***] Transmitter ITS/Axcera 1750 M1197034 1 Headend [***] Scrambling GI/Tocom HVP 4 Headend [***] STL MRC 905900 1 Headend [***] STL MRC 905900 1 Headend [***] STL MRC 905900 1 Headend [***] STL MRC 905900 1 Headend [***] Modulator Standard MOD 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] STL MRC 905900 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satellite Dish Maralite 3.7 4 Headend [***] Satellite Dish Headend [***] Satellite Dish Headend [***] Satellite Dish Headend [***] Stero Generator Learning MTS-2C 8 Headend Baseband Switch EAS R177M 4 Headend [***] Generator Kohler 150ROZJ 1 Headend [***] AC BARD 5 TON Wall Lessor supplied 2 Headend STL Dishes Andrew 8' 3 Headend MMDS RX Dish Andrew 2.5-2.68 8' 1 Headend Video Switcher Monroe MP-8 1 Headend </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------------ ------------------- --------------- ---------------- ----- ------------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Antenna (Transmit) OMNI Andrew HMD 16HO N/A 2 Headend N/A Waveguide Andrew EW-130 110' Headend Waveguide Andrew EW-20 225' Headend Waveguide Andrew EW-20 225' Headend Combiner Filterplexer MFC 9004S 5 Headend [***] Transmitter EMCEE TTS10HS 838 1 Headend [***] Transmitter EMCEE TTS10HS 839 1 Headend [***] Transmitter EMCEE TTS10HS 840 1 Headend [***] Transmitter EMCEE TTS10HS 841 1 Headend [***] Transmitter EMCEE TTS10HS 1317 1 Headend [***] Transmitter EMCEE TTS10HS 1318 1 Headend [***] Transmitter EMCEE TTS10HS 1319 1 Headend [***] Transmitter EMCEE TTS10HS 1320 1 Headend [***] Transmitter EMCEE TTS10HS 842 1 Headend [***] Transmitter EMCEE TTS10HS 843 1 Headend [***] Transmitter EMCEE TTS10HS 844 1 Headend [***] Transmitter EMCEE TTS10HS 845 1 Headend [***] Transmitter EMCEE TTS10HS 850 1 Headend [***] Transmitter EMCEE TTS10HS 851 1 Headend [***] Transmitter EMCEE TTS10HS 852 1 Headend [***] Transmitter EMCEE TTS10HS 853 1 Headend [***] Transmitter EMCEE TTS10HS 854 1 Headend [***] Transmitter EMCEE TTS10HS 855 1 Headend [***] Transmitter EMCEE TTS10HS 856 1 Headend [***] Transmitter EMCEE TTS10HS 857 1 Headend [***] Amplifier EMCEE TSA50HS 838 1 Headend [***] Amplifier EMCEE TSA50HS 839 1 Headend [***] Amplifier EMCEE TSA50HS 840 1 Headend [***] Amplifier EMCEE TSA50HS 841 1 Headend [***] Amplifier EMCEE TSA50HS 1317 1 Headend [***] Amplifier EMCEE TSA50HS 1318 1 Headend [***] Amplifier EMCEE TSASOHS 1319 1 Headend [***] Amplifier EMCEE TSA50HS 1320 1 Headend [***] Amplifier EMCEE TSA50HS 842 1 Headend [***] Amplifier EMCEE TSA50HS 843 1 Headend [***] Amplifier EMCEE TSA50HS 844 1 Headend [***] Amplifier EMCEE TSA50HS 845 1 Headend [***] Amplifier EMCEE TSA50HS 850 1 Headend [***] Amplifier EMCEE TSA50HS 851 1 Headend [***] Amplifier EMCEE TSA50HS 852 1 Headend [***] Amplifier EMCEE TSA50HS 853 1 Headend [***] Amplifier EMCEE TSA50HS 854 1 Headend [***] Amplifier EMCEE TSA50HS 855 1 Headend [***] Amplifier EMCEE TSA50HS 856 i Headend [***] Amplifier EMCEE TSA50HS 857 1 Headend [***] Upconverter Comwave 1751 1 Headend [***] Amplifier Comwave S Band 1751 1 Headend [***] Driver Comwave SDA 2500 11974 1 Headend [***] Amplifier Comwave SD 2500 11974 1 Headend [***] Scrambling GI/Tocom HVP 3 Headend [***] Satelite Receiver GI DSR4500 1 Headend Satelite Receiver SA POWERVU 1 Headend Satelite Receiver GI DSR4500 1 Headend Satelite Receiver SA POWERVU 1 Headend Satelite Receiver Standard AGILE 1 Headend Satelite Receiver Standard STANDARD 1 Headend Satelite Receiver Standard STANDARD 1 Headend Satelite Receiver Standard STANDARD 1 Headend Satelite Receiver Standard STANDARD 1 Headend Satelite Receiver Standard STANDARD 1 Headend Satelite Receiver SA POWERVU 1 Headend Satelite Receiver GI DSR4500 1 Headend Satelite Receiver GI DSR 4400X 1 Headend Satelite Receiver Standard STANDARD 1 Headend Satelite Receiver Standard STANDARD Headend Satelite Receiver Standard STANDARD 1 Headend Satelite Receiver Standard STANDARD 1 Headend Satelite Receiver Standard STANDARD 1 Headend Satelite Receiver Standard STANDARD Headend Satelite Receiver Standard STANDARD 1 Headend Satelite Receiver Standard STANDARD 1 Headend Satelite Receiver Standard STANDARD 1 Headend modulator Bindr long agll 1 Headend modulator SA 6340 21 Headend modulator Comwave TVM 102 2 Headend Satelite Receiver Learning sap gen 1 Headend Tuner Monroe 3000 1 Headend Receiver Monroe Cut tone 1 Headend Relay Monroe Aud/Vis 1 Headend Receiver MRC Ma-12x 2 Headend Satellite Dish Comtech Simuisat 1 Headend [***] UHF Antenna Local Scala Ch 27 1 Headend Generator Kohler 100R262 1 Headend AC Sun 42000 BTU 3 Headend Tower Rohn SSV 200' 1 Headend Building Rohn EST 1084 96 12' x 1 Headend Propane Tank Trinity 109624 190 Gal. 1 Headend TV Sony 19" 1 Headend Surge Suppresso DataSystem P24XAA 1 Headend Transfer Switch Kohler 1 Headend Rack EMCEE 72" 9 Headend Compessor Andrew MT 3000 1 Headend LoopCouplar MFC 9085 OdB Dw 1 Headend Site Lock EMCEE SLR 33 1 Headend Transmitter EMCEE TTS20 408 1 Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------------ ------------------- --------------- ---------------- ----- ------------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Antenna (Transmit) DIRECTIONAL Andrew HMD32VC N/A 1 Headend [***] Antenna (Transmit) OMNI Andrew HMD12V0-W N/A 1 Headend Antenna (Transmit) DIRECTIONAL Andrew HMD16VC-Q 1 Headend Waveguide Andrew EW-20 170 Headend Combiner Filterplexer ITS/Axcera 676D ADJACENT 7 [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1615E 1 Headend [***] Transmitter ITS/Axcera 1615E 1 Headend [***] Transmitter ITS/Axcera 1615E 1 Headend [***] Transmitter ITS/Axcera 1615E 1 Headend [***] Transmitter ITS/Axcera 1615E 1 Headend [***] Transmitter ITS/Axcera 1615E 1 Headend [***] Transmitter ITS/Axcera 1615E 1 Headend [***] Transmitter ITS/Axcera 1615E 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Transmitter ITS/Axcera 1750C 1 Headend [***] Scrambling GI/Tocom HVP 4 Headend [***] Satelite Receiver Drake DRAKE 1240 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver Blonder Tounge BLND TNG 6175 1 Headend [***] Satelite Receiver GI DSR4400 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver SA SA PWR VW 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver Drake DRAKE 1240 1 Headend [***] Demodulator DMD 141A 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver sa SA PWR VW 1 Headend [***] Satelite Receiver GI DSR4400X 1 Headend [***] Demodulator DM141A 1 Headend [***] Satelite Receiver Headend [***] Demodulator DM141A 1 Headend [***] Satelite Receiver GI DSR 4200V 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Demodulator DM141A 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satelite Receiver Standard STANDARD 1 Headend [***] Satellite Dish PATRIOT 3.7 1 Headend [***] Satellite Dish SAM I 2.5 1 Headend [***] Satellite Dish COMTECH 3 1 Headend [***] Satellite Dish COMTECH 3 1 Headend [***] Satellite Dish COMTECH 3 1 Headend [***] Satellite Dish SCI-ATL 3 1 Headend [***] UHF Antenna Local Scala CH 30 1 Headend Generator KATOLIGHT 12TC2A 1 Headend AC Timberline 42000 BTU 3 Headend </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------------ ------------------- --------------- ---------------- ----- ------------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Antenna (Transmit) Directional/ver Bogner B16SH-V 1 Headend [***] Antenna (Transmit) Directional/ver Bogner B16SD-V 1 Headend Waveguide Andrew LDF6-50 300' Headend Combiner Filterplexer 1 Headend Notch Filter Thales 3 Headend [***] Transmitter Agile Thales SBCA-50C 2 Headend [***] Transmitter Thales SDA 1500 1 Headend [***] Modulator Thales IRT 1000 1 Headend Reference Drawer Thales 2126 2 Headend [***] Rack ITS 72" 1 Headend Programmer Thales 4ch 2 Headend [***] Receiver Blndr Tongue CDSR-6198 2 Headend LNA Blndr Tongue DTV32 1 Headend Dish receive Blndr Tongue DS2078 1 Headend Switcher 2x4 Blndr Tongue DTV3x4 1 Headend </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- -------- ------------- ------------- ------------------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Tower 40' Rohn N/A N/A 1 N/A Headend [***] Transmit antenna 14.5DB gain Andrew HMD8VC-W05 N/A 2 N/A Headend Combiner A-group combiner ComWave 9004S-A 1 N/A Headend Combiner D-group combiner ComWave 9004S-D 1 N/A Headend Combiner E-group combiner ComWave 9004S-E 1 N/A Headend Combiner F-group combiner ComWave 9004S-F 1 N/A Headend Combiner G-group combiner ComWave 9004S-G 1 N/A Headend Combiner H-group combiner ComWave 9004S-H 1 N/A Headend Diplexer G2 A/V combiner Microwave 10759-G2 1 N/A Headend Diplexer G3 A/V combiner Microwave 10759-G3 1 N/A Headend Diplexer G4 A/V combiner Microwave 10759-G4 1 N/A Headend Transmitter /Agile 10 Watt COMWAVE SBSA-10 S4655 1 N/A Headend [***] Upconverter 10 Watt COMWAVE SB010MRC S1049 1 N/A Headend [***] Amplifier 10 Watt COMWAVE SB010MRC S1049 1 N/A Headend [***] Upconverter 10 Watt COMWAVE SB010MRC S1050 1 N/A Headend [***] Amplifier 10 Watt COMWAVE SBO10MRC S1050 1 N/A Headend [***] Transmitter 10 Watt COMWAVE SB010A S1907 1 N/A Headend [***] Upconverter 10 Watt COMWAVE SB010MRC S1052 1 N/A Headend [***] Amplifier 10 Watt COMWAVE SB010MRC S1052 1 N/A Headend [***] Transmitter 10 Watt COMWAVE SB010A-1 S3238 1 N/A Headend [***] Transmitter 10 Watt COMWAVE SB010A-1 S3122 1 N/A Headend [***] Transmitter 10 Watt COMWAVE SB010A-1 S3121 1 N/A Headend [***] Transmitter 10 Watt COMWAVE SB010A-1 S3124 1 N/A Headend [***] Transmitter 10 Watt COMWAVE SB010A S1863 1 N/A Headend [***] Transmitter 10 Watt COMWAVE SB010A S1864 1 N/A Headend [***] Transmitter 10 Watt COMWAVE SB010A S1065 1 N/A Headend [***] Transmitter 10 Watt COMWAVE SB010A S1866 1 N/A Headend [***] Transmitter 20 Watt EMCEE TTS20HS 488 1 N/A Headend [***] Transmitter 20 Watt EMCEE TTS20HS 489 1 N/A Headend [***] Transmitter 20 Watt EMCEE TTS20HS 490 1 N/A Headend [***] Transmitter 20 Watt EMCEE TTS20HS 491 1 N/A Headend [***] Transmitter 20 Watt COMWAVE SB010A S3238 1 N/A Headend [***] Transmitter 20 Watt ITS 1610E 3629071 1 N/A Headend [***] Transmitter 20 Watt ITS 1610E 3610071 1 N/A Headend [***] Transmitter 20 Watt ITS 1710 M18010 1 N/A Headend [***] Transmitter 20 Watt EMCEE TTS20HS 751 1 N/A Headend [***] Transmitter 20 Watt EMCEE TTS20HS 752 1 N/A Headand [***] Transmitter 20 Watt EMCEE TTS20HS 765 1 N/A Headend [***] Modulator Comwave Comwave TVM-102 S4719 1 N/A Headend [***] modulator Comwave Comwave TVM-102 S6503 1 N/A Headend [***] Modulator Comwave Comwave TVM-102 2674 1 N/A Headend [***] Modulator Catel Catel CTM20 300384 1 N/A Headend [***] Modulator Catel Catel CTM20 300316 1 N/A Headend [***] Modulator Emcee Emcee EM1 300576 1 N/A Headend [***] Modulator Emcee Emcee EM1 6750196 1 N/A Headend [***] Modulator IF S/A 6340 8817 1 N/A Headend [***] Modulator IF S/A 6340 9491 1 N/A Headend [***] Modulator IF S/A 6340 9494 1 N/A Headend [***] Modulator Comwave Comwave TVM-102 S2896 1 N/A Headend [***] Modulator ITS ITS ITS-1610E 3629071 1 N/A Headend [***] Modulator ITS ITS ITS-1610E 3610071 1 N/A Headend [***] Modulator ITS ITS ITS-1710 M18010 1 N/A Headend [***] Modulator IF S/A 6340 9485 1 N/A Headend [***] Modulator IF S/A 6340 8733 1 N/A Headend [***] Modulator IF S/A 6340 8787 1 N/A Headend [***] Modulator Catel Catel CTM20 802384- 1 N/A Headend [***] Modulator Catel Calel CTM20 80384-8 1 N/A Headend [***] Modulator Comwave Comwave TVM-102 301978 1 N/A Headend [***] Modulator RCA RCA CTM20 797 1 N/A Headend [***] Modulator Catel Catel CTM20 30089 1 N/A Headend [***] Modulator Comwave Comwave TVM-102 68119 1 N/A Headend [***] EAS Monroe Electr R177M Master 116943 1 N/A Headend [***] EAS Monroe Electr R177M Master 116944 1 N/A Headend [***] EAS Monroe Electr R177M Master 116945 1 N/A Headend [***] IRD S/A 9640 CC3500 1 N/A Headend [***] Sat. Recivers Standard IRD II 52U820 1 N/A Headend [***] Sat. Recivers Standard IRD II 52U820 1 N/A Headend [***] Sat. Recivers Standard IRD II 81U300 1 N/A Headend [***] IRD S/A Powervu DV3 3828801 1 N/A Headend [***] IRD S/A 9650 CE1S00 1 N/A Headend [***] IRD S/A 9650 CC3S00 1 N/A Headend [***] IRD S/A 9650 CE1S00 1 N/A Headend [***] Sat. Recivers Standard IRD II 58U940 1 N/A Headend [***] IRD S/A 9650 CL2S00 1 N/A Headend [***] IRD S/A 9650 CE1S00 1 N/A Headend [***] IRD S/A IRD II 52U820 1 N/A Headend [***] IRD S/A 9650 CE1S00 1 N/A Headend [***] IRD S/A 9650 CCFS00 1 N/A Headend [***] IRD S/A 9650 CL2S00 1 N/A Headend [***] Sat. Recivers Blonder Tong Vid. Cipher RS NO SER 1 N/A Headend [***] IRD S/A 9650 C62S00 1 N/A Headend [***] IRD S/A Vid. Cipher II Plu VE0S00 1 N/A Headend [***] IRD S/A 9650 CC3S00 1 N/A Headend [***] Sat. Recivers Drake Vid. Cipher II Plu 900248 1 N/A Headend [***] Sat Recivers Standard IRD II 81U300 1 N/A Headend [***] Demodulator Holland S/A HDM 8397813 1 N/A Headend [***] Demodulator Holland S/A HDM 8397682 1 N/A Headend [***] Demodulator Holland S/A HDM 7716516 1 N/A Headend [***] Off-Air Receive anten Unknown 1 Unknown N/A 1 N/A Headend Off-Air Receive anten Unknown 1 Unknown N/A 1 N/A Headend Low Noise UHF Pre-a N/A Blonder Tong 1264 1 N/A Headend A/C 5 ton Carrier 53QAB060-5 1 N/A Headend [***] A/C Window unit Kenmora 11800BTU 1 N/A Headend [***] A/C Window unit Fedders N/A 1 N/A Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ------------------ ------------------- --------------- ---------------- ----- ------------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Antenna (Transmit) DIRECTIONAL Andrew HMD12VP N/A 1 Headend [***] Antenna (Transmit) OMNI Andrew Headend Antenna (Transmit) DIRECTIONAL Andrew HMD12VP N/A 1 Headend Waveguide Andrew EW-20 200 Headend Combiner Filterplexer ITS/Axcera 676D ADJACENT 8 Headend [***] Transmitter ITS/Axcera Headend [***] Transmitter ITS/Axcera Headend [***] Transmitter ITS/Axcera 1610E M0134043 1 Headend [***] Transmitter ITS/Axcera 1610E M0135043 1 Headend [***] Transmitter ITS/Axcera 1720A 6146085 1 Headend [***] Transmitter ITS/Axcera 1720A 6147085 1 Headend [***] Transmitter ITS/Axcera 1720A 6148085 1 Headend [***] Transmitter ITS/Axcera 1720A 6149085 1 Headend [***] Transmitter ITS/Axcera 1720C 10005126 1 Headend [***] Transmitter ITS/Axcera 1720C 10006126 1 Headend [***] Transmitter ITS/Axcera 1610E M0136043 1 Headend [***] Transmitter ITS/Axcera 1610E M0137043 1 Headend [***] Transmitter ITS/Axcera 1720C 10001126 1 Headend [***] Transmitter ITS/Axcera 1720C 10002126 1 Headend [***] Transmitter ITS/Axcera 1720C 10003126 1 Headend [***] Transmitter ITS/Axcera 1720C 10004126 1 Headend [***] Transmitter ITS/Axcera 1610E M0138043 1 Headend [***] Transmitter ITS/Axcera 1610E M0139043 1 Headend [***] Transmitter ITS/Axcera 1610E M0140043 1 Headend [***] Transmitter ITS/Axcera 1610E M0141043 1 Headend [***] Transmitter ITS/Axcera 1610E 3448061 1 Headend [***] Transmitter ITS/Axcera 1610E 3449061 1 Headend [***] Transmitter ITS/Axcera 1610E 3450061 1 Headend [***] Transmitter ITS/Axcera 1610E 3451061 1 Headend [***] Transmitter TS/Axcera 1610E M0748123 1 Headend [***] Transmitter ITS/Axcera 1610E M0479123 1 Headend [***] Transmitter ITS/Axcera 1610E M0750123 1 Headend [***] Transmitter ITS/Axcera 1610E M0751123 1 Headend [***] Transmitter ITS/Axcera 1610E 3711081 1 Headend [***] Transmitter ITS/Axcera 1610E M0147043 1 Headend [***] Transmitter ITS/Axcera 1610E M0148043 1 Headend [***] Scrambling Gl/Tocom HVP 4 Headend [***] AML CABLE AML 3 CH. 1 Headend [***] Modulator Standard MOD 3 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] AML Cable AML AML 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] off air mod off air Mod off air 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] STL MRC 905900 1 Headend [***] AML Cable AML AML 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satelite Receiver DX DX Sat. DIR 657 1 Headend [***] Satellite Dish Simulsate ATCi 5.5 1 Headend [***] Satellite Dish Headend [***] Satellite Dish Headend [***] Satellite Dish Headend [***] Stero Generator Leamlnq MTS-2C 8 Headend Video Switcher Monroe MP-8 1 Headend Baseband Switch EAS R177M 4 Headend [***] Generator Kohler 45KW 1 Headend AC 5 TON Wall 2 Headend STL Dishes Andrew 6' 1 Headend Off Air Ant. Bogner quad array 1 Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- -------- ------------- ------------- ------------------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Transmit Omni Andrews HMD8VO-WNQ N/A 1 N/A Headend [***] Hardline 50' ANDREW 1 5/8" N/A 1 N/A Headend [***] Combiner A Axcera(ITS- ADC) ITS-685E none on combiners 1 N/A Headend [***] Combiner C Axcera(ITS- ADC) ITS-685E none on combiners 1 N/A Headend [***] Transmitter 20watts ITS (AXCERA) ADC-5522 15097 1 N/A Headend [***] Transmitter 20watts ITS (AXCERA) ADC-5522 15098 1 N/A Headend [***] Transmitter 20watts ITS (AXCERA) ADC-5522 15099 1 N/A Headend [***] Transmitter 20watts ITS (AXCERA) ADC-5522 15100 1 N/A Headend [***] Transmitter 20watts ITS (AXCERA) ADC-5522 15101 1 N/A Headend [***] Transmitter 20watts ITS (AXCERA) ADC-5522 15102 1 N/A Headend [***] Transmitter 20watts ITS (AXCERA) ADC-5522 15103 1 N/A Headend [***] Transmitter 20watts ITS (AXCERA) ADC-5522 15104 1 N/A Headend [***] Transmitter 20watts ITS (AXCERA) ADC-5522 2545 1 N/A Headend [***] Receiver dss DISH 1000 R0019844883/S000301515879 1 N/A Headend [***] Receiver dss DISH 1000 R0020199420/S000301508707 1 N/A Headend [***] Receiver dss DISH 1000 R0020591850/S000301507090 1 N/A Headend [***] Receiver dss DISH 1000 R0020594840/S000301515273 1 N/A Headend [***] Receiver dss DISH 1000 R0020597817/S000295252743 1 N/A Headend [***] Receiver dss DISH 1000 R0020590833/S000301507494 1 N/A Headend [***] Receiver dss DISH 1000 R0019604919/S000301516283 1 N/A Headend [***] Receiver dss DISH 1000 R0020591722/S000301495170 1 N/A Headend [***] Racks 72" unknow 21" wide N/A 1 N/A Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- ---------- ------------- ------------- ------------------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Antenna Transmit Horizontal Andrew HMD-12HO/w0.5 N/A 2 Windom Headend Wavegulde 315' ANDREW EW-20 N/A 2 Windom Headend Transition Jumpers 12' ANDREW 7/8" Air N/A Transition Jumpers 4' ANDREW 7/8" Air N/A 2 Windom Headend Connectors Wr340 to 7/8" Andrew Wr340 to 7/8" N/A 4 Windom Headend Combiner A-Group MFC 9004 N/A 1 Windom Headend [***] Combiner B-Group MFC 9004 N/A 1 Windom Headend [***] Combiner D-Group MFC 9004 N/A 1 Windom Headend [***] Combiner E-Group MFC 9004 N/A 1 Windom Headend [***] Combiner F-Group MFC 9004 N/A 1 Windom Headend [***] Combiner H-Group MFC 9004 N/A 1 Windom Headend [***] Transmitter 20W Comwave SB010A 8560 1 Windom Headend [***] Transmitter 20W Comwave SB010A 11826 1 Windom Headend [***] Transmitter 10W Comwave SB010A 1929 1 Windom Headend [***] Transmitter 10W Emcee TTS10HS 374 1 Windom Headend [***] Transmitter 10W Emcee TTS10HS 373 1 Windom Headend [***] Transmitter 10W Emcee TTS10HS 376 1 Windom Headend [***] Transmitter 10W Comwave SB010A 2893 1 Windom Headend [***] Transmitter 10W Comwave SB010A 3123 1 Windom Headend [***] Transmitter 10W Comwave SB010A 2707 1 Windom Headend [***] Transmitter 10W Comwave SB010-MRC 1314 1 Windom Headend [***] Transmitter 50W Comwave SB010-MRC 1876 1 Windom Headend [***] Transmitter 50W Comwave SB010-MRC 1877 1 Windom Headend [***] Transmitter 50W Comwave SB010-MRC 1878 1 windom Headend [***] Transmitter 50W Comwave SB010-MRC 1879 1 Windom Headend [***] Transmitter 5OW Comwave SB010-MRC 1880 1 Windom Headend [***] Transmitter 50W Comwave SB010-MRC 1881 1 Windom Headend [***] Transmitter 50W Comwave SB010-MRC 1882 1 Wlndom Headend [***] Transmitter 50W Comwave SB010-MRC 1883 1 Windom Headend [***] Transmitter 50W Comwave SB050B 3146 1 Windom Headend [***] Transmitter 6OW Comwave SB060B 3271 1 Wlndom Headend [***] Transmitter reference 50W Comwave SB050B 3273 1 Windom Headend [***] tray 10MHZ Comwave 3147 1 Windom Headend [***] Modulator IF Comwave TVM-102 8559 1 Windom Headend [***] Modulator IF Comwave TVM-103 11826 1 Windom Headend [***] Modulator IF Catel CTM-20 2895 1 Windom Headend [***] Modulator IF Catel CTM-20 1905 1 Windom Headend [***] Modulator IF Catel CTM-20 No# 1 Windom Headend [***] Modulator IF Catel CTM-20 6019 1 Windom Headend [***] Modulator IF Catel CTM-20 1458 1 Windom Headend [***] Modulator IF Comwave TVM-102 7214 1 Windom Headend [***] Modulator IF Catel CTM-20 No# 1 Windom Headend [***] Modulator IF Comwave TVM-102 3572 1 Windom Headend [***] Modulator IF Catel CTM-20 1876 1 Wlndom Headend [***] Modulator IF Catel CTM-20 1877 1 Wlndom Headend [***] Modulator IF Catel CTM-20 1878 1 Windom Headend [***] Modulator IF Catel CTM-20 1879 1 windom Headend [***] Modulator IF Catel CTM-20 1880 1 Windom Headend [***] Modulator IF Catel CTM-20 1881 1 Windom Headend [***] Modulator IF Catel CTM-20 1882 1 Windom Headend [***] Modulator IF Catel CTM-20 1883 1 Windom Headend [***] Modulator IF Comwave TVM-102 3146 1 Windom Headend [***] Modulator IF Comwave TVM-103 3271 1 Windom Headend [***] Modulator IF Comwave TVM-104 4600 1 Windom Headend [***] Demodulator IF Olsen ODT-2000 No# 1 Windom Headend [***] Enclosure General Instruments HVPIII D500000745343 1 Windom headend Enclosure General Instruments HVPIII 2151300042 1 Windom headend Encoding Cards General Instruments Data Card 28 Windom headend EAS Switcher Monroe R177m n/a 4 Windom Headend EAS Control Unit Hollywell M1P921S 2624 1 Windom headend EAS Printer Hollywell 9509-15577 d5h22254 1 Windom headend Sat Receivers STANDARD Agile IRD Windom Headend Sat Receivers STANDARD Agile IRD Windom Headend Sat Receivers STANDARD Agile IRD Windom Headend [***] Sat Receivers Sci Atl 8650 Windom Headend [***] Sat Receivers Sci Atl 9650 Windom Headend [***] Sat Receivers Sci Atl 9650 Windom Headend [***] Sat Receivers Sci Atl 9650 Windom Headend [***] Sat Receivers STANDARD MT-650 Windom Headend [***] Sat Receivers STANDARD MT-651 Windom Headend [***] Sat Receivers STANDARD MT-652 Windom Headend [***] Sat Receivers Sci Atl 9650 Windom Headend [***] Sat Receivers STANDARD MT-650 Windom Headend [***] Sat Receivers Sci Atl 9650 Windom Headend [***] Sat Receivers Sci Atl 9650 Windom Headend [***] Sat Receivers Sci Atl 9650 Windom Headend [***] Sat Receivers Sci Atl 9650 Windom Headend [***] Sat Receivers Sci Atl 9650 Windom Headend [***] Sat Receivers Gl ASR-1000 Windom Headend [***] Sat Receivers Sci Atl 9650 Windom Headend [***] Sat Receivers Sci Atl 9650 Windom Headend [***] Sat Dish 3.7M SA Windom Headend [***] Sat Dish 3.2M Macom Windom Headend [***] Sat Dish 3.2M Macom Windom Headend [***] Sat Dish 3.7M Patriot Windom Headend [***] Dehydrator Andrew MT-300 1809 1 Windom headend [***] Rack 72' N/A N/A N/A 8 Windom Headend monitoring Device Alpha Max DPS Alpha Max 82A 1 Windom Headend monitoring Device Alpha Max DPS Alpha Max UPS 1 Windom Headend A/C 3 Ton/ Condenser Weather Kinq 10AJA6001 6764 1 Windom Headend [***] A/C 3 Ton blower GMC A060-00 9504046370 1 Windom Headend [***] A/C 3 ton Bard WA 361 1 Windom Headend [***] A/C 1 Ton Carrier 51 CM 1 Windom Headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- -------- ------------- ------------- ------------------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Transmit Omni Andrews HMD12H N/A 1 N/A Headend [***] Transmit Omni Andrews HMD12H N/A 1 N/A Headend [***] Transmit Cardioid NSI 20SA90V N/A 1 N/A Headend [***] Waveguide 130' ANDREW EW-20 N/A 1 N/A Headend [***] Waveguide 130' ANDREW EW-20 N/A 1 N/A Headend [***] Hardline 150' ANDREW 1 5/8" N/A 1 N/A Headend [***] Combiner H Axcera(ITS- ADC) 1693D 4423032 1 N/A Headend [***] Combiner B Axcera(ITS- ADC) 1693D 12918 1 N/A Headend [***] Combiner D Axcera(ITS- ADC) 1694D M0347073 1 N/A Headend [***] Combiner F Axcera(ITS- ADC) 1994D 4465042 1 N/A Headend [***] Combiner A Axcera(ITS- ADC) 1694D 5146122 1 N/A Headend [***] Combiner C Axcera(ITS- ADC) 1694D M0346073 1 N/A Headend [***] Combiner E Axcera(ITS- ADC) 1694D 4463042 1 N/A Headend [***] Combiner G Axcera(ITS- ADC) 1694D 12917 1 N/A Headend [***] Diplexer A-1 Axcera(ITS- ADC) ITS-685E 5142122-A1 1 N/A Headend [***] Diplexer A-2 Axcera(ITS- ADC) ITS-685E 5143122-A2 1 N/A Headend [***] Diplexer A-3 Axcera(ITS- ADC) ITS-685E 5144122-A3 1 N/A Headend [***] Diplexer A-4 Axcera(ITS- ADC) ITS-685E 5145122-A4 1 N/A Headend [***] Diplexer B-1 Axcera(ITS- ADC) ITS-685E 12922-B1 1 N/A Headend [***] Diplexer B-2 Axcera(ITS- ADC) ITS-685E 12922-B2 1 N/A Headend [***] Diplexer B-3 Axcera(ITS- ADC) ITS-685E 12922-B3 1 N/A Headend [***] Diplexer B-4 Axcera(ITS- ADC) ITS-885E 12922-B4 1 N/A Headend [***] Diplexer C-1 Axcera(ITS- ADC) ITS-685E W0344073-C1 1 N/A Headend [***] Diplexer C-2 Axcera(ITS- ADC) ITS-685E M0345073-C2 1 N/A Headend [***] Diplexer C-3 Axcera(ITS- ADC) ITS-685E M0348073-C3 1 N/A Headend [***] Diplexer C-4 Axcera(ITS- ADC) ITS-685E M0349073-C4 1 N/A Headend [***] Diplexer D-1 Axcera(ITS- ADC) ITS-685E M0350073-D1 1 N/A Headend [***] Diplexer D-2 Axcera(ITS- ADC) ITS-685E M0351O73-D2 1 N/A Headend [***] Dlplexer D-3 Axcera(ITS- ADC) ITS-685E M0352O73-D3 1 N/A Headend [***] Diplexer D-4 Axcera(ITS- ADC) ITS-685E M0353073-D4 1 N/A Headend [***] Diplexer E-1 Axcera(ITS- ADC) ITS-685E 5974065-E1 1 N/A Headend [***] Diplexer E-2 Axcera(ITS- ADC) ITS-685E 5975065-E2 1 N/A Headend [***] Diplexer E-3 Axcera(ITS- ADC) ITS-685E 881607&E3 1 N/A Headend [***] Diplexer E-4 Axcera(ITS- ADC) ITS-685E 8818076-E4 1 N/A Headend [***] Diplexer F-1 Axcera(ITS- ADC) ITS-685E 4568042-F1 1 N/A Headend [***] Diplexer F-2 Axcera(ITS- ADC) ITS-685E 4569042-F2 1 N/A Headend [***] Diplexer F-3 Axcera(ITS- ADC) ITS-685E 4570042-F3 1 N/A Headend [***] Diplexer F-4 Axcera(ITS- ADC) ITS-685E 4571042-F4 1 N/A Headend [***] Diplexer G-1 Axcera(ITS- ADC) ITS-685E 12921-G1 1 N/A Headend [***] Diplexer G-2 Axcera(ITS- ADC) ITS-685E 12921-G2 1 N/A Headend [***] Diplexer G-3 Axcera(ITS- ADC) ITS-685E 12921-G3 1 N/A Headend [***] Diplexer G-4 Axcera(ITS- ADC) ITS-685E 12921-G4 1 N/A Headend [***] Diplexer H-1 Axcera(ITS- ADC) ITS-685E 4421032-H1 1 N/A Headend [***] Diplexer H-2 Axcera(ITS- ADC) ITS-685E 3462051-H2 1 N/A Headend [***] Diplexer H-3 Axcera(ITS- ADC) ITS-685E 4422032-H3 1 N/A Headend [***] Diplexer AGILE Axcera(ITS- ADC) ITS-685E 44264876-ag 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1610E 5139122-A2 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1610E 5140122-A3 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 161OE 5141122-A4 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12923-B1 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12924-B2 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12925-B3 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12926-B4 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1610E M0336073-C1 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1610E M0337073-C2 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 161QE M0338073-C3 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1610E M0339073-C4 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1610E M0340073-D1 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 161OE M0341073-D2 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1610E M0342073-D3 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 161OE M0343073-D4 1 N/A Headend [***] Transmitter 50W@20W ITS (AXCERA) FA1750 6366105 AGILE 1 N/A Headend [***] Transmitter 50W@20W ITS (AXCERA) 1750A 5971065-E2 1 N/A Headend [***] Transmitter 50W@20W ITS (AXCERA) 1750A 8B15076-E3 1 N/A Headend [***] Transmitter 50W@20W ITS (AXCERA) 1750A 8817075-E4 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12086-F1 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12087-F2 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12088-F3 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12089-F4 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12624-G1 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12625-G2 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12626-G3 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1720C 12627-G4 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 161OC 4419031-H1 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 1610C 3461051-H2 1 N/A Headend [***] Transmitter 20 Watts ITS (AXCERA) 161OC 4420032-H3 1 N/A Headend [***] Transmitter 50 Watts ITS (AXCERA) 1750 na 1 N/A Headend [***] controller Data Encoder Tra Pacmono Data Enco 56988 1 N/A headend [***] drawer Data Card Tray Pacmono Data Card 56988 5 N/A headend [***] </TABLE> [*** Confidential Treatment Requested]

[***] Equipment Inventory <TABLE> <CAPTION> Type Sub-Type Manufacturer Model or Spec Serial # Quan. Facility Channel ---- -------- ------------- ------------- ------------------------- ----- -------- ------- <S> <C> <C> <C> <C> <C> <C> <C> <C> TVRO Sat. Receiver IRD DX 775-A A0200FB36 1 IN THE CLEAR Headend [***] TVRO Sat. Receiver IRD DX 775-A A0200C475 1 A0200FB36 Headend [***] TVRO Sat. Receiver IRD DX 775-A 1536616-0 1 A0200C475 Headend [***] TVRO Sat. Receiver IRD SA 775-A A020C5F54 1 1536616-0 Headend [***] TVRO Sat. Receiver IRD DX 775-A A020C5F5C 1 A020C5F54 Headend [***] TVRO Sat. Receiver IRD DX 775-A A020BAC95 1 A020C5F5C Headend [***] TVRO Sat. Receiver IRD DX 775-A 2071339-3 1 A020BAC95 Headend [***] TVRO Sat. Receiver IRD SA 1500 A020B4DEB 1 2071339-3 Headend [***] TVRO Sat. Receiver IRD DX 1500 A02012452 1 A020B4DEB Headend [***] TVRO Sat. Receiver IRD DX 775A 311103489184 1 A02012452 Headend [***] TVRO Sat. Receiver IRD DX 4500 311121373005 1 311103489184 Headend [***] TVRO Sat. Receiver IRD DX 775A A020BF7EE 1 311121373005 Headend [***] TVRO Sat. Receiver IRD JER 775A IN THE CLEAR 1 A020BF7EE Headend [***] TVRO Sat. Receiver IRD DX 4400D O313742287230 1 IN THE CLEAR Headend [***] TVRO Sat. Receiver IRD DX 4400D 311097976254 1 O313742287230 Headend [***] TVRO Sat. Receiver IRD SA 4400D 51271 1 311097976254 Headend [***] TVRO Sat. Receiver IRD WEG MPEG-2 A0208DAF4 1 51271 Headend [***] TVRO Sat. Receiver IRD DX 775A 47891 1 A0208DAF4 Headend [***] TVRO Sat. Receiver IRD WEG 775A A020C529C 1 47891 Headend [***] TVRO Sat. Receiver IRD SA MPEG-2 2926205-2 1 A020C529C Headend [***] TVRO Sat. Receiver IRD SA 1500 A0208DD2B 1 2926205-2 Headend [***] TVRO Sat. Receiver IRD DX 4500 31372357039 1 A0208DD2B Headend [***] TVRO Sat. Receiver IRD GI 775A A02012401 1 31372357039 Headend [***] TVRO Sat. Receiver IRD DX 1500 A020C4D85 1 A02012401 Headend [***] TVRO Sat. Receiver IRD SA 1500 A20BF7F3 1 A020C4D85 Headend [***] TVRO Sat. Receiver IRD DX 775A 00031461068718 1 A20BF7F3 Headend [***] TVRO Sat. Receiver IRD DX 775A A0208DD1C 1 000314610687183 Headend [***] TVRO Sat. Receiver IRD DX 775A IN THE CLEAR 1 A0208DD1C Headend [***] TVRO Sat. Receiver Demod CADCO 1500 313868245096 1 IN THE CLEAR Headend [***] TVRO Sat. Receiver IRD DX 775A O315383528199 1 313868245096 Headend [***] TVRO Sat. Receiver IRD GI 775A O314104863085 1 0315383528199 Headend [***] TVRO Sat. Receiver IRD DX 2341 A0208ADA2 1 0314104863085 Headend [***] TVRO Sat. Receiver IRD DX 775A O315383528199 1 A0208ADA2 Headend [***] WINEGAURD 3 WINEGAURD 3 none 1 N/A Headend [***] PATRIOT 4 PATRIOT 4 none 1 N/A Headend [***] PATRIOT 4.5 PATRIOT 4.5 none 1 N/A Headend [***] WINEGAURD 4.5 WINEGAURD 4.5 none 1 N/A Headend [***] PATRIOT 4 PATRIOT 4 none 1 N/A Headend [***] PATRIOT 4.5 PATRIOT 4.5 none 1 N/A Headend [***] SA 4.5 SA 4.5 none 1 N/A Headend [***] SA 4.5 SA 4.5 none 1 N/A Headend [***] Racks 72" unknow 21" wide N/A 16 N/A Headend [***] Generator 40KW Winco unknown none 1 N/A Headend [***] UPS 30KW unknown unknown none 1 N/A Headend [***] A/C 5 unknown unknown none 1 N/A Headend [***] A/C 1 Window Units unknown none 3 N/A Headend [***] </TABLE> [*** Confidential Treatment Requested]

Schedule 7.1(b) Equipment Service Level Requirements [***] [*** Confidential Treatment Requested]

Schedule 7.5 Receive Site and Studio-Transmitter Link Obligations

SCHEDULE 9.1(F) FINANCING COMMITMENTS [Letter Attached]

SCHEDULE 9.2(C) NO VIOLATION None.

SCHEDULE 9.2(D) LITIGATION None.

SCHEDULE 9.2(e)(iii) PENDING FCC APPLICATIONS FOR SPRINT OWNED LICENSES [***] NONE SCHEDULE 9.2(e)(iii) PENDING FCC APPLICATIONS FOR SPRINT LEASED LICENSES [***] [*** Confidential Treatment Requested]

SCHEDULE 9.2(E)(IV) VALID AUTHORIZATIONS Pursuant to that certain Purchase Agreement dated August 20,1998, by and between American Telecasting Development, Inc. and [***] as amended by that certain First Amendment to Purchase Agreement dated January 4, 1999 (collectively, the "Partition Agreement"), American Telecasting Development, Inc., agreed to sell and thereby partition certain rights under its authorization for BTA [***] A copy of such Partition Agreement and the application to the FCC has been provided to Operator. [*** Confidential Treatment Requested]

SCHEDULE 9.2(E)(V) PRIMARY LEASE DEFAULTS The transmitters for channels [***] are inoperable. Sprint will repair the transmitters at its sole cost and expense, and will indemnify, defend and hold Operator harmless from any liabilities, claims, expenses and costs relating thereto or arising therefrom [*** Confidential Treatment Requested]

SCHEDULE 9.2(E)(VI) TOWER LEASE DEFAULTS Pursuant to an unwritten lease agreement, the [***] is using space on the tower for the purpose of translating and retransmitting its programming. The underlying ground lease prohibits the subletting of tower space without its consent. There is no record that consent to this sublease arrangement was obtained. Sprint will be responsible, at its sole cost and expense, for curing such default if one exists, and will indemnify, defend and hold Operator harmless from any liabilities, claims, expenses and costs relating thereto or arising therefrom. [*** Confidential Treatment Requested]

SCHEDULE 9.2(E)(VII) SPRINT INTERFERENCE CONSENTS For all Markets, the various Sprint Licensees may foe subject to the terms and conditions set forth in the form of document commonly known as the [***] For individual Markets, see attached pages: [***] [*** Confidential Treatment Requested]

SCHEDULE 9.2(E)(VIII) LICENSEE INTERFERENCE CONSENTS For all Markets, the various Third Party Licensees may be subject to the terms and conditions set forth in the form of document commonly known as the [***] Agreement. For individual Markets, see attached pages: [***] [*** Confidential Treatment Requested]

SCHEDULE 16 TOWER LEASES (SPRINT) [***] [*** Confidential Treatment Requested]

SCHEDULE 17.1(H) EXAMPLE OF PAID IN FEES This example is based on the computation of the Paid in Fees for the[***] Market assuming that the Recapture Closing takes nine months following the date on which the [***] Market becomes a Closed Market. This example assumes no Rejected Primary Leases. Initial Fee attributable to the [***] Market: Computed as: [***] (the MHz HH for [***]) divided by [***] (the Total MHz for al1 Proposed Spectrum as of the Effective Date), multiplied by [***] (the Initial Fee): [***] Market Closing Payment (from Schedule 6.3) [***] Monthly Fees: [***] Computed as [***] (from Schedule 6.3) multiplied by 9 months(1): [***] Primary Lease Fees: Computed as monthly minimums of [***]mo. multiplied by 9 months(2): [***] Paid In Fees (figure is a per MHz HH computation): Subtotal from above: [***] divided by [***] (MHz HH for all Proposed Spectrum in [***]) Market as of the Effective Date: [***] ---------- (1) In actual situation, Monthly Fees paid to Sprint may be less as Monthly Fees are paid no later than 30 days after the month in question. (2) Assumes the monthly minimums are the only amounts paid under the Primary Lease. In actual situation amount would reflect total amount actually paid under the Primary Lease. [*** Confidential Treatment Requested]

SCHEDULE 17.2(A) EXAMPLE OF COMPUTATION OF PUT PRICE FOLLOWING [***] This example is based on the computation of the Put Price for the [***] Market assuming that the Put Closing takes place on the [***] of the date on which the [***] Market becomes a Closed Market. This example assumes no Rejected Primary Leases, no Spectrum has been lost, and that Sprint is putting all Spectrum to Operator in the [***] Market. Put Subtotal: [***] (MHz HH for Put Spectrum) multiplied by [***] (Put Price per MHz HH): [***] Less: Market Closing Payment: [***] Initial Fee [***] (MHz HH for [***]) divided by [***] (MHz HH for all Proposed Spectrum) multiplied by [***] [***] Monthly Fees(1): 60 mo. @ [***] [***] 12 mo. @ [***] [***] Subtotal: [***] Primary Lease Fees(2): [***] 72 months multiplied by [***] [***] SUBTOTAL: [***] PUT PRICE: [***] ---------- (1) Monthly Fees paid to Sprint may be less as Monthly Fees are paid no later than 30 days after the month in question. (2) Assumes the monthly minimums are the only amounts paid under the Primary Lease. In actual situation amount would reflect total amount actually paid under the Primary Lease. [*** Confidential Treatment Requested]

EXHIBIT 10.29 SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is entered into by and between Bell Canada, a Canadian corporation incorporated under the Canada Business Corporations Act ("Bell Canada"), and Clearwire Corporation, a Delaware corporation ("Clearwire" or the "Company"). The Company and Bell Canada agree as follows: 1. SUBSCRIPTION FOR SHARES. Bell Canada agrees to subscribe for and the Company agrees to issue to Bell Canada 25,000,000 shares of the Class A Common Stock of Clearwire (the "Purchased Shares") on the terms and conditions set forth in this Agreement. 2. SUBSCRIPTION PRICE. The purchase price for the Purchased Shares shall be $4.00 per share for an aggregate subscription price of U.S. $100,000,000.00 (the "Purchase Price"). 3. PAYMENT OF PURCHASE PRICE. Bell Canada agrees to pay the aggregate Purchase Price for the Purchased Shares to Clearwire upon the Closing (as defined below). The Purchase Price shall be paid in immediately available funds by wire transfer to the Company in accordance with the wiring instructions provided by the Company. 4. CLOSING DATE. The closing of Bell Canada's purchase of the Purchased Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m. (Pacific time), on the date that is two business days following the termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), or at such other time and place as the Company and Bell Canada mutually agree upon, orally or in writing (which time and place are designated as the "Closing"). 5. CLEARWIRE CLOSING DELIVERIES. At the Closing, Clearwire shall deliver to Bell Canada the following documents: (a) a stock certificate representing the Purchased Shares, free and clear of all liens, registered in Bell Canada's name; (b) a certificate of good standing of Clearwire issued by the Delaware Secretary of State; (c) a certificate, executed by the Secretary of the Company, attaching thereto: (i) the Company's Certificate of Incorporation and Bylaws in effect on the date of this Agreement, and (ii) resolutions of the Board of Directors of the Company (x) authorizing the Transaction Agreements (as defined below) and the transactions contemplated thereby and (y) appointing Michael J. Sabia to the Board Directors of the Company effective immediately after the Closing; (d) a certificate, executed by an officer of the Company, certifying (i) that there has been no event or occurrence that has had a material adverse effect on the Company's business, properties, prospects or financial condition ("Material Adverse Effect"), (ii) either (A) that no Dilutive Issuance (as defined in the Side Agreement, which is defined below) has Page 1 - SUBSCRIPTION AGREEMENT

occurred since the date of this Agreement, or (B) if there has been a Dilutive Issuance during such period, the number of additional shares to be issued to Bell Canada at the Closing as a result of such Dilutive Issuance and how such number of additional shares was determined, and (iii) that, as of the Closing, the Purchased Shares are not subject to any preemptive rights under the Stockholders Agreement (as defined below); (e) the joinder agreement, attached as Exhibit A hereto (the "SA Joinder Agreement"), to that certain Amended and Restated Stockholders Agreement, dated as of March 16, 2004, between Clearwire and its stockholders (the "Stockholders Agreement"), executed by Clearwire; (f) the joinder agreement, attached as Exhibit B hereto (the "RRA Joinder Agreement"), to that certain Registration Rights Agreement between Clearwire and certain of its stockholders, dated March 16, 2004 (the "Registration Rights Agreement"), executed by Clearwire; (g) the Side Agreement, attached as Exhibit C hereto (the "Side Agreement"), dated as of the date of Closing, by and among Bell Canada, Clearwire and Eagle River Holdings, LLC, a Washington limited liability company ("ERH"), executed by Clearwire and ERH; (h) the Master Supply Agreement, attached as Exhibit D hereto (the "Master Agreement" and collectively with this Agreement, the Stockholders Agreement, the SA Joinder Agreement, the Registration Rights Agreement, the RRA Joinder Agreement and the Side Agreement, the "Transaction Agreements"), dated as of the date of Closing, by and between Bell Canada, BCE Nexxia Corporation, Clearwire and Clearwire, LLC, executed by Clearwire and Clearwire, LLC; and (i) a legal opinion of Davis Wright Tremaine LLP in the form attached hereto as Exhibit E. 6. BELL CANADA CLOSING DELIVERIES. At the Closing, Bell Canada shall deliver to Clearwire the following documents: (a) the Purchase Price in accordance with Section 3; (b) the Transaction Agreements, each executed by Bell Canada; (c) the Master Agreement executed by Bell Canada and BCE Nexxia Corporation; and (d) a certificate, executed by an officer of Bell Canada certifying that the representations and warranties of Bell Canada contained in Section 7 are true and correct in all material respects as of the Closing. 7. REPRESENTATIONS AND WARRANTIES OF BELL CANADA. Bell Canada represents and warrants to the Company that the following statements are true and correct on the date of this Agreement: Page 2 - SUBSCRIPTION AGREEMENT

(a) Bell Canada is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Bell Canada is not a "U.S. person" as that term is defined under Rule 902 of Regulation S promulgated under the Securities Act. Bell Canada is not acquiring the Securities for the account or benefit of any U.S. person. (b) The Purchased Shares subscribed for (the "Securities'") are being acquired by Bell Canada for investment purposes only, for Bell Canada's own account and not with the view to any resale or distribution thereof, and Bell Canada is not participating, directly or indirectly, in an underwriting of such Securities, and will not take, or cause to be taken, any action that would cause Bell Canada to be deemed an "underwriter" of such Securities as defined in Section 2(11) of the Securities Act. (c) Bell Canada acknowledges that Bell Canada has been offered an opportunity to ask questions of, and received answers from, Clearwire concerning the Company and its proposed investments, and that, to Bell Canada's knowledge, the Company has fully complied with any request for such information. (d) Bell Canada has been furnished Clearwire's Disclosure Memorandum, dated March 4, 2005 (the "Disclosure Memorandum"), the exhibits thereto and any other documents which may have been made available upon request (collectively, the "Offering Documents"). Bell Canada has carefully read the Offering Documents and understands and has evaluated the risks of a purchase of the Securities, including the risks set forth in the Offering Documents under "Risk Factors". (e) Bell Canada has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, is able to bear such risks, and has obtained, in Bell Canada's judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Securities. Bell Canada has evaluated the risks of investing in the Company and has determined that the Securities are a suitable investment for Bell Canada. (f) Bell Canada has full power and authority to enter into this Agreement and to perform its obligations hereunder. (g) Neither the Company nor any person acting on the Company's behalf has offered, offered to sell, offered for sale or sold the Purchased Shares to Bell Canada by means of any form of general solicitation or general advertising. (h) The execution, delivery and performance by Bell Canada of this Agreement and the other Transaction Agreements are within Bell Canada's powers, have been duly authorized, will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Bell Canada is a party or by which Bell Canada is bound, and will not violate any provisions of the incorporation papers, bylaws, or stockholders agreement, as may be applicable, of Bell Canada. The signature of Bell Canada on the Transaction Agreements is genuine, and the Transaction Agreements constitute legal, valid and binding obligations of Bell Canada, enforceable in accordance with their terms. Page 3 - SUBSCRIPTION AGREEMENT

(i) Bell Canada is not relying on the Company with respect to tax and other economic considerations involved in this transaction. Bell Canada acknowledges that Bell Canada has been advised by the Company to consult with its tax or financial consultants prior to entering into this Agreement. (j) This Agreement has been executed by Bell Canada outside the "United States" (as defined in Rule 902(1) of Regulation S). Bell Canada is acquiring the Securities in an "offshore transaction" (as defined in Rule 902(h) of Regulation S). The Securities were not offered to Bell Canada in the United States and at the time of execution of this Agreement and the time of any offer to Bell Canada to purchase the Securities hereunder, Bell Canada was physically outside of the United States. 8. REPRESENTATIONS AND WARRANTIES OF CLEARWIRE. Clearwire represents and warrants to Bell Canada that, except as set forth on the Schedules attached to this Agreement, each of which shall be deemed to be an exception to or exclusion from only the particular representation and warranty against which it is listed (unless it is readily apparent from a reading of the disclosure that such disclosure is applicable to other representations and warranties), whether or not the listed representation and warranty includes a reference to such Schedule, and which exceptions (and all other disclosures) set forth in the Schedules shall be deemed to be representations and warranties of Clearwire, the following statements are true and correct on the date of this Agreement. Any reference to the knowledge of any person shall mean the actual knowledge, information and belief of such person after making reasonable inquiry of such person's Chief Executive Officer, Chief Operating Officer and each Executive Vice President. For each of these executives, reasonable inquiry shall mean checking with their direct reports. In addition, for purposes of these representations and warranties, the term "the Company" shall include any entity in which Clearwire owns more than 50% of the outstanding equity interests and which has assets of $10,000,000 or more as of the date hereof, including, without limitation, the following: NextNet Wireless, Inc.; Clearwire International LLC; Clearwire, LLC; Clearwire Technologies Inc. and Fixed Wireless Holdings, LLC (the "Subsidiaries"). The term "Clearwire" shall mean Clearwire Corporation (excluding its Subsidiaries). (a) The execution, delivery and performance by Clearwire of this Agreement and the other Transaction Agreements are within Clearwire's powers, have been duly authorized, will not constitute or result in a breach or default or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Clearwire is a party or by which Clearwire is bound, and will not violate any provisions of the Certificate of Incorporation, Bylaws, or Stockholders Agreement of Clearwire. The signature of Clearwire on the Transaction Agreements is genuine, and the Transaction Agreements constitute legal, valid and binding obligations of Clearwire, enforceable in accordance with their terms. (b) The Company is duly incorporated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation or formation, as applicable, and is in good standing under such laws. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. The Company has full power and authority: Page 4 - SUBSCRIPTION AGREEMENT

(i) to own its properties and assets; (ii) to carry on its business as presently conducted; and (iii) to enter into the Transaction Agreements and to perform its obligations thereunder, including the issuance, sale and delivery of the Purchased Shares. (c) Copies of all Board of Directors and stockholder meeting minutes and consent actions of Clearwire have been made available to Bell Canada. These copies are true and complete copies of all resolutions evidencing actions taken by the Board of Directors and stockholders of Clearwire since its date of incorporation. (d) Clearwire does not own or control, directly or indirectly, any Subsidiaries other than those listed in Schedule 8(d) attached hereto, and the shares of the capital stock or membership interests, as applicable, of these Subsidiaries owned by Clearwire are duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all liens, charges, claims and encumbrances imposed by or through such Subsidiaries. (e) The authorized capital stock of Clearwire and the shares of capital stock of Clearwire issued and outstanding are as set forth on Schedule 8(e) attached hereto. All of the outstanding shares of the capital stock of Clearwire are duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all liens, charges, claims and encumbrances imposed by or through Clearwire. The Purchased Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all liens, charges, claims and encumbrances imposed by or through Clearwire. Additionally, the Purchased Shares are free of restrictions on transfer other than restrictions on transfer under this Agreement, the Stockholders Agreement and the Side Agreement and under applicable state and federal securities laws. The outstanding securities of Clearwire are owned by the stockholders, optionholders and securityholders and in the numbers specified in Schedule 8(e) attached hereto. (f) Other than as disclosed in Schedule 8(f) attached hereto, the Company does not have, is not bound by, and has no obligation to grant or enter into, any outstanding subscriptions, options, warrants, rights (including without limitation conversion or preemptive rights), calls, commitments, or agreements of any character calling for it to issue, deliver, or sell, or cause to be issued, delivered, or sold, any shares or any other equity securities or equity securities convertible into, exchangeable for, or representing the right to subscribe for, purchase, or otherwise acquire any shares or any other equity securities in the capital of the Company. Other than the Stockholders Agreement and the Side Agreement and as disclosed in Schedule 8(f), the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (g) Other than as disclosed in Schedule 8(g) attached hereto, the Company: Page 5 - SUBSCRIPTION AGREEMENT

(i) has no outstanding obligations, contractual or otherwise, to repurchase, redeem, or otherwise acquire any shares or other equity securities in the capital of the Company; and (ii) is not a party to or bound by any agreement or instrument under which any person has the right to require it to effect, or to include any securities held by such person in, any registration under any securities legislation or to distribute any such securities to the public. (h) All of the outstanding shares of capital stock of Clearwire were offered, issued, and sold in compliance in all material respects with all applicable federal and state securities laws. Assuming the accuracy of the representations of Bell Canada in Section 7, upon the closing of the transactions contemplated hereby, the Purchased Shares will have been offered, issued and sold in compliance with all applicable federal, state and provincial securities laws. (i) Except(i) as disclosed in Schedule 8(i) attached hereto, and (ii) for filings required under the HSR Act, no consent, approval, authorization, declaration, filing, or registration with any governmental authority, regulatory authority or other party is required to be made or obtained by Clearwire in connection with: (i) the execution and delivery of any of the Transaction Agreements; or (ii) the performance by the Company of its obligations under the Transaction Agreements. (j) The Company owns its property and assets, including without limitation the property and assets reflected in the unaudited balance sheet of Clearwire dated September 30, 2004, free and clear of all mortgages, liens, licenses, security interests and other encumbrances, except such encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to the property and assets it leases (including without limitation BRS and EBS spectrum), the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets, except with respect to leases which the termination of or loss of rights under would, in the aggregate, not have a Material Adverse Effect. (k) To the Company's knowledge, the Company has timely filed all returns, declarations, reports, and information statements ("Returns") required to be filed in respect of any and all material Taxes (as defined below). Such Returns are true, correct, and complete in all material respects. The Company has paid all material Taxes due and payable on a timely basis, whether or not shown on such Returns, except those material Taxes contested by the Company in good faith that are listed in Schedule 8(k) attached hereto. The provision for Taxes of the Company as shown in the Financial Statements (as defined below) is adequate for material Taxes due or accrued as of the date of the Financial Statements. The Company has not elected Page 6 - SUBSCRIPTION AGREEMENT

pursuant to section 1362(a) of the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an S corporation, and the Company has not made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or as proposed to be conducted, or any of its properties or material assets. None of the Company's Returns has ever been audited by any applicable governmental authority, and there is no current audit, action, suit, proceeding, or deficiency proposed or assessed against the Company with respect to material Taxes. The Company has not executed any waiver of any statute of limitations on the assessment or collection of any material Taxes. Since the date of the Financial Statements, the Company has not incurred any material Taxes other than in the ordinary course of business, and the Company has made adequate provisions on its books of account for all material Taxes with respect to its business, properties and operations for such period. There are no liens for material Taxes upon any of the assets of the Company, except liens for material Taxes not yet due and payable. The Company has withheld and collected all material Taxes required to be withheld or collected under the Code or other applicable law, and has paid such material Taxes to the proper governmental authority, all on a timely basis. Pursuant to section 1.897-2(h)(1)(i) of the Treasury Regulations, the Company represents under penalty of perjury that the Purchased Shares are not a "United States real property interest," as defined in section 897(c) of the Code, and the Company has filed or will timely file with the Internal Revenue Service all statements that are required to be filed under section 1.897-2(h) of the Treasury Regulations. For purposes of this Agreement, the term "Taxes" means all charges, fees, levies, or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, social security, unemployment, excise, estimated, severance, stamp, occupation, property, or other taxes, together with all interest and penalties on such taxes. (l) Except as disclosed in Schedule 8(1) attached hereto, no litigation, arbitration, action, suit, proceeding, or investigation (whether conducted by or before any judicial or regulatory body, arbitrator, or other person) is pending or, to the knowledge of the Company, currently threatened or contemplated, against the Company, nor is there any basis therefore known to the Company that would reasonably be expected to have individually or in the aggregate a Material Adverse Effect. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or that the Company currently intends to initiate. (m) Except as set forth on Schedule 8(m) attached hereto, there are no agreements, understandings or proposed actions between the Company and any of its officers, directors, stockholders, affiliates, or any affiliate thereof. Except as set forth on Schedule 8(m) attached hereto, there are no binding agreements, instruments or contracts to which the Company is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments to the Company in excess of, $1,000,000, (ii) the acquisition, lease, sublease, license, transfer or assignment of BRS or EBS spectrum, (iii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, other than standard end-user object code license agreements, or (iv) provisions that in the aggregate materially restrict or affect the development, manufacture or distribution of the Company's products or services. Except as set Page 7 - SUBSCRIPTION AGREEMENT

forth on Schedule 8(m) attached hereto, the Company has not (W) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (X) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $1,000,000 or, in the case of indebtedness and/or liabilities individually less than $1,000,000, in excess of $2,000,000 in the aggregate, (Y) made any loans or advances to any person, other than ordinary advances for travel or other out-of-pocket expenses, or (Z) sold, exchanged or otherwise disposed of any of its material assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of this Section 8(m), all indebtedness, liabilities, binding agreements, instruments and contracts involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of this Section 8(m). Each agreement, instrument, contract, judgment, order, writ and decree set forth on Schedule 8(m) attached hereto to which Clearwire is a party is a valid, binding and enforceable obligation of the Company, and to the knowledge of the Company, of the other party or parties thereto, and is in full force and effect. To the knowledge of the Company, each agreement, instrument, contract, judgment, order, writ and decree set forth on Schedule 8(m) attached hereto to which each of the Subsidiaries is a party is a valid, binding and enforceable obligation of such Subsidiary and of the other party or parties thereto, and is in full force and effect. Neither the Company, nor to the knowledge of the Company, any other party thereto, is, or is considered by any other party thereto to be, in breach of or non-compliance with any term of any agreement, instrument, contract, judgment, order, writ and decree set forth on Schedule 8(m) attached hereto (nor, to the knowledge of the Company, is there any basis for any of the foregoing) that could result in the termination of such agreement, instrument or contract or in a Material Adverse Effect. (n) Except as disclosed in Schedule 8(n) attached hereto, no employee, officer, director or stockholder of the Company or member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses. (o) None of this Agreement (including and as qualified by all exhibits and schedules hereto), the Disclosure Memorandum (including all exhibits and schedules thereto), the Transaction Agreements or any other written statements or certificates made directly by the Company in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made. (p) To the knowledge of the Company, the Company has sufficient title and ownership of all patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for its business as now conducted, without any conflict with or infringement of the rights of others. To the knowledge of the Company, the Company is not in violation of, or by conducting its business as presently or proposed to be conducted, would violate, any technology licenses to which the Company is a party to, including without limitation, any software licenses or open source licenses. Schedule 8(p) attached hereto contains a complete list of all patents, pending patent applications, trademarks and pending trademark applications of the Company. Except as set forth on Page 8 - SUBSCRIPTION AGREEMENT

Schedule 8(p) attached hereto, the Company owns all of such patents, pending patent applications, trademarks and pending trademark applications free and clear of all mortgages, liens, licenses, security interests and other encumbrances. To the knowledge of the Company, the Company is not in violation of or, by conducting its business as presently or proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. (q) To the knowledge of the Company, the wireless broadband services offered by the Company have not experienced (i) any failures related to the continuous provision of service, (ii) any breaches of security or (iii) any instances of hacking, in each instance that have had a Material Adverse Effect. Further, the Company has no knowledge of (a) any likely failures related to the continuous provision of service, (ii) any likely source of security breach, or (iii) any likely source of vulnerability for hacking, in each instance that could have a Material Adverse Effect. (r) The Company has delivered to Bell Canada its audited financial statements (balance sheet and income statement, statement of shareholders' equity and statement of cash flows) as of December 31, 2003 and for the fiscal year then ended and unaudited financial statements (balance sheet and income statement) as of September 30, 2004 and for the nine months then ended (the "Financial Statements"). The Financial Statements (i) are in accordance with the books and records of the Company (which are true and complete in all material respects), and (ii) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except that the unaudited Financial Statements do not contain all footnotes and other disclosures required by generally accepted accounting principles. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal audit adjustments with respect to the September 30, 2004 Financial Statements. Except as set forth in the Financial Statements or on Schedules 8(s) or 8(u), the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2004, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of the Company. (s) Schedule 8(s) attached hereto identifies all material outstanding loans, debts, notes, mortgages, indentures, security agreements, commitments and other obligations of the Company individually in excess of $1,000,000 or, in the case of such obligations individually less than $1,000,000, in excess of in the aggregate $2,000,000 (collectively, the "Obligations"). To the Company's knowledge, except as disclosed in Schedule 8(s) attached hereto, the Company is not in default under (and has not received any notice that it has breached or committed any material default under) any of the Obligations, and no event or condition has occurred which, with the lapse of time or the giving of notice, or both, would constitute such a default. (t) To the knowledge of the Company, the Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now Page 9 - SUBSCRIPTION AGREEMENT

being conducted by it, and the Company believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted. To the knowledge of the Company, the Company is not in default in any respect under any of such franchises, permits, licenses or other similar authority. (u) Except as set forth on Schedule 8(u) attached hereto, since September 30, 2004 there has not been: (i) any material change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements that has had a Material Adverse Effect; (ii) any damage, destruction or loss, whether or not covered by insurance, that has had or is expected to have a Material Adverse Effect; (iii) any waiver, compromise or default by the Company of a valuable right or of a material debt or obligation owed to it; (iv) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company; (v) any transfer of or granting of any security interest in any material asset of the Company; or (vi) any material agreement or commitment by the Company to do any of the things described in this Section 8(u). (v) To the Company's knowledge, the Company is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, and no material expenditures are or will be required in order to comply with any such existing statute, law or regulation. During the period that the Company has owned, licensed or leased its properties and facilities, (a) there have been no disposals, releases or threatened releases of Hazardous Materials (as defined below) from such properties or facilities, (b) neither the Company nor, to the Company's knowledge, any third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials. The Company has no knowledge of any presence, disposals on, or releases or threatened releases of Hazardous Materials from, or under any of such properties or facilities, which may have occurred prior to the Company having taken possession of any of such properties or facilities. For the purposes of this Section 8(s), the terms "disposal," "release," and "threatened release" shall have the definitions assigned thereto by the Comprehensive Environmental Response, Compensation and Liability Act of 1980. 42 U.S.C. Section 9601 et seq., as amended ("CERCLA"). For the purposes of this Section 8(s), "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste which is regulated under, or defined as a "hazardous substance," "pollutant," "contaminant," "toxic chemical," "hazardous material," "toxic substance," or "hazardous chemical" under Page 10 - SUBSCRIPTION AGREEMENT

(i) CERCLA; (ii) the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 11001 et seq.; (iii) the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101, et seq.; (iv) the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; (v) the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq.; (vi) regulations promulgated under any of the above statutes; or (vii) any applicable state or local statute, ordinance, rule, or regulation that has a scope or purpose similar to those statutes identified above. (w) Except as disclosed in Schedule 8(w) attached hereto and for rights granted under the Registration Rights Agreement, the Company has not granted or agreed to grant any registration rights, including without limitation any piggyback or demand rights, to any person or entity. (x) Except as set forth in Schedule 8(x) attached hereto, the Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Company's knowledge, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the Company's knowledge, threatened, nor is the Company aware of any labor organization activity involving its employees. To the Company's knowledge, the Company has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. (y) Except as disclosed in Schedule 8(y) attached hereto, the Company is not party to or bound by any currently effective employment or consultancy contracts involving payments by the Company in excess of $350,000 per annum, excluding discretionary bonuses, deferred compensation agreements, bonus plans, incentive plans, profit sharing plans, retirement agreements or plans, pension plans or other employee compensation arrangements. Except as disclosed in Schedule 8(y) attached hereto, and subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at the will of the Company. (z) Except as disclosed in Schedule 8(z) attached hereto, each current officer, employee and consultant of the Company and, to the Company's knowledge, each former officer, employee and consultant that contributed to the intellectual property currently being used by the Company has executed in the Company's favor a standard agreement regarding confidentiality and proprietary information used by the Company and assignment of intellectual property rights in favour of the Company. To the Company's knowledge, none of its current or former employees, officers and consultants is in violation thereof. No such person has excluded works or intellectual property rights made prior to his or her employment or other contractual relationship with the Company from his or her assignment of inventions pursuant to such agreement. Subject to any limitations on such vesting imposed by applicable law, full title and ownership of all inventions and proprietary rights, processes or methods developed or invented by any and all employees and consultants during the period of their employment and/or consultancy and resulting directly or indirectly from their work for the Company vest in the Company pursuant to each such agreement. The Company does not believe it is or will be Page 11 - SUBSCRIPTION AGREEMENT

necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to or outside the scope of their employment by the Company. (aa) The Company holds the Federal Communications Commission ("FCC") licenses, permits and authorizations set forth on Schedule 8(aa) attached hereto (the "FCC Authorizations"). (bb) To the Company's knowledge, except as set forth on Schedule 8(bb), the FCC Authorizations are in full force and effect and have not been revoked, suspended, cancelled, rescinded or terminated and have not expired, except where renewal applications are currently pending. To the Company's knowledge, there is not pending or threatened any action by or before the FCC to revoke, suspend, cancel, rescind or modify any of the FCC Authorizations (other than proceedings to amend FCC rules of general applicability), and there is not now issued or outstanding or pending or threatened, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint against the Company or any of its subsidiaries or any System. Neither the Company nor any of its subsidiaries is aware of any facts and has received no notice or communication, formal or informal, indicating that the FCC is considering revoking, suspending, cancelling, rescinding or terminating any FCC Authorization. (cc) To the Company's knowledge, all material reports and filings required to be filed by the Company with the FCC have been timely filed, and all such reports and filings are accurate and complete. To the Company's knowledge, all regulatory fees required to be paid by the Company to the FCC have been timely filed and paid. (dd) The Systems include wireless systems operating in whole or in part on BRS, EBS, or other spectrum licensed by the FCC to third parties (each a "Lessor") and used or leased by the Company under certain spectrum leases, capacity use agreements or other similar arrangements between the Company (or subsidiaries of the Company) and the Lessors (each a "Spectrum Lease"). Except for Spectrum Leases grandfathered under the Commission's rules, Clearwire believes each Spectrum Lease complies with the FCC's rules, including but not limited to Sections 1.9020 and 1.9030, and otherwise complies with the Communications Laws. Except for Spectrum Leases grandfathered under the Commission's rules, Clearwire believes each Spectrum Lease constitutes either a "manager" lease (each a "Manager Lease") or a "de facto transfer" Lease (each a "Transfer Lease") as described in the FCC's rules. (ee) To the extent required under the FCC's rules and except for Spectrum Leases grandfathered under the FCC's rules, the Company (or its applicable subsidiary) has timely filed each Manager Lease with the FCC. To the extent required under the FCC's rules and except for Spectrum Leases grandfathered under the FCC's rules, the Company (or its applicable subsidiary) has filed for and is awaiting (and the FCC Authorizations will include) FCC consent to each Transfer Lease. To the knowledge of the Company, (i) each Lessor holds all FCC licenses, permits and authorizations (the "Lessor Licenses") necessary to operate the License that is subject to the Spectrum Lease to which it is a party, (ii) the representations and warranties set forth in Section 8(bb) are true and correct with respect to the Lessor Licenses, and the representations and warranties set form in Section 8(cc) are true and correct with respect to the Lessors, and (iii) the representations and warranties made by the Lessors under the Spectrum Page 12 - SUBSCRIPTION AGREEMENT

Leases are true and correct. Each Spectrum Lease is set forth on Schedule 8(ee) and identified as a grandfathered Lease, a Manager Lease or a Transfer Lease. 9. RESTRICTED SECURITIES. Bell Canada understands that the Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Bell Canada's representations as expressed herein. Bell Canada understands that the Securities are "restricted securities" under applicable U.S. federal and state securities laws, and Bell Canada agrees not to transfer the Securities unless the transfer of the Securities is made (i) in accordance with the provisions of Regulation S under the Securities Act, (ii) pursuant to an effective registration under the Securities Act and qualification under any applicable state securities laws, or (iii) pursuant to an available exemption from such registration and qualification requirements. Bell Canada further agrees not to engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act. Bell Canada acknowledges that the Company has no obligation to register or qualify the Securities for resale except as set forth in the Registration Rights Agreement and that the Company is required to refuse to register any transfer not made in accordance with the provisions of this Section 9. Bell Canada further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of Bell Canada's control, and which the Company is under no obligation and may not be able to satisfy. Bell Canada also acknowledges that the certificates representing the Securities shall bear the restrictive legends required under applicable federal and state securities laws and the Stockholders Agreement. The provisions of this Section 9 shall survive the Closing. 10. STOCKHOLDERS AGREEMENT; SIDE AGREEMENT. Bell Canada and Clearwire acknowledge and agree that the Purchased Shares shall be subject to all of the terms of the Stockholders Agreement and the Side Agreement, including, among other provisions, the restrictions on transfer and confidentiality obligations set forth therein. Bell Canada and Clearwire also agree that, in the event of a conflict, the terms set forth in this Agreement and in the Side Agreement will prevail over the provisions set forth in the Stockholders Agreement. In the event there is a conflict between this Agreement and the Side Agreement, the Side Agreement will prevail. Bell Canada further agrees, on the date hereof, to sign the SA Joinder Agreement and to become bound by the terms and conditions of the Stockholders Agreement. The provisions of this Section 10 shall survive the Closing. 11. REGISTRATION RIGHTS AGREEMENT. At the Closing, Bell Canada shall become a party to the Registration Rights Agreement, by executing the RRA Joinder Agreement. 12. SIDE AGREEMENT AND MASTER AGREEMENT. At the Closing, Bell Canada and Clearwire shall enter into the Side Agreement and the Master Agreement. 13. SURVIVAL OF WARRANTIES. Except as otherwise provided herein, the warranties, representations and covenants of the Company and Bell Canada contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of one (1) year following the Closing. Notwithstanding the foregoing, nothing in this PAGE 13 - SUBSCRIPTION AGREEMENT

Section 13 shall be construed to extend the representations, warranties and covenants contained herein beyond the period set forth in the applicable statute of limitations. 14. INDEMNITY. Bell Canada and Clearwire will indemnify and hold each other, as well as their respective officers, directors, stockholders, agents, attorneys and affiliates (the "Indemnified Parties") harmless from and against, and will reimburse the Indemnified Parties for, any and all losses, damages, debts, liabilities, obligations, judgments, orders, awards, writs, injunctions, decrees, fines, penalties, taxes, costs or expenses (including but not limited to any legal and accounting fees and expenses) ("Losses") arising out of or based upon any false representation or warranty or breach or failure by Bell Canada or Clearwire, as the case may be, to comply with any covenant or agreement made by Bell Canada or Clearwire, as the case may be, in this Agreement or in any other document furnished by Bell Canada or Clearwire, as the case may be, to the other in connection with this Agreement (excluding the other Transaction Agreements). 15. REQUIRED FILINGS; COOPERATION. As promptly as practicable but in no event more than five (5) days after the date of this Agreement, each of Clearwire and Bell Canada will make all filings required to be made by them in order to complete the transactions contemplated under this Agreement (including all filings under the HSR Act). Between the date of this Agreement and the Closing, each party will (a) cooperate with the other party with respect to all filings that such other party elects to make or is required by applicable laws to make in connection with the transactions contemplated under this Agreement, and (b) cooperate with the other party, including taking all actions reasonably requested by such other party, to cause early termination of any applicable waiting period under the HSR Act. 16. REVOCABILITY. Bell Canada and Clearwire understand and agree that neither party may cancel, terminate, or revoke this Agreement. 17. NOTICE. Any notices or other communications in connection herewith shall be sufficiently given if sent by registered or certified mail, postage prepaid, or by facsimile transmission, and: (i) if to the Company, at Clearwire Corporation 5808 Lake Washington Blvd. NE, Suite 300 Kirkland,WA 98033 Facsimile No: 425-216-7900 Attn: Vice President, Legal Affairs With a copy to: 2300 Carillon Point Kirkland, WA 98033 Facsimile No: 425-828-8061 Attn: Benjamin G. Wolff, Executive Vice President, Global Corporate Development Page 14 - SUBSCRIPTION AGREEMENT

(ii) if to Bell Canada, at Bell Canada 1000, De La Gauchetiere West, Suite 3700 Montreal, Quebec H3B4Y7 Facsimile No: 514-870-4877 Attn: Chief Legal Officer, Bell Canada with copy by email to: Scott Thomson, Vice-President - Mergers & Acquisitions at: scott.thomson@bell.ca; and - and to - Michel Lalande, Vice-President-General Counsel at: michel.lalande@bell.ca or at such other address as either Bell Canada or the Company shall designate to the other by notice in writing. 18. ASSIGNABILITY; SUCCESSORS AND ASSIGNS. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 19. MODIFICATION. Neither this Agreement nor any provision hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought. 20. ENTIRE AGREEMENT. This Agreement, the Transaction Agreements and the documents referred to herein and therein constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and no party shall be liable or bound to any other party in any manner by any warranties, representations, covenants or agreements except as specifically set forth herein or therein. 21. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware and, to the extent it involves any United States statute, in accordance with the laws of the United States. 22. FINDERS' FEES. Except as provided otherwise in Schedule 22 attached hereto, each party represents that it neither is nor will be obligated for any finders' fees or commissions in connection with this Agreement or the transactions contemplated hereby. Bell Canada agrees Page 15 - SUBSCRIPTION AGREEMENT

to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of finders' fees (and the costs and expenses (including legal, travel and out-of-pocket expenses) of defending against such liability or asserted liability) for which Bell Canada or any of its officers, directors, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless Bell Canada from any liability for any commission or compensation in the nature of a finders' fee (and the costs and expenses (including legal, travel and out-of-pocket expenses) of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible. 23. SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 24. FEES AND EXPENSES. Except as otherwise expressly provided for in this Agreement, the Company, on the one hand, and Bell Canada, on the other hand, shall each pay all of its own expenses incurred in connection with the transactions contemplated by this Agreement, including any and all legal, accounting, investment banking and consulting fees and expenses incurred in negotiating, executing and delivering this Agreement and the other agreements, exhibits, schedules, documents and instruments contemplated by this Agreement. Notwithstanding the foregoing, each of the Company and Bell Canada shall pay one-half of the filing fees under the HSR Act related to the transactions contemplated by this Agreement. 25. CURRENCY. All dollar amounts referred to in this Agreement, including the symbol "$", refer to lawful money of the United States of America. 26. COUNTERPARTS. This Agreement may be executed in two (2) or more original or facsimile counterparts all of which together shall constitute one and the same instrument. [Remainder of this page is intentionally left blank.] Page 16 - SUBSCRIPTION AGREEMENT

The undersigned have duly executed this Agreement as of this 8th day of March, 2005. SUBSCRIBER: BELL CANADA By: /s/ Martine Turcotte ------------------------------------ Title: Chief Legal Officer CLEARWIRE CORPORATION By: /s/ Ben Wolff ------------------------------------ Title: Executive, Vice President Page 17 - SUBSCRIPTION AGREEMENT

JOINDER IN STOCKHOLDERS AGREEMENT This Joinder in Stockholders Agreement ("Joinder") is made and entered into this 16 day of March, 2004, by and between Clearwire Corporation, a Delaware corporation (the "Company"), and the party whose signature appears below (the "Joining Party"). R E C I T A L S: WHEREAS, the Joining Party has acquired or intends to acquire shares of capital stock of the Company; and WHEREAS, pursuant to Section 13.09 of that certain Amended and Restated Stockholders Agreement, between the Company and its stockholders, dated as of March 16, 2004 (the "Stockholders Agreement"), the Joining Party may become a party to the Stockholders Agreement by execution of an instrument such as this Joinder. NOW, THEREFORE, the Joining Party agrees as follows: 1. JOINDER By execution of this Joinder by the Joining Party and acceptance hereof by the Company, the Joining Party is and agrees to become a party to, subject to all the conditions, restrictions, obligations and duties of a Stockholder of the Company under the Stockholders Agreement, including the restrictions on transfer of the shares acquired from the Company and the requirement that the Joining Party vote its shares in accordance with the terms thereof. 2. AGREEMENT TO BE BOUND BY AGREEMENT This Joinder shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without reference to any rules governing conflicts of laws. 3. COUNTERPARTS This Joinder may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. COMPANY: By: /s/ Ben Wolff -------------------------------- Name: Ben Wolff -------------------------------- Title: Executive Vice President -------------------------------- Date: March 16, 2005 -------------------------------- JOINING PARTY: By: /s/ J. Trevor Anderson -------------------------------- Name: J. Trevor Anderson -------------------------------- Title: SVP Technology -------------------------------- Date: March 15th, 2006 -------------------------------- 1

JOINDER In consideration of the permitted issuance, sale, pledge, or other transfer to the undersigned of Registerable Securities in the Company, the undersigned hereby consents and agrees to become a party to and be bound by the Registration Rights Agreement dated as of the 16th day of March, 2004, as amended, receipt of a copy of which is hereby acknowledged, as fully as if the undersigned were one of its original parties, and all of the Registrable Securities owned by the undersigned will be held in accordance with and restricted by the terms of such Registration Rights Agreement. Dated: March 15th 2005 Name of Stockholder: /s/ ILLEGIBLE ------------------------------------ Sign Name: /s/ J. Trevor Anderson ------------------------------------ Print Name: J. Trevor Anderson ------------------------------------ Address: Floor 6 10th ------------------------------------ 483 Bay Street ------------------------------------ Toronto, Ontario MSC 2C9 ------------------------------------ SSN/EIN: ------------------------------------ Approved by the Company: COMPANY: CLEARWIRE CORPORATION By: /s/ Ben Wolff ----------------------------- Name: Ben Wolff ----------------------------- Title: Executive Vice President ----------------------------- Dated: March 16, 2005 ----------------------------- 1

EXHIBIT C (TO EX. 10.38) FILED AS EXHIBIT 10.40

EXHIBIT D (TO EX. 10.38) FILED AS EXHIBIT 10.39

EXHIBIT 10.30 CONFIDENTIAL THIS MASTER SUPPLY AGREEMENT is made as of March 16, 2005. BETWEEN: BCE NEXXIA CORPORATION, a company incorporated pursuant to the laws of state of Delaware, and having a place of business at 1209 Orange Street, c/o Corporation Trust Center, Wilmington, Delaware, United States, 19801, and BELL CANADA, a company incorporated pursuant to the laws of Canada, and having a place of business at 483 Bay Street, Toronto, Ontario, Canada, M5G 2C9 OF THE FIRST PART AND: CLEARWIRE CORPORATION, a company incorporated pursuant to the laws of state of Delaware, and having a place of business at 5808 Lake Washington Blvd NE, Suite 300, Kirkland, WA, 98033, and CLEARWIRE LLC, a limited liability company formed pursuant to the laws of the state of Nevada, and having a place of business at 5808 Lake Washington Blvd NE, Suite 300, Kirkland, WA 98033. OF THE SECOND PART WHEREAS Clearwire is a provider of broadband Internet wireless services in the Territory and wishes to include VoIP Services as part of its offerings of broadband Internet products and services; AND WHEREAS Clearwire and BCE Nexxia desire to leverage their respective assets and core competencies to develop a balanced approach between the highest quality VoIP services and the lowest possible cost and to enable Clearwire to deliver those VoIP services to Clearwire customers at competitive rates; BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 2 AND WHEREAS Clearwire wishes to take advantage of BCE Nexxia's abilities to effectively, efficiently and economically (a) provide or arrange for the provision of hardware, Software, procurement services, management services, and other components necessary for Clearwire to provide VoIP Services to its End Users in the Territory, and (b) provide day-to-day management and operation of the components and services necessary for Clearwire to provide VoIP Services to its End Users in the Territory; AND WHEREAS BCE Nexxia wishes to provide the Services to Clearwire, as set forth in this Agreement; AND WHEREAS BCE Nexxia and Clearwire wish to implement this Agreement in support of the relationship between the Parties described in this Agreement and to establish a framework for facilitating cooperation between the Parties with respect to the delivery of the Services to Clearwire and to create a framework to facilitate the strategic review and the development of Future Services; NOW THEREFORE in consideration of the premises and the mutual covenants herein and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties) the Parties hereto covenant and agree as follows: SECTION 1 DEFINITIONS & INTERPRETATION 1.1 DEFINITIONS: In this Agreement, unless the context requires otherwise, "ACCEPTABLE USE POLICY" means the acceptable use policy attached hereto as Schedule 2. "ADDITIONAL LINE" has the meaning given to such term in Section 3.2(a). "ADVERSE MATERIAL IMPACT" means with respect to proposed Changes to either of Dedicated Systems or Non-Dedicated Systems that results in "dual logical instances", i.e, a situation wherein BCE Nexxia must establish or expand the scope of either routine or occasional (e.g., new feature introduction) processes to support the Services that are materially different from those required by Bell Canada to service it's domestic consumer VoIP customer base, as determined by Bell Canada acting reasonably. "AFFECTED PARTY" has the meaning given to such term set out in Section 18.1. "AFFILIATE" means any Person, however organized, that, directly or indirectly, Controls, is Controlled by or is under common Control with the applicable Party. For purposes of this Agreement, "CONTROL", and variations of "CONTROL" means: (a) ownership of a majority of the voting power of those classes of voting stock entitled to vote in the election of directors, whether as a result of equity ownership interests, voting agreements or otherwise; or (b) ownership of a majority of the beneficial interests in income and capital of an entity other than a corporation. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 3 "AGREEMENT" means this agreement together with the following Schedules (and any amendments or additions thereto made in writing in accordance herewith), all of which are incorporated by reference herein: Schedule 1 - SOW Schedule 2 - Acceptable Use Policy Schedule 3 - Term Sheet - Financing Schedule 4 - Appointments Schedule 5 - Take Back Service Elements Schedule 6 - Future Services "APPLICABLE LAWS" means all statutes, laws, regulations, ordinances, rules orders and all amendments thereto, from time to time in force and effect, and requirements of governmental authorities, Regulatory Authorities or other public authorities, including interpretations thereof by any such authorities acting within their jurisdiction with respect to matters involving the Services or VoIP Services, and not stayed or otherwise made not binding as a result of judicial or other action of a body with review authority. "AT RISK PARTY" has the meaning given to such term in Section 4.2(b). "BCE NEXXIA" means BCE Nexxia Corporation and Bell Canada (and any of their respective Affiliates providing or supporting the provision of Services pursuant to this Agreement). The Parties understand that Bell Canada and its Canadian Affiliates are to provide and support those Services to be performed in Canada and BCE Nexxia Corporation and its U.S. Affiliates are to provide and support those Services to be performed in the U.S. "BCE NEXXIA DEPLOYED IP" means the Intellectual Property owned or licensed by BCE Nexxia and made available to Clearwire by or through BCE Nexxia in order for Clearwire to provide VoIP Services to End Users. The BCE Nexxia Deployed IP excludes BCE Nexxia's or any of its Affiliates' brands or other trade-marks associated with the BCE Nexxia Deployed IP. The BCE Nexxia Deployed IP is subject to any limitations or restrictions which are imposed by the owners of such Intellectual Property and is subject to any other third party rights in the BCE Nexxia Deployed IP. "BCE NEXXIA FIELD OF USE" means the development, provisioning, management, support and integration of IP Telephony, together with the marketing, sale and distribution of related products and services. "BCE NEXXIA INVENTIONS" means those Inventions that are either (i) made solely by employees of BCE Nexxia in the performance of this Agreement, (ii) Derivatives of copyrights or Patents on or to BCE Nexxia Deployed IP whether or not such Derivatives have been developed jointly by the Parties, or (iii) developed jointly by employees of Clearwire and BCE Nexxia while performing the Services, but excluding any Inventions set out in subsection (iii) of Clearwire Inventions. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 4 "BCE NEXXIA IS/IT AND TELECOM SYSTEMS" means BCE Nexxia's facilities, platforms, Software, databases (excluding Confidential Information of Clearwire contained therein), operational support systems, business support systems, solution architectures, methodologies, processes, graphical user interfaces, know how, documentation and prototypes including any Intellectual Property Rights related to the foregoing and such other equipment or property owned or licensed by BCE Nexxia or its Affiliates and necessary for or used in the provision of the Services. "BCE NEXXIA OUT-OF-POCKET TERMINATION COSTS" means all of the Contract Termination Costs, together with reasonable, demonstrable, incremental out-of-pocket costs, fees and expenses incurred by BCE Nexxia in connection with the termination of the Agreement. "BUSINESS DAYS" means regular workdays, not including holidays and weekends, when businesses ordinarily operate in the state of Washington and the province of Ontario. "CANADIAN COMPETITOR" means any of the following entities, and their respective successors, assigns, and Affiliates: [***] "CHANGE" means any addition, upgrade, update, reduction, replacement, deletion, modification, improvement, amendment or adjustment to the Services. "CHANGE COMMUNICATION" means the written communication required under Section 7 and to be exchanged by the Parties with respect to any proposed Changes to the Services and to Service Elements. "CHANGE MANAGEMENT PROCESS" has the meaning given to such term in Section 7.1. "CHANGE OF CONTROL" means, in respect of any Person (the "CONTROLLED PERSON"), the occurrence of the following, or the execution of an agreement the performance of which will cause or result in the occurrence of the following (whether by merger, amalgamation, arrangement, recapitalization, share exchange or any other transaction or event): that any Person or related group of Persons, other than the Person that Controls such Controlled Person immediately prior to the occurrence of such transaction or event or the entering into of such agreement, would have Control of such controlled Person upon the occurrence of such transaction or event. "CHANGE RESPONSE" has the meaning given to such term in Section 7.5(b). "CHARGES" [***] [*** Confidential Treatment Requested] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 5 [***] "CLEARWIRE" means Clearwire Corporation and any of its Affiliates providing VoIP Services from time to time in the Territory. "CLEARWIRE ENABLING IP" means the Intellectual Property owned or licensed by Clearwire from parties other than BCE Nexxia and its Affiliates and made available by Clearwire to BCE Nexxia in order for BCE Nexxia to perform Services under this Agreement. The Clearwire Enabling IP excludes Clearwire's or any of its Affiliates' brands or other trade-marks associated with Clearwire Products. The Clearwire Enabling IP is subject to any limitations or restrictions which are imposed by the owners of such Intellectual Property and is subject to any other, third party rights in the Clearwire Enabling IP. "CLEARWIRE FIELD OF USE" means the deployment of broadband wireless access systems and the marketing, sale and distribution of related products and services. "CLEARWIRE INVENTIONS" means those Inventions that are (i) made solely by employees of Clearwire in the performance of this Agreement, (ii) Derivatives of copyrights or Patents on or to Clearwire Enabling IP whether or not such Derivatives have been jointly developed by the Parties, or (ii) developed jointly by employees of Clearwire and BCE Nexxia while engaged in work pursuant to this Agreement, provided that such Inventions are integrated solely into Clearwire Products and are not part of or integrated into any BCE Nexxia IS/IT and Telecom Systems related to IP Telephony. "CLEARWIRE PRODUCTS" means the hardware and Software manufactured by or for Clearwire for the deployment of broadband wireless access systems by Clearwire. "CONFIDENTIAL INFORMATION" means all oral, written or machine-readable data or information that is prominently identified as confidential or by its nature is confidential and that is not known generally in the trade or industry, and which pertains to a Party or its business or operations, disclosed or acquired directly in connection with this Aggrements and includes all documents and information which incorporate or are derived from any such data or information. Without in any way limiting the foregoing, Confidential Information includes all information relating to End Users and other customers of Clearwire, any research, development or business activities, information disclosed at any meetings and demonstrations between the Parties at any time before or after the Effective Date, products, schedules, methodologies, algorithms, processes, procedures, documentation, policies, pricing, market analysis, equipment, statistics, technology, sales, projections and corporate/business or financial information, technical information, network design information, actual and potential accounts, ideas, concepts, [*** Confidential Treatment Requested] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 6 techniques, processes, devices, compilations, research, development, manufacturing, purchasing, data processing, engineering, marketing, drawings, models, sketches, all written material including programs and subroutines (whether in source or object code form) and updates and modifications thereto, tapes, diskettes, listings, and other programming and system documentation, manuals and copies thereof containing such information. "CONTRACT TERMINATION COSTS" means BCE Nexxia's reasonable, demonstrable out-of-pocket costs resulting from the early termination of subcontracts, or commitment related to the supply or acquisition of Service Elements, including any penalties or one-time charges incurred by BCE Nexxia in connection therewith. "CONVERTIBLE SECURITIES" has the meaning given to such term in Section 3.2(c). "COSTS" [***] "DEDICATED" means, with respect to a Service Element, when such Service Element is provided by a Third Party Provider pursuant to a Dedicated Third Party Provider Agreement for the sole purpose of providing or facilitating the provision of Services hereunder. "DEDICATED SYSTEMS" means the systems provided to Clearwire by BCE Nexxia or by any Third Party Providers, from time to time, which could include operating platforms used for purposes such as web sales applications, self-care applications, order management, activation, customer care, provided that the same shall not be concurrently used by BCE Nexxia, or any of its Affiliates, for the provision and management of VoIP services to their respective consumer base. "DEDICATED THIRD PARTY PROVIDER AGREEMENTS" has the meaning given to such term in Section 2.6. "DEFAULTING PARTY" has the meaning given to such term in Section 4.2(a). "DERIVATIVES" means (i) for material subject to copyright protection, any work that is based upon one or more pre-existing works, such as a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form in which such pre-existing works may be recast, transformed or adapted, or (ii) for patentable or patented materials, any adaptation, subset, addition, improvement or combination. "DEVELOPMENT TEAM" has the meaning given to such term in Section 6.1(d). "DIRECT EXPENSES" means third party charges that are to be paid directly by Clearwire and administered by BCE Nexxia as part of the Services. "DISPUTE" has the meaning given to such term in Section 17.1. [*** Confidential Treatment Requested] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 7 "EFFECTIVE DATE" shall mean -, 2005. "END USER(s)" means a consumer of Clearwire's VoIP Services that has a billing relationship with Clearwire, or a Person receiving Clearwire's VoIP Services through a reseller where such Person has a billing relationship with such reseller. "EXECUTIVE OPERATING COMMITTEE" has the meaning given to such term in Section 5.1. "FUTURE SERVICES" means the services which may be identified from time to time on Schedule 6, as updated from time to time by BCE Nexxia, and which are provided on a commercial basis by BCE Nexxia to its customers or are under late- stage development for commercial deployment by BCE Nexxia. "IMPOSITIONS" means all contribution and commodity taxes, including but not limited to, all sales, retail, use, goods and services, harmonized, value added, excise, and similar taxes imposed, levied or assessed by any federal, provincial, state or local government authority or Regulatory Authorities, other than taxes on income, capital, owned property and employees, and withholding taxes or other amounts, if any, that may be required under Applicable Law to be withheld by Clearwire from payment of the fee referred to in Section 3.2 (a). "INDEMNITEE" has the meaning given to such term in Section 9.1. "INDEMNITOR" has the meaning given to such term in Section 9.1. "INFORMANT" shall mean a Party to this Agreement (including an Affiliate of such Party) providing any Confidential Information to another Party to this Agreement (including an Affiliate of such Party). "INITIAL QUARTERLY PLANNING DOCUMENT" has the meaning given to such term in Section 5.2(a) "INTELLECTUAL PROPERTY" means all (i) Patents and Patent Rights, (ii) copyrights and other rights in copyrightable works, together with copyright registrations and applications for registrations, (iii) mask works and registrations and applications for registration thereof, (iv) proprietary know-how and trade secrets, (v) trademarks, service marks, trade names, Internet domain names and applications for registration and registrations therefore, and all goodwill symbolized thereby and associated therewith, (vi) other proprietary rights relating to any of the foregoing existing at any time in Canada, the U.S., or elsewhere throughout the world, (vii) all works protected by any of the above rights, and (viii) all works protected by any of the above rights. "INTELLECTUAL PROPERTY RIGHT" means any right, whether granted or recognized under Canadian, U.S., or other foreign law, by common law, registration, license, assignment or otherwise, in Intellectual Property. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 8 "INVENTIONS" means any Software, hardware, systems, material, works, information, discoveries, inventions, processes, data or products, including Derivatives, that are (i) copyrightable, patentable or subject to trade secret protection, and (ii) created by BCE Nexxia or Clearwire in the performance of this Agreement. Inventions are Clearwire Inventions, BCE Nexxia Inventions or Joint Inventions. "IP TELEPHONY" means person-to-person speech and speech related multi-media communications using Internet Protocol, as the same may evolve over time. "JOINT INVENTIONS" means those Inventions made jointly by employees of Clearwire and BCE Nexxia while performing the functions described in this Agreement that are not BCE Nexxia Inventions or Clearwire Inventions. "MAJOR PROVIDER" means any of the following entities, and their respective successors, assigns, and Affiliates: [***]. "MATERIAL BREACH" means any breach by either BCE Nexxia on the one hand or Clearwire on the other hand, of any covenant, obligation or duty contained in this Agreement that would materially and adversely affect a fundamental business purposes or economic and financial benefits of this Agreement to BCE Nexxia or Clearwire respectively, including but not limited to, BCE Nexxia's failure to deliver the Services in accordance with and subject to this Agreement, including Schedule 1, in any material respect, or Clearwire's failure to make payment for Charges when due as set forth in Section 3. "NEW ADDITIONAL LINES" has the meaning given to such term in Section 3.2(a). "NEW DEVELOPMENT INITIATIVES" has the meaning given to such term in Section 6.1(a). "NEW END USERS" has the meaning given to such term in Section 3.2(a). "NEW END USERS PAYMENT" has the meaning given to such term in Section 3.2(a). "NON-DEDICATED SYSTEMS" means the BCE Nexxia IS/IT and Telecom Systems used by BCE Nexxia as part of the Services which include OSS platforms used for the purposes of providing Clearwire with functions such as trouble management, network management, usage presentment, and SS7 system and where the same are provided to Clearwire and are concurrently used by BCE Nexxia, or any of its Affiliates, for the provision and management of VoIP services to their respective consumer base. "NOTICE TO ARBITRATE" has the meaning given to such term in Section 17.3. [*** Confidential Treatment Requested] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 9 "PARTY" means a signatory to this Agreement, and "PARTIES" means all signatories to this Agreement. "PASS-THROUGH EXPENSES" [***]. "PATENTS" means all classes or types of patents (including, without limitation, originals, divisions, continuations, continuations-in-part, extensions or reissues), and applications for these classes or types of patents in all countries of the world. "PATENT RIGHTS" means those rights arising from or related to Patents, and any equivalent rights in all countries of the world. "PERMITTED ASSIGN" has the meaning given to such term in Section 19.1. "PERSON" means any individual, entity or organization, and includes an individual, a corporation, a partnership, a trust, an unincorporated organization or association, the government of a country or any political subdivision thereof, or any agency or department of any such, government, and the executors, administrators or other legal representatives of an individual in such capacity. "PROJECT MANAGEMENT OFFICE" has the meaning given to such term in Section 5.2. "QUARTERLY PLANNING DOCUMENT" has the meaning given to such term in Section 5.2(a). "RECIPIENT" means the Party (including an Affiliate of such Party) receiving any Confidential Information from the other Party. "REGULATORY AUTHORITIES" means the regulatory, or other governmental or quasi-governmental authorities in Canada, the U.S. or elsewhere with jurisdiction over the Services or VoIP Services. "RIGHT OF FIRST PROPOSAL" or "ROFP" has the meaning given to such term in Section 6.2. "ROFP NOTICE" has the meaning given to such term in Section 6.2(b). "SERVICES" means the services provided by BCE Nexxia identified in Schedule 1 attached hereto and any Future Services that may be included from time to time by BCE Nexxia [*** Confidential Treatment Requested] BCE NEXXIA/CLEARW1RE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 10 and Clearwire pursuant to the terms and conditions set forth herein, including without limitation Services or Future Services provided pursuant to the Right of First Proposal. "SERVICE ELEMENTS" means, without limitation, tools, systems, equipment, Intellectual Property, real property, or services of any nature or kind provided by Third Party Providers in connection with the provision of the Services. "SERVICE PLANS" has the meaning given to such term in Section 6.1(d). "SIDE AGREEMENT" has the meaning set out in Section 3.2(f). "SOFTWARE" includes applications software (which refers to a group of computer based programs of any format, which performs specific functions or applications, together with supporting documentation and materials) and systems software (which refers to the software programs which are generally known as operating software, utilities or system software that are used in conjunction with the hardware to perform tasks basic to the functioning of a computer and which are required to operate the applications software, together with supporting documentation and materials). "SOURCE CODE" means, with respect to Software, a complete copy of the source code version of software, appropriately labeled to denote the version or release thereof, and the currency date thereof, in each of (i) machine-readable form on machine-readable storage medium suitable for long term storage and which, when compiled, will produce the object code version of the Software; and (ii) human-readable form with annotations in the English language on bond paper Suitable for long term archival storage. "SOW" means the statement of work attached hereto as Schedule 1. "TAKE BACK SERVICE ELEMENTS" has the meaning given to such term in Section 2.8. "TARIFFS" means the tariffs of Bell Canada as approved by the Canadian Radio-television and Telecommunications Commission or other relevant Regulatory Authorities of competent jurisdiction from time to time. "TERM" has the meaning given to such term in Section 4.1. "TERM SHEET" means the term sheet for vendor financing attached hereto as Schedule 3. "TERMINATING PARTY" has the meaning given to such term in Section 4.2(b). "TERMINATION DISPUTE" has the meaning given to such term in Section 4.2(c). "TERMINATION TRANSITION ASSISTANCE" means the reasonable transition assistance to be provided by BCE Nexxia in the event of a termination by either BCE Nexxia or Clearwire, pursuant to Section 4. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 11 "TERMINATION TRANSITION PERIOD" means the period relating to the performance of Termination Transition Assistance, which shall be the period designated by Clearwire, up to a maximum of twelve (12) months and shall commence only upon the termination of this Agreement. "TERRITORY" means the U.S. "THIRD PARTY PROVIDERS" means a Person that is not a Party to this Agreement which provides services, Intellectual Property, tangible or real property, to either BCE Nexxia or Clearwire, as the case may be, in order to facilitate the provision by BCE Nexxia of the Services. "URGENT DISPUTE" has the meaning given to such term in Section 17.4. "U.S." means the fifty (50) states of the United States of America and the District of Columbia. "VOIP SERVICES" means the various combinations of IP Telephony products and services provided by Clearwire to its End Users. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 12 1.2 INTERPRETATION: In this Agreement, unless the subject matter or context otherwise requires: (a) All references to a designated "Article", "Section", "Subsection" or other subdivision or to a Schedule is to the designated Article, Section, Subsection or other subdivision of, or Schedule to, this Agreement. (b) The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision or Schedule. (c) The headings and captions are for convenience only and do not form part of this Agreement and are not intended to interpret, define, or limit the scope, extent or intent of this Agreement or any provisions hereof. (d) The singular of any term includes the plural, and vice versa, the use of any term is equally applicable to any gender and, where applicable, a body corporate. (e) The word "or" is not exclusive and the word "including" means "including, without limitation," and the words "include" and "includes" have the corresponding meanings. (f) Any accounting term not otherwise defined has the meaning assigned to it and all accounting matters will be determined in accordance with generally accepted accounting principles in the Canada. (g) Any reference to a statute includes and is a reference to that statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulation that may be passed which has the effect of supplementing or superseding that statute or regulation. (h) A reference to a time or date is to the local time or date at New York, New York. (i) A reference to an approval, authorization, consent, designation, waiver or notice means written approval, authorization, consent, designation, waiver or notice. SECTION 2 SERVICES AND OBLIGATIONS OF THE PARTIES 2.1 SERVICES TO BE PROVIDED: BCE Nexxia shall provide the Services to Clearwire, on terms and conditions set forth in this Agreement as the same may be amended or modified from to time in accordance with the terms and conditions hereof. 2.2 EXCLUSIVE USE OF BCE NEXXIA SERVICES: During the Term of this Agreement, except during any Transition Assistance Period, and provided that BCE Nexxia is not in Material Breach of this BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 13 Agreement as agreed among the Parties or as finally determined under Section 17, Clearwire (and any entity under Clearwire's Control) shall fulfill and discharge all of its requirements for the Services, or services of a similar nature, in the Territory, in support of IP Telephony, through BCE Nexxia if Clearwire can do so without violating its fiduciary duties to a third party and without breaching any binding agreement with a third party, provided, however, that "Service Elements" shall not constitute "services of a similar nature" under this Section 2.2. If Clearwire determines that the potential for a violation of Applicable Laws, fiduciary duties or agreements with third parties exists, Clearwire shall provide BCE Nexxia with reasonable advance notice, prior to relying on the exception provided in this Section 2.2 for potential violation of Applicable Laws, fiduciary duties or agreements with third parties, setting forth in sufficient detail the nature of the potential violation, in an effort to allow consultation between Clearwire and BCE Nexxia regarding Clearwire's assessment of the applicability of such exception. If it disagrees with Clearwire's determination BCE Nexxia shall be entitled to invoke the dispute resolution process provided in Section 17.1; provided, however, specific performance shall not be a remedy available to BCE Nexxia. Notwithstanding the foregoing, this Section 2.2 shall not apply to Clearwire's purchase of any services similar to the Services if BCE Nexxia has elected not to provide such services to Clearwire. Subject to the terms of this Section 2.2, (a) for entities under Clearwire's Control, Clearwire shall use commercially reasonable efforts to promote the Services to such entities and to promote the execution by such entities of a joinder to this Agreement, pursuant to which such entities will be bound by this Section 2.2, and (b) for entities in which Clearwire has an ownership interest but does not have Control, Clearwire shall use commercially reasonable efforts to promote the Services to such entities. Nothing in this Agreement shall be construed to limit Clearwire's right to sell any types of VoIP Services through any channel, including retail and wholesale. 2.3 WARRANTY: BCE Nexxia warrants, and Clearwire recognizes, that the Services to be supplied under this Agreement shall be of a nature and quality substantially equivalent to the services of a similar nature BCE Nexxia provides solely for its own account except that BCE Nexxia does not warrant any portion of the Services supplied by Third Party Providers. In addition, nothing in this Agreement shall be construed or interpreted as BCE Nexxia providing a warranty, as it relates to sufficiency or adequacy of the delivery of VoIP Services to Clearwire's End Users. With respect to Service Elements provided by Third Party Providers, BCE Nexxia will use commercially reasonable efforts to include in the Dedicated Third Party Provider Agreements a provision to pass through to Clearwire all warranties received by BCE Nexxia from such Third Party Providers. Furthermore, if the Parties agree in writing after the date of this Agreement that any specific Service Elements to be supplied under this Agreement are to be of a lesser nature and quality than those provided by BCE Nexxia for its own account, then the above mentioned warranty will only extend to such lesser threshold. Subject to the foregoing limitations, BCE Nexxia also warrants that the Services shall be provided in a good, careful, and professional manner, in compliance with Applicable Law. Clearwire and BCE Nexxia will monitor industry developments of quality and performance standards for services similar to the Services and VoIP Services. Clearwire and BCE Nexxia agree that, in addition to the warranties and performance standards stated elsewhere in this Agreement, it is their intent and BCE Nexxia shall endeavor to achieve the result that the Services will meet or exceed industry standards for quality and performance as such standards are developed and as they may change over time. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 14 2.4. NON-EXCLUSIVITY: Nothing in this Agreement shall be construed or interpreted as limiting or restricting the rights of BCE Nexxia to promote, market and sell any services of a nature substantially similar to the Services, in the Territory or outside the Territory, to any Person, provided that BCE Nexxia does so without using any Clearwire Enabling IP or any Service Elements provided on a Dedicated basis paid for by Clearwire and without violating BCE Nexxia's obligations under Section 12. 2.5 ACCESS BCE NEXXIA IS/IT SYSTEMS AND TELECOM SYSTEMS: During the Term, as recipient of the Services, Clearwire shall, subject to any restrictions set forth in this Agreement, and to the extent practicable, be afforded access and use of BCE Nexxia IS/IT Systems and Telecom Systems, provided that the use or access to BCE Nexxia IS/IT Systems and Telecom Systems shall not constitute a transfer or assignment to Clearwire of any rights, property rights or other form of entitlements or beneficial interest, including any Intellectual Property Right. The compensation from Clearwire to BCE Nexxia for Clearwire's access to and use of BCE Nexxia IS/IT Systems and Telecom Systems is included as part of the Charges. 2.6 DEDICATED THIRD PARTY PROVIDER AGREEMENTS: Subject to Section 2.7, unless otherwise required by Clearwire from time to time in its discretion with respect to any particular Service Element (which may be provided by Clearwire, its contractors or agents as provided in this Agreement), BCE Nexxia shall identify and recommend Third Party Providers in order to obtain the Service Elements, on a Dedicated basis, and to negotiate the terms and conditions of all agreements in such respect with Third Party Providers (the "DEDICATED THIRD PARTY PROVIDERS AGREEMENTS"). Notwithstanding the foregoing, Clearwire shall approve or reject Third Party Providers recommended by BCE Nexxia, through the Project Management Office, for Dedicated Third Party Provider Agreements, provided, however, that Clearwire agrees that [***] is an approved Third Party Provider for purposes of VoIP softswitch, VoIP application systems, PSTN gateways and other related VoIP telecom services equipment, further provided that Clearwire acknowledges that BCE Nexxia may convert and migrate to an alternative Third Party Provider for voicemail systems application. Unless doing so would result in Clearwire having to pay higher Charges than those that would have been payable had a Dedicated Third Party Provider Agreement been entered into with BCE Nexxia as principal, Clearwire shall execute such Dedicated Third Party Provider Agreements as principal and shall be directly liable to the Third Party Provider for all obligations under such Dedicated Third Party Provider Agreement and will be entitled to benefit from all rights and recourses thereunder. Otherwise, such Dedicated Third Party Provider Agreement will be executed by BCE Nexxia as principal and Clearwire will assume all costs and expenses thereunder as part of the Charges. Clearwire agrees that, for any Dedicated Third Party Provider Agreement entered into by BCE Nexxia as principal, BCE Nexxia shall use commercially reasonable efforts to obtain the right to assign such Dedicated Third Party Provider Agreements to Clearwire upon Clearwire's request, provided that Clearwire shall indemnify and hold BCE Nexxia harmless with respect to any and all obligations or liabilities which arise following the date of an assignment of a Dedicated Third Party Provider Agreement and shall use commercially reasonable efforts to obtain a release of all liabilities BCE Nexxia may have thereunder other than those relating to a BCE Nexxia breach. All Third Party Provider Agreements in which Clearwire is principal shall include provisions that identify BCE Nexxia as Clearwire's agent and give to BCE Nexxia the right as agent to control, at Clearwire's expense, [*** Confidential Treatment Requested] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 15 all rights to enforce the terms and conditions thereof. Provided BCE Nexxia exercises its enforcement rights under any such Dedicated Third Party Provider Agreement, whether as principal or as Clearwire's agent, as the case may be, BCE Nexxia shall be deemed to have fulfilled all of its obligations and duties to enforce such Dedicated Third Party Provider Agreements and to provide Services in accordance with the performance standards and obligations set forth in Section 2.3 and under this Section 2.6 to the extent of the adverse impact resulting from the breach of such Dedicated Third Party Provider Agreements. BCE Nexxia shall (unless otherwise requested by Clearwire in its sole discretion from time to time), on and from the Effective date, be responsible for managing on behalf of Clearwire Third Party Providers under the Dedicated Third Party Provider Agreements. To that end, where BCE Nexxia is acting either as an agent of Clearwire or as principal under a Dedicated Third Party Provider Agreement, BCE Nexxia shall conduct itself in such a manner and use commercially reasonable efforts to reduce the financial responsibility and liabilities of Clearwire under the applicable Dedicated Third Party Provider Agreements. For greater certainty, and provided that BCE Nexxia complies with the obligations set out in this Section 2.6, BCE Nexxia shall not be liable to Clearwire, under any circumstances, for the performance or non-performance of Third Party Providers pursuant to Dedicated Third Party Provider Agreements. 2.7 IDEM: Prior to the execution of any Dedicated Third Party Agreements, unless otherwise directed by Clearwire, and through the Project Management Office, BCE Nexxia shall: (a) Consult with Clearwire during the course of the negotiations, and obtain written approval from Clearwire as provided in Section 2.6; and (b) make commercially reasonable efforts to negotiate arrangements that shall provide Clearwire access to such Third Party Providers' services on commercially advantageous terms, including appropriate service level agreements and pricing parameters. Without limiting the generality of the foregoing and subject to the limitation on its liability set forth in Section 2.6, BCE Nexxia shall keep Clearwire informed about performance issues or alleged breaches under any Dedicated Third Party Provider Agreements, and shall undertake either as principal or as agent for Clearwire such enforcement actions as may be directed by Clearwire from time to time (including settlement of the dispute), provided that the action requested by Clearwire does not violate Applicable Law, that Clearwire agrees to reimburse BCE Nexxia for its reasonable, out-of-pocket costs in such enforcement action, and that when acting upon such instructions BCE Nexxia is relieved of its warranty obligations set forth in Section 2.3 to the extent impacted by such instructions. Clearwire shall not take any action, or cause any action to be taken, which would impair or jeopardize the delivery of services pursuant to the Dedicated Third Party Provider Agreements. 2.8 TAKE BACK OF SERVICE ELEMENTS: Clearwire may, from time to time, request BCE Nexxia to transfer or otherwise assign the accountability and responsibility for the Service Elements provided on a Dedicated basis by Third Party Providers and identified in Schedule 5 (the "TAKE BACK SERVICE ELEMENTS"), and BCE Nexxia shall promptly accomplish such transfer or BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 16 assignment. Such requests shall be deemed Change Communications hereunder and shall be managed and administered by the Parties pursuant to Section 7 hereof. For greater certainty, Clearwire hereby acknowledges that in assuming accountability and responsibility for the delivery of Service Elements, which were previously provided by BCE Nexxia, BCE Nexxia's ability to comply with the obligation set out in Section 2.3 and Section 2.6 may be impacted and BCE Nexxia shall be released from such obligation to the extent BCE Nexxia's compliance is adversely affected by such transfer or assignment. 2.9 TITLE: Clearwire and BCE Nexxia agree that Clearwire shall own all rights to equipment and third party Software, that are paid for by Clearwire and provided on a Dedicated basis, even if the procurement was arranged and managed by BCE Nexxia and even if such property is located on the premises of BCE Nexxia or a Third Party Provider. BCE Nexxia shall deliver to Clearwire, at Clearwire's request from time to time, bills of sale and other documents evidencing Clearwire's ownership or other interests under this Agreement. 2.10 COOPERATION: The Parties shall cooperate with each other, including providing information, approvals and acceptances, and making available management decisions, as reasonably required by either Party so that it may accomplish its obligations and responsibilities under this Agreement. 2.11 FULFILLMENT OF OBLIGATIONS: In order to give effect to this Agreement each Party shall be required to perform its respective obligations under this Agreement in a manner which is timely and reasonably complete. The Parties acknowledge that any failure to perform by one Party in this respect may negatively impact the other Party's ability to perform its own obligations. 2.12 CONDUCT OF BUSINESS: Each Party shall comply with all Applicable Laws and shall conduct its business in a professional, competent and ethical manner so as to enhance the business, reputation and goodwill associated with the Services and VoIP Services. 2.13 OTHER OBLIGATIONS OF CLEARWIRE: (a) CLEARWIRE PROVIDED EQUIPMENT OR SOFTWARE: Clearwire shall be responsible for any equipment or Software which it provides, for the supply, installation and maintenance of such equipment at sites designated by Clearwire, and for ensuring that such equipment or Software is (i) installed and maintained according to the manufacturer's specifications and any specifications of BCE Nexxia with respect to interoperability for the purpose of providing the Services, and (ii) compatible with, and does not interfere with, the Services; and(iii) in compliance with all Applicable Laws; (b) ACCESS TO INFORMATION: Clearwire shall provide information, including Confidential Information, and assistance as is reasonably required by BCE Nexxia in order to enable BCE Nexxia to meet its obligations under this Agreement; BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 17 (c) FORECASTS: Clearwire shall endeavor to provide BCE Nexxia with detailed forecast information, including demand for VoIP Service, as part of the Quarterly Planning Documents, and network capacity requirements, to assist BCE Nexxia with capacity and other Services planning. BCE Nexxia acknowledges that Clearwire is a start-up business, with limited experience forecasting usage of VoIP Service, and that forecasts provided by Clearwire from time to time under this Section or otherwise might be materially in error. Clearwire acknowledges that the lack of accurate forecasts (if such forecasts are materially in error) may impact BCE Nexxia's ability to efficiently and effectively deliver the Services in the most cost effective manner. The Parties acknowledge that such forecasts merely provide an estimate of future requirements and do not reflect or create any commitments or obligations which are binding on either Party; (d) MAINTENANCE INTERRUPTIONS: Clearwire shall, as reasonably required by and in the reasonable discretion of BCE Nexxia, permit BCE Nexxia to interrupt the Services from time to time in order to provide maintenance in respect of the Services, on reasonable notice to Clearwire; (e) OUT OF TERRITORY OBLIGATION: Where Clearwire and/or any of its Affiliates, may do so without violation of any Applicable Laws, fiduciary duties or agreements with third parties, Clearwire and/or its Affiliates shall consider BCE Nexxia as its preferred supplier for the provision of services of a nature substantially similar to the Services outside of the Territory, and to that end Clearwire and its Affiliates shall, subject to the qualifications stated above in this paragraph, provide BCE Nexxia with a ROFP pursuant mutatis mutandis to Section 6.2 hereof, in all instances where Clearwire, or any of its Affiliates, wishes to deploy VoIP services similar to the VoIP Services outside of the Territory. If Clearwire had determined that the potential for a violation of Applicable Laws, fiduciary duties or agreements with third parties exists, Clearwire shall provide BCE Nexxia with reasonable advance notice, prior to relying on the exception provided in this Section 2.13 for potential violation of Applicable Laws, fiduciary duties or agreements with third parties, setting forth in sufficient detail the nature of the potential violation in an effort to allow consultation between Clearwire and BCE Nexxia regarding Clearwire's assessment of the applicability of such exception. If it disagrees with Clearwire's determination BCE Nexxia shall be entitled to invoke the dispute resolution process provided in Section 17.1; provided, however, specific performance shall not be a remedy available to BCE Nexxia. In addition, Clearwire shall exercise reasonable efforts to generate ROFP opportunities for BCE Nexxia for services substantially similar in nature to the Services in all instances where Clearwire has an equity or debt interest or otherwise has contracted arrangements with an entity outside the Territory that is not an Affiliate and wishes to deploy VoIP services similar in nature to the VoIP Services outside of the Territory; BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 18 (f) USAGE OF THE SERVICES: Clearwire shall take commercially reasonable steps to ensure that its End Users do not: (i) use the VoIP Services in such a manner that causes interference, or tampers with another authorized user's use of the BCE Nexxia network; (ii) use VoIP Services in a manner that violates the Acceptable Use Policy; or (Hi) violate Applicable Laws; (g) TAMPERING WITH SERVICES: Clearwire, its agents, employees or representatives, shall not permit or assist others to use the Services (i) in any manner which interferes unreasonably with BCE Nexxia's network, or access thereto by other Persons; or (ii) for any purpose or in any manner directly or indirectly in violation of Applicable Laws; (h) IMMEDIATE SUSPENSION OF SPECIFIC SERVICES AS A RESULT OF END-USER ACTIONS: Clearwire shall include, as part of its End User agreements, provisions which include an acceptable use policy containing terms that are substantially similar to the terms of the Acceptable Use Policy. In addition, Clearwire shall ensure that the End User agreements include a provision disclaiming liability for underlying service providers or suppliers (including BCE Nexxia) and to the extent that any such policy or agreement includes indemnification from a Clearwire End User, BCE Nexxia, in its capacity as a service provider or supplier, shall be a beneficiary thereof. Clearwire shall require each Clearwire End User accessing the VoIP Services to agree to the terms set forth in an acceptable use policy as contemplated above. Clearwire shall determine in its sole discretion how the acceptable use policy will be presented to its End Users, provided that such presentation shall be in such manner as to be enforceable under the terms of the End User agreement. The Parties shall establish within sixty (60) days from the Effective Date a process respecting discontinuance of VoIP Services to any particular End User that is identified by BCE Nexxia or Clearwire as having violated the applicable acceptable use policy. If the Parties are unable to agree on the foregoing process respecting discontinuance of VoIP Services, BCE Nexxia shall have the right, acting reasonably, to discontinue or suspend provision of the Services, solely with respect to the activities of an End User which gives rise to a breach of the Acceptable Use Policy and only after Providing Clearwire with reasonable advance notice in the circumstances; (i) CLEARWIRE AFFILIATES: Clearwire shall cause all Persons which subsequently become Affiliates and which provide VoIP Services in the Territory to become parties to this Agreement, so long as doing so is not in violation of Applicable Laws, fiduciary duties or agreements with third parties. If Clearwire has determined that the potential for a violation of Applicable Laws, fiduciary duties or agreements with third parties exists, Clearwire shall provide BCE Nexxia with reasonable advance notice, prior to relying on the exception provided in this Section 2.13 for potential violation of Applicable Laws, fiduciary duties or agreements with third parties setting forth in sufficient detail the nature of the potential violation in an effort to allow consultation between Clearwire and BCE Nexxia regarding Clearwire's assessment of the applicability of such exception. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 19 If it disagrees with Clearwire's determination BCE Nexxia shall be entitled to invoke the dispute resolution process provided in Section 17.1; provided, however, specific performance shall not be a remedy available to BCE Nexxia. 2.14 OTHER OBLIGATIONS OF BCE NEXXIA: (a) BCE NEXXIA PROVIDED EQUIPMENT OR SOFTWARE: Subject to the assistance of Clearwire in providing maintenance and installation services in the Territory, BCE Nexxia shall be responsible, for any equipment or Software which it provides other than through Dedicated Third Party Provider Agreements, for the supply, installation and maintenance of such equipment and for ensuring that such equipment or Software is (i) installed and maintained according to the manufacturer's specifications, (ii) compatible with, and does not interfere with, the Services or the VoIP Services, and (iii) in compliance with all Applicable Laws. (b) ACCESS TO INFORMATION: BCE Nexxia shall provide information, including Confidential Information, and assistance as is reasonably required by Clearwire in order to enable Clearwire to monitor BCE Nexxia's performance under this Agreement and for Clearwire to provide VoIP Services to End Users. 2.15 CLEARWIRE REPRESENTATIONS AND WARRANTIES: Clearwire Corporation and each of its Affiliates signatory to this Agreement represents and warrants to BCE Nexxia Corporation and Bell Canada as follows, and agrees that each of their representations and warranties in this Agreement shall continue to be true and correct throughout the Term of this Agreement: (a) ORGANIZATION AND GOOD STANDING. It is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. (b) AUTHORIZATION AND VALIDITY OF AGREEEMENT. It has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by it of this Agreement have been duly and validly authorized and no additional corporate authorization or consent is required in connection with the execution delivery and performance by it of this Agreement. This Agreement has been duly and validly executed and constitutes its valid and legally binding obligation, enforceable against Clearwire in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity. (c) CONFLICTS WITH OTHER AGREEMENTS. The execution of this Agreement by it and the performance of its obligations hereunder does not and will not violate or conflict with the terms and conditions of any other agreement, arrangement or understanding entered into by it. (d) AUTHORIZATIONS. It has obtained and shall maintain in full force during the Term such federal, state and local authorizations, including, but not limited to, from BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 20 Regulatory Authorities, as are necessary to perform its obligations under this Agreement. (e) COMPLIANCE WITH LAW AND EXPORT CONTROLS. It shall at all times comply with all applicable U.S. and foreign federal, state, and local laws, rules, and regulations relating to the execution, delivery, and performance of this Agreement. It shall not export or re-export such items or any direct product thereof or undertake any transaction in violation of any such laws or regulations. It shall cooperate with BCE Nexxia, and shall coordinate compliance with BCE Nexxia regarding all such export laws in respect of all such items exported or imported hereunder. (f) CAPITALIZATION. All Securities when issued and delivered by Clearwire pursuant to the terms of this Agreement will be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all liens, changes, claims and encumbrances imposed by or through Clearwire. The number of Class A Shares issuable pursuant to the terms of this Agreement will be duly authorized, reserved and maintained for issuance and delivery in accordance with the terms of this Agreement at the time of issuance or, at any time during the Term, Clearwire does not have a sufficient number of authorized but unissued Class A Shares to enable Clearwire to meet its issuance and delivery obligations pursuant to this Agreement, Clearwire will use its best efforts to amend its certificate of incorporation to increase its Class A Shares in an amount sufficient to comply with its issuance and delivery obligations pursuant to this Agreement. 2.16 BCE NEXXIA REPRESENTATIONS AND WARRANTIES: Each of BCE Nexxia Corporation and Bell Canada represents and warrants to Clearwire Corporation as follows and agrees that each of their representations and warranties in this Agreement shall continue to be true and correct throughout the Term of this Agreement: (a) ORGANIZATION AND GOOD STANDING. It is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. (b) AUTHORIZATION AND VALIDITY OF AGREEMENT. It has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by it of this Agreement have been duly and validly authorized and no additional corporate authorization or consent is required in connection with the execution delivery and performance by it of this Agreement. This Agreement has been duly and validly executed and constitutes its valid and legally binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principled of equity. (c) CONFLICTS WITH OTHER AGREEMENTS. The execution of this Agreement by it and the performance of its obligations hereunder does not and will not violate or conflict with the terms and conditions of any other agreement, arrangement, or understanding entered into by it where such a violation or conflict would have a BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 21 materially adverse effect on it or its ability to perform its obligations under this Agreement. (d) AUTHORIZATIONS. It shall obtain and shall maintain in full force during the Term such federal, state and local authorizations, including, but not limited to, from Regulatory Authorities, as are necessary to perform its obligations under this Agreement. (e) COMPLIANCE WITH LAW AND EXPORT CONTROLS. It shall at all times comply with all applicable U.S. and foreign federal, state, and local laws, rules, and regulations relating to the execution, delivery, and performance of this Agreement and Services, technology and software covered by this Agreement provided by BCE Nexxia. It shall not export or re-export such items or any direct product thereof or undertake any transaction in violation of any such laws or regulations. It shall cooperate with Clearwire, and shall coordinate compliance with Clearwire regarding all such export laws in respect of all such items exported or imported hereunder. SECTION 3 CHARGES AND FINANCING 3.1 INVOICING TERMS: (a) FREQUENCY; DETAIL: BCE Nexxia shall invoice Clearwire for Charges on a monthly baiss specifying in each case whether the Charges were incurred by it in Canadian or U.S. denominated amounts. Each invoice shall be accompanied by a detailed description of the Services that resulted in the Charges, and an itemization of the Charges, including unit costs, usage calculations, recurring and non-recurring charges, and other detail. (b) PRICING PRINCIPLE EXCEPTION: Notwithstanding the general principle that Services under this Agreement are to be provided by BCE Nexxia to Clearwire on an [***] nothing herein shall be construed or interpreted as to impose an obligation on BCE Nexxia to provide the Services on an [***] (i) [***] (ii) [***] [*** Confidential Treatment Requested] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 22 (c) PAYMENTS: (i) Except to the extent disputed in good faith pursuant to Section 3.1(d), Clearwire shall pay each invoice in Canadian or U.S. currency (as specified in the invoice) within thirty (30) days from the date of its receipt, subject to a late payment charge at the rate specified in such invoices together with any applicable Impositions. The interest rate, which rate may vary from time to time but shall not exceed 1.5% per month (19.56% per year), shall be calculated from the date an invoice is received, if not paid within the prescribed period. (ii) Notwithstanding Section 3.1(b)(i) and subject to the notice requirements set forth below, BCE Nexxia does not have any obligation to continue to provide particular Service Elements that are provided by Third Party Providers if BCE Nexxia's total financial exposure arising from [***] and commitments made for the benefit of Clearwire with respect to the Third Party Providers of such particular Service Elements in the applicable Third Party Provider Agreements, exceeds [***] Conversion from Canadian to U.S. funds in making this calculation are to be based upon interbank rates published in the Wall Street Journal on the day that the test is applied, or the most recent, prior publication day. BCE Nexxia shall provide Clearwire with regular written reports reflecting the calculation of the amount of BCE Nexxia's financial exposure. Ten (10) Business Days prior to the suspension of Services, BCE Nexxia shall provide Clearwire with written notice that its financial exposure exceeds [***] during which time Clearwire may provide BCE Nexxia with assurances limiting BCE Nexxia's financial exposure in a manner reasonably acceptable to the Parties, e.g., immediate payment in cash or cash equivalents, prepayment of amounts due with respect to the Third Party Provider providing the particular Service Elements referred to above, the establishment of appropriate letters of credit, securitization of Clearwire's obligations, or third party guaranties from financially sound Persons. (c) CHALLENGE: Subject to the provisions of Section 5.3, if Clearwire challenges any amounts included within the definition of Charges, BCE Nexxia shall deliver to Clearwire an officer's certificate attesting to the accuracy of the challenged Charges and providing reasonably detailed explanation and support for such Charges. If Clearwire still challenges the Charges, either Party may submit the matter to the Dispute resolution process in Section 17. Clearwire shall not be required to pay the disputed portion of any invoice until the dispute is resolved, either directly by the Parties or through the Dispute resolution process in Section 17. 3.2 ADDITIONAL FEE: In addition to any payment for Charges, BCE Nexxia shall be entitled to an additional fee during the Term of this Agreement, calculated and payable as follows: [*** Confidential Treatment Requested] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 23 (a) DETERMINATION OF FEE: (i) Increase in the Number of End Users: At the end of each calendar quarter, Clearwire shall promptly, but no later than thirty (30) days following the end of such quarter, determine the number of Clearwire End Users as of such date who have paid Clearwire for three (3) months of VoIP Services where VoIP Services are identified as a separate line item or charge or, if not identified as a separate line item or charge, where Clearwire has been paid for three (3) months of any services comprised at least in part of VoIP Services. The increase, if any, in the number of End Users over the highest number of End Users for any calendar quarter preceding such calendar quarter (the "NEW END USERS") shall be multiplied by applicable New End User Payment (as defined below) to determine the amount due to BCE Nexxia and payable as provided below. The "NEW END USER PAYMENT" shall be equal to [***] until such time as the aggregate total of all of Clearwire's End Users equals [***] at which time the amount shall be reduced, on a going forward basis, to [***] if there are no New End Users for a given calendar quarter or there is a decrease in the number of Clearwire's End Users for a given calendar quarter, then no fee shall be payable under this Section 3.2(a)(i) for such calendar quarter. For purposes of the calculation of New End Users, only End Users of VoIP Services that are supported by BCE Nexxia through the arrangement and supply of the Services as provided herein shall be included. (ii) ADDITIONAL Lines: An End User may purchase additional service from Clearwire that enables a separate and distinct simultaneous conversation ("ADDITIONAL LINES"), as distinguished from multiple numbers. At the end of each calendar quarter, Clearwire shall promptly, but no later than thirty (30) days following the end of such quarter, determine the number of Additional Lines for each Clearwire End User as of such date who have paid Clearwire for three (3) months of Additional Lines where Additional Lines are identified as a separate line item or charge or, if not identified as a separate line item or charge, where Clearwire has been paid for three (3) months of any services comprised at least in part of Additional Lines. The increase, if any, in the number of Additional Lines over the highest number of Additional Lines for any calendar quarter preceding such calendar quarter (the "NEW ADDITIONAL LINES") shall be multiplied by Clearwire's average revenue per New Additional Line during such quarter, taking into account for purposes of determining such average only those Additional Lines for which Clearwire charges its End Users, and payable as provided below. If there are no New Additional Lines for a given calendar quarter or there is a decrease in the number of Additional Lines for a given calendar quarter, then no fee shall be payable under this Section 3.2(a)(ii) for such calendar quarter. For purposes of the calculation of this portion of the additional fee, only Additional Lines of End Users of VoIP Services that are supported by BCE Nexxia through the arrangement and supply of the Services as provided herein shall be included. (b) CHALLENGE: BCE Nexxia may challenge Clearwire's New End User calculation [*** Confidential Treatment Requested] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 24 pursuant to Section 3.2 (a), if BCE Nexxia, acting in good faith, believes that Clearwire's calculation is in error, in which case Clearwire shall deliver to BCE Nexxia an officer's certificate attesting to the accuracy of the challenged number of New End Users and providing reasonably detailed explanation and support for such calculation. If BCE Nexxia still challenges the number of New End Users for the purpose of Section 3.2(a), either Party may submit the matter to the Dispute resolution process in Section 17, in which event no payment shall be due with respect to the disputed calculation until resolution of the Dispute in accordance with Section 17. Notwithstanding the foregoing, Clearwire shall be required to issue Class A Shares or make cash payment, pursuant to Section 3.2(c), with respect to any undisputed New End User. (c) PAYMENT IN EQUITY OR CASH. If Clearwire has closed a round of equity financing in which shares of Clearwire's Class A common stock ("CLASS A SHARES") or any other equity securities convertible into Class A Shares ("CONVERTIBLE SECURITIES") were sold to Persons other than current shareholders of Clearwire exercising conversion rights previously granted (provided that any sale to any Affiliate of Clearwire shall be for an amount of at least Ten Million Dollars ($10,000,000) in order to be an admissible round of equity financing under this Section 3.2), within ninety (90) days prior to the end of the applicable calendar quarter, the amount, if any, due to BCE Nexxia for such calendar quarter under Section 3.2(a) shall be paid by the issuance to BCE Nexxia Corporation or Bell Canada (as designated by BCE Nexxia) by Clearwire of additional Class A Shares. The number of Class A Shares pursuant to Section 3.2(a) to be issued shall be calculated by dividing the total amount due to BCE Nexxia for such calendar quarter by the price per share paid for any Class A Shares (or the conversion price at the time of issuance of any such Convertible Securities, as applicable) by such Persons in such equity financing. If no such round of equity financing has been closed within such ninety (90) day period, Clearwire shall, at its option, either pay BCE Nexxia Corporation or Bell Canada (as designated by BCE Nexxia) the amount due in cash or by the issuance to BCE Nexxia Corporation or Bell Canada (as designated by BCE Nexxia) of Class A Shares based upon the price per share paid for any Class A Shares (or the conversion price at the time of issuance of any such Convertible Securities, as applicable) in the most recently closed round of equity financing regardless of when such round of equity financing closed (giving effect to any stock split, stock dividend, reserve stock split, recapitalization, reorganization or other distribution). In any case, the Class A Shares shall be issued or the cash payment made within fifteen (15) days following the date that Clearwire confirms the number of New End Users. If the fee payable in respect of New End Users receiving Clearwire's VoIP Services through a reseller becomes unreasonable in light of Clearwire's arrangements with such reseller in the reasonable determination of the Parties, then the Parties will negotiate in good faith appropriate changes to the amount payable to BCE Nexxia for each such New End User under this Section 3.2. In the event of a termination of this Agreement for any reason, other than as a result of a Material Breach by BCE Nexxia, a determination of the number of New End Users at the date of BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 25 termination (following, for greater certainty, the Transition Assistance Period) will be made as provided above and Clearwire shall pay to BCE Nexxia Corporation or Bell Canada (as designated by BCE Nexxia) an amount equal to the number of such New End Users multiplied by the applicable New End User Payment. In all cases, Clearwire shall be obligated to pay Impositions, if any, applicable to the payment of the Additional Fees. (d) TAX EFFICIENCIES. The Parties agree to fully cooperate with each other to enable each to more accurately determine the proper treatment of applicable Impositions to the Services provided pursuant to this Agreement, in order to determine their respective tax liability and to minimize such liability to the extent legally permissible. BCE Nexxia shall provide to Clearwire at appropriate intervals, a completed and executed Form, W-8BEN, Certificate of foreign Status of Beneficial Owner for United States Tax Withholding, in support of BCE Nexxia's claim that all or a portion of the payments made by Clearwire pursuant to Section 3.2 are exempt from any withholding taxes or are eligible to a reduced rate of withholding taxes. (e) REPRESENTATIONS AND WARRANTIES. Each of BCE Nexxia Corporation and Bell Canada represents and warrants to Clearwire that the following statements are true and correct on the Effective Date and will be true and correct on the date of issuance of any Class A Shares under this Section 3.2: (i) It is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"). Bell Canada is not a "U.S.Person" as that term is defined under Rule 902 of Regulation S Promulgated under the Securities Act. Bell Canada is not acquiring the Securities for the account or benefit of any U.S. Person. (ii) The Class A Shares to be acquired under this Section 3.2 (the "SECURITIES") are being acquired by BCE Nexxia for investment purpose only, for its own account and not with the view to any resale or distribution thereof, and it is not participating, directly or indirectly, in an underwriting of such Securities, and will not take, or cause to be taken, any action that would cause it to be deemed an "underwriter" of such Securities as defined in Section 2(11) of the Securities Act. (iii) It acknowledges that is has been offered an opportunity to ask questions of, and received answers from, Clearwire Corporation concerning Clearwire Corporation and its proposed investments, and that, to its knowledge, Clearwire Corporation has fully complied with any request for such information. (iv) It has been furnished Clearwire Corporation's Disclosure Memorandum, dated January 10, 2005, the exhibits thereto and any other documents which may have been made available upon request (collectively, the "OFFERING DOCUMENTS"). It has carefully read the Offering Documents and understands and BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 26 has evaluated the risks of a purchase of the Securities, including the risks set forth in the Offering Documents under "Risk Factors". (v) It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, is able to bear such risks, and has obtained, in its judgment, sufficient information from Clearwire Corporation to evaluate the merits and risks of an investment in the Securities. It has evaluated the risks of investing in Clearwire Corporation and has determined that the Securities are a suitable investment for it. (vi) Neither Clearwire nor any person acting on Clearwire's behalf has offered, offered to sell, offered for sale of sold the Class A Shares to be issued under this Section 3.2 to it by means of any form or general solicitation or general advertising. (vii) It is not relying on Clearwire Corporation with respect to tax and other economic considerations involved in this transaction. It acknowledges that it has been advised by Clearwire Corporation to consult with its tax or financial consultants prior to entering into this Agreement. (viii) This Agreement has been executed by Bell Canada outside the "United States" (as defined in Rule 902 (i) of Regulation S). Bell Canada is acquiring the Securities in an "offshore transaction" (as defined in Rule 902(h) of Regulation S). The Securities were not offered to Bell Canada in the United States and at the time of execution of this Agreement and the time of any offer to Bell Canada to purchase the Securities hereunder, Bell Canada was physically outside of the United States. (f) RESTRICTED SECURITIES. Each of BCE Nexxia Corporation and Bell Canada understands that the Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of BCE Nexxia Corporation and Bell Canada's respresentations as expressed herein. Each of BCE Nexxia Corporation and Bell Canada understands that the Securities are "restricted securities" under applicable U.S. federal and state securities laws, and it agrees not to transfer the Securities unless the transfer of the Securities is made (i) in accordance with the provisions of Regulation S under the Securities Act, (ii) pursuant to an effective registration under the Securities Act and qualification under any applicable state securities laws, or (iii) pursuant to an available exemption from such registration and qualification requirements. Each of BCE Nexxia Corporation and Bell Canada further agrees not to engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act. Each of BCE Nexxia Corporation and Bell Canada acknowledge that Clearwire Corporation has no obligation to register or qualify the Securities for resale, except as set forth in that certain Registration Rights Agreement between Clearwire and certain of its stockholders, dated March 16, 2004, and that Clearwire Corporation is required to refuse to register any transfer not made in BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 27 accordance with the provisions of this Section 3.2 (d) Each of BCE Nexxia Corporation and Bell Canada further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to Clearwire Corporation which are outside of its control, and which Clearwire Corporation is under no obligation to satisfy and may not be able to satisfy. Each of BCE Nexxia Corporation and Bell Canada also acknowledges that the certificates representing the Securities shall bear the restrictive legends required under applicable federal and state securities laws and the Stockholders Agreement (as defined below). (g) STOCKHOLDERS AND OTHER AGREEMENTS. As a condition to Clearwire Corporation's obligation to issue any Class A Shares to BCE Nexxia Corporation and Bell Canada hereunder, each of BCE Nexxia Corporation and Bell Canada agrees to execute to the extent not already done a joinder to that certain Amended and Restated Stockholders Agreement, dated as of March 16, 2004 between Clearwire Corporation and its stockholders (THE "STOCKHOLDERS AGREEMENT") and become bound thereby and benefit from the rights thereunder. Clearwire Corporation also agrees to execute such joinder. In addition, to the extent BCE Nexxia Corporation or Bell Canada is not a party thereof at the time it becomes an owner of Class A Shares under this Section 3.2, the Parties agree to execute: (i) a joinder to that certain Registration Rights Agreement between Clearwire Corporation and certain of its stockholders, dated March 16, 2004 and (ii) that certain side agreement between Clearwire Corporation, Bell Canada and Eagle River Holdings, LLC, dated as of the date of this Agreement ("SIDE AGREEMENT"). (h) ASSIGNMENT TO AFFILIATES. Each of BCE Nexxia Corporation and Bell Canada shall be permitted to assign its rights under this Section 3.2 to any one of its Affiliates; provided, that such Affiliate makes the representations and warranties set forth in this Section 3.2 to Clearwire and agrees to fulfill BCE Nexxia Corporation and Bell Canada's obligations hereunder, including, without limitation, the obligation to execute a joinder to the Stockholders Agreement. 3.3 FINANCING: BCE Nexxia shall make available to Clearwire financing in the amount of Ten Million Dollars ($10,000,000) as outlined in the Term Sheet, attached hereto as Schedule 3. Clearwire shall have the right to draw the entire amount of such financing in one or more draws, on or after the date of execution of the loan documents evidencing such financing, but Clearwire will not have the right to re-borrow amounts borrowed and repaid by Clearwire. 3.4 [***] [*** Confidential Treatment Requested] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 28 [***] SECTION 4 TERM AND TERMINATION 4.1 TERM: The term and conditions of this Agreement shall remain in effect from the Effective Date until terminated in accordance herewith (the "TERM"); provided, however, either Party may terminate this Agreement without cause, upon twelve (12) months prior written notice, which termination notice can be served by either Party to the other at any time beginning on October 1, 2007 provided however that BCE Nexxia will be entitled to serve such termination notice at any time following a Change of Control of Clearwire LLC or Clearwire Corporation in favor of a Major Provider or a Canadian Competitor, and that Clearwire will be entitled to serve such termination notice at any time following a Change of Control of BCE Nexxia, BCE Inc. or Bell Canada in favor of a Major Provider. A party that receives a notice of a proposed Change of Control (the "NON-CHANGING PARTY") in accordance with this Section 4.1 shall respond within sixty days of receipt of such notice to inform the other Party as to the Non-Changing Party's election regarding the exercise of its termination rights under this section 4.1. A failure of a Non-Changing Party to respond within such sixty day period shall constitute a decision by the Non-Changing Party not to terminate this Agreement as provided in this Section 4.1 as a result of such Change of Control. For greater certainty and for the purpose of this Agreement, the Term shall also be deemed to include any Termination Transition Period as contemplated by this Agreement except as otherwise provided in this Agreement. 4.2 TERMINATION FOR CAUSE: (a) Either Party (the "NON-DEFAULTING PARTY") may elect to terminate, in whole or in part, without liability, this Agreement upon the other Party's (the "DEFAULTING PARTY") failure to cure a curable Material Breach hereunder within thirty (30) days after delivery of written notice thereof. Notwithstanding the foregoing, if the Material Breach by the Defaulting Party reasonably requires more than thirty (30) days to cure, the Defaulting Party shall be deemed in compliance with the terms and conditions of the Agreement, provided that the [*** Confidential Treatment Requested] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 29 action taken to cure the Material Breach is promptly commenced upon receipt by the Defaulting Party of a notice of Material Breach, and is thereafter continuously prosecuted with due diligence to completion and is completed within a reasonable period of time, and provided that the Defaulting Party keeps the Non-Defaulting Party well informed at all times of its progress in curing the non-compliance. The failure by Clearwire to pay any undisputed amounts due or issue any of the equity interests under Section 3 within thirty (30) days after receipt of notice of non-payment, without any requirement for any additional notice, shall constitute a Material Breach for which BCE Nexxia may terminate this Agreement. (b) Either Party (the "TERMINATING PARTY") may elect to terminate this Agreement with no liability, if the other party, or such other Party's parent becomes Financially Uncertain (the "AT RISK PARTY"). For the purpose of this Section a Party, or its parent, shall be considered "Financially Uncertain" if it: (i) generally fails to pay, or admits in writing its inability to pay, material debts when they become due, and fails to pay such debts within thirty (30) days following its receipt of notice from any other entity that payment is past due; (ii) subject to any writ, judgement, warrant of attachment, execution, or similar process issued or levied against a substantial part of its property, assets, or business; or (iii) takes or has taken or has instituted against it any action or proceeding whether voluntary or involuntary which has an object or may result in the bankruptcy or winding up or reorganization of a Party, or a Party's parent other than a voluntary winding up or reorganization by members for the purpose of a reconstruction or amalgamation, or is placed under official management or enters into a compromise or other arrangement with its creditors or any class of them or an administrator, trustee, receiver, manager, or similar person is appointed to carry on its business or to take control or possession of any of its assets for the benefit of its creditors or any of them. The At Risk Party shall notify the Terminating Party of the occurrence of any event specified above within three (3) Business Days, or within a reasonable period thereafter, of their receipt of notice of, or knowledge of, any occurrence of such an event, or alternatively provide confirmation in writing within three (3) Business Days, or within a reasonable period thereafter, upon request from the Terminating Party, whether or not any of the above event has occurred. In addition, if a proceeding is commenced under any provision of the United States Bankruptcy Code, voluntary of involuntary, by or against a Party or a Party's parent, and this Agreement has not been terminated, the other Party may file a request with the Bankruptcy Court to have the court set a date within sixty (60) BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 30 days after the commencement of the case, by which the debtor shall assume or reject this Agreement, and the debtor shall cooperate and take whatever steps are necessary to assume or reject such contracts by such date. A Party shall not be considered an At Risk Party under the foregoing descriptions if an involuntary bankruptcy procedure is instituted against that Party by any third party and the Party contests the involuntary bankruptcy procedure in good faith and within a reasonable period of time. A Party shall not be considered an At Risk Party under the foregoing descriptions if a writ, warrant of attachment, execution, or similar process is issued or levied against a substantial part of the Party's property, assets or business as a result of an involuntary bankruptcy procedure filed by any third party and the Party contests the involuntary bankruptcy procedure in good faith and within a reasonable period of time. (c) In the event the Parties are unable to reach an agreement on an appropriate manner for addressing whether (each of the following a "TERMINATION DISPUTE"): (i) a Party is Financially Uncertain pursuant to Section 4.2(b); (ii) a Material Breach has occurred; (iii) a Material Breach is cured as contemplated in Section 4.2(a); or (iv) a Material Breach is not capable of being remedied, either Party may request in writing that such matter be referred to the dispute resolution mechanism set out in Section 17 for an appropriate resolution. 4.3 TERMINATION TRANSITION ASSISTANCE: In the event of a termination for convenience or for cause by either BCE Nexxia or Clearwire pursuant to Section 4.1, BCE Nexxia shall provide Termination Transition Assistance accordance with the provisions hereof, including the preparation of one or more plans in respect thereof which shall include, without limitation, the transfer of possession or assignment of any Take Back Service Elements pursuant to Section 2.8. The Parties shall act in good faith and reasonably and shall develop and implement transition plan(s); with the intent to reduce the likelihood of any material adverse impact to End Users, including suspension of VoIP Services to End Users or degradation in the Services. For greater certainty, BCE Nexxia shall not be required and Clearwire shall not be authorized, as part of Termination Transition Assistance, to respectively provide or seek the removal of any BCE Nexxia Deployed IP when such BCE Nexxia Deployed IP was deployed in Canada prior to the commencement of a Termination Transition Period. 4.4 TERMINATION FOR CONVENIENCE - CHARGES FOR TRANSITION: In the event of a termination by Clearwire for convenience pursuant to Section 4.1, and in consideration for providing Termination Transition Assistance to Clearwire, in accordance with Section 4.3, to the extent that the Services are being provided on a continuing basis as part of the Termination Transition Assistance, Clearwire shall pay the Charges, as contemplated in Section 3.1 and any fees BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 31 pursuant to Section 3.2. In addition to the foregoing, Clearwire shall compensate and indemnify BCE Nexxia for any BCE Nexxia Out-of-Pocket Termination Costs other than any Contract Termination Costs that result from BCE Nexxia's breach of an agreement with a Third Party Provider, where such breach has not been caused by or as a result of the termination of this Agreement by Clearwire pursuant to this Section 4.4. 4.5 BCE NEXXIA TERMINATION - CHARGES FOR TRANSITION: In the event of a termination by Clearwire for cause pursuant to Section 4.2, or a termination by BCE Nexxia for convenience pursuant to Section 4.1, BCE Nexxia shall provide, during a Termination Transition Period, Termination Transition Assistance in accordance with Section 4.3. For greater certainty nothing herein shall be construed as releasing Clearwire, during the Termination Transition Period, from the obligation to pay to BCE Nexxia the Charges associated with the provision of the Services, as contemplated in Section 3.1 and the payment of any fees pursuant to Section 3.2, provided that Clearwire shall not be required to make any payment to BCE Nexxia with respect to BCE Nexxia Out-of-Pocket Termination Costs (other than Contract Termination Costs associated with Dedicated Third Party Provider Agreements) and that if Clearwire terminates this Agreement for cause, Clearwire shall not be required to pay any fees pursuant to Section 3.2 for any period after termination of this Agreement. 4.6 CLEARWIRE TERMINATION FOR CAUSE - TERMINATION COSTS: In the event of a termination by BCE Nexxia for cause pursuant to Section 4.2 hereof, provided that Clearwire agrees to pay in advance all Charges incurred by BCE Nexxia in the Termination Transition Assistance Period, BCE Nexxia shall provide, during a Termination Transition Period, Termination Transition Assistance in accordance with Section 4.3. Clearwire shall pay to BCE Nexxia all Charges associated with the supply of Services and any additional Fees pursuant to Section 3.2 hereof, up to and including the actual date of termination of this Agreement, and shall compensate and indemnify BCE Nexxia for any BCE Nexxia Out-of-Pocket Termination Costs other than any Contract Termination Costs that result from BCE Nexxia's breach of an agreement with a Third Parry Provider. 4.7. CONSEQUENCES OF TERMINATION: Upon the termination (on the date specified in a notice of termination or otherwise herein provided for) and except as otherwise set forth herein or as otherwise agreed to for the Termination Transition Period: (a) each Party shall reconvey, relinquish and release to the other Party all rights and privileges granted by this Agreement, except that a Party shall not relinquish any Intellectual Property Rights that have been perpetually licensed to a a Party under Section 11.6 of this Agreement with respect to Joint Inventions; (b) each Party shall cease using Confidential Information and Intellectual Property of the other Party. All licenses to each Party's Intellectual Property granted under Section 11 shall terminate. BCE Nexxia grants to Clearwire, effective as of termination of this Agreement, a world wide, non-exclusive and fully paid license to Inventions developed jointly by employees of Clearwire and BCE Nexxia while engaged in work pursuant to this Agreement, provided that such Inventions (i) are integrated into Clearwire Products that exist as of the date of BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 32 termination of this Agreement, and that they are also integrated in any End Users hardware device (including existing inventory as of the date of termination of this Agreement) and (ii) are used by existing End Users as of the date of termination of this Agreement (save and except with respect to existing inventory as of the date of termination of this Agreement). Should Clearwire require any licenses to any specific BCE Nexxia Deployed IP such BCE Nexxia Deployed IP (except as the same relates to Non-Dedicated Systems) may be made available, subject to the Parties agreeing to commercially reasonable terms and only to the extent that such requested BCE Nexxia Deployed IP is also made available to non-Affiliated entities of BCE Nexxia; and return of any and all Clearwire assets located on BCE Nexxia premises, and assignment of all Take Back Service Elements upon Clearwire's request. SECTION 5 GOVERNANCE 5.1 EXECUTIVE OPERATING COMMITTEE; The Parties hereby agree to establish an operating committee (the "EXECUTIVE OPERATING COMMITTEE")to provide strategic guidance and oversight in connection with the Parties' objectives and obligations set forth herein. (a) The Executive Operating Committee shall consist of an equal number of representatives of each Party. The initial designees to the Executive Operating Committee are set out in Schedule 4. The members of the Executive Operating Committee shall be at the senior executive level of each Party, and each representative shall have appropriate knowledge and experience relevant to the substance of the relationship contemplated herein. (b) The Executive Operating Committee shall facilitate the resolution of material disagreements between the Parties to the extent they have not been resolved by the Project Management Office. (c) The Executive Operating Committee shall review Quarterly Planning Documents prepared and submitted by the Project Management Office, including the settlement of any disputes arising out of the preparation of such Quarterly Planning Documents. (d) The Executive Operating Committee shall consider and consult on market trends, sales and marketing strategies, product development, quality of service, customer satisfaction and other matters agreed upon by the Parties, for the purpose, among other matters, of maximizing efficiencies and facilitating the provision of the Services and the delivery of VoIP Services to End Users. (e) Each Party, in its reasonable discretion, may replace its representatives on the Executive Operating Committee, as each Party deems appropriate upon five (5) days prior written notice to the other Party. In addition, the number of members BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 33 on the Executive Operating Committee may be increased or decreased as mutually agreed to by the Parties. (f) The Parties shall consult with each other prior to appointing their representatives on the Executive Operating Committee, but appointments shall be made in the sole discretion of the appointing Party. (g) Each Party shall name one of its representatives to serve as a co-chairperson of the Executive Operating Committee. (h) The Executive Operating Committee shall meet on a quarterly each year in person. The meetings shall be held alternatively at each Party's place of business (or as otherwise agreed from time to time by the Parties). Except for the regular, quarterly meetings, all Executive Operating Committee representatives must be present at a meeting of the Executive Operating Committee either by phone, in person or by proxy. The Executive Operating Committee shall also meet (which meeting may be in person or by proxy or by teleconference) within ten (10) Business Days' written request by either BCE Nexxia or Clearwire to review an unresolved claim or issue. (i) The Executive Operating Committee may appoint subcommittees for individual projects and for any other activities for which the Executive Operating Committee determines a subcommittee is appropriate. (j) In addition to the foregoing, the Executive Operating Committee shall meet to: (a) review progress on any projects or initiatives of the Parties; (b) facilitate the resolution of any disputes between the Parties; and (c) direct the Project Management Office to perform additional activities as it sees fit. (k) At the end of each calendar quarter during the term of the Agreement, the co-chairpersons of the Executive Operating Committee shall jointly agree on an "Executive Operating Committee Progress Report" for delivery to designated senior executives of the Parties. (l) the Executive Operating Committee shall not have authority to modify the terms of this Agreement or to waive the rights of either Party. Any such modification or waiver must be in writing, as provided in this Agreement. All actions of the Executive Operating Committee are subject to approval by both Parties. 5.2 PROJECT MANAGEMENT OFFICE: The Parties shall create a project management office (the "PROJECT MANAGEMENT OFFICE"). The Project Management Office shall consist of an equal number of representatives of each Party, or any additional employees or representatives from BCE Nexxia and Clearwire whose involvement shall be required from time to time. The initial designees to the Project Management Office are set out in Schedule 4. Staffing requirements of the Project Management Office shall be reviewed by the Executive Operating Committee BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 34 quarterly, or on "as needed" basis. (a) The representatives of each Party on the Project Management Office shall prepare and submit for approval to the Executive Operating Committee, within forty-five (45) days of the Effective Date, a quarterly operations plan for the first quarter following the Effective Date together with a view of the following two quarters (the "INITIAL QUARTERLY PLANNING DOCUMENT") which shall establish the expected role of each Party, asset ownership, coordination of the acquisition of Service Elements and their deployment schedule, together with, without limitation, roadmaps as the same relate to the delivery of the Services and the deployment of a VoIP Services offerings to End Users. Fifteen (15) Business Days prior to the end each quarterly period, the Project Management Office shall develop and submit for approval to the Executive Operating Office a revised operations plan for the following quarter, with a view of the following two quarters (each such quarterly business plans being a "QUARTERLY PLANNING DOCUMENT"). Included in the Initial Quarterly Planning Document and each subsequent Quarterly Planning Document shall be a complete description of the Charges BCE Nexxia intends to incur in connection with providing Services to Clearwire together with a description of all Dedicated Third Party Provider Agreements it proposes to enter into pursuant to Section 2.7 hereof. The written approval of the Initial Quarterly Document and any subsequent Quarterly Planning Document by a Clearwire officer holding the title of Vice President or President shall constitute Clearwire's authorization to incur the costs and expenses included in Charges. Clearwire may not challenge decisions to incur Charges included in the Initial Quarterly Planning Document or any subsequent Quarterly Planning Document once it has been approved in the manner provided in this Section 5.2. (b) Subject to the Executive Operating Committee's oversight, the Project Management shall, without limitation: (i) oversee general operational activities as such activities relate to the supply by BCE Nexxia and the purchase by Clearwire of the Services and other day-to-day business operations; (ii) oversee the identification of Future Services, including the development of Service Plans in association therewith, together with the administration of the First Right of Proposal pursuant to Section 6.2; and (iii) perform other activities as the Executive Operating Committee may from time-to-time direct. (c) Each Party, in its reasonable discretion, may replace its representatives on the Project Management Office as each Party deems appropriate upon five (5) days prior written notice to the other Party. In addition, the number of members on the Project Management Office may be increased or decreased as mutually agreed to by the Parties. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 35 (d) The Project Management Office shall meet on a monthly basis until such time as there are twenty thousand (20,000) End Users subscribing to the VoIP Services and on a quarterly basis, or as otherwise requested by Clearwire, thereafter. The meetings shall be held alternatively at each Party's place of business (or as otherwise agreed from time to time by the Parties). All Project Management Office representatives must be present at a meeting of the Project Management Office either by phone, in person or by proxy. The Project Management Office shall also meet (which meeting may be in person or by teleconference) within ten (10) Business Days' of a written request by either BCE Nexxia or Clearwire to review an unresolved claim or issue. (e) The Project Management Office shall not have authority to modify the terms of this Agreement or to waive the rights of either Party. Any such modification or waiver must be in writing, as provided in this Agreement. All actions of the Project Management Office are subject to approval by both Parties. 5.3 BUDGET: Subject to Section 2.13(c), as part of the Services, BCE Nexxia shall develop and provide Clearwire with, on a quarterly basis, a detailed budget for the Services, for Clearwire's review and approval which shall be included in the applicable Quarterly Planning Document. BCE Nexxia shall update the budget in reasonable intervals, as circumstances warrant, and shall give Clearwire written notice if any budgeted item or category of expenses or Charges is expected to exceed the budget for such item in a material amount. BCE Nexxia shall provide such notice before incurring the charge that is in excess of the budget for such item. Upon receipt of such notice, Clearwire shall promptly review the proposed Charges and budget and either approve such Charges or consult with BCE Nexxia regarding any necessary changes to adhere to the budget. For greater certainty Clearwire hereby acknowledges that the budget for the initial period commencing on the Effective Date and including the next two (2) full calendar quarters, shall represent estimated categories plus amounts for Charges. SECTION 6 FUTURE SERVICES AND RIGHT OF FIRST PROPOSAL 6.1 FUTURE SERVICES: Without limiting BCE Nexxia's rights pursuant to Section 6.2 hereof, the Parties agree to work cooperatively and in good faith as follows: (a) The Parties intend to explore such opportunities with a view to increasing the opportunities for the use and deployment of the Future Services (the "NEW DEVELOPMENT INITIATIVES"). Further to the development of New Development Initiatives the Parties shall develop a common understanding of service trends and suggestions for improved cost effectiveness and enhancement with respect to the provisioning of Future Services. (b) The Project Management Office shall, within ninety (90) days following the appointment of the Project Management Office, develop an initial list of New Development Initiatives to be examined by the Executive Operating Committee. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 36 (c) The list of and relative priority to be accorded to each of the New Development Initiatives shall be reviewed and updated each quarter by the Project Management Office. If the Project Management Office determines not to pursue a New Development Initiative, or cannot agree as to how to pursue a New Development Initiative, the Project Management Office, or any of its members, shall report on an expedited basis the recommendation of the Project Management Office, or lack thereof, to the Executive Operating Committee. (d) Upon the determination by the Project Management Office that a sufficient commonality of interest exists for the joint development of a New Development Initiative, it shall designate a team ("DEVELOPMENT TEAM") consisting of a representative from each of BCE Nexxia and Clearwire with the applicable expertise to be responsible for the New Development Initiative. The Development Team shall be instructed to prepare and submit to the Project Management Office a timetable for the presentation of a series of recommendations in respect of the New Development Initiatives ("SERVICE PLANS"). The Services Plans shall include long range plans and short range plans as such plans relate to the evolution and telecommunications requirements. To that end, the Development Team shall include as part of the Service Plans, without limitation, a comprehensive and strategic analysis of network and telecommunications trends and directions, recommendations regarding price, performance and technology trends, long range/short range recommendations for improving cost effectiveness and service levels and an assessment of the appropriate direction for the applications and network platform architecture in light of best business practices, strategies, forecasted demands and competitive market decision. Both Parties agree that nothing herein shall be construed as requiring any Party to incur any costs or expenses in connection with the Services Plans unless otherwise agreed to in writing by the Parties or to disclose information which is considered, by a Party, as confidential 6.2 RIGHT OF FIRST PROPOSAL: In addition to the rights and obligations of the Parties pursuant to Section 6.1, the Parties shall: (a) Where Clearwire has requirements for the delivery of any Future Services, Clearwire shall grant to BCE Nexxia a Right of First Proposal ("ROFP") with respect to the supply of all required services and products in support of the Future Services pursuant to this Section 6.2. (b) Where Clearwire has a requirement for the delivery of Future Services, Clearwire shall provide written notice (the "ROFP NOTICE") to BCE Nexxia as it relates to such requirements. The ROFP Notice shall contain Clearwire's requirements with sufficient detail to enable the formulation of an informed decision by BCE Nexxia. Within ten (10) Business Days after receipt of the BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 37 ROFP Notice, BCE Nexxia shall notify Clearwire, in writing, of its interest in supporting the applicable Future Services identified in the ROFP Notice. (c) If BCE Nexxia either does not notify Clearwire of its interest within ten (10) Business Days or advises Clearwire that it is not interested in pursuing the support of the Future Services, Clearwire may make alternative arrangements regarding such Future Services with a third party; provided that, if there is any material change in Clearwire's requirements or a material change in the terms Clearwire is prepared to consider or accept with any such third party, Clearwire shall deliver a new ROFP Notice (before concluding arrangements with any third party) and the process described in this Section shall be repeated accordingly. (d) If BCE Nexxia advises Clearwire that it is interested in providing to Clearwire the Future Services, then the Parties shall enter into negotiations, in good faith, with respect to the appropriate terms and conditions of the arrangement, including without limitation, price, service standard, ordering and delivery, terms of sale, reporting, billing format, marketing and promotional materials, advertising, service specifications product development, service design and performance, schedule for service delivery, training and support. Upon agreement between the Parties as it relates to the Future Services to be provided by BCE Nexxia to Clearwire, such Future Services shall be considered thereafter as being part of the services for the purpose of this Agreement. (e) If BCE Nexxia fails to meet within thirty (30) days (or such longer period of time reasonably required due to the complexity of the Future Services sought by Clearwire) any material conditions of the ROFP (or if the Parties fail to reach agreement on applicable terms within thirty (30) days after commencement of negotiations, despite their good faith efforts to do so) and provided that BCE Nexxia has been given due notice and the reasons for its failure to meet such ROFP conditions along with a reasonable opportunity to cure such failure (which shall not exceed ten (10) days), Clearwire shall have the right, at any time, to terminate any negotiation, acting reasonably and in good faith, and to pursue alternative arrangements for the Future Services covered by the ROFP Notice with a third party; provided that Clearwire notifies BCE Nexxia of such intention and does not enter into such third party arrangement for a period of ten (10) Business Days following such notice; and further provided that, if there is any material change in Clearwire's requirements or a material change in the terms Clearwire is prepared to consider or accept with any such third party, Clearwire shall deliver a new ROFP Notice to BCE Nexxia (before concluding arrangements with any third party) and the process described in this Section shall be repeated accordingly. SECTION 7 CHANGE MANAGEMENT PROCESS BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 38 7.1 CHANGE MANAGEMENT PROCESS: The procedure set forth in this Section 7 (the "CHANGE MANAGEMENT PROCESS") shall be used for any Change to the Services. All Change Communications and Change Responses issued by a Party hereunder shall only be submitted by and accepted through the Project Management Office representatives of each Party or their authorized designees. 7.2 EXCEPTIONS: All Changes shall be made in compliance with the Change Management Process with the exception of: (a) any temporary Changes or Changes reasonably made by BCE Nexxia in connection with an event described in Section 18, which shall promptly be documented by BCE Nexxia and reported to Clearwire; and (b) any Change that BCE Nexxia, acting reasonably, deems necessary to maintain the continuity or competitiveness of Bell Canada's consumer VoIP service that is appropriately documented and reported to Clearwire and which is otherwise not possible to remedy within sixty (60) calendar days; and (c) ordinary course and routine operational changes. 7.3 BCE NEXXIA INITIATED CHANGES TO SERVICES: If BCE Nexxia wishes to make Changes to the Services, the Parties shall act as follows: (a) Sixty (60) Business Days prior to making any Changes to the Services, BCE Nexxia shall provide Clearwire with a change Communication setting out in reasonable detail, the scope and expected impact of the proposed Change(s) on the financial, technical, scheduling and other aspects of the Services. (b) With respect to a change to a Non-Dedicated System, Clearwire shall have the right, acting reasonably, to approve or reject any such proposed Change, but may reject only if such proposed Change would result in material adverse effect on the delivery of VoIP Services to Clearwire's End Users, as determined by Clearwire. If Clearwire rejects the proposed Change to a Non-Dedicated System, BCE Nexxia shall have the right to terminate this Agreement as provided in Section 4.1 hereof. (c) With respect to a Change to a Dedicated System, Clearwire shall have the right, acting reasonably, to approve or reject any such proposed Change, provided that if Clearwire rejects the proposed Change BCE Nexxia shall be released of its obligations under Section 2.3 hereof to the extent that the nature and quality of Services is negatively impacted by the failure to effectuate the Change. Notwithstanding the foregoing, if Clearwire rejects the proposed Change and such rejection has an Adverse Material Impact on BCE Nexxia, BCE Nexxia shall have the right, acting reasonably, to terminate this Agreement as provided under Section 4.1 hereof. 7.4 CLEARWIRE INITIATED CHANGES: If Clearwire wishes to make Changes to the Services, the Parties shall act as follows: BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 39 (a) Clearwire may seek Changes at any time and from time to time during the Term of the Agreement by providing a Change Communication as provided in Section 7.1 above. (b) Each such Change Communication shall set out the scope, intent, description, objective, any expected impact on existing obligations of the Parties, expected implementation date and any other relevant matters relating to the proposed Change. (c) With respect to a proposed Change by Clearwire to a Non-Dedicated System, BCE Nexxia, acting reasonably, may reject such proposed Change. (d) With respect to a proposed Change by Clearwire to a Dedicated System, BCE Nexxia shall accept such proposed Change unless the proposed Change has an Adverse Material Impact on BCE Nexxia. (e) If BCE Nexxia accepts a proposed Change from Clearwire to either a Non-Dedicated System or a Dedicated System, BCE Nexxia shall respond to a Change Communication, unless otherwise agreed by the Parties, by delivering a Change Response to Clearwire ("CHANGE RESPONSE") within ten (10) days, or such longer period as deemed reasonable in the circumstances due to the complexity of the proposed Change. Each Change Response shall be reasonably sufficient to permit informed evaluation of the proposed Change, including any proposed adjustment to the Services and Charges and/or other amounts payable by Clearwire in connection with such Changes, and any other relevant matters raised in the Change Communication. (f) Accepted Changes shall be implemented in accordance with the applicable provisions of the Change Communication or Change Response, as the case may be. 7.5 THIRD PARTY PROVIDER INITIATED CHANGES: If a Third Party Provider, under a Dedicated Third Party Provider Agreement wishes to make any Changes, the Parties shall act as follows: (a) BCE Nexxia shall notify Clearwire, through a Change Communication, promptly following receipt by it of a Third Party Provider proposed Change, which written notice shall set out in reasonable detail the scope and expected impact of the proposed Change(s) on financial, technical, scheduling and other aspects of the Services. (b) BCE Nexxia shall have the right, acting reasonably and in accordance with the terms of the Dedicated Third Party Provider Agreement, to approve or reject the proposed Change. If BCE Nexxia accepts the proposed Change, Clearwire must accept the proposed Change. (c) If a Third Party Provider's proposed Change is not in accordance with the terms of the Dedicated Third Party Provider Agreement, Clearwire may reject the proposed Change, but only if such proposed Change would result in material adverse effect on delivery of VoIP Services to Clearwire's End Users, as determined by Clearwire. If the BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 40 rejected Change related to a Non-Dedicated System, BCE Nexxia shall have the right to reject such proposed Change or terminate this Agreement pursuant to Section 4.5 hereof, but only where the proposed Change would have an Adverse Material Impact on BCE Nexxia. 7.6 CHANGES IN APPLICABLE LAW: If a change in Applicable Laws requires a Change to the Services, both Parties shall have the right to request the Change, and Clearwire shall have the right, acting reasonably, to approve or reject the Change. If approved, BCE Nexxia shall implement the Change unless it would have an Adverse Material Impact on BCE Nexxia, in which case BCE Nexxia may terminate this Agreement pursuant to Section 4.5. If rejected, the Parties will take the following steps in declining order of priority: (a) oppose or seek a Waiver from the change in Applicable Law; (b) negotiate in good faith any necessary Change(s) to the Service with the intent of making the smallest and least costly Change or (c) terminate the Agreement pursuant to Section 4.5. 7.7 GENERAL: A Party making a Change Communication shall be responsible for its own costs and the reasonable and actual costs incurred by the other Party directly related to the evaluation and preparation of a Change Communication or with respect to any response thereto, including the costs incurred in conducting any investigations required in connection therewith. SECTION 8 WARRANTY 8.1: EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, (a) BCE NEXXIA MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND (b) BCE NEXXIA DOES NOT REPRESENT OR WARRANT THAT THE SERVICES (i) WILL BE UNINTERRUPTED OR ERROR-FREE, (ii) WILL MEET CLEARWIRE'S REQUIREMENTS OR (iii) WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. BCE NEXXIA DOES NOT AUTHORIZE ANYONE, EXCEPT FOR AUTHORIZED REPRESENTATIVES OF BCE NEXXIA IN A SIGNED WRITTEN AGREEMENT, TO MAKE A REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND ON ITS BEHALF AND CLEARWIRE SHOULD NOT RELY ON ANYONE MAKING SUCH STATEMENTS. SECTION 9 GENERAL AND INTELLECTUAL PROPERTY INDEMNITY 9.1 GENERAL INDEMNITY: Each Party (in this Section 9.1, the "INDEMNITOR") shall defend, indemnify and hold the other Party, its Affiliates and their respective directors, officers and employees (in this Section 9.1, the "INDEMNITEE") harmless with respect to any claim, demand, action, cause of action, damage, loss, cost, liability or expense directly resulting from (a) any breach by the Indemnifying Party of its obligations hereunder including any breach of the warranties and representations made by that Party herein, and (b) for any amounts not withheld BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 41 by Clearwire that were required to be withheld under Applicable Law from payments by Clearwire under Section 3.2, and any fines, penalties or interest imposed under Applicable Law and relating thereto, in which case, BCE Nexxia shall be the Indemnitor and Clearwire shall be the Indemnitee for purposes of this clause (b). 9.2 INTELLECTUAL PROPERTY INDEMNITY: Without limiting the generality of the foregoing, each Party (as Indemnitor) will defend or settle, at its own expense, the following third Party claims brought against the other Party (as Indemnitee), and indemnify and hold the Indemnitee harmless for: (a) BCE NEXXIA AS INDEMNITOR: claims against Clearwire alleging that a Service infringes any Intellectual Property Right in Canada, except to the extent the claim arises out of, or results from: (i) Clearwire Products or hardware or Software provided by Clearwire to BCE Nexxia pursuant to this Agreement; (ii) Clearwire's or any End User's content in connection with the Services; (iii) modifications to the Services made by, or combinations of the Services with services or products provided by or at the direction of Clearwire; (iv) BCE Nexxia's adherence to Clearwire's written instructions to modify the Services; or (v) use of the Services by Clearwire in violation of this Agreement. (b) CLEARWIRE AS INDEMNITOR: claims against BCE Nexxia (i) for libel, slander, defamation, or violation of a right of privacy or publicity arising from the use of the VoIP Services by Clearwire or an End User; or (ii) arising from Clearwire's marketing activities, including Clearwire's violation of laws and regulations applicable to the authorization and proof of authorization necessary to convert an End User to Clearwire's service. 9.3 OBLIGATION TO COOPERATE: In each case under this Section 9 in which an Indemnitee seeks indemnification, the Indemnitee must (a) promptly notify the Indemnitor in writing of the claim, provided that failure to do so will not affect the Indemnitor's obligations except to the extent the Indemnitor is prejudiced by the failure; (b) give the Indemnitor all requested information which the Indemnitee has concerning the claim; (c) reasonably cooperate with and assist the Indemnitor in defending or settling the claim, at the Indemnitor's expense; and (d) not make any admissions relating to the claim.The Indemnitee may participate in the defense of the claim at its expense through counsel of its choosing, and the Indemnitor will in any event consult with the Indemnitee about the defense of the claim and any proposed settlement at the Indemnitee's request. If not settled the Indemnitor will pay all damages and costs (including reasonable attorneys' fees) that by final judgment may be assessed against Indemnitee. 9.4 IN THE EVENT OF A CLAIM OF INFRINGEMENT: The Indemnitor may at its option either procure the right to continue using, or replace or modify, the alleged infringing item so that the item becomes non infringing and substantially compliant with applicable requirements. SECTION 10 LIMITATION OF LIABILITY BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 42 10.1 LIMITATION OF LIABILITY: IF NOT OTHERWISE EXPLICITLY LIMITED OR EXCLUDED ELSEWHERE IN THIS AGREEMENT, AND EXCEPT FOR BREACHES OF SECTION 12, A PARTY'S OBLIGATION TO INDEMNIFY FOR CLAIMS OF THIRD PARTIES, AND ACTIONS RESULTING IN PERSONAL INJURY OR DEATH, EACH PARTY'S LIABILITY TO THE OTHER UNDER THIS AGREEMENT FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION AND WHETHER THE LIABILITY ARISES IN CONTRACT, (INCLUDING FUNDAMENTAL BREACH) TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF REPRESENTATION, WARRANTY, CONDITION OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES, AND SHALL NOT EXCEED IN THE AGGREGATE DURING ANY TWELVE (12) MONTH PERIOD A SUM EQUAL TO TWELVE TIMES THE MONTHLY GROSS REVENUES OF CLEARWIRE FROM VOIP SERVICES PROVIDED TO END USERS THAT ARE SUPPORTED BY BCE NEXXIA THROUGH THE MANAGEMENT AND SUPPLY OF THE SERVICES AS PROVIDED HEREIN FOR THE MONTH IN WHICH THE DAMAGE CLAIM ARISES BUT NOT MORE THAN [***] 10.2 EXCLUSION OF LIABILITY: EXCEPT FOR BREACHES OF SECTION 12, A PARTY'S OBLIGATION TO INDEMNIFY FOR CLAIMS OF THIRD PARTIES AND ACTIONS RESULTING IN PERSONAL INJURY OR DEATH, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, RELIANCE, SPECIAL OR OTHER INDIRECT DAMAGES, INCLUDING LOST PROFITS, BUSINESS, GOODWILL OR ANTICIPATED REVENUE, LOSS OF DATA DOWNTIME OR BUSINESS INTERRUPTION, OR INCREASED COST OF OPERATIONS, OR FOR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER THE LIABILITY ARISES IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT, (INCLUDING NEGLIGENCE) STRICT LIABILITY, BREACH OF REPRESENTATION, WARRANTY, CONDITION OR OTHERWISE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.3 FURTHER LIMITATION OF LIABILITY: EXCEPT AS THIS AGREEMENT MAY OTHERWISE EXPRESSLY PROVIDE, AND PROVIDED BCE NEXXIA COMPLIES WITH THE TERMS OF THIS AGREEMENT, BCE NEXXIA SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF, OR RESULTING FROM: (a) SERVICE IMPAIRMENTS OR INTERRUPTIONS OR LOST, ALTERED OR MISDIRECTED TRANSMISSIONS OR MESSAGES; (b) INTEROPERABILITY, INTERCONNECTION OR PERFORMANCE PROBLEMS, INCLUDING PROBLEMS CAUSED BY OR WITH APPLICATIONS, EQUIPMENT, SERVICES OR NETWORKS PROVIDED BY EITHER PARTY OR A THIRD PARTY; (c) INABILITY OF CLEARWIRE OR ITS END USERS TO ACCESS OR INTERACT WITH OTHER SERVICE PROVIDERS, NETWORKS, USERS, CONTENT OR SERVICES; (d) CONTENT OR SERVICES OF, OR INTERACTIONS WITH, A THIRD PARTY, EVEN IF HOSTED, CACHED, SUPPORTED OR OTHERWISE ENABLED BY BCE NEXXIA; (e) SERVICES, EQUIPMENT OR SOFTWARE PROVIDED BY THIRD PARTIES; (f) UNAUTHORIZED ACCESS BY A THIRD PARTY TO THE TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OF CLEARWIRE, ITS END USERS, OR ANY [*** Confidential Treatment Requested] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 43 OTHER THIRD PARTY; OR (g) UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF CLEARWIRE'S OR ITS OR END USERS' OR ANY THIRD PARTY'S NETWORKS, SYSTEMS, CONTENT, APPLICATIONS, DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION BY ANY MEANS INCLUDING ACCIDENT OR FRAUDULENT MEANS OR DEVICES. 10.4 ALLOCATION OF RISK; Each Party acknowledges that the disclaimers of representations, warranties and conditions, limitations of liability, and limitations of remedies in the, Agreement fairly allocate risks between them. SECTION 11 INTELLECTUAL PROPERTY 11.1 OWNERSHIP: Except for the licenses expressly granted under this Agreement, (i) BCE Nexxia shall, with respect to Clearwire, possess and retain all Intellectual Property Rights in the BCE Nexxia Deployed IP; BCE Nexxia IS/IT and Telecom Systems and (ii) Clearwire shall, with respect to BCE Nexxia, possess and retain all Intellectual Property Rights in the Clearwire Enabling IP. BCE Nexxia shall have exclusive ownership of BCE Nexxia Inventions, and Clearwire shall have exclusive ownership of Clearwire Inventions. The parties' rights in Joint Inventions are set forth and defined in Sections 11.6 below. 11.2 GRANT OF LICENSE: BCE Nexxia hereby grants to Clearwire, for the Term, a worldwide, non-exclusive, non-assignable, non-transferable and fully paid license (without the right to sublicense), but only to the extent that BCE Nexxia has the right to grant such licenses, to use, reproduce and create Derivatives of BCE Nexxia IS/IT Systems and Telecom Systems (excluding Non-Dedicated Systems), components of BCE Nexxia IS/IT Systems and Telecom Systems (excluding any Non-Dedicated Systems), and to BCE Nexxia Deployed IP (but excluding in all three (3) cases any Non-Dedicated Systems) but solely for the purpose of providing VoIP Services to End Users in the Territory (only to the extent that such End Users of VoIP Services are supported by BCE Nexxia through the arrangement and supply of the Services that are provided herein) in accordance with this Agreement, and to provide support services to such End Users. Clearwire hereby grants to BCE Nexxia, for the Term, a worldwide, non-exclusive, non-assignable, non-transferable and fully paid license (without the right to sublicense) to use, reproduce and create Derivatives of Clearwire Products and/or Clearwire Enabling IP, but solely for the purpose of providing the Services to Clearwire and only to the extent Clearwire has the right to grant such a license. With respect to Software, unless specifically otherwise agreed in writing by the licensing party, and subject to any terms and conditions which may be reasonably required by the licensing party, the license rights granted under this Section shall not include any rights or license to access or use the Source Code of such Software. Moreover, the license rights granted under this Section shall not include any right to reverse engineer, decompile and/or disassemble for Clearwire, any of the BCE Nexxia Deployed IP, and for BCE Nexxia, any of the Clearwire Enabling IP. The Parties understand that the licenses granted hereunder are for the use of, or the right to use the specified items set forth above, including know-how, or for the use of, or the right to use information concerning industrial, commercial or scientific experience. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 44 11.3 NOTIFICATION OF AND ASSIGNMENT OF DERIVATIVES: Clearwire shall promptly notify BCE Nexxia of the creation of any Derivatives of the BCE Nexxia Deployed IP that are created by or on behalf of Clearwire. Clearwire hereby assigns and transfers all such Derivatives and all related Intellectual Property Rights in such Derivatives to BCE Nexxia, and shall promptly execute any document and perform such further acts to confirm the ownership of such works by BCE Nexxia as BCE Nexxia may request. BCE Nexxia shall promptly notify Clearwire of the creation of any Derivatives of the Clearwire Enabling IP that are created by or on behalf of BCE Nexxia. BCE Nexxia hereby assigns and transfers all such Derivatives and all related Intellectual Property Rights in such Derivatives to Clearwire, and shall promptly execute any document and perform such further acts to confirm the ownership of such works by Clearwire as Clearwire may request. 11.4 THIRD PARTY LICENSES: BCE Nexxia shall make commercially reasonable efforts to arrange for the Intellectual Property which is licensed from third parties in connection with the Services to be either sub-licensed by BCE Nexxia to Clearwire or licensed directly by Clearwire from the third party licensors, and Clearwire shall be responsible for obtaining any such licenses which may be required from such third party licensors and shall be responsible for payments which may be required to be made to any third parties as a result of Clearwire's use of such Intellectual Property. 11.5 FILING OF PATENT APPLICATIONS: BCE Nexxia, with respect to BCE Nexxia Inventions, and Clearwire, with respect to Clearwire Inventions, shall have the exclusive right to file any Patent applications arising from such inventions any where in the world at its own sole expense, and shall thereafter own all such applications and any continuations, continuations-in-part, divisions, extensions, reissues and reexaminations of any such applications, as well as any Patents resulting from such applications. BCE Nexxia and Clearwire, with respect to Joint Inventions made pursuant to this Agreement, shall each have the right to file any Patent applications arising from such Inventions anywhere in the world at its own sole expense and BCE Nexxia and Clearwire shall there after co-own all such applications and any continuations, continuations-in-part, divisions, extensions, reissues and reexaminations of any such applications, as well as any Patents resulting from such applications. Each party and its Affiliates shall have the unrestricted right to use (but not license) Joint Inventions without the consent of, or accounting to, the other party, provided that (a) Clearwire's copyrights and trade secrets in all such Joint Inventions (which have been disclosed to BCE Nexxia in the course of performing this Agreement) shall be licensed to BCE Nexxia under Section 11.8 below for use in the BCE Nexxia Field of Use, and Clearwire shall take no action that would in any way jeopardize such license or lead to the public disclosure of any jointly owned trade secret, and (b) BCE Nexxia's copyrights and trade secrets in all such Joint Inventions (which have been disclosed to Clearwire in the course of performing this Agreement) shall be licensed to Clearwire under Section 11.8 below for use in the Clearwire Field of Use and BCE Nexxia shall take no action that would in any way jeopardize such license or lead to the public disclosure of any jointly owned trade secret. Any licensing of Joint Inventions to a third party and any division of resulting royalties must be mutually approved by Clearwire and BCE Nexxia. 11.6 RECIPROCAL LICENSE TO JOINT INVENTIONS: Clearwire grants to BCE Nexxia a world-wide, irrevocable, transferable, fully-paid perpetual license (with the right to sublicense) under BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 45 Clearwire's copyrights and trade secrets (which have been disclosed to BCE Nexxia in the performance of this Agreement), to reproduce, have reproduced, prepare and have prepared Derivatives of, translate, display, distribute and perform Joint Inventions, but only within the BCE Nexxia Field of Use. BCE Nexxia grants to Clearwire a world-wide, irrevocable, transferable, fully-paid perpetual license (with the right to sublicense) under BCE Nexxia's copyrights and trade secrets (which have been disclosed to Clearwire in the performance of this Agreement), to reproduce, have reproduced, prepare and have prepared Derivatives of, translate, display and distribute Joint Inventions, but only within the Clearwire Field of Use. 11.7 LICENSING FREEDOM: For greater certainty, each Party shall have the right to license independently to any third party any Intellectual Property Rights arising from any of its own Inventions. All royalties resulting from such licensing may be retained solely by the licensor, and there shall be no requirement for accounting to the other party to this Agreement. Each party shall only have the right to license to a third party (except to an Affiliate) any Intellectual Property Rights arising from any Joint Inventions with the expressed written permission of the other party, which shall not be unreasonably withheld. All division of royalties resulting from such licensing shall be negotiated between the Parties prior to the effectiveness of any such license. Notwithstanding the above, each Party shall have the right to license independently to any Affiliate any Intellectual Property Rights arising from any Joint Inventions provided that no further sub-license rights are granted to the said Affiliates. All royalties resulting from such licensing may be retained solely by the licensor, and there shall be no requirement for accounting to the other party to this Agreement. 11.8 NO IMPLIED LICENSES: Except as provided for in the fully paid licenses described herein, no license or other right is granted by either Party or any of its Affiliates to the other by implication, estoppels or otherwise, under any Patents, trade secrets, copyrights, or other Intellectual Property now or hereafter owned or controlled by such Party or any of its Affiliates except for the licenses and rights granted in this Agreement. Nothing contained in this Agreement shall be construed as: (a) a warranty or representation by either Party as to the validity, enforceability, and/or scope of any Intellectual Property or Intellectual Property Right; (b) imposing upon either Party any obligation to institute any suit or action for infringement of any Intellectual Property or Intellectual Property Right, or to defend any suit or action brought by a third party which challenges or concerns the validity, enforceability, or scope of any Intellectual Property Right; (c) imposing on either Party any obligation to file any Patent application or other Intellectual Property Right application or registration or to secure or maintain in force any Patent or other Intellectual Property; (d) a license to any of BCE Nexxia's or its Affiliates' Intellectual Property, Clearwire's or its Affiliates' Intellectual Property, BCE Nexxia Inventions or Clearwire Inventions. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 46 SECTION 12 CONFIDENTIAL INFORMATION 12.1 RESTRICTED USE: Each Recipient shall use the Informant's Confidential Information solely for the purposes of fulfilling its obligations or exercising its rights under this Agreement. Each Recipient shall not disclose the Informant's Confidential Information except as expressly provided by this Agreement. Confidential Information shall be marked confidential, restricted or propriety by the Informant, provided, however, that the failure of either Party to so mark any material shall not relieve the Recipient of the obligation to maintain the confidentiality of any unmarked material which the Recipient knows or should have reasonably known contains Confidential Information. 12.2 RETURN OF CONFIDENTIAL INFORMATION: Immediately upon receipt an Informant's request, the Recipient shall return to the Informant, or certify as destroyed, any and all tangible materials concerning Confidential Information, together with all copies, whether such materials were made or compiled by the Recipient or furnished by the Informant. Notwithstanding the foregoing, the Recipient shall not be obligated to comply with the preceding obligations in this Section 12.2. in the event that the Confidential Information is incorporated into board of directors or committee minutes of the Recipient or the Recipient's parent corporation or if the retention by the Recipient of such Confidential Information is required under applicable law, including but not limited to the Sarbanes-Oxley Act; provided, however, that in any such case the Recipient shall provide the Informant with written notice describing in detail the nature of the Confidential Information that is not being destroyed or returned to the Informant, and identifying the reason that such Confidential Information qualifies for the exception from the destruction or return requirement. 12.3 SCOPE OF OBLIGATIONS: Each Recipient will take the precautions used by the Recipient to maintain the secrecy of its own confidential information, which in no event shall be less than all reasonable precautions, to maintain the secrecy of all Confidential Information disclosed to it by the Informant. 12.4 RESTRICTED DISCLOSURE: Unless it has received the prior written consent of the Informant, except as provided in this Section 12 or in the Side Agreement, the Recipient will disclose Confidential Information of the Informant only to those directors, officers, employees, agents, subcontractors and professional advisors of the Recipient with a necessary and direct need to know the Confidential Information for the purposes of this Agreement, and covenants and warrants that all Persons to whom Confidential Information is disclosed in accordance with this will maintain the secrecy of such Confidential Information. 12.5 EXCEPTIONS: The obligations set out in this Section 12 shall not apply to any Confidential Information that: (a) at the time of disclosure to the Recipient is in the public domain; BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 47 (b) shall become generally known through no wrongful act of the Recipient (but only after it is published or becomes part of the public domain); (c) was disclosed in good faith to the Recipient by a third party having legitimate possession and the right to make such disclosure and who did not require the Recipient to hold it in confidence; (d) was in legitimate possession of the Recipient prior to its disclosure by the Informant as evidenced by its business records and was not acquired by the Recipient under an obligation of confidence; (e) is independently developed by the Recipient without use of the Confidential Information as evidenced by its business records; or (f) the Recipient is required by a judicial, administrative, governmental body or stock exchange (in the reasonable opinion of Recipient's counsel) to disclose, provided that prior to disclosing any Confidential Information, the Recipient promptly notifies the Informant and cooperates with the Informant to seek appropriate protective orders with respect to such portion of the Confidential Information as is the subject of any such required disclosure. 12.6 INFORMANT NOT OBLIGATED TO DISCLOSE: Subject to the terms of this Agreement, each Party acknowledges that notwithstanding the execution of this Agreement, the Informant maintains the sole and absolute discretion to determine what, if any, of the Confidential Information it will release to a Recipient. 12.7 NO RIGHTS OR INTEREST TO CONFIDENTIAL INFORMATION: Ownership of and all right, title and interest to any and all Confidential Information, copies and other material shall at all times vest exclusively in the Informant. The disclosure of Confidential Information shall not be construed as granting to the Recipient any rights, by license or otherwise under any copyrights, copyright applications, trade secrets, trade-marks or other Intellectual Property Rights in any country relating to any of the Confidential Information which the Informant or an associated corporation may now or hereafter own or to which it may hold licensing rights. 12.8 RIGHT TO INJUNCTIVE RELIEF: In the event of a breach or threatened breach of this Section 12, the Parties agree that the harm suffered by the injured Party would not be compensable by monetary damages alone and, accordingly, that the injured Party shall, in addition to other available legal or equitable remedies, be entitled to apply for an injunction or other such equitable remedy as against such breach or threatened breach without the other Party's consent. SECTION 13 REGULATORY MATTERS 13.1: Nothing in this Agreement shall require either Party to take any action prohibited, or omit to take any action required by a Regulatory Authority having jurisdiction with respect thereto, including, without limitation, as a result of a change in the Applicable Laws. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 48 SECTION 14 PUBLICITY 14.1 Except as otherwise provided under the Side Agreement, each Party shall consult with the other before issuing any press release or making any other public announcement with respect to this Agreement or the transactions contemplated hereby (other than any promotional or marketing material of such Party which merely identifies, to the extent applicable, the other Party as a customer or supplier, as applicable, of such Party), and none of the Parties shall issue any such press release or make any such public announcement without the prior written consent of the other provided, however, that any Party may, without such consent, make such disclosure if the same is required by Applicable Law, any stock exchange on which any of the securities of such Party or any of its Affiliates are listed or posted for trading, or any securities commission or other similar Regulatory Authorities having jurisdiction over such Party or any of its Affiliates, and if such disclosure is required, the Party making the disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure. SECTION 15 AMENDMENT 15.1 No modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the Parties. SECTION 16 COSTS 16.1 Each of the Parties shall be responsible for all of its own costs and expenses incurred in the course of conducting due diligence and negotiating and preparing the documentation contemplated by this Agreement and in attending meetings of the Executive Operating Committee, the Project Management Office or such other meetings as are contemplated in this Agreement. SECTION 17 DISPUTES 17.1 If a dispute, claim, question or difference between the Parties (a "DISPUTE") arises with respect to this Agreement or the Parties' performance, enforcement or breach, the Parties shall use their best reasonable efforts to settle the Dispute and the representative of each Party on the Project Management Office, or other designated managers of each Party, shall consult and negotiate with each other for at least ten (10) Business Days, or such other longer period of time the Parties may agree, in good faith and understanding of their mutual interests, in an attempt to reach a just and equitable solution satisfactory to all Parties, prior to escalating any such Dispute to the Executive Operating Committee. 17.2 If the Dispute remains unresolved by the Executive Operating Committee after a period of fifteen (15) Business Days, or such longer period of time the Parties may agree, the Dispute shall BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 49 be escalated to a senior executive (a direct report to the CEO) of each Party and such senior executive shall have thirty (30) days, or such longer period as the Parties may agree, to resolve the Dispute. 17.3 If a settlement cannot be reached at senior executive level pursuant to Section 17.2, a Party may provide written notice to the other Party (a "NOTICE TO ARBITRATE") and may refer the Dispute to binding arbitration to be held in accordance with the provisions of rules of the American Arbitration Association. The Dispute will be finally settled by the arbitration from which there shall be no appeal. The arbitration shall be heard by a single arbitrator to be agreed by the Parties and, failing such agreement, each Party will appoint one arbitrator and the two arbitrators will mutually select a third one. The Notice to Arbitrate shall set out a concise description of the Dispute to be submitted to arbitration and shall be delivered to the other Party. The arbitration shall take place in New York, New York. The language to be used in the arbitration shall be English. Nothing in this section precludes a Party from seeking interim relief by way of an injunction (mandatory or otherwise) or other interim equitable relief in the courts located in New York, New York in connection with this Agreement. Judgment of the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 17.4 Notwithstanding Section 17.1 and 17.2 hereof, where a Dispute involves a matter that requires resolution or relief urgently and where there are reasonable grounds to believe a delay in obtaining such resolution or relief would cause a Party significant harm that would not practically be compensable by damages alone (an "URGENT DISPUTE"), that Party may submit the Urgent Dispute for arbitration in accordance with Section 17.3 hereof at any time and without having first attempted to resolve the Urgent Dispute in accordance with the escalation process set forth herein. 17.5 Notwithstanding the foregoing, nothing in this Section 17 shall restrict either Party from: (a) seeking injunctive relief, including, but not limited to a temporary restraining order against the other Party for alleged breaches of this Agreement; and (b) taking formal action relating to proprietary rights, including Intellectual Property Rights and confidentiality. SECTION 18 FORCE MAJEURE 18.1: If a Party's performance of this Agreement or any obligation (other than the obligation to make payments for Services rendered) hereunder is prevented, restricted or interfered with by causes beyond its reasonable control, (and where such cause could not have been avoided by taking reasonable precautions, including precautions taken by BCE Nexxia with respect to its own network and services it provides to its customers), including, but not limited to, acts of God, fire, explosion, vandalism, power grid outages (beyond any required battery back-up or generator capacity), storm or other similar occurrence including rain fade or other atmospheric conditions, any law, order, regulation, direction, action or requirement of any governmental authority or national, provincial, state or local governments, or of any department, agency, commission, BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 50 court, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority, or by national emergencies, insurrections, riots, wars, acts of terrorism, strikes, lockouts or work stoppages or other labor difficulties, supplier failures, shortages, breaches or delays, then the Party affected by such force majeure event (the "AFFECTED PARTY") shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference. The Affected Party shall make commercially reasonable efforts under the circumstances to avoid and remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes cease. If an event giving rise to force majeure should continue for a period of three (3) months, the Party which is not subject to that force majeure event shall have the right to terminate this Agreement. SECTION 19 GENERAL PROVISIONS 19.1 ASSIGNMENT: This Agreement may not be assigned in whole or in part without the prior written consent of the other Party. Notwithstanding the foregoing, but subject to the provisions of Section 4.1, each Party shall have the right to assign, in whole or in part, its rights, interests and obligations under this Agreement, without the prior consent of the other Party, to an Affiliate, provided such Affiliate agrees in writing to be bound by all of the obligations of the assigning Party under this Agreement. In addition, subject to the provisions of Section 4.1, each Party shall have the right to assign in whole or in part its rights, interests and obligations under this Agreement to a company with whom it merges or consolidates or who acquires all or substantially all of the stock or assets of the assigning Party (each such company, a "PERMITTED ASSIGN"), provided that the Permitted Assign agrees in writing to be bound by all of the obligations of the assigning Party under this Agreement. In all circumstances, the assigning Party shall not be released from its liabilities under this Agreement except to the extent the non-assigning Party otherwise agrees. Any attempted assignment, sub-license, transfer, encumbrance or other disposal of this Agreement without such required consent will be void and ineffective, and will constitute a material default and breach of this Agreement. This Agreement shall be binding upon and will inure to the benefit of the Parties and their respective successors and Permitted Assigns. 19.2 ENTIRE AGREEMENT: This Agreement (including the Schedules attached hereto) constitutes the entire agreement between Clearwire and BCE Nexxia with respect to the subject matter, merging and superseding all prior agreements, understandings, commitments, undertakings and representations on the subject matter. 19.3 ENUREMENT: This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns. 19.4 GOVERNING LAW: Except to the extent governed by the U.S. Communications Act or other U.S. federal law, this Agreement and all matters related thereto will be governed by the internal laws of the State of New York, without giving effect to any choice of law provisions thereof. Each Party consents to jurisdiction of the provincial or federal courts located in the State of New York, located in New York, New York in connection with any action brought under this BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 51 Agreement. Neither Party shall commence any such action or claim other than in the courts located in New York, New York. 19.5 INTERPRETATION: In this Agreement, the headings are for convenience of reference only and shall not affect its construction or interpretation. 19.6 NON-WAIVER: No waiver of any term or provision or of any breach or default shall be valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any other terms or provision of any subsequent breach or default of the same or similar nature. 19.7 NOTICES AND REQUESTS: All notices and requests in connection with this Agreement shall be deemed to have been duly and properly given as of the earlier of: (i) the date such notice has been received, including by electronic or facsimile means, with reliable evidence confirming receipt; (ii) the day of guaranteed delivery if sent by overnight courier service, charges prepaid and with designation for next-day delivery; or (iii) five (5) days after deposit of such notice in the national postal service of the U.S. or Canada, as applicable, postage prepaid, certified or registered, return receipt requested; addressed to the recipient Parties at the address shown below or at such address as such Parties may subsequently designate in writing: BCE Nexxia Floor 6N 483 Bay Street Toronto, Ontario M5G 2C9 Attention: Trevor Anderson Fax: (416) 597-3300 and with a cc to: Scott Thomson Floor 37 1000, rue de la Gauchetiere, Ouest Montreal, Quebec H3B 4Y7 Fax: 514-786-6794 Email: scott.Thomson@bell.ca and with a cc to: Michel Lalande Floor 39 1000, rue de la Gauchetiere, Ouest Montreal, Quebec H3B 4Y7 Fax: 514-391-8386 Email: michel.lalande@bell.ca CLEARWIRE: BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 52 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, WA 98033 Attention: Benjamin G. Wolff Fax: 425.216.7900 with a cc to: Attention: Law Department Fax: 425.216.7900 and a cc to: Davis Wright Tremaine 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101-1688 Attn: Julie Weston Fax: 206.628.7699 19.8 SEVERABILITY: If any provision of this Agreement is found to be invalid, illegal or unenforceable, the other provisions of this Agreement shall not be affected or impaired, and the offending provision shall automatically be modified to the least extent necessary in order to be valid, legal and enforceable. 19.9 COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 19.10 COMPLIANCE: The Parties shall at all times comply with all Applicable Laws. Without limiting the generality of the foregoing, the Parties shall, where required, obtain any authorizations, certifications or other forms of approval from all appropriate regulatory and governmental tribunals, agencies or bodies. 19.11 FURTHER ASSURANCES: The Parties shall, with reasonable diligence do all such things and provide all such reasonable assurances as may be required for the carrying out of this Agreement and each Party hereto shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement. 19.12 NO THIRD PARTY BENEFICIARIES: This Agreement and each Service Order do not provide and are not intended to provide third parties (including, but not limited to, End Users) with any remedy, claim, liability, reimbursement, cause of action, or any other right. As such, no provision of this Agreement shall be enforceable by any third party. 19.13 ORDER OF PRECEDENCE: In the event of any conflict or inconsistency among or between a Schedule and the main body of this Agreement, the main body of this Agreement shall have precedence. 19.14 RELATIONSHIP OF THE PARTIES: This Agreement shall not form a joint venture, partnership or similar business arrangement between the parties hereto, and nothing contained herein shall be BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

CONFIDENTIAL 53 deemed to constitute a partnership, joint venture or similar business arrangement 19.15 CURRENCY: Unless otherwise expressly contemplated herein, all references in this Agreement or any Schedule hereto to sums of money shall be, unless the contrary is expressly indicated, to lawful money of the U.S. 19.16 SURVIVAL: The following provisions survive termination of this Agreement: Section 4, 8 through 12, 14, 15, 17, 18, 19.4 through 19.7, 19.13, 19.15 and 19.16, and any other provisions which survive by operation of law. EACH PARTY ACKNOWLEDGES AND EXPRESSLY AGREES TO THE LIMITATION OF LIABILITY SET OUT IN THIS AGREEMENT. AGREED BY THE DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES THIS 16th DAY OF MARCH, 2005. CLEARWIRE CORPORATION BCE NEXXIA CORPORATION SIGNATURE: /s/ Ben Wolff SIGNATURE: /s/ Barry Pickford ----------------------- -------------------------- NAME: Ben Wolff NAME: Barry Pickford TITLE: Executive Vice President TITLE: V-P, Finance and Corporate Secretary CLEARWIRE LLC BELL CANADA SIGNATURE: /s/ Ben Wolff SIGNATURE: /s/ Trevor Anderson ----------------------- -------------------------- NAME: Ben Wolff NAME: Trevor Anderson TITLE: Executive Vice President TITLE: SVP. Technology BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

54 SCHEDULE 1 STATEMENT OF WORK STATEMENT OF WORK Subject to the terms and conditions of the Master Supply Agreement ("MSA"), this document sets forth the responsibilities that each Party has with respect to the overall accountability for delivering the VoIP Services. Both Parties acknowledge that the specific boundaries between each Party's areas of accountabilities are subject to change, from time to time, in accordance with the terms and conditions set out in the MSA. In performing its obligations as contemplated herein, BCE Nexxia, subject to the terms and conditions of the MSA, shall do so in proactive consultation with Clearwire. The delivery of all Service Elements required for the provision of VoIP Service to End User shall be performed by Clearwire, except as otherwise expressly contemplated herein as being required to be performed by BCE Nexxia. For greater certainty, the functions assigned to BCE Nexxia hereunder shall be deemed the "Services" for the purpose of this Statement of Work and the MSA. In this Statement of Work, "CW" has the same meaning as "Clearwire" under the MSA. Appendix I attached to this Statement of Work as well as the remainder of this page are a description of the Services that is intended to be used as a guideline for interpretation of the various obligations of the Parties under this Statement of Work, but does not create any independent obligations or supersede any unambiguous provision of this Statement Work or the MSA. As of the Effective Date, the scope of BCE Nexxia's responsibilities is summarized (non-exhaustively) as follows: [o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT [*** Confidential Treatment Requested]

55 [o [***] o [***] o [***] o [***] o [***] o [***] A more complete description of each Party's responsibilities as they relate to the delivery of Services follows in this Statement of Work and supersedes the foregoing summary. 1. BCE NEXXIA RESPONSIBILITIES (THE SERVICES) [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT [*** Confidential Treatment Requested]

56 [o [***] o [***] o [***] [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT [*** Confidential Treatment Requested]

57 [ o [***] o [***] o [***] o [***] ] 2. CLEARWIRE RESPONSIBILITIES 2.1 IT SERVICE ELEMENTS Clearwater will work with BCE Nexxia to develop a project plan that defines deliverables, allocates resources and confirms estimate and schedules. See below responsibility matrix for proposed responsibility framework. [ [***] o [***] o [***] o [***] o [***] o [***] 3. [***] ] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT [*** Confidential Treatment Requested]

58 [ [***] ] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT [*** Confidential Treatment Requested]

59 4. JOINT CW AND BELL NEXXIA IT/SYSTEMS COMPONENTS MILESTONES AND RESPONSIBILITY MATRIX The milestones set out below are estimates and are subject to change. [***] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT [*** Confidential Treatment Requested]

60 [***] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT [*** Confidential Treatment Requested]

61 [***] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT [*** Confidential Treatment Requested]

62 [***] BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT [*** Confidential Treatment Requested]

APPENDIX 1

CONSUMER SERVICES DEVELOPMENT VOICE OVER IP COMMERCIAL SERVICE PRODUCT DESCRIPTION DOCUMENT VERSION 2.1 FEBRUARY 24, 2005

BCE NEXXIA RESTRICTED TABLE OF CONTENTS <TABLE> <S> <C> <C> 1.0 DOCUMENT OBJECTIVES................................................... 4 2.0 INTRODUCTION.......................................................... 5 2.1 NOTATION........................................................... 5 2.2 BACKGROUND......................................................... 5 3.0 PROJECT DESCRIPTION................................................... 6 3.1 REQUIREMENTS....................................................... 6 3.2 OFFERING:.......................................................... 7 3.3 OUT OF SCOPE FOR COMMERCIAL LAUNCH................................. 8 3.4 OVERALL ASSUMPTIONS................................................ 9 4.0 VOIP NETWORK.......................................................... 10 4.1 NETWORK ARCHITECTURE............................................... 10 4.2 SERVICE LEVEL OBJECTIVES (OPS METRICS ARE UNDER DEVELOPMENT)....... 10 4.3 SECURITY (UNDER DEVELOPMENT, CLARIFICATION AND ROLES TBD).......... 11 5.0 END USER EXPERIENCE................................................... 13 5.1 PRIMARY PHONE NUMBERS.............................................. 13 5.2 SECONDARY PHONE NUMBERS............................................ 13 5.3 NUMBER TRANSFERABILITY (NTA) (TO BE CONFIRMED ONCE TELCO PARTNER RELATIONSHIPS ARE ESTABLISHED):.................................... 14 6.0 STATIC E911........................................................... 16 7.0 MINIMUM SYSTEM REQUIREMENTS........................................... 17 7.1 INTERNET ACCESS SPEED.............................................. 17 7.2 HOME NETWORK REQUIREMENTS.......................................... 17 8.0 WEB APPLICATION - TBD................................................. 18 8.1 REGISTRATION PROCESS / ORDERING PROCESS - (ROLES TO BE CONFIRMED).. 18 8.2 CLASSES OF SERVICE (COS) (TO BE CONFIRMED DUE TO IT IMPACTS - FURTHER DEFINITION OF END USER EXPERIENCE IN THIS AREA REQUIRED)... 20 9.0 SERVICE PROVISIONING AND FULFILLMENT (TO BE CONFIRMED)................ 21 9.1 DIGITAL VOICE SERVICE END USER KITS (EXAMPLE ONLY - CW TO DEFINE).. 21 9.2 KIT PREPARATION.................................................... 21 9.3 PROCESS FULFILLMENT FLOW CHART..................................... 21 10.0 BILLING.............................................................. 22 10.1 CHARGEABLE ITEMS (TO BE DEFINED)................................... 22 10.2 BILL COMPONENTS - TO BE MADE AVAILABLE TO CLEARWIRE FOR BILLING PRESENTMENT........................................................ 22 10.3 PROVISIONING AND BILLING (NEEDS TO BE REVISTED BASED ON CW MODEL).. 23 10.4 BILLING START DATE................................................. 23 10.5 CONTRACTS - RULES AND PENALTY FEE (TBD BY CLEARWIRE)............... 24 10.6 NORTH AMERICA LONG DISTANCE REGION DEFINITION...................... 24 10.7 END USER CARE (VIEWING BILLS AND ADJUSTMENTS)...................... 24 11.0 SUPPORT.............................................................. 25 11.1 HOURS OF OPERATION................................................. 25 11.2 TECHNICAL SUPPORT: PROPOSED MODEL ABOVE WEB PORTAL (END USER SERVICE LEVEL)..................................................... 25 </TABLE> 1

BCE NEXXIA RESTRICTED <TABLE> <S> <C> <C> 12.0 TRACKING & REPORTING:................................................ 28 </Table> 2

BCE NEXXIA RESTRICTED REVISION HISTORY <Table> <Caption> DATE VERSION AUTHOR DESCRIPTION --------------- ------- ------------ ----------- <S> <C> <C> <C> Jan. 26th, 2005 1.0 Brad Fisher Initial CW Draft based on revisions to BCE Nexxia specific Service Description. Feb. 3rd, 2005 1.1 Julie Daoust Revisions to Technology-specific sections Feb. 8th, 2005 IT Konst Liris Revisions to overall document Feb. 9th, 2005 1.2 Julie Daoust Revisions to overall TD Feb. 11th, 2005 1.3 Julie Daoust Overall Revisions with Product Input and ALL Feb. 13th, 2005 1.4 Julie Daoust Overall Revisions to final draft Feb. 14th, 2005 1.5 Julie Daoust Revisions from various team members re network and portal piece Feb. 15th, 2005 1.6 Julie Daoust Sean O'Leary revisions Added network diagram Feb. 15th, 2005 1.7 Brad Fisher Further revisions to improve clarity and context, as well as consistency of document conventions Feb. 15th, 2005 1.7B Sean O'Leary Clarity and grammatical edits only; version initially forward to Clearwire for review. Feb. 17th, 2005 1.8 William Crago Revisions to home networking diagrams, addition of reports details, change in the operational support model Feb. 18th, 2005 1.9 Clearwire CW revisions Team Feb. 23, 2005 2.0 Julie Daoust Added revisions from IT and TD teams Feb. 24, 2005 2.1 Technology Added provisioning server interactions Development diagram, removed Bell Canada logo, replaced Team, Yves Bell Canada with BCE Nexxia, addition of Caron, Sean details on service assurance model O'Leary, </Table> 3

BCE NEXXIA RESTRICTED 1.0 DOCUMENT OBJECTIVES The objective of this document is to provide a detailed description of the Voice over IP service which may be offered via Clearwire in their US consumer footprint. This description will be used by the service development teams to communicate the requirements of the project. -- THE CONTENTS OF THIS DOCUMENT SHOULD BE CONSIDERED DYNAMIC AND WILL BE UPDATED ACCORDING TO ONGOING CONSULTATION BETWEEN CLEARWIRE AND BCE CONSISTENT WITH THE PROVISIONS OF THE MASTER SERVICE AGREEMENT. 4

BCE NEXXIA RESTRICTED 2.0 INTRODUCTION 2.1 NOTATION Voice over Internet Protocol is commonly referred to as VoIP, Voice over IP, or more generally, Internet Telephony. An Analog Terminal Adapter (ATA) is at the heart of the VoIP service from the consumer perspective. For the purpose of this document, the ATA will be referred to as the "Voice Adapter". Definitions of the ATA will be included in this document once BCE Nexxia and Clearwire have finalized CPE plans. An Internet Sharing Device (ISD), Residential Gateway (RG), and Internet Gateway (IG) all describe a product that can be referred to as a Router. For clarity and convenience, the term "Router" will be used throughout this document to identify that hardware device. Finally, for the purpose of this document, the term modem should be taken to refer to a broadband or high-speed modem provided for the Clearwire high speed internet service. For the purposes of this document, we will refer to the Clearwire VoIP service as "CW Digital Voice" or simply "Digital Voice". 2.2 BACKGROUND Commercial launch date is targeted for October 2005. 5

BCE NEXXIA RESTRICTED 3.0 PROJECT DESCRIPTION 3.1 REQUIREMENTS o Use of 2 Ethernet port Sipura Voice Adapter with appropriate firmware o Any GUI development, documentation from BCE Nexxia to CW - both printed and online - would be available in English exclusively o BCE Nexxia and CW will collaborate on content and process for kits and equipment returns/exchanges o Customers would have one primary Digital Voice Number (from local service area only) and would have the ability to purchase additional numbers from other service areas. o Fax support is not currently part of the service however it is on the development plan with expected T-38 or G.711 pass-through being considered. Firm date not yet established o Number Transferability (NTA) Technical and Business process would be developed with each CLEC (telco) partner but a common interface would be developed for integration with Clearwire processes. o Unrated usage would be electronically available for presentation on Clearwire portal. o CDRs would be made available to CW for presentment to end users via the end user - facing account management web application. Date and exact method to be confirmed. o Service would be from the following cities, but not restricted to, subject to PSTN/regulatory limitations: [***] [*** Confidential Treatment Requested] 6

BCE NEXXIA RESTRICTED [***] 3.2 OFFERING: o One (1) primary Digital Voice number o Additional phone numbers - charged at pre-determined rate per month plus one-time activation fee (only one number per city due to IT limitations) o Local Number Transferability to / from wireline local service (where possible - required comprehensively throughout the US) o Local and long distance calling in the US and Canada, including Hawaii and Alaska, but excluding other US territories, Mexico, and the Caribbean. o International Overseas calling - charged at pre-determined rates per month by country o 611 - Direct connection to Digital Voice End User Support o Static E911 (BCE Nexxia's patent pending solution architecture to be adapted pending further design study) [*** Confidential Treatment Requested] 7

BCE NEXXIA RESTRICTED o 411 without call completion - fee based (Details to be determined once relationship are established with Telco Partners) o Voicemail (Parameters to be set by CW/BCE Nexxia) o Voicemail to Email (via attached audio file playable in standard PC media players) o Caller ID with name, number, date, and time (requires functionality on telephone set) o Visual Call Waiting (requires functionality on telephone set) o Call Forwarding o Call Forwarding Plus (customization based on what calls to forward, when to forward, and up to 10 numbers to forward to) o 3-Way Calling o Meet Me Conferencing (fee-based) o Call Screening o Do Not Disturb (schedule to forward incoming calls directly to Voicemail) o International Call Block o Per-Call Caller ID Blocking (*67) o 'Block the Blocker' capability desired - inclusion pending confirmation of technology availability o Application Programming Interfaces (API's) that enable ONLINE USER SELF-CARE for access to Digital Voice account info, user profile, service & feature management including: o missed calls list o phone usage reporting o personal profile / account info updates o problem reporting interface / trouble ticket tracking by user o End User support & FAQ content o personalization of number of rings before forwarded to voicemail o personalization of included features listed above (Call Forward Plus, Call Screening, e-Mail destination for Voicemail delivery, Do Not Disturb parameters, etc). All of the above features subject to confirmation once Clearwire product definition complete. Understood that above list has some constraints related to platform and existing BCE infrastructure. 3.3 OUT OF SCOPE FOR COMMERCIAL LAUNCH <TABLE> <CAPTION> ITEM STATUS -------------------------------------------------------------------------------- <S> <C> PIC Long distance Out of Scope -------------------------------------------------------------------------------- </Table> 8

BCE NEXXIA RESTRICTED <TABLE> -------------------------------------------------------------------------------- <S> <C> 10-10 long distance and 900 #'s Out of Scope -------------------------------------------------------------------------------- Operator Assistance Out of Scope -------------------------------------------------------------------------------- Multiple phone numbers from one city Out of Scope -------------------------------------------------------------------------------- Multiple ATA's on a single residential broadband connection Out of Scope -------------------------------------------------------------------------------- 411 Call Completion Out of Scope -------------------------------------------------------------------------------- Battery Backup Out of Scope -------------------------------------------------------------------------------- </Table> 3.4 OVERALL ASSUMPTIONS o Clearwire will ensure adequate broadband IP connection quality and sufficient network capacity between the home and the local Clearwire POP. CW Digital Voice Service is assumed to be initially based on a self-install model. 9

BCE NEXXIA RESTRICTED 4.0 VOIP NETWORK 4.1 NETWORK ARCHITECTURE Network diagrams need to be conformed to the agreed upon Clearwire - BCE Nexxia architectures. The consumer VoIP application is based on the Nortel MCS 5200/CS2K platform. There are two types of sites deployed - a "main site" and a "POP". Main sites (location to be confirmed by BCE Nexxia) have the MCS/CS2K server complex, several PSTN gateways, multimedia servers to support offerings such as voicemail and conferencing as well as voice adapter provisioning servers. Main sites are fully redundant from a network perspective and BCE Nexxia would work to enable fail-over functionality between the Main Sites (with delivery timeframe updates to CW). POP sites provide local "dial tone" for incoming and outgoing calls in various areas through the means of PSTN gateways. For POP sites, redundancy is only deployed for outgoing calls. (i.e., in the event of a main site failure it would still be possible to place calls from the area served by a given POP (by using PSTN failover i.e. calls would be "backhauled" to our Toronto or Montreal main sites and routed through our network) but incoming calls to primary or secondary phone numbers in that site would not be possible.) The Internet is used to interconnect to the main sites. Such sites must be protected with a firewall. The current plan anticipates that the VoIP service may share a firewall with other services delivered through the Clearwire POP.) 4.2 SERVICE LEVEL OBJECTIVES (OPS METRICS ARE UNDER DEVELOPMENT) The following Operational metrics would be measured and averaged over the month and would exclude end-user devices: [***] [*** Confidential Treatment Requested] 10

BCE NEXXIA RESTRICTED [***] 4.3 SECURITY (UNDER DEVELOPMENT, CLARIFICATION AND ROLES TBD) 4.3.1 INTRODUCTION The service at a minimum secures the transmission of user passwords, and information that can compromise the availability of the service and or its functionality. Devices that are subject to abuse, attack or intrusion would be protected to ensure the quality and availability of the service. Standard practices and devices would be available and regularly monitored by BCE Nexxia's network operations group. 4.3.2 WEB SERVICES PLATFORM (PORTAL) User interactions with the VoIP web services would be accomplished in a secure manner. All communications to web services would be encrypted. Also only known trusted clients would be able to access the VoIP web services. Security architecture and solution would be mutually agreed where relevant upon once various impacts (costs, end user impact) have been considered. The Web Services Platform (this needs to be defined not clear what this is) itself will be protected by firewalls and Intrusion Detection Systems as well the platform will be protected by anti-virus software if the platform is vulnerable to such intrusions. 4.3.3 PROVISIONING All provisioning interactions between the Web Services Platform/end user devices and the End User Provision Platform would be secure. Provision requests once received by the End user provisioning platform, would be secured and stored securely on the platform. [*** Confidential Treatment Requested] 11

BCE NEXXIA RESTRICTED Provisioning request should only be accepted from known trusted devices to the extent that they can be identified, by the provisioning platform. (HIGH -LEVEL ATA AND MCS PROVISIONING PROCESS GRAPHIC) 4.3.4 MCS/CS2K COMPLEX The MCS/CS2K complex would be protected from unwanted traffic and intrusion that may affect the service quality and integrity. Unauthorized attempts would be denied and detected; detected unauthorized attempts would be analyzed for malicious data and dealt with in an appropriate manner. In the event malicious data is able to bypass perimeter defences host level intrusion systems would be in place to assess the level and severity of the intrusion and minimize the affect. The platform would be protected by anti-virus software if the platform is vulnerable to such intrusions. 12

BCE NEXXIA RESTRICTED 5.0 END USER EXPERIENCE One of the key aspects of the CW Digital Voice service is the ability to map multiple phone numbers to a single end user account. The list of multiple numbers must include a single "primary phone number" (Digital Voice Number) and a mutually agreeable limit of additional "secondary numbers". The service supports a maximum of one number, primary or secondary, from any one city. This means it is not possible to have a primary Digital Voice Number and a secondary Number from the same city or two secondary numbers from the same city due to systems limitations. I CW and BCE Nexxia would work to remove this restriction as part of feature enhancement efforts. 5.1 PRIMARY PHONE NUMBERS "Primary phone number" is the term used to describe the main number for the CW Digital Voice service. All outbound calling charges and taxes are based on the primary number. The primary number is the E911 number and the associated address must be valid and in the same city as the primary number for E911 call routing. 5.1.1 IMPLICATIONS OF PRIMARY NUMBER SELECTION All calls made by the user Would be charged as though they are made from the location of the primary phone number. Implications of primary phone number selection include: o Dial-in number to access Voicemail would have the same area code as the user's primary number. o Primary number is always used as either call origination point or call termination point for usage tracking and billing o Meet-Me-Conferencing dial-in number would have the same area code as the user's primary number. 5.2 SECONDARY PHONE NUMBERS A "secondary phone" number allows parties in other cities to call CW Digital Voice end users by dialling local phone numbers within those cities, even if the Digital Voice end user resides in, and/or has selected a primary number from a different city. (Eg. a user with an Anchorage primary phone number who subscribes to a secondary phone number in St. Cloud can provide parties within the St. Cloud calling area with a local St Cloud number that rings through to his/her Anchorage-based Digital Voice line. Secondary numbers have no effect on outgoing calls made by the user, as all outgoing calls are treated as if they are made from the location of the primary number). 13

BCE NEXXIA RESTRICTED <TABLE> <CAPTION> Used to place calls Used to receive calls ------------------- --------------------- <S> <C> <C> Primary phone number YES YES Secondary phone number NO YES </TABLE> 5.3 NUMBER TRANSFERABILITY (NTA) (TO BE CONFIRMED ONCE TELCO PARTNER RELATIONSHIPS ARE ESTABLISHED): End users would have the option of migrating their existing local wireline phone number to their CW Digital Voice service to use that number as their primary Digital Voice number. Conversely, they may have the option of migrating their Digital Voice number to their local wireline service. End users would be able to do the following: o Transfer local wireline phone number to their new or existing Digital Voice service o Transfer Digital Voice number to a local wireline service o Transfer CLEC (wireline or VoIP) number to CW Digital Voice service, (depending on system & process availability) o Transfer Digital Voice Number to a CLEC (wireline or VoIP), (depending on system & process availability) <TABLE> <CAPTION> Request Completed from end user SLA Target to Complete Request Perspective <S> <C> <C> Port In Transactions X% Complete in X Time X% Complete in X Time Port Out Transaction X% Complete in X Time X% Complete in X Time </TABLE> NOTE: It is essential that the Partner Telcos be defined in order to determine the NTA solution(s). The MapleVoice solution is contingent on Partner Telcos & their NTA processes. 5.3.1 IMPLICATIONS OF NTA o Once a Digital Voice primary number is ported to wire line, the Digital Voice account must have a new primary number assigned or be terminated. o Static E911 profile needs to be updated for activation or deactivation of primary number being ported to either wireline and Digital Voice service 14

BCE NEXXIA RESTRICTED o In the event that a new primary number is selected for an existing Digital Voice account updates may be required for certain supported features, eg. Dial-in number for access to Voicemail account, Call Screening list, etc. 5.3.2 OUT OF SCOPE FOR NTA Porting of numbers that are not supported by wireline is out of scope. 15

BCE NEXXIA RESTRICTED 6.0 STATIC E911 At the time of the creation of this document, the Static E911 end user experience or architecture has not been finalized for USA market. A BCE Nexxia patent pending solution has been implemented for BCE Nexxia's service area and would be leveraged/adapted as appropriate for the CW deployment. As listed in section 3.1, Static E911 will be part of the initial VOIP offering. 16

BCE NEXXIA RESTRICTED 7.0 MINIMUM SYSTEM REQUIREMENTS To subscribe to Digital Voice service, end users must meet the following requirements: 7.1 INTERNET ACCESS SPEED (*NOTA BENE: the following is based on a pure "over-the-top" implementation and does NOT yet contemplate the anticipated benefits to VoIP from CW's ability to prioritize bandwidth for the Digital Voice application vs. browsing/e-mail etc. This section must be reconciled with CW's Internet access product QoS implementation o Minimum: in excess of 64kpbs upstream, and in excess of 128kbps downstream o Recommended: in excess of 384kbps upstream, and in excess of l.0Mbps downstream o Limitation with CW's low-tier Internet access service: Current interim 3-Way Calling implementation would NOT offer acceptable performance (based on current G729 codec working assumptions). Planned future redesign of this feature would alleviate the issue with low-tier. Internet access products such as that which is described as Minimum above. o Limitation with CW's low-tier Internet access service: Concurrent use of PC for large file transfer/download and/or browsing of complex websites may also decrease the sound quality of a Digital Voice call. 7.2 HOME NETWORK REQUIREMENTS All Clearwire end users would be provided with a 2 Ethernet LAN port Sipura ATA. The WAN port on the ATA will connect to the Clearwire CPE and the other will connect to the end user's computer or home networking equipment. TYPICAL HOME (TYPICAL HOME GRAPHIC) 17

BCE NEXXIA RESTRICTED 8.0 WEB APPLICATION - TBD 8.1 REGISTRATION PROCESS / ORDERING PROCESS - (ROLES TO BE CONFIRMED) 8.1.1 NUMBER POOL MANAGEMENT 8.1.1.1 NUMBER STORAGE Numbers for Voice over IP would be stored and administered in the VoIP service administration application provided by BCE Nexxia Numbers for each POP would be loaded by COE Operations, based on demand. All numbers must be pre-provisioned in order to be eligible for end user assignment. 8.1.1.2 NUMBER POOL MANAGEMENT TOOL The Number Pool Management Tool would support activations and deactivations as well as suspensions and provisioning. This tool would have the added capability of dealing with Number Transferability and other services defined in the additional features and change. 8.1.1.3 THRESHOLDS Thresholds would be set for each POP to alert the Number Admin group when additional numbers are required. Thresholds would vary by POP and would be adjustable. 8.1.1.4 TAGGING Numbers would be tagged as follows: o Activated o Assigned to an end user but not yet activated o Available o Unavailable, and in the process of being aged for 60 days o Unavailable, suspended and not being aged (end user requested) 8.1.1.5 NUMBER DE-ACTIVATION (CW TO DEFINE PARAMETERS) 18

BCE NEXXIA RESTRICTED 8.1.1.6 METRICS Data would be available to the Number Admin group in order to enable them to manage the number database effectively and efficiently. Some possible metrics by POP include: o Total working o Total available o Total in the aging pool (perhaps broken down further, by length of time to indicate date of availability) o Total suspended and not aging o Total suspended and aging o Total assigned but not yet activated o Churn statistics (For example, outs and ins in a given period of time) 8.1.2 SERVICE/FEATURE MANAGEMENT End users would be able to configure features in real-time using a web application. This functionality would be developed and enabled on a mutually agreeable timetable via a secure feature management page. Cancellation of service must be made through a CSR. SOLUTION IS DEPENDENT ON CW OSS SOLUTION & STRATEGY. 8.1.3 PROFILE MANAGEMENT BCE Nexxia will provide the ability to manipulate the customers VoIP service features/profile (preferably via an API). The customer profile information stored by the VoIP services will be the amount necessary to ensure the switch is provisioned properly and customer features are accurate per their requests. Clear Wire is the owner of the customer data however some duplication will be required to support customer feature selection. SOLUTION IS DEPENDENT ON CW OSS SOLUTION & STRATEGY. 8.1.4 ACCOUNT MANAGEMENT BCE Nexxia would provide VoIP services to manage the end user account. The account information (can we come up with an example here so this can be clarified) stored by the VoIP services will be minimal as Clear Wire is the owner of the end user account. SOLUTION IS DEPENDENT ON CW OSS SOLUTION & STRATEGY. 8.1.5 BILLING MANAGEMENT Detailed information on billing processes is outlined in section 10.0. SOLUTION IS DEPENDENT ON CW OSS SOLUTION & STRATEGY. 19

BCE NEXXIA RESTRICTED 8.1.6 HELP/TROUBLESHOOTING 8.1.7 AUTO-GENERATED EMAILS There would be several instances where the Clear Wire application would send auto-generated emails. Details of this area will be confirmed once Clearwire has completed product definition documentation. Some of the content of these emails is dynamic for the purpose of personalizing the email for the end user. The following is a list of the actions that will result in an auto-generated email: 1. Order confirmation 2. 911 service address registration completed and validated with verified updates across network elements - end user will receive confirmation email 8.2 CLASSES OF SERVICE (COS) (TO BE CONFIRMED DUE TO IT IMPACTS -- FURTHER DEFINITION OF END USER EXPERIENCE IN THIS AREA REQUIRED) Class of Service is available on the platform, should CW wish to take advantage of this set of features, parameters would need to be defined. 8.2.1 CLASS OF SERVICE LEVELS - NETWORK SIDE Processes and business rules need to be defined to establish who has the authority to apply the above rules. Network based rules over-ride any functionality that users may be given to define their own service levels. 20

BCE NEXXIA RESTRICTED 9.0 SERVICE PROVISIONING AND FULFILLMENT (to be confirmed) Digital Voice service kit would be provisioned, fulfilled, and shipped by utilizing the CW preferred shipping vendor. Both parties will collaborate to develop as appropriate. A detailed statement of work document that describes the exact accountabilities, deliverables, processes, fees, and timeframes between Digital Voice Web application, and CW's preferred shipping vendor is to be developed in a separate document. 9.1 DIGITAL VOICE SERVICE END USER KITS (EXAMPLE ONLY - CW TO DEFINE) Digital Voice service installation kit could have the following contents: o Welcome Letter o Quick Set-up Guide o Voice Adapter (Sipura) o Ethernet Cable o Power Supply o Phone Cable 9.2 KIT PREPARATION Data file exchange to be defined by CW 9.3 PROCESS FULFILLMENT FLOW CHART TBD (CW and Preferred Shipping Vendor) 21

BCE NEXXIA RESTRICTED 10.0 BILLING PLEASE NOTE: ALL BILLING ITEMS ARE TO BE FINALIZED PENDING CW OSS SOLUTION. 10.1 CHARGEABLE ITEMS (TO BE DEFINED) The Digital Voice service charges would be available for the following items: o Base package that the end user has registered for - monthly charge (The number of packages and other details - TBD) o Service activation charge (can be visible or not visible on bill, may be waived) o Change of Digital Voice (primary) number (can be visible or not visible on bill, may be waived) o Activation of Additional Numbers (can be visible or not visible on bill, may be waived) o Change of Additional Number(s) o Recurring monthly charges for Additional Number(s) (can be visible or not visible on bill, may be waived) o Recurring monthly charge for a la carte features (such as Meet Me Calling) (can be visible or not visible on bill, may be waived) o North American outbound non toll free minutes o Non-free-calling-area usage (which includes Alaska and Hawaii) o Tax requirements need to be defined 10.2 BILL COMPONENTS - TO BE MADE AVAILABLE TO CLEARWIRE FOR BILLING PRESENTMENT BCE Nexxia would provide unrated voice usage to Clear Wire in CDR or IPDR format in a near realtime manner. (date and details to be determined) 22

BCE NEXXIA RESTRICTED 10.3 PROVISIONING AND BILLING (NEEDS TO BE REVISITED BASED ON CW MODEL) End users are encouraged to order Digital Voice service on CW web-site. Customers would choose to subscribe to Internet Access Services either with Digital Voice Service or not. They would also need to identify what a la carte features or Additional Number(s) they wish to order. The actual selection and configuration of their features, including the cities in which their Digital Voice Number (i.e. primary number) and Additional Numbers, is done on a Web application during the ordering process. The ordering system would need to advise the Digital Voice Web application which service, package, etc. the customer has subscribed to. On an ongoing basis, Digital Voice Web application would have to advise the billing group when certain events take place that trigger billing (such as changing a primary number). Similarly, the ordering Web application would have to advise Digital Voice Web application when changes to their profile have been made (services added/deleted/changed). This area needs further clarification between CW and BCE. See diagram below for initial integration focus areas. (INITIAL INTEGRATION FOCUS AREAS DIAGRAM) 10.4 BILLING START DATE For existing Clearwire Internet service subscribers, billing for Digital Voice service begins the day the order is taken for Digital Voice service. Billing cycle would be the same as Clearwire Internet service. 23

BCE NEXXIA RESTRICTED For new Clearwire Internet service subscribers, billing for Digital Voice service begins when Clearwire Internet service is billed; i.e. at activation of Clearwire Internet service (connection of modem) or xdays after ordering of Clearwire Internet service. The above is subject to change once product definition document is completed. 10.5 CONTRACTS - RULES AND PENALTY FEE (TBD BY CLEARWIRE) 10.6 NORTH AMERICA LONG DISTANCE REGION DEFINITION Included in North America LD: o Canada o Continental U.S., Hawaii, Alaska Excluded from North America LD: o Mexico o Caribbean, including all U.S. territories (San Juan, and U.S. Virgin Islands) 10.7 END USER CARE (VIEWING BILLS AND ADJUSTMENTS) Clear Wire's OSS will provide these functions. 24

BCE NEXXIA RESTRICTED 11.0 SUPPORT The diagram below conforms with Section 11.2 and reflects that CW Tier 2 (NOC) escalates to BCE Nexxia Tier 2. All end user interaction is between CW and the end user. BCE Nexxia does not interact with CW end users, all BCE Nexxia -CW interaction is NOC to NOC. SERVICE ASSURANCE GENERIC PROCESS VIEW DRAFT (GENERIC PROCESS VIEW GRAPHIC) 11.1 HOURS OF OPERATION 1. Business Office: Consistent with Clearwire business office hours 2. COE 7x24 3. iTECH 7x24 4. Vendor - varies, but typically 8:00am to 5:00pm Monday to Friday, off hours duty manager 11.2 TECHNICAL SUPPORT: PROPOSED MODEL ABOVE WEB PORTAL (END USER SERVICE LEVEL) 25

BCE NEXXIA RESTRICTED DEFINITIONS: o Starting point is the CW HD -They would contact the appropriate BCE Nexxia entities to get issues resolved. Escalated calls to BCE Nexxia should predominately be network issues in general not end user specific tickets Accountabilities include: o Open tickets unless we can share ticket systems somehow - would be more efficient o Perform high level testing, including physical customer infrastructure testing o Problem resolution o Manage ticket and determine next course of action o Sympatico Member Services (referred to as SMS HD) will act as "passthru" only if the trouble ticketing tools solution between BCE Nexxia and CW can not align to bypass this step. o Level 2 support (L2 support) is defined as the BCE Nexxia Centre of Excellence (COE). The COE is a "front door" team who is responsible for all VoIP market segments support. They interface with the BCE Nexxia downstream operational teams if/when required. L2 support accountabilities: o Second line of support o Determine/fix issues with translations, higher level MCS complex related troubleshooting o Manage ticket within internal downstream operations teams (including Adaptative infrastructure for Portal and code issues) o Provisioning server issues - front door to apps management o Level 3 support (L3 support) is defined as the BCE Nexxia iTECH centre. The iTECH centre is responsible for resolving complex issues as well as testing and validating fixes. L3 accountabilities are: o Complex troubleshooting on the MCS complex, voice network and DMS o Level 4 support (L4 support) is defined as vendor support. L4 support accountabilities: o Final point of support for highly complex problems 11.2.1 EXISTING PORTAL INTERNAL INTERFACE (TBD) 11.2.1.1 PASSWORD RESET o Ability for Helpdesk agents to reset end user passwords - needs to CW tier 1 function o Ability for Management level access to reset Agent level access passwords - CW tier 2 function 26

BCE NEXXIA RESTRICTED o Ability for Administrator level access to reset Management level access passwords- CW tier 2 function o Ability for Administrator level access to reset Management level access passwords - duplicate of above o Password support aligned with BCE Nexxia.ca single sign-on method - pending confirmation that CW is adopting this platform o Ability for helpdesk agents to reset Voicemail passwords - needs to be CW Tier 1 function 11.2.1.2 END USER REPORT PROBLEM The agents would use the CW trouble reporting system (Level 1). System would auto-populate end user information based available data. The CW trouble reporting system will interface with the MVCOM trouble management system (for Level 3?)-WILL GO THRU 2 -3 LEVELS AT CW BEFORE ISSUE GETS TO BCE NEXXIA 27

BCE NEXXIA RESTRICTED 12.0 TRACKING & REPORTING: CW would have access to the following (but not limited to) reports: Service quality metric reports based on Section 4.2 parameters are yet to be defined. All reports listed in the following table are parameterized reports that can be viewed in HTML or exported to excel. Figure 1 is an example of the interface to specify report parameters. (DASHBOARD REPORT GRAPHIC) FIGURE 1 <TABLE> <CAPTION> REPORT NAME DESCRIPTION FIELDS ----------- ----------- ------ <S> <C> <C> VOIP LD USAGE-OUTSIDE LCA The VoIP LD usage report would o Customer ID contain the total volume of o First Name calls by minutes outside the o Last Name local calling area but within o Number of Calls, Total Canada. This would be used to Minutes determine long distance calls o Off-Peak, Full Rate within Canada. The report would Average Call Length be generated based on a Number of Days on Service selected time frame. o Average Minutes per Days on Service VOIP INTRA USAGE All calls that are initiated in o Customer ID either Quebec or Ontario and o First Name the destination is also either o Last Name Quebec or Ontario is defined as o Number of Calls an "Intra" call. This can be </TABLE> 28

BCE NEXXIA RESTRICTED <TABLE> <S> <C> <C> determined by checking the o Total Minutes originating and destination area o Off Peak codes against a look up table. The o Full Rate report would be generated based on o Average Call Length a specified time frame. Totals o Number of Days on Service would be required for each o Average Minutes per Days on Service grouping. The report should be sorted by 'Total Calls' in descending order VOIP Inter Usage All calls that are initiated in o Customer ID Quebec or Ontario with a o First Name destination outside Quebec and o Last Name Ontario but within Canada are o Number of Calls defined as an "Inter" call. The o Total Minutes report would be generated based on o Off-Peak a specified time frame. Totals o Full Rate would be required for each o Average Call Length grouping. Inter calls can be o Number of Days on Service determined by checking the o Average Minutes per Days on Service originating and destination area codes against a look up table. The report should be sorted by 'Total Calls' in descending order. VOIP US Usage All calls that have a destination o Customer ID that is within the continental o First Name United States would be displayed in o Last Name this report. The report would be o Number of Calls generated based on a specified time o Total Minutes frame. US calls can be determined o Off-Peak by checking against the provided o Full Rate look up table. Totals would be o Average Call Length required for each grouping. The o Number of Days on Service report should be sorted by 'Total o Average Minutes per Days on Service Calls' in descending order. VOIP OverSeas Usage All calls that have a destination o Customer ID that is not within the continental o First Name United States or Canada. The report o Last Name would be generated based on a o Number of Calls specified time frame. Totals would o Total Minutes be required for each grouping. The o Off-Peak report should be sorted by 'Total o Full Rate Calls' in descending order. o Average Call Length Overseas calls can be determined by o Number of Days on Service checking against the provided o Average Minutes per Days on Service lookup table. Feature penetration There are six different features o Customer ID that would be offered through VoIP. o First Name The report would detail the o Last Name features a customer has activated. o Voice Mail It would also total the number of o VM to Email end user using each feature. o Call Forwarding o Call Waiting o Caller Screening Long Distance Replacement Long distance replacement reporting o Customer ID Report tracks the usage of long distance. o First Name </TABLE> 29

BCE NEXXIA RESTRICTED <TABLE> <S> <C> <C> Calls that appear to be local over o Last Name VoIP telephony but are actually o # of Off Peak INTRA Mins long distance calls when placed o # of Full Rate INTRA Mins over the PSTN network. Off-peak o # of Off-Peak INTER Mins minutes include times between 18:01 o # of Full Rate INTER Mins and 07:59 Monday to Friday plus all day weekends. The full rate minutes are between 0:800 and 18:00 Monday to Friday. All calls that are initiated either in Quebec or Ontario and their destination is also either in Quebec or Ontario are INTRA calls. INTER calls are those that are initiated in Quebec or Ontario with a destination outside of Quebec and Ontario. VOIP to VOIP Usage All calls that start from a Voip o Customer ID subscriber to another Voip user. o First Name This can be determined using the o Last Name call connection type table. o Number of Calls o Total Minutes o Off Peak o Full Rate o Average Call Length o Number of Days on Service o Average Minutes per Days on Service VOIP Incoming Usage All incoming calls to Voip users o Customer ID would be recorded in this report. o First Name These calls can be determined in o Last Name the T_Usage Details table under o Number of Calls the call direction field. o Total Minutes o Off-Peak o Full Rate o Average Call Length o Number of Days on Service o Average Minutes per Days on Service VOIP Overall Usage The VoIP overall usage report would o Customer ID display all usage for each o First Name customer. The usage can be derived o Last Name from the T_Usage Details table. o Number of Calls o Total Minutes o Off-Peak o Full Rate o Average Call Length o Number of Days on Service o Average Minutes per Days on Service Primary/Secondary Numbers The total primary and secondary o POP by Pop numbers by pop would be captured by o Total Primary Numbers </TABLE> 30

BCE NEXXIA RESTRICTED <TABLE> <S> <C> <C> this report. The report generated o Total Secondary Numbers would have a filter for each region, so that only a specific region can be viewed as well as all regions. The report would be generated based on a specified time frame Directory assistance Usage The Directory Assistance usage o Customer ID Report report would contain the total o First Name directory assistance usage broken o Last Name down by customer. A directory o Number of Calls assistance call is defined when the o Total Minutes destination of the call is 411 or o Average Call Length (NPA) 555 - 1212. The report would be generated based on a selected time frame Telephone number The telephone number utilization o POP (NPA - City) utilization report report would determine the o Switch Name utilization of numbers allocated to o Assigned TN Ranges the VoIP Maple Voice number pool. o Available TN Ranges o Aging TN Ranges o Total TN </TABLE> 31

SCHEDULE 2 ACCEPTABLE USE POLICY CLEARWIRE ACCEPTABLE USE POLICY EFFECTIVE [INSERT EFFECTIVE DATE] THIS ACCEPTABLE USE POLICY IS A MATERIAL PART OF ANY AGREEMENT WITH CLEARWIRE FOR PROVISION OF ITS SERVICES TO BUSINESS AND CONSUMER CUSTOMERS. PLEASE READ AND FOLLOW THIS ACCEPTABLE USE POLICY CAREFULLY. THIS ACCEPTABLE USE POLICY MAY BE REVISED FROM TIME TO TIME BY CLEARWIRE AS SET FORTH BELOW. Clearwire LLC and its affiliates (collectively "Clearwire") have designed this Acceptable Use Policy ("AUP") with a view towards enhancing the use of Clearwire's fixed wireless broadband and other communication services and equipment (each separately and collectively, the "Service" or "Services") by our subscribers and their end users (collectively, "you") by designating standards for acceptable use and standards for prohibiting unacceptable use. This AUP forms part of the agreement between Clearwire and you and is incorporated by reference into Clearwire's Terms and Conditions (the "Terms and Conditions") found at www.clearwire.com; terms used in this AUP are used as defined in the Terms and Conditions. All subscribers of the Service (anyone who uses or accesses the Service) must comply with, and shall be bound by the terms of, this AUP. PROHIBITED ACTIVITIES. For the benefit of all of Clearwire's subscribers, as a condition of the Service, Clearwire prohibits the following activities: 1. UNLAWFUL OR IMPROPER USE OF THE SERVICE. You may not use the Service in a manner prohibited by any applicable laws or regulations. Without limiting the foregoing, you may not use the Service for any unlawful or abusive purpose, in any way that could damage, disable, overburden, or impair any Clearwire property, or in any way that directly or indirectly interferes with or disrupts our network or adversely affects another's use or enjoyment of any Service, including other Clearwire subscribers. You may not use or attempt to use the Service in any manner such as to avoid incurring charges for or otherwise being required to pay for such usage. You may not circumvent or attempt to circumvent user authentication or security of any host, network, network element, or account (also known as "cracking" or "hacking"). This includes, but is not limited to, accessing data not intended for you, logging into a server or account that you are not expressly authorized to access, or probing the security of other networks. You may not interfere or attempt to interfere with any services to any user, host, or network ("denial of service attacks"). This includes, but is not limited to, "flooding" of networks, deliberate attempts to overload a service, and attempts to "crash" a host. You may not use any kind of program/script/command, or send messages of any kind, designed to interfere with (or which does interfere with) any server or a user's session, by any means, locally or via the Internet. The Service is intended for periodic, active use. You may not use the Services on a standby or inactive basis in order to maintain a connection. Pinging is prohibited.

65 2. EXCESS UTILIZATION OF NETWORK RESOURCES. The excessive use or abuse of Clearwire's network resources by one subscriber may have a negative impact on all other subscribers. Accordingly, you may not use the Service or take any action, directly or indirectly, that will result in excessive consumption or utilization of the system or network resources, or which may weaken network performance, as determined in Clearwire's sole discretion. Such prohibited actions include, but are not limited to: using the Service to host a web server site which attracts excessive traffic at your location, continuously uploading or downloading streaming video or audio, usenet hosting, or continuous FTP uploading or downloading. 3. INTELLECTUAL PROPERTY INFRINGEMENT. You may not use the Service to store, transmit or receive any material that infringes on any patent, trademark, trade secret, copyright, or other proprietary or intellectual right of any party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, or the unauthorized transmittal of copyrighted software. 4. OBJECTIONABLE MATERIAL. You may not use the Service to store, post, transmit, or disseminate material or information that is unlawful, harmful, threatening, abusive, harassing, libelous or defamatory, hateful, obscene, indecent, or otherwise objectionable or which encourages or participates in conduct that would constitute a criminal offense, gives rise to a civil liability, or otherwise violates any local, state, national, or international law, order, rule, or regulation. 5. JUNK E-MAIL. You may not use the Service to transmit or facilitate any unsolicited or unauthorized advertising, telemarketing, promotional materials, "junk mail", unsolicited bulk e-mail, unsolicited duplicative e-mail, unsolicited commercial e-mail, fax broadcasting, or fax blasting (collectively, "Spam"). Clearwire considers any unsolicited commercial mail to be Spam, regardless of the amount of mail sent, unless the recipient has specifically requested the information. An e-mail may be "unsolicited" for purposes of this AUP if (1) the recipients' e-mail addresses were not obtained through a personal or customer relationship between recipient and sender, (2) recipients did not affirmatively consent to receive communications from the sender, or (3) recipients have opted out of receiving communications from sender when given the opportunity to do so. 6. FRAUDULENT ACTIVITY. You may not use the Service to make fraudulent offers to sell or buy products, items, or services or to advance any type of financial scam such as "pyramid schemes", "Ponzi schemes", or "chain letters." You may not use techniques to hide or obscure the source of any e-mail or other communication. 7. IMPERSONATION. You may not use the Service to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to create a false identity for the purpose of misleading others. Without limiting the foregoing, you may not use invalid or forged headers, invalid or non-existent domain names or other means of deceptive addressing. 8. SOFTWARE VIRUSES. You may not use the Service to upload files or transmit any material that contains viruses, worms, Trojan Horses time bombs, cancelbots, corrupted files, or other code that manifests contaminating or destructive properties. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

66 9. COLLECTING INFORMATION. You may not use the Service to store or collect, or attempt to store or collect, personal information about third parties without their prior knowledge and consent. 10. NEWSGROUPS. You should use your best judgment when posting to any newsgroup. Many groups have charters, published guidelines, FAQS, or "community standards" describing what is and is not considered appropriate. You must abide by such guidelines. You may not post or list articles which are off-topic according to the description of the group or send unsolicited mass e-mailings to ten or more people if such e-mail could reasonably be expected to provoke complaints from its recipients. Without limiting any other rights or remedies that Clearwire may have under this AUP, the Terms and Conditions or applicable law, Clearwire may cancel any postings that violate this AUP as determined by Clearwire in its sole discretion. 11. USE OF YOUR ACCOUNT BY OTHERS. You may not, through action or inaction, allow others to use the Service for illegal or improper activities or for any purpose or in any manner prohibited by this AUP. You may not permit your network, through action or inaction, to be configured in such a way that gives a third party the capability to use the Service in an illegal or improper manner or for any purpose or in any manner prohibited by this AUP. 12. RESELLING. You may not directly or indirectly reproduce, duplicate, copy, sell, provision, resell, rent, lend, pledge, transfer, distribute or exploit any portion of the Service without Clearwire's prior written consent. 13. SECURITY PRECAUTIONS. You are solely responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Service for the reconstruction of any lost data. 14. ILLEGAL AND FRAUDULENT ACTIVITY. You acknowledge and agree that Clearwire may cooperate fully with investigations of possible illegal activity or violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations. Subscribers who violate systems or network security may incur criminal and/or civil liability. Clearwire may immediately suspend or terminate Your Service if Clearwire suspects abuse or fraudulent use of the Service, interference with our network, or violation of the AUP or Terms and Conditions, and may notify the appropriate authorities if it reasonably believes that such abuse or fraudulent use is in violation of applicable law. You must cooperate with Clearwire in any fraud investigation and use any fraud prevention measures that Clearwire prescribes. Your failure to provide reasonable cooperation may result in your liability for all fraudulent usage. 15. VIOLATIONS OF AUP. In the event that you violate this AUP, Clearwire may, without limitation, restrict your access to Clearwire's network, increase the fees associated with your Service, including upgrading you to a higher class of Service, or immediately suspend or terminate your Service. In the event of termination of your Service, all applicable termination charges will apply. Except as expressly provided herein, the rights and remedies of Clearwire are cumulative and not exclusive of any rights or remedies that Clearwire may otherwise have at law or in equity. Waiver of any violation of this AUP by Clearwire shall not act as a waiver of any subsequent violation, nor shall it be deemed to be a waiver of the underlying obligation or term. No failure or delay by Clearwire in exercising any right or remedy hereunder will operate as a BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

67 waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. You should read this AUP in conjunction with our Terms and Conditions and our other Policies which are set forth on our website. Clearwire has the right but not the obligation to monitor or restrict any uses of the Service that Clearwire believes in its sole discretion violates this AUP, any part of the Terms and Conditions, or applicable law. You are solely responsible for all content that you transmit or receive utilizing the Service, and are responsible for abuse of your account by others. 16. PRIVACY; MONITORING THE SERVICE, POLICY MANAGEMENT. Clearwire is under no obligation to monitor the Service, but Clearwire may do so from time to time in its discretion. Without limiting any other right of Clearwire under this AUP or the Terms and Conditions, Clearwire may disclose any information regarding you or your use of the Service for any reason and at its sole discretion in order to satisfy applicable laws, regulations, orders, or governmental requests, or in order to operate and deliver the Service in an efficient manner, or to otherwise protect Clearwire's property or legal interests and those of its subscribers. To protect its customers and its network Clearwire may, without limitation, block and allow traffic types as we see fit at any time. 17. PERSONAL WEBSITES. Clearwire offers subscribers a certain amount of disk space for hosting website(s) ("Web Space"), depending on the Service level selected. Web Space is defined as a file system allocation on one or more of Clearwire's publicly available web servers that is used for the sole purpose of displaying or providing information to the public Internet community. You are solely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (the "Content") contained within your Web Space, and are further responsible for obtaining any third-party consent or permission required for the use thereof. Clearwire does not inspect or otherwise participate in the posting of Content to its subscribers' Web Space and, as such, does not guarantee the accuracy, integrity, security, or quality of such Content. Clearwire disclaims any liability for the security of any Content posted on the Web Space; all such Content is stored at your risk. Such Web Space is available freely to anyone using the Internet. Clearwire reserves the right at any time, and periodically, to modify or discontinue, temporarily or permanently, your Web Space, with or without notice. Clearwire may, in its sole discretion, terminate your Web Space, and remove any Content contained on your Web Space for any reason, including, without limitation, lack of use, or the reasonable belief that you have violated this AUP. You acknowledge that Clearwire will not be liable to you or to any third party for any modification, suspension, or discontinuance of your Web Space. 18. REPORTING VIOLATIONS. Clearwire requests that any person who becomes aware of a violation of this AUP report the information to Clearwire at ABUSE@CLEARWIRE.COM. If available, please provide the IP address used to commit the alleged violation and the date and time of the alleged violation. Clearwire may take any appropriate action as it deems fit in its sole discretion, including, but not limited to, one or more of the following actions in response to a report: issue a warning; suspend the subscriber's newsgroup posting privileges; suspend the subscriber's account; terminate the subscriber's account; bill the subscriber for administrative costs and/or reactivation charges; bring appropriate legal action to enjoin violations and/or to collect damages, if any, caused by violations; or take no action. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

68 19. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. Pursuant to Title 17, United States Code, Section 512(c)(2) (as amended), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. Note that inquiries relevant to the following procedure only will receive a response. 20. REVISIONS; RESERVATION OF RIGHTS. CLEARWIRE reserves all rights including the right to revise, amend, or modify this AUP or any other Policy at any time, and any such revisions will be effective ten (10) days after posting on Clearwire's website. You agree that your continued use of the Service after the effective date of any such revision, amendment or modification will constitute your acceptance thereof and you shall thereafter be bound by the terms of this AUP, as revised, modified or amended. IT IS YOUR RESPONSIBILITY TO CHECK CLEARWIRE'S WEBSITE REGULARLY, AS ALL OR ANY PART OF THIS AUP MAY CHANGE WITHOUT NOTICE. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

69 SCHEDULE 3 TERM SHEET - FINANCING <TABLE> <S> <C> Lender: Bell Canada or an Affiliate thereof ("Bell") Borrower: Clearwire Corporation ("Clearwire") Amount of Credit: US$10,000,000 Loan Purpose: The extension of credit is to fund capital expenses and start-up costs associated with the deployment of VoIP Services in the Territory. Loan Structure: Bell will advance funds to Clearwire as requested, in an amount not to exceed US$10,000,000. Principal and interest shall be payable on the third anniversary of the Effective Date. Interest: Interest will be charged on the outstanding amount of the loan at an interest rate of 7% per annum net of any and all withholding taxes than may be exigible with respect thereto (provided however that Bell will use commercially reasonable efforts to offset such withholding taxes against Canadian tax Bell has to pay and if Bell is successful in doing so there will be a reduction of the gross up for withholding taxes) Prepayments: No prepayment penalties. Prepayments applied in inverse order of loan payments. Certain Covenants: The loan agreement will have customary terms, conditions and covenants associated with a credit facility of the type provided by BCE Nexxia to Clearwire. No disbursements of loan proceeds shall be made until such time as a definite loan agreement has been negotiated and entered into by Clearwire and Bell Security: Bell shall have a security interest in each item of tangible personal property purchased by Clearwire and located on a Canadian premise owned or controlled by Bell or any of its Affiliates. </TABLE> BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

70 SCHEDULE 4 APPOINTMENTS The initial appointees to the Executive Operating Committee are: For BCE Nexxia: o Trevor Anderson o Sal Iacono For Clearwire: o Rob Mechaley John Saw The initial appointees to the Project Management Office are: For BCE Nexxia: o Lee Carlson For Clearwire: o Katherine Beal BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

71 SCHEDULE 5 TAKE BACK SERVICE ELEMENTS Take Back Service Elements relates to the right of Clearwire to assume responsibility and accountability with respect to Service Elements which are provided on a Dedicated basis, and as more particularly set forth below. o POP Site hardware and software including: o Session Boarder Controllers / RTPs, o Firewall equipment, o Media Gateways, o Switching, cabling and related patch panels. o Tier II / Tier III Support related to US POP hardware and software and / or Main Site (Toronto/Montreal) network hardware and software o US PSTN connectivity ordering and vendor management, including local connectivity, long distance connectivity, 911 and LNP related services. o US PSTN vendor selection for new market turn-up after PSTN connectivity vendor management take back. o Commissioning of US POP equipment with support from BCE Nexxia in the scenario where BCE Nexxia continues to support MCS complex facilities (servers or application servers) located in Canada. o Main Site network hardware and software including: o MCS complex facilities including CS2K and dedicated firewall, RTP, Switching and Routing equipment, cabling and patch panels, as well as Long Distance Media Gateways o All related software licenses and RTUs (right to use) purchased and dedicated to the Clearwire solution o Main Site OSS / IT Systems; o All computer hardware (i.e. servers) purchased on a Dedicated basis to support the delivery of VOIP Services (i.e. 911 and number portability) o All custom developed software (specifically custom API software) purchased or developed on a Dedicated basis to support the delivery of Clearwire VoIP Services. o All third party software purchased on a Dedicated basis that is required to support delivery of VoIP Services o With respect to the transfer or assignment of accountability and responsibility to Clearwire, as it relates to the Take Back Service Elements set forth in this Schedule 5, BCE Nexxia shall deliver to Clearwire relevant support documentation, including without limitation, the following documentation: BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

72 o All as-built documents and diagrams o Operations training material for the POPs, main sites and dedicated operational support systems. o Configuration files for network elements as well as usernames and passwords, installation, commissioning and maintenance guidelines. o Network operations reports for performance monitoring, availability, trouble tickets and capacity utilization. o All development, test and implementation project plans related to take back elements. o Current and detailed billing and payment status for all Take Bake Service Elements. o All warranties for Take Service Elements provided on a Dedicated Basis. o All licenses software and/or equipment being part of Take Back Service Elements. BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

73 SCHEDULE 6 FUTURE SERVICES o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] o [***] [*** Confidential Treatment Requested] BCENEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT

EXHIBIT 10.31 SIDE AGREEMENT This Side Agreement ("Agreement") is made as of the 16th day of March, 2005 by and among Clearwire Corporation, a Delaware corporation (the "Company"), Eagle River Holdings, LLC, a Washington limited liability company ("ERH"), and Bell Canada, a Canadian corporation incorporated under the Canada Business Corporations Act ("Bell"). The Company, ERH and Bell are hereinafter collectively referred to as the "Parties". In consideration for the purchase by Bell of shares of Class A Common Stock ("Class A Common") of the Company pursuant to a Subscription Agreement dated as of March 8, 2005 (the "Subscription Agreement"), the Parties agree to the terms and obligations of this Agreement. The Company is entering into this Agreement on its own behalf and not on behalf of its Affiliates (the "Company Affiliates"), but any breach by any of the Company Affiliates of any of its obligations under this Agreement will be deemed a breach by the Company under this Agreement. Bell is entering into this Agreement on its own behalf and not on behalf of its Affiliates (the "Bell Affiliates"), but any breach by any of the Bell Affiliates of any of its obligations under this Agreement will be deemed a breach by Bell under this Agreement. ERH is entering into this Agreement on its own behalf and not on behalf of the other McCaw Entities, but any breach by any of the McCaw Entities of any of its obligations under this Agreement will be deemed a breach by ERH under this Agreement. The Company Affiliates, the Bell Affiliates and the McCaw Entities are collectively referred to herein as the "Parties Affiliates". Capitalized terms used herein that are not otherwise defined herein shall have the meanings assigned to them in the Stockholders Agreement (as defined below). 1. Confidentiality. 1.1 Disclosure of Terms. The Parties acknowledge that the terms and conditions (collectively, the Transaction Terms") of this Agreement, the Amended and Restated Stockholders Agreement dated as of March 16, 2004 (the "Stockholders Agreement"), the Joinder to the Stockholders Agreement dated as of the date of this Agreement, the Registration Rights Agreement dated as of March 16, 2004 (the "Registration Rights Agreement"), the Joinder to the Registration Rights Agreement dated as of the date of this Agreement, the Subscription Agreement and the Master Supply Agreement, dated as of the date of this Agreement, by and between the Company, Bell and BCE Nexxia Corporation (the "Master Supply Agreement") and all exhibits, restatements and amendments thereto (collectively, the "Transaction Agreements"), including their existence, shall be considered Confidential Information (as that term is defined below) and shall not be disclosed by the Parties or the Parties Affiliates to any third party except in accordance with the provisions set forth below. 1.2 Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" means (i) any proprietary or confidential information, including without limitation the Transaction Terms, whether in written, oral, electronic or other tangible or intangible form, which prior to the date hereof has been, or after the date hereof may be, furnished by or on behalf of a Party or a Parties Affiliate (as applicable, the "Disclosing Party") to another Party or a Parties Affiliate (as applicable, the "Receiving Party") or its Representatives (as defined below), relating to the business of the Disclosing Party, the investment in the Company by Bell or the commercial relationship established under the Master Supply Agreement, together with notes, work papers or other documents prepared by the Receiving Party or its Representatives which contain, reflect or are based upon such information, and (ii) the fact that such information has been made available to the Receiving Party. Notwithstanding the foregoing, the following will not constitute "Confidential Information" for purposes of this Agreement:

(a) information that the Receiving Party can show by documented and cogent evidence was known to the Receiving Party prior to the disclosure thereof under this Agreement or the Confidentiality Agreement (as defined below); (b) information that is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of this Agreement or the Confidentiality Agreement; (c) information that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not known by the Receiving Party, after reasonable inquiry, to be prohibited from transmitting the Confidential Information by a contractual, legal or fiduciary obligation to the Disclosing Party or any other person; and (d) information that is independently acquired or developed by the Receiving Party without reference to the Confidential Information. 1.3 Confidentiality and Restricted Use. Subject to Sections 1.4, 1.5 and 1.6, a Receiving Party agrees that: (a) it shall not, directly or indirectly, use the Confidential Information furnished to it by or on behalf of the Disclosing Party, for any purpose other than in connection with the investment by Bell in the Company or the commercial relationship established under the Master Supply Agreement; (b) the Confidential Information shall be kept confidential; (c) it shall not, in any manner whatsoever, disclose or disseminate the Confidential Information (in whole or in part) furnished to it hereunder to any person, provided that, subject to the terms and conditions of this Agreement, any disclosure of the Confidential Information may be made to: (i) any Affiliate, officer, director, employee, accountant, auditor or attorney of the Receiving Party (collectively, "Representatives") who needs to know such Confidential Information in connection with the investment by Bell in the Company, the commercial relationship established under the Master Supply Agreement, the performance of services for the Receiving Party or the business operations of the Receiving Party and who has agreed or is otherwise obligated to abide by the terms of this Section 1; and (ii) any other person upon the prior written consent of the Disclosing Party. 1.4 Press Releases. The Company and Bell agree that they may, individually or collectively, and from time to time, wish to issue press releases or make other forms of public disclosure regarding the investment by Bell in the Company or the commercial relationship established under the Master Supply Agreement. Subject to the following, the Company and Bell agree that the content of any such press release or public disclosure will require the consent of both the Company and Bell prior to any issuance or disclosure, provided, however, that such consent will not be required if such issuance or disclosure: (i) is required under applicable U.S. or Canadian securities laws and stock exchange or stock market rules and regulations (provided that the Company or Bell, as applicable, will be afforded a reasonable opportunity to comment), (ii) is substantially the same as disclosure already approved by each of the Company and Bell under this Section 1.4, or (iii) only discloses (a) the fact that Bell has invested the subscribed amount in the Company, (b) Bell's percentage ownership in the Company, and/or (c) the fact that Bell is the Company's exclusive strategic partner in its Voice over Internet Protocol ("VoIP") service offering in the United States and its preferred VoIP 2

partner internationally, and that Bell and the Company will jointly explore other areas of collaboration particularly in the area of value added services, both in the U.S. and internationally. No other announcement regarding the Parties or the Parties Affiliates in a press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without each of the Company's and Bell's prior written consent. 1.5 Permitted Disclosures. Notwithstanding any of the foregoing, (a) the Company may disclose any of the Transaction Terms to (i) its current or bona fide prospective investors, (ii) bona fide prospective acquirers of the Company or any of its assets, (iii) prospective recipients of the Company's securities in current or future acquisitions by the Company, (iv) bona fide prospective lenders, and (v) any of its employees, investment bankers, lenders, accountants, auditors, attorneys and other advisors in connection with any such transactions or any of the transactions described in the Transaction Agreements, in each case only where such persons or entities are under reasonable nondisclosure obligations; (b) Bell may disclose any of the Transaction Terms to bona fide prospective acquirers of all or a part of Bell's Shares who at the time of such disclosure would be permitted to acquire such Shares in a Transfer made in accordance with the Stockholders Agreement or this Agreement, with any required consent of the Company obtained prior to such disclosure, and any of its employees, investment bankers, lenders, accountants, auditors, attorneys and other advisors in connection with any such transaction or any of the transactions described in the Transaction Agreements, in each case only where such persons or entities are under reasonable nondisclosure obligations; (c) the Company and Bell may disclose (other than in a press releases or other public announcements described in Section 1.4 above) only (i) the fact that Bell has invested the subscribed amount in the Company, (ii) Bell's percentage ownership in the Company, and/or (iii) the fact that Bell is the Company's exclusive strategic partner in its VoIP service offering in the United States and its preferred VoIP partner internationally, and that Bell and the Company will jointly explore other areas of collaboration particularly in the area of value added services, both in the U.S. and internationally; and (d) the Company and Bell shall have the right to disclose to third parties any information regarding the Transaction Terms disclosed in a press release or other public announcement made in compliance with Section 1.4. Notwithstanding anything else in this Agreement, including the immediately preceding sentence, none of the terms and conditions of the Master Supply Agreement, the commercial relationship established thereunder and any Confidential Information relating thereto can be disclosed without Bell's prior written consent; provided, that, the redacted version of the Master Supply Agreement attached hereto as Schedule 1.5 (the "Redacted MSA") may be disclosed by the Company to any of the persons or entities set forth in clause (a) of the preceding sentence, in each case only where such persons or entities are under reasonable nondisclosure obligations; provided further, that if the Redacted MSA fails to contain terms of the Master Supply Agreement that the Company, in the reasonable opinion of the Company's legal counsel, is required to disclose to such persons or entities under applicable law, the Company may disclose such terms with the prior written consent of Bell, acting reasonably, to such persons or entities that are under reasonable nondisclosure obligations after having provided Bell with reasonable advance notice (and reasonable opportunity to comment) setting forth in sufficient detail the nature of the requirement under applicable law and a copy of the document containing such terms; provided further, that the Company may incorporate, to the extent reasonable and necessary, the economic terms of the Master Supply Agreement into financial models prepared by the Company for such persons or entities and deliver such financial models to such persons or entities that are under reasonable nondisclosure obligations. 1.6 Compelled Disclosure. In the event that (i) any action, suit, proceeding or claim is brought or asserted against the Receiving Party or any of its Representatives seeking to compel the disclosure of any of the Confidential Information, or (ii) the Receiving Party otherwise becomes legally compelled (including, without limitation, pursuant to U.S. federal and state and Canadian securities laws and/or other applicable regulatory laws) or compelled 3

pursuant to the rules of any stock exchange or market on which the Company's or Bell's securities are listed, in the reasonable opinion of the Receiving Party's legal counsel, to disclose any of the Confidential Information, the Receiving Party shall provide, to the extent legally permitted to do so, the Disclosing Party with prompt written notice of such action, suit, proceeding, claim or other event of legal compulsion so that the Disclosing Party may seek a protective order or seek confidential treatment of such Confidential Information. In the event that such protective order or confidential treatment is not obtained by the Disclosing Party for any reason, the Receiving Party agrees to furnish only that portion of the Confidential Information which, in the reasonable opinion of the Receiving Party's legal counsel, is required. To the extent legally permitted to do so, the Receiving Party will permit the Disclosing Party a reasonable opportunity to review and comment on the form and content of any Confidential Information that will be disclosed pursuant to this Section; provided, that, the Receiving Party shall not be required to make any changes to the form and content of any Confidential Information that will be disclosed pursuant to this Section requested by the Disclosing Party based on such review or comments. In any event, the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. Notwithstanding the foregoing, to the extent required to be disclosed by the Company under 47 CFR 1.2112(a), the number of shares held by Bell and the percentage interest of Bell in the Company may be disclosed by the Company without the requirement for the consent of Bell or procedures set forth in this Section 1.6. 1.7 Other Confidentiality Agreements. With respect to any information exchanged between the Parties and/or the Parties Affiliates that is Confidential Information under this Section 1, this Section 1 shall supersede and replace that certain Confidentiality Agreement, dated November 29, 2004 (the "Confidentiality Agreement") executed among the Company, NR Communications, LLC and Bell. Additionally, the Company and ERH agree that neither of them shall enforce, and hereby expressly waive, the confidentiality terms set forth in Section 13.15 of the Stockholders Agreement nor any similar confidentiality obligation or restriction contained in any of the Transaction Agreements (except for this Agreement), against Bell. Notwithstanding the foregoing, the confidentiality provisions set forth in the Master Supply Agreement shall be in addition to, and shall not be limited or modified in any way by, the terms of this Agreement; provided, that, nothing in the Master Supply Agreement shall have the effect of preventing or otherwise limiting the disclosures of Confidential Information permitted under Sections 1.4, 1.5 and 1.6 of this Agreement. 2. Right to Board Seat 2.1 Nomination of Bell Director. In connection with each election of directors of the Company, unless Bell otherwise instructs the Company in writing, the Company shall nominate the then Chief Executive Officer ("CEO") of BCE Inc. ("Bell Director") to serve as a director of the Company, provided, however, that if the directors of the Company reasonably determine that (a) compliance with the terms of this Section 2.1 is prohibited in the exercise of their fiduciary duties, or (b) the Company reasonably determines that compliance with the terms of this Section 2.1 is prohibited under (i) applicable securities laws, (ii) stock exchange or stock market rules and regulations or (iii) Delaware law, then the Company will so notify Bell and, if so requested by Bell, following a determination under (b) above only, will provide an opinion from the Company's legal counsel confirming that they or it are so prohibited and the Company will, for and only for the duration of such prohibition, be excused from complying with the terms of this Section 2.1. 2.2 Election of Director. In any election of directors of the Company, each McCaw Entity (including without limitation ERH) shall vote all of its Shares in favor of the election of the Bell Director, it being understood that the initial Bell Director, to be elected immediately following the execution and delivery of this Agreement, shall be Michael J. Sabia, provided, however, that if the Company reasonably determines that compliance with the terms of this 4

Section 2.2 is prohibited under (i) applicable securities laws or (ii) stock exchange or stock market rules and regulations, then the Company will so notify Bell and, if so requested by Bell, will provide an opinion from the Company's legal counsel confirming that they or it are so prohibited and the McCaw Entities will, for and only for the duration of such prohibition, be excused from complying with the terms of this Section 2.2. 2.3 Removal and Replacement of Bell Director. Each McCaw Entity (including without limitation ERH) agrees not to vote to remove the Bell Director unless he or she ceases to be the CEO of BCE Inc. In the event that the Bell Director ceases to serve as a member of the Board of Directors of the Company ("Board") during his or her term in office as a result of he or she ceasing to be the CEO of BCE Inc., and for so long as Bell has the right to nominate the Bell Director pursuant to Sections 2.1 or 2.2, the resulting vacancy on the Board shall be filled by the new CEO of BCE Inc. as the Bell Director, upon notice of Bell to the Company to that effect. Each McCaw Entity (including without limitation ERH) agrees to use commercially reasonable efforts and take all action within its power, including, but not limited to, the voting of Voting Shares, to cause the removal of the Bell Director as provided above, and to cause the election of the new CEO of BCE Inc. as the Bell Director as soon as possible after receipt of notice of Bell to the Company to that effect. If there is a vacancy in the Bell Director seat for any reason and Bell does not notify the Company as provided above that such vacancy is to be filled by the CEO of BCE Inc. on or before the date which is 90 days after the date such seat first becomes vacant, the rights and obligations of the Company, Bell and the McCaw Entities (including without limitation ERH) under this Section 2 shall terminate and be of no further force or effect. 2.4 Termination of Right to Board Seat. The effectiveness of this Section 2 shall be terminated upon the earliest to occur of (i) the date that Bell and the Bell Affiliates cease to own, either directly or indirectly, in the aggregate, Shares representing at least 5% of the Voting Shares of the Company, (ii) the date that Bell and the Bell Affiliates cease to own, either directly or indirectly, in the aggregate, Shares representing at least 50% of the Shares of the Company purchased under the Subscription Agreement (as adjusted for any Recapitalization Event (as defined below)), or (iii) the date upon which any competitor of the Company or the Company Affiliates acquires control of Bell or BCE Inc. For greater certainty, the effectiveness of this Section 2 shall not terminate upon the closing of the Company's IPO. 3. Observation Rights. *** 5

*** 4. Disclaimer of Corporate Opportunity Doctrine. The Company acknowledges that Bell and the Bell Affiliates will likely have, from time to time, information that may be of interest to the Company ("Business Information") regarding a wide variety of matters. The Company, as a material part of the consideration for this Agreement agrees that Bell, the Bell Affiliates and the Observers shall have no duty to disclose any Business Information to the Company or permit the Company to participate in any projects, business or investments based on any Business Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Business Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit Bell's or Bell Affiliates' ability to pursue opportunities based on such Business Information or that would require Bell, the Bell Affiliates or the Observers to disclose any such Business Information to the Company or offer any opportunity relating thereto to the Company. The Company agrees that the Bell Director shall have no obligations to the Company, including obligations or duties to disclose any Business Information, other than the obligations and duties imposed on the Bell Director as a director of the Company under Delaware law. 5. Restrictions on Exercise of Drag Along Right Against Bell. 5.1 Notwithstanding Section 6 of the Stockholders Agreement, the Company and the McCaw Entities (including without limitation ERH) agree and acknowledge that Bell shall have no obligation to take any action specified under Section 6 of the Stockholders Agreement in connection with the exercise of the Drag Along Right or any event giving rise to a Drag Along Right unless each of the following conditions is satisfied: (i) The Selling McCaw Entity shall be required to commit to a Transfer in a bona fide arm's length transaction with a Person that is not an Affiliate of the McCaw Entities (including without limitation ERH). (ii) The only representations, warranties or covenants that Bell shall be required to make in connection with a Transfer giving rise to a Drag Along Right (such Transfer, a "Company Sale") are representations and warranties with respect to its own ownership of the Company's securities to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims and reasonable covenants regarding confidentiality, publicity and similar matters. (iii) The liability of Bell with respect to any representation and warranty or covenant made by the Company in connection with a Company Sale shall be several and not joint with any other person. Such liability shall be limited to Bell's pro rata share of the aggregate consideration payable to all stockholders of the Company in the Company Sale, which may be held in escrow for a period not to exceed 12 months from the closing date of the Company Sale. 6

(iv) Bell shall not be required to amend, extend or terminate any contractual or other relationship with the Company, the acquirer or their respective Affiliates. (v) Bell shall not be required to agree to any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Company Sale; provided, that, for the avoidance of doubt, any such obligations under the Master Supply Agreement shall survive the Company Sale, unless the Master Supply Agreement is terminated according to its terms. 5.2 Bell will not be bound by the Drag Along Right following any assignment of the Drag Along Right (by operation of law or otherwise) by any McCaw Entity (including without limitation ERH) unless the Person to whom such right is assigned shall have executed a written agreement, substantially in the form of this Agreement, pursuant to which such Person becomes a party to this Agreement and agrees to be bound by all the provisions hereof. 5.3 Bell will not be bound by the Drag Along Right if any McCaw Entity (including without limitation ERH) takes or consents to any action that results in the ability of any Person not a party to this Agreement to exercise the Drag Along Right against Bell, unless such Person shall have executed a written agreement, substantially in the form of this Agreement, pursuant to which such Person becomes a party to this Agreement and agrees to be bound by all the provisions hereof. 6. Representations, Warranties and Covenants. 6.1 Representations and Warranties of the Company and ERH. Each of the Company and ERH represent and warrant, severally but not jointly, as follows: (a) Such entity is duly organized and existing under the laws of the jurisdiction under which such entity is organized and is in good standing under such laws. Such entity has requisite power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. (b) Such entity has all requisite power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. (c) All action on the part of such entity (and its officers, directors, stockholders, managers or members, as applicable) necessary for the authorization, execution, delivery and performance by such entity, respectively, of this Agreement have been taken on or prior to the date hereof. This Agreement, when executed and delivered by such entity shall constitute the valid and binding obligations of such entity, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. 6.2 Additional Representation and Warranty of ERH. ERH represents and warrants that, as of the date hereof, ERH owns the number of shares of the Company listed on Schedule 6.2 attached hereto, free and clear of liens or encumbrances, and has not, prior to or on the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement other than the Stockholders Agreement and this Agreement. As of the date hereof, no other McCaw Entity owns any voting or economic interest in the Company. 6.3 Transaction Documents. For so long as the Stockholders Agreement remains in effect, in addition to, and not in substitution for, any information or related rights granted in the Transaction Documents or otherwise, the Company agrees to provide Bell with copies of 7

current versions of the Transaction Documents (fully executed) and the Company's Certificate of Incorporation (file-stamped), in each case, reflecting all amendments and restatements thereto through such date of request, promptly following a request by Bell, if any of such Transaction Documents or Certificate of Incorporation have been amended since the Company last provided copies thereof. 8

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*** 8. Prohibitions and Restrictions on Certain Sales of Company Securities. 8.1 Prohibition on Certain Sales of Company Securities to McCaw Entities. Notwithstanding anything to the contrary in the Stockholders Agreement the Company shall not issue or sell any Shares of any class of capital stock of the Company or any other equity securities of the Company, or any securities or instruments convertible into or exchangeable or exercisable for, directly or indirectly, any Shares or any other equity securities of the Company (collectively, "Company Securities"), to any McCaw Entity (including without limitation ERH) for a price per share (calculated on an as-if converted into or exercised or exchanged for Class A Shares of the Company basis) less than the Original Issue Price (as proportionately adjusted for any Recapitalization Event), except pursuant to (i) exercises by the McCaw Entities of their preemptive rights pursuant to Section 1 of the Stockholders Agreement in circumstances where Bell is also entitled to exercise those rights, and exercises by ERH or any other McCaw Entities of its preemptive rights pursuant to Section 11 of this Agreement in circumstances where Bell is also entitled to exercise those rights, and (ii) any exercises or conversion by any McCaw Entities of any Options or Convertible Securities held by the McCaw Entities as of the date hereof. 8.2 Prohibition on Certain Sales of Company Securities to Competitors of Bell. Notwithstanding anything to the contrary in the Stockholders Agreement, the Company shall not issue, sell, assign, dispose of, pledge or otherwise Transfer any Company Securities or any debt of the Company to any Canadian competitor of Bell set forth on Schedule 8.2 attached hereto or any Affiliate, assignee or successor of any Canadian competitor of Bell set forth on Schedule 8.2 (each a "Bell Competitor*), as such Schedule may be updated from time to time upon mutual agreement of the Parties. Additionally, the Company shall not borrow any capital from any Bell Competitor. Notwithstanding the foregoing, the Company may sell any of its securities to a Bell Competitor in a public offering registered under the Act, provided that the Company cannot solicit any Bell Competitor. The effectiveness of this Section 8.2 shall be terminated upon the date that Bell and the Bell Affiliates cease to own, either directly or indirectly, in the aggregate, Shares representing at least 50% of the Shares of the Company purchased under the Subscription Agreement (as adjusted for any Recapitalization Event (as defined below)). 10

8.3 Right of First Refusal with Respect to Sales of Company Securities by any McCaw Entity to Bell Competitors. Notwithstanding anything to the contrary in the Stockholders Agreement, with respect to any Transfer by any McCaw Entity (including without limitation ERH) of any of its Company Securities, or securities of ERH (or any other McCaw Entities that owns, directly or indirectly, more than five percent (5%) of the outstanding Company Securities or, if less than five percent (5%), represents its primary asset) ("McCaw Securities"), to a Bell Competitor, Bell shall have, and the McCaw Entities hereby irrevocably grant to Bell, the rights (the "Competitor Right of First Refusal") described in this Section 8.3. (a) Any McCaw Entity (the "Selling McCaw Entity") that desires to Transfer any of its Company Securities or McCaw Securities in compliance with this Section 8.3 must first receive a bona fide, written offer ("Competitor Offer") from the applicable Bell Competitor for the acquisition of any or all of the Selling McCaw Entity's Company Securities or McCaw Securities. Upon receipt and acceptance of a Competitor Offer that the McCaw Entity intends to accept, the Selling McCaw Entity shall give written notice (the "Competitor ROFR Notice") to Bell stating that the Selling McCaw Entity intends to Transfer Company Securities or McCaw Securities to a Bell Competitor. The Competitor ROFR Notice shall identify the Bell Competitor, specify the type and number of Company Securities or McCaw Securities to be Transferred to the Bell Competitor (the "Competitor ROFR Securities"), specify the aggregate and per share price (in cash or other consideration) (the "Competitor Sale Price") that the Bell Competitor has agreed to pay for the Competitor ROFR Securities, and enclose an accurate summary of all other material terms and conditions of the proposed Transfer. (b) The Competitor ROFR Notice shall constitute the Selling McCaw Entity's binding offer to sell the Competitor ROFR Securities to Bell on the terms set forth in the Competitor ROFR Notice and this Agreement. Bell shall have 10 business days after delivery of the Competitor ROFR Notice (the "Competitor ROFR Exercise Period") to exercise its right to purchase all, but not less than all of, the Competitor ROFR Securities at the Competitor Sale Price and upon the other terms and conditions set forth in the Competitor ROFR Notice by written notice to the Selling McCaw Entity within the Competitor ROFR Exercise Period, provided that such written notice may provide that the exercise of the Competitor Right of First Refusal by Bell is subject to obtaining the required regulatory approvals, for which Bell is using commercially reasonable efforts to satisfy the requirements as soon as reasonably practicable. (c) Failure to deliver such notice within the Competitor ROFR Exercise Period shall constitute a waiver of the Competitor Right of First Refusal with respect to the Competitor ROFR Securities, and the Selling McCaw Entity shall have ninety (90) business days thereafter to complete the Transfer of the Competitor ROFR Securities to the Bell Competitor on substantially the same terms set forth in the Competitor Offer; otherwise, the Competitor ROFR Securities thereupon be again subject to the right of first refusal described in this Section 8.3 before any Transfer can be made. (d) Delivery of a notice exercising the Competitor Right of First Refusal shall create a binding contract between the Selling McCaw Entity and Bell for the purchase and sale of the Competitor ROFR Securities at the Competitor Sale Price and on the terms and conditions in the Competitor Offer, as described in the summary provided in the Competitor ROFR Notice, and this Section 8.3. In that event, Bell shall deliver the Competitor Sale Price for the Competitor ROFR Securities, in immediately available funds, to the Selling McCaw Entity to effectuate the Transfer of the Competitor ROFR Securities within five business days after the end of the Competitor ROFR Exercise Period or the satisfaction of the conditions to closing contained in the Competitor ROFR Notice; provided that Bell is using commercially 11

reasonable efforts to cause such condition to be satisfied as soon as reasonably practicable. The Selling McCaw Entity shall effectuate the Transfer of the Competitor ROFR Securities by promptly delivering to Bell (and/or the applicable Affiliate of Bell) one or more certificates, properly endorsed for transfer, that represent the Competitor ROFR Securities, together with stock powers and such other closing documentation that Bell (and/or the applicable Affiliate of Bell) may reasonably request. The Company and the McCaw Entities (including without limitation ERH) agree to consent as required under the Stockholders Agreement to any Transfer by a McCaw Entity to Bell or its Affiliates under this Section 8.3. 9. Change of Control Not a Repurchase Event. The Company and the McCaw Entities (including without limitation ERH) agree to consent under Section 7 of the Stockholders Agreement to a Change of Control of BCE Inc. or Bell so that it does not constitute a Repurchase Event with respect to any Stock held by Bell or the Bell Affiliates. 10. Permitted Transfers. The Company and the McCaw Entities (including without limitation ERH) agree to consent to any Transfers of any or all of Bell's and the Bell Affiliates' Company Securities between or among Bell and/or the Bell Affiliates who qualify as Qualified Transferees and who agree in writing to be bound by the terms of the Stockholders Agreement and this Agreement, so that such Transfers qualify as Permitted Transfers; provided, that the maximum number of transferees permitted under this Section 10 shall not exceed five (5). 11. *** 12

*** *** 13. Definition of Transfer. Notwithstanding anything to the contrary in this Agreement or the Stockholders Agreement, the definition of Transfer for all purposes of this Agreement shall be the definition of Transfer set forth in Section 4.01 of the Stockholders Agreement without regard to Section 4.03 of the Stockholders Agreement. 14. Termination of Restrictions on Transfer in Stockholders Agreement. 14.1 Company Default under Master Supply Agreement. Notwithstanding anything to the contrary in the Stockholders Agreement, if the Company terminates the Master Supply Agreement for any reason (other than due to a breach of or default under the Master Supply Agreement by Bell) or breaches or is in default under the Master Supply Agreement and such breach or default (i) is not curable or, if curable, is not cured in compliance with and within the time period applicable under the Master Supply Agreement and (ii) would give Bell a basis for terminating the Master Supply Agreement (a "Company Breach"), none of the Company, the Company Affiliates and the McCaw Entities (including without limitation ERH) will enforce the provisions of Sections 4 and 5 of the Stockholders Agreement with respect to any Transfer of Company Securities by Bell and the Bell Affiliates, and hereby expressly consent thereto, except as otherwise provided in Section 14.3 below; provided, that (a) the transferee agree to become bound by the terms of the Stockholders Agreement prior to such Transfer and (b) for any Transfer to which this Section 14.1 applies as the result of a Company Breach, Bell or the Bell Affiliate making such Transfer, provides (x) prior written notice to the Company of the existence of a Company Breach, including the grounds upon which such claim of a Company Breach is based, (y) if curable under the Master Supply Agreement, an opportunity to cure such Company Breach as provided in the Master Supply Agreement, and (z) prior written notice of the intent to Transfer Shares if such Company Breach is not cure during the cure period, if any. 13

14.2 Sale to VoIP Service Provider. Notwithstanding anything to the contrary in the Stockholders Agreement, if any Person that as a material part of its activities in the United States markets, provides or supports Voice over Internet Protocol services, and/or any Affiliate(s) of such a Person, acquires or holds a majority of the outstanding voting power of the Company or ERH, none of the Company, the Company Affiliates and the McCaw Entities (including without limitation ERH) will enforce the provisions of Sections 4 and 5 of the Stockholders Agreement with respect to any Transfer of Company Securities by Bell and the Bell Affiliates, and hereby expressly consent thereto, except as otherwise provided in Section 14.3 below; provided, that the transferee agree to become bound by the terms of the Stockholders Agreement prior to such Transfer. 14.3 Sales by Bell to Company Competitors. Notwithstanding Sections 14.1 or 14.2 of this Agreement, if Bell and/or the Bell Affiliates desire to Transfer all or any part of their Company Securities to any person or entity a significant portion of its business consists (or is expected to consist) of the provision of fixed wireless broadband services or equipment of the type delivered by the Company in the United States, then Section 5.01 of the Stockholders Agreement shall apply to such Transfer. 15. Notice of Certain Potential Transactions. So long as Bell and the Bell Affiliates own, in the aggregate, directly or indirectly, Company Securities representing at least 5% of the Voting Shares of the Company, (A) the McCaw Entities shall provide prompt written notice to Bell each time any of the following occurs: (i) any of the McCaw Entities receives an offer from, or enters into material or substantive discussions with, any entity regarding a possible transaction that, if consummated, would permit such McCaw Entity to exercise its Drag Along Right on Bell's Shares, but with respect to offers, only if and at such time as such McCaw Entity enters into material or substantive discussions with the entity, (ii) the CEO or President of any one of the McCaw Entities authorizes or intends to seek authority from the board of directors of any McCaw Entity to authorize any of the McCaw Entities to enter into a sale process for the purposes of completing a transaction that, if consummated, would permit any such McCaw Entity to exercise its Drag Along Right on Bell's Shares, and (B) the Company shall provide prompt written notice to Bell each time any of the following occurs: (i) the Company receives an offer from, or enters into material or substantive discussions with, any entity regarding a possible transaction that, if consummated, would either result in a Change of Control of the Company or permit any one of the McCaw Entities to exercise its Drag Along Right on Bell's Shares, but with respect to offers, only if and at such time as the Company enters into material or substantive discussions with the entity, (ii) the CEO or President of the Company authorizes or intends to seek authority from the Board to authorize the Company to enter into a sale process for the purposes of completing a transaction that, if consummated, would either result in a Change of Control of the Company or permit any of the McCaw Entities to exercise its Drag Along Right on Bell's Shares. Following any of notifications as provided above, subject to the limitations under any confidentiality agreements entered into with third parties, the Company and/or the McCaw Entities, as applicable, will provide Bell with a reasonable opportunity to engage in the process, at Bell's option; provided, that, the foregoing shall not require the Company and/or the McCaw Entities to delay the acceptance of any offer beyond any deadline associated with such offer or to otherwise take any action that would materially prejudice the ability of the Company and/or the McCaw Entities to enter into the transaction that is the subject of a notification under this Section 15.. 16. Limitations with Respect to McCaw Entities. Commencing on the date of this Agreement and continuing thereafter for so long as the McCaw Entities hold a majority of the voting power of the Company, no McCaw Entity (including without limitation ERH and Craig O. McCaw, but excluding ICO Global Communications and the Company) will acquire more than a ten percent (10%) passive equity interest in any company (excluding ICO Global Communications and the Company) for whom a significant portion of its business consists (or is expected to consist) of the provision of fixed wireless broadband services or equipment of the type delivered by the Company in the United States, unless the applicable McCaw Entity has first made the opportunity 14

available to the Company and the Company's independent directors have decided to direct the Company not to pursue the opportunity. 17. Miscellaneous. 17.1 Term and Termination. The term of this Agreement shall begin on the date of this Agreement and shall terminate on the latest to occur of the following: (i) the Master Supply Agreement terminates, or (ii) Bell and the Bell Affiliates own no Shares of the Company. 17.2 Successors and Assignees. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties (including any Permitted Transferees of all or substantially all of Bell's or ERH's Shares). As a closing condition to any Transfer of Shares by any Party to this Agreement (including, without limitation, any McCaw Entity), the transferee of such Shares shall agree in writing to be bound by this Agreement and the Stockholders Agreement. In addition, the Company and ERH agree that as a condition precedent of any McCaw Entity becoming the holder of any Share, it will obtain that such McCaw Entity agrees to be bound by this Agreement and the Stockholders Agreement, and Bell agrees that as a condition precedent of any Bell Affiliate becoming the holder of any Share, it will obtain that such Bell Affiliate agrees to be bound by this Agreement and the Stockholders Agreement. 17.3 Notices. All notices, requests, demands, instructions, documents and other communications to be given under this Agreement to any party shall be in writing and sent to the address/fax number set forth on the signature page below (provided that any party may at any time change its address for notice or other such information by giving written notice thereof in writing to the other parties hereto). 17.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 17.5 Amendment and Waiver. This Agreement may not be amended or modified without the written consent of the Parties. No waiver of any provision of this Agreement shall be binding unless and until set forth expressly in writing and signed by the waiving party. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach of the same or any other term or provision, or a waiver of any contemporaneous breach of any other term or provision, or a continuing waiver of the same or any other term or provision. Notwithstanding anything to the contrary in this Agreement or the Stockholders Agreement, the Stockholders Agreement shall not be amended or modified without the prior written consent of Bell and no waiver of any term or provision of the Stockholders Agreement shall be effective against Bell without the prior written consent of Bell. 17.6 Specific Performance. The Parties acknowledge that it will be impossible to measure in money the damage to them caused by any failure to comply with the covenants set forth in this Agreement, that each such covenant is material, and that in the event of any such failure, the injured party will not have an adequate remedy at law or in damages. Therefore, the Parties consent to the issuance of an injunction or the enforcement of other equitable remedies against them at the suit of the other, without bond or other security, to compel performance of all of the terms of this Agreement, and waive the defense of the availability of relief in damages. 17.7 Severability. If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby. 15

17.8 Enforceability; Conflicts. In all events, the terms and provisions of this Agreement shall be enforceable notwithstanding any conflicting term or provision set forth in any of the other Transaction Agreements. In the event of any conflict between any term or provision of this Agreement and any term or provision set forth in any of the other Transaction Agreements, such term or provision of this Agreement shall prevail over such term or provision set forth in any of the other Transaction Agreements. 17.9 No Impairment. Each of the Parties hereto agree not to, by amendment of the Company's Certificate of Incorporation or Bylaws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue, sale or transfer of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights granted herein against impairment. 17.10 Further Assurances. Each of the Parties hereto shall execute and deliver all additional documents and instruments and shall do any and all acts and things reasonably requested in connection with the performance of the obligations undertaken in the Agreement or otherwise to effectuate in good faith the intent of the Parties. 17.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 17.12 Entire Agreement. This Agreement, the Transaction Agreements and the documents referred to herein and therein constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and no Party shall be liable or bound to any other Party in any manner by any warranties, representations, covenants or agreements except as specifically set forth herein or therein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 16

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. CLEARWIRE CORPORATION Address: By: /s/ Ben Wolff 5808 Lake Washington Boulevard NE, Suite ----------------------------- 300 Name: Ben Wolff Kirkland, WA 98033 Title: Executive Vice President Attention: Vice President of Legal Affairs EAGLE RIVER HOLDINGS, LLC Address: (f/k/a COM Holdings, LLC) By: Eagle River, Inc., a Washington Corporation, its Manager By: /s/ Ben Wolff ---------------------------- Name: Ben Wolff Title: President Agreed and Accepted: BELL CANADA Address: 1000, De La Gauchetiere Street West, By: /s/ J. Trevor Anderson Suite 3700 ----------------------------- Montreal, Quebec Name: J. Trevor Anderson H3B4Y7 Title: SVP Technology Attention: Chief Legal Officer, Bell Canada With copy by e-mail to: scott.thomson@bell.ca and michel.lalande@bell.ca SIGNATURE PAGE TO SIDE AGREEMENT BETWEEN BELL CANADA, CLEARWIRE CORPORATION, AND EAGLE RIVER HOLDINGS, LLC

EXHIBIT 10.39 VENDOR AGREEMENT Effective Date: September 27, 2005. THIS VENDOR AGREEMENT (the "Agreement") is made and entered into by and between Best Buy Purchasing LLC, a Minnesota corporation ("Best Buy"), having its principal office at 7601 Penn Avenue South, Richfield, Minnesota, 55423, U.S.A., and Clearwire LLC, a Nevada limited liability company ("Vendor"), having its principal office at 5808 Lake Washington Blvd. NE #300, Kirkland, WA 98033. WHEREAS, This Agreement is intended to set forth the terms and conditions applicable to the order, shipment and delivery of certain equipment by Vendor to Best Buy and distribution of such equipment by Best Buy and its designated affiliates. The parties agree that certain terms of this Agreement are only applicable to the purchase of goods from Vendor and the marketing and resale of such goods by Best Buy should the parties at some point agree to such purchase and resale relationship. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby agree as follows: 1. LICENSE TO DISTRIBUTE EQUIPMENT 1.1 Appointment of Authorized Dealer. Vendor appoints Best Buy and each of its affiliates designated to Vendor in writing (collectively, "Dealer") as an authorized dealer to provide for the Marketing and sale of Vendor Services and the sale or lease of Equipment through Dealer's Sales Channels in accordance with the terms and conditions set forth in the Subscription Service Addendum attached hereto and incorporated herein by this reference (the "SSA"). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the SSA. To the extent of any inconsistency between the terms of this Agreement and those in the SSA related to the marketing and sale of Vendor Services, the terms of the SSA shall control. The designated affiliates will include Best Buy Stores, L.P., and BestBuy.com, Inc., or as updated from time to time upon notice to and consent of Vendor ("Affiliates"). 1.2 Territory. Vendor grants Dealer a non-exclusive license to distribute the Services and Equipment (collectively "Products"), to Members in the United States (and its territories) or other geographic areas as mutually agreed in a writing signed by Vendor and Dealer from time to time through Dealer's Sales Channels and Selected Dealer Stores all in accordance with the SSA. 2. PRICING AND TAXES 2.1 Prices. Vendor will sell the Products to Dealer at the prices then in effect on its current price list, as may be changed from time to time, or as otherwise agreed between the parties. [***] Vendor's prices do not include sales, use, excise, or similar taxes. 2.2 Taxes. The amount of any valid present or future sales, use, excise, or other similar tax that is attributable to purchase or delivery of the Products will be paid by Dealer; or in lieu thereof, Dealer will provide Vendor with a tax exemption certificate acceptable to the taxing authorities. 2.3 No Minimum Purchase Requirement. Dealer shall have no obligation or liability to purchase or distribute all or any particular volume of any type of Products or parts from the Vendor; and (ii) Dealer does not guarantee, and is not obligated to issue, any particular number or type of purchase orders with the Vendor. Dealer shall not be liable to the Vendor for loss of business or revenues, or excess inventory, if Dealer's distribution of the Products does not meet the Vendor's expectations. 3. PURCHASE ORDERS Orders for Vendor's Products will be initiated by Dealer no later than ten (10) days before the shipment date by electronic purchase orders submitted by Dealer and will govern the shipment and delivery of Products upon acceptance by Vendor, provided that Dealer reserves the right to cancel a purchase order at any time prior to the shipment date. Vendor will be deemed to have accepted a purchase order if Vendor fails to reject the purchase order by notifying Dealer within forty-eight (48) hours of its receipt thereof, not including weekends and nationally recognized holidays. Dealer will use commercially reasonable efforts to provide Vendor with periodic forecasts of Dealer's anticipated inventory requirements for Product. 4. PAYMENT 4.1 Invoices. All Vendor invoices or other evidence of Dealer's orders will be sent via Electronic Data Interchange (EDI) to Dealer no earlier than the Product shipment date in connection with each accepted and fulfilled purchase order. Dealer will pay amounts due in each such invoice pursuant to the credit terms established by the parties, which will be set forth in the SSA attached as an addendum hereto, as further described in Section 10. The designated credit term will commence on the later of (a) the date Dealer receives Products at the FOB point specified in Section 5, or (b) the date Dealer is authorized to resell the applicable Products, i.e. the "street date." Payment will not be considered late by Vendor for purposes of calculating early payment discounts if payment is sent by Dealer within one (1) week of the due [*** Confidential Treatment Requested]

date or if payment is delayed because of an EDI communication failure or due to an indebtedness of Vendor to Dealer. No interest or other charges will be payable by Dealer upon this Agreement, or any resulting invoice, whether claimed by reason of late payment or otherwise. All transactions will be valued and paid in United States currency. 4.2 [***] 4.3 Statement of Account. From time to time upon request by Dealer, Vendor will provide a complete statement of account that will include but not be limited to unpaid invoices and disputed deductions. Such statement of account will also disclose all credit memos issued and outstanding. The statement of account will be forwarded by electronic mail in spreadsheet format or by regular mail per Dealer's instructions. Statements for merchandising/inventory accounts will be separate from any statement of account for parts purchased by Dealer for Product service and out-of-warranty repairs. 4.4 Debit Balances. If Vendor is indebted to Dealer but there is no outstanding balance due to Vendor, Vendor will pay the amount due to Dealer via check or wire transfer in full within thirty (30) days of receipt of notification thereof from Dealer. Dealer reserves the right to charge Vendor interest at the rate of 1.5% per month for any debit balance not paid within such time. If the amount in question is disputed, the parties agree to work in good faith to reconcile the matter so that payment to Dealer of any undisputed amount will be made within sixty (60) days of Dealer's original notice to Vendor. In no event will Dealer be obligated to take a credit against future purchases. 5. SHIPPING 5.1 Shipping Terms: The parties hereby agree to the ground shipment terms selected below: [X] FOB Destination, Freight Prepaid by Vendor. Vendor will be responsible for carrier selection and routing instructions. Vendor will pay all costs and expenses incurred prior to the FOB point, including without limitation, insurance, freight, and any notification, sort and segregation charges. Unless otherwise agreed, title remains with Vendor and Title risk of loss passes to Dealer upon delivery at the destination specified by Dealer, which may include but is not limited to its stores, distribution centers, and third-party fulfillment providers. Vendor is encouraged to utilize Dealer's preferred carriers to improve on-time performance, minimize transit times and reduce the need for expedited shipments. [ ] FOB Origin, Freight Collect and Allowed. Dealer will be responsible for carrier selection, routing instructions and pick-up appointments at Vendor's domestic origin facility. In addition, Dealer is responsible for carrier freight payments, submitting freight claims for loss and damage, scheduling appointments at destination, and tracking and tracing freight in transit. Title and risk of loss passes upon delivery at Vendor's domestic origin shipping dock. Vendor agrees to have Products in ship-ready condition on the ship date specified in the applicable purchase order and provide forty-eight (48) hour notice of pick-up request to Dealer. The attached Collaborative Transportation Agreement, as amended from time to time by the parties, if applicable, contains additional terms that define the parties' responsibilities under this shipping arrangement. 5.2 Time is of the Essence. TIME IS OF THE ESSENCE OF THIS AGREEMENT WITH RESPECT TO THE SPECIFIED DATES FOR SHIPMENT OF PRODUCT. 5.3 Expedited Shipments. Vendor will pay any additional freight expenses incurred in connection with an expedited shipment arising from a shipment delay or other cause attributable to Vendor. 5.4 Other Charges. Any charges related to special requests of Vendor to carrier, including loading assistance, detention, or any other instructions, prior to title passage, will be the responsibility of the Vendor. 5.5 Direct Import Addendum. Terms relating to Products that are imported by Dealer, if applicable, are set forth in the attached Direct Import Addendum, which is incorporated herein by reference. 6. PRICE PROTECTION; NOTICE OF PRICE INCREASES. The parties agree and acknowledge that this Section 6 is applicable only to Products purchased by Dealer from Vendor. 6.1 Price Protection. [***] Dealer will submit a cost adjustment claim to Vendor that is supported by documentation that reflects Dealer's inventory records of Product subject to price protection credit. [*** Confidential Treatment Requested]

6.2 Notice of Price Increases. Except as otherwise agreed, Vendor will give Dealer ninety (90) days prior written notice to Dealer of the effective date of any price increases. A price increase will not affect Dealer's cost on a purchase order accepted by Vendor prior to the effective date of such price increase. 7. RETURNS 7.1 Return Rights. Dealer will have the right to return for full credit or refund of Dealer's cost any Products (a) against which an allegation is made that the use of such Products infringes on any patent, trademark, trade secret, copyright, right of privacy or publicity, or any other tangible or intangible proprietary or intellectual property right; (b) that are not manufactured, packaged, or labeled in accordance with industry standards and/or all applicable laws, ordinances, rules, and regulations; (c) that are shipped in error or in non-conformance with Dealer's purchase order; (d) that have caused injury to person or property; and (e) that are damaged or Defective. Returned Products will be shipped FOB Origin, Freight Collect from Dealer's product return center, distribution center or stores, as the case may be. 7.2 Defective Products. For purposes of this Agreement, a "Defective" Product means any Product that is visually or operationally defective and Product that has been returned by a customer in accordance with Dealer's end-user return policy. Dealer's end-user return policy allows for the return of most Products with or without cause for a specified period after purchase, regardless of whether the Product packaging has been opened or whether the Product is actually defective. Dealer will promptly notify Vendor upon Dealer's discovery of any Defective Product. 7.3 Return Procedures. If a Vendor Return Authorization is first required by either party prior to Dealer's return of Product to Vendor, Vendor agrees to provide a unique Return Authorization number to Dealer within forty-eight (48) hours of Dealer's request. Vendor will allow delivery of return Product as of the day the Return Authorization is issued to Dealer. If Vendor requires that Dealer make an appointment to deliver returned Product, such appointment will be provided by Vendor within three (3) days of the carrier's expected arrival time. Upon shipment of the return Product to Vendor, Dealer will send a Return Goods Memo (debit memo) to Vendor that references the corresponding Return Authorization number, if any, along with quantity and dollar amounts on a per unit basis. Dealer may thereafter deduct the total dollar amount of the return Product from Vendor's invoice. Vendor agrees to send a credit memo to Dealer for the amount specified in the Return Goods Memo within ninety (90) days of the date of Dealer's deduction. Such credit memo will reference either Dealer's Return Goods Memo number or the Return Authorization number. Product returned to Vendor will be delivered in their original, undamaged containers, provided that Vendor will not consider a container with a removed UPC to be damaged for purposes of calculating the return credit if such UPC was removed by an end-user in connection with a Vendor-sponsored rebate offer. In the event Dealer rightfully requests a return of Products under this Agreement and Vendor fails to timely provide a Return Authorization or accept delivery thereof, Dealer may take any action in its sole and reasonable discretion at Vendor's expense, which may include but is not limited to storage, liquidation or destruction of the Products. If Vendor receives Product from Dealer that Vendor believes is non-returnable, Vendor will return such Product to Dealer's originating Product returns location within ninety (90) days of Vendor's determination and the shipment cartons will reference the original return shipment's Return Authorization number or Return Goods Memo number. 7.4 Additional Return Rights. Additional or different return rights may be specified in a Vendor Program Agreement (e.g., stock-balancing, defective allowances) as further described in Section 10. If the parties agree to a defective allowance, such allowance will replace Dealer's right to return Defective Products as provided herein, except that if the actual defective rate for a particular Product exceeds the applicable allowance, Dealer may either adjust the allowance accordingly or return the excess Defective Product to Vendor for full credit or refund. A defective allowance will have no effect upon Dealer's return rights as otherwise provided in this Agreement. 7.5 Warranty Returns; Appointment of Authorized Return Center. Vendor appoints Dealer as an "Authorized Return Center" for the return by end-users of those Products under a manufacturer's warranty. Except as may otherwise be agreed in a comprehensive Product Service Agreement, which will be an addendum hereto as further described in Section 11, Dealer will (a) receive the in-warranty Product from the end-user, (b) provide the end-user with an in-store credit ("In-Store Credit"), and (c) send the end-user's defective Product to Vendor after receiving Vendor's return authorization, if required. The appointment of Dealer as an Authorized Return Center is non-exclusive and will include all present and future Dealer locations which Dealer designates to accept the Product returns. This appointment of Dealer as an Authorized Return Center will survive the expiration or termination of this Agreement to the extent necessary to satisfy end-user warranty requests. 8. DISCONTINUED PRODUCT. The parties agree and acknowledge that this Section 8 is applicable only to Products purchased by Dealer from Vendor. A "Discontinued Product" means any Product that Vendor has stopped manufacturing or any Product that undergoes a material change in appearance or packaging. Vendor agrees to provide Dealer with at least ninety (90) days advance written notice of the occurrence of a Discontinued Product, or as soon as possible in the event that the discontinuance is caused by actions taken by a component part supplier of Vendor. Upon notice of such Discontinued Product, Dealer may, without penalty or liability, cancel any outstanding purchase orders pertaining to the Discontinued Product. With respect to Dealer's existing inventory of Discontinued Product, Dealer may, in its sole discretion, either return such Discontinued Product at any time to Vendor for full credit or refund, or Vendor and Dealer will negotiate a cost markdown of such existing inventory.

9. VENDOR PERFORMANCE AND OPERATIONS STANDARDS Other terms that are relevant to doing business with a particular operating division of Dealer or Affiliate may be found in the Vendor Performance and Operations Standards, which is a part of this Agreement and incorporated herein by reference. The Vendor Performance and Operations Standards may be accessed at Dealer's Vendor Extranet web site, www.extendingthereach.com The Vendor Performance and Operations Standards may include but is not limited to information concerning Electronic Data Interchange (EDI), Returns Procedures, Routing and Shipping Guides and the Shipping Performance Management Program, all of which may be updated from time to time by Dealer upon notice to Vendor. The terms and conditions of this Agreement shall govern in the event of any inconsistency. 10. VENDOR PROGRAM AGREEMENT Dealer and Vendor may agree upon certain terms from time to time concerning matters such as Products, pricing, market development/cooperative advertising/merchandising funds, invoice credit terms, stock rotation, volume rebates, new store allowances, and the like. Such terms will be contained in the SSA, which will be considered an addendum hereto, as amended from time to time by the parties. In the event of conflict between business terms of the SSA, as it may be amended from time to time and this Agreement, the business terms contained in the SSA will control. 11. PRODUCT SERVICE AND WARRANTY REPAIRS Dealer is committed to meeting its customers' high expectations concerning post-sale service and warranty repairs. A comprehensive Product Service Agreement between the parties may be necessary to ensure customer satisfaction. If applicable, the attached Product Service Agreement controls the servicing and warranty repairs of the Products and will be executed by both parties prior to or simultaneous with the execution of this Agreement. 12. RESERVED 13. CONFIDENTIALITY This Agreement and any information marked as confidential or, regardless of form (written/electronic/oral) or marking, is of the nature that a reasonable person would understand its owner would not want it disclosed to the public will be considered to be Confidential Information and shall be governed by the terms of the non-disclosure and confidentiality agreement executed by the parties, dated August 30, 2005, a copy of which is attached hereto and incorporated herein by this reference. 14. ADDITIONAL OBLIGATIONS OF VENDOR 14.1 Product Materials. Vendor will provide to Dealer, at no charge, Product samples, adequate copies of any marketing and technical information, service manuals, detailed Product specifications, end-user warranties and other Product data and materials. 14.2 Training. Vendor will assist with the training of Dealer personnel on Dealer's premises as reasonably necessary to ensure that Dealer's sales and service personnel will be adequately knowledgeable with respect to the Products. 14.3 Compliance with Laws. Vendor will notify Dealer within ten (10) days regarding the existence and nature of Vendor's knowledge of any possible material non-compliance with applicable laws, or its notice of a claim from a consumer (which, individually or in the aggregate, may reasonably be expected to result in material liability to Vendor and/or Dealer) that a Product is defective or does not comply with all applicable laws. 15. REPRESENTATIONS AND WARRANTIES 15.1 Vendor's Representations and Warranties. Vendor represents and warrants to Dealer that (a) it has the authority to enter into this Agreement and to make the Products available to Dealer for distribution in accordance with the SSA and Equipment Agreement, free and clear of all liens, charges, encumbrances, or other restrictions, and that the persons signing this Agreement on behalf of Vendor are authorized to sign; (b) it will comply with all applicable federal, state, and local laws and regulations in performing its obligations under this Agreement, including but not limited to laws and regulations pertaining to product design, manufacture, packaging and labeling and, if applicable, importation and the Foreign Corrupt Practices Act; and (c) the Products are not produced, manufactured, assembled or packaged by the use of forced labor, prison labor or forced or illegal child labor and that the Products were not trans-shipped for the purpose of mislabeling, evading quota or country of origin restrictions or for the purpose of avoiding compliance with forced labor, prison labor or child labor laws. 15.2 Dealer's Representations and Warranties. Dealer represents and warrants to Vendor that (a) it has the authority to enter into this Agreement, and that the persons signing this Agreement on behalf of Dealer are authorized to sign; (b) it will comply with all applicable federal, state, and local laws; and (c) it will exert commercially reasonable efforts to promote and distribute the Products consistent with Dealer's obligations under the SSA and Equipment Agreement.

16. TERM AND TERMINATION 16.1 Term. This Agreement will commence on the Effective Date and will continue until expiration or termination of the SSA and will automatically renew on the same terms applicable to the SSA. 16.2 Events on Termination. (a) [***] (b) For Cause. Upon termination of this Agreement for cause, the parties will agree to either (i) completion by Dealer of sell-through of the remaining Product inventory; or (ii) return of the remaining Product inventory to Vendor at the breaching party's expense, and Dealer will receive a refund of any purchase price at Dealer's cost for all returned Products. 17. INDEMNIFICATION Vendor will indemnify, defend, and hold Dealer, its parent, affiliates, agents and employees, harmless from and against any and all claims, actions, liabilities, losses, costs and expenses arising from or in connection with [***] Vendor agrees to pay all costs of liability, settlement and defense, including attorney fees and costs. Dealer will indemnify, defend, and hold Vendor, its parent, affiliates, agents and employees, harmless from and against any and all claims, actions, liabilities, losses, costs and expenses arising from or in connection with [***] Vendor agrees to give Dealer prompt written notice of any claims, to tender the defense to Dealer, and to grant Dealer the right to control settlement and resolution. Dealer agrees to pay all costs of liability, settlement and defense, including attorney fees and costs. 18. INSURANCE 18.1 Comprehensive / Commercial General Liability. Vendor will procure and maintain throughout the term of this Agreement a policy of comprehensive general or commercial general liability insurance with a combined single limit of not less than one million dollars ($1,000,000) for each occurrence. 18.2 Workers Compensation; Automobile Liability. If Vendor's agents will be entering Dealer's premises, Vendor will procure and maintain throughout the term of this Agreement: (a) Workers Compensation insurance in an amount not less than the statutory limits and (b) automobile liability insurance with a combined single limit of not less than one million dollars ($1,000,000) for each occurrence for personal injury, including death, and property damage. 18.3 Umbrella Coverage. Vendor will procure and maintain throughout the term of this Agreement Umbrella coverage of not less than ten million dollars ($10,000,000). 18.4 Requirements. Vendor will supply Dealer with a Certificate of Insurance with respect to each of the foregoing policies, except Workers Compensation, that names BEST BUY CO., INC., ITS SUBSIDIARIES & AFFILIATES as an Additional Insured, and which also provides that such insurance will not be canceled or changed unless at least thirty (30) days prior written notice has been given to Dealer. The insurance required hereunder will be issued by an insurance company or companies authorized to do business in the United States. Vendor's insurance will be primary and required to respond to and pay claims prior to other coverage. 19. ASSIGNMENT 19.1 Assignment. This Agreement may not be assigned by either party without first obtaining the other party's express written consent, which consent will not be unreasonably withheld except in conjunction with a permitted assignment of the SSA and Equipment Agreement. [*** Confidential Treatment Requested]

19.2 Assignment of Accounts Receivable. If Vendor assigns payments to an assignee/factor, Vendor understands and agrees that Vendor and the assignee/factor will be required to sign Dealer's standard acknowledgment form to assure Dealer that the assignee/factor understands the rights and obligations being assigned, including the right of Dealer to make offsets. 20. AUDIT RIGHTS; CLAIMS 20.1 Audit Rights. Upon reasonable prior written notice and at reasonable times during regular business hours, each party will have the right to audit the other party's books and records to assure compliance with the terms and conditions of this Agreement. If the audit reveals that a party is not performing in material compliance with the terms of this Agreement, then, in addition to any other legal and equitable rights and remedies available, the party not in compliance will reimburse the other for the reasonable costs of the audit. 20.2 Claims. Except as otherwise provided in this Agreement, claims by either party, however asserted, will be commenced within two (2) years from the date the cause of action accrues. 21. CONFLICT OF INTEREST AND CODE OF CONDUCT POLICIES Vendor agrees to respect and abide by Dealer's conflict of interest and code of conduct policies, which are available at www.extendingthereach.com and may be amended from time to time by Dealer. Vendor should contact Dealer's email hotline at vendor.relations@bestbuy.com for information concerning Dealer's policies and to discuss any ethical or conduct concerns that they may have as a result of their contact with Dealer personnel. Vendor understands and acknowledges that Dealer's conflict of interest and code of conduct policies address Vendor-paid travel, gifts and gratuities, offering and accepting bribes, family members and close personal relationships involving employees of both parties, personal investments in the other party, Vendor-sponsored charitable and other events, Vendor product samples, Vendor promotional copies, direct personal purchases from Vendors by Dealer employees, and awards, incentives and other spiffs from vendors. Vendor agrees to avoid conflict of interest situations with Dealer and to deal at arms length with Dealer. Dealer similarly agrees to abide by Vendor's policies concerning these subject matters. 22. FORCE MAJEURE Neither party will be in breach of this Agreement solely due to causes beyond the control and without the fault or negligence of such party. Such causes may include, but are not restricted to, acts of God or of a public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, power failure, or failure of the U.S. postal system, but in every case the failure to perform will be beyond the control and without fault or negligence of the party failing to perform. Each party will inform the other of any Force Majeure event within five (5) business days of its occurrence. 23. NOTICES All notices, requests, demands and other communications that are required or may be given under this Agreement will be in writing and will be deemed to have been duly given if hand-delivered or mailed by either registered or certified mail, return receipt requested, or by a nationally recognized overnight courier service, receipt confirmed. In the case of notices via first-class mail or courier service, notices will be deemed effective upon the date of receipt. Notices will be addressed to the parties as set forth below, unless either party notifies the other of a change of address, in which case the latest noticed address will be used: <TABLE> <CAPTION> Notices To Vendor: Notices To Dealer: ------------------ ------------------ <S> <C> Clearwire LLC Best Buy Purchasing LLC 5808 Lake Washington Blvd., Suite 300 7601 Penn Avenue South Kirkland, WA 98033 Richfield, MN 55423-3645 Attn: Chief Operations Officer Attn: Senior Vice President, Merchandising Copy to: Legal Department Copy To: Manager, Vendor Relations Copy To: General Counsel, Legal Department </TABLE> 24. GENERAL 24.1 Relationship of the Parties. The relationship between the parties will be that of independent contractor. Nothing herein will be construed as creating or constituting the relationship of employer/employee, franchiser/franchisee, principal/agent, partnership, or joint venture between the parties. 24.2 Governing Law; Jurisdiction. This Agreement will be governed by and interpreted under the laws of the State of New York. 24.3 Enforceability. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, such provision will be more narrowly and equitably construed so that it becomes legal and enforceable, and the entire Agreement will not fail on account thereof and the balance of the Agreement will continue in full force and effect.

24.4 No Waiver. Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. Neither party will be deemed, by any act or omission, to have waived any of its right or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any other right or remedy, or as to a subsequent event. 24.5 Counterparts and Electronics Signature. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile or other "electronic signature" (as defined in the Electronic Signatures in Global and National Commerce Act of 2000) in a manner agreed upon by the parties hereto. 24.6 Entire Agreement; Amendments. This Agreement, including any addenda or exhibits attached hereto, contains the entire Agreement between the parties with respect to the subject matter hereof, supersedes all prior agreements, negotiations and oral understandings, if any, and may not be amended, supplemented, or modified in any way, except by an amendment in writing and signed by authorized representatives of the parties hereto. No amendment will be effected by the acknowledgement or acceptance of a purchase order, invoice, or other forms stipulating additional or different terms. This Agreement will inure to the benefit of and be binding upon each of the parties and their respective successors, assigns, heirs, executors, administrators, trustees and legal representatives. 24.7 Reservation of Rights. Duties and obligations imposed by this Agreement and rights and remedies available hereunder will be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law except as otherwise provided herein. When Dealer has exercised the right to reject a nonconforming shipment or elected to return Product to Vendor as provided herein, Vendor will not have the right to cure improper tender which might otherwise be available under law. 24.8 Headings. Headings used in this Agreement are for the purposes of convenience only and will not affect the legal interpretation of this Agreement. 24.9 Draftsmanship. Each of the parties hereto has been represented by its own counsel. In the event of a dispute, no provision of this Agreement will be construed in favor of one party and against the other by reason of the draftsmanship of this Agreement. 24.10 Survival. The expiration or termination of this Agreement will not terminate vested rights of either party from any liabilities or obligations incurred under this Agreement prior to or which by their nature are intended to survive expiration or termination, including but not limited to provisions relating to confidentiality, warranties, indemnification, returns, and proprietary rights. ADDENDA (CHECK IF APPLICABLE) Each checked Addendum is hereby incorporated into and made a part of this Agreement: [ ] Vendor Program Agreement [ ] Configure to Order Agreement [X] Subscription Service Addendum [X] Equipment Agreement [X] Certificate of Insurance [ ] Collaborative Transportation Agreement [X] Vendor Performance and Operations [ ] Direct Import Addendum Standards (available at www.extendingthereach.com) IN WITNESS WHEREOF, this Agreement is made effective as of the date first written above. BEST BUY PURCHASING LLC VENDOR: Clearwire LLC (on behalf of its Affiliates) Authorized Officer: /s/ Daniel Moe Authorized Officer: /s/ Ben Wolff ------------------ ---------------- (Signature) (Signature) Name: Daniel Moe Name: BEN WOLFF (Please Print) (Please Print) Title: VP. Vendor Mgmt Title: Executive Vice President Date: 10.5.05 Date: 10-3-05

EXHIBIT 10.40 SUBSCRIPTION SERVICE ADDENDUM THIS SUBSCRIPTION SERVICE ADDENDUM ("Addendum") TO THE VENDOR AGREEMENT, dated 9-27-05 ("VA") is made effective as of 9-27-05 2005, by and between BEST BUY STORES, L.P., a Virginia limited partnership, with offices at 7601 Penn Avenue South, Richfield, Minnesota 55423 ("Dealer") and CLEARWIRE LLC, a Nevada limited liability company, with offices at 5808 Lake Washington Blvd. NE, Suite 300, Kirkland, Washington 98033 ("Vendor"). Dealer and Vendor may each be referred to herein as "Party" or together may be referred to as "Parties", as appropriate. RECITALS: WHEREAS, Vendor is a provider of wireless broadband service and is duly authorized by all applicable regulatory agencies to provide such services in its service areas; and WHEREAS, Dealer is a nationwide specialty retailer of various products, including without limitation consumer electronics, personal computers, entertainment software, appliances, and internet connectivity and content products and services; and WHEREAS, Vendor and Dealer each wish to enter into this Addendum to the Agreement to provide for the Marketing and sale of Vendor Services through Dealer's Sales Channels. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows. 1. DEFINITIONS: 1.1 ACTIVATION OR ACTIVATED: Means Vendor's initiation of Services in Equipment that is owned or leased by a Member. 1.2 ACTIVATION COMMISSION: Activation Commission shall have the meaning described in Exhibit C. 1.3 AFFILIATE: Affiliate of a Party shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with such Party. 1.4 ADDENDUM: Addendum shall mean this Subscription Service Addendum, including the Exhibits attached hereto and any amendment, addendum, Exhibit or schedule later executed by authorized representatives of the Parties. 1.5 COMPETITORS: Competitors, with respect to Dealer's competitors, shall mean any physical or on-line retailer selling Vendor services similar to those offered through the Sales Channels, including Vendor and its Affiliates. 1.6 CONFIDENTIAL INFORMATION: Confidential Information shall have the meaning described in Section 13 of the VA. 1.7 CURRENT SERVICES: Current Services shall mean those broadband wireless services provided by Vendor to its customers that Dealer may Market through the Sales Channels, with mutually agreed upon Activation Commissions or other compensation arrangements, as set forth in Exhibit C. 1.8 CUSTOMER DATA: Customer Data shall have the meaning described in Section 10. 1.9 DEALER MARKS: Dealer Marks shall mean trademarks, service marks, trade names, logos and other brand marks and names used by Dealer for purposes of identifying itself. 1.10 EQUIPMENT: Means the Vendor-approved communications equipment needed by a Member to use the Services. 1.11 FUTURE SERVICES: Future Services shall mean services offered by Vendor, either now or in the future, other than those Current Services identified in Exhibit C. 1.12 MARKET: Market (and all other forms of the word, such as "Marketing") shall mean promoting the sale of the Services through efforts within the Sales Channels, and marketing efforts through advertising and other means, in an effort to sell the Services. 1.13 MARKS: Marks shall mean collectively the Vendor Marks and the Dealer Marks. 1.14 MEMBER: Member shall mean those consumers who initiate a transaction and subscribe as a customer of Vendor for a Current Service through a Sales Channel in accordance with the Vendor requirements described on Exhibit F. A Member shall continue to be a Member for so long as the Member continues to subscribe to the Subscription Service Addendum Final 100305 Page 1 of 19

Service. Any Current Service reinstated by a former Member within thirty (30) days after interruption in such Current Service, which is reinstated either through a Sales Channel or a sales channel internal to Vendor, shall result in such person continuing to be a Member. 1.15 PUBLISHED RATES: The rates that Vendor publishes in its rate plan brochures, or other Vendor documentation, as revised from time to time. 1.16 SALES CHANNELS: Sales Channels shall mean Selected Dealer Stores and other channels through which the Parties agree to Market and sell the Current Services, including (a) the Selected Dealer Stores, (b) BestBuy.com and other Dealer Affiliates, and (c) a "1-800" number to be designated by the Parties for Members and potential Members. The Parties do not intend to use the channels described in clauses (b) and (c) of this Section 1.16 until they execute a separate agreement with respect to those channels. 1.17 SELECTED DEALER STORES: Selected Dealer Stores are the retail stores of Dealer listed on Exhibit A. 1.18 SERVICES: Services shall mean the Current Services and Value Added Enhancements. 1.19 TERM: Term shall have the meaning described in Section 6.1. 1.20 VALUE ADDED ENHANCEMENTS: Value Added Enhancements shall mean those enhancements to Current Services mutually agreed upon by the Parties and developed by Vendor. 1.21 VENDOR MARKS: Vendor Marks shall mean any and all trademarks, service marks, trade names, designs, logos and other brand marks, names and insignia owned or used by Vendor or its Affiliates in connection with identifying themselves, their products, their business units or otherwise. 2. CHANNEL CONTROL; CUSTOMER PROTECTION. 2.1 NO INDUCEMENT TO CANCEL. In consideration and recognition of (1) Vendor's grant to Dealer of the right to use the Vendor Marks on the terms stated in this Addendum and the great value of the goodwill associated with Dealer's ability to use the Marks, which rights and value are not available to distributors generally, (2) the right of Dealer to advertise affiliation with Vendor as an authorized representative of Vendor, (3) the value of specialized, technical knowledge of the broadband wireless industry, and of the Equipment and the Services, imparted by Vendor to Dealer from time to time, and (4) Dealer's access to Vendor's Confidential Information and trade secret information on the terms stated in this Addendum, Dealer will not (and Dealer will not permit its officers, directors, key employees, principals, any Sub-Representative, any Affiliate of Dealer or any Person owning a controlling interest in Dealer or an Affiliate of Dealer to), during the Term of this Addendum, and for a period of two years thereafter, produce, publish, or make available, advertising or marketing materials specifically targeting Members suggesting or inducing them to cancel their Service and purchase wireless broadband services from a provider other than Vendor. Notwithstanding the foregoing, nothing contained herein is intended to limit or restrict Dealer's general marketing and advertising. 2.2 NO OTHER USE OF VENDOR TECHNOLOGY. During the Term of this Addendum, Dealer will not, through any Sales Channel (including, but not limited to, Selected Dealer Stores, as updated from time to time), sell any wireless broadband services or equipment that include, incorporate or rely upon any Vendor Equipment, Marks, intellectual property or Services, except for sales of the Services to Members in accordance with the terms of this Addendum. 3. NO MINIMUM COMMITMENT. Despite anything to the contrary contained in this Addendum, nothing in this Addendum shall be construed to provide that any minimum amount of the Current Services, Future Services, Value Added Enhancements, or Welcome Kits shall be Marketed or sold through the Sales Channels. Subscription Service Addendum Final 100305 Page 2 of 19

4. DUTIES AND RESPONSIBILITIES OF PARTIES. 4.1 Marketing, Pricing and Sale of the Current Services. 4.1.1 MARKETING. Dealer shall offer and Market the Services in the Sales Channels pursuant to the terms of this Addendum, and Vendor shall provide the Services as set forth in this Addendum. Dealer will use commercially reasonable efforts to promote and sell the Services consistent with Dealer's internal sales, marketing and merchandising plans as may be amended from time to time, and consistent with the requirements of Section 9.1. Dealer has the right to establish and customize, at its discretion, Marketing efforts related to the Services, provided that Dealer complies with its obligations under this Addendum. 4.1.2 MARKET MAKER CAMPAIGN. Dealer will use its commercially reasonable efforts (consistent with the requirements of Section 9.1) during the Term of this Addendum to initiate, promote and manage the "Dealer Market Maker Campaign" more specifically described on the attached Exhibit B and incorporated herein by this reference. The fees or payments related to the Dealer Market Maker Campaign are described in Exhibit C attached hereto. 4.1.3 Reserved. 4.1.4 CUSTOMER SERVICES. Dealer will direct all Members who request troubleshooting assistance, or assistance with Activation or warranty issues, or who have problems with the Equipment, to make contact with Vendor's customer service department either through appropriate links at www.clearwire.com or by calling Vendor at its toll-free number. 4.1.5 COMPLIANCE WITH POLICIES; ACCESS. Dealer agrees to maintain operations and follow procedures that are in substantial compliance with the policies and requirements specified on Exhibit F. Subject to a separate written agreement and associated processes and guidelines, Dealer will allow Vendor reasonable access to Selected Dealer Stores. 4.1.6 Reserved. 4.1.7 Reserved. 4.1.8 Reserved. 4.1.9 Reserved. 4.1.10 DEALER CODES. Dealer agrees that it will not allow any other Person to use its Dealer code(s) or other identifying numbers provided by Vendor. 4.1.11 STANDARD OF CONDUCT. Dealer will conduct any and all activities in connection with this Addendum in compliance with all applicable laws and regulations, consistent with the highest standards of fair trade, fair competition and business ethics. Further, Dealer will represent the Services fairly and make no false or misleading representations regarding the Services, and will not engage in any illegal, deceptive, misleading, unethical or improper acts in performing its duties under the Agreement. 4.1.12 NOTICE OF EVENTS. Dealer will notify Vendor in writing immediately upon the occurrence of any of the following events that arise in connection with or related to Vendor, the Services or the Equipment: (1) suit or proceeding initiated against Dealer; (2) written claim or demand; and (3) any investigation of Dealer by any governmental authority. 4.1.13 USE OF VENDOR MARKS. Dealer will use Vendor's Marks in accordance with the terms, conditions and guidelines set forth on Exhibit D attached hereto. 4.1.14 VENDOR PROMOTION. Vendor may (i) promote Dealer's Marketing of the Current Services and the sale of the Current Services and the Equipment and Value Added Enhancements, and (ii) support Dealer's branding efforts via Vendor's agreed upon marketing channels. 4.1.15 PRICING FOR SERVICES. Prices paid by Members for the Services shall not be greater than the prices paid by subscribers to the Current Services through any Dealer Competitor, other than prices paid by employees Subscription Service Addendum Final 100305 Page 3 of 19

of Vendor or its Affiliates or employees of Vendor's marketing or distribution partners. The parties acknowledge that Service pricing may vary geographically and that the foregoing parity language is not intended to reflect or require a national standard. Vendor shall use commercially reasonable efforts to notify Dealer of any changes in prices at least sixty (60) days prior to the effective date of the change; provided however that failure to provide such notice despite reasonable efforts shall not constitute a breach of this Addendum. In no event, however, will such notice be less than the notice provided by Vendor to any Dealer Competitor. Notwithstanding the above, the Parties agree that Vendor sets the prices for Services in its sole and absolute discretion. Dealer shall not vary the Published Rates or any terms of the Services. 4.1.16 SERVICE AVAILABILITY DATABASE. Vendor will provide access to Vendor's service availability database to assist Dealer with the registration of Members. The sale of the Current Service will occur through Vendor and be finalized by Vendor. Vendor shall have the sole right in its discretion to reject the enrollment of any customer submitted by Dealer to Vendor for the Current Services. No contract between Vendor and a customer shall exist until the customer is accepted and approved by Vendor, and a Current Service is Activated. 4.1.17 INVENTORY. Dealer will make commercially reasonable efforts to maintain an inventory of Equipment sufficient to meet reasonable, anticipated demand from Members. 4.1.18 FUTURE SERVICES. The Parties anticipate that Future Services may become available for Marketing after the date of this Addendum and that such Future Services, and the compensation related to those Future Services, may become part of this Addendum. Vendor will notify Dealer of any changes in such prices at least sixty (60) days prior to the commercial launch of such Future Service provided however that failure to provide such notice despite reasonable efforts shall not constitute a breach of this Addendum. Exhibit C shall be amended from time to time to include any Future Service that is re-designated as a Current Service under this Addendum and the agreed upon compensation arrangements related thereto. 4.1.19 BILLING, INSTALLATION, SERVICE AND SUPPORT. Vendor will be responsible for billing Members for the Services and collecting payment for the Services from the Members as it determines in its sole discretion. Dealer will refer billing and service questions regarding the Current Services to Vendor. Dealer shall have no right or obligation to bill or collect from a Member any money or charges for Services, unless otherwise agreed to in writing by the Parties. Vendor shall also be responsible for providing the installation, service and support of the Services. Upon Activation of a particular Member in accordance with Vendor's Activation procedures, such Member will become a customer of Vendor and Dealer shall have no responsibility with respect to billing or provision of Service. 4.1.20 VALUE ADDED ENHANCEMENTS. From time-to-time, Vendor and Dealer shall discuss and may mutually agree upon Value Added Enhancements to be bundled with the Current Services or offered separately by Dealer through the Sales Channels. 4.1.21 SERVICE INFORMATION AND TRAINING. Vendor shall provide to Dealer information that is accurate and updated in a timely manner about Services' features, functionality, and offers and promotions including accurate descriptions of the Current Service price plan options and the benefits of such offers, plans or promotions, for Dealer to use as it Markets the Services to interested customers. In addition, Vendor shall provide Dealer with prior written notice at least *** before there are any changes in Service features, pricing, promotions, offers, service and support packages or technology and such notice shall describe the changes, provided however that failure to provide such notice despite reasonable efforts shall not constitute a breach of this Addendum. Vendor will also provide Dealer, at no charge, with an adequate number of copies of any necessary training and product information brochures and will assist with the training of Dealer personnel on Dealer's premises, at no charge, as mutually agreed, in order that Dealer's sales force will be adequately knowledgeable about the Services. 4.1.22 VENDOR GUIDELINES. Vendor will use commercially reasonable efforts to comply, to the extent permitted under applicable regulatory requirements, with Dealer's vendor, reporting and information system requirements, specification and guidelines in accordance with the provisions of Exhibits F and G. Subscription Service Addendum Final 100305 Page 4 of 19

5. COMPENSATION 5.1 PAYMENT. Vendor agrees to pay Dealer the Activation Commissions in the amounts and at the times described in Exhibit C. 5.2 OTHER DISTRIBUTORS. Dealer acknowledges that the compensation paid by Vendor and other terms and conditions applicable to adding Members to Vendor's Services may vary among representatives and other distributors of Vendor's Services in Vendor's sole discretion. Dealer agrees that it will have no claim against Vendor as a result of any such variation. 5.3 LATE FEES; OFFSETS. If Vendor fails to make any required payment within thirty days following the due date, except to the extent such payment is disputed by Vendor in good faith, with written notice of the dispute to Dealer, it will pay to Dealer a late fee equal to the lesser of *** of the amount of the delinquent payment (including unpaid late fees), or the highest amount allowed by law, for each month such payment is not made. The Parties further agree that, regardless of whether this Addendum is in effect or not, any past due monies owed by one Parry to the other under this Addendum, may be offset against other amounts due to the paying Party. 6. TERM, TERMINATION AND DEFAULT. 6.1 TERM. This Addendum shall commence on the date hereof and shall continue for *** ("Initial Term"). After the Initial Term, this Addendum shall automatically renew for up to *** terms ("Renewal Term"), unless terminated by either Party upon written notice provided at least *** days prior to the expiration of the Initial Term or any Renewal Term. The Initial Term and Renewal Term(s) may be collectively referred to herein as the "Term." Vendor's obligations to make Activation Commission and Residual Payments (as described in Exhibit C) to Dealer shall survive any expiration or termination of this Addendum only as provided in Exhibit C. Notwithstanding the foregoing, termination of the Vendor Agreement between the parties shall constitute termination of this Addendum. 6.2 EVENT OF DEFAULT. In the event that any of the following (hereinafter referred to as an "Event of Default") occurs: 6.2.1 either Party, at any time, fails to perform any of their respective "material obligations" set forth in this Addendum; or 6.2.2 a receiver of any property of either Party shall be appointed in any action, suit or proceeding by or against such Party; then upon the occurrence of such Event of Default the non-defaulting Party may give written notice of such Event of Default to the Defaulting Party who shall have thirty (30) days to cure such Event of Default. If such breach is not cured within 30 days of the Defaulting Party's receipt of written notice adequately describing such breach, then the non-defaulting Party may immediately terminate this Addendum upon notice but without further obligation and without incurring any liability for such termination. For purposes of this Section 6.2, and for purposes of clarification and not of limitation, Dealer's obligation set forth in Sections 4.1.1 and 4.1.2 shall be considered "material obligations." 7. SURVIVAL. The provisions of Sections 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 18, Exhibit C, and those other provisions that by their nature are intended to survive, shall survive any termination or expiration of this Addendum. 8. PROPRIETARY RIGHTS. 8.1 OWNERSHIP. All rights, title and interests in the Vendor Marks and other intellectual property rights of Vendor are and shall remain the property of Vendor. All rights, title and interests in the Dealer Marks and other intellectual property rights of Dealer are and shall remain the property of Dealer. Subscription Service Addendum Final 100305 Page 5 of 19

8.2 LICENSE FOR VENDOR MARKS. Vendor grants Dealer a non-exclusive, royalty free, revocable license to use, copy, affix, reproduce and display, during the Term of this Addendum, only those Vendor Marks identified in writing by Vendor to Dealer for use in connection with the performance of Dealer's obligations under this Addendum; provided, however, that such use is subject to written approval by Vendor and in compliance with Vendor's rules and procedures relating to the Vendor Marks as described and attached as Exhibit D. In the event Vendor's rules and procedures are changed and Dealer has existing Marketing ads and other such collateral in use, Vendor will use commercially reasonable efforts to provide Dealer with ninety (90) days notice of such changes. Vendor will provide Dealer with an account manager that will serve as Dealer's single point of contact for all questions regarding the use of Vendor's Marks. In no event will Dealer be required to obtain written approval for advertising materials. 8.3 LICENSE FOR DEALER MARKS. Dealer grants Vendor a non-exclusive, royalty free, revocable license to use, copy, affix, reproduce and display, during the Term of this Addendum, any and all of the Dealer Marks in connection with the performance of Vendor's obligations under this Addendum; provided, however, that such use is in compliance with Dealer's rules and procedures relating to the Dealer Marks as outlined on Dealer's extranet site www.extendingtbereach.com. 8.4 CHALLENGES. Dealer will not challenge the title or any rights of Vendor (or other owners of the Marks) in and to the Marks either during the Term of this Addendum or thereafter. 8.5 PROTECTION OF MARKS. Dealer agrees to assist Vendor at Vendor's request, and Vendor agrees to reimburse Dealer for all associated reasonable and necessary costs incurred by Dealer at Vendor's request in connection with this Addendum, to protect Vendor's rights to the Marks. Vendor, if it so desires, may commence or prosecute any claims or suits in its own name or in the name of Dealer or join Dealer as a party to this Addendum for such purposes. When known by Dealer, Dealer will promptly notify Vendor in writing of any infringements or imitations by others of the Marks. Vendor will have the sole right to determine whether any action will be taken on account of any such infringements or imitations. Dealer will not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of Vendor. 9. MUTUAL OBLIGATIONS. 9.1 STANDARD OF CARE. In connection with the performance by the Parties of their respective obligations under this Addendum, each Party shall employ a standard of care, skill, and diligence consistent with the highest professional standards practiced in the Parties' respective industries. Each Party's personnel shall adhere to the highest standards of honesty, integrity, fair dealing and ethical conduct in all dealings under this Addendum or related to the Marketing, sale, service and support of the Current Services program provided hereunder. Each Party's personnel, delegates and subcontractors shall be courteous, respectful, and professional with customers, employees, and suppliers. 9.2 LICENSES AND PERMITS. Each Party shall, at its sole cost and expense, have the sole responsibility to (i) obtain all applicable licenses, permits and other authorizations necessary to perform its obligations under this Addendum and (ii) ensure that all aspects of the Services provided by either Party to Dealer's customers or to Members under this Addendum, and the obligations of each Party under this Addendum, are performed in compliance with all applicable laws, ordinances, rules and regulations. 9.3 RIGHT TO AN AUDIT. Either Party shall, within *** of the written request of the other Party, provide to the requesting Party an accounting of sales of Current Services to Members during the Term of this Addendum. Throughout the Term of this Addendum and for a period of two years following its termination, each Party shall also have the right to inspect, audit and copy the other Party's books and records directly relating to the sale of the Current Services to Members upon thirty (30) days prior written notice at the sole cost of the party conducting or representing the audit and not more than twice in any 12 month period. The audited Party will use commercially reasonable efforts to cooperate with the auditing party or their representatives performing such audit and shall give them full access to all of their books and records directly related to sale of the Services to Members. In the event that such Audit reveals Subscription Service Addendum Final 100305 Page 6 of 19

an underpayment greater than 5% the underpaying party agrees to pay for the reasonable costs of the audit in addition to making appropriate payment to address the underpayment. 9.4 RECONCILIATION: Dealer and Vendor agree that it is to the best interest of both Parties to follow a timely and periodic reconciliation process to determine any compensation disputes and secure resolution. Vendor agrees to respond to Dealer compensation disputes within 30 days, including the result and Vendor's reasons. Should Vendor be unable to comply with the 30-day response period, it will inform Dealer as to the reasons and also a revised date upon which the results can be expected. This Section 9.4 is not intended to supersede any other post audit rights currently in existence. 10. CUSTOMER DATA. 10.1 DEFINITION OF "CUSTOMER DATA". *** 10.3 SHARING OF CUSTOMER DATA. Subject to applicable law, each Party agrees to provide the other with Customer Data obtained from or about Members as may be reasonably requested from time to time by a Party solely for purposes of confirming compliance with a Party's obligations described this Addendum. 11. REPRESENTATIONS AND WARRANTIES. 11.1 REPRESENTATIONS AND WARRANTIES OF VENDOR. Vendor represents, warrants and covenants to Dealer as follows: 11.1.1 Vendor, through itself or its Affiliates, has the authority to enter into and perform its obligations under this Addendum and the person(s) signing this Addendum on behalf of it are authorized to execute this Addendum and bind Vendor. 11.1.2 Vendor, through itself or its Affiliates, is the sole owner of or has the authority to use, license and sub-license all proprietary rights in and relating to the Vendor Marks, including all copyright, trademark, service mark, trade secret and other intellectual property rights, and the use by Dealer of the Vendor Marks in compliance with this Addendum will not infringe on or otherwise interfere with the rights of any third party. 11.1.3 Vendor, through itself or its Affiliates, has all applicable licenses, permits and other authorizations necessary to perform its obligations under this Addendum and sell the Services and its performance of its obligations under this Addendum (whether through itself, its employees, representatives, designees, agents or any other person or entity performing Vendor's obligations) shall at all times be in compliance with all applicable laws, ordinances, rules and regulations and shall not infringe on any right of any third party. Subscription Service Addendum Final 100305 Page 7 of 19

11.2 REPRESENTATIONS AND WARRANTIES OF DEALER. Dealer represents warrants and covenants to Vendor as follows: 11.2.1. Dealer, through its Affiliates, has the authority to enter into and perform its obligations under this Addendum and the person(s) signing this Addendum on behalf of it are authorized to execute this Addendum and bind Dealer. 11.2.2. Dealer is the sole owner of or has the authority to use, license and sublicense all proprietary rights in and relating to the Dealer Marks, including all copyright, trademark, service mark, trade secret and other intellectual property rights and the use by Vendor of the Dealer Marks in compliance with this Addendum will not infringe on or otherwise interfere with the rights of any third party. 11.2.3. Dealer, through its Affiliates, has all applicable licenses, permits and other authorizations necessary to perform its obligations under this Addendum and its performance of its obligations under this Addendum (whether through itself, its employees, representatives, designees, agents or any other person or entity performing Dealer's obligations) shall at all times be in compliance with all applicable laws, ordinances, rules and regulations and shall not infringe on any right of any third party. 12. INDEMNIFICATION. In addition to the indemnity obligations contained in the Agreement the Parties agree as follows: 12.1 VENDOR'S INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless, Dealer, its Affiliates and its and their respective officers, directors, employees and agents from and against any and all losses, costs, obligations, liabilities, damages, actions, suits, causes of action, claims, subpoenas demands, settlements, judgments, and other expenses, (including but not limited to cost of defense, settlement, and reasonable attorney's fees) of whatever type or nature, including, but not limited to, damage or destruction to property, injury (including death) to any person or persons, which are asserted against, incurred, imposed upon or suffered by Dealer by reason of, or arising from (1) performance or the failure of Vendor (or any of its officers, directors, employees, agents, delegates or subcontractors) to perform under the terms of this Addendum, (2) the breach of this Addendum by Vendor (or any of its officers, directors, employees, agents, delegates or subcontractors), (3) the violation of any law, rule, regulation or authority by Vendor (or any of its officers, directors, employees, agents, delegates and subcontractors), and (4) the acts or omissions of Vendor (or any of its officers, directors, employees, agents, delegates and subcontractors) relating to the scope of the Addendum, including but not limited to claims relating to alleged infringement by Vendor or its Affiliates of third party patent, copyright, trademark or other proprietary rights. 12.2 DEALER'S INDEMNIFICATION. Dealer shall indemnify, defend and hold harmless, Vendor, its Affiliates and their respective officers, directors, managers, employees and agents from and against any and all losses, costs, obligations, liabilities, damages, actions, suits, causes of action, claims, subpoenas demands, settlements, judgments, and other expenses, (including but not limited to cost of defense, settlement, and reasonable attorney's fees) of whatever type or nature, including, but not limited to, damage or destruction to property, injury (including death) to any person or persons, which are asserted against, incurred, imposed upon or suffered by Vendor by reason of, or arising from (1) performance or the failure of Dealer (or any of its officers, directors, employees, agents, delegates or subcontractors) to perform under the terms of this Addendum, (2) the breach of this Addendum by Dealer (or any of its officers, directors, employees, agents, delegates or subcontractors), (3) the violation of any law, rule, regulation or authority by Dealer (or any of its officers, directors, employees, agents, delegates and subcontractors), and (4) the acts or omissions of Dealer (or any of its officers, directors, employees, agents, delegates and subcontractors) relating to the scope of the Addendum, including but not limited to claims relating to alleged infringement by Dealer or its Affiliates of third party patent, copyright, trademark or other proprietary rights. 12.3 WAIVER OF DAMAGES. Dealer and Vendor mutually agree that except in the case of gross negligence, willful misconduct, breach of confidentiality, Indemnification, or infringement by one party of the other party's intellectual property, neither party will have any liability to the other party for any punitive, special, consequential, incidental, or indirect damages, or lost profits or revenues arising from or relating to this Addendum, the Services, or the Equipment, even if advised of the possibility of such damages. 13. WAIVER OF LIENS. The Parties hereby waive and relinquish any and all materialman's, mechanics, workman's and other liens, statutory or otherwise, upon the property of the other Party's customer. Subscription Service Addendum Final 100305 Page 8 of 19

14. PRESS RELEASES. Either Party may, in its sole discretion, issue an initial separate or joint press release relating to this Addendum, provided that the releasing Party must obtain the prior written approval of the non-releasing Party. Either Party may use the name of such other Party in a press release or public announcement(s) relating to the rights and obligations set forth in this Addendum and/or the relationship established by this Addendum; provided that neither Party shall issue any such press release or make any such public announcement(s), except for general statements in a Party's marketing material identifying that a Vendor/Dealer relationship exists between the Parties, without the express prior written consent of the other Party. 15. RELATIONSHIP OF PARTIES. The Parties to this Addendum are independent contractors and neither Party shall be deemed an agent, representative, or partner of the other Party. This Addendum shall not be interpreted or construed to create an association, agency, joint venture or partnership, employment, franchise or agency relationship between the Parties nor shall it be interpreted or construed to impose any liability attributable to such a relationship upon either Party. Neither Party shall have any right, power or authority to enter into any Addendum of or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. Dealer acknowledges that this is a non-exclusive agreement with respect to Vendor. Vendor expressly reserves the right, without obligation or liability to Dealer, to market and sell the Services, the Equipment, and any other products and services in the same area served by Dealer, whether through Vendor's own stores or representatives or through others, including, but not limited to, other authorized representatives, dealers, resellers, distributors, and retailers. 16. DISCLAIMER. 16.1 NO MINIMUM REFERRALS. VENDOR ACKNOWLEDGES THAT DEALER DOES NOT GUARANTEE ANY MINIMUM NUMBER OF REFERRALS OF CUSTOMERS FOR THE SERVICES AND DOES NOT GUARANTEE ANY MINIMUM AMOUNT OF REVENUES TO VENDOR UNDER THIS ADDENDUM. SIMILARLY, DEALER ACKNOWLEDGES THAT VENDOR DOES NOT GUARANTEE ANY MINIMUM NUMBER OF SALES TO MEMBERS FOR WHICH VENDOR WILL PAY COMMISSIONS TO DEALER UNDER THIS ADDENDUM. 17. MISCELLANEOUS. 17.1 DELEGATION, SUBCONTRACTING. Each Party shall be solely responsible for the conduct of all its agents, subcontractors and transferees. Any delegation, subcontracting or transferring of duties, obligations or services shall in no way modify or affect the duties of Vendor or Dealer under this Addendum. Subject to the foregoing, this Addendum shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 17.2 ASSIGNMENT. This Addendum may not be assigned by either Party without first obtaining the other Party's express written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that either Party may assign this Addendum without obtaining the other Party's express written consent, but only after written notice to the other Party (i) to a purchaser of all or substantially all of the Party's assets or a majority or controlling interest in such Party's voting stock, provided that the purchaser's net worth at the time of purchase is equal to or greater than that of the Party that seeks to assign the Addendum, and further provided that the purchaser is not a competitor of the non-assigning Party; or (ii) to a present or future Affiliate. 17.3 GOVERNING LAW. This Addendum shall be governed, construed and interpreted in accordance with the laws of the State of New York. The parties hereby waive their respective rights to trial by jury. 17.4 Amendments. This Addendum may not be modified except by a writing referencing this Addendum and signed by the Parties. 17.5 CONSTRUCTION. The headings contained herein are for the convenience of reference only and are not of substantive effect Whenever necessary or proper herein, the singular imports the plural or vice versa, and masculine, feminine and neuter expressions are interchangeable. This Addendum incorporates provisions, comments and Subscription Service Addendum Final 100305 Page 9 of l9

suggestions proposed by both Dealer and Vendor. No ambiguity or omission in this Addendum shall be construed or resolved against either Dealer or Vendor on the ground that this Addendum, or any of its provisions were drafted or proposed by Dealer or Vendor. 17.6 SEVERABILITY. If any provision herein shall be deemed or declared unenforceable, invalid or void by a court of competent jurisdiction, the same shall not impair any of the other provisions contained herein which shall be enforced in accordance with their respective terms. 17.7 REMEDIES; WAIVER. No failure or delay by either Party hereto to exercise any right, power or privilege provided hereunder or under the Addendum or by applicable law shall operate as a waiver (hereof; nor shall any single or partial exercise of any such right, power, or privilege preclude any other or future exercise thereof of the exercise of any other right, power or privilege. The remedies provided herein shall be cumulative and shall not be exclusive of any rights or remedies provided by law. 17.8 COUNTERPARTS/FACSIMILE COPIES. THIS Addendum may be executed in one or more counterparts, each of which shall be deemed an original, but which collectively will constitute one and the same instrument Facsimile copies of the fully executed Addendum shall be effective, and the Parties will execute and return original signature Addendums as soon as reasonably possible. IN WITNESS WHEREOF, the Parties have executed this Subscription Service Addendum as of the date first above written. CLEARWIRE LLC BEST BUY STORES, L.P. ------------------------------------- -------------------------------------- Signed: /s/ Ben Wolff Signed: /s/ Daniel Moc --------------- ----------------- Print Name: BEN WOLFF Print Name: Daniel Moc Title: EXECUTIVE VICE PRESIDENT Title: VP. Vendor Mgmt. Date: 10-3-05 Date: 10-5-05 Subscription Service Addendum Final 100305 Page 10 of 19

EXHIBIT A SELECTED DEALER STORES This Exhibit A sets forth the Selected Dealer Stores in which Dealer is authorized to Market the Services. Vendor and Dealer agree that this Exhibit A shall be amended from time to time by the Parties and that Vendor will notify Dealer when additional Dealer store locations become available for Marketing as well as when Selected Dealer Stores are no longer available for Marketing due to changes in the geographic coverage of the Current Services.. Vendor shall give Dealer at least [***} prior written notice of such changes. If Dealer removes a store from this Exhibit A for any reason other than a breach of this Addendum by Vendor, Dealer will immediately pay Vendor *** for each such store that is removed by Dealer, unless Dealer substitutes for each removed store a reasonably equivalent store that is approved by Vendor (such approval not to be unreasonably withheld by Vendor). Dealer shall consult with Vendor prior to any changes to the list of stores on this Exhibit A. If Vendor deactivates a particular market, and Dealer removes from this Exhibit A the store or stores in that market, Dealer will be entitled to retain the *** Store Fee for each such store that is removed from this Exhibit A. In addition, Vendor has the option to assort a store outside of the Market Maker program as mutually agreed in the event that Vendor anticipates a low performance store based on experience in that market. These will be defined as non-Market Maker stores and not subject to the Market Maker store fee. Assortment fee for non-Market Maker stores to be mutually agreed upon by Vendor and Dealer. <TABLE> <CAPTION> CLEARWIRE MARKET MAKER STORES REGION DISTRICT STORE NUMBER STORE NAME STATE PROTOTYPE <S> <C> <C> <C> <C> <C> 1 2 12 ST. CLOUD MN MN 36K C2 1 1 40 EAU CLAIRE Wl Wl 45K C3-2 1 1 43 DULUTH MN MN 45K C3-2 10 41 128 RENO NV NV 45K C4.5 10 40 141 MODESTO CA CA 45K C4.5 3 8 182 KILLEEN TX TX 30K SM 3 8 244 WACO TX TX 30K C5 3 65 280 MIDLAND/ODESSA TX TX 45K C3-1 12 20 350 JACKSONVILLE FL FL 45K C5 10 45 359 BELLINGHAM WA WA 30K SM 10 40 391 TRACY CA CA 30K C5 12 20 429 REGENCY MALL FL FL 45K C4.5 12 20 430 ORANGE PARK FL FL 42K C4.5 12 20 515 DAYTONA BEACH FL FL 58K C3-1 1 2 522 BAXTER MN MN 30K C5 2 57 526 BOISE ID ID 45K C5 10 40 528 STOCKTON CA CA 45K C5 8 33 529 VISALIA CA CA 30K C5 10 46 539 ANCHORAGE AK AK 45K C5 10 46 590 KENNEWICK WA WA 30K SM 10 46 600 SPRINGFIELD OR 45K C5 10 45 798 BURLINGTON WA WA 20K C5 10 40 844 MERCED CA CA 30K C5 10 41 850 CARSON VALLEY NV NV 30K C5 3 65 940 ABILENE TX 20K C5 </TABLE> Subscription Service Addendum Final 100305 [*** Confidential Treatment Requested] Page 11 of 19

EXHIBIT B *** EXHIBIT Capitalized terms not otherwise defined in this Exhibit B shall have the meaning ascribed to such terms in the SSA., This Exhibit B represents further commitment to promote the Services as set forth in the SSA. 1. TERM. Status of CLEARWIRE as a featured WIRELESS DATA service provider shall commence on *** ("Launch"), and continue as provided herein or until the SSA has expired or is Terminated. 2. RESERVED. 3. *** 3.1 Best Buy will develop and implement each of the following elements of the Market Maker Plan to promote the Services in Selected Dealer Stores. 3.1.1 ***. Clearwire shall participate in the *** free of additional cost, with the exception of vendor funded items booth/display, ***, shipping, additional hotel room beyond sponsorship agreements. In addition, Best Buy will provide incremental man hours of training and will promote the Services to its employees using tools such as: ***, Retail Associate Training, and ***, as those promotions are currently defined by Best Buy internal practices; and. 3.1.2 ***. 1) Best Buy will provide signage for the Services and Equipment. 2) Clearwire's Equipment and Services shall have placement on the *** or other similar display. 3) Best Buy will also provide the Services and Equipment with placement on interactive terminals (where available); and 3.1.3 ***. Best Buy will provide ***. This support will include advertising within the following major areas, or other advertising of equivalent value: i) [***] on service availability and version options; ii) [***] iii) [***] 3.1.4 Promotions. [***] Clearwire will have input into such promotions, all fees, expenses and related administrative charges will be included in the Co-Op Fee, Store Fee and other marketing funds as described in Exhibit C to the SSA. 4. MARKETING AND USE OF *** FEE. Except as expressly stated otherwise in this Exhibit or the SSA, the Market Maker Fee and resources shall be expended by Best Buy in its sole discretion in accordance with this Market Maker Campaign. 5. MARKET MAKER EVALUATION. Best Buy shall develop the *** and provide it to Clearwire for its review and comment. Clearwire will then have ten (10) business days to review the *** and provide its comments to Best Buy. Best Buy will consider Clearwire's comments in good faith and deliver a final *** to Clearwire for its review prior to Launch. After Launch, the Parties will meet throughout the duration of the *** to discuss and evaluate the success of the ***. At these meetings, Clearwire may propose reasonable revisions to the *** and Best Buy will not unreasonably reject such proposals. Best Buy will provide Clearwire with *** reports in a form acceptable to the Clearwire detailing Best Buy's expenditures in fulfillment of Best Buy's obligations under the ***. If the *** declines below the original store funding amount, Best Buy will have the discretion to modify the plan according to the revised budget. These changes will be reflected within a revision of the [***]. If the store funding ends after the initial *** month launch period, according to the Subscription Services Compensation Addendum, the Market Maker plan ends within a commercially reasonable time frame to decommission current store placement and assort Clearwire within the traditional assortment of broadband vendors. Subscription Service Addendum Final 100305 [*** Confidential Treatment Requested] Page 12 of 19

EXHIBIT C SERVICE DEFINITIONS AND COMPENSATION 1. CURRENT SERVICES SOLD THROUGH DEALER SALES CHANNELS: Vendor Services that have been mutually agreed upon by the Parties to be Current Services include: Wireless Broadband Internet Access service. 2. COMPENSATION. Vendor will compensate Dealer in accordance with the following procedures. 2.1 ACTIVATION COMMISSIONS Vendor will pay Dealer a one-time commission equal to *** (the "Activation Commission") for each Member Activated by Dealer on a one (1) or two (2) year (as required by the applicable rate plan) Member contract for any Authorized Service rate plan made available by Vendor to its Members in the same market area, provided such Member continuously subscribes to the Services during *** consecutive day period beginning on the date of Activation (the "Chargeback Period"). Notwithstanding the foregoing, should a Member's service be suspended, but restored, the period of active service before and after the suspension will count toward satisfaction of the Chargeback Period, but the period of the suspension will not be included. In the event a Member's service is suspended and terminated prior to being restored, the number of days for purposes of computing the length of the Chargeback Period that was satisfied will not include the period of the suspension and the Member will be deemed to have terminated service on the date the suspension period began. Vendor will pay Dealer all Activation Commissions owing Dealer within thirty (30) calendar days from the end of the calendar month in which the Member Activations occur. Dealer acknowledges and agrees that from time to time, Vendor may have rate plans which Dealer is not authorized to offer hereunder. No Activation Commissions will be paid for demonstration activations or Dealer employees who activate special accommodation plans. The Activation Commission will be subject to Vendor's right to recover or "Chargeback" the Activation Commission if the applicable Member fails to satisfy the Chargeback Period for reasons which include, but are not limited to: Service cancellation, the Member moves out of the area, lack of coverage, suspension or interruption for any reason (including nonpayment) during the Chargeback Period. Dealer further understand and agrees that at Vendor's sole discretion, charge-backs and debits may be offset against any Commissions, bonuses, or other amounts owed to Dealer by Vendor. If a Member continuously subscribes to Vendor's broadband wireless service for less than the full Chargeback Period, Vendor will chargeback 100% of the Activation Commission. In no event will Vendor charge-back Activation Commissions on more than *** of the total number of Members Activated by Dealer during the Term of this Addendum. All Chargebacks must be raised within *** days of Activation or such Chargebacks are waived. 2.2 RESIDUAL Vendor will pay to Dealer a monthly recurring residual fee (the "Residual") equal to *** of the gross revenue received by Vendor for the monthly service fee for the Services (and excluding any modem rental charges of up to *** per month, and excluding any taxes, governmental surcharges, and other similar charges) from each Member during the first *** months of such Member's agreement to purchase Clearwire Authorized Services. Payment of the Residual will be made within thirty (30) calendar days from the end of the calendar month in which the Member Activations occur. Vendor's obligation to pay such Residuals survives the expiration or termination of this Agreement, unless termination results from Dealer's breach of this Agreement. 2.3 MARKETING FEES Co-Op Fee: Vendor will pay to Dealer, within thirty (30) calendar days from the end of the calendar month in which the Member Activations occur, a one-time fee equal to *** per Activated Subscription Service Addendum Final 100305 Page 13 of 19

Member to a marketing co-op fund. Such fund shall be allocated and used in accordance with Vendor's Co-Op Program or as otherwise agreed by Vendor and Dealer in writing. This Co-Op Fee is not subject to chargeback by Vendor. Store Fee: Vender will pay to Dealer a fee equal to *** for each Selected Dealer Store (" Store Fee") that activates and implements the "dealer Market Maker Campaign" identified on Exhibit B attached hereto, which includes premiere product/service positioning, advertising, and sales training related to selling Vendor service. The Store Fee will be payable within *** days of such Selected Dealer Store being activated and selling Services as provided herein. If the average annual gross Activations per store per week, as measured on *** for the immediately preceding ***, is below *** then all future annual store payments will change according to the following schedule: <TABLE> <CAPTION> Ads/Store/week New annual store fee ------------------ --------------------- <S> <C> *** *** </TABLE> Only the gross add data for stores open more than *** will be included in the average calculation. In addition, the average calculation will exclude any day in which Vendor's order entry and billing system is available to Activate Members for less than *** store hours. "Store hours", means the *** period during which a Selected Dealer Store is open for business to the general public. The gross add data will be included regardless of excluded days caused by system unavailability. Infrastructure Fee: Vendor will pay to Dealer the total amount of *** to be used solely in connection with fulfillment of Dealer's obligations under this Addendum the Infrastructure Fee will be paid in three (3) equal payments. The first payment will be made within thirty (30) days of mutual execution of this Addendum; the second payment will be made on *** and the third payment will be made on *** Vendor's obligation to make either of the second or third payments will be conditioned on the continuing effectiveness of this Addendum. 2.4 ADDITIONAL COMPENSATION OPPORTUNITIES The parties will use commercially reasonable efforts to identify and implement additional commission, bonus and related compensation opportunities for Dealer with the intent to reward top performing Selected Dealer Stores and make available additional marketing funds in connection with this Addendum. Special marketing programs and special compensation arrangements must be agreed to in writing and signed by authorized representatives of both parties. Preferred method of payment is via wire sent to the bank account below: Name on Bank Account = Best Buy Co., Inc. US Bank 101 E. Fifth Street St. Paul, MN. 55101 Best Buy Co., Inc. Acct# *** ABA# *** Subscription Service Addendum Final 100305 [*** Confidential Treatment Requested] Page 14 of 19

EXHIBIT D VENDOR BRAND GUIDELINES (SEE ATTACHED) Subscription Service Addendum Final 100305 Page l5 of l9

CLEARWIRE(R) wireless broadband EXHIBIT D SUBSCRIPTION SERVICE ADDENDUM VENDOR BRAND GUIDELINES Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 1

ADVERTISING AND MARKETING REQUIREMENTS For all advertising and marketing Dealer will comply with Clearwire's requirements and the terms, conditions and Standards set forth in this Exhibit. Notwithstanding anything to the contrary herein, Dealer will be responsible for ensuring that its advertising and marketing complies with all applicable laws, rules and regulations. - All claims in any advertising or marketing regarding Clearwire's products and/or Services must be truthful, in good taste and consistent with Clearwire's brand, as determined by Clearwire. Any false or misleading advertising or advertising that is not in good taste or is inconsistent with the Clearwire brand, as determined by Clearwire, may be reported to Clearwire's legal department for possible action. - Advertising that contains any claims (express or implied) must have supporting documentation that substantiates such claims, THESE INCLUDE CLAIMS SUCH AS CLAIMS ABOUT THE PRODUCT, CLEARWIRE, OR THE RETAILER. - Advertised rate plans must be Clearwire's approved, current retail pricing. Special rate plans, other rate plans and/or promotional pricing plans are NOT to be quoted or referenced in any advertisement under any circumstances unless the advertising is placed in a business specific circular and is approved by Clearwire in writing and in advance. Each price listed must include disclaimers or explanations that clearly and conspicuously state what the price represents, such as invoice price, rebate, final price, etc. - All advertising must clearly and conspicuously state that "certain other restrictions apply." CLEARWIRE DOES NOT PROVIDE LEGAL ADVICE ABOUT ADVERTISING REQUIREMENTS. REPRESENTATIVE SHOULD CONSULT ITS OWN LEGAL COUNSEL REGARDING COMPLIANCE WITH THESE GUIDELINES AND APPLICABLE LAW. IF ANY FINES OR PENALTIES ARE IMPOSED ON CLEARWIRE DUE TO REPRESENTATIVE'S FAILURE TO ABIDE BY APPLICABLE LAW, REPRESENTATIVE SHALL IMMEDIATELY PAY TO CLEARWIRE THE AMOUNT OF THE FINE(S) OR PENALTIES AND ALL REASONABLE ATTORNEYS' FEES AND COSTS INCURRED BY CLEARWIRE IN CONNECTION WITH SUCH FINE(S) OR PENALTIES. IF REPRESENTATIVE FAILS TO REIMBURSE CLEARWIRE THE AMOUNT OF SUCH FINE(S) OR PENALTIES AND ALL REASONABLE ATTORNEYS' FEES AND COSTS INCURRED BY CLEARWIRE IN CONNECTION WITH SUCH FINE(S) OR PENALTIES, CLEARWIRE SHALL HAVE THE RIGHT TO DEDUCT SUCH AMOUNT FROM ANY OTHER PAYMENT DUE REPRESENTATIVE UNDER THE AUTHORIZED REPRESENTATIVE AGREEMENT, THESE GUIDELINES OR OTHERWISE. Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 2

CLEARWIRE NATIONAL BRAND STANDARDS All advertising and marketing incorporating the Clearwire brand name and/or Clearwire Marks (as defined in Subscription Service Agreement), or other representative indicator must be submitted to Clearwire for written approval prior to being produced, published or aired, regardless of whether such advertising or marketing is eligible for any other Clearwire-sponsored program. This includes, for example, business cards, stationery, and location signs. All use of Marks must comply with these Standards, including the requirements as described under Logo Standards below. Representative must use camera-ready artwork, as provided by Clearwire. USE OF THE CLEARWIRE MARKS The following guidelines explain how Dealer will use the Clearwire Marks in their marketing and promotional materials. All usage of the Clearwire signature (logo, logo-type, broadband wireless services) must be authorized by Clearwire prior to any use at all times and must comply with all of the Clearwire graphic standards and give Clearwire control over all uses of its name and Marks. Clearwire names and Marks must be used by Representative only in conjunction with the sale of authorized Clearwire Services. Clearwire at all times reserves the unilateral right to modify or alter the Marks or establish and enforce such quality standards and additional terms and conditions concerning the use of the Marks as it deems necessary. The CAR Logo is a graphical element and can be used in either a horizontal or a vertical format. See examples below. Typeface for "Authorized Representative" is Gotham. CLEAR SPACE REQUIREMENTS Dealer will make commercially reasonable efforts to incorporate the minimum clear space (i.e., the clear area around the logo) is equal to the height of the letter "1" in the Clearwire Logo. SIZE REQUIREMENTS a. Vertical Logo *** b. Horizontal Logo *** Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 3

APPROVED COLOR PALETTE FOR AUTHORIZED REPRESENTATIVE LOGO The color palette is consistent with the Clearwire color palette. The CAR Logo can be printed in color or reversed out of a colored background (only the specific color palette blocks). The preferred standard is placement of the logo on a white background, using the standard logo color palette. CLEARWIRE GREEN ***(printed on coated stock) ***(printed on uncoated stock) CLEARWIRE BLUE *** (printed on coated stock) *** (printed on uncoated stock) CLEARWIRE GRAY (This color should only be used when silver is not available.) *** (printed on coated stock) *** (printed on uncoated stock) PRIMARY (AND PREFERRED) COLOR USAGE: Clearwire green, Clearwire blue and Clearwire gray Use this application when the logo appears against white. SECONDARY COLOR USAGE: Black (screens of) Use this application if you are printing in black and white (no color). COLORED BACKGROUND USAGE: There are four colored background options on which to use the Logo. The Logo color compliments the specific color background and is reversed out of the background. The Clearwire Logo should ONLY appear in the approved Logo colors. Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 4

EXAMPLES OF CLEARWIRE AUTHORIZED REPRESENTATIVE LOGO AND PROPER USAGE: CLEARWIRE AUTHORIZED REPRESENTATIVE LOGO. [CLEARWIRE LOGO] Full Color [CLEARWIRE LOGO] Black & White Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 5

CLEARWIRE AUTHORIZED REPRESENTATIVE LOGO. Minimum size for printing [CLEARWIRE LOGO] Vertical Signature [CLEARWIRE LOGO] Horizontal Signature Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. [*** Confidential Treatment Requested] 6

CLEARWIRE AUTHORIZED REPRESENTATIVE LOGO MINIMUM AREA. CLEARSPACE. The minimum clear area around the logo is equal to the height of the letter "I" in the Clearwire logo. [CLEARWIRE LOGO] Vertical Signature [CLEARWIRE LOGO] Horizontal Signature Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 7

CLEARWIRE LOGO AND TAGLINE. [CLEARWIRE LOGO] Color [CLEARWIRE LOGO] Black & White Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 8

CLEARWIRE COLOR PALETTE. <TABLE> <CAPTION> Coated Uncoated CMYK RGB ------ -------- ----- ----- <S> <C> <C> <C> <C> clearwire green *** *** *** *** clearwire blue *** *** *** *** clearwire gray *** *** *** *** </TABLE> Coated and Uncoated refers to the printing paper surface. CMYK is typically used when creating color with 4-color process ink. RGB refers to color builds for monitor-viewing only. Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 9

CLEARWIRE WIRELESS BROADBAND WEB-SAFE IDENTITY COLORS PMS WEB *** *** PMS WEB *** *** PMS WEB *** *** Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 10

CLEARWIRE AUTHORIZED REPRESENTATIVE LOGO. Logo reversed out of a color [CLEARWIRE LOGO] Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 11

CLEARWIRE BRAND STANDARDS A. CLEARWIRE BRAND LOGO The Clearwire Brand logo ("Logo") is a graphical element and must be used with the tagline. The Logo may be produced in full color or in black and white. The name "clearwire" is always written as one word and lower case, non-italicized, and accompanied by its copyright registration symbol ((R)). See samples in Logo Standards section. B. LOGO TAGLINE USAGE The Clearwire Brand logo and tagline are considered a single graphical element The following tagline should always be used with the Logo. WIRELESS BROADBAND Typefaces: Gotham Clearwire Medium and Gotham Clearwire Bold SIZE REQUIREMENTS a. Vertical Logo *** b. Horizontal Logo *** CLEAR SPACE REQUIREMENTS Dealer will make commercially reasonable efforts to incorporate the minimum clear space (i.e., the clear area around the logo) is equal to the height of the letter "I" in the Clearwire Logo. Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 12

CLEARWIRE LOGO AND TAGLINE. [CLEARWIRE LOGO] Color [CLEARWIRE LOGO] Black & White Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Clearwire and its affiliates, and Clearwire's Authorized Representatives, except with Clearwire's written approval. 13

EXHIBIT E DEALER MARKETING GUIDELINES See Dealer Extranet Site www.extendingthereach.com Subscription Service Addendum Final 100305 Page 16 of 19

EXHIBIT F VENDOR SET-UP AND REPORTING PROCESSES VENDOR SET-UP AND PROCESSING: Dealer has instituted certain interface requirements between itself and its vendor partners to more effectively manage the process of doing business together. NEW VENDOR SET-UP GUIDE: Vendor and Dealer have developed mutually agreed processes and requirements for the sign-up and fulfillment of new customers, as more fully described in attached Schedule 1 and as may be updated and modified by written agreement of the Parties from time to time. BACK-END/FRONT-END SYSTEMS: Vendor will, within *** days of the effective date of this Addendum, integrate its automated order entry and fulfillment software and other systems related to the Activation of the Services ("Vendor OSS System") into Dealer's existing back-end and front-end systems as necessary to the efficient performance of the Parties under this Addendum. This will include but not be limited to providing electronic files to transfer details about Dealer's customers in accordance with the Dealer's system specifications. Member activation, installation, and cancellation files will be sent on a daily basis and payment files in conjunction with issuance of monthly payment. REPORTING: 1) RECORDS. Vendor shall on a [***] provide to Dealer and its designee an electronic accounting and reconciliation of all Activations and other reports or information regarding the Services as may be reasonably requested by Dealer. 2) REPORTS TO BE JOINTLY DEVELOPED. The Parties shall work together to program and exchange the following information: a) Intent to Activate -- This will contain all of the Member Activations from all Selected Dealer Stores for a particular date. This file will be sent nightly. b) Activations -- This file lists all Members that have Activated a Service with Vendor in a given day. This file is sent from Vendor once a day. c) Cancellations -- This file contains a list of all Members who terminated Service by calling or otherwise contacting the Vendor. This will be sent nightly from Vendor to Dealer. d) If requested by Vendor, Dealer has the ability to capture signatures and send that data as part of the sales record collected at the front lanes. 3) Vendor will provide a status for all Activations to Dealer (via ESC File transfer) within *** of the order being installed or cancelled. 4) Orders status responses shall follow the below example: <TABLE> <CAPTION> % "Statuses" after 30 days % "Statused" after 60 days % "Statused" after 90 days -------------------------- -------------------------- -------------------------- <S> <C> <C> 60% 85% 100% </TABLE> PAYMENT FILE The payment file is what Dealer uses to reconcile the scheduled accounts. This payment file should match the physical payment amount sent to Dealer from Vendor. The file will contain the detailed account information (including the unique identifier) so matching can take place in the ESC system. Subscription Service Addendum Final 100305 [*** Confidential Treatment Requested] Page 17 of 19

Monthly payment files are acceptable and details of when during the month the payment file is sent are determined between Dealer and Vendor. CHARGEBACK FILE The chargeback file is only used if Vendor has paid Dealer for a Member where a chargeback is due under the terms of the Agreement. The chargeback file is used to recover payment from Dealer to Vendor for those Members. This file is seldom used, however where it is applicable, a monthly file transfer is acceptable. The specific details of these files are presented in the New Vendor Setup Guide and Dealer's IT and Accounting staff will work with Vendor's IT and Accounting staff for specific formats and content. In all files, Member account level content is required. This level of content helps Dealer and Vendor accurately track the proper receivables scheduled for each Member. Subscription Service Addendum Final 100305 Page l8 of l9

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EXHIBIT G SERVICE LEVEL AGREEMENTS (SLA's) 1. ACCURACY OF QUALIFICATION DATA -Vendor's loop qualification tool will be as accurate for Dealer as it is for any Dealer Competitor. Vendor will make commercially reasonable efforts to minimize the number of false positives and negatives reported via the loop qualification tool. 2. VENDOR SYSTEM UPTIME -Vendor will make commercially reasonable efforts to ensure the OSS System will be online and available to the Selected Dealer Stores at a level equal to that of any Dealer Competitor. 3. VENDOR, OR THIRD PARTY INSTALLATION VENDOR, WILL SETUP AND ENABLE DELIVERY OF THE SERVICES to Members on the same or similar time intervals as that provided to similarly situated customers from any Dealer Competitor. SLAs 1. DEALER SERVICE LEVEL REQUIREMENTS a. OSS System production environment available *** of retail hours (7 am - 12 am for each time zone of represented Selected Dealer Stores), 7 days/week 52 weeks/year b. OSS System response times of *** or less for *** of the OSS System requests. 2. VENDOR SYSTEM MAINTENANCE a. Vendor will provide specific maintenance windows that align with retail hours of Selected Dealer Stores (M-F 12 am - 5 am CST/CDT) b. Vendor will provide 60 days advance notice for non critical maintenance or OSS System changes that Vendor could reasonably anticipate to result in OSS System downtime. This includes changes that would affect Dealer partner such as G2B or GetConnected ("Dealer's Partners"). c. Vendor will not release any updates or changes to its OSS System production environment as it affects Best Buy web service and Dealer Partners during the Dealer Holiday Retail Freeze (11/1-1/18) 3. VENDOR PRODUCTION PROBLEMS a. Vendor will promptly notify Dealer with any reportable OSS System downtime information including ETS for resolution. b. Vendor will resolve all critical OSS System production problems within *** of Vendor's discovery of such problem during retail business hours or within *** during non-retail hours. c. Vendor will provide a single point of contact and an escalation path for all OSS System production issues. 4. TESTING AND QUALITY ASSURANCE a. Vendor agrees to provide a workable, consistently available, production simulated environment in which Dealer or Dealer's Partners can test against. This QA environment should be available *** of the time during Vendor's normal business hours. b. Vendor will provide Dealer with a full set of valid test data (e.g. address, phone numbers, credit card numbers) that can be used in the simulated environment to perform system and quality assurance testing prior to OSS System production launches. Sufficient data is necessary to support all potential production scenarios. 5. CONTENT MANAGEMENT a. Vendor will provide updates to existing marketing plans or promotions to Dealer 30 day's prior written notice to being implemented. b. Vendor will provide all plan and promotional data presented to Members through a Dealer Partner service Vendor website or sales tool. Subscription Service Addendum Final 100305 Page 19 of 19

Exhibit 10.41 CO-MARKETING AGREEMENT THIS AGREEMENT ("Agreement") is made this 14th day of September, 2006 (the "Effective Date") by and between CIRCUIT CITY STORES, INC. ("Circuit City") a Virginia corporation, with a principal place of business at 9950 Mayland Drive, Richmond, Virginia 23233, and CLEARWIRE, US, LLC, ("Clearwire") a Nevada limited liability company. Clearwire and Circuit City are hereinafter referred to as "Party" or "Parties" as the context may require. RECITALS WHEREAS, Clearwire is an Internet services provider; WHEREAS, Circuit City, either directly or through its Affiliates, operates retail stores and the Circuit City Website which offer, among other things, computer, electronics, communication and data products and services to the general public; and WHEREAS, Circuit City and Clearwire desire for Circuit City to market, promote, sell and solicit orders for Clearwire Internet and Internet-based services through the Stores mutually selected by Circuit City and Clearwire and via the Circuit City Website, subject to the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. DEFINITIONS. 1.1 "Affiliate(s)" means an entity that is directly or indirectly owned or controlled, is under the common ownership or control with, or is owned or controlled by the entity with which it is affiliated. 1.2 "Agreement" means this Agreement, and its Attachments and Exhibits, which are attached hereto and incorporated fully herein. 1.3 "Bounty" means the amount that Clearwire shall pay Circuit City for each Qualified Subscriber generated by Circuit City's promotional efforts hereunder as specifically set forth in Exhibit B attached hereto. 1.4 "Circuit City Website" means www.circuitcity.com. 1.5 "Intellectual Property" shall mean all intellectual property rights world wide, including copyrights, patents, trademarks, service marks, trade names, and trade secrets, and rights of personality and likeness, and all similar rights whether arising by operation of law, contract, license or otherwise. 1.6 "Marks" means all domain names, trademarks, trade names, service marks, logos and slogans associated with a Party's or that Party's third party licensors' products or services in Exhibit C for Clearwire and Exhibit D for Circuit City. 1.7 "Promotional Materials" means advertising and other promotional communications, in any media, directed at potential Subscribers, which describes the Services. 1.8 "Promotional Offer" means a special offer to potential Subscribers in terms of pricing or free service for a specified period of time. Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page l

1.9 "Qualified Subscriber" means a Subscriber who, as a result of Circuit City's efforts satisfies the Clearwire pre-qualification process, subscribes to the Services, and makes the initial monthly payment for such Service and remains paying for [***] days, excluding promotions. 1.10 "Services" means the wireless broadband and related Internet access and services where Clearwire has contractual arrangements for provisioning. 1.11 "Stores" means Circuit City's retail "super stores" located within the United States. 1.12 "Subscriber" shall mean an individual or entity that orders any offered Service by means of Circuit City under this Agreement. 1.13 "Subscriber Information" means personally identifying information about Subscribers or potential Subscribers, such as the names, addresses, usernames, passwords, e-mail addresses of and financial information related to any Subscribers. 2. OBLIGATIONS OF THE PARTIES. 2.1 The obligations and duties of Clearwire and Circuit City with respect to the establishment and administration of the various obligations, respectively, are stated in this Agreement 2.2 Each Party shall assign an account manager to coordinate the promotional programs with the other Party. If a Party changes the person assigned as the account manager, such Party shall notify the other Party in writing of the name and contact information of such new account manager. 2.3 Subject to the terms and restrictions set forth in this Agreement, Clearwire hereby grants Circuit City limited rights to market and promote the Services described in the manner set forth herein. Circuit City hereby accepts the foregoing and agrees to market and promote the Services in the manner set forth herein. 2.4 Clearwire shall be solely responsible for providing Circuit City with information relating to the Services and any Promotional Offers, including the content of Promotional Materials. Circuit City agrees to use such information solely in connection with its obligations under this Agreement. 2.5 Clearwire shall at all times be solely responsible for providing and maintaining the Services including, but not limited to, billing and customer service. The Services promoted hereunder shall be comparable in features, functionality and pricing to the Services offered directly by Clearwire through its own sales channel or other retailers. Clearwire, in its sole discretion, reserves the right to accept, or reject, any potential Subscriber. Additionally, Clearwire and each Subscriber shall have the right, at any time, to terminate the Service provided to a Subscriber in accordance with the terms and conditions of the then current Clearwire Internet Services Agreement and related policies. 2.6 Circuit City may not make any representations or warranties with respect to the Services other than those authorized in writing by Clearwire. 3. TERM AND TERMINATION. 3.1 Term. The term of this Agreement shall run from the Effective Date for a term of two (2) years (the "Initial Term"), unless otherwise terminated in accordance with Section 3.2 (Termination) below. Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City [*** Confidential Treatment Requested] Page 2

3.2 Termination. 3.2.1 During the Term, either Party may terminate this Agreement: (a) immediately upon written notice to the other Party if the other Party files a petition for bankruptcy or insolvency or has such a petition filed against it that is not dismissed within ninety (90) days, makes a general assignment for the benefit of creditors, becomes generally unable to pay its debts as they become due, suffers or permits the appointment of a receiver, trustee, or custodian for its business or any substantial part of its assets, or becomes subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of creditors, and is thereby rendered substantially unable to perform its material obligations hereunder; or (b) in the event the other Party is in material breach, or otherwise is materially in default of any other term, condition or provision of this Agreement, and such breach or default continues for thirty (30) days after the non-breaching Party gives written notice to the breaching Party thereof and such party fails to cure such breach or default, then, in addition to all other rights and remedies provided hereunder or at law or equity, the non-breaching party shall have the right to terminate this Agreement in whole or in part without any liability to the breaching party whatsoever, other than monies not otherwise in dispute and owed to the breaching party for services rendered during and under the Term of this Agreement. Upon termination of this Agreement for any reason Circuit City shall return all Cleanwire devices provided pursuant to this Agreement within ninety (90) days of the end of the Term. 3.2.2 Notwithstanding anything to the contrary contained herein, after the first year of the Initial Term either Party shall have the right to terminate this Agreement at any time without cause, upon ninety (90) days' prior written notice. 3.2.3 Upon the expiration or termination of this Agreement for any reason (a) all licenses granted under this Agreement shall immediately terminate; (b) Circuit City shall cease marketing the Services and shall cease distributing Promotional Materials; (c) the Parties shall promptly cease all use of each other's Marks that were licensed by this Agreement (as opposed to Marks that were licensed pursuant to another agreement); (d) all payments that have accrued prior to the termination or expiration shall be payable in full on the later of (i) ninety (90) days following the termination or expiration, or (ii) the date on which the payment would be otherwise due; and (f) all rights herein granted shall revert to the granting Party. Except for materials kept for archival purposes, each Party shall promptly return to the other Party any and all documents or other media embodying any use of the other Parry's Intellectual Property (including specifically, but not limited to, any copies of Promotional Materials that have not been distributed at the time of expiration or termination); provided, that if this Agreement is terminated because of an event set forth in 3.2.1 above, the Party responsible for the event (e.g., the breaching Party) shall bear all costs associated with the return of the Parties' respective Intellectual Property. Materials retained for archival purposes may not be used for any commercial purpose or distributed and shall be treated as Confidential Information. Clearwire shall have payment obligations (as set forth herein) in connection with Subscribers who sign up for the Service prior to or on the date of termination or expiration of this Agreement. 3.2.4 All obligations of the Parties under this Agreement which, by their nature, would continue beyond termination, cancellation or expiration of this Agreement, including by way of illustration and not limitation those clauses relating to the obligations of Parties under Sections 1, 2.5, 3, 10, 11, 13 and 15 through 25 shall survive such termination, cancellation or expiration. Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page 3

4. INTELLECTUAL PROPERTY RIGHTS. 4.1 Each Party acknowledges that the other Party owns and retains all rights to Intellectual Property associated with such other Party's products and services ("Intellectual Property Rights") and agrees that it will not at any time during or after the Term of this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Intellectual Property Rights of the other Party (including without limitation any act or assistance to any act which may infringe or lead to the infringement of any Intellectual Property Rights of the other Party). Each Party agrees (i) not to knowingly remove or destroy any proprietary markings of the other Party contained in product, service, marketing or sales materials produced pursuant to this Agreement and (ii) to include such proprietary markings where appropriate when referring to the other Party's products or services in product, service, marketing or sales materials produced pursuant to this Agreement 4.2 Clearwire Licensed Marks. 4.2.1 Subject to the terms and conditions specified in this Agreement, Clearwire hereby grants to Circuit City (and Circuit City's Affiliates), for the term of this Agreement, a non-exclusive, non-transferable license to use the Clearwire licensed marks set forth in EXHIBIT C ("the Clearwire Licensed Marks") exactly as depicted in the graphic configuration or as subsequently modified by Clearwire. Clearwire may, in its sole discretion, at any time add to or delete from the Clearwire Licensed Marks and change the graphic configuration of the Clearwire Licensed Marks. 4.2.2 Circuit City agrees that the style of use of the Clearwire Licensed Marks shall be in the form and style conforming to the trademark usage guidelines as provided to Circuit City in writing. Circuit City shall not use any of the Clearwire Licensed Marks as part of its corporate name, trade name, business name or Internet domain name. 4.2.3 Circuit City shall submit to Clearwire for review and approval, at least ten (10) business days prior to proposed use, any web pages or other Internet locations, and all marketing, advertising, press releases or other Promotional Materials in which the Clearwire Licensed Marks are used. Clearwire shall approve or disapprove such materials at least five (5) business days after its receipt of such materials; Clearwire will not unreasonably withhold or delay the granting of its approval thereof. Circuit City shall not publish, distribute or use any such web pages or other Internet locations, or any such marketing, advertising, press releases or other Promotional Materials in which the Clearwire Licensed Marks are used, without the prior written approval of Clearwire. 4.2.4 Notwithstanding the foregoing, Circuit City may designate at the time of submission that the requested approval is for multiple/repetitive, identical uses on the same medium. Circuit City may request approval for such multiple/repetitive, identical use through the end of the Initial Term or any Renewal Term of this Agreement, or six (6) months, whichever is less. Such multiple/repetitive, identical use shall be in accordance with this Agreement and shall be subject to revocation by Clearwire upon written notice to Circuit City. 4.2.5 Circuit City further acknowledges and agrees that all use of the Clearwire Licensed Marks by Circuit City and all goodwill developed therefrom shall inure to the benefit of and be on behalf of Clearwire except for the goodwill associated or derived from the Circuit City Licensed Marks. 42.6 Circuit City agrees that nothing in this Agreement shall give Circuit City any right, title or interest in or to the Clearwire Licensed Marks other than the right to use the Clearwire Licensed Marks in the manner contemplated by this Agreement, and only for so long a Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page 4

this Agreement is in force or as otherwise permitted under this Agreement (unless such Clearwire Licensed Marks are licensed pursuant to a separate agreement). 4.2.7 Infringement. 4.2.7.1 Circuit City agrees to use commercially reasonable efforts to notify Clearwire promptly of any unauthorized use of the Clearwire Licensed Marks by others, to the extent Circuit City has actual notice of such use. Clearwire and its parent and affiliated companies shall have the sole right to engage in infringement or unfair competition proceedings involving the Clearwire Licensed Marks. 4.2.7.2 Any recovery obtained in connection with or as a result of any infringement action contemplated under this section, whether by settlement or otherwise, shall be retained by Clearwire. 4.3 Circuit City Licensed Marks. 4.3.1 Subject to the terms and conditions specified in this Agreement, Circuit City hereby grants to Clearwire (and Clearwire's Affiliates), for the terra of this Agreement, a non-exclusive, non-transferable license to use the Circuit City licensed marks set forth in EXHIBIT D ("the Circuit City Licensed Marks") exactly as depicted in the graphic configuration or as subsequently modified by Circuit City. Circuit City may in its sole discretion at any time add to or delete from the Circuit City Licensed Marks and change the graphic configuration of the Circuit City Licensed Marks. 4.3.2 Clearwire agrees that the style of use of the Circuit City Licensed Marks shall be in the form and style conforming to the trademark usage guidelines and brand identity standards, as provided to Clearwire in writing. Clearwire shall not use any of the Circuit City Licensed Marks as part of its corporate name, trade name, business name or Internet domain name. 4.3.3 Clearwire shall submit to Circuit City for review and approval, at least ten (10) business days prior to proposed use, any web pages or other Internet locations, and all marketing, advertising, press releases or other Promotional Materials in which the Circuit City Licensed Marks are used. Circuit City shall approve or disapprove such materials at least five (5) business days after its receipt of such materials; Circuit City will not unreasonably withhold or delay the granting of its approval thereof. Clearwire shall not publish, distribute or use any such web pages or other Internet locations, or any such marketing, advertising, press releases or other Promotional Materials in which the Circuit City Licensed Marks are used, without the prior written approval of Circuit City. 4.3.4 Notwithstanding the foregoing, Clearwire may designate at the time of submission that the requested approval is for multiple/repetitive, identical uses on the same medium. Clearwire may request approval for such multiple/repetitive, identical use through the end of the Initial Term or any Renewal Term of this Agreement, or six (6) months, whichever is less. Such multiple/repetitive, identical use shall be in accordance with this Agreement and shall be subject to revocation by Circuit City upon written notice to Clearwire. 4.3.5 Clearwire further acknowledges and agrees that all use of the Circuit City Licensed Marks by Clearwire and all goodwill developed therefrom shall inure to the benefit of and be on behalf of CC West Coast, except for goodwill associated or derived from the Clearwire Licensed Marks. Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page 5

4.3.6 Clearwire agrees that nothing in this Agreement shall give Clearwire any right, title or interest in or to the Circuit City Licensed Marks other than the right to use the Circuit City Licensed Marks in the manner contemplated by this Agreement, and only for so long as this Agreement is in force or as otherwise permitted under this Agreement (unless such Circuit City Licensed Marks are licensed pursuant to a separate agreement). 4.3.7 Infringement. 4.3.7.1 Clearwire agrees to use commercially reasonable efforts to notify Circuit City promptly of any unauthorized use of the Circuit City Licensed Marks by others, to the extent Clearwire has actual notice of such use. Circuit City and its parent and affiliated companies shall have the sole right to engage in infringement or unfair competition proceedings involving the Circuit City Licensed Marks. 4.3.7.2 Any recovery obtained in connection with or as a result of any infringement action contemplated under this section, whether by settlement or otherwise, shall be retained by Circuit City. 5. JOINT MARKETING PROGRAMS. Upon execution of this Agreement, the Parties will develop and implement the Joint Marketing Program set forth on EXHIBIT A. All aspects of the Joint Marketing Program will be approved by the Parties in writing as required by this Agreement Clearwire and Circuit City may work together in good faith to develop additional joint marketing programs. 6. COMPENSATION. In consideration of the services to be rendered by Circuit City, Clearwire shall pay Circuit City the Bounty as described in EXHIBIT B for all Subscribers. Bounties shall be paid to Circuit City within [***] calendar days following the end of the month in which the Subscriber signed up for the Services. For each Subscriber that becomes a Qualified Subscriber, the corresponding Bounty shall become vested in Circuit City [***] days from Subscriber Activation. For each Subscriber that fails to become a Qualified Subscriber and for which Clearwire has already made the corresponding Bounty payments, Clearwire shall be entitled to deduct the prior Bounty and payments from future payments ("Deduction(s)") as more fully set forth on EXHIBIT B. 7. REPORTS. 7.1 Clearwire shall provide Circuit City with a monthly written report setting forth the monthly number of new Subscribers and the monthly number of Deductions, if any, thirty (30) calendar days following the end of each calendar month. Notwithstanding the foregoing, no report shall be issued when there is no underlying activity to report. 7.2 Clearwire and Circuit City shall also use the Reconciliation Document, attached hereto as EXHIBIT E, for purposes of defining the interface requirements and expected results for transaction processing of activity, invoicing and payments between the Parties. 8. PUBLICITY. Neither Party shall issue a press release or similar public announcement of any kind regarding the Parties' relationship established hereunder without the prior written approval of the other Party. Other than expressly set forth herein, neither Party shall use publicly the other Party's name or refer to the other Party in any way in or with the media, including, but not limited to, in advertising, without the other Party's prior written consent as required herein; provided, however, that either Party may make disclosures or filings required to comply with applicable laws, including filings with regulatory agencies, such as the United States Securities and Exchange Commission, or disclosures or filings required to comply with the rules of a national securities exchange or automated quotations systems such as the National Association of Securities Dealer's Automated Quotations. A VIOLATION OF THIS PROVISION SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT. Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City [*** Confidential Treatment Requested] Page 6

9. REPRESENTATIONS AND WARRANTIES. 9.1 Circuit City represents and warrants that (a) it has the right, power and authority to enter into this Agreement and fully perform its obligations hereunder; (b) this Agreement does not and will not conflict with any agreement between it and any other party; (c) it has all necessary federal, state and local authorizations, to operate and otherwise perform its obligations under this Agreement and will be in compliance with all applicable laws and regulations governing such performance; and (d) Circuit City has the full and exclusive right to grant or otherwise permit Clearwire to use the Circuit City Marks in accordance with the terms of this Agreement. 9.2 Clearwire represents and warrants that (a) it has the right, power and authority to enter into this Agreement and fully perform its obligations hereunder; (b) this Agreement does not and will not conflict with any agreement between it and any other party; (c) it has all necessary federal, state and local authorizations, including intellectual property rights in and to the Services and to operate and otherwise perform its obligations under this Agreement and will be in compliance with all applicable laws and regulations governing such performance; and (d) Clearwire has the full and exclusive right to grant or otherwise permit Circuit City to use the Clearwire Marks. 10. LIMITATION OF LIABILITY. 10.1 EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES RELATING TO THIS AGREEMENT OR THE PARTIES' RESPECTIVE SERVICES HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 10.2 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 AND CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 13, BELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, IN WHOLE OR IN PART, FOR LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF TIME, INCONVENIENCE, LOSS OF USE, OR ANY OTHER INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF THE SERVICES, IN WHOLE OR IN PART, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, OR IF REASONABLY FORESEEABLE, WHETHER IN AN ACTION FOR OR ARISING OUT OF ALLEGED BREACH OF WARRANTY, ALLEGED BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT TORT LIABILITY OR OTHERWISE. THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL NOT AFFECT EITHER PARTY'S RIGHT TO SEEK INJUNCTIVE RELIEF. 11. INDEMNIFICATION. 11.1 In connection with Clearwire's performance under this Agreement, Clearwire agrees to indemnify, defend and hold harmless Circuit City, its Affiliates, and their respective representatives, employees, directors, officers, and assigns against any losses, liabilities, lawsuits, penalties, claims or demands (including all costs, expenses, and reasonable attorneys' fees on account thereof) arising out of or in connection with (a) any third party claims for actual or alleged direct infringement of a third party's intellectual property rights with respect to the hardware leased or provided by Clearwire under this Agreement where such infringement of the claim arises from the hardware operating alone and not in combination with any other hardware or software not licensed, sold or provided by Clearwire, (b) any third party claim arising out of the sale, resale, use or failure of the Services, including, but not limited to claims for injuries (including death) to persons or damage to real or tangible property that results from Clearwire's negligent or willful Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page 7

acts or omissions or those of persons furnished by Clearwire, (c) any employee or former employee of Clearwire or any of its sublicensees or subcontractors for which Clearwire's or its sublicensee's or subcontractor's liability to such employee or former employee would otherwise be subject to payments under the state Worker's Compensation or similar laws, (d) Clearwire's actual or alleged breach of any applicable law, statute, order, decree or regulation in performance of its obligations, or (e) any third party claim based upon any marketing material provided by Circuit City which Clearwire materially alters and uses without Circuit City's prior consent in accordance with Section 4.3 above. Circuit City agrees to promptly notify Clearwire of written claims or demands made against Circuit City, which Circuit City has received written notice of, for which Clearwire is responsible hereunder. Circuit City further agrees to assist Clearwire in its defense of such claim, at reasonable cost to Clearwire. Clearwire shall bear full responsibility for the defense (including any settlements) of any such claim; provided however, that (i) Clearwire shall not have any right, without Circuit City's written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Circuit City, or provides for less than a full release of Circuit City. Circuit City shall be entitled to participate in the action with counsel of its choice at its own expense. Clearwire shall not be responsible for any claims arising under (a) and/or (e) where Circuit City was informed of a claim or notice of infringement and failed to promptly remove or cease in the distribution of the infringing materials. 11.2 In connection with Circuit City's performance under this Agreement, Circuit City agrees to indemnify, defend and hold harmless Clearwire, its Affiliates, and their respective representatives, employees, directors, officers, and assigns against any losses, liabilities, lawsuits, penalties, claims or demands (including all costs, expenses, and reasonable attorneys' fees on account thereof) arising out of or in connection with (a) any third party claims for actual or alleged infringement of a third party's intellectual property rights, (b) any employee or former employee of Circuit City or any of its sublicensees or subcontractors for which Circuit City's or its sublicensee's or subcontractor's liability to such employee or former employee would otherwise be subject to payments under the state Worker's Compensation or similar laws, (c) Circuit City's actual or alleged breach of any applicable law, statute, order, decree or regulation in performance of its obligations, or (d) any third party claim based upon any marketing material provided by Clearwire which Circuit City materially alters and uses without Clearwire's prior consent in accordance with Section 4.2 above. Clearwire agrees to promptly notify Circuit City of written claims or demands made against Clearwire, which Clearwire has received written notice of, for which Circuit City is responsible hereunder. Clearwire further agrees to assist Circuit City in its defense of such claim, at reasonable cost to Circuit City. Circuit City shall bear full responsibility for the defense (including any settlements) of any such claim; provided however, that (i) Circuit City shall keep Clearwire informed of, and consult with Clearwire in connection with the progress of such litigation or settlement; and (ii) Circuit City shall not have any right, without Clearwire's written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Clearwire or any Clearwire Affiliate, or provides for less than a full release of Clearwire. Clearwire shall be entitled to participate in the action with counsel of its choice at its own expense. Circuit City shall not be responsible for any claims arising under (d) where Clearwire was informed of a claim or notice of infringement and failed to promptly remove or cease in the distribution of the infringing materials 12. INSURANCE. 12.1 Clearwire shall maintain, during the term hereof, all insurance required by law and the insurance listed below. Clearwire agrees that Clearwire, Clearwire's insurer(s) and anyone claiming by, through, under or on behalf of Clearwire shall have no claim, right of action or right of subrogation against Circuit City or Circuit City's customers based on any loss or liability insurable under the foregoing insurance, except to the extent Circuit City has an indemnification obligation under Section 11.2 for Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page 8

such claim, right of action or subrogation. Certificates furnished by Clearwire or its subcontractors shall contain a clause stating, "Circuit City Stores, Inc. shall be notified in writing at least thirty (30) days prior to cancellation of the policy." 12.2 Clearwire shall maintain, during the Term hereof, all insurance and/or bonds required by law, including but not limited to: 12.2.1 Workers Compensation insurance as required by the State(s) in which this Agreement is to be performed. 12.2.2 Comprehensive or Commercial General Liability Insurance, on an Occurrence Basis, including by not limited to premises-operations, broad form property damage, contractual liability, independent contractors, and personal injury with limits of at least $2,000,000 combined single limit for each occurrence. 12.2.3 Automobile Liability, Comprehensive Form with limits of at least $2,000,000 combined single limit for each occurrence. 12.3 Circuit City and its subsidiaries shall be named as an additional insured to the liability insurance policies required under this Agreement and this shall be so evidenced upon the Certificate(s) of Insurance. Clearwire shall maintain insurance, as required by this Agreement, through insurance carriers which have and maintain an A.M. Best rating of A-VII or greater. The fulfillment of the insurance obligations hereunder shall not otherwise relieve Clearwire of any liability assumed by Clearwire hereunder or in any way modify Clearwire's obligations to indemnify Circuit City. 12.4 Clearwire shall furnish, within ten (10) days of the Effective Date of this Agreement, certificates or adequate proof of the foregoing insurance. 13. CONFIDENTIAL INFORMATION 13.1 "Confidential Information" means any and all business, technical, customer or third party information (including but not limited to, trade secrets, marketing plans, financial data, specifications, drawings, sketches, models, samples, computer programs and documentation) provided, disclosed or made accessible by one Party (the "Disclosing Party") to the other (the "Receiving Party") under this Agreement, that is either identified as or would be reasonably understood to be confidential and/or proprietary. Confidential Information also includes (a) any Information that a Party receives, collects, learns of, or develops in the course of performing its obligations under this Agreement, including but not limited to prospective and actual customer's names, addresses, telephone numbers, email addresses, financial data, including credit card or banking information, and other customer information; and (b) the terms and conditions of this Agreement. Confidential Information does not include information that the Receiving Party can clearly establish by written evidence: (a) is or becomes known to the Receiving Party from a third party without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission of the Receiving Party; or (c) is independently developed by the Receiving Party without the use of Confidential Information of the Disclosing Party. Clearwire will be the owner of any Subscriber Information generated by Clearwire in connection with a Subscriber's order for Services and such information will be deemed Clearwire Confidential Information for purposes of this Agreement. Circuit City will be the owner of any Confidential Information generated by Circuit City in connection with a Subscriber's order for Circuit City goods or services or otherwise in connection with Circuit City's performance of its duties and obligations hereunder and such information will be deemed Circuit City's Confidential Information. Any information obtained by both Parties shall be owned by each Party. 13.2 Confidential Information will be deemed the exclusive property of the Disclosing Party. The Receiving Party will not: (a) use Confidential Information of the Disclosing Party for any purpose Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page 9

other than the fulfillment of its obligations under this Agreement; (b) disclose Confidential Information of the Disclosing Party to any third party, without the prior written consent of the Disclosing Party; (c) make any copies or modifications of Confidential Information of the Disclosing Party without the Disclosing Party's prior written consent, and provided that any authorized copies or modifications will contain the same confidential or proprietary notices or legends, if any, which appear on the original; and (d) reveal, divulge, make known, sell, exchange, lease or in any other way transfer any Confidential Information to any third party. 13.3 The Receiving Party will: (a) protect and treat all Confidential Information of the Disclosing Party with the same degree of care as it uses to protect its own Confidential Information of like importance, but in no event with less than reasonable care; and (b) only disclose Confidential Information of the Disclosing Party to its employees and/or agents who have a "need to know" for purposes of this Agreement, provided that the Receiving Party will notify and inform such employees and/or agents of the Receiving Party's obligations under this Agreement, and the Receiving Party will be responsible for any breach of this Agreement by its employees and/or agents. 13.4 In the event that the Receiving Party is required to disclose Confidential Information of the Disclosing Party pursuant to law, the Receiving Party will notify the Disclosing Party of the required disclosure with sufficient time for the Disclosing Party to seek relief, will cooperate with the Disclosing Party in taking appropriate protective measures, and will make such disclosure in a fashion that maximizes protection of the Confidential Information from further disclosure. 13.5 Upon expiration or termination of this Agreement, the Receiving Party will promptly turn over to the Disclosing Party or, at the Disclosing Party's direction, destroy all Confidential Information of the Disclosing Party, in whole or in part, in whatever format, including any copies. 13.6 Each Party agrees that monetary damages for breach of its obligations under this Section may not be adequate and that the non-breaching Party will be entitled to injunctive relief with respect thereto. 14. ASSIGNMENT. Neither party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the other, which shall not be unreasonably withheld; provided, however, that nothing herein shall prevent either party from assigning its rights and obligation under this Agreement to an Affiliate, or to an entity that acquires all or substantially all of the assets of such party through a merger, consolidation, or sale, provided further that the assigning party provides notice of such permitted assignment as soon as commercially reasonable. 15. RELATIONSHIP BETWEEN THE PARTIES. The Parties to this Agreement are independent Parties and nothing herein shall be construed as creating an employment relationship between the Parties. Neither Party is an agent, representative, joint venturer nor partner of the other Party and neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability, or to otherwise bind, the other Party. The Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. 16. FORCE MAJEURE. Neither Party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation, electricity or communications, or any act or failure to act by the other Party or such other Party's employees, agents or contractors; provided, however, that lack of funds shall not be deemed to be a reason beyond a Party's reasonable control. The Parties will promptly inform and consult with each other as to any of the above causes which in their judgment may or could be the cause of a delay in the performance of this Agreement. Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page 10

17. THIRD PARTY BENEFICIARIES. The provisions of this Agreement are for the sole benefit of the parties hereto and this Agreement confers no rights, benefits or claims upon any person or entity not a party hereto. Third party beneficiaries do not include Clearwire Affiliates. 18. CHOICE OF LAW. The Parties agree that the substantive laws of the State of New York, without reference to its principles of conflicts of laws, will be applied to govern, construe and enforce all of the rights and duties of the Parties arising from or relating in any way to the subject matter of this Agreement. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY MATTER ARISING OUT OF, OR RELATED TO, THIS AGREEMENT. 19. AUDIT RIGHTS. During the term of this Agreement and for a period of two (2) years following the expiration or termination of this Agreement, both Parties shall create and maintain sufficient books, records and accounts related to this Agreement according to generally accepted accounting practices. Each Party shall have the right, at its own expense, to inspect or direct an independent certified public accountant to inspect and audit those books and records of the other Party that are relevant to the determination of compensation payable hereunder, provided, however, that such audits will be conducted no more than once in any calendar year, upon not less than thirty (30) days' notice, during regular business hours, at mutually agreeable dates and times (not to be unreasonably withheld or delayed), and provided further that such accountant, if any, executes a confidentiality agreement reasonably satisfactory to the Party being audited, to protect the confidentiality of any records so audited. If the audit discloses a payment discrepancy or error, the Party responsible for correcting such error shall make any undisputed payment or remittance within thirty (30) business days of the generation of the audit report. In the event an audit discloses a payment discrepancy or error of more than five (5) percent of the correct amount, the Party owing such payment or remittance shall bear the cost of the audit. 20. NOTICES. All notices, authorizations, and requests required or desired to be given or made in connection with this Agreement will be in writing, given by certified or registered mail (return receipt requested), or by nationally recognized overnight courier (charges prepaid), and addressed as follows (or to such other address as the Party to receive the notice or request so designates by notice to the other): To Clearwire: Clearwire, US LLC. 5808 Lake Washington Blvd. Suite 300 Kirkland, Wa, 98033 To Circuit City: Circuit City Stores, Inc. 9950 Mayland Drive Richmond, Virginia 23221 Attn: Internet Services Buyer With copies to: Circuit City Stores, Inc. 9950 Mayland Drive Richmond, Virginia 23221 Attn: Legal Department Notice shall be deemed effective upon actual delivery. 21. SEVERABILITY. In the event that one or more of the provisions contained herein shall, for any reason, be held unenforceable in any respect, such unenforceability shall not affect any other provision of this Agreement, and this Agreement shall then be construed as if such unenforceable provision(s) did not exist. Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page 11

22. WAIVER. Failure by either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. The waiver by a Party of any default hereunder shall not be deemed to be a waiver of subsequent defaults of the same or different kind. 23. INTERPRETATION. This Agreement shall be fairly interpreted in accordance with its terms and without any construction in favor of or against either Party. The headings and captions are included for reference purposes only and do not affect the interpretation of the provisions hereof. The captions in this Agreement are for convenience of reference only and shall not limit or otherwise affect any of the terms or provisions hereof. Use of the words "herein", "hereof", "hereto" and the like in this Agreement refer to this Agreement as a whole and not to any particular Article, Section or provision of this Agreement, unless otherwise noted. When the context requires, the number of all words includes the singular and plural. 24. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute one instrument. This Agreement may be executed by facsimile, and each facsimile signature shall be deemed to constitute a valid and binding signature of the executing party. 25. ENTIRE AGREEMENT. This Agreement and its Attachments and Exhibits shall constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and all previous agreements relating thereto shall be null and void unless specifically incorporated herein. This Agreement may not be amended, modified or rescinded except by a writing executed by both Parties hereto. IN WITNESS WHEREOF, the Parties have executed this Agreement, by their authorized representatives, as of the date written above. CLEARWIRE, U.S., L.L.C CIRCUIT CITY STORES, INC. /s/ JAMES RYDER /s/ Phil Schoonover ------------------------------------- ---------------------------------------- Signature Signature JAMES RYDER Phil Schoonover Name Name Sr VP CEO Title Title Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page 12

EXHIBIT A [***] Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City [*** Confidential Treatment Requested] Page 13

EXHIBIT B BOUNTY PAYMENT TERMS I. Bounty Payments A. Bounty Payments. Provided Circuit City is not in breach of its obligations as set forth in this Agreement, Clearwire will pay Circuit City a one-time Bounty payment of [***] for each Qualified Subscriber who subscribes to the Services in accordance with the payment provisions set forth in Section 6. II. Deductions Circuit City's monthly compensation may be subject to Deductions by Clearwire for Bounties already paid to Circuit City for which the corresponding Subscriber does not become a Qualified Subscriber. If such amount cannot be deducted, Circuit City shall pay such Deduction amount in the form of a charge-back or refund within thirty (30) days of the date that Clearwire notifies Circuit City in writing that such Subscriber failed to become a Qualified Subscriber. Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City [*** Confidential Treatment Requested] Page 14

EXHIBIT C CLEARWIRE MARKS Instructions for use of the Clearwire Marks can be found at www.clearpartner.com. Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City [*** Confidential Treatment Requested] Page 15

EXHIBIT D CIRCUIT CITY LICENSED MARKS (CIRCUIT CITY LOGO) (CIRCUIT CITY(R) LOGO) JUST WHAT I NEEDED(R) SM (CIRCUIT CITY LOGO) (CIRCUIT CITY(R) LOGO) Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page 16

EXHIBIT E [***] Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City [*** Confidential Treatment Requested] Page 17

EXHIBIT F EQUIPMENT AGREEMENT THIS EQUIPMENT AGREEMENT ("Agreement") is made a part of and is hereby incorporated into the Co-Marketing Agreement (the "Co-Marketing Agreement") between Circuit City Stores, Inc. and its affiliates, having its principal place of business at 9950 Mayland Drive, Richmond, Virginia, USA, 23221("Circuit City") and Clearwire LLC having its principal place of business at 5808 Lake Washington Blvd. NE, Suite 300, Kirkland, WA 98033 ("Clearwire"), which became effective on Sept. 6, 2006. This Agreement is intended to set forth the terms and conditions under which Clearwire will provide certain equipment (set forth on Attachment 1, as may be amended from time to time) (the "Equipment") to Circuit City; Circuit City will then provide the Equipment to Subscribers, which the Subscribers lease directly from Clearwire. Terms used in this Agreement, but not defined in this Agreement, have the meaning given in the Co-Marketing Agreement With respect to Equipment, the following terms shall supplement the terms of the Co-Marketing Agreement 1. RESERVATION OF RIGHTS AND TITLE. Title to the Equipment is at all times reserved to Clearwire. Circuit City agrees to cooperate with Clearwire in effecting the protections afforded under Sections 9-103(d), 9-109 (a)(4) and 9- 319 of the Uniform Commercial Code as adopted and in effect (or parallel protections, if the Uniform Commercial Code is not in effect) in each state in which such a filing is necessary to effect such protections, to the extent applicable under this Agreement; provided, however, Circuit City makes no representation or warranty that Clearwire's interests in the Equipment will be "perfected" as that term is defined in Article 9 of the Uniform Commercial Code, however Circuit City shall not encumber such equipment nor interfere with such perfected interest. Circuit City agrees to execute UCC-1 financing statements or such other form as may be appropriate for the relevant state, provided that Clearwire shall be responsible for preparation of such financing statements and for the filing of such financing statements and payment of all applicable filing and preparation costs. The parties acknowledge that the transaction described in this Agreement is not a "consignment" within the meaning of the Uniform Commercial Code. Circuit City shall take delivery of the Equipment from Clearwire from time to time in accordance with this Agreement. Circuit City may only distribute Equipment to Subscribers in a Clearwire service area (which shall be subject to a sale or lease arrangement directly between Clearwire and the Subscriber). The price for the Equipment shall be determined by Clearwire and shall be stated in the equipment lease agreement between Clearwire and the Subscriber (the "Equipment Lease Agreement"). Circuit City may not sell the Equipment 2. LEASE OF EQUIPMENT. In accordance with the terms of the Co-Marketing Agreement, Circuit City will register Subscribers for the Services. As part of the registration process, each Subscriber will enter into an Equipment Lease Agreement between the Subscriber and Clearwire. The lease price of the Equipment shall be determined by Clearwire, in its sole discretion. Upon completion of the registration process, Circuit City will give the leased equipment to the Subscriber. In order to track Equipment in Circuit City's possession, Circuit City will assign a stock-keeping unit to the Equipment. The Equipment will show a price tag of [***] but will net to [***] upon a Subscriber's registration for the Services; the [***] "price" will not be charged to Subscribers and is caused by a point of sale systems limitation that prohibits the processing of free tickets. 3. INVOICES; PAYMENT; ALLOWANCES. All transactions (e.g., purchase orders and invoices) shall be conducted via Electronic Data Interchange (EDI). At appropriate intervals, as determined by Circuit City, Circuit City will issue a purchase order to Clearwire requesting additional Equipment. Upon receipt of a purchase order, Clearwire will ship the requested Equipment pursuant to the Circuit City Vendor Supply Chain Agreement dated June 9, 2006 and submit a corresponding invoice to Circuit City that contains quantity and stock-keeping unit information. Notwithstanding the terms on any purchase order or any invoice, Circuit City and Clearwire agree that the Equipment will be provided at no cost to Circuit City, and at all times thereafter, Clearwire shall continue to retain title to the Equipment. Notwithstanding any term in any agreement entered into between Circuit City and Clearwire in the event of a recall of Equipment Clearwire will use commercially reasonable efforts to satisfy any purchase Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City [*** Confidential Treatment Requested] Page 18

order issued by Circuit City, however Circuit City acknowledges and agrees that complete fulfillment may not be possible and that in such instance Clearwire shall not be in breach of any agreement for failure to completely satisfy any purchase due to such circumstances. Circuit City shall ensure that its merchandise receipt system automatically matches each invoice to the corresponding Equipment delivery and purchase order issued by Circuit City. Any discrepancies (e.g., shortages) identified by Circuit City will be reconciled with Clearwire each month to assure that the parties agree to the correct inventory of Equipment held by Circuit City. The parties will at this time make any necessary corrections to their records concerning invoices and quantities. 4. INVENTORY AUDITS. Clearwire may audit Circuit City's distribution centers pertaining solely to the subject matter of this Agreement no more than 1 times per calendar quarter, provided that Circuit City shall be given seven (7) days written notice, and further provided that the audit shall take place at Circuit City's facilities during normal business hours. Costs of the audit shall be borne by Clearwire, provided that if a five percent (5%) or greater discrepancy is found in either amounts owed or Equipment inventory, Circuit City will reimburse the reasonable and documented costs of such audit in addition to any moneys owed. 5. TAXES. Because the Equipment is not being sold by Circuit City to the Subscribers, Circuit City will NOT be responsible for the collection and remittance of sales, use, or lease taxes to the proper taxing authorities; Clearwire shall be solely responsible for any such collection and remittance of sales, use or lease taxes to the proper taxing authorities. Clearwire will be responsible for paying any personal property taxes relating to the Equipment in Circuit City's possession; provided that the parties will cooperate to minimize the amount of such personal property taxes. Furthermore, Clearwire agrees to indemnify, defend and hold harmless Circuit City and its affiliates, and each of their officers and directors against any penalty, additional tax or interest that may be assessed or levied as a result of the failure to timely collect or pay any tax, or to file any return, form or information statement that may be required by any governmental agency. Provided, however, that Clearwire shall not be obligated to indemnify Circuit City in the event that (i) Clearwire was not timely notified of the claim or potential claim, and/or (ii) such claim arises out Circuit City's process or procedures relating to the sale or accounting of Equipment as set forth in Section 2. Circuit City shall not report the Equipment as property of Circuit City. Each party shall be responsible for reporting its own income derived from this Agreement and for payment of its own income taxes. 6. SHIPMENTS. Clearwire will ship the Equipment to Circuit City's designated shipping address (e.g., distribution centers and/or stores) at Clearwire's risk and expense. Clearwire shall be responsible for making shipping arrangements, scheduling, tracking, proof of delivery, tracing, and obtaining insurance for loss or damage while Equipment is in transit, and filing freight claims for loss and/or damage. If expedited shipment becomes necessary, in the reasonable opinion of both parties, due to the fault or delay of Clearwire, then Clearwire shall pay the costs of such expedited shipments to either Circuit City's distribution centers or via drop ships to Circuit City's stores, as requested by Circuit City. If expedited shipment becomes necessary, in the reasonable opinion of both parties, due to the fault or delay of Circuit City, then Clearwire agrees to ship product, freight collect, to either Circuit City's distribution centers, or stores via drop ship, as requested by Circuit City; Circuit City shall then chargeback Clearwire the difference between the standard ground shipping costs and the expedited shipping costs. The carrier (not Clearwire) shall invoice Circuit City in this latter freight collect situation. Clearwire agrees not to include freight charges on any invoices under any circumstances. 7. RETURN OF GOODS. [***] Except as otherwise expressly set forth in this Agreement, Circuit City agrees to arrange and pay for return shipments. Notwithstanding the foregoing, Circuit City reserves the right to return, at Clearwire's expense, any Equipment for which a claim is made that alleges that the Equipment (1) infringes any alleged patent, design, trade name, trademark, copyright, right of privacy, or any other tangible or intangible property rights, or (2) is not manufactured, packaged and labeled in accordance with industry standards and/or all applicable laws, ordinances, rules and regulations by governmental departments, bodies and agencies governing and/or restricting the receipt and sale of Equipment by the undersigned Circuit City, or (3) has caused injury to person or property. In addition, Clearwire agrees to pay the cost of return shipments of substantially defective product. Equipment that is defective (which includes but is not limited to Equipment that is returned without the box, with an opened box, or with a damaged box) shall be the responsibility of Clearwire, and may be returned to Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City [*** Confidential Treatment Requested] Page 19

Clearwire unless otherwise mutually agreed. In all cases, Clearwire agrees to provide a return authorization ("RA") within 48 hours of request submitted to Clearwire in accordance with Clearwire's procedures. 8. FURTHER OBLIGATIONS OF CIRCUIT CITY. a. Circuit City will pay Clearwire [***](the "Agreed Cost') for each unit of Equipment of the type listed on Attachment 1 that is lost, stolen or damaged while in Circuit City's possession, less any applicable discounts, allowances or other valid off set amounts. Notwithstanding the foregoing, Circuit City agrees to use commercially reasonable efforts to protect and preserve the Equipment that is in its care, custody or control, wherever located. Circuit City further agrees to maintain all-risk property insurance in an amount adequate to fully insure all Equipment in its care, custody or control, wherever located, in an amount not less than $5 Million, and will name Clearwire. b. Circuit City agrees to deliver to Subscribers, in accordance with Clearwire's instructions and activation procedures, Equipment to be used by Subscribers for their use of the Services. Circuit City may only offer Equipment that is approved by Clearwire. Circuit City agrees to cooperate with Clearwire in order to maintain a mutually agreed upon inventory of Equipment that is sufficient, in, to meet reasonably anticipated demand by Subscribers that Circuit City enrolls for the Services. From the time of delivery of the Equipment to Circuit City's location until delivery to a Subscriber in accordance with this Agreement, Circuit City will store all Equipment delivered to Circuit City in a safe and secure location, all at Circuit City's expense. Prior to delivery to a Subscriber in accordance with mutually agreed authorization procedures, the Equipment may upon mutual agreement be upgraded or otherwise modified by Clearwire. Upon Clearwire's reasonable demand, Circuit City will ship all or any portion of the Equipment to Clearwire, at Clearwire's expense; provided, however, Clearwire shall not pull any Equipment from Circuit City for the purpose of supplying Equipment to another Clearwire reseller or representative. Clearwire will have the right, from time to time, to sell, lease, or otherwise dispose of, all or any potion of the Equipment to a third party, at prices and on terms established by Clearwire in its sole discretion, and Clearwire will have no obligation to share any proceeds from such sale with Circuit City. 9. TERM; TERMINATION. The term of this Agreement shall commence on the Effective Date, and shall continue until expiration or termination of the Co-Marketing Agreement, and shall automatically renew on the same terms applicable to the Co-Marketing Agreement. Termination shall not affect the parties' respective outstanding obligations. Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City [*** Confidential Treatment Requested] Page 20

ATTACHMENT-1 TO EQUIPMENT AGREEMENT (Equipment to be leased to Members) <TABLE> <CAPTION> DESCRIPTION OF EQUIPMENT AGREED COST ------------------------ ----------- <S> <C> SKU # RSU 2570-FV (LX Model) [***] Product Description: </TABLE> Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City [*** Confidential Treatment Requested] Page 21

EXHIBIT G CLEARWIRE STORES This Exhibit G sets forth the definition and management of Circuit City Stores in which Circuit City is authorized and shall Market and sell the Services (the "Selected Circuit City Stores"). Any Circuit City store located in a Clearwire coverage area will become a Selected Circuit City Store. Initial launch will include a minimum of 36 stores. Future Clearwire markets and subsequent new Selected Circuit City Stores will be identified through a shared "Master Store List" posted on a secure site accessible by both parties. Clearwire shall give Circuit City at least sixty (60) days prior written notice of new market availability and Circuit City shall market and sell the Services in such markets. Clearwire/Circuit City Confidential Information Not to be disclosed without written permission of Clearwire and Circuit City Page 22

EXHIBIT 10.42 EXECUTION COPY PURCHASE AND SALE AGREEMENT by and between NEXTEL SPECTRUM ACQUISITION CORP. and CLEARWIRE SPECTRUM HOLDINGS LLC Dated October 24, 2005

TABLE OF CONTENTS <TABLE> <CAPTION> PAGE <S> <C> ARTICLE 1 DEFINITIONS........................................................ 1 Section 1.1 Definitions................................................. 1 Section 1.2 Other Terms................................................. 4 ARTICLE 2 PURCHASE AND SALE OF ASSETS........................................ 5 Section 2.1 Purchase and Sale........................................... 5 Section 2.2 Excluded Assets............................................. 5 Section 2.3 Liabilities................................................. 6 ARTICLE 3 PURCHASE PRICE; CLOSING; ALLOCATIONS............................... 6 Section 3.1 Purchase Price.............................................. 6 Section 3.2 Closing and Supplemental Closings........................... 6 Section 3.3 Closing Deliveries by Seller................................ 7 Section 3.4 Closing Deliveries by Buyer................................. 8 Section 3.5 Allocation of Expenses; Closing Statement................... 8 Section 3.6 Allocation of Purchase Price................................ 10 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER........................... 10 Section 4.1 Authorization............................................... 10 Section 4.2 Enforceability.............................................. 10 Section 4.3 No Conflicts or Consents.................................... 10 Section 4.4 FCC Licenses................................................ 11 Section 4.5 Spectrum Leases............................................. 12 Section 4.6 Litigation.................................................. 12 Section 4.7 Broker...................................................... 13 Section 4.8 Taxes....................................................... 13 Section 4.9 Seller Adjacent Interleaved Channels........................ 13 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER............................ 13 Section 5.1 Authorization............................................... 13 Section 5.2 Enforceability.............................................. 13 Section 5.3 No Conflicts or Consents.................................... 13 Section 5.4 Litigation.................................................. 13 Section 5.5 Broker...................................................... 14 Section 5.6 Funds Available............................................. 14 ARTICLE 6 COVENANTS AND OTHER AGREEMENTS..................................... 14 Section 6.1 Consummation of Transactions................................ 14 Section 6.2 Certain Notices............................................. 14 Section 6.3 Confidentiality............................................. 15 Section 6.4 Further Assurances.......................................... 16 Section 6.5 [***] Repurchase Right...................................... 16 Section 6.6 FCC qualifications.......................................... 18 </TABLE> -i-

TABLE OF CONTENTS (continued) <TABLE> <CAPTION> PAGE <S> <C> Section 6.7 Consents.................................................... 18 Section 6.8 Interference Consents....................................... 18 Section 6.9 Certain Affirmative Covenants............................... 19 Section 6.10 Certain Negative Covenants................................. 19 Section 6.11 Access..................................................... 19 Section 6.12 Publicity.................................................. 19 Section 6.13 Transfer Taxes; FCC Filing Fees............................ 19 Section 6.14 Non-Solicitation of Lessors................................ 19 ARTICLE 7 CONDITIONS TO CLOSING.............................................. 20 Section 7.1 Conditions to the Obligations of Both Parties............... 20 Section 7.2 Conditions to the Obligations of Seller..................... 20 Section 7.3 Conditions to the Obligations of Buyer...................... 21 ARTICLE 8 TERMINATION....................................................... 22 Section 8.1 Termination................................................. 22 Section 8.2 Effect of Termination....................................... 23 ARTICLE 9 SURVIVAL AND REMEDIES.............................................. 23 Section 9.1 Survival.................................................... 23 Section 9.2 Seller Indemnification...................................... 23 Section 9.3 Buyer Indemnification....................................... 24 Section 9.4 Third Party Claims.......................................... 24 Section 9.5 Other Claims................................................ 26 Section 9.6 Calculation of Losses; Limitation of Liability; Remedies.... 26 ARTICLE 10 MISCELLANEOUS..................................................... 27 Section 10.1 Entire Agreement........................................... 27 Section 10.2 No Other Representations or Warranties..................... 27 Section 10.3 Amendments and Waivers..................................... 27 Section 10.4 Assignment................................................. 27 Section 10.5 Notices.................................................... 27 Section 10.6 Governing Law.............................................. 28 Section 10.7 Attorney's Fees............................................ 29 Section 10.8 Expenses................................................... 29 Section 10.9 Invalidity................................................. 29 Section 10.10 Force Majeure............................................. 29 Section 10.11 Counterparts.............................................. 29 Section 10.12 Headings.................................................. 29 </TABLE> -ii-

SCHEDULES AND EXHIBITS Schedule 1 FCC Licenses Schedule 2 Spectrum Leases Schedule 3 Purchase Price Allocation Schedule 4 [***] Option Channels Schedule 5 Seller Adjacent Channels Exhibit A Form of Instrument of Assignment for Licenses Exhibit B Form of Assignment and Assumption for Spectrum Leases Exhibit C Form of Bill of Sale Exhibit D Form of Officer's Certificate Exhibit E Form of Secretary's Certificate Exhibit F Form of Consent to Assignment Exhibit G Form of Letter of No Objection

PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT, dated October 24, 2005 (the "Effective Date"), is entered into by and between Nextel Spectrum Acquisition Corp., a Delaware corporation ("Seller") and Clearwire Spectrum Holdings LLC, a Nevada limited liability company ("Buyer"). Seller and Buyer may be referred to herein collectively as the "Parties" or individually as a "Party." RECITALS A. Seller holds the Federal Communications Commission ("FCC") licenses for the operation of the Broadband Radio Service (formerly known as MMDS) ("BRS") channels identified on Schedule 1 (the "FCC Licenses"), and the lease agreements pursuant to which Seller leases the excess capacity on the BRS and Educational Broadband Service (formerly known as Instructional Television Fixed Service) ("EBS") channels identified on Schedule 2 (the "Spectrum Leases"). B. Seller desires to sell and assign to Buyer, and Buyer desires to purchase and assume, the FCC Licenses and Spectrum Leases, all on the terms and subject to the conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, conditions and agreements hereinafter set forth, the Parties agree as follows: ARTICLE 1 DEFINITIONS Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth or referenced below (applicable to both the singular and plural forms of the terms defined): "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, alone or through one or more intermediaries, controls, is controlled by or is under common control with that Person. For purposes of this definition, "control" (including the terms "controlling" and "controlled") means the power to direct or cause the direction of the management and policies of a Person, directly or indirectly, whether through the ownership of securities or partnership or other ownership interests, or by contract or otherwise. "Agreement" means this Purchase and Sale Agreement and all Exhibits and Schedules hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. "Allocation Schedule" is defined in Section 3.6. "Assets" is defined in Section 2.1.

"Assumed Liabilities" is defined in Section 2.3. "Available [***] Option Channels" is defined in Section 6.5. "BRS" is defined in Recital A. "Business Day" means any day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business in New York, New York. "Business Partner" is defined in Section 6.3(b). "Business Partner NDA" is defined in Section 6.3(b). "Buyer" is defined in the preamble. "Claim" means any claim asserted by any Person (including any Party) against a Party in respect of which payment may be sought from the other Party under Section 9.2 or Section 9.3 hereof. "Closing" is defined in Section 3.2(a). "Closing Conditions" is defined in Section 3.2(a). "Closing Date" is defined in Section 3.2(a). "Code" means the Internal Revenue Code of 1986, as amended, and the corresponding provisions of any future internal revenue law. "Consents" means all consents and approvals of Governmental Authorities or other Person (other than a Party) necessary to authorize, approve or permit the Parties hereto to consummate the Transactions, including, without limitation, the consents (if any) of the lessors under the Spectrum Leases, if required to assign such Leases in accordance with the terms of this Agreement. "Damages" means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person, and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultants' fees, and reasonable attorneys' fees and costs, of every kind and description, contingent or otherwise. "Damages Dispute" is defined in Section 9.4(c). "EBS" is defined in Recital A. "Effective Date" is defined in the preamble. "Excluded Assets" is defined in Section 2.2. "Excluded Liabilities" is defined in Section 2.3. Page 2

"FCC" is defined in Recital A. "FCC Licenses" is defined in Recital A. "FCC Rules" means Title 47 of the Code of Federal Regulations, as amended at any time and from time to time, and FCC published decisions issued pursuant to such regulations. "Final Order" means an action by the FCC (i) which action has not been reversed, stayed enjoined, set aside, annulled or suspended, (ii) in relation to which no request for stay, motion or petition for reconsideration or rehearing, application or request for review, or notice of appeal or other administrative or judicial petition for review (collectively, an "Appeal") is pending, and (iii) as to which the prescribed time for filing an Appeal, and for the entry of orders staying, reconsidering, or reviewing on the FCC's or such other regulatory authority's own motion has expired. "Governmental Authority" means a Federal, state or local court, legislature, governmental agency (including the United States Department of Justice), commission or regulatory or administrative authority or instrumentality. "Law" means applicable common law and any statute, ordinance, code or other law, rule, permit, permit condition, regulation, order, decree, technical or other standard, requirement or procedure enacted, adopted, promulgated, applied or followed by any Governmental Authority. "Lien" means any mortgage, lien, pledge, charge, security interest, right of first refusal or right of others therein, restrictions, options, claims or encumbrance of any nature whatsoever, except for liens for taxes not yet due and payable. "May 18, 2004 NDA" is defined in Section 6.3. "Parties" or "Party" is defined in the preamble. "Person" means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, Governmental Authority, cooperative, association, other entity, or individual, and the heirs, executors, administrators, legal representatives, successors, and assigns of such person (by merger or otherwise) as the context may require. "Property Taxes" means ad valorem or real or personal property taxes, assessments, and similar charges payable to a Governmental Authority with respect to the Assets, including any penalties, additions, fines or interest thereon and any liability to another Person for such charges by reason of contract or as a successor or transferee. "Prorated Expense Items" is defined in Section 3.5(a). "Purchase Price" is defined in Section 3.1. "Remaining Assets" is defined in Section 3.2(b). Page 3

"Selected [***] Option Channels" is defined in Section 6.5. "Seller" is defined in the preamble. "Seller Adjacent Channels" is defined in Section 6.8(a). "Spectrum Leases" is defined in Recital A. "Sprint Nextel" is defined in Section 6.5(a). "Supplemental Closing" is defined in Section 3.2(b). "Supplemental Closing Date" is defined in Section 3.2(c). "Tax" or "Taxes" means any 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 and franchise taxes, estimated taxes, withholding, employment, social security, workers compensation, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes, or other governmental charges of any nature whatsoever, imposed by any Governmental Authority, 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, or by reason of Treasury Regulations Section 1.1502-6. ["***"] is defined in Section 6.5(a). ["***] Availability Notice" is defined in Section 6.5. ["***] Option" is defined in Section 6.5. ["***] Option Channels" is defined in Section 6.5. ["***] Option Notice" is defined in Section 6.5. ["***] Plan" is defined in Section 6.5(a). ["***] Purchase Price" is defined in Section 6.5. "Transactions" means the transactions contemplated by this Agreement. "Transition" means the transition of the 2.5-2.7 GHz band channels to a new spectrum plan pursuant to Sections 27.1230 through 27.1235 of the FCC Rules. "Transfer Taxes" means sales, use, stamp, recording, transaction-related excise, or similar transfer taxes, fees and charges. For the avoidance of doubt, Transfer Taxes do not include any Tax measured by net income, profit, or gain of any Person. Section 1.2 Other Terms. Other capitalized terms may be defined elsewhere in this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement. Page 4

All references to "$" and dollars shall be deemed to refer to United States currency unless otherwise specifically provided herein. All references to "true and complete" copies of specified documents, means true and complete copies of such documents, together with all material notices, waivers, amendments, modifications and supplements thereto. ARTICLE 2 PURCHASE AND SALE OF ASSETS Section 2.1 Purchase and Sale. On the terms and subject to the conditions of this Agreement, at the Closing (or, as applicable, Supplemental Closing), Seller shall sell, assign, transfer, convey and deliver to Buyer or Buyer's designee(s), and Buyer shall purchase from Seller all of Seller's right, title and interest as of the Closing Date (or, as applicable, Supplemental Closing Date) in and to the following assets (collectively the "Assets") free and clear of all Liens: (a) The FCC Licenses; (b) The Spectrum Leases; (c) Subject to Section 3.5, all credits, prepaid expenses, advance payments, security deposits and other prepaid items that relate to any of the Assets set forth in subsections (a), (b), (d) or (e) of this Section 2.1 as of the Closing (or, as applicable, Supplemental Closing); (d) All rights, claims, causes of action, rights to payment or to enforce payment and credits to the extent relating to any of the Assets set forth in subsections (a), (b), (c) or (e) of this Section 2.1 or anything that would have been a part of such Assets, but for any destruction of such assets, including any such items arising under insurance policies (or, if not assignable or transferable, all of the Seller and its Affiliate's rights under such insurance policies with respect to such assets) and all guarantees, warranties, indemnities and similar rights in favor of Seller or its Affiliates in respect of the Assets, but not to the extent relating to any Excluded Assets or Excluded Liabilities; and (e) Copies of the FCC Licenses, Spectrum Leases, and other records, files and documents of Seller and in Seller's possession relating to any of the Assets set forth in subsections (a), (b), (c) or (d) of this Section 2.1 , including all material correspondence with the lessors under the Spectrum Leases (in all cases, in any form or medium). Section 2.2 Excluded Assets. The Assets shall not include the Excluded Assets. As used herein, the term "Excluded Assets" means all the properties, assets, goodwill and rights of Seller or its Affiliates of whatever kind and nature, real or personal, tangible or intangible, that are owned, leased, licensed or otherwise held or controlled by Seller or its Affiliates on the Closing Date (or, as applicable, Supplemental Closing Date) that are not specifically identified in Section 2.1. For the avoidance of doubt, the following shall be Excluded Assets: (a) all cash or cash equivalents of Seller or its Affiliates; (b) all rights of Seller under this Agreement and the other agreements and instruments executed and delivered in connection with the Transactions; and (c) the name "Sprint Nextel" or any variation thereof, and any trademarks, trade names, logos or symbols related thereto. Page 5

Section 2.3 Liabilities. On the terms and subject to the conditions of this Agreement, Buyer shall assume, effective as of the Closing (or, as applicable, Supplemental Closing), all liabilities of Seller or its Affiliates under the Assets that arise, are incurred, or are required to be performed from and after the Closing (or, as applicable, Supplemental Closing) (the "Assumed Liabilities"), and from and after the Closing (or, as applicable, Supplemental Closing) with respect to the Assets being sold as of said Closing or Supplemental Closing, Buyer shall pay, perform and discharge when due the Assumed Liabilities. Except for the Assumed Liabilities, Buyer shall not assume, or be obligated or liable for, any liabilities of Seller, or any of its Affiliates, predecessors, assignors, or transferors, including without limitation any liabilities under the Assets incurred, accrued and/or to be performed under the terms thereof on or before the Closing Date (or, as applicable, Supplemental Closing Date) (the "Excluded Liabilities"), whether in connection with the Transactions, or otherwise, all of which shall be retained and paid, performed and discharged when due by Seller or one of Seller's Affiliates. ARTICLE 3 PURCHASE PRICE; CLOSING; ALLOCATIONS Section 3.1 Purchase Price. Subject to Sections 3.2 and 3.5, the purchase price for the Assets (the "Purchase Price ") shall be the aggregate amount of [***] Section 3.2 Closing and Supplemental Closings. (a) Closing. The closing (the "Closing") shall occur within five (5) Business Days (or at such other time as the Parties may mutually agree or as required under FCC Rules) following the date that the applicable conditions to closing set forth under Article 8 (the "Closing Conditions") have been satisfied or waived by the appropriate Party with respect to at least [***] of the FCC Licenses and Spectrum Leases, as determined, in each case, by reference to the values assigned to such assets in Schedule 3. The Parties shall promptly notify each other in writing of the satisfaction or waiver of the Closing Conditions required for the Closing as described in this Section 3.2(a). The date on which the Closing occurs is referred to herein as the "Closing Date." (b) Effect of Partial Closing. If, at the time of the Closing, the Closing Conditions have not been satisfied with respect to all of the Assets, then: (i) subject to Section 3.2(d) the Parties shall consummate the Closing with respect to the Assets for which the Closing Conditions have been satisfied, (ii) the Parties shall continue to seek to satisfy the Closing Conditions with respect to all remaining Assets (the "Remaining Assets"); (iii) for purposes of the Closing, the Purchase Price shall be reduced by the amount allocated to all Remaining Assets on Schedule 3; and (iv) the Parties shall effect one or more supplemental closings (each a "Supplemental Closing") for the Remaining Assets in accordance with Section 3.2(c). (c) Supplemental Closings. As and when the Closing Conditions are satisfied or waived by the appropriate Party after the Closing with respect to any Remaining Asset, then, on the last Business Day of each calendar quarter (or such other date as may be mutually agreed by the Parties): (i) Seller shall sell, assign, transfer, convey and deliver Page 6

to Buyer such Remaining Assets for which the Closing Conditions have been satisfied or waived; and (ii) Buyer shall pay to Seller the amounts set forth in Schedule 3 with respect to the Remaining Assets conveyed to Buyer at such Supplemental Closing. The date on which any Supplemental Closing occurs is referred to herein as a "Supplemental Closing Date." (d) Related Assets. Notwithstanding anything to the contrary in this Agreement, if any Asset (other than any FCC License or Spectrum Lease) is used in relation to any Remaining Asset that is not assigned to Buyer at the Closing, then such Asset shall not be transferred at the Closing and shall instead be assigned, transferred and delivered to Buyer together with the related FCC License or Spectrum Lease that is a Remaining Asset at the applicable Supplemental Closing. (e) Final Supplemental Closing Date. Notwithstanding the foregoing or anything to the contrary in this Agreement, no Party shall have any obligation to satisfy any Closing Conditions or effect any Supplemental Closing with respect to any Remaining Asset after [***] Section 3.3 Closing Deliveries by Seller. At the Closing and, as applicable, at each Supplemental Closing Seller shall deliver to Buyer: (a) A duly executed Instrument of Assignment for FCC Licenses substantially in the form attached hereto as Exhibit A for the FCC Licenses to be assigned at such Closing or Supplemental Closing, as applicable; (b) A duly executed Assignment and Assumption for Spectrum Leases, substantially in the form attached hereto as Exhibit B for the Spectrum Leases to be assigned at such Closing or Supplemental Closing, as applicable; (c) A duly executed Bill of Sale substantially in the form attached hereto as Exhibit C for the Assets (other than FCC Licenses and Spectrum Leases) to be transferred at such Closing or Supplemental Closing, as applicable; (d) The Officer's Certificate required to be delivered pursuant to Sections 7.3(a) and (b) substantially in the form attached hereto as Exhibit D; (e) A Secretary's Certificate substantially in the form attached hereto as Exhibit E; (f) The Consents of the lessors under the Spectrum Leases that will be assigned to Buyer at the Closing (or, as applicable, the Supplemental Closing) and are required to effectuate such assignment under the terms of such Spectrum Leases, which Consents shall be substantially in the form attached hereto as Exhibit F; and (g) Such other documents and instruments of transfer, in form and substance reasonably acceptable to the Parties and their counsel, as may be necessary to effect the Transactions. Page 7

Section 3.4 Closing Deliveries by Buyer. At the Closing and, as applicable, at each Supplemental Closing Buyer shall deliver to Seller: (a) The Purchase Price, as adjusted in accordance with Sections 3.2 and 3.5 (or, in the case of a Supplemental Closing, the payment required by Section 3.2(c) as adjusted in accordance with Section 3.5), payable in immediately available funds via wire transfer to an account designated by Seller; (b) A duly executed Instrument of Assignment for FCC Licenses substantially in the form attached hereto as Exhibit A for the FCC Licenses to be assigned at such Closing or Supplemental Closing, as applicable; (c) A duly executed Assignment and Assumption for Spectrum Leases, substantially in the form attached hereto as Exhibit B for the Spectrum Leases to be assigned at such Closing or Supplemental Closing, as applicable; (d) The Officer's Certificate required to be delivered pursuant to Sections 7.2(a) and (b), substantially in the form attached hereto as Exhibit D; (e) A Secretary's Certificate substantially in the form attached hereto as Exhibit E; and (f) Such other documents and instruments of transfer, in form and substance reasonably acceptable to the Parties and their counsel, as may be necessary to effect the Transactions. Section 3.5 Allocation of Expenses; Closing Statement. (a) Subject to Section 3.5(c), on the Closing Date (or, as applicable, Supplement Closing Date), those items of expenses and accounts payable specifically referred to in Section 3.5(b) in relation to the Assumed Liabilities and are paid or payable before and after the Closing Date (or, as applicable, Supplement Closing Date) on an annual, quarterly, monthly or other regular periodic basis ("Prorated Expense Items") shall be prorated as of the Closing Date (or, as applicable, Supplement Closing Date) with respect to the particular Assets being sold as of the Closing Date (or as applicable, Supplemental Closing Date) and apportioned, such that (i) Buyer will receive the economic benefit or burden, as applicable, of all such items after the Closing Date (or, as applicable, Supplement Closing Date), and (ii) Seller shall receive the economic benefit or burden, as applicable, of all such items for the period prior to, and including, the Closing Date (or, as applicable, Supplement Closing Date). After the Closing Date (or, as applicable, Supplement Closing Date), (x) if Buyer should receive any bills or accounts or any reimbursement in relation to Prorated Expense Items that are attributable in whole to the period prior to, and including, the Closing Date (or, as applicable, Supplement Closing Date), then Buyer shall promptly forward the same to Seller (for payment, in the case of any such bills or accounts), (y) if Seller should receive any bills or accounts or any reimbursement in relation to the Prorated Expense Items that are attributable in whole to the period after the Closing Date (or, as applicable, Supplement Closing Date), then Seller shall promptly forward the same to Buyer (for payment, in the Page 8

case of any such bills or accounts) and (z) if any Party should receive any bills or accounts or any reimbursements in relation to the Prorated Expense Items that are attributable in part to the period prior to, and including, the Closing Date (or, as applicable, Supplement Closing Date), and in part to the period after the Closing Date, the amount thereof shall be apportioned between Seller, on the one hand, and Buyer, on the other hand, as of the Closing Date (or, as applicable, Supplement Closing Date), based on the number of days in such period falling prior to and including the Closing Date (or, as applicable, Supplement Closing Date), on the one hand, and after the Closing Date (or, as applicable, Supplement Closing Date), on the other hand. In the case of bills or accounts referred to in clause (z), the party receiving the same shall be required to pay only such portion of such bill or account for which it is responsible in accordance with this Section 3.5(a). (b) The following expense items shall be prorated in the manner contemplated by Section 3.5(a): (i) regular periodic rent or lease payments (including prepaid rent and rent payable in arrears) payable under the Spectrum Leases; (ii) annual FCC regulatory fees in relation to the FCC Licenses; and (iii) Property Taxes (if any). (c) Not less than ten (10) Business Days prior to the Closing Date (or, as applicable, Supplement Closing Date), Seller and Buyer will jointly prepare a preliminary closing statement containing their good faith calculation of the prorations provided for in Section 3.5(a). If final bills or accounts in relation to any Prorated Expense Items or rent receivable referred to in Section 3.5(a) are not available or have not been issued prior to that date for any Prorated Expense Item, or rent receivable that is required to be prorated as contemplated in Section 3.5(a), then Seller shall estimate the amount of each such item in good faith, and such estimate shall be reflected in the preliminary closing statement. The amount payable by Buyer at the Closing (or, as applicable, Supplemental Closing) shall be increased or decreased to reflect the net amount owing between the Parties as shown on such preliminary closing statement, using such estimates where necessary. Final adjustment between the Parties as to any estimated item used in the preparation of the preliminary closing statements shall be made as soon as reasonably practicable after the Closing (or, as applicable, Supplement Closing) after such item becomes final. Payments in connection with such final adjustment or otherwise necessary to reconcile amounts between the parties in accordance with Section 3.5(a) will be due within thirty (30) days of written notice from the Party entitled to payment. Section 3.6 Allocation of Purchase Price. Within thirty (30) days after the Closing Date or Supplemental Closing Date (as applicable), Buyer shall deliver to Seller a schedule allocating the Purchase Price as adjusted in accordance with Sections 3.2 and 3.5 (or, in the case of a Supplemental Closing, the payment required by Section 3.2(c) as adjusted in accordance with Section 3.5), and reflecting the Assumed Liabilities, among the Assets acquired at the Closing or Supplemental Closing (as applicable) in accordance with the principles of Section 1060 of the Code and the regulations promulgated thereunder (each an "Allocation Schedule"). Seller shall have fifteen (15) days from its receipt of the Allocation Schedule to notify Buyer, in writing, that Seller disputes one or more items reflected on the Allocation Schedule, which notice shall include a detailed explanation of the basis for the dispute. If Seller does not provide such notice of objection, Seller shall be deemed to accept the Allocation Schedule as submitted by Page 9

Buyer. If Seller does provide such notice of objection, the Parties shall negotiate in good faith to resolve such dispute. If the Parties fail to resolve all such disputes within thirty (30) days following Buyer's receipt of such notice of objection, the Parties shall engage a nationally-recognized, independent accounting firm (whose fees shall be shared equally by the two Parties) with respect to the disputed items on the Allocation Schedule. The determination of such independent accounting firm on the disputed items shall be final and binding on the Parties (and any of their Affiliates). The Parties shall prepare and file all applicable tax forms and returns, including if necessary Internal Revenue Service Form 8594, consistent with the finalized Allocation Schedules. Each Party shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other Party may reasonably request to prepare or evaluate the Allocation Schedules. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows: Section 4.1 Authorization. Seller is lawfully existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to enter into this Agreement and to perform the obligations to be performed by it under this Agreement. The execution and delivery of this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement, and the performance by Seller of its obligations hereunder, have been duly authorized by all necessary action on the part of Seller. Section 4.2 Enforceability. This Agreement and each other agreement, document or instrument or certificate contemplated by this Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles. Section 4.3 No Conflicts or Consents. Neither the execution, delivery and performance by Seller of this Agreement, nor the consummation of the Transactions by Seller, will (i) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default by Seller or any of its Affiliates, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration with respect to the Assets, under (x) any Law or FCC License (subject to receipt of Consent of the FCC) or (y) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to any of the Assets; (ii) require any Consent, other than the Consent of the FCC and the applicable lessors under the Spectrum Leases as set forth on Schedule 2; or (iii) violate any Law, judgment, order or decree by which Seller is bound, except, in each case, for any conflicts, Consents or violations that, individually or in the aggregate, will not have a material adverse effect on any of the Assets or Seller's ability to consummate the transactions. Section 4.4 FCC Licenses. Page 10

(a) Schedule 1 sets forth for each FCC License the true and correct (i) name of the licensee; (ii) FCC call sign, (iii) authorized channels, (iv) expiration date, and (v) market where the facilities are authorized. True and complete copies of the FCC Licenses have been delivered to Buyer. To the knowledge of Seller, there is no condition outside of the ordinary course imposed on any of the FCC Licenses by the FCC except those that are either set forth on the face of the FCC Licenses, as issued by the FCC, or are contained in applicable FCC Rules. The FCC Licenses are free and clear of all Liens and are unimpaired by any acts or omissions of Seller, its Affiliates and their respective officers, directors, agents, assignees and licensees. The FCC Licenses have been granted to Seller by Final Order and are in full force and effect. (b) There is not pending or, to the knowledge of Seller, threatened against Seller with respect to the FCC Licenses any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any of the FCC Licenses, (ii) seeks the imposition of any modification or amendment with respect to any of the FCC Licenses, (iii) would adversely affect the ability of Seller to consummate the Transactions or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any of the FCC Licenses. To the knowledge of Seller, there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. There is no unsatisfied adverse FCC order or ruling outstanding against Seller with respect to any of the FCC Licenses. (c) Seller has not agreed to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to any of the FCC Licenses, and no such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller or with respect to its facilities. (d) Seller is in compliance with all applicable Laws except for any non- compliance that, individually or in the aggregate, will not have a material adverse effect on the FCC Licenses, or on Seller's ability to consummate the Transactions. Since acquisition by Seller of the FCC Licenses, Seller has complied in all material respects with FCC Laws applicable to the FCC Licenses, including without limitation the Communication Act of 1934, as amended, and with all of the terms and conditions of the FCC Licenses. All material documents required to be filed at any time by Seller with the FCC with respect to the FCC Licenses, as applicable, have been timely filed or the time period for such filing has not lapsed. All such documents filed since the date that the FCC Licenses were acquired by Seller are correct in all material respects. All amounts owed to the FCC in connection with the FCC Licenses since the date that the FCC Licenses were acquired by Seller have been timely paid. (e) Since the date that the FCC Licenses were assumed by Seller, the facilities subject to the FCC Licenses for which certification or modification of completion of construction has been filed with the FCC are operating and have been operating, in material compliance with the FCC Licenses and FCC Rules. Page 11

Section 4.5 Spectrum Leases. Schedule 2 sets forth the true and correct: (i) expiration date for each Spectrum Lease, (ii) name of the lessor or other counterpart for each Spectrum Lease, (iii) FCC call sign covered each Spectrum Lease; (iv) authorized channels and market for each Spectrum Lease, (v) the expiration date of the FCC license covered by each Spectrum Lease, and (vi) the monthly, quarterly or annual rent, as applicable, payable, as of the Effective Date of this Agreement, under each Spectrum Lease. True and complete copies of all Spectrum Leases have been delivered or made available to Buyer. Each of the Spectrum Leases is in full force and effect and enforceable by Seller in accordance with its terms. Seller has valid and marketable leasehold interest in each of the Spectrum Leases, free and clear of all Liens. Seller has not assigned, pledged, transferred, or otherwise disposed of or granted any Lien on its rights, titles and interests under any of the Spectrum Leases to any other Person, nor, to the knowledge of Seller, has any other party to the Spectrum Leases so assigned, pledged, transferred, granted any Lien on, or otherwise disposed of any of its rights, title and interests thereunder. Neither Seller nor, to the knowledge of Seller, any other party to any of the Spectrum Leases is in material breach or material default thereunder. To the knowledge of Seller, no condition exists or event has occurred, since entering into or assuming the Spectrum Leases, as applicable, and is continuing as of the Effective Date of this Agreement which, with or without the lapse of time or the giving of notice, or both, would constitute a material default by Seller under any Spectrum Leases or give rise to any Lien or right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration against Seller under any such Spectrum Leases. Seller has not received any notice of termination, or intent to terminate, with respect to any Spectrum Leases. Section 4.6 Litigation. There is no legal proceeding now in progress or pending or, to the knowledge of the Seller, threatened against Seller with respect to any of the Assets, nor to the knowledge of Seller does there exist any basis therefor. Seller is not subject to any order, writ, injunction or decree of any court or any federal, state, municipal or other domestic or foreign Governmental Authority which would affect the Assets, any rights of Seller in and to the Assets or Seller's ability to consummate the Transactions. Section 4.7 Broker. Neither Seller nor any of its Affiliates has employed any broker or finder or incurred any liability for any brokerage or finding fees or commissions in connection with the Transactions. Section 4.8 Taxes, (i) None of the Assets are subject to any material Liens for Taxes; (ii) no material claims have been asserted in writing for any Taxes in respect of any Seller Asset that have not been paid in full; (iii) none of the Assets secure any indebtedness, the interest on which is tax-exempt under Section 103 (a) of the Code; and (iv) none of the Assets is a "tax- exempt use property" within the meaning of Section 168(h) of the Code. Section 4.9 Seller Adjacent Interleaved Channels. Schedule 5 sets forth a true and complete list of the channels owned or leased by Seller or its Affiliates as of the Effective Date that are adjacent to and interleaved with any of the channels under the FCC Licenses or Spectrum Leases. Page 12

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows: Section 5.1 Authorization. Buyer is lawfully existing and in good standing under the Laws of the State of Nevada, and has all requisite power and authority to enter into this Agreement and to perform the obligations to be performed by it under this Agreement. The execution and delivery of this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement, and the performance by Buyer of its obligations hereunder, have been duly authorized by all necessary action on the part of Buyer. Section 5.2 Enforceability. This Agreement and each other agreement, document or instrument or certificate contemplated by this Agreement to which they are a party has been duly executed and delivered by Buyer, and is a legal, valid and binding obligation of Buyer, enforceable against Buyer, as applicable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles. Section 5.3 No Conflicts or Consents. Neither the execution, delivery and performance by Buyer of this Agreement, nor the consummation of the Transactions by Buyer, will (i) require any Consent, other than the Consent of the FCC; or (ii) violate any Law, judgment, order or decree by which Buyer is bound, except, in each case, for any conflicts, Consents or violations that, individually or in the aggregate, will not have a material adverse effect on Buyer's ability to consummate the transactions. Section 5.4 Litigation. Buyer is not subject to any order, writ, injunction or decree of any court or any federal, state, municipal or other domestic or foreign Governmental Authority which would affect the Buyer's ability to consummate the Transactions. Section 5.5 Broker. Buyer nor any of its respective Affiliates has employed any broker or finder or incurred any liability for any brokerage or finding fees or commissions in connection with the Transactions. Section 5.6 Funds Available. Buyer has available to it as of the date hereof and will have available to it as of the Closing and each Supplemental Closing immediately available funds necessary to consummate the transactions contemplated hereby and to pay all expenses of Buyer in connection therewith. Buyer has delivered to Seller evidence, reasonably satisfactory to Seller, that demonstrates Buyer's ability to consummate the Transaction. ARTICLE 6 COVENANTS AND OTHER AGREEMENTS Section 6.1 Consummation of Transactions. From and after the Effective Date, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary and consistent with applicable Law to perform its obligations under this Agreement and to consummate the Transactions as soon as reasonably practicable. Each Party shall use commercially reasonable efforts to prevent or promptly remedy Page 13

any breach of any of its representation, warranties, covenants or agreements contained in this Agreement. Section 6.2 Certain Notices. Each Party shall promptly notify the other Parties in reasonable detail in writing: (a) upon the satisfaction or waiver of the Closing Conditions required for the Closing as described in Section 3.2(a); (b) to the knowledge of the notifying Party, upon the commencement of, or the impending or threatened commencement of, or upon obtaining knowledge of any facts that would give rise to, any claim, action or proceeding brought to enjoin the consummation of the Transactions, or against or relating to (i) the notifying Party or its properties or assets, which could materially adversely affect the Transactions or its ability to perform its obligations hereunder, or (ii) their respective Assets or their use; (c) to the knowledge of the notifying Party, upon the occurrence of, or the impending or threatened occurrence of, or upon obtaining knowledge of any facts that would give rise to, any event which could cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; and (d) upon the occurrence or existence of any event, condition, circumstance or state of facts known to the notifying Party, which has had or could have a material adverse effect on the Transactions or its ability to perform its obligations hereunder, or could materially adversely affect their respective Assets or their use. Section 6.3 Confidentiality. (a) May 18, 2004 NDA. This Agreement and any information or documents provided by any Party to this Agreement to any other Party, or developed by the Parties in the course of completing the actions contemplated by this Agreement shall be treated as confidential and proprietary and shall be subject to the confidentiality and nondisclosure letter agreement dated May 18, 2004, by and between Nextel Communications, Inc. and Clearwire Corporation and its successors and subsidiaries (as amended, the "May 18, 2004 NDA"). Each of the Parties hereto agrees that the Parties (on behalf of themselves and their respective successors and subsidiaries) shall be bound by and enjoy all of the benefits of the May 18, 2004 NDA as if original parties thereto. Notwithstanding anything to the contrary in the May 18, 2004 NDA, for purposes of this Agreement only, the May 18, 2004 NDA shall be deemed to survive (1) with respect to all Information (as defined in the May 18, 2004 NDA) relating to the transactions contemplated by Section 6.5, until such transactions have been consummated or the rights described in Section 6.5 have expired or been terminated in accordance with this Agreement and (2) with respect to all other Information relating to this Agreement, for a period of two years from the date hereof. (b) Limited Disclosure to Business Partners. Notwithstanding Section 6.3(a) or the May 18, 2004 NDA, each Party may disclose this Agreement to its actual and prospective investors, lenders, acquirers, merger partners or other business partners (each Page 14

a "Business Partner") if: (1) the Business Partner reasonably needs to know such information to pursue a business relationship that the disclosing Party considers material consistent with such Party's business practices (including, without limitation, for the purposes of due diligence on the disclosing Party); and (2) prior to disclosing this Agreement, the disclosing Party: (i) causes the Business Partner to execute and deliver to the disclosing Party a nondisclosure agreement (the "Business Partner NDA") that (a) requires the Business Partner to maintain the confidentiality of the terms of this Agreement on terms at least as restrictive as those set forth in Sections 1, 3 and 4 of the May 18, 2004 NDA and (b) explicitly designates the non-disclosing Party as an intended third-party beneficiary with the right to enforce the Business Partner NDA (including, without limitation, the right to seek any equitable remedy to enjoin the improper disclosure of any confidential information); and (ii) provides written notice to the non-disclosing Party that the disclosing Party has disclosed this Agreement to a Business Partner (without disclosing the identity of the Business Partner) in accordance with the terms of this Section 6.3(b); provided, however, that (except as otherwise provided in the May 18, 2004 NDA) under no circumstances shall any Party disclose to any Person Schedule 3 or the allocations set forth therein. Notwithstanding the foregoing, the Parties acknowledge that the May 18, 2004 NDA provides that nothing in such agreement "preclude[s] disclosures necessary to comply with accounting standards and applicable securities and other laws and regulations of the Securities and Exchange Commission ("SEC") or with the regulations of any applicable securities exchange" and that the Parties and/or their Affiliates may be required to disclose the financial terms of this Agreement in such Party's or its Affiliates' consolidated financial statements or in the footnotes thereof. Notwithstanding the foregoing, neither Party shall be required to enter into a Business Partner NDA with a Business Partner provided that such Party has, prior to the Effective Date and consistent with such Party's normal business practices, entered into a non-disclosure agreement with that Business Partner, which non-disclosure agreement will (i) at least require the Business Partner to maintain the confidential information received by such Party in confidence and to protect against the unauthorized disclosure of the confidential information disclosed to such Business Partner on terms consistent with the disclosing Party's normal business practices and (ii) not include any provision which expressly excludes third party beneficiaries. Such non-disclosure agreements will be considered a Business Partner NDA for the purposes of this Section 6.3. (c) Duty to Enforce Business Partner NDAs. If any Party discloses any confidential information to any Business Partner in accordance with Section 6.3(b), such disclosing Party shall ensure that all of its Business Partners maintain the confidentiality of such information in accordance with the terms of this Section 6.3 and the Business Partner NDA. If any Party, in good faith and based on facts known to it, determines that a Business Partner has, or may have, disclosed any information in breach of any Business Partner NDA or in violation of this Section 6.3, then such Party shall deliver written notice of such breach to the other Party, which notice will include specific information with respect to the breach and any information the notifying Party has with respect to the identity of the Person making the unauthorized disclosure. Upon receiving the such notice from the notifying Party: (1) the Parties shall immediately cooperate to mutually identify the Business Partner, if any, responsible for the unauthorized disclosure based on Page 15

reasonable evidence available to the Parties; (2) the disclosing Party shall provide to the notifying Party a true and complete copy of the Business Partner NDA between the breaching Business Partner and the disclosing Party immediately after the applicable Business Party is identified, if at all, by the Parties; and (3) the disclosing Party shall use commercially reasonable and diligent efforts to prevent further unauthorized disclosures by the breaching Business Partner. Section 6.4 Further Assurances. The Parties shall cooperate in good faith and exercise their reasonable best efforts to obtain all required Consents and to finalize and execute any and all other documents or agreements necessary to complete the Transactions on or prior to the Closing Date (or, as applicable, Supplemental Closing Date). Each Party shall, upon request, execute and deliver such documents and take such actions as may reasonably be requested by the other Party in order to effectuate the purposes of this Agreement. Section 6.5 [***] Repurchase Right. (a) [***] Option Subject to Section 6.5(b), Seller shall have the option (the "[***] Option") to repurchase from Buyer (and Buyer hereby agrees to sell) certain of the FCC Licenses and/or Spectrum Leases listed on Schedule 4 (the "[***] Option Channels") if, within the [***] following the Effective Date, Sprint Nextel Corporation, or its successor, assign or Affiliate (together "Sprint Nextel"), has: (1) purchased, or irrevocably committed to purchase, equipment in an aggregate amount equal to or greater than [***] to implement a [***] wireless broadband system utilizing the EBS and BRS spectrum (the [***] Plan"); and (2) begun to implement the [***] Plan by commercially deploying such system [***] (b) Limitation of [***] Option. Notwithstanding Section 6.5(a), Seller shall not have the right to repurchase any of the [***] Option Channels that: (1) Buyer or any of its successors, assigns or Affiliates have transferred, leased or subleased (or have entered into a written agreement or letter of intent to transfer, lease or sublease such [***] Option Channels) to an unaffiliated third party; (2) are being used by Buyer or any of its successors, assigns or Affiliates for services in their respective businesses; or (3) have been identified in writing by Buyer or any of its successors, assigns or Affiliates (whether in a deployment plan, engineering plan or other operational document used in such business) to be deployed for services in their respective businesses at any time within the [***] following the date of the [***] Option Notice. (c) Exercise of [***] Option. To exercise the [***] Option, on or prior to [***] following the Effective Date Sprint Nextel shall provide written notice (the "[***] Option Notice") to Buyer of Seller's election to repurchase some or all of the [***] Option Channels, which notice shall (a) specify the [***] Option Channels Seller desires to repurchase and (b) certify to Buyer that the conditions to the [***] Option set forth in Section 6.5(a) have been satisfied and that the [***] Plan is continuing. Within thirty (30) days after receiving the [***] Option Notice, Buyer shall provide written notice (the "[***] Availability Notice") to Sprint Nextel of those [***] Page 16

Option Channels identified in the [***] Option Notice which satisfy the conditions specified in Section 6.5(b) above and are available for repurchase by Seller in accordance with this Section 6.5 (the "Available [***] Option Channels"). Seller shall have thirty (30) days following the receipt of the [***] Availability Notice to select and notify Buyer, in writing of which Available [***] Option Channels Seller wishes to acquire (the "Selected [***] Option Channels"). Buyer shall sell, subject to the approval by the FCC and/or the applicable lessors under the Spectrum Leases, the Selected [***] Option Channels to Sprint Nextel at a purchase price (the "[***] Purchase Price") equal to [***]. The Parties will implement the [***] Option purchase through a purchase agreement with customary terms, and the closing of the purchase of the [***] Option Channels shall occur as soon as practicable after the Parties have received the required Consents from the FCC or any lessor under the Spectrum Leases. At such closing, (i) Seller shall pay the [***] Purchase Price to Buyer in immediately available funds via wire transfer to an account designated by Buyer and (ii) Buyer shall execute and deliver to Sprint Nextel customary transfer documents. Notwithstanding anything herein to the contrary, including the [***] Option, Buyer shall have the right to transfer, lease, sublease or otherwise dispose of, or enter into an agreement to do any of the foregoing, any of the [***] Option Channels prior to the Seller's delivery [***] Option Notice with respect to such [***] Option Channels pursuant to this Section 6.5 and in such event Seller's option to repurchase shall not apply to the applicable [***] Option Channels. Section 6.6 FCC Qualifications. Seller hereby covenants and agrees that prior to and through the Closing (or, as applicable, the final Supplemental Closing) it shall maintain all necessary qualifications to hold and to renew, as necessary, the FCC Licenses. Section 6.7 Consents. The Parties shall use commercially reasonable efforts and shall cooperate to prepare and promptly file with Governmental Authorities and other Persons all applications, notices, petitions and other documentation necessary to obtain the Consents. The Parties agree to cooperate to consolidate and file all applications, notices and petitions to be filed with the FCC in as few applications reasonably as possible. Each Party shall furnish to the other Party all information concerning such Party and its Affiliates reasonably required for inclusion in any application to be made in connection with the Transactions or to determine compliance with FCC Rules. Subject to Section 3.2(e), from the Effective Date and through the Closing (or, as applicable, the final Supplemental Closing), each Party shall use its best efforts to obtain Consents to assignment to the other Party of all of the Assets requiring Consent (including, without limitation, the Consents required to assign the Spectrum Leases as identified on Schedule 2). Section 6.8 [***] Page 17

* * * (b) For purposes of this Section 6.8, "Seller Adjacent Channels" means the channels identified on Schedule 5 and the channels under the FCC licenses and spectrum leases actually transferred to Seller pursuant to the Purchase and Sale Agreement, dated as of the date hereof, by and between Seller and Fixed Wireless Holdings, LLC. (c) If required by FCC Rules in connection with the transactions contemplated by Section 6.8(a), Seller will, file, or consent Buyer filing, such letter of no objection with the FCC in support of a request for Special Temporary Authority or other application requesting operational authority from the FCC. (d) The Parties will cooperate to negotiate a mutually agreeable separate expanded interference agreement as soon as practicable after the Effective Date. Section 6.9 Certain Affirmative Covenants. From the Effective Date and through the Closing (or, as applicable, the final Supplemental Closing), Seller shall (a) carry on its business with respect to the Assets as currently conducted and only in the ordinary course of business; (b) preserve the Assets in good standing and in full force and effect; (c) comply with all Laws applicable to the Assets; and (d) maintain in full force and effect the Assets, in each case, to the extent necessary to Seller's ability to consummate the Transactions. Section 6.10 Certain Negative Covenants. From the Effective Date and through the Closing (or, as applicable, the final Supplemental Closing), Seller shall not enter into any agreement, arrangement or understanding to, or otherwise, negotiate, offer or commit to: (a) sell, transfer, assign, lease or dispose of the Assets or of the spectrum subject to the FCC Licenses and Spectrum Leases or any interests therein or portion thereof; (b) create, incur or suffer to exist any Lien or other liability on the Assets or the spectrum subject to the FCC Licenses and Spectrum Leases or any interest therein; or (c) amend any Spectrum Lease without the prior written consent of Buyer. Section 6.11 Access. From the Effective Date to the Closing (or, as applicable, the final Supplemental Closing), Buyer, its representatives and advisors shall, during normal business hours have the right of reasonable access to and inspection of the books, records, and other documents specifically related to the Assets, as may be reasonably requested of and upon reasonable notice to Seller. Section 6.12 Publicity. Subject to the terms of the May 18, 2004 NDA, no Party shall issue any press release or public announcement concerning this Agreement or the Transactions Page 18

without obtaining the prior written approval of the other Party hereto, which approval will not be unreasonably withheld or delayed. Section 6.13 Transfer Taxes; FCC Filing Fees. Buyer shall pay in a timely manner all Transfer Taxes and FCC filing fees resulting from or payable in connection with the assignment and transfer of the Assets to Buyer pursuant to this Agreement, in each case regardless of the Person on whom such Transfer Taxes and/or FCC filing fees are imposed by Law. The Parties shall reasonably cooperate in providing information and executing and delivering documents necessary to reduce or eliminate such Transfer Taxes. Where Seller is required by law to remit the Transfer Taxes to the applicable Government Authority, Buyer shall promptly pay over the Transfer Taxes due and payable to Seller for timely remittance to the Government Authority. Where the relevant Law imposes a Transfer Tax on Seller but permits payment by Buyer, Buyer shall pay the Transfer Taxes to the applicable Government Authority and promptly provide a receipt, or other documentary evidence of payment as reasonably requested by Seller, to Seller. Section 6.14 Non-Solicitation of Lessors. (a) Seller Non-Solicitation Obligations. For so long as required pursuant to Section 6.14(c) and except as provided in Section 6.14(b), Seller and its Affiliates (i) shall immediately cease all direct and indirect communications with the lessors under the Spectrum Leases and (ii) shall not encourage or incite (by promising any financial consideration, promising any business relationship or otherwise) any third party to have any direct or indirect communications with the lessors under the Spectrum Leases. (b) Permitted Communications. Notwithstanding Section 6.14(a), Seller and its Affiliates may communicate with any lessor (i) for the purposes of obtaining the Consent of such lessor, (ii) as required in the ordinary course of carrying on its obligations under such Spectrum Leases, or (iii) to the extent that such communications do not relate to the Spectrum Leases. (c) Non-Solicitation Period. Seller's (and its Affiliate's) obligations under this Section 6.14 shall commence upon the Effective Date and continue until the earlier of (i) the date that this Agreement is terminated in accordance with Article 9, (ii) nine (9) months after the Closing or the Supplemental Closing at which the applicable Spectrum Lease is conveyed to the other Party, and (iii) September 30, 2007, with respect to any Spectrum Lease not conveyed at a Closing or Supplemental Closing on or before such date. ARTICLE 7 CONDITIONS TO CLOSING Section 7.1 Conditions to the Obligations of Both Parties. Each Party's obligation to consummate the Transactions is subject to the satisfaction or waiver, on or prior to Closing Date (or, as applicable, any Supplemental Closing Date), of each of the following conditions, as applicable to the Party specified: (a) The FCC shall have approved the application for consent to the assignment of the FCC Licenses and Spectrum Leases to the applicable Party (or its Page 19

designee) without conditions adverse to such Party, such approval shall have become a Final Order, and such Final Order shall be in full force and effect without modifications. (b) All other notices, filings and Consents required to be made or obtained prior to the Closing (or, as applicable, Supplemental Closing) by either Party or any of its respective Affiliates with any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the Transactions shall have been made or obtained. (c) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, nor any Law promulgated or enacted by any Governmental Authority, shall be in effect that would impose material limitations on the ability of either Party to consummate the Transactions. Section 7.2 Conditions to the Obligations of Seller. Seller's obligation to consummate the Transactions contemplated by this Agreement are subject to the satisfaction or waiver, on or prior to the Closing Date (or, as applicable, Supplemental Closing Date), of each of the following conditions: (a) The representations and warranties of Buyer contained herein shall be true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct) as of the Closing (or, as applicable, Supplemental Closing) as if made on and as of the Closing Date (or, as applicable, Supplemental Closing Date) (except that representations and warranties that are made as of a specific date need be so true and correct only as of such date), and Seller shall have received a certificate to such effect dated the Closing Date (or, as applicable, Supplemental Closing Date) and executed by a duly authorized officer of Buyer. (b) The covenants and agreements of Buyer to be performed under this Agreement on or prior to the Closing (or, as applicable, Supplemental Closing) shall have been duly performed in all material respects, and Seller shall have received a certificate to such effect dated the Closing Date (or, as applicable, Supplemental Closing Date) and executed by a duly authorized officer of Buyer. (c) Buyer having delivered to Seller all of the certificates, documents, instruments and other items required to be delivered to Seller pursuant to Section 3.4, including, without limitation, Buyer's delivery to Seller of the Purchase Price. Section 7.3 Conditions to the Obligations of Buyer. Buyer's obligation to consummate the Transactions contemplated by this Agreement are subject to the satisfaction or waiver, on or prior to the Closing Date (or, as applicable, Supplemental Closing Date), of each of the following conditions: (a) The representations and warranties of Seller contained herein shall be true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct) as of the Closing (or, as applicable, Supplemental Closing) as if made on and as of the Closing Date (or, as applicable, Supplemental Closing Date) (except that representations and warranties that Page 20

are made as of a specific date need be so true and correct only as of such date), and Buyer shall have received a certificate to such effect dated the Closing Date (or, as applicable, Supplemental Closing Date) and executed by a duly authorized officer of Seller; provided, however, that, with respect to the representations and warranties set forth in Sections 4.4 and 4.5, such representations and warranties and the certificates relating thereto as required under this section shall only apply with respect to the Assets subject to the Closing (or, as applicable, Supplemental Closing). (b) The covenants and agreements of Seller to be performed under this Agreement on or prior to the Closing (or, as applicable, Supplemental Closing) shall have been duly performed in all material respects, and Buyer shall have received a certificate to such effect dated the Closing Date (or, as applicable, Supplemental Closing Date) and executed by a duly authorized officer of Seller; provided, however, that, with respect to the covenants and/or agreements relating to specific Assets, such covenants and agreements and any certificates relating thereto shall only apply with respect to the Assets subject to the Closing (or, as applicable, Supplemental Closing). (c) Seller having delivered to Buyer, as applicable, all of the certificates, documents, instruments and other items required to be delivered to Buyer pursuant to Section 3.3. ARTICLE 8 TERMINATION Section 8.1 Termination. This Agreement may be terminated and the Transactions thereby abandoned at any time prior to the Closing: (a) by mutual written consent of Buyer and Seller; (b) by any Party if the Closing shall not have occurred on or before September 30, 2006; (c) by any Party if there shall be any Law, regulation or FCC Rule that makes consummation of the Transactions illegal or otherwise prohibited; (d) by any Party if any of the conditions to the obligations for the Parties set forth in Section 7.1 shall have become incapable of fulfillment other than as a result of a breach by the terminating Party of any covenant or agreement contained in this Agreement; (e) by Seller if any of the conditions to the obligations of Seller set forth in Section 7.2 shall have become incapable of fulfillment other than as a result of a breach by Seller of any covenant or agreement contained in this Agreement; (f) by Buyer if any of the conditions to the obligations of Buyer set forth in Section 7.3 shall have become incapable of fulfillment other than as a result of a breach by Buyer of any covenant or agreement contained in this Agreement; Page 21

(g) by any Party upon the material breach of a representation, warranty or covenant in this Agreement by the other party if such breach is not cured within thirty (30) days following written notice by the non-breaching party which notice shall describe the breach; provided, however, that termination by a non-breaching Party for the breach of a material representation and warranty as to a specific FCC License, Spectrum Lease or Asset shall only serve to terminate the Agreement with respect to such FCC License, Spectrum Lease or Asset and shall not serve to terminate the entire Agreement; and (h) by any Party, if the Transaction Agreement, dated as of the date hereof, by and among Seller, Buyer and Fixed Wireless Holdings LLC shall have been terminated in accordance with its terms other than as a result of a breach by terminating Party (or its Affiliates) of any covenant or agreement contained in such Transaction Agreement. A Party desiring to terminate this Agreement pursuant to this Section 8.1 shall give written notice thereof to the other Party specifying the provision hereof pursuant to which the Agreement is terminated. Section 8.2 Effect of Termination. In the event of a valid termination of this Agreement on our before the Closing, the Agreement shall become null and void and of no further force and effect and neither Party shall have any liability or further obligation to the other, except that: (a) nothing herein will relieve a Party from liability for any breach by such Party of this Agreement; provided, however, that, with respect to any breach by Seller of a representation and warranty as to a specific FCC License, Spectrum Lease or Asset, if such representation and warranty became untrue after the Effective Date through no fault of the Seller (or any of such Party's Affiliates, or any of their respective officers, directors, employees, agents, or representatives), then the sole remedy of the Buyer shall be to (1) terminate this Agreement solely with respect to such FCC License, Spectrum Lease or Asset or (2) adjust the Purchase Price in accordance with Section 3.2(b) based on the amount allocated to such FCC License, Spectrum Lease or Asset as set forth in Schedule 3; and (b) the provisions of Sections 4.7, 5.5, 6.3 and 6.12 and Articles 8, 9 and 10 shall survive the termination of this Agreement. For the avoidance of doubt, the May 18, 2004 NDA shall survive any termination of this Agreement. ARTICLE 9 SURVIVAL AND REMEDIES Section 9.1 Survival. The representations and warranties and covenants and other agreements contained in this Agreement shall survive the Closing (or, as applicable, the Supplemental Closing) until [***] after the Closing Date (or, as applicable, the Supplemental Closing Date) and shall expire at such time; provided, however, that the covenants and other agreements set forth in Section 6.5 shall survive until [***] after the earlier of the date that the transactions contemplated thereby have been consummated or the rights Page 22

described therein have expired; provided, further, that the covenants and other agreements set forth in Sections 6.3 and 6.12 and Articles 8, 9 and 10 shall survive [***] Notwithstanding the foregoing, such representations and warranties and covenants and other agreements shall not terminate with respect to any item as to which the Party to be indemnified shall have, before the expiration of the applicable survival period, previously made a bona fide claim by delivering proper notice of such claim in accordance with Section 9.4 or Section 9.5. Section 9.2 Seller Indemnification. Seller shall indemnify and hold harmless Buyer, Buyer, their respective agents, successors and assigns from and against any and all Damages based upon, attributable to or resulting from: (a) except as otherwise provided herein, the failure of any representation or warranty of Seller as set forth in this Agreement to be true and correct as of the dates made; (b) the breach of any covenant or other agreement on the part of Seller under this Agreement; (c) the ownership and operation of the Assets prior to the Closing Date (or, as applicable, the Supplemental Closing Date); (d) any Excluded Assets or Excluded Liabilities. Section 9.3 Buyer Indemnification. Buyer shall indemnify and hold harmless Seller and its agents, successors and assigns from and against any and all Damages based upon, attributable to or resulting from: (a) except as provided otherwise herein, the failure of any representation or warranty of Buyer set forth in this Agreement to be true and correct as of the dates made; (b) the breach of any covenant or other agreement on the part of Buyer under this Agreement; (c) the ownership and operation of the Assets following the Closing (or, as applicable, the Supplemental Closing) provided, however [***] the indemnification obligation pursuant to this subsection (e) shall include the [***] for the time period between Closing (or, as applicable, Supplemental Closing) and the closing of [***] by Seller only; and (d) any Assumed Liabilities. Section 9.4 Third Party Claims. (a) In the event that any Claim by any third Person, the indemnified Party shall reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying Page 23

Party. The indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder; provided, however, that the indemnifying Party shall not, without the consent of the indemnified Party, enter into any settlement, compromise or discharge of a Claim that by its terms (i) includes injunctive or other non-monetary relief that adversely affects the indemnified Party in any material respect; (ii) does not release the indemnified Party completely in connection with such Claim, or (iii) would otherwise adversely affect the indemnified Party in any material respect. If the indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, it shall within fifteen (15) days (or sooner, if the nature of the Claim so requires) notify the indemnified Party of its intent to do so. If the indemnifying Party shall assume the defense of any Claim, the indemnified Party may participate, at its own expense, in the defense of such Claim; provided, however, that such indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying Party if (i) so requested by the indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the indemnified Party, a conflict or potential conflict exists between the indemnified Party and the indemnifying Party that would make such separate representation advisable; and provided, further, that the indemnifying Party shall not be required to pay for more than one such counsel for all indemnified Parties in connection with any Claim. (b) If the indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, fails to notify the indemnified party of its election as herein provided or disputes its obligation to indemnify the indemnified Party for such Damages under this Agreement, the indemnified Party may defend against, negotiate, settle or otherwise deal with such Claim; provided, however, that the indemnified Party shall not, without the consent of the indemnifying Party, enter into any settlement, compromise or discharge of a Claim that by its terms includes injunctive or other non-monetary relief that adversely affects the indemnifying Party in any material respect. If the indemnified Party defends any Claim, then the indemnifying Party shall reimburse the indemnified Party for the Damages, including without limitation, the reasonable expenses incurred by the indemnified Party in defending such Claim upon submission of periodic bills, subject to the dispute of such Damage amounts as provided in Section 9.4(c). (c) If the indemnifying Party disputes the amount of any Damages ("Damages Dispute") payable by the indemnifying party pursuant to Section 9.4(b), the indemnifying Party shall notify the indemnified Party of such disagreement within fifteen (15) days of the receipt of the Claim. Thereupon, the indemnified Party and the indemnifying Party will negotiate in good faith and use reasonable efforts to resolve their differences with respect to the Damages presented in such Claim during the thirty (30) days following the indemnifying Party's notice of disagreement to the indemnified Party. In the event such dispute is not resolved upon the expiration of the thirty (30) day period following the indemnifying Party's notice of disagreement to the indemnified Party, either Party shall be entitled to immediately proceed to file an action in any appropriate court to seek such Page 24

relief that is appropriate and reasonably necessary to protect that Party's rights. If final adjudication of the Damages Dispute results in a decision in favor of the indemnifying Party, the indemnified Party shall not be entitled to reimbursement for any expense that may be incurred in defending such Damages Dispute. (d) The Parties agree to cooperate fully with each other in connection with the defense, negotiation, or settlement of any Claim by a third Person. (e) After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified Party and the indemnifying Party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified Party shall forward to the indemnifying Party notice of any sums due and owing by the indemnifying Party pursuant to this Agreement with respect to such matter. (f) The failure of the indemnified Party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying Party's obligations with respect thereto except to the extent that the indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. Section 9.5 Other Claims. Any indemnifiable Claim hereunder that is not a Claim by a third Person shall be asserted by the indemnified Party by promptly delivering written notice thereof (including the basis of the Claim and the amount thereof, if known and quantifiable) to the indemnifying Party. The failure of the indemnified Party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying Party's obligations with respect thereto except to the extent that the indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. If the indemnifying Party does not respond to such notice within sixty (60) days after its receipt, it shall have no further right to contest the validity of such claim. Section 9.6 Calculation of Losses; Limitation of Liability; Remedies. (a) The amount of any Damages for which indemnification is provided under this Article 9 shall be (i) net of any amounts actually recovered by the indemnified Party under such Party's insurance policies with respect to such Damages, (ii) net of any amounts actually recovered from any third Person (by contribution, indemnification or otherwise) with respect to such Damages, and (iii) adjusted for Taxes so as to put the indemnified Party in the same pre-tax financial position as it would have been had the other Party's representations and warranties hereunder been true and correct in all respects, the other Party's covenants and agreements been performed in full, and any other event giving rise to Damages had not occurred. Any indemnification payment made pursuant to this Article 9 shall be treated as an adjustment to the Purchase Price for U.S. Federal income tax purposes. (b) Subject to Section 9.6(e), the aggregate indemnification obligations of Seller pursuant to Sections 9.2(a) and (b) shall not exceed the lesser of [***] Page 25

[***] or the Purchase Price actually received by Seller in accordance with Section 3.4(a) (as and when received), and the aggregate indemnification obligations of Buyer pursuant to Sections 9.3(a) and (b) shall not exceed [***] No Party shall be liable to the other Parties pursuant to Section 9.2 or Section 9.3, as applicable, unless and only to the extent that the aggregate Damages suffered by the indemnified Party, collectively, exceeds [***] (c) Subject to Section 9.6(e), the Parties acknowledge that their sole and exclusive remedy for monetary damages after the Closing with respect to any and all claims under this Agreement (other than claims of, or causes of action arising from, actual fraud) shall be pursuant to the indemnification provisions set forth in this Article 9. (d) SUBJECT TO SECTION 9.6(E), IN NO EVENT SHALL ANY PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF A BREACH OF THIS AGREEMENT, EVEN IF ADVISED AT THE TIME OF BREACH OF THE POSSIBILITY OF SUCH DAMAGES. (e) Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 9.6(b), (c), and (d) will not apply to, or in any way limit or restrict, any Claim by either Party for the other Party's breach of its obligations under Section 6.3. ARTICLE 10 MISCELLANEOUS Section 10.1 Entire Agreement. Except for the May 18, 2004 NDA, this Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to the subject matter hereof. Section 10.2 No Other Representations or Warranties. Except for the representations and warranties set forth in Articles 4 and 5, no Party is making any representations or warranties, written or oral, statutory, express Or implied, in relation to the Assets, the Assumed Liabilities or the Transactions. Section 10.3 Amendments and Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (in the case of an amendment) by Seller and Buyer or (in the case of a waiver) by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Section 10.4 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed, except that either Party may assign its Page 26

rights under this Agreement to any direct or indirect subsidiary or affiliate and any entity that acquires or otherwise merges or consolidates with the assigning Party, upon delivery of written notice to the other Party. Section 10.5 Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given or made (i) upon delivery if delivered personally (by courier service or otherwise), as evidenced by written receipt or other written proof of delivery (which may be a printout of the tracking information of a courier service that made such delivery), (ii) upon confirmation of dispatch if sent by facsimile transmission (which confirmation shall be sufficient if shown by evidence produced by the facsimile machine used for such transmission), in each case to the applicable addresses set forth below (or such other address which either Party may from time to time specify); or (iii) the next business day if sent by overnight delivery via a reliable express delivery service: If to Seller: [***] With a Copy to: [***] If to Buyer: Clearwire Spectrum Holdings LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Attention: Benjamin G. Wolff Phone: 425-828-8600 Facsimile: (425) 828-8061 With a copy to: Davis Wright Tremaine LLP Page 27

2600 Century Square 1501 Fourth Avenue Seattle, WA 98112 Attention: Julie Weston, Esq. Phone: 206-903-3918 Facsimile: 206-628-7699 Section 10.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal Laws of New York, without reference to the choice of law principles thereof. Section 10.7 Attorney's Fees. In any legal proceeding by a Party to enforce its rights under this Agreement against the other Party, the Party prevailing in such proceeding will be entitled to recover its reasonable attorney's fees and costs from the other Party. Section 10.8 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, the Parties shall bear their respective expenses (including, but not limited to, all compensation and expenses of counsel, financial advisors, consultants, actuaries and independent accountants) incurred in connection with this Agreement and the Transactions. Section 10.9 Invalidity. In the event that any of the provisions contained in this Agreement or in any other instrument referred to herein, shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or such other instrument and such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability, unless the consummation of the Transactions is impaired thereby. Section 10.10 Force Majeure. No Party will be liable for any nonperformance under this Agreement due to causes beyond its reasonable control that could not have been reasonably anticipated by the non-performing Party and that cannot be reasonably avoided or overcome; provided that the non-performing party gives the other Party prompt written notice of such cause, and in any event, within fifteen (15) calendar days of its discovery. Section 10.11 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 10.12 Headings. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. [SIGNATURE PAGE FOLLOWS] Page 28

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written. NEXTEL SPECTRUM ACQUISITION CORP. By: [***] ------------------------------------- Name: [***] Title: Senior Vice President CLEARWIRE SPECTRUM HOLDINGS LLC By: /s/ Benjamin G. Wolff ------------------------------------ Name: Benjamin G. Wolff Title: Executive Vice-President Page 29

EXHIBIT A FORM OF INSTRUMENT OF ASSIGNMENT FOR LICENSES INSTRUMENT OF ASSIGNMENT (the "Instrument of Assignment"), dated as of _____________________, 200____, by and between Nextel Spectrum Acquisition Corp., a Delaware Corporation ("Assignor"), and Clearwire Spectrum Holdings LLC, a Nevada limited liability company ("Assignee"). Capitalized terms used herein without definition shall have the respective meanings assigned to them in the Purchase Agreement (as defined below). WHEREAS, Assignor and Assignee have entered into a Purchase and Sale Agreement (the "Purchase Agreement"), dated as of___________________________, 2005, pursuant to which, among other things, Assignor agreed to convey to Assignee, and Assignee agreed to acquire, the FCC licenses set forth on Annex A hereto (the "Licenses"); WHEREAS, Assignor and Assignee have filed an application with the FCC requesting the assignment of the Licenses to Assignee; and WHEREAS, the FCC has granted an application for the assignment of the Licenses. NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants, conditions, and agreements in the Purchase Agreement and hereinafter set forth, the Parties agree as follows: 1. Assignment. Subject to the terms and conditions of the Purchase Agreement, for valuable consideration, receipt of which is hereby acknowledged, Assignor, intending to be legally bound, does hereby sell, assign, transfer, convey, and deliver to Assignee, its successors and assigns forever, all right and interest of Assignor in and to the Licenses, free and clear of all Liens. 2. Terms of Purchase Agreement Control. Nothing contained in this Instrument of Assignment shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge, or in any way affect the provisions of the Purchase Agreement, including the warranties, covenants, agreements, conditions and representations contained in the Purchase Agreement and, in general, any of the rights and remedies, and any of the obligations and indemnifications, of Assignor or Assignee set forth in the Purchase Agreement. 3. Further Assurances. Assignor and Assignee covenant and agree, in connection with the Purchase Agreement and this Instrument of Assignment, to promptly execute and deliver all additional documents and instruments and perform all additional acts that, in each case, are reasonably necessary and desirable to effectuate and perform the provisions of this Instrument of Assignment, including, without limitation, the assignments provided for in Section 1 hereof. 4. Miscellaneous. This Instrument of Assignment (a) is executed pursuant to the Purchase Agreement and may be executed in counterparts, each of which as so executed shall be deemed to be an original, but all of which together shall constitute one Exhibit A

instrument, (b) shall be governed by and in accordance with the internal Laws of the State of New York, without regard to the principles of conflicts of law thereof and (c) shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Exhibit A Page 2

IN WITNESS WHEREOF, Assignor and Assignee have each caused this Instrument of Assignment to be duly executed and delivered as of the date first above written. NEXTEL SPECTRUM ACQUISITION CORP. By: _____________________________________ Name: ___________________________________ Title: __________________________________ CLEARWIRE SPECTRUM HOLDINGS LLC By: _____________________________________ Name: Benjamin G. Wolff Title: Executive Vice-President Exhibit A Page 3

EXHIBIT B FORM OF ASSIGNMENT AND ASSUMPTION FOR SPECTRUM LEASES THIS ASSIGNMENT AND ASSUMPTION (this "Assignment and Assumption") is entered into effective as of the________day of_____________________, 200____, by and between Nextel Spectrum Acquisition Corp., a Delaware Corporation ("Assignor"), and Clearwire Spectrum Holdings LLC, a Nevada limited liability company ("Assignee"), pursuant to that certain Purchase and Sale Agreement (the "Purchase Agreement") dated as of________________________, 2005, by and among Assignor and Assignee and others, pursuant to which, among other things, Assignor agreed to assign, and Assignee agreed to assume, certain of Assignor's liabilities and obligations. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants, conditions, and agreements in the Purchase Agreement and hereinafter set forth, the Parties agree as follows: 1. Assignment. Subject to the terms and conditions of the Purchase Agreement, for valuable consideration, Assignor does hereby assign, grant, transfer, convey, and set over unto Assignee all of Assignor's rights, title and interest in and to the contracts set forth on Annex A hereto (the "Transferred Contracts"), free and clear of all Liens. 2. Assumption. Subject to the terms of the Purchase Agreement, for valuable consideration, Assignee hereby undertakes, assumes and agrees to perform, pay or discharge when and as due all of the Assumed Liabilities (including, without limitation, all liabilities of Assignor or its Affiliates under the Transferred Contracts that arise, are incurred, or are required to be performed from and after the date hereof). 3. Terms of Purchase Agreement Control. Nothing contained in this Assignment and Assumption shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge, or in any way affect the provisions of the Purchase Agreement, including the warranties, covenants, agreements, conditions and representations contained in the Purchase Agreement and, in general, any of the rights and remedies, and any of the obligations and indemnifications, of Assignor or Assignee set forth in the Purchase Agreement. 4. Further Assurances. Assignor and Assignee covenant and agree, in connection with the Purchase Agreement and this Assignment and Assumption, to promptly execute and deliver all additional documents and instruments and perform all additional acts that, in each case, are reasonably necessary and desirable to effectuate and perform the provisions of this Assignment and Assumption, including, without limitation, the assignments provided for in Section 1 hereof and the assumptions provided for in Section 2 hereof. 5. Miscellaneous. This Assignment and Assumption (a) is executed pursuant to the Purchase Agreement and may be executed in counterparts, each of which as so Exhibit B

executed shall be deemed to be an original, but all of which together shall constitute one instrument, (b) shall be governed by and in accordance with the internal Laws of the State of New York, without regard to the principles of conflicts of law thereof and (c) shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Exhibit B Page 2

IN WITNESS WHEREOF, Assignor and Assignee have each caused this Assignment and Assumption to be duly executed and delivered as of the date first above written. NEXTEL SPECTRUM ACQUISITION CORP. By: ____________________________________ Name: __________________________________ Title: _________________________________ CLEARWIRE SPECTRUM HOLDINGS LLC By: ____________________________________ Name: Benjamin G. Wolff Title: Executive Vice-President Exhibit B Page 3

EXHIBIT C FORM OF BILL OF SALE THIS BILL OF SALE (this "Bill of Sale") is made effective as of the______day of ____________, 200___, by Nextel Spectrum Acquisition Corp., a Delaware Corporation ("Grantor"), for the benefit of Clearwire Spectrum Holdings LLC, a Nevada limited liability company ("Grantee"). WHEREAS, Grantor and Grantee entered into that certain Purchase and Sale Agreement (the "Purchase Agreement") dated as of_____________, 2005, pursuant to which Grantor agreed to, among other things, sell, assign, transfer, convey and deliver to Grantee certain assets. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement; WHEREAS, Grantor and Grantee entered into that certain Instrument of Assignment, dated as of the date hereof, whereby Grantor assigned to Grantee the FCC licenses designated therein (the "Transferred FCC Licenses"); WHEREAS, Grantor and Grantee entered into that certain Assignment and Assumption, dated as of the date hereof, whereby Grantor assigned to Grantee the contracts designated therein (the "Transferred Contracts"); and WHEREAS, pursuant to the terms of the Purchase Agreement, Grantor desires to assign to Grantee all of the Assets (other than the FCC Licenses and Spectrum Leases) that are used in relation to the Transferred FCC Licenses and/or Transferred Contracts and not used in relation to any Asset to be conveyed to the Grantee after the date hereof (the "Transferred Related Assets"). NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants, conditions, and agreements in the Purchase Agreement: 1. Sale. For valuable consideration, Grantor hereby sells, assigns, transfers, conveys and delivers to Grantee all of Grantor's right, title and interest in, to and under the Transferred Related Assets free and clear of all Liens. 2. Terms of Purchase Agreement Control. Nothing contained in this Bill of Sale shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge, or in any way affect the provisions of the Purchase Agreement, including the warranties, covenants, agreements, conditions and representations contained in the Purchase Agreement and, in general, any of the rights and remedies, and any of the obligations and indemnifications, of Assignor or Assignee set forth in the Purchase Agreement. 3. Miscellaneous. This Bill of Sale (a) is executed pursuant to the Purchase Agreement and may be executed in counterparts, each of which as so executed shall be deemed to be an original, but all of which together shall constitute one instrument, (b) shall be governed by and in accordance with the internal Laws of the State of New York, without regard to the principles of conflicts of law thereof and (c) shall be binding upon Exhibit C

the Grantor and inure to the benefit of the Grantee and their respective successors and permitted assigns. IN WITNESS WHEREOF, Grantor has caused this Bill of Sale to be duly executed and delivered as of the date first above written. NEXTEL SPECTRUM ACQUISITION CORP. By:_______________________________ Name:_____________________________ Title:____________________________ Exhibit C Page 2

EXHIBIT D FORM OF OFFICER'S CERTIFICATE This OFFICER'S CERTIFICATE (this "Certificate") is made by [Nextel Spectrum Acquisition Corp., a Delaware corporation ("Seller")][Clearwire Spectrum Holdings LLC, a Nevada limited liability company ("Buyer")] for the benefit of [Nextel Spectrum Acquisition Corp., a Delaware corporation ("Seller")] [Clearwire Spectrum Holdings LLC, a Nevada limited liability company ("Buyer")] pursuant to that certain Purchase and Sale Agreement, dated as of_______________, 2005 (the "Purchase Agreement"), by and among Seller and Buyer. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. Pursuant to Sections [7.2(a) and 7.2(b)] [7.3(a) and 7.3(b)] of the Purchase Agreement, [Seller] [Buyer] does hereby certify that: 1. The representations and warranties of [Seller] [Buyer] (except those with respect to [FCC Licenses or Spectrum Leases] that are no longer legally available to transfer through no fault of [Seller] [Buyer]) contained in the Purchase Agreement are true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which are true and correct) as of the date hereof (except for those representations and warranties that were made as of a specific date need be so true and correct only as of such date)[; [provided, however, that, with respect to the representations and warranties set forth in Sections 4.4 and 4.5, this certificate shall only apply with respect to the Assets subject to the [Closing] [Supplemental Closing] that occurred on the date hereof(1)]. 2. The covenants and agreements of [Seller] [Buyer] (except those with respect to [FCC Licenses or Spectrum Leases] that are no longer legally available to transfer through no fault of [Seller]) to be performed under the Purchase Agreement on or prior to the date hereof have been duly performed in all material respects[; provided, however, that, with respect to the covenants and/or agreements relating to specific Assets, this certificate shall only apply with respect to the Assets subject to the [Closing] [Supplemental Closing] that occurred on the date hereof(2)]. IN WITNESS WHEREOF, [Seller] [Buyer] has executed and delivered this Certificate as of this______day of_____________, 200______ [Seller][Buyer] By:_______________________________ Name:_____________________________ Title:____________________________ ---------- (1) Bracketed proviso applies only the Seller's form of certificate. (2) Bracketed proviso applies only the Seller's form of certificate. Exhibit D

EXHIBIT E FORM OF SECRETARY'S CERTIFICATE In accordance with [Section 3.3(e)] [Section 3.4(e)] of that certain Purchase and Sale Agreement, dated as of_________________, 2005 (the "Purchase Agreement"), by and among Nextel Spectrum Acquisition Corp., a Delaware corporation ("Seller"), and Clearwire Spectrum Holdings LLC, a Nevada limited liability company ("Buyer"), the undersigned, on behalf of [Seller] [Buyer], does hereby certify to [Seller] [Buyer], as of the date hereof, that: 1. Attached hereto as Annex-1 is a true and correct copy of the [Certificate of Incorporation of Seller] [Certificate of Formation of Buyer] as filed with the Secretary of State of [Delaware] [Nevada], which has not been amended, modified, repealed or rescinded and is in full force and effect as of the date hereof. 2. Attached hereto as Annex-2 is a true and correct copy of the [Bylaws of Seller, adopted by the Board of Directors of Seller] [Limited Liability Company Agreement of Buyer, adopted by the Members of Buyer], which ha[s][ve] not been amended, modified, repealed or rescinded and [is] [are] in full force and effect as of the date hereof. 3. [Attached hereto as Annex-3 is a true and correct copy of the [written action] [resolutions] adopted by the board of directors of Clearwire Corporation, as the sole member of Buyer, which has not been amended, modified, repealed or rescinded and is in full force and effect as of the date hereof, authorizing the execution of the Purchase Agreement and the consummation of the transactions contemplated thereby.](3) 4. The officers of [Seller] [Buyer] whose names and signatures appear on the Incumbency Schedules attached to this Secretary's Certificate as Annex-4 are duly elected or appointed, qualified, and acting officers of [Seller] [Buyer], holding on the date hereof the offices set opposite their respective names, and the signatures opposite their names are their own genuine signatures. IN WITNESS WHEREOF, [Seller] [Buyer] has executed and delivered this Secretary's Certificate as of this______day of___________, 200______. [Seller][Buyer] By:_______________________________ Name:_____________________________ Title:____________________________ ---------- (3) This transaction will not be approved by Seller's board as it is within the ordinary course of Seller's business operations. Exhibit F

EXHIBIT F FORM OF CONSENT TO ASSIGNMENT NEXTEL SPECTRUM ACQUISITION CORP. [_____________, 200_] [Lessor Name] [Lessor Address] ___________________________ ___________________________ Re: [Lease], dated [__________________, ______], by and between [Lessor] and [Lessee] (the "Lease") Ladies and Gentlemen: Nextel Spectrum Acquisition Corp. ("Assignor") and Clearwire Spectrum Holdings, LLC ("Assignee") are parties to that certain Purchase and Sale Agreement, dated [__________________, 2005] (the "Purchase Agreement"), pursuant to which, among other things, Assignor desires to assign, and Assignee desires to assume, all of Assignor's right, title and interest in, to and under the Lease (the "Assignment"). Section [ ] of the Lease requires your consent to the Assignment. Accordingly, we hereby request your consent to the Assignment pursuant to the terms and conditions set forth in the Purchase Agreement. By signing below, you hereby consent to the Assignment and release Assignor from performance of all obligations of Assignor under the Lease. This Consent to Assignment is conditioned upon, and shall not be effective until, the consummation of the Assignment in accordance with the terms of the Purchase Agreement. This Consent does not constitute a consent to any subsequent assignment. Your consideration of this matter is appreciated. Should you have any questions or comments, please do not hesitate to call [contact] at [phone number]. Very truly yours, [Assignor Officer] ACKNOWLEDGED and AGREED, this____day of___________, 2005. [Lessor] By:_____________________________ Name:___________________________ Title:__________________________ Exhibit F

EXHIBIT G

EXECUTION COPY FIRST AMENDMENT This First Amendment (this "First Amendment"), dated as of December 12, 2005, is entered into by and between Nextel Spectrum Acquisition Corp., a Delaware corporation ("Seller") and Clearwire Spectrum Holdings LLC, a Nevada limited liability company ("Buyer"). RECITALS A. This First Amendment amends that certain Purchase and Sale Agreement (the "Agreement"), dated as of October 24, 2005, by and among Seller and Buyer. Capitalized terms used, but not defined, in this First Amendment have the meanings ascribed to such terms in the Agreement. B. Pursuant to the rules of the Federal Communications Commission ("FCC"), all site specific BRS licenses that have a [***] prefix (the [***] Licenses") have been incorporated into their related basic trading area BRS licenses (the "BTA Licenses"), and, as a result, all [***] Licenses have ceased to separately exist. Therefore, all the frequencies formerly associated with the [***] Licenses are now associated with their corresponding BTA Licenses reflected on the revised schedule 1 to the Agreement attached hereto as Exhibit A. C. Seller and Buyer desire to amend the Agreement: pursuant to Section 10.3 of the Agreement in order to reflect that, pursuant to FCC Rules, the [***] Licenses that are listed on Schedule 1 to the Agreement have been incorporated into their related BTA Licenses. AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, Seller and Buyer agree as follows: ARTICLE I AMENDMENTS Section 1.1 FCC Licenses Schedule. Schedule 1 of the Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. Section 1.2 Treatment of [***] Licenses. For all purposes under the Agreement, all [***] Licenses will be deemed to be incorporated with and into their related BTA Licenses as indicated by the amended and restated Schedule 1 of the Agreement, which is attached hereto as Exhibit A. In order to calculate the value allocated to any BTA License (including, without limitation, such calculations for purposes of determining the satisfaction of the Closing Conditions set forth in Section 3.2(a) of the Agreement, any adjustments to the Purchase Price pursuant to Section 3.2(b) of the Agreement, any allocation [***] of the Purchase Price pursuant to Section 3.6 of the Agreement and the calculation of the [***] Purchase Price pursuant to Section 6.5(c)), such value shall include the value of the related [***] Licenses. By way of example and for purposes of illustration only, the value allocated to the BTA License for [***] shall equal [***] which is the aggregate of the original value of [***] attributed to that BTA License and the original values for the related [***] Licenses of

[***] respectively. ARTICLE II MISCELLANEOUS Section 2.1 Acknowledgment. Buyer and Seller acknowledge and agree that the merger of the KNS Licenses with and into the related BTA Licenses and the resulting extinguishment of such KNS Licenses shall not constitute a breach of any representation, warranty or covenant of Buyer or Seller under the Agreement, including, without limitation, Sections 4.4,4.9,6.1,6.9,6.10,7.3 and 9.2(a) of the Agreement. Section 2.2 Affirmation of Agreement. Except as expressly amended hereby, all terms, conditions and provisions of the Agreement are hereby reaffirmed and shall remain in full force and effect. Section 2.3 Governing Law. This First Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law principles thereof. Section 2.4 Headings. The headings contained in this First Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this First Amendment. Section 2.5 Counterparts. This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. [Remainder of Page Blank - Signature Page Follows] 2

IN WITNESS WHEREOF, Seller and Buyer have duly executed this First Amendment as of the date first written above NEXTEL SPECTRUM ACQUISITION CORP. By: [***] ------------------------------ Name: [***] Title: VP CLEARWIRE SPECTRUM HOLDINGS LLC By: /s/ Ben Wolff ------------------------------ Name: Ben Wolff Title: Executive Vice President

EXHIBIT 10.45 BUNDLED WIRELESS BROADBAND SERVICES AGREEMENT THIS BUNDLED WIRELESS BROADBAND SERVICES AGREEMENT (this "AGREEMENT") is made and entered into effective the 23 day of November, 2005 (the "EFFECTIVE DATE"), by and between America Online, Inc., a Delaware corporation ("AOL"), and Clearwire LLC, a Nevada limited liability company ("CLEARWIRE"). Clearwire and AOL may be referred to herein individually as a "PARTY" and collectively as "PARTIES." Capitalized terms used but not defined herein shall have the respective meanings given to them in Exhibit A. WHEREAS, Clearwire, directly and through its Affiliates, operates wireless broadband systems and facilities capable of delivering certain wireless broadband data services to customers, including highspeed Internet access; WHEREAS, AOL is an Internet service provider that offers to its subscribers value-added on-line services including email, chat, message boards, shopping, instant messaging, internet access and other subscriber applications, content, and associated services including premium content and functionality using branding owned or controlled by AOL or an AOL Affiliate, or using all or a portion of AOL's or an AOL Affiliate's network or backend systems; WHEREAS, AOL and Clearwire mutually desire to make available the AOL Service to End Users in the Initial Markets via the Clearwire Wireless Broadband Network; and NOW, THEREFORE, in consideration of the foregoing and the promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AOL and Clearwire agree as follows: 1. MARKETING AND DISTRIBUTION OF THE BUNDLED SERVICE. 1.1 Bundled Service in Initial Markets. From and after the Deployment Date, and thereafter during the Term, AOL shall promote a product offering in the Initial Markets, consisting of the AOL Service bundled with the Clearwire Wireless Broadband Service and marketed as a single product (the "BUNDLED SERVICE"). 1.2 Bundled Service in Additional Markets. From time to time, if AOL and Clearwire jointly decide to offer the Bundled Services in markets other than the Initial Markets, they may update the attached Exhibit F to add such new markets, and the terms of this Agreement shall apply thereafter to such additional markets, as though they were Initial Markets, unless the Parties agree otherwise. 1.3 Marketing and Promotion. [***] AOL will be responsible for marketing and selling the Bundled Service to consumers, which AOL will characterize as its preferred fixed wireless broadband solution. 1.4 Trademark Licenses. For the sole purpose of the co-branding, marketing and promoting the Bundled Service, and subject to Clearwire's prior written approval of each use of Clearwire trademarks or service marks as to content and context, Clearwire grants AOL a non-transferable, non-sublicensable, royalty-free license to reproduce and display the current Clearwire logo and other Clearwire trademarks and service marks. In connection with the license granted hereunder, Clearwire shall have the unilateral right to establish and enforce such quality standards and Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL [*** Confidential Treatment Requested] 1

additional terms and conditions concerning the use of its trademarks as it deems necessary to reasonably protect its trademarks. Such license shall terminate automatically upon the expiration of the Term or the earlier termination of this Agreement. 1.5 [***] 1.6 The Clearwire Wireless Broadband Service. The Clearwire Wireless Broadband Service portion of the Bundled Service shall be a connectivity-only service that is provided at a bandwidth that is consistent with the bandwidth advertised by Clearwire for the Clearwire Wireless Broadband Service. In the Initial Markets, and during the Term, the Clearwire Wireless Broadband Service, as bundled as part of the Bundled Service, shall not contain any promotions, advertisements or references to any other Interactive Service. 1.7 Launch of the Bundled Service. The Parties shall use commercially reasonable efforts to launch the Bundled Service in at least one Initial Market no later than March 31, 2006, with such launch date referred to as the "DEPLOYMENT DATE." The Parties will work together to try to launch the Bundled Service in at least one Initial Market by February 15,2006. Following the Deployment _ Date, the Bundled Service shall be launched in the remainder of the Initial Markets during a *** month period commencing on the Deployment Date. Subject to these parameters, the date for the launch of the Bundled Service in each Initial Market will be at AOL's discretion. 1.8 Implementation Plan. The Parties shall follow the implementation plan set forth in Exhibit C ("IMPLEMENTATION PLAN"), attached hereto and incorporated herein, for the provision of the Bundled Service. 1.9 Testing. The Parties shall cooperate with regard to any testing that either Party needs to perform prior to the Deployment Date. 1.10 Target Subscriber Levels. During the Operational Period, (a) AOL shall [***] to sell the Bundled Service to up to [***]of the Eligible AOL Subscribers in aggregate across all the Initial Markets, and (b) the Parties will work together to try to cause a migration to the Bundled Service of at least [***] of such Eligible AOL Subscribers (the number in clause (b), the "ELIGIBLE AOL SUBSCRIBER TARGET"). 2. NETWORK ARCHITECTURE. *** Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL [*** Confidential Treatment Requested] 2

*** 3. ECONOMICS. 3.1 Payment of Wholesale Price. Subject to the last three sentences of this Section, AOL shall pay Clearwire, within [ * * * ] after the end of each calendar month during the Term, for each individual who is an End User during such calendar month, [ * * * ] of the following: (a) the Average Monthly Service Fee, (b) the average rental fee for the CPE charged by Clearwire to consumers in the Initial Market in which the End User is located, and (c) the activation fee charged by Clearwire to consumers in the Initial Market in which the End User is located (collectively, the "Wholesale Price"); provided, however, that in no event shall the Wholesale Price exceed the price set forth in Exhibit E below for each Retail Pricing Tier in each Initial Market. AOL shall also pay Clearwire, for each CPE that is delivered to an End User by Clearwire during such calendar month, a one-time fee equal to [ * * * ] of Clearwire's cost for the CPE, such amount not to exceed [ * * * ] (the "CPE Fee"). For purposes of this Section, End Users who are receiving Bundled Services as part of a Promotional Offer (but only during the first [ * * * ] of such Promotional Offer) shall be counted as End Users only to the extent that they are paying for Bundled Services. All other End Users shall be counted in full, regardless of whether they are receiving Bundled Services on a paying, promotional or courtesy basis. As an illustration, if an End User, during the End User's first month of Bundled Service, is receiving a [ * * * ] discount under a Promotional Offer, then AOL shall pay Clearwire only [ * * * ] of the Wholesale Price for such End User for such month. 3.2 [ * * * ]. 3.3 [ * * * ]. 3.4 [ * * * ]. 3.5 Retail Price. AOL shall have the right to determine, in its sole discretion: (a) the pricing of the Bundled Service to End Users, (b) any Promotional Offers for the Bundled Service, including without limitation, free trials for or discounts of the Bundled Service, and (c) the rental price of the CPEs. Clearwire shall give AOL at least thirty (30) calendar days' advance written notification of any change in Clearwire's retail pricing for any element of the Clearwire Wireless Broadband Service in the Initial Markets, including any new Retail Pricing Tiers that it offers in addition to those listed in Exhibit E. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL [* * * Confidential Treatment Requested] 3

3.6 [ * * * ]. 3.7 Billing. AOL shall bill End Users for the (a) Bundled Service, (b) the CPE rental, (c) any charges for AOL Premium Products and other additional charges associated or in connection with the AOL Service (e.g., dial roaming), and (d) if applicable, any charges associated with early termination of the Bundled Service and failure to return the CPE, as defined in the Bundled Services Agreement. Within ninety (90) days of charging an End User's payment method for failure to return the CPE, AOL shall remit directly to Clearwire any payment collected from such End User who fails to return the CPE in accordance with the terms of this Agreement and the Bundled Services Agreement. 3.8 Reporting. AOL shall provide to Clearwire, contemporaneously with its monthly payment to Clearwire of Wholesale Prices and CPE Fees, a report of the number of End Users of the Bundled Service for the preceding calendar month, broken down by End Users who are being charged for the Bundled Service and End Users who are benefiting from a Promotional Offer. In order to facilitate Clearwire's retrieval of CPEs, AOL's report shall also specifically identify the End Users who discontinued their use of Bundled Service during or at the end of such calendar month. Clearwire shall report to AOL, on a real time or daily basis, line item data that would allow AOL to reconcile, End User by End User, the number of provisioned users of the Bundled Service. Clearwire shall also, on a monthly basis within fifteen (15) days after the last day of each calendar month, provide AOL with the following two (2) reports: (a) a report that identifies the End Users to whom CPEs were delivered during such month, and the End Users from whom returned CPEs were received during such month, and (b) a report outlining the Network Availability data, broken down on a daily basis, for the previous calendar month. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL [* * * Confidential Treatment Requested] 4

4. OPERATIONAL TERMS. 4.1 Customer Service. AOL will provide End Users with maintenance and support of the Bundled Service according to the provisions set forth in Exhibit B - "Customer Service." In order to facilitate AOL's support of the Bundled Service, Clearwire will maintain and support the Clearwire Wireless Broadband Network and, under the escalation circumstances described in Exhibit B, provide direct support services to End Users to address "Tier 2" connectivity issues, all as more thoroughly described in Exhibit B. Both Parties agree to meet [ * * * ] following the launch of the first Initial Market in order to identify and address any unexpected operational issues pertaining to Customer Service that arise after such initial launch. Furthermore, both Parties agree to use commercially reasonable efforts to resolve specific issues identified during such meeting to the Parties' mutual satisfaction. 4.2 Delivery of Customer Premises Equipment. Clearwire shall, as and when directed by AOL, deliver CPE to End Users for use of the Bundled Service, and provide End Users with instructions for installation of the CPE. If, following such delivery and installation, a personal visit to the End User's premises is necessary in order to enable the End User to use the Bundled Service, then AOL shall pay to Clearwire [ * * * ] for each such visit, but only to the extent that the End Users who receive such visits constitute less than [ * * * ] of all End Users to whom Clearwire has delivered CPE. The Parties anticipate that End Users will, as a general matter, self-install the CPE. Clearwire may separately charge an End User for any installation assistance that is requested by the End User. Clearwire will remain the owner of the CPEs, will file the requisite property tax returns thereon and pay property taxes associated therewith in each applicable state and indemnify AOL for all state property tax liability associated therewith. In addition, Clearwire may take all depreciation charges for the CPE. Clearwire will be responsible for the costs of shipping and reclaiming the CPE. 4.3 Deployment of CPE. AOL may, but only in accordance with the terms of the Implementation Plan, test and approve CPEs prior to delivery of such CPEs by Clearwire to End Users. For the purposes of this Section and Exhibit C, "test" shall mean to verify the functionality and the interoperability of the CPE with the AOL client software. "Approve" shall mean to authorize the CPE for use with the AOL client software. 4.4 Return of CPE. AOL will be solely responsible for reclaiming the CPE from persons who are no longer End Users. As part of the Bundled Services Agreement, AOL will include the requirement that upon AOL's request, the End User shall return the CPE via pre-paid mailers to be provided by AOL to Clearwire if and when an End User no longer subscribes to the Bundled Service. AOL shall use commercially reasonable efforts to reclaim the CPE, and will reserve the right in the Bundled Services Agreement to charge End Users for any unreturned CPE units. Within forty-five (45) days of execution of this Agreement, the Parties will mutually agree upon a reasonable procedure under which AOL will send notices to End Users who no longer subscribe to the Bundled Service requesting the return of CPEs ("Reclamation Procedure"). The Reclamation Procedure shall be AOL's sole obligation related to the return of the CPEs. At no time shall Clearwire be entitled to contact any End User regarding such customer's failure to return the CPE unit without first obtaining prior written authorization from AOL. 4.5 Communications with End Users. All types of communications between Clearwire and the End User shall be subject to AOL's prior approval. For avoidance of doubt, Clearwire acknowledges that AOL End Users are customers solely of AOL. 4.6 Network Traffic Requirements. Clearwire shall implement bandwidth management practices in order to protect the integrity and performance of the Clearwire Wireless Broadband Network and to ensure the fair use of network resources by all users of the Clearwire Wireless Broadband Network. To this end, Clearwire will consult with AOL before and during, the implementation of such bandwidth management practices to create an optimal user experience on the Clearwire Wireless Broadband Network for AOL End Users. 4.7 Network Security. Clearwire shall have sole control over access to and security of the Clearwire Wireless Broadband Network. To the extent feasible and permitted by law, and at no cost to Clearwire, Clearwire will assist AOL in its attempts to identify End Users who violate the Bundled Services Agreement by providing AOL with data from servers in the form of log files or other forms to identify users of particular IP addresses during given time intervals. 4.8 Reports. In order to facilitate the flow of information between the Parties regarding the relationship and the status of the Bundled Service, the Parties shall prepare and furnish the periodic reports and information identified in the Implementation Plan. Such reports shall include a report from AOL that identifies the number of calls fielded by AOL for Tier 1 support, and the number of calls forwarded to Clearwire for Tier 2 support. Furthermore, the report shall include the status of CPEs both shipped and delivered to End Users. The Parties agree to work together on an ongoing basis to develop additional enhanced reporting as required. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL [* * * Confidential Treatment Requested] 5

4.9 Network Outage. Clearwire shall give AOL advance notification of its maintenance periods and expected outages, as described in Section 11 of Exhibit C. As further defined in Section 11(a) of Exhibit C and subject to the limitations included therein, in the event of a Network Outage, Clearwire shall notify AOL's Network Operations Center ("NOC") of such problem as soon as practicable (including providing the details of such problem and the anticipated length of the outage), provide the NOC with regular updates as to the status of the resolution of the problem and use commercially reasonable efforts to restore the service as soon as practicable. 4.10 Services Agreement. AOL shall provide each End User with an End User services agreement between each End User and AOL that governs the End User's use of the Bundled Service (the "Bundled Services Agreement"). The Bundled Services Agreement will, among other things, require each End User to assume responsibility for the return of all CPE if and when the End User is no longer an End User, and shall include an authorization to charge the End User's payment method up to [ * * * ] for failure to return the CPE. The Parties shall mutually agree upon the then-current value of the CPE to be charged to the End User's payment method. The Bundled Services Agreement shall be developed by AOL (which AOL may amend from time to time in its sole discretion). 4.11 Software. AOL shall be responsible for all costs associated with the development of the AOL Software and the media and materials used to install and enable the AOL Software. Clearwire shall be responsible for all costs associated with the development of the Clearwire Software. Each Party shall not reverse engineer, decompile or otherwise attempt to develop the source code of the any software provided by the other Party or otherwise make any changes to such software. 4.12 Clearwire Wireless Broadband Network Performance: Clearwire will provide AOL with Network Availability (uptime) statistics. "Network Availability" shall mean the total number of hours in a month during which monitoring device(s) are able to exchange IP packets between the monitoring device(s) site(s) demarcation points and the wireline network handoff, divided by the total number of hours in a month. If the Clearwire Wireless Broadband Network is unavailable due to Force Majeure Events or routine maintenance, such time periods are not included in calculating Network Availability, except to the extent that such routine maintenance constitutes a Network Outage as defined in Exhibit C. The time periods during which there is a Network Outage shall be included in calculating Network Availability. With respect to network uptime, Clearwire shall guarantee an overall monthly Network Availability of not less than [ * * * ]. Clearwire shall be in breach of this guarantee if during the Operational Period, the monthly Network Availability is less than [ * * * ] for any [ * * * ], in which case AOL shall not be responsible for reaching and maintaining the Eligible AOL Subscriber Target until Clearwire has achieved the guaranteed Network Availability of [ * * * ] for [ * * * ]. Furthermore, should the monthly Network Availability fall to less than [ * * * ] for two [ * * * ] or more times during a rolling [ * * * ] time period, AOL shall be relieved of the Eligible AOL Subscriber Target for the duration of the Term. Should the monthly Network Availability fall below [ * * * ], the remedies described in the previous two sentences and Section 7.6 of this Agreement shall constitute AOL's sole remedies. Notwithstanding the foregoing and for avoidance of doubt, nothing contained in this Section shall relieve Clearwire's indemnification obligations pursuant to Section 8.2 of Exhibit D, to the extent such obligations are triggered by an outage of the Clearwire Wireless Broadband Service. 4.13 Order Processing. Clearwire acknowledges that AOL has entered into a services agreement with [ * * * ] whereby [ * * * ] powers AOL's High Speed Internet Options ("HSIO") area through one or more websites and a technology platform provided by [ * * * ] that presents offers, and transmits orders, for third party high speed Internet access connectivity services in connection with registration for the AOL Service. AOL and Clearwire shall cooperate with [ * * * ] to accomplish this task. Furthermore, AOL and Clearwire will utilize the AOL approved STAR process for all data transfer files that allow for secure data transmissions between the Parties, and Clearwire shall enter into the STAR agreement set forth at Exhibit G. 4.14 Nondiscrimination. Whether or not explicitly set forth in any other Section of this Agreement, Clearwire shall treat all End Users in a non-discriminatory manner vis-a-vis Clearwire Customers, and including, without limitation, with respect to customer service, billing and collections, installation scheduling services, repair time, provision of CPE (including return policy), service levels and downtime, quality of service, and any and all fees/payments. 4.15 Non-Solicitation. Clearwire shall not engage in any marketing or promotional activity or any other effort that targets End Users of the Bundled Service in order to encourage or promote said End Users of the Bundled Service to switch from or terminate the AOL Service, provided that general marketing of Clearwire's service is permissible so long as Clearwire does not include in such marketing or promotional materials any language specifically encouraging customers to switch from or terminate the AOL Service. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL [* * * Confidential Treatment Requested] 6

*** 5. AUDIT RIGHTS. The Parties shall have the right to examine the books and records of the other with respect to the Bundled Service, during normal business hours, upon not less than ten (10) business days prior written notice and not more than once during any twelve (12) month period, to the extent required to verify compliance with the terms of this Agreement, including with respect to the payment of fees, non-discrimination, and Network Availability standard. The Party who initiates the Audit Right shall bear the expense thereof, unless the audit demonstrates an underpayment of ten percent (10%) or more for the period audited, in which event the audited Party shall reimburse the initiator its reasonable costs and expenses. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 7

6. CANCELLATION OF SERVICE TO END USERS. AOL shall have the sole right to suspend, cancel or terminate the AOL Service or the Bundled Service provided to any End User at any time. Clearwire may request that AOL suspend, cancel or terminate the Bundled Service to an End User either (a) in connection with a suspension or termination of this Agreement or the AOL Service, or (b) if such service is being used for illegal activities. If an End User contacts Clearwire to cancel the Bundled Service, the Clearwire Wireless Broadband Service portion of the Bundled Service and/or the AOL Service portion of the Bundled Service, Clearwire shall inform such End User that cancellation of the Bundled Service or the AOL Service must be done through AOL and will then transfer such call to AOL's customer service line in accordance with the Implementation Plan. Only AOL shall have the right to suspend or terminate the AOL Service to any End User for any reason. The Party who is terminating, or requesting the termination of, services or whose services are being cancelled shall provide reasonable advance notice to the other Party identifying the End User whose service is to be cancelled or terminated and specifying the reasons, subject to the Party's privacy policies. Clearwire shall provide AOL with a weekly report that identifies each End User it intends to suspend or terminate (and the reason for such suspension or termination) in accordance with its rights under this Agreement. AOL and Clearwire shall implement a system to determine whether any service cancellation request received from an End User applies to the AOL Service, the Clearwire Wireless Broadband Service or both. 7. TERM; TERMINATION. 7.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until [***] after the Deployment Date (the "TERM"), unless earlier terminated as provided herein. 7.2 Termination for Breach. Either Party may terminate this Agreement upon written notice at any time in the event of a material breach by the other Party which remains uncured after thirty (30) days written notice thereof. A material breach shall include, without limitation, the failure of the Clearwire Wireless Broadband Network to maintain the performance standards set forth in Section 4.12. 7.3 Termination for Bankruptcy. Either Party may terminate this Agreement upon written notice if the other Party (a) ceases to do business in the normal course, (b) becomes or is declared insolvent or bankrupt, (c) is the subject of any proceeding related to its liquidation or insolvency, whether voluntary or involuntary, which is not dismissed within ninety (90) calendar days or (iv) makes an assignment for the benefit of creditors. 7.4 Termination for Change of Control. AOL may terminate this Agreement upon thirty (30) days prior written notice in the event (a) of a change in Control of Clearwire where such Control is acquired, directly or indirectly, in a single transaction or series of related transactions by a competitive Interactive Service, (b) all or substantially all of the assets of Clearwire used to provide the Services are acquired by or transferred to any competitive Interactive Service, or (c) Clearwire is merged with or into another entity or entities that provide Interactive Service. 7.5 Other Termination. Either Party may terminate this Agreement upon thirty (30) days prior written notice if Monthly Churn exceeds [***] for any [***]. 7.6 Early Termination. In the event of an Excessive Outage for any [***] (as defined in Section 11 (d) of Exhibit C). AOL may terminate this Agreement without liability by providing written notification to Clearwire sixty [***] in advance of the effective date of the termination. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL [*** Confidential Treatment Requested] 8

8. Effect of Termination. If, during the Term, upon ninety (90) days' written notice, Clearwire elects to no longer operate the Clearwire Wireless Broadband Service or a comparable service, the Parties shall develop a migration plan that provides for the migration of End Users from the Bundled Service to an alternate service selected by AOL, provided that AOL shall not be liable for payment under Section 3 of this Agreement following migration from the Clearwire Wireless Broadband Service. Except in the case where Clearwire elects to no longer operate the Clearwire Wireless Broadband Service as described in the previous sentence, as of the date on which this Agreement expires or is terminated ("END DATE"), there shall be no new orders for the Bundled Service, except with respect to a three (3) month period after the End Date during which the Parties agree to honor any existing marketing or promotional campaigns that were deployed prior to the End Date and to take new orders for the Bundled Service for End Users responding to such marketing and promotional campaigns. Furthermore, following the End Date, Clearwire agrees to provide Tier 2 support and continue to provide connectivity services to End Users of the Bundled Service for a period of six (6) months. [END OF PAGE] Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 9

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the Effective Date, pursuant to due authority. Each Party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. AMERICA ONLINE, INC., CLEARWIRE CORPORATION, a Delaware corporation a Delaware corporation By: /s/ Jeremy Legg By: /s/ R. Gerard Salamme --------------------- --------------------------- Name: Jeremy Legg Name: R. GERARD SALAMME Title: Vice President Title: Ex. V. P. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 10

EXHIBITS TO BUNDLED BROADBAND SERVICES AGREEMENT <TABLE> <CAPTION> EXHIBIT DESCRIPTION ------- ----------- <S> <C> A DEFINITIONS B CUSTOMER SERVICE C IMPLEMENTATION PLAN D STANDARD LEGAL TERMS AND CONDITIONS E RETAIL PRICING TIERS F INITIAL MARKETS G STAR AGREEMENT </TABLE> Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 11

EXHIBIT A DEFINITIONS "AFFILIATE" means, with respect to a person, any person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with such person. [***] [***] "AOL Service" means the U.S. version of the America Online(R) brand commercial online service, including any special versions thereof, including without limitation, the "AOL Latino" and "AOL for Small Business" brands. "AVERAGE MONTHLY SERVICE FEE" means the sum of all monthly service fees that Clearwire charged consumers for service in each Retail Pricing Tier (other than promotional services) in the Initial Market in which End User is located that is substantially identical to the Clearwire Wireless Broadband Service, divided by the total number of consumers purchasing the substantially identical service (other than promotional services) in that Initial Market during the preceding six (6) months. For purposes of calculating the Average Monthly Service Fee, the initial six-month period for each Initial Market shall begin on the launch date for that particular Initial Market. "BUNDLED SERVICE" has the meaning set forth in Section 1.1 of the Agreement. "BUNDLED SERVICES AGREEMENT" has the meaning set forth in Section 4.10 of this Agreement. "CLEARWIRE CUSTOMERS" means subscribers to any Clearwire products and services. [***] "CLEARWIRE WIRELESS BROADBAND SERVICE" means the wireless high-speed data transport and Internet connectivity services to be provided by Clearwire hereunder using the Clearwire Wireless Broadband Network and CPE provided by Clearwire. "CONTROL" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, management agreement or otherwise. "CUSTOMER PREMISES Equipment" or "CPE" means a stand-alone external device provided by Clearwire that plugs into a 110 volt and connects to a computer or router and enables a wireless connection to the Clearwire Wireless Broadband Network. "DEPLOYMENT DATE" has the meaning set forth in Section 1.7 of this Agreement. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL [*** Confidential Treatment Requested] 12

"END USER" means an individual residential customer in the Clearwire Wireless Broadband Network who subscribes to the Bundled Service, whether on a paying, promotional or courtesy basis. [***] "ELIGIBLE AOL SUBSCRIBER TARGET" has the meaning set forth in Section 1.10 of this Agreement. "FORCE MAJEURE EVENTS" means the following: acts of God or other catastrophe, natural or otherwise; any law, order, regulation, direction, action or request of the United States government or any other government, including state and local governments having jurisdiction over the Parties, or any department, agency, commission, bureau, corporation or other instrumentality of any one or more said governments, or of any civil or military authority; national emergency; insurrection; riot; war, strike, acts of terrorism, lock-out; energy shortage; material shortage; or other cause beyond the Parties' reasonable control; provided, however, that the non-performing Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. "IMPLEMENTATION PLAN" has the meaning set forth in Section 1.8 of this Agreement. "INITIAL MARKETS" means the markets described on the attached Exhibit F. "INTERACTIVE SERVICE" means one or more of the following Internet or online services: (a) online or Internet connectivity services (each, an "ISP"); (b) an interactive site or service featuring a broad selection of aggregated third party interactive content (or navigation thereto) (e.g., an online service or search and directory service) and/or marketing a broad selection of products and/or services across multiple interactive commerce categories; or (c) communications software capable of serving as the principal means through which a user creates, sends or receives electronic mail or real time or "instant" online messages (whether by telephone, computer, wireless or other means). "MONTHLY CHURN" means the number of End Users (exclusive of the Excluded End Users) on the last day of the calendar month less the number of End Users acquired during the month less the number of End Users (exclusive of the Excluded End Users) on the first day of such calendar month) divided by the number of End Users on the first day of such calendar month. "EXCLUDED END USERS" are those that are either (a) denied access to the Clearwire Wireless Broadband Services due to failure to pay or breach of the Bundled Services Agreement; or (b) not yet being charged for Bundled Service as of the commencement of the month in which the Monthly Churn is measured. "NETWORK ACCESS POINT" means, with respect to either Party, the points at which such Party connects to the Internet. [***] Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL [*** Confidential Treatment Requested] 13

"NETWORK AVAILABILITY" has the meaning set forth in Section 4.12 of this Agreement. "NETWORK OUTAGE" means the Clearwire Wireless Broadband Service becomes unavailable as a part of the Bundled Service or fails to comply with the applicable specifications for the Clearwire Wireless Broadband Service. [***] "PROMOTIONAL OFFER" means, and is limited to, an offer to an End User to acquire Bundled Service at a Discounted Rate. For avoidance of doubt, "DISCOUNTED RATE" shall mean any available offer of the Bundled Service that includes a price point made available for a limited period of time and is below the average price available for the comparable service offered by a Party. "RETAIL PRICING TIER" means the price for each of the following service speed tiers offered by Clearwire to its retail customers: [***] "TAXES" include, but are not limited to, any sales or use tax, or any assessment, levy, or charge in the nature of a tax (other than taxes on either Party's net income, net worth, capital stock, franchise, property, items of tax preference or minimum tax, conduct of business or similarly-based taxes) imposed by a government authority as a result of having provided services pursuant to the Agreement. "TERM" has the meaning set forth in Section 7.1 of this Agreement. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL [*** Confidential Treatment Requested] 14

EXHIBIT B CUSTOMER SERVICE *** Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 15

<TABLE> <CAPTION> LEVEL OF CUSTOMER CARE CLEARWIRE RESPONSIBILITIES AOL RESPONSIBILITIES ------------------ -------------------------- -------------------- <S> <C> <C> *** *** *** </TABLE> Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 16

<TABLE> <CAPTION> LEVEL OF CUSTOMER CARE CLEARWIRE RESPONSIBILITIES AOL RESPONSIBILITIES ------------------ -------------------------- -------------------- <S> <C> <C> *** *** *** </TABLE> Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 17

EXHIBIT C IMPLEMENTATION PLAN *** Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 18

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EXHIBIT D STANDARD LEGAL TERMS AND CONDITIONS 1. [RESERVED] 2.COMPLIANCE WITH LEGAL REQUIREMENTS. Each Party shall comply with all material requirements of laws, statutes, treaties, ordinances, regulations, orders, judgments and decrees ("LEGAL REQUIREMENTS") applicable to its performance under this Agreement. AOL and Clearwire will cooperate in developing and implementing procedures for addressing emergencies and complying with any applicable rule, law or regulation set forth in the Communications Act of 1934, Electronic Communications Privacy Act, Digital Millennium Copyright Act and any other Legal Requirements. 3. [RESERVED]. 4. CONFIDENTIAL INFORMATION. 4.1 Confidential Information. During the Term, Clearwire and AOL may disclose to one another Confidential Information. For purposes of this Agreement, Confidential Information shall include, but is not limited to, the terms of this Agreement, studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, business plans, marketing plans, financial data, projections, personnel data, collection data, price changes, forecasts, network architecture, proprietary technology, parental controls, and other information supplied by or on behalf of a Party (whether prepared by such Party, its agents, contractors, advisors or otherwise) relating to its business (including any of its products), inclusive of information developed from or based on any of the foregoing, including reports, information packages, memoranda, and transmittal letters, regardless of whether such information is in written, oral, electronic or other tangible or intangible form and any other information that is, or should be reasonably understood to be, confidential or proprietary to the disclosing Party. All such Confidential Information shall remain the sole property of the disclosing Party. The receiving Party agrees that it will use such Confidential Information only in the performance of its obligations under this Agreement and will take reasonable steps to prevent disclosure of such Confidential Information, other than to its employees, contractor and agents who must have access to such Confidential Information for such receiving Party to perform its obligations hereunder, and who will each agree to comply with this Section and independent third party auditors that agree in writing to comply with confidentiality requirements reasonably comparable to those set forth in this Section. At a minimum, the receiving Party shall protect the Confidential Information of the disclosing Party with the same degree of care used to protect its own confidential information, but in any event no less than a reasonable degree of care, for a period from the date hereof until three (3) years after the expiration or termination of this Agreement. Confidential Information shall not include information which (i) is or becomes generally known to the public other than through an act or omission of the receiving Party or any of its directors, officers, employees, agents, accountants, counsel, or other advisors; (ii) was lawfully in the receiving Party's possession prior to the disclosure hereunder and not subject to independent confidentiality obligations; (iii) is disclosed to the receiving Party by a third party who was not violating any obligation of confidentiality to the disclosing Party; or (iv) was independently developed by the receiving Party or such Party's directors, officers, employees, agents, accountants, counsel, or other advisors. Notwithstanding the foregoing, either Party may make a disclosure containing Confidential Information without the consent of the other Party, to the extent such disclosure is required by law, rule, regulation or government or court order. In such event, the disclosing Party will to the extent possible provide at least five (5) business days prior written notice of Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 23

such proposed disclosure to the other Party. Further, in the event such disclosure is required of either Party under applicable laws, rules or regulations, such Party will (a) redact mutually agreed-upon portions of the Confidential Information to the fullest extent permitted under applicable laws, rules and regulations, and (b) submit a request to the applicable governing body that such Confidential Information be held in the strictest confidence to the fullest extent permitted under such applicable laws, rules or regulations. Except as required by law, rule, regulation or government or court order, the Parties also agree to keep confidential and not disclose the terms and conditions of this Agreement. 4.2 End User Data; Clearwire Customer Data. The term Confidential Information shall also include personally identifiable information relating to any End User or Clearwire Customer. Clearwire shall own all Confidential Information that it collects from prospective, actual and former Clearwire Customers. AOL shall own all Confidential Information that it collects from prospective, actual and former End Users. Where both Parties collect the information from the same prospective, actual or former customer in a manner not violating this Agreement, both Parties shall own such information, without any duty to the other Party. Each Party shall abide by the terms of any applicable Legal Requirement regarding the privacy rights of End Users. Notwithstanding anything in this Agreement to the contrary, upon expiration or termination of this Agreement, (i) Clearwire may use End User Confidential Information for the purpose of terminating the Clearwire Wireless Broadband Service, retrieving any CPE, and continuing any collection activities; and (ii) AOL may use End User Confidential Information to terminate the AOL Service or transition End Users to an alternative transport provider (including AOL). 4.3 Return of Confidential Information. Following termination or expiration of this Agreement, each Party receiving Confidential Information pursuant to this Agreement will, at the disclosing Party's option, return or destroy (and so certify to the disclosing Party) all tangible material embodying Confidential Information (in any form or medium and including, without limitation, all summaries, copies and excerpts of Confidential Information) at any such time as the disclosing Party may so request. 5. REPRESENTATIONS AND WARRANTIES. 5.1 AOL Representations and Warranties. AOL hereby represents and warrants that it is a corporation duly organized and validly existing under the laws of Delaware and has all necessary power and authority to carry on its business as presently conducted. AOL has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder. 5.2 Clearwire Representations and Warranties. Clearwire hereby represents and warrants to AOL that Clearwire is a corporation duly organized and validly existing under the laws of Delaware and has all necessary power and authority to carry on its business as presently conducted. Clearwire has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder. 6. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY STATED TO THE CONTRARY HEREIN, EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES (IF ANY) WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. 7. LIMITATION OF LIABILITY NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHER INDIRECT DAMAGES SUFFERED BY THE OTHER, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, SUCH LIMITATIONS SHALL NOT Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 24

APPLY WITH RESPECT TO (i) DAMAGES WITH RESPECT TO CLAIMS THAT ARE THE SUBJECT OF INDEMNIFICATION PURSUANT TO SECTION 8 OF THIS EXHIBIT D, AND (ii) DAMAGES CAUSED BY A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4.1 OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT AMOUNTS PAID TO THIRD PARTIES BY A PARTY FOR A CLAIM THAT IS THE SUBJECT OF INDEMNIFICATION UNDER SECTION 8 OF THIS EXHIBIT D SHALL BE DEEMED TO BE DIRECT DAMAGES. 8. INDEMNIFICATION. [***] [***] 9. MISCELLANEOUS. 9.1 Independent Contractors. Clearwire and AOL are independent contractors. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between Clearwire and AOL or to impose any liability attributable to such a relationship upon either such Party. 9.2 Notices. All notices, requests, demands, and determinations under this Agreement (other than routine operational communications or as otherwise specifically set forth herein), shall be in writing and shall be deemed duly given (i) when delivered by hand, (ii) when delivered by e-mail, (iii) one (1) business day after being given to an express, overnight courier with a reliable system for tracking delivery, (iv) when sent by confirmed facsimile with a copy delivered by another means specified in this Section, or (v) four (4) business days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as follows: Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL [*** Confidential Treatment Requested] 25

If to AOL: America Online, Inc. 22270 Pacific Boulevard Dulles, Virginia 20166 Attention: Vice President Business Development Access Marketing Fax: (703) 265-1206 with a copy to: America Online, Inc. 22000 AOL Way Dulles, Virginia 20166 Attention: Deputy General Counsel Fax: (703) 265-2208 If to Clearwire: Clearwire Spectrum Holdings LLC 5808 Lake Washington Boulevard NE, Suite 300 Kirkland, Washington 98033 Attention: Benjamin G. Wolff Fax: (425) 828-8061 with a copy to: Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, Washington 98101 Attention: Julie Weston Fax: (206) 628-7699 or such other address or facsimile number as such Party hereto may hereafter specify for such purpose by notice to the other Parties hereto. 9.3 Force Majeure. Neither Party shall be liable to the other for any failure of performance hereunder due to Acts of God or other catastrophe, natural or otherwise; any law, order, regulation, direction, action or request of the United States government or any other government, including state and local governments having jurisdiction over the Parties, or any department, agency, commission, bureau, corporation or other instrumentality of any one or more said governments, or of any civil or military authority; national emergency; insurrection; riot; war, strike, acts of terrorism, lock-out; energy shortage; material shortage; or other cause beyond the Parties' reasonable control; provided, however, that the non-performing Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non- performing Party through the use of alternate sources, workaround plans or other means. 9.4 Entire Agreement. This Agreement, along with the Exhibits hereto, represents the entire understanding between the Parties with respect to the subject matter hereof, supersedes all prior negotiations and agreements between the Parties, and can be amended only by an agreement in writing signed by the Parties. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 26

9.5 Governing Law. Each Party agrees to continue performing its obligations under this Agreement while any dispute is being resolved. This Agreement will be governed by and construed in accordance with applicable federal laws and the laws of the State of New York, without regard to principles of conflicts of laws. 9.6 Injunctive Relief. It is understood and agreed that, notwithstanding any other provisions of this Agreement, breach of the provisions of this Agreement by a Party shall cause irreparable damage to the other Party for which recovery of money damages would be inadequate and that the other Party may therefore seek timely injunctive relief to protect such Party's rights under this Agreement in addition to any and all remedies at law. 9.7 Cumulative Remedies. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise. 9.8 Survival. Sections 4, 5, 6, 7, 8 and 9 of the Agreement of this Exhibit D will survive the completion, expiration, termination or cancellation of the Agreement. In addition, any obligations Parties under this Agreement that expressly of by their nature continue beyond the expiration of this Agreement shall survive any termination or cancellation of this Agreement. 9.9 Assignment. This Agreement shall accrue to the benefit of and be binding upon the Parties hereto and any purchaser or any successor entity into which a Party has been merged or consolidated or to which a Party has sold or transferred all or substantially all of its assets. Except as permitted in this Section, neither Party may assign this Agreement or assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, whose consent shall not be unreasonably withheld; except that a Party may assign or transfer this Agreement to any Affiliate (including to any entity that it acquires or is acquired by, whether through merger, reorganization or otherwise) upon notice to the other Party. In addition, Clearwire may assign this Agreement (i) to any new entity it creates to carry on the business of providing Clearwire Wireless Broadband Service or (ii) to a successor in interest, by merger, operation of law, or by assignment, purchase or otherwise of the business of providing Clearwire Wireless Broadband Service. 9.10 Succession. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. 9.11 Severability. If any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the Parties, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remainder of this Agreement shall remain in full force and effect. In the event any such deemed restatement of any such provision prevents the accomplishment of a fundamental purpose of this Agreement, AOL and Clearwire shall immediately commence negotiations in good faith to provide the Party which has been adversely affected by such restatement with value (in cash or in kind) equivalent to the value that such Party would have received had such provision not been restated. 9.12 Waiver. No failure on the part of either Party to exercise, and no delay in exercising any right or remedy hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 27

9.13 No Third Party Beneficiary; Disclaimer of Agency. This Agreement is for the sole benefit of the Parties hereto, and nothing herein express or implied shall create or be construed to create any third-party beneficiary rights hereunder. Neither Party is an agent, representative or partner of the other Party. Except for provisions herein expressly authorizing a Party to act for another, nothing herein shall constitute a Party as a legal representative or agent of the other Party, nor shall a Party have the right or authority to assume, create, incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of any other Party unless otherwise expressly permitted by such other Party. Except as otherwise expressly provided in this Agreement, no Party undertakes to perform any obligation of any other Party, whether regulatory or contractual, or to assume any responsibility for the management of such other Party's business. 9.14 Captions; Sections. Captions contained herein are inserted only as a matter of convenience and in no way define, limit, or extend the scope or intent of any provision hereof. Use of the term "Section" shall include the entire subject Section and all its subsection where the context requires. 9.15 Press Releases. Except as required by applicable law, none of the Parties shall make any public announcement regarding the terms of this Agreement or the relationship established herein without the prior written consent of the other Parties. 9.16 Taxes. AOL shall be solely responsible for the collection and remittance of the Bundled Service Taxes, as well as any sales Taxes attributable to AOL's payments to Clearwire for products and services, and shall indemnify Clearwire and its Affiliates from and against any and all liabilities in connection therewith. Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 28

EXHIBIT E RETAIL PRICING TIERS *** Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 29

EXHIBIT F INITIAL MARKETS *** Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 30

EXHIBIT G STAR AGREEMENT [AMERICA LOGO] November 1, 2005 Jeff Pearson Clearwire 5808 Lake Washington Blvd. NE Suite 300 Kirkland, WA 98033 (W) 425-216-7827 (F) 425-216-7900 This Letter Agreement confirms the agreement of Clearwire ("Partner") and America Online, Inc. ("AOL") where AOL is providing AOL Information for use by Partner solely for the purpose of secure data transmission between the parties in accordance with the instructions provided by an authorized representative of AOL. "AOL Information" shall mean software and associated hardware, currently known as the STAR System, a secure electronic information delivery and retrieval system, any documentation for such STAR System as provided by AOL from time to time, and any other information provided to Partner under this Agreement. Partner agrees not to decompile, disassemble or otherwise reverse engineer the AOL Information. Partner agrees to use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the AOL Information as it uses to protect its own confidential information of a like nature. Partner agrees not to contest that AOL and its suppliers are the sole and exclusive owners of all rights, title and interest, including all trademarks, copyrights, patents, trade secrets and other intellectual property rights to all of the documentation and computer-recorded data comprising or included in the AOL Information. The Star System contains encryption functionality which is subject to U.S. export control laws and regulations and may not be exported or re-exported to certain countries, for certain prohibited end uses or to persons or entities named on the U.S. Dept. of Commerce, Bureau of Industry & Security's Denied Persons List and Entity List, respectively, and on the U.S. Dept. of Treasury, Office of Foreign Assets Control's Specially Designated Nationals List. Export, re-export, resale, or transfer of the Star System is prohibited without prior authorization from AOL and the U.S. Government. In addition, Partner is also responsible for insuring compliance with Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 31

any applicable foreign government regulations, including restrictions on imports and use of encryption. Partner will, at AOL's option, return or destroy and so certify to AOL all tangible material embodying the AOL Information in any form, including without limitation, all summaries, copies and excerpts of the AOL Information at any such time as AOL may request. Partner acknowledges that disclosure or use of AOL Information could cause irreparable harm to AOL for which monetary damages may be difficult to ascertain or be an inadequate remedy. Partner therefore agrees that AOL will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of this Agreement. Sincerely, ------------------------------------ Agreed and Accepted: Clearwire /s/ Jeff Pearson -------------------------- Name : Jeff Pearson Title: Vice President Date: November 18, 2005 Bundled Broadband Service Agreement AOL AND CLEARWIRE CONFIDENTIAL 32

EXHIBIT 10.46 EXECUTION COPY SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is entered into as of the 30th day of June, 2006, by and between Motorola, Inc., a Delaware corporation ("Investor"), and Clearwire Corporation, a Delaware corporation ("Clearwire" or the "Company"). The Company and Investor agree as follows: 1. SUBSCRIPTION FOR SHARES. Investor agrees to subscribe for and the Company agrees to issue to Investor 50,000,000 shares of the Class A Common Stock, par value $.0001 per share, of Clearwire (the "Purchased Shares"), on the terms and conditions set forth in this Agreement. 2. SUBSCRIPTION PRICE. The purchase price for the Purchased Shares shall be $6.00 per share for an aggregate subscription price of U.S. $300,000,000.00 (the "Purchase Price"). 3. PAYMENT OF PURCHASE PRICE. (a) Subject to the provisions of Section 3(b) below, Investor agrees to pay the aggregate Purchase Price for the Purchased Shares to Clearwire. The Purchase Price shall be paid in immediately available funds by wire transfer to the Company in accordance with the wiring instructions provided by the Company. (b) At the Closing, Investor shall pay an amount equal to the lesser of (i) the Purchase Price or (ii) that amount that is 30% of Cash on Hand (as defined below) immediately following the Closing, but in no event less than $150,000,000 (such amount, the "Closing Date Payment"), and shall receive that number of Purchased Shares at the Closing that is the same proportionate percentage as the Closing Date Payment is to the Purchase Price. In the event that the Closing Date Payment is less than the Purchase Price, and at any time thereafter the Company receives additional cash from whatever source derived (a "Cash Infusion"), then, upon not less than three (3) business days' prior written notice from the Company, Investor shall pay to the Company an amount equal to the lesser of (a) the sum of the Purchase Price less the Closing Date Payment and any payments previously made in a Subsequent Closing or (b) the amount equal to the amount of the Cash Infusion divided by 70% and then multiplied by 30%, and shall receive in exchange therefor a number of the Purchased Shares equal to the amount of such payment divided by $6.00 (each such payment, a "Subsequent Closing"); provided, however, that Investor shall not be obligated to consummate any Subsequent Closing if such Subsequent Closing would involve an amount less than the smaller of (X) $50,000,000 and (Y) the total remaining balance of the Purchase Price to be paid hereunder. Investor's obligation to pay any portion of the Purchase Price at a Subsequent Closing shall be subject to satisfaction of the applicable conditions set forth in Section 5 hereof. Notwithstanding anything contained herein to the contrary, in no event shall Investor be obligated to pay any amount in excess of the Purchase Price for the Purchased Shares. "Cash on Hand" shall mean, as of any date of determination, the aggregate amount of cash and cash equivalents, short and long term investments, including any amounts actually 1 NT

received by the Company from the Investor and the Concurrent Investor (as defined herein), and excluding any and all restricted cash and investments, each as set forth on the Company's most recent balance sheet prepared in accordance with GAAP. 4. CLOSING DATE. Subject to the satisfaction or waiver of the conditions set forth in Section 5 and Section 6 herein, the closing of Investor's purchase of the Purchased Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m. (Pacific time), as soon as practicable, but in any event within two (2) business days after the last of the conditions set forth in Section 5 and Section 6 herein shall have been satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing (but subject to the fulfillment or waiver of those conditions at the Closing), or at such other time and place as the Company and Investor mutually agree upon, orally or in writing (which time and place are designated as the "Closing"). 5. INVESTOR CLOSING CONDITIONS. The obligation of Investor to purchase the Purchased Shares at the Closing, and, with respect to subsections (a), (j), (k), (n) and (o) only, each Subsequent Closing, if any, is subject to the fulfillment, to Investor's satisfaction, of each of the following conditions: (a) the Company shall have delivered to Investor a stock certificate representing the Purchased Shares, free and clear of all liens, registered in Investor's name; (b) the Company shall have delivered to Investor certificates of good standing of Clearwire, in each case dated as of a date not more than five (5) days prior to the Closing, issued by the Delaware Secretary of State; (c) the Company shall have delivered to Investor a certificate, executed by the Secretary of the Company, attaching thereto: (i) the Company's Certificate of Incorporation and Bylaws in effect on the Closing, and (ii) resolutions of the Board of Directors of the Company, in form and substance reasonably satisfactory to Investor, authorizing the Transaction Agreements (as defined below) and the transactions contemplated thereby. The Secretary's Certificate shall also contain provisions relating to the incumbency of the officers of the Company, including the certification of a specimen of their respective signatures; (d) the Company shall have delivered to Investor the joinder agreement, attached as Exhibit A hereto (the "SA Joinder Agreement"), to that certain Amended and Restated Stockholders Agreement, dated as of March 16, 2004, between Clearwire and its stockholders (the "Stockholders Agreement"), executed by Clearwire; (e) the Company shall have delivered to Investor the Investor Rights Agreement, attached as Exhibit B hereto (the "Investor Rights Agreement" and together with this Agreement, the Stockholders Agreement, the SA Joinder Agreement and the Investor Letter (as defined below), the "Equity Agreements"), executed by Clearwire; (f) the Company shall have delivered to Investor the Wireless Broadband System Services Agreement between the Investor and the Company, the Wireless Broadband System Infrastructure Agreement between the Investor and Clearwire US LLC, and the Wireless Broadband CPE Supply Agreement between the Investor and the Company, attached as Exhibit 2

C hereto (collectively, the "Commercial Agreements" and together with the Equity Agreements, the "Transaction Agreements"): (g) the Company shall have delivered to Investor a legal opinion of Davis Wright Tremaine LLP in the form attached hereto as Exhibit D; (h) the representations and warranties made by the Company in Section 8 of this Agreement shall be true and correct in all material respects at and as of the Closing as if made at and as of such time (except that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be determined as of such date). For purposes of determining whether the condition in this Section 5(h) has been satisfied only, all such representations and warranties (x) shall be read without regard to any materiality or material adverse effect qualifiers contained therein and (y) after taking clause (x) into account, shall be deemed to be true, correct and complete unless breaches or inaccuracies thereof, individually or in the aggregate, result or would reasonably be expected to result in a material adverse effect on the business, condition, affairs, operations, properties, or assets of the Company. All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company prior to the Closing shall have been performed or complied with, and the Company shall have obtained any approvals, consents and qualifications necessary to perform its obligations hereunder; (i) the Company shall have delivered to Investor at the Closing a certificate signed on its behalf by an executive officer of the Company certifying that the conditions specified in Section 5(h) herein have been fulfilled; (j) at the Closing, the purchase of the Purchased Shares by Investor shall be legally permitted by all laws and regulations to which Investor and the Company are subject; (k) as of the Closing, all authorizations, approvals or permits of, or filings with any governmental authority, including state securities or "Blue Sky" offices, that are required by law in connection with the lawful sale and issuance of the Purchased Shares to be made prior to the closing shall have been duly obtained by the Company, and shall be effective as of the Closing; (l) the Company shall have delivered to Investor a letter in the form attached hereto as Exhibit E, executed by the Company (the "Investor Letter"); (m) the Acquisition Agreement between Investor and the Company attached hereto as Exhibit F for the purchase of all of the outstanding shares of NextNet Wireless, Inc. (the "Acquisition Agreement") shall have been executed and delivered by each party thereto and the transactions contemplated by the Acquisition Agreement shall have been consummated; (n) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), shall have terminated; and (o) for each Subsequent Closing only, the Closing shall have occurred. 3

6. CLEARWIRE CLOSING CONDITIONS. The obligation of Clearwire to deliver the Purchased Shares to Investor at the Closing, and the Subsequent Closing, if any, is subject to the fulfillment, to the Company's satisfaction, of each of the following conditions: (a) Investor shall have delivered to Clearwire the Purchase Price in accordance with Section 3 herein; (b) Investor shall have delivered to Clearwire the Transaction Agreements to which Investor is a party, each executed by Investor; (c) the representations and warranties made by Investor in Section 7 of this Agreement shall be true and correct in all material respects at and as of the Closing as if made at and as of such time (except that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be determined as of such date). For purposes of determining whether the condition in this Section 6(c) has been satisfied only, all such representations and warranties (x) shall be read without regard to any materiality or material adverse effect qualifiers contained therein and (y) after taking clause (x) into account, shall be deemed to be true, correct and complete unless breaches or inaccuracies thereof, individually or in the aggregate, result or would reasonably be expected to result in a material adverse effect on the ability of the Investor to consummate the transactions hereunder. All covenants, agreements and conditions contained in this Agreement to be performed or complied with by Investor prior to the Closing shall have been performed or complied with, and Investor shall have obtained any approvals, consents and qualifications necessary to perform its obligations hereunder; (d) Investor shall have delivered to the Company at the Closing a certificate signed on its behalf by an executive officer of Investor certifying that the conditions specified in Section 6(c) herein have been fulfilled; (e) the Acquisition Agreement shall have been executed and delivered by each party thereto and the transactions contemplated by such Acquisition Agreement shall have been consummated; (f) no litigation, arbitration, action, suit, proceeding, or investigation (whether conducted by or before any judicial or regulatory body, arbitrator, or other person) (collectively, "Litigation") questions the validity of this Agreement or the other Transaction Agreements or the right of Clearwire to enter into this Agreement or the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby; and (g) the applicable waiting period under the HSR Act shall have terminated. 7. REPRESENTATIONS AND WARRANTIES OF INVESTOR. Investor represents and warrants to the Company that the following statements are true and correct on the date of this Agreement: (a) Investor is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act") 4

(b) The Purchased Shares subscribed for (the "Securities") are being acquired by Investor for investment purposes only, for Investor's own account and not with the view to any resale or distribution thereof, and Investor is not participating, directly or indirectly, in an underwriting of such Securities, and will not take, or cause to be taken, any action that would cause Investor to be deemed an "underwriter" of such Securities as defined in Section 2(11) of the Securities Act. (c) Investor acknowledges that Investor has been offered an opportunity to ask questions of, and receive answers from, Clearwire concerning the Company and Investor's proposed purchase of the Securities, and that, to Investor's knowledge, the Company has fully complied with any request for such information. (d) Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, is able to bear such risks, and has obtained, in Investor's judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Securities. Investor has evaluated the risks of investing in the Company and has determined that the Securities are a suitable investment for Investor. (e) Investor has full power and authority to enter into this Agreement and to perform its obligations hereunder. (f) To Investor's knowledge, neither the Company nor any person acting on the Company's behalf has offered, offered to sell, offered for sale or sold the Purchased Shares to Investor by means of any form of general solicitation or general advertising. (g) The execution, delivery and performance by Investor of this Agreement and the other Transaction Agreements are within Investor's powers, have been duly authorized, will not constitute or result in a breach or default under or conflict with any law, judgment, order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Investor is a party or by which Investor is bound, and will not violate any provisions of the incorporation papers, bylaws, or stockholders agreement, as may be applicable, of Investor. The signature of Investor on the Transaction Agreements to which Investor is, or will be, at the time of execution, be, genuine, and the Transaction Agreements to which Investor is, or will be a party, will when executed by Investor, constitute legal, valid and binding obligations of Investor, enforceable in accordance with their respective terms. (h) Investor is not relying on the Company with respect to tax and other investment advice in connection with its decision to purchase the Purchased Shares. Investor acknowledges that Investor has been advised by the Company to consult with its tax or financial consultants prior to entering into this Agreement. None of the representations and warranties contained in this Section 7, nor any other due diligence investigation conducted by Investor or on its behalf shall in any way affect the right of Investor to rely fully on the representations and warranties of the Company in this Agreement. 5

8. REPRESENTATIONS AND WARRANTIES OF CLEARWIRE. Clearwire represents and warrants to Investor that, except as set forth on the Schedules attached to this Agreement, each of which shall be deemed to be an exception to or exclusion from only the particular representation and warranty against which it is listed (unless it is readily apparent from a reading of the disclosure that such disclosure is applicable to other representations and warranties), whether or not the listed representation and warranty includes a reference to such Schedule, and which exceptions (and all other disclosures) set forth in the Schedules shall be deemed to be representations and warranties of Clearwire, the following statements are true and correct on the date of this Agreement. Any reference to the knowledge of any person shall mean the actual knowledge, information and belief of such person after making reasonable inquiry of such person's co-Chief Executive Officers, co-Presidents, Chief Operating Officer, Chief Financial Officer. For each of these executives, reasonable inquiry shall mean checking with their respective direct reports and other persons whom, by the nature of the normal duties of their position, would reasonably be expected to know. In addition, for purposes of these representations and warranties, the term "the Company" shall include any entity in which Clearwire owns, directly or indirectly, more than 50% of the outstanding equity interests and which has assets of $10,000,000 or more, including, without limitation, the following: Clearwire International LLC, Clearwire US, LLC, Fixed Wireless Holdings, LLC, and Clearwire Spectrum Holdings LLC (the "Subsidiaries"), but shall specifically exclude in all instances NextNet Wireless, Inc. The term "Clearwire" shall mean Clearwire Corporation (excluding its Subsidiaries). (a) The execution, delivery and performance by Clearwire of this Agreement, the other Transaction Agreements to which it is a party, are within Clearwire's powers, have been duly authorized, will not, as applicable, give rise to any right of termination, cancellation or acceleration, or require any consent or approval under, or constitute or result in a breach or default of, or conflict with any law, judgment, order, ruling or regulation of any court or other tribunal or any governmental commission or agency, or any agreement or other undertaking to which Clearwire is a party or by which Clearwire is bound, will not violate or result in a breach of any provision of, constitute a default under, accelerate or terminate any performance required by, or require a consent or waiver under, any provisions of the Certificate of Incorporation, Bylaws, or Stockholders Agreement of Clearwire, and will not result in the creation of any lien, charge, claim or encumbrance on the Company's assets or property. The signature of Clearwire and Clearwire US LLC, as applicable, on the Transaction Agreements is, or will, at the time of execution be, genuine, and the Transaction Agreements constitute legal, valid and binding obligations of Clearwire and Clearwire US LLC, as applicable, enforceable in accordance with their respective terms. The Company is not in violation of any term of its (i) Certificate of Incorporation or Bylaws or other organizational document or (ii) of any law, statute, regulation, rule, ordinance, consent decree, settlement agreement or governmental requirement, except, in the case of clause (ii), to the extent that any such violation or non-compliance would not, individually or in the aggregate, have a material adverse effect on Clearwire. (b) The Company is duly incorporated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation or formation, as applicable, and is in good standing under such laws. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company. The Company has full power and authority: 6

(i) to own its properties and assets; (ii) to carry on its business as presently conducted; and (iii) to enter into the Transaction Agreements and to perform its obligations thereunder, including the issuance, sale and delivery of the Purchased Shares (c) Copies of all Board of Directors and stockholder meeting minutes and consent actions of Clearwire have been made available to Investor. These copies are true and complete copies of all resolutions evidencing actions taken by the Board of Directors and stockholders of Clearwire since its date of incorporation. The stock ledger of Clearwire is true and complete and reflects all issuances, transfers, repurchases and cancellations of shares of Clearwire's capital stock. Clearwire has furnished to Investor true and complete copies of its Certificate of Incorporation and Bylaws, each as amended as of the date hereof. (d) Clearwire does not own or control, directly or indirectly, any Subsidiaries other than those listed in Schedule 8(d) attached hereto, and the shares of the capital stock or membership interests, as applicable, of the Subsidiaries owned by Clearwire (which are reflected on Schedule 8(d)) are duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all liens, charges, claims and encumbrances imposed by or through such Subsidiaries, except as otherwise provided in Schedule 8(d). All of the outstanding shares of the capital stock or membership interests, as applicable, of the Subsidiaries, were offered, issued and sold in compliance in all material respects with all applicable federal and state securities laws. (e) The authorized capital stock of Clearwire and the shares of capital stock of Clearwire issued and outstanding as of the date of this Agreement are as set forth on Schedule 8(e) attached hereto. Upon the filing of the Company's Third Amended and Restated Certificate of Incorporation, the form of which is attached hereto as Exhibit G (the "Restated Charter"), the authorized capital stock of Clearwire will be as set forth in the Restated Charter. All of the outstanding shares of the capital stock of Clearwire are duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all liens, charges, claims and encumbrances imposed by or through Clearwire. The Purchased Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all liens, charges, claims and encumbrances imposed by or through Clearwire. Additionally, the Purchased Shares are free of restrictions on transfer other than restrictions on transfer under this Agreement and the other Equity Agreements and under applicable state and federal securities laws. The outstanding securities of Clearwire are owned by the stockholders, optionholders and securityholders specified in Schedule 8(e) attached hereto in the numbers specified in Schedule 8(e) attached hereto. (f) Other than as disclosed in Schedule 8(f) attached hereto, the Company does not have, is not bound by, and has no obligation to grant or enter into, any outstanding subscriptions, options, warrants, rights (including without limitation conversion or pre-emptive rights), calls, commitments, or agreements of any character calling for it to issue, deliver, or sell, or cause to be issued, delivered, or sold, any shares or any other equity securities or equity 7

securities convertible into, exchangeable for, or representing the right to subscribe for, purchase, or otherwise acquire any shares or any other equity securities in the capital of the Company. Other than as set forth in Schedule 8(f) attached hereto, the issuance and sale of the Purchased Shares will not result in the issuance of any additional shares of capital stock of Clearwire or the triggering of any other anti-dilution or similar rights contained in any options, warrants, debentures or other securities agreements or commitments of Clearwire. Other than the Stockholders Agreement and as disclosed in Schedule 8(f) attached hereto, the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (g) Other than as disclosed in Schedule 8(g) attached hereto, the Company: (i) has no outstanding obligations, contractual or otherwise, to repurchase, redeem, or otherwise acquire any shares or other equity securities in the capital of the Company; and (ii) is not a party to or bound by any agreement or instrument under which any person has the right to require it to effect, or to include any securities held by such person in, any registration under any securities legislation or to distribute any such securities to the public. (h) All of the outstanding shares of capital stock of Clearwire were offered, issued, and sold in compliance in all material respects with all applicable federal and state securities laws. Assuming the accuracy of the representations of Investor in Section 7 herein, upon the closing of the transactions contemplated hereby, the Purchased Shares will have been offered, issued and sold in compliance with all applicable federal, state and provincial securities laws. Neither Clearwire nor any person or entity acting on its behalf has taken or will take any action that would subject the offering, sale or issuance of the Purchased Shares to the registration requirements of the Securities Act. (i) Except (i) as disclosed in Schedule 8(i) attached hereto, and (ii) for filings required under the HSR Act, no consent, approval, authorization, declaration, filing, or registration with any governmental authority, regulatory authority or other party is required to be made or obtained by Clearwire in connection with: (i) the execution and delivery of any of the Transaction Agreements; or (ii) the performance by the Company of its obligations under the Transaction Agreements. (j) Except as otherwise set forth on Schedule 8(j) attached hereto, the Company owns its property and assets, including, without limitation, the property and assets reflected in the audited balance sheet of Clearwire dated December 31, 2005, free and clear of all mortgages, liens, licenses, security interests, charges, claims and other encumbrances, except 8

such encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to the property and assets it leases (including without limitation BRS and EBS spectrum), the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, charges, claims or encumbrances other than those of the lessors of such property or assets, except with respect to leases which the termination of or loss of rights under would not be material to the Company. (k) To the Company's knowledge, the Company has timely filed all returns, declarations, reports, and information statements ("Returns") required to be filed in respect of any and all material Taxes (as defined below). Such Returns are true, correct, and complete in all material respects. The Company has paid all material Taxes due and payable on a timely basis, whether or not shown on such Returns, except those material Taxes contested by the Company in good faith that are listed in Schedule 8(k) attached hereto. The provision for Taxes of the Company as shown in the Financial Statements (as defined below) is adequate for material Taxes due or accrued as of the date of the Financial Statements. The Company has not elected pursuant to section 1362(a) of the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an S corporation, and the Company has not made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or as proposed to be conducted, or any of its properties or material assets. None of the Company's Returns has ever been audited by any applicable governmental authority, and there is no current audit, action, suit, proceeding, or deficiency proposed or assessed or, to the Company's knowledge, currently threatened or contemplated against the Company with respect to material Taxes. The Company has not executed any waiver of any statute of limitations on the assessment or collection of any material Taxes. Since the date of the Financial Statements, the Company has not incurred any material Taxes other than in the ordinary course of business, and the Company has made adequate provisions on its books of account for all material Taxes with respect to its business, properties and operations for such period. There are no liens for material Taxes upon any of the assets of the Company, except liens for material Taxes not yet due and payable. The Company has withheld and collected all material Taxes required to be withheld or collected under the Code or other applicable law, and has paid such material Taxes to the proper governmental authority, all on a timely basis. For purposes of this Agreement, the term "Taxes" means all charges, fees, levies, or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, social security, unemployment, excise, estimated, severance, stamp, occupation, property, or other taxes, together with all interest and penalties on such taxes. (l) Except as disclosed in Schedule 8(l) attached hereto, no Litigation is pending or, to the knowledge of the Company, currently threatened or contemplated, against the Company. None of such Litigation would, if determined adversely, reasonably be expected to have a material adverse effect on the business, condition, affairs, operations, properties, or assets of the Company. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality and no such order, writ, injunction, judgment or decree questions the validity of this Agreement or the other Transaction Agreements or the right of Clearwire to enter into this Agreement or the other 9

Transaction Agreements or to consummate the transactions contemplated hereby or thereby. There is no action, suit, proceeding or investigation by the Company currently pending or that the Company currently intends to initiate. (m) Except as set forth on Schedule 8(m) attached hereto, there are no agreements, understandings or proposed actions between the Company and any of its officers, directors, stockholders, affiliates, or any affiliate thereof. Except as set forth on Schedule 8(m) attached hereto, there are no binding agreements, instruments or contracts to which the Company is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments to the Company in excess of, $1,000,000, (ii) the acquisition, lease, sublease, license, transfer or assignment of BRS or EBS spectrum, (iii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, other than standard end-user object code license agreements, or (iv) provisions that in the aggregate materially restrict or affect the development, manufacture or distribution of the Company's products or services. Except as set forth on Schedule 8(m) attached hereto, the Company has not (W) declared or paid any dividends, or authorized or made any distribution upon or with respect to, or redeemed or repurchased, any class or series of its capital stock, (X) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $1,000,000 or, in the case of indebtedness and/or liabilities individually less than $1,000,000, in excess of $3,000,000 in the aggregate, (Y) made any loans or advances to any person, other than ordinary advances for travel or other out-of-pocket expenses, or (Z) sold, exchanged or otherwise disposed of any of its material assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of this Section 8(m), all indebtedness, liabilities, binding agreements, instruments and contracts involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of this Section 8(m). Each agreement, instrument, contract, judgment, order, writ and decree set forth on Schedule 8(m) attached hereto to which the Company is a party is a valid, binding and enforceable obligation of the Company, and to the knowledge of the Company, of the other party or parties thereto, and is in full force and effect. To the knowledge of the Company, each agreement, instrument, contract, judgment, order, writ and decree set forth on Schedule 8(m) attached hereto to which each of the Subsidiaries is a party is a valid, binding and enforceable obligation of such Subsidiary and of the other party or parties thereto, and is in full force and effect. Neither the Company, nor to the knowledge of the Company, any other party thereto, is, or is considered by any other party thereto to be, in breach of or non-compliance with any term of any agreement, instrument, contract, judgment, order, writ or decree set forth on Schedule 8(m) attached hereto (nor, to the knowledge of the Company, is there any basis for any of the foregoing) that could result in the termination of such agreement, instrument or contract. The Company has not received any notice of cancellation or non-renewal of any agreement, instrument or contract set forth on Schedule 8(m) attached hereto. (n) Except as disclosed in Schedule 8(n) attached hereto, no employee, officer, director or stockholder of the Company or member of his or her immediate family or, in each such case, any affiliate thereof, is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses. 10

(o) None of this Agreement (including and as qualified by all exhibits and schedules hereto), the other Equity Agreements, or any other written statements or certificates made directly by, or, to the Company's knowledge, on behalf of, the Company in connection herewith or therewith contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made. (p) To the knowledge of the Company, the Company has sufficient title and ownership of all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, trade name applications, copyrights, copyright applications, trade secrets, information, proprietary rights and processes necessary for its business as now conducted, without any conflict with or infringement of the rights of others. To the knowledge of the Company, the Company is not in violation of, or by conducting its business as presently or proposed to be conducted, would violate, any technology licenses to which the Company is a party to, including without limitation, any software licenses or open source licenses. Schedule 8(p) attached hereto contains a complete list of all patents, pending patent applications, trademarks and pending trademark applications of the Company. Except as set forth on Schedule 8(p) attached hereto, the Company owns all of such patents, pending patent applications, trademarks and pending trademark applications free and clear of all mortgages, liens, licenses, charges, claims, security interests and other encumbrances. To the knowledge of the Company, the Company is not in violation of or, by conducting its business as presently or proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. Except as set forth in Schedule 8(p), to the knowledge of the Company, no person or entity is violating any of the patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights of the Company except to the extent that such violation would not have a material adverse effect on the Company. The Company has taken all steps that it has determined to be reasonable and necessary to protect its patents, trademarks, service marks, trade names, copyrights (and, in each case, all applications related thereto), trade secrets and other proprietary rights. (q) To the knowledge of the Company, the wireless broadband services offered by the Company have not experienced any material (i) failures related to the continuous provision of service, (ii) breaches of security or (iii) instances of hacking. Further, the Company has no knowledge of any (a) likely failures related to the continuous provision of service, (b) likely source of security breach, or (c) likely source of vulnerability for hacking. (r) The Company has delivered to Investor its audited financial statements (balance sheet and income statement, statement of shareholders' equity and statement of cash flows) as of December 31, 2003, December 31, 2004 and December 31, 2005 for the fiscal years then ended and unaudited financial statements (balance sheet and income statement) as of March 31, 2006 for the three months then ended (the "Financial Statements"). The Financial Statements (i) are in accordance with the books and records of the Company (which are true and complete in all material respects), and (ii) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except that the unaudited Financial Statements do not contain all footnotes and other disclosures required by generally accepted accounting principles. The Financial Statements fairly present in all material 11

respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal audit adjustments with respect to the March 31 2006 Financial Statements. Except as set forth in the Financial Statements or on Schedules 8(s) or 8(u), the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2005, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of the Company. (s) Schedule 8(s) attached hereto identifies all material outstanding loans, debts, notes, mortgages, indentures, security agreements, commitments and other obligations of the Company individually in excess of $1,000,000 or, in the case of such obligations individually less than $1,000,000, in excess of in the aggregate $2,000,000 (collectively, the "Obligations"). To the Company's knowledge, except as disclosed in Schedule 8(s) attached hereto, the Company is not in default under (and has not received any notice that it has breached or committed any material default under) any of the Obligations, and no event or condition has occurred which, with the lapse of time or the giving of notice, or both, would constitute such a default. (t) To the knowledge of the Company, the Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, all of such franchises, permits, licenses and any similar authority is valid and in full force and effect, and the Company believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted. To the knowledge of the Company, the Company is not in default in any respect under any of such franchises, permits, licenses or other similar authority. (u) Except as set forth on Schedule 8(u) attached hereto, since December 31, 2005, there has not been: (i) any material change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements; (ii) any material damage, destruction or loss, whether or not covered by insurance; (iii) any waiver, compromise or default by the Company of a valuable right or of a material debt or obligation owed to it; (iv) any satisfaction or discharge of any lien, charge, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company; 12

(v) any transfer of or granting of any security interest in or any exclusive license with respect to any material asset of the Company; or (vi) any material agreement or commitment by the Company to do any of the things described in this Section 8(u). (v) To the Company's knowledge, the Company is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, and no material expenditures are or will be required in order to comply with any such existing statute, law or regulation. During the period that the Company has owned, licensed or leased its properties and facilities, (a) there have been no disposals, releases or threatened releases of Hazardous Materials (as defined below) from such properties or facilities, (b) neither the Company nor, to the Company's knowledge, any third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials. The Company has no knowledge of any presence, disposals on, or releases or threatened releases of Hazardous Materials from, or under any of such properties or facilities, which may have occurred prior to the Company having taken possession of any of such properties or facilities. For the purposes of this Section 8(v), the terms "disposal," "release," and "threatened release" shall have the definitions assigned thereto by the Comprehensive Environmental Response, Compensation and Liability Act of 1980. 42 U.S.C. Section 9601 et seq., as amended ("CERCLA"). For the purposes of this Section 8(v), "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste which is regulated under, or defined as a "hazardous substance," "pollutant," "contaminant," "toxic chemical," "hazardous material," "toxic substance," or "hazardous chemical" under (i) CERCLA; (ii) the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 11001 et seq.: (iii) the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101, et seq.; (iv)the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; (v) the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq.; (vi) regulations promulgated under any of the above statutes; or (vii) any applicable state or local statute, ordinance, rule, or regulation that has a scope or purpose similar to those statutes identified above. (w) Except as disclosed in Schedule 8(w) attached hereto and for rights granted under the Investor Rights Agreement, the Company has not granted or agreed to grant any registration rights, including without limitation any piggyback or demand rights, to any person or entity. (x) Except as set forth in Schedule 8(x) attached hereto, the Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Company's knowledge, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the Company's knowledge, threatened, nor is the Company aware of any labor organization activity involving its employees. To the Company's knowledge, the Company has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. 13

(y) Except as disclosed in Schedule 8(y) attached hereto, the Company is not party to or bound by any currently effective employment or consultancy contracts involving payments by the Company in excess of $350,000 per annum, excluding discretionary bonuses, deferred compensation agreements, bonus plans, incentive plans, profit sharing plans, retirement agreements or plans, pension plans or other employee compensation arrangements. Except as disclosed in Schedule 8(y) attached hereto, and subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at the will of the Company. None of the officers or key employee of the Company listed on Schedule 8(y) has given oral or written notice of his or her termination of employment with the Company. (z) Except as disclosed in Schedule 8(z) attached hereto, each current officer, employee and consultant of the Company and, to the Company's knowledge, each former officer, employee and consultant that contributed to the intellectual property currently being used by the Company has executed in the Company's favor a standard agreement regarding confidentiality and proprietary information used by the Company and assignment of intellectual property rights in favour of the Company. To the Company's knowledge, none of its current or former employees, officers and consultants is in violation thereof. No such person has excluded works or intellectual property rights made prior to his or her employment or other contractual relationship with the Company from his or her assignment of inventions pursuant to such agreement. Subject to any limitations on such vesting imposed by applicable law, full title and ownership of all inventions and proprietary rights, processes or methods developed or invented by any and all employees and consultants during the period of their employment and/or consultancy and resulting directly or indirectly from their work for the Company vest in the Company pursuant to each such agreement. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to or outside the scope of their employment by the Company. (aa) The Company holds the Federal Communications Commission ("FCC") licenses, permits and authorizations set forth on Schedule 8(aa) attached hereto (the "FCC Authorizations"). (bb) To the Company's knowledge, except as set forth on Schedule 8(bb), the FCC Authorizations are in full force and effect and have not been revoked, suspended, cancelled, rescinded or terminated and have not expired, except where renewal applications are currently pending. To the Company's knowledge, there is not pending or threatened any action by or before the FCC to revoke, suspend, cancel, rescind or modify any of the FCC Authorizations (other than proceedings to amend FCC rules of general applicability), and there is not now issued or outstanding or pending or threatened, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint against the Company or any of its subsidiaries or any wireless broadband system operated by Clearwire. Neither the Company nor any of its subsidiaries is aware of any facts and has received no notice or communication, formal or informal, indicating that the FCC is considering revoking, suspending, cancelling, rescinding or terminating any FCC Authorization. (cc) To the Company's knowledge, all material reports and filings required to be filed by the Company with the FCC have been timely filed, and all such reports and filings are 14

accurate and complete. To the Company's knowledge, all regulatory fees required to be paid by the Company to the FCC have been timely filed and paid. (dd) The Company's systems include wireless systems operating in the US in whole or in part on BRS, EBS, or other spectrum licensed by the FCC to third parties (each a "Lessor") and used or leased by the Company under certain spectrum leases, capacity use agreements or other similar arrangements between the Company (or subsidiaries of the Company) and the Lessors (each a "Spectrum Lease"). Except for Spectrum Leases grandfathered under the FCC's rules, Clearwire believes each Spectrum Lease complies with the FCC's rules, including but not limited to Sections 1.9020 and 1.9030. Except for Spectrum Leases grandfathered under the FCC's rules, Clearwire believes each Spectrum Lease constitutes either a "manager" lease (each a "Manager Lease") or a "de facto transfer" Lease (each a "Transfer Lease") as described in the FCC's rules. (ee) To the extent required under the FCC's rules and except for Spectrum Leases grandfathered under the FCC's rules, the Company (or its applicable subsidiary) has timely filed each Manager Lease with the FCC. To the extent required under the FCC's rules and except for Spectrum Leases grandfathered under the FCC's rules, the Company (or its applicable subsidiary) has filed for and is awaiting (and the FCC Authorizations will include) FCC consent to each Transfer Lease. To the knowledge of the Company, (i) each Lessor holds all FCC licenses, permits and authorizations (the "Lessor Licenses") necessary to operate the License that is subject to the Spectrum Lease to which it is a party, (ii) the representations and warranties set forth in Section 8(bb) are true and correct with respect to the Lessor Licenses, and the representations and warranties set forth in Section 8(cc) are true and correct with respect to the Lessors, and (iii) the representations and warranties made by the Lessors under the Spectrum Leases are true and correct. Each Spectrum Lease is set forth on Schedule 8(ee) and identified as a grandfathered Lease, a Manager Lease or a Transfer Lease. (ff) Employee Benefits. (i) Set forth in Schedule 8(ff) is a complete and correct list of all "employee benefit plans" as defined by section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all specified fringe benefit plans as defined in Section 6039D of the Code, and all bonus, incentive-compensation, profit-sharing, stock-based compensation, severance, change-in-control, or other employee compensation or benefit programs, policies or practices (whether written or unwritten) that are maintained or contributed to by the Company or any Subsidiary, with all such plans, programs and arrangements referred to as the "Employee Plans". (ii) Neither the Company nor any other entity, which together with the Company is treated as a single employer under Section 414 of the Code (an "ERISA Affiliate") maintains, sponsors or is obligated to contribute to (or has ever maintained, sponsored or been obligated to contribute to) an Employee Plan that is subject to Section 302 of 15

ERISA, Section 412 of the Code, or Title IV of ERISA, or a "multiemployer plan", as defined in Section 3(37) of ERISA. (iii) Each Employee Plan has been maintained in all material respects in accordance with its terms and with all provisions of ERISA, the Code and other applicable laws, and the Company and each of its Subsidiaries have not incurred, and no facts exist which could result in, any obligation, penalty, tax or other liability with respect to any Employee Plan that could be imposed on Investor. (gg) All insurance policies maintained by the Company are with reputable insurance carriers, are in such amounts and provide coverage against such customary risks incident to the business of the Company and its properties and assets, are in character and amount and have deductibles consistent with coverage carried by reasonably prudent persons of similar size engaged in similar businesses and subject to the same or similar perils or hazards. The Company has not received notice of any cancellation or termination or disclaimer of liability under any such policy or notice or any indication of any intent to do so or not to renew or to increase the premium with respect to any such policy. 9. RESTRICTED SECURITIES. Investor understands that the Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor's representations as expressed herein. Investor understands that the Securities are "restricted securities" under the Securities Act, inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Securities may be resold without registration under the Securities Act, only in certain limited circumstances and Investor agrees not to transfer the Securities unless the transfer of the Securities is made: (i) pursuant to an effective registration statement under the Securities Act; (ii) to the Company; (iii) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act and in compliance with local laws; or (iv) within the United States (A) in accordance with the exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, and Investor shall be required to furnish to the Company an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or transfer or (B) in a transaction that does not require registration under the Securities Act or applicable state securities laws, and Investor shall be required to furnish to the Company an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or transfer. Investor acknowledges that the Company has no obligation to register or qualify the Securities for resale except as set forth in the Investor Rights Agreement and that the Company is required to refuse to register any transfer not made in accordance with the provisions of this Section 9. Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of Investor's control, and which the Company is under no obligation and may not be able to satisfy. Investor also acknowledges that the certificates representing the Securities shall bear the restrictive legends required under 16

applicable federal and state securities laws and the Stockholders Agreement. The provisions of this Section 9 shall survive the Closing. 10. STOCKHOLDERS AGREEMENT. Investor and Clearwire acknowledge and agree that the Purchased Shares shall be subject to all of the terms of the Equity Agreements, including, among other provisions, the restrictions on transfer and confidentiality obligations set forth therein. Investor further agrees, at the Closing, to sign the SA Joinder Agreement and to become bound by the terms and conditions of the Equity Agreements. 11. INVESTOR RIGHTS AGREEMENT. At the Closing, Investor shall become a party to the Investor Rights Agreement, by executing and delivering the Investor Rights Agreement. 12. COMMERCIAL AGREEMENT. At the Closing, Investor and Clearwire US, LLC shall enter into the Commercial Agreements. 13. COVENANTS. (a) Except for the transactions contemplated under the Concurrent Subscription Agreement and the agreements delivered by the Company pursuant thereto and the Commercial Agreements and Acquisition Agreement, from the date hereof until the Closing, the Company shall carry on, and ensure that its subsidiaries carry on, their respective businesses in the ordinary course of business and substantially in the same manner as previously conducted and neither the Company nor any of its subsidiaries shall consummate any extraordinary transaction which results in a fundamental change in the course of the Company's business. (b) Each of Investor and the Company shall use commercially reasonable efforts to cause the conditions set forth in Section 5 and Section 6 herein to be satisfied and to consummate the transactions contemplated herein. 14. SURVIVAL OF WARRANTIES. Except as otherwise provided herein, the representations and warranties of the Company and Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of one (1) year following the Closing. Notwithstanding the foregoing, nothing in this Section 14 shall be construed to extend the representations, warranties and covenants contained herein beyond the period set forth in the applicable statute of limitations. 15. INDEMNITY. Investor and Clearwire will indemnify and hold each other, as well as their respective officers, directors, stockholders, agents, attorneys and affiliates (the "Indemnified Parties") harmless from and against, and will reimburse the Indemnified Parties for, any and all losses, damages, debts, liabilities, obligations, judgments, orders, awards, writs, injunctions, decrees, fines, penalties, taxes, costs or expenses (including but not limited to any legal and accounting fees and expenses) ("Losses") arising out of or based upon any false representation or warranty or breach or failure by Investor or Clearwire, as the case may be, to comply with any covenant or agreement made by Investor or Clearwire, as the case may be, in this Agreement or in any other document furnished by Investor or Clearwire, as the case may be, to the other in connection with this Agreement (other than the other Transaction Agreements, which shall be subject to any indemnification or other remedy provisions contained therein). 17

16. REQUIRED FILINGS; COOPERATION. As promptly as practicable but in no event more than five (5) days after the date of this Agreement, each of Clearwire and Investor will make all filings required to be made by them in order to complete the transactions contemplated under this Agreement (including all filings under the HSR Act). Between the date of this Agreement and the Closing, each party will (a) cooperate with the other party with respect to all filings that such other party elects to make or is required by applicable laws to make in connection with the transactions contemplated under this Agreement, and (b) cooperate with the other party, including taking all actions reasonably requested by such other party, to cause early termination of any applicable waiting period under the HSR Act. 17. REVOCABILITY. Investor and Clearwire understand and agree that this Agreement may be canceled, terminated, or revoked only by the mutual written consent of Investor and Clearwire. Notwithstanding the foregoing, however, this Agreement may be terminated by either Investor or Clearwire if the Closing shall not have occurred on or before December 31, 2006, provided that the failure to close on or before such date is not the fault of the terminating party. 18. NOTICE. Any notices or other communications in connection herewith shall be sufficiently given if sent by registered or certified mail, postage prepaid, or by facsimile transmission, and: (i) if to the Company, at Clearwire Corporation 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, WA 98033 Facsimile No: 425-216-7900 Attn: Broady Hodder, General Counsel With a copy to: Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98121 Facsimile No: 206-628-7699 Attn: Julie A. Weston, Esq. (ii) if to Investor, at Motorola, Inc. 1475 W. Shure Drive Arlington Heights, IL 60004 Facsimile No: 847-632-3020 Attn: Kevin Gilbert With a copy to: 18

Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Facsimile No: (847) 576-3750 Attn: General Counsel and Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 Attention: Oscar A. David, Esq. Fax: (312)558-5700 or at such other address as either Investor or the Company shall designate to the other by notice in writing. 19. ASSIGNABILITY; SUCCESSORS AND ASSIGNS. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 20. MODIFICATION. Neither this Agreement nor any provision hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought. 21. ENTIRE AGREEMENT. This Agreement, the other Equity Agreements and the documents referred to herein and therein constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and no party shall be liable or bound to any other party in any manner by any warranties, representations, covenants or agreements except as specifically set forth herein or therein. 22. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware and, to the extent it involves any United States statute, in accordance with the laws of the United States. 23. FINDERS' FEES. Except as provided otherwise in Schedule 23 attached hereto, each party represents that it neither is nor will be obligated for any finders' fees or commissions in connection with this Agreement or the transactions contemplated hereby. Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of finders' fees (and the costs and expenses (including legal, travel and out-of-pocket expenses) of defending against such liability or asserted liability) for which Investor or any of its officers, directors, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless Investor from any liability for any commission 19

or compensation in the nature of a finders' fee (and the costs and expenses (including legal, travel and out-of-pocket expenses) of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible. 24. SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 25. FEES AND EXPENSES. Except as otherwise expressly provided for in this Agreement, the Company, on the one hand, and Investor, on the other hand, shall each pay all of its own expenses incurred in connection with the transactions contemplated by this Agreement, including any and all legal, accounting, investment banking and consulting fees and expenses incurred in negotiating, executing and delivering this Agreement and the other agreements, exhibits, schedules, documents and instruments contemplated by this Agreement. Notwithstanding the foregoing, each of the Company and Investor shall pay one-half of the filing fees under the HSR Act related to the transactions contemplated by this Agreement. 26. CURRENCY. All dollar amounts referred to in this Agreement, including the symbol "$", refer to lawful money of the United States of America. 27. COUNTERPARTS. This Agreement may be executed in two (2) or more original or facsimile counterparts all of which together shall constitute one and the same instrument. 28. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement. 29. DELAYS OR OMISSIONS. No failure to exercise or delay in the exercise of any right, power or remedy accruing to Investor upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy of Investor nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. 30. EFFECTIVE DATE. This Agreement shall not be effective, and Investor shall have no obligations hereunder, until such time as that certain Subscription Agreement as disclosed in final form to Investor prior to the date hereof (the "Concurrent Subscription Agreement"), has been executed by the Company and the investor identified therein (the "Concurrent Investor"). [Remainder of this page is intentionally left blank.] 20

The undersigned have duly executed this Agreement as of this 30th day of June, 2006. MOTOROLA, INC. By: /s/ GREGORY BROWN --------------------------------- Name: GREGORY BROWN Title: EXECUTIVE VICE PRESIDENT CLEARWIRE CORPORATION By: --------------------------------- Name: ------------------------------- Title: ------------------------------

The undersigned have duly executed this Agreement as of this 30 day of June, 2006. MOTOROLA, INC. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ CLEARWIRE CORPORATION By: /s/ Benjamin G. Wolff --------------------------------- Name: Benjamin G. Wolff Title: Co-Chief Executive Officer

EXHIBIT A TO SUBSCRIPTION AGREEMENT JOINDER TO STOCKHOLDERS AGREEMENT (attached)

EXHIBIT B TO SUBSCRIPTION AGREEMENT INVESTOR RIGHTS AGREEMENT (attached)

EXHIBIT C TO SUBSCRIPTION AGREEMENT COMMERCIAL AGREEMENTS (attached)

EXHIBIT D TO SUBSCRIPTION AGREEMENT LEGAL OPINION (attached)

EXHIBIT E TO SUBSCRIPTION AGREEMENT INVESTOR LETTER (attached)

EXHIBIT F TO SUBSCRIPTION AGREEMENT ACQUISITION AGREEMENT (attached)

EXHIBIT G TO SUBSCRIPTION AGREEMENT THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (attached)

EXHIBIT 10.47 June 30, 2006 Motorola, Inc. 1303 E. Algonquin Road Schaumburg, IL 60196 Ladies and Gentleman: Motorola, Inc. and Clearwire Corporation have entered into various agreements for (a) the purchase by Motorola, Inc. ("Motorola") (i) of shares of Class A Common Stock of Clearwire Corporation ("Clearwire"), and (ii) of all of the issued and outstanding shares of capital stock of NextNet Wireless, Inc. ("NextNet") pursuant to that Stock Purchase Agreement dated of even date herewith by and among Clearwire, NextNet and Motorola (the "SPA") and (b) various commercial relationships to be entered into by Motorola and Clearwire US LLC ("Clearwire LLC"), Motorola and Clearwire hereby agree to the terms and obligations of this letter agreement (the "Agreement"). 1. Development of Dual Mode ASIC. Section 5.1 (e) of the SPA prohibits Clearwire from entering into any exclusive or sole licensing arrangement regarding any Intellectual Property Rights of NextNet and its Subsidiaries or entering into any non-exclusive licenses other than those non-exclusive use licenses for NextNet's products and related Intellectual Property Rights of NextNet that are entered into the ordinary course of business consistent with past practice, without Motorola's prior written consent. Clearwire desires to cause NextNet to enter into a contract with one Dual Mode ASIC developer, not otherwise engaged in the development, manufacture or distribution of Wireless Broadband Infrastructure Products or Subscriber Products (as defined in the respective Supply Agreements, as defined below), prior to the Closing of the SPA to facilitate development of Dual Mode devices, as defined in the Supply Agreements (the "ASIC Contract"). Clearwire wants to ensure that work on Dual Mode development activity continues following execution of the SPA, to increase the likelihood that the Dual Mode development work will be completed on Clearwire's desired schedule following the Closing. Such ASIC Contract would be a Material Contract and not in the ordinary course of business. Motorola hereby consents to NextNet entering into the ASIC Contract subject to the following: (a) Clearwire shall give Motorola, Intel Corporation, and a third party selected by Clearwire the opportunity to make a proposal for this work, it being understood that Clearwire will have the right to select the developer for such work. (b) Clearwire will fund up to $3,000,000 for such ASIC development work.

(c) To the extent necessary to induce a developer to enter into a contract to perform such ASIC development work, Clearwire may cause NextNet to provide such developer with volume purchase commitments, provided that Clearwire agrees to back stop such volume commitments with orders placed with Motorola. (d) Clearwire will obtain on behalf of NextNet grant back rights from the developer to make, have made, use and sell the Dual Mode ASIC, and Clearwire will not, nor will it permit NextNet to, provide such ASIC developer the right to grant licenses to other ODMs (design-ins) for: (i) IP owned by NextNet covering the ASIC for Dual Modes devices or (ii) IP developed by or on behalf of NextNet covering the ASIC for Dual Mode devices. 2. Review of NextNet Cost Structure. Pursuant to the Wireless Broadband System Infrastructure Agreement and the Wireless Broadband CPE Supply Agreement described in the SPA (the "Supply Agreements") the parties have agreed to specific product pricing set forth on Exhibit A to each Supply Agreement. Such pricing was based on representations by Clearwire of NextNet's product component costs multiplied by a factor of (a) 1.33 plus warranty of 1.5% for Infrastructure products and (b) 1.15 plus warranty of 1.5% for CPE products. In order to confirm the pricing set forth in the Supply Agreements, between signing of the SPA and Closing under the SPA, Motorola will be permitted to review NextNet product component costs as they relate to such product pricing. Motorola will, subject to appropriate confidentiality protections, utilize the services of a national accounting firm to review NextNet's cost structure with respect to such product component costs. If NextNet's product component costs differ from those represented by Clearwire, the parties will adjust the pricing under the Supply Agreements such that the pricing equals the actual product component costs multiplied by the factors set forth above. 3. Party Relationship. Each party is an independent contractor and not an agent, joint venturer, or representative of the other, and neither party may create any obligations or responsibilities on behalf of or in the name of the other. Under no circumstances may either party hold itself out to be a partner, employee, franchisee, representative, servant or agent of the other party. Neither party will impose or create any obligation or responsibility, express or implied, or make any promises, representations or warranties on behalf of the other party, other than as expressly provided herein. 4. Waiver. The failure of either party to insist in any one or more instances, upon the performance of any of the terms or conditions or to exercise any right contained in this Agreement will not be construed as a waiver or relinquishment of the future performance of any terms or conditions or the future exercise of such right, but the obligation of the other party with respect to such future performance will continue in full force and effect. 5. Dispute Resolution: Injunctive Relief. Any claims or disputes between the parties will be submitted to non-binding mediation prior to initiation of any formal legal process provided, however, that this provision does not preclude either party from resorting to judicial proceedings if: (i) good faith efforts to resolve the dispute under mediation are unsuccessful; or (ii) the claim or dispute relates to intellectual property rights; or (iii) a party seeks injunctive relief, such as a temporary restraining order. Each party agrees that the other party shall be 2

entitled to seek injunctive relief to prevent breaches of the provisions of Section 5 hereof and to specifically enforce the provisions of Section 5 hereof in addition to any other remedy to which such party may be entitled at law or in equity. 6. Notices. All notices, requests, demands, instructions, documents and other communications to be given under this Agreement to any party shall be in writing and sent to the address/fax number set forth on the signature page below (provided that any party may at any time change its address for notice or other such information by giving written notice thereof in writing to the other parties hereto). 7. General. Except as otherwise expressly permitted, no alterations or modifications of this Agreement will be binding upon either Clearwire or Motorola unless made in writing and signed by an authorized representative of each party. If any term or condition of this Agreement is to any extent held by a court or other tribunal to be invalid, void or unenforceable, then that term or condition will be inoperative and void, but the remaining rights and obligations of the parties will be construed and enforced as if this Agreement did not contain the particular term or condition held to be invalid, void or unenforceable. This Agreement will accrue to the benefit of and be binding upon the parties hereto and any successor entity into which either party will have been merged or consolidated or to which either party will have sold or transferred all or substantially all its assets, but it will not be otherwise assigned by either party without the prior written consent of the other party. The parties agree that any consent to a requested assignment will not be unreasonably withheld or delayed. This Agreement will be governed by the laws of the State of New York, without regard to conflict of law rules of New York. Please confirm that the above correctly reflects our understanding and agreement with respect to the foregoing matters by signing the enclosed copy of this letter and returning such copy to the Company. Very truly yours, CLEARWIRE CORPORATION Address: 5808 Lake Washington Blvd. NE Suite 300 Kirkland, WA 98033 By: /s/ Benjamin G. Wolff Fax No.: (425) 216-7776 --------------------------------- Name: Benjamin G. Wolff Title: Co-Chief Executive Officer Agreed and Accepted: MOTOROLA, INC. Address: 1501 W. Shure Drive Arlington Heights, IL 60004 Fax No.: (847) 632-2683 By: /s/ Donald F. Mcclellan --------------------------------- Name: Donald F. Mcclellan Title: Corporate Vice President 3

EXHIBIT 10.48 ================================================================================ AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CLEARWIRE HAWAII PARTNERS LLC by and between CLEARWIRE US LLC and SHICHININ, LLC Dated as of July 12, 2006 ================================================================================

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of July 12, 2006, by and between Clearwire US LLC, a Nevada limited liability company ("Clearwire") and Shichinin, LLC, a Delaware limited liability company ("Hawaiian Member"), and supersedes in its entirety the limited liability company agreement of Clearwire Hawaii Partners LLC dated July 11, 2006. WHEREAS, Hawaiian Member formed Clearwire Hawaii Partners LLC (the "Company") on July 7, 2006 and executed a subscription agreement, dated July 11, 2006 (the "Subscription Agreement") whereby Hawaiian Member has committed to contribute Fifteen Million Dollars ($15,000,000.00) within 60 days after the date of formation of the Company; WHEREAS, in order to take advantage of their combined resources and experience with respect to the ownership and operation of wireless communications systems, Clearwire wishes to purchase a membership interest in the Company and to enter into an Amended and Restated Limited Liability Company Agreement which sets forth their mutual understandings and agreements with respect to the Company and their interests therein; NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is hereby agreed as follows: ARTICLE 1 GENERAL Section 1.1. Name The name of the Company is CLEARWIRE HAWAII PARTNERS LLC. Section 1.2. Principal Place of Business; Registered Office and Agent. (a) The Company's principal office and place of business is located at 5808 Lake Washington Blvd. N.E., Suite 300, Kirkland, WA 98033. The principal office and place of business may be changed from time to time, and other offices and places of business may be established from time to time, by the Manager with notice to the Members. (b) The address of the registered office of the Company in the State of Delaware shall be 2711 Centerville Road, Suite, 400, Wilmington, Delaware or such other address as the Manager may determine from time to time. The registered agent for service of process on the Company shall be Corporation Services Company or such other agent as the Manager may determine from time to time. Section 1.3. Term. The term of the Company shall commence on July 12, 2006 and, unless sooner terminated in accordance with the terms hereof, shall be perpetual.

Section 1.4. Purpose and Powers. (a) The purposes of the Company shall be to acquire, develop, own and operate certain assets for the provision of wireless broadband services within the State of Hawaii (the "Business") and includes any reasonable extensions or modifications thereof. (b) The foregoing provisions of this Section 1.4 may be modified by the affirmative vote or consent of the holders of a Majority in Interest of the Members. The foregoing provisions of this Section 1.4 shall not be construed to authorize the Company to, and the Company shall not, and the Members agree that the Company shall not, engage in any activities other than the foregoing (and in particular any activities expanding or changing the scope of the Business beyond that contemplated by the definition thereof) without the consent of the holders of a Majority in Interest, which they may withhold in their sole discretion. Section 1.5. Filings. The Manager shall cause to be executed, filed and published all such certificates, notices, statements or other instruments, and amendments thereto, under the laws of the State of Washington, Delaware, and Hawaii and other applicable jurisdictions as the Manager may deem necessary or advisable for the operation of the Company. Section 1.6. Sole Agreement. The parties intend that their obligations to each other and the scope of their joint enterprise be as set forth in this Agreement, and that no further authority to bind the other or the Company or any liabilities to each other or any third party be inferred from the relationships described in such agreements. Section 1.7. Definitions. Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the respective meanings specified in this Section 1.7. "Act" means the Delaware Limited Liability Company Act, 6 Del. C. Section 18.101 et seq., as the same may be amended or replaced from time to time. "Adjustment Date" means the closing date of a sale of a majority of the stock or all or substantially all of the assets in (i) Clearwire Corporation or (ii) a Clearwire Affiliate. "Affiliate" means, when used with reference to a specified Person, (i) any Person that directly or indirectly controls or is controlled by or is under common control with the specified Person, and (ii) any Person that is an officer or director of, a manager of, a general partner in or a trustee of, or serves in a similar capacity with respect to, the specified Person or any Person described in clause (i) or of which the specified Person or any Person described in clause (i) is a director, officer, general partner, manager or 2

trustee, or with respect to which the specified Person or any Person described in clause (i) serves in a similar capacity; provided, that the Company shall be deemed not to be an Affiliate of any of the Members or any of their respective Affiliates. For purposes of this Section 1.7., the term "control" (including the terms "controlling," "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to (i) vote 50% or more of the Units of such Person or (ii) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. "Agents" is defined in Section 6.5(a). "Agreement" means this Limited Liability Company Agreement, as amended, modified, supplemented or restated from time to time. "Alternative Rights Notice" is defined in Section 7.6(a). "Alternative Transaction" is defined in Section 7.6(a). "Alternative Transaction Purchase Price" is defined in Section 7.6(a). "Assignment and Assumption Agreement" is defined in Section 2.2(a). "Bankruptcy" means with respect to any Member: (i) the filing by such Member of a voluntary petition seeking liquidation, dissolution, reorganization, rearrangement, readjustment or similar relief, in any form, of its debts under the Federal Bankruptcy Code (or corresponding provisions of future laws) or any other bankruptcy or insolvency law, or such Member's filing an answer consenting to, or acquiescing in any such petition, or the adjudication of such Member as a bankrupt or insolvent; (ii) the making by such Member of an assignment for the benefit of its creditors or any similar action for the benefit of creditors, or the admission by such Member in writing of its inability to pay its debts as they mature; (iii) the expiration of sixty (60) days after the filing of an involuntary petition under the Federal Bankruptcy Code (or corresponding provisions of future laws) or any other bankruptcy or insolvency law, an application for the appointment of a receiver for the assets of such Member, or an involuntary petition seeking liquidation, dissolution, reorganization, rearrangement or readjustment of its debts or similar relief under any bankruptcy or insolvency law, provided that the same shall not have been vacated, set aside or stayed within such sixty (60)-day period; (iv) the giving of notice by such Member to any Governmental Authority of insolvency or pending insolvency or suspension or pending 3

suspension of operations; (v) the appointment (or such Member's seeking or acquiescing in such appointment) of any trustee, receiver, conservator or liquidator of such Member of all or any substantial part of its properties or its interest in the Company; or (vi) the entry of an order for relief against such Member under the Federal Bankruptcy Code (or corresponding provisions of future laws) or any other bankruptcy or insolvency law. The foregoing is intended to supersede and replace the events listed in Section 25.15.130 (1) (d) and (e) of the Act. "Bill of Title Transfer" is defined in Section 2.2(a). "Book Value" means (a) with respect to any property contributed to the Company by a Member, the fair market value of such property reduced (but not below zero) by all Depreciation with respect to such property charged to the Members' Capital Accounts and (b) with respect to any other asset of the Company, the adjusted basis of such property for federal income tax purposes, all as of the time of determination, and subject to adjustment pursuant to Section 2.1(b). "Business" is defined in Section 1.4(a). "Capital Account" is defined in Section 2.1(a). "Change of Control" is defined in Section 7.9. "Claim" is defined in Section 10.3(a). "Clearwire Assets" is defined in Section 2.2(b). "Clearwire Seller" is defined in Section 7.6(a). "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Company" is defined in the second paragraph of this Agreement. "Confidential Information" means all documents and information concerning the Company and/or its Subsidiaries, the Members or their Affiliates, furnished to a Member or its Affiliate in connection with the transactions leading up to and contemplated by this Agreement and the operation of the Company and/or its Subsidiaries. "Consent" means any consents and approvals of Governmental Authorities or other third parties necessary to authorize, approve or permit the parties hereto to consummate the Transactions and for the Company to operate its business. "Contribution Option" is defined in Section 2.3(a). 4

"Deficit Capital Account" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the taxable year, after giving effect to the following adjustments: (i) credit to such Capital Account any amount that such Member is obligated to restore to the Company under Regulation Section 1.704-1(b)(2)(ii)(c), as well as any addition thereto pursuant to the next to last sentences of Regulation Sections 1.704-2(g)(1) and (i)(5); and (ii) debit to such Capital Account the items described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6). This definition is intended to comply with the provisions of Regulation Sections 1.704-1(b)(2)(ii)(d) and 1.704-2, and shall be interpreted consistently with those provisions. "Depreciation" means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period for federal income tax purposes; provided, that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of any such year or other period, Depreciation shall be an amount that bears the same relationship to the Book Value of such asset as the depreciation, amortization, or other cost recovery deduction computed for federal income tax purposes with respect to such asset for the applicable period bears to the adjusted tax basis of such asset at the beginning of such period, or, if such asset has a zero adjusted tax basis, Depreciation shall be an amount determined under any reasonable method selected by the Manager. "Distributable Cash" means, as of the end of any fiscal period, the excess of the cash and cash equivalents held by the Company and its Subsidiaries over the aggregate amount of any reserves established by the Manager (in accordance with sound business practice) to fund the Company's reasonably anticipated cash requirements. "Drag Notice" is defined in Section 7.2. "Drag Rights" is defined in Section 7.2. "Equity Interests" means capital stock, partnership interests, limited liability company interests or other ownership or beneficial interests of any Person. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fair Market Value" means, with respect to any asset, as of the date of determination, the cash price at which a willing seller would sell and a willing buyer would buy, each being apprised of all relevant facts and neither acting under compulsion, such asset in an arm's-length negotiated transaction with an unaffiliated third party without time constraints. Without limiting the foregoing the Fair Market Value of any Unit shall be the Fair Market Value of the Company, taken as a whole, divided by the 5

total outstanding Units of the Company, as of the date of the determination. Except as otherwise provided in Section 7.6, Fair Market Value shall be determined in accordance with Section 7.9. "FCC" means the Federal Communications Commission or any successor agency or entity performing substantially the same functions. "FCC Law" means the Communications Act of 1934, as amended (including as amended by the Telecommunications Act of 1996), and the rules, regulations and policies promulgated thereunder. "GAAP" means generally accepted accounting principles as used by the Financial Accounting Standards Board and/or the American Institute of Certified Public Accountants. "Governmental Authority" means a national, state, provincial, county, city, local or other governmental or regulatory body or authority, whether domestic or foreign. "Immediate Family" means, with respect to any Person, such Person's spouse, parents, siblings and children, and such Person's spouse's parents, siblings and children. "Indemnified Party" is defined in Section 10.1(b). "Indemnifying Party" is defined in Section 10.3(a). "Indenture" means that certain Indenture dated as of August 5, 2005, as subsequently amended, among Clearwire, Clearwire LLC, Fixed Wireless Holdings, LLC, NextNet Wireless, Inc., and The Bank of New York, as Trustee. "Initiating Members" is defined in Section 6.8(e). "Information Rights Member" means a Member holding at least 5% of the outstanding Units in the Company. "Interest" means the Membership Interest of a Member, and includes the entire legal and equitable ownership interest of a Member in the Company. "Law" means applicable common law and any statute, ordinance, code or other law, rule, permit, permit condition, regulation, order, decree, technical or other standard, policy, opinion, requirement or procedure enacted, adopted, promulgated, applied or followed by any Governmental Authority. "License" means a license, permit, certificate of authority, waiver, approval, certificate of public convenience and necessity, registration or other authorization, consent or clearance to construct or operate a facility (including any emissions, discharges or releases therefrom), to transact an activity or business, to construct a tower or to use an asset or process, in each case issued or granted by a Governmental Authority. 6

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, right of first refusal or other right of others therein, or encumbrance of any nature whatsoever in respect of such asset. "Liquidator" is defined in Section 9.3(b). "Majority in Interest" means, with respect to any matter, any combination of Members who, in the aggregate, own greater than 50% of the outstanding Units of the Company. "Manager" is defined in Section 6.1. "Material Adverse Effect" means a material adverse effect on the business, financial condition, assets, liabilities or results of operations or prospects of the Person specified. "Member" means Clearwire, Hawaiian Member and/or any Person who, at the time of the reference thereto, has been admitted to the Company as a Member in accordance with the terms of this Agreement and has not ceased to be a Member hereunder, in such Person's capacity as a member (within the meaning of the Act) of the Company. "Membership Interest" means all of a Member's share in the net profits, net losses, and other items of income or loss of the Company and distributions of the Company's assets pursuant to this Agreement, based on the percentage of outstanding Units owned by that Member, and all of a Member's rights to participate in the management or affairs of the Company, including the right to vote on, consent to or otherwise participate in any decision of the Members. "Neutral Bank" means the internationally recognized investment banking firm selected as follows: (a) Clearwire shall initially propose a slate of three firms; and (b) from such slate Hawaiian Member shall select the firm. "Non-Tax Distributions" means all distributions to a Member other than distributions intended (as determined in good faith by the Manager) to provide cash for the payment of such Member's federal income taxes based solely on such Member's distributive share of the Company's income. "Offer" is defined in Section 7.4. "Option Amount" is defined in Section 2.3(a). "Percentage Interest" means, with respect to a Unit Holder on a particular date, a fraction, expressed as a percentage, the numerator of which is the number of Units held by such Unit Holder on such date and the denominator of which is the total number of Units then outstanding. "Person" means any individual, corporation, partnership, firm, joint venture, 7

limited liability company, limited liability partnership, association, joint stock company, trust, estate, incorporated or unincorporated organization, Governmental Authority, or other entity. "Presenting Member" is defined in Section 6.6(b). "Remaining Members" is defined in Section 6.8(e). "Reporting Entities" is defined in Section 5.7. "SEC" means the Securities and Exchange Commission. "Sarbanes-Oxley Act" is defined in Section 5.7. "Selling Member" is defined in Section 7.6(a). "Significant Event" is defined in Section 6.3(a). "Significant Matter" is defined in Section 6.3(a). "Subscription Agreement" is defined in the Preamble. "Subsidiary" means, when used with respect to a specified Person, any other Person of which at least 50% of the Equity Interests are owned, directly or indirectly, through one or more intermediaries by the specified Person. "Tag Notice" is defined in Section 7.3. "Tax Matters Partner" is defined in Section 5.6(d). "Transactions" means the transactions contemplated by this Agreement. "Treasury Regulations" means temporary and final regulations issued by the United States Department of the Treasury pursuant to the Code. "Unit Holder" means a Person who is the owner of Unit(s) in the Company. "Units" means each of the 10,000,000 units in the Company issued pursuant to Section 2.2 for the initial capital contributions by the Members, each of which initially represents a 0.001% Membership Interest under this Agreement and any Units subsequently issued pursuant to Section 2.3 or 2.4, or otherwise. The Membership Interest represented by a Unit shall be proportionately adjusted for any issuance of additional Units pursuant to Section 2.3 or 2.4 of this Agreement or otherwise. "Wireless Communications System" means the equipment and other assets required for the provision of wireless communications services. "Wireless Opportunity" is defined in Section 6.6(b). 8

ARTICLE 2 CAPITALIZATION Section 2.1. Capital Accounts. (a) A capital account ("Capital Account") shall be determined and maintained for each Member in accordance with the principles of Regulation Section 1.704-1(b) at all times throughout the full term of the Company. In the event of a permitted sale or assignment of all or any part of a Member's Units or Membership Interest, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Unit(s) or Membership Interest. (b) The Book Value of all Company properties shall, unless otherwise determined by the Manager, be adjusted to equal their respective gross fair market values, as determined by the Manager, as of the following times: (1) in connection with the acquisition of a Unit or Membership Interest by a new or existing Member for more than a de minimis capital contribution; (2) in connection with the grant of Units or other Membership Interest (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a member capacity, or by a new Member acting in a member capacity or in anticipation of being a member; (3) in connection with the liquidation of the Company as defined in Regulation Section 1.704-(1)(b)(2)(ii)(g); or (4) in connection with a more than de minimis distribution to a retiring or a continuing Member as consideration for all or a portion of his or its Unit(s) or Membership Interest. In the event of a revaluation of any Company assets hereunder, the Capital Accounts of the Members shall be adjusted, including continuing adjustments for Depreciation, to the extent provided in Regulation Section 1.704-(1)(b)(2)(iv)(f). Section 2.2. Initial Capital Contributions. (a) Effective July 11, 2006, pursuant to the Subscription Agreement, Hawaiian Member made a commitment to contribute to the Company the amount of Fifteen Million Dollars ($15,000,000) within sixty (60) days from the date of the Company's formation. In connection with this commitment, the Company issued to Hawaiian Member two million one hundred forty thousand (2,140,000) Units to reflect its ownership interest in the Company. (b) Within sixty (60) days from the date of the Company formation, subject to the satisfaction of the applicable conditions set forth in Section 2.2(d) below, Clearwire shall contribute those assets listed on Schedule 2.2 (the "Clearwire Assets") pursuant to an Assignment and Assumption Agreement in the form attached as Exhibit A (the "Assignment and Assumption Agreement") and a Bill of Title Transfer in the form attached as Exhibit B (the "Bill of Title Transfer") in exchange for 7,860,000 Units. The Clearwire Assets are being transferred subject to a continuing lien on these assets pursuant to the Indenture. Clearwire and Hawaiian 9

Member hereby agree that the initial Capital Account balance of Clearwire is Fifty Five Million Dollars ($55,000,000). (c) Immediately after giving effect to the contribution to the equity of the Company by Clearwire set forth above in Section 2.2(b), Clearwire shall own 78.6% of the outstanding Units in the Company and Hawaiian Member shall own 21.4% of the outstanding Units in the Company. (d) The obligations of Clearwire to consummate the contributions set forth in this Section 2.2 shall be subject to the following: (i) With respect to both Clearwire and Hawaiian Member, no governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered into any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or impractical. (ii) The representation and warranties of Hawaiian Member set forth in Section 8.3 hereof shall be true and correct in all material respects on the date hereof and on the date of consummation of the transaction contemplated by this Section 2.2, and (y) Hawaiian Member shall have satisfied its obligations under the Subscription Agreement. (iii) Hawaiian Member's contribution of Fifteen Million Dollars ($15,000,000) pursuant to Section 2.2(a). (e) The obligation of Hawaiian Member to contribute Fifteen Million Dollars ($15,000,000) pursuant to Section 2.2(a) shall be subject to the following: (i) The representation and warranties of Clearwire set forth in Section 8.3 hereof shall be true and correct in all material respects on the date hereof and on the date of consummation of the transaction contemplated by this Section 2.2 (ii) Clearwire's contribution of the Clearwire Assets pursuant to Section 2.2(b). Section 2.3. Hawaiian Member Contribution Option. (a) Contribution Option. For three (3) years from the date of this Agreement, Hawaiian Member shall have the option to contribute an additional Fifty Million Dollars ($50,000,000) ("Option Amount") in immediately available funds in exchange for 5,680,000 additional Units in the Company (the "Contribution Option"), subject to adjustment for additional capital calls, non-prorata distributions, and reorganization events. (b) Notice and Payment. Hawaiian Member shall give written notice of 10

its intent to exercise the Contribution Option and shall, within ten (10) days of such notice wire the Option Amount to the Company in exchange for the additional ownership interest stated in Section 2.3(a) above. (c) Amendment. Each of the Members agree that this Section 2.3 shall not be modified or amended without the written consent of the Hawaiian Member. Section 2.4. Additional Contributions. (a) Additional Contributions. The Manager shall determine whether it is in the Company's interest to borrow amounts necessary to satisfy the Company's additional capital needs or whether a capital call of the Members should be made. In the event that the Manager determines that a capital call is in the Company's best interests, or in the event that a Majority in Interest decides to expand the scope of the Company's operations, whether by adding additional services or increasing the market scope of the Company, then the Manager shall provide written notice to each Member with respect to the amount of required additional capital, the number of Units to be sold and the price per Unit and requesting each Member to provide its proportionate share of such additional capital. Within five (5) days of the delivery of such notice, each Member will provide the Manager with written notice as to whether it will contribute its proportionate share of the additional capital. (b) Disproportionate Contributions. If any Member chooses not to so contribute, then the contributing Members shall have the option to purchase the non-participating Member's share of the Units being sold in addition to their own share of the Units. (c) Insufficient Additional Contributions. If additional capital is needed to expand the operations of the Company into new markets (including markets in the islands of Hawaii) and the Company does not receive the full amount of additional contributions requested pursuant to Section 2.4(a) above, then the contributing Members may form a new entity with respect to such expanded areas, and the non-contributing Member shall not have any ownership interest in such new entity. Section 2.5. No Withdrawals Except as expressly set forth herein, no Member shall be entitled to withdraw any portion of its capital contribution or Capital Account balance. Section 2.6. No Interest on Capital Contribution. Except as expressly set forth herein, no Member shall be entitled to receive any interest on its capital contribution or Capital Account balance. Section 2.7. No Third Party Beneficiaries The provisions of this Article 2 are intended solely to benefit the Members and, to the fullest extent permitted by applicable law, shall not be construed as conferring any 11

benefit upon any creditor of the Company (and no such creditor shall be a third party beneficiary of this Agreement), and no Member shall have any duty or obligation to any creditor of the Company to make up any capital contributions to the Company and no Member or Manager shall have any duty or obligation to any creditor of the Company to issue any call for capital pursuant to this Article 2 or otherwise. Section 2.8. Preemptive Right (a) Grant of Preemptive Rights. The Company hereby grants to each Eligible Member the preemptive rights set forth in this Section 2.8 with respect to each issuance of Units, or securities or instruments convertible into or exchangeable or exercisable for any Units, of any class of security of the Company, other than the Units that are issued and outstanding as of the date of this Agreement and other than Units issued or issuable in the following circumstances (collectively, subject to the following exceptions, "New Units"): (i) Units (and/or options, warrants or other Unit purchase rights, and the Units issued pursuant to such options, warrants or other rights) issuable or issued to employees, consultants, directors, vendors, lessors or others with whom the Company conducts business, provided that such shares, options, warrants or other rights are issued directly in a transaction approved by the Manager or pursuant to a stock option plan or restricted stock plan approved by the Majority in Interest; (ii) Units (and/or options, warrants or other Unit purchase rights, and the Units issued pursuant to such options, warrants or other rights) issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financing or similar transactions; (iii) Units (and/or options, warrants or other Unit purchase rights, and the Units issued pursuant to such options, warrants or other rights) issued pursuant to 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, provided that each of the foregoing transactions is primarily for non-financing purposes; (iv) Units issuable or issued in connection with bona fide acquisitions of or by the Company whether by merger, consolidation, sale of assets, sale or exchange of equity or otherwise, the terms of which are approved by the Manager and the Majority in Interest; (v) Units (and/or options, warrants or other Unit purchase rights, and the Units issued pursuant to such options, warrants or other rights) issued or issuable (i) to the public pursuant to the IPO or (ii) upon exercise of warrants or rights granted to underwriters in connection with 12

such IPO; (vi) Units (and/or options, warrants or other Unit purchase rights, and the Units issued pursuant to such options, warrants or other rights) issuable or issued pursuant to agreements and warrants existing on the date hereof, including without limitation, the rights of the Hawaiian Member to purchase Units pursuant to Section 2.3 hereof; (vii) Units issued in connection with any equity split, equity dividend, reserve equity split or other distribution of Units that does not affect the economic interests or rights of holders of Units. (b) Exercise of Preemptive Rights. Each time after the date of this Agreement and prior to the time that the Company proposes to offer any New Units, the Company shall first make an offering of such New Units to the Eligible Member in accordance with this Section 2.8. (i) The Company shall deliver a notice (the "Issue Notice") to the Eligible Member stating (x) the bona fide intention of the Company to offer such New Units, (y) the number of such New Units to be offered, and (z) the price and terms upon which the Company proposes to offer such New Units. (ii) By written notification received by the Company, within 10 business days after receipt of the Issue Notice, each Eligible Member may elect to purchase, at the price and on the terms specified in the Issue Notice, a portion of such New Units that equals the proportion that the number of Units including any options, warrants or other share purchase rights held by such Member bears to the total number of shares of Units of the Company then outstanding, on a fully diluted basis, but excluding (x) any options, warrants or other rights to acquire Units where the fair market value of the Units issuable on the exercise of such options, warrants or other rights, as determined in good faith by the Manager, is less that the exercise price of such options, warrants or other rights and (y) any Units and options, warrants or other rights to acquire Units that are reserved but unallocated pursuant to any stock plan. Such written notification shall be a binding, irrevocable commitment to purchase such New Units. (iii) If Eligible Members do not elect to purchase all of the New Units that Eligible Members are entitled to purchase under subsection (ii), the Company may offer the unsubscribed portion of such New Units to any Persons at a price not less than, and upon terms no more favorable to the offeree, than those specified in the Issue Notice, provided that the Company completes the offer and sale of such unsubscribed portion within 120 business days after the date the applicable Issue Notice is first delivered to stockholders of the Company. 13

(iv) No Member may assign its rights under this Section 2.8 without the consent of the Manager, which may be withheld at its sole discretion. (c) Eligible Member. For the purposes of this Section 2.8, an "Eligible Member" shall mean each Member holding at least 1% of the outstanding capital equity of the Company, on a fully diluted basis on the day immediately prior to the issuance of the Issue Notice. ARTICLE 3 PROFITS AND LOSSES Section 3.1. Allocation of Net Profit and Loss - In General. (a) Allocation of Net Profit. After giving effect to the special allocations set forth in Sections 3.2 and 3.3, the net profit for any fiscal year of the Company shall be allocated among the Members in the following order of priority: (i) first, to the Members in the reverse chronological order in which net losses were allocated to the Members pursuant to Sections 3.1(b)(iv), 3.1(b)(iii), and 3.1(b)(ii), respectively, until each Member has received aggregate allocations of net profit under this Section 3.1(a)(i) in an amount equal to, but not in excess of, the aggregate allocations of net loss to such Member pursuant to Sections 3.1(b)(ii) through 3.1(b)(iv)) for all prior fiscal years; and (ii) thereafter, to the Members in proportion to their respective Percentage Interests. (b) Allocation of Net Loss. After giving effect to the special allocations set forth in Sections 3.2 and 3.3, the net loss for any fiscal year of the Company shall be allocated among the Members in the following order of priority: (i) first, in proportion to the amounts allocated to the Members pursuant to Section 3.1(a)(ii) in an amount equal to the excess, if any, of (i) the cumulative net profits allocated to the Members pursuant to Section 3.1(a)(ii) for all prior fiscal years, over (ii) the cumulative net losses allocated to the Members pursuant to this Section 3.1(b)(i) for all prior fiscal years; (ii) second, to the Members in proportion to their respective Percentage Interests; provided, however, that net losses shall not be allocated to any Member pursuant to this Section 3.1(b)(ii) to the extent such allocation would cause such Member to have a Deficit Capital Account at the end of any fiscal year. Such excess net loss shall, instead, be allocated in accordance with Section 3.1(b)(iii); (iii) third, the remaining net loss, if any, shall be allocated 14

among those Members who do not have Deficit Capital Accounts in proportion to their respective Percentage Interests; provided, however, that no allocation under this Section 3.1(b)(iii) shall cause any Member to have a Deficit Capital Account; and (iv) thereafter, any remaining net loss shall be allocated among the Members in proportion to their respective Percentage Interests. Section 3.2. Special Allocations The following special allocations shall be made for any fiscal year of the Company in the following order: (a) Minimum Gain Chargeback. If there is a decrease in the Company's "partnership minimum gain," as defined in and determined under Regulation Sections 1.704-2(b)(2) and 1.704-2(d), the minimum gain chargeback provisions of Regulation Section 1.704-2(f), which are hereby incorporated into this Agreement by this reference, shall be applied. (b) Member Minimum Gain Chargeback. If there is a decrease in any Member's share of "partner nonrecourse debt minimum gain," as defined in and determined under Regulation Section 1.704-2(i), the partner nonrecourse debt minimum gain chargeback provisions of Regulation Section 1.704-2(i)(4), which are hereby incorporated into this Agreement by this reference, shall be applied. (c) Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in accordance with Regulation Section 1.704-(1)(b)(2)(ii)(d). (d) Nonrecourse Deductions. "Nonrecourse deductions," as defined in and determined under Regulation Sections 1.704-2(b)(1) and (c), shall be allocated among the Members in accordance with the allocation pursuant to Section 3.1(a)(ii). (e) Member Nonrecourse Deductions. "Partner nonrecourse deductions," as defined in and determined under Regulation Sections 1.704-2(i)(1) and (2), shall be specially allocated among the Members in accordance with Regulation Section 1.704-2(i).Curative Allocations Section 3.3. Corrective Allocations. The allocations set forth in Section 3.2 are intended to comply with certain regulatory requirements under Code Section 704(b). The Members intend that, to the extent possible, all allocations made pursuant to such Sections will, over the term of the Company, be offset either with other allocations pursuant to Section 3.2 or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 3.3. Accordingly, the Manager is hereby authorized and directed to make offsetting allocations of Company income, gain, loss or deduction under this Section 3.3 in whatever manner the Manager determines is 15

appropriate so that, after such offsetting special allocations are made (and taking into account the reasonably anticipated future allocations of income and gain pursuant to Sections 3.2(a) and 3.2(b), the Capital Accounts of the Members are, to the extent possible, equal to the Capital Accounts each would have if the provisions of Section 3.2 were not contained in this Agreement and all income, gain, loss and deduction of the Company were instead allocated pursuant to Section 3.1. Section 3.4. Other Allocation Rules. (a) General. Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, credit, and any other allocations not otherwise provided for shall be divided among the Members in accordance with their Percentage Interests, or as otherwise may be required under the Code and the Regulations thereunder. Section 3.5. Allocation of Excess Nonrecourse Liabilities. Solely for purposes of determining a Member's proportionate share of the "excess nonrecourse liabilities" of the Company within the meaning of Regulation Section 1.752-3(a)(3), the Members' interests in the Company's profits shall be their respective Percentage Interests. Section 3.6. Allocations in Connection with Varying Interests. If, during a Company fiscal year, there is (i) a permitted transfer of all or a part of a Member's interest in the Company, or (ii) the admission or withdrawal of a Member, net profit, net loss, each item thereof, and all other tax items of the Company for such fiscal year shall be divided and allocated among the Members by taking into account their varying interests during such fiscal year in accordance with Code Section 706(d) and using any conventions permitted by law and selected by the Manager. Section 3.7. Determination of Net Profit or Loss. The net profit or net loss of the Company, for each fiscal year or other period, shall be an amount equal to the Company's taxable income or loss for such 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 pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), subject to the following adjustments: (a) Any income of the Company that is exempt from federal income tax shall be added to such taxable income or loss; (b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as such pursuant to Regulation Section 1.704-1(b)(2)(iv)(i) shall be subtracted from such taxable income or loss; (c) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, Depreciation for such fiscal year shall be taken into account; (d) If the Book Value of any Company asset is adjusted pursuant to Section 2.1(b), the amount of such adjustment shall be taken into account as gain or 16

loss from the disposition of such asset for purposes of computing net profit or loss; (e) Gain or loss resulting from the disposition of any Company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed with reference to the Book Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from the Book Value of such asset; and (f) any items that are specially allocated pursuant to Section 3.2 or Section 3.3 shall not be taken into account in computing the Company's net profit or net loss. Section 3.8. Mandatory Tax Allocations Under Code Section 704(c). (a) In accordance with Code Section 704(c) and Regulation Section 1.704-3, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value. Prior to the contribution of any property to the Company that has a fair market value that differs from its adjusted tax basis in the hands of the contributing Member on the date of contribution, the contributing Member and the Manager shall agree upon the allocation method to be applied with respect to that property under Regulation Section 1.704-3, which allocation method shall be set forth on attached Schedule 2, as amended from time to time. The same procedure shall apply to any revaluation of Company property as permitted under Regulation Section 1.704-1(b)(2)(iv)(f). (b) Allocations pursuant to this Section 3.8 are solely for purposes of federal, state, and local income and franchise taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of net profit, net loss, or other items as computed for book purposes, or distributions pursuant to any provision of this Agreement. ARTICLE 4 DISTRIBUTIONS Section 4.1. Distributable Cash (a) Mandatory Distributions. Subject to Clearwire's satisfaction of its debt obligations arising under the Indenture, to the extent Distributable Cash is available therefor, the Company shall make a distribution to the Members, on or before April 1st of each year pro-rata in accordance with their Percentage Interests, if any, shall be distributed to the Members in an amount equal to the product of (i) the maximum combined federal and state income tax rate applicable to any Member in effect for such year and (ii) the taxable income of the Company in the immediately preceding year. (b) Optional Distributions. Subject to Sections 4.2 and 6.3, Distributable 17

Cash shall be distributed to the Members in proportion to their respective Percentage Interests quarterly in arrears, provided that the Company shall not be required to make any distribution to any Member if such distribution would violate the Act or other applicable law. Section 4.2. Liquidating Distributions. Notwithstanding Section 4.1, distributions to the Members of cash or property in connection with a dissolution of the Company shall be made, as provided in Section 9.3(d)(ii). Section 4.3. Other Distributions. No Member shall be entitled to receive any other distribution from the Company without the consent of the Manager or as otherwise provided in this Article 4 and Section 9.3(d). ARTICLE 5 ACCOUNTING AND RECORDS Section 5.1. Fiscal Year The fiscal year of the Company shall be the year ending December 31. Section 5.2. Method of Accounting Unless otherwise provided herein, the Company books of account shall be maintained in accordance with GAAP; provided that for purposes of making allocations and distributions hereunder (including distributions upon dissolution of the Company in accordance with Capital Account balances as required by Section 9.3(d)(ii)), the relevant items shall be determined in accordance with federal income tax accounting principles utilizing the accrual method of accounting, with adjustments required by Treasury Regulation Section 1.704-1(b) to properly maintain Capital Accounts. Each Member acknowledges that the Capital Account balances of the Members for the purposes described in the preceding sentence are not computed in accordance with GAAP and accordingly that any GAAP financial statements for the Company may not reflect their true Capital Account balances. Section 5.3. Books and Records; Inspection (a) Books of Account and Records. Proper and complete records and books of accounts of the Company business for tax and financial purposes, including all such transactions and other matters as are usually entered into records and books of account maintained by Persons engaged in businesses of like character or as are required by law, shall be kept by the Company at the Company's principal office and place of business. The Manager may delegate to a third party or any Member the duty to maintain and oversee the preparation and maintenance of such records and books of account. Books and records maintained for financial purposes shall be 18

maintained in accordance with GAAP, and books and records maintained for tax purposes shall be maintained in accordance with the Code and applicable Treasury Regulations. (b) Inspection. All records and documents described in Section 5.3(a) shall be open to inspection at the Company's primary offices and copying by any of the Members at any reasonable time during business hours. Any Member wishing to inspect such records shall provide at least five (5) business days advance written notice prior to inspection, and any and all copying and expenses related to the inspection shall be borne by the inspecting Member. Section 5.4. Financial Statements Within ninety (90) days after the end of each fiscal year, and forty-five (45) days after the end of each calendar quarter, the Manager shall cause to be furnished to each Information Rights Member financial statements with respect to such fiscal year or quarter of the Company, consisting of (i) a balance sheet showing the Company's financial position as of the end of such fiscal year or quarter, (ii) supporting profit and loss statements, (iii) a statement of cash flows for such year or quarter, and (iv) Members' Capital Accounts. Section 5.5. Operations Reporting. Within thirty (30) days following the end of each month, the Manager shall cause to be furnished to each Information Rights Member the operational information described on Schedule 5.5 with respect of the Company's operations during the previous month. Section 5.6. Taxation (a) Status of the Company. The Members acknowledge that this Agreement creates a partnership for federal income tax purposes. Furthermore, the Members hereby agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute. (b) Tax Elections and Reporting. (i) Generally. The Company shall make the following elections and take the following positions under United States income tax laws and Treasury Regulations and any similar state laws and regulations: (A) adopt the year ending December 31 as the annual accounting period (unless otherwise required by the Code and Treasury Regulations); (B) adopt the accrual method of accounting; (C) insofar as permissible, report the Company's tax attributes and results using principles consistent with those assumed in connection with entering into this Agreement; and (D) have the Company treated as a partnership for federal income tax purposes in a manner consistent with Treasury Regulations Section 301.7701-1, et seq. 19

(ii) Code Section 754 Election. The Manager shall, upon the written request of any Member, cause the Company to file an election under Code section 754 and the Treasury Regulations thereunder to adjust the basis of the Company's assets under Code section 734(b) or 743(b) and a corresponding election under the applicable sections of state and local law. (c) Company Tax Returns. The Tax Matters Partner will prepare or cause to be prepared the domestic and foreign tax returns and information returns for the Company at no charge to the Company, except for all reasonable out-of-pocket expenses (including accounting fees, if any). Any Member may, at its own expense, engage a third party to review the tax returns and information returns prepared by the Tax Matters Partner pursuant to the preceding sentence. Any and all other tax returns shall be prepared in a manner directed by the Tax Matters Partner consistent with the terms of this Agreement. Each Member shall provide such information, if any, as may be reasonably requested by the Company for purposes of preparing such tax and information returns including, without limitation, the adjusted tax basis for Federal income tax purposes of the assets contributed by any Members pursuant to Section 2.2(a). The Tax Matters Partner shall use its best efforts to (i) cause draft copies of all tax returns to be submitted to each Member not fewer than thirty (30) days before the filing thereof and within one hundred twenty (120) days after the end of each tax year of the Company, (ii) cause copies of all final tax returns to be delivered to each Member within one hundred eighty (180) days after the end of each tax year of the Company, and (iii) deliver to each Member within ninety (90) days after the end of each tax year any additional information in the possession of the Company that the Members may require for the preparation of their own income tax returns. (d) Tax Audits. Clearwire shall be the "tax matters partner," as that term is defined in Code section 6231(a)(7) (the "Tax Matters Partner") with all of the rights, duties and powers provided for in sections 6221 through 6234, inclusive, of the Code, provided that the Tax Matters Partner shall not pay or agree to pay any audit assessment, or any amount in settlement or compromise of any litigation, in respect of income tax liability of the Members attributable to the Interests in the Company, in excess of $200,000 in any one instance or series of related instances, unless approved by the Manager. The Tax Matters Partner, as an authorized representative of the Company, shall direct the defense of any tax claims made by the Internal Revenue Service or any other taxing jurisdiction to the extent that such claims relate to adjustment of Company items at the Company level and, in connection therewith, shall retain and cause the Company to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner. The Tax Matters Partner shall also be responsible for timely filing for all elections made by the Company. The Tax Matters Partner shall deliver to each Member and the Manager a semi-annual report on the status of all tax audits and open tax years relating to the Company, and shall consult with and keep all Members and the Manager advised of all significant developments in such matters coming to the attention of the Tax Matters Partner. All reasonable expenses of the Tax Matters 20

Partner and its Affiliates (including reasonable internal time charges and reasonable disbursements) and other reasonable fees and expenses in connection with such defense shall be borne by the Company. The provisions of Section 10.1 and 10.2 shall apply to any acts or omissions of the Tax Matters Partner (other than failure to comply with the express terms of this Agreement) while acting in that capacity. Except as provided in Article 10, neither the Tax Matters Partner nor the Company shall be liable for any additional tax, interest or penalties payable by a Member or any costs of separate counsel chosen by such Member to represent the Member with respect to any aspect of such challenge. The Company shall indemnify and reimburse the tax matters partner for all reasonable expenses, including legal and accounting fees, claims, liabilities, losses and damages, incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members attributable to the Company. The payment of all such expenses shall be made before any Distributions are made to Members (and such expenses shall be taken into consideration for purposes of determining Distributable Cash) or any discretionary Reserves are set aside by the Manager. Neither the tax matters partner nor any Member shall have any obligation to provide funds for such purpose. The provisions for exculpation and indemnification of the various Persons set forth in Sections and shall be fully applicable to any Member acting as tax matters partner for the Company. With respect to State of Hawaii income taxes, the Tax Matters Partner will work with the Hawaiian Member to establish a structure so as to ensure that the economic benefits therefrom to such Parties are realized in a manner that is as tax- and accounting-efficient to such Parties as possible; provided, however that such structure does not negatively affect the federal or other states income taxes to be paid by any Member. Section 5.7. Internal Control Over Financial Reporting In consideration of the financial support provided to the Company by the Members, the Company agrees to promptly establish and thereafter maintain policies and procedures regarding internal control over financial reporting that will enable the Members or their Affiliates to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the rules promulgated from time to time thereunder by the SEC to the extent that such members or Affiliates are required to consolidate the Company pursuant to FASB Interpretation No. 46 or are otherwise obligated to evaluate and report on the effectiveness of the Company's internal control over financial reporting. Those Members and their Affiliates that are subject to said Section 404 are referred to collectively as the "Reporting Entities." The Company will (i) furnish the Reporting Entities with copies of all written policies and procedures established and maintained by the Company pursuant to this paragraph, (ii) provide the Reporting Entities (and their independent auditors) with access to the Company's financial books and records, and to the Company's management and independent auditors, to the extent necessary to enable the Reporting Entities to evaluate the adequacy of, and to monitor the Company's compliance with, such policies and procedures, and otherwise cooperate with them to the extent reasonably requested, and (iii) promptly adopt any new policies and procedures regarding internal control over financial reporting, and promptly implement any remedial measures with respect to any such existing policies 21

and procedures, as the Reporting Entities may reasonably request to enable them to comply with the requirements of Section 404 of the Sarbanes-Oxley Act and the rules promulgated from time to time thereunder by the SEC and thereby to conclude and assert that the internal control over financial reporting of the Company is effective. ARTICLE 6 MANAGEMENT Section 6.1. Manager Clearwire (in such capacity, the "Manager") shall have full power and authority to direct and control the property, business and affairs of the Company, except with respect to those matters specifically made subject to the approval requirements of Sections 6.3 and 6.4, and subject to the right of the Manager to delegate such power and authority to Persons responsible for day-to-day operation of the Company (it being understood that authority to undertake Significant Events or Significant Matters prior to approval as provided in Section 6.3(b) shall not be so delegated). Subject to the foregoing, in addition to the powers and authorities by this Agreement expressly conferred upon it, the Manager may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by this Agreement directed or required to be exercised or done by the Members. Except as otherwise provided in this Agreement, no Member shall have any right or authority to take any action on behalf of the Company with respect to third parties or to bind the Company. The Company shall reimburse Clearwire for its direct costs and expenses, and for an allocable share of its indirect costs and expenses, incurred in its capacity as Manager, including but not limited to the compensation paid to its employees to the extent allocable to time spent by them on the business and affairs of the Company. Section 6.2. Meeting Requirements (a) Regular Meetings. The Manager shall hold a meeting of the Members at such place agreed to by a Majority in Interest on such dates and at such times as are established by the consent of a Majority in Interest. (b) Special Meetings. A special meeting of the Members shall be held at the request of the Manager. The location of such meeting shall be at such place reasonably agreed to by a Majority in Interest. (c) Telephonic Meetings. Any meeting of the Members may be held by conference telephone call or through similar communications equipment by means of which all persons participating in the meeting can hear and be heard by each other. Participation in a telephonic meeting held pursuant to this Section 6.2(c) shall constitute presence in person at such meeting. (d) Notices. Notices of regular meetings and special meetings may be given by the Manager, as the case may be, and shall state the date, hour and purpose of the meeting. All such notices shall be accompanied by an agenda for the meetings, as well as (to the extent practicable) the texts of all resolutions proposed to be adopted at such 22

meetings. No item may be discussed if not on the agenda unless a quorum is present and the Members present waive notice of the additional item(s). Notice of a regular or special meeting shall be given by facsimile, confirmed by certified mail, return receipt requested not less than 14 days (in the case of a regular meeting) or 72 hours (in the case of a special meeting) before the date of the meeting to each Member at the facsimile number and address provided by the Member to the Company from time to time. Any Member may waive, as to such Member only, in writing, the requirements for notice before or after a meeting or by attending such meeting and not protesting any lack of notice. Notwithstanding any other term hereof, no regular or special meeting may occur without notice therefor being delivered or waived in accordance with this Section 6.2(d). (e) Quorum. At each meeting of the Members, the presence in person or by telephone of Members holding a Majority in Interest shall be necessary to constitute a quorum for the transaction of business. (f) Written Consents. Subject at all times to Section 6.3 (including without limitation the provisions relating to Significant Matters contained therein), any action required or permitted to be taken at a meeting of the Members may be taken without a meeting, but upon the requisite notice as provided in paragraph (d) above, if the requisite Members consent thereto in writing, and if a complete and correct copy of such consent is delivered to all the Members following the execution of any such consent. Section 6.3. Actions Requiring Majority Approval. (a) The following actions require approval by a Majority in Interest: (i) any Significant Event or Significant Matter; and (ii) any other matter that a Majority in Interest or the Manager determines shall require majority approval. "Significant Event" means any of the following: (1) Any Significant Matter; (2) The adoption or amendment of any operating or capital budget, subsequent business plan, marketing plan, financial plan, operational plan, technical plan, communication plan, strategic plan or any other material plan, policy, or strategy of the Company; (3) The hiring or firing of the manager(s) of the operations of the Company and the setting of compensation of such Person(s); (4) The hiring or firing of the key personnel of the Company; (5) The approval or amendment of material contracts; (6) The commencement or prosecution of any material claim in a 23

judicial proceeding or arbitration forum, or the settlement of any such claim against the Company; (7) Any transaction or series of transactions or other activities which, if carried out, could reasonably be expected to include in the range of possible results the financial performance of the Company materially diverging from the then current budget or business or other plan of the Company; (8) Any material change in the manner in which the Business is conducted; and (9) Any agreement, arrangement or understanding, written or oral, between the Company, on the one hand, and any Affiliates thereof, on the other hand. "Significant Matter" means any of the following: (1) The sale, transfer, assignment, pledge or other disposition by the Company of any FCC License or otherwise any material portion of the assets of the Company; (2) The merger, combination or consolidation of the Company with or into any other entity (regardless of whether the Company is the surviving entity in any such merger, combination or consolidation), the acquisition of any business by the Company, the formation of any partnership or joint venture involving the Company, or the liquidation, dissolution or winding up of the Company; (3) Any offering or issuance of additional Units, or any other securities or ownership interests in, the Company, including, without limitation, warrants, options or other rights convertible into or exchangeable for Units, or other securities or ownership interests in, the Company; (4) The repurchase by the Company of any Units other than as provided herein; (5) The payment by the Company of any distribution, direct or indirect, on or on account of any Units, now or hereafter outstanding, unless such distribution is being paid as expressly provided by any Section of this Agreement other than Section 4.2. (6) Except as otherwise provided in Section 11.2, the authorization or adoption of any amendment to the certificate of formation, limited liability company agreement, or any other constituent document of the Company; (7) The incurrence by the Company, whether directly or indirectly, of any indebtedness for borrowed money or capital leases not in the ordinary course of business, other than indebtedness existing on the date hereof; 24

(8) The making of, or commitment to make, by the Company of any material capital expenditure not in the ordinary course of business, except as provided in the then current budget or business or other plan of the Company; (10) The acceptance of additional capital contributions or approval of calls therefor; (11) The hiring or firing of the independent certified public accountants (if other than one of the Big Four accounting firms) or other tax advisor for the Company, or the making of any tax election on behalf of the Company; and (12) The entering into any contract, agreement or understanding to do any of the foregoing. (b) Approval Requirements. The Company shall provide each Member with adequate notice (in light of the time frame in which approval is sought) of the substance of any matter requiring majority approval in order to afford such Members sufficient time to review such matter and the Company's analysis thereof. (c) Certain Rights. Notwithstanding any other provision of this Agreement to the contrary, the Manager shall have unfettered use of all facilities and equipment of the Company and shall: (i) control the daily operations of the Company; (ii) determine and carry out the policy decisions of the Company, including preparing and filing applications with the FCC; (iii) employ, supervise, and dismiss employees of the Company; and (iv) be responsible for overseeing the financial operations of the Company, including payment of financing obligations of the Company arising out of operations and receiving on behalf of the Company moneys and profits from the operation of the Company's facilities. Section 6.4. Actions by Members Notwithstanding any other provision in this Agreement to the contrary, the following actions require the prior written approval by a Majority in Interest: (i) change in permitted activities of the Company in accordance with Section 1.4, (ii) dissolution of the Company in accordance with Section 9.2(a)(ii), and (iii) amendment of this Agreement in accordance with Section 11.2. Section 6.5. Confidentiality (a) Each Member shall, and shall cause each of its Affiliates, and each of its and their respective partners, members, managers, shareholders, directors, officers, employees and agents (collectively, "Agents") to, keep secret and retain in strictest confidence, and not use for any purpose except as contemplated by this Agreement, any and all Confidential Information relating to the Company or any Member and shall not disclose such information, and shall cause its Agents not to disclose such information, to anyone except (i) such Member's Affiliates or Agents who have a need to know such information in connection with the matters contemplated by this Agreement, and (ii) other Persons (such as lenders to a 25

Member) who have a bona fide business reason for obtaining such information in connection with their dealings with such Member and who agree in writing to keep in confidence all Confidential Information in accordance with the terms of this Section 6.5. The obligations under this Section 6.5 shall survive the termination of this Agreement for a period of three years (or, if earlier, as to any Person, three years following the date such Person ceases to be a Member). The foregoing provisions of this Section 6.5 were negotiated in good faith by the parties hereto and the parties hereto agree that such provisions are reasonable and are not more restrictive than is necessary to protect the legitimate interests of the Members and the Company. (b) The obligations set forth in Section 6.5(a) shall not apply with respect to Confidential Information that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party or its Agents, (ii) was in or comes into the possession of the receiving party from a source not known by the receiving party after reasonable inquiry to be bound by a confidentiality agreement with respect to the information in question, (iii) is required to be disclosed by the receiving party pursuant to Law or (iv) is required to be disclosed in the receiving party's financial statements prepared in accordance with GAAP. (c) To the fullest extent permitted by law, if a Member or any of its Affiliates or Agents breaches or threatens to commit a breach of this Section 6.5, the other Members and the Company shall have the right to have this Section 6.5 specifically enforced by any court having jurisdiction, it being acknowledged and agreed that money damages will not provide an adequate remedy to such other Members or the Company. Nothing in this Section 6.5 shall be construed to limit the right of any Member or the Company to collect money damages in the event of a breach of this Section 6.5, nor to limit the right of any Member to report the financial condition and results of operations of the Company to its shareholders, bondholders or to regulatory authorities to the extent required by law, regulation or the terms of existing instruments. (d) Anything else in this Agreement notwithstanding, each Member shall have the right to disclose any information, including Confidential Information of any other Member or such other Member's Affiliate(s), in any filing with any regulatory agency, court or other Governmental Authority to the extent that the disclosing Member determines in good faith that it is required by Law, provided that any such disclosure shall be as limited in scope as possible and shall only be made after giving the other Member as much notice as practicable of such required disclosure and an opportunity to contest such disclosure if possible. (e) Clearwire may disclose this Agreement to its Affiliates, strategic partners, actual or potential investors, lenders, acquirers, merger partners, and others whom Clearwire deems in good faith to have a need to know such information for purposes of pursuing a transaction or business relationship with Clearwire. Hawaiian Member may disclose this Agreement and any Confidential Information to any actual or potential bona fide purchaser of any of the Hawaiian Member's Membership Interests provided that prior to any such disclosure, (i) it has notified 26

the Manager at least five (5) Business Days, and (ii) prior to it receives from such person an executed confidentiality agreement in form and substance reasonably satisfactory to the Manager. Section 6.6. Non-Competition. (a) The Members and their Affiliates may engage in or possess an interest in other business ventures in which the Company is not a party, and may engage in any other activities, independently or with others in which the Company is not a party. Notwithstanding the foregoing, the Members and their Affiliates shall not acquire any interests in, act on behalf of, either as an officer, director, employee or consultant, any Person involved in the provision, sale, operation or development of wireless communications or broadband services or the ownership, leasing or rights to use wireless spectrum for the delivery of wireless broadband services in the State of Hawaii, including without limitation, the ownership and leasing of wireless spectrum in the 2.5 to 2.69 GHz range; provided, however that foregoing restrictions shall not prohibit the Members from owning a minority interest of not more than 5% of a company headquartered in the State of Hawaii whose equities are publicly traded on a nationally recognized stock exchange or on the NASDAQ National Market System.. Recognizing Clearwire's expertise in acquiring wireless spectrum and the Hawaiian Member's business relationships in Hawaii, Clearwire and the Hawaiian Member will work together to support the Company's acquisition of additional spectrum in Hawaii. The Hawaiian Member will use its commercially reasonable efforts to support the Company's initiatives in this regards by undertaking such actions as the Manager may reasonably request provided that such actions (i) do not involve material expense or dedication of material resources by Hawaiian Member unless reimbursed by the Company, and (ii) do not impose any additional material restrictions beyond those set forth in this Agreement on Hawaiian Member's or its Affiliate's respective activities. To that end, the Company and the Members will determine in good faith what, specifically, the Hawaiian Member can do to support the Company's efforts to acquire additional spectrum to benefit the Company. (b) In the event that a Member is presented with an opportunity to engage in a business venture in the communications and broad band industry (the "Wireless Opportunity"), such Member (the "Presenting Member") shall, whether or not it desires to accept the Wireless Opportunity, present it in writing to the Manager and the other Members as an opportunity for the Company. If a Majority in Interest decides not to pursue the Wireless Opportunity, then, so long as pursuing the Wireless Opportunity would not breach the provisions of Section 6.6(a), the Presenting Member shall be free to pursue the Wireless Opportunity on the same terms and conditions that were presented to the Company and neither the Company nor any of the other Members shall have any rights or interest in the Wireless Opportunity. If a Majority in Interest decides to pursue the Wireless Opportunity, then the Presenting Member shall take all efforts necessary to transfer such opportunity to the Company. Section 6.7. Duties. To the extent that, at law or in equity, any Member or any 27

Affiliate of a Member, or any member, manager, partner, director, officer, stockholder, employee, agent or representative of a Member or such Affiliate, would have duties (including fiduciary duties) and liabilities to the Company or the Members different from or in addition to those provided in this Agreement, all rights of the other Members and the Company arising out of such other duties and liabilities are hereby waived and no such Person shall be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. Section 6.8. Dispute Resolution (a) If a dispute arises out of this Agreement or the Transactions, the parties shall make a good faith effort to resolve such dispute promptly. If the parties are unable to resolve the dispute within thirty (30) days of notice by one Member to the other Members and Manager of the dispute, then any Member (the "Initiating Member") may initiate arbitration proceedings against the other Member (the "Remaining Members"). The dispute shall then be settled by arbitration in accordance with the CPR Institute for Dispute Resolution Rules for Non-Administered Arbitration in effect on the date hereof, by a panel of three arbitrators. The Initiating Member shall select one of three arbitrators, the Remaining Members shall select a second arbitrator, and these two arbitrators shall select the third arbitrator. The arbitrators shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be chosen by the three arbitrators. The parties agree that all communications and negotiations between the parties during the dispute resolution process, and any settlements agreed upon are confidential. The reasonable out-of-pocket costs (including reasonable attorneys' fees and expenses) of the prevailing party in any arbitration proceeding shall be paid by the other party. The arbitrators shall determine which party is the prevailing party for purposes of this paragraph, and shall include such determination in their award. If the arbitrators determine that neither party is the prevailing party for purposes of this paragraph, then each party shall bear its own costs and expenses, including attorneys' fees and expenses, and shall share equally the fees of the arbitrators. ARTICLE 7 TRANSFER OR ENCUMBRANCE OF INTERESTS Section 7.1. General Restriction on Transfer or Encumbrance. No Interest may be directly or indirectly assigned, sold, transferred or otherwise disposed of, or pledged, hypothecated or otherwise encumbered, whether voluntarily or involuntarily, in whole or in part (any such transaction being referred to in this Article 7 as a "transfer"), except in accordance with the terms of this Article 7, Article 11 hereof or as otherwise specifically provided in this Agreement. Notwithstanding the foregoing, Clearwire may, at any time in connection with other debt financing, pledge its Units, including any pledges currently required under the Indenture. Further, this Article 7 shall not apply to any transfers by Clearwire to any of its Affiliates, to any indirect transfers 28

resulting from any change of control of Clearwire, or to any transfers by Clearwire arising by operation of law. Section 7.2. Drag-Along Rights. In the event that Clearwire (together with its Affiliates) commits to transfer 25% or more of its Units or Interests in the Company, in a bona fide arm's-length transaction, or a series of related bona fide arm's length transactions, to a person or entity that is not an Affiliate of Clearwire, then Clearwire will provide notice (the "Drag Notice") to the other Members identifying the Units or Interest to be sold and the price to be paid therefor. Within ten (10) days of the Drag Notice, Clearwire shall have the ability to require all other Members to transfer their pro rata shares of their Units or Interests to the potential buyer at the same price and upon the same terms and conditions as Clearwire is transferring its Units or Interest (the "Drag Rights"). Section 7.3. Tag-Along Rights. If Clearwire does not invoke its Drag Rights, within fifteen (15) days of the Drag Notice, then any Member may, if it so chooses, participate with Clearwire with respect to such transfer by providing written notice of its intention to do so (the "Tag Notice"). Such Tag Notice shall constitute the Member's irrevocable election to cause the transferee to purchase, at the same price and upon the same terms and conditions as those received by the Clearwire, a pro rata portion of the Member's Units or Interest in the Company and the Units or Interest to be purchased from Clearwire shall be reduced accordingly. Section 7.4. Rights of First Refusal. If any Member other than Clearwire has received a bona fide, written, binding offer and commitment (the "Offer") for the acquisition of any or all of the Member's Units or Interest in the Company (the "Subject Company Interest"), and the selling Member wishes to accept the Offer, then upon acceptance of the Offer, the selling Member shall first provide Clearwire notice of the Offer, which notice will identify the offeree and provide all of the material terms of the offer, including the number of Units constituting the Subject Company Interest, the purchase price of such Subject Company Interest and manner in which the purchase price is to be paid. The notice shall constitute the selling Member's binding offer to sell such Subject Company Interest to Clearwire on the same terms. Clearwire shall have twenty (20) business days after delivery of such notice to exercise its right to purchase all, but not less than all of, the Subject Company Interest in the Company on the same terms and conditions as set forth in the notice. If Clearwire does not elect to purchase the Subject Interest within such twenty (20) day period, then the selling Member shall have a period of ninety (90) days in which to close the sale of the Subject Company Interest in accordance with the terms of the Offer. If such sale is not closed within such 90 day period, then any proposed transfer by such Member of any Units or Interest in the Company shall again be subject to this Section 7.4. Section 7.5. Substituted Members. Any transfer pursuant to Section 7.4 other than to Clearwire must be approved in 29

writing by a Majority in Interest prior to any such transfer, such approval not to be unreasonably withheld or delayed, and no such transferee shall become a Member without such approval. Upon the admission of any such transferee as a Member, the transferring Member shall be relieved of any obligation arising under this Agreement subsequent to such transfer with respect to the Interest being transferred, and if the transferring Member no longer holds any Interest, the transferring Member shall be relieved of all obligations arising under this Agreement except for its obligations under Section 6.5 or with respect to any breach of this Agreement arising prior to such transfer. Section 7.6. Alternative Sale Rights. (a) In the event that Clearwire or any Clearwire Affiliate that directly or indirectly owns or controls Clearwire (each, a "Clearwire Seller") commits to sell all of its stock or membership interests or all or substantially all of its assets, in a bona fide arm's-length transaction or a series of related bona fide arm's length transactions (an "Alternative Transaction") to a Person that is not an Affiliate of the Clearwire Seller, then the Clearwire Seller will have the option, by providing written notice (the "Alternative Rights Notice") to the other Members, to require all other Members (each, a "Selling Member") to sell their Interest to the Clearwire Seller in exchange for a purchase price equal to the Fair Market Value of the Selling Member's Interest in the Company (the "Alternative Transaction Purchase Price"). For purposes of this Section 7.6, "Fair Market Value" shall be determined as of the Adjustment Date by the Neutral Bank, which determination shall be conclusive and binding on all parties. (b) If the consideration being received by the Clearwire Seller in the Alternative Transaction consists of securities and/or other noncash assets, (i) such securities and/or other noncash assets shall be deemed to have a Fair Market Value for the purposes of this Section 7.6 equal to the value established for such securities and/or other noncash assets in the Alternative Transaction, and (ii) to satisfy the Alternative Transaction Purchase Price, in lieu of paying cash, the Clearwire Seller shall have the option to deliver to each Selling Member a portion of such securities and/or other noncash assets received in the Alternative Transaction with a Fair Market Value equal to the Alternative Transaction Purchase Price payable to such Selling Member. Upon any election by the Clearwire Seller under this subsection (b), each Selling Member shall be required to enter into any agreements contemplated in the Alternative Transaction to be entered into by the recipients of securities and/or other noncash assets in such Alternative Transactions. Section 7.7. Invalid Transfers Void. Any purported transfer of an Interest or any part thereof not in compliance with the foregoing provisions of this Article 7 shall be void and of no force or effect and the transferring Member shall be liable to the other Members and the Company for all liabilities, obligations, damages, losses, costs and expenses (including but not limited to reasonable attorneys' fees and court costs) arising out of such noncomplying transfer. Section 7.8. No Change of Control. Neither the Hawaiian Member nor any of 30

its interest holders shall take any action or fail to take any action that could result in a change of control of the Hawaiian Member, without the prior written consent of Clearwire, which may be given or withheld in its discretion. A "Change of Control" for the purposes of this Agreement shall mean (i) a sale of all or substantially all of the assets of the Hawaiian Member or its interest holders, as applicable; (ii) the transfer by the Hawaiian Member or its interest holders, as applicable, by means of a merger, consolidation, reorganization, recapitalization or otherwise, of more than 50% of the voting power of the Hawaiian Member or its interest holders, as applicable; or (iii) the transfer by the Hawaiian Member or its interest holders, whether contractually or otherwise, of the right to appoint the manager or a majority of the board of directors of the Hawaiian Member or its interest holders, as applicable, or the power to director or cause the direction of the management and policies of the Hawaiian Member or its interest holders. Section 7.9. Certain Determinations Except as provided in Section 7.6, Fair Market Value shall be determined in the following manner: Within fifteen days after the delivery of the notice requiring such determination, the Members shall attempt in good faith to agree on the Fair Market Value, and if the parties fail within fifteen days thereafter to agree thereon, the Company and the Member shall attempt to reach agreement upon a qualified independent appraiser experienced in the valuation of closely held businesses and properties of the kind held by the Company. If the parties are unable to agree upon a single appraiser within thirty (30) days of the occurrence of the event requiring computation of a Fair Market Value, then either party shall be entitled to notify the other of such party's institution of a three-appraiser procedure. Within ten (10) days of such notice, each party shall appoint a qualified independent appraiser experienced in the valuation of closely held businesses and properties of the kind held by the Company. The two appraisers shall appoint a third similarly qualified appraiser; and each appraiser shall complete an appraisal within sixty (60) days of appointment of the first appraiser. The Fair Market Value shall be determined by the median appraisal. Each party shall bear the costs associated with the appraisers it selected, and the costs associated with the third appraiser (and any court costs), shall be split evenly between the Company and the Member, if applicable. If either party shall fail to appoint an appraiser within the allotted time period, or if either such appraiser shall fail to complete the appraisal within the allotted time period, the appraisal of the appraiser appointed by the other party shall be final and binding, and shall control the determination of the Fair Market Value. ARTICLE 8 CERTAIN AGREEMENTS; REPRESENTATIONS AND WARRANTIES 31

Section 8.1. Prohibited Actions. During the term of this Agreement, the Company shall not take any action or omit to take an action if such action or omission, as the case may be, would (i) cause the Company to be in violation of FCC Law or any rule, regulation, practice, policy or opinion promulgated, applied or followed by the FCC, or cause the Company or any Member or any Affiliate thereof to be required to divest an Interest in the Company or asset in order to comply with any such Law, or (ii) cause the Company or any Member or any Affiliate thereof to be ineligible to participate in any auction, tender, business combination or similar transaction. Section 8.2. Additional Covenants of the Members (a) The Company shall at all times (i) observe all corporate or limited liability company formalities, as the case may be, including the maintenance of current minute books, (ii) maintain, separate from any other Person, its own separate and distinct books of account, bank accounts and corporate or limited liability company records, (iii) maintain separate financial statements and cause its financial statements to be prepared and maintained in accordance with GAAP in a manner that indicates its assets and liabilities, (iv) pay all its liabilities out of its own funds (including the salaries of its employees), and (v) maintain an arm's-length relationship with its Affiliates. (b) No Member other than Clearwire shall (i) pledge its assets for the benefit of any other Person, (ii) commingle its assets with those of any other Person, (iii) assume or guarantee the liabilities or obligations of any other Person or otherwise hold out its credit as being available or able to satisfy the indebtedness, liabilities or obligations of any other Person, (iv) acquire obligations or securities of, or make loans or advances to, any of its Affiliates, (v) permit there to be a complete identity of its managers and officers with the managers and officers of any of its Affiliates, (vi) incur any indebtedness, liabilities or obligations relating to the operation of its business, or (vii) engage in any business activities other than holding and managing its Interests. Section 8.3. Representations and Warranties of the Members Each of Clearwire and Hawaiian Member represents and warrants to the other that: (a) it is a corporation or limited liability company duly organized and subsisting in the jurisdiction of its organization; (b) it has all requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement; (c) this Agreement has been duly executed and delivered by it and is a valid and binding agreement of it enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; 32

(d) no notices, reports or other filings are required to be made by it with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by it from, any Governmental Entity, in connection with its execution and delivery of this Agreement, except those that have been made or obtained or that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to (x) result in a material adverse effect on the Company or (y) prevent, materially delay or materially impair its ability to perform its obligations under this Agreement; (e) the execution, delivery and performance of this Agreement by it does not, and the consummation by it of the transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, its articles of organization, limited liability company agreement and other constitutive documents, (ii) a breach of or violation of or a default under, or the acceleration of any obligations of or the creation of a lien or encumbrance on its assets (with or without notice, lapse of time or both) pursuant to, any contracts binding upon it or any applicable law or governmental or non-governmental permit or license to which it is subject or (iii) any change in the rights or obligations of any party under any of such contracts to which it is a party, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to (x) result in a material adverse effect on the Company or (y) prevent, materially delay or materially impair its ability to perform its obligations under this Agreement; (f) there is no (i) legal action, claim, proceeding, investigation or controversy pending or, to its knowledge, threatened against it, or (ii) judgment, order, award or consent decree outstanding against or affecting it, which in either event is reasonably likely to (x) result in a material adverse effect on the Company or (y) materially delay or materially impair its ability to perform its obligations under this Agreement; and (g) with respect to Clearwire, it has access to funds sufficient to perform its obligations under Section 2.2, and with respect to the Hawaiian Member, it has funds sufficient to perform its obligations under the Subscription Agreement. Section 8.4. Additional Representations and Warranties of Clearwire. Clearwire has good and marketable title to the Clearwire Assets, free and clear of all material liens and encumbrances, other than those liens and encumbrances described in the Security Agreement and Pledge Agreement, each dated August 5, 2005, as amended, securing the obligations of Clearwire Corporation to the holders of the Notes of the Company dated August 5, 2005 and February 16, 2006 as described in that certain Indenture dated August 5, 2005, as amended, between Clearwire and the Bank of New York as the Trustee, as amended, ordinary course business liabilities and liabilities relating directly to such Clearwire Assets (e.g. lease payments), and such other liabilities that in the aggregate are not material to the operation of the Clearwire Assets as currently operated. The Company will assume all of the liabilities directly associated with the Clearwire Assets. 33

Section 8.5. Additional Representations and Warranties of Hawaiian Member. Prior to the date of consummation of the transactions contemplated by Section 2.2, the Company has engaged in no business or operations and has no assets or liabilities of any kind. There are no rights, agreements or arrangements relating to the issuance of equity of the Company other than as contemplated by the Subscription Agreement and this Agreement. Section 8.6. Representations and Warranties of the Company. Prior to the date of consummation of the transactions contemplated by Section 2.2, the Company has engaged in no business or operations. ARTICLE 9 DISSOLUTION AND TERMINATION Section 9.1. No Termination Except as expressly provided in this Agreement or as otherwise provided by law, no Member shall have the right, and each Member hereby agrees not, to dissolve, terminate or liquidate the Company, or to resign or withdraw as a Member. Section 9.2. Events of Dissolution The Company shall be dissolved upon the first to occur of the following: (i) the agreement in writing of all of the Members to dissolve the Company, but only on the effective date of dissolution specified by the Members in such agreement; or (ii) the election by a Majority in Interest within ninety (90) days after the sale, exchange, condemnation or involuntary transfer of all or substantially all of the assets of the Company. Section 9.3. Procedures Upon Dissolution (a) General. In the event the Company dissolves it shall commence winding up pursuant to the appropriate provisions of the Act and the procedures set forth in this Section 9.3. Notwithstanding the dissolution of the Company, until the winding up of the Company's affairs is completed, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement. (b) Control of Winding Up. The winding up of the Company shall be conducted under the direction of the Manager or such other Person as may be designated by a court of competent jurisdiction (herein sometimes referred to as the "Liquidator"); provided that any Member whose breach of this Agreement shall have caused the dissolution of the Company shall not participate in the control of the winding up of the Company; and provided further, that if the dissolution is caused by entry of a decree of judicial dissolution, the winding up shall be carried out in accordance with such decree. 34

(c) Manner of Winding Up. The Company shall engage in no further business following dissolution other than necessary for the orderly winding up of business and distribution of assets. The Company's maintenance of offices shall not be deemed a continuation of business for purposes of this Section 9.3. Upon dissolution of the Company, the Liquidator shall, subject to Section 9.3(a), first attempt to distribute assets in kind if it can obtain the consent of a Majority in Interest and, to the extent necessary, the creditors of the Company. If such consent is not obtained, the Liquidator shall sell all of the Company's property in such manner and on such terms as it deems fit, consistent with its fiduciary responsibility and having due regard to the activity and condition of the relevant market and general financial and economic conditions. Except as otherwise provided in Section 9.3(d)(ii) each Member shall share net profits, net losses and other items after the dissolution of the Company and during the period of winding up in the same manner as described in Article 3. (d) Application of Assets. Upon dissolution of the Company, the Company's assets (which shall, after the sale or sales referenced in Section 9.3(c), consist of the proceeds thereof) shall be applied as follows: (i) Creditors. To creditors, including Members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the reasonable provision for the payment thereof). Any reserves set up by the Liquidator may be paid over by the Liquidator to an escrow agent or trustee, to be held in escrow or trust for the purpose of paying any such contingent or unforeseen liabilities or obligations, and, at the expiration of such period as the Liquidator may deem advisable, such reserves shall be distributed to the Members or their assigns in the manner set forth in Section 9.3(d)(ii). (ii) Members. By the end of the tax year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation), to the Members in proportion to the positive balances of their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable year during which the liquidation occurs (other than those made pursuant to this Section 9.3(d)(ii)). Section 9.4. Termination Upon completion of the winding up of the Company and the distribution of all Company assets, the Company's affairs shall terminate and the Members shall cause to be executed and filed any and all documents required by the Act to effect the termination of the Company. ARTICLE 10 SURVIVAL, LIABILITY AND INDEMNIFICATION 35

Section 10.1. No Personal Liability (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or other Indemnified Party (as defined in paragraph (b) below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Indemnified Party. (b) No Member or Member's Affiliate, or any of their respective shareholders, directors, officers, employees, agents, members, managers, or partners (each, an "Indemnified Party") shall be liable, responsible or accountable in damages or otherwise to the Company or to any other Indemnified Party for any act or omission performed or made by a Indemnified Party in connection with the transactions contemplated hereby, whether for mistake of judgment or negligence or other action or inaction, unless such action or omission constitutes a breach of this Agreement, willful misconduct, gross negligence, bad faith or conduct violating Section 18-607 of the Act. Each Indemnified Party may consult with counsel, accountants and other experts in respect of the affairs of the Company and such Indemnified Party shall be fully protected and justified in any action or inaction which is taken in good faith in accordance with the advice or opinion of such counsel, accountants or other experts, provided that they shall have been selected with reasonable care. (c) The Company shall protect, indemnify and defend each Indemnified Party against, and hold each harmless from, (i) all claims, liabilities and expenses of whatever nature arising out of the conduct of the business of, or any other activities undertaken in connection with or by, the Company or the ownership and use of their respective properties and assets and (ii) any acts or omissions performed or made by a Member pursuant to this Agreement unless the Member's action or omission constituted a breach of this Agreement, constituted willful misconduct, gross negligence, bad faith or conduct violating Section 18-609 of the Act, or as a result of which action or omission such Member gained in fact a financial profit or other advantage to which such Member was not legally entitled. The indemnification authorized under this Section 10.1(c) shall include payment on demand (with appropriate evidence of the amounts claimed) of reasonable attorneys' fees and other expenses incurred in connection with, or in settlement of, any legal proceedings between the Indemnified Party and a third party and the removal of any Liens affecting any property of the Indemnified Party. Such indemnification rights shall be in addition to any and all rights, remedies and recourse to which any Indemnified Party shall be entitled, whether or not pursuant to the provisions of this Agreement, at law or in equity. The indemnities provided for in this Section 10.1(c) shall be recoverable only from the assets of the Company, and there shall be no recourse to any Member or other Person for the payment of such indemnities. Section 10.2. Survival; Exclusivity 36

The representations and warranties made in this Agreement shall survive until twelve (12) months and shall thereupon expire together with any right to indemnification in respect thereof (except to the extent a written notice asserting a claim for breach of any such representation or warranty and describing such claim in reasonable detail shall have been given on or prior to such date to the party which made such representation or warranty). Except with respect to claims referred to in the immediately preceding sentence, the sole and exclusive remedy of the parties for any breach or inaccuracy of any representation or warranty contained in this Agreement, or any other claim (whether or not alleging a breach of this Agreement) that arises out of the facts and circumstances constituting such breach or inaccuracy, shall be the indemnities provided in this Article 10. Subject to the provisions of Section 6.8, the sole and exclusive remedy in respect of a breach of this Agreement (other than such a breach arising out of the gross negligence or willful misconduct of the breaching party) shall be the indemnity provided in this Article 10. Section 10.3. Procedures (a) The terms of this Section 10.3 shall apply to any claim (a "Claim") for indemnification under the terms of Sections 10.1. The Indemnified Party shall give prompt written notice of such Claim to the indemnifying party (the "Indemnifying Party") under the applicable Section, which party may assume the defense thereof, provided that any delay or failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. Any such notice shall (i) describe in reasonable detail the facts and circumstances with respect to the Claim being asserted and (ii) refer to this Article 10. The Indemnified Party shall have the right to approve any counsel selected by the Indemnifying Party and to approve the terms of any proposed settlement, such approval not to be unreasonably delayed or withheld (unless such settlement provides only, as to the Indemnified Party, the payment of money damages actually paid by the Indemnifying Party and a complete release of the Indemnified Party in respect of the Claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this Article 10 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article 10 to the fullest extent permitted by law. (b) In the event that the Indemnifying Party undertakes the defense of any Claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such Claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith. The Indemnified Party shall provide reasonable assistance to the Indemnifying Party in the defense of the Claim. (c) In the event that the Indemnifying Party fails to assume the defense of 37

any Claim within ten (10) business days after receiving written notice thereof, the Indemnified Party shall have the right, subject to the Indemnifying Party's right to assume the defense pursuant to the provisions of this Article 10, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. Unless and until the Indemnifying Party assumes the defense of any Claim, the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such Claim. Each Indemnified Party shall agree in writing prior to any such advance that, in the event he or it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Article 10. (d) Notwithstanding any of the foregoing to the contrary, the provisions of this Article 10 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified, or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article 10 to the fullest extent permitted by law; provided, that if and to the extent that the Indemnifying Party's indemnification obligation under this Article 10 is unenforceable for any reason, the Indemnifying Party hereby agrees to make the maximum contribution permissible under applicable law to the payment and satisfaction of the losses of the Indemnified Party, except to the extent such losses are found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the Indemnified Party's gross negligence or willful misconduct. Section 10.4. Directors' and Officers' Insurance The Company may provide appropriate directors' and officers' insurance to the extent such insurance is available to the Company on commercially reasonable terms. ARTICLE 11 MISCELLANEOUS Section 11.1. Entire Agreement This Agreement in effect on the date hereof, together with any schedules and exhibits hereto and thereto, contain the entire agreement and understanding of the Members and the Company relating to the subject matter hereof and supersede all prior negotiations, proposals, offers, agreements and understandings (written or oral) relating to such subject matter. Section 11.2. Amendment; Waiver The Manager may make the following amendments to this Agreement on behalf of all of the Members: (i) any amendment reasonably necessary, in the opinion of counsel for the Company, to satisfy the requirements of the Code with respect to the tax laws 38

applicable to the Company or of any federal or state securities laws or regulations, provided such amendment does not adversely affect the interest of any Member; (ii) any amendment to change the name of the Company or the location of its principal place of business, and any amendment to Schedule 3.6 made in accordance with Section 3.6(a); and (iii) any amendment to correct a scrivener's error in this Agreement and any certificates filed in connection therewith; provided that any other amendment or modification of this Agreement or any provision hereof may be made only upon the consent or approval of a Majority in Interest. No failure or delay of any Member in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce any such right or power, preclude any other further exercise thereof or the exercise of any other right or power. No waiver by any Member of any departure by any other Member from any provision of this Agreement shall be effective unless the same shall be in a writing signed by the Member against which enforcement of such waiver or consent is sought, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice or similar communication by any Member to another shall entitle such other Member to any other or further notice or similar communication in similar or other circumstances, except as specifically provided herein. Section 11.3. Specific Performance The Members acknowledge that money damages may not be an adequate remedy for violations of this Agreement and that any Member may, in its sole discretion, in an arbitration or a court of competent jurisdiction to the extent permitted hereunder, apply for specific performance or injunctive or other relief as such arbitration or court may deem just and proper in order to enforce this Agreement or to prevent violation hereof and, to the extent permitted by applicable law, each Member waives any objection to the imposition of such relief. Section 11.4. Remedies Cumulative All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall, unless otherwise specifically provided herein, be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by a Member shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Member. Section 11.5. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Members and their respective successors and permitted assigns. No Member may assign its rights or delegate its duties under this Agreement without the written consent of the other Members except to the extent expressly provided in this Agreement. Section 11.6. No Third Party Beneficiaries This Agreement is entered into solely for the benefit of the Members and no 39

Person other than the Members, their respective successors and permitted assigns, and (to the extent provided in Article 10) the Persons entitled to indemnification pursuant to Article 10, may exercise any right or enforce any obligation hereunder. Section 11.7. Further Assurances Each Member will execute and deliver such further documents and take such further actions as any other Member may reasonably request consistent with the provisions hereof in order to effect the intent and purposes of this Agreement. Section 11.8. Notices All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given or made (i) upon delivery if delivered personally (by courier service or otherwise) or (ii) upon confirmation of dispatch if sent by facsimile transmission (which confirmation shall be sufficient if shown by evidence produced by the facsimile machine used for such transmission), in each case to the applicable addresses set forth below (or such other address as the recipient may specify in accordance with this Section): If to Hawaiian Member: Shichinin, LLC c/o U.S. Pacific Capital Co., Ltd. 1001 Bishop Street 1360 Pauahi Tower Honolulu, HI 96813 Attention: Mark Mukai Fax (808) 441-0003 With a copy to: Preston Gates & Ellis LLP 925 Fourth Avenue, Suite 2900 Seattle, WA 98104 Attention: Eric Simonson, Esq. Fax: (206) 623-7022 If to Clearwire: Clearwire US LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Attention: Broady Hodder, General Counsel Fax: (425) 828-8061 With a copy to: 40

Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, Washington 98101-1688 Attention: Julie Weston, Esq. Fax: (206) 628-7699 Section 11.9. Governing Law This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to principles of conflicts of law. Section 11.10. Severability If any term of this Agreement or the application thereof to any Member or any circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such term to the other Members or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by applicable law, so long as the economic and legal substance of this Agreement and the actions contemplated hereby is not affected in any manner adverse to any Member. Section 11.11. Independent Contractors The Members are independent contractors, and this Agreement does not create a partnership or agency relationship among the Members, or any other relationship between the Members except as expressly set forth herein. No Member shall have any right or authority to assume, create or incur any liability or obligation, express or implied, in the name or on behalf of any other Member. Section 11.12. Disposition of Interests Upon the sale or other disposition by a Person of all its Interests in the Company, following which such Person and Affiliate thereof is no longer a Member of the Company, this Agreement shall terminate as to such Member and its Affiliates except as provided in Section 11.13 below. Section 11.13. Survival of Rights and Duties Termination of this Agreement for any reason shall not relieve any Member of any liability which at the time of termination has already accrued to such Member or which thereafter may accrue in respect of any act or omission prior to such termination, nor shall any such termination affect in any way the survival of any right, duty or obligation of any Member which is expressly stated elsewhere in this Agreement to survive termination hereof. Section 6.5 and Articles 10 and 11 shall survive any termination of this Agreement. Section 11.14. Counterparts 41

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Section 11.15. Construction The captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the context may require. Unless otherwise specified, (a) the terms "hereof," "herein" and similar terms refer to this Agreement as a whole, (b) references herein to Articles or Sections refer to articles or sections of this Agreement and (c) the word "including" connotes the words "including without limitation" unless the context requires otherwise. Section 11.16. No Right to Partition No Member shall have the right to bring an action for partition against the Company. Each of the Members hereby irrevocably waives any and all rights which it may have to maintain an action to partition Company property or to compel any sale or transfer thereof. Section 11.17. Securities The Interests shall constitute "securities" within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. [Signature page follows] 42

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CLEARWIRE US LLC By /s/ Scott A. Hopper ------------------------------------- Name: Scott A. Hopper ---------------------------------- Title: Vice President --------------------------------- SHICHININ, LLC By Its Managing Member U.S. Pacific Capital Co., Ltd. By /s/ Mark Mukai ------------------------------------- Name: Mark Mukai Title: President/CEO

TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> <C> ARTICLE 1 GENERAL........................................................ 1 Section 1.1. Name................................................... 1 Section 1.2. Principal Place of Business; Registered Office and Agent.............................................. 1 Section 1.3. Term................................................... 1 Section 1.4. Purpose and Powers..................................... 2 Section 1.5. Filings................................................ 2 Section 1.6. Sole Agreement......................................... 2 Section 1.7. Definitions............................................ 2 ARTICLE 2 CAPITALIZATION................................................. 9 Section 2.1. Capital Accounts....................................... 9 Section 2.2. Initial Capital Contributions.......................... 9 Section 2.3. Hawaiian Member Contribution Option.................... 10 Section 2.4. Additional Contributions............................... 11 Section 2.5. No Withdrawals......................................... 11 Section 2.6. No Interest on Capital Contribution.................... 11 Section 2.7. No Third Party Beneficiaries........................... 11 Section 2.8. Preemptive Right....................................... 12 ARTICLE 3 PROFITS AND LOSSES............................................. 14 Section 3.1. Allocation of Net Profit and Loss - In General......... 14 Section 3.2. Special Allocations.................................... 15 Section 3.3. Corrective Allocations................................. 15 Section 3.4. Other Allocation Rules................................. 16 Section 3.5. Allocation of Excess Nonrecourse Liabilities........... 16 Section 3.6. Allocations in Connection with Varying Interests....... 16 Section 3.7. Determination of Net Profit or Loss.................... 16 Section 3.8. Mandatory Tax Allocations Under Code Section 704(c).... 17 ARTICLE 4 DISTRIBUTIONS.................................................. 17 Section 4.1. Distributable Cash..................................... 17 Section 4.2. Liquidating Distributions.............................. 18 Section 4.3. Other Distributions.................................... 18 ARTICLE 5 ACCOUNTING AND RECORDS......................................... 18 Section 5.1. Fiscal Year............................................ 18 Section 5.2. Method of Accounting................................... 18 Section 5.3. Books and Records; Inspection.......................... 18 Section 5.4. Financial Statements................................... 19 Section 5.5. Operations Reporting................................... 19 Section 5.6. Taxation............................................... 19 Section 5.7. Internal Control Over Financial Reporting.............. 21 </TABLE>

<TABLE> <CAPTION> Page ---- <S> <C> ARTICLE 6 MANAGEMENT..................................................... 22 Section 6.1. Manager................................................ 22 Section 6.2. Meeting Requirements................................... 22 Section 6.3. Actions Requiring Majority Approval.................... 23 Section 6.4. Actions by Members..................................... 25 Section 6.5. Confidentiality........................................ 25 Section 6.6. Non-Competition........................................ 27 Section 6.7. Duties................................................. 27 Section 6.8. Dispute Resolution..................................... 28 ARTICLE 7 TRANSFER OR ENCUMBRANCE OF INTERESTS........................... 28 Section 7.1. General Restriction on Transfer or Encumbrance......... 28 Section 7.2. Drag-Along Rights...................................... 29 Section 7.3. Tag-Along Rights....................................... 29 Section 7.4. Rights of First Refusal................................ 29 Section 7.5. Substituted Members.................................... 29 Section 7.6. Alternative Sale Rights................................ 30 Section 7.7. Invalid Transfers Void................................. 30 Section 7.8. No Change of Control................................... 30 Section 7.9. Certain Determinations................................. 31 ARTICLE 8 CERTAIN AGREEMENTS; REPRESENTATIONS AND WARRANTIES............. 31 Section 8.1. Prohibited Actions..................................... 32 Section 8.2. Additional Covenants of the Members.................... 32 Section 8.3. Representations and Warranties of the Members.......... 32 Section 8.4. Additional Representation and Warranties of Clearwire.. 33 ARTICLE 9 DISSOLUTION AND TERMINATION.................................... 34 Section 9.1. No Termination......................................... 34 Section 9.2. Events of Dissolution.................................. 34 Section 9.3. Procedures Upon Dissolution............................ 34 Section 9.4. Termination............................................ 35 ARTICLE 10 SURVIVAL, LIABILITY AND INDEMNIFICATION....................... 35 Section 10.1. No Personal Liability.................................. 36 Section 10.2. Survival; Exclusivity.................................. 36 Section 10.3. Procedures............................................. 37 Section 10.4. Directors' and Officers' Insurance..................... 38 ARTICLE 11 MISCELLANEOUS................................................. 38 Section 11.1. Entire Agreement....................................... 38 Section 11.2. Amendment; Waiver...................................... 38 Section 11.3. Specific Performance................................... 39 Section 11.4. Remedies Cumulative.................................... 39 Section 11.5. Successors and Assigns................................. 39 Section 11.6. No Third Party Beneficiaries........................... 39 Section 11.7. Further Assurances..................................... 40 </TABLE> ii

<TABLE> <CAPTION> Page ---- <S> <C> Section 11.8. Notices................................................ 40 Section 11.9. Governing Law.......................................... 41 Section 11.10. Severability........................................... 41 Section 11.11. Independent Contractors................................ 41 Section 11.12. Disposition of Interests............................... 41 Section 11.13. Survival of Rights and Duties.......................... 41 Section 11.14. Counterparts........................................... 41 Section 11.15. Construction........................................... 42 Section 11.16. No Right to Partition.................................. 42 Section 11.17. Securities............................................. 42 </TABLE> Schedule 2.2 - Clearwire Assets Schedule 3.6 - Tax Allocations Schedule 5.5 - Operational Information Exhibit A - Assignment and Assumption Agreement Exhibit B - Bill of Title Transfer Exhibit C - Trademark Licensing Agreement iii

SCHEDULE 2.2 CLEARWIRE ASSETS [***] [*** Confidential Treatment Requested]

[***] [*** Confidential Treatment Requested] ii

[***] [*** Confidential Treatment Requested] iii

[***] [*** Confidential Treatment Requested] iv

[***] [*** Confidential Treatment Requested] v

[***] [*** Confidential Treatment Requested] vi

[***] [*** Confidential Treatment Requested]

[***] [*** Confidential Treatment Requested]

EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT B BILL OF TITLE TRANSFER

EXHIBIT C TRADEMARK LICENSING AGREEMENT

EXHIBIT 10.51 EXECUTION VERSION INTEL/CLEARWIRE CONFIDENTIAL COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the "AGREEMENT") is entered into as of June 28, 2006 (the "EFFECTIVE DATE") by and among Clearwire Corporation, a Delaware corporation (the "COMPANY"), and Intel Pacific, Inc., a Delaware corporation ("PURCHASER"). RECITALS WHEREAS, the Company desires to sell, and Purchaser desires to purchase, shares of the Company's Class A Common Stock, $0.0001 par value per share (the "CLASS A COMMON STOCK"), and Class B Common Stock, $0.0001 par value per share (the "CLASS B COMMON STOCK" and, together with the Class A Common Stock, the "COMMON STOCK") having the rights, preferences, privileges and restrictions set forth in the Restated Certificate (as defined below); WHEREAS, in order to induce Purchaser to enter into this Agreement, concurrently with or prior to the issuance and sale of the Shares (as defined below): (i) the Company and Purchaser shall enter into that certain Investor Rights Agreement, in substantially the form attached to this Agreement as Exhibit A (the "INVESTOR RIGHTS AGREEMENT"); (ii) the Company, Purchaser and certain other stockholders of the Company shall enter into a joinder agreement to that certain Amended and Restated Stockholders Agreement, dated as of March 16, 2004 (the "STOCKHOLDERS AGREEMENT"), in substantially the form attached to this Agreement as Exhibit B (the "JOINDER AGREEMENT"); (iii) the Company, Purchaser and certain other stockholders of the Company shall enter into a Voting Agreement in substantially the form attached to this Agreement as Exhibit C (the "VOTING AGREEMENT"); and (iv) the Company and certain members of the management of the Company shall enter into non-compete agreements in substantially the form attached to this Agreement as Exhibit D (the "EMPLOYEE NON-COMPETE AGREEMENT"). WHEREAS, in order to induce Purchaser to enter into this Agreement, concurrently with or prior to either the execution of this Agreement: (i) the Company, Purchaser and Intel Capital Corporation shall enter into an amendment and restatement of that certain Side Letter Agreement dated October 13, 2004, in substantially the form attached to this Agreement as Exhibit E (the "SIDE LETTER AMENDMENT"); (ii) the Company and Purchaser (or one of its affiliates) shall enter into that certain Collaboration Agreement (the "COLLABORATION AGREEMENT"), in substantially the form attached to this Agreement as Exhibit F, which Collaboration Agreement relates to the deployment of an 802.16e WiMAX network in the United States and internationally; and 1

(iii) the Company, Purchaser and Eagle River Holdings, LLC ("EAGLE RIVER") shall enter into a Voting Agreement and Waiver of Preemptive Rights in substantially the form attached to this Agreement as Exhibit G (the "EAGLE RIVER VOTING AGREEMENT"). The Investor Rights Agreement, the Joinder Agreement, the Voting Agreement, the Non-Compete Agreements, the Side Letter Amendment, the Collaboration Agreement, and the Eagle River Voting Agreement are collectively referred to herein as the "TRANSACTION AGREEMENTS." AGREEMENT NOW, THEREFORE, In consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto agree as follows: 1. AGREEMENT TO PURCHASE AND SELL STOCK 1.1. Authorization. Prior to the Closing (as defined below), the Company shall adopt and file with the Secretary of State of the State of Delaware the amended and restated Certificate of Incorporation of the Company attached to this Agreement as Exhibit H (the "RESTATED CERTIFICATE"). 1.2. Agreement to Purchase and Sell Stock. Subject to the terms and conditions hereof, on the date of the Closing, Purchaser agrees to purchase and the Company agrees to issue and sell to Purchaser 70,282,803 shares of Class A Common Stock and 29,717,197 shares of Class B Common Stock (collectively, the "SHARES"), in each case, subject to adjustment as set forth in Section 1.3 and Section 5.5 hereof, at a price of $6.00 per share for an aggregate purchase price of $600,000,000.00 (the "AGGREGATE PURCHASE PRICE"). 1.3. Adjustment in Number of Shares. The number of shares of Class A Common Stock and shares of Class B Common Stock to be issued and sold to Purchaser hereunder on the date of the Closing is based on the total voting power of the Company's capital stock held, owned or controlled by Eagle River and/or its affiliates, which total voting power shall be determined in accordance with the provisions of Section 5.5(g) hereof. To the extent there is any change in the a total voting power of the Company's capital stock held, owned or controlled by Eagle River and/or its affiliates on or prior to the date of the Closing, the number of shares of Class A Common Stock and shares of Class B Common Stock to be issued and sold to Purchaser hereunder on the date of the Closing will be adjusted such that the total voting power of the Company's capital stock represented by the Shares equals 60% of the total voting power of the Company's capital stock held by Eagle River and/or its affiliates; provided that, except in the event of a Dilutive Issuance (as defined below), in no any event will the aggregate number of Shares exceed 100,000,000. 2. CLOSING; DELIVERY 2.1. The Closing. The purchase and sale of the Shares hereunder shall take place remotely via the exchange of documents and signature pages at 10:00 a.m. (Pacific time), on the date that is two business days following the satisfaction of all of the conditions set forth in 2

Sections 6 and 7 hereof, or at such other time and place as the Company and Purchaser may mutually agree upon (the "CLOSING"). 2.2. Delivery. At the Closing, the Company will deliver to Purchaser stock certificates representing the number of Shares purchased by Purchaser hereunder against payment of the full purchase price therefor by wire transfer of immediately available funds to an account designated in written wire transfer instructions delivered to Purchaser by the Company at least one (1) business day prior to the Closing. 3. COMPANY REPRESENTATIONS AND WARRANTIES The Company hereby represents and warrants to Purchaser that, except as set forth in the Schedule of Exceptions ("SCHEDULE OF EXCEPTIONS") delivered to Purchaser in connection with the Closing and attached to this Agreement as Exhibit I (which Schedule of Exceptions shall be deemed to be part of the representations and warranties made hereunder and which exceptions shall be deemed to be an exception to or exclusion from only the particular representation and warranty against which it is listed, unless it is readily apparent on its face from a reasonable reading of the disclosure that such disclosures is applicable to another representation and warranty, whether or not the listed representation and warranty includes a reference to such section of the Schedule of Exceptions), the statements in this Section 3 are all true and correct, unless otherwise specified herein. For purposes of this Agreement, (i) the term "MINOR SUBSIDIARIES" means, both individually and together, each entity that is listed under the heading "Minor Subsidiary" on Schedule 3.4(a) to the Schedule of Exceptions; (ii) the term "MAJOR SUBSIDIARIES" means, both individually and together, each entity (A) in which the Company, directly or indirectly, owns or holds more than 50% of the outstanding equity interests, (B) which is consolidated in the Financial Statements (as defined below), or (C) of which the Company, directly or indirectly, has the ability or power to elect a majority of the directors (or individuals performing similar functions), other than (1) the Minor Subsidiaries and (2) NextNet Wireless, Inc. (to the extent that it is sold prior to the date of the Closing); and (iii) the term "SUBSIDIARIES" means, both individually and together, the Minor Subsidiaries and the Major Subsidiaries. For the purposes of this Agreement, the terms "knowledge", "known", "believe", "aware" or any similar term when referring to the Company and/or any of its Subsidiaries shall mean the knowledge, information and/or belief, formed after making reasonable inquiry, of the Company's co-Chief Executive Officers, co-Presidents, Chief Operating Officer, and Chief Financial Officer. 3.1. Due Authorization. All corporate action on the part of the Company its officers, directors and shareholders necessary for the authorization, execution and delivery of, and the performance of all obligations of the Company under, this Agreement and the Transaction Agreements and necessary for the consummation of the transactions contemplated hereby and thereby, including, without limitation, the authorization, issuance, reservation for issuance and delivery of the Shares and Conversion Shares (as defined below) being sold under this Agreement, has been taken or will be taken prior to the Closing. The execution, delivery and performance by the Company of this Agreement and the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby will not conflict with, or constitute or result in, with or without the passage of time or the giving of notice or both, either a 3

violation, breach or default by the Company or any Subsidiary of, (i) any Order (as defined below) of any court or other tribunal or of any federal, state, local or foreign governmental authority, regulatory authority, commission or agency (a "GOVERNMENT AUTHORITY"), provided that with respect to a Minor Subsidiary, except where such violation, breach or default would not have or result, individually or in the aggregate, in a Material Adverse Effect (as defined below), (ii) any agreement, mortgage, indebtedness, lease, license, indenture, contract, instrument, arrangement, understanding, commitments or other undertaking ("CONTRACT"), to which the Company or any Subsidiary is a party or by which the Company or such Subsidiary or any of their respective properties or assets may be bound, except for this clause (ii), where such violation, breach or default would not have or result in, individually or in the aggregate, a Material Adverse Effect, (iii) any provision of the Restated Certificate, the Company's bylaws (the "BYLAWS"), the charter, bylaws and/or other governing documents of each of the Subsidiaries, or the Stockholders Agreement, each as amended to date, or (iv) the provisions of any laws, statute, rule, regulation or requirement ("LAWS") of the United States (including, without limitation, any federal, state or local Governmental Authority) and jurisdictions outside the United States applicable to or binding upon the Company or any Subsidiary or any of their respective properties or assets, provided that with respect to a Minor Subsidiary, except where such violation, breach or default would not have or result in, individually or in the aggregate, a Material Adverse Effect. The signature of the Company on this Agreement and each of the Transaction Agreements is genuine. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors' rights generally and to general equitable principles. Each of the Transaction Agreements, when executed and delivered by the Company, shall constitute legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors' rights generally and to general equitable principles and, with regard to the indemnification provisions contained in the Investor Rights Agreement, to the extent such indemnification provisions may be limited by applicable federal and state securities Laws and principles of public policy. 3.2. Organization, Good Standing, Corporate Power and Qualification. The Company and each Major Subsidiary is duly incorporated or organized, as applicable, and validly existing under the Laws of the jurisdiction of its incorporation or formation, as applicable, and is in good standing under such Laws. The Company and each Major Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to be so qualified and/or be in good standing would have or result in, individually or in the aggregate, a material adverse effect on the financial condition, business, assets (including, without limitation, intangible assets), or operations of the Company and the Subsidiaries, taken together (a "MATERIAL ADVERSE EFFECT"). The Company and each Major Subsidiary has all requisite power and authority to own and operate its respective properties and assets, to carry on its business as presently conducted and as presently proposed to be conducted and to enter into this Agreement and the Transaction Agreements and to perform its obligations hereunder and thereunder, including, without limitation, the issuance, sale and delivery of the Shares and the Conversion Shares. 4

3.3. Minutes. Copies of all minute books of the Company and each Major Subsidiary that include all meeting minutes and consent actions of the Board of Directors (the "BOARD") and stockholders of the Company and each such Major Subsidiary, as the case may be, have been made available to Purchaser. These copies are true and complete copies of all resolutions evidencing actions taken by the Board of the Company and stockholders of the Company and each such Major Subsidiary since its respective date of incorporation. 3.4. Subsidiaries. Schedule 3.4(a) of the Schedule of Exceptions sets forth the name and jurisdiction of each Major Subsidiary and each Minor Subsidiary as of the Effective Date. Except as set forth on Schedule 3.4(b) of the Schedule of Exceptions, each Subsidiary is wholly-owned, directly or indirectly, by the Company. Other than the Subsidiaries, the Company does not own or control, directly or indirectly, any interest in, or participate in, any other corporation, partnership, trust, joint venture, limited liability company, association or other entity or similar arrangement. The shares of the capital stock or membership or other equity interests, as applicable, of each of the Subsidiaries owned by the Company are duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all Liens (as defined below). As of the Effective Date, the outstanding securities of each of the Subsidiaries are owned by the stockholders, optionholders, warrantholders and other securityholders and in the numbers and by the class, series and type of each security specified in Schedule 3.4(c) of the Schedule of Exceptions. 3.5. Capitalization; Valid Issuance of Stock. (a) The authorized capital stock of the Company and the shares of capital stock of the Company issued and outstanding on the Effective Date are as set forth on Schedule 3.5(a)(i) of the Schedule of Exceptions. All of the outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Liens, other than imposed by or through the holder of the securities. As of the Effective Date, the outstanding securities of the Company are owned by the stockholders, optionholders, warrantholders and other securityholders and in the numbers and by the class, series and type of each security specified in Schedule 3.5(a)(ii) of the Schedule of Exceptions. In addition, Schedule 3.5(a)(iii) of the Schedule of Exceptions sets forth a true and complete list, as of the Effective Date, of all outstanding options and warrants issued by the Company, including for each, the name of the grantee, number of shares subject to the option or warrant granted, the exercise price per share, the vesting schedule, if applicable, and the date of issuance. As of the Effective Date, Eagle River and/or its affiliates hold, own or control, beneficially or of record, or have the power to vote, the number of Voting Securities (as defined below) specified in Schedule 3.5(a)(iv) of the Schedule of Exceptions. (b) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Liens, other than Liens created by or imposed by Purchaser. Additionally, the Shares are free of restrictions on transfer, other than restrictions on transfer under this Agreement and the Stockholders Agreement, as amended to date, and under applicable state and federal securities Laws. The Company has and/or at Closing will have reserved 29,717,197 shares of its Class A Common Stock for issuance to Purchaser 5

upon conversion of the Class B Common Stock to be issued to Purchaser hereunder (the "CONVERSION SHARES"). The Conversion Shares have been and/or at the Closing will have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid and non assessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders Agreement, as amended to the date and the date of the Closing, and under applicable state and federal securities Laws and free of any Liens, other than Liens created by or imposed by Purchaser. Except as provided by the Stockholders Agreement, which rights Eagle River and its affiliates have validly waived as of the Effective Date, the sale and issuance of the Shares and the Conversion Shares are not subject to any preemptive rights or rights of first refusal or similar rights. (c) As of the Effective Date, the Company has reserved 30,000,000 shares of its Class A Common Stock for issuance to officers, directors, employees and consultants of the Company and the Subsidiaries under the Company's 2003 Stock Option Plan, pursuant to which (i) no shares of Class A Common Stock have been issued pursuant to stock purchase agreements, restricted stock units or awards and the exercise of stock options, (ii) options to purchase 27,589,599 shares of Class A Common Stock are outstanding, and (iii) 2,410,401 shares of Class A Common Stock remain available for the grant of future options or other equity-based awards. Other than the Company's 2003 Stock Option Plan and Stock Appreciation Rights Plan, and the individual stock bonus arrangements entered into by the Company, each as listed on Schedule 3.5(c) of the Schedule of Exceptions, neither the Company nor any Subsidiary has or is bound by any stock plan, stock purchase, stock option or other similar benefit, bonus or incentive plan or program. Other than as described in the first two sentences of this Section 3.5(c), neither the Company nor any Subsidiary is bound by, or has any obligation to grant or enter into, any outstanding subscriptions, options, warrants, rights (including, without limitation, conversion or pre-emptive rights), calls, commitments, or Contract of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold, any shares or any other equity securities or equity securities convertible into, exchangeable for, or representing the right to subscribe for, purchase, or otherwise acquire any shares or any other equity securities in the capital of the Company or any Subsidiary. The Company has made available to Purchaser true and complete copies of the forms of all stock restriction agreements with respect to the securities of the Company and any Subsidiary. (d) Except as set forth on Schedule 3.5(a) of the Schedule of Exceptions, all outstanding options issued under the Company's 2003 Stock Option Plan vest as follows: twenty-five percent (25%) of the shares vest one (1) year following the vesting commencement date, with another twenty-five percent (25%) vesting on each subsequent anniversary so that the option fully vests over four (4) years from the vesting commencement date. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means, except as required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "CODE"), which instances are described on Schedule 3.5(d) of the Schedule of Exceptions. No stock plan, stock purchase, stock option, option agreement or other similar benefit, bonus or incentive plan or program or other Contract between the Company and any holder of any equity securities or rights to purchase equity securities provides for 6

acceleration or other changes in the vesting provisions, lapse of any Company repurchase rights or other changes in the terms of such Contract as the result of (i) termination of employment or consulting services (whether actual or constructive) of any shareholder; (ii) any merger, consolidation, sale of stock or assets, change in control or any other transaction(s) by the Company or any Subsidiary; or (iii) the occurrence of any other event or combination of events. (e) All Holders of outstanding shares of the Common Stock are parties to and bound by the Stockholders Agreement. Similarly, with respect to each person who, pursuant of any stock plan, stock purchase, stock option or other similar benefit, bonus or incentive plan or program of the Company, holds any currently outstanding shares of Common Stock or other securities of the Company or any Subsidiary or any option, warrant or right to acquire such shares or other securities, the Company has a right to require that each such person enter into or otherwise be bound by a Contract granting the Company (i) a right of first refusal in favor of the Company upon proposed transfer by such holder of such Common Stock or other security; and (ii) a lock-up or market standoff agreement of not less than 180 days following the Company's initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "1933 ACT"). Other than the Stockholders Agreement, as amended to date, neither the Company nor any Subsidiary is a party or subject to any Contract, and, to the Company's knowledge, there is no Contract between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company or any Subsidiary. (f) Except as set forth in the Restated Certificate, neither the Company nor any Subsidiary has any outstanding obligation, contractual, contingent or otherwise, to repurchase, redeem, or otherwise acquire any shares or other equity securities in the capital of the Company or any Subsidiary. Except for rights granted under that certain Registration Rights Agreement of the Company dated March 16, 2004, that certain Registration Rights Agreement of the Company dated November 13, 2003, that certain Registration Rights Agreement of the Company dated August 5, 2005, or to be granted to Purchaser under the Investor Rights Agreement, neither the Company nor any Subsidiary is a party to or bound by any Contract under which any person or entity has the right, nor has the Company or any Subsidiary granted or agreed to grant to any person or entity any right, including, without limitation, any piggyback or demand rights, to require the Company or such Subsidiary to effect, or to include any securities held by such person or entity in, any registration with the United States Securities and Exchange Commission (the "SEC") or any other Government Authority or to distribute any such securities to the public. (g) All of the outstanding shares of capital stock, options, warrants and other securities of the Company and the Subsidiaries were offered, issued and sold in full compliance with the registration and prospectus delivery requirements of the 1933 Act and the registration and qualification requirements of all applicable state securities Laws, or in compliance with applicable exemptions therefrom, and all other provisions of all applicable federal, state and provincial securities Laws, including, without limitation, anti-fraud provisions, except for such non-compliance as would not have or result in, individually or in the aggregate, a Material Adverse Effect. Assuming the accuracy of the representations of Purchaser set forth in 7

Section 4 hereof, the offer, issuance and sale of the Shares pursuant to this Agreement are exempt from the registration requirements of Section 5 of the 1933 Act by virtue of Regulation D thereunder, from the qualification requirements of the California Corporate Securities Law of 1968, as amended, and from the registration or qualification requirements of all other applicable state securities Laws, and the issuance of the Conversion Shares in accordance with the Restated Certificate will be exempt from such registration and qualification requirements. 3.6. Government and Third Party Consents. Except (i) for the filing of the Restated Certificate, which will have been filed as of the Closing, (ii) for filings pursuant to Regulation D of the 1933 Act and Section 25102(f) of the California Corporation Code, which may and will be timely filed after the Closing, and (iii) for filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR ACT"), no consent, waiver, approval, order, permit, authorization, declaration, notification, filing, designation, qualification or registration ("CONSENT") of or with any Governmental Authority or any other person is required to be made or obtained by the Company or any Major Subsidiary in connection with (A) the execution and delivery of this Agreement or any of the Transaction Agreements; or (B) the performance by the Company of its obligations under this Agreement or the Transaction Agreements or the consummation of the transactions contemplated hereby and thereby, other than Consents required with respect to the performance of the Collaboration Agreement after the date of the Closing that may be obtained after the Closing and for which the Company does not currently believe that it will be unable to obtain in a timely manner. 3.7. Title to Properties and Assets; Absence of Liens. The Company and the Major Subsidiaries have good and marketable title to and own their respective property and assets, including, without limitation, the property and assets reflected in the unaudited consolidated balance sheet of the Company dated March 31, 2006, free and clear of all mortgages, pledges, liens, deeds of trust, claims of any kind, licenses, restrictions, security interests and other encumbrances ("LIENS"), except such Liens imposed by Law that arise in the ordinary course of business and do not materially impair the Company's or any such Major Subsidiary's ownership or use of such property or assets. With respect to the property and assets it leases (excluding any Spectrum Leases (as defined below), which are covered by Section 3.23 hereof), the Company and each Major Subsidiary, as the case may be, is in compliance with the lease covering such property and assets and the Company or such Major Subsidiary, as applicable, holds a valid leasehold interest in such leased property and assets free of any Liens (other than those of the lessors of such property or assets), except with respect to leases of which the termination or loss of rights would not have or result in, individually or in the aggregate, a Material Adverse Effect. 3.8. Tax Matters. The Company and each Major Subsidiary has duly and timely filed all returns, declarations, reports, and information statements ("RETURNS") required to be filed in respect of any and all Taxes (as defined below). All Returns filed by the Company or any each Major Subsidiary are true, correct, and complete in all material respects. The Company and each Major Subsidiary, as applicable, has paid all Taxes due and payable on a timely basis, whether or not shown on such Returns, except those Taxes contested by the Company in good faith that are listed in Schedule 3.8 of the Schedule of Exceptions. There are no federal, state, 8

county or local Taxes of the United States (including, without limitation any federal, state or local government agency) or Taxes of jurisdictions outside the United States due and payable by the Company or any Subsidiary which have not been timely paid, except where the failure to timely pay such Taxes would not have or result in, individually or in the aggregate, a Material Adverse Effect. The provision for Taxes as shown in the Financial Statements (as defined below) is adequate for the payment of, and are at least equal to all unpaid Taxes of the Company and the Subsidiaries, due or accrued, whether or not assessed or disputed, as of the date of the Financial Statements. The Company has not elected pursuant to the Code, to be treated as an "S" corporation pursuant to Section 1362(a) of the Code or a collapsible corporation pursuant to Section 341(f) of the Code, and neither the Company nor any Major Subsidiary has made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have or result in, individually or in the aggregate, a Material Adverse Effect. None of the Returns has ever been audited by any applicable Governmental Authority, and there is no current audit, investigation, Action (as defined below) or deficiency proposed or assessed against the Company or any Major Subsidiary with respect to Taxes. Neither the Company nor any Major Subsidiary has executed any waiver of any statute of limitations on the assessment or collection of any Taxes. Since the date of the Financial Statements, neither the Company nor any Major Subsidiary has incurred any Taxes other than in the ordinary course of business, and the Company and each Major Subsidiary has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. There are no Liens for Taxes upon any of the assets of the Company or any Major Subsidiary, except Liens for Taxes not yet due and payable. The Company and each Major Subsidiary have withheld and collected all Taxes required to be withheld or collected under the Code or other applicable Law, and has paid such Taxes to the proper Governmental Authority, all on a timely basis. Neither the Company nor any Major Subsidiary has been a "distributing corporation" or a "controlled corporation" in connection with a distribution described in Section 355 of the Code. Neither the Company nor any Major Subsidiary has ever been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code (or any predecessor provision or comparable provision of state, local or foreign Law), or a member of combined, consolidated or unitary group for state, local or foreign Tax purposes, other than the group of which the Company is the common parent. Neither the Company nor any Major Subsidiary has any liability for Taxes of any person (other than the Company or such Major Subsidiary) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign income Tax Law), as transferee or successor, or pursuant to a contract. Neither the Company nor any Major Subsidiary has engaged in a transaction that constitutes a "reportable transaction", as such term is defined in Treasury Regulation Section 1.6011-4(b)(1), or a transaction that constitutes a "listed transaction", as such term is defined in Treasury Regulation Section 1.6011-4(b)(2). For purposes of this Agreement, the term "TAXES" means (i) all charges, fees, levies, or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, social security, unemployment, excise, estimated, severance, stamp, occupation, property, or other taxes, together with all interest and penalties on such taxes, (ii) any liability for payment of amounts described in clause (i) whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any period, or otherwise through operation of Law, and (iii) any liability for the payment of amounts described in clauses (i) or (ii) as a result of any tax sharing, 9

tax indemnity or tax allocation Contract or any other express or implied Contract to indemnify any other person.. 3.9. Litigation. There is no litigation, arbitration, action, claim, suit, proceeding or, to the Company's knowledge, investigation (whether conducted by or before any judicial or regulatory body, Governmental Authority, arbitrator, or other person) ("ACTION") pending or, to the knowledge of the Company, threatened or contemplated, (i) against the Company or any Major Subsidiary, or any or their respective activities, properties or assets, (ii) to the Company's knowledge, against any officer, director or employee of the Company or any Subsidiary in connection with such officer's, director's or employee's relationship with, or actions taken on behalf of the Company, or (iii) that questions the validity of this Agreement or the Transaction Agreements or the right of the Company to enter into them, or to perform its obligations hereunder and thereunder or to consummate any of the transactions contemplated by this Agreement or the Transaction Agreements. Neither the Company, nor any Major Subsidiary, nor, to the Company's knowledge, any of their respective officers, directors or employees, is a party or subject to the provisions of any order, writ, injunction, judgment, ruling or decree ("ORDER") of any court or Governmental Authority or instrumentality (in the case of officers, directors and employees, such as would affect the Company or any Major Subsidiary). There is no Action by the Company or any Subsidiary currently pending or that the Company or any Subsidiary currently intends to initiate. 3.10. Compliance with Other Instruments. Neither the Company nor any Major Subsidiary is in, nor shall the conduct of its respective business as now conducted and as presently proposed to be conducted result in, any violation, breach or default of (i) any existing or, to the extent known to the Company, currently proposed Order or Law of any court or other tribunal or of any Governmental Authority, (ii) any Contract, to which the Company or any Major Subsidiary is a party or by which the Company or any Major Subsidiary or any of their respective properties may be bound, (iii) any provision of the Restated Certificate, the Bylaws, the charter, bylaws and/or other governing documents of each of the Subsidiaries, or the Stockholders Agreement, each as amended to the date, or (iv) the provisions of any Laws of the United States (including, without limitation any federal, state or local government agency) and jurisdictions outside the United States applicable to or binding upon the Company or any Major Subsidiary, except as would not have or result in, individually or in the aggregate, a Material Adverse Effect. 3.11. Interested Party Transactions. There are no Contracts or proposed transactions between the Company or any Major Subsidiary and any of their respective officers, directors, stockholders, affiliates, or any affiliate thereof. To the Company's knowledge, none of the Company's or any Major Subsidiary's directors or any Key Employees (as defined below), or any members of their immediate families, or any "AFFILIATE" (as defined in Rule 405 promulgated under the 1933 Act) of any such person has or has had, either directly or indirectly, a material interest in: (a) any person or entity which purchases from or sells, licenses or furnishes to the Company or any Major Subsidiary any goods, property, technology, intellectual or other property rights or services; (b) any firm or corporation with which the Company or any Major Subsidiary is affiliated or with which the Company or any Major Subsidiary has a business relationship, or (c) any firm or corporation which competes with the Company or any Major 10

Subsidiary, except that directors, officers or Key Employees or members of their immediate families may own stock in (but not exceeding one percent (1%) of the outstanding capital stock of) publicly traded companies. To the Company's knowledge, none of the Company's or any Major Subsidiary's directors or any Key Employees, or any members of their immediate families, or affiliates of any such person has or has had, either directly or indirectly, a material interest in any Contract to which the Company or any Major Subsidiary is a party or by which it may be bound or affected (other than such Contracts as relate to any such person's ownership of capital stock or other securities of the Company). None of the Company's or any Major Subsidiary's directors or any Key Employees, or any members of their immediate families, or affiliates of any such person has or has had, either directly or indirectly, a material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company's or any Major Subsidiary's customers, suppliers, service providers, joint venture partners, licensees and competitors. 3.12. Agreements; Actions. (a) As of the Effective Date, there are no Contacts (oral or written) or proposed transactions to which the Company or any Major Subsidiary is a party or by which any of them is bound that may involve (i) obligations (contingent or otherwise) of, or payments to the Company or any Major Subsidiary in excess of, $5,000,000, (ii) indemnification by the Company or any Major Subsidiary of any person or entity with respect to infringement of Proprietary Rights outside the ordinary course of the Company's or any Major Subsidiary's business, (iii) the acquisition, lease, sublease, license, transfer or assignment of BRS or EBS spectrum, (iv) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any Major Subsidiary, other than standard end-user object code license agreements, or (v) the granting of any rights or any provisions that, individually or in the aggregate, materially restrict or adversely affect the development, manufacture, production, assembly, licensing, marketing, distribution or sale of the Company's or any Major Subsidiary's products or services (each a "MATERIAL CONTRACT" and, collectively, the "MATERIAL CONTRACTS"). (b) Neither the Company nor any Major Subsidiary has (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $5,000,000 or, in the case of indebtedness and/or liabilities individually less than $5,000,000, in excess of $10,000,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel or other out-of-pocket expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of this Section 3.12(b), all indebtedness, liabilities, Contracts or transactions subject to a binding agreement or understanding involving the same person or entity (including, without limitation, persons or entities the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of this Section 3.12(b). (c) Each of the Material Contracts is a valid, binding and enforceable obligation of the Company or such Major Subsidiary, as the case may be, and, to the knowledge 11

of the Company, of the other party or parties thereto, in each case, enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors' rights generally and to general equitable principles, and is in full force and effect. Neither the Company, nor any Major Subsidiary is in material default or breach of or in non-compliance with any term of any Material Contract, nor, to the Company's knowledge, does any other party to a Material Contract consider the Company or such Major Subsidiary to be in default or breach of or in non-compliance with any term of such Material Contract, nor, to the knowledge of the Company, is there any basis for any of the foregoing. To the Company knowledge, no other party to a Material Contract is in default or breach of or in non-compliance with any term of such Material Contract, except as would not have or result in, individually or in the aggregate, a Material Adverse Effect. (d) No employee, officer, director, stockholder or equityholder of the Company or any Major Subsidiary or any member of his or her immediate family is indebted to the Company or any Major Subsidiary, nor is the Company or any Major Subsidiary indebted (or committed to make loans or extend or guarantee credit) to any of them, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses. 3.13. Disclosure. The Company has fully provided Purchaser with all of the information that Purchaser has requested for deciding whether to acquire the Shares. None of this Agreement (including, without limitation and as qualified by all exhibits and schedules hereto), the Transaction Agreements or any other written statements or certificates made by or on behalf of the Company or any Major Subsidiary in connection with this Agreement or any of the Transaction Agreements or any of the transactions contemplated hereby or thereby, contains any untrue statement of a material fact or omits to state a material fact necessary to be stated therein or necessary in order to make the statements herein or therein not misleading in light of the circumstances under which they were made. 3.14. Intellectual Property. (a) Proprietary Rights. The Company and the Major Subsidiaries have good title and ownership of, or have exclusive, perpetual license to, all patents, patent applications, trademarks, service marks, trade names, copyrights, maskworks, trade secrets, information, proprietary rights, designs, processes and similar intellectual property (collectively, the "PROPRIETARY RIGHTS") necessary to enable them to carry on their respective business as now conducted and as presently proposed to be conducted without any conflict with or infringement of the rights of others. No third party has any ownership right, title, interest, claim in, encumbrance or Lien on any of the Company's or any Major Subsidiary's Proprietary Rights and the Company and each Major Subsidiary has taken all steps reasonably necessary to preserve its legal rights in, and the secrecy, confidentiality and value of, all its Proprietary Rights, except for disclosure which is required for legitimate business or legal reasons. Schedule 3.14(a) of the Schedule of Exceptions contains with respect to Proprietary Rights of the Company and/or any Major Subsidiary, a true, correct and complete list of (i) each patent and patent application, the patent number or application serial number for each jurisdiction in which filed, the jurisdiction, date filed or issued, and present status thereof; (ii) each trademark, service mark and trade name, 12

whether registered, applied for and unregistered, and if registered or applied for, the application serial number or registration number (if registered) for each jurisdiction in which filed, the jurisdiction, date filed or issued, present status thereof, and the class of goods covered or the nature of the goods or services, (iii) for any URL or domain name, the registration date, any renewal date and name of registry; and (iv) for each registered copyrighted work, the number and date of registration for each country, province and state, in which a copyright application has been registered. The Company and the Major Subsidiary's own all of such Proprietary Rights free and clear of all Liens, licenses and other encumbrances. No Company or any Major Subsidiary patent, patent application, registered trademark, service mark and trade name nor registered copyrighted work has been or is currently involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and, to the Company's knowledge, no such action is or has been threatened with respect to any of the foregoing. (b) Licenses; Other Agreements. Neither the Company or any Major Subsidiary has granted, and there are not outstanding, any options or Contracts of any kind relating to any Proprietary Rights of the Company or any Major Subsidiary, nor is the Company or any Major Subsidiary bound by or a party to any option or Contract of any kind with respect to any of its respective Proprietary Rights. Neither the Company or any Major Subsidiary is in violation of, or by conducting its business as now conducted or as presently proposed to be conducted, would violate, any licenses with respect to the Proprietary Rights to which the Company or any Major Subsidiary is a party to, including, without limitation, any software licenses or open source licenses. (c) No Infringement. To the Company's knowledge, neither the Company nor any Major Subsidiary (i) has violated or infringed, (ii) is currently violating or infringing or (iii) by conducting its respective business as presently proposed to be conducted, will violate or infringe, any of the Proprietary Rights of any other person or entity. Neither the Company nor any Major Subsidiary has received any written or, to the Company's knowledge, verbal communications alleging that the Company or any Major Subsidiary (or any of its employees or consultants) has violated or infringed or, by conducting its business as now conducted or as presently proposed to be conducted, would violate or infringe, any Proprietary Rights of any other person or entity nor, to the Company's knowledge, is there any factual or legal basis therefor. To the Company's knowledge, no person or entity has violated or infringed or is currently violating or infringing any of the Company's or any Major Subsidiary's Proprietary Rights. (d) Licenses from Third Parties; Royalties; Open Source Software. Other than with respect to commercially available software products under standard end-user object code license agreements, neither the Company nor any Major Subsidiary is bound by or a party to any options or Contracts of any kind relating to the Proprietary Rights of any person or entity. Neither the Company nor any Major Subsidiary is obligated to pay any royalties or other payments to any person or entity with respect to the marketing, sale, distribution, manufacture, license or use of any Proprietary Rights in connection with the conduct of the Company's or any Major Subsidiary's business. Neither the Company nor any Major Subsidiary has embedded any open source, copyleft or community source code in any of its products generally available or in 13

development, including, but not limited to, any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement. (e) Employee NDAs. Each current and former officer, employee and consultant of the Company or any Major Subsidiary, including, without limitation, each Key Employee, has executed in the Company's favor a standard agreement regarding confidentiality and proprietary information used by the Company or any Major Subsidiary and assignment of intellectual property rights in favor of the Company and/or any such Major Subsidiary substantially in the form of the Employee Non-Compete Agreement attached to this Agreement as Exhibit D, and all such agreements are in full force and effect. To the Company's knowledge, none of its current or former employees, officers and consultants is in violation thereof. No such person has excluded works or intellectual property rights made prior to his or her employment or other contractual relationship with the Company or any Major Subsidiary from his or her assignment of inventions pursuant to such agreement. Subject to any limitations on such vesting imposed by applicable Law, full title and ownership of all inventions and proprietary rights, processes or methods developed or invented by any and all employees and consultants of the Company or any Major Subsidiary during the period of their employment and/or consultancy and resulting directly or indirectly from their work for the Company or any Major Subsidiary vest in the Company or such Major Subsidiary pursuant to each such agreement. (f) No Breach by Employee. To the Company's knowledge, (i) none of the Company's or any Major Subsidiary's employees or consultants are obligated under any Contract of any nature or subject to any Order of any court or Governmental Authority, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or any Major Subsidiary or to promote the interests of the Company or any Major Subsidiary or that would conflict with the Company's or any Major Subsidiary's business as now conducted and as presently proposed to be conducted and (ii) none of the Company's or any Major Subsidiary's employees or consultants is, by virtue of such employee's or consultant's activities in connection with the Company's or any Major Subsidiary's business, infringing, or misappropriating any Proprietary Rights of any former employer of such employee or consultant. Neither the execution or delivery of this Agreement or the Transaction Agreements, nor the carrying on of the Company's or any Major Subsidiary's business by the employees and consultants of the Company or any Major Subsidiary, nor the conduct of the Company's or any Major Subsidiary's business will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract, covenant or instrument under which any of such employees or consultants or the Company or any Major Subsidiary is now obligated. It will not be necessary for the Company or any Major Subsidiary to utilize any inventions of any of the employees of the Company or any Major Subsidiary (or persons the Company or any Major Subsidiary currently intends to hire) made prior to or outside the scope of their employment by the Company or such Major Subsidiary to enable the Company or any Major Subsidiary to carry on its respective business as now conducted and as presently proposed to be conducted. To the Company's knowledge, at no time during the conception of or reduction of any of the Company's or any Major Subsidiary's Proprietary Rights to practice was any developer, inventor or other contributor to the Company's or any Major Subsidiary's patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency 14

or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's or any Major Subsidiary's rights in such Proprietary Rights. (g) Neither (A) the wireless broadband services offered by the Company or any Major Subsidiary, nor (B) any systems or data bases of the Company or any Major Subsidiary or any information contained thereon, have experienced (i) any failures, including, without limitation, those related to the continuous provision of service, (ii) any breaches of security or (iii) any instances of hacking which would have or result in, individually or in the aggregate, a Material Adverse Effect. 3.15. Financial Statements. The Company has delivered to Purchaser the audited consolidated financial statements of the Company (balance sheet and income statement, statement of shareholders' equity and statement of cash flows) as of December 31, 2003, December 31, 2004 and December 31, 2005 and for the fiscal years then ended and unaudited financial statements (balance sheet and income statement) as of March 31, 2006 and for the three months then ended (the "FINANCIAL STATEMENTS"). The Financial Statements (i) are in accordance with the books and records of the Company and the Subsidiaries (which are true and complete in all material respects), and (ii) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except that the unaudited Financial Statements do not contain all footnotes and normal year-end audit adjustments that are not, individually or in the aggregate, material. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company and the Subsidiaries as of the dates, and for the periods, indicated therein, subject to normal audit adjustments with respect to the March 31 2006 Financial Statements. Except as set forth in the Financial Statements, neither the Company nor any Subsidiary has any debts, liabilities or obligations of any nature, whether due or to become due, (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) or with respect to which the Company or any Subsidiary has otherwise become directly or indirectly liable, other than (i) liabilities incurred in the ordinary course of business subsequent to March 31, 2006, and (ii) liabilities and obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually or in the aggregate, would not have or result in a Material Adverse Effect. 3.16. Indebtedness; Guarantees. Schedule 3.16 of the Schedule of Exceptions identifies, as of the Effective Date, all outstanding loans, debts, notes, mortgages, indentures, security agreements, commitments and other obligations of the Company or any Major Subsidiary individually in excess of $5,000,000 or, in the case of such obligations individually less than $5,000,000, in excess of in the aggregate $10,000,000 (collectively, the "OBLIGATIONS"). Neither the Company nor any Major Subsidiary is in default under (or has received any notice that it has breached or committed any default under) any of the Obligations, and no event or condition has occurred which, with the lapse of time or the giving of notice, or both, would constitute such a default. Neither the Company nor any Subsidiary is a guarantor or indemnitor of any indebtedness of any person or entity, including, without limitation, any Subsidiary that is not wholly-owned. 15

3.17. Permits. The Company and the Major Subsidiaries have all franchises, permits, Consents, licenses, leases and any similar authority necessary for the conduct of its business as now being conducted, and the Company believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as presently proposed to be conducted. Neither the Company nor any Major Subsidiary is in default in any respect under any of such franchises, permits, Consents, licenses, leases or other similar authority. 3.18. Absence of Certain Events. Since March 31, 2006, there has not been: (i) any change in the assets, liabilities, financial condition or operating results of the Company or any Subsidiary from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and would not have or result in, individually or in the aggregate, a Material Adverse Effect; (ii) any material damage, destruction or loss, whether or not covered by insurance, that has had or would have or result in, individually or in the aggregate, a Material Adverse Effect; (iii) any waiver, compromise or default by the Company or any Subsidiary of a valuable right or of an Obligation or other material debt or obligation owed to it; (iv) any satisfaction or discharge of any Lien or payment of any obligation by the Company or any Subsidiary, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company and its Subsidiaries taken together; (v) any transfer of or granting of any security interest in any material asset of the Company or any Subsidiary; (vi) any change or amendment to a Material Contract or other material arrangement by which the Company or any Major Subsidiary or any of their respective assets or properties is bound or subject; (vii) any change in any compensation arrangement or Contract with any present or prospective Key Employee, officer or director of the Company or any Subsidiary, other than changes in the ordinary course of business that do not exceed $25,000 on an annual basis for any individual Key Employee, officer or director; (viii) any resignation or termination of the employment of any Key Employee or director of the Company or any Major Subsidiary; (ix) any Lien, created by the Company or any Major Subsidiary, with respect to any of its properties or assets, except Liens for taxes not yet due or payable and Liens that arise in the ordinary course of business and do not materially impair the Company's or any Major Subsidiary ownership or use of such property or assets; 16

(x) any loans or guarantees made by the Company or any Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (xi) any declaration, setting aside or payment or other distribution in respect of any capital stock of the Company's or any Subsidiary that is not wholly-owned by the Company, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company or any such Subsidiary; (xii) any sale, assignment or transfer of any Company's or any Major Subsidiary's Proprietary Rights; (xiii) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or any Major Subsidiary; (xiv) any other events or conditions of any character which would have or result in, individually or in the aggregate, a Material Adverse Effect; or (xv) any Contract or commitment by the Company or any Subsidiary to do any of the things described in this Section 3.18. 3.19. Environmental Matters. Neither the Company nor any Major Subsidiary is in violation of any applicable Law relating to the environment or occupational health and safety, and no material expenditures are or will be required in order to comply with any such existing Law. During the period that the Company or any Major Subsidiary has owned, licensed or leased its properties and facilities, (a) there have been no disposals, releases or threatened releases of Hazardous Materials (as defined below) on, from or under such properties or facilities, (b) neither the Company nor any Major Subsidiary nor, to the Company's knowledge, any third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials. To the Company's knowledge, there have been no disposals, releases or threatened releases of, of nor the presence of any, Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to the Company or any Major Subsidiary having taken possession of any of such properties or facilities. For the purposes of this Section 3.19, the terms "disposal," "release," and "threatened release" shall have the definitions assigned thereto by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended ("CERCLA"). For the purposes of this Section 3.19, "HAZARDOUS MATERIALS" shall mean any hazardous or toxic substance, material or waste which is regulated under, or defined as a "hazardous substance," "pollutant," "contaminant," "toxic chemical," "hazardous material," "toxic substance," or "hazardous chemical" under (i) CERCLA; (ii) the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 11001 et seq.; (iii) the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101, et seq.; (iv) the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; (v) the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq.; (vi) regulations promulgated under any of the above statutes; or (vii) any applicable state or local statute, 17

ordinance, rule, or regulation that has a scope or purpose similar to those statutes identified above. 3.20. Insurance. The Company and the Major Subsidiaries maintain insurance issued by insurers of recognized financial responsibility of the types and in the amounts that are adequate for its businesses and consistent with insurance coverage maintained by similar companies in similar businesses, including, but not limited to, insurance covering directors and officers, errors and omissions, commercial general liability, products liability and real and personal property owned or leased by the Company or any Major Subsidiary against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect. The Company and/or each Major Subsidiary is in compliance with the terms of all such insurance policies, except to the extent that any such non-compliance could result in the suspension or termination of such insurance policy, and has not received notice of default under any such insurance policy or received notice of any pending or threatened termination or cancellation, coverage limitation or reduction or premium increase with respect to any such insurance policy, and the Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a material increase in cost or risk. Neither the Company nor any Major Subsidiary has during the past three fiscal years been denied any insurance coverage which it has sought or for which it has applied. 3.21. Certain Business Practices. Neither the Company nor any Major Subsidiary nor any officer, director, agent or employee purporting to act on behalf of the Company or any Major Subsidiary has at any time, directly or indirectly, (i) made, provided or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions in violation of Law, (ii) made any payment to any local, state, federal or foreign governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by applicable Law (including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended), (iii) made any payment to any agent, employee, officer or director of any entity to which the Company or any Major Subsidiary does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or such Major Subsidiary, (iv) engaged in any transactions, maintained any bank account or used any corporate funds, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or such Major Subsidiary, (v) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (vi) made any payment in the nature of criminal bribery or any other unlawful payment. 3.22. Employee Matters. (a) Agreements; "At will" Employment. As of the Effective Date, the Company and the Major Subsidiaries employ that number of full-time employees and that number of part-time employees and engage that number of consultants or independent contractors as set forth on Schedule 3.22(a) to the Schedule of Exceptions. All of the employees of the Company in the United States are employed by the Company or Clearwire US LLC. 18

Other than (i) standard director and officer indemnification agreements approved by the Board of the Company, (ii) with regard to the purchase of shares of the Company's Class A Common Stock and the issuance of options to purchase shares of the Company's Class A Common Stock, in each instance, approved by the Board of the Company or a committee to which the Board of the Company has delegated the responsibility, and (iii) agreements disclosed in Schedule 3.22(a)(iii) of the Schedule of Exceptions, there are no Contracts or proposed transactions between the Company or any Major Subsidiary and any of their respective its employees, officers or directors. No employee of the Company or any Major Subsidiary has been granted the right to continued employment and the employment of each employee is terminable at the will of the Company or such Major Subsidiary and the employee. (b) Severance Agreements. No plan, policy, practice, program or Contract between the Company or any Major Subsidiary and any employee provides for the payment of compensation, severance benefits or continuation of benefits (other than as required by COBRA) as the result of (i) termination of employment or consulting services (whether actual or constructive); (ii) any merger, consolidation, sale of stock or assets, change in control or any other transaction(s) by the Company or any Major Subsidiary; or (iii) the occurrence of any other event or combination of events. (c) Compliance with Laws; Withholding Obligations. Neither the Company nor any Major Subsidiary is delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it or amounts required to be reimbursed to such employees, consultants, or independent contractors. To the Company's knowledge, the Company and the Major Subsidiaries have complied with all applicable state and federal equal employment opportunity Laws and with other Laws related to employment including, but not limited to, those related to wages, hours, worker classification, and collective bargaining, and the Company is not aware of any pending demand letters, charge, claims or lawsuits alleging violations of such Laws. The Company and the Major Subsidiaries have withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company or any Major Subsidiary including, but, not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing. (d) Employee Departures. To the Company's knowledge, no officer or Key Employee intends to terminate employment with the Company or any Major Subsidiary or is otherwise likely to become unavailable to continue as an officer or employee, nor does the Company or any Major Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 3.22(d) of the Schedule of Exceptions lists those individuals who are agreed to be "officers" and/or "key employees" of the Company and the Major Subsidiaries (the "KEY EMPLOYEES") for the purposes of this Agreement. (e) Equity Incentives. Neither the Company nor any Major Subsidiary has made any representations regarding equity incentives to any officer, employees, director or 19

consultant that are inconsistent with the share amounts and terms set forth in the minutes and actions by written consent of Board of the Company. (f) Termination of Employment; Release of Claims. Each former officer or key employee whose employment was terminated by the Company or a Major Subsidiary has entered into an agreement with the Company or such Major Subsidiary providing for the full release of any claims against the Company, Major Subsidiary and any related party arising out of such employment. (g) Employee Benefit Plans. Section 3.22(g) of the Schedule of Exceptions sets forth each employee benefit plan maintained, established or sponsored by the Company or any Major Subsidiary, or which the Company or any Major Subsidiary participates in, contributes to or is subject to and further indicates which plans are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company and each Major Subsidiary has made all required contributions and has no liability to any such employee benefit plan, other than contributions that are in the process of being completed on a timely basis and liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied in all material respects with all applicable Laws for any such employee benefit plan. (h) Organized Labor. Neither the Company nor any Major Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Company's knowledge, has sought to represent any of the employees, representatives or agents of the Company or any Major Subsidiary. There is no strike or other labor dispute involving the Company or any Major Subsidiary pending, or to the Company's or any Major Subsidiary's knowledge, threatened, nor is the Company or any Major Subsidiary aware of any labor organization activity involving its employees. (i) Actions Against Officers and Directors. To the Company's knowledge, none of the directors of the Company or any Major Subsidiary or the Key Employees has been (i) subject to voluntary or involuntary petition under the federal bankruptcy Laws or any state insolvency Law or the appointment of a receiver, fiscal agent or similar officer by a court for his or her business or property, or any partnership in which he or she was a general partner or any corporation or business association of which he or she was an executive officer; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any Order (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities, commodities, or unfair trade practices Law, which such judgment or finding has not been subsequently reversed, suspended, or vacated. 20

3.23. FCC Matters. (a) The Company and its direct or indirect Subsidiaries, Fixed Wireless Holding, LLC, Clearwire Spectrum Holdings LLC, Winbeam Inc., Jonsson Communications Corporation, Craig Wireless Honolulu, Unison Wireless, Inc., Clearwire Technologies, Inc., Clearwire Spectrum Corp. and Clearwire Communications, Inc. (collectively, the "COMPANY FCC LICENSE HOLDERS") validly hold the Federal Communications Commission ("FCC") licenses, permits and authorizations set forth on Schedule 3.23(a) of the Schedule of Exceptions (the "COMPANY FCC AUTHORIZATIONS"), true and correct copies of which have been made available to Purchaser. Schedule 3.23(a) of the Schedule of Exceptions sets forth all of the licenses, permits and authorizations issued by the FCC that are currently held by the Company or any of the Subsidiaries. (b) The Company FCC License Holders' wireless systems operating in whole or in part on BRS spectrum or EBS spectrum (the "SYSTEMS") utilize spectrum licensed by the FCC to third parties (each a "LESSOR") that is made available for use by the Company FCC License Holders under certain spectrum leases, subleases, capacity use agreements or other similar arrangements between the Company FCC License Holders and the Lessors (each such arrangement, together with all together with all amendments, waivers, notices, and ancillary agreements related thereto (whether written or oral), a "SPECTRUM LEASE"). Schedule 3.23(b) of the Schedule of Exceptions sets forth for each Spectrum Lease: (i) name of the Lessor and the Lessee, (ii) whether such lease is a De Facto Transfer Lease entered into pursuant to Section 1.9010 of the FCC's Rules, a Spectrum Manager Lease entered into pursuant to Section 1.9020 of the FCC's Rules or a "grandfathered" lease pursuant to Section 27.1214 or Section 27.1215 of the FCC's Rules; (iii) the specific channel names and number of channels covered by such Spectrum Lease; (iv) the call sign and geographic market for each FCC license, permit and authorization that is covered by such Spectrum Lease (collectively, the "LEASED FCC AUTHORIZATIONS"); and (v) the expiration date of each Leased FCC Authorization. Schedule 3.23(b) sets forth all of the Spectrum Leases that are currently held by the Company or any of the Subsidiaries and each of the Leased FCC Authorizations thereunder. True and correct copies of all Spectrum Leases and Leased FCC Authorizations have been made available to Purchaser (c) The Company FCC Authorizations and the Leased FCC Authorizations (collectively, the "FCC AUTHORIZATIONS") have been granted to the Company FCC License Holders or the applicable Lessor by Final Order, are in full force and effect and have not been revoked, suspended, cancelled, rescinded, or terminated. No FCC Authorization has expired (except for any FCC Authorization that has expired but for which a timely-filed renewal application is currently pending before the FCC). To the Company's knowledge, each FCC Authorization was duly and validly issued by the FCC pursuant to procedures which comply with all requirements of applicable Law, including, without limitation, the FCC's Rules. There is not pending, or to the Company's knowledge threatened, anticipated or reasonably likely if facts or circumstances known to the Company were brought to the attention of the FCC, any action by or before the FCC that questions the validity of any FCC Authorization or seeks (i) to revoke, suspend, cancel, rescind or modify any of the FCC Authorizations, except for routine modifications set forth on Schedule 3.23(c) of the Schedule of Exceptions or (ii) to impair the ability of the Company FCC License Holders to utilize the spectrum covered by the FCC 21

Authorizations (other than proceedings to amend FCC rules of general applicability). There is not now issued or outstanding or pending or to the Company's knowledge, threatened, anticipated or reasonably likely if facts or circumstances known to the Company were brought to the attention of the FCC, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint against the Company FCC License Holders, any Lessor, or relating to any FCC Authorization or any System, except where the existence of such would not have or result in, or would not be reasonably likely to have or result in, individually or in the aggregate, a Material Adverse Effect. "FINAL ORDER" means an Action or decision of the FCC as to which (A) no request for a stay or similar request is pending, no stay is in effect, the Action or decision has not been vacated, reversed, set aside, annulled or suspended and any deadline for filing such request that may be designated by Law, has passed, (B) no petition for rehearing or reconsideration or application for review is pending and the time for the filing of any such petition or application has passed, (C) the FCC does not have the Action or decision under reconsideration on its own motion and the time within which it may effect such reconsideration has passed, and (D) no appeal is pending including, without limitation, other administrative or judicial review, or in effect and any deadline for filing any such appeal that may be designated by Law has passed. (d) No applications are currently pending before the FCC related to the FCC Authorizations or the Spectrum Leases. Each such application has been timely filed with the FCC accompanied by payment of such fees as may be required. No petition to deny or other objection has been filed with the FCC against any such application, to the Company's knowledge no such petition or other objection has been threatened, and no reasonable basis exists for the filing of any such petition or other objection by any party or the FCC on its own motion. (e) All applications, notices, reports and filings required to be filed by the Company FCC License Holders and, to the Company's knowledge, each Lessor with the FCC have been timely filed. All applications, notices, reports and filings by the Company FCC License Holders are true, accurate and complete. To the Company's knowledge, all such reports and filings by each Lessor are true, accurate and complete. To the Company's knowledge, all regulatory fees, payments to the Universal Service Fund, if any, and other fees or payments required to be paid by the Company FCC License Holders and each Lessor pursuant to the FCC's Rules have been timely filed and paid, except where the failure to make such timely payment would not have or result in, individually or in the aggregate, a Material Adverse Effect (f) Each Spectrum Lease is in full force and effect, is free from any claims, liabilities or Liens and is unimpaired by any acts or omissions of the Company FCC License Holders. The Company FCC License Holders have a valid leasehold interest in each Spectrum Lease. With respect to each Spectrum Lease, the Company FCC License Holders have complied in all material respects with all of the terms and conditions of the Spectrum Lease since entering into or assuming such Spectrum Lease, the Lessor has not provided the Company FCC License Holders with any notice of default or otherwise notified the Company FCC License Holders that it considers the Spectrum Lease to have been breached (except for such breaches that would not have or result in, individually or in the aggregate, a Material Adverse Effect), and the Company FCC License Holders are entitled to exercise all of the rights to which the 22

Company FCC License Holders are entitled under the terms of the Spectrum Lease. To the best of Company's knowledge, no facts or circumstances exist that would permit the Lessor to terminate any Spectrum Lease upon the requisite notice to the Company FCC License Holders. To the best of Company's knowledge, the Lessor under each Spectrum Lease has complied in all material respects with all of the terms and conditions of the Spectrum Lease, and the Company FCC License Holders have not notified any Lessor that it considers the Spectrum Lease to have been breached. Each Spectrum Lease permits the Company FCC License Holders to utilize the spectrum covered by the Leased FCC Authorization(s) to provide two-way broadband data services to subscribers, except for such Spectrum Leases that afford the Company FCC License Holders use of spectrum that collectively represents less than five percent (5%) of the FCC Authorizations, measured on the basis of MHz/pops; provided, however, that no Spectrum Lease fails to permit the Company FCC License Holders to utilize the spectrum covered by the Leased FCC Authorization(s) to provide two-way broadband data services to subscribers where such failure would materially restrict or adversely affect the development, manufacture, production, assembly, licensing, marketing, distribution or sale of the Company's or any Majority Subsidiary's products or services within the geographic area subject to such Spectrum Lease. To the Company's knowledge, no person or entity, other than the Company FCC License Holders and the Lessor, has asserted any right to utilize any Leased FCC Authorization or the spectrum licensed thereunder. Each Spectrum Lease complies with all applicable Laws, including, without limitation, the FCC's Rules. (g) Neither any Company FCC License Holder nor any Lessor is bound by any Contracts or other understandings relating to the assignment, transfer, conveyance or pledge of any FCC Authorization or any Spectrum Lease, in whole or in part, or any interest therein. (h) Neither any Company FCC License Holder nor, to the Company's knowledge, any Lessor is subject to any Contract or other understanding restricting its ability to deploy and operate facilities that would otherwise be permitted pursuant to the FCC Authorizations and the FCC's Rules or to construct and operate facilities utilizing any particular technical parameters; and (ii) neither any Company FCC License Holder nor, to the Company's knowledge, any Lessor is bound by any Contract or other understanding pursuant to which it is obligated to accept electromagnetic interference to the facilities authorized under any FCC Authorization (other than FCC rules of general applicability), to restrict the manner in which facilities authorized under any FCC Authorization are operated, or to otherwise mitigate or eliminate interference, except for such Contracts that do not materially restrict or adversely affect the development, manufacture, production, assembly, licensing, marketing, distribution or sale of the Company's or any Majority Subsidiary's products or services within the geographic area subject to such Contract. (i) The Company FCC License Holders and, to the Company's knowledge, all Lessors currently are in compliance in all material respects with all applicable Laws governing operations under the FCC Authorizations (including, without limitation, the FCC's Rules governing the construction and operation of facilities and eligibility for and the leasing of Educational Broadband Service authorizations) and have been at all times since the applicable Company FCC License Holder acquired the Company FCC Authorization or entered 23

into or assumed the Spectrum Lease, as the case may be. None of the Systems are operating pursuant to special temporary authority, developmental authority or experimental authority issued by the FCC. 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to the Company as follows: 4.1. Authorization. All corporate action on the part of Purchaser, its officers, directors and shareholders necessary for the authorization, execution and delivery of, and the performance of all obligations of Purchaser under this Agreement and the Transaction Agreements and necessary for the consummation of the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby will not conflict with or constitute or result in, with or without the passage of time or the giving of notice or both, either a violation, breach or default by Purchaser of (i) any Order of any Government Authority or (ii) any constituent documents of Purchaser. This Agreement and the Transaction Agreements when executed and delivered by Purchaser will constitute a valid and legally binding obligation of Purchaser enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors' rights generally and to general equitable principles and, with regard to the indemnification provisions contained in the Investor Rights Agreement, to the extent such indemnification provisions may be limited by applicable federal and state securities Laws and principles of public policy. 4.2. Investigation; Economic Risk. Purchaser has had an opportunity to discuss the Company's business, management, financial affairs and the terms and conditions of the offering with the Company's management and has had an opportunity to review the information provided by the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of Purchaser to rely thereon. Purchaser acknowledges that it is able to fend for itself in the transactions contemplated by this Agreement and has the ability to bear the economic risks of its investment pursuant to this Agreement. 4.3. Purchase for Own Account. The Shares will be acquired for investment for its own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof, and that Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Purchaser further represents that it does not have any Contract with any person or entity to sell, transfer or grant participations to such person or entity or to any third person or entity, with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring any of the foregoing. 4.4. Exempt from Registration; Restricted Securities. Purchaser understands that the Shares and the Conversion Shares have not been, and will not be, registered under the 1933 Act, by reason of a specific exemption from the registration provisions of the 1933 Act which depends upon, among other things, the bona fide nature of the investment intent and the 24

accuracy of Purchaser's representations as expressed herein. Purchaser understands that the Shares being purchased hereunder are "restricted securities" within the meaning of Rule 144 under the 1933 Act; that the Shares and the Conversion Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. 4.5. Restrictive Legends. It is understood that each certificate representing the Shares and the Conversion Shares and any other securities issued in respect of the any of the foregoing upon any stock split, stock dividend, recapitalization, merger or similar event shall be stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 4.6 Removal of Restrictive Legend. The legend set forth above shall be removed by the Company from any certificate evidencing Shares or the Conversion Shares upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that a registration statement under the 1933 Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale pursuant to Rule 144 without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares. 4.7. Accredited Investor. Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act. 4.8. No General Solicitation. The Shares were not offered or sold to Purchaser by any form of general solicitation or general advertising. 5. COVENANTS OF THE COMPANY The Company covenants to Purchaser as follows: 5.1 Use of Proceeds. The Company agrees that not less than $200,000,000 of the proceeds from the sale of the Shares will be used for capital expenditures and operational 25

expenditures associated with the deployment and operation of a Mobile WiMAX network in the United States, including, but not limited, to expenditures for spectrum acquisitions, site acquisition, network construction, and WiMAX CPE and WiMAX network infrastructure [***]. In order to confirm the expenditure of the proceeds in the manner set forth above, Purchaser shall have the right to exercise the audit rights provided to Purchaser in Section 5.6 of the Collaboration Agreement. 5.2 Conduct of Business by the Company and the Major Subsidiaries Pending the Closing. Except as expressly contemplated by this Agreement, including, without limitation, the Schedule of Exceptions, or the Transaction Agreements, during the period between the Effective Date and the date of the Closing, the Company shall use commercially reasonable efforts to, and shall cause the Major Subsidiaries to carry on its respective business in the ordinary course of its business in substantially the same manner as currently conducted and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its respective current business organizations, keep available the services of its respective current directors, officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its ongoing business shall be unimpaired at the date of the Closing. 5.3 Issuances of Securities. Between the Effective Date and the earlier of the Closing Date or the thirty first day following the Effective Date, neither the Company nor any Subsidiary will sell or issue any shares of Common Stock, or any securities exercisable or exchangeable for, or convertible into, shares of Common Stock, without the consent of Purchaser, other than (i) the issuance of shares of Class A Common Stock pursuant to obligations existing as of the Effective Date, as set forth in Schedule 5.3 of the Schedule of Exceptions, (ii) the issuance of shares of Class A Common Stock in connection with future spectrum acquisitions, provided that the valuation of such shares is not less than $6.00 per share and the total value of the shares issued does not exceed $57 million in the aggregate (provided, further, that, with respect to the period between the Effective Date and the date of the Closing, the total value of shares issued in connection with future spectrum acquisitions shall not exceed $57 million in the aggregate, unless the shares that are issued in excess of the $57 million limitation are issued at a valuation of not less than $7.50 per share), (iii) the issuance of up to $300,000,000 in shares of Class A Common Stock at not less than $6.00 per share, (iv) the issuance of shares of Class A Common Stock pursuant to the exercise of any preemptive or similar rights directly or indirectly arising out of this Agreement or the transactions described in Section 5.3(iii), which rights Eagle River and its affiliates have validly waived as of the Effective Date and the Company will use commercially reasonable efforts to cause to be waived by the other holders of such rights, (v) the issuance of shares of Class A Common Stock upon the exercise of any options or warrants outstanding on the Effective Date, or (vi) the grant of stock options under the Company's 2003 Stock Option Plan to employees of the Company and its Subsidiaries at an exercise price of not less that $6.00 per shares and subject to a maximum of 1,750,000 shares; provided that at no time prior to the Closing shall the Company or any Subsidiary sell any shares [* * * Confidential Treatment Requested] 26

of Class B Common Stock or any securities exercisable or exchangeable for, or convertible into, shares of Class B Common Stock other than pursuant to the exercise of any preemptive or similar rights directly or indirectly arising out of this Agreement or the transactions described in Section 5.3(iii), which rights Eagle River and its affiliates have validly waived as of the Effective Date and the Company will use commercially reasonable efforts to cause to be waived by the other holders of such rights. 5.4 Closing Capitalization Tables. At the Closing, the Company will provide to Purchaser a true and correct (i) capitalization table of the Company and each Subsidiary setting forth the authorized capital stock (or membership or other equity interests, as applicable) of the Company or such Subsidiary, as the case may be, and all shares of the capital stock (or membership or other equity interests, as applicable), options and warrants (including, without limitation, for each the name of the grantee, number of shares subject to the option or warrant granted, the exercise price per share, the vesting schedule and the date of issuance) and any other securities of the Company or such Subsidiary, as the case may be, issued and outstanding, reserved and/or available for issuance, in each case, as of the date of the Closing, and (ii) an updated Schedule 3.5(a)(iv) of the Schedule of Exceptions with respect to the number of Voting Securities that Eagle River and its affiliates hold, own or control, beneficially or of record, or have or control the power to vote as of the date of the Closing, in each case, attached to a certificate of the Chief Financial Officer of the Company certifying the capitalization tables and updated Schedule 3.5(a)(iii) as true and correct and that (a) all of the outstanding shares of the capital stock of the Company or such Subsidiary, as the case may be, set forth of such capitalization tables are duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Liens imposed by or through the holder thereof, (b) that the outstanding securities of the Company or such Subsidiary, as the case may be, are owned by the stockholders, optionholders and securityholders and in the numbers and by the class and series of each security specified on such capitalization table. 5.5 Antidilution. (a) Any time after the Effective Date that the Company sells or issues or agrees to sell or issue (or is deemed to do so under Section 5.5(e)) Dilutive Shares (as defined below) to any person or entity for no consideration or consideration per share that is less than the Trigger Price (as defined below) in effect immediately prior to such issuance or sale (each, a "DILUTIVE ISSUANCE"), the Company shall concurrently issue to Purchaser for no consideration a number of shares of Class A Common Stock equal to (i) Purchaser's Adjusted Shares (as defined below) less (ii) Purchaser's Original Shares (as defined below) (the "ANTIDILUTION SHARES"). No fractional shares of Class A Common Stock shall be issued pursuant to this Section 5.5. The number of shares of Class A Common Stock issued shall be rounded to the nearest integral number of whole shares of Class A Common Stock. For the purposes of this Section 5.5, whenever Dilutive Shares are issued for a consideration other than cash, either in whole or in part, the fair market value of the Dilutive Shares issued shall be as established in good faith by resolution of the Company's Board. 27

(b) Definitions. For the purposes of this Section 5.5, for each Dilutive Issuance, the following terms shall have the following meanings: (i) "ADJUSTED SHARES" means the number of shares of Class A Common Stock equal to the product of (x) the Purchaser's Original Shares, multiplied by (y) the quotient of (1) the Trigger Price in effect immediately prior to a Dilutive Issuance, divided by (2) the Trigger Price in effect immediately after such Dilutive Issuance. Any Adjusted Shares issued under this Agreement shall be deemed to be "Shares." (ii) "COMMON SHARES" means shares of Class A Common Stock, shares of Class B common stock or any other class of common stock of the Company. (iii) "CONVERTIBLE SECURITIES" means any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Shares, but excluding Options. (iv) "DILUTIVE SHARES" means Common Shares, Options and Convertible Securities issued or deemed issued after the Effective Date other than: (A) Common Shares issued pursuant to Article IV, Section 2(d) of the Restated Certificate; (B) (1) Common Shares outstanding on the Effective Date, (2) Convertible Securities or Options outstanding on the Effective Date (and the Common Shares issued upon conversion, exchange or exercise of such Convertible Securities or Options), and (3) Common Shares (and/or Convertible Securities and Options, and the Common Shares issuable upon conversion, exchange or exercise of such Convertible Securities or Options) issued pursuant to agreements in effect or other commitments or offers outstanding on the Effective Date that (y) relate to the acquisition of spectrum rights or related assets by the Company and/or the Subsidiaries, or (z) are otherwise set forth in Schedule 3.5(c) of the Schedule of Exceptions; (C) Common Shares (and/or Convertible Securities and/or Options, and the Common Shares issuable upon conversion, exchange or exercise of such Convertible Securities or Options) issued to employees, consultants, directors, vendors, lessors or others with whom the Company conducts business, provided that such shares, options, warrants or other rights are issued pursuant to a stock option plan or restricted stock plan approved by the Board of the Company and solely for compensation purposes; (D) Common Shares actually issued upon exercise of any Options outstanding as of the Effective Date or conversion or exchange of any Convertible Securities existing as of the Effective Date, or Options or Convertible Securities issued after the Effective Date in accordance with this clause (iv); and/or (E) Common Shares (and/or Convertible Securities and Options, and the Shares issuable upon conversion, exchange or exercise of such Convertible Securities or Options) issued in connection with any stock split, stock dividend, reverse stock split, recapitalization, reorganization or other distribution of Shares (each, a "RECAPITALIZATION 28

EVENT") that does not affect the relative economic interests or rights of holders of Common Shares. (v) "OPTIONS" means rights, options or warrants to subscribe for, purchase or otherwise acquire, directly or indirectly, Common Shares or Convertible Securities. (vi) "ORIGINAL SHARES" means (x) with respect to the first Dilutive Issuance, the total number of shares of Class A Common Stock and Class B Common Stock set forth in Section 1.2 hereof (as adjusted pursuant to Section 1.3 hereof), to be acquired by Purchaser pursuant to this Agreement (as adjusted for any Recapitalization Event) and (y) with respect to each Dilutive Issuance thereafter, the total number of Adjusted Shares immediately prior to such Dilutive Issuance (as adjusted for any Recapitalization Event). For the avoidance of doubt, any Common Shares acquired by Purchaser or an affiliate of Purchaser from either the Company or any other stockholder of the Company under any Contract other than this Agreement shall in no event be included in the number of Original Shares under this Section 5.5 or any adjustment pursuant to this Section 5.5. (vii) "TRIGGER PRICE" shall initially mean $6.00 per share (as subsequently adjusted for any Recapitalization Event, the "ORIGINAL ISSUE PRICE"). In connection with each Dilutive Issuance, the Trigger Price shall be adjusted downwards to equal the lowest price per Dilutive Share paid for the Dilutive Shares issued or sold in such Dilutive Issuance. The Trigger Price shall also be proportionately adjusted from time to time for any Recapitalization Event pursuant to which securities of the Company are issued with respect to the Original Shares and/or Adjusted Shares. Notwithstanding the foregoing, in no event shall the Trigger Price be adjusted downwards to an amount less than $5.00 per share (as adjusted for any Recapitalization Event). (c) Covenant Regarding Antidilution Shares. The Company hereby represents, warrants and covenants that (i) as a condition precedent to the issuance or sale of any Dilutive Shares in a Dilutive Issuance, the Company shall have reserved at the time of such Dilutive Issuance out of its authorized but unissued capital stock sufficient shares of Class A Common Stock to enable the Company to issue all of the applicable Antidilution Shares pursuant to this Section 5.5, and (ii) all Antidilution Shares issued pursuant to this Section 5.5 shall, upon issuance for no additional consideration, be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Liens, other than Liens created by or imposed by Purchaser. (d) Termination of Antidilution Rights. The rights granted under this Section 5.5 shall terminate immediately after the first to occur of the following: (i) the date which is nine (9) months following the date of the Closing or (ii) the closing of the Company's initial public offering, defined as an underwritten public offering of equity securities in which the Company raises an aggregate of not less than US$400,000,000 in cash. (e) Deemed Issuances of Shares. In the case of any issuance (whether on or after the Effective Date) by the Company of any Convertible Securities or Options, the following provisions shall apply for all purposes of this Section 5.5: 29

(i) For any Convertible Securities issued (other than pursuant to the exercise of Options) after the Effective Date, the aggregate maximum number of Common Shares deliverable upon conversion or exercise of or in exchange for any such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities were issued and for a consideration equal to the consideration, if any, received by the Company upon the issuance of such Convertible Securities plus the minimum additional consideration, if any, to be paid under the terms of such Convertible Security upon conversion, exercise or exchange of such Convertible Securities into the Common Shares covered thereby. (ii) For any Options issued, the aggregate maximum number of Common Shares deliverable upon exercise of the Options, or, in the case of Options for Convertible Securities, the conversion, exercise or exchange of such Convertible Securities, shall be deemed to have been issued at the time such Options were issued for a consideration equal to the consideration, if any, received by the Company for such Options, plus the minimum exercise price provided in such Options for the Common Shares or Convertible Securities covered thereby, and, in the case of Options for Convertible Securities, plus the amount of additional consideration, if any, to be paid upon the conversion, exercise or exchange of such Convertible Securities. (f) Adjustment in Shares. In addition to any necessary adjustment pursuant to Section 1.3 hereof, upon the issuance of any Antidilution Shares, Purchaser agrees to convert such number of its shares of Class B Common Stock, if any, as necessary so that the total voting power of the Company's capital stock held by Purchaser that is represented by the Shares after such issuance of the Antidilution Shares is equal to 60% of the total voting power of the Company's capital stock held, owned or controlled by Eagle River and/or its affiliates. (g) Voting Power of Eagle River. The total voting power of the Company's capital stock held, owned or controlled by Eagle River and/or its affiliates shall be determined based on the total number of Common Shares, Convertible Shares and other voting securities of the Company (collectively, "VOTING SECURITIES") that Eagle River and/or its affiliates then hold, own or control, beneficially or of record, or have or control the power to vote; provided that if at any time after the Effective Date Eagle River or any of its affiliates sells, transfers, assigns, converts, exchanges or otherwise disposes of any Voting Securities, or the power to vote any such securities, then such sold, transferred, assigned, converted, exchanged or otherwise disposed of Voting Securities or rights shall continue to be deemed to be held, owned or controlled by Eagle River and/or its affiliates (without giving effect to any reduction in the voting power of such Voting Securities or rights as a result of such sale, transfer, assignment, conversion, exchange or otherwise disposition) for purposes of determining the total voting power of the Company held, owned or controlled by Eagle River and its affiliates; and provided, further that, (i) any Voting Securities or the power to vote any such securities acquired by Eagle River and/or its affiliates from either the Company or any other stockholder of the Company after the date of the Closing pursuant to any Contract that was entered into after the date of the Closing shall in no event be included in the calculation of the total voting power of the Company held, owned or controlled by Eagle River and/or its affiliates under this Section 5.5; and (ii) for the avoidance of doubt, any Voting Securities or the power to vote any such securities acquired by Eagle River and/or its affiliates from either the Company or any other stockholder of the 30

Company, whether before of after the date of the Closing, pursuant to any Contract that was entered into on or prior to the date of the Closing shall be included in the calculation of the total voting power of the Company held, owned or controlled by Eagle River and/or its affiliates under this Section 5.5. 5.6. Closing Schedules. At least two (2) business days prior to the Closing, the Company will provide to Purchaser a true and correct update of the Schedule of Exceptions, but only with respect to any events, conditions, circumstances or matters arising during the period from the Effective Date to the date of the Closing, which if existing on the Effective Date would have been included or described in the Schedule of Exception (the "CLOSING SCHEDULES"), which items shall be factual and described in detail on the schedules and which schedules shall identify the specific exception to the representations and warranties that the item represents, and with respect to which items Purchaser shall be entitled to request additional information from the Company. In advance of the delivery of the Closing Schedules, from time to time during the period between the Effective Date and the date of the Closing as any events, conditions, circumstances or matters of the type set forth on Schedules 3.5(c), 3.5(e), 3.5(f), 3.9, 3.11, 3.12(a), 3.12(b), 3.12(c), 3.12(d), 3.18. or 3.23 of the Schedule of Exceptions, or any other material events, conditions, circumstances or matters on any other schedule, arise that will be, or are reasonably expected to be, listed on the Closing Schedules, the Company shall provide Purchaser with notice of the occurrence of any such events, conditions, circumstances or matters and copies of or access to any agreements and/or other documentation that relate to or document such events, conditions, circumstances or matters, using commercially reasonable efforts to segregate or otherwise clearly identify such agreements and/or other documentation in any data room; provided, that any such notice need not be delivered more than once every two (2) weeks regardless of the occurrence of any such events, conditions, circumstances or matters; and provided, further, that any breach by the Company of its obligations under this paragraph shall not be considered in determining whether the Company has satisfied its obligations under Section 6.2 of this Agreement. 6. CONDITIONS TO PURCHASER'S OBLIGATIONS AT THE CLOSING The obligation of Purchaser to purchase the Shares at the Closing is subject to the fulfillment, to the satisfaction of Purchaser on or prior to the Closing, of the following conditions, unless otherwise waived in writing: 6.1. Representations and Warranties. (a) Except as set forth in the Schedule of Exceptions, the representations and warranties of the Company in Section 3 hereof that are qualified as to materiality shall have been true and correct in all respects, and all other representations and warranties of the Company in Section 3 hereof shall be true and correct in all material respects, as of the Effective Date, other than representations and warranties that expressly refer to a specific date (in which case, such representations and warranties will be true and correct as of such date). (b) Except as set forth in the Schedule of Exceptions or the Closing Schedules, the representations and warranties of the Company in Section 3 hereof that are 31

qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Company in Section 3 hereof shall be true and correct in all material respects, in each case, as if made on and as of the Closing Date, other than representations and warranties that expressly refer to a specific date (in which case such representations and warranties will be true and correct as of such date). 6.2. Performance of Obligations. The Company and the Subsidiaries shall have performed and complied with all agreements, obligations and conditions contained in this Agreement and the Transaction Agreements that are required to be performed or complied with by it on or before the Closing and shall have obtained all Consents necessary to complete the purchase and sale described herein and for consummation of the other transactions contemplated by this Agreement and the Transaction Agreements that are required to be obtained prior to the Closing. 6.3. Compliance Certificate. At the Closing, the Company on its behalf and on behalf of the Subsidiaries shall deliver to Purchaser a certificate, dated the date of Closing, signed by the Company's President certifying that the conditions specified in Sections 6.1 and 6.2 have been fulfilled. 6.4. Secretary's Certificate. At the Closing, the Company shall deliver to Purchaser certificates, dated as of the date of the Closing and in form and substance reasonably acceptable to Purchaser, signed by the Secretary of the Company and each of the Major Subsidiaries, as the case may be, certifying that (i) the Restated Certificate (which shall be certified as filed by the Secretary of State of the State of Delaware) and the Bylaws or the charter, bylaws and/or other governing documents attached to the Secretary's certificate are in full force and effect on the date of such Closing, and (ii) the Board of the Company and shareholder resolutions approving the Restated Certificate, this Agreement, the Transaction Agreements and the transactions contemplated hereunder and thereunder, as applicable, are true, correct and complete and have not been amended since the date of such resolutions. 6.5 Antitrust; Qualifications. Any waiting period (and any extension thereof) under any United States or foreign antitrust or merger control Law applicable to the transactions contemplated by this Agreement and the Transaction Agreements, including, without limitation, the HSR Act, shall have expired or shall have been terminated. All Consents, if any, of any Governmental Authority or regulatory body within the United States and outside the United States that are required for the consummation of the transactions contemplated by this Agreement and the Transaction Agreements (other than Consents required with respect to the performance of the Collaboration Agreement after the date of the Closing that may be obtained after the Closing and for which the Company does not currently believe that it will be unable to obtain in a timely manner), including, without limitation, in connection with the lawful issuance and sale of the Shares pursuant to this Agreement, shall be obtained or filed and effective as of the Closing. 6.6. Amendment to Restated Certificate. The filing of the Restated Certificate shall have been accepted by the Secretary of State of the State of Delaware. The Company shall deliver to Purchase (i) a good standing certificate of the Company and each Major Subsidiary issued by the Secretary of State or other applicable official of the jurisdiction of such entity's 32

formation and (ii) foreign qualification and good standing certificates of the Company and each Major Subsidiary issued by the Secretary of State or other applicable official of California, Delaware, Florida, Nevada and Washington. 6.7. Opinion of Company's Counsel. Purchaser shall have received from counsel to the Company an opinion addressed to Purchaser, dated the date of the Closing, in form and substance reasonably acceptable and substantially the form attached hereto as Exhibit J. 6.8. Board of Directors. The Company's Board shall consist of nine (9) directors and, concurrent with the Closing, shall include as directors two individuals designated by Purchaser, the names of which will be provided by Purchaser to the Company at least two (2) business days prior to the date of the Closing. 6.9. Execution of Investor Rights Agreement. The Company shall have executed and delivered to Purchaser the Investor Rights Agreement in substantially the form attached hereto as Exhibit A. 6.11. Execution of Joinder Agreement. The Company and each of the other shareholders of the Company named as parties thereto shall have executed and delivered to Purchaser the Joinder Agreement in substantially the form attached hereto as Exhibit B. 6.13. Execution of Voting Agreement. The Company and each of the other shareholders of the Company named as parties thereto shall have executed and delivered to Purchaser the Voting Agreement in substantially the form attached hereto as Exhibit C. 6.14. Execution of Side Letter Amendment. The Company shall have executed and delivered to Purchaser the Side Letter Amendment in substantially the form attached hereto as Exhibit E and such agreement shall continue to be in full force and effect on the date of the Closing. 6.15. Execution of Collaboration Agreement. The Company shall have executed and delivered to Purchaser the Collaboration Agreement in substantially the form attached hereto as Exhibit F and such agreement shall continue to be in full force and effect on the date of the Closing. 6.16. Management Employee Non-Compete Agreements. Each of Benjamin G. Wolff, R. Gerard Salemme, Nicholas Kauser and Perry Saterlee shall have executed and delivered to the Company, with a true and correct copy provided to Purchaser, a non-compete agreement in substantially the form attached hereto as Exhibit D, each of which shall continue to be in full force and effect on the date of the Closing. 6.17. Eagle River Voting Agreement. Eagle River and the Company shall have executed and delivered to Purchaser the Eagle River Voting Agreement in substantially the form attached hereto as Exhibit G, which shall continue to be in full force and effect on the date of the Closing. 33

6.18. Preemptive Rights. The Company shall have fully satisfied (including, without limitation, with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights directly or indirectly relating to, arising out of or affecting the Shares or the Conversion Shares or their issuance and sale to Purchaser. 6.19. Sale of NextNet. Prior to the Closing, the Company shall have sold or otherwise disposed of all of its interests in NextNet Wireless, Inc. or substantially all of its assets. 6.20. Material Adverse Change. Between the Effective Date and the date of the Closing, no events, conditions, circumstances or matters of any nature (including, without limitation, any events, conditions, circumstances or matters that are set forth in the Closing Schedules, but are not set forth on the Schedule of Exceptions) shall have occurred, or be reasonably expected to occur, which would have or result in, individually or in the aggregate, (i) a Material Adverse Effect with respect to the business of the Company and the Subsidiaries, taken as a whole, as currently conducted and as presently proposed to be conducted, (ii) a materially adverse impact on the ability of any party to perform its obligations under, or to consummate the transactions contemplated by, this Agreement or any of the Transaction Agreements, provided that Purchaser shall not have taken any action or actions for the intended purpose of causing such a materially adverse impact with respect to Purchaser to occur; or (iii) a materially adverse impact to the Company's ability to implement its business plan or to compensate Purchaser as provided in the Collaboration Agreement. 7. CONDITIONS TO COMPANY'S OBLIGATIONS AT THE CLOSING The obligations of the Company under this Agreement are subject to the fulfillment, to the satisfaction of the Company on or prior to the Closing, of the following conditions, unless otherwise waived in writing: 7.1. Representations and Warranties. The representations and warranties of Purchaser in Section 4 hereof that are qualified as to materiality shall be true and correct in all respects and all other representations and warranties of Purchaser in Section 4 hereof shall be true and correct in all material respects, in each case as if made on and as of the Closing Date, other than representations and warranties that expressly refer to a specific date (in which case such representations and warranties will be true and correct as of such date). 7.2. Performance of Obligations. Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement and the Transaction Agreements that are required to be performed or complied with by it on or before the Closing and shall have obtained all Consents necessary to complete the purchase and sale described herein and for consummation of the other transactions contemplated by this Agreement and the Transaction Agreements. 7.3. Payment of Purchase Price. Purchaser shall have delivered to the Company the purchase price in accordance with the provisions of Section 2.2 hereof. 34

7.4. Amendment to Restated Certificate. The filing of the Restated Certificate shall have been accepted by the Secretary of State of the State of Delaware. 7.5. Antitrust; Qualifications. Any waiting period (and any extension thereof) under any United States or foreign antitrust or merger control Law applicable to the transactions contemplated by this Agreement and the Transaction Agreements, including, without limitation, the HSR Act, shall have expired or shall have been terminated. All Consents, if any, of any Governmental Authority or regulatory body within the United States and outside the United States that are required for the consummation of the transactions contemplated by this Agreement and the Transaction Agreements (other than Consents required with respect to the performance of the Collaboration Agreement after the date of the Closing that may be obtained after the Closing and for which the Company does not currently believe that it will be unable to obtain in a timely manner), including, without limitation, in connection with the lawful issuance and sale of the Shares pursuant to this Agreement, shall be obtained or filed and effective as of the Closing. 7.6. Securities Exemptions. The offer and sale of the Shares to Purchaser pursuant to this Agreement shall be exempt from the registration requirements of the 1933 Act, and the registration and/or qualification requirements of all applicable state securities Laws. 7.7. Execution of Investor Rights Agreement. Purchaser shall have executed and delivered to the Company the Investor Rights Agreement in substantially the form attached hereto as Exhibit A. 7.8. Execution of Joinder Agreement. Purchaser shall have executed and delivered to the Company the Joinder Agreement in substantially the form attached hereto as Exhibit B. 7.9. Execution of Voting Agreement. Purchaser shall have executed and delivered to the Company the Voting Agreement in substantially the form attached hereto as Exhibit C. 7.10. Execution of Side Letter Amendment. Purchaser shall have executed and delivered to the Company the Side Letter Amendment in substantially the form attached hereto as Exhibit F. 7.11. Execution of Collaboration Agreement. Purchaser shall have executed and delivered to the Company the Collaboration Agreement in substantially the form attached hereto as Exhibit G. 8. TERMINATION 8.1 Events of Termination. This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of the Company and Purchaser; (b) by either the Company or Purchaser if any Governmental Authority of competent jurisdiction shall have issued a final and nonappealable Order permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or the Transaction 35

Agreements; provided, that the party so requesting termination shall have complied with Section 9.17; (c)(i) by the Company, if any of the conditions set forth in Section 7 shall have become incapable of fulfillment on or prior to June 30, 2007 (the "TERMINATION DATE"), or (ii) by Purchaser, if any of the conditions set forth in Section 6 shall have become incapable of fulfillment prior to the Termination Date; provided, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available if the failure of the party so requesting termination to fulfill any obligation under this Agreement shall have been the cause of the failure of such condition to be satisfied on or prior to such date. The party seeking to terminate this Agreement pursuant to this Section 8.1 (other than Section 7.1(a)) shall give written notice of such termination to the other party. 8.2. Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability hereunder on the part of the Company or Purchaser or any of their respective officers, directors or affiliates; provided, however, that nothing contained in this Section 8.2 shall relieve any party hereto from any liability for any willful breach of a representation, warranty, or covenant contained in this Agreement prior to such termination. 9. MISCELLANEOUS 9.1. Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal Laws of the State of Delaware, without regard to principles of conflicts of Laws. 9.2. Survival. The parties agree that, regardless of any investigation made by the parties, the representations, warranties, covenants and agreements (in the case of covenants and agreements, to the extent of performance or non-performance prior to the date of the Closing) of the parties contained in this Agreement shall survive the execution and delivery of this Agreement for a period beginning on the Effective Date and ending at 5:00 p.m., California time, on the third (3rd) anniversary of the date on which the Closing occurs; provided, however, that (i) the representations and warranties contained in Section 3.8 (Tax Matters), Section 3.9 (Litigation Matters), Section 3.10 (Compliance with Laws), Section 3.14(c) (Intellectual Property - No Infringement), Section 3.19 (Environmental Matters), Section 3.21 (Certain Business Practices), and Section 3.22 (Employee Matters) shall survive until the date which is sixty (60) days after the end of the statute of limitations applicable to third party claims with respect to the subject matter of such representations and warranties, and (ii) the representations and warranties contained in Section 3.5 (Capitalization; Valid Issuance of Stock) shall survive indefinitely. 9.3. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors, assigns, heirs, executors and administrators any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. This Agreement and the rights and obligations herein may not be assigned by Purchaser without the written consent of the Company, except to a parent corporation, a subsidiary or affiliate; 36

provided that if no such consent is obtained, Purchaser shall continue to be liable for payment of the Aggregate Purchase Price. This Agreement and the rights and obligations therein may not be assigned by the Company without the written consent of Purchaser. 9.4. Entire Agreement. This Agreement and the schedules and exhibits hereto, which are hereby expressly incorporated herein by this reference, the Restated Certificate and the Transaction Agreements constitute the entire understanding and agreement between the parties with regard to the subjects hereof and thereof; provided, however, that nothing in this Agreement shall be deemed to terminate or supersede the provisions of any confidentiality and nondisclosure agreements executed by the parties hereto prior to the Effective Date, which agreements shall continue in full force and effect until terminated in accordance with their respective terms. 9.5. Notices. All notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; (b) when sent by facsimile if sent during normal business hours of the recipient with confirmation of sending to the fax number set forth below or, if sent after normal business hours with confirmation of sending, then notice shall be deemed to have been duly given on the next business day; (c) three (3) business days after deposit in the U.S. mail with registered or certified mail return receipt requested first class postage prepaid and addressed to the other party as set forth below; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider. All notices, requests, waivers and other communications shall be sent to the receiving party at its address as set forth below, or to such address or facsimile number as subsequently modified by written notice given in accordance with this Section 9.5. (i) if to the Company, at: Clearwire Corporation 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, WA 98033 Facsimile No: (425) 216-7900 Attn: Broady Hodder, General Counsel With a copy to: Davis Wright Tremaine, LLP 1501 Fourth Avenue 2600 Century Square Seattle, WA 98121 Facsimile No: (206) 628-7699 Attn: Julie Weston, Esq. 37

(ii) if to Purchaser: Intel Pacific, Inc. c/o Intel Corporation 2200 Mission College Blvd., RN6-46 Santa Clara, CA 95054-1549 Attn: Intel Capital Portfolio Manager Fax Number: (408) 765-6038 With copies to: portfolio.manager@intel.com Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto, but the absence of such confirmation shall not affect the validity of any such communication. 9.6. Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company and Purchaser. Any amendment, termination or waiver effected in accordance with this Section 9.6 shall be binding upon each transferee of the Shares, each future holder of all such securities, and the Company. 9.7. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to the Company or to Purchaser, upon any breach or default of any party hereto under this Agreement, shall impair any such right, power or remedy of the Company, or Purchaser nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach of default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any Consent of any kind or character on the part of the Company or Purchaser of any breach of default under this Agreement or any waiver on the part of the Company or Purchaser of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by Law or otherwise afforded to the Company or Purchaser shall be cumulative and not alternative. 9.8. Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. 38

9.9. Legal Fees. The Company and Purchaser shall each pay their own expense in connection with the transactions contemplated by this Agreement. Furthermore, in the event of any action at law, suit in equity or arbitration proceeding in relation to this Agreement or any Shares or other securities of the Company issued or to be issued, the prevailing party shall be paid by the other party a reasonable sum for attorney's fees and expenses for such prevailing party in addition to any other relief to which such party may be entitled. Notwithstanding the foregoing, each of the Company and Purchaser shall pay one-half of the filing fees under the HSR Act relating to the transactions contemplated by this Agreement and the Transaction Agreements. 9.10. Finder's Fees. Each party represents and warrants to the other party hereto that it has retained no finder or broker in connection with the transactions contemplated by this Agreement, provided, that, it is acknowledged that the Company may have utilized the services of Merrill Lynch, Morgan Stanley and JP Morgan in connection with its financing activities, including the transactions contemplated by this Agreement and the Transaction Agreements. The Company covenants and agrees that it will not pay any fee or compensation in excess of $1,500,000 in the aggregate to Merrill Lynch, Morgan Stanley and JP Morgan or any other finder or broker, in connection with, relating to or arising from this Agreement, the Transaction Agreements and/or any of the transactions contemplated hereby or thereby, without the prior written consent of Purchaser. Notwithstanding anything to the contrary contained herein, each party hereby agrees to indemnify and to hold harmless the other party hereto from and against any liability for any commission or compensation in the nature of a finder's fee, broker commission or banker's fee of any broker, investment banker or other person or firm (including, without limitation, any fees or compensation that may be payable by the Company to Merrill Lynch, Morgan Stanley and JP Morgan) and the costs and expenses of defending against such liability or asserted liability, for which the indemnifying party or any of its employees or representatives are responsible. 9.11. Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing or interpreting this Agreement. 9.12. Counterparts; Facsimile. This Agreement may be executed and delivered by facsimile signature in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 9.13. Severability. Should any provision of this Agreement be determined to be illegal or unenforceable, such determination shall not affect the validity or enforceability of any other provision of this Agreement. 9.14 Dispute Resolution. The parties agree to negotiate in good faith to resolve any controversy or claim arising out of or relating to this Agreement, or the interpretation or breach hereof. If the negotiations do not resolve the dispute to the reasonable satisfaction of both parties, then each party shall nominate one senior officer of the rank of Vice President or higher as its representative. These representatives shall, within thirty (30) days of a written request by either party to call such a meeting, meet and attempt in good faith to resolve the dispute. If the disputes cannot be resolved by such senior officers in the meeting, the parties agree that they 39

shall, if requested in writing by either party, meet within thirty (30) days after such written notification for one day with a neutral mediator agreed upon by the parties and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day mediation, either party may begin litigation proceedings. This procedure shall be a prerequisite before taking any additional action hereunder. 9.16. No Commitment for Additional Financing. The Company acknowledges and agrees that Purchaser has not made any representation, undertaking, commitment or agreement to provide or assist the Company or any Subsidiary in obtaining any financing, investment or other assistance, other than the purchase of the Shares as set forth herein and subject to the conditions set forth herein. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by Purchaser or its representatives on or after the Effective Date shall create an obligation, commitment or agreement to provide or assist the Company or any Subsidiary in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by Purchaser or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company or any Subsidiary in obtaining any financing or investment may only be created by a written agreement, signed by Purchaser and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. Purchaser shall have the right, in it sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company or any Subsidiary, and shall have no obligation to assist or cooperate with the Company or any Subsidiary in obtaining any financing, investment or other assistance. 9.17 Required Filings; Cooperation. As promptly as reasonably practicable, but in any event within 20 days from the Effective Date with respect to the initial filings under the HSR Act, each of the Company and Purchaser will make all filings required to be made by them in order to complete the transactions contemplated under this Agreement and the Transaction Agreements, including, without limitation, all filings under the HSR Act. Between the Effective Date and the Closing, each party hereto will, subject to such confidentiality restrictions as may be reasonable requested or are required by applicable Law, (i) reasonably cooperate with the other party with respect to all filings that such other party elects to make or is required by applicable Laws to make in connection with the transactions contemplated under this Agreement, and (ii) reasonably cooperate with the other party, including, without limitation, taking all actions reasonably requested by such other party, to cause early termination of any applicable waiting period under the HSR Act. Each of the Company and Purchaser shall keep the other reasonably apprised of the status of any such filing and any inquiries or requests for additional information from the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ"). The parties shall use commercially reasonable efforts to comply with any such inquiry, request and/or conditions of the FTC and DOJ. Nothing in this Agreement, however, shall require or be construed to require any party hereto, in order to obtain the consent or successful termination of any review of the FTC, DOJ or any other Governmental Authority regarding the transactions contemplated by this Agreement and the Transaction Agreements, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing, any assets, businesses or any interests in any assets or businesses, of such party or any of its affiliates (or to consent to any sale, or agreement to sell, any assets or businesses, or any 40

interests in any assets or businesses), or any change in or restriction on the operation by such party of any assets or businesses, or (ii) enter into any agreement or be bound by any obligation that, in such party's good faith judgment, may have an adverse effect on the benefits to such party of the transactions contemplated by this Agreement and the Transaction Agreements. IN WITNESS WHEREOF, the parties hereto have executed this Common Stock Purchase Agreement as of the day and year herein above first written. PURCHASER: INTEL PACIFIC, INC. /s/ Arvind Sodhani (STAMP) ------------------------------------- Signature Arvind Sodhani ------------------------------------- Printed Name President ------------------------------------- Title COMPANY: CLEARWIRE CORPORATION /s/ Benjamin G. Wolff ------------------------------------- Signature Benjamin G. Wolff ------------------------------------- Printed Name Co-Chief Executive Officer ------------------------------------- Title [SIGNATURE PAGE TO COMMON STOCK PURCHASE AGREEMENT WITH CLEARWIRE CORPORATION] 41

EXHIBIT A FORM OF INVESTOR RIGHTS AGREEMENT

EXHIBIT B FORM OF JOINDER IN AND AMENDMENT TO STOCKHOLDERS AGREEMENT

EXHIBIT C FORM OF VOTING AGREEMENT

EXHIBIT D FORM OF EMPLOYEE NON-COMPETE AGREEMENT

EXHIBIT E FORM OF SIDE LETTER AMENDMENT

EXHIBIT F FORM OF COLLABORATION AGREEMENT

EXHIBIT G FORM OF EAGLE RIVER VOTING AGREEMENT AND WAIVER OF PREEMPTIVE RIGHTS

EXHIBIT H FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EXHIBIT I SCHEDULE OF EXCEPTIONS

EXHIBIT J FORM OF DWT LEGAL OPINION

EXHIBIT 10.52 CONFIDENTIAL MOBILE WIMAX NETWORK COLLABORATION AGREEMENT THIS MOBILE WIMAX NETWORK COLLABORATION AGREEMENT (this "Agreement") is made and entered into as of this 28th day of June, 2006 ("Execution Date") by and between Intel Corporation, a Delaware corporation ("Intel"), and Clearwire Corporation ("Clearwire"). Each of Clearwire and Intel is referred to herein individually as a "Party" and collectively as the "Parties". RECITALS A. The Parties desire to establish a strategic relationship through which Clearwire will develop and deploy a Mobile WiMAX Network in the United States, and Intel will develop and market certain integrated circuits, modules and other platforms as more clearly defined below to enable OEMs to further develop and sell end user devices for use on the Clearwire Mobile WiMAX Network. Through the strategic relationship, the Parties also plan to enable the delivery of broadband access and additional value added services targeted at Mobile Computing Devices, on the terms and conditions hereinafter set forth. B. The Parties are entering into this Agreement with the objective of accelerating deployment and adoption of WiMAX products and networking services in the United States by proactively building a Mobile WiMAX Network that will provide leading edge wireless broadband access for customers using WiMAX products, transitioning existing Expedience based networks to Mobile WiMAX Networks and providing appropriate incentives to OEMs that manufacturer Mobile Computing Devices to incorporate WiMAX technology as soon as it is appropriate to do so as more clearly described below. C. The Parties are entering into this Agreement with the understanding that the respective commitments of the Parties regarding Mobile WiMAX Network deployment, product development, intellectual property framework, co-marketing efforts and other collaborative activities envisioned herein are predicated on the other Party meeting its commitments hereunder for such Mobile WiMAX Network deployment, product development, intellectual property framework and marketing efforts. D. Intel Pacific Inc., an affiliate of Intel, and Clearwire have entered into that certain Stock Purchase Agreement dated June 27, 2006 (the "Investment Agreement") pursuant to which Intel is making a significant investment in Clearwire Corporation, subject to certain conditions to Closing (as that term is defined in the Investment Agreement) which investment is integral to the relationship established pursuant to the terms hereinafter set forth. 1. DEFINITIONS. 1.1 "ACCESS" means the establishment of wireless internet connectivity between a client device and the Clearwire Network over licensed spectrum. 1.2 "ACCESS FEE" shall have meaning set forth in Section 5.2.3. 1.3 "ACCESS REVENUES" means end user access revenue [***] [*** Confidential Treatment Requested] 1

CONFIDENTIAL [***] 1.4 "ACTIVATION FEE" shall have the meaning set forth in Section 5.2.1. 1.5 [***] 1.6 [***] 1.7 "BACKGROUND IP" means all Intellectual Property and Patents belonging to or controlled by either Party, (i) developed, conceived, obtained or acquired prior to the Effective Date of this Agreement or (ii) developed, conceived, obtained or acquired independently of this Agreement or not in furtherance of any work pursuant to the Prior Agreement or this Agreement. 1.8 "BASE SUBSCRIBER LEVEL" means the number of Subscribers using Intel Mobile Computing Devices in a given period as shown in the table in Part 3 of Exhibit A. 1.9 "CLEARWIRE DEVELOPMENTAL SOFTWARE" means Clearwire's developmental software comprised of appropriate modules required by Intel to support the development, test and validation of Clearwire systems based on Intel Silicon. 1.10 "CLEARWIRE FIELD OF USE" means the deployment of broadband wireless access systems and the marketing, sale and distribution of Clearwire Products. 1.11 "CLEARWIRE INVENTIONS" means those Inventions that are either (i) made solely by employees of Clearwire while engaged in work pursuant to this Agreement, (ii) Derivatives of copyrights or Patents owned or licensed by Clearwire, or (iii) developed jointly by employees of Clearwire and Intel while engaged in work pursuant to this Agreement and are physically integrated into a Clearwire Product. 1.12 "CLEARWIRE NETWORK" means Clearwire's implementation of a Mobile WiMAX Network that is owned, controlled or managed by Clearwire. For the avoidance of doubt the term "Clearwire Network" shall not include roaming arrangements. 1.13 "CLEARWIRE PRODUCTS" means the following products manufactured by or for Clearwire: Base station equipment and customer premise equipment based on Intel Silicon operating in the 2.5GHz, 3.5GHz and 5.8GHz frequency bands or other frequency bands, and that comply with the Solution Specifications of the IEEE 802.16e Standard. 1.14 "CLEARWIRE RESELLER" means any third party re-seller of the Clearwire Network services. [*** Confidential Treatment Requested] 2

CONFIDENTIAL 1.15 "CMA" means cellular market area as that term is customarily defined in the industry. 1.16 "CO-BRANDED SERVICE OFFERING" means a Mobile WiMAX Network service [***]. For the avoidance of doubt,Co-Branded service offering does not include a service offering that is marketed with a standard Intel technology brand or Intel platform brand such as Intel(R) Centrino. 1.17 "DERIVATIVE" means (i) for material subject to copyright protection, any work that is based upon one or more pre-existing works, such as a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form in which such pre-existing works may be recast, transformed or adapted, or (ii) for patentable or patented materials, any adaptation, subset, addition, improvement or combination. 1.18 "DUAL MODE DEVICE(S)" means broadband wireless residential gateway modems designed to operate on a Mobile WiMAX Network and on a broadband wireless network based on Expedience technology and that will primarily operate in the 2.5 GHz and 3.5 GHz spectrum bands, or such other bands as dictated by business needs. 1.19 "EFFECTIVE DATE" means the date of Closing (as that term is defined in the Investment Agreement). 1.20 "EXPEDIENCE" means the NextNet proprietary non-line of sight broadband wireless technology. 1.21 "INTEL ARCHITECTURE" means microprocessors developed and sold by Intel based on the X86 instruction set or its successors. 1.22 "INTEL DEVELOPMENTAL SOFTWARE" means Intel's developmental software comprised of appropriate modules used by Clearwire to support the operation of Intel Silicon based Clearwire systems. 1.23 "INTEL FIELD OF USE" means the marketing, sales and distribution of Intel Silicon and related technologies to be utilized in connection with WiMAX. 1.24 "INTEL INVENTIONS" means those Inventions that are either (i) made solely by employees of Intel while engaged in work pursuant to this Agreement, or (ii) Derivatives of copyrights or Patents owned or licensed by Intel or (iii) developed jointly by employees of Clearwire and Intel while engaged in work pursuant to this Agreement or the Prior Agreement and are physically integrated into Intel Silicon. 1.25 "INTEL SILICON" means Intel IEEE 802.16e-2005 standards based integrated circuits including medium access control/baseband and transceivers. 1.26 "INTEL MOBILE COMPUTING DEVICE" means a battery operated mobile or portable computing device containing Intel Architecture. [*** Confidential Treatment Requested] 3

CONFIDENTIAL 1.27 "GOVERNMENTAL AUTHORITY" means any foreign, federal, national, supranational, international, state, provincial, municipal, local, or similar government, governmental, regulatory or administrative authority, agency, board, commission, entity or instrumentality or any court, tribunal, or judicial or arbitral body. 1.28 "GOVERNMENTAL ORDER" means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority. 1.29 "GSA" means geographic service area. 1.30 "INITIAL SERVICE LAUNCH" means that period of time when there are [***] POPs Covered and the Integrated Service is commercially available in conjunction with the availability of a WiMAX-enabled Intel Mobile Computing Device. 1.31 "INTEGRATED SERVICE" means the Intel and Clearwire Co-Branded Service Offering as developed by the Parties as contemplated in this Agreement. 1.32 "INTELLECTUAL PROPERTY" means any and all intellectual property rights related to the Technology and Inventions, including all of the following and all rights in, arising out of, or associated therewith: (i) procedures, designs, inventions, and discoveries; (ii) works of authorship, copyrights and other rights in works of authorship; (iii) mask work rights; and (iv) know-how, show-how and trade secrets on a world wide basis, but excluding all Patents issued or issuable thereon, and all trademarks, trade names, or other forms of corporate or product identification. 1.33 "INVENTIONS" means any software, hardware, systems, material, works, information, discoveries, inventions, processes, data or products, including Derivatives, that are (i) copyrightable, patentable or subject to trade secret protection, and (ii) created by Intel or Clearwire in the performance of this Agreement or the Prior Agreement. Inventions are Clearwire Inventions, Intel Inventions or Joint Inventions. 1.34 "INVESTMENT AGREEMENT" means the Stock Purchase Agreement between Intel Pacific Inc. and Clearwire Corporation, dated as of the Execution Date. 1.35 "IOT" means interoperability testing. 1.36 "JOINT INVENTIONS" means those inventions that were Joint Inventions under the Prior Agreement or made with joint inventive contributions by employees of Clearwire and Intel while performing work pursuant to this Agreement that are not Intel Inventions and not Clearwire Inventions. 1.37 "LAW" means any foreign, federal, national, supranational, international, state, provincial, municipal, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law. 1.38 "MOBILE WIMAX NETWORK" means a broadband wireless network based on the IEEE 802.16e-2005 standard. [*** Confidential Treatment Requested] 4

CONFIDENTIAL 1.39 "NATIONWIDE SERVICE LAUNCH" occurs when there are [***] POPS Covered and commercial services are available to Subscribers on the Clearwire Network. 1.40 "NETWORK DEPLOYMENT SCHEDULE" means the Network Deployment Plan and Schedule set forth in Part 1 of Exhibit A attached hereto. 1.41 "NEXTNET" means NextNet Wireless, Inc. 1.42 "OEMS" means original equipment manufacturers. 1.43 "PARTIES" means Intel and Clearwire. 1.44 "PATENTS" means all classes or types of patents (including, without limitation, originals, divisions, continuations, continuations-in-part, extensions or reissues), and applications for these classes or types of patent rights in all countries of the world. 1.45 "PERFORMANCE NOTEBOOK" means a Intel Mobile Computing Device that has WiFi capability and is branded or marketed by Intel as high performance (i.e. Intel(R) Centrino(R), Centrino-Duo(R), or any equivalent or successor brands), and is part of the general industry defined notebook personal computer market segment. 1.46 "POPS" means population in a particular geographic area. 1.47 "POPS COVERED" means natural persons who reside within the geographic area in which Clearwire Network services are available and who can access the Clearwire Network for a standard level of service, based on census data. 1.48 "PRIOR AGREEMENT" means the Joint Development Agreement between Intel and Clearwire Corporation, dated October 23,2004. 1.49 "SUBSCRIBER" means a subscriber to the mobile services offering made available through the Clearwire Network. 1.50 "SUBSIDIARY" means any corporation, partnership or other entity, now or hereafter existing, (i) more than percent (50%) of whose outstanding shares or securities entitled to vote for the election of directors or similar managing authority is directly or indirectly owned or controlled by a Party hereto, or (ii) that does not have outstanding shares or securities but more than fifty percent (50%) of whose ownership interest representing the right to make the decisions for such entity is directly or indirectly owned or controlled by a Party hereto. 1.51 "TECHNICAL PERFORMANCE CRITERIA DOCUMENT" is the document that is attached as Exhibit B. 1.52 "TECHNOLOGY" means all information other than Inventions relating to or developed while performing the functions described in any statement of work into which the Parties enter in connection with this Agreement and during distribution of semiconductor silicon products and technologies to be utilized in systems deployed in IEEE802.16e-2005 / WiMAX networks. [*** Confidential Treatment Requested] 5

CONFIDENTIAL 1.53 "TIER 1 DEPLOYMENT" means a deployment by Clearwire of any broadband wireless network in any of the largest 50 CMAs by population. 1.54 "VALUE ADDED SERVICES" means those services provided by Clearwire as part of the Clearwire Service other than Access or those services offered as part of the Integrated Service 1.55 "WIMAX FORUM WAVE 1 CERTIFIED" means the definition as used by the WiMAX Forum. 1.56 "WIMAX FORUM WAVE 2 CERTIFIED" means the definition as used by the WiMAX Forum. 2. DEVELOPMENT COLLABORATION. 2.1 [***] Clearwire and Intel will work together to determine the [***]. Clearwire will develop or have developed a [***]. If Clearwire decides to develop a [***] Clearwire and Intel will work together, and will use commercially reasonable efforts to obtain NextNet's participation, to develop [***] 2.2 EQUIPMENT AND DEVICES FOR MOBILE SERVICES. 2.2.1 Promptly after the Effective Date, Clearwire will begin a process to select infrastructure equipment vendor(s) to support the deployment of the Clearwire Networks in accordance with the Network Deployment Schedule. 2.2.2 Intel will develop and offer to OEMs WiMAX enabled Intel Mobile Computing Devices. Beginning in the [***] Intel will conduct IOT on a Clearwire Network with the infrastructure vendors chosen by Clearwire to ensure client device and infrastructure equipment interoperability. 2.2.3 Intel will work with OEMs and original design manufacturers to help ensure the availability of client devices (including Intel Mobile Computing Devices) for Mobile WiMAX Networks from multiple vendors. 2.2.4 The Parties will collaborate on [***]. The objective of these collaborations is to [*** Confidential Treatment Requested] 6

CONFIDENTIAL help improve Mobile WiMAX Network performance, drive network and subscriber device interoperability and enable worldwide roaming. 2.2.5 The Parties will meet on an as needed basis to review and manage the multiple areas of collaboration outlined herein. 3. MOBILE WIMAX NETWORK AND EQUIPMENT DEPLOYMENT. 3.1 MOBILE WIMAX NETWORK DEPLOYMENT. In consideration for the significant efforts and expenditures anticipated to enable customers to use a leading edge Mobile WiMAX Network on which they will use WiMAX enabled products and related services, and subject to applicable Law, Clearwire agrees to perform the following activities: 3.1.1 Clearwire will use commercially reasonable efforts to deploy the Clearwire Network and offer the Integrated Services as contemplated herein pursuant to the Network Deployment Schedule specified in Exhibit A hereto. After the time that the performance criteria specified in the Technical Performance Criteria Document specified in Exhibit B hereto have all been met, and until such time as Clearwire has achieved [***] million POPs Covered in the United States, Clearwire will not commercially deploy any wireless broadband or data networks other than a Mobile WiMAX Network [***]. The Parties understand and agree that once the [***] million POPs Coverage has been met, Clearwire is free to deploy other networks. 3.1.2 Clearwire agrees that any new Tier 1 Deployment by Clearwire (other than those listed in Exhibit C attached hereto - which Exhibit may be modified by Clearwire with Intel's prior written approval) will be Mobile WiMAX Networks, provided that Clearwire may deploy Expedience-based networks as follows (A) [***] within the [***] and (B) [***] in [***]. The foregoing limitations with respect to Expedience based networks will be modified by mutual agreement of the Parties in the event that the performance criteria specified in the Technical Performance Criteria Document attached hereto as Exhibit B are not achieved by the milestone completion date specified in the Network Deployment Schedule, and each Party agrees to act in a commercially reasonable manner in negotiating such modification. 3.1.3 Clearwire will use commercially reasonable efforts to [***] 3.1.4 Clearwire will use commercially reasonable efforts to transition existing Expedience-based networks to Clearwire Networks in accordance with the Technical Performance Criteria Document. 3.2 [***]: 3.2.1 for a period of [***] years from the Effective Date for Intel Mobile Computing Devices, but only so long as (a) Intel Mobile Computing Devices are commercially available from Clearwire's primary, vendor and at least one additional OEM from the following list: [***] [*** Confidential Treatment Requested] 7

CONFIDENTIAL [***] and (b) the solutions are cost competitive as compared to similar solutions available for Mobile WiMAX Networks; and 3.2.2 for the [***] of residential gateway modems that operate solely in 802.16e-2005 mode [***] deployed by Clearwire (it being understood that, for the purposes of this paragraph, a product generation includes all devices designed for a given wave of the certification as defined by the WiMAX Forum), but only if (a) such solutions are commercially available from Clearwire's primary vendor or an alternative vendor in the event Clearwire's primary vendor does not have a commercially available solution available at the time of device design selection, and (b) the solutions are cost competitive as compared to similar solutions available for Mobile WiMAX Networks. [***] 3.2.3 In the event that [***] Clearwire will provide Intel with a written explanation as to the specific issues which precluded [***], in such a way that does not breach confidentiality terms (if any) between Clearwire and any potential vendor, and will give Intel a reasonable time period to address such issues prior to [***]. 3.3 NETWORK DEPLOYMENTS OUTSIDE OF THE UNITED STATES. Clearwire will use commercially reasonable efforts to deploy Mobile WiMAX Networks for all new wireless broadband network deployments outside of the United States on or after [***], provided that the key milestones for deployments in the United States, as defined in the Network Deployment Schedule, have been met. Notwithstanding the foregoing, from and after the time that the performance criteria specified in the Technical Performance Criteria Document have all been met, Clearwire will use commercially reasonable efforts to deploy Mobile WiMAX Networks for all new wireless broadband network deployments outside the United States. 3.4 QUARTERLY MEETINGS. Senior management of the Parties will agree to meet, beginning Q4'06, and continuing on at least a quarterly basis for the duration of this Agreement, to review the current information regarding spectrum acquisition, Clearwire Network deployment status and milestones, client device availability, [***] and POPs Covered data. The prior quarter's [***] and POPs Coved data will be provided in writing to the other Party prior to the quarterly meeting or within (60) days from the end of each fiscal quarter. Such data will be certified by an officer of the disclosing Party prior to the disclosure of such data to the other Party as specified in this Section. The information disclosed shall be considered the confidential information of the disclosing Party. 3.5 LIQUIDATED DAMAGES. The Parties agree that it is difficult to estimate the amount of damages that Intel may suffer by reason of a failure by Clearwire to deploy Mobile WiMAX Networks in accordance with its obligations under Section 3.1 and the other terms of this [*** Confidential Treatment Requested] 8

CONFIDENTIAL Agreement and that Parties have agreed that, in the event of such failure by Clearwire, Intel shall be entitled to receive from Clearwire as liquidated damages, and not as a penalty, the sum of [***] U.S. dollars [***]. 4. MARKETING FOR MOBILE SERVICES. 4.1 COMMITMENT OF MARKETING DOLLARS. 4.1.1 Subject to the provisions of this Section 4; Intel expects to spend a total of [***] for marketing [***] for WiMAX enabled devices enabled to work on the Clearwire Network ("Marketing Funds"). Intel commits to spend (i) $[***] of the Marketing Funds upon successful completion of Milestone #6 in Section 1 of Exhibit A (Network Deployment Plan) and (ii) an additional $[***]; provided Clearwire has successfully achieved [***] million POPs Covered. Upon successful completion of both (i) and (ii) of the foregoing sentence and unless otherwise agreed to by the Parties, Intel will spend the entirety of such Marketing Funds within [***] after Clearwire reaches [***] million POPs Covered. 4.1.2 The purpose of these Marketing Funds is to increase Subscribers to the Integrated Service Offering, increase demand for Intel Mobile Computing Devices enabled to work on the Clearwire Network and to reduce Clearwire's expenses associated with acquiring Subscribers. As the Clearwire Mobile Network is deployed per the Network Deployment Schedule specified in Exhibit A hereto and as the Integrated Service Offering is made available to prospective Subscribers, Intel will spend the committed Marketing Funds, or portion thereof, pursuant to Section 4.1.1 above in a manner and on a schedule that it reasonably believes is likely to accomplish the foregoing purposes, taking into account the need to balance the importance of creating early brand awareness and customer growth with the greater effectiveness of marketing when the Clearwire Network is more fully developed. 4.1.3 The marketing activities to be funded by Intel using such Marketing Funds may include, but not be limited to, [***] Intel will retain sole discretion over how the marketing funds are used for specific activities identified herein. 4.2 INTENTIONALLY BLANK 4.3 MARKETING PLAN. In addition to the marketing activities specified in Section 4.1 above, Intel and Clearwire will develop a mutually agreed upon multi-year co-marketing plan to promote the adoption of Clearwire Network based mobile services using Intel Architecture based devices, including but not limited to: [***]. Each Party will make in kind resource contributions and equally share in any external costs related to the co-marketing efforts. 4.4 CONTROL OVER BRANDING AND MARKS. Except as otherwise expressly agreed to in writing by the Parties in connection with the branding or co-branding arrangements contemplated [*** Confidential Treatment Requested] 9

CONFIDENTIAL under this Agreement, (a) each Party will retain sole discretion over the use of their respective brands, trade names, trademarks and service marks, and (b) neither Party will use the other Party's brands, trade names, trademarks or service marks. 5. MOBILE SERVICES COLLABORATION. 5.1 COLLABORATION ON INTEGRATED SERVICE. Subject to applicable Law, the Parties will collaborate on the definition and roadmap for the Integrated Service for Intel Mobile Computing Devices to be delivered over the Clearwire Network. The structure of this joint, Integrated Service offering is as follows. 5.1.1 Except for the obligations of Intel as expressly stated in this Agreement, Clearwire will be responsible for all service and support requirements necessary to provide the Integrated Service offering. 5.1.2 The scope and terms of the Integrated Service offering will be mutually agreed upon by the Parties. 5.1.3 [***]. 5.1.4 Clearwire will make themselves available to discuss Integrated Services and the plans for the Clearwire Network with the OEMs that manufacture Intel Mobile Computing Devices beginning [***]. 5.2 FEES. Clearwire will pay Intel the following fees: 5.2.1 Clearwire will pay Intel [***] for each new subscriber addition using a Intel Mobile Computing Device that is activated on the Clearwire Network after Clearwire has successfully achieved Nationwide Service Launch, [***] Clearwire's obligation to pay Intel the Activation Fee will commence upon Clearwire successfully achieving the Nationwide Service Launch and will continue for a period of time equal to [***]. 5.2.2 Subject to applicable Law, Clearwire agrees to pay the distribution channel, including OEMs and retailers, marketing fees sufficient to incentivize them to promote activation of the Integrated Services at a level such that such fees, in the aggregate, are equal to the lesser of [***] or an amount equal to [***]. 5.2.3 Clearwire will pay to Intel [***] of the Access Revenue hereafter received by Clearwire, its Subsidiaries or affiliates ("Access Fee"). [*** Confidential Treatment Requested] 10

CONFIDENTIAL 5.2.4 The Activation Fee and the Access Fee will be payable on a quarterly basis within fifteen (15) days after completion of Clearwire's financial statements for the applicable quarter. Clearwire shall wire transfer the full amount of the Activation Fees and the Access Fees due with respect to such quarter to an account specified by Intel. Simultaneously with paying the Activation Fees and the Access Fees each quarter, Clearwire shall submit a report, in a form reasonably acceptable to Intel, which shall be certified by an authorized representative of Clearwire and which will state the number of new Subscriber additions using a Intel Mobile Computing Device activated on the Clearwire Network during such quarter, the Access Revenue earned by Clearwire or its affiliates during such quarter and set forth therein a calculation of the Activation Fees and the Access Fees payable to Clearwire with respect thereto. In all cases, the Access Revenues employed in the computation of Access Fees shall be genuine and accurate. Clearwire covenants not to engage in manipulative transfer pricing or any other means to avoid the intended application of this Section. Reports shall be sent to the following: Intel Post Contract Management - M/S JF3-149,2111 N.E. 25th Avenue, Hillsboro, Oregon 97124. 5.2.5 [***] 5.2.6 Intel will retain the rights to work with other service providers to offer similar services. 5.3 [***] 5.4 [***] 5.4.1 For a period of [***] from Nationwide Service Launch, [***] provided (a) that this obligation shall not apply to [***]; and (b) an appropriate feasible technical solution is identified to support the obligations of this provision. The Parties will define an appropriate feasible technical solution and Clearwire will not unreasonably withhold its consent and implementation to the solution proposed. [*** Confidential Treatment Requested] 11

CONFIDENTIAL 5.4.2 For the Integrated Services as mutually defined and developed by the Parties as contemplated herein, [***]. This section survives any termination of the Agreement for so long as such Integrated Service is being offered by the Parties. 5.4.3 For a period of [***] from Nationwide Service Launch, Clearwire agrees to [***] 5.5 VALUE ADDED SERVICES. The Parties will investigate the development and deployment of Value Added Services over the Clearwire Network that utilizes current and future features of Intel Mobile Computing Devices. The Parties acknowledge that third parties may become involved in these development efforts. For each new Value Added Service offered by Clearwire on the Clearwire Network, Clearwire shall provide Intel with the option to include such Value Added Service as part of the Integrated Service on terms and conditions no less favorable than Clearwire offers to any third party. 5.6 PRIOR AGREEMENT. Except as set forth in this Agreement, the Joint Development and Collaboration Agreement between the Parties dated October 13, 2004 (the "Prior Agreement") is terminated as of the Effective Date of this Agreement. Each Party releases the other Party and its Affiliates from any liability or obligations arising under such Agreement, and each Party waives all claims relating to, the Prior Agreement. 5.7 AUDIT RIGHTS. 5.7.1 Clearwire agrees to make and to maintain until the expiration of [***] after the last payment under this Agreement is due, sufficient books, records and accounts regarding activation of Subscribers on the Clearwire Network, activation of any Intel Mobile Computing Devices, Access Revenue, Clearwire's compliance with the WiMAX spending commitment contained in the "Use of Proceeds" section of the Investment Agreement or other information that is relevant to Clearwire's payment and revenue share obligations hereunder and the WiMAX spending commitment contained in the "Use of Proceeds" section of the Investment Agreement. Intel shall have the right not more than once every [***] to, directly or through an agent reasonably acceptable to Clearwire, examine such books, records and accounts, upon reasonable notice and during Clearwire's normal business hours, to verify Clearwire's reports on the amount of payments made to Intel under this Agreement, Clearwire's compliance with the terms and conditions of this Agreement and Clearwire's compliance with the terms and conditions of the "Use of Proceeds" section of the Investment Agreement. 5.7.2 If any such examination discloses a shortfall or overpayment in the amounts due to Intel hereunder, the appropriate Party shall reimburse the other Party for the full amount of such shortfall or overpayment. Should the audit discover any errors or omissions by Clearwire which result in Clearwire underpaying Intel by more than [***] of the amounts due with respect to any particular month being audited, Clearwire shall reimburse Intel for the costs of such audit. [*** Confidential Treatment Requested] 12

CONFIDENTIAL 5.7.3 Should such examination disclose that Clearwire has materially failed to meet the conditions of the "Use of Proceeds" section contained in the Investment Agreement, Intel may terminate this Agreement for material breach and may exercise any other remedies available to Intel under this Agreement, the Investment Agreement or otherwise. 5.8 CURRENCY. All Activation Fees, Access Fees and other payments to Intel hereunder shall be in United States Dollars. Payments based on transaction in currencies other than U.S. Dollars shall be converted to dollars according to the official rate of exchange for that currency, as published in the Wall Street Journal (Western Edition), on the last banking day of the calendar month in which the royalties accrued. 5.9 WITHHOLDING TAX. All payments shall be made free and clear without deduction for any and all present and future taxes imposed by any taxing authority. In the event that Clearwire is prohibited by Law from making such payments unless such deductions are made or withheld therefrom, then Clearwire shall pay such additional amounts as are necessary in order that the net amounts received by Intel, after such deduction or withholding, equal the amounts which would have been received if such deduction or withholding had not occurred; provided, however, that no such additional amount shall be required to be paid if (i) Intel is entitled to claim a foreign or other tax credit with respect to such tax, (ii) such tax is an income, gross receipts or property tax that is the liability of Intel under the laws of the jurisdiction imposing such tax or (iii) such tax may be avoided by Intel or Clearwire, as applicable, providing the other with a resale or other certificate. In the event any tax or deduction is withheld from any payment, Clearwire shall promptly furnish Intel with a copy of an official tax receipt or other appropriate evidence of such taxes, including any taxes on any additional amounts paid pursuant to this Section 5.9. Anything in this Section 5.9 to the contrary notwithstanding, Intel shall be solely responsible for all income and franchise taxes imposed on it for payments received by it under this Agreement, as well as for sales and property taxes imposed upon it in connection with such payments. In the event that any tax or duty for which Clearwire is responsible for paying under this Section 5.9 is legally imposed initially on Intel or Intel is later assessed by any taxing authority, then Intel will be promptly reimbursed by Clearwire for such tax or duty plus any interest and penalties suffered by Intel with respect to such tax. Intel and Clearwire agree to cooperate in good faith to resolve any disagreement between them as to the applicability of any sales, use, stamp or value added tax to any payment and further agree to consult with each other and to work in good faith toward a joint resolution of any audit or similar proceeding in which any taxing authority seeks to impose any such tax on a payment called for under this Agreement. Clearwire agrees to pay all reasonable out-of-pocket expenses incurred by Intel in contesting the imposition by any taxing authority of any sales, use, stamp or value added tax on a payment called for by this Agreement. This clause shall survive the termination of this Agreement. 5.10 LATE PAYMENT. Clearwire agrees that any payments required under the terms of this Agreement which are not paid when due will accrue interest at the prime lending rate established by Citibank, New York, commencing thirty (30) days after the due date as established by this Agreement. The right to collect interest on such late payments shall be in addition to any other rights that Intel may have. 13

CONFIDENTIAL 5.11 FULFILLMENT OF RESPONSIBILITIES. The commercial relationships described in this Section 5 are contingent upon each Party's satisfaction of its other responsibilities identified in this Agreement. 5.12 INTERNATIONAL COLLABORATION. Subject to applicable Law, the Parties may agree to develop [***] consistent with the terms and conditions of this Agreement. 6. INTELLECTUAL PROPERTY. 6.1 OWNERSHIP. 6.1.1 BACKGROUND IP. Intel shall have exclusive ownership of Intel's Background IP, and Clearwire shall have exclusive ownership of Clearwire's Background IP. 6.1.2 INTEL INVENTIONS AND CLEARWIRE INVENTIONS. Intel shall have exclusive ownership of Intel Inventions, and Clearwire shall have exclusive ownership of Clearwire Inventions. 6.1.3 COLLABORATIVE DEVELOPMENT. The Parties acknowledge that they do not currently envision collaborative generation of inventions under this Agreement that will constitute Joint Inventions. In the event the Parties undertake collaborative development of such inventions, the Parties will establish an IP Review Board to determine ownership as between the Parties. In the event any disputes regarding ownership of such inventions cannot be resolved by the IP Review Board, the Parties will follow the procedure specified in Section 13.2 below. [***], the Parties will define and mutually agree upon terms related to intellectual property rights related to that specific area of development. 6.2 FILING OF PATENT APPLICATIONS. Intel, with respect to Intel Inventions, and Clearwire, with respect to Clearwire Inventions, shall have the exclusive right to file any patent applications arising from such Inventions anywhere in the world at its own sole expense, and shall thereafter own all such applications and any continuations, continuations-in-part, divisions, extensions, reissues and reexaminations of any such applications, as well as any patents resulting from such applications. 6.3 COPYRIGHTS. Intel shall have copyright ownership of any Intel Inventions and any other software and documents it writes by itself or through its designated contractors during the term of this Agreement. Clearwire shall have copyright ownership of any Clearwire Inventions and any other software and documents it writes by itself or through its designated contractors during the term of this Agreement. Information generated jointly by the Parties that is copyrighted or copyrightable information and that is not an Intel Invention or Clearwire Invention shall be jointly owned copyright property of both Parties. Subject to the terms of Section 10 (Confidentiality) of this Agreement, such jointly owned copyright property may be reproduced, distributed, displayed, performed and made into derivatives or modified by either of the Parties without the consent of the [*** Confidential Treatment Requested] 14

CONFIDENTIAL other Party, but shall not be transferred, sold, or publicly distributed without the prior written consent of the other Party. 6.4 TRADE SECRETS. To the extent that any information generated jointly by the Parties hereunder is not subject to a license to any Background IP held by the Parties provided in this Section 6, such information will be treated as the confidential, jointly owned trade secrets of both Parties and shall not be transferred, sold, or publicly disclosed or released without the prior written consent of the other Party. 6.5 RECIPROCAL SOFTWARE LICENSE. Subject to the terms and conditions of this Agreement, Clearwire grants to Intel a world-wide, non-transferable, royalty free, fully paid up, copyright license (without the right to sublicense) to reproduce and create derivative works of Clearwire Developmental Software, solely within Intel for its internal use and solely for the purpose of performing its obligations under this Agreement. Subject to the terms and conditions of this Agreement, Intel grants to Clearwire a world-wide, non-transferable, royalty free, fully paid up, copyright license (without the right to sublicense) to reproduce and create derivative works of Intel Developmental Software, solely within Clearwire for its internal use and solely for the purpose of performing its obligations under this Agreement. 6.6 RECIPROCAL LICENSE TO JOINT INVENTIONS. Clearwire grants to Intel a world-wide, irrevocable, transferable, royalty-free, fully-paid perpetual license (with the right to sublicense) under Clearwire's copyrights and trade secrets (which have been disclosed to Intel in the performance of this Agreement), to reproduce, have reproduced, prepare and have prepared Derivatives of, translate, display, distribute and perform Joint Inventions, but only within the Intel Field of Use. Intel grants to Clearwire a world-wide, irrevocable, transferable, royalty-free, fully-paid perpetual license (with the right to sublicense) under Intel's copyrights and trade secrets (which have been disclosed to Clearwire in the performance of this Agreement), to reproduce, have reproduced, prepare and have prepared Derivatives of, translate, display and distribute Joint Inventions, but only within the Clearwire Field of Use. 6.7 NO OTHER LICENSES. Except as provided herein, no license or other right is granted, by either Party to the other, by implication, estoppel or otherwise, under any patents, trade secrets, copyrights, or other Intellectual Property rights now or hereafter owned or controlled by such Party except for the licenses and rights expressly granted in this Agreement. Nothing contained in this Agreement shall be construed as: 6.7.1 a warranty or representation by either Party as to the validity, enforceability, and/or scope of any Intellectual Property or Patent; 6.7.2 a license or any other rights under any of Intel's Patent Rights or Intellectual Property rights or technical information related to any microprocessor (including, without limitation, coprocessors and embedded controllers), associated core logic device (including without limitation chipsets), flash memory or semiconductor process and manufacturing technology; 6.7.3 imposing upon either Party any obligation to institute any suit or action for infringement of any Intellectual Property or Patent, or to defend any suit or action brought by a third 15

CONFIDENTIAL Party which challenges or concerns the validity, enforceability, or scope of any Intellectual Property or Patent; 6.7.4 imposing on either Party any obligation to file any patent application or other Intellectual Property right application or registration or to secure or maintain in force any Patent or other Intellectual Property; 6.7.5 a license to any of Intel's Background IP, Clearwire's Background IP, Intel Inventions or Clearwire Inventions; 6.7.6 an obligation to furnish any technical information or know-how except as otherwise might be expressly required hereunder; 6.7.7 conferring any right to use in advertising, publicity, or otherwise, any trademark, trade name or names, or any contraction, abbreviation or simulation thereof, of either Party; or 6.7.8 conferring by implication, estoppel or otherwise, upon any Party licensed hereunder, any license or other right under any Intellectual Property right or Patent Right except the licenses and rights expressly granted hereunder. 6.8 LICENSING FREEDOM. Except as set forth in Section 6.3 above, each Party shall have the right to license independently to any third party any Intellectual Property rights arising from any Joint Inventions, any of its own Inventions and confidential information, whether or not made or created during the Collaboration. All royalties resulting from such licensing may be retained solely by the licensor, and there shall be no requirement for accounting to the other Party to this Agreement. 6.9 FURTHER ASSURANCES. 6.9.1 INSTRUMENTS AND DOCUMENTS. At any time or from time to time on and after the Effective Date, each Party shall, at the request of the other Party: (a) deliver to the requesting Party such records, data or other documents consistent with this Agreement, (b) execute, and deliver or cause to be delivered, all such assignments or further instruments of transfer or license, and (c) take or cause to be taken all such other actions, as the other Party may reasonably deem necessary or desirable in order for the requesting Party to obtain the full benefits of this Agreement and the transactions contemplated hereby. Specifically, at the request of a Party and at such Party's expense, the other Party shall execute, and deliver or cause to be delivered, all such instruments of transfer, and shall take or cause to be taken all such other actions as the other Party may reasonably deem necessary or desirable in order to carry out any assignment hereunder or perfect any rights in any Inventions or Joint Inventions. Any assigning Party further agrees that its obligation under this section, when it is in its power to do so, shall continue after the termination of this Agreement. 6.9.2 ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS. Each Party shall take commercially reasonable and good faith measures to ensure that any Intellectual Property rights and Patent Rights of its employees as inventors of any Joint Invention will be explicitly assigned to that Party. This obligation includes an obligation to make commercially reasonable payments to its 16

CONFIDENTIAL employees who invent any Joint Invention in order to acquire all Intellectual Property rights and Patent Rights of such employees in such Joint Invention. 7. WIMAX PATENT ALLIANCE, CLAIMS OF THIRD PARTY PATENT RIGHTS AND INJUNCTION 7.1 WIMAX PATENT ALLIANCE. Intel will endeavor to create a patent alliance among holders of essential patents related to IEEE 802.16 based broadband wireless networks. Clearwire understands that this patent alliance is in the formative stage. In the event this formation of the patent alliance is successful, Clearwire will: (a) join the patent alliance under commercially reasonable terms and conditions; (b) contribute any essential patents to the patent alliance; (c) participate in the patent alliance as a licensee; (d) participate in the defensive mechanism and contribute applicable patents to the patent alliance; and (e) work with Intel to encourage its Mobile WiMAX Network vendors and suppliers to participate and adhere to patent alliance terms to obtain the benefits there under. 7.2 CLAIMS OF THIRD PARTY PATENT RIGHTS. 7.2.1 During the period of time that Intel receives Activation Fees as specified in Section 5.2.1 above, should Clearwire become subject to court ordered royalty obligations or a monetary judgment due to third party patent rights in the United States that are necessarily infringed by [***] 7.2.2 [***] [*** Confidential Treatment Requested] 17

CONFIDENTIAL [***] 7.3 INJUNCTION. In the event that Clearwire becomes subject to an injunction associated with its deployment or operation of the Clearwire Network and related services contemplated under this Agreement due to infringement of third party intellectual property rights, the specific obligations under this Agreement that are the subject of such injunction will be suspended to the minimum extent necessary for Clearwire to comply with such court ordered injunction but only after Clearwire has used its commercially reasonable efforts to meet the obligations under this Agreement and exhausted every reasonable legal option to oppose such injunction. Intel may participate in the defense of such action at its option, and at its expense. Clearwire will still be obligated to fully perform the other obligations contained in this Agreement, including those related to the deployment or operation of the Clearwire Network services that are not expressly the subject of any such injunction. Clearwire also agrees to work with Intel to explore other commercially reasonable alternatives in the event of any such injunction, such as licensing arrangements or modifying the network in such a way as to be non-infringing. 8. REPRESENTATIONS AND WARRANTIES 8.1 CLEARWIRE REPRESENTATIONS AND WARRANTIES. Clearwire hereby represents and warrants to Intel as follows: 8.1.1 It is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Clearwire of this Agreement, and the performance by Clearwire of its obligations hereunder have been duly authorized by all requisite action on the part of Clearwire. This Agreement has been duly executed and delivered by Clearwire, and (assuming due authorization, execution and delivery by Intel) this Agreement constitutes a legal, valid and binding obligation of Clearwire, enforceable against Clearwire in accordance with its terms. 8.1.2 The execution, delivery and performance by Clearwire of this Agreement does not and will not (i) violate, conflict with or result in the breach of any provision of its organizational documents, (ii) conflict with or violate any Law or Governmental Order applicable to it or any of its assets, properties or business or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice of a lapse of time, or both, will become a default) under any agreement with a third party. 8.1.3 Clearwire will comply in all material respects with all Laws, judgments and other directions or orders imposed by any Governmental Authority to which its activities under this Agreement are subject and will obtain and maintain all necessary licenses and certifications required for the performance of its obligations hereunder. 8.2 INTEL REPRESENTATIONS AND WARRANTIES. Intel hereby represents and warrants to Clearwire as follows: [* * * Confidential Treatment Requested] 18

CONFIDENTIAL 8.2.1 It is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Intel of this Agreement, and the performance by Intel of its respective obligations hereunder have been duly authorized by all requisite action on the part of Intel. This Agreement has been duly executed and delivered by Intel, and (assuming, due authorization, execution and delivery by Clearwire) this Agreement constitutes a legal, valid and binding obligation of Intel, enforceable against Intel in accordance with their respective terms. 8.2.2 The execution, delivery and performance by Intel of this Agreement does not and will not (i) violate, conflict with or result in the breach of any provision of its organizational documents, (ii) conflict with or violate any Law or Governmental Order applicable to it or any of its assets, properties or business, or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice of a lapse of time, or both, will become a default) under, any agreement with a third party. 8.2.3 Intel will comply in all material respects with all Laws, judgments and other directions or orders imposed by any Governmental Authority to which its activities under this Agreement are subject, and will obtain and maintain all necessary licenses and certifications required for the performance of its obligations hereunder. 8.3 DISCLAIMER. EXCEPT AS EXPLICITLY PROVIDED IN THIS ARTICLE, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES, OR THAT SUCH SERVICES WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 9. LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE LIQUIDATED DAMAGES SECTION 3.5 ABOVE [***] IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 10. CONFIDENTIALITY AND PUBLICITY. All confidential or proprietary information and materials disclosed to the other Party hereunder shall be disclosed in accordance with the requirements of the Corporate Non-Disclosure Agreement ("CNDA"), No. 6061146, entered into between the Parties. Each Party agrees to maintain such confidential information in accordance with the terms of this Agreement and the CNDA and any other applicable, separate non-disclosure agreement between the Parties. At a [*** Confidential Treatment Requested] 19

CONFIDENTIAL minimum, each Party agrees to maintain such information in confidence and limit disclosure on a need to know basis, to take reasonable precautions to prevent unauthorized disclosure, and to treat such information as it treats its own information of a similar nature, until the information becomes rightfully available to the public through no fault of the non-disclosing Party. Except as otherwise set forth in this Agreement, neither Party shall publish or use any advertising, sales promotion, press releases or publicity matters relating to this Agreement without the prior written approval of the other Party. Except as otherwise set forth in this Section and the Side Letter Agreement (dated as of the date herewith) between Clearwire Corporation and Intel Pacific Inc., neither Party shall publish or use any advertising, sales promotion, press releases or publicity matters relating to this Agreement without the prior written approval of the other Party. 11. EXPORT LAWS. The disclosure and transfer of technical information by either Party under this Agreement shall be subject to the then-existing United States export control Laws and regulations, as may be applicable. Neither Party shall disclose, transmit, or export, directly or indirectly, any of such information disclosed to it by the other, or any direct product of such information, to or for use in any foreign country unless such disclosure, transmittal, or exportation is permitted by applicable law or shall have been authorized previously in an export license granted pursuant to any of such laws or regulations. As a condition to the export or re-export of any products derived from or containing Inventions, the exporting or re-exporting Party shall insure that the distribution and export/re-export of such product is in compliance with all Laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations. 12. TERM, TERMINATION, AND SURVIVAL. 12.1 TERM. This Agreement shall be effective on the Effective Date and shall continue until the seventh anniversary of the Effective Date unless otherwise terminated or extended by written agreement of the Parties. Notwithstanding anything to the contrary herein, should the Investment Agreement terminate pursuant to Section 8 thereof, the Parties acknowledge that this Agreement is immediately null and void. 12.2 TERMINATION FOR BREACH. Subject to the Parties exhaustion of the dispute resolution process as set forth in Section 13.2, either Party may thereafter terminate this Agreement if: 12.2.1 the other Party breaches any material provision of this Agreement (for purposes of this Agreement, a failure to pay any material amounts owing shall be considered a material breach) and fails to remedy such breach within thirty (30) days of the non-breaching Party's written notice of such breach (or, if such breach cannot be remedied in that time, failure to commence remedial procedures reasonably satisfactory to the non-breaching Party); or 12.2.2 the other Party dissolves, becomes insolvent or makes a general assignment for the benefit of its creditors; or 12.2.3 a voluntary or involuntary petition or proceeding is commenced by or against the other Party under the Federal Bankruptcy Act or any other statute of any state or country relating to insolvency or the protection of the rights of creditors, or any other insolvency or 20

CONFIDENTIAL bankruptcy proceeding or other similar proceeding for the settlement of the other Party's debt is instituted; or a receiver of all or substantially all of the property of the other Party is appointed. 12.2.4 Except as expressly limited by this Agreement, termination of this Agreement under this Section 12.2 will be without prejudice to any other remedy that may be available to a Party under applicable law. 12.3 TERMINATION FOR CONVENIENCE. In the event that the net Subscriber activations do not meet 100% of the Base Subscriber Level beginning in 2011 as specified in the attached Exhibit A hereto, then Intel shall have the right, in its sole discretion, to terminate this Agreement for convenience upon three months advance written notice. In the event that there is no commercially available Mobile WiMAX Network infrastructure equipment on a timely basis to enable Clearwire to meet the schedule specified herein, then the time for termination for convenience will be adjusted by a time period equal to such availability of such infrastructure equipment. 12.4 SURVIVAL. Except as otherwise stated in this Agreement, this Section 12.4 and Sections 1., 5.2.1, 5.2.3, 5.4.2, 5.7, 5.8, 5.9, 5.10, 6, 8, 9, 10, 11 and 13, and any other legal obligation created hereby which by its terms would survive termination, shall survive the expiration or termination of this Agreement by either Party for any reason. Notwithstanding the foregoing, Sections 5.2.1 and 5.2.3 survive any expiration or termination of this Agreement except in the event of a termination of this Agreement by Intel for its convenience pursuant to Section 12.3 above or a termination of this Agreement by Clearwire in the event of an uncured material breach by Intel hereunder. 13. GENERAL. 13.1 GOVERNING LAW. Any claim arising under or relating to this Agreement shall be governed by the internal substantive laws of the State of Delaware or federal courts or state courts located in Delaware, without regard to principles of conflict of laws. 13.2 DISPUTE RESOLUTION. All disputes arising directly under the express terms of this Agreement or the grounds for termination thereof shall be resolved as follows: The senior management of both Parties shall meet to attempt to resolve such disputes. If the disputes cannot be resolved by the senior management, either Party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty days after such written notification, the Parties agree to meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation, including referral to the National Patent Board. If an alternative method of dispute resolution is not agreed upon within thirty days after the one day mediation, either Party may begin litigation proceedings. 13.3 ASSIGNMENT AND CHANGE OF CONTROL. 13.3.1 ASSIGNMENT. Neither Party may sell, transfer, assign, subcontract or delegate (collectively, "Transfer") in whole or in part this Agreement (whether by operation of law or otherwise), or any rights, duties, obligations or liabilities under this Agreement, without the prior written consent of the other Party, which consent may be withheld in such Party's sole and absolute discretion. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon each Party's permitted successors and permitted assigns. Any Transfer in contravention of this 21

CONFIDENTIAL Section 13.3 will be null and void. For purposes of this Agreement, any Change of Control (as defined below) involving a Party, including without limitation, a Change of Control pursuant to which the contracting Parties to this Agreement remain unchanged, shall be deemed a Transfer by such Party. 13.3.2 CHANGE OF CONTROL. 13.3.2.1 ASSIGNMENT UPON CHANGE OF CONTROL. Notwithstanding the provisions of Section 13.3.1, a Party may Transfer this Agreement, and all of the rights, duties, obligations and liabilities hereunder, in a Change of Control (as defined below) provided that: (i) the Party undergoing the Change of Control (the "Change of Control Party") must comply with the provisions of Section 13.3.2.2 below; and (ii) with respect to a Change of Control of Clearwire, the prior written consent of Intel (which consent may be withheld in Intel's sole and absolute discretion) to such Transfer is required if the other party to the Change of Control (the "Acquiror") is (1) [***] or any Affiliate (as defined below) of [***] or any entity that has acquired substantially all of the assets or business of [***] or (2) [***] or any Affiliate of such a third party; and (iii) subject to Section 13.3.2.1(iv) and Section 13.3.2.3, with respect to a Change of Control of Clearwire, the contracting party to this Agreement following such Change of Control expressly agrees in writing to assume this Agreement and all of the rights, duties, obligations and liabilities hereunder, including without limitation, the obligations under Section 5.2; and (iv) if the Acquiror or any affiliate of the Acquiror [***], then Intel shall have the right, at its sole and absolute discretion, but not the obligation, to either [***] Intel may exercise this right, if at all, by providing written notice, to Clearwire within thirty (30) days following receipt of the Notice (as defined below) and prior to the Transfer upon the Change of Control, [***] which notice by Intel [***]. Clearwire, [***], and Intel shall execute and deliver any documentation as may be reasonably necessary or requested to reflect or effect any election that Intel may make pursuant to the terms of this Section 13.3.2.1(iv). 13.3.2.2 NOTICE. Prior to entering into, effecting, permitting or approving any transaction that would result in a Change of Control, the Change of Control Party shall give the other Party written notice of such event (the "Notice"). The Notice shall describe in reasonable detail the proposed terms of the transaction or transactions that would constitute a Change of Control and shall identify each "person" or "group" (as such terms are used in Sections 13(d) and [*** Confidential Treatment Requested] 22

CONFIDENTIAL 14(d) of the Exchange Act) that is a party to such transaction or transactions and each "person" or "group" that is, or is proposed to become, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of the Change of Control Party or of any such person or group, directly or indirectly. The Notice shall be delivered as soon as practicable but no later than [***] after the date the Change of Control Party first approves or agrees to such offer or proposed Change of Control and in any case at least [***] before the closing of such Change of Control. The Change of Control Party also shall notify the other Party of (1) any material changes relating to the Change of Control prior to the consummation of such Change of Control, and (2) the consummation of any Change of Control. If the Change of Control Party enters into an exclusivity or "no-shop" arrangement or agreement or confidentiality agreement in connection with a proposed Change of Control, such exclusivity or "no-shop" arrangement or agreement or confidentiality agreement shall contain an exception permitting the Change of Control Party to provide the Notice and other information required pursuant to this Section 13.3. The Change of Control Party shall provide to the other Party any and all information reasonably requested by such other Party relating to such Change of Control or any person or group that is a party thereto or that is a beneficial owner, directly or indirectly, of any such person or group. The Party receiving the notice or information hereunder agrees to keep strictly confidential any such notice or other information received pursuant to this Section 13.4. 13.3.2.3 LIMITATIONS. Subject to the provisions of this Section 13.3, if Intel expressly agrees in writing to any Transfer in whole or in part of this Agreement (whether by operation of law or otherwise), or any rights, duties, obligations or liabilities under this Agreement, or upon any permitted Transfer as a result of any Change of Control of Clearwire under and subject to Section 13.3.2: (i) the following provisions of this Agreement shall terminate (unless otherwise agreed to in writing by Intel) effective as of the consummation of a Change of Control of Clearwire, and such provisions shall have no further force or effect: [***] and (ii) this Agreement shall be automatically amended, without any further action required on the part of any Party or any third party, to add the following provision as Section 13.14 of this Agreement: "13.14 SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. Each Party acknowledges (1) that it will be impossible to measure in money the damage to Intel if Clearwire and/or its successors or assigns (collectively, the "Breaching Party") or any legal representative of the Breaching Party breaches or otherwise fails to comply with any of the provisions of this Agreement, and (2) that in the event of any such breach or failure, Intel will suffer irreparable harm and will not have an adequate remedy at law or in damages. Accordingly, the Parties agree that in the event of a breach or threatened breach by the Breaching Party or other failure of the Breaching Party to comply with any of the provisions of this Agreement, Intel shall be entitled to specific performance of each of the terms of this Agreement and to preliminary and permanent injunctive relief (without the requirement of the posting of a bond or other security), from any court of competent jurisdiction, to enforce the terms of this Agreement and restrain the Breaching Party from violating the provisions of this Agreement, and the Breaching Party hereby waives any defense thereto, including, [*** Confidential Treatment Requested] 23

CONFIDENTIAL without limitation, the defenses of availability of relief in damages. Nothing herein contained shall be construed as prohibiting Intel from pursuing any other remedies available to it for such breach or threatened breach, including without limitation, the recovery of damages from Breaching Party. In the event of any breach of this Agreement, Intel shall have the right and remedy, in addition to any other rights and remedies it may have, to require Breaching Party to account for and pay to Intel all consideration, profits, monies, accruals, increments or other benefits (collectively, the "BENEFITS") derived or received by Breaching Party as the result of any transactions constituting a breach of any of the provisions of this Agreement, and Breaching Party hereby agrees to account for and pay over such Benefits to Intel. In the event that it is necessary to make a determination of any damages resulting from a breach of this Agreement, the amount of such damages shall not be determined based upon any cash payment made by Intel to Breaching Party, and the parties hereby acknowledge that damages resulting from a breach of this Agreement may, under certain circumstances, be higher than any cash amounts paid by Intel to Breaching Party." Unless otherwise expressly agreed to in writing by Intel, and except as expressly provided in this Section 13.3, all other provisions of this Agreement, other than the provisions enumerated in the immediately preceding sentence, shall remain in full force and effect following any such Transfer with respect to which Intel has affirmatively agreed in writing to assign this Agreement or as otherwise permitted upon a Change of Control of Clearwire pursuant to Section 13.3.2. 13.3.2.3 [***] 13.3.3 NO CIRCUMVENTION. Neither of the Parties shall enter into, effect, consent to or approve of any transaction designed to circumvent the provisions of this Section 13.3, and any attempt to do so shall be deemed a breach of this Agreement by such Party. 13.3.4 DEFINITIONS. (i) "Affiliate" shall mean any Party that directly, or indirectly through one of more intermediaries, controls, or is controlled by, or is under common control with another Party. (ii) "Change of Control" of a Party shall mean the occurrence or existence of any of the following events or circumstances, whether accomplished directly or indirectly, or in one or a series of related transactions: (A) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than [***] of the [*** Confidential Treatment Requested] 24

CONFIDENTIAL total voting power of the outstanding capital stock of such Party; provided, that, this provision shall not be applicable to the beneficial ownership or acquisition by Eagle River Holdings, LLC and/or Intel (or their respective Affiliates) of capital stock of Clearwire; (B) such Party merges with or into, or consolidates with, or consummates any reorganization or similar transaction with, another person and, immediately after giving effect to such transaction, less than [***] of the total voting power of the outstanding capital stock of the surviving or resulting person is "beneficially owned" (within the meaning of Rule 13d-3 under the Exchange Act) in the aggregate by the stockholders of such Party immediately prior to such transaction; (C) in one transaction or a series of related transactions, such Party, directly or indirectly (including through one or more of its subsidiaries) sells, assigns, conveys, transfers, leases or otherwise disposes of, all or substantially all of the assets or properties (including capital stock of subsidiaries) of such Party, but excluding sales, assignments, conveyances, transfers, leases or other dispositions of assets or properties (including capital stock of subsidiaries) by such Party or any of its subsidiaries to any direct or indirect wholly-owned subsidiary of such Party (an "Asset Acquisition"); (D) solely with respect to Clearwire, in one transaction or a series of related transactions, Clearwire, directly or indirectly (including through one or more of its subsidiaries and including through any liquidation or dissolution) sells, assigns, conveys, transfers, leases or otherwise disposes of, a majority of Clearwire's assets or properties (including capital stock of subsidiaries) relating to Clearwire's WiMAX business, but excluding sales, assignments, conveyances, transfers, leases or other dispositions of assets or properties (including capital stock of subsidiaries) by Clearwire or any of its subsidiaries to any direct or indirect wholly-owned subsidiary of Clearwire (a "WiMAX Asset Acquisition"); (E) during [***] individuals who at the beginning of such period constituted the Board of Directors of such Party (together with any new directors whose election by such Board of Directors or whose nomination for election by the stockholders of such Party was approved by a vote of a majority of the directors then still in office who were directors at the beginning of such period, other than in connection with a transaction described in (A), [*** Confidential Treatment Requested] 25

CONFIDENTIAL (B), (C) or (D) above cease for any reason to constitute a majority of the Board of Directors of such Party then in office; (F) the adoption of any plan for the liquidation or dissolution of such Party, other than in connection with a reorganization or similar transaction in which the holders of the voting stock of such Party immediately prior to such transaction continue to represent more than [***] of the combined voting power of the surviving entity immediately after giving effect to such transaction (a "Liquidation"); (G) solely with respect to Clearwire, any Change of Control of Eagle River Holdings, LLC or any entity that directly or indirectly controls Eagle River Holdings, LLC; provided, however, that a change in ownership of Eagle River Holdings, LLC or any entity that directly or indirectly controls Eagle River Holdings, LLC resulting solely and directly as a result of the death or incapacity of Craig McCaw (but not any subsequent change in ownership) shall not be deemed a Change of Control hereunder; or (H) solely with respect to Clearwire, (x) the beneficial ownership, directly or indirectly, by Eagle River Holdings, LLC and Intel, together with their respective Affiliates, of Clearwire decreases to a level such that a "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of a higher percentage of the total voting power of the outstanding capital stock of Clearwire than the percentage of the combined voting power of the outstanding capital stock beneficially owned by (I) McCaw and his Affiliates and (II) Intel and its Affiliates. (iii) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 13.4 RELATIONSHIP OF PARTIES. The Parties are independent contractors. No Party has any express or implied right or authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the Parties. Each Party may have similar agreements with others provided such agreements do not conflict with this Agreement. Except as otherwise expressly provided for in this Agreement, each Party may design, develop, manufacture, acquire or market competitive products and services, and conduct its business in whatever way it chooses. Neither Party is obligated to announce or market any products or services or commercialize any Technology or Inventions. Unless specifically indicated otherwise in this Agreement, each Party will independently establish prices for its products and services. [*** Confidential Treatment Requested] 26

CONFIDENTIAL 13.5 ENTIRE AGREEMENT. The terms and conditions of this Agreement, including its Exhibits, together with the CNDA, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and merges and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions. No amendments or modifications shall be effective unless in a writing signed by authorized representatives of each Party. 13.6 NOTICES. All notices required or permitted to be given hereunder shall be in writing, shall make reference to this Agreement, and shall be delivered by hand, or dispatched by prepaid air courier or by registered or certified airmail, postage prepaid, to the address specified below. Such notices shall be deemed served when received by addressee or, if delivery is not accomplished by reason of some fault of the addressee, when tendered for delivery. Any Party may give written notice of a change of address and, after notice of such change has been received, any notice or request shall thereafter be given to such Party at such changed address. If to Clearwire: If to Intel: Clearwire Corporation Intel Corporation 5808 Lake Washington Blvd. NE Attn: General Counsel Suite 300 2200 Mission College Blvd. Kirkland, WA 98033 Santa Clara, CA 95052 Attn.: General Counsel United States of America with a copy to: with a copy to: Davis Wright Tremaine LLP Intel Post Contract Management 2600 Century Square 2111 N.E 25th Ave. 1501 Fourth Avenue Hillsboro, OR 97124 Seattle, WA 98101 United States of America Attn: Julie Weston 13.7 WAIVER. Failure by any Party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the Parties. 13.8 SEVERABILITY. If any provision of this Agreement is determined by a court to be unenforceable, the Parties will deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by Law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of the Agreement will continue in effect. 13.9 RIGHTS AND REMEDIES. The rights and remedies of the Parties herein are in addition to any other rights and remedies provided by law or in equity. 13.10 TAXES. Each Party shall be responsible for the payment of its own tax liability arising from this transaction. 27

CONFIDENTIAL 13.11 CONFIDENTIALITY OF TERMS. The Parties hereto shall keep the terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third party except with prior written notice to the other Party in the following limited circumstances: 13.11.1 with the prior written consent of the other Party; 13.11.2 to any governmental body having jurisdiction to call therefore; 13.11.3 subject to Section 13.11.4 below, as otherwise may be required by law or legal process, including to legal and financial advisors in their capacity of advising a Party in such matters; 13.11.4 during the course of litigation so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating Parties and so long as (i) the restrictions are embodied in a court-entered protective order and (ii) the disclosing Party informs the other Party in writing at least ten (10) days in advance of the disclosure; or 13.11.5 in confidence to legal counsel, accountants, banks and financing sources and their advisors solely in connection with complying with financial transactions. 13.12 COMPLIANCE WITH LAWS. Anything contained in this Agreement to the contrary notwithstanding, the obligations of the Parties hereto shall be subject to all laws, present and future, of any Governmental Authority having jurisdiction over the Parties, and to orders, regulations, directions or requests of any such Governmental Authority. 13.13 FORCE MAJEURE. The Parties shall be excused from any failure to perform any obligation hereunder to the extent such failure is caused by war, acts of public enemies, fires, floods, acts of God, or any causes of like or different kind beyond the control of the Parties. IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on the date below written. INTEL CORPORATION CLEARWIRE CORPORATION /s/ Arvind Sodhani /s/ Benjamin G. Wolff ------------------------------------- ---------------------------------------- Signature Signature Arvind Sodhani Benjamin G. Wolff Printed Name Printed Name Senior Vice President Co-Chief Executive Officer Title Title June 28, 2006 June 28, 2006 Date Date 28

CONFIDENTIAL EXHIBIT A 1. NETWORK DEPLOYMENT SCHEDULE This table is subject to the Technical Performance Criteria defined in Exhibit B A more detailed plan to achieve the POPs Covered will be provided by Clearwire to add as attachment to this Exhibit. <TABLE> <CAPTION> MILESTONE # DATE MILESTONE ----------- ---- --------- <S> <C> <C> [***] [***] [***] </TABLE> a) Contingencies for Intel Milestones (i) Milestone 2: The Parties will conduct a [***] - [***] [*** Confidential Treatment Requested] 29

CONFIDENTIAL (ii) Milestone 6: [***] - [***] 2. PERFORMANCE NOTEBOOK PERSONAL COMPUTER [***] The [***] are show in the table below and will be contingent on the Clearwire Network deployment and [***] as described below. [***] a) [***] b) [***] Notes: 1. [***] [*** Confidential Treatment Requested] 30

CONFIDENTIAL 3. [***] <TABLE> <CAPTION> Milestone: POPs Covered with Mobile WiMAX Network Timing ---------------------------- ------ <S> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> 4. BASE SUBSCRIBER LEVEL <TABLE> <CAPTION> END OF YEAR (BASED ON [***] INTEGRATED SERVICES LAUNCH) 2008 2009 2010 2011 2012 --------------------------- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> [***] [***] [***] [***] [***] [***] </TABLE> <TABLE> <CAPTION> END OF YEAR (BASED ON [***] INTEGRATED SERVICES LAUNCH) 2013 2014 2015 2016 2017 --------------------------- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> [***] [***] [***] [***] [***] [***] </TABLE> [*** Confidential Treatment Requested] 31

CONFIDENTIAL EXHIBIT B TECHNICAL PERFORMANCE CRITERIA DOCUMENT This inserts at a Milestone that has sometimes been labeled "Joint Review of Technology Trial Results. [***] TECHNOLOGY TRIAL - [***] - [***] - [***] - [***] EXIT CRITERIA - [***] - [***] - [***] - [***] - [***] - [***] - [***] This inserts at a Milestone that has sometimes been labeled "Joint Review of Field Trial and Systems Performance Testing Results. [***]" SYSTEM PERFORMANCE TEST [***] [*** Confidential Treatment Requested] 32

CONFIDENTIAL [***] [*** Confidential Treatment Requested] 33

CONFIDENTIAL [***] [*** Confidential Treatment Requested] 34

CONFIDENTIAL [***] [***] Tests will be conducted by first performing the test on the Expedience then turning off the Expedience infrastructure and activating the Mobile WiMax Network infrastructure and performing the test then performing the next test on Mobile WiMax Network then turning off the Mobile WiMax Network infrastructure and repeating the test and so on until all tests are done. No later than [***] after successful completion of the first Wave 2 tests as defined above, the overall spectral efficiency of the network will deliver [***] given a mix of traffic, devices and services on a loaded network. Clearwire and Intel will jointly develop a detailed test plan to cover technology and field test based on the scope of the tests outlined in the above paragraphs. Both companies will jointly conduct the tests, along with Clearwire's infrastructure vendor. Failed tests will be repeated until performance objectives are met. Remediation of Mobile WiMax failures is the responsibility of Clearwire's infrastructure vendor. Once all tests are passed, commercial system rollout may begin. Tests will be defined at stages prior to this final set of tests so that system performance issues may be detected and remediated as early as possible in the schedule. [*** Confidential Treatment Requested] 35

CONFIDENTIAL Exhibit C Existing Tier 1 Deployments of Clearwire [***] [*** Confidential Treatment Requested] 36

EXHIBIT 10.53 EXECUTION VERSION STOCK PURCHASE AGREEMENT BY AND AMONG CLEARWIRE CORPORATION NEXTNET WIRELESS, INC. AND MOTOROLA, INC., DATED JUNE 30, 2006

TABLE OF CONTENTS <TABLE> <CAPTION> PAGE ---- <S> <C> ARTICLE I PURCHASE AND SALE ............................................. 1 1.1 Purchase and Sale of the Shares ............................... 1 1.2 Purchase Price ................................................ 1 1.3 Allocation of Purchase Price .................................. 2 1.4 Closing ....................................................... 2 ARTICLE II ADJUSTMENT TO PURCHASE PRICE ................................. 2 2.1 Pre-Closing Calculation ....................................... 2 2.2 Post-Closing Calculation ...................................... 3 2.3 Dispute Notice ................................................ 3 2.4 Adjustments ................................................... 3 2.5 Withholding ................................................... 4 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER .................... 4 3.1 Authority ..................................................... 4 3.2 Validity ...................................................... 5 3.3 Due Organization .............................................. 5 3.4 Subsidiaries .................................................. 6 3.5 Capital Structure; Ownership of Shares ........................ 7 3.6 Transactions with Affiliates .................................. 7 3.7 Financial Statements .......................................... 8 3.8 Interim Change ................................................ 9 3.9 Accounts Receivable and Bank Accounts ......................... 10 3.10 Insurance ..................................................... 10 3.11 Title to Assets ............................................... 11 3.12 Real Property ................................................. 11 3.13 Personal Property Leases ...................................... 12 3.14 Customers and Suppliers ....................................... 12 3.15 Licenses and Permits .......................................... 12 3.16 Material Contracts ............................................ 13 3.17 Tax Matters ................................................... 15 3.18 Product Warranty .............................................. 18 3.19 Product Liability ............................................. 19 3.20 Legal Proceedings ............................................. 19 3.21 Environmental Matters ......................................... 20 3.22 Compliance with Law ........................................... 21 3.23 Intellectual Property ......................................... 21 3.24 Liabilities ................................................... 24 3.25 Employees and Subcontractors .................................. 24 3.26 Employee Benefits ............................................. 25 3.27 Import and Export Control Laws ................................ 28 3.28 Foreign Corrupt Practices Act ................................. 28 3.29 Brokers and Change of Control Payments ........................ 29 </TABLE> i

<TABLE> <CAPTION> PAGE ---- <S> <C> 3.30 Investment Company Act ........................................ 29 3.31 Financial Controls ............................................ 29 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER .................. 29 4.1 Authority ..................................................... 30 4.2 Validity ...................................................... 30 4.3 Due Organization .............................................. 30 4.4 Brokers ....................................................... 30 ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS ..................... 30 5.1 Conduct of Business ........................................... 30 5.2 Exclusivity ................................................... 33 ARTICLE VI ADDITIONAL AGREEMENTS ........................................ 34 6.1 Notice of Developments ........................................ 34 6.2 Access to Information ......................................... 34 6.3 Further Action ................................................ 35 6.4 Public Announcements .......................................... 35 6.5 Appropriate Action; Consents; Filings ......................... 35 6.6 Non-Competition; No-Solicitation .............................. 36 6.7 Transition .................................................... 37 ARTICLE VII ACQUIRED EMPLOYEE MATTERS ................................... 38 7.1 Acquired Employees ............................................ 38 7.2 Compensation .................................................. 38 7.3 Severance ..................................................... 38 7.4 Paid Time Off ................................................. 38 7.5 Service Credit ................................................ 39 7.6 401(k)Plan .................................................... 39 7.7 Other Employee Benefit Plans .................................. 39 7.8 Employee Communications ....................................... 40 ARTICLE VIII TAX MATTERS ................................................ 40 8.1 Allocation of Liability for Taxes ............................. 40 8.2 Tax Return Filing and Payment of Taxes ........................ 41 8.3 Tax Contests; Audit Responsibilities .......................... 41 8.4 Code Section 338 Election ..................................... 42 8.5 Cooperation ................................................... 42 8.6 Option Exercises After Closing ................................ 43 8.7 Taxes Not Subject to Limitations .............................. 44 ARTICLE IX CONDITIONS PRECEDENT ......................................... 44 9.1 Conditions to Obligations of Seller and Purchaser ............. 44 9.2 Additional Conditions to Obligations of Purchaser ............. 45 9.3 Additional Conditions to Obligations of Seller ................ 47 </TABLE> ii

<TABLE> <CAPTION> PAGE ---- <S> <C> ARTICLE X TERMINATION AND AMENDMENT ..................................... 48 10.1 Termination ................................................... 48 10.2 Effect of Termination ......................................... 49 10.3 Amendment ..................................................... 49 10.4 Fees and Expenses ............................................. 49 10.5 Extension; Waiver ............................................. 49 ARTICLE XI SURVIVAL AND INDEMNIFICATION ................................. 50 11.1 Survival ...................................................... 50 11.2 Indemnification ............................................... 50 11.3 Limitations on Indemnification ................................ 51 11.4 Matters Involving Third Parties ............................... 52 11.5 Other Indemnification Provisions .............................. 54 11.6 No Circular Recovery .......................................... 54 ARTICLE XII GENERAL PROVISIONS .......................................... 54 12.1 Notices ....................................................... 54 12.2 Interpretation ................................................ 56 12.3 Counterparts .................................................. 56 12.4 Entire Agreement, No Third-Party Beneficiaries ................ 56 12.5 Governing Law ................................................. 56 12.6 Assignment .................................................... 56 12.7 Severability .................................................. 56 12.8 Enforcement of this Agreement ................................. 57 12.9 Extension; Waiver ............................................. 57 12.10 Disputes ...................................................... 57 12.11 Jurisdiction .................................................. 58 12.12 Authorship .................................................... 58 12.13 No Joint Venture .............................................. 58 ARTICLE XIII DEFINITIONS ................................................ 59 </TABLE> EXHIBITS Exhibit A Sample Working Capital Calculation Exhibit B Opinion of Counsel to Seller and NextNet Exhibit C Form of Release Agreement Exhibit D Commercial Agreements iii

STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into this 30th day of June, 2006 by and among Clearwire Corporation, a Delaware corporation ("SELLER"), NextNet Wireless, Inc., a Delaware corporation ("NEXTNET"), and Motorola, Inc., a Delaware corporation ("PURCHASER"). Except as otherwise set forth herein, capitalized terms used herein shall have the meanings set forth in Article XIII. RECITALS WHEREAS, NextNet and its Subsidiaries are engaged in the design, development and sale of modems, base stations and other equipment that enable deployment of non-line-of-sight, wireless broadband connectivity (the "BUSINESS"); WHEREAS, Seller owns, beneficially and of record, all of the issued and outstanding shares of capital stock of NextNet (the "SHARES"); and WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, all of the Shares, upon the terms and subject to the conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the Parties agree as set forth below. ARTICLE I PURCHASE AND SALE 1.1 PURCHASE AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any and all Encumbrances (other than restrictions on transfer under applicable securities Laws), and Purchaser shall purchase, all of the Shares. 1.2 PURCHASE PRICE. In consideration for the sale of the Shares pursuant to Section 1.1, upon the terms and subject to the conditions set forth in this Agreement, Purchaser shall pay to Seller an amount equal to Fifty Million Dollars ($50,000,000), subject to adjustment in accordance with Article II (as so adjusted in accordance with Article II, the "PURCHASE PRICE"). At the Closing, Purchaser shall pay to Seller the payment determined pursuant to Section 2.1 minus the Closing Indebtedness Amount (the "CLOSING PAYMENT") by wire transfer of immediately available funds to a single United States account designated in writing to Purchaser by Seller at least three (3) Business Days prior to the Closing. In addition, at the Closing, Purchaser shall pay the Closing Indebtedness Amount to such lenders and other creditors in accordance with the payoff letters provided by such creditors as contemplated by Section 9.2(e)(ix).

1.3 ALLOCATION OF PURCHASE PRICE. Within one hundred twenty (120) days after the Closing Date, Purchaser shall prepare and deliver to Seller an allocation schedule (the "ALLOCATION SCHEDULE") pursuant to which the Purchase Price and the liabilities of NextNet (plus other relevant items) for which such election is made will be allocated in accordance with Code sections 338 and 1060 to the assets of NextNet for all purposes (including Tax and financial accounting purposes). Seller shall review the Allocation Schedule and, if it disagrees in good faith with such schedule, shall provide written notice to Purchaser of such disagreement not later than thirty (30) days after Purchaser's delivery of the Allocation Schedule or shall be deemed to have accepted the Allocation Schedule. If Seller disagrees in good faith with the Allocation Schedule, Purchaser and Seller shall negotiate in good faith in order to mutually agree with respect thereto. Purchaser, Seller and NextNet will file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocations and agree not to take any position during the course of any audit or other proceeding inconsistent with such allocations unless required by a determination of the applicable taxing authority that is final. Seller shall cooperate with Purchaser to take actions necessary and appropriate (including filing or providing to Purchaser such additional forms, returns, elections, schedules and other documents) as may be required to effect and preserve a timely Section 338(h)(10) Election. Purchaser and Seller shall make appropriate adjustments to the Allocation Schedule to reflect changes in the Purchase Price. 1.4 CLOSING. The closing of the transactions contemplated by this Agreement (the "CLOSING") shall occur at the offices of Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois, on such date and at such time as Seller and Purchaser may mutually agree, which date shall be as soon as practicable, but in no event later than three (3) Business Days after satisfaction or waiver of such conditions, or at such other time and place as Purchaser and Seller may agree in writing (the "CLOSING DATE"). All documents delivered and actions taken at Closing shall be deemed to have been delivered or taken simultaneously and shall be deemed to be effective as of 11:59 P.M. (Central Standard Time) on the Closing Date, and no such delivery or action shall be considered effective or complete unless or until all other such deliveries or actions are completed or waived in writing by the Party against whom such waiver is sought to be enforced. ARTICLE II ADJUSTMENT TO PURCHASE PRICE 2.1 PRE-CLOSING CALCULATION. (a) At least three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a consolidated balance sheet of NextNet and its Subsidiaries (the "PRE-CLOSING BALANCE SHEET") setting forth the Preliminary Working Capital. The Pre-Closing Balance Sheet shall be calculated in accordance with GAAP consistently applied and applied on a basis consistent with the Financial Statements, and shall be reasonably acceptable to Purchaser. 2

(b) If the Preliminary Working Capital is less than $8,000,000, then the Closing Payment shall be equal to $50,000,000 minus such difference. If the Preliminary Working Capital is greater than $8,000,000, then the Closing Payment shall be equal to $50,000,000. 2.2 POST-CLOSING CALCULATION. Within sixty (60) days following the Closing Date, Purchaser shall prepare and deliver to Seller a consolidated balance sheet of NextNet and its Subsidiaries as of the Closing Date (the "POST-CLOSING BALANCE SHEET") setting forth the Closing Working Capital as of the Closing Date. The Post-Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied and applied on a basis consistent with the Financial Statements, and include an accrual for all unpaid Transaction Expenses. In connection therewith, from and after the Closing, Purchaser shall provide Seller with reasonable access to all NextNet records and work papers necessary to compute the Closing Working Capital. The calculation of the Closing Working Capital as delivered to Seller shall be final and binding on the Parties unless, within thirty (30) days after delivery to Seller, Seller shall deliver to Purchaser a Dispute Notice. After delivery of a Dispute Notice, Purchaser and Seller shall promptly negotiate in good faith with respect to the subject of the Dispute Notice, and if they are unable to reach an agreement within ten (10) Business Days after delivery to Purchaser of the Dispute Notice, the dispute shall be submitted to the Independent Auditor. The Independent Auditor shall be directed to issue a final and binding decision within thirty (30) days of submission of the Dispute Notice, as to the issues of disagreement referred to in the Dispute Notice and not resolved by the Parties. The calculation of the Closing Working Capital, as so adjusted by agreement or by the Independent Auditor (if required), shall be final and binding on the Parties. "WORKING CAPITAL" shall mean the amount equal to the total current assets (excluding cash and cash equivalents and any deferred tax assets) of NextNet and its Subsidiaries less the total current liabilities (excluding the current portion of installment loan and any Indebtedness for Borrowed Money and Transaction Expenses) of NextNet and its Subsidiaries, calculated in accordance with GAAP consistently applied and applied on a basis consistent with the Financial Statements. A sample calculation of Working Capital as of April 30, 2006 is attached hereto as Exhibit A. 2.3 DISPUTE NOTICE. In connection with the calculations of the Closing Working Capital, a "DISPUTE NOTICE" shall mean a written notice from Seller indicating disagreement with the calculation of the Closing Working Capital, and summarizing the items in dispute. The "INDEPENDENT AUDITOR" shall mean a national public accounting firm with no material relationship to either Seller or Purchaser or their respective Affiliates chosen by agreement of Seller or Purchaser, or, if they are unable to agree, shall mean a national firm with no such material relationship chosen by lot. The fees and expenses of the Independent Auditor retained as a result of any dispute related to any statement shall be equitably allocated by the Independent Auditor. The full force and effect of the representations and warranties set forth in this Agreement or the Ancillary Agreements shall in no way be diminished by any adjustment pursuant to this Article II. 2.4 ADJUSTMENTS. (a) Following the Closing, if the Closing Working Capital and the Preliminary Working Capital are each less than $8,000,000: 3

(i) if the Closing Working Capital is less than the Preliminary Working Capital, then Seller shall pay to Purchaser the amount of the difference; and (ii) if the Closing Working Capital is greater than the Preliminary Working Capital, then Purchaser shall pay to Seller the amount of the difference. (b) Following the Closing, if the Closing Working capital is greater than $8,000,000 and the Preliminary Working Capital is less than $8,000,000, then Purchaser shall pay to Seller the amount of the difference between $8,000,000 and the Preliminary Working Capital. (c) Following the Closing, if the Closing Working Capital is less than $8,000,000 and the Preliminary Working Capital is greater than $8,000,000, then Seller shall pay to Purchaser the amount of the difference between $8,000,000 and the Closing Working Capital. (d) Following the Closing, if the Closing Working Capital and the Preliminary Working Capital are each greater than $8,000,000, then neither Seller nor Purchaser shall be required to make an adjustment payment (in which case the Purchase Price as finally determined shall be equal to $50,000,000). (e) Any payment required pursuant to this Section 2.4 shall be made within three (3) Business Days of the final determination of the Closing Working Capital in accordance with Section 2.2, by wire transfer of immediately available funds, as directed by the recipient in writing, accompanied by interest on such amount from the date of final determination to the date of payment computed at the rate of eight percent (8.00%) per annum, compounded monthly, on the basis of a 365-day year. 2.5 WITHHOLDING. Purchaser shall be entitled to deduct and withhold from any and all payments made under this Agreement such amounts as may be required to be deducted and withheld under applicable Laws. To the extent such amounts are withheld and paid to the appropriate taxing authority in accordance with applicable Laws, such withheld amount shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would have otherwise been paid. ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Purchaser that the statements made in this Article III are true, correct and complete as of the date of this Agreement (except to the extent expressly made as of an earlier date, in which case as of such date), except as set forth in the Schedules accompanying this Agreement: 3.1 AUTHORITY. Each of Seller and NextNet has the full right, power and authority, without the Consent of any other Person, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to carry out the transactions contemplated hereby and thereby. All acts or proceedings required to be taken by Seller and NextNet to authorize the sale 4

of the Shares and the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party, and all transactions contemplated hereby and thereby, have been duly and properly taken. 3.2 VALIDITY. This Agreement and the Ancillary Agreements to which it is a party have been (or, in the case of such agreements to be executed after the date hereof and at or prior to Closing, will be), and the documents to be delivered by Seller at Closing will be, duly executed and delivered and, assuming the due execution and delivery of the other parties hereto or thereto, do constitute or will constitute, as the case may be, valid and legally binding obligations of Seller and NextNet, as applicable, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Except as set forth in Schedule 3.2, the execution and delivery by each of Seller and NextNet of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby will not result in the creation of any Encumbrance of any kind upon the Shares or the assets of NextNet or the termination or acceleration of any Indebtedness or other obligation of NextNet, and are not prohibited by, do not violate or conflict with any provision of, and do not constitute a default under or a breach of (a) the Certificate of Incorporation or Bylaws of Seller or NextNet, (b) any note, bond, indenture, contract, agreement, License and Permit or other instrument to which Seller or NextNet is a party or by which Seller or NextNet or any of their respective assets are bound, except, with respect to Seller, to the extent that any such violation or conflict would not have a Material Adverse Effect, (c) any order, writ, injunction, decree or judgment of any Governmental Authority applicable to Seller or NextNet, or (d) any Law applicable to Seller or NextNet. Except as set forth in Schedule 3.2, no Consent of any Person, including any Governmental Authority, is required for the execution and delivery by each of Seller and NextNet of this Agreement, the documents to be delivered at Closing or the consummation by Seller and NextNet of the transactions contemplated hereby, except, with respect to Seller, to the extent that the failure to obtain any Consent would not have a Material Adverse Effect. 3.3 DUE ORGANIZATION. (a) NextNet is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has full power and authority and all requisite rights, licenses, permits and franchises to own, lease and operate its assets and to carry on the Business. NextNet is duly licensed, registered and qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the ownership, leasing or operation of its assets or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. Schedule 3.3(a) sets forth each state or other jurisdiction in which NextNet is licensed or qualified to do business as a foreign corporation. Seller has made available to Purchaser an accurate, correct and complete copy of NextNet's Certificate of Incorporation and Bylaws. (b) Except as set forth on Schedule 3.3(b), the minute books and stock records of NextNet (i) contain accurate, correct and complete records of all meetings held since March 16, 2004 (the "SELLER ACQUISITION DATE"), and to the Knowledge of Seller, since the 5

incorporation of NextNet, (ii) accurately reflect all other material corporate action of its stockholder and NextNet's Board of Directors, and any committees of the Board of Directors of NextNet since the Seller Acquisition Date, and to the Knowledge of Seller, since the incorporation of NextNet, and (iii) accurately reflect the ownership of NextNet. 3.4 SUBSIDIARIES. (a) Schedule 3.4 sets forth a true and complete list of each Subsidiary of NextNet, together with the jurisdiction of incorporation or organization of such Subsidiary. Each Subsidiary of NextNet is a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and has full power and authority and all requisite rights, licenses, permits and franchises to own, lease and operate its assets and to carry on the Business. Each Subsidiary of NextNet is duly licensed, registered and qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the ownership, leasing or operation of its assets or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. Schedule 3.4 sets forth each state or other jurisdiction in which each Subsidiary of NextNet is licensed or qualified to do business as a foreign corporation. Seller has made available to Purchaser an accurate, correct and complete copy of the Certificate of Incorporation and Bylaws of other organizational documents of each Subsidiary of NextNet. (b) Schedule 3.4 also sets forth a true and complete list, as of the date hereof, of the authorized, issued and outstanding capital stock of each Subsidiary of NextNet, and, if applicable, the custodian by whom the original shares of such capital stock are held. All of the outstanding shares of capital stock of each Subsidiary of NextNet are owned beneficially and of record by the Person indicated on Schedule 3.4, and are validly issued, fully paid and nonassessable and free of preemptive rights or any Encumbrance (other than restrictions on transfer pursuant to applicable securities Laws) and constitute all of the issued and outstanding shares of capital stock or other equity interest of such Subsidiary of NextNet. None of the shares of capital stock of any Subsidiary of NextNet were issued in violation of any preemptive rights or rights of first refusal or first offer. (c) Other than as set forth on Schedule 3.4(c), there are no outstanding (i) shares of capital stock of any Subsidiary of NextNet, (ii) securities convertible into, or exchangeable or exercisable for, shares of capital stock or equity securities of such Subsidiary, (iii) options, warrants to purchase or subscribe, or other rights (preemptive or otherwise) to acquire from any such Subsidiary any shares of capital stock or equity securities or securities convertible into or exchangeable or exercisable for shares of capital stock or equity securities of such Subsidiary, or rights of first refusal or first offer, or (iv) bonds, debentures, notes or other Indebtedness or securities of any such Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Subsidiary may vote. There are (x) no contracts or restrictions (other than as may be imposed by Law or by the charter or bylaws or other organizational documents of such Subsidiary) relating to any shares of capital stock of any such Subsidiary or any other securities of any such Subsidiary, whether or not outstanding, (y) no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to any such Subsidiary, and (z) no contracts 6

affecting or relating to the voting, issuance, purchase, redemption, registration, repurchase or transfer of any shares of capital stock or any other securities of any such Subsidiary. (d) Schedule 3.4(d) also contains a complete and accurate list of any and all Persons not constituting Subsidiaries of which NextNet directly or indirectly owns an equity or similar interest, or an interest convertible into or exchangeable or exercisable for an equity or similar interest (collectively, the "INVESTMENTS"). 3.5 CAPITAL STRUCTURE; OWNERSHIP OF SHARES. (a) The authorized capital stock of NextNet consists of 1,000 shares of NextNet Common Stock, all of which are issued and outstanding. The Shares represent the only issued and outstanding shares of capital stock of NextNet. The Shares are duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights. There are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Seller or NextNet is a party or by which they are bound obligating NextNet to issue, deliver, sell or create, or cause to be issued, delivered, sold or created, or evidencing any right to subscribe for, additional shares of capital stock or other voting securities or Stock Equivalents of NextNet, or obligating Seller or NextNet to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding stock appreciation rights, phantom stock or other similar rights with respect to NextNet, the value of which is determined in whole or in part by the value of any capital stock of NextNet ("STOCK EQUIVALENTS"). There are no outstanding bonds, debentures, notes or other indebtedness of NextNet having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which stockholders may vote. (b) Except as set forth on Schedule 3.5(b), Seller owns, beneficially and of record, and has valid title to, all of the Shares, free and clear of all Encumbrances. At the Closing, Purchaser will acquire good and marketable title to the Shares, free and clear of all Encumbrances. (c) Except as set forth on Schedule 3.5(c), there are no restrictions to which Seller or NextNet is party affecting the transferability of the Shares other than those arising under applicable Laws, including securities Laws. (d) Except as set forth on Schedule 3.5(d), NextNet has not lent or advanced any money to, or borrowed any money from, or guaranteed or otherwise become liable for any Indebtedness or other obligations of, or acquired any capital stock, obligations or securities of, Seller or any other Person. 3.6 TRANSACTIONS WITH AFFILIATES. Since December 31, 2005, there have not been any dividends or other distributions of assets by NextNet to Seller which have been declared but not paid or distributed. Except as set forth in Schedule 3.6, neither Seller nor any officer, director or employee of NextNet or Seller or, to Seller's Knowledge, any Affiliate of NextNet or Seller: 7

(a) owns, directly or indirectly, any debt, equity or other interest or investment in any Person which is a competitor, lessor, lessee, customer, supplier or advertiser of NextNet; (b) has any cause of action or other claim whatsoever against (in the case of employees of NextNet or Seller, to the Knowledge of Seller) or owes any amount to, or is owed any amount by, NextNet or its Subsidiaries, other than salary, expense reimbursements and bonuses payable to any employee of NextNet or its Subsidiaries; (c) has any interest in or owns any property or right used in the conduct of the Business, other than the assets of Seller used in the administration of general overhead operations undertaken by Seller on behalf of NextNet; (d) is a party to any contract, lease, license, agreement, arrangement or commitment with NextNet or one of its Subsidiaries or, except for such contracts, leases, licenses, agreements, arrangements or commitments of Seller used in the administration of general overhead operations undertaken by Seller on behalf of NextNet, used in the Business; or (e) receives from or furnishes to NextNet or one of its Subsidiaries any goods, services, technology or intellectual or proprietary rights, other than, with respect to employees of NextNet, in the ordinary course of their employment, and, with respect to Seller, the administration of general overhead operations undertaken by Seller on behalf of NextNet. 3.7 FINANCIAL STATEMENTS. (a) The consolidated audited financial statements of Seller for the two fiscal years ended December 31, 2004 and December 31, 2005 (the "SELLER STATEMENTS"), and the audited financial statements of NextNet for the fiscal year ended December 31, 2003, the unaudited statement of income of NextNet for the fiscal year ended December 31, 2005, and the unaudited balance sheet of NextNet as of March 31, 2006 (the "MOST RECENT BALANCE SHEET") and the related financial statements for the period ended March 31, 2006 attached hereto as Schedule 3.7(a) (collectively, the "NEXTNET STATEMENTS", and together with the Seller Statements, the "FINANCIAL STATEMENTS") (a) are correct and complete in all material respects as of the dates and for the periods indicated therein, (b) are in accordance with the books of account and records of NextNet and its Subsidiaries with respect to the NextNet Statements, or Seller with respect to the Seller Statements, (c) present fairly in all material respects the financial condition and results of operations of NextNet with respect to the NextNet Statements, or Seller with respect to the Seller Statements, as of the dates and for the periods indicated therein, (d) with respect to the NextNet Statements, reflect appropriate accruals for vacation days and bonuses that have been earned by employees of NextNet, but not yet paid, and any Liabilities relating to the NextNet Plans, in each case in accordance with GAAP, and (e) were prepared in accordance with GAAP, except that the unaudited financial statements of NextNet as of and for the period ended March 31, 2006 do not contain all of the footnotes required by GAAP and are subject to year-end adjustments consistent with past practice. The books of account and other records (financial and otherwise) of NextNet and the Business are in all material respects complete and correct and are maintained in accordance with good business practices and are accurately reflected on the NextNet Statements. 8

(b) Schedule 3.7(b) sets forth a true, correct and complete list of all Indebtedness of NextNet and its Subsidiaries (by creditor and dollar amount) as of the date hereof. Neither NextNet nor any of its Subsidiaries has any Indebtedness for Borrowed Money as of the date hereof. 3.8 INTERIM CHANGE. Except as set forth in Schedule 3.8 or as contemplated by the terms of the Commercial Agreements or this Agreement, since December 31, 2005, NextNet and its Subsidiaries have operated the Business only in the ordinary course, consistent with past practices, and there has not been: (a) any material adverse change in the financial condition, assets, liabilities (fixed or contingent) or business affairs of NextNet and its Subsidiaries or the Business; (b) any material adverse change in NextNet and its Subsidiaries' relationships with licensors, licensees, suppliers, vendors, customers, lessors or employees (in each case, as a group or class); (c) any damage, destruction or loss to or of any of the assets of NextNet and its Subsidiaries, whether or not covered by insurance, in excess of $50,000 individually, or $150,000 in the aggregate; (d) any forgiveness, cancellation or waiver of any material rights of NextNet or one of its Subsidiaries; (e) any disposition of assets of NextNet and its Subsidiaries, other than sales of inventory in the ordinary course of business and other than dispositions of obsolete assets, worn-out assets or assets no longer used or useful to NextNet and its Subsidiaries in an aggregate amount not to exceed $100,000; (f) any increase in the compensation or benefits payable or to become payable by Seller or NextNet to their employees, consultants or independent contractors engaged in the Business (other than for general increases applicable to employees in an amount consistent with past practice or pursuant to the terms of the agreements, policies or procedures in effect as of the date of the Most Recent Balance Sheet); (g) any declaration, authorization or payment of dividends or distributions on or in respect of NextNet and its Subsidiaries Common Stock or any redemption, retirement, purchase or other acquisition by NextNet and its Subsidiaries of shares of NextNet and its Subsidiaries Common Stock; (h) any change in the accounting methods, principles or practices followed by NextNet and its Subsidiaries, whether for general financial or Tax purposes, or any change in depreciation or amortization policies or rates adopted therein, other than changes required by changes in GAAP; (i) any issuance by NextNet and its Subsidiaries of any shares of its capital stock; 9

(j) any grant by NextNet and its Subsidiaries of any option, warrant or other right to purchase shares of its capital stock; (k) any material change in credit practices as to customers of NextNet and its Subsidiaries, individually or in the aggregate; (l) any incurrence of any Encumbrance on any assets of NextNet or its Subsidiaries, other than a purchase money security interest granted in connection with the purchase of goods pursuant to the terms of a Material Contract; (m) any sale, assignment, transfer, license or other disposition of any Patent Right, Trademark, Copyright, Propriety Information and Technology or other intangible asset other than in the ordinary course of business, consistent with past practices; or (n) any agreement, commitment or understanding entered into by Seller, NextNet or any of its Subsidiaries to do any of the foregoing described in clauses (a) through (m) above. 3.9 ACCOUNTS RECEIVABLE AND BANK ACCOUNTS. Schedule 3.9 contains an accurate, correct and complete aging of all outstanding accounts receivable of NextNet and its Subsidiaries (the "ACCOUNTS RECEIVABLE") as of June 15, 2006. All outstanding Accounts Receivable are and (if not collected prior to the Closing Date) will be on the Closing Date: (a) due and valid claims against account debtors for goods or services delivered or rendered and (b) to Seller's Knowledge, subject to no defenses, offsets or counterclaims, each except as reserved against on the Most Recent Balance Sheet. Neither Seller nor NextNet has received any written notice that any Accounts Receivable is not collectible in the ordinary course of business consistent with past practice. All Accounts Receivable arose in the ordinary course of business. No Accounts Receivable are subject to prior assignment or Encumbrance. To Seller's Knowledge, NextNet has no liability for any refunds, liability allowances or returns in respect of products manufactured, processed, distributed or sold by or for the account of NextNet on or prior to the Closing Date that are not adequately reserved for on the Financial Statements. Schedule 3.9 contains an accurate, correct and complete list of the names and addresses of all banks and financial institutions in which NextNet has an account, deposit, safe-deposit box, line of credit or other loan facility, or lock box or other arrangement for the collection of Accounts Receivable, with the names of all Persons authorized to draw or borrow thereon or to obtain access thereto. 3.10 INSURANCE. NextNet is insured by insurers of recognized financial responsibility against such risks, casualties and contingencies in such amounts as Seller believes to be prudent for the conduct of the Business as currently conducted. All such policies are in full force and effect. There are no pending or asserted claims by NextNet and its Subsidiaries against any Insurance as to which any insurer has denied liability or reserved rights, and there are no claims under any Insurance that have been disallowed or improperly filed since the Seller Acquisition Date. Schedule 3.10 sets forth the claims experience since the Seller Acquisition Date and the interim period through the date hereof with respect to NextNet and its Subsidiaries (both insured and self-insured). No notice of cancellation or nonrenewal with respect to, or material increase of premium for, any Insurance has been received by NextNet and its Subsidiaries since the Seller Acquisition Date. 10

3.11 TITLE TO ASSETS. Each of NextNet and its Subsidiaries is the sole and exclusive legal and equitable owner of all right, title and interest in and has good and marketable title to all of the assets it purports to own. Except as set forth in Schedule 3.11 and other than Permitted Encumbrances, none of the assets which NextNet or one of its Subsidiaries purports to own are subject to (a) any title defect or objection; (b) any contract of lease, license or sale; (c) any Encumbrance of any kind or character, direct or indirect, whether accrued, absolute, contingent or otherwise, except those disclosed in the Financial Statements; (d) any royalty or commission arrangement; or (e) any covenant or restriction. Schedule 3.11 includes a complete and accurate list of all third party tangible assets used by NextNet and its Subsidiaries in connection with the Business. The tangible assets owned by NextNet and its Subsidiaries and third party tangible assets set forth in Schedule 3.11 are in good operating condition and repair (reasonable wear and tear excepted), are not obsolete, and are suitable for the purposes for which they are presently being used, and are adequate to meet all present requirements of the Business as presently conducted. The assets owned by NextNet and its Subsidiaries and third party assets set forth in Schedule 3.11 and Schedule 3.23(e)(i) represent all assets used in and necessary to conduct the Business as currently conducted, other than the assets of Seller used in the administration of general overhead operations undertaken by Seller on behalf of NextNet. 3.12 REAL PROPERTY. (a) NextNet has not owned and does not own any real property. (b) Schedule 3.12 sets forth the address of each parcel of real property leased by NextNet, and a true and complete list of all leases to which NextNet or one of its Subsidiaries is a party for each such parcel of leased real property (the "LEASES"). Seller has made available to Purchaser a true and complete copy of each such Lease. With respect to each such Lease: (i) the Lease is legal, valid, binding, enforceable in accordance with its terms, and in full force and effect; (ii) neither NextNet or any Subsidiary, nor, to the Knowledge of Seller, any other party, is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by NextNet or any Subsidiary, or permit termination, modification, or acceleration, under the Lease; (iii) NextNet has not, and has not received written notice that any other party, has repudiated any provision of the Lease; and (iv) except as set forth in Schedule 3.12, each such Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms immediately following the Closing Date. (c) The leased real property identified in Schedule 3.12 comprises all of the real property occupied and used by NextNet and its Subsidiaries in the conduct of the Business, and neither NextNet nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or any fee interest therein. (d) To the Knowledge of Seller, all buildings, structures, fixtures, building systems and equipment, and all components thereof (including the roof, foundation and structural elements), included in the leased real property (the "IMPROVEMENTS") are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the Business as currently conducted by NextNet and its Subsidiaries. To Seller's Knowledge, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion 11

thereof in the operation of the Business as currently conducted by NextNet and its Subsidiaries thereon. (e) Subject to the respective terms and conditions in the Leases, NextNet or one of its Subsidiaries has a valid leasehold interest in the leased real property identified in Schedule 3.12, free and clear of all Encumbrances other than Permitted Encumbrances. To the Knowledge of Seller, there are no pending or threatened condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the leased real property identified in Schedule 3.12 or any portion or portions thereof. To the Knowledge of Seller, there are no pending or threatened requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the leased real property identified in Schedule 3.12 or the Improvements. 3.13 PERSONAL PROPERTY LEASES. Schedule 3.13 sets forth an accurate, correct and complete list of all leases or bailments of tangible personal property which (a) are used in the Business as currently conducted by NextNet and its Subsidiaries and (b) provide for payments by NextNet or one of its Subsidiaries in excess of $1,500 per month (the "PERSONAL PROPERTY LEASES"). NextNet or one of its Subsidiaries has been in peaceable possession of the property covered by each Personal Property Lease since the commencement thereof. Seller has made available to Purchaser an accurate, correct and complete copy of each Personal Property Lease. 3.14 CUSTOMERS AND SUPPLIERS. Except as set forth on Schedule 3.14, all contracts or agreements with customers, licensors, licensees and suppliers of NextNet and its Subsidiaries were entered into by or on behalf of NextNet or one of its Subsidiaries in the ordinary course of business and on an arms-length basis with the other party thereto. Schedule 3.14 sets forth an accurate, correct and complete list of the 10 largest customers and 10 largest suppliers of NextNet, determined on the basis of revenues from items sold or licensed (with respect to customers) or costs of items purchased or licensed (with respect to suppliers) for each of the two (2) fiscal years ended December 31, 2005. To the Knowledge of Seller, no customer, licensee, supplier or licensor will cease to do business or materially reduce their business with NextNet after or as a result of the consummation of the transactions contemplated hereby, and, to the Knowledge of Seller, no customer, licensee, supplier or licensor is threatened with bankruptcy or insolvency. To the Knowledge of Seller, no fact, condition or event exists which would adversely affect NextNet's relationship with any customer, licensee, supplier or licensor. 3.15 LICENSES AND PERMITS. Schedule 3.15 contains an accurate, correct and complete list of each license, permit, certificate, approval, exemption, franchise, registration, variance, accreditation or authorization currently issued to NextNet or one of its Subsidiaries by a Governmental Authority or that, to the Knowledge of Seller, are known by Seller to be required in the future in order to conduct the Business as presently conducted by NextNet and its Subsidiaries (collectively, the "LICENSES AND PERMITS"). The Licenses and Permits are valid and in full force and effect and there are no pending or, to the Knowledge of Seller, threatened proceedings which could result in the termination, revocation, limitation or impairment of any License or Permit. NextNet or one of its Subsidiaries has all Licenses and Permits as are necessary in order to enable it to own and conduct the Business as it is presently conducted and to occupy and lease its real property, and no Third Party has asserted in writing that others are required. Since the Seller Acquisition Date, neither Seller nor NextNet has received written 12

notice of any violations from any Governmental Authority in respect of any Licenses and Permits. 3.16 MATERIAL CONTRACTS. (a) Schedule 3.16(a) sets forth an accurate, correct and complete list of all instruments, commitments, agreements, arrangements and understandings (other than this Agreement or any of the Ancillary Agreements) to which NextNet or one of its Subsidiaries is a party or bound, or by which any of NextNet's or one of its Subsidiaries' assets are subject or bound, or pursuant to which NextNet or one of its Subsidiaries is a specifically named third-party beneficiary, meeting any of the descriptions set forth below: (i) any contract with any current customer of NextNet and its Subsidiaries with respect to which NextNet and its Subsidiaries recognized cumulative revenue during the twelve-month period ended May 31, 2006 in excess of $500,000 (each such customer, a "MAJOR CUSTOMER," and each contract referenced in this Section 3.16(a)(i), a "MAJOR CUSTOMER CONTRACT"); (ii) any contract with any current customer of NextNet and its Subsidiaries that contains any (A) penalties for late deliveries or breach of other performance obligations, or (B) penalties associated with repairs, returns or quality performance; (iii) any contract with any (A) direct supplier of goods (including software) and/or services with respect to which NextNet and its Subsidiaries made cumulative expenditures during the twelve-month period ended May 31, 2006 greater than $250,000, or (B) indirect supplier of goods (including software) and/or services with respect to which NextNet and its Subsidiaries made cumulative expenditures during the twelve-month period ended May 31, 2006 greater than $250,000 (each such supplier, a "MAJOR SUPPLIER"); (iv) (A) any contract with any sole source suppliers, or (B) original equipment manufacturer ("OEM") contracts, electronic manufacturing services ("EMS") contracts, original design and manufacturing supply ("ODM") contracts, third party logistics ("TML") contracts, transportation contracts, and contract manufacturing contracts, or any other contract that licenses or otherwise authorizes any third party to design, manufacture, reproduce, develop or modify the products, services or technology of NextNet and its Subsidiaries; (v) contracts (A) that contain any "take or pay" or volume commitment provisions, or (B) that contain provisions granting any exclusive rights, most favored customer pricing, rights of first refusal, rights of first negotiation or similar rights to any Person; (vi) any contract limiting in any respect the right of NextNet or any of its Subsidiaries to engage in any line of business, compete with any Person in any line of business or to compete with any party or the manner or locations in which any of them may engage, or that otherwise prohibits or limits the right of NextNet or any of its Subsidiaries to make, sell or distribute any products or services; 13

(vii) any contract with any Affiliate of NextNet (other than its Subsidiaries); (viii) any purchase order, agreement or commitment obligating NextNet or its Subsidiaries to sell, license or deliver any product, technology or service at a price which does not cover the expected cost (including labor, materials and production overhead) thereof to NextNet and its Subsidiaries; (ix) any evidence of Indebtedness; (x) any joint venture, partnership, cooperative arrangement or any other agreement involving a sharing of profits or development costs; (xi) any contract or arrangement pursuant to which NextNet or one of its Subsidiaries sells or licenses any product outside of the United States; (xii) any contract with respect to the discharge, storage or removal of effluent, waste or pollutants; (xiii) any distribution or royalty agreement; (xiv) any power of attorney, proxy or similar instrument currently in effect; (xv) any contract for the purchase, sale or license of any assets of NextNet (whether or not completed) other than in the ordinary course of business or any contract granting an option or preferential rights to purchase, sell or license any assets of NextNet other than in the ordinary course of business; (xvi) any contract whose primary purpose is to indemnify any party or to share in or contribute to the liability of any party; (xvii) any contract relating to the acquisition by NextNet or one of its Subsidiaries of a business or the equity interests of any other Person (whether or not completed); (xviii) any other contract, commitment, agreement, arrangement or understanding (other than those excluded by an express exception from the descriptions set forth in the subsections above) which provides for future payments or performance by either party thereto having an aggregate value of $100,000 or more, or with respect to contracts for performance for more than one year, $100,000 or more per year (unless terminable without payment or penalty on thirty (30) days (or less) notice); (xix) any contract with respect to information technology services, including without limitation, hosting services, application service provider, disaster recovery, storage and/or outsourcing arrangements; 14

(xx) other than any contract otherwise disclosed pursuant to this Section 3.16(a), any other contract that is otherwise material to NextNet and its Subsidiaries or the Business; and (xxi) any contract currently being negotiated of a type that if entered into would be a Material Contract. The foregoing, together with the Leases, the agreements set forth in Schedule 3.23(e) and the Personal Property Leases are collectively referred to as the "MATERIAL CONTRACTS." (b) Accurate, correct and complete copies of each Material Contract have been made available to Purchaser. Each Material Contract is in full force and effect and is valid, binding and enforceable in accordance with its terms. Each of NextNet and its Subsidiaries, and to the Knowledge of Seller, each of the other parties thereto, has complied with all commitments and obligations on its part to be performed or observed under each Material Contract to which it is a party. Except as set forth in Schedule 3.16(b), no event has occurred which is or, after the giving of notice or passage of time, or both, would constitute a default under or a breach of any Material Contract by NextNet or one of its Subsidiaries, or, to the Knowledge of Seller, by any other party. Neither Seller nor NextNet has received or given notice of an intention to cancel or terminate a Material Contract or to exercise or not exercise options or rights under a Material Contract. Neither Seller nor NextNet has received any written notice of a default, offset or counterclaim under any Material Contract, or any other communication calling upon NextNet or one of its Subsidiaries to comply with any provision of any Material Contract or ascertaining noncompliance. There is no Encumbrance of any kind on NextNet's interest under any Material Contract. (c) Neither NextNet nor any of its Subsidiaries is a party to: (A) contracts with any Governmental Authority (the "DIRECT CONTRACTS"); (B) contracts with a non-Governmental Authority in support of a contract with a Governmental Authority (the "SUBCONTRACTS"); (C) Direct Contracts or Subcontracts in which NextNet was subject to the requirements of the Truth in Negotiations Act ("TINA"), 10 U.S.C. Section 2306(f), or claimed an exemption from TINA based upon any reason other than adequate price competition; (D) Direct Contracts or Subcontracts in which NextNet or one of its Subsidiaries applied for payments based upon representations of cost incurred; or (E) Direct Contracts or Subcontracts in which NextNet or one of its Subsidiaries agreed to provide "most favored" or other preferential treatment with regard to prices. (d) Except as set forth in Schedule 3.16(d), during the last twelve (12) months, to the Knowledge of Seller, none of the Major Customers has terminated or failed to renew any of its Major Customer Contracts and neither NextNet nor any of its Subsidiaries has received any written notice of termination from any of the Major Customers. 3.17 TAX MATTERS. (a) Except as set forth in Schedule 3.17(a), (i) each of the Acquired Companies and any Affiliated Group has complied in all material respects with all laws relating to Taxes and filed or caused to be filed in a timely manner (within any applicable extension 15

periods) for all years and all periods (and portions thereof) all Tax Returns or estimates or extensions, all prepared in material compliance with applicable Laws, required to be filed by the Code or by applicable state, local or non-United States Tax Laws; (ii) all Taxes owed by any of the Acquired Companies or (to the extent relevant to the Acquired Companies) any Affiliated Group (whether or not shown on any Tax Return) have been timely paid in full; (iii) all such Tax Returns are true, correct and complete in all material respects; (iv) there are no proposed adjustments or Actions pending or, to the Knowledge of Seller, threatened for the assessment or collection of Taxes against any of the Acquired Companies; (v) to the Knowledge of Seller, none of the Acquired Companies have been at any time a member of any partnership or joint venture or other arrangement that could be classified as a partnership for federal income Tax purposes for any period for which the statute of limitations for any Tax has not expired; (vi) to the Knowledge of Seller, there are no proposed reassessments by Tax authorities of any real property owned or leased by the Acquired Companies that could reasonably be expected to increase any Tax to which any Acquired Company would be subject; (vii) no Acquired Company is a party to, bound by, or has any obligation under any Tax sharing or allocation agreement or similar agreement; (viii) no Acquired Company has any liability for the Taxes of any other Person under Regulations section 1.1502-6 (or any similar provision of state, local or non-United States Law), as a transferee or successor, under a contract or otherwise; and (ix) none of the Acquired Companies has been a member of any consolidated, combined or unitary group for federal, state, local or foreign Tax purposes (other than the group for which NextNet was the parent prior to the Seller Acquisition Date and the group for which Seller is the parent). (b) Except as set forth in Schedule 3.17(b), (i) none of the Acquired Companies has made any consent under former Section 341 of the Code and none of the Acquired Companies is a corporation described in former Section 341(b) of the Code; (ii) none of the Acquired Companies (A) is or was a "controlled foreign corporation" or a "United States Shareholder" as defined in the Code, (B) has an unrecaptured overall foreign loss within the meaning of Section 904(f) of the Code, (C) files, has filed or is required to file Tax Returns in jurisdictions outside the United States and (D) currently has (or ever has had) a permanent establishment in a jurisdiction outside of the United States; (iii) the Acquired Companies do not have income reportable for a period ending after the Closing Date that is attributable to an activity or a transaction (e.g., an installment sale) occurring in, or a change in accounting method made for, a period ending on or prior to the Closing Date that resulted in a deferred reporting of income from such transaction or from such change in accounting method; (iv) neither the Internal Revenue Service ("IRS") nor any other agency has proposed any adjustment or change in accounting methods that affects any taxable year ending after the Closing Date; and (v) the Acquired Companies do not have any application pending with any Taxing authority requesting permission for any changes in accounting methods that relate to the Business or their operations. (c) Seller and the Acquired Companies, as applicable, have (i) withheld all required amounts from the employees, agents, and contractors of the Acquired Companies and remitted such amounts to the proper agencies or other Persons; (ii) paid when due all employer contributions and premiums; and (iii) filed when due all federal, state, local and foreign returns and reports with respect to employee income Tax withholding, social security Taxes, unemployment Taxes and premiums, all in compliance with the Code as in effect for the applicable year and other applicable Laws. 16

(d) Except as set forth in Schedule 3.17(d), the income Tax Returns filed by the Acquired Companies or (to the extent relevant to the Acquired Companies) any Affiliated Group have never been examined by the IRS or other applicable taxing authority. No federal, state, local or non-United States Tax audits or other administrative proceedings, discussions or court proceedings are presently pending (or threatened) with regard to any Taxes or Tax Returns of the Acquired Companies or (to the extent relevant to the Acquired Companies) any Affiliated Group. (e) None of the Acquired Companies has entered into any contract, agreement, plan or arrangement covering any employee or former employee or independent contractor that, individually or collectively, could give rise to the payment by an Acquired Company of any amount that would not be deductible by reason of Code section 280G or would give rise to a payment that could subject the recipient to excise tax imposed by Code section 4999. (f) No asset of any Acquired Company is tax exempt use property under Code Section 168(h). (g) No portion of the cost of any asset of any Acquired Company has been financed directly or indirectly from the proceeds of any tax-exempt state or local government obligation described in Code section 103(a). (h) None of the assets of any Acquired Company is property that such Acquired Company is required to treat as being owned by any other Person pursuant to the safe harbor lease provision of former Code section 168(f)(8). (i) None of the Acquired Companies has (i) been a party to a transaction that is reported to qualify as a reorganization within the meaning of Code section 368, (ii) distributed an interest in a corporation in a transaction that is reported to qualify under Code section 355, or (iii) been distributed in a transaction that is reported to qualify under Code section 355. Each of the Acquired Companies are, and have at all times been, in compliance with the provisions of Code sections 6011, 6111 and 6112 relating to tax shelter disclosure, registration, list maintenance and record keeping requirements. None of the Acquired Companies has participated in a transaction (x) the "significant purpose of which is the avoidance or evasion of United States Federal income tax" within the meaning of Code section 6662(d)(2) and the Regulations promulgated thereunder; or (y) that constitutes a "reportable transaction" within the meaning of Regulations section 1.6011-4. (j) None of the Shares constitute a United States real property interest within the meaning of Code section 897(c). There are no outstanding agreements or waivers extending or having the effect of extending the statutory period of limitation for assessment, reassessment or collection of Tax applicable to any Tax Returns required to be filed by the Acquired Companies or (to the extent relevant to the Acquired Companies) any Affiliated Group. Except as set forth on Schedule 3.17(j), none of the Acquired Companies or (to the extent relevant to the Acquired Companies) any Affiliated Group has requested any extension of time within which to file any Tax Return, which return has not yet been filed. No power of attorney granted by any Acquired Company with respect to Taxes is currently in force. 17

(k) Seller has made available to Purchaser correct and complete copies of all federal, state, local and foreign income and franchise Tax Returns of the Acquired Companies for periods through December 31, 2004, IRS revenue agent reports and similar reports issued by any state, local or non-United States Tax authority for such Tax Return, and statements of Tax deficiencies assessed against or agreed to by any Acquired Company. (l) Except as set forth in Schedule 3.17(l), no claim has been made in the last five (5) years that any Acquired Company has not properly paid Taxes or filed Tax Returns in a jurisdiction in which such Acquired Company does not file a Tax Return. (m) No debt of any Acquired Company is "corporate acquisition indebtedness" within the meaning of Code section 279 or a "applicable high yield debt obligation" within the meaning of Code section 163(e)(5). No interest accrued or paid by any Acquired Company (whether as stated interest, imputed interest, or original issue discount) on any debt obligation of such Acquired Company is not deductible for federal, state, or local income tax purposes). (n) None of the Acquired Companies has any private letter ruling, technical advice, application for a change of any method of accounting, or other similar requests presently pending with any taxing authority. (o) Except as set forth in Schedule 3.17(o), each of the Acquired Company's "nonqualified deferred compensation plans" within the meaning of Code section 409A (and associated Treasury Department guidance) comply with Code section 409A (and associated Treasury Department guidance), each such "nonqualified deferred compensation plan" has been operated in compliance with Code section 409A (and associated Treasury Department guidance), and no such "nonqualified deferred compensation plan" has been materially modified within the meaning of Code section 409A (and associated Treasury Department guidance). (p) None of the Acquired Companies is required to include an item of income, or exclude an item of deduction, for any period after the Closing Date as a result of (i) an installment sale transaction occurring on or before the Closing governed by Code section 453 (or any similar provision of foreign, state, or local law); (ii) a transaction occurring on or before the Closing reported as an open transaction for federal income tax purposes (or any similar doctrine for foreign, state or local tax purposes); (iii) prepaid amounts received on or prior to the Closing Date; (iv) a change in method of accounting requested or occurring on or prior to the Closing Date, or (v) an agreement entered into with any Taxing authority on or prior to the Closing Date. None of the Acquired Companies has used the cash method of accounting for income Tax purposes at any time in the last five years. (q) Except as set forth in Schedule 3.17(q), none of the Acquired Companies has (i) any "excess loss accounts" with respect to any Subsidiary or (ii) any items of income, gain, loss, expense, or deduction deferred under the intercompany transaction rules of Treasury Regulation section 1.1502-13 (or similar provision of foreign, state, or local laws). 3.18 PRODUCT WARRANTY. All products developed, licensed, distributed, shipped or sold by NextNet and its Subsidiaries and any services rendered by them since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller 18

Acquisition Date, have been in conformity with all applicable contractual commitments and all expressed warranties, except to the extent the failure to so comply would not have a Material Adverse Effect. To the Knowledge of Seller, no liability exists or will arise for repair, replacement or damage in connection with such sales or deliveries, in excess of the reserve therefor reflected in the Financial Statements. Schedule 3.18 sets forth an accurate, correct and complete statement of all written and, to the Knowledge of Seller, oral, warranties, warranty policies, service and maintenance agreements of NextNet and its Subsidiaries covering any of the products or services sold, licensed or provided since the Seller Acquisition Date. No products manufactured, licensed, processed, distributed, sold, delivered or leased by NextNet or one of its Subsidiaries are now subject to any guarantee, warranty, claim for product liability, or patent or other indemnity, other than those set forth in Schedule 3.18. The product warranty and return experience for the period commencing on the Seller Acquisition Date and ending on May 31, 2006 is set forth in Schedule 3.18. The product warranty reserves on the Financial Statements were prepared in accordance with GAAP and are adequate in light of the circumstances of which Seller is now aware with respect to the period commencing on the Seller Acquisition Date. 3.19 PRODUCT LIABILITY. Schedule 3.19 sets forth an accurate and complete list of all existing claims, duties, responsibilities, liabilities or obligations arising from or alleged to arise from any injury to person or property or economic damage as a result of the ownership, license, possession or use of any product licensed, marketed, distributed, shipped or sold prior to the date hereof for which NextNet or Seller has received written notice. To Seller's Knowledge, all such claims are fully covered by product liability insurance or otherwise provided for. Except as set forth in Schedule 3.19 and other than claims adequately covered by Seller's or NextNet's product liability insurance, to the Knowledge of Seller, neither NextNet nor any of its Subsidiaries will be subject to any claim, expense, liability or obligation arising from any injury to person or property or economic damage as a result of ownership, license, possession or use of any product licensed, marketed, distributed, shipped or sold prior to the Closing Date. There have been no recalls, and none are pending or, to Seller's Knowledge, threatened and no report has been filed by NextNet or is required to have been filed by NextNet with respect to any products of NextNet and its Subsidiaries under any Law. Except as set forth on Schedule 3.19, there are no, and within the last 12 months prior to the date of this Agreement there have not been any, product liability Actions filed or, to Seller's Knowledge, threatened against or involving NextNet or any of their Subsidiaries or any of their products, and no such Actions have been settled, adjudicated or otherwise disposed by NextNet within the last 12 months prior to the date of this Agreement. 3.20 LEGAL PROCEEDINGS. Except as set forth in Schedule 3.20, neither NextNet nor any of its Subsidiaries is engaged in or a party to or, to the Knowledge of Seller, threatened with any Action. Neither NextNet nor any of its Subsidiaries has received written notice of any investigation threatened or contemplated by any Governmental Authority, including those involving the safety of products, the working conditions of employees, the employment practices or policies of NextNet and its Subsidiaries, or compliance with environmental regulations, that has not been fully resolved or dismissed. Except as set forth in Schedule 3.20, neither NextNet, its Subsidiaries nor any of its assets is subject to any judgment, order, writ, injunction, stipulation or decree of any court or any Governmental Authority or any arbitrator. There is no outstanding order, writ, injunction, judgment or decree by any court or any Governmental Authority or any Action pending or, to the Knowledge of Seller, threatened against NextNet relating to the 19

transactions contemplated hereby or which seeks to prevent, restrict or delay the consummation of the transactions contemplated hereby. To the Knowledge of Seller, none of NextNet's current executive officers or directors has ever been a defendant or other obligor under any judgment, injunction or other order or ruling of or settlement approved by any Governmental Authority relating to NextNet or the Business or any fraud, felony or similar offense. 3.21 ENVIRONMENTAL MATTERS. (a) Since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, NextNet and its Subsidiaries have materially complied with and are in material compliance with all applicable Environmental Laws. NextNet and its Subsidiaries are not subject to any existing, pending or, to the Knowledge of Seller, threatened proceedings under any Environmental Laws, and no material expenditures are or will be required by NextNet or its Subsidiaries in order to comply with any existing Environmental Law. (b) To Seller's Knowledge, NextNet and its Subsidiaries have never sent, arranged for disposal or treatment, arranged with a transporter for transport for disposal or treatment, transported, or accepted for transport any Hazardous Substance, Hazardous Materials, Hazardous Waste, Solid Waste or petroleum, including crude oil or any fraction thereof, to a facility, site or location, which, pursuant to CERCLA or any similar state or local Law, (i) has been placed, or is proposed to be placed, on the National Priorities List or its state equivalent or (ii) is subject to a claim, administrative order or other request to effect Removal or take Remedial Action. (c) NextNet and its Subsidiaries do not store, generate or produce any Hazardous Substance or Hazardous Waste in quantities or in a manner which violates any Environmental Law. (d) There are no environmental reports, investigations or audits possessed or controlled by NextNet (whether conducted by or on behalf of NextNet or a Third Party, and whether done at the initiative of NextNet or directed by a Governmental Authority or other Third Party) relating to premises currently or previously owned, leased or operated by NextNet since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date. (e) Except as set forth in Schedule 3.21, neither Seller nor NextNet has received written notice regarding, nor, to Seller's Knowledge, has there been, any contamination of groundwaters, surface waters, soils or sediments as a result of the manufacture, storage, processing, loss, leak, escape, spillage, disposal or other handling or disposition by or on behalf of NextNet of any Hazardous Substance on or prior to the Closing Date in violation of Environmental Laws. As used in this Agreement, each of the terms "Removal," "Remedial Action," "Hazardous Substance," "Hazardous Materials," "National Priorities List," "Hazardous Waste" and "Solid Waste" has the same meaning as such term is given in Environmental Laws. (f) To the Knowledge of Seller, there are no facts or circumstances which are reasonably expected to prevent or delay the ability of NextNet or any of its Subsidiaries to place 20

in the EU market products that comply in all material respects with the Restrictions on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (2002/95/EC) Directive after June 30, 2006 and the Waste Electrical and Electronic Equipment (2002/96/EC) Directive, if and to the extent the legislation which is enacted and implemented by applicable European Union member nations is not materially different from such Directives in any respect. 3.22 COMPLIANCE WITH LAW. Since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, NextNet and its Subsidiaries have complied and are in compliance with, in all material respects, all applicable Laws applicable to the Business or operations. No written notice from any Governmental Authority or other Person of any violation of any Law has been received by NextNet, and neither Seller nor NextNet knows of any reasonable basis therefor. 3.23 INTELLECTUAL PROPERTY. (a) Schedule 3.23(a) contains a complete list and description of all registered Owned IP or applications pending therefor as of the date hereof (collectively the "REGISTERED INTELLECTUAL PROPERTY"). All necessary registrations, maintenance or annuity, and renewal, maintenance or other fees in connection with such Registered Intellectual Property have been made for each item of Registered Intellectual Property; all necessary documents and certificates in connection with such Registered Intellectual Property have been filed with and all relevant fees have been paid to the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Registered Intellectual Property; and all patent, trademark, service mark and copyright applications set forth in Schedule 3.23(a) have been duly filed. All payments due and payable in respect of such listed registrations, applications and renewals have been paid as of the date hereof. There are no outstanding deadlines of any patent, copyright or trademark office (or any analogous office or registry anywhere in the world) in relation to such listed registrations or applications that will expire within three months of the date hereof. No settlements, consents, covenants not to sue or nonassertion assurances or releases have been entered into by NextNet or one of its Subsidiaries or to which NextNet or one of its Subsidiaries is bound that adversely affect their right to own or use any Owned IP. (b) Schedule 3.23(b) contains a list of Owned IP, other than Registered Intellectual Property, that is significant to the conduct of the Business as currently conducted by NextNet, consisting of: (i) disclosures on inventions; and (ii) a description of trade secrets, documented know-how, proprietary processes, and other documented proprietary information used in the conduct of the Business as currently conducted by NextNet. (c) NextNet or one of its Subsidiaries owns all right, title and interest in all Owned IP free and clear of any Encumbrance except as set forth on Schedule 3.23(c) and the Permitted Encumbrances, including ownership of pending and accrued causes of action for patent, trademark, or copyright infringement, misappropriation, and unfair business practices and has the sole and exclusive right to bring actions for infringement and misappropriation of such Owned IP. 21

(d) Each item of IP Assets owned or used by NextNet immediately prior to the Closing will be owned or available for use, respectively, by NextNet immediately subsequent to the Closing on identical terms and conditions as owned or used by NextNet immediately prior to the Closing. (e) Schedule 3.23(e) contains a list of all agreements to which the IP Assets are bound and pursuant to which: (i) NextNet is licensed, authorized or otherwise permitted to use, distribute or otherwise exploit any Third Party Intellectual Property Rights, including any agreement requiring royalties therefor (so called "in-bound" licenses); or (ii) NextNet has licensed, authorized or otherwise permitted any Third Party to use, distribute or otherwise exploit Owned IP (so called "out-bound" licenses). (f) NextNet and its Subsidiaries have a policy requiring each employee or contractor to execute confidentiality and invention assignment agreements. Since the Seller Acquisition Date, and to the Knowledge of Seller with respect to the period prior to the Seller Acquisition Date, all employees, agents, consultants, contractors or other persons who have contributed to or participated in the creation or development (on behalf of NextNet) of any Owned IP included in the IP Assets have executed a confidentiality and invention assignment agreement with NextNet and also either: (i) are a party to a "work-for-hire" agreement under which NextNet is deemed to be the original owner/author of the copyrights therein; (ii) are or were employees of NextNet and created or developed such item within the scope of their employment, or (iii) have executed an assignment or an agreement to assign in favor of NextNet of all of their right, title and interest in their Intellectual Property Rights in such item. To the Knowledge of Seller, no Acquired Employee has any obligations to any prior employer that would violate or conflict with his or her obligations to NextNet under such confidentiality and assignment agreements. To Seller's Knowledge, no employee or contractor of NextNet or any of its Subsidiaries has entered into any agreement, contract, obligation, promise or undertaking (whether written or oral and whether express or implied) that restricts or limits in any way the scope of the Owned IP or requires the employee to transfer, assign or disclose information concerning his work to anyone other than NextNet. (g) To the Knowledge of Seller, neither Seller nor NextNet has disclosed to a Third Party any Proprietary Information and Technology which is Owned IP except pursuant to binding agreements containing confidentiality provisions reasonably protecting such Proprietary Information and Technology. To the Knowledge of Seller, there are no violations of its trade secret rights with respect to Proprietary Information and Technology included in Owned IP. (h) NextNet is in actual and sole possession of the complete source code of the NextNet Software. To the Knowledge of Seller, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Third Party of the complete source code for any NextNet Software. There are no escrow agreements with third party escrow agents or with Third Parties that would release the source code to such Third Party under certain circumstances or conditions. 22

(i) Except as set forth in Schedule 3.23(i), to the Knowledge of Seller, the NextNet Software does not contain any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" (as these terms are commonly used in the computer software industry), or other software routines or hardware components intentionally designed to permit unauthorized access, to disable or erase software, hardware, or data, or to perform any other similar type of unauthorized activities. (j) To the Knowledge of Seller, there are no restrictions on the ability of NextNet to use or otherwise exploit the NextNet Software as used or exploited in the conduct of the Business as currently conducted by NextNet, and such use or exploitation of the NextNet Software does not and will not obligate NextNet to pay any royalty, fee, or other compensation to any Person; and neither NextNet nor its Affiliates have received any notice or have any Knowledge of any complaint, assertion, threat, or allegation inconsistent with the preceding statements in this paragraph. (k) NextNet has not incorporated into the NextNet Software any software code licensed under the Gnu General Public License (GPL) or the Gnu Lesser General Public License (LGPL) or any other such open code or freeware type license in a manner that would require NextNet to make the NextNet Software available to others in source code form. (l) Except as set forth in Schedule 3.23(l), no claims of any kind have been made by NextNet against any Third Party that, and Seller has no Knowledge that, any Third Party infringes, or has previously infringed, misappropriates, or has previously misappropriated, any Owned IP. (m) Except as set forth in Schedule 3.23(m), no claims of any kind have been made or asserted by any party against Seller or NextNet or against, or to, the employees, agents or contractors, customers, vendors, suppliers, or distributors claiming or alleging that NextNet or any of its products (including products currently under development), services or methods of operation infringe, have infringed, contribute to infringement or induce the infringement of, or misappropriate the Intellectual Property Rights or other proprietary rights of any Third Party, violate the right of any Person (including rights to privacy or publicity) or constitute unfair competition, nor is Seller or NextNet aware of or on notice of any such infringement, misappropriation or violation. To Seller's Knowledge, NextNet has not infringed any Intellectual Property Rights or other proprietary rights of any Third Party or breached any obligation of confidentiality owed to a Third Party, and the continued operation of NextNet's business consistent with past practices will not infringe any Intellectual Property Rights or other proprietary rights of a Third Party. (n) No government, university or other Third Party funding, personnel, students, resources or facilities were used in the development of any Owned IP in a manner that would give any Governmental Authority, university or Third Party any interest, direct or indirect, in the Owned IP. (o) Except as set forth on Schedule 3.23(o), no Owned IP or product or service of NextNet and its Subsidiaries is subject to any outstanding decrees, order, judgment, or stipulation restricting in any manner the use or licensing thereof by NextNet and its Subsidiaries. 23

(p) Except as set forth in Schedule 3.23(p), there are no contracts, licenses, software escrows, and other agreements between NextNet or one of its Subsidiaries and any other Person with respect to the Owned IP with respect to which NextNet or one of its Subsidiaries has received notice or is aware of any dispute that could reasonably be considered to be a dispute regarding the scope of such agreement, or performance under such agreement including with respect to any payments to be made or received by NextNet or one of its Subsidiaries thereunder. 3.24 LIABILITIES. NextNet and its Subsidiaries do not have any Liabilities of any nature whether or not any such Liability would have been required by GAAP to be set forth on a consolidated balance sheet of NextNet or in the notes thereto, other than (a) Liabilities set forth on the audited balance sheet of NextNet as of December 31, 2005 or Liabilities reflected in the Most Recent Balance Sheet, included in the Financial Statements, (b) Liabilities specifically required to be incurred by NextNet pursuant to this Agreement or any Ancillary Agreement, (c) Liabilities incurred since the date of the Most Recent Balance Sheet in the ordinary course of business (none of which is a material Liability) consistent with past practice, or (d) Liabilities specifically identified on Schedule 3.24. Nothing in this Section 3.24 shall give rise to an indemnification obligation of Seller under Article XI to the extent the subject matter of such Liability is covered by the representations and warranties set forth in Section 3.23. 3.25 EMPLOYEES AND SUBCONTRACTORS. (a) Schedule 3.25(a) contains a list of all employees of Seller, NextNet or their Affiliates who are engaged in the Business, along with the position, date of hire, annual rate of base compensation, and the estimated or target annual incentive compensation of each such person and any applicable leave of absence information as of the date hereof, and which shall be updated as of the Closing Date. Schedule 3.25(a) lists any contract or agreement that, to the Knowledge of Seller, contains a covenant that limits or purports to limit the ability of any Acquired Employee to compete in any line of business or with any Person or in an geographic area or during any period of time. To the Knowledge of Seller, no Acquired Employee or group of Acquired Employees has any plans to terminate employment with Seller, NextNet or their Affiliates. (b) Schedule 3.25(b) sets forth (i) a list of all independent contractors currently performing services or under contract to perform future services for NextNet and its Subsidiaries, and (ii) the start date, type of services to be provided, estimated completion date and hourly or per diem pay rate of such contractors. To the extent such independent contractors were contracted with since the Seller Acquisition Date, all such individuals have acknowledged in writing that they are not employees of NextNet or one of its Subsidiaries and are not entitled to any employee compensation or benefits. (c) Since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, NextNet and its Subsidiaries have complied and are currently in compliance in all material respects with all applicable Laws respecting employment, immigration, occupational health and safety, and wages and hours, in each case, with respect to its current and former employees engaged in the Business. Since the Seller Acquisition Date, there have been no union organizing, hand billing, picketing, election 24

petitions, applications for certification, or corporate campaigns involving NextNet or the Business and no such activities are pending or, to Seller's Knowledge, threatened or reasonably anticipated. Since the Seller Acquisition Date, there have been no group work stoppages, walk outs, labor strikes, slowdowns or other concerted action against of affecting NextNet and no such activities are pending, or to Seller's Knowledge, threatened or reasonably anticipated. NextNet is not a party to or bound by any collective bargaining agreement or other agreement with a union, and no such agreement is currently being negotiated. Neither Seller nor NextNet has received written notice of any charges, complaints, lawsuits, or other administrative or judicial proceedings pending or threatened, involving any employee, former employee, consultant, or independent contractor. To Seller's Knowledge, except as set forth in Schedule 3.25(c), there have been no workplace accidents, injuries, or exposures in the last twelve (12) months involving any employee engaged in the Business which are likely to result in, but have not yet resulted in, a claim for worker's compensation payments or benefits. Seller, NextNet or one of their Affiliates, as applicable, (i) since the Seller Acquisition Date, has withheld and reported all amounts required by Law or by contract to be withheld and reported with respect to wages, salaries and other payments to employees and former employees engaged in the Business, (ii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits or social security for employees or former employees engaged in the Business. NextNet's balance sheet reflects appropriate accruals for vacation days and bonuses that have been earned by employees but not yet paid. To the extent applicable, NextNet and its Subsidiaries are in material compliance with all rules and regulations of the OFCCP and similar state and local agencies relating to affirmative action and equal employment opportunity. Since the Seller Acquisition Date, Seller and NextNet have not taken any action that would constitute a mass layoff, mass termination, or plant closing within the meaning of the WARN Act or otherwise result in material liability under any foreign, federal, state, or local plant closing or collective dismissal Law. (d) Schedule 3.25(d) lists the name and position or nature of services provided by each employee at a manager level or higher, and each independent contractor, whose service or engagement in the Business has terminated in the past twenty-four (24) months, and the date of each termination. (e) Schedule 3.25(e) lists the employees of Seller, NextNet and their Affiliates engaged in the Business who will become Acquired Employees and who are in nonimmigrant visa status or have applications for lawful permanent residence pending with the relevant Governmental Authorities, in each case designating whether such employee is sponsored by Seller, NextNet or their Affiliates. 3.26 EMPLOYEE BENEFITS. (a) Schedule 3.26(a) contains a complete and accurate list of all NextNet Plans, as well as any Seller Plans in which the employees of Seller, NextNet or their Affiliates who are engaged in the Business are eligible to participate (collectively, the "PLANS"). Seller shall prepare and provide to Purchaser an initial version of Schedule 3.26(a) on the date of this Agreement, and an updated version thereof on the Closing Date. Complete and accurate copies 25

of each of the following documents have been delivered to Purchaser: (i) all Plans that have been reduced to writing, (ii) written summaries of all unwritten Plans, (iii) all related trust agreements, insurance contracts, third-party administration contracts and summary plan descriptions, (iv) all annual reports filed on IRS Form 5500 Series, with all schedules and attachments thereto, for the last three plan years for each Plan, (v) all reports relating to compliance with Sections 401(k), 401(m) and 410(b) of the Code for the last three plan years, and (vi) all employee handbooks. Each Plan has been maintained and administered at all times in all material respects in accordance with its terms and with the currently applicable provisions of ERISA and the Code and other applicable federal, state, local and foreign Laws and the regulations thereunder (including, without limitation, Section 4980B of the Code, Subtitle K, Chapter 100 of the Code and Sections 601 through 608 and Section 701 et seq. of ERISA). All filings and reports as to each Plan required to have been submitted to the IRS or to the United States Department of Labor have been duly and timely submitted. NextNet has made all required contributions and properly accrued all liabilities relating to the NextNet Plans in accordance with GAAP. (b) There are no inquiries or investigations by any Governmental Authority, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Plans and proceedings with respect to qualified domestic relations orders), suits or proceedings against or involving any Plan or asserting any such claims under any Plan. (c) Each Seller Plan that is intended to be qualified under Section 401(a) of the Code (i) has received a favorable determination letter from the IRS to the effect that such Seller Plan is qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income taxes under Section 501(a) of the Code or (ii) is maintained under an IRS approved prototype plan with respect to which Seller may reasonably rely on the opinion letter issued to the prototype sponsor as to such Seller Plan's qualified status. No such determination letter has been revoked and revocation has not been threatened; and no such Seller Plan has been amended or operated since the date of its most recent determination letter in any respect, and no act or omission has occurred, that would adversely affect its qualification or increase its cost. Each Seller Plan that is required to satisfy Section 401(k)(3) or Section 401(m)(2) of the Code has been tested for compliance with, and satisfies the requirements of, Section 401(k)(3) and Section 401(m)(2) of the Code for each plan year ending prior to the Closing Date. No NextNet Plan is intended to be qualified under Section 401(a) of the Code. (d) None of Seller, NextNet or any Affiliate thereof has ever maintained a Plan subject to Section 412 of the Code or Title IV of ERISA. (e) At no time has Seller, NextNet or any Affiliate thereof been obligated to contribute to any "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA). (f) No Plan provides benefits (whether or not insured) after retirement or other termination of employment to any employee of Seller, NextNet of any of their Affiliates who are engaged in the Business (or to any beneficiary of any such employee), including, without limitation, retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or any similar state Law and insurance conversion privileges under state Law, and also excluding any Plan that merely pays after retirement (or termination of employment) those benefits (as 26

adjusted for earnings or losses, as applicable) that accrued prior to retirement (or other termination of employment). The assets of each Plan that is funded are reported at their fair market value on the books and records of such Plan. (g) No act or omission has occurred and no condition exists with respect to any Plan that would subject NextNet or its Affiliates to any (i) fine, penalty, Tax or liability of any kind imposed under ERISA or the Code or (ii) liability for any such penalty, Tax or liability under any contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Plan. (h) No Plan is funded by, associated with, or related to a "voluntary employee's beneficiary association" within the meaning of Section 501(c)(9) of the Code. (i) Each NextNet Plan and its related documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms expressly and adequately reserves the right to amend and terminate such NextNet Plan, and each NextNet Plan may be terminated without liability to NextNet or Purchaser, except for vested benefits accrued through the date of termination and the administrative and professional costs incurred in such transaction. No Plan includes in its assets any securities issued by NextNet. No Plan has been subject to Tax under Section 511 of the Code. (j) Schedule 3.26(j) discloses each: (i) agreement with any director or officer of any Acquired Company (A) the amount or timing of benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving NextNet of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such director or officer; (ii) agreement, plan or arrangement under which any person may receive payments from any Acquired Company that may be included in the determination of such person's "parachute payment" under Section 280G of the Code; and (iii) agreement or plan binding any Acquired Company including, without limitation, any Plan, stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan, any of the benefits of which shall be increased, or the vesting of the benefits of which shall be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. (k) Schedule 3.26(k) sets forth the policy of NextNet with respect to accrued paid time off, accrued sick time and earned time-off, and the amount of such liabilities as of the date of this Agreement. (l) No third-party administration agreement or other agreement with respect to any NextNet Plan shall terminate or otherwise be cancelled by either party and no right shall accrue to the third party as a result of the transactions contemplated herein. All such agreements are cancelable by NextNet without cause and without penalty (including, without limitation, any penalties related to the early termination or surrender of any investment contracts or similar agreements under which any assets of NextNet Plans are held) on not more than ninety (90) days advance notice. 27

3.27 IMPORT AND EXPORT CONTROL LAWS. NextNet and each of its Subsidiaries has at all times since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (x) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (y) all other applicable import/export controls in other countries in which NextNet and its Subsidiaries conducts business. Without limiting the foregoing: (a) NextNet and each of its Subsidiaries has obtained, and is in material compliance with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad ("EXPORT APPROVALS"); (b) there are no pending or, to the Knowledge of Seller, threatened claims against NextNet or any of its Subsidiaries with respect to such Export Approvals; (c) no Export Approvals for the transfer of export licenses to Purchaser are required, or such Export Approvals can be obtained in a reasonably timely manner without material cost; (d) except as set forth in Schedule 3.27(d), none of NextNet, its Subsidiaries or any of their respective Affiliates is a party to any contract or bid with, or has conducted business with (directly or, to the Knowledge of Seller, indirectly), a Third Party located in, or otherwise has any operations in, or sales to, Cuba, Iran, Syria or Sudan; (e) since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, neither NextNet nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that NextNet or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (f) since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, none of NextNet, its Subsidiaries or any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past import or export control violations. 3.28 FOREIGN CORRUPT PRACTICES ACT. Since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, neither NextNet nor any of its Subsidiaries (including any of their officers, directors, agents, distributors, employees or other Person associated with or acting on their behalf) has, directly or indirectly, 28

taken any action which would cause it to be in material violation of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to NextNet or any of its Subsidiaries in any jurisdiction other than the United States (in each case, as in effect at the time of such action) (collectively, the "FCPA"), or, to the Knowledge of Seller, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, whether directly or indirectly, or made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly, except for any of the foregoing which is no longer subject to potential claims of violation as a result of the expiration of the applicable statute of limitations. NextNet has established reasonable internal controls and procedures intended to ensure compliance with the FCPA. 3.29 BROKERS AND CHANGE OF CONTROL PAYMENTS. Except as set forth in Schedule 3.29, no broker, investment banker, financial advisor or other Person is entitled, based on arrangements made by or on behalf of NextNet, to (a) any broker's, finder's, financial advisor's or other similar fee or commission or (b) any change of control, severance or similar payment, in each case in connection with the transactions contemplated by this Agreement. 3.30 INVESTMENT COMPANY ACT. NextNet (i) is not an "investment company", or a company "controlled" by, or an "affiliated company" with respect to, an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT"), or (ii) satisfies all conditions for an exemption from the Investment Company Act, and, accordingly, NextNet is not required to be registered under the Investment Company Act. 3.31 FINANCIAL CONTROLS. NextNet maintains accurate books and records reflecting its assets and liabilities and is developing and testing proper and adequate internal accounting controls to provide assurance that (a) transactions are executed with management's authorization; (b) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Seller and to maintain accountability for NextNet's consolidated assets; (c) access to NextNet's assets is permitted only in accordance with management's authorization; (d) the reporting of NextNet's assets is compared with existing assets at regular intervals; and (e) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Seller, without any independent review of NextNet (other than by Seller's independent outside auditors), has detected no material weaknesses specifically at NextNet and therefor has issued no management comment letters on NextNet's internal controls. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrant to Seller that the statements made in this Article IX are true, correct and complete as of the date of this Agreement (except to the extent expressly made as of an earlier date, in which case as of such date): 29

4.1 AUTHORITY. Purchaser has full right, power and authority, without the Consent of any other Person, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. All acts or proceedings required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement, the Ancillary Agreements to which it is a party and all transactions contemplated hereby and thereby have been duly and properly taken. 4.2 VALIDITY. This Agreement and the Ancillary Agreements to which it is a party have been (or, in the case of such agreements to be executed after the date hereof and at or prior to Closing, will be), and the documents to be delivered at Closing will be, duly executed and delivered and assuming the due execution and delivery of the other Parties hereto and thereto, do constitute or will constitute, as the case may be, valid and legally binding obligations of Purchaser, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby are not prohibited by, do not violate or conflict with any provision of, and do not constitute a default under or a breach of (a) the Certificate of Incorporation or Bylaws of Purchaser, (b) any note, bond, indenture, contract, agreement, permit, license or other instrument to which Purchaser is a party or by which Purchaser or any of its assets is bound, (c) any order, writ, injunction, decree or judgment of any Governmental Authority applicable to Purchaser, or (d) any Law applicable to Purchaser. No Consent of any Person is required for the execution and delivery by Purchaser of this Agreement, the Ancillary Agreements, the documents to be delivered at Closing or the consummation by Purchaser of the transactions contemplated hereby and thereby. 4.3 DUE ORGANIZATION. Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. 4.4 BROKERS. No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser. ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS 5.1 CONDUCT OF BUSINESS. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 10.1 and subject to this Section 5.1, NextNet shall, and Seller shall cause NextNet to, in all material respects, carry on Business in the ordinary course and in compliance with applicable Laws and use its commercially reasonable efforts to keep available the service of the current officers, key employees and consultants of NextNet and to preserve the current relationships of NextNet with those customers, licensees, suppliers, licensors and other Persons with which NextNet has significant business relations as is necessary in order to preserve substantially intact its business 30

organization. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement and the Ancillary Agreements, during such period, neither NextNet nor any of its Subsidiaries shall, without the prior written consent of Purchaser: (a) split, combine, subdivide or reclassify any shares of NextNet Common Stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of NextNet Common Stock or otherwise make any payments to Seller in its capacity as stockholder of NextNet; provided, however, nothing herein shall prohibit NextNet from distributing to Seller immediately prior to the Closing the cash of NextNet; (b) issue, sell or dispose of, or agree to issue, sell or dispose of (i) any additional shares of capital stock of any class (including shares of NextNet Common Stock), or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or (ii) any other securities in respect of, in lieu of, or in substitution for, shares of NextNet Common Stock outstanding on the date hereof; (c) adopt any amendments to its Certificate of Incorporation or Bylaws or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of NextNet and its Subsidiaries; (d) acquire, or agree to acquire, in a single transaction or series of related transactions, any business or assets having a value in excess of $50,000 individually or $100,000 in the aggregate, other than transactions that are in the ordinary course of business; (e) enter into any exclusive or sole licensing arrangement regarding any Intellectual Property Rights of NextNet and its Subsidiaries or enter into any non-exclusive licenses other than those non-exclusive use licenses for NextNet's products and related Intellectual Property Rights of NextNet that are entered into the ordinary course of business consistent with past practice; (f) sell, pledge, dispose of, transfer, lease, license, guarantee, subject to Encumbrance or otherwise dispose of or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or Encumbrance of any of its assets, outside of the ordinary course of business; (g) enter into any joint venture agreement, partnership agreement or similar agreement; (h) except as may be required as a result of a change in Law or GAAP, make any material change in its method of accounting; (i) make or change any election with respect to Taxes, change any Tax accounting period, adopt or change any method of Tax accounting, file any amended Tax return, enter into a closing agreement with any taxing authority, surrender any right to claim a refund for 31

Taxes, consent to an extension of the statute of limitations applicable to any Tax claim or assessment, or take any other similar action (or omit to take any action), if such election, change, amendment, agreement, settlement, surrender, consent or action or omission could have the effect of increasing the Tax liability of Purchaser or any Acquired Company after the Closing Date; (j)(i) incur any Indebtedness, other than in the ordinary course of business consistent with past practice, or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of NextNet, or guarantee any debt securities of another Person, or (ii) make any loans, advances or capital contributions to, or investments in, any other Person other than the advancement of expenses to employees and advancement of credit to customers in the ordinary course of business consistent with past practice; provided, however, that no advancement shall exceed $2,500 in the aggregate at any particular time with respect to any employee; (k) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of NextNet, or redeem, purchase or otherwise acquire, directly or indirectly, any of its outstanding shares of NextNet Common Stock; (l) (i) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction of (A) any liabilities or obligations in the ordinary course of business in accordance with their terms, or (B) any claims and obligations on, or liabilities reflected in or reserved against on the Most Recent Balance Sheet, (ii) waive any benefits of, or agree to modify in any respect, any noncompetition or similar agreements to which NextNet is a party or (iii) waive any attorney client privilege; (m) modify or amend in any material respect or terminate any Material Contract to which NextNet or any of its Subsidiaries is a party, or waive, release or assign any material rights or material claims thereunder; (n) enter into any contract or arrangement that, if it were effective on the date of this Agreement, would constitute a Material Contract, except in the ordinary course of business; (o) except as required to comply with applicable Law, (i) adopt, enter into, terminate or amend any NextNet Plans, (ii) increase in any manner the compensation or fringe benefits of any director, officer, employee of Seller, NextNet or any of their Affiliates who are engaged in the Business or consultant to NextNet (except for normal increases to non-officers and non-directors in the ordinary course of business and pursuant to the terms of agreements, policies or programs in effect as of the date hereof), (iii) pay any benefit to any present or former employees of Seller, NextNet or any of their Affiliates who are engaged in the Business not provided for under any NextNet Plan in existence on the date hereof, (iv) grant any equity-based awards under any NextNet Plan (including the grant of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or the voluntary removal of existing restrictions in any NextNet Plans or agreement or awards made thereunder), 32

(v) other than in the ordinary course of business, take any action to fund or in any other way secure the payment of compensation or benefits under any NextNet Plan or other employee plan, agreement, contract or arrangement, (vi) alter or take any action to alter the composition of NextNet's Board of Directors or change the title of, hire, terminate the employment of, modify the job description or duties of, or waive any material right under any employment or consulting agreement with, any member of senior management, consultant or employee whose annual compensation rate exceeds $100,000, other than in the ordinary course of business and consistent with past practice), (viii) award or accrue any bonus for any director, officer, employee of Seller, NextNet or any of their Affiliates who are engaged in the Business or consultant to NextNet or one of its Subsidiaries, other than annual bonuses in the ordinary course of business consistent with past practices and existing policies and programs or (ix) alter or take any action to alter or waive any material right under any employment or consulting agreement or NextNet Plan; (p) consent to or take any action to allow any insurance policy naming NextNet or one of its Subsidiaries as beneficiary or loss payee to be cancelled or terminated, other than in the ordinary course, or cause or permit the decrease in any current policy coverage limits; (q) settle or compromise any pending or threatened litigation involving NextNet or any NextNet Plan in an amount greater than $50,000; (r) enter into any contract, agreement, arrangement or understanding that materially limits or otherwise materially restricts NextNet or one of its Subsidiaries from engaging in or competing in any line of business or in any geographic area; (s) modify, amend or terminate, or waive, release or assign any material rights or claims with respect to any confidentiality or standstill agreement to which NextNet or one of its Subsidiaries is a party; (t) take any action to exempt or make not subject to any other state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares of any Person (other than Purchaser or its Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom; or (u) enter into any contract, agreement, commitment or arrangement to do any of the foregoing actions described in subsections (a) through (t). 5.2 EXCLUSIVITY. (a) From the date of this Agreement until the Closing or, if earlier, the termination of this Agreement pursuant to Section 10.1 (i) Seller and NextNet shall, and shall cause their respective Representatives to, (1) immediately cease and terminate any existing solicitation, discussion or negotiation with any Third Party with respect to any Acquisition Proposal and (2) use its commercially reasonable efforts to recover or cause to be destroyed all nonpublic information concerning NextNet and its Subsidiaries in the possession of such Persons and their Representatives and advisors, and (ii) Seller and NextNet shall not, nor shall they authorize or permit their respective Representatives to, directly or indirectly, (1) solicit, encourage, accept, entertain, facilitate, permit or initiate the submission of any Acquisition 33

Proposal, (2) enter into any agreement requiring Seller to abandon or terminate its participation in this Agreement, (3) participate in any discussions or negotiations regarding, or furnish any nonpublic information relating to NextNet to any Third Party with respect to, or take any other action to facilitate the making of any proposal that constitutes or would reasonably be expected to lead to any Acquisition Proposal, (4) grant any waiver or release under any standstill or similar agreement with respect to any class of NextNet's equity securities, or (5) enter into any letter of intent, agreement or similar document relating to any Acquisition Proposal. (b) Seller represents and warrants that it has the legal right to terminate or suspend any such pending negotiations and Seller will indemnify the Purchaser Indemnified Parties pursuant to Article XI from and against any Losses arising from or caused by claims by any party to such negotiations based upon or arising out of the discussion or any consummation of the transactions contemplated in this Agreement. (c) From the date of this Agreement until the Closing or, if earlier, the termination of this Agreement pursuant to Section 10.1, Seller and NextNet will promptly notify Purchaser of any inquiry received by it relating to an Acquisition Proposal and the material terms of any proposal or inquiry, including the identity of the Person and its Affiliates making the same, and Seller will keep Purchaser fully informed on a prompt basis with respect to any developments with respect to such proposal or inquiry. ARTICLE VI ADDITIONAL AGREEMENTS 6.1 NOTICE OF DEVELOPMENTS. Prior to the Closing Date, Seller will give prompt written notice to Purchaser of (a) any breach of any of Seller's representations and warranties in Article III and (b) any failure of Seller or NextNet to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. No disclosure by Seller pursuant to the preceding sentence, however, shall be deemed to amend or supplement the schedules to this Agreement, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant or to limit or otherwise affect the remedies available hereunder to Purchaser. 6.2 ACCESS TO INFORMATION. Upon reasonable notice and subject to the terms of the Non-Disclosure Agreement dated December 29, 2005 by and between Seller and Purchaser (the "NDA"), Seller and NextNet shall afford to Purchaser and its Representatives all reasonable access, during normal business hours during the period prior to the earlier of the Closing and the termination of this Agreement pursuant to Section 10.1, to all of the properties, books, contracts, commitments and records of NextNet or any of its Subsidiaries as Purchaser may reasonably request. During such period, Seller and NextNet shall make available to Purchaser all other information concerning the Business and its properties and personnel as Purchaser or its Representatives may reasonably request. Without limiting the generality of the foregoing, Seller and NextNet shall use commercially reasonable efforts to cooperate with Deloitte & Touche ("D&T") prior to the Closing Date as reasonably requested to allow D&T to audit the pricing terms with respect to Expedience, infrastructure, subscriber and all related and ancillary products set forth in the Commercial Agreements. 34

6.3 FURTHER ACTION. Each of the Parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and execute and deliver such documents and other papers, as may reasonably be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated hereby, and to vest in Purchaser good and valid title to the Shares. 6.4 PUBLIC ANNOUNCEMENTS; CONFIDENTIALITY. Section 1 of that certain Side Agreement between Seller and Purchaser dated as of even date herewith shall be incorporated herein by reference and this Agreement shall be deemed "Confidential Information" pursuant thereto. 6.5 APPROPRIATE ACTION; CONSENTS; FILINGS. (a) Each of the Parties to this Agreement shall use commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and to satisfy each condition to the obligations of the other Party hereto as promptly as practicable, including approving and executing any resolutions, documents and instruments reasonably requested by the other party to effectuate the transaction contemplated hereby, (ii) obtain from any Governmental Authorities any Consents or Licenses and Permits required to be obtained or made by Purchaser or Seller, or to avoid any action or proceeding by any Governmental Authority, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law, including the HSR Act and any foreign antitrust Laws; provided, however, that Purchaser and Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such non-proprietary documents to the non-filing Party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith and, provided, further, that nothing in this Section 6.5(a) shall require Purchaser or any of its Affiliates to (1) agree to sell, divest, license, dispose of or hold separate any assets or businesses (including the Business), or otherwise take or commit to take any action that could limit its freedom with respect to, or its ability to retain, one or more of its businesses, product lines or assets (including the Business), (2) agree to the requirement of expenditure of money by Purchaser or NextNet to a Third Party in exchange for any Consent, or (3) except with respect to any inquiries or requests for additional information from the United States Federal Trade Commission and/or the United States Department of Justice or similar requests from any other Governmental Authority with respect to any foreign antitrust Laws, litigate, pursue or defend against any Action (including any temporary restraining order or preliminary injunction) challenging the transactions contemplated by this Agreement as violative of the HSR Act or any applicable foreign antitrust Law. Seller and Purchaser shall promptly furnish to each other all information required for any application or other filing to be made by the other pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Except as specifically required by this Agreement, the Parties shall not take any action, or refrain from taking any action, the effect of which would be to delay or impede the ability of the Parties to consummate the transactions contemplated by this Agreement. 35

(b) Seller and Purchaser shall give any notices to Third Parties and use all commercially reasonable efforts to obtain any Consents from the Third Parties set forth in Schedule 6.5(b); provided, however, no party shall be required to agree to the requirement of expenditure of money to a Third Party in exchange for any Consent. (c) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 10.1, Seller shall promptly notify Purchaser in writing, or Purchaser shall notify Seller in writing, as the case may be, of any pending or threatened action or suit, arbitration or other proceeding or investigation by any Governmental Authority or any other Person of which it becomes aware (i) challenging or seeking material damages in connection with the transactions contemplated by this Agreement or (ii) seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or otherwise limit the right of Purchaser to own or operate all or any portion of the intangible assets of NextNet or all or a material portion of the Business or tangible assets of NextNet and its Subsidiaries, which in either case would reasonably be expected to have a Material Adverse Effect. 6.6 NON-COMPETITION; NO-SOLICITATION. (a) Subject to the terms of the Commercial Agreements, from and after the Closing Date until the earlier of three (3) years and the termination of the Commercial Agreements, Seller will not, and Seller will cause its Subsidiaries not to, directly or indirectly, engage in, conduct, manage or operate any business that engages in the sale of modems, base stations and other equipment that enable deployment of non-line-of-sight, wireless broadband connectivity (such activities collectively, the "RESTRICTED BUSINESS"), or acquire or own any capital stock or other equity interest of any Person that engages in the Restricted Business, in each case anywhere in the world; provided, however, that nothing in this Section 6.6 shall be deemed to prohibit the acquisition or holding of not more than five percent (5%) of the outstanding equity securities of a publicly traded entity involved in such business; provided further, that nothing in this Section 6.6(a) shall be deemed to prohibit the sale of modems or base stations by Seller or any of its Subsidiaries to Seller's subscribers, wholesalers and direct sales representatives in the ordinary course of business as part of providing Seller's wireless broadband services. The foregoing shall not prohibit Seller or its Subsidiaries from acquiring any business, the revenues of which are comprised of less than 25% of Restricted Business, so long as within six (6) months after the consummation of such acquisition, Seller or such Subsidiary has completely disposed of (or permanently ceased operating) the acquired business or portion thereof engaged in the Restricted Business. (b) For a period of eighteen (18) months after the Closing Date, Seller will not, and will not permit any of its Subsidiaries to, solicit or induce any individual who is an employee of any Acquired Company to terminate his or her employment with any Acquired Company; provided in each case that (i) this Section 6.6(b) shall not apply to any employee if such employee's employment has been terminated for a period of at least three (3) months and (ii) non-directed newspaper or internet help wanted advertisements shall not be considered solicitations under this Section 6.6(b); provided, further, it is understood by the Parties that, immediately prior to the Closing, Seller will hire the Chief Executive Officer of NextNet as of the date of this Agreement, provided that the Chief Executive Officer shall have executed a non- 36

competition, non-solicitation and confidentiality agreement with Purchaser in a form and substance reasonably satisfactory to Purchaser (it being understood that employment by Seller or any of its Affiliates shall not be prohibited by the contemplated non-compete). (c) It is expressly understood and agreed that, although Seller and Purchaser consider the restrictions set forth in this Section 6.6 to be reasonable, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction set forth in this Section 6.6 is an unreasonable or otherwise unenforceable restriction, the Parties hereby authorize such court to revise and amend the provisions of this Section 6.6 so as to produce legally enforceable restrictions, and, if the court refuses to do so, the Parties hereto agree that the provisions of this Section 6.6, shall not be rendered void, but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (d) The Parties acknowledge and agree that the remedy at law for a breach or threatened breach of any of the provisions of this Section 6.6 would be inadequate and, in recognition of that fact, in the event of a breach or threatened breach of any of the provisions of this Section 6.6, it is agreed that, in addition to its remedies at law, equitable relief in the form of specific performance, temporary restraining order, temporary, preliminary, or permanent injunction, and any other equitable remedy which may then be available will be appropriate remedies to enforce this Section 6.6. Each Party agrees not to oppose the other Party's request for any of the above relief on the grounds that such Party has not been irreparably injured or that such Party has an adequate remedy at law. Nothing set forth in this Section 6.6 shall be construed as prohibiting a Party from pursuing any other rights and remedies available to it for such breach or threatened breach under this Agreement. 6.7 TRANSITION. (a) Seller acknowledges that its intent is to deliver the Business to Purchaser as a stand-alone operation that will be able to conduct its business immediately following the Closing as the Business is conducted on the date hereof. Seller hereby agrees to cooperate with Purchaser in good faith and to use commercially reasonable efforts as reasonably necessary and as requested by Purchaser in order to transition the Business and ownership of NextNet to Purchaser in a manner that minimizes any disruption to the operation of the Business following the Closing. (b) Without limiting the generality of subsection (a) above, Seller hereby agrees, as requested by Purchaser for a period not to exceed five (5) months following the Closing, to make available to Purchaser and NextNet the services of the Chief Executive Officer of NextNet as of the date of this Agreement; provided, however, that Purchaser shall reimburse Seller for the pro rata portion of such individual's salary and reasonable business expenses in connection with such services provided. (c) Seller shall use commercially reasonable efforts to effect the assignment, prior to the Closing, of that certain Master Hardware Purchase and Support Agreement dated November 1, 2005 among 3082241 Nova Scotia Company, Eagle River Canada, Inc. and 37

NextNet (the "INUKSHUK AGREEMENT") from Eagle River Canada, Inc. to Purchaser, and to obtain all necessary third party consents in connection therewith. ARTICLE VII ACQUIRED EMPLOYEE MATTERS 7.1 ACQUIRED EMPLOYEES. Subject to the provisions of Sections 7.3 and 7.4 below, all Acquired Employees shall remain or become at-will employees (subject to any existing employment agreements or agreements to be entered into as a condition to Closing or post-Closing that alter the nature of the at-will employment) of NextNet or one of its Affiliates immediately following the Closing with no break in service. 7.2 COMPENSATION. Subject to Section 7.1, for at least the one-year period beginning on the Closing Date (but only while employed by NextNet, Purchaser or another Affiliate of Purchaser), each Acquired Employee will receive a total monetary compensation package (including base wages, salary, commission, incentive compensation and bonus) that shall not be less than that received by similarly situated employees of Purchaser serving in comparable positions; provided, however, that each Acquired Employee who is employed in the United States will be provided (i) during the same one-year period, a base salary or base wage, as applicable, that shall not be less than that provided to such Acquired Employee by NextNet, Seller or another Affiliate of Seller, as applicable, immediately prior to the Closing, and (ii) for calendar year 2006, the opportunity to receive commission at a rate, and incentive and bonus compensation at a target level, that shall not be less than that provided to such Acquired Employee by NextNet, Seller or another Affiliate of Seller, as applicable, immediately prior to the Closing. 7.3 SEVERANCE. The Acquired Employees will participate in the Motorola, Inc. Involuntary Severance Plan (the "PURCHASER SEVERANCE PLAN") as in effect from time to time on the same basis as similarly situated employees of Purchaser serving in comparable positions, and will be eligible to receive severance benefits to the extent provided in the Purchaser Severance Plan for applicable terminations of employment, with such severance benefits determined under the Purchaser Severance Plan, in accordance with Section 7.5 below. 7.4 PAID TIME OFF. On and after the Closing Date, each Acquired Employees who is employed in the United States will continue to accrue paid time off at a rate that shall not be less than the rate at which such Acquired Employee accrued paid time off under the paid time off policy of NextNet in effect as of the Closing that covered such Acquired Employee (the "NEXTNET PTO POLICY") whether such accrual is in accordance with the NextNet PTO Policy or Purchaser's own paid time off policy applicable to similarly situated employees of Purchaser serving in comparable positions (the "PURCHASER PTO POLICY"). In addition, each Acquired Employee will be allowed to use and be paid for paid time off that is accrued and available under the NextNet PTO Policy, but unused as of the Closing Date, in accordance with the NextNet PTO Policy until the date that Purchaser determines that such accrued and unused paid time off shall be either used or paid only in accordance with the Purchaser PTO Policy, which date may be as of the Closing Date or at any time thereafter. 38

7.5 SERVICE CREDIT. Purchaser shall, and shall cause its Affiliates to, provide each Acquired Employee with full credit for eligibility and vesting purposes under the Purchaser Plans (excluding the Motorola, Inc. Pension Plan, the Motorola Post-Employment Health Benefits Plan, and any other defined benefit pension plan or retiree health plan maintained by Purchaser or any of its Affiliates, and provided that no Acquired Employees shall be eligible to participate in the Motorola, Inc. Pension Plan or the Motorola Post-Employment Health Benefits Plan), for pre-Closing (i) service with NextNet or one of its Affiliates, and (ii) service credited under the comparable NextNet Plans as of the Closing for employment other than with NextNet or one of its Subsidiaries. In addition, Purchaser shall, and shall cause its Affiliates to, provide each Acquired Employee with credit for such service for purposes of benefit accrual solely with respect to any Purchaser paid time off and severance plans and policies, including the Purchaser Severance Plan. Notwithstanding anything in this Agreement to the contrary, any benefits payable to any Acquired Employee under any Purchaser Plans shall be offset by any similar benefits payable under comparable NextNet Plans to the extent such benefits under the Purchaser Plans are attributable to service with NextNet or one of its Subsidiaries prior to the Closing. 7.6 401(K) PLAN. The Acquired Employees who participate in the Clearwire Corporation 401(k) Plan and Trust (the "SELLER 401(K) PLAN") will incur a severance from employment under the Seller 401(k) Plan on the Closing Date and will be entitled to receive a distribution of their benefits under the Seller 401(k) Plan. After the Closing Date, and in accordance with current administrative procedures of the Seller 401(k) Plan, Seller shall cause to be distributed to each such Acquired Employee such notices and forms that are provided to a participant who incurs a severance from employment so that such Acquired Employee may elect to receive a distribution of his or her benefits under the Seller 401(k) Plan. Such Acquired Employee may elect to make a rollover contribution to the Motorola 401(k) Plan (the "PURCHASER 401(K) PLAN"), and Purchaser shall cause, in accordance with current administrative procedures of the Purchaser 401(k) Plan, such rollover contribution to be accepted by the Purchaser 401(k) Plan. With respect to any Acquired Employee who has an outstanding loan under the Seller 401(k) Plan as of the Closing Date, Seller shall take all actions necessary to provide that such loan shall not be in default as a result of the transactions contemplated by this Agreement and that such Acquired Employee shall be able to continue repayment of such loan under current terms. 7.7 OTHER EMPLOYEE BENEFIT PLANS. Seller and Purchaser acknowledge that (i) the Acquired Employees shall no longer be eligible to participate in the Seller Plans as of the Closing Date, and (ii) NextNet shall continue to maintain the NextNet Plans for the benefit of eligible Acquired Employees until such date that Purchaser determines that such NextNet Plans shall be terminated, which termination may be effective as of the Closing Date or at any time thereafter (the "PLAN TERMINATION DATE"). As of the Closing Date or the applicable Plan Termination Date, Purchaser shall cooperate to cause those Acquired Employees to become eligible to participate in the corresponding Purchaser Plan under the same terms applicable to similarly situated employees of Purchaser serving in comparable positions, if one exists. With respect to a Purchaser Plan that is a medical or dental plan, Purchaser shall waive any waiting period, pre-existing condition, evidence of insurability, continuing-course-of-treatment, and actively-at-work requirements for each Acquired Employee to the same extent that such period, conditions and/or requirements were not applicable to or had been satisfied by the Acquired Employee immediately before the Closing under any Plan that is a medical or dental plan. 39

7.8 EMPLOYEE COMMUNICATIONS. The parties shall cooperate with respect to any employee communications regarding any matters provided for herein, provided that Purchaser shall retain the sole and absolute discretion to approve of, in advance, any written employee communications relating to any compensation or benefits to be provided by it or by NextNet or any other Purchaser Affiliate under this Agreement. The parties further agree to coordinate in advance any formal meetings or presentations between Acquired Employees and Purchaser representatives and any Purchaser written employee communications. ARTICLE VIII TAX MATTERS 8.1 ALLOCATION OF LIABILITY FOR TAXES. (a) Seller's Responsibility for Taxes. Seller shall be liable for and indemnify the Purchaser Indemnified Parties against all Losses for Taxes imposed on, allocated to, or incurred by any of the Acquired Companies for any Pre-Closing Period, including, but not limited to, Taxes of any other Person that any Acquired Company is liable for as a result of joint and several liability, transferee liability, successor liability or a contractual obligation and any Taxes imposed by virtue of (i) the inclusion of any of the Acquired Companies in any consolidated return (including any liability imposed pursuant to Regulations section 1.1502-6(a)), (ii) any deferred income triggered into income under Regulations sections 1.1502-13 and 1.1502-14, (iii) any excess loss accounts taken into income under Regulations section 1.1502-19, (iv) any breach by Seller of the representations and warranties contained in Section 3.17, and (v) any breach by Seller of its obligations under this Agreement with respect to Taxes. (b) Proration of Taxes. (i) Seller and Purchaser shall, to the extent permitted by applicable Law and except as otherwise provided herein, elect with the relevant Governmental Authority to close the taxable period of each of the Acquired Companies at the end of the day on the Closing Date. (ii) In the case of any Tax for any Straddle Period imposed upon or measured by income or receipts (including sales, use, transfer or assignment of property, wages or any other similar Taxes), Taxes shall be apportioned between Pre-Closing Periods and Post-Closing Periods in accordance with the principles of Regulations section 1.1502-76(b) as reasonably interpreted and applied by the Parties. No election shall be made under Regulations section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items) or any comparable provision of foreign Law, and, for the avoidance of doubt, no allocation of Taxes shall be made that is consistent with the principles of such election. (iii) In the case of any Tax for any Straddle Period which is not imposed upon or measured by income or receipts, the amount of such Tax which is allocable to a Pre-Closing Period shall be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of such taxable period ending on and including the Closing Date and the denominator of which is the number of days in 40

the entire taxable period. The amount of Tax which is allocable to a Post-Closing Period shall be the amount of such Tax for the entire taxable period less the amount of Tax which is allocable to a Pre-Closing Period. (iv) Seller and Purchaser shall prepare all Tax Returns consistent with the proration of Taxes set forth in this Section 8.1(b). 8.2 TAX RETURN FILING AND PAYMENT OF TAXES. (a) Purchaser's Responsibility. Except as set forth in Section 8.2(b), Purchaser shall prepare and file all Tax Returns relating to any of the Acquired Companies for Tax periods ending after the Closing Date. Purchaser shall make all payments required with respect to any such Tax Return. (b) Seller's Responsibility. Seller shall prepare and file all Tax Returns relating to any of the Acquired Companies for Tax periods ending on or prior to the Closing Date, and any Affiliated Group Tax Return for any Straddle Period. Seller will include the income of the Acquired Companies that were members of the Affiliated Group (including any deferred income triggered into income by Regulations section 1.1502-13 and 1.1502-14 and any excess loss accounts taken into income under Regulations section 1.1502-19) on Seller's consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income. Seller will allow Purchaser an opportunity to review and make reasonable comments upon such Tax Returns (including any amended returns) to the extent that they relate to the Acquired Companies. Seller will file all such Tax Returns consistent with past practice; provided, however, that if the treatment of any item on any such Tax Return or report has not been provided by prior practice, Seller shall not, without the consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), report such item in a manner that would adversely affect the Acquired Companies after the Closing Date. (c) Reimbursement. In the event that Seller or Purchaser is liable for any Taxes paid by the other Party with respect to any Tax Return, reimbursement shall be made promptly, but no later than the later of (i) thirty (30) days following written notice to the Person liable for the Tax from the Person that shall pay the Tax, or (ii) the date such Tax is required to be paid. (d) Seller shall provide Purchaser with any information that Purchaser reasonably requests to allow Purchaser to comply with Code section 6043A or any other information reporting requirements under the Code or other applicable law. 8.3 TAX CONTESTS; AUDIT RESPONSIBILITIES. (a) General Rule. Except as otherwise provided in this Section 8.3, the Party responsible for the Taxes under Section 8.1 shall control and bear the cost of the conduct of any Tax Contest, including determining actions taken to pay, compromise or settle such Taxes. (b) Seller's Tax Returns. In no event will Seller settle any such Tax Contest in a manner which would be reasonably expected to adversely affect Purchaser (or its Affiliates) 41

or any of the Acquired Companies after the Closing Date without Purchaser's prior written consent (which shall not be unreasonably withheld, conditioned or delayed). (c) Straddle Periods. In the case of any Straddle Period, the Party responsible for preparing and filing the affected Tax Return under Section 8.2 shall control the conduct of such Tax Contest, and the other Party shall have the right to participate in such Tax Contest to the extent the proceedings relate to any matter which may give rise to an indemnification payment by such other Party under this Article VIII, or (with respect to the participation right of Purchaser) to the extent the proceedings may adversely affect any of the Acquired Companies in the Post-Closing Period. The Party receiving the notice of such Tax Contest will provide the other Party with notice in writing of such Tax Contest involving the Acquired Companies within thirty (30) days of receiving such notice from the Governmental Authority. If the non-notifying Party does not respond within thirty (30) days of any such notice, they will be deemed to not participate in such Tax Contest. Neither Party may settle any such Tax Contest in a manner that would be reasonably expected to materially adversely affect the other without prior written consent (which shall not be unreasonably withheld). Seller shall indemnify Purchaser for any Losses that result to any of the Acquired Companies from the settlement by Seller of any Tax Contest for which Purchaser's written consent was not sought. Purchaser shall indemnify Seller for any Losses that result to Seller from the settlement by Purchaser of any Tax Contest for which Seller's written consent was not sought. In any Tax Contest where the non-notifying Party elects to participate, each Party shall bear its own costs for participating in such Tax Contest, and both Parties agree to cooperate in good faith. 8.4 CODE SECTION 338 ELECTION. Seller and Purchaser shall join in making an election under Code section 338(h)(10) (and any corresponding elections under state, local, or foreign tax Law, including any available election to avoid treatment consistent with an election under Code section 338(h)(10)) (collectively, a "SECTION 338(H)(10) ELECTION") with respect to the purchase and sale of the stock of any Acquired Companies for which the election can be made. Seller agrees to cooperate with Purchaser to take all actions necessary or appropriate to effect and preserve a timely Section 338(h)(10) Election with respect to Purchaser's acquisition of the stock, including, but not limited to, participating in the timely filing of IRS Form 8023 and 8883 and related or comparable forms for state, local, or foreign law purposes. Purchaser shall prepare all forms it reasonably believes are necessary or appropriate (including preparing the IRS Form 8883) to make the Section 338(h)(10) Election and shall provide them to Seller. Purchaser will allow Seller an opportunity to review and make reasonable comments upon such forms. Seller shall, following agreement by Purchaser and Seller regarding the content of such forms, promptly execute all of the forms Purchaser provides and return the appropriate executed copies to Purchaser for timely filing by Purchaser with the appropriate taxing authorities. 8.5 COOPERATION. (a) Each of Seller and Purchaser shall: (i) provide assistance to each other Party as reasonably requested in preparing and filing Tax Returns and responding to Tax audits or Tax authority disputes; 42

(ii) make available to each other Party as reasonably requested all relevant information, records, and documents relating to Taxes for any of the Acquired Companies; and (iii) retain any books and records that could reasonably be expected to be necessary or useful in connection with any preparation by any other Party of any Tax Return, or for any audit, examination, or proceeding relating to Taxes. (b) Seller shall contact Purchaser prior the disposition of any books and records as described in Section 8.5(a) and allow Purchaser to obtain such books and records within thirty (30) days of such notice. 8.6 OPTION EXERCISES AFTER CLOSING. With respect to any Seller Plan that permits an Acquired Employee to exercise options to acquire stock of Seller after Closing: (a) Seller will itself or will cause others to timely deliver all shares of Seller stock acquired pursuant to such exercises directly to the Acquired Employee. (b) Seller and Purchaser acknowledge and agree that (i) Seller shall claim all federal and state income Tax deductions associated with the exercise by the Acquired Employees of options to acquire stock of Seller after Closing, and (ii) Purchaser shall not claim any such deduction on its federal or state income Tax Returns; provided that nothing set forth herein shall be construed as a representation or warranty by Purchaser or NextNet as to any particular Tax treatment resulting from the exercise of such options. Notwithstanding anything to the contrary in the preceding sentence, if Seller notifies Purchaser that the Internal Revenue Service or a state taxing authority has successfully challenged Seller's entitlement to deduct amounts included in the Acquired Employees' income as a result of the exercise of options to acquire stock of Seller after Closing, Purchaser will, to the extent permitted by applicable Law, promptly take all steps requested by Seller and reasonably necessary to claim or cause to be claimed such deduction on its (or its Affiliates') federal or state income Tax Returns, as applicable, including through the filing of amended Tax Returns or refund claims. Seller will promptly reimburse Purchaser for any fees, costs and expenses reasonably incurred by Purchaser in complying with the preceding sentence. Purchaser will promptly pay to Seller any net Tax refund (or amount equal to any net reduction in Tax liability) resulting from the claiming of such deductions, when such refund or reduction is realized by Purchaser or its Affiliates. If Purchaser or any of its Affiliates claims any deduction in accordance with this Section 8.6(b) and such deduction is subsequently reduced or disallowed, Seller shall repay to Purchaser the amount previously paid to Purchaser (to the extent of such reduction or disallowance) plus any interest, penalties and additions to tax imposed on Purchaser or any of its Affiliates as a result of such reduction or disallowance. (c) Seller shall pay and be responsible (i) for withholding the applicable amounts of employee Taxes with respect to income recognized by the Acquired Employees upon the exercise of options to acquire Seller stock after Closing (the "EMPLOYEE WITHHOLDING TAXES") and for remitting such Employee Withholding Taxes and the applicable amounts of employer Taxes to the applicable Governmental Authority, and (ii) to report to the applicable taxing authorities the income recognized by the Acquired Employees upon exercise of options to acquire Seller stock after Closing as compensation paid by Seller or its Affiliates to the holders 43

of such options. Notwithstanding any other provision in this Agreement, Seller shall indemnify and hold harmless Purchaser and its Affiliates in respect of any Employee Withholding Taxes or employer Taxes resulting from the exercise of such options. (d) Prior to Closing, Seller may modify certain stock options held by Acquired Employees to obtain Seller's stock, which modifications will (depending on the particular optionee) accelerate vesting and/or extend the period after Closing during which the options remain exercisable, provided that the modifications will not cause the options to become subject to Code section 409A, based on a reasonable good faith interpretation of regulatory guidance currently available for Code section 409A. Other than the modifications described in the preceding sentence, neither Seller nor, prior to Closing, NextNet shall cause or permit any amendment, extension or other modification to be made to the terms of any option that may be exercised by an Acquired Employee to acquire stock of Seller after Closing, or to the terms of any Seller Plan affecting such an option, that could cause the option to become subject to Code section 409A. 8.7 TAXES NOT SUBJECT TO LIMITATIONS. The provisions of this Article VIII shall not be governed by the limitations contained in Section 11.3 and to the extent of any inconsistency between this Article VIII and Article XI, the provisions of this Article VIII shall control. ARTICLE IX CONDITIONS PRECEDENT 9.1 CONDITIONS TO OBLIGATIONS OF SELLER AND PURCHASER. The respective obligations of each of Seller and Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) No Injunction or Restraint. There shall not be in effect any temporary or permanent restraining order, decree, ruling or injunction or other order of a court or other Governmental Authority of competent jurisdiction directing that the transactions contemplated herein not be consummated, or making such consummation unlawful, or otherwise materially limiting or restricting ownership of NextNet or operation of the Business; provided, however, that each of the Parties shall have used their reasonable commercial efforts to prevent the entry of any such temporary or permanent restraining order, injunction or other order. (b) Regulatory Approvals. The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Subscription Agreement under the HSR Act shall have expired or been terminated, any filings required to be made under any other applicable Antitrust Laws shall have been made, and any approvals required to be obtained under any other applicable Antitrust Laws shall have been obtained. (c) No Action. No action, suit, proceeding or investigation before any Governmental Authority shall be pending or threatened that (i) seeks to prohibit, restrain or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement or (ii) could impair the ability of Purchaser to own or control NextNet, or operate the Business, following the Closing Date. 44

(d) Consents. All Consents by Third Parties set forth on Schedule 6.5(b), shall have been obtained. (e) Equity Subscription. The conditions to the consummation of the transactions contemplated by that certain Subscription Agreement, dated as of the date hereof (the "SUBSCRIPTION AGREEMENT"), by and between Seller and Purchaser, other than the condition set forth in Section 5(m) of such Subscription Agreement, shall have been satisfied or waived. 9.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF PURCHASER. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by Purchaser, at or prior to the Closing, of the following conditions: (a) Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of Seller contained in Article III shall be true, correct and complete as if made on and as of the Closing Date, other than changes specifically contemplated by this Agreement and representations and warranties that are expressly made only as of a specific date (in which case such representations and warranties shall be true, correct and complete as of such date). For purposes of determining whether the condition in this Section 9.2(a) is satisfied (and not for purposes of Article XI), all such representations and warranties (x) shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein and (y) after taking clause (x) into account, shall be deemed to be true, correct and complete unless breaches or inaccuracies thereof, individually or in the aggregate, result or would reasonably be expected to result in a Material Adverse Effect. Seller and NextNet shall have performed all of the obligations and complied with all of the covenants, agreements and conditions set forth in this Agreement or any Ancillary Agreement and required to be performed or complied with by them on or prior to the Closing. At Closing, Seller shall provide to Purchaser a certificate of an officer of Seller as to the foregoing in form and substance reasonably acceptable to Purchaser, and Purchaser shall be able to rely on such certificate for purposes of Article XI. (b) No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any Material Adverse Effect, or any fact, event, change, development or effect that is continuing that individually or when taken together in combination with any other facts, events, changes, developments or effects that are continuing, would reasonably be expected to have a Material Adverse Effect. (c) Employees. (i) The employees listed on Schedule 9.2(c)(i) hereof (i) shall have signed employment agreements, as applicable, with Purchaser in a form satisfactory to Purchaser in its sole discretion (but in compliance with Article VII hereof) (the "KEY EMPLOYEES") on or prior to the Closing Date and such agreements shall be in full force and effect as of the Closing Date and (ii) shall still be on the job and performing their usual and customary duties for NextNet or one of its Subsidiaries immediately before the Closing, subject to any leaves of absences required by Law to be recognized by NextNet or any other leave of absence consented to by Purchaser in its reasonable and good faith discretion. 45

(ii) At least eighty percent (80%) of the employees of NextNet, including Key Employees, who are engineers and who have been extended offers of employment by Purchaser (x) shall have signed offer letters accepting employment with Purchaser, on or prior to the Closing Date and such offer letters shall be in full force and effect as of the Closing and (y) shall still be on the job and performing their usual and customary duties for NextNet or one of its Subsidiaries immediately before the Closing. (d) Ancillary Agreements. Each of the Ancillary Agreements will have been executed and delivered by each of the other Parties thereto, and each such Ancillary Agreement shall be in full force and effect. (e) Required Deliveries. Seller shall have made each of the following deliveries: (i) an opinion of counsel to Seller in the form attached hereto as Exhibit B; (ii) a certificate executed by the Secretary or other appropriate officer of Seller certifying as of the date of Closing (i) a true and correct copy of the Certificate of Incorporation of NextNet, (ii) a true and correct copy of the Bylaws of NextNet, (iii) a true and correct copy of the resolutions of NextNet's Board of Directors and its sole stockholder, (iv) a true and correct copy of the resolutions of Seller's Board of Directors and (v) incumbency matters; (iii) a certificate of the Secretary of State of Delaware or other appropriate governmental official certifying the existence and/or good standing of NextNet and each of its Subsidiaries in their jurisdictions of organization; (iv) a certificate of the Secretary of State of Delaware certifying the good standing of Seller; (v) physical possession of all original minute books, corporate seals and stock or equity ownership records of NextNet and each of its Subsidiaries; (vi) resignations of each director and officer of NextNet and each of its Subsidiaries as requested by Purchaser prior to Closing; (vii) a release agreement in the form attached hereto as Exhibit C; (viii) the stock certificate(s) representing all of the Shares, duly endorsed for transfer, or together with an assignment separate from certificate executed by an authorized officer of Seller; and (ix) payoff letters with respect to the Closing Indebtedness Amount and all necessary UCC termination statements or other releases as may be required to evidence the satisfaction of such Closing Indebtedness Amount. 46

(f) Termination of Exclusive Arrangements. (i) Except as set forth on Schedule 9.2(f)(i), all exclusive rights granted by NextNet or one of its Subsidiaries to Seller or an Affiliate of Seller shall have been terminated, and Seller shall have provided to Purchaser evidence of such termination in a form and substance reasonably satisfactory to Purchaser. (ii) Without limiting the generality of subsection (i) above, subject to subsection (iii) below, the Master Purchase Agreement, Support Service Agreement and Escrow Agreement dated July 2003 between NextNet and Eagle River Holdings (by assignment from Flux Fixed Wireless LLC) (the "ER MASTER AGREEMENT") shall have been terminated in whole (including all licenses and any manufacturing rights granted thereunder), and Seller shall have provided to Purchaser evidence of such termination in a form and substance reasonably satisfactory to Purchaser. (iii) In the event the Inukshuk Agreement has not been assigned by Eagle River Canada, Inc. to Purchaser as contemplated by Section 6.7(c), (A) the ER Master Agreement shall not be terminated and (B) the ER Master Agreement shall be amended such that all rights granted to Eagle River Canada, Inc. thereunder, other than the right to buy product (but including all rights to exclusivity and all licenses and any manufacturing rights granted thereunder), shall have been terminated, and Seller shall have provided to Purchaser evidence of such amendment in a form and substance reasonably satisfactory to Purchaser. (g) FIRPTA Certificates. Each Acquired Company and Seller shall have delivered certificates, duly completed and executed by such person pursuant to Section 1.1445- 2(b)(2) of the Regulations, certifying that such person is not a "foreign person" within the meaning of Section 1445 of the Code. (h) NextNet Guarantee Releases. Seller shall have provided to Purchaser evidence, in form and substance reasonably satisfactory to Purchaser, that NextNet and its Subsidiaries have been, or will be concurrent with the Closing, released from any and all obligations (i) as a "Guarantor" under that certain Indenture of Seller dated August 5, 2005 and (ii) as a guarantor under any credit facility entered into by Seller, and shall have obtained releases of all Encumbrances, including appropriate UCC termination statements, against the property of NextNet and its Subsidiaries in connection therewith. 9.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by Seller, at or prior to the Closing, of the following conditions: (a) Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of Purchaser contained in Article IV shall be true, correct and complete as if made on and as of the Closing Date, other than changes specifically contemplated by this Agreement and representations and warranties that are expressly made only as of a specific date (in which case such representations and warranties shall be true, correct and complete as of such date). For purposes of determining whether the 47

condition in this Section 9.3(a) is satisfied (and not for purposes of Article XI), all such representations and warranties (x) shall be read without regard to any materiality qualifiers contained therein and (y) after taking clause (x) into account, shall be deemed to be true, correct and complete unless breaches or inaccuracies thereof, individually or in the aggregate, result or would reasonably be expected to result in a Material Adverse Effect. Purchaser shall have performed all of the obligations and complied with all of the covenants, agreements and conditions set forth in this Agreement and required to be performed or complied with by it on or prior to the Closing. At Closing, Purchaser shall provide to Seller a certificate of an officer of Purchaser as to the foregoing in form and substance reasonably acceptable to Seller, and Seller shall be able to rely on such certificate for purposes of Article XI. (b) Ancillary Agreements. Each of the Ancillary Agreements will have been executed and delivered by each of the other Parties thereto, and each such Ancillary Agreement shall be in full force and effect. ARTICLE X TERMINATION AND AMENDMENT 10.1 TERMINATION. This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of Purchaser and Seller; (b) by either Purchaser or Seller, if: (i) the Closing shall not have occurred on or before December 31, 2006 (the "OUTSIDE DATE"), unless the failure of the Closing to occur on or prior to such date is the result of a breach of this Agreement by the Party seeking to terminate this Agreement; (ii) if there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or if any judgment, injunction, order or decree enjoining Purchaser or Seller from consummating the transactions contemplated by this Agreement is entered and such judgment, injunction, order or decree shall become final and nonappealable; or (iii) either the Commercial Agreements or the Subscription Agreement is terminated. (c) by Seller (provided that it is not then in material breach of any of its representations, warranties, covenants or agreements under this Agreement), if Purchaser shall have breached any of its representations, warranties, covenants, obligations or other agreements under this Agreement; provided, however, that (x) the breach of the covenant, obligation, agreement, representation or warranty is incapable of being or has not been cured by Purchaser on or prior to the date which is fifteen (15) Business Days immediately following written notice by Seller to Purchaser of such breach or failure to perform and (y) such uncured breach or failure 48

would result in a condition to the obligations of Seller set forth in Section 9.1 and Section 9.3 not being satisfied; (d) by Purchaser (provided that it is not then in material breach of any of its representations, warranties, covenants or agreements under this Agreement), if Seller or NextNet, as applicable, shall have breached any of its representations, warranties, covenants, obligations or other agreements under this Agreement; provided, however, that (x) the breach of the covenant, obligation, agreement, representation or warranty is incapable of being or has not been cured by Seller on or prior to the date which is fifteen (15) Business Days immediately following written notice by Purchaser to Seller of such breach or failure to perform and (y) such uncured breach or failure would result in a condition to the obligations of Purchaser set forth in Section 9.1 and Section 9.2 not being satisfied. (e) The Party desiring to terminate this Agreement pursuant to Sections 10.1(b) through 10.1(d) shall give written notice of such termination to the other Parties in accordance with Section 12.1. 10.2 EFFECT OF TERMINATION. In the event of a termination of this Agreement by either Seller or Purchaser as provided in Section 10.1, this Agreement shall forthwith become void, and there shall be no liability or obligation on the part of Purchaser, NextNet or Seller, except with respect to Section 3.29 (Brokers), Section 4.4 (Brokers), Section 6.4 (Public Announcements), this Article X, Article XI (Survival and Indemnification) in so far as it relates solely to the other provisions of this Agreement set forth in this Section 10.2 and Article XII (General Provisions); provided, however, that nothing herein shall relieve any Party from liability for any breach, default or failure to fulfill any representation, warranty, covenant or agreement hereunder or pursuant to any Ancillary Agreement on or prior to the date of such termination. 10.3 AMENDMENT. This Agreement may not be amended except by a written instrument signed by each of the Parties. 10.4 FEES AND EXPENSES. Whether or not the transactions herein contemplated shall be consummated, Purchaser shall pay the fees, expenses and disbursements of Purchaser and its Representatives incurred in connection with the subject matter of this Agreement and any Ancillary Agreement and any amendments hereto or thereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Purchaser under this Agreement and any Ancillary Agreement. Whether or not the transactions herein contemplated shall be consummated, Seller shall pay its own fees, expenses and disbursements and those of NextNet and its Representatives incurred in connection with the subject matter of this Agreement and any Ancillary Agreements and any amendments hereto or thereto and all other costs and expenses related to or arising from this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby and/or incurred in the performance and compliance with all conditions to be performed by Seller and NextNet under this Agreement. 10.5 EXTENSION; WAIVER. At any time prior to the Closing, the Parties may, to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (c) waive 49

compliance with any of the agreements or conditions contained herein. Any agreement on the part of a Party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. The failure of any Party to this Agreement to assert any of its rights under this Agreement or under any Ancillary Agreement shall not constitute a waiver of those rights. ARTICLE XI SURVIVAL AND INDEMNIFICATION 11.1 SURVIVAL. All covenants and agreements contained in this Agreement, or in any document delivered pursuant hereto, shall survive the Closing until fully performed. All representations and warranties contained in this Agreement, or in any document delivered pursuant hereto, shall survive the Closing and shall continue to be fully effective and enforceable for a period of eighteen (18) months from the Closing Date; provided, however, that the representations and warranties contained in (a) Section 3.17, Section 3.21 and Section 3.24 shall survive the Closing and shall continue to be fully effective and enforceable for a period of the later to occur of eighteen (18) months from the Closing Date and thirty (30) days after the expiration of the applicable statute of limitations; and (b) Section 3.5 shall survive indefinitely. The foregoing sentence notwithstanding, any liability which results from fraud on the part of the other Party or liability for claims relating to the representations and warranties contained in Section 3.5, for which indemnity would otherwise be available under Section 11.2, may be asserted at any time following Closing. Notwithstanding the foregoing, any claim for indemnification under this Article XI (a "CLAIM") that is asserted by written notice within the applicable survival period shall survive until resolved by the Parties or pursuant to a final non-appealable judicial determination. The representations and warranties contained in this Agreement and Ancillary Agreements shall not be affected by any investigation, verification or examination by any Party hereto or by anyone on behalf of any such Party. 11.2 INDEMNIFICATION. (a) Subject to Section 11.3(a), in the event the Closing occurs, Seller will indemnify and hold harmless Purchaser and its Affiliates, including NextNet, and their respective Representatives, heirs, executors, successors and assigns (collectively, the "PURCHASER INDEMNIFIED PARTIES") from and against, and the Purchaser Indemnified Parties shall be paid or reimbursed for, any and all losses, damages, costs, expenses (including court costs, amounts paid in settlement, judgments, reasonable attorneys' fees or other expenses, including costs and expenses for investigating, defending and enforcing its rights under this Article XI if such party is the prevailing party in any such proceeding), suits, actions, claims, liabilities or obligations (collectively, "LOSSES"), arising from, related to or caused by: (i) any inaccuracy in or breach of any representation and warranty made by Seller in this Agreement or in any document delivered with respect hereto and thereto (including the certificate of officer delivered by Seller pursuant to Section 9.2(a)); 50

(ii) the nonfulfillment, nonperformance or other breach of any covenant or agreement of Seller or NextNet set forth in this Agreement or in any document delivered pursuant hereto or thereto; (iii) any claim by any former stockholder of NextNet, or any other Person, seeking to assert, or based upon (a) ownership or rights to ownership of any shares of NextNet Common Stock or any other rights of a holder of capital stock of NextNet, including any option, preemptive rights or rights to notice or to vote, (b) any rights under NextNet's Certificate of Incorporation or Bylaws, or (c) any claim that his, her or its shares of NextNet Common Stock or other capital stock were wrongfully repurchased by NextNet or issued or sold to such Person in violation of any securities Laws, whether or not facts relating to any of the foregoing have been disclosed in the schedules to this Agreement; (iv) the failure to pay any Transaction Expenses prior to or at the Closing; and (v) the matter identified in paragraph 4 on Schedule 3.18. The indemnity provided for in this Section 11.2(a) is not limited to matters asserted by Third Parties against any Purchaser Indemnified Party, but includes any Loss incurred or sustained by any Purchaser Indemnified Party in the absence of Third Party Claims. (b) Subject to Section 11.3(b), in the event the Closing occurs, Purchaser will indemnify and hold harmless Seller, its Affiliates, each of their respective Representatives, heirs, executors, successors and assigns (collectively, the "SELLER INDEMNIFIED PARTIES") from and against, and the Seller Indemnified Parties shall be paid or reimbursed for, any and all Losses arising from, related to or caused by: (i) any inaccuracy in or breach of any representation and warranty made by Purchaser in this Agreement or in any document delivered with respect hereto (including the certificate of officer delivered by Purchaser pursuant to Section 9.3(a)); (ii) the nonfulfillment, nonperformance or other breach of any covenant or agreement of Purchaser contained in this Agreement or in any document delivered pursuant hereto or thereto. The indemnity provided for in this Section 11.2(b) is not limited to matters asserted by Third Parties against any Seller Indemnified Party, but includes any Loss incurred or sustained by any Seller Indemnified Party in the absence of Third Party Claims. 11.3 LIMITATIONS ON INDEMNIFICATION. (a) Notwithstanding any other provision of this Article XI, Seller shall not be liable under Section 11.2(a)(i) unless and until the aggregate amount of all Losses pursuant to Section 5.2(b), Article VIII or Section 11.2(a) exceeds $200,000 (the "THRESHOLD AMOUNT"); provided, however, the Threshold Amount will not apply with respect to any Losses for which a Purchaser Indemnified Party is entitled to indemnification pursuant to Section 11.2(a)(i) arising from or caused by a breach of the representations or warranties set forth in Section 3.5, Section 51

3.7(b), Section 3.17 or Section 3.24. Upon reaching such amount, Seller shall be liable to the Purchaser Indemnified Parties for all Losses under Section 11.2(a)(i) up to an aggregate amount equal to $13,000,000 (the "MAXIMUM AMOUNT"); provided, however, the Maximum Amount will not apply with respect to any Losses for which a Purchaser Indemnified Party is entitled to indemnification pursuant to Section 11.2(a)(i) arising from or caused by a breach of the representations or warranties set forth in Section 3.5, Section 3.7(b), Section 3.17 or Section 3.24, and none of such Losses shall count towards satisfaction of the Maximum Amount; provided, further, in no event shall Seller's liability under this Article XI exceed the Purchase Price. (b) Notwithstanding any other provision of this Article XI, Purchaser shall not be liable under Section 11.2(b)(i) unless and until the aggregate amount of all Losses pursuant to Article VIII or Section 11.2(b) exceeds the Threshold Amount. Upon reaching such amount, Seller shall be liable to the Purchaser Indemnified Parties for all Losses under Section 11.2(b)(i) up to an aggregate amount equal to the Maximum Amount; provided, however, in no event shall Purchaser's liability under this Article XI exceed the Purchase Price. (c) Liability of Seller for fraud or willful misrepresentation of Seller or NextNet, and liability of Purchaser for fraud or willful misrepresentation of Purchaser, shall not be limited by the provisions of Section 11.1 or this Section 11.3. 11.4 MATTERS INVOLVING THIRD PARTIES. (a) If any Third Party shall notify either Purchaser or Seller (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against the other Party (the "INDEMNIFYING PARTY") under this Article XI, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. (b) Subject to Sections 11.4(d) and (e), the Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice so long as (i) the Indemnifying Party notifies the Indemnified Party in writing, within ten (10) Business Days after the Indemnified Party has given notice of the Third Party Claim, that the Indemnifying Party will assume the defense of the Third Party Claim, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. Notwithstanding the foregoing, if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such action, suit, investigation, inquiry or proceeding or that there may be legal defenses available to such Indemnified Party different from or in addition to those available to the Indemnifying Party, then counsel for the Indemnified Party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the Indemnified Party, at the expense of the Indemnifying Party, provided that (x) this Section 11.4(b) shall not apply to any Third Party IP Claim (as 52

hereinafter defined) and (y) the Indemnifying Party shall have no liability for expenses for more than one outside counsel for all Indemnified Parties with respect to a Third Party Claim. (c) So long as the conditions set forth in Section 11.4(b) are satisfied and the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 11.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which will not be unreasonably withheld or delayed); provided, however, that no consent of the Indemnified Party shall be required for any judgment or settlement involving only money damages so long as neither the Indemnified Party nor its Affiliates has any obligations, restrictions or liabilities related to such judgment or settlement. (d) In the event any of the conditions in Section 11.4(b) above is or becomes unsatisfied, however, or in the event the Third Party Claim is a Third Party IP Claim (i) the Indemnified Party shall have the right to control, defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain written consent from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses of one outside counsel), and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third Party Claim to the extent provided in this Article XI. (e) Notwithstanding the foregoing, if, following the Closing, NextNet, one of its Subsidiaries or Purchaser is named as a defendant or receives notice of any Third Party Claim alleging that any of the IP Assets infringe any Intellectual Property Rights of any Third Party (a "THIRD PARTY IP CLAIM"), then Purchaser will give prompt written notice to Seller, even if such Third Party IP Claim may not be the subject of a possible claim for indemnification under this Agreement. Purchaser shall have the right to control the defense and settlement of any such Third Party IP Claim in any manner it may reasonably deem appropriate. In the event Purchaser does not assume control of the defense and settlement of the Third Party IP Claim, Seller will not settle any such Third Party IP Claim or pursue a defense strategy that is likely to establish a precedential practice or position that is adverse to the continuing business interests of Purchaser with respect to the IP Assets or Intellectual Property Rights of NextNet or one of its Subsidiaries without first consulting with Purchaser and giving Purchaser the opportunity, at Purchaser's election and expense, to conduct any additional action or defense that is, in Purchaser's opinion, necessary to protect Purchaser's on-going business interests. (f) If an Indemnified Party should have a claim against any Indemnifying Party that does not involve a Third Party Claim, then such Indemnified Party shall deliver a notice to such Indemnifying Party as promptly as practicable after becoming aware of a claim 53

containing reasonable detail of the specific facts and circumstances pertaining thereto; provided, however, that no delay on the part of such Indemnified Party in notifying such Indemnifying Party will relieve such Indemnifying Party from any obligation under this Article XI unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. (g) Authority to Settle or Pay Small Claims. Notwithstanding the other provisions of this Section 11.4, if a Third Party asserts that a Purchaser Indemnified Party is liable to such Third Party for a monetary or other obligation which individually may constitute or result in Losses not to exceed $50,000 for which such Purchaser Indemnified Party may be entitled to indemnification pursuant to this Article XI, and such Purchaser Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Purchaser Indemnified Party will be entitled to satisfy such obligation, without prior notice to or consent from the Indemnifying Party, (ii) such Purchaser Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article XI, and (iii) such Purchaser Indemnified Party will be reimbursed, in accordance with the provisions of this Article XI, for any such Losses for which it is entitled to indemnification pursuant to this Article XI, subject to the right of the Indemnifying Party to dispute the Purchaser Indemnified Party's entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article XI. This Section 11.4(g) will not be applicable to payments which aggregate more than $150,000. (h) All indemnification payments under this Article XI shall be deemed adjustments to the Purchase Price and the Parties shall treat such payments as such for Tax purposes. 11.5 OTHER INDEMNIFICATION PROVISIONS. Following the Closing, the foregoing indemnification provisions under this Article XI are (x) the exclusive remedy for claims in respect of any breach of representations or warranties or claims made based on facts alleged that, if true, would have constituted any such misrepresentation or breach and (y) in addition to, and not in derogation of, any statutory, equitable or common law remedy any Party may have for a breach of any covenant. 11.6 NO CIRCULAR RECOVERY. Seller shall not be entitled to make any claim for indemnification or contribution or against NextNet, Purchaser or any of their Affiliates whether such claim is (a) pursuant to any statute, charter, bylaw, contractual obligation or otherwise or (b) by reason of the fact that Seller was a controlling Person of NextNet, in each case, with respect to any matter relating to or arising out of a matter which is subject to the provisions of Section 11.2. ARTICLE XII GENERAL PROVISIONS 12.1 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given if (i) delivered personally, (ii) sent by facsimile, with confirming copy 54

sent as set forth in clause (iii), or (iii) sent by Federal Express, DHL, UPS or overnight courier (providing proof of delivery) to the Parties, in each case at the following addresses: if to Purchaser, or NextNet following the Closing, to: Motorola, Inc. 1475 W. Shure Drive Arlington Heights, Illinois 60004 Attention: Kevin J. Gilbert Facsimile No: 847.632.3020 with copies to: Motorola, Inc. Law Department 1303 E. Algonquin Road Schaumburg, Illinois 60196 Attention: General Counsel Facsimile No: 847.576.3750 and Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60606 Attention: Oscar A. David Facsimile: 312.558.5700 if to Seller, or NextNet prior to Closing, to: Clearwire Corporation 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, Washington 98033 Attn: Broady Hodder, General Counsel Facsimile: 425-216-7900 with a copy to: Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, Washington 98121 Attn: Julie A. Weston, Esq. Facsimile: 206-628-7699 Unless otherwise specified herein, such notices or other communications shall be deemed effective, (a) on the date received, if personally delivered or sent by facsimile during normal business hours, or (b) if delivered by overnight courier, on the date delivered as established by 55

return receipt or courier service confirmation or the date on which the return receipt or courier service confirms that acceptance of delivery was returned by the addressee. Each of the Parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other Parties hereto. 12.2 INTERPRETATION. When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." 12.3 COUNTERPARTS. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed counterpart by facsimile shall be effective to the fullest extent permitted by applicable Law. 12.4 ENTIRE AGREEMENT, NO THIRD-PARTY BENEFICIARIES. This Agreement, the NDA, the Ancillary Agreements and all exhibits and schedules hereto and thereto and the documents delivered pursuant hereto or thereto, constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement, except as specifically set forth in the provisions of Article X (Termination and Amendment), Article XI (Survival and Indemnification) and Article XII (General Provisions), is not intended to confer upon any Person other than the Parties any rights or remedies. 12.5 GOVERNING LAW. This Agreement, and any disputes arising out of or relating thereto, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. 12.6 ASSIGNMENT. Neither this Agreement nor any rights, interests or obligations hereunder shall be assigned in whole or in part by any Party (whether by operation of Law or otherwise) without the prior written consent of the other Parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. 12.7 SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, then all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to the fullest extent possible. If the 56

Parties (after negotiation in good faith) are unable to so agree, then each Party hereto intends that such term of other provisions will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Law. 12.8 ENFORCEMENT OF THIS AGREEMENT. The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Purchaser shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, such remedy being in addition to any other remedy to which Purchaser is entitled at Law or in equity. Each of the Parties hereby irrevocably waives to the fullest extent permitted by applicable Law any requirement that the other Party post a bond or other security in any action to enforce its rights with respect to this Agreement. 12.9 EXTENSION; WAIVER. At any time prior to the Closing, either Seller or Purchaser may, to the extent permitted by applicable Law (a) extend the time for the performance of any of the obligations or other acts of the other Party (b) waive a breach of a representation or warranty of such other Party contained herein or in any Ancillary Agreement hereto or (c) waive compliance by such other Party hereto with any of the agreements or conditions contained herein or in any Ancillary Agreement. Any such extension or waiver shall be valid if set forth in a written instrument signed by such Party or Parties giving the extension or waiver. No waiver of any of the provisions of this Agreement or any Ancillary Agreement shall be deemed or shall constitute a waiver of any other provision hereof or thereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. The failure of any Party to this Agreement to assert any of its rights under this Agreement or under any Ancillary Agreement shall not constitute a waiver of those rights. 12.10 DISPUTES. (a) Purchaser and Seller agree to use reasonable efforts to resolve between themselves any dispute they have with respect to the matters covered hereby, pursuant to the Ancillary Agreements or any agreement or document delivered pursuant hereto or thereto, including any amendments hereof and thereof. (b) (i) Except for disputes concerning Intellectual Property Rights of NextNet and its Subsidiaries which must be submitted to a court of competent jurisdiction, as determined pursuant to Section 12.11, to the extent that any misunderstanding or dispute cannot be resolved agreeably in a friendly manner, the dispute will be mediated by a mutually-acceptable mediator to be chosen by Purchaser and Seller within forty-five (45) days after written notice by one of the Parties is delivered to the other demanding mediation. Neither Party may unreasonably withhold consent to the selection of a mediator; however, either Party may request a postponement of the mediation until each Party has completed specified but limited discovery with respect to a dispute. The Parties may also agree to attempt to resolve their dispute by some other form of alternate dispute resolution ("ADR") in lieu of mediation. (ii) Any dispute, other than a dispute concerning Intellectual Property Rights of NextNet and its Subsidiaries which must be submitted to a court of competent 57

jurisdiction, as determined pursuant to Section 12.11, which the Parties cannot resolve through negotiation, mediation or other form of ADR within three (3) months of the date of the initial demand for it by one of the Parties may then be submitted to a court of competent jurisdiction for resolution. The use of any ADR procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Nothing in this Section 12.10(b) will prevent either Party from resorting to judicial proceedings if (A) good faith efforts to resolve the dispute under these procedures have been unsuccessful or (B) interim relief from a court is necessary to prevent serious and irreparable injury to one Party or to others. Each of Purchaser and Seller shall bear its costs of mediation or ADR, but Purchaser and Seller agree to share the costs of the mediation or ADR equally. 12.11 JURISDICTION. The Parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in Wilmington, Delaware over any dispute arising out of or relating to this Agreement or any agreement or instrument contemplated hereby or entered into in connection herewith or any of the transactions contemplated hereby. Each Party hereby irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts (and the courts hearing appeals from such courts). The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum in connection therewith. EACH OF THE PARTIES HERETO WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING SEEKING ENFORCEMENT OF SUCH PARTY'S RIGHTS UNDER THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY OR ENTERED INTO IN CONNECTION HEREWITH OR THEREWITH OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 12.12 AUTHORSHIP. The Parties hereto agree that the terms and language of this Agreement were the result of negotiations between the Parties and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any of the Parties. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation. 12.13 NO JOINT VENTURE. Nothing in this Agreement creates a joint venture or partnership between the Parties. This Agreement does not authorize any Party (a) to bind or commit, or to act as an agent, employee or legal representative of, another Party, except as may be specifically set forth in other provisions of this Agreement, or (b) to have the power to control the activities and operations of another Party. The Parties are independent contractors with respect to each other under this Agreement. Each Party agrees not to hold itself out as having any authority or relationship contrary to this Section 12.13. 58

ARTICLE XIII DEFINITIONS As used in this Agreement, the following terms have the meanings specified or referred to in this Article XIII and shall be equally applicable to both the singular and plural forms. Any agreement referred to below shall mean such agreement as amended, supplemented or modified from time to time to the extent permitted by the applicable provisions thereof and by this Agreement. Any reference to a statute refers to the statute, any amendments or successor legislation, and all regulations promulgated under or implementing the statute, as in effect at the relevant time. "ACCOUNTS RECEIVABLE" has the meaning set forth in Section 3.9. "ACQUIRED COMPANY" means NextNet or any of the Subsidiaries, and the "ACQUIRED COMPANIES" means NextNet and all of the Subsidiaries. "ACQUIRED EMPLOYEES" means those employees of Seller, NextNet or one of their Affiliates immediately prior to the Closing who are identified as such on Schedule 3.25(a) (which shall also identify any Acquired Employees who immediately prior to the Closing are on a company-approved leave of absence, and the type and duration of such approved leave applicable to each such Acquired Employee). Seller shall prepare and provide to Purchaser an initial version of Schedule 3.25(a) on the date of this Agreement, and an updated version thereof on the Closing Date. "ACQUISITION PROPOSAL" means any inquiry, offer, proposal or indication of interest by a Third Party which relates to a transaction or series of transactions (including any merger, consolidation, recapitalization, liquidation, amalgamation or other direct or indirect business combination) to acquire all or substantially all of the assets of NextNet, to exclusively license all or substantially all of NextNet's Intellectual Property, or the portion thereof necessary for the conduct of the Business, or the acquisition of five percent (5%) or more of the outstanding shares of NextNet Common Stock or any tender or exchange offer that, if consummated, would result in any Person, together with all Affiliates thereof, becoming a "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act) of five percent (5%) or more of the outstanding shares of NextNet Common Stock. "ACTIONS" means any claim, action, suit, litigation, complaint, charge, hearing, arbitration, mediation, inquiry, proceeding or investigation by or before any Governmental Authority. "ADR" has the meaning set forth in Section 12.10(b). "AFFILIATE" means, with respect to any Person, any other Person, directly or indirectly, controlling, controlled by, or under common control with, such Person. For purposes of this definition, the term "control" (including the correlative terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership 59

of voting securities, by contract, or otherwise. For purposes of Section 3.26, "Affiliate" shall include any entity described in the definition of "Seller Plans." "AFFILIATED GROUP" means a group of corporations (consisting of Seller and/or any of its Subsidiaries) with which NextNet filed consolidated, combined, unitary or similar Tax Returns. "AGREEMENT" has the meaning set forth in the introductory paragraph of this Agreement. "ALLOCATION SCHEDULE" has the meaning set forth in Section 1.3. "ANCILLARY AGREEMENTS" means the Commercial Agreements and any documents and agreements delivered in connection therewith. "ANTITRUST LAWS" means any federal, state or foreign Law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade. "BUSINESS" has the meaning set forth in the Recitals to this Agreement. "BUSINESS DAY" means any day, other than a Saturday, Sunday or one on which banks are authorized to close in Chicago, Illinois. "CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act. "CLAIM" has the meaning set forth in Section 11.1. "CLOSING" has the meaning set forth in Section 1.4. "CLOSING DATE" has the meaning set forth in Section 1.4. "CLOSING INDEBTEDNESS AMOUNT" means the aggregate amount of the outstanding balance of Indebtedness for Borrowed Money of NextNet and its Subsidiaries as of the opening of business on the Closing Date; provided that for purposes of such calculation, all interest, prepayment penalties, premiums, fees and expenses (if any) which would be payable if such Indebtedness for Borrowed Money was paid in full at the Closing shall be treated as part of the Closing Indebtedness Amount. "CLOSING PAYMENT" has the meaning set forth in Section 1.2. "CLOSING WORKING CAPITAL" means the Working Capital as of the Closing Date. "CODE" means the Internal Revenue Code of 1986, as amended. "COMMERCIAL AGREEMENTS" means the Wireless Broadband System Services Agreement, the Wireless Broadband System Infrastructure Agreement and the Wireless Broadband CPE Supply Agreement, each dated as of the Closing Date by and between Purchaser and Seller or one of its Affiliates in the form attached hereto as Exhibit D. 60

"CONSENTS" means, with respect to a Person, any consent, approval, waiver, order or authorization of, or registration, declaration or other action or filing with, or exemption by, such Person. "COPYRIGHTS" means rights in: (a) all classes and types of copyrights, mask work rights, the works covered thereby and any derivative works thereof (including the exclusive right to use, make recordings of, reproduce, modify, adapt, edit, enhance, maintain, support, market, sell, rent, sell for rental, sublicense, distribute copies of, publicly and privately, display and publicly and privately perform, exploit, and exhibit the copyrighted work and to prepare derivative works); (b) copyright and mask work applications and registrations including extensions and renewals thereof; and (c) foreign counterparts of any of the foregoing anywhere in the world, and all rights therein and thereto. "DIRECT CONTRACTS" has the meaning set forth in Section 3.16(c). "DISPUTE NOTICE" has the meaning set forth in Section 2.3. "EMPLOYEE BENEFIT PLAN" means: (a) any plan, fund, agreement, arrangement or program, written or oral, that provides health, medical, surgical, hospital or dental care or other welfare benefits, or benefits in the event of sickness, accident or disability, or death benefits, apprenticeship or other training programs, or day care centers, scholarship funds, or prepaid legal services; (b) any plan, fund, agreement, arrangement or program, written or oral, that provides retirement income to employees or results in a deferral of income by employees for periods extending to the termination of covered employment or beyond; (c) any plan, fund, agreement, arrangement or program, written or oral, that provides severance, unemployment, paid time off or fringe benefits (including dependent care and health care accounts); (d) any incentive compensation plan, deferred compensation plan, stock option, stock purchase or other stock-based incentive or compensation plan, whether written or oral; or (e) any other "employee pension benefit plan" (as defined in Section 3(2) of ERISA), any other "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), and any other written or oral any plan, fund, agreement, arrangement or program involving direct or indirect compensation including, without limitation, insurance coverage, severance benefits, disability benefits, fringe benefits, pension or retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation. "EMPLOYEE WITHHOLDING TAXES" has the meaning set forth in Section 8.6(c). "ENCUMBRANCE" means any claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, mortgages, hypothecations, title 61

retention agreements, indentures, security agreements or any other similar limitations, encumbrances or restrictions of any kind. "ENVIRONMENTAL LAWS" means all federal, state and local Laws, regulations, rules and ordinances relating to pollution or protection of the environment or human health and safety, including Laws relating to releases or threatened releases of Hazardous Substances into the indoor or outdoor environment (including ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, release, transport or handling of Hazardous Substances; all Laws and regulations with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances; and all Laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources. "ER MASTER AGREEMENT" has the meaning set forth in Section 9.2(f)(ii). "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. "EXPORT APPROVALS" has the meaning set forth in Section 3.27(a). "FCPA" has the meaning set forth in Section 3.28. "FINANCIAL STATEMENTS" has the meaning set forth in Section 3.7(a). "GAAP" means United States generally accepted accounting principles and practices. "GOVERNMENTAL AUTHORITY" means any federal, state, local, tribal or foreign government or authority, or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency. "HAZARDOUS MATERIALS" has the same meaning as such term is given in Environmental Laws. "HAZARDOUS SUBSTANCE" has the same meaning as such term is given in Environmental Laws. "HAZARDOUS WASTE" has the same meaning as such term is given in Environmental Laws. "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. "IMPROVEMENTS" has the meaning set forth in Section 3.12(d). "INDEBTEDNESS" means, with respect to any Person, without duplication, (a) obligations for borrowed money ("INDEBTEDNESS FOR BORROWED MONEY"), (b) obligations evidenced by 62

bonds, debentures, notes or similar instruments, (c) letters of credit issued for the account of such Person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (d) capitalized lease obligations, and (e) guarantees and arrangements having the economic effect of a guarantee of any indebtedness of the type described in clauses (a) through (d) above of any other Person. "INDEMNIFIED PARTY" has the meaning set forth in Section 11.4(a). "INDEMNIFYING PARTY" has the meaning set forth in Section 11.4(a). "INDEPENDENT AUDITOR" has the meaning set forth in Section 2.3. "INSURANCE" means binders, policies of insurance, self insurance programs or fidelity bonds. "INTELLECTUAL PROPERTY RIGHTS" means the following throughout the world, whether registered or unregistered, as applicable: (i) Patent Rights; (ii) Proprietary Rights; (iii) Copyrights; (iv) Trademarks; and (v) any similar corresponding or equivalent intellectual property rights to any one of the foregoing. "INUKSHUK AGREEMENT" has the meaning set forth in Section 6.7(c). "INVESTMENT COMPANY ACT" has the meaning set forth in Section 3.30. "INVESTMENTS" has the meaning set forth in Section 3.4(d). "IP ASSETS" means those Intellectual Property Rights and Proprietary Information and Technology that are used in the conduct of the Business as currently conducted by NextNet and its Subsidiaries. "IRS" has the meaning set forth in Section 3.17(b). "KEY EMPLOYEES" has the meaning set forth in Section 9.2(c)(i). "KNOWLEDGE" means, with respect to Seller, the actual knowledge, information and belief of the co-Chief Executive Officers, co-Presidents, Chief Operating Officer and Chief Financial Officer of Seller and the Chief Executive Officer, President, Chief Operating Officer and Chief Financial Officer of NextNet, in each case after making reasonable inquiry of their respective direct reports and other persons whom, by the nature of the normal duties of their position, would reasonably be expected to know. "LAW" means any law, rule, regulation, judgment, code, ruling, statute, order, ordinance, decree or other requirement of, including the terms of any license or permit issued by, any Governmental Authority. "LEASES" has the meaning as set forth in Section 3.12(b). 63

"LIABILITIES" means any and all debts, liabilities, guarantees, commitments and obligations, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including whether arising out of any contract or any tort based on negligence or strict liability) and whether or not the same would be required by GAAP to be stated in financial statements or disclosed in the notes thereto. "LICENSES AND PERMITS" has the meaning set forth in Section 3.15. "LOSSES" has the meaning set forth in Section 11.2(a). "MAJOR CUSTOMER" has the meaning set forth in Section 3.16(a)(i). "MAJOR CUSTOMER CONTRACT" has the meaning set forth in Section 3.16(a)(i). "MAJOR SUPPLIER" has the meaning set forth in Section 3.16(a)(iii). "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise), operations or revenues of NextNet and its Subsidiaries, taken as a whole or (b) the ability of Seller to perform its obligations pursuant to this Agreement and to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement; provided, however, that for purposes of clause (a) of this definition neither of the following shall, in and of itself, constitute a Material Adverse Effect: (i) any effect proximately caused by any action taken, or failure to take action, by NextNet to which Purchaser has consented in writing or (ii) any effect proximately caused by the compliance with the terms contained herein or the performance of covenants provided herein. "MATERIAL CONTRACTS" has the meaning set forth in Section 3.16(a). "MAXIMUM AMOUNT" has the meaning set forth in Section 11.3(a). "MOST RECENT BALANCE SHEET" has the meaning set forth in Section 3.7(a). "NATIONAL PRIORITIES LIST" has the same meaning as such term is given in Environmental Laws. "NEXTNET" has the meaning set forth in the introductory paragraph of this Agreement. "NEXTNET COMMON STOCK" means the common stock, par value $0.0001 per share, of NextNet. "NEXTNET PLANS" means the Employee Benefit Plans that are or have been maintained or contributed to by NextNet or under which NextNet has or may have any liabilities. "NEXTNET PTO POLICY" has the meaning set forth in Section 7.4. "NEXTNET SOFTWARE" means the Software, regardless of the Software's stage of development, and all enhancements, versions, releases and updates thereto and derivatives 64

thereof existing as of the date hereof, in each case currently owned by NextNet or any of its Subsidiaries. "NEXTNET STATEMENTS" has the meaning set forth in Section 3.7(a) "NDA" has the meaning set forth in Section 6.2. "OFCCP" means the Office of Federal Contract Compliance Programs of the U.S. Department of Labor's Employment Standards Administration. "OUTSIDE DATE" has the meaning set forth in Section 10.l(b)(i). "OWNED IP" means Intellectual Property Rights and Proprietary Information and Technology that are currently owned by NextNet and its Subsidiaries. "PARTY" means each of Seller, NextNet or Purchaser, individually, and "PARTIES" means all of the foregoing collectively. "PATENT RIGHTS" means right in all classes or types of patents and patent applications, including utility models, provisional applications, petty patents, design patents, registered industrial designs and all other similar protection of inventions as recognized by applicable Law, in all countries of the world and all continuations, continuations-in-part, divisions, or reissues. "PERMITTED ENCUMBRANCES" means statutory liens for current Taxes, special assessments or other governmental charges not yet due and payable. "PERSON" means any individual, corporation, partnership, association, limited liability company, joint venture, association, trust, unincorporated organization or other entity (including any Person as defined in Section 13(d)(3) of the Exchange Act) or Governmental Authority. "PERSONAL PROPERTY LEASES" has the meaning set forth in Section 3.13. "PLAN TERMINATION DATE" has the meaning set forth in Section 7.7 "POST-CLOSING BALANCE SHEET" has the meaning set forth in Section 2.2. "POST-CLOSING PERIOD" means any taxable period or portion of a period that begins after the Closing Date and the portion of any Straddle Period beginning after the Closing Date. "PRE-CLOSING BALANCE SHEET" has the meaning set forth in Section 2.1(a). "PRE-CLOSING PERIOD" means any taxable period or portion of a period ending on or before the Closing Date and the portion of the Straddle Period ending on the Closing Date. The Closing Date is specifically included in any Pre-Closing Period. "PRELIMINARY WORKING CAPITAL" means the good faith estimate of the Working Capital as of the Closing Date as determined in accordance with Section 2.1(a). 65

"PROPRIETARY INFORMATION AND TECHNOLOGY" means confidential ideas and information, inventions (whether or not patentable), invention disclosures, information maintained as trade secrets, know-how, concepts, processes, formulae, patterns, molds, tooling, industrial models or designs, engineering data, cost data, compilations of information, copyrightable material, reports, databases and data collections, algorithms, Software, methods of manufacture, methods of use, business methods, process flow sheets, customer lists, mailing lists, plans and reports, or other similar confidential or proprietary data and information. "PROPRIETARY RIGHTS" means all trade secret rights and all other rights of a proprietary nature (under the applicable Laws of applicable jurisdictions anywhere in the world) relating to Proprietary Information and Technology. "PURCHASE PRICE" has the meaning set forth in Section 1.2. "PURCHASER" has the meaning set forth in the introductory paragraph of this Agreement. "PURCHASER 401(K) PLAN" has the meaning set forth in Section 7.6. "PURCHASER INDEMNIFIED PARTIES" has the meaning set forth in Section 11.2(a). "PURCHASER PLANS" means those Employee Benefit Plans maintained or contributed to by Purchaser and under which the Acquired Employees will be eligible to participate after the Closing. "PURCHASER PTO POLICY" has the meaning set forth in Section 7.4. "PURCHASER SEVERANCE PLAN" has the meaning set forth in Section 7.3. "REGISTERED INTELLECTUAL PROPERTY" has the meaning set forth in Section 3.23(a). "REGULATIONS" means the final and temporary (but not proposed) income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). "REMEDIAL ACTION" has the same meaning as such term is given in Environmental Laws. "REMOVAL" has the same meaning as such term is given in Environmental Laws. "REPRESENTATIVE" means, with respect to any Person, its officers, directors, investment bankers, attorneys, accountants, consultants or other agents, advisors or representatives. "RESTRICTED BUSINESS" has the meaning set forth in Section 6.6(a). "SECTION 338(H)(10) ELECTION" has the meaning set forth in Section 8.4. "SELLER" has the meaning set forth in the introductory paragraph of this Agreement. "SELLER 401(K) PLAN" has the meaning set forth in Section 7.6. 66

"SELLER ACQUISITION DATE" has the meaning set forth in Section 3.3(b). "SELLER INDEMNIFIED PARTIES" has the meaning set forth in Section 11.2(b). "SELLER PLANS" means the Employee Benefit Plans that are or have been maintained or contributed to by Seller or any other entity (other than NextNet) that is aggregated with Seller under the provisions of Sections 414(b), (c), or (m) of the Code or under which Seller (or any such entity) has or may have any liabilities. "SELLER STATEMENTS" has the meaning set forth in Section 3.7(a). "SHARES" has the meaning set forth in the Recitals to this Agreement. "SOFTWARE" means computer software programs, including software compilations, software tool sets, compilers, higher level or "proprietary" languages and all related programming and user documentation, whether in source code, object code or human readable form, or any translation or modification thereof that substantially preserves its original identity. "SOLID WASTE" has the same meaning as such term is given in Environmental Laws. "STOCK EQUIVALENTS" has the meaning set forth in Section 3.5(a). "STRADDLE PERIOD" means any taxable period that begins before and ends after the Closing Date. "SUBCONTRACTS" has the meaning set forth in Section 3.16(c). "SUBSCRIPTION AGREEMENT" has the meaning set forth in Section 9.1(e). "SUBSIDIARY" means, with respect to any Person, any other domestic or foreign corporation, limited liability company, general or limited partnership, unincorporated association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. "TAX" and "TAXES" means (i) any federal, state, local or non-United States net or gross income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or National Insurance Contribution or similar), unemployment, disability, real property, personal property, sales, use, transfer, gains, capital gains, registration, goods and services, value added, alternative or add-on minimum, windfall profits, estimated or other tax, governmental fee or like assessment or charge of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not, imposed by any Governmental 67

Authority or other Tax authority or arising under any Tax Law; (ii) any liability of any Acquired Company for payment of the amounts described in clause (i) arising as a result of being (or ceasing to be) a member of an Affiliated Group or being included in any Tax Return of any Affiliated Group; or (iii) any liability of any Acquired Company for the payment of amounts described in clause (i) as a result of transferee, successor, or contractual liability. For purposes of the definition of "Tax", any interest, penalties, additions to tax or additional amounts that relate to taxes for any period, or a portion of any period, ended on or before the Closing Date shall include any interest, penalties, additions to tax, or additional amounts relating to taxes for such periods, regardless of whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. "TAX CONTEST" means any examination, investigation, audit, or other proceeding in respect of any Tax Return or Taxes relating to any Acquired Company. "TAX RETURN" means any return, declaration, report, claim for refund, form, information statement, or similar statement (including any related or supporting information) including any schedule or attachment thereto relating to Taxes, including any amended return or declaration of estimated Tax. "THIRD PARTY" means any Person (or group of Persons) other than Purchaser and its Affiliates and Seller and its Affiliates. "THIRD PARTY CLAIM" has the meaning set forth in Section 11.4(a). "THIRD PARTY IP CLAIM" has the meaning set forth in Section 11.4(e). "THRESHOLD AMOUNT" has the meaning set forth in Section 11.3(a). "TINA" has the meaning set forth in Section 3.16(c). "TRADEMARKS" means rights in trademarks, service marks, logos, trade dress and trade names, and web addresses and domain names, whether registered or unregistered, and registrations and pending applications to register the foregoing in the United States and its territories and in all other countries of the world, and all goodwill associated with the foregoing. "TRANSACTION EXPENSES" means all legal, accounting, tax, financial advisory and other professional or transaction expenses incurred by NextNet and its Subsidiaries in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, and any change of control obligations. "WORKING CAPITAL" has the meaning set forth in Section 2.2. [signature page follows] 68

IN WITNESS WHEREOF, each of Seller, NextNet and Purchaser have caused this Stock Purchase Agreement to be signed as of the date first written above. CLEARWIRE CORPORATION /s/ Benjamin G. Wolff ---------------------------------------- Name: Benjamin G. Wolff Its: Co-Chief Executive Officer NEXTNET WIRELESS, INC. /s/ Benjamin G. Wolff ---------------------------------------- Name: Benjamin G. Wolff Its: Executive Vice-President MOTOROLA, INC. /s/ Donald F. Mcclellan ---------------------------------------- Name: Donald F. Mcclellan Its: Corporate Vice President [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

EXHIBIT A SAMPLE WORKING CAPITAL CALCULATION AS OF APRIL 30, 2006 <TABLE> <S> <C> Assets: Accounts and other receivables, net $14,215,092 Inventories 5,634,625 Prepaid expenses and other current assets 222,774 ----------- $20,072,491 Liabilities: Accounts Payable $ 7,535,234 Accrued Expenses 1,951,993 Accrued Warranty 320,082 Other customer deposits 688,405 Current portion of deferred revenue 2,222,215 ----------- $12,717,929 WORKING CAPITAL: $ 7,354,562 </TABLE>

EXHIBIT B FORM OF OPINION OF COUNSEL TO SELLER AND NEXTNET Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Stock Purchase Agreement. 1. Seller and NextNet are corporations duly incorporated and validly existing and in good standing under the laws of the State of Delaware. 2. Each Subsidiary of NextNet is a corporation duly incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation. 3. NextNet is duly qualified to do business as a foreign corporation in the jurisdictions identified on Schedule 3.3. Each Subsidiary of NextNet is duly qualified to do business as a foreign corporation in the jurisdictions identified on Schedule 3.4. 4. Seller and NextNet each have corporate power and authority to enter into, and to perform their respective obligations under, the Agreement and the other agreements to be delivered at the Closing to which Seller or NextNet is a party (the "Transaction Agreements"). To our knowledge, NextNet has all necessary power and authority to conduct its business in the manner in which, and at the locations where, it is presently conducted. 5. Each of Seller and NextNet has authorized, by all necessary corporate action, the execution and delivery of each of the Transaction Agreements and the performance of each of the Transaction Agreements and the transactions contemplated by the Agreement, and Seller and NextNet have executed and delivered each of the Transaction Agreements to which it is a party. 6. The Agreement constitutes the legal, valid and binding obligation of Seller and NextNet, enforceable against Seller and NextNet in accordance with its terms. 7. The execution and delivery by Seller and NextNet of and the performance of the transactions contemplated by the Agreement do not (i) violate the certificate of incorporation or bylaws of Seller or NextNet, (ii) violate or conflict with or constitute a default under, or require any notice, consent or approval under, any of the agreements or obligations specifically identified in the schedules to this Agreement, except to the extent that any such violation or contravention of which would not have a Material Adverse Effect, (iii) violate the federal law of the United States of America or the law of the states of Washington or New York or the General Corporation Law of the State of Delaware, or (iv) result in the imposition of any Encumbrance upon the Shares or any asset of NextNet. 8. Immediately prior to the Closing, the duly authorized capital stock of NextNet consisted of 1,000 shares of common stock, par value $0.0001 per share. The Shares represent the only issued and outstanding shares of capital stock of NextNet. All of the Shares have

been duly and validly authorized and issued and are fully paid and nonassessable and free of all preemptive rights. 9. To our knowledge, there are no outstanding or authorized subscriptions, options, rights, warrants, puts, calls or other agreements or commitments of any type (a) obligating Seller or NextNet to issue, sell or transfer any shares of NextNet's capital stock, any securities convertible into shares of capital stock of NextNet, or any other rights to acquire capital stock of NextNet, (b) obligating Seller or NextNet to grant, offer or enter into any of the foregoing, (c) relating to the voting or control of any shares of capital stock of NextNet or (d) subjecting NextNet to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock. 10. To our knowledge, there are no actions, proceedings or governmental investigations pending, or threatened in writing, against or affecting NextNet or any of its assets, or against or affecting Seller or NextNet which questions the validity of the Transaction Agreements or the consummation of the transactions contemplated thereby, or the right of Seller or NextNet to execute, deliver and perform the Transaction Agreements.

EXHIBIT C FORM OF RELEASE AGREEMENT THIS RELEASE AGREEMENT (this "Release") is dated effective as of [__________], 2006 by Clearwire Corporation, a Delaware corporation ("Seller"), in its capacity as the sole shareholder NextNet Wireless, Inc., a Delaware corporation ("NextNet"), and on behalf of itself and its Affiliates. RECITALS A. Seller has heretofore been the sole shareholder of NextNet. B. Seller, NextNet and Motorola, Inc., a Delaware corporation ("Purchaser"), have entered into a Stock Purchase Agreement dated as of June 30, 2006 (the "Purchase Agreement"), pursuant to which Seller is selling to Purchaser, and Purchaser is purchasing from Seller, all outstanding shares of capital stock of NextNet. C. Seller will derive substantial benefits from the consummation of the transactions contemplated by the Purchase Agreement. D. The execution, delivery and continued existence and enforceability of this Release is a material inducement to the willingness of Purchaser to enter into the Purchase Agreement. E. Any capitalized terms or phrases used herein and not otherwise defined herein shall have the meaning set forth in the Purchase Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, Seller hereby agrees as follows: 1. Release. From and after the Closing Date: (a) Seller and each of its Affiliates hereby releases and forever discharges NextNet, Purchaser and all of their respective current and former members, directors, officers, employees, agents and Affiliates (each, a "Released Party") from any and all liability whatsoever (whether known or unknown, asserted or unasserted, direct or indirect, absolute or contingent, accrued or unaccrued and whether due or to become due) ("Liability") that the Released Parties may have to Seller or one of its Affiliates in its capacity as a shareholder of NextNet or otherwise, arising contemporaneously with or prior to the date hereof, or on account of or arising out of any act, omission, transaction, matter, cause or event occurring contemporaneously with or up to and including the date of this Release. Nothing in this Release shall limit in any manner any rights to (i) warranty claims or other contractual rights with respect to the sale of products from NextNet to Seller or one of its Affiliates, (ii) payment of consideration pursuant to the

terms of the Purchase Agreement, and (iii) indemnification the Seller Indemnified Parties may be entitled to pursuant to Article XI of the Purchase Agreement or any other rights of Seller under the Purchase Agreement. (b) Seller, on behalf of itself and its Affiliates, expressly waives the benefit of any statute or rule of law, which, if applied to this Release, would otherwise exclude from its binding effect any claim not known by the Released Parties on the date of execution of this Release to exist. (c) Seller, on behalf of itself and its Affiliates, hereby irrevocably covenants to refrain from, directly or indirectly through NextNet or otherwise, asserting any claim or demand, or commencing, instituting or causing to be commenced, any claim or legal proceeding of any kind against any Released Party before any court, administrative agency or other forum by reason of any matters released hereby or that might reasonably be expected to result in any Liability. (d) Seller, on behalf of itself and its Affiliates, represents to the Released Parties that they have not assigned or transferred or purported to assign or transfer to any person or entity all or any part of, or any interest in, any claim, contention, demand, cause of action (at law or in equity) or Liability of any nature, character or description whatsoever, which is or which purports to be released or discharged by this Release. 2. Scope of Release. Seller, on behalf of itself and its Affiliates, hereby represents that it understands and acknowledges that it may hereafter discover facts and legal theories concerning this Release and the subject matter hereof in addition to or different from those of which it now believes to be true. Seller understands and hereby agrees that this Release shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Seller assumes the risk of any mistake of fact or law with regard to any potential claim or with regard to any of the facts which are now unknown to it relating thereto. Notwithstanding the release set forth herein, this Release and all obligations assumed hereunder shall remain binding on Seller. 3. Severability. In the event that any provision of this Release is held invalid, unenforceable or void to any extent by a court of competent jurisdiction, such provision shall be modified, if possible, by reducing its duration and scope to allow enforcement of the maximum permissible duration and scope. In any event, such declaration shall not affect the remaining provisions of this Release, and this Release shall be enforced as modified, or if no modification is enforceable, as if such invalid clause had not been included. 4. Successors and Assigns. This Release shall be binding upon and inure to the benefit of each of the Released Parties and their respective heirs, successors, assigns, representatives, Affiliates and agents. 5. Headings. The section headings of this Release are for convenience of reference only and shall not be deemed to alter or affect any provisions of this Release.

6. Governing Law. This Release shall be governed by and construed under the internal laws of the State of Delaware without reference to such state's principles of conflicts of law. 7. Termination. This Release shall automatically terminate upon the termination of the Purchase Agreement in accordance with the provisions of Article X thereof. [signature page follows]

IN WITNESS WHEREOF, Seller has executed and delivered this Release as of the date set forth above on behalf of itself and each of its Affiliates. SELLER: CLEARWIRE CORPORATION By: ------------------------------------ Name: ---------------------------------- Its: -----------------------------------

EXHIBIT D COMMERCIAL AGREEMENTS See attached.

Exhibit 10.55 WIRELESS BROADBAND SYSTEM SERVICES AGREEMENT BETWEEN MOTOROLA, INC. AND CLEARWIRE US LLC MOTOROLA/CLEARWIRE CONFIDENTIAL

WIRELESS BROADBAND SYSTEM SERVICES AGREEMENT This Wireless Broadband System Services Agreement ("Services Agreement") is between Motorola, Inc., a Delaware corporation, ("Motorola", which term will also mean, where the context requires, Motorola subsidiaries or subcontractors involved in providing services or materials for this Purchase Agreement) and Clearwire US LLC, a Nevada limited liability company ("Clearwire" which term will also mean, where the context requires, "Clearwire Affiliates"). RECITALS: 1. Clearwire has obtained or will obtain a license to operate wireless broadband communications systems in the United States and other countries. 2. Motorola desires to sell and Clearwire may choose to purchase services for Clearwire's (and Clearwire's Affiliates) Wireless Broadband Infrastructure System (as hereinafter defined) as set forth in this Services Agreement and in the attached Exhibits, all of which are incorporated herein. AGREEMENT: The parties agree as follows: 1. DEFINITIONS (capitalized terms used within a definition are defined in this Section in alphabetical order). Defined terms will be capitalized throughout this Services Agreement and will be read in the singular, plural or the tense as the context requires. Definitions are contained in Exhibit "D". 2. SCOPE OF AGREEMENT 2.1 Motorola will furnish to Clearwire (or Clearwire Affiliates, as applicable), and Clearwire may purchase from Motorola the Services as defined herein and listed within Exhibit "A". 2.2 This Services Agreement may be canceled only upon the terms and conditions contained herein. 2.3 Affiliates of Clearwire may also purchase Services from Motorola under this Services Agreement and Clearwire will guarantee payment for any Services Motorola provides. 2.4 Examples of potential Services are contained in Exhibit "B", Deployment Program examples, and the following listing of Services: - Planning and Design of Network, including capacity and coverage considerations - Site selection - Installation and commissioning of network elements - Integration of Network Elements into network - Acceptance testing of network - Program management and project administration - Design, provision and integration of Network Management System to manage network from a single NOC - Custom OSS Integration to interface to existing (or supply new) CRM, Order Manager, Subscriber provisioning and Activation, Network Inventory, Performance and SLA Monitoring, Service Assurance solutions 1

- Billing integration - Over-the-air Provisioning of hand sets and CPE - Network Performance and Optimization including SLA and QoS management - Network Security design, including provision of appropriate firewalls and intrusion detection and prevention devices - Security vulnerability assessment and remediation services - Security monitoring and management - Network operations and maintenance - Spares management 2.5 [***] 3. OBLIGATIONS OF CLEARWIRE Clearwire will: 3.1 Make the payments according to the schedule set forth in Section 5 of this Services Agreement. 3.2 Perform all of its other obligations set out in this Services Agreement and the Exhibits attached hereto. 4. OBLIGATIONS AND REPRESENTATIONS OF MOTOROLA With regard to providing Services, Motorola will: 4.1 Comply with the SOW for the specific project agreed between the parties. 4.2 Otherwise perform all of its obligations under this Agreement and Exhibits for the particular Service to be provided. 5. PAYMENT AND PRICING Clearwire will pay to Motorola the price for the particular Services, as set forth in Exhibit "A", in U.S. dollars (except as may be specifically set forth below) and according to the following terms and payment schedules: 5.1 General Payment Terms 5.1.1 Clearwire will be invoiced [***] for installation or training Services rendered upon their completion. Payment for other Services are as mutually agreed in writing or as listed in Exhibit "A". 5.1.2 Payment for all service and related materials will be net [***] from invoice date. 5.1.3 Clearwire will be responsible for the payment of all applicable sales, use, retailers occupation, excise, property and other assessments in the nature of taxes however designated, on the Products and Services provided to Clearwire pursuant to this Agreement, exclusive however, of any taxes measured by [*** Confidential Treatment Requested] 2

Motorola's net income or based on Motorola's franchise. Personal property taxes assessable on the Products will be the responsibility of Clearwire. To the extent Motorola is required by law to collect such taxes (state or local), one hundred percent (100%) thereof will be added to invoices as separately stated charges and paid in full by Clearwire, unless the Clearwire is exempt from such taxes and furnishes Motorola with a certificate of exemption in a form reasonably acceptable to Motorola. In the event Clearwire claims exemption from sales, use or other such taxes under this Agreement, Clearwire will hold Motorola harmless from any and all subsequent assessments levied by a proper taxing authority for such taxes, including interest, penalties and late charges. 5.1.4 Clearwire will use commercially reasonable efforts to notify Motorola of any disputed amounts under any invoice in writing prior to the invoice due date; provided that Clearwire shall pay to Motorola the undisputed portion of any invoice within the time frame set forth in Section 5.1.1. Clearwire's failure to notify Motorola of any disputed amount prior to the invoice due date will not constitute a waiver by Clearwire of any dispute regarding any previously paid invoice; provided that, in no event shall Clearwire dispute any invoice submitted by Motorola hereunder more than [***] after the date of such invoice. For any undisputed amount due hereunder which remains unpaid, Clearwire will pay Motorola a service fee at the rate of [***] of the amount due for each month or portion thereof that the amount remains unpaid. 6. WARRANTIES 6.1 SERVICES WARRANTY Motorola represents and warrants that all Services provided hereunder will be performed in a good and workmanlike manner and in accordance with Motorola's specifications. In the event that Clearwire reasonably determines that any work has not been performed in a good and workmanlike manner or in accordance with the specifications, Clearwire will promptly notify Motorola. If Motorola determines that the Services were defective, then Motorola will take prompt remedial action to repair or replace the defective Services at Motorola's cost and expense. 6.2 THE WARRANTIES IN THIS AGREEMENT ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, BECAUSE EACH WIRELESS RADIOTELEPHONE SYSTEM IS UNIQUE, MOTOROLA DISCLAIMS LIABILITY FOR RANGE, COVERAGE, SUBSCRIBER CAPACITY, SERVICE LEVEL OR OPERATION OF THE SYSTEM, AS A WHOLE, EXCEPT AS SPECIFICALLY SET FORTH IN THE WARRANTIES CONTAINED IN THIS AGREEMENT. 7. CONFIDENTIALITY During the entire term of this Agreement, Section 1 of the Side Agreement between Clearwire and Motorola, dated June 28, 2006, applies to define Confidential Information, each party's use of the other's Confidential Information, and dissemination of information about this Agreement to third parties in any form. 8. TRADEMARK AND PUBLICITY Nothing contained in this Services Agreement will be construed as conferring any right to use any name, trademark or other designation of either party hereto, including any contraction, abbreviation or simulation of any of the foregoing, in advertising, publicity or marketing activities. [*** Confidential Treatment Requested] 3

Any publicity, advertising, etc. with regard to this Services Agreement or the System which mentions the other party will be mutually agreed upon prior to use. 9. FORCE MAJEURE Except for payment due, neither party will be liable for any delay or failure to perform due to any cause beyond its reasonable control. Causes include strikes, acts of God, interruptions of transportation. The delivery schedule will be considered extended by a period of time equal to the time lost because of any excusable delay. 10. TERMINATION 10.1 Either party may terminate this Services Agreement without liability by notice pursuant to Section 18 if the other makes a general assignment for the benefit of creditors, or if a petition in bankruptcy or under any insolvency law is filed by or against the other and such petition is not dismissed within [***] after it has been filed or the other commits a material breach of its obligations hereunder. However, in the case of any such breach which is capable of being cured, neither party will terminate this Services Agreement unless and until the other will have failed to make good such default within [***] after it will have been served with a notice requiring that such default be made good and stating its intention to terminate the Services Agreement if compliance with the notice is not met. 10.2 The termination of this Services Agreement will not affect or prejudice any provisions of this Services Agreement, which are expressly or by implication provided to continue in effect after such termination. 11. INDEMNIFICATION; LIMITATION OF LIABILITY During the term of this Services Agreement, the parties will indemnify and hold harmless each other together with their officers, agents and employees from any and all loss, damage, expense, judgment, lien, suit, cause of action, demand or liability for personal injury, including death and tangible property damage, which may be imposed on or incurred by one party arising directly out of the negligent acts or omissions of the other, its agents, subcontractors, or employees during the performance of any work hereunder. The offending party will, at its sole expense, defend any suit based upon a claim or cause of action and satisfy any judgment that may be rendered against the other resulting therefrom, provided that the offending party will be given (i) prompt notice of any such claim or suit; and (ii) full opportunity to defend such suit The offended party may, at its election, participate in the defense and will cooperate fully in defending any claim or suits. The offending party will pay all costs, expenses, and reasonable attorney's fees incurred by the offended party in connection with any such claim or suit or in enforcing this indemnity provision, provided a valid claim is presented. EXCEPT AS PROVIDED IN THIS SECTION 11 AND BREACHES OF CONFIDENTIALITY, NEITHER PARTY, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PATENT INFRINGEMENT, COPYRIGHT INFRINGEMENT OR OTHERWISE, WILL HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICE, OR DOWNTIME COSTS. EXCEPT FOR THE INDEMNITY OBLIGATION IN THIS SECTION 11, BREACHES OF CONFIDENTIALITY AND FOR PAYMENTS DUE, A PARTY'S TOTAL LIABILITY TO THE OTHER FOR ANY BREACH OF THIS SERVICES AGREEMENT WILL IN NO EVENT EXCEED THE GREATER OF [***] OR THE TOTAL VALUE OF. SERVICES INVOICED BY MOTOROLA TO CLEAR WIRE IN THE PRIOR [***] [*** Confidential Treatment Requested] 4

12. CHANGES Certain changes may be made within the scope of this Services Agreement without formal amendment thereto by written "Change Orders" signed by duly-authorized representatives of both parties. Within ten (10) days of the signing of this Services Agreement, the parties will agree, in writing, on the authority of their respective duly authorized representatives, to sign such Change Orders on their behalf. 13. ASSIGNMENT The Services Agreement will accrue to the benefit of and be binding upon the parties hereto and any successor entity into which either party will have been merged or consolidated or to which either party will have sold or transferred all or substantially all its assets, but it will not be otherwise assigned by either party (other than an assignment by operation of law), without the prior written consent of the other party. It is the intention of the parties that the exclusive and preferred supplier commitments survive any change of control of Clearwire. The parties agree that any consent to a requested assignment will not be unreasonably withheld or delayed. 14. GOVERNING LAW The laws of the State of New York, USA, will govern the validity, performance and all matters relating to the effect of this Services Agreement and any amendment hereto. 15. EXPORT CONTROLS 15.1 If, at the time or times of Motorola's performance hereunder, a validated export license is required for Motorola, or its subcontractor, to lawfully export the goods or technical data from the United States of America or the such other country of origin, then the issuance of such license to Motorola, or its subcontractor in accordance with the rules and regulations of the applicable country(ies), will constitute a condition precedent to Motorola's performance of its obligations hereunder. Motorola will apply for the export license for the products supplied hereunder based upon information timely supplied by the Clearwire. Clearwire is responsible for any applicable import license requirements. Clearwire and Motorola acknowledge and agree that any delay in the grant of such licenses and/or approvals may impact the schedule of performance. 15.2 If, at the time or times of Motorola's performance hereunder, regulatory approval is required for the provision of Services or any part thereof, then such approval will constitute a condition precedent to Motorola's performance of its obligations hereunder. 15.3 Clearwire and Motorola agree to comply with all applicable export laws and regulations of the United States of America or such other country of origin. 16. ORDER OF PRECEDENCE IN the event of an inconsistency in this Services Agreement, the inconsistency will be resolved by giving precedence in the following order: 16.1 Exhibit "A" and all duly executed amendments to Exhibit "A"; 16.2 All other Exhibits and all duly executed amendments to said Exhibits (provided, however, that Exhibit "B" is a list of examples of possible areas of Service); and 16.3 This Services Agreement and duly executed amendments to this Services Agreement, with the latest amendment taking precedence over earlier amendments. 5

17. LANGUAGE OF AGREEMENT In the event that this Services Agreement is translated into any other language, the English language version hereof will take precedence and govern. 18. NOTICE 18.1 Notices required to be given by one party to another will be in the English language unless expressly agreed otherwise. Said notices will be deemed properly given if reduced to writing and personally delivered or transmitted by registered or certified post to the address below, postage prepaid, and will be effective upon receipt. 18.1.1 Motorola will send notices as follows: Clearwire US LLC 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, WA 98033 Attention: Chief Executive Officer With a copy to: Clearwire US LLC 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, WA 98033 Attention: Legal Department And with a copy to: Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101 Attention: Julie Weston 18.1.2 Clearwire will send notices as follows: Motorola, Inc. 1501 W. Shure Drive Arlington Heights, II. 60004 Fax 847-632-2683 Attention: Clearwire Program Management CC: Senior Commercial Attorney, Law Department 18.2 Either party may change the addresses for giving notice from time to time by written instructions to the other of such change of address. 19. SURVIVAL OF PROVISIONS The parties agree that where the context of any provision indicates an intent that it will survive the term of this Services Agreement then it will survive. 20. WAIVER Failure or delay on the part of Motorola or Clearwire to exercise any right, power or privilege hereunder will not operate as a waiver thereof. 6

21. SEVERABIL1TY In the event any one or more of the provisions of this Services Agreement is held to be unenforceable under applicable law, (a) such unenforceability will not affect any other provision of this Services Agreement; (b) this Services Agreement will be construed as if said unenforceable provision had not been contained therein; and (c) the parties will negotiate in good faith to replace the unenforceable provision by such as has the effect nearest to that of the provision being replaced. 22. AUTHORITY Each party hereto represents and warrants that (i) it has obtained all necessary approvals, consents and authorizations of third parties and governmental authorities to enter into this Services Agreement and to perform and carry out its obligations hereunder; (ii) the persons executing this Agreement on its behalf have express authority to do so, and, in so doing, to bind the party thereto; (iii) the execution, delivery and performance of this Services Agreement does not violate any provision of any bylaw, charter, regulation or any other governing authority of the party; and (iv) the execution, delivery and performance of this Services Agreement has been duly authorized by all necessary partnership or corporate action and this Services Agreement is a valid and binding obligation of such party, enforceable in accordance with its terms. 23. TERM The initial term of this Agreement will be for eight (8) years from the Effective Date. This Agreement will be automatically renewed for consecutive one (1) year terms unless either party notifies the other party in writing of its intent to terminate the Agreement at least 120 days prior to the expiration of the initial term or any renewal thereof. 24. COVENANT NOT TO EMPLOY During the period of time beginning with the execution of this Agreement and ending at the conclusion of the initial term, Clearwire will not employ or offer employment to any employee formerly employed by NextNet Wireless, Inc. and who became an employee of Motorola on the Effective Date who is involved in the performance of Services to Clearwire. If at any time this provision is found to be overly broad under the laws of an applicable jurisdiction, then this provision will be modified as necessary to conform to such laws rather than be stricken. 25. UNITED STATES OF AMERICA ("U.S.") - GOVERNMENT COMPLIANCE This Agreement is a commercial contract and is governed by the terms and conditions negotiated by the parties. Clearwire represents and warrants that: (i) it is not a governmental entity; (ii) it is not owned in whole or in part, directly or indirectly, by any governmental entity; (iii) the purchases contemplated under this Agreement will not be financed using any funds obtained from any government entity (including, without limitation, OPIC, Eximbank or other similar agencies); and (iv) there is no other basis on which any regulations, decrees or laws applicable to sales to a governmental entity could be deemed applicable to this Agreement. The term "governmental entity," as used herein, will include agencies and instrumentalities of U.S. federal, state and local governments as well as of governments outside of the U.S. In the event that Clearwire elects to sell the products to a governmental entity, Motorola makes no representations with respect to the ability of its goods, services, or prices to satisfy any statutes, regulations or provisions relating to such governmental sales. 26. ENTIRE AGREEMENT This Services Agreement and the Exhibits hereto, together with Section 1 of the Side Agreement referred to in Section 7, constitute the entire understanding between the parties concerning the provision of Services to Clearwire and supersede all prior discussions, agreements and 7

representations, whether oral or written and whether or not executed by Motorola and Clearwire. No modification, amendment or other change may be made to this Services Agreement or any part thereof unless reduced to writing and executed by authorized representatives of both parties. The terms and conditions of this Services Agreement will prevail notwithstanding any variance with the terms and conditions of any order submitted by Clearwire following execution of this Services Agreement. In no event will the preprinted terms and conditions found on any Clearwire purchase order, acknowledgment or other form be considered an amendment or modification of this Services Agreement, even if such documents are signed by representatives of both parties; such preprinted terms and conditions will be null and void and of no force and effect 27. COUNTERPARTS This Services Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which taken together will constitute one and the same instrument. Facsimile or digital signatures will be treated as originals. [Signature page follows] 8

Executed as of this 29th day of August, 2006 ("Effective Date"). MOTOROLA, INC. CLEARWIRE US LLC By: /s/ C. F. WRIGHT By: --------------------------------- ------------------------------------ (Signature) (Signature) Name: C. F. WRIGHT Name: (Print - Block Letters) ---------------------------------- (Print - Block Letters) Title: SENIOR VICE-PRESIDENT Title: (Print - Block Letters) --------------------------------- (Print - Block Letters) Date: 8/29/06 Date: ---------------------------------- Clearwire Corporation hereby guarantees payment of the purchase price for any Services purchased by Clearwire or any Clearwire Affiliate under this Agreement, subject to the exercise of any rights of Clearwire or such Clearwire Affiliate with respect to such payment. Motorola need not exhaust remedies against Clearwire and Clearwire Affiliates (other than to demand payment and to allow for the passage of the applicable cure period) prior to pursuing this guarantee of Clearwire Corporation. CLEARWIRE CORPORATION By: --------------------------------- (Signature) Name: ------------------------------- (Print - Block Letters) Title: ------------------------------ (Print - Block Letters) Date: -------------------------------

Executed as of this 29th day of August, 2006 ("Effective Date"). MOTOROLA, INC. CLEARWIRE US LLC By: By: /s/ Benjamin G. Wolff --------------------------------- ------------------------------------ (Signature) (Signature) Name: Name: Benjamin G. Wolff ------------------------------- (Print - Block Letters) (Print - Block Letters) Title: Co-President & Co-CEO Title: (Print - Block Letters) ------------------------------ Date: 8/29/06 (Print - Block Letters) Date: ------------------------------- Clearwire Corporation hereby guarantees payment of the purchase price for any Services purchased by Clearwire or any Clearwire Affiliate under this Agreement, subject to the exercise of any rights of Clearwire or such Clearwire Affiliate with respect to such payment. Motorola need not exhaust remedies against Clearwire and Clearwire Affiliates (other than to demand payment and to allow for the passage of the applicable cure period) prior to pursuing this guarantee of Clearwire Corporation. CLEARWIRE CORPORATION By: /s/ Benjamin G. Wolff --------------------------------- (Signature) Name: Benjamin G. Wolff (Print - Block Letters) Title: Co-President & Co-CEO (Print-Block Letters) Date: 8/29/06

EXHIBIT "A" TO THE WIRELESS BROADBAND SYSTEM SERVICES AGREEMENT SERVICES AND PRICE LIST 1. TBD based on quotes for specific Services. 2. Other Services or Training may be added by mutual agreement of the parties and Motorola may provide quotes for specific Services for Clearwire's consideration. A-1

EXHIBIT "B" TO THE WIRELESS BROADBAND SYSTEM SERVICES AGREEMENT [***] [*** Confidential Treatment Requested] B-1

[***] [*** Confidential Treatment Requested] B-2

[***] [*** Confidential Treatment Requested] B-3

[***] [*** Confidential Treatment Requested] B-4

[***] [*** Confidential Treatment Requested] B-5

[***] [*** Confidential Treatment Requested] B-6

EXHIBIT "C" TO THE WIRELESS BROADBAND SYSTEM SERVICES AGREEMENT RESERVED C-1

EXHIBIT "D" TO THE WIRELESS BROADBAND SYSTEM SERVICES AGREEMENT DEFINITIONS ACCEPTANCE TEST PLAN The agreed-upon testing described and administered after installation services. CLEARWIRE AFFILIATES Entities which are controlled with greater than 50% ownership by Clearwire. EQUIPMENT The Motorola-supplied hardware for the System, but excluding Subscriber Equipment. PRODUCT All Equipment and Software purchased for use in Clearwire's wireless broadband network. SERVICES Those Motorola functions included in this Services Agreement including, but not limited to, the listing of functions in Section 2.4, and such other functions as may be more fully set forth in Exhibit "A" or an individual SOW. SOFTWARE The object-code computer programs, including Firmware object code, licensed by Motorola for use solely in conjunction with the Equipment, which enables the Equipment to perform their functions and procedures. Any reference to Software being "sold" or "purchased" is understood in fact to be a reference in fact to the Software being licensed. SUBSCRIBER EQUIPMENT Any device or portable radiotelephone equipment intended for System use, whether or not in actual use. D-1

Exhibit 10.56 WIRELESS BROADBAND SYSTEM INFRASTRUCTURE AGREEMENT BETWEEN MOTOROLA, INC. AND CLEARWIRE US LLC

WIRELESS BROADBAND SYSTEM INFRASTRUCTURE AGREEMENT This Wireless Broadband System Infrastructure Agreement ("Infrastructure Agreement") is between Motorola, Inc., a Delaware corporation ("Motorola", which term also means, where the context requires, Motorola subsidiaries involved in providing services or materials for this Infrastructure Agreement) and Clearwire US LLC, a Nevada limited liability company ("Clearwire, which term also means, where the context requires, "Clearwire Affiliate(s)". RECITALS: 1. Motorola and Clearwire share a vision of the opportunity for mobile broadband services both in the U.S. and Worldwide, progressing from Clearwire's current fixed/portable services to new and unique mobile broadband services. Clearwire currently has operations in the United States and select foreign countries. 2. Motorola believes Clearwire is best positioned by virtue of sponsorship, management and spectrum assets to capitalize on this opportunity. 3. This Infrastructure Agreement, as well as companion agreements concurrently executed regarding the purchase by Motorola of Clearwire's subsidiary NextNet Wireless, Inc. ("NextNet"), an investment by Motorola in Clearwire Corporation, and separate agreements for Motorola's supply of wireless broadband subscriber products and designated services to Clearwire, form the relevant commercial documentation of this collaborative engagement. 4. Motorola desires to sell and Clearwire desires to purchase the Infrastructure for a wireless broadband System (as hereinafter defined) as set forth in this Infrastructure Agreement and in the attached Exhibits, all of which are incorporated herein. AGREEMENT: The parties agree as follows: 1. DEFINITIONS (capitalized terms used within a definition are defined in this Section in alphabetical order). Defined terms will be capitalized throughout this Infrastructure Agreement and will be read in the singular, plural or the tense as the context requires. Definitions are contained in Exhibit "E". 2. SCOPE OF AGREEMENT: IMPLEMENTATION 2.1 Motorola will furnish to Clearwire and Clearwire will purchase from Motorola the Infrastructure Products for the System. Affiliates of Clearwire will also have the right to purchase under this Agreement Clearwire Corporation will guarantee payment for any Infrastructure Products Motorola provides to Clearwire and Clearwire Affiliates. Clearwire will also have the right to purchase, and the definition of "Infrastructure Products" will be deemed to include any other products that are listed on Exhibit "A", and any Wireless Broadband Infrastructure Products that Motorola makes available to another wireless broadband service provider customer operating on licensed spectrum with channel widths of not less than 5 MHz, on terms and conditions, (including, but not limited to, financial terms and terms regarding the availability of such products) that are no less favorable to Clearwire than those agreed by another customer of Motorola, for similar purchase commitments. Motorola will make each Infrastructure Product available to Clearwire on the earlier of (a) the date specified in Exhibit "A", Schedule 2, or (b) the date on which Motorola makes that 1

Infrastructure Product available to any third party, provided that in the case where Wireless Broadband Infrastructure Products are uniquely developed for and funded by another customer, such Wireless Broadband Infrastructure Products will not be made available to Clearwire until such time as they are made commercially available to third parties other than the entity paying for development. If there is an insufficient supply of Infrastructure Product to satisfy unfulfilled purchase orders of Clearwire and other purchasers of the same Infrastructure Product, Motorola agrees not to disadvantage Clearwire compared to the other purchasers. 2.2 This Infrastructure Agreement may be canceled only upon the terms and conditions contained herein. 2.3 Except as provided elsewhere in this Section 2.3, Clearwire (and Clearwire Affiliates) agree to purchase 100% of their Wireless Broadband Infrastructure Products (excluding products purchased for non-commercial use, such as for purposes of internal testing) requirements from Motorola during the term of this Agreement. Exceptions to the foregoing purchase commitment: 2.3.1 Starting on the 5th anniversary of the Effective Date, the Section 2.3 purchase commitment percentage drop's from 100% to 51% of the Wireless Broadband Infrastructure Products. 2.3.2 If any Infrastructure Product supplied by Motorola materially fails to meet the performance specifications and such material deficiencies are not remedied by Motorola within [***] days of written notice to Motorola, or if Motorola's production and delivery of any Infrastructure Product fails in any material respects to meet the requirements of this Agreement, which failures have not been cured in the 90 days after written notice to Motorola, then Clearwire will be released from its exclusive purchase commitment only for that specific Infrastructure Product Once Motorola cures the breach, the exclusive purchase requirement again covers that Infrastructure Product. For purposes of this Agreement, a material breach does not include the situation where Motorola, with Clearwire's consent, substitutes a substantially similar or comparable product at a similar price. 2.3.3 If Clearwire identifies a Wireless Broadband Infrastructure Product need, and Motorola decides not to supply that product, Motorola will allow Clearwire to purchase that specific product from an agreed to ODM supplier (approval will not be unreasonably withheld), subject to a licensing agreement from Motorola to that ODM supplier on commercially reasonable terms. However, if such Wireless Broadband Infrastructure Product need is based on an industry-recognized public standard, and if Motorola decides not to supply that product, Motorola will have the right to OEM such product itself and sell it to Clearwire under the terms of this Agreement. If Motorola decides not to do so, Clearwire will be relieved of its exclusive purchase obligations under this Section 2.3 with respect to such product only. 2.3.4 Clearwire may terminate the exclusivity requirements under this Agreement if there are [***] uncured Infrastructure Product material breaches in any [***] month period. 2.4 Except as contained in this Section 2.4, the aggregate price to Clearwire for Infrastructure Products purchased in any calendar year will be no less favorable than the aggregate price paid by other customers contemporaneously buying similar or lesser aggregate purchases of Infrastructure Products within the same country during such calendar year. The foregoing price level commitment 1) excludes unique Infrastructure Product sales [*** Confidential Treatment Requested] 2

that are directly related to funded development programs, and any one time per customer initial promotional offer (not to exceed [***] units of Infrastructure Product), and 2) is given in consideration of the minimum purchase commitments by Clearwire (and Clearwire's Affiliates) in this Agreement. For avoidance of doubt, purchase Volumes of CDMA, GSM, UMTS and iDEN infrastructure and/or devices can not be considered for purposes of establishing MFN pricing comparisons between customers. 2.5 Exhibit "B" sets forth Infrastructure Products and technical specifications therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, Exhibit "B" will be amended accordingly and Motorola will agree to deliver Infrastructure Products in accordance with the specifications and features described in such amended Exhibit "B". Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in Exhibit "B" by the dates specified in Exhibit "B" or elsewhere in this Agreement, including identifying those provisions of Exhibit "B", the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 2.3.4. 2.6 In the two (2) years after the Effective Date, and in consideration of Motorola's obligations under this Agreement, Clearwire and its Affiliates will purchase no less than $150,000,000 in Infrastructure Products and Subscriber Products from Motorola. 2.7 Infrastructure Products: Expedience 2.7.1 Expedience Infrastructure Products. During the term of this Agreement, senior technical representatives of both Motorola and Clearwire shall meet quarterly to review system performance, coordinate on standards and technology evolution, and agree on the potential development and delivery of additional or modified features and functions that are not already specified in an Exhibit to this Agreement. If there is a technology improvement related to Expedience Infrastructure Products requested by and funded by Clearwire, Motorola will not sell any Expedience Infrastructure Product activating such improvement to other customers for a [***] period after such improvement is made commercially available to Clearwire, absent Clearwire's written consent. If there is a technology improvement related to Expedience Infrastructure Products conceptualized by Clearwire, but the implementation of the improvement is funded by Motorola, Motorola will not sell any Expedience Infrastructure Product activating such improvement to other customers for a [***] period after such improvement is made commercially available to Clearwire, absent Clearwire's written consent. If a particular technology improvement is described on the agreed upon product roadmap or such improvement is part of another standards-based technology, however, Clearwire is not entitled to exclusive availability of that improvement. Exhibit "B", Schedule 4 (Expedience ICQ Requirements) outlines the Expedience interfaces and tools that must be maintained in order to allow the continued operation of the Clearwire network. 2.7.2 Expedience Software. Motorola will offer an optional NSP Program as set forth in Exhibit "D". Should Clearwire elect to purchase NSP, Motorola will make available two Releases of Expedience Software each calendar year. The pricing for the NSP Program is set forth in Exhibit "A". 2.8 WiMax Infrastructure Products 2.8.1 Clearwire Network Transition Requirements. Motorola recognizes that Clearwire will, for some indefinite period of time, operate both Expedience-based networks and WiMax-based networks. Further, Clearwire may decide to initiate transition of Expedience Infrastructure to WiMAX Infrastructure in certain existing markets, while causing as little disruption to the existing Clearwire customer base as [*** Confidential Treatment Requested] 3

possible; such Infrastructure Product modifications may require Custom Development. To this end: 2.8.1.1 Motorola will, in as much as technically possible, work closely with Clearwire to develop and modify WiMAX Infrastructure equipment that will enable a seamless transition of Expedience equipment to WiMAX equipment. The transition equipment will include agreed to base station configurations, power schemes, cabling assemblies, equipment packaging, sizes and footprints. 2.8.1.2 Clearwire has developed an architecture based on a particular WiMax Forum ASN Profile which maps elements in Expedience networks to elements in that profile as illustrated in Exhibit "B", Schedule 1 "Clearwire Expedience/WiMAX Architecture". Motorola will, in as much as technically possible, supply Mobile WiMax Infrastructure that is interoperable and compatible with Clearwire's Exhibit "B", Schedule 1 specifications, based on jointly-developed specifications that will be developed and appended to this Agreement as Exhibit "B", Schedule 2 "Clearwire WiMAX ASN-GW Requirements". Motorola acknowledges that, to some extent, Exhibit "B", Schedule 2 may deviate from the WiMax Forum adopted profiles. Motorola will fully cooperate with Clearwire, in joint agreement with Motorola, to support adoption of the identified profile variant(s) to the WiMax Forum. 2.8.1.3 Motorola will cooperate with Clearwire to provide network management interfaces on all supplied Network Infrastructure that are compatible with Clearwire's deployed back office (OSS), AAA and network management systems. Those existing interfaces are specified in Exhibit "B", Schedule 3 "Clearwire WiMAX ICD Requirements". 2.8.1.4 Motorola will, in as much as technically possible, equip their WiMAX Infrastructure Products with the craft interfaces and diagnostic providing metrics as jointly defined in Exhibit "B", Schedule 3 and Schedule 5 "Clearwire WiMAX Systems Validation Plan". 2.8.1.5 All Infrastructure supplied by Motorola to Clearwire will conform to the Mobile WiMax Certification Profiles illustrated in Exhibit "B", Schedule 6 "WiMAX Certification Profiles". Motorola acknowledges that, in some cases, Exhibit "B", Schedule 6 may deviate from the 802.16e adopted profiles and will fully cooperate with Clearwire and others that Clearwire, in joint agreement with Motorola, may identify to support adoption of the identified profile variant(s) to the 802.16e profiles in the appropriate forum. 2.8.2 WiMAX Infrastructure Products. In accordance with Exhibit "B", Motorola will supply base stations in various agreed configurations to Clearwire at the prices reflected in Exhibit "A". Features and functionality of each WMX configuration corresponding to the above Exhibits are detailed in Exhibit "B", Schedule 7 "Motorola WiMAX Infrastructure Product Specifications". WiMax base stations must meet performance requirements specified in Exhibit "B", Schedules 5, 8, 9 and 10. Motorola acknowledges that technology deployed by Clearwire is crucial to Clearwire's business success. During the term of this Agreement senior technical representatives of both Motorola and Clearwire shall meet quarterly to review System performance, coordinate on standards and technology evolution, and agree on development and delivery of new features and functions. 4

2.8.3 WiMAX Software. Motorola may supply and Clearwire may purchase from Motorola other optional software that is listed on Exhibit "A", as amended from time to time. Any such optional software purchased by Clearwire is an "Infrastructure Product". Motorola will offer an optional NSP Program as set forth in Exhibit "D". Should Clearwire elect to purchase NSP, Motorola will make available two Releases of WiMAX Software each calendar year. The pricing for the NSP Program is set forth in Exhibit "A". 2.8.4 WiMAX Acceptance Tests. Motorola acknowledges that Clearwire intends to run acceptance tests for various WiMAX product versions and configurations as part of its lab, field trial, beta trial and wave 2 equipment tests. The agreed plan and schedule for testing these WiMAX products is contained in Exhibit "B", Schedule 5, Schedule 8 "Clearwire WiMAX Alpha Field Trial Test Plan", Schedule 9 "Clearwire WiMAX Beta Market Test Plan" and Schedule 10 "Clearwire WiMAX Wave 2 Test Plan". 2.8.5 Clearwire Test Lab. For the term of this Agreement Motorola shall supply to Clearwire sufficient quantities of Infrastructure Products (at no charge) to support operation of a test environment similar to the test facilities maintained by NextNet up to a maximum value of $[***] per annum. This test lab must be capable of testing new Equipment and Software releases prior to field testing. Motorola will maintain a lab configuration such that lab-to-lab collaboration can utilize identical test scenarios. 2.9 Network Elements. Motorola may supply and Clearwire may purchase from Motorola other Network Elements. Motorola will be Clearwire's Preferred Vendor on all Network Element wireless products (i.e. wireless backhaul, etc.). This provision does not imply that Clearwire will not seek to source Network Elements competitively. 2.10 Wi-Max Acceptance Test and Timing. The agreed plan for testing Wi-Max Infrastructure Products is contained in Exhibit "B", Schedule 5, 8, 9 and 10 to this Infrastructure Agreement. 2.11 In consideration of the commitments made by Motorola in this Agreement, Clearwire will purchase no less than 25% of its WiMax subscriber handsets from Motorola so long as the capabilities and costs of the handsets (and the availability of such handsets) are equal for a given product in similar quantities or service offered by Motorola and another supplier or suppliers. 2.12 Except as provided in this Section, and except for Clearwire's purchase commitments in Sections 2.3 and 2.11, this Infrastructure Agreement is non-exclusive and Motorola may sell Infrastructure Products, directly or indirectly, to any customer worldwide. Motorola hereby appoints Clearwire as Motorola's exclusive distributor of the Expedience Infrastructure Products in China only to a single operator for a period of [***] from the Effective Date of this Agreement. Should Clearwire not conclude a [***] agreement within the [***] period with the China operator (the [***], the exclusive distribution right will terminate. If the [***] agreement is executed within the [***] period, Clearwire will use its commercially reasonable efforts to bring an Expedience wireless broadband system into commercial service as soon as possible. Clearwire and Motorola agree to revisit the pricing for Expedience Infrastructure Products described above for units that ship during the 12 month period after the first shipment date should the total volume of such units exceed [***] Notwithstanding the foregoing, Motorola shall be free to market, distribute and sell Expedience products to any other China customer. [*** Confidential Treatment Requested] 5

Motorola will sell all Expedience Infrastructure Products for delivery to the JV a [***] pricing until [***] after commercial service of the first System. From the [***] through the [***] after commercial service of the first System, Clearwire will pay to Motorola the agreed to Clearwire purchase price, plus an additional [***] of the difference between the Clearwire purchase price from Motorola and the Clearwire resell price to the [***]. After the [***] Clearwire will pay to Motorola [***] of the resale price to the [***] and will use its commercially reasonable efforts to cause the [***] to purchase Expedience Infrastructure Products directly from Motorola. 2.13 If Clearwire informs Motorola that Clearwire desires to pursue Other Technology for Infrastructure Products, Motorola will use commercially reasonable efforts to supply Clearwire with an Other Technology solution under the terms of this Agreement. 3. OBLIGATIONS OF CLEARWIRE Clearwire will: 3.1 Bear the costs of its own legal fees, telephone and utility charges and other services and items being supplied by Clearwire under this Infrastructure Agreement. 3.2 Make the payments according to the schedule set forth in Section 5 of this Infrastructure Agreement. 3.3 Perform all other of its obligations set out in this Infrastructure Agreement and the Exhibits attached hereto. 4. OBLIGATIONS AND REPRESENTATIONS OF MOTOROLA Motorola will: 4.1 Adhere to the schedule for performance of the responsibilities set forth in the Exhibits and Schedules to this Agreement. 4.2 Negotiate in good faith a Punchlist as part of the acceptance process, if Motorola performs installation. 4.3 Supply replacement and expansion parts, subsequent Equipment revisions and Software upgrades to Clearwire on the terms and price as contained in this Infrastructure Agreement. 4.4 Bear the costs of its own legal fees, telephone and utility charges and other services and items being supplied by Motorola under this Infrastructure Agreement. 4.5 Perform all other of its obligations set out in this Infrastructure Agreement and the Exhibits attached hereto. 4.6 At the time or times contemplated herein for the transfer of title to any equipment included in the System, Motorola will convey to Clearwire all right in and good title to such equipment by appropriate title documents. However, title to Software will not be conveyed to Clearwire at any time but will instead be licensed to Clearwire in accordance with the terms of Exhibit "C". Motorola will deliver the Infrastructure Products to Clearwire free and clear of all liens, security interests or encumbrances of any type. [*** Confidential Treatment Requested] 6

FURTHER, Motorola represents to Clearwire that: 4.7 Unless agreed to the contrary, all equipment sold to Clearwire hereunder is new and Motorola will provide any documents, which may be reasonably requested by Clearwire evidencing this fact. 5. PAYMENT AND PRICING Clearwire will pay to Motorola the price of Infrastructure Products, as set forth in Exhibit "A", in U.S. dollars (except as specifically set forth below) and according to the following terms and payment schedules: 5.1 General Payment Terms 5.1.1 Payment for all Infrastructure Products will be net [***] from date of invoice, provided that Motorola will not invoice Clearwire prior to the date of shipment of Infrastructure Products to Clearwire. 5.1.2 Clearwire will be responsible for the payment of all applicable sales, use, retailers occupation, excise, property, and other assessments in the nature of taxes however designated, on the Infrastructure Products and Services provided to Clearwire pursuant to this Agreement, exclusive however, of any taxes measured by Motorola's net income or based on Motorola's franchise. Personal property taxes assessable on the Infrastructure Products will be the responsibility of Clearwire. To the extent Motorola is required by law to collect such taxes (state or local), one hundred percent (100%) thereof will be added to invoices as separately stated charges and paid in full by Clearwire, unless Clearwire is exempt from such taxes and furnishes Motorola with a certificate of exemption in a form reasonably acceptable to Motorola. In the event Clearwire claims exemption from sales, use or other such taxes under this Agreement, Clearwire will hold Motorola harmless from any and all subsequent assessments levied by a proper taxing authority for such taxes, including interest, penalties and late charges. 5.1.3 Clearwire will pay [***] costs from [***] and all applicable [***] and similar charges. 5.1.4 Clearwire will use commercially reasonable efforts to notify Motorola of any disputed amounts under any invoice in writing prior to the invoice due date; but provided that Clearwire shall pay to Motorola the undisputed portion of any invoice within the time frame set forth in Section 5.1.1. Clearwire's failure to notify Motorola of any disputed amount prior to the invoice due date will not constitute a waiver by Clearwire of any dispute regarding any previously paid invoice; provided that, in no event shall Clearwire dispute any invoice submitted by Motorola hereunder more than [***] days after the date of such invoice. For any undisputed amount due hereunder which remains unpaid, Clearwire will pay Motorola a service fee at the rate of [***] of the amount due for each month or portion thereof that the amount remains unpaid. 5.2 Infrastructure Product Purchases 5.2.1 For Equipment and Software, Clearwire will be invoiced no earlier than the shipment date [***] of the total for the infrastructure products. [*** Confidential Treatment Requested] 7

6. WARRANTIES The following warranties will be applicable to Infrastructure Products supplied under this Infrastructure Agreement. 6.1 Equipment Warranty 6.1.1 Motorola-manufactured or supplied Equipment will be warranted to be free from defects in material and workmanship for a period of [***] from the date of shipment. Parts will be replaced free of charge for the full warranty period. For Infrastructure Products manufactured by a third-party, Motorola will assign to Clearwire Equipment warranties received from such third-party manufacturers and will act in a commercially reasonable manner to pursue and coordinate warranty claims at Clearwire's request. For a fee, Motorola will provide warranty service for Expedience base stations deployed before the Effective Date. 6.1.2 Clearwire will be responsible for the initial level of diagnosis (i.e. for identification and isolation of Equipment problems to the board level), for hardware, firmware and Software removal and replacement, and for sending the malfunctioning product, packed in a manner to prevent damage, to the designated Motorola repair depot. Motorola will provide Clearwire access to self test diagnostics, documentation detailing Motorola's factory equipment test software, and can supply unique, non-commercial interface elements. Subsequent sets of test tools are available for purchase, at the pricing summarized in Exhibit "A". 6.1.3 Labor at the Motorola-designated repair depot to repair or replace defective Equipment will be provided without charge for the full warranty period. 6.1.4 Postage, freight or other such transportation charges for shipping defective products to an authorized Motorola repair depot will be borne by Clearwire; when such products or their replacements are being returned to Clearwire, Motorola will bear such charges. 6.1.5 In the event a defect occurs during the warranty period shown, Motorola, at its option, will either repair or replace the product. Any item so repaired or replaced will be warranted for the longer of [***] or balance of the warranty period. Any item retained by Motorola through replacement will become the property of Motorola. Except as specifically provided in this Agreement, such action on the part of Motorola will be the full extent of Motorola's liability and Clearwire's exclusive remedy hereunder. 6.1.6 THIS EQUIPMENT WARRANTY DOES NOT COVER: Defects, damage or malfunctions resulting from: 6.1.6.1 Use of the Equipment in other than their normal and customary manner. 6.1.6.2 Misuse, accident, neglect, improper storage or environmental or Site conditions not conforming to the specifications for the Infrastructure Product, to the extent not caused by Motorola or its agents. 6.1.6.3 Unauthorized alterations or repairs, use of unapproved parts in the products or the combination or interfacing of the products, in each case in a manner not approved by Motorola. 6.1.6.4 An event of Force Majeure. [*** Confidential Treatment Requested] 8

6.1.6.5 Installation, optimization, movement or use of products by anyone not authorized by Motorola and/or not in accordance with commercially reasonable Motorola standards and guidelines. 6.1.6.6 Failure of antennas lines, or any part of the Interconnection Facilities, unless such antennae are internally integrated into the Infrastructure Product. 6.1.6.7 Failure of Clearwire to maintain the Equipment substantially in accordance with the Documentation. 6.1.6.8 Damage which occurs during shipment of the product from Clearwire to Motorola. 6.1.7 This express warranty is extended by Motorola, Inc. to Clearwire only and is valid only in the country where the Equipment is first put into Commercial Service, except that Clearwire may assign this warranty in connection with any assignment of this Agreement that is permitted pursuant to Section 18.1. 6.2 Software Warranty 6.2.1 For the [***] following shipment after acceptance pursuant to the protocol set forth in Section 2.1, Motorola warrants that each Standard Software Release, as delivered, will perform substantially in accordance with Motorola's then-current user manual in all material respects: however, Motorola does not warrant that the Software will meet Clearwire's needs, be error-free, or operate without interruption. 6.2.2 Motorola makes no warranties whatsoever regarding any software not supplied by Motorola. For software supplied by a third-party, Motorola will assign to Clearwire the warranties received from such third-party and will act in a commercially reasonable manner to pursue and coordinate warranty claims at Clearwire's request. 6.3 THE WARRANTIES IN THIS AGREEMENT ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, BECAUSE EACH WIRELESS BROADBAND SYSTEM IS UNIQUE, MOTOROLA DISCLAIMS LIABILITY FOR RANGE, COVERAGE, SUBSCRIBER CAPACITY, SERVICE LEVEL OR OPERATION OF THE SYSTEM, AS A WHOLE, EXCEPT AS SPECIFICALLY SET FORTH IN THE WARRANTIES CONTAINED IN THIS AGREEMENT. [*** Confidential Treatment Requested] 9

7. PRODUCT DISCONTINUANCE Motorola may from time to time cease the supply of then existing versions of Infrastructure Product (the "Discontinued Product"), provided that a suitable replacement product is available. If Motorola does discontinue Product, it will notify Clearwire promptly in writing at least [***] before discontinuance ("Discontinuance Notice") and Clearwire, up to the date provided on the Discontinuance Notice, may place a final lifetime order for Discontinued Product. A shipping schedule for quantities ordered in any final lifetime order will be mutually agreed to between Clearwire and Motorola, but in any event will not exceed [***] from the date of the Discontinuance Notice. All final lifetime orders for Discontinued Product are non-cancelable. 8. DISCLAIMER OF PATENT LICENSE Nothing contained in this Infrastructure Agreement will be deemed to grant, either directly or by implication, any license under any patents or patent applications of Motorola, except that Clearwire will have the normal non-exclusive (except as provided otherwise in this Agreement), royalty-free license to use that which is implied, or otherwise arises by operation of law, in the sale of an Infrastructure Product. 9. PATENT AND COPYRIGHT INDEMNITY Excluding any intellectual property rights obtained through acquisition of NextNet, Motorola agrees to indemnify Clearwire against and to defend Clearwire, at Motorola's expense, for any claims, suits, arbitration or other disputes brought against Clearwire based upon a claim that any Infrastructure Product furnished hereunder by Motorola infringes a patent or copyright or misappropriates a trade secret in any country worldwide where Motorola sells such Infrastructure Product and to pay costs and damages awarded based upon such claim in any such suit, provided that Motorola is: (1) promptly notified by Clearwire in writing within [***] of the date on which Clearwire first received written notice of such claim; and (2) at Motorola's request and expense is given sole control of the suit and all reasonably requested assistance for defense of the claim. Motorola shall not be relieved of its indemnification obligation as a result of delays in notifying Motorola of the claim except to the extent the amount of the claim is increased as a result of such delay. Motorola will not be liable for any settlement made without its written consent If the use or sale of any Infrastructure Product furnished under this Agreement is enjoined as a result of such suit, Motorola at its option and at no expense to Clearwire, will: (1) obtain for Clearwire the right to use or sell such Infrastructure Products; (2) substitute a functionally equivalent product with the same or similar features reasonably acceptable to Clearwire and extend this indemnity to the substitute products, or; (3) accept the return of the Infrastructure Products and reimburse Clearwire the purchase price therefore, less a reasonable charge for prior use, if any, of the Infrastructure Products. If the claim is alleged prior to completion of delivery of the Infrastructure Products, Motorola has the right to decline to make further shipments without being in breach of contract This indemnity does not extend to any suit based upon any infringement or alleged infringement arising from Infrastructure Products furnished by Motorola that are: (1) altered in any way by Clearwire or any third party if the alleged infringement would not have occurred but for such alteration; (2) combined with any other products or elements not furnished or approved in writing by Motorola if the alleged infringement would not have occurred but for such combination; or (3) claims arising out of Clearwire's unique specifications or instructions, if the alleged infringement would not have occurred but for such unique specifications or instructions. The indemnity provided in this section is the sole, exclusive, and entire liability of Motorola and the remedies provided in this section are Clearwire's exclusive remedies against Motorola for patent, copyright infringement or trade secret misappropriation, whether direct or contributory and is provided in lieu of all warranties, express, implied or statutory in regard to these potential liabilities, including the warranty against infringement specified in the Uniform Commercial Code. [*** Confidential Treatment Requested] 10

Should any intellectual property right obtained through the acquisition of NextNet be subject to an infringement or other claim and, in order to continue to supply Infrastructure Products which contain those intellectual property rights, Motorola settles the claim, or is subject to a judgment, requiring the payment of any royalty, then Clearwire agrees Motorola may add that royalty fee, on a pass-through basis, to the Exhibit "A" price of the affected Infrastructure Products. 10. CONFIDENTIALITY During the entire term of this Agreement, Section 1 of the Side Agreement between Clearwire and Motorola, dated June 28, 2006, applies to define Confidential Information, each party's use of the other's Confidential Information, and dissemination of information about this Agreement to third parties in any form. 11. TRADEMARK AND PUBLICITY Nothing contained in this Infrastructure Agreement will be construed as conferring any right to use any name, trademark or other designation of either party hereto, including any contraction, abbreviation, or simulation of any of the foregoing, in advertising, publicity or marketing activities. 12. FORECASTS, SHIPMENT, DELIVERY, OFF-LOADING AND WAREHOUSING 12.1 Clearwire will provide to Motorola on a monthly basis a rolling [***] forecast of Clearwire's estimated Infrastructure Product purchases (the "Forecasts"). Each such Forecast will be delivered to Motorola not less than [***] days prior to the start of the next calendar month. All Forecasts are non-binding. 12.2 All orders for Infrastructure Products by Clearwire will be submitted to Motorola in the form of electronic data interchange ("EDI") or other method as mutually agreed. Clearwire must provide firm, non-cancellable, purchase orders [***] prior to requested ship date. The only effect of any terms and conditions in Clearwire's purchase orders or any other documentation not signed by the parties shall be to request the time and place of delivery, and the number and models of Infrastructure Products to be delivered (provided that the time requested is not binding on Motorola unless the requested ship date is in accordance with this Section). 12.3 New Motorola Infrastructure Products must be qualified and tested in Clearwire Alpha and Beta field tests, using processes and tests as outlined in Exhibit "B" Schedule 8 and Schedule 9 mutually agreed acceptance plans. Clearwire may choose to waive these tests on an individual case basis. 12.4 No shipment of Infrastructure Products in the three weeks prior to the anticipated ship date will be considered early for purposes of invoicing. 12.5 Motorola will ship Infrastructure Products directly to the Site where it will be permanently installed, or to such other location as Clearwire may specify. 12.6 In the event that the Site is not available to receive the Infrastructure Products when shipped, Motorola, at its option, may ship said Infrastructure Products to a warehouse designated by Clearwire, and Clearwire will bear the costs of warehousing, reloading, transporting, off-loading and moving the Infrastructure Products into the warehouse. 13. TITLE, RISK OF LOSS AND INDEMNITY 13.1 Title to and risk of loss for all Equipment supplied hereunder will pass to Clearwire upon delivery to a carrier or to Clearwire at point of shipment. Motorola will deliver the [*** Confidential Treatment Requested] 11

Infrastructure Products to Clearwire free and clear of all liens, security interests or encumbrances of any type. 13.2 The above notwithstanding, title to Software will not pass to Clearwire at any time. 13.3 During the term of this Infrastructure Agreement, the parties will indemnify and hold harmless each other together with their officers, agents and employees from any and all loss, damage, expense, judgment, lien, suit, cause of action, demand or liability for personal injury, including death and tangible property damage, which may be imposed on or incurred by one party arising directly out of the negligent acts or omissions of the other, its agents, subcontractors, or employees during the performance of any work hereunder. The offending party will, at its sole expense, defend any suit based upon a claim or cause of action and satisfy any judgment that may be rendered against the other resulting therefrom, provided that the offending party will be given (i) prompt notice of any such claim or suit; and (ii) full opportunity to defend such suit. The offended party may, at its election, participate in the defense and will cooperate fully in defending any claim or suits. The offending party will pay all costs, expenses, and reasonable attorney's fees incurred by the offended party in connection with any such claim or suit or in enforcing this indemnity provision, provided a valid claim is presented. 14. FORCE MAJEURE Except for payment due, neither party will be liable for any delay or failure to perform due to any cause beyond its reasonable control. Causes include strikes, acts of God and interruptions of transportation. The delivery schedule will be considered extended by a period of time equal to the time lost because of any excusable delay. 15. TERMINATION 15.1 The initial term of this Agreement will be for a period of eight(8) years following the Effective Date. Unless notice of termination is given by either party at least 120 days prior to the scheduled termination date, this Agreement will continue in effect beyond the initial term, in successive one-year terms. Notwithstanding any number of renewals, this Agreement is a fixed term agreement and not an agreement of indefinite term. Nothing contained in this Agreement creates any express or implied obligation on either party to renew or extend this Agreement or to create any right to continue this Agreement on the same terms and conditions. 15.2 Either party may terminate this Agreement without liability by written notice to the other if the other makes a general assignment for the benefit of creditors, or if a petition in bankruptcy or under any insolvency law is filed by or against the other and such petition is not dismissed within sixty (60) days after it has been filed or the other commits a material breach of its obligations hereunder. However, in the case of any such breach which is capable of being cured, neither party will terminate this Agreement unless and until the other will have failed to make good such default within ninety (90) days after it will have been served with a written notice requiring that such default be made good and stating its intention to terminate the Agreement if compliance with the notice is not met; provided, however, that Infrastructure Product deficiencies described in Section 2.3.2 will not give rise to the termination remedy in this Section 15.2. The termination of this Agreement will not affect or prejudice any provisions of this Agreement, which are expressly or by implication provided to continue in effect after such termination. 15.3 Upon termination of this Agreement as a result of a material, uncured breach by Clearwire: (i) Motorola is relieved of any obligations to make any additional shipments and may cancel all of Clearwire's unshipped orders for Infrastructure Products, regardless of previous acceptance by Motorola of those orders, and Motorola has no obligation or 12

liability to Clearwire or any other party in connection with such cancellations; (ii) all outstanding invoices to Clearwire and other amounts due to Motorola from Clearwire become immediately due and payable, and each invoice not yet submitted to Clearwire for Infrastructure Products shipped prior to termination will be due and payable immediately upon submission of the invoice to Clearwire; (iii) Clearwire will immediately discontinue any further use of all Motorola names and trademarks in association with the Infrastructure Products, as well as any other combination of words, designs, trademarks or trade names that would indicate that Clearwire is or was an authorized distributor of the Infrastructure Products; and (iv) within 30 working days after termination, Clearwire will deliver to a location Motorola will specify all Motorola property, including all equipment, customer data, software items, catalogs, drawings, designs, engineering photographs, samples, literature, sales aids and any confidential business information and trade secrets of Motorola in Clearwire's possession, along with all copies of these items. Motorola's acceptance of any order by Clearwire for Infrastructure Products after the termination of this Agreement will not be construed as a renewal or extension of this Agreement, nor as a waiver of termination of this Agreement. 15.4 The terms, provisions, representations and warranties contained in this Agreement that by their sense and context are intended to survive the performance by either or both parties will so survive the completion of performances and termination of this Agreement, including the making of any and all payments due under this Agreement. 15.5 On or after January 1, 2009, Motorola may terminate this Agreement upon one year's prior written notice to Clearwire with continued supply of Infrastructure Products to Clearwire for a two year period commencing on the termination notice date under the terms of this Agreement. 15.6 Motorola will place the source code for current versions of the Expedience Infrastructure Product software owned by Motorola, as well as a copy of the software itself, in escrow, at Clearwire's cost, under terms and conditions that are mutually agreeable to the Parties. The parties agree to promptly enter into good faith, commercially reasonable negotiations in an effort to conclude a software escrow agreement within forty-five (45) days after the Effective Date. 16. [RESERVED] 17. LIMITATION OF LIABILITY EXCEPT FOR THE INDEMNITY OBLIGATIONS IN SECTIONS 9 AND 13, AND BREACHES OF CONFIDENTIALITY, NEITHER PARTY, WHETHER AS A RESULT OF BREACH OF CONTRACT. WARRANTY, TORT (INCLUDING NEGLIGENCE), PATENT INFRINGEMENT, COPYRIGHT INFRINGEMENT OR OTHERWISE, WILL HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE INFRASTRUCTURE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE INFRASTRUCTURE PRODUCTS, FACILITIES OR SERVICE, OR DOWNTIME COSTS. EXCEPT FOR THE INDEMNITY OBLIGATIONS IN SECTIONS 9 AND 13, AND FOR PAYMENTS DUE, AND BREACHES OF CONFIDENTIALITY OBLIGATIONS, A PARTY'S TOTAL LIABILITY TO THE OTHER FOR ANY BREACH OF THIS INFRASTRUCTURE AGREEMENT WILL IN NO EVENT EXCEED THE TOTAL VALUE OF SERVICES INVOICED BY MOTOROLA TO CLEARWIRE IN THE PRIOR [***] PROVIDED, HOWEVER, THAT DURING THE FIRST [***] OF THE TERM OF THIS AGREEMENT, THE CAP ON LIABILITY WILL BE THE GREATER OF [***] OR THE AGGREGATE AMOUNT PAID BY CLEARWlRE TO MOTOROLA UNDER THIS AGREEMENT IN THE PRIOR [***] [*** Confidential Treatment Requested] 13

18. ASSIGNMENT AND EQUIPMENT RESALE 18.1 The Infrastructure Agreement will accrue to the benefit of and be binding upon the parties hereto and any successor entity into which either party will have been merged or consolidated or to which either party will have sold or transferred all or substantially ail its assets, but it will not be otherwise assigned by either party (other than for security purposes to a bona fide lender to the assigning party) without the prior written consent of the other party. It is the intention of the parties that the exclusive and preferred supplier commitments survive any change of control of Clearwire. The parties agree that any consent to a requested assignment will not be unreasonably withheld or delayed. 18.2 Notwithstanding any other provision of this Infrastructure Agreement, the Software license granted to Clearwire in the form of Exhibit "C", may not be sublicensed, assigned or otherwise transferred by Clearwire, except when Clearwire transfers Infrastructure Products for inventory balancing purposes with its Affiliates. In the event Clearwire subsequently elects to sell to a third party the equipment purchased by Clearwire hereunder, Motorola agrees to relicense the Software to such third party in accordance with the then current terms of Motorola's Relicensing Policy. 19. GOVERNING LAW The laws of the State of New York, USA, will govern the validity, performance, and all matters relating to the effect of this Infrastructure Agreement and any amendment hereto. 20. EXPORT CONTROLS 20.1 If, at the time or times of Motorola's performance hereunder, a validated export license is required for Motorola, or its subcontractor, to lawfully export the goods or technical data from the United States of America, or the such other country of origin, then the issuance of such license to Motorola, or its subcontractor in accordance with the rules and regulations of the applicable country(ies), will constitute a condition precedent to Motorola's performance of its obligations hereunder. Motorola will apply for the export license for the products supplied hereunder based upon information timely supplied by Clearwire. Clearwire is responsible for any applicable import license requirements. Clearwire acknowledges that it may be required to obtain additional approvals to implement certain features of the System, including without limitation, encryption or authentication algorithms. Clearwire and Motorola acknowledge and agree that any delay in the grant of such licenses and/or approvals may impact the schedule of performance. 20.2 If, at time or times of Motorola's performance hereunder, approval by a regulatory body is required under applicable law, then such approval will constitute a condition precedent to Motorola's performance of its obligations hereunder (but only to the extent Motorola would be in violation of applicable law without such approval) and Motorola will use commercially reasonable efforts to obtain such approval. 20.3 Clearwire and Motorola agree to comply with all applicable export laws and regulations of the United States of America or such other country of origin. Specifically, but without limitation, Clearwire agrees that it will not resell or re-export Motorola Infrastructure Products or technical data in any form Without obtaining appropriate export or re-export licenses from the respective governmental authority of the United States of America or other country of origin. 21. ORDER OF PRECEDENCE In the event of an inconsistency in this Infrastructure Agreement, the inconsistency will be resolved by giving precedence in the following order: 14

21.1 Exhibit "A" and all duly executed amendments to Exhibit "A"; 21.2 All other Exhibits and all duly executed amendments to said Exhibits; and 21.3 This Infrastructure Agreement and duly executed amendments to this Infrastructure Agreement, with the latest amendment taking precedence over earlier amendments. 22. LANGUAGE OF AGREEMENT In the event that this Infrastructure Agreement is translated into any other language, the English language version hereof will take precedence and govern. 23. NOTICE 23.1 Notices required to be given by one party to another will be in the English language unless expressly agreed otherwise, and will be deemed properly given if reduced to writing and personally delivered or transmitted by registered or certified post to the address below, postage prepaid, and will be effective upon receipt. 23.1.1 Motorola will send notices as follows: Clearwire US LLC 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, WA 98033 Attention: Chief Executive Officer And with a copy to Legal Department With a copy to: Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101 Attention: Julie Weston 23.1.2 Clearwire will send notices as follows: Motorola, Inc. 1501 W. Shure Drive Arlington Heights, II 60004 Fax 847-632-2683 Attention: Clearwire Program Management CC: Senior Commercial Counsel, Law Department 23.2 Either party may change the addresses for giving notice from time to time by written instructions to the other of such change of address. 24. SURVIVAL OF PROVISIONS The parties agree that where the context of any provision indicates an intent that it will survive the term of this Infrastructure Agreement then it will survive. 15

25. WAIVER Failure or delay on the part of Motorola or Clearwire to exercise any right, power or privilege hereunder will not operate as a waiver thereof. 26. SEVERABILITY In the event any one or more of the provisions of this Infrastructure Agreement is held to be unenforceable under applicable law, (a) such unenforceability will not affect any other provision of this Infrastructure Agreement; (b) this Infrastructure Agreement will be construed as if said unenforceable provision had not been contained therein; and (c) the parties will negotiate in good faith to replace the unenforceable provision by such as has the effect nearest to that of the provision being replaced. 27. AUTHORITY Each party hereto represents and warrants that (i) it has obtained all necessary approvals, consents and authorizations of third parties and governmental authorities to enter into this Infrastructure Agreement and to perform and carry out its obligations hereunder; (ii) the persons executing this agreement on its behalf have express authority to do so, and, in so doing, to bind the party thereto; (iii) the execution, delivery, and performance of this Infrastructure Agreement does not violate any provision of any bylaw, charter, regulation, or any other governing authority of the party; and (iv) the execution, delivery and performance of this Infrastructure Agreement has been duly authorized by all necessary partnership or corporate action and this Infrastructure Agreement is a valid and binding obligation of such party, enforceable in accordance with its terms. 28. TERM The initial term of this Infrastructure Agreement will be for eight (8) years from the Effective Date. This Infrastructure Agreement will be automatically renewed for consecutive one (1) year terms unless either party notifies the other party in writing of its intent to terminate the Infrastructure Agreement at least one hundred and twenty (120) days prior to the expiration of the initial term or any renewal thereof. 29. UNITED STATES OF AMERICA ("U.S.") - GOVERNMENT COMPLIANCE This Agreement is a commercial contract and is governed by the terms and conditions negotiated by the parties. Clearwire represents and warrants that: (i) it is not a governmental entity; (ii) it is not owned in whole or in part, directly or indirectly, by any governmental entity; (iii) the purchases contemplated under this Agreement will not be financed using any funds obtained from any government entity (including, without limitation, OPIC, Eximbank or other similar agencies); and (iv) there is no other basis on which any regulations, decrees or laws applicable to sales to a governmental entity could be deemed applicable to this Agreement. The term "governmental entity," as used herein, will include agencies and instrumentalities of U.S. federal, state and local governments as well as of governments outside of the U.S. In the event that Clearwire elects to sell the products to a governmental entity, Motorola makes no representations with respect to the ability of its goods, services, or prices to satisfy any statues, regulations or provisions relating to such governmental sales. 30. ENTIRE AGREEMENT This Infrastructure Agreement and the Exhibits hereto, together with Section 1 of the Side Agreement referred to in Section 10, constitute the entire understanding between the parties concerning Infrastructure Products and supersede all prior discussions, agreements and 16

representations, whether oral or written and whether or not executed by Motorola and Clearwire with respect to the subject matter of this Agreement. No modification, amendment or other change may be made to this Infrastructure Agreement or any part thereof unless reduced to writing and executed by authorized representatives of both parties. The terms and conditions of this Infrastructure Agreement will prevail notwithstanding any variance with the terms and conditions of any order submitted by Clearwire following execution of this Infrastructure Agreement. In no event will the preprinted terms and conditions found on any Clearwire purchase order, acknowledgment or other form, or on any Motorola invoice, be considered an amendment or modification of this Infrastructure Agreement, even if such documents are signed by representatives of both parties; such preprinted terms and conditions will be null and void and of no force and effect. 31. COUNTERPARTS This Infrastructure Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which taken together will constitute one and the same instrument. Facsimile or digital signatures will be treated as originals. [Signature page follows] 17

Executed as of this 29th day of August, 2006 ("Effective Date"). MOTOROLA, INC. CLEARWIRE US LLC /s/ C. F. WRIGHT /s/ Benjamin G. Wolff ------------------------------------- ---------------------------------------- Signature Signature C. F. WRIGHT Benjamin G. Wolff Printed/Typed Name Printed/Typed Name SENIOR VICE-PRESIDENT Co-President & Co-CEO Title Title 8/29/06 8/29/06 Date Date Clearwire Corporation guarantees payment of the purchase price for any Infrastructure Products or services purchased by Clearwire or any Clearwire Affiliate under this Wireless Broadband System Infrastructure Agreement, subject to the exercise of any rights of Clearwire or such Clearwire Affiliate with respect to such payment. Motorola need not exhaust remedies against Clearwire and Clearwire Affiliates(other than to demand payment and to allow for the passage of the applicable cure period) prior to pursuing this guarantee of Clearwire Corporation. CLEARWIRE CORPORATION /s/ Benjamin G. Wolff ------------------------------------- Signature Benjamin G. Wolff Printed/Typed Name Co-President & Co-CEO Title 8/29/06 Date

EXHIBIT "A" SCHEDULE 1 TO THE WIRELESS BROADBAND SYSTEM INFRASTRUCTURE AGREEMENT EXPEDIENCE AND WI-MAX INFRASTRUCTURE PRODUCTS AND PRICING The pricing stated in this Exhibit A, Schedule 1 is the [***] pricing to be charged by Motorola under this Agreement. Throughout the term of this Agreement, Motorola will use commercially reasonable efforts to [***] for the Infrastructure Products specifically listed in this Exhibit A, Schedule 1; provided, however that all Expedience Infrastructure Product pricing shall [***] by [***] on [***]. SEE ATTACHED [*** Confidential Treatment Requested] A-1

2006 EXPEDIENCE INFRASTRUCTURE EQUIPMENT <TABLE> <CAPTION> TOTAL (I)NFRA/ ITEM DESCRIPTION PRICE (C)PE ---- ----------- ----- -------- <S> <C> <C> <C> 123-0350-1002 ANTENNA BRACKET INEGRAL BASE ASSEM. [***] I 123-0350-1010 INTEGRAL BASE POLE MOUNTING KIT [***] I 250-0100-0010 GPS SYSTEM 10 FT [***] I 250-0100-0025 GPS SYSTEM 25 FT [***] I 250-0100-0050 GPS SYSTEM 50 FT [***] I 250-0100-0100 GPS SYSTEM 100 FT [***] I 250-0100-0132 BTS OUTDOOR MOUNTING KIT [***] I 250-0100-0200 GPS SYSTEM 200 FT [***] I 250-0150-0001 DEUTSCH TOOL KIT [***] I 250-0150-0010 GPS RECEIVER KIT (INCL 10' CABLE, BRACKETS, TERM) [***] I 250-0150-0025 GPS RECEIVER KIT (INCL 25' CABLE, BRACKETS, TERM) [***] I 250-0150-0050 GPS RECEIVER KIT (INCL 5' CABLE, BRACKETS, TERM) [***] I 250-0150-0100 GPS RECEIVER KIT (INCL 100' CABLE, BRACKETS, TERM) [***] I 250-0150-0101 GPS SYSTEM 100 FT(AMOD) SPECIFIC TO CLEARWIRE [***] I 250-0150-0200 GPS RECEIVER KIT (INCL 200' CABLE, BRACKETS, TERM) [***] I 250-0150-0202 GPS SYSTEM 200 FT(AMOD) SPECIFIC TO CLEARWIRE [***] I 301-0015-0001 COMMAND ADHESIVE STRIPS [***] I 350-0100-0002 BTS WALLMOUNT BRACKETS [***] I 350-0100-0025 5 ALUMINUM CABLE MOUNT FOR 7' RACK [***] I 350-0100-0101 BTS 1U 19 RACK MTG BRACKET (2 REQD/BTS) [***] I 350-0200-0001 PIVOT BRACKET [***] I 350-0200-0002 SWING BRACKET [***] I 350-0200-0003 BRACKET HINGE PIECE TOP [***] I 350-0200-0004 BRACKET HINGE PIECE BOTTOM [***] I 350-0200-0005 WALL MOUNTING BRACKET INTEGRAL BASE [***] I 350-0200-0016 SHORT TOOTH BRACKET WITH BOLT LIP [***] I 350-0200-0017 SMALL TOOTH BRACKET NO BOLT LIP [***] I 350-0200-0101 BRACKET FOR STANDARD RACK [***] I 370-0200-0001 DE-MATING TOOL FOR CPP SERIES, SIZE 02 DEUTSCH CON [***] I 420-0060-0010 16.9 WATT WALL MOUNT ADAPTER [***] I 420-0060-0020 16.9 WATT WALL MOUNT ADAPTER (UK) [***] I 420-0060-0030 16.9 WATT WALL MOUNT ADAPTER (EU) [***] I 420-0060-0040 16.9 WATT WALL MOUNT ADAPTER (AUS) [***] I 440-0101-0060 INTERFACE CONNECTOR BD ASSM. A-MOD [***] I 440-0200-0060 INTERFACE CONNECTOR BOARD ASSM. [***] I 450-0010-2000 GPS, TRIMBLE ACUTIME 2000 (P/N 39091-00) [***] I 450-0010-2001 Trimble Acutime 2000 Lightning Protector [***] I 450-0010-2002 ACCUTIME 2000 SYNCHRONIZATION KIT (WITH 100" CABLE [***] I 501-0350-1011 STELLA DORADUS ANTENNA MOUNTING KIT [***] I 501-1002-2701 DIRECTIONAL ANTENNA 2.6 V, 15dBi 120 X 7 DEG, NF [***] I 501-1002-3401 STELLA DORADUS 3.3-3.6 GHZ V POL 120 X 7 ANTENNA [***] I 501-1002-3701 ANTENNA 3.7 V. 15DBI 120X7 DEG NF(LESS MTG BKT) [***] I 501-1006-2701 DIRECTIONAL ANTENNA 2.6 V, 15dBi 60 X 7 DEG, NF [***] I 501-1006-3401 ANTENNA, 3.4 V 18DBI, 60 X 7 DEG,NF [***] I 501-1009-2301 ANTENNA 2.3-2.5V 16dBi 90X7 DEG NF [***] I 501-1009-2701 ANTENNA, 2.6 V, 16dBi, 90x7 DEG, NF [***] I 501-1009-2791 ANTENNA, 2.6V 16DBI, 90X9 DEG 1EDT [***] I </TABLE> [*** Confidential Treatment Requested] A-2

<TABLE> <CAPTION> TOTAL (I)NFRA/ ITEM DESCRIPTION PRICE (C)PE ---- ----------- ----- -------- <S> <C> <C> <C> 501-1009-2792 ANTENNA, 2.6V 16DBI, 90X7 DEG 2EDT [***] I 501-1009-2793 ANTENNA, 2.6V 16DBI, 90X9 DEG 3EDT [***] I 501-1009-2794 ANTENNA, 2.6V 16DBI, 90X8DEG 4EDT [***] I 501-1009-2795 ANTENNA, 2.6V 15DBI, 90X9 DEG 5EDT [***] I 501-1009-3401 ANTENNA 3.4, V, 16DBI, 90X7 DEG, NF [***] I 501-1009-3701 ANTENNA 3.7 V. 16DBI 90X7 DEG NF(LESS MTG BKT) [***] I 501-3002-2601 ANTENNA =, 2.6V. 13DBI, 360 X 7 DEG [***] I 501-3004-2601 ANTENNA, 2.6V. 10DBI, 360 X 10 DEGREE [***] I 501-3004-3301 ANTENNA 3.3 V. 13DBI 360 X 5 DEG [***] I 501-3004-3601 OMNI-DIRECTIONAL ANTNNA 360 3.4-3.6GHZ [***] I 501-3004-3701 ANTENNA 3.7 V. 13BDI 360 X5 DEG [***] I 515-1005-0002 2 POS, HIGH CURRENT, SCREW TERM CONN. FOR TVS [***] I 515-1012-0202 DC PWR JACK W/SWT [***] I 515-2015-0004 4-PIN TERMINAL BLOCK 5.08 MM PITCH [***] I 515-2016-0004 4 PIN CONN TERMINAL BLOCK 3.81 MM PITCH [***] I 515-6005-0002 BASE STATION ii IMPEDANCE TERMINATOR PLUG 100 OHM [***] I 597-0160-0002 INDB CABLE HARNESS [***] I 597-0160-0005 INDOOR BASE PWR EXTENDED CABLE [***] I 597-1162-0500 500' ROLL 16/2 DC POWER CABLE [***] I 597-5001-0100 BASE FILTER CABLE ASSEMBLY, MCX (JCI 416-8813-001) [***] I 597-5001-0105 BASE FILTER CABLE ASSEMBLY, MCX 4" [***] I 597-5001-0110 3.3/3.5 GHZ LIGHTNING PROTECTOR CABLE ASSM. [***] I 597-5001-0403 RF JUMPER CABLE, TYPE N ST/90 DEG, 3FT [***] I 597-5001-0404 RF JUMPER CABLE, TYPE N ST/90 DEG, 4FT [***] I 597-5001-0406 RF JUMPER CABLE, TYPE N ST/90 DEG, 6FT [***] I 597-5001-0408 RF JUMPER CABLE, TYPE N ST/90 DEG, 8FT [***] I 597-5001-0410 RF JUMPER CABLE, TYPE N ST/90 DEG, 10FT [***] I 597-5001-0412 RF JUMPER CABLE, TYPE N ST/90 DEG, 12FT [***] I 597-5120-0207 BRITISH NON-DETACHABLE [***] I 597-5120-0507 7' THREE- WIRE POWER CORD (CHINA/ AUSTRALIA) [***] I 597-5212-0004 4 FT JUMPER [***] I 597-5212-0006 6 FT TOP JUMPER CABLE [***] I 597-5212-0008 8 FT 1/2" HELIAX CABLE ASSEMBLY [***] I 597-5212-0012 12 FT 1/2" HELIAX CABLE ASSEMBLY [***] I 597-6011-0010 BASE STATION TO GPS CABLE, 10 FT [***] I 597-6011-0025 BASE STATION TO GPS CABLE, 25 FT [***] I 597-6011-0050 BASE STATION TO GPS CABLE, 50 FT [***] I 597-6011-0100 BASE STATION TO GPS CABLE, 100 FT [***] I 597-6011-0200 BASE STATION TO GPS CABLE 200 FT [***] I 597-6012-0003 BASE TO BASE DAISY CHAIN CABLE-GPS CABLE 3 FT [***] I 597-6012-0004 BASE TO BASE DAISY CHAIN CABLE-GPS CABLE 4 FT [***] I 597-6012-0010 BASE TO BASE DAISY CHAIN CABLE-GPS CABLE 10 FT [***] I 597-6012-0025 BASE TO BASE DAISY CHAIN CABLE-GPS CABLE 25 FT [***] I 597-6012-0050 BASE TO BASE DAISY CHAIN CABLE-GPS CABLE 50 FT [***] I 597-6012-0100 BASE TO BASE DAISY CHAIN CABLE-GPS CABLE 100 FT [***] I 597-6012-0200 BASE TO BASE DAISY CHAIN CABLE-GPS CABLE 200 FT [***] I 597-6013-0001 BASE STATION TO TVS POWER/ETHERNET CABLE, 1 FT [***] I 597-6013-0002 BASE STATION TO TVS POWER/ETHERNET CABLE, 2 FT [***] I 597-6013-0004 BASE STATION TO TVS POWER/ETHERNET CABLE, 4 FT [***] I </TABLE> [*** Confidential Treatment Requested] A-3

<TABLE> <CAPTION> TOTAL (I)NFRA/ ITEM DESCRIPTION PRICE (C)PE ---- ----------- ----- -------- <S> <C> <C> <C> 597-6013-0006 BASE STATION TO TVS POWER/ETHERNET CABLE, 6 FT [***] I 597-6013-0010 BASE STATION TO TVS POWER/ETHERNET CABLE, 10 FT [***] I 597-6013-0025 BASE STATION TO TVS POWER/ETHERNET CABLE, 25 FT [***] I 597-6013-0050 BASE STATION TO TVS POWER/ETHERNET CABLE, 50 FT [***] I 597-6013-0100 BASE STATION TO TVS POWER/ETHERNET CABLE, 100 FT [***] I 597-6013-0200 BASE STATION TO TVS POWER/ETHERNET CABLE, 200 FT [***] I 597-6013-0300 BASE STATION TO TVS POWER/ETHERNET CABLE, 300 FT [***] I 597-6014-0010 BASE STATION PROGRAMMING CABLE, 10 FT [***] I 597-6025-0010 CABLE GPS-TO-BTS 10' DEUTSCH CONN [***] I 597-6025-0025 CABLE GPS-TO-BTS 25' DEUTSCH CONN [***] I 597-6025-0050 CABLE GPS-TO-BTS 50' DEUTSCH CONN [***] I 597-6025-0100 CABLE GPS-TO-BTS 100' DEUTSCH CONN [***] I 597-6025-0200 CABLE GPS-TO-BTS 200' DEUTSCH CONN [***] I 597-6025-0300 NEXTNET EXPEDIENCE BASE STATION II TO GPS 300FT [***] I 597-6026-0004 STATION II RS442/1 PPS DAISY CHAIN ASSY (4FT) [***] I 597-6026-0010 BASE STATION II RS442/1 PPS DAISY CHAIN ASSY (10) [***] I 597-6026-0025 RS442/1 PPS DAISY CHAIN ASSY [***] I 597-6026-0050 STATION II RS442/1 PPS DAISY CHAIN ASSY (50FT) [***] I 597-6026-0100 BASE STATION II RS442/1 PPS DAISY CHAIN ASSY (100) [***] I 597-6026-0200 BASE STATION II RS442/1 PPS DAISY CHAIN ASSY (200) [***] I 597-6027-0002 BASE STATION II TO TVS MODULE CABLE 2 FT [***] I 597-6027-0004 BASE STATION II TO TVS MODULE CABLE 4 FT [***] I 597-6027-0006 BASE STATION II TO TVS MODULE CABLE 6 FT [***] I 597-6027-0010 BASE STATION II TO TVS MODULE CABLE 10 FT [***] I 597-6027-0025 BASE STATION II TO TVS MODULE CABLE 25 FT [***] I 597-6027-0050 BASE STATION II TO TVS MODULE CABLE 50 FT [***] I 597-6027-0100 BASE STATION II TO TVS MODULE CABLE 100 FT [***] I 597-6027-0200 BASE STATION II TO TVS MODULE CABLE 200 FT [***] I 597-6027-0300 BASE STATION II TO TVS MODULE CABLE 300 FT [***] I 597-6028-0010 BASE STATION RS232 PROGRAMMING CABLE [***] I 597-6125-0010 CABLE GPS-TO-BTS 10' DEUTSCH CONN INTENSE WEATHER [***] I 597-6125-0025 CABLE GPS-TO-BTS 25' DEUTSCH CONN INTENSE WEATHER [***] I 597-6125-0050 CABLE GPS-TO-BTS 50' DEUTSCH CONN INTENSE WEATHER [***] I 597-6125-0100 CABLE GPS-TO-BTS 100' DEUTSCH CONN INTENSE WEATHER [***] I 597-6125-0200 CABLE GPS-TO-BTS 200' DEUTSCH CONN INTENSE WEATHER [***] I 597-6125-0300 CABLE GPS-TO-BTS 300' DEUTSCH CONN INTENSE WEATHER [***] I 597-6126-0004 BASE RS442/1 PPS DAISY CHAIN ASSY 4' INT WEATHER [***] I 597-6126-0010 BASE RS442/1 PPS DAISY CHAIN ASSY 10' INT WEATHER [***] I 597-6126-0025 BASE RS442/1 PPS DAISY CHAIN ASSY 25' INT WEATHER [***] I 597-6126-0050 BASE RS442/1 PPS DAISY CHAIN ASSY 50' INT WEATHER [***] I 597-6126-0100 BASE RS442/1 PPS DAISY CHAIN ASM 100' INT WEATHER [***] I 597-6126-0200 BASE RS442/1 PPS DAISY CHAIN ASM 200' INT WEATHER [***] I 597-6127-0002 BASE STATION II TO TVS MOD CABLE 2 FT INT WEATHER [***] I 597-6127-0004 BASE STATION II TO TVS MOD CABLE 4 FT INT WEATHER [***] I 597-6127-0006 BASE STATION II TO TVS MOD CABLE 6 FT INT WEATHER [***] I 597-6127-0010 BASE STATION II TO TVS MOD CABLE 10FT INT WEATHER [***] I 597-6127-0025 CABLE GPS-TO-BTS 25' DEUTSCH CONN INTENSE WEATHER [***] I </TABLE> [*** Confidential Treatment Requested] A-4

<TABLE> <CAPTION> ITEM DESCRIPTION TOTAL PRICE (I)NFRA/(C)PE ---- ----------- ----------- ------------- <S> <C> <C> <C> 597-6127-0050 CABLE GPS-TO-BTS 50' DEUTSCH CONN INTENSE WEATHER [***] I 597-6127-0100 CABLE GPS-TO-BTS 100' DEUTSCH CONN INTENSE WEATHER [***] I 597-6127-0200 CABLE GPS-TO-BTS 200' DEUTSCH CONN INTENSE WEATHER [***] I 597-6127-0300 CABLE GPS-TO-BTS 300' DEUTSCH CONN INTENSE WEATHER [***] I 598-0002-0002 2FT X 3/4" OD MOUNTING PIPE [***] I 598-0002-0004 4FT X 3/4" OD MOUNTING PIPE [***] I 598-0002-0100 COPPER SET SCREW LUG, STRAIGHT TONGUE, 14-4 AWG, [***] I 598-0160-0001 GUIDE PINS BASE UNIT [***] I 598-0160-0040 STRAP STR RELIEF FOR DIP 40 CONN [***] I 598-1000-0001 HINGE, LIFT-OFF / WITH PIN [***] I 598-1000-0002 HINGE, LIFT-OFF / WITHOUT PIN [***] I 598-1000-0010 U-TYPE FASTENER [***] I 700-0150-0001 DMC CRIMP TOOL, MH860 [***] I 700-0150-0002 DMC CRIMP TOOL, AF-8 [***] I 700-0150-0003 DMC POSITIONER TOOL, # 86-7 [***] I 700-0150-0004 DMC POSITIONER TOOL, # TH163 [***] I 700-1100-2001 GREEN / WHITE INSERTION / EXTRACTION TOOL [***] I 700-1100-2201 RED / ORANGE INSERTION / EXTRACTION TOOL [***] I 900-0009-0055 NETWORK INTERFACE MODULE KIT [***] I 900-0100-0125 TVS MODULE BOX [***] I 900-0323-1000 BTS-2300-A, ISPOOO, CHP DIECAST [***] I 900-0337-1000 BTS-3700-C. DIECAST ISPOOO. CHPL-3-7030 [***] I 900-0337-9100 3.7 ROHS NON-ENHANCED BTS-3700-C ISPOOO CHPL-3-7010 [***] I 900-0350-1000 BTS-2500-C ISPOOO, CHPL -2-6010 DIECAST [***] I 900-0350-9100 2.6 ROHS NON-ENHANCED BTS-2500-C ISPOOO CHPL-2-6010 [***] I 900-0352-1000 BTS-3300-C, ISPOOO, CHPL-3-3010 DIECAST [***] I 900-0354-1000 BTS-3500-C, ISPOOO, CHPL-3-5030 DIECAST [***] I 900-0354-9100 3.5 ROHS NON-ENHANCED BTS-3500-C ISPOOO CHPL-3-5030 [***] I 900-0360-1000 BTS-2500-E, ISPOOO, CHPL-2-6010 [***] I </TABLE> [*** Confidential Treatment Requested] A-5

WIMAX- CLEARWIRE PRICING PRODUCT/DESCRIPTION Diversity Access Point-2006 (non-Redundant) 4 Sector integrated base site. Includes antennas, 2.5 GHz RF modules, GPS, modem, fiber optic and power cables, power supplies and mounting brackets. Includes any necessary hardware upgrades, if any, from Wave 1 to Wave 2 if originally purchased as Wave 1. Channelization is 5 and 10 MHz. Tiers Measured on CUMULATIVE Lifetime purchases of both 4 Sector and 3 Sector products for the DAP 2006 products Available [***] <TABLE> <CAPTION> [***] 2008 2009 2010 2011 ----- ----- ----- ----- ----- <S> <C> <C> <C> <C> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> Diversity Access Point - 2006 (non-Redundant) 3 Sector integrated base site. Includes antennas, 2.5 GHz RF modules, GPS, modem, fiber optic and power cables, power supplies and mounting brackets. Includes any necessary hardware upgrades, if any, from Wave 1 to Wave 2 if originally purchased as Wave 1. Channelization is 5 and 10 MHz. Tiers Measured on CUMULATIVE Lifetime purchases of both 4 Sector and 3 Sector products for the DAP 2006 products Available [***] <TABLE> <CAPTION> 2007 2008 2009 2010 2011 ----- ----- ----- ----- ----- <S> <C> <C> <C> <C> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> WIMAX Network Support (Including Software Maintenance) WIMAX NSP per Sector & per CAP Controller per year. Starts January 1st in the year after shipment. Does not include Extended Hardware Maintenance [***] per Sector per year [***] per CAP controller per year. - capped at the lesser of 1) [***] per year or 2 [***] per Subscriber per year. CAP Controller - 1000 Site Configuration Hardware includes redundant ATA shelf and access point controller cards for up to 1,000 sites and 1,000,000 users. One(1) is required per access point network. [***] Available [***] Portal Element Management System Central Server Software per workstation. Excludes PC Hardware License Keys, one required per DAP [***] Available [***] [***] Available [***] Notes - all pricing quoted is for the 2.5 Ghz products in US Dollars - Taxes, Insurance & Freight will be added as applicable 3.5 Ghz DAP products (5 and 7 mhz chnl only) are offered at [***] price as above 3.5 Ghz CPE/PC Cards (5 and 7 mhz chnl only) are offered at [***] to prices shown above Expedience - Clearwire Pricing <TABLE> <CAPTION> 2007 2008 2009 2010 ----- ----- ----- ----- <S> <C> <C> <C> <C> Expendience Network [***] [***] [***] [***] Support (Including Software Maintenance) </TABLE> Experience NSP per sector per year. Starts January 1st in the year after shipment. Does not include Extended Hardware Maintenance - capped at the lesser of 1) [***] per year or [***] per Subscriber per year [*** Confidential Treatment Requested] A-6

EXHIBIT "A" SCHEDULE 2 TO THE WIRELESS BROADBAND SYSTEM INFRASTRUCTURE AGREEMENT TARGETED EQUIPMENT AVAILABILITY DATES <TABLE> <CAPTION> MILESTONE # DATE 2.5 GHZ NETWORK MILESTONES ----------- ----- -------------------------- <S> <C> <C> N1 [***] [***] N2 [***] [***] N3 [***] [***] N4 [***] [***] N5 [***] [***] N6 [***] [***] N7 [***] [***] </TABLE> This Schedule sets forth Infrastructure Products and target availability dates therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, this Schedule will be amended accordingly and Motorola will agree to deliver Infrastructure Products in accordance with the target availability dates described in such amended Schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified above or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 2.3.4 of this Agreement. [*** Confidential Treatment Requested] A-7

EXHIBIT "B" TO THE WIRELESS BROADBAND SYSTEM INFRASTRUCTURE AGREEMENT TECHNICAL SPECIFICATIONS <TABLE> <CAPTION> TARGETED DISCUSSION DURATION PERIOD FROM EXHIBIT B SCHEDULE PERMITTED START DATES* ------------------ ---------------------- <S> <C> Exhibit B-Schedule 1 - Clearwire Expedience WiMAX N/A Ntw.doc Exhibit B-Schedule 2 - ASN requirements vO.5.doc 60 Exhibit B-Schedule 3 - WiMAX ICD requirements vO.3.doc 60 Exhibit B-Schedule 4 - Expedience ICD requirements 120 vG.3.doc Exhibit B-Schedule 5 - System validation plan_vO.2.doc 60 Exhibit B-Schedule 6 - Wimax cert profiles vO.2.doc 120 Exhibit B-Schedule 7 - DAP CAP Product 120 Description1.2a.pdf Exhibit B-Schedule 8 - Alpha field testplan vO.2.doc 60 Exhibit B-Schedule 9 - Beta market testplan vO.3.doc 180 Exhibit B-Schedule 10 - Wave2 testplan vO.3.doc 180 *TO the extent the discussions involve third parties other than Motorola and Clearwire, start date will not begin prior to closing. </TABLE> SEE SCHEDULES 1-10 ATTACHED THIS EXHIBIT "B" SETS FORTH INFRASTRUCTURE PRODUCTS AND TECHNICAL SPECIFICATIONS THEREFOR WHICH CLEARWIRE DESIRES TO PURCHASE. ONCE MUTUALLY AGREED UPON BY THE PARTIES, THIS EXHIBIT "B" WILL BE AMENDED ACCORDINGLY AND MOTOROLA WILL AGREE TO DELIVER INFRASTRUCTURE PRODUCTS IN ACCORDANCE WITH THE SPECIFICATIONS AND FEATURES DESCRIBED IN SUCH AMENDED EXHIBIT "B". MOTOROLA AND CLEARWIRE WILL USE COMMERCIALLY REASONABLE EFFORTS TO ACHIEVE THE OBJECTIVES STATED IN THIS EXHIBIT "B" BY THE DATES SPECIFIED ABOVE OR ELSEWHERE IN THIS AGREEMENT, INCLUDING IDENTIFYING THOSE PROVISIONS OF THIS EXHIBIT "B" THE BREACH OF WHICH WILL BE MUTUALLY AGREED UPON TO CONSTITUTE A MATERIAL BREACH FOR PURPOSES OF SECTION 2.3.4 OF THIS AGREEMENT. [*** Confidential Treatment Requested] B-1

INFRASTRUCTURE AGREEMENT EXHIBIT B SCHEDULE 1 Clearwire Expedience/WiMAX Network Architecture - THIS DIAGRAM OUTLINES A STANDARD WIMAX ARCHITECTURE AS PROPOSED IN NWG STAGE 2 DESIGN. - [***] - [***] - THE COLORED BOXES ILLUSTRATE THE NETWORK FUNCTIONS THAT NEED TO EXIST IN THE FUNCTIONAL NETWORK ELEMENTS [***] This Schedule sets forth Infrastructure Products and technical specifications therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, this Schedule will be amended accordingly and Motorola will agree to deliver Infrastructure Products in accordance with the specifications and features described in such amended Schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified in Exhibit "B" or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 2.3.4 of this Agreement. [*** Confidential Treatment Requested]

CLEARWIRE WIMAX NETWORK [***] [*** Confidential Treatment Requested] 2

INFRASTRUCTURE AGREEMENT EXHIBIT B SCHEDULE 2 WIMAX ASN-GW REQUIREMENTS DOCUMENT NUMBER: CLROOX RELEASE: 0.5 JUNE, 2006 This Schedule sets forth Infrastructure Products and technical specifications therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, this Schedule will be amended accordingly and Motorola will agree to deliver Infrastructure Products in accordance with the specifications and features described in such amended Schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified in Exhibit "B" or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 2.3.4 of this Agreement. 1

DOCUMENT HISTORY <TABLE> <CAPTION> NUMBER DATE AUTHOR DESCRIPTION ------ ------------- ------------------------ ---------------------- <S> <C> <C> <C> 0.4 June 14, 2006 Mark Winter/Pete Gelbman Initial version ..05 June 21, 2006 Pete Gelbman Joint CW/MOT edits for clarification </TABLE> 2

CONTENTS <TABLE> <S> <C> 1. ASN PROFILE REQUIREMENTS ................................................ 5 1.1. PMIP ............................................................... 5 1.2. R6 Tunnel .......................................................... 5 1.3. RRM and R8 Interface ............................................... 5 2. PLATFORM ARCHITECTURE ................................................... 5 2.1. High Availability .................................................. 5 2.2. Scalability ........................................................ 6 2.3. Access Control ..................................................... 6 2.4. Interface Support .................................................. 6 2.5. Protocols .......................................................... 6 2.6. Latency Performance ................................................ 6 2.7. Server support ..................................................... 6 3. ASN BILLING ............................................................. 6 4. QOS ..................................................................... 7 5. MANAGEMENT .............................................................. 7 5.1. Security ........................................................... 7 5.2. Command Line Interface (CLI) ....................................... 7 5.3. Network communications (remote) .................................... 7 5.4. Serial Communications (local console port) ......................... 7 5.5. Debugging .......................................................... 7 5.6. Dedicated Management Port .......................................... 7 5.7. Reporting .......................................................... 8 5.8. Configuration Management ........................................... 8 5.9. Storage ............................................................ 8 </TABLE> 3

1. ASN PROFILE REQUIREMENTS ASN PROFILE C is required, including all functional entities, protocols, and interfaces as defined by the WiMAX Forum Network Working Group (NWG) in current and future versions of WiMAX End-to-End Network System Architecture, Stage 2 and Stage 3 reference documentation, dated 2006.04.17. At the time these requirements are being written, NWG Stage 3 (Detailed protocols and procedures) are still under development. The following sections clarify specific functional requirements in certain areas where necessary. 1.1. PMIP ASN must support Proxy Mobile IP. 1.2. R6 TUNNEL R6 must support GRE tunneling protocol between BTS and ASN-GW. 1.3. RRM AND R8 INTERFACE Within ASN profile C, RRM (including RRA and RRC) and related mobility HO functions are defined to reside in the BS. Separation of BS and ASN-GW functions in this manner is generally in line with Clearwire ASN requirements. However, having all RRM functions reside only in BS may preclude or make it difficult to implement optimized soft handover or network managed mobility handovers. This issue has been recognized within the WiMAX NWG and proposals for using R8 interface (inter-BS communications) to resolve this issue. To date, these strategies have not been defined within NWG stage 2 or 3 documentation. Even within the context of an R8 solution there may be significant implementation challenges, that may requires proprietary BS RRM solutions, or necessitate revisiting the split of RRM functions between BS/ASN within profile C. Since this issue is currently under investigation in NWG, there is no specific requirement that Clearwire can articulate other than to require that both ASN and BS vendors recognize that this issue exists and commit to the joint development of a comprehensive solution that meets Clearwire mobility requirements. 2. PLATFORM ARCHITECTURE 2.1. HIGH AVAILABILITY The ASN-GW should have the following HA features: - System should be designed to provide carrier class with 99.999% availability - No Single Point of failure. - Hitless software upgrades. - Hitless failover for non-stop forwarding. - ASN-GW should have messaging if a connection limit has been reached to communicate to the BS to contact another ASN-GW. 4

2.2. SCALABILITY - ASN-GW platform should be scalable enough to support cost effective, flexible hardware deployments of both large and small markets, while maintaining common software functionality & configuration. [***] 2.3. ACCESS CONTROL ASN-GW should support Access Control Lists 2.4. INTERFACE SUPPORT The system must support the following standard network interfaces: [***] 2.5. PROTOCOLS ASN-GW must support the following protocols: [***] 2.6. LATENCY PERFORMANCE System should introduce minimal latency as traffic flows through it. 2.7. SERVER SUPPORT Any server based application must run on major open source Linux distribution such as CentOS, RedHat Enterprise Linux, etc. 3. ASN BILLING ASN platform must provide billing function to CRM. It's expected that this will occur via industry standard AAA/RADIUS interface from ASN elements; however WiMAX has not fully defined these requirements. Issues to be jointly worked out: - Per current WiMAX stage 2/3 docs, AAA lives in CSN. Its recognized that having AAA/Proxy live within ASN may be a good thing. [*** Confidential Treatment Requested] 5

- Another complexity is that CW USA is actually a ASN & CSN so these boundaries do not currently directly align with overall sys-arch. 4. QOS ASN-GW should support [***] techniques. These should facilitate QoS policy definition, classification, and enforcement. 5. MANAGEMENT ASN-GW Management details shall be specified in detail under general Clearwire OAM&P requirements. The following sections provide specific additional requirement. 5.1. SECURITY ASN-GW operator security authentication should be capable of supporting RADIUS AAA. NOTE: this is not WIMAX SS authentication - this is management login authentication. 5.2. COMMAND LINE INTERFACE (CLI) ASN must provide a terminal CLI access to operating system commands. UNIX shell characteristics with hierarchical menu structure with the common function [arg1] [arg2] format, context help, and tab-completion is preferred. The shell CLI should be common to various access methods such as network, or serial. The well-known Cisco router IOS provides a good example of an engineering-friendly CLI. 5.3. NETWORK COMMUNICATIONS (REMOTE) A method for logging into a remote target and for executing commands over a TCP/IP network is required. Industry standard tools such as Telnet and SSH are preferred. For file transfer, SCP, TFTP, and FTP are preferred. These protocols have client programs available on all popular operating systems and API's are available in many programming languages. 5.4. SERIAL COMMUNICATIONS (LOCAL CONSOLE PORT) A dedicated local RS-232 interface is required for initial configuration and reliable access to the target shell when the network may not be functional. 5.5. DEBUGGING ASN software should provide module/function level debug and data logging capabilities. Since such functions significantly impact MIPS and system performance, each module should provide its own ability to enable/disable debug/logging and discreet levels of verbosity. 5.6. DEDICATED MANAGEMENT PORT A dedicated management Ethernet port is required for out of band management of the system. [*** Confidential Treatment Requested] 6

5.7. REPORTING System should support the following event, fault, and troubleshooting features at a minimum: [***] - All these functions should be designed with performance impact considerations. 5.8. CONFIGURATION MANAGEMENT - ASN devices must provide following functionality: [***] - ASN-GW software configuration shall be provided via a single text file than can be edited and saved locally or remotely and transferred to and from the device via TFTP/SCP network protocols. 5.9. STORAGE The platform should have flash based storage where backup code images and files can be stored. Todo: - Need to add Acronym def [***] [*** Confidential Treatment Requested] 7

[***] - It's recognized that there are many approaches to these issues with various complex pros/cons that need to be addressed jointly. [***] [*** Confidential Treatment Requested] 8

INFRASTRUCTURE AGREEMENT EXHIBIT B SCHEDULE 3 WIMAX ICD REQUIREMENTS DOCUMENT NUMBER: CLR00X RELEASE: 0.3 JUNE, 2006 This Schedule sets forth Infrastructure Products and technical specifications therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, this Schedule will be amended accordingly and Motorola will agree to deliver Infrastructure Products in accordance with the specifications and features described in such amended Schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified in Exhibit "B" or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 2.3.4 of this Agreement. 1

DOCUMENT HISTORY <TABLE> <CAPTION> NUMBER DATE AUTHOR DESCRIPTION ------ ------------- ------------ ----------------------------------- <S> <C> <C> <C> 0.1 June 13, 2006 Scott Jacka Initial version 0.3 June 21, 2006 Pete Gelbman Join CW/MOT edits for clarification </TABLE> 2

CONTENTS <TABLE> <S> <C> 1. INTRODUCTION.......................................................... 4 2. INTERFACE DESCRIPTIONS................................................ 5 2.1. AAA to ASN Interface............................................. 5 2.1.1. Network Connectivity...................................... 5 2.2. EMS to BS Interface.............................................. 5 2.2.1. Network Connectivity...................................... 5 2.2.2. Management and Monitoring................................. 5 2.3. EMS to ASN Interface............................................. 5 2.3.1. Network Communications.................................... 5 2.3.2. Management and Monitoring................................. 5 2.4. EMS to SS/MS Interface........................................... 6 2.5. EMS to NMS/CRM Interface......................................... 6 3. EMS REQUIREMENTS...................................................... 7 3.1. General EMS Requirements......................................... 7 3.2. Tiered Access and Logging........................................ 8 3.3. Command Line Interface........................................... 8 4. CENTRAL SOFTWARE, INVENTORY, AND CONFIGURATION REPOSITORY............. 10 5. SS TROUBLESHOOTING API................................................ 12 6. NETWORK SUPPORT TOOLS................................................. 13 6.1. Drive test application software.................................. 13 6.2. SS/MS Test Tool.................................................. 13 </TABLE> 3

1. INTRODUCTION This ICD provides the framework for the interfaces to be supported within the WiMAX network. These functions can be classified into the following categories: Operations, Maintenance and Provisioning and will be vital to the Clearwire network deployment. The high level interfaces to be included in this appendix are shown in Figure A.2.1 -ICD High Level Diagram. The blue shaded blocks in the diagram are vendor provided elements while the green shaded items are implemented and provided by Clearwire. [***] [*** Confidential Treatment Requested] 4

2. INTERFACE DESCRIPTIONS 2.1. AAA TO ASN INTERFACE 2.1.1. NETWORK CONNECTIVITY The interface between the ASN and the AAA server should support RADIUS, or DIAMETER via a TCP/IP network connection. 2.2. EMS TO BS INTERFACE 2.2.1. NETWORK CONNECTIVITY It is required that the BS be reachable via a [***] 2.2.2. MANAGEMENT AND MONITORING The management and monitoring of the ASN by the EMS should be completed through widely accepted industry standard interfaces. Specifically the ASN to EMS interface should support [***] 2.3. EMS TO ASN INTERFACE The EMS to ASN interface must support the management of the ASN. The functions associated with this management are specified in this section of the appendix. 2.3.1. NETWORK COMMUNICATIONS It is required that the ASN be reachable via a [***] 2.3.2. MANAGEMENT AND MONITORING The management and monitoring of the ASN by the EMS should be completed through widely accepted industry standard interfaces. Specifically the ASN to EMS [*** Confidential Treatment Requested] 5

interface should support [***] 2.4. EMS TO SS/MS INTERFACE The EMS to SS interface is unique in the network [***] The services relative to the EMS to SS interface are specified in section 3.0 EMS Requirements section of the appendix. A summary of these functions to be supported via the EMS to SS interface are as follows: [***] Any information exchanged between the SS/MS and the network should be done in a safe manner and minimizing risks networking security. For example the BS and associated management network should not be directly accessible through the air interface of the SS. 2.5. EMS TO NMS/CRM INTERFACE EMS must support industry standard interfaces to 3rd party NMS and CRM platforms. The definition of industry standard may vary, currently its felt that [***] Specific capabilities of the EMS which may impact the information exchanged on this interface are further outlined in the 3.0 EMS Requirements section of this document and ASN requirements doc. An API should be provided on the EMS using industry standard interfaces to facilitate the integration between CRM and the EMS. This connection is required to facilitate management and troubleshooting of subscriber issues. Specific capabilities related to the EMS to CRM Interface are further outlined in section 3.0 EMS [*** Confidential Treatment Requested] 6

3. EMS REQUIREMENTS The EMS is a key focal point of the WiMAX network which allows for the operation, maintenance, and provisioning of the network. The WiMAX SPWG team is still in the process of developing requirements of the EMS as of Release 1.5 of the document "Recommendations and Requirements for Networks based on WiMAX Forum Certified Products". 3.1. GENERAL EMS REQUIREMENTS Many specific requirements of the EMS will require [***]. However, capabilities [***] follows: [***] [*** Confidential Treatment Requested] 7

3.2. TIERED ACCESS AND LOGGING Applications within the EMS should support tiered access levels. The tiered-access levels should be configurable by Clearwire on a per-user basis. The included capability should also allow for the viewing of capability to be removed from users where access permissions are not allowed. All login attempts (failed and successful), executed user commands, and command results should be logged in a human readable log file. Entries should include the user performing each action as well as the date and timestamp the action was performed. The management of user passwords should either be stand alone within the application or via the use of RADIUS. 3.3. COMMAND LINE INTERFACE Clearwire views CLI as [***] and would like to submit the following as initial input towards a MOI MRD: The WiMAX system should contain a Command Line Interface (CLI) for each device where appropriate (examples: ASN, BS, SS/MS). This Interface will be used for executing operating system commands from direct or remote locations. The following requirements are placed on the CLI: [***] The CLI should allow for basic and advanced troubleshooting of the network element. Key functionality which should be available via the CLI are as follows: [***] [*** Confidential Treatment Requested] 8

[***] [*** Confidential Treatment Requested] 9

4. CENTRAL SOFTWARE, INVENTORY, AND CONFIGURATION REPOSITORY The WiMAX system must offer a central, or regionally, located service which performs software management and element configuration. The preliminary list of requirements generic to each tool are as follows: - This core functionality should be part of a delivered EMS package. - The application should allow for authenticated and tiered access as described elsewhere in this document. - All login attempts (failed and successful), executed user commands, and command results should be logged in a human readable log file. Entries should include the user performing each action as well as the date and timestamp the action was performed. The preliminary list of requirements for the software upgrade aspect of the tool are as follows: - Upgrades of the BS or SS/MS can be performed on a scheduled, ad-hoc, or automatic basis for the BS and SS/MS software updates. - Delivery of the software should be performed in a reliable and efficient manner, particularly with respect to the SS/MS. - Application software should be delivered to an inactive software partition on the BS and SS/MS in order to minimize the chance of having a defective unit as the result of the upgrade process. [***] - The software update application should provide detailed reports on the SS upgrade process (ie units successfully upgraded, units that failed, units that were last known on each software revision). The preliminary list of requirements for the inventory configuration management tool are as follows: [***] [*** Confidential Treatment Requested] 10

[***] [*** Confidential Treatment Requested] 11

5. SS TROUBLESHOOTING API The EMS interface should contain the capability to support subscriber diagnostics. This API should allow for remote diagnostics to be performed on a specified SS/MS in order to support the customer care process. At a minimum, the information provided by this interface should contain the following types of information: - Device status (enabled, disabled) - Device state (registered - provide BTS information, not registered - provide last registration time and location) - Running software version - CPE type and model information [***] [*** Confidential Treatment Requested] 12

6. NETWORK SUPPORT TOOLS There are additional network support tools required to be provided by the equipment vendor. These tools will have specific interfaces to the hardware being provided. 6.1. DRIVE TEST APPLICATION SOFTWARE A drive test application will required in order to capture the performance of the [***] 6.2. SS/MS TEST TOOL Clearwire is requesting that a tool be provided to test field returns in order to quantify if a device is defective, or if the issue for return could be related to user error. This tool should exercise as much of the SS/MS as is practical without requiring disassembly of the device. The exact specifications of this tool should be defined as a part of further technical discussions with the vendor with an intention to provide a tool for use prior to a general-availability release of the WiMAX network. The expectation is that discussions would lead to an MRD resulting in an available tool. NOTES: In reference to section 2.1 (AAA interface), its jointly recognized that RADIUS solution is fine. Ref to Diameter is supplied due to WiMAX ref document compliance. [*** Confidential Treatment Requested] 13

INFRASTRUCTURE AGREEMENT EXHIBIT B SCHEDULE 4 EXPEDIENCE ICD REQUIREMENTS DOCUMENT NUMBER: CLROOX RELEASE: 0.1 JUNE, 2006 This Schedule sets forth Infrastructure Products and technical specifications therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, this Schedule will be amended accordingly and Motorola will agree to deliver Infrastructure Products in accordance with the specifications and features described in such amended Schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified in Exhibit "B" or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 2.3.4 of this Agreement. 1

DOCUMENT HISTORY <TABLE> <CAPTION> NUMBER DATE AUTHOR DESCRIPTION ------ ------------- ----------- --------------- <S> <C> <C> <C> 0.1 June 13, 2006 Scott Jacka Initial version 0.2 June 16, 2006 JS 0.3 June 21, 2006 Scott Jacka </TABLE> 2

CONTENTS <TABLE> <S> <C> 1. NEXTNET EXPEDIENCE OPERATIONS AND SYSTEM MAINTENANCE .................... 4 1.1. NextNet Provided Applications -ISP/AP/PLADMIN ...................... 4 1.2. Clearwire Cheetah Application ...................................... 4 1.3. NextNet Expedience Syslog .......................................... 4 1.4. NextNet Command Line Interface ..................................... 5 1.5. NextNet SNMP MIB ................................................... 5 1.6. NextNet BTS Software Upgrade Tool .................................. 5 1.7. NextNet Expedience Field Test ...................................... 6 1.8. NextNet Expedience Load Master ..................................... 6 1.9. NextNet Link Monitor ............................................... 6 2. NEXTNET EXPEDIENCE SUBSCRIBER PROVISIONING .............................. 6 2.1. Clearwire BOSS to NextNet Expedience Interface...................... 6 2.2. Support for clustering ............................................. 6 2.3. Roaming Requirements ............................................... 6 </TABLE> 3

1. NEXTNET EXPEDIENCE OPERATIONS AND SYSTEM MAINTENANCE The existing NextNet Expedience interfaces and tools must be maintained in order to allow the continued operation of the Clearwire network. These applicable interfaces and tools are described in this appendix of the document. Actual deliverable dates and commitments associated with changes or new requirements will be involved in a 3-way discussion between Clearwire, NextNet, and Motorola. Deliverables are also dependent upon adequate project funding. 1.1. NEXTNET PROVIDED APPLICATIONS -ISP/AP/PLADMIN The NextNet Expedience system must maintain the existing web page functionality for the ISP server, AP server, and pladmin applications which exist today. Future application enhancements and tool capability are anticipated with the expectation that these changes do not remove existing functionality and all modifications should be fully documented. [***] The existing NextNet Expedience architecture requires [***] 1.2. CLEARWIRE CHEETAH APPLICATION The Clearwire Cheetah application is an internal Clearwire tool used by customer care, the NOC, and engineering to investigate the current status of a CPE on the Clearwire network. This CPE diagnostics tool leverages [***] to enhance the Cheetah support as required. 1.3. NEXTNET EXPEDIENCE SYSLOG The NextNet Expedience BTS generates a number of [***] [*** Confidential Treatment Requested] 4

[***] 1.4. NEXTNET COMMAND LINE INTERFACE The NextNet Operating System (NNOS) command line is the [***] 1.5. NEXTNET SNMP MIB The NextNet Expedience system offers a variety of [***] 1.6. NEXTNET BTS SOFTWARE UPGRADE TOOL NextNet must maintain a BTS upgrade tool with as much, or more, capability then the existing tool. Full documentation from NextNet should be produced at the time the any new software is released to Clearwire in a Beta stage. [*** Confidential Treatment Requested] 5

1.7. NEXTNET EXPEDIENCE FIELD TEST NextNet must maintain a Field Test application with as much, or more, capability then the existing tool. Full documentation from NextNet should be produced at the time the any new software is released to Clearwire in a Beta stage. 1.8. NEXTNET EXPEDIENCE LOAD MASTER NextNet must maintain a LoadMaster application with as much, or more, capability then the existing tool. Full documentation from NextNet should be produced at the time the any new software is released to Clearwire in a Beta stage. 1.9. NEXTNET LINK MONITOR NextNet must maintain a Link Monitor application with as much, or more, capability then the existing [***] application. Full documentation from NextNet should be produced at the time the any new software is released to Clearwire in a Beta stage. 2. NEXTNET EXPEDIENCE SUBSCRIBER PROVISIONING 2.1. CLEARWIRE BOSS TO NEXTNET EXPEDIENCE INTERFACE The inserted document [***] 2.2. SUPPORT FOR CLUSTERING Clearwire has a need to create a [***] 2.3. ROAMING REQUIREMENTS There is an operational requirement that [***] [*** Confidential Treatment Requested] 6

[***] [*** Confidential Treatment Requested] 7

INFRASTRUCTURE AGREEMENT EXHIBIT B SCHEDULE 5 WIMAX SYSTEMS VALIDATION PLAN DOCUMENT NUMBER: CLR00X RELEASE: 0.2 JUNE, 2006 This Schedule sets forth Infrastructure Products and technical specifications therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, this Schedule will be amended accordingly and Motorola will agree to deliver Infrastructure Products in accordance with the specifications and features described in such amended Schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified in Exhibit "B" or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 2.3.4 of this Agreement. 1

DOCUMENT HISTORY <TABLE> <CAPTION> NUMBER DATE AUTHOR DESCRIPTION ------ ------------- ----------- --------------- <S> <C> <C> <C> 0.1 June 15, 2006 Scott Initial version Jacka/Pete Gelbman 0.2 June 21, 2006 Scott Jacka Joint updates </TABLE> 2

CONTENTS <TABLE> <S> <C> 1. INTRODUCTION ........................................................... 5 2. VALIDATION TEST PLATFORM REQUIREMENTS .................................. 5 2.1. Test Platform Configurations ...................................... 5 2.2. Network Configuration ............................................. 6 2.3. Network Test Tools - Chariot ...................................... 6 3. SOFTWARE VERIFICATION INTERFACE REQUIREMENTS ........................... 6 3.1. RF performance metrics (BS/SS) .................................... 6 3.2. Frame counters and modulation class statistics (BS/SS) ............ 6 3.3. System and session status/reports (BS) ............................ 7 3.4. Radio Resource Control (BS) ....................................... 7 3.5. Radio/Antenna hardware control (BS) ............................... 7 3.6. Power Control and Link Adaptation (BS) ............................ 7 3.7. Test data (BS/SS) ................................................. 7 3.8. Data logging (BS) ................................................. 7 3.9. Processor and Memory Status (BS/SS) ............................... 8 3.10. Test Client Requirement .......................................... 8 4. CWG AND SPWG 802.16E PROTOCOL AND PROFILE REQUIREMENTS ................. 8 5. ASN TESTING ............................................................ 8 5.1. ASN-GW failover ................................................... 9 5.2. ASN-GW under load ................................................. 9 5.3. General Testing ................................................... 9 6. SECURITY VALIDATION .................................................... 9 7. NETWORK IP VALIDATION .................................................. 9 8. PHY/RF TESTS ........................................................... 9 8.1. RF Testing Overview ............................................... 9 8.2. Hardware RF Performance ........................................... 10 8.2.1. Transmitter .................................................. 10 8.2.2. Receiver ..................................................... 10 8.3. Mobility/Fading Tests ............................................. 10 8.4. WiMAX Wave 2 PHY Validation ....................................... 10 8.4.1. Calibration Tests ............................................ 10 8.4.2. Maximum Ratio Combining ...................................... 10 8.4.3. MIMO Processing/Multiplexing ................................. 11 8.4.4. AAS Spatial Processing ....................................... 11 8.5. Additional RF Requirements ........................................ 11 8.5.1. Interference Rejection ....................................... 11 9. MAC VALIDATION (LAB TESTING, CABLED RF) ................................ 11 9.1. Resource Allocation/QoS ........................................... 11 9.2. Oversubscription .................................................. 11 9.3. Transmission Latency .............................................. 11 10. MANAGEMENT VERIFICATION ............................................... 12 10.1. Command Line Interface ........................................... 12 10.2. SNMP MIB ......................................................... 12 </TABLE> 3

<TABLE> <S> <C> 10.3. Alarm Traps ...................................................... 12 10.4. Exception Testing ................................................ 12 </TABLE> 4

1. INTRODUCTION System Validation testing will be conducted in a controlled lab environment prior to, and in parallel with, the radiated field testing. The testing in the laboratory environment is intended to occur over a conducted airlink. Laboratory testing will be used to establish that the system meets minimum performance criteria before the commencement of more complex and involved radiated field testing. The laboratory environment can also be used for problem replication of field issues where applicable. The system validation stage is also intended to allow for Clearwire to become familiar with the hardware, software, and operational requirements of the WiMAX platform. As new hardware and software releases are introduced the laboratory environment this allows for a controlled exercise of the network and its elements. Major issues encountered during the laboratory validation should be resolved prior to the introduction of the software into the radiated Alpha field trial system. Many of the test scenarios in this document are capable of being executed in the Motorola or Clearwire test labs and network. More detailed work to complete the scope and requirements of the testing and where it is appropriate to complete the test program. Any, or all, of the test cases outline may be satisfied through the existing Motorola test program subject to review by Clearwire. Clearwire believes that it is critical that the performance metrics outlined in Section 3 of this document be supported in the platform, [***] 2. VALIDATION TEST PLATFORM REQUIREMENTS A large scale laboratory test bed will be created that will constantly exercise the ASN, BS, and SS capabilities in controlled environment. This testing will include a mix of data traffic types, VoIP traffic, airlink conditions, and management traffic. These test beds shall be available for the purposes of the test cases called out in the remainder of the document. 2.1. TEST PLATFORM CONFIGURATIONS [***] test beds are being requested at this time in order to support the project. They are described as follows: [***] [*** Confidential Treatment Requested] 5

Each test bed should contain a mixture of SS variants that will be deployed into the Clearwire network. The exact type of SS for each test bed will be determined at a later date. Five SS and one BTS sector worth of spare parts should also be provided. 2.2. NETWORK CONFIGURATION (TBD) Basically all basic network infrastructure required; switches, routers, etc 2.3. NETWORK TEST TOOLS - CHARIOT In order to concentrate on the RF system performance alone, a test tool called [***] that allows a tester to emulate and model a wide variety or end-to-end application layer traffic across the radio network while avoiding the logistical nightmares associated with executing such large scale tests with real client/server network infrastructure. [***] 3. SOFTWARE VERIFICATION INTERFACE REQUIREMENTS System integration and validation testing requires significant software support for test interfaces, functions and reporting. The following sections describe the software test requirements for both BS and SS. 3.1. RF PERFORMANCE METRICS (BS/SS) The following radio measurements are required for both [***] [***] 3.2. FRAME COUNTERS AND MODULATION CLASS STATISTICS (BS/SS) [***] [*** Confidential Treatment Requested] 6

[***] 3.3. SYSTEM AND SESSION STATUS/REPORTS (BS) [***] 3.4. RADIO RESOURCE CONTROL (BS) [***] 3.5. RADIO/ANTENNA HARDWARE CONTROL (BS) [***] 3.6. POWER CONTROL AND LINK ADAPTATION (BS) [***] 3.7. TEST DATA (BS/SS) The BS/SS should have some method of generating continuous test data in a fashion representative of end-user data sessions.[***] 3.8. DATA LOGGING (BS) During development and debug and later validation phases it is [***] [*** Confidential Treatment Requested] 7

3.9. PROCESSOR AND MEMORY STATUS (BS/SS) The processor utilization, at a per task level, and memory consumption for each processor task should be [***] 3.10. CAPC TEST TOOL REQUIREMENT It is required that a software test tool be included in the test program which, at a minimum, has the following capabilities: [***] This tool will be maintained by Motorola and the testing program will be subject to review by Clearwire. 4. CWG AND SPWG 802.16E PROTOCOL AND PROFILE REQUIREMENTS The work of the WiMAX Certification Working Group (CWG) is considered within the scope of the lab phase of qualification testing. The work of the CWG is still in draft form and the applicable document is the "Test Suite Structure and test Purposes (TSS&TP) for testing the Interoperability between WiMAX devices in WiMAX Forum Plugfest #3". The work of the CWG team will continue to be monitored and it is expected that the provided WiMAX platform will be able to successfully pass all applicable tests. The WiMAX Service Providers Working Group (SPWG) is creating a set of requirements for certified WiMAX products. The output of this work will provide additional guidance into the required performance of the delivered WiMAX solution. The work of the SPWG is captured in the "Recommendations and Requirements for Network based on WiMAX Forum Certified Products". This document is still in draft form at this time. 5. ASN TESTING All interfaces and functionality of ASN-GW and BS interoperation must be validated in accordance with the requirements of their individual WiMAX and vendor specifications. The following are performance tests that will be exercised in controlled lab environment. It should be noted that the ASN testing requirements were drafted without considering the existing Motorola CAPC architecture. Therefore the specific test cases in this section will be modified, but the generic failover scenarios will apply. Actual test cases to be updated pending further discussions between Motorola and Clearwire. Please reference the ASN notes section in the ASN appendix document. [*** Confidential Treatment Requested] 8

5.1. ASN-GW FAILOVER Verify the following when an ASN-GW fails (for instance loss of power): [***] 5.2. ASN-GW UNDER LOAD Generate load on the ASN. Ideally get it [***] an 'Internet' mix of packet sizes. [***] 5.3. GENERAL TESTING [***] 6. SECURITY VALIDATION Validate complete WiMAX end-2-end IP assignment flow [***] 7. NETWORK IP VALIDATION Validate complete WiMAX end-2-end IP assignment flow [***] 8. PHY/RF TESTS 8.1. RF TESTING, OVERVIEW RF testing is accomplished in [***] phases: [***] This typically means testing the radio channels in a cabled lab environment with [***] [***] This is the next level of RF testing, where channel conditions such [***] as they are in a real world wireless environment. This exercises the radio system's full functionality and [***] [*** Confidential Treatment Requested] 9

[***] 8.2. HARDWARE RF PERFORMANCE Prior to radiated testing the BS/SS hardware must meet established RF performance specifications. Detailed specs will be derived from WiMAX Mobility and Certification Profiles, as well as vendor specifications. The following items are representative of the basic radio hardware performance criteria areas that will be tested: 8.2.1. TRANSMITTER [***] 8.2.2 RECEIVER [***] 8.3 SYSTEM [***] 8.4. WIMAX WAVE 2 PHY VALIDATION The following sections outline lab tests to be performed in a conducted cabled RF environment to validate the [***] 8.4.1. CALIBRATION TESTS [***] 8.4.2. MAXIMUM RATIO COMBINING [***] [*** Confidential Treatment Requested] 10

8.4.3. MIMO PROCESSING/MULTIPLEXING (TBD) 8.4.4. AAS SPATIAL PROCESSING [***] 8.5. ADDITIONAL RF REQUIREMENTS 8.5.1. INTERFERENCE REJECTION [***] 9. MAC VALIDATION (LAB TESTING, CABLED RF) The performance of the MAC is [***] to the overall success of the deployed WiMAX solution. It is important to stress the MAC is [***] The testing related to the MAC is specified in this section. 9.1. RESOURCE ALLOCATION/QOS Measure performance with multiple SS utilizing the same channel resources for data transmission. At maximum load, users should [***] [***] 9.2. OVERSUBSCRIPTION Measure performance with multiple SS utilizing the same channel resources for data transmission [***] 9.3. TRANSMISSION LATENCY Verify performance of uplink and downlink transmission latency for various packet sizes under [***] [*** Confidential Treatment Requested] 11

10. MANAGEMENT VERIFICATION 10.1. COMMAND LINE INTERFACE Verify that the command line functions within provided guidelines and that the level of debugging and troubleshooting interfaces is sufficient. 10.2. SNMP MIB Verify that the SNMP MIB can compile and that the MIB is functional and provides sufficient information to operate and maintain the network. 10.3. ALARM TRAPS Verify that the equipment generates alarms and SNMP traps in accordance with the manufacturer specifications. 10.4. EXCEPTION TESTING Verify that when interface cables are removed that the system performs as anticipated. Verify that given the failure of one sector that the remaining sectors continue to process traffic normally. 12

INFRASTRUCTURE AGREEMENT EXHIBIT B SCHEDULE 6 WIMAX CERTIFICATION PROFILES DOCUMENT NUMBER: CLR00X RELEASE: 0.2 JUNE, 2006 This Schedule sets forth Infrastructure Products and technical specifications therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, this Schedule will be amended accordingly and Motorola will agree to deliver Infrastructure Products in accordance with the specifications and features described in such amended Schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified in Exhibit "B" or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 2.3.4 of this Agreement. 1

DOCUMENT HISTORY <TABLE> <CAPTION> NUMBER DATE AUTHOR DESCRIPTION ------ ------------- ------------ -------------------------------------- <S> <C> <C> <C> 0.1 June 14, 2006 David Holmes Initial version 0.2 June 21, 2006 Scott Jacka Updates from the joint review session. </TABLE> 2

CONTENTS <TABLE> <S> <C> 1. FREQUENCY BANDS & CHANNEL SPACING ....................................... 4 2. OTHER PHYSICAL LAYER PARAMETERS ......................................... 4 3. CERTIFICATION PROFILE REQUIREMENTS ...................................... 4 3.1. Certification profile features ..................................... 4 3.2. Exceptions ......................................................... 4 </TABLE> 3

1. FREQUENCY BANDS & CHANNEL SPACING WIMAX BANDCLASS: [***] FREQUENCY COVERAGE: 2496-2680MHz CHANNEL RASTER: [***] CHANNEL BANDWIDTHS: - 5MHz (512 FFT, 5.6MHz sample rate), - 10MHz (1024 FFT, 11.2MHz sample rate). Note: This does not include requirements for international roaming (e.g. Clearwire US to Clearwire Europe). 2. OTHER PHYSICAL LAYER PARAMETERS [***] 3. CERTIFICATION PROFILE REQUIREMENTS Due to the developmental nature of the WiMAX Mobile Certification profiles at this time (June 2006), these are included by reference in this appendix. Specific versions to be used for certification of products covered by this contract will be agreed between Clearwire & XYZCo as they are approved by the WiMAX Forum. Exceptions to the agreed WiMAX profiles are (or will be) as noted below. 3.1. CERTIFICATION PROFILE FEATURES Refer to "WiMAX Forum6:41:59 PM(TM) Mobile Certification Waves System Profile Features" v1.0.0. 04/06 as applicable (i.e. to base stations). This may be found at http://www.wimaxforum.org/apps/org/workgroup/211ghz/download.php/7281 /WiMAX%20Forum%20System%20Profile%20Certification%20Wave%20Recommendation%20XX %20xxx%20xxx%2Ov1.0.0.pdf. 3.2. EXCEPTIONS No exceptions are noted at this time. [*** Confidential Treatment Requested] 4

INFRASTRUCTURE AGREEMENT EXHIBIT B SCHEDULE 7 MOTOWI4 WMX1.0/2.0 DIVERSITY ACCESS POINT (DAP)/ CAPC PRELIMINARY PRODUCT DESCRIPTION INFORMATION CONTAINED WITHIN THIS PRELIMINARY PRODUCT DESCRIPTION IS SUBJECT TO CHANGE [ ] Initial Draft Version: 1.2 [ ] Working Draft Date: 2006-06-2 [ ] Pilot [ ] Released [X] Revision to Released THIS SCHEDULE SETS FORTH INFRASTRUCTURE PRODUCTS AND TECHNICAL SPECIFICATIONS THEREFOR WHICH CLEARWIRE DESIRES TO PURCHASE. ONCE MUTUALLY AGREED UPON BY THE PARTIES, THIS SCHEDULE WILL BE AMENDED ACCORDINGLY AND MOTOROLA WILL AGREE TO DELIVER INFRASTRUCTURE PRODUCTS IN ACCORDANCE WITH THE SPECIFICATIONS AND FEATURES DESCRIBED IN SUCH AMENDED SCHEDULE. MOTOROLA AND CLEARWIRE WILL USE COMMERCIALLY REASONABLE EFFORTS TO ACHIEVE THE OBJECTIVES STATED IN THIS SCHEDULE BY THE DATES SPECIFIED IN EXHIBIT "B" OR ELSEWHERE IN THIS AGREEMENT, INCLUDING IDENTIFYING THOSE PROVISIONS OF THIS SCHEDULE THE BREACH OF WHICH WILL BE MUTUALLY AGREED UPON TO CONSTITUTE A MATERIAL BREACH FOR PURPOSES OF SECTION 2.3.4 OF THIS AGREEMENT. Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change

TABLE OF CONTENTS <TABLE> <S> <C> 1. Introduction ........................................................... 4 1.1 Broadband Wireless Access .......................................... 4 1.2 MotoWi4 based on 802.16e ........................................... 4 2. Diversity Access Point (DAP) ........................................... 6 2.1 Base Control Unit (BCU) ............................................ 7 2.1.1 Site Controller ............................................... 7 2.1.2 Modem ......................................................... 7 2.1.3 Alarm/IO ...................................................... 8 2.1.4 Medium Stability Oscillator ................................... 8 2.1.5 Power Supply .................................................. 8 2.1.6 Fans .......................................................... 8 2.1.7 Backplane ..................................................... 8 2.1.8 Surge Protector ............................................... 9 2.2 Diversity RF Module ................................................ 9 2.3 DAP Redundancy ..................................................... 10 2.4 DAP Capacity ....................................................... 11 2.5 Interfaces ......................................................... 12 2.5.1 Physical Interfaces ........................................... 12 2.5.2 Logical Interfaces ............................................ 12 2.6 Summary Spec Sheet ................................................. 12 3 DAP in a Distributed Network Architecture ............................... 14 4 Network Implementation .................................................. 15 4.1 Wimax Forum Defined Architecture ................................... 15 4.2 Mapping of Motorola Architecture to the Wimax Reference Architecture ....................................................... 18 4.3 CAPC Details ....................................................... 19 4.3.1 CAPC platform ................................................. 20 4.3.2 CAPC Redundancy ............................................... 21 4.3.3 CAPC Capacity ................................................. 21 4.3.4 CAPC Interfaces ............................................... 21 4.4 QoS ................................................................ 22 4.5 Security ........................................................... 22 5 Feature Set ............................................................. 23 5.1 IMS based features and services .................................... 24 6 Backhaul ................................................................ 25 7 Standards Compliance .................................................... 26 Appendix A - Abbreviations ................................................ 28 </TABLE> Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change

TABLE OF FIGURES <TABLE> <S> <C> Figure 1: DAP view ........................................................ 7 Figure 2: BCU Layout ...................................................... 8 Figure 3: DAP RF Integrated Module ........................................ 9 Figure 4: Diversity Access Point Architecture ............................. 10 Figure 5: Wimax Distributed Architecture .................................. 14 Figure 6: Wimax Forum Network Reference Architecture ...................... 16 Figure 7: Motorola's implementation of the Wimax Architecture ............. 17 Figure 8: ASN Decomposition ............................................... 19 Figure 9: CAPC Platform ................................................... 21 </TABLE> Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change

4 1 INTRODUCTION 1.1 Broadband Wireless Access Networks including wireless and wireline are converging towards mobile broadband allowing for greater mobility providing user experience similar to what a user would have in an office LAN environment. The technology that offers both mobility and broadband wireless access is the 802.16e based Wimax technology offering significant benefits over other technologies. Wimax networks are geared to support deployments that range from fixed to nomadic to fully mobile solutions. Motorola provides an end to end solution combining it's Wimax products with commercial off the shelf equipment for either a fixed or mobile solution. 1.2 MotoWi4 based on 802.16e Motorola is already a leader in Broadband Wireless Access through the Canopy(TM) product line, a low cost solution primarily used for unlicensed fixed applications. Governments (municipalities) and enterprises use Canopy for voice, video and data backhaul, while many carriers use Canopy for Wireless Internet service, primarily in rural and developing areas. Canopy's excellent RF interference rejection characteristics make it an ideal solution for unlicensed bands at 900MHz, 2.4GHz, and 5.2 to 5.7GHz. Motorola's first Wimax product Ultra Light Access Point leverages heavily on the success of the canopy product line and offers a Wimax 802.16e based solution for early fixed deployments. Motorola decided to adopt the 802.16e specification after carefully weighing the benefits of 802.16e over 802.16d. There are significant benefits in using 802.16e over 802.16d even for fixed deployments. These benefits are listed below. [***] The "MotoWi4" is an umbrella marketing term encompassing Motorola Wimax products addressing the broadband wireless access including both fixed and mobile segments. The following segments are the target markets for MotoWi4 solutions. [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

5 [***] The product line includes the Ultra Light Access Point (ULAP), Diversity Access Point (DAP), a range of Subscriber Devices - portable and mobile handset solutions, and multi-mode terminals to support other 2G/3G cellular technologies simultaneously, and other supporting network elements such as the CAPC. This document focuses on the DAP in light of "Mobile" broadband wireless access. Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

6 2 DIVERSITY ACCESS POINT (DAP) Diversity Access Point provides an operator the capability to provide fully mobile broadband wireless access coverage similar to coverage provided by 2G and 3G low speed cellular data networks. This document covers in detail the DAP product itself in addition to providing some high level details on network implementation utilizing DAPs to provide service to end users. Fully compliant to the IEEE 802.16e specification the DAP solution has the following features [***] Figure 1 shows the layout of the DAP. As shown the DAP consists of two major subsystems: the base control unit (BCU) and the RF sections or heads (one per sector). The BCU cabinet resides at the bottom of the antenna tower containing hot-pluggable slots for up to two site controllers and up to four modem boards. It also contains an Alarm/IO board, fans, and the power distribution system for the entire site. The Diversity Access Point has a 2-antenna RF section that is a single self-contained field replaceable unit (FRU). Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

7 (FIGURE 1: DAP VIEW) The DAP major subsystems are further broken down into specific modules. 2.1 Base Control Unit (BCU) The following modules are part of the BCU as illustrated in Figure 2: 2.1.1 SITE CONTROLLER [***] 2.1.2 MODEM [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

8 (FIGURE 2: BCU LAYOUT) 2.1.3 ALARM/IO [***] 2.1.4 MEDIUM STABILITY OSCILLATOR [***] 2.1.5 POWER SUPPLY [***] 2.1.6 FANS [***] 2.1.7 BACKPLANE [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

9 2.1.8 SURGE PROTECTOR [***] 2.2 Diversity RF Module [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

10 [***] 2.3 DAP Redundancy Motorola's M0T0Wi4 products are designed to achieve high availability and can be configured to support redundancy options. [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

11 [***] 2.4 DAP Capacity The DAP RF capacity will vary significantly based on the terrain where the DAP is deployed and the subscriber density. The table below shows some sample values for throughput and range for the DAP based on the following assumptions. - Capacity Driven Scenario [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

12 [***] Table 1: DAP Capacity The DAP is designed to support up to [***] users (combination of active, idle, and sleeping users) with up to [***] active users per sector. 2.5 Interfaces 2.5.1 Physical Interfaces The over the air interface between the DAP and the subscriber device (CPE, MSS, PCMCIA, etc.) is per the 802.16e specification. The air interface covers both the physical and the MAC layers. The DAP provides an RJ-45 port for connectivity to the network allowing for the base stations to connect to a layer 2 backbone enabling faster handoff times. 2.5.2 Logical Interfaces The DAP base stations form a part of the [***] (please refer to Section 4 for details). As shown in Figure 6, the interfaces that are considered to be external to the [***] are the [***] and [***] interfaces as defined by the Wimax forum. Per Wimax forum stage 2 definition, the [***] interface is defined to consist of the set of control plane protocols between the [***] and the [***] to support [***]policy enforcement and mobility management capabilities. It also encompasses the bearer plane methods (e.g., tunneling) to transfer user data between the [***] and the [***]. The [***] interface consists of the set of control and bearer plane protocols originating/terminating in various functional entities of an [***] that coordinate [***] mobility between [***] and [***] 2.6 Summary Spec Sheet Table 2 summarizes the preliminary set of specifications of the Diversity Access Point. Air Interface [***] Duplex Mode [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

13 [***] Table 2: DAP Specifications Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

14 3 DAP IN A DISTRIBUTED NETWORK ARCHITECTURE [***] Figure 5: Wimax Distributed Architecture Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

15 4 NETWORK IMPLEMENTATION 4.1 Wimax Forum Defined Architecture The Wimax forum (http://www.wimaxforum.org) defines the reference architecture for solutions utilizing Wimax products providing full mobility similar to today's cellular network deployments. The reference architecture also defines the interface between the different logical entities [***] Figure 6 below shows the definition of the Wimax forum defined reference architecture followed by Figure 7 showing a representation of Motorola embodiment of the reference architecture. Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

16 (FIGURE 6: WIMAX FORUM NETWORK REFERENCE ARCHITECTURE) [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

17 (FIGURE 7: MOTOROLA'S IMPLEMENTATION OF THE WIMAX ARCHITECTURE) [***] Figure 7: Motorola's implementation of the Wimax Architecture A brief description of the various entities is provided below. [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

18 [***] 4.2 Mapping of Motorola Architecture to the Wimax Reference Architecture [***] The [***] and [***] interfaces as shown in Figure 8 below are considered to be Motorola internal interfaces with only the [***] and [***] interface exposed for interoperability with other vendor equipment. Connectivity to the [***] as well as [***] domains is done over the [***] interfaces. Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

19 [***] 4.3 CAPC Details The [***] as shown in Figure 8 contains [***] divided into two parts called the [***] shown below. [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

20 4.3.1 CAPC PLATFORM [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

21 (FIGURE 9: CAPC PLATFORM) 4.3.2 CAPC REDUNDANCY [***] 4.3.3 CAPC CAPACITY [***] 4.3.4 CAPC INTERFACES [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

22 [***] 4.4 QOS The 802.16e specification defines a set of scheduling classes at the MAC level that making a range of services possible. The five classes that are spelled out in the 802.16e specification and supported by Motorola are UGS, rtPS, ertPS, nrtPS, and BE enabling realtime as well as non-realtime services. 802.16e definition, however, is not enough to satisfy the end to end QoS implementation. Motorola's solution provides an end to end capable QoS framework. Each user is provisioned with a set of service flows which map to different services that are offered. For example, VoIP and best effort data services may be defined as two distinct service flows for a user with each service flow being associated with QoS related parameters including the 802.16e defined scheduling class, DiffServ CodePoint (DSCP), minimum and maximum data rates, etc. These parameters are utilized at different points in the network providing proper handling of the service flow. 4.5 SECURITY [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

23 5 FEATURE SET The following is a list of high level features that are supported as part of the Motorola Wi4 architecture [***] Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

24 [***] 5.1 IMS based features and services The Motorola Wimax when combined with the Motorola IMS solution can provide a compelling array of features and services. These services may include, but are not limited to the following. - VoIP - Seamless Mobility (WiFi/Cellular) - Seamless Mobility (Common Service Profile) - Presence - Common Address Book - Location - Video Call Video Streaming (Advertising, TV, VOD, etc.) - Audio Streaming (Advertising, Radio, MOD, etc.) - Audio/Video File Download - Machine to Machine Solutions (e.g., Vending Machines) - Prepaid Push To X (Talk, View, Video) - Instant Messaging (Picture or Video Component) - Instant Voice Message - Unified Messaging - Text Messaging (Alerts, Notifications) - Conferencing (Audio/Video) - Find Me/Follow Me - Multi-Player Gaming - IVR - Ring Back Tones - Splatt The standard interface between the IMS domain and the Wimax network is being defined within the Wimax Forum and Motorola will comply with the specification when it becomes available. The connectivity is possible already using standard IP connectivity. Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change [*** Confidential Treatment Requested]

25 6 BACKHAUL Motorola's DAP and CAPC can be connected to an operator's existing network through L2 as connectivity from the DAP and the CAPC can be provided using Ethernet. Motorola's Wimax products are being tested against multiple vendors' L2 and L3 equipment to ensure interoperability. Motorola can work with greenfield operators in case they need help setting up an end to end network. Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change

26 7 STANDARDS COMPLIANCE Motorola's proposal is based on the IEEE 802.16e (2005) specification; thus conformant to an international standard. In addition, the Wimax Forum has defined an architecture based on the 802.16e specification that allows for standardized interfaces between different network elements which Motorola complies with. Motorola is a principal member of the Wimax forum actively participating in working groups defining profiles that vendors must support for compliance. Interoperability with third party infrastructure and CPE will be assured through Wimax certification and interoperability testing. Motorola will go through the certification process and will ensure that its products meet the interoperability criteria set forth by the Wimax forum. Prior to Wimax certification Motorola has plans to conduct thorough product testing for all its Wimax products for interoperability with each other. Some of this verification will also be done as part of our forthcoming customer trials. Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change

27 This page is intentionally left blank. Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change

28 APPENDIX A - ABBREVIATIONS <TABLE> <S> <C> 2G 2nd Generation 3G 3rd Generation AAA Authorization, Authentication, Accounting. AEMS Advanced EMS A-GPS Assisted GPS AP Access Point ASN Access Service Network ASN-GW ASN-gateway BCU Base Control Unit BEMS Basic EMS BTS Base Transceiver Station CAPC Carrier Access Point Controller CGL Carrier Grade Linux CPE Customer Premise Equipment CPRI Common Public Radio Interface CSN Core Service Network DAP Diversity Access Point DC Direct Current DL Downlink DSCP Diffserv Code Point DSP Digital Signal Processor EAP Extensible Authentication Protocol EIRP Effective Isotropic Radiated Power EMS Element Management System FRU Field Replaceable Unit GHz Gigahertz GPS Global Positioning System I/O Input/output IDS Intrusion Detection System IMS Internet Multimedia System IP Internet Protocol IPSec IP Security IPv6 IP Version 6 IVR Interactive Voice Response LAN Local Area Network MAC Media Access Control MBS Multicast Broadcast Service MHz Megahertz MIMO Multiple Input Multiple Output MIP Mobile IP MOD Music On Demand MSO Medium Stability Oscillator MSS Mobile Subscriber Station OFDMA Orthogonal Frequency Division Multiple Access PHS Payload Header Suppression PHY Physical PTT Push to Talk PUSC Partial Usage Subchannelization QAM Quadrature Amplitude Modulation QoS Quality of Service QPSK Quadrature Phase Shift Keying </TABLE> Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change

29 <TABLE> <S> <C> RF Radio Frequency RoHC Robust Header Compression SNMP Simple Network Management Protocol TDD Time Division Duplex TLS Transport Layer Security TRX Transceiver UL Uplink ULAP Ultra Light Access Point VAC Volts Alternating Current VDC Volts Direct Current VOD Video On Demand VoIP Voice Over Ip. VPN Virtual Private Network WiFi Wireless Fidelity WIMAX Worldwide Interoperability for Microwave Access </TABLE> Motorola Confidential Proprietary Preliminary DAP/CAPC Product Description Document is subject to change

INFRASTRUCTURE AGREEMENT EXHIBIT B SCHEDULE 8 WIMAX ALPHA FIELD TEST PLAN DOCUMENT NUMBER: CLR00X RELEASE: 0.2 JUNE, 2006 This Schedule sets forth Infrastructure Products and technical specifications therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, this Schedule will be amended accordingly and Motorola will agree to deliver Infrastructure Products in accordance with the specifications and features described in such amended Schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified in Exhibit "B" or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 2.3.4 of this Agreement. 1

DOCUMENT HISTORY <TABLE> <CAPTION> NUMBER DATE AUTHOR DESCRIPTION ------ ------------- ---------------- ---------------------- <S> <C> <C> <C> 0.1 June 15, 2006 Scott Jacka/Pete Initial version Gelbman 0.2 June 21, 2006 Pete Gelbman Joint CW/MOT edits for clarification </TABLE> 2

CONTENTS <TABLE> <S> <C> 1. INTRODUCTION......................................................... 4 2. CELL SITE REQUIREMENTS............................................... 4 2.1. Cell Site Preparation........................................... 5 3. PRELIMINARY EQUIPMENT REQUIREMENTS................................... 5 4. SERVICE PROVIDERS WORKING GROUP (SPWG)............................... 5 5. RF CONFIGURATION..................................................... 5 6. EQUIPMENT INSTALLATION............................................... 5 7. NETWORK TRAFFIC GENERATION/MEASURERMENT.............................. 5 8. RF COVERAGE VERIFICATION............................................. 6 9. WIFI CO-EXISTENCE TEST............................................... 6 10. MOBILITY/HANDOVER.................................................... 6 10.1. Performance at Mobile rates..................................... 6 10.2. OFDMA Uplink SER/ICI under load, under motion................... 6 10.3. Handover........................................................ 7 11. VOIP................................................................. 8 12. THROUGHPUT TEST...................................................... 8 13. NEXTNET EXPEDIENCE CO-EXISTENCE...................................... 9 14. DETAILED SYSTEM PERFORMANCE TESTS.................................... 9 14.1. Throughput/Capacity Tests....................................... 9 14,1.1. Maximum User Data Rate..................................... 9 14.1.2. Sector Data Rate........................................... 9 14.1.3. Sector Edge Boundary Data Rate............................. 9 14.2. MAC Performance................................................. 10 14.3. Coverage Tests.................................................. 10 14.4. Mobility/Handover............................................... 10 </TABLE> 3

1. INTRODUCTION This document describes a basic field network configuration required to perform field test measurements and validation of a WiMAX system. This document does not provide test procedures or detailed software/hardware configuration parameters - it is meant to provide only a high-level overview of basic network configuration issues and test methodology, sufficient to guide and initiate future detailed planning phases. The initial radiated trial systems will consist of [***]. The four sites selected should be located in close geographic/coverage proximity in order to allow for the simulation of various real-world deployment scenarios. WiMAX system performance will be characterized through a variety of throughput, range, mobility, and capacity oriented tests, across a range of noise and interference limited scenarios to simulate commercial deployment conditions. Formal criteria for the testing in this plan are under development. A formal go/no-go meeting should be scheduled between the vendor at Clearwire at the end of the testing process to review any outstanding issues and ensure that an appropriate action plan is in place to address documented problems. NOTE: It is understood that performance requirements specified in this document are can only be met under the overall requirements provided by Wavel/Wave2 802.16e/WiMAX specs. NOTE: Clearwire has requirements for WiMAX system to support both 5 and 10 MHz RF channel BW, For early prototype equipment Motorola BS support [***]. NOTE: Due to NOTE above, this means in order to facilitate Expedience vs. Motorola WiMAX comparisons, obviously both systems needs to support [***] in field trial timeframe. NOTE: Both Clearwire & Motorola need to jointly agree on resource requirements (staff, equipment, etc) in order to execute this test plan. 2. CELL SITE REQUIREMENTS [***] [*** Confidential Treatment Requested] 4

2.1 CELL SITE PREPARATION - RF Spectrum survey to ensure the spectrum used by BS/CPE equipment is free and clear of external interference. - Identification and verification of SS/CPE locations and drive routes 3. PRELIMINARY EQUIPMENT REQUIREMENTS The preliminary list of equipment required for the four radiated site is described as follows: [***] [***] and based upon equipment availability; In addition to the above equipment, one full BS site and 10 spare SS/MS should be provided. 4. SERVICE PROVIDERS WORKING GROUP (SPWG) The WiMAX Service Providers Working Group (SPWG) is creating a set of requirements for certified WiMAX products. The output of this work will provide additional guidance into the required performance of the delivered WiMAX solution. The work of the SPWG is captured in the "Recommendations and Requirements for Network based on WiMAX Forum Certified Products". This document is still in draft form at this time. 5. RF CONFIGURATION As a part of the trial the WiMAX solution will be evaluated using the [***] 6. EQUIPMENT INSTALLATION It is important that the delivered WiMAX solution does not require an overly complex and burdensome installation procedure. It will be verified that the system is easy to install in accordance with the manufacturer specified recommendations. 7. NETWORK TRAFFIC GENERATION/MEASUREMENT All testing will be end-to-end TCP/IP network traffic using [***] [*** Confidential Treatment Requested] 5

8. RF COVERAGE VERIFICATION RF Coverage drive testing will be performed using the provided RF drive test tools. This purpose of this testing is to directly compare the coverage of the [***] to ensure that an appropriate network planning infrastructure is in place. [ref drive test tool notes from WiMAX ICD doc]. 9. WIFI CO-EXISTENCE TEST Each of an [***] Both the test units and the aceess points will be on a standard height desktop. WiFi access points will be placed [***] from the access point. This test will then be repeated with an [***] Note: Antenna configuration options and specifications will need to be re-visited and validated prior to the implementation of this test. There are recognized equipment variances that should be considered in order to make this an apples-to-apples comparison. 10. MOBILITY/HANDOVER 10.1. PERFORMANCE AT MOBILE RATES Measure performance degradation at various mobility rates in various system configurations. 10.2. OFDMA UPLINK SER/ICI UNDER LOAD, UNDER MOTION [***] [*** Confidential Treatment Requested] 6

10.3. HANDOVER Perform drive testing using a single SS and verify that the units will handover in accordance with the published specifications of the SPWG forum in the "Recommendations and Requirements for Networks based on WiMAX Forum Certified Products". [***] [*** Confidential Treatment Requested] 7

11. VOIP System must support [***] decrease of total aggregate BS capacity. The [***] for all call scenarios. 12. THROUGHPUT TEST Throughput testing will be performed in a number of scenarios and traffic types to ensure system integrity is maintained in a dynamic real world environment. In general the performance of the WiMAX solution is expected to be at least equivalent and hopefully better in "user bits" throughput, as measured in Mbps for both the uplink and downlink channels. The first test scenario is as follows: [***] The second test scenario is as follows: [***] The third test scenario is as follows: [***] [*** Confidential Treatment Requested] 8

[***] The remaining testing scenarios repeat the scenarios listed above, but with a [***] 13. NEXTNET EXPEDIENCE CO-EXISTENCE It is anticipated that the NextNet Expedience and the provided WiMAX solution will be [***]. Any impairment detected will need to be mitigated in order to successfully transition Clearwire markets. 14. DETAILED SYSTEM PERFORMANCE TESTS The following sections provide a preliminary list of tests that will be further developed. All tests will be performed under various BTS and channel configurations as supported by the Motorola platform. Example of this would be [***] required for the Clearwire network. 14.1. THROUGHPUT/CAPACITY TESTS 14.1.1. MAXIMUM USER DATA RATE [***] 14.1.2. SECTOR DATA RATE [***] 14.1.3. SECTOR EDGE BOUNDARY DATA RATE [***] [*** Confidential Treatment Requested] 9

14.2. MAC PERFORMANCE [***] 14.3. COVERAGE TESTS [***] 14.4. MOBILITY/HANDOVER [***] [*** Confidential Treatment Requested] 10

INFRASTRUCTURE AGREEMENT EXHIBIT B SCHEDULE 9 WIMAX BETA MARKET TEST PLAN DOCUMENT NUMBER: CLR00X RELEASE: 0.3 JUNE, 2006 This Schedule sets forth Infrastructure Products and technical specifications therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, this Schedule will be amended accordingly and Motorola will agree to deliver Infrastructure Products in accordance with the specifications and features described In such amended Schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified in Exhibit "B" or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 2.3.4 of this Agreement. 1

DOCUMENT HISTORY <TABLE> <CAPTION> NUMBER DATE AUTHOR DESCRIPTION ------ ---- ------ ----------- <S> <C> <C> <C> 0.1 June 15, 2006 Scott Jacka Initial version 0.2 June 16, 2006 JS 0.3 June 21, 2006 Pete Gelbman Joint CS/MOT edits for clarification </TABLE> 2

CONTENTS <TABLE> <S> <C> 1. INTRODUCTION......................................................... 4 1.1 Preliminary [***] Site Equipment Requirements.................... 4 1.2 Service Providers Working Group (SPWG)........................... 5 1.3 Beta Test Process and Exit Criteria.............................. 5 1.4 RF Configuration................................................. 5 1.5 RF Coverage Verification......................................... 6 1.6 Handover Performance............................................. 6 1.7 Throughput Test.................................................. 6 </TABLE> [*** Confidential Treatment Requested] 3

1. INTRODUCTION The WiMAX beta system will consist of [***] sites. The [***] sites selected should be located in close geographic/coverage proximity and allow for verification in diverse RF conditions. Formal criteria for the testing in this plan are under development. The purpose of this system is to allow clearwire to work out deployment issues of a WiMAX network in a [***] and to perform some benchmark testing of the WiMAX network under reasonable subscriber loads. A formal go/no-go meeting should be scheduled between the vendor and Clearwire at the end of the testing process to review outstanding issues and ensure that an appropriate action plan is in place to address documented problems. NOTE: It is understood that performance requirements specified in this document are can only be met under the overall requirements provided by Wavel/Wave2 802.16e/WiMAX specs. NOTE: Clearwire has requirements for WiMAX system to support both 5 and 10 MHz RF channel BW. For early prototype equipment Motorola BS support [***] NOTE: Due to NOTE above, this means in order to facilitate Expedience vs. Motorola WiMAX comparisons, obviously both systems needs to support [***] NOTE: Both Clearwire & Motorola need to jointly agree on resource requirements (staff, equipment, etc) in order to execute this test plan. 1.1 PRELIMINARY [***] SITE EQUIPMENT REQUIREMENTS The preliminary list of equipment required for the radiated sites is described as follows: - [***] fully populated 3 and 4 sector BS sites and associated hardware. - Minimum [***] SS/MS SISO units to kickstart NRT/ORT tests This should include a mixture of MS/SS variants once it has been determined what equipment types will be deployed into the Clearwire network and based upon equipment availability. In addition to the above equipment, two full BS site and fifty spare SS/MS should be provided. The Beta test will start using [***] [*** Confidential Treatment Requested] 4

1.2 SERVICE PROVIDERS WORKING GROUP (SPWG) The WiMAX Service Providers Working Group (SPWG) is creating a set of requirements for certified WiMAX products. The output of this work will provide additional guidance into the required performance of the delivered WiMAX solution. The work of the SPWG is captured in the "Recommendations and Requirements for Network based on WiMAX Forum Certified Products". This document is still in draft form at this time. 1.3 BETA TEST PROCESS AND EXIT CRITERIA In order for the Beta test to be considered successful the final measured performance results should be within 10% of the mutually defined and agreed upon test plan and criteria. The test criteria will be jointly defined between Clearwire and the WiMAX vendor. The detail test plan will be agreed upon between parties involved in this agreement with the purpose of establishing that the WiMAX network is ready for commercial deployment. Areas to be considered as a part of the Beta exit criteria are as follows: [***] Clearwire will jointly conduct the tests, along with the WiMAX equipment vendor. Unacceptable test results will be repeated until performance objectives are met. Remediation of test failures is the responsibility of the infrastructure vendor. All tests performed should collect a statistically relevant number of samples and under similar test conditions as prior stages of testing. Latency for the purposes of this test plan is defined as the round trip time from the subscriber unit to a single defined point in the Clearwire network. This will be measured in all cases and should not be greater that the NextNet expedience platform. Tests have been defined at stages prior to this set of tests such that system performance issues may be detected and remediated as early as possible in the schedule. 1.4 RF CONFIGURATION As an early stage of the trial process the WiMAX network will be evaluated using various [***] scenarios. [*** Confidential Treatment Requested] 5

1.5 RF COVERAGE VERIFICATION RF Coverage drive testing will be performed using the vendor provided RF drive test tools with minimum capabilities as specified in the ICD. This purpose of this testing is to directly compare the coverage of the WiMAX system against the predicted model to ensure that an appropriate network planning infrastructure is in place. The RF coverage validation should be performed for both the [***] ons after the bulk of the system has been built our in order to measure the coverage and Interference of the WiMAX network. 1.6 HANDOVER PERFORMANCE Perform drive testing using a single MS and verify that the units will handover within the [***] site coverage area in accordance with the published specifications of the SPWG forum in the "Recommendations and Requirements for Networks based on WiMAX Forum Certified Products". 1.7 THROUGHPUT TEST Throughput testing will be performed in a number of scenarios and traffic types to ensure system integrity is maintained in a dynamic real world environment. The performance of the Wave 1 mobile WiMAX solution is expected to perform equal to or better in "user bits" throughput as measured in Mbps for both the uplink and downlink channels. The first test scenario is as follows: [***] The second test scenario is as follows: [***] [*** Confidential Treatment Requested] 6

The third test scenario is as follows: [***] The fourth test scenario is as follows: [***] The fifth test scenario is as follows: [***] The sixth test scenario is as follows: [***] The seventh test scenario is as follows: [*** Confidential Treatment Requested] 7

[***] The eighth test scenario is as follows: [***] The ninth test scenario is as follows: [***] [*** Confidential Treatment Requested] 8

INFRASTRUCTURE AGREEMENT EXHIBIT B SCHEDULE 10 WIMAX WAVE-2 TEST PLAN DOCUMENT NUMBER: CLR00X RELEASE: 0.3 JUNE, 2006 This Schedule sets forth Infrastructure Products and technical specifications therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, this Schedule will be amended accordingly and Motorola will agree to deliver Infrastructure Products in accordance with the specifications and features described in such amended Schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified in Exhibit "B" or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 2.3.4 of this Agreement. 1

DOCUMENT HISTORY <TABLE> <CAPTION> NUMBER DATE AUTHOR DESCRIPTION ------ ---- ------ ----------- <S> <C> <C> <C> 0.1 June 15, 2006 Scott Jacka Initial version 0.2 Jun 17 JS 0.3 June 21, 2006 Pete Gelbman Joint CW/MOT edits for clarification. </TABLE> 2

CONTENTS <TABLE> <S> <C> 1. INTRODUCTION........................................................ 4 1.0 Preliminary [***] Site Equipment Requirements.................... 4 1.1 Service Providers Working Group (SPWG)........................... 4 1.2 Wave-2 Test Process and Exit Criteria............................ 5 1.3 RF Configuration................................................. 5 1.4 RF Coverage Verification......................................... 6 1.5 Handover Performance............................................. 6 1.6 Throughput Test.................................................. 6 1.7 Beta Network Tests & Expected Performance Over Time.............. 8 </TABLE> [*** Confidential Treatment Requested] 3

1. INTRODUCTION The WiMAX Wave 2 system will consist of [***] sites. The [***] sites selected should be located in close geographic/coverage proximity and allow for verification in diverse RF conditions. Formal criteria for the testing in this plan are under development. The purpose of this system is to allow the vendor and Clearwire to find tune the WiMAX system and optimize the network in preparation for larger system qualification testing. A formal go/no-go meeting should be scheduled between the vendor and Clearwire at the end of the testing process to review outstanding issues and ensure that an appropriate action plan is in place to address documented problems. NOTE: It is understood that performance requirements specified in this document are can only be met under the overall requirements provided by Wave1/Wave2 802.16e/WiMAX specs. NOTE: Clearwire has requirements for WiMAX system to support both 5 and 10 MHz RF channel BW. For early prototype equipment Motorola BS support [***] NOTE: Due to NOTE above, this means in order to facilitate Expedience vs. Motorola WiMAX comparisons, obviously both systems needs to support [***] in field trial time frame. NOTE: Both Clearwire & Motorola need to jointly agree on resource requirements (staff, equipment, etc) in order to execute this test plan. 1.0 PRELIMINARY [***] SITE EQUIPMENT REQUIREMENTS The preliminary list of equipment required for the four radiated site is described as follows: - [***] fully populated three or four sector BS sites and associated Wave 2 hardware. - Minimum [***] SS/MS SISO Wave 2 units This should include a mixture of MS/SS variants once it has been determined what equipment types will be deployed into the Clearwire network and based upon equipment availability. In addition to the above equipment, two full BS site and fifty spare SS/MS should be provided. The provided system should be Wave 2 capable/compliant (TBD). 1.1 SERVICE PROVIDERS WORKING GROUP (SPWG) The WiMAX Service Providers Working Group (SPWG) is creating a set of requirements for certified WiMAX products. The output of this work will provide [*** Confidential Treatment Requested] 4

additional guidance into the required performance of the delivered WiMAX solution. The work of the SPWG is captured in the "Recommendations and Requirements for Network based on WiMAX Forum Certified Products". This document is still in draft form at this time. 1.2 WAVE-2 TEST PROCESS AND EXIT CRITERIA In order for the Wave-2 test to be considered successful the final measured performance results should be within 10% of the mutually defined and agreed upon test plan and criteria. The test criteria will be jointly defined between Clearwire and the WiMAX vendor. The detail test plan will be agreed upon between parties involved in this agreement with the purpose of establishing that the WiMAX network is ready for commercial deployment. Areas to be considered as a part of the Wave-2 exit criteria are as follows: [***] Clearwire will jointly conduct the tests, along with the WiMAX equipment vendor. Unacceptable test results will be repeated until performance objectives are met. Remediation of test failures is the responsibility of the infrastructure vendor. All tests performed should collect a statistically relevant number of samples and under similar test conditions as prior stages of testing. Latency for the purposes of this test plan is defined as the round trip time from the subscriber unit to a single defined point in the Clearwire network. This will be measured in all cases and should not be greater that the NextNet expedience platform. Tests have been defined at stages prior to this set of tests such that system performance issues may be detected and remediated as early as possible in the schedule. 1.3 RF CONFIGURATION As an early stage of the trial process the WiMAX network will be evaluated using various [***] scenarios. [*** Confidential Treatment Requested] 5

1.4 RF COVERAGE VERIFICATION RF Coverage drive testing will be performed using the vendor provided RF drive test tools with minimum capabilities as specified in the ICD. This purpose of this testing is to directly compare the coverage of the WiMAX system against the predicted model to ensure that an appropriate network planning infrastructure is in place. The Wave-2 testing will also [***] The RF coverage validation should be performed for both the [***] options after the bulk of the system has been built out in order to measure the coverage and interference of the WiMAX network. 1.5 HANDOVER PERFORMANCE Perform drive testing using a single MS and verify that the units will handover within the [***] site coverage area in accordance with the published specifications of the SPWG forum in the "Recommendations and Requirements for Networks based on WiMAX Forum Certified Products". 1.6 THROUGHPUT TEST Throughput testing will be performed in a number of scenarios and traffic types to ensure system integrity is maintained in a dynamic real world environment. The performance of the Wave 2 mobile WiMAX solution is expected to perform as described below both the uplink and downlink channels. The first test scenario is as follows: [***] The second test scenario is as follows: [***] The third test scenario is as follows: [*** Confidential Treatment Requested] 6

[***] The fourth test scenario is as follows: [***] The fifth test scenario is as follows: [***] The sixth test scenario is as follows: [***] [*** Confidential Treatment Requested] 7

[***] The seventh test scenario is as follows: [***] The eighth test scenario is as follows: [***] The ninth test scenario is as follows: 1.7 BETA NETWORK TESTS & EXPECTED PERFORMANCE OVER TIME No later than [***] after successful completion of the first Wave 2 tests as defined above, we will [***] the above mentioned tests. It is expected that with [*** Confidential Treatment Requested] 8

additional time for network optimization and equipment fixes, the overall spectral efficiency of the beta network will deliver [***] given a mix of traffic, devices and services on a loaded network when compared to an [***] [*** Confidential Treatment Requested] 9

EXHIBIT "C" TO THE WIRELESS BROADBAND SYSTEM INFRASTRUCTURE AGREEMENT SOFTWARE LICENSE AND FEES For purposes of uniformity and brevity, references to Agreement or to an Exhibit shall refer to the Infrastructure Agreement to which this document is Exhibit "C" and to the other Exhibits to that Agreement, except as otherwise stated herein. All definitions set forth in the Agreement shall apply hereto except as otherwise expressly defined herein. 1. DEFINITIONS Annual Software License (ASL). The Annual Software License contains the right-to-use the Operating System Software (O/SS) and all Standard Features for the applicable period purchased. This license also contains the right to receive all Software-Release Upgrades available during the applicable period. Annual Software License Fee. This license fee is charged [***] and is renewable [***] the initial purchase of the ASL requires Clearwire to make a [***] commitment. This license fee does not cover the use of any Optional Features. This license fee does cover the use of Software on expansion equipment associated with specific Network Elements for the relevant period. Features. Features include Optional Features and Standard Features. Initial Program Load (IPL). The Initial Program Load contains the Operating System Software (O/SS) and the Standard Features of the current Software Release at the time the initial System Configuration is provided to Clearwire. Initial License Fee (ILF). The Initial License Fee is the License Fee for perpetual use of the O/SS, and all Standard Features included in the IPL received. This fee does not cover the use of any Optional Features. This fee also does not cover the use of Software on expansion equipment associated with Network Elements. For expansion equipment associated with Network Elements, additional Initial License Fees are due in order to license the use of Software on that expansion equipment. License Fee. License Fee means the fee paid by Clearwire for the right to use Software in accordance with the terms of this Exhibit. Network Elements. Network Elements refer to the network Infrastructure components. Network Elements may be either manufactured or supplied by Motorola or by third parties. Network Features. Network Features allow specialized communication between any Network Elements. Operating System Software (O/SS). The O/SS brings the hardware platform to a state of readiness that allows Standard and Optional Features to run. Operational Features. Operational Features improve the overall non-call performance of the network. Non-call performance includes increased call quality, increased availability and decreased cost of ownership. Examples of Operational Features include Billing Features, CAMP Terminal Expansions, Interference Cancellation, and Multiple Alarm Expansions. Optional Features. Optional Features provide incremental functionality beyond the Standard Features and require the purchase of individual feature licenses. Optional Feature categories include Subscriber Features, Network Features and Operational Features. [*** Confidential Treatment Requested] C-1

Software. Software is any computer program in object code form, including the O/SS, the Features and any other computer program, whole or partial copies of a computer program, adaptations, derivative works, modifications, translations, updates or enhancements of all or part of a computer program, documentation associated with a computer program, and the techniques and ideas embodied and expressed in a computer program (including but not limited to the structure, sequence and organization of a computer program.) A computer program comprising Software under this Agreement is in any medium (including but not limited to all types of permanent or semi-permanent memory or storage devices, in hardwired logic instructions, or in any electronic medium), that is furnished directly or indirectly by Motorola to Clearwire, or, to the extent permitted under this Agreement is a Clearwire's copy, adaptation, derivative work, modification, translation, update or enhancement of a computer program furnished directly or indirectly by Motorola to Clearwire. The computer programs comprising Software may be used solely in conjunction with the System Configuration. NOTWITHSTANDING THE FOREGOING, THE TERM SOFTWARE SHALL NOT INCLUDE THIRD PARTY COMPUTER PROGRAMS PROVIDED UNDER SEPARATE LICENSE AGREEMENTS SUCH AS SHRINK-WRAP LICENSE AGREEMENTS, OR THIRD PARTY COMPUTER PROGRAMS NOT LICENSABLE UNDER THE TERMS OF THIS AGREEMENT, SUCH AS THIRD PARTY COMPUTER PROGRAMS PROVIDED UNDER THE FREE SOFTWARE FOUNDATION'S GENERAL PUBLIC LICENSE. Any reference herein to Software being "sold" or "purchased" shall in fact be deemed to be a reference to Software being "licensed." Software Release. A Software Release is a new version of Software that contains new Standard Features, O/SS upgrades, and those Optional Features that have been licensed separately and individually by Clearwire. Standard Features. Standard Features are included in the current Software Release at no additional charge. Included in the Standard Features is the Call Processing functionality that allows the Network Elements to operate as a wireless communications system. Subscriber Features. Subscriber Features are those that can either be offered on a per-subscriber or per-traffic channel basis and/or which are apparent as features to the subscriber. Examples of Subscriber Features include Caller Preview Service, Message Waiting Notification and Authentication. System Configuration. System Configuration means the combination of Software and Network Elements installed in the System for which the most recent License Fees due under the terms of this Agreement have been paid by Clearwire. (For the purposes of this definition, a Network Element does not include that expansion equipment associated with such Network Elements if such expansion equipment has not yet been installed.) 2. LICENSE GRANT 2.1 Concurrent with the execution of the Infrastructure Agreement and payment of applicable License Fees hereunder, Motorola grants to Clearwire a non-exclusive license under applicable copyrights and trade secret rights to use Software in connection with the System Configuration. This license, if perpetual (based on payment of the ILF), shall be revocable by Motorola only pursuant to the provisions of Section 6.2 of this Agreement. This license is non-transferable and non-sublicenseable, except as expressly permitted by this Agreement. The term "use" means to load, execute, store or display the Software as part of the System Configuration, for the purpose of operating or maintaining the System. The term "maintain" means performing diagnostic and testing functions necessary to fulfill its obligation to provide first eschelon diagnosis under the Software warranty, and to sustain the operation of the System following termination or expiration of this Agreement. 2.2 The following License Fees for the use of Software on the initial System Configuration are set forth in Exhibit "A" of the Agreement (i) ILF or ASL; and (ii) License Fees for specified Optional Features. C-2

2.3 Changes to System Configuration and/or additional use of existing Software (by Network Elements or subscribers) may require payment of additional License Fees. Examples of changes to System Configuration and/or additional Software uses include, but are not limited to, the following: (i) use of additional Optional Features; (ii) increased capacity of Optional Features; (iii) increased call processing capacity; (iv) expansion of Network Elements (e.g. increase in the number of trunk shelves); (v) addition of Network Elements. 3. LIMITATIONS ON USE OF SOFTWARE 3.1 The Software may contain Confidential Information of Motorola or its licensors. Clearwire agrees to keep confidential, in accordance with the terms of the Agreement, and not use, provide or otherwise make available in any form any Software or its contents, or any portion thereof, to any third party, except as an integrated component of Infrastructure Products that are delivered to System subscribers. 3.2 Clearwire shall not translate, modify, merge, adapt, de-compile, disassemble, or reverse engineer the Software or any portion thereof. 3.3 In the event of subsequent sale of Network Elements by Clearwire, Clearwire shall not transfer the Software for such Network Elements. Any purchaser of the Network Elements must obtain a Software license from Motorola. Motorola's granting of such license shall be within the sole discretion of Motorola and its licensors, who shall not unreasonably withhold consent to entering into such license. In the event that Clearwire wishes to sell Network Elements, (i) Clearwire shall notify Motorola in writing prior to any such sale of the identity of the purchaser and the Network Elements to be sold, (ii) Clearwire shall notify the purchaser in writing that a license agreement with Motorola is required for the use of the Software on such Network Elements, and (iii) the purchaser shall enter into a license agreement with Motorola for such Software prior to delivery of the Network Elements to the purchaser by Clearwire. 4. RIGHT TO COPY, PROTECTION AND SECURITY 4.1 Software provided hereunder may be copied (for back-up purposes only) in whole or in part, in machine-readable form for Clearwire's internal use only, provided, however, that no more than two (2) printed copies and two (2) machine-readable copies will be in existence at any one time without the prior written consent of Motorola, other than copies resident in the System Configuration. 4.2 With reference to any copyright notice of Motorola associated with Software, Clearwire agrees to include the same on all copies it makes in whole or in part. Motorola's copyright notice may appear in any of several forms, including machine-readable form. Use of a copyright notice on the Software does not imply that such has been published or otherwise made generally available to the public. 4.3 Software and any copy of Software is the sole and exclusive property of Motorola or its licensors and no title or ownership rights to the Software or any of its parts is transferred to Clearwire. 5. REMEDIES Clearwire acknowledges that violation of the terms of this Exhibit or the Agreement may cause Motorola irreparable harm for which monetary damages may be inadequate, and Clearwire agrees that Motorola may seek temporary or permanent injunctive relief without the need to prove actual harm in order to protect Motorola's interests. C-3

6. TERMINATION 6.1 Any license granted hereunder may be terminated by Clearwire upon one (1) month's prior written notice. 6.2 Motorola may revoke any license granted hereunder if Clearwire is in material default of Section 3 of this Agreement, and such revocation shall be effective if Clearwire fails to correct such default within ninety (90) days after written notice thereof by Motorola. 6.3 Within one (1) month after termination or revocation of any license, Clearwire shall furnish to Motorola a document certifying, through its best efforts and to the best of its knowledge, the original and all copies in whole or in part of all Software, in any form, including any copy in an updated work, have been returned to Motorola or destroyed. 7. LICENSEE RIGHTS 7.1 Nothing contained herein shall be deemed to grant either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications of Motorola or Motorola's licensors, except where an license may arise by operation of law, and only to the extent that such license is necessary to operate the System. 7.2 Clearwire acknowledges that the provisions of this Exhibit are intended to inure to the benefit of Motorola and its licensors. Clearwire acknowledges that Motorola or its licensors have the right to enforce these provisions against Clearwire, whether in Motorola's or its licensor's name. 7.3 Motorola MAY PROVIDE TO Clearwire UNDER THE ORIGINAL LICENSOR'S LICENSE CERTAIN THIRD PARTY COMPUTER PROGRAMS NOT LICENSABLE UNDER THE TERMS OF THIS AGREEMENT, SUCH AS THIRD PARTY COMPUTER PROGRAMS PROVIDED AS OPEN SOURCE SOFTWARE PROGRAMS SUBJECT TO PUBLIC LICENSES (GENERALLY ALLOWING FREE DISTRIBUTION AND ACCESS TO SOURCE CODE) DISTRIBUTED ON A FREE BASIS BY A NUMBER OF SOFTWARE ORGANIZATIONS SUCH AS, BUT NOT LIMITED TO, CERTAIN UNIVERSITIES, NOT-FOR-PROFIT COMPANIES, CORPORATIONS, FOUNDATIONS, INDIVIDUALS, THE OPEN SOURCE INITIATIVE AND THE FREE SOFTWARE FOUNDATION ("FREEWARE PROGRAMS'). THE FREEWARE PROGRAMS ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE ORIGINAL LICENSOR'S LICENSE AND THE AGREEMENT. THEY ARE ONLY LICENSED UNDER AND TO THE EXTENT ALLOWED BY THE ORIGINAL LICENSOR'S LICENSE, BUT ARE NOT SUBJECT TO THE TERMS AND CONDITIONS OF THIS EXHIBIT. IF REQUESTED BY Clearwire, (i) SUCH FREEWARE PROGRAMS SHALL BE IDENTIFIED BY Motorola, USING COMMERCIALLY REASONABLE EFFORTS AND (ii) FOR A PERIOD OF THREE YEARS AFTER RECEIPT OF SUCH FREEWARE PROGRAMS, A COPY OF THE ORIGINAL LICENSOR'S PUBLIC LICENSE AND A FREE COPY OF THE SOURCE CODE OF SUCH FREEWARE PROGRAMS IN MACHINE-READABLE FORM SHALL BE PROVIDED BY Motorola (ALTHOUGH DISTRIBUTION FEES MAY BE APPLICABLE). 8. SOFTWARE FEES AND CHARGES 8.1 Charges for the ILF or ASL are billed when the equipment (including expansion equipment) on which the Software resides is invoiced, with payment due 30 days from the invoice date. 8.2 Charges for Optional Features are invoiced upon installation of the Optional Features, with payment due 30 days from the invoice date. C-4

9. ENTIRE UNDERSTANDING Notwithstanding anything to the contrary in other agreements, purchase orders or order acknowledgments, the Infrastructure Agreement and this Exhibit set forth the entire understanding and obligations regarding use of Software, implied or expressed. C-5

EXHIBIT "D" TO THE WIRELESS BROADBAND SYSTEM INFRASTRUCTURE AGREEMENT NETWORK SUPPORT PROGRAM For purposes of uniformity and brevity, references to Agreement or to an Exhibit shall refer to that Services Agreement to which this document is Exhibit - and to the other Exhibits to that Agreement, except as otherwise stated herein. This Agreement covers technical support and software maintenance programs. 1.0 DEFINITIONS. All definitions set forth in the Services Agreement shall apply hereto, except as otherwise expressly defined herein, and all such defined terms will be capitalized throughout this Exhibit and shall be read in the singular, plural or the tense as the context requires. <TABLE> <S> <C> CLEARWIRE NETWORK means Motorola's Clearwire support centre which shall serve RESOLUTION CENTRE Clearwire from a location notified by Motorola to ("CNRC") Clearwire. CLEARWIRE SERVICE means the telephone support operation in place to enable Desk Clearwire to solicit help with technical issues. FIELD REPLACEABLE means a distinctly separate component that has been UNIT("FRU") designed so that it may be exchanged at its site of use for the purpose of maintenance or service adjustment. An example of an FRU is a plug-in circuit board. In some instances, a field replaceable unit may contain other field replaceable units, for example, a circuit board or power supply. FIX AVAILABLE Applies to Service Requests with associated Product Change Requests. The release containing the fix to the problem documented in the Product Change Request is available for Clearwire to order. FIX DEFERRED Used where Clearwire does not want Motorola to provide a patch or tape but would prefer that the repair be released in a future release. In such cases Clearwire is to provide Motorola with a waiver not to claim Motorola's support for new events caused due to the lack of the patch or fix. MANAGEMENT REPORTS means the reports to be prepared and presented by Motorola in accordance with the NSP Specification. NON PRODUCT CHANGE A system problem or query that can be resolved without the need for a change to the product to effect a final solution E.g. changes to parameter settings or configurations, general technical questions, questions regarding documented procedures. PRODUCT CHANGE A system problem that can only be resolved with a change to the product E.g. software fixes or documentation errors. NSP PROGRAM means the Network Support Program, which includes 7x24 technical support and software maintenance. NSP SPECIFICATION Shall mean the detailed description of the Support Services described and set forth in Appendix A to this Exhibit </TABLE> D-1

<TABLE> <S> <C> PREMISES means each of the locations comprising the Network, including the location that houses the System. GRADE OF Service With respect to the delivery of the Support Services in any (GOS) Year, GoS means the standard of performance actually achieved by Motorola in providing the NSP Specification in that Year (calculated and expressed as a ratio and set out in the NSP Specification). RECOVERY means the implementation of a temporary solution to immediately restore the System to a default condition. RECOVERY TIME means the elapsed time between receiving first escalation call from Clearwire and achieving Recovery. RESOLVED A resolution for the problem has been presented to Clearwire and the CNRC is awaiting confirmation that the resolution was successful. RESOLUTION TIME means the elapsed time between being granted access to the network (either remotely or, where required by Motorola, on arrival on-site) and making available to Clearwire a patch or software release that resolves the problem. Resolution time for Product Change is measured to "fix available", "resolved not fixed" or "fix deferred". Resolution time for Non-Product Change is measured to "Resolution" status. RESPONSE TIME means the elapsed time between the Clearwire Service Desk acknowledges receipt of a Clearwire request for assistance and the time work is commenced on the request, during Clearwire's coverage hours, as described in the NSP Specification. SUPPORT FEES means the total net sum for the Support Services, net of all purchase tax, Value Added Tax and all other similar governmental charges which shall be additional thereto. SUPPORT SERVICES means those Motorola functions as set forth in this Exhibit "D", including, but not limited to, ongoing support, technical advice, resolution of identified problems, provision of technical bulletins, and software updates to provide consolidated bug fixes and such other functions as may be more fully described in this Exhibit "D". Support Services exclude post warranty hardware repairs. WORKAROUND means short term temporary fix or recommended action provided in order to prevent the reoccurrence of a Clearwire issue. YEAR means any successive period of 12 calendar months measured from the Effective Date. </TABLE> 2.0 SCOPE 2.1 This Exhibit is for the purpose of defining the Network Support Program and the conditions applicable to the provision of the Support Services to be provided by Motorola and/or its authorised affiliates and subcontractors, which has the objective of supporting the performance of the System. 2.2 The NSP covers equipment manufactured or supplied through Motorola and software supplied by Motorola, both integrated into the Network and accepted into live service by Clearwire. 2.3 The Warranty coverage will be provided during the warranty period as defined in the Agreement. This NSP or similar program commences when warraty coverage ends. D-2

3.0 SERVICE LEVELS Where any Support Service is stated in the NSP Specification to be subject to a specific Service Level, Motorola shall provide that Support Service in such a manner as to ensure that the Grade of Service with respect to that Service is equal to or higher than such specific Service Level, as follows: 3.1 First Line maintenance - First Line Maintenance is defined as the day to day monitoring and maintenance of the communications system using procedures outlined in the Documentation and available under one of the Motorola provided technical training courses. This would include, but not be limited to (i) accurate diagnosis, identification and isolation of FNE malfunctions to the FRU level, (ii) removal and replacement of faulty FRU's, (iii) carrying out preventative maintenance activities, and (iv) sending the malfunctioning product, packed in a manner to prevent damage, to the Motorola designated repair depot. 3.2 Second Line Maintenance - Second Line Maintenance is defined as the investigation of system level faults that cannot be resolved under First Line Maintenance. Resolution for system level problems/issues is falls under Second Line Maintenance where a change of the Software is not required. Where a change in the Software is required (a product change), Second Line Maintenance is limited to investigation, data gathering and fault analysis. 3.3 Third Line Maintenance - Third Line Maintenance is defined as the techniques and procedures used to resolve issues/problems which cannot be resolved using First Line Maintenance or Second Line Maintenance techniques, and includes the provision of Hardware repair or replacement services. These problems typically require a product change to resolve. Hardware repair also comes under third line support. 4.0 SOFTWARE MAINTENANCE AND TECHNICAL SUPPORT 4.1 Motorola will offer optional Software Maintenance Program, providing CNRC support and bug fixes for the current and immediately preceding Software Release. 4.2 Prices for new Software releases with no increase in features or functionality are included in this program; new feature releases and increased Software capabilities are separately offered and charged. The price for Software Maintenance Program is contained in Exhibit "A". 5.0 GENERAL 5.1 Services will be provided strictly in accordance with the NSP Specification. Any amendment, modification or expansion of the responsibilities set forth in the Specification will be subject to the written agreement of the parties. 5.2 Motorola reserves the right to subcontract, in whole or in part, Support Services. The subcontractors must be certified by Motorola. 5.3 All Motorola personnel providing onsite services as part of this Exhibit will be under the direct control of Motorola and at all time are considered Motorola employees. Motorola will be liable for any damages caused by Motorola personnel or subcontractors operating on a Clearwire Network or within a Clearwire facility. D-3

6.0 OBLIGATIONS OF MOTOROLA 6.1 Motorola will: 6.1.1 Deliver the Support Services to Clearwire in accordance with the obligations, Service Levels and conditions of the NSP Specification or other Service provided, such as Software Maintenance Services or extended Hardware Maintenance Services, but subject to the provisions of this Exhibit; 6.1.2 Ensure that its employees, agents and sub-contractors comply with all of Clearwire's reasonable requests, directions or regulations made known to Motorola or its employees, agents or sub-contractors in relation to the safety and security of Clearwire's Premises, property or personnel; and 6.1.3 Monitor hardware failures and identify any fault trends indicating a potential hardware design fault. Motorola shall deliver to Clearwire electronically a monthly report in an agreed format that summarizes all field returns, root cause analyses and paretos of all fault trends identified. 6.1.4 If Motorola is unable to resolve an issue through immediate telephone assistance, Motorola will provide Clearwire with a Response Time and Resolution Time in accordance with the detailed criteria and Service Levels set forth in the NSP Specification. 7.0 CLEARWIRE RESPONSIBILITIES 7.1 Subject to any provision of the NSP Specification to the contrary, and depending on the Service taken, Clearwire will: 7.1.1 Be responsible for the first level of maintenance, including but not limited to diagnosis and (i) identification and isolation of Equipment malfunctions to the FRU level and reproducible software malfunctions; (ii) hardware, firmware and software, removal and replacement, (iii) isolation of reproducible Software malfunctions, and (iv) sending the malfunctioning product, packed in a manner to prevent damage, to the Motorola designated repair depot, provided, however, that such first level of maintenance shall be required only to the extent Clearwire can reasonably be expected to perform given its Documentation and the training available to Clearwire's personnel. Motorola will provide Clearwire with any reasonably requested aid in performing such diagnosis, provided Motorola may charge for such aid if it constitutes first echelon diagnosis that is Clearwire's responsibility. In the event of Software malfunction, Clearwire will notify Motorola promptly of the failure through the Clearwire Service Desk, followed by written confirmation of such notice. Motorola will acknowledge receipt of notice of verified Software malfunctions. 7.1.2 All escalations and communications with the Motorola CNRC will be conducted through the Clearwire Network Operations Center (NOC) and/or Clearwire Engineering. 7.1.3 Supply the requested data in a timely manner as required by Motorola. The time during which data is not available, for any reason whatsoever that is not within Motorola's sole control, will not be included in any calculation of timescales or service levels set out in this Exhibit. 7.1.4 If, having no internal closure policy, agree with Motorola the following policy regarding the closure of Service Requests: If no response has been received D-4

after seventy two (72) hours following a request from Motorola, then Motorola shall contact Clearwire and request closure of the relevant Service Request. If no response is received after a further seventy two (72) hours, Motorola shall be entitled to close the relevant Service Request. 7.1.5 Bear the costs of its own telephone and utility charges and other services and items being supplied by Clearwire under this Exhibit. 7.1.6 Make the payments according to the schedule set forth in Clause 10 of this Exhibit. 7.1.7 Perform all other of its obligations set out in this Exhibit and Appendices attached hereto. 7.1.8 Appoint a System Manager for the System and supply Motorola with the name, address and telephone number of the System Manager. The System Manager is responsible for coordination with Motorola personnel and will, at the option of the Clearwire System Manager, make available a Clearwire Representative during Motorola performance of Support Services. 7.1.9 [RESERVED] 7.1.10 Provide reasonable facilities including, but not limited to, secure storage space, a designated workspace with adequate temperature control and light, and use of all System and communications facilities, including access to a telephone line. 7.1.11 Supervise and perform all normal day-to-day System operational activities. 7.1.12 Perform System restarts or other maintenance or trouble-shooting activity as directed by the Documentation prior to initiating a service call for any System problem, unless previously instructed otherwise by a Motorola representative. 7.1.13 Assist and cooperate with Motorola in the diagnosis of reproducible Software malfunctions and provide such information as may be reasonably requested by remote and local personnel as they provide technical supervision and support to Clearwire's maintenance technicians. 7.1.14 Furnish, maintain and repair equipment, products and services supplied by: 7.1.14.1 Vendors other than Motorola; and 7.1.14.2 Vendors of mobile and/or other portable subscriber units. 7.1.15 Supervise, manage and control its use of the Software, including, but not limited to: 7.1.15.1 Assuring proper machine configuration, program installation, audit controls and operating methods; 7.1.15.2 Implementing adequate backup plans, based on alternate procedures to diagnose, patch and repair Software defects in the event of a Software malfunction; and 7.1.15.3 Implementing sufficient procedures and checkpoints to satisfy Clearwire's requirements for security and accuracy of input and D-5

output. Such procedures and checkpoints will be provided to and followed by Motorola. 7.1.16 Perform and comply with all available Motorola maintenance procedures covering all routine system administration and maintenance tasks which Clearwire will be required to perform on a regular basis in order to ensure the integrity of operation of the System. To the extent that such procedures need to be developed, they shall be mutually agreed to by Clearwire and Motorola. 7.1.17 Clearwire will allow persons duly authorised by Motorola such access to the Premises as is reasonably required for the purpose of providing the Support Services. Authorisation procedures will be agreed upon by Clearwire and Motorola from time to time. Motorola will use such rights of access for the purpose of providing the Support Services only. Motorola's right of access will end upon termination of this Exhibit 7.1.18 Any delays associated with the performance of any of Clearwire's obligations shall serve to extend any time periods within which Motorola is obliged to carry out its responsibilities and obligations hereunder. 7.1.19 For Priority 1 cases, Clearwire must support Motorola with appropriate on-site resources to support system Recovery. 8.0 PRIORITY CLASSIFICATION FOR SUPPORT DELIVERY 8.1 In order to classify the urgency to be attributed to a problem Motorola will classify the each Service Request as a priority P-1 through to P-4 according to the following guidelines: 8.2 Motorola Service Request Designators and Definitions: 8.2.1 PRIORITY 1 (P1) Critical (Target Recovery Time: 24 hours from time of escalation)-This is the maximum level of urgency assigned to Service Requests based on one or more of the following conditions: - More than 10% of the call or data processing capability of a major Network Element is affected. Eg. Site controller - Significant ongoing loss of critical functionality of a revenue-generating feature. - inability of the network management product(s) to provide critical operations and maintenance (O&M) functionality. - Billing is out of service, or there is a significant ongoing loss of billing information, if provided by Motorola. - Clearwire has declared an emergency with the concurrence of Clearwire and Motorola management. - Any conditions that may affect safety. - Problems with a planned activity on previously operational equipment (such as a software upgrade roll-out) that requires the installation of the previous software load. - inability to process emergency calls. D-6

8.2.2 PRIORITY 2 (P2) Major (Target Recovery Time: 48 hours from time of escalation) - This is normally the urgency assigned to Service Requests based on one or more of the following conditions: - Major impact on the functionality of the Network but it does not prevent the System from meeting its primary requirements - Failures in operational and system performance information that require additional dedicated resources in order to maintain core System operations - Failures in the ability to add, delete or reconfigure any in-service Network Element - Failure in the ability to provision subscribers - Errors in procedures where service risks are involved - Less than 10% of the call or data processing capability of a major Network Element is affected. E.g. Site controller - A revenue-generating feature is out of service. - Total outage of a Network Element that is determined to be a high profile site by Clearwire and Motorola. - Clearwire-declared major issue with the concurrence Motorola. - A redundant device on a major Network Element is lost. - Failure of any portion of a duplex operation for periods of excess of 30 seconds. 8.2.3 PRIORITY 3 (P3) Minor (Target Recovery Time: 5 days from time of escalation) - Minor problems are classified based on one or more of the following conditions: - Loss of administrative capabilities (not classified as Priority 1 or Priority 2) - Loss of feature functionality (not classified as Priority 1 or Priority 2) - Configuration discrepancies or questions related to error messages or alarms that are being generated on the system. - Other equipment or software issues that are not service affecting. - Follow-up cases for Priority 1 or Priority 2 cases. 8.2.4 PRIORITY 4 (P4) Low Impact (Target Recovery Time: ICB or next software release)- Priority assigned to a case type of information. This is normally the urgency assigned to Service Requests with low impact and is based on one or more of the following conditions: - Basic questions - Cosmetic problems - Documentation errors - Remote support of software load (scheduled maintenance) - System probe requests for upcoming installations, upgrades etc. - Other D-7

9.0 RISK OF LOSS Risk of Loss for equipment shipped by Clearwire to Motorola under this Exhibit shall pass to Motorola upon receipt at a designated Motorola repair facility. Risk of Loss for equipment shipped by Motorola to Clearwire under this Exhibit shall pass to Clearwire upon receipt by Clearwire. 10.0 WARRANTY RELATED TO REPAIRS OR REPLACEMENTS Repairs performed under this Exhibit are warranted under the same terms and conditions as the Agreement, with the exception of the Warranty term, which shall be for (i) a period of ninety (90) days from the date of Motorola's return shipment to Clearwire; or (ii) the balance of the remaining Warranty term under the Agreement, whichever is longer. Typical warranty repairs are thirty (30) days from receipt to dispatch. 11.0 PAYMENT 11.1 Clearwire will be invoiced annually, in advance, for the Support Fee. Payment shall be made within thirty (30) days from the invoice date and otherwise in accordance with the payment terms set forth below. 11.2 The Support Fee covers all travel, accommodation, time and other expenses incurred by Motorola or any of its employees, agents or sub-contractors in providing the Support Services (with the exception of such expenses and taxes described in Clauses 11.4 and 11.5 below) other than where such costs have been incurred as a result of errors or misuse attributable to Clearwire. 11.3 In the event that any payment is delayed by Clearwire, an interest charge shall be payable equivalent to two (2) percent above the Barclays Bank base rate prevailing at the time that payment should have been made. 11.4 Postage, freight or other such transportation charges for shipping defective products to an authorized Motorola Repair Depot will be borne in accordance with the NSP Specification; when such products or their replacements are being returned to Clearwire, Motorola shall bear such charges. 11.5 Clearwire is responsible for the payment of all applicable import, sales. Value Added Tax, use, retailers occupation, excise, property and other duties and assessments in the nature of taxes, however designated, on the Support Services provided to Clearwire pursuant to this Exhibit, exclusive however, of any taxes measured by Motorola's net income or based on Motorola's franchise. To the extent Motorola is required by law to collect such taxes, one hundred percent (100%) of such taxes, etc. shall be added to invoices as separately stated charges and paid in full by Clearwire, unless Clearwire is exempt from such taxes and furnishes Motorola with a certificate of exemption in a form reasonably acceptable to Motorola. In the event Clearwire claims exemption from sales, use or other such taxes under this Exhibit, Clearwire shall hold Motorola harmless from any and all subsequent assessments levied by a proper taxing authority for such taxes, including interest, penalties and late charges. 12.0 EXCLUSIONS 12.1 The Software support provisions set forth in this Exhibit apply only to the Software as supplied or modified by Motorola. Modifications, attempted modifications or additions to the Software by Clearwire or by any party other than Motorola is a breach of the Software License and will void all obligations of Motorola included herein. D-8

12.2 This Exhibit shall not apply to any specific item of Equipment that has attained the fifth anniversary of the date that Motorola (or authorized Motorola third-party manufacturers) ceases manufacture of such specific items. To the extent that Clearwire expects it will require support beyond such five-year period, extended end-of-life support may be purchased from Motorola, but only at the time of entering into this Exhibit and prior to the date of cessation of manufacture. 12.3 Support Services do not include the repair of any transmission line, antenna, tower, tower lighting, racks, cabinets, defective or phosphor-burned cathode ray tubes (CRTs), consumables, including but not limited to, cables, connectors, batteries, duplexers, circulators, printers, keyboards and frames, and their installation. 12.4 The NSP Specification will apply to all software released by Motorola to Clearwire. 12.5 The Support Services to be provided by Motorola will exclude all work necessary to restore or rebuild lost or destroyed data or any part thereof consequent upon corruption by Equipment failure, incorrect use of the System or any upgrade to the Equipment Systems not approved by Motorola. If undertaken, such work will be charged at Motorola's normal daily fee rate for the time being in force, in addition to travel and accommodation costs. 12.6 Service does not include installation of System hardware expansions requested by Clearwire. 12.7 Service does not include normal system operating responsibilities, the provision of operating supplies or replacement of consumable supplies, electrical work external to the System or any other functions not required under this Exhibit. 12.8 Service does not include maintenance or repair of any equipment and software not provided by Motorola. 12.9 Movement of equipment and reinstallation by anyone not authorized by Motorola may void any obligation or warranty by Motorola. Such authorization by Motorola will not be unreasonably withheld. Motorola will publish commercially reasonable documents and standards on how it authorizes third parties. 12.10 Clearwire will not modify, remove or obliterate the bar code, serial number or any other identifying mark(s) on System components. Any System component so altered and in need of repair will be repaired at the sole discretion of Motorola. 12.11 Motorola has no obligation to repair or replace items when such repair or replacement is caused by the following: 12.11.1 An event of Force Majeure. However, Motorola agrees, upon Clearwire's request, to participate with Clearwire and make an assessment with respect to any damage as a result of such event and to provide a quotation with respect to the repair and/or replacement of the items damaged. 12.11.2 Acts of vandalism 12.11.3 Attempts by other than personnel authorized by Motorola to repair, maintain, install or modify the System, or if the System is used in other than its normal and customary manner 12.11.4 Clearwire's failure to maintain prescribed environmental conditions or external electrical tolerances D-9

12.11.5 Damage that occurs during shipment from Clearwire to Motorola 12.11.6 Damage due to misuse 12.11.7 Replacement or malfunction of consumable items such as printing ribbons 12.11.8 Failure of any part of the Interconnected Carrier equipment 12.12 Motorola will provide Clearwire with any reasonably requested aid in performing Clearwire's responsibly hereunder, provided Motorola may charge for such aid if it constitutes activities that are within Clearwire's responsibility. Clearwire's Travel expenses related to site visits, which are expressly excluded from coverage. 13.0 RE-CERTIFICATION Except for the Clearwire network as of the Effective Date of this Agreement, if the System or a part of the System is not covered by Warranty or a previous Motorola Network Support Program, or similar Motorola support agreement, Motorola is entitled to inspect the System to determine its qualification for Support Services. The inspection and any repairs, adjustments or upgrades deemed necessary by as a precondition for Support Services shall be made by Motorola and paid for by Clearwire at Motorola's time and material rates then in effect and will be made prior to commencement of Support Services for the relevant part of the System. D-10

EXHIBIT "E" TO THE WIRELESS BROADBAND SYSTEM INFRASTRUCTURE AGREEMENT DEFINITIONS ACCEPTANCE TEST PLAN The testing described and administered as set forth in Exhibit "C". CLEARWIRE AFFILIATES Entities which are controlled with greater than 50% ownership by Clearwire Corporation. CUSTOM DEVELOPMENT Features, functions or capabilities in Equipment or Software for which Clearwire funds Motorola's development activity. DOCUMENTATION The documentation described in Exhibit "B" or which is included with the Infrastructure Products. DUAL MODE PRODUCTS The base station/access point unit with the capability to operate (but not seamlessly between) the Expedience and 802.16e technologies. EQUIPMENT The Motorola-supplied hardware for the System, but excluding Subscriber Products. EXPEDIENCE INFRASTRUCTURE PRODUCTS The access point/base stations using Expedience technology. INFRASTRUCTURE AGREEMENT This Infrastructure Agreement and the accompanying Exhibits. INFRASTRUCTURE PRODUCTS All Equipment and Software purchased for use in the System which are listed on Exhibit "A". OTHER TECHNOLOGY Any other standards-based, alternative wireless broadband Infrastructure technology deployed by Clearwire. E-1

NETWORK ELEMENTS Infrastructure equipment and related software for the System other than Equipment, Software and Subscriber Product. Examples include wireless backhaul equipment, ethernet switches, IP routers, etc. PREFERRED VENDOR A status that means Clearwire will, when capabilities, costs and availability are equal for a given product or service offered by Motorola and another supplier or suppliers, purchase the product or service from Motorola in preference to the other supplier or suppliers. SERVICES Those Motorola functions included in the concurrently signed Services Agreement. SITE Each of the site locations comprising the System, including the location that houses the core. SOFTWARE See Exhibit "C". SUBSCRIBER A person who uses the System and, thereby, entitling Clearwire to revenue. SUBSCRIBER PRODUCT Any device or portable radiotelephone equipment intended for System use, whether or not in actual use. SYSTEM The wireless radiotelephone system comprised of the Infrastructure Products and other Clearwire-supplied products. WI-MAX INFRASTRUCTURE PRODUCTS The access point/base station or equivalent using 802.16e technology. WIRELESS BROADBAND INFRASTRUCTURE PRODUCTS Wireless broadband base station/access point infrastructure products operating on licensed spectrum, including Other Technology infrastructure products. E-2

Exhibit 10.57 WIRELESS BROADBAND CPE SUPPLY AGREEMENT Between: and: Motorola, Inc. Clearwire US LLC 1501 W. Shure Drive 5808 Lake Washington Blvd. NE, Suite 300 Arlington Heights, IL 60004 Kirkland, WA 98033 (Motorola) (Clearwire) EFFECTIVE DATE: August 29, 2006 This Wireless Broadband CPE Supply Agreement (Agreement) is entered into between Motorola and Clearwire as of the Effective Date. Clearwire will purchase and Motorola agrees to sell Wireless Broadband Subscriber Products (as defined in Exhibit "B"), support, accessories and related equipment, all as listed in Exhibit A, Schedule 1 at the prices listed in Exhibit A and on the terms and conditions in this Agreement, Exhibits and Schedules. The Exhibits and Schedules attached in this Agreement, as such Exhibits A-C and Schedules may be amended by agreement of the parties from time to time, are incorporated into this Agreement. Affiliates of Clearwire, as defined in Exhibit A, also have the right to directly purchase under this Agreement, on the terms and conditions stated in this Agreement and Clearwire and Clearwire Corporation will guarantee payment for any Subscriber Products Motorola provides to Clearwire and Clearwire Affiliates. This Agreement and attached Exhibits and Schedules constitute the entire and final expression of agreement between the parties, and supersede all other communications between the parties, pertaining to the subject matter of this Agreement. This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which taken together will constitute one and the same instrument. Facsimile or digital signatures will be treated as originals. [Signature pages follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. MOTOROLA INC. CLEARWIRE US LLC By: /s/ C. F. WRIGHT By: /s/ Benjamin G. Wolff --------------------------------- ------------------------------------ (signature) (signature) Name: C. F. WRIGHT Name: Benjamin G. Wolff Title: SENIOR VICE-PRESIDENT Title: Co-President & Co-CEO Date: 8/29/06 Date: 8/29/06

Clearwire Corporation hereby guarantees payment of the purchase price for any Subscriber Products purchased by Clearwire or any Clearwire Affiliate under this Agreement, subject to the exercise of any rights of Clearwire or such Clearwire Affiliate with respect to such payment Motorola need not exhaust remedies against Clearwire and Clearwire Affiliates (other than to demand payment and to allow for the passage of the applicable cure period) prior to pursuing this guarantee of Clearwire Corporation. CLEARWIRE CORPORATION By: /s/ Benjamin G. Wolff --------------------------------- (signature) Name: Benjamin G. Wolff Title: Co-President & Co-CEO Date: 8/29/06

EXHIBIT A PRODUCTS AND PRICES A. Under the terms of this Agreement, Motorola will offer the specific Wireless Broadband Subscriber Products contained in Exhibit A, Schedule I ("Subscriber Products"). B. Certain technical specifications and features for Subscriber Products are contained in Exhibit A, Schedule 2. C. Targeted availability dates for Subscriber Products are contained in Exhibit A, Schedule 3. D. Exhibit A, Schedule 4 "Expedience CPE Feature Roadmap" highlights the features that Clearwire needs for the Expedience CPE family. A-1

EXHIBIT A SCHEDULE 1 SUBSCRIBER PRODUCTS AND PRICING The pricing stated in this Exhibit A, Schedule 1 is the [***] pricing to be charged by Motorola under this Agreement. Throughout the term of this Agreement, Motorola will use commercially reasonable efforts to [***] for the Subscriber Products specifically listed in this Exhibit A, Schedule 1. SEE ATTACHED [*** Confidential Treatment Requested] A-2

2006 CPE EXPEDIENCE EQUIPMENT <TABLE> <CAPTION> ITEM DESCRIPTION TOTAL PRICE (I)NFRA / (C)PE ---- ----------- ----------- --------------- <S> <C> <C> <C> 022-0009-0001 BOX OSU (OUTDOOR CPE) SINGLE [***] C 022-0015-0001 BOX FOR SLIMLINE SINGLE [***] C 022-0050-0004 BOX SLEEVE A-MOD SLIMLINE W/BARCODE GENERIC [***] C 022-0050-0101 CLEARWIRE BOX SLEEVE [***] C 022-0055-0001 BOX OSU SINGLE [***] C 250-1055-1903 CLEARWIRE OSU KIT 10OFT CABLE [***] C 250-1155-1000 2.5GHZ OSU KIT WITH EURO CORD, 100 FT CABLE [***] C 250-1157-1000 OSU3310 AV CPE KIT W/900-0009-9100 EUROINSTALL KIT [***] C 250-1159-1000 OSU3510 AV CPE KIT W/900-0009-9101 EURO NSTLKIT [***] C 250-1255-1000 OSU 2510-AV OUTDOOR CPE KIT INCLUDING UK CORD [***] C 250-1257-1000 OSU 3310 AV CPE KIT W/900-0009-9102 UK [***] C 250-1259-1000 OSU 3510 AV CPE KIT W/900-0009-9102 UK [***] C 250-1357-1000 OSU 3310 AV CPE KIT W/900-0009-9103 CHINA/AUS [***] C 250-1359-1000 OSU 3510 AV CPE KIT W/900-0009-9103 CHINA/AUS [***] C 250-5055-1000 2.6GHZ OSU KIT [***] C 250-5055-1903 CLEARWIRE OSU KIT 50FT CABLE [***] C 250-5155-1000 2.6GHZ OSU KIT W/EURO CORDS 50 FT CABLE [***] C 250-5157-1000 3.3 GHZ OSU KIT [***] C 250-5159-1000 3.5 GHZ OSU KIT [***] C 250-5159-1761 OSU 3510-A OUTDOOR CPE KIT BELGIUM [***] C 250-5255-1000 OSU 2510-AV OUTDOOR CPE KIT INCLUDING UK CORD [***] C 250-5259-1777 OSU 3510-A V CLEARWIRE IRELAND CPE KIT [***] C 250-5357-7001 OSU 3310-A OUTDOOR CPE KIT [***] C 250-5557-7001 OSU 3310-A OUTDOOR CPE KIT [***] C 350-0255-0001 COVER/MOUNTING PLATE, MSU [***] C 370-0015-0001 SLIMLINE COVER ASSEMBLY-CPE [***] C 370-0015-0002 SLIMLINE BASE ASSEMBLY-CPE [***] C 370-0015-0005 WINDOW MOUNT BRACKET [***] C 370-0015-0101 SLIMLINE COVER ASSEMBLY-RSU [***] C 420-0050-1000 POWER SUPPLY 15V 1.66A 25W [***] C 420-0050-9000 SWITCHING POWER SUPPLY OSU 19.5V 2.5A RJ45 [***] C 470-0100-5676 OMNI ANTENNA MOUNTING KIT [***] C 501-3101-2701 MAGNETIC MOUNT MOBILE ANTENNA 2.4-2.7GHZ [***] C 501-3101-3701 3.3-3.6GHZ MOBILE MAGMOUNT ANTENNA [***] C 501-3103-2701 THROUGH HOLE MOBILE ANTENNA 2.4-2.7GHZ [***] C 501-3103-3701 3.3-3.6GHZ MOBILE T/H ANTENNA [***] C 501-3107-2701 2.5GHZ MOBILE MAGMOUNT ANTENNA [***] C 559-0050-0503 CLEARWIRE RSU OVAL COVER LABEL [***] C 597-0255-0001 MSU POWER/COMM CABLE HARNESS [***] C 597-5001-0001 CPE ANT-RF CABLE [***] C 597-5001-0002 OSU, ANT-RF CABLE [***] C 597-5001-0003 SLIMLINE CPE ANT-RF CABLE ASSM [***] C </TABLE> [*** Confidential Treatment Requested] A-3

<TABLE> <CAPTION> ITEM DESCRIPTION TOTAL PRICE (I)NFRA / (C)PE ---- ----------- ----------- --------------- <S> <C> <C> <C> 597-5001-0004 OSU-S.L. SERIES ANT-RF CABLE ASSM. [***] C 597-5001-0201 MSU INTERNAL RF CABLE TNC [***] C 597-5120-0107 PWR CORD 7FT NORTH AMERICA DETACHABLE [***] C 597-5120-0108 PWR CORD 8FT 2 INCH NORTH AMERICA DETACHABLE [***] C 597-5120-0307 EUROPEAN POWER CORDSET [***] C 597-5121-0104 USA A/C POWER CORD 4 FT [***] C 597-5121-0204 UK 4 FT POWER CORD [***] C 597-5121-0304 EURO POWER CORD 4 FOOT [***] C 597-6010-0001 CPE UTP ETHERNET CABLE ASSEMBLY [***] C 597-6015-0001 CPE PROGRAMMING CABLE [***] C 597-6020-0050 DC/SIGNAL CABLE, OSU, 50FT [***] C 597-6020-0075 DC/SIGNAL CABLE, OSU, 75 FT [***] C 597-6020-0100 DC/SIGNAL CABLE, OSU, 100 FT [***] C 597-6021-0050 OSU DC PWR / ENET RJ45 TO CONXALL (50FT) [***] C 597-6021-0100 OSU DC PWR / ENET RJ45 TO CONXALL (100FT) [***] C 900-0009-9050 OSU NORTH AMERICAN INSTALL KIT [***] C 900-0009-9051 OSU EURO INSTALL KIT 50' CABLE [***] C 900-0009-9052 OSU UK INSTALL KIT 50' CABLE [***] C 900-0009-9053 OSU CHINA/ AUSTRALIA INSTALL KIT 50' CABLE [***] C 900-0009-9100 OSU NORTH AMERICAN INSTALLATION KIT 100' CABLE [***] C 900-0009-9101 OSU EURO INSTALLATION KIT 100' CABLE [***] C 900-0009-9102 OSU UK INSTALLATION KIT 100' CABLE [***] C 900-0015-0005 RSU BRACKET ACC. [***] C 900-0054-1220 RSU-3510-AV, ISP220, CHPL-3-5120, CLEARWIRE SPAIN [***] C 900-0054-1230 RSU-3510-AV, ISP230,CHPL-3-5080, DANSKE [***] C 900-0054-1760 RSU-351O-AV, ISP760, CHPL-3-5060, MAC TELECOM [***] C 900-0054-1761 RSU-3510-AV, ISP761, CHPL-3-5060, CLEARWIRE BELGIUM [***] C 900-0054-1777 RSU-3510-AV, ISP777, CHPL-3-5050, IRELAND [***] C 900-0055-1903 OSU-2510-AV, ISP903, CHPL-2-6030 CLEARWIRE [***] C 900-0055-9903 OSU-2510-AV ISP903, CHPL-2-6030, CLEARWIRE W/50' [***] C 900-0059-1220 OSU-3510-AV, ISP220, CHPL-3-5120, CLEARWIRE SPAIN [***] C 900-0059-1230 OSU-3510-AV, ISP230, CHPL-3-5080, DANSKE [***] C 900-0059-1761 OSU-3510-AV, ISP761, CHPL-3-5060, BELGIUM [***] C 900-0059-1777 OSU-3510-AV, ISP777, CHPL-3-5050, IRELAND [***] C 900-0060-1903 RSU-2510-FV, ISP903, CHPL-2-6030 CLEARWIRE [***] C 900-0060-1970 RSU-2510-FV ISP970 CHPL-2-6030 CLEARWIRE-EARTH [***] C 900-0060-1971 RSU-2510-FV ISP971 CHPL-2-6030 CLEARWIRE-WIND [***] C 900-0060-1972 RSU-2510-FV ISP972 CHPL-2-6030 CLEARWIRE-FIRE [***] C 900-0060-2903 RSU-2510-FH, ISP903, CHPL-2-6030, CLEARWIRE [***] C 900-0071-1903 RSU-2510-SV ISP903 CHPL-2-6030 CLEARWIRE [***] C 900-0071-1970 RSU-2510-SV ISP970 CHPL-2-6030 CLEARWIRE AOL [***] C </TABLE> [*** Confidential Treatment Requested] A-4

<TABLE> <CAPTION> ITEM DESCRIPTION TOTAL PRICE (I)NFRA / (C)PE ---- ----------- ----------- --------------- <S> <C> <C> <C> 900-0071-1971 RSU-2510-SV ISP1971 CHPL-2-6030 CLEARWIRE-W1ND [***] C 900-0071-1972 RSU-2510-SV ISP972 CHPL-2-6030 CLEARWIRE-FIRE [***] C 900-0071-2903 RSU-2510-SH ISP903 CHPL-2-6030 CLEARWIRE [***] C 900-0225-1000 MSU-2300-A ISP000, CHPL-2-3020 [***] C 900-0238-1000 MSU-3710-AV, ISP000, CHPL-3-7030 [***] C 900-0255-1903 MSU-2510-AV, ISP903, CHPL-2-6030 CLEARWIRE [***] C 900-0255-9001 ETSI MSU-2510-A, ISPOOO, CHPL-2-6010 [***] C 900-0257-1000 MSU-3310-A, ISP000, ChPI-3-3010 [***] C 900-0259-1000 MSU-3510-A, ISP000, ChPI-3-5030 [***] C </TABLE> [*** Confidential Treatment Requested] A-5

WIMAX-CLEARWIRE PRICING PRODUCT/DESCRIPTION <TABLE> <CAPTION> DESKTOP CPE 4-PORT ETHERNET HUB (NON-ATA) AVAILABLE [***] TIERS MEASURED ON ANNUAL PURCHASES OF BOTH ATA & NON-ATA 4 PORT ------------------------------------- CPES. TABLE IS STARSTEP WITH INITIAL UNITS AT HIGHER PRICE. 2007 2008 2009 2010 2011 ----- ----- ----- ----- ----- <S> <C> <C> <C> <C> <C> [***] and above [***] [***] [***] [***] [***] </TABLE> <TABLE> <CAPTION> DESKTOP CPE 4 PORT ETHERNET HUB (WITH ATA) AVAILABLE [***] TIERS MEASURED ON ANNUAL PURCHASES OF BOTH ATA & NON-ATA 4 PORT ------------------------------------- CPES. TABLE IS STARSTEP WITH INITIAL UNITS AT HIGHER PRICE. 2007 2008 2009 2010 2011 ----- ----- ----- ----- ----- <S> <C> <C> <C> <C> <C> [***] and above [***] [***] [***] [***] [***] </TABLE> <TABLE> <CAPTION> DESKTOP CPE 1 PORT ETHERNET .5 WATT NON-MMO, NON-ATA AVAILABLE [***] TIERS MEASURED ON ANNUAL PURCHASES OF THIS MODEL ONLY. TABEL IS ------------------------------------- STARSTEP WITH INITIAL UNITS AT HIGHER PRICE. 2007 2008 2009 2010 2011 ----- ----- ----- ----- ----- <S> <C> <C> <C> <C> <C> [***] and above [***] [***] [***] [***] [***] </TABLE> <TABLE> <CAPTION> PC CARD (WIMAX LAPTOP CAMPUTER CARD) AVAILABLE [***] TIERS MEASURED ON ANNUAL PURCHASES OF THIS MODEL ONLY.TABLE IS ------------------------------------- STAIRSTEP WITH INITIAL UNITS AT HIGHER PRICE. 2007 2008 2009 2010 2011 ----- ----- ----- ----- ----- <S> <C> <C> <C> <C> <C> [***] and above [***] [***] [***] [***] [***] </TABLE> NOTES- ALL PRICING QUOTED IS FOR THE 25 GHZ PRODUCTS IN US DOLLARS - TAXES INSURANCE, & FRIEGHT WILL BE ADDED AS APPLICABLE 3.5GHZ DAP PRODUCTS (5 AND 7 MHZ CHNL ONLY) ARE OFFERED [***] PRICE AS ABOVE 3.5GHZ CPE/PC CARDS (5 AND 7 MHZ CHNL ONLY) ARE OFFERED [***] TO PRICES SHOWN ABOVE [*** Confidential Treatment Requested] A-6

EXHIBIT A SCHEDULE 2 SUBSCRIBER PRODUCTS SPECIFICATIONS AND FEATURES SEE ATTACHED A-7

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EXHIBIT A SCHEDULE 3 SUBSCRIBER PRODUCTS TARGET AVAILABILITY DATES <TABLE> <CAPTION> MILESTONE # DATE 2.5 GHZ NETWORK MILESTONES ----------- ----- -------------------------- <S> <C> <C> D1 [***] [***] D2 [***] [***] D3 [***] [***] D4 [***] [***] D5 [***] [***] D6 [***] [***] </TABLE> This Schedule sets forth Subscriber Products and target availability dates therefor which Clearwire desires to purchase. Once mutually agreed upon by the Parties, this Schedule will be amended accordingly and Motorola will agree to deliver Subscriber Products in accordance with the target availability dates described in such amended schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified above or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 4.a.(iv) of this Agreement. [*** Confidential Treatment Requested] A-8

EXHIBIT A SCHEDULE 4 EXPEDIENCE CPE FEATURE ROADMAP SEE ATTACHED A-9

EXHIBIT A SCHEDULE 4 EXPEDIENCE CPE FEATURE ROADMAP revision 0.04 <TABLE> <S> <C> RSU [***] WiMax/Expedience Dual Operation [***] Improved CHNL Estimation [***] Enhanced Pwr Control [***] Paging/Sleep Mode [***] Stearable Antenna [***] Diversity [***] Enhanced MAC Efficient [***] Spatial Processing (e.g. Mode) [***] OSU [***] WiMax/Expedience Dual Operation [***] Improved CHNL Estimation [***] Enhanced Pwr Control [***] Paging/Sleep Mode [***] Stearable Antenna [***] Diversity [***] Enhanced MAC Efficient [***] Spatial Processing (e.g. Mode) [***] MSU [***] WiMax/Expedience Dual Operation [***] Improved CHNL Estimation [***] Enhanced Pwr Control [***] Paging/Sleep Mode [***] Stearable Antenna [***] Diversity [***] Enhanced MAC Efficient [***] Spatial Processing (e.g. Mode) [***] PC CARD [***] WiMax/Expedience Dual Operation [***] Improved CHNL Estimation [***] Enhanced Pwr Control [***] Paging/Sleep Mode [***] Stearable Antenna [***] Diversity [***] Enhanced MAC Efficient [***] Spatial Processing (e.g. Mode) [***] </TABLE> <TABLE> <CAPTION> Key --- <S> <C> Not Applicable [***] General Availability [***] </TABLE> This Schedule sets forth Subscriber Products and target availability dates therefor which Clearwire desires to purchase. Once mutually agreed upon by the parties, this Schedule will be amended accordingly and Motorola will agree to deliver Subscriber Products in accordance with the target availability dates described in such amended Schedule. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in this Schedule by the dates specified above or elsewhere in this Agreement, including identifying those provisions of this Schedule the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 4.a.(iv) of this Agreement [*** Confidential Treatment Requested] A-10

EXHIBIT B TERMS AND CONDITIONS 1. Subscriber Products Lead-Time. and Prices, For purposes of this Agreement, "Wireless Broadband Subscriber Products" means Expedience Subscriber Products, Dual Mode Subscriber Products, Wi-Max Subscriber Products and Other Technology subscriber product, all as defined in Section 4b, below, but excluding wireless broadband handsets. The Subscriber Products, lead-time, and prices for the Subscriber Products, as of the date of this Agreement, are listed in Exhibit A. Motorola may add Subscriber Products to, and revise price levels in, Exhibit A, Schedule 1, from time to time with the prior written consent of Clearwire. This Agreement is for sales of Subscriber Products only and, other than for warranty claims, does not create any obligation on Motorola with respect to any other products or services of Motorola, Inc. Clearwire will also have the right to purchase, and the definition of "Subscriber Products" will be deemed to include any other products that are listed on Exhibit A, and any Wireless Broadband Subscriber Products that Motorola makes available to another wireless broadband service provider customer operating on licensed spectrum with channel widths of not less than 5 MHz, on terms and conditions, (including, but not limited to, financial terms and terms regarding the availability of such products) that are no less favorable to Clearwire than those agreed by another customer of Motorola, for similar purchase commitments. Exhibit "A", Schedule 2 sets forth certain technical specifications and features for Subscriber Products which Clearwire desires to purchase. Once mutually agreed upon by the parties, Exhibit "A", Schedule 2 will be amended accordingly and Motorola will agree to deliver Subscriber Products in accordance with the specifications and features described in such amended Exhibit "A", Schedule 2. Motorola and Clearwire will use commercially reasonable efforts to achieve the objectives stated in Exhibit "A", Schedule 2 by the dates specified in Exhibit "A", Schedule 3 or elsewhere in this Agreement, including identifying those provisions of Exhibit "A", Schedule 2 the breach of which will be mutually agreed upon to constitute a material breach for purposes of Section 4.a.(iv). Motorola will make each Subscriber Product available to Clearwire on the earlier of (a) the date specified in Exhibit A, Schedule 3, or (b) the date on which Motorola makes that Subscriber Product available to any third party, provided that in the case where Wireless Broadband Subscriber Products are uniquely developed for and funded by another customer, such Wireless Broadband Subscriber Products will not be made available to Clearwire until such time as they are made commercially available to third parties other than the entity paying for development. If there is an insufficient supply of Subscriber Product to satisfy unfulfilled purchase orders of Clearwire and other purchasers of the same Subscriber Product, Motorola agrees not to disadvantage Clearwire compared to the other purchasers. 2. Forecasts. Clearwire will provide to Motorola on a monthly basis a rolling [***] forecast of Clearwire's estimated Subscriber Product purchases (the "Forecasts"). Each such Forecast will be delivered to Motorola not less than [***] prior to the start of [***] All Forecasts are non-binding. [*** Confidential Treatment Requested] B-1

3. Purchase Order and Payment Terms. a. All orders for Subscriber Products by Clearwire will be submitted to Motorola in the form of electronic data interchange ("EDI") or other method as mutually agreed. Clearwire must provide firm, non-cancellable, purchase orders [***] prior to requested ship date. The only effect of any terms and conditions in Clearwire's purchase orders or any other documentation not signed by the patties shall be to request the time and place of delivery, and the number and models of Subscriber Products to be delivered (provided that the time requested is not binding on Motorola unless the requested ship date is in accordance with this Section). Motorola's invoice also will not change the terms and conditions of this Agreement. Clearwire's payment in US Dollars is due [***] after shipment. b. Clearwire will use commercially reasonable efforts to notify Motorola of any disputed amounts under any invoice in writing prior to the invoice due date; but provided that Clearwire shall pay to Motorola the undisputed portion of any invoice within the time frame set forth in Section 3a. Clearwire's failure to notify Motorola of any disputed amount prior to the invoice due date will not constitute a waiver by Clearwire of any dispute regarding any previously paid invoice; provided that, in no event shall Clearwire dispute any invoice submitted by Motorola hereunder more than [***] after the date of such invoice. For any undisputed amount due hereunder which remains unpaid, Clearwire will pay Motorola a service fee at the rate of [***] of the amount due for each month or portion thereof that the amount remains unpaid. 4. Exclusive Purchase Commitment and Other Matters. a. Except as provided elsewhere in this Section 4, Clearwire (and Clearwire Affiliates) agree to purchase 100% of their Wireless Broadband Subscriber Products (excluding products purchased for non-commercial use, such as for purposes of internal testing) requirements from Motorola during the term of this Agreement. Exceptions to the foregoing purchase commitment: (i) Starting on the 5th anniversary of the Effective Date, the Section 4a purchase commitment percentage drops from 100% to 51% of the Wireless Broadband Subscriber Products. (ii) If any Subscriber Product supplied by Motorola materially fails to meet the performance specifications and such material deficiencies are not remedied by Motorola within [***] of written notice to Motorola, or if Motorola's production and delivery of any Subscriber Product fails in any material respects to meet the requirements of this Agreement, which failures have not been cured in the [***] after written notice to Motorola, then Clearwire will be released from its exclusive purchase commitment only for that specific Subscriber Product. Once Motorola cures the breach, the exclusive purchase requirement again covers that Subscriber Product. For purposes of this Agreement, a material breach does not include the situation where Motorola, with Clearwire's consent, substitutes a substantially similar or comparable product at a similar price. (iii) If Clearwire identifies a Wireless Broadband Subscriber Product need, and Motorola decides not to supply that product, Motorola will allow Clearwire to [*** Confidential Treatment Requested] B-2

purchase that specific product from an agreed to ODM supplier (approval will not be unreasonably withheld), subject to a licensing agreement from Motorola to that ODM supplier on commercially reasonable terms. However, if such Wireless Broadband Subscriber Product need is based on an industry-recognized public standard, and if Motorola decides not to supply that product, Motorola will have the right to OEM such product itself and sell it to Clearwire under the terms of this Agreement. If Motorola decides not to do so, Clearwire will be relieved of its exclusive purchase obligations under this Section 4.a with respect to such product only. (iv) Clearwire may terminate the exclusivity requirements under this Agreement if there are [***] uncured Subscriber Product material breaches in any [***] period. b. For purposes of this Agreement, the following terms shall have the following meanings: "Clearwire Affiliates" means entities which are controlled with greater than 50% ownership by Clearwire Corporation. "Expedience Subscriber Products" means the RSU, OSU, MSU and PC cards using Expedience technology, plus any accessories and related equipment "Wi-Max Subscriber Products" means the RSU, OSU, MSU and PC cards or equivalent using 802.16e technology, plus any accessories and related equipment. "Dual Mode Subscriber Products" means a device, plus any accessories and related equipment, with the capability to operate (but not seamlessly between) the Expedience and 802.16e technologies. "Other Technology" means any other standards-based, alternative wireless broadband technology deployed by Clearwire. c. Except as contained in this Section 4c, the unit price to Clearwire for individual Subscriber Products purchased in any calendar year will be no less favorable than the unit price paid by other customers contemporaneously buying similar or lesser quantities of the same individual Subscriber Products within the same country during such calendar year. The foregoing price level commitment 1) excludes unique Subscriber Product sales that are directly related to funded development programs, one time per customer initial promotional offer (not to exceed [***] of Subscriber Product), and 2) is given in consideration of the minimum purchase commitments by Clearwire (and Clearwire's Affiliates) in this Agreement. For avoidance of doubt, purchase volumes of CDMA, GSM, UMTS and iDEN infrastructure and/or devices can not be considered for purposes of establishing MFN pricing comparisons between customers. d. Motorola will supply Residential Subscriber Units, Outdoor Subscriber Units, Mobile Subscriber Units and PC cards or equivalent in accordance with the specification and features mutually agreed between Motorola and Clearwire and attached to this Agreement as Exhibit "A", Schedule 2. e. In the 2 years after the Effective Date, and in consideration of Motorola's obligations under this Agreement, Clearwire and its Affiliates will purchase from Motorola no less than $150,000,000 in Subscriber Products under this Agreement and Infrastructure Products under and as defined in the Wireless Broadband System Infrastructure Agreement of even date herewith between Motorola and Clearwire. f. Motorola will provide ISPID administration. [*** Confidential Treatment Requested] B-3

g. Motorola will support efforts to produce Dual Mode Subscriber Products either internally or in conjunction with a third party providing discrete, NextNet approved, mobile Wi-Max silicon. h. Motorola may from time to time cease the supply of then existing versions of Subscriber Product (the "Discontinued Product"), provided that a suitable replacement product is available. If Motorola does discontinue Product, it will notify Clearwire promptly in writing at least [***] before discontinuance ("Discontinuance Notice") and Clearwire, up to the date provided on the Discontinuance Notice, may place a final lifetime order for Discontinued Product. A shipping schedule for quantities ordered in any final lifetime order will be mutually agreed to between Clearwire and Motorola, but in any event will not exceed [***] from the date of the Discontinuance Notice. All final lifetime orders for Discontinued Product are non-cancelable. i. NextNet Wireless, Inc., a subsidiary of Clearwire being acquired by Motorola on the date hereof ("NextNet"), may be a party to one or more take or pay contracts (including with Mitsubishi, and Maxim) for the purchase of parts required in the operation of NextNet's business. The parties acknowledge that any such take or pay contracts may continue in effect following the Effective Date. As a result, the parties agree that Motorola will (i) act in good faith to consume as many of such parts subject to the take or pay as is reasonably possible in the operation of its business in the normal course, and (ii) use commercially reasonable efforts to renegotiate such take or pay contracts to eliminate or reduce the take or pay obligations. If despite such actions by Motorola, there are parts remaining in Motorola's inventory that were purchased as a result of any such NextNet take or pay contract, or Motorola is obligated to make penalty payments to make the vendor whole, and that are not usable by Motorola in the operation of its business in the normal course, Clearwire shall purchase such parts from Motorola at Motorola's cost, or Clearwire shall pay or reimburse Motorola for such penalty payments. j. If Clearwire informs Motorola that Clearwire desires to pursue Other Technology for Subscriber Products, Motorola will use commercially reasonable efforts to supply Clearwire with an Other Technology solution under the terms of this Agreement. 5. Deliveries. The delivery terms for all sales of Subscriber Products are [***]. Clearwire will pay [***] costs from [***] basis and all applicable [***] and similar charges. Title to the Subscriber Products and risk of loss will pass to Clearwire [***]. Title to Software on Subscriber Products remains with Motorola at all times. Motorola will deliver the Subscriber Products to Clearwire free and clear of all liens, security interests or encumbrances of any type. Clearwire hereby grants to Motorola a purchase money security interest on all of the Subscriber Products that have not resold by Clearwire and that have not been paid for by Clearwire. Clearwire agrees to cooperate in whatever manner requested by Motorola that is reasonably necessary to assist in perfecting and recording the security interest. 6. Distribution. Except as provided elsewhere in this Agreement, Clearwire will not transship, sell, or otherwise transfer Subscriber Products outside of its wireless broadband systems ("Territory"), other than for inventory balancing purposes with its Affiliates. Clearwire will incorporate this limitation into all of Clearwire's agent and distributor agreements as a condition of resale of the Subscriber Products, and Clearwire will enforce this limitation. Sale within the Territory without transshipment is a material condition to Clearwire's rights under this Agreement. Clearwire agrees that it will not misrepresent any of the Subscriber Products or any of the capabilities of the B-4

Subscriber Products. Specifically, Clearwire agrees that it will correctly explain to end user customers the capabilities of the Subscriber Products with respect to the Subscriber Products range, radio frequency and battery life as detailed in the relevant Motorola Subscriber Product literature. Motorola is responsible for complying with legal requirements regarding the export or import of any Subscriber Product. 7. Force Majeure. Except for payment due, neither party will be liable for any delay or failure to perform due to any cause beyond its reasonable control. Causes include strikes, acts of God, interruptions of transportation. The delivery schedule will be considered extended by a period of time equal to the time lost because of any excusable delay. 8. Warranty. For Subscriber Products sold under this Agreement, Motorola warrants its Subscriber Products to Clearwire (or Clearwire Affiliates), except that if the Subscriber Products are resold, Motorola warrants to end-users, and only in accordance with the Limited Warranty that Motorola ships with its Subscriber Products [***] Limited Warranty). Motorola makes no other representation or warranty of any other kind, express or implied. MOTOROLA SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. If any Subscriber Product is defective at time of delivery to Clearwire, Clearwire's sole remedy will be to return the Subscriber Product to Motorola for repair, replacement or refund, as determined solely by Motorola. Clearwire will process all customer warranty returns in accordance with Motorola's then current service and return center procedures. All warranty returns require a return authorization issued by Motorola with specific model, quantity and price information for the Subscriber Product prior to acceptance at Motorola's service center or return center. Prior to returning any Subscriber Product to Motorola, Clearwire is responsible for prescreening the Subscriber Products for defects or damage to ensure that only Subscriber Products that are actually defective under the terms of Motorola's Limited Warranty, or Subscriber Products that have been damaged in transit prior to receipt by Clearwire, are returned to Motorola. Subscriber Products returned to Motorola that are not defective or that have not been damaged in transit prior to Clearwire's receipt may, at Motorola's sole option, be returned to Clearwire at Clearwire's expense. All returns are freight prepaid at Clearwire's expense. For resold Subscriber Products that are subject to warranty claims, Motorola will hold Clearwire or Clearwire's Affiliate harmless from third party warranty claims. 9. Intellectual Property Indemnification. Excluding any intellectual property rights obtained through acquisition of NextNet, Motorola agrees to indemnify Clearwire against and to defend Clearwire, at Motorola's expense, for any claims, suits, arbitration or other disputes brought against Clearwire based upon a claim that any Subscriber Product furnished hereunder by Motorola infringes any patent or copyright or misappropriates a trade secret in any country worldwide where Motorola sells such Subscriber Product and to pay costs and damages awarded based upon such claim in any such suit, provided that Motorola is: (1) promptly notified by Clearwire in writing within [***] of the date on which Clearwire first received written notice of such claim; and (2) at Motorola's request and expense is given sole control of the suit and all reasonably requested assistance for defense of the claim. Motorola shall not be relieved of its indemnification obligation as a result of delays in notifying Motorola of the claim except to the extent the amount of the claim is increased as a result of such delay. Motorola will not be liable for any settlement made without its written consent. If the use or sale of any Subscriber Product furnished under this Agreement is enjoined as a result of such suit, Motorola at its option and at no expense to Clearwire, will: (1) obtain for Clearwire the right to use or sell such Subscriber Products; (2) substitute a functionally equivalent product with the same or similar features reasonably acceptable to Clearwire and extend this indemnity to the substitute products, or; (3) accept the return of the Subscriber Products and reimburse Clearwire the purchase price therefore, B-5

less a reasonable charge for prior use, if any, of the Subscriber Products. If the claim is alleged prior to completion of delivery of the Subscriber Products, Motorola has the right to decline to make further shipments without being in breach of contract. This indemnity does not extend to any suit based upon any infringement or alleged infringement arising from Subscriber Products furnished by Motorola that are: (1) altered in any way by Clearwire or any third party if the alleged infringement would not have occurred but for such alteration; (2) combined with any other products or elements not furnished or approved in writing by Motorola if the alleged infringement would not have occurred but for such combination; or (3) claims arising out of Clearwire's unique specifications or instructions, if the alleged infringement would not have occurred but for such unique specifications or instructions. The indemnity provided in this section is the sole, exclusive, and entire liability of Motorola and the remedies provided in this section are Clearwire's exclusive remedies against Motorola for patent, copyright infringement or trade secret misappropriation, whether direct or contributory and is provided in lieu of all warranties, express, implied or statutory in regard to these potential liabilities, including the warranty against infringement specified in the Uniform Commercial Code. Should any intellectual property right obtained through the acquisition of NextNet be subject to an infringement or other claim and, in order to continue to supply Subscriber Products which contain those intellectual property rights, Motorola settles the claim, or is subject to a judgment, requiring the payment of any royalty, then Clearwire agrees Motorola may add that royalty fee, on a pass-through basis, to the Exhibit A price of the affected Subscriber Products. 10. Product Liability Indemnity. Excluding Expedience Subscriber Products that have not been modified or enhanced by Motorola where the modification or enhancement is the claimed material defect, Motorola agrees to indemnity Clearwire against and to defend, at its expense, any suits against Clearwire based upon a claim by a third party that a material defect in any Subscriber Products furnished under this Agreement by Motorola caused death or bodily injury to any person and to pay costs and damages finally awarded based upon such claim in any such suit; provided that Motorola is: (1) promptly notified by Clearwire in writing within [***] of the date on which Clearwire first received notice of the claim; and (2) at Motorola's request and expense is given sole control of the suit and all requested assistance for defense of the claim. Motorola shall not be relieved of its indemnification obligation as a result of delays in notifying Motorola of the claim except to the extent the amount of the claim is increased as a result of such delay. Motorola shall not be liable for any settlement made without its written consent. This indemnity does not extend to any suit based upon death or bodily injury arising from Subscriber Products furnished by Motorola that are: (1) altered by Clearwire or any third party without the permission of Motorola if the alleged death or bodily injury would not have occurred but for such alteration; (2) combined with any other products or elements not furnished or approved in writing by Motorola if the alleged death or bodily injury would not have occurred but for such combination; or (3) designed and/or manufactured in accordance with Clearwire's unique specifications or instructions if the alleged death or bodily injury would not have occurred but for such unique specifications or instructions. The indemnity provided in this section is the sole, exclusive, and entire liability of Motorola and the remedies provided in this section are Clearwire's exclusive remedies against Motorola for claims based on a material defect in the Subscriber Product. 11. Limitation of Liability. Motorola's total liability for any and all costs, damages, claims (but excluding indemnifiable claims set forth in Sections 9 and 10, and breaches of confidentiality B-6

obligations) arising out of or in connection with this Agreement or Subscriber Products supplied under this Agreement is limited to the aggregate amount paid by Clearwire to Motorola hereunder in the prior [***] provided, however, that during the first [***] of the term of this Agreement, the cap on liability will be the greater of [***] or the aggregate amount paid by Clearwire to Motorola hereunder in the prior [***] Except for claims indemnified under Sections 9 and 10 and breaches of confidentiality obligation; either party in no event will be liable, whether in contract, tort, or otherwise, to the other for any incidental, special, indirect, consequential or punitive damages, including loss of use, loss of time, inconvenience, commercial loss, or lost profits, savings, or revenues to the full extent such may be disclaimed by law. 12. Taxes. The prices listed in Exhibit A do not include any amount for Federal, State and/or Local excise, sales, use, property, retailer's, occupation or any other assessment in the nature of taxes however designated, on the Subscriber Products or services provided under this Agreement. If any such taxes (other than taxes measured by Motorola's net income, or based on Motorola's gross receipts, or based on Motorola's franchise) are determined to be applicable to this transaction, or to the extent Motorola is required to pay or bear the burden of a tax, the tax will be added to the prices set forth in Exhibit A and paid by Clearwire. Personal property taxes assessable on the Subscriber Products will be the responsibility of Clearwire. In the event Clearwire claims exemption from sales, use or other such taxes under this Agreement, Clearwire will provide Motorola with an exemption certificate or other evidence to establish Clearwire's exempt status, and will hold Motorola harmless of any subsequent assessments levied by a proper taxing authority for such taxes, including interest, penalties, and late charges. 13. Technical Assistance. Motorola's warranty will not be enlarged, and no obligation or liability will arise out of Motorola's rendering of technical advice, facilities or service in connection with Clearwire's purchase of the Subscriber Products. 14. Logos And Trademarks. In order that each party may protect its trademarks, trade names, corporate slogans, corporate logo, product designations, and the goodwill associated with the foregoing, neither party will have any right to use the trademarks, trade names, corporate slogans, corporate logo or product designations of the other party in the sale, lease, distribution or advertising of any products of the other party or on any product container, component part, business forms, sales, advertising and promotional materials, as a part of an Internet domain name or on or in connection with other business supplies or materials, whether in writing, orally or otherwise, except with the express prior written consent of the other party documented in a separate agreement. 15. Party Relationship. Each party is an independent contractor and not an agent, joint venturer, or representative of the other, and neither party may create any obligations or responsibilities on behalf of or in the name of the other. Under no circumstances may either party hold itself out to be a partner, employee, franchisee, representative, servant or agent of the other party. Neither party will impose or create any obligation or responsibility, express or implied, or make any promises, representations or warranties on behalf of the other party, other than as expressly provided herein. 16. Waiver. The failure of either party to insist in any one or more instances, upon the performance of any of the terms or conditions or to exercise any right contained in this Agreement will not be construed as a waiver or relinquishment of the future performance of any terms or conditions or the future exercise of such right, but the obligation of the other party with respect to such future performance will continue in full force and effect. [*** Confidential Treatment Requested] B-7

17. Term and Termination. a. The initial term of this Agreement will be for a period of eight (8) years following the Effective Date. Unless notice of termination is given by either party at least 120 days prior to the scheduled termination date, this Agreement will continue in effect beyond the initial term, in successive one-year terms. Notwithstanding any number of renewals, this Agreement is a fixed term agreement and not an agreement of indefinite term. Nothing contained in this Agreement creates any express or implied obligation on either party to renew or extend this Agreement or to create any right to continue this Agreement on the same terms and conditions. b. Either party may terminate this Agreement without liability by written notice to the other if the other makes a general assignment for the benefit of creditors, or if a petition in bankruptcy or under any insolvency law is filed by or against the other and such petition is not dismissed within sixty (60) days after it has been filed or the other commits a material breach of its obligations hereunder. However, in the case of any such breach which is capable of being cured, neither party will terminate this Agreement unless and until the other will have failed to make good such default within ninety (90) days after it will have been served with a written notice requiring that such default be made good and stating its intention to terminate the Agreement if compliance with the notice is not met; provided, however, that Subscriber Product deficiencies described in Section 4.a.2 will not give rise to the termination remedy in this Section 17b. The termination of this Agreement will not affect or prejudice any provisions of this Agreement, which are expressly or by implication provided to continue in effect after such termination. c. Upon termination of this Agreement as a result of a material, uncured breach by Clearwire: (i) Motorola is relieved of any obligations to make any additional shipments and may cancel all of Clearwire's unshipped orders for Subscriber Products, regardless of previous acceptance by Motorola of those orders, and Motorola has no obligation or liability to Clearwire or any other parry in connection with such cancellations; (ii) all outstanding invoices to Clearwire and other amounts due to Motorola from Clearwire become immediately due and payable, and each invoice not yet submitted to Clearwire for Subscriber Products shipped prior to termination will be due and payable immediately upon submission of the invoice to Clearwire; (iii) Clearwire will immediately discontinue any use of all Motorola names and trademarks in association with the Subscriber Products, as well as any other combination of words, designs, trademarks or trade names that would indicate that Clearwire is or was an authorized distributor of the Subscriber Products; and (iv) within 30 days after termination, Clearwire will deliver to a location Motorola will specify all Motorola property, including all equipment, customer data, software items, catalogs, drawings, designs, engineering photographs, samples, literature, sales aids and any confidential business information and trade secrets of Motorola in Clearwire's possession, along with all copies of these items. Motorola's acceptance of any order by Clearwire for Subscriber Products after the termination of this Agreement will not be construed as a renewal or extension of this Agreement, nor as a waiver of termination of this Agreement. d. The terms, provisions, representations and warranties contained in this Agreement that by their sense and context are intended to survive the performance by either or both parties will so survive the completion of performances and termination of this Agreement, including the making of any and all payments due under this Agreement. B-8

e. On or after January 1, 2009, Motorola may terminate this Agreement upon one year's prior written notice to Clearwire with continued supply of Subscriber Products to Clearwire for a two year period commencing on the termination notice date under the terms of this Agreement. f. Motorola will place the source code for current versions of the Expedience Subscriber Product software owned by Motorola, as well as a copy of the software itself, in escrow, at Clearwire's cost, under terms and conditions that are mutually agreeable to the Parties. The parties agree to promptly enter into good faith, commercially reasonable negotiations in an effort to conclude a software escrow agreement within forty-five (45) days after the Effective Date. 18. U.S. Government Sales. In the event that Clearwire elects to sell Subscriber Products to a governmental entity, Clearwire does so solely at its own option and risk, because, except as Motorola expressly accepts specific terms in writing, Motorola makes no representations with respect to the ability of its goods, services or prices to satisfy any statutes, regulations, or provisions relating to such governmental sales. 19. Confidentiality. During the entire term of this Agreement, Section I of the Side Agreement between Clearwire and Motorola, dated June 28, 2006, applies to define Confidential Information, each party's use of the other's Confidential Information, and dissemination of information about this Agreement to third parties in any form. 20. Compliance with Laws. Clearwire and Motorola will comply with all laws and regulations in connection with their performance of their obligations under this Agreement, including those dealing with the sale and distribution of the Subscriber Products purchased under this Agreement Clearwire and Motorola will comply with all United States laws and regulations regarding export licenses, or the control or regulation of export or re-export of Subscriber Products or technical data sold or supplied to Clearwire. Without limiting the generality of this provision, Clearwire will not sell any Subscriber Products covered by this Agreement to any party if the sale would constitute a violation of any law or regulation of the United States. 21. Dispute Resolution: Injunctive Relief. Any claims or disputes between the parties will be submitted to non-binding mediation prior to initiation of any formal legal process provided, however, that this provision does not preclude either party from resorting to judicial proceedings if: (i) good faith efforts to resolve the dispute under mediation are unsuccessful; or (ii) the claim or dispute relates to intellectual property rights; or (iii) a party seeks injunctive relief, such as a temporary restraining order. Each party agrees that the other party shall be entitled to seek injunctive relief to prevent breaches of the provisions of Section 19 hereof and to specifically enforce the provisions of Section 19 hereof in addition to any other remedy to which such party may be entitled at law or in equity. 22. Notices. All notices required under this Agreement (other than purchase orders, invoices and notices under Paragraphs 2 or 3) will be sent by overnight courier or registered or certified mail to the appropriate party at its address stated on the first page of this Agreement (or to a new address if the other has been properly notified of the change). If to Motorola, the notice must be addressed to General Manager, WLBB Products Group. A notice will not be effective until the party to which it is sent actually receives it. 23. General. Except as otherwise expressly permitted, no alterations or modifications of this Agreement will be binding upon either Clearwire or Motorola unless made in writing and signed B-9

by an authorized representative of each party. If any term or condition of this Agreement is to any extent be held by a court or other tribunal to be invalid, void or unenforceable, then that term or condition will be inoperative and void, but the remaining rights and obligations of the parties will be construed and enforced as if this Agreement did not contain the particular term or condition held to be invalid, void or unenforceable. This Agreement will accrue to the benefit of and be binding upon the parties hereto and any successor entity into which either party will have been merged or consolidated or to which either party will have sold or transferred all or substantially all its assets, but it will not be otherwise assigned by either party without the prior written consent of the other party. It is the intention of the parties that the exclusive and preferred supplier commitments survive any change of control of Clearwire. The parties agree that any consent to a requested assignment will not be unreasonably withheld or delayed. This Agreement will be governed by the laws of the State of New York, without regard to conflict of law rules of New York. B-10

EXHIBIT C AFTER MARKET PRODUCT SUPPORT EXAMPLE OF RMA PROCESS PRODUCTS WARRANTY REPAIR/RETURN PROCEDURE CANOPY RETURN MATERIAL AUTHORIZATION REQUEST (TO BE COMPLETED BY CANOPY WARRANTY ADMINISTRATOR) RMA NUMBER: ___________________________ DATE OF APPROVAL: _____________________ DISTRIBUTOR: __________________________ CONTACT NAME: _________________________ ADDRESS: ______________________________ CITY, STATE, ZIP: _____________________ PHONE: ________________________________ EMAIL ADDRESS: ________________________ SHIP TO: Motorola Canopy 1299 E. Algonquin Road Schaumburg, IL 60196 ATTN: CANOPY WARRANTY RESELLER: _____________________________ CONTACT NAME: _________________________ ADDRESS: ______________________________ CITY, STATE, ZIP: _____________________ PHONE: ________________________________ EMAIL ADDRESS: ________________________ NOTE: ALL FIELDS OF THIS FORM ARE MANDATORY UNLESS OTHERWISE NOTED. MISSING INFORMATION COULD RESULT IN DELAYED PROCESSING OR DENIAL OF CLAIM. END OPERATOR: _________________________ CONTACT NAME: _________________________ ADDRESS: ______________________________ CITY, STATE, ZIP: _____________________ PHONE: ________________________________ EMAIL ADDRESS: ________________________ <TABLE> <CAPTION> ISSUE 1NSR ESN MSN REPLACEMENT MSN ITEM NO. CODE V/OOB ISSUE DESCRIPTION MODEL 0A-00-3E-XX-XX-XX 606XXXYYYY 606XXXYYYY -------- ----- ----- ------------------- -------- ----------------- ---------- --------------- <S> <C> <C> <C> <C> <C> <C> <C> 1 F1 OOB THIS IS THE PROBLEM 5700BH20 OA-00-3E-00-45-84 606CDF4562 606CDR2589 DESCRIPTION BOX. 2 3 4 5 6 7 </TABLE> C-1

<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 </TABLE> THE FOLLOWING IS AN EXPLANATION OF THE FIELDS ON THE CANOPY RETURN MATERIAL AUTHORIZATION (RMA ) REQUEST FORM. IF REQUESTING AN RMA FOR MORE THAN 30 UNITS, REPLICATE THE ARMA REQUEST FORM SHEET <TABLE> <S> <C> SHIP MOTOROLA CANOPY AUTHORIZED 1299 E. ALGONQUIN ROAD RMA SCHAUMBURG, IL 60196 EQUIPMENT TO: ATTN: CANOPY WARRANTY DEPARTMENT WHEN COMPLETE WARRANTY@CANOPYWIRELESS.COM FORWARD TO: DEFINITIONS: DISTRIBUTOR THESE FIELDS ARE FOR THE MOTOROLA CANOPY DISTRIBUTOR'S CONTACT INFORMATION INCLUDING, CONTACT PERSON, EMAIL ADDRESS, SHIPPING ADDRESS, AND PHONE NUMBER. RESELLER THESE FIELDS ARE FOR THE RESELLER'S CONTACT INFORMATION INCLUDING, CONTACT PERSON, EMAIL ADDRESS, SHIPPING ADDRESS, AND PHONE NUMBER. NORMALLY THIS WOULD BE THE ACS OR ACR THOUGH IN SOME CASE IT MAY BE THE DISTRIBUTOR. IF THE DISTRIBUTOR IS ALSO THE RESELLER, THEN THE NAME SHOULD BE FILLED IN BUT OTHER INFORMATION MAY BE LEFT BLANK. END OPERATOR THESE FIELDS ARE FOR THE END OPERATOR'S CONTACT INFORMATION INCLUDING, CONTACT PERSON, EMAIL ADDRESS, SHIPPING ADDRESS, AND PHONE NUMBER. THE END OPERATOR IS THE ENTITY THAT BOUGHT THE EQUIPMENT AND ON WHOSE BEHALF THIS RMA IS BEING PROCESSED. CANOPY USES THIS INFORMATION FOR TRACKING AND MAY CONTACT THE OPERATOR TO GAIN ADDITIONAL INFORMATION ON THE ISSUE SEEN. CANOPY WILL NOT CONTACT THE OPERATOR TO DISPUTE OR REVOKE AN AUTHORIZED RMA. IN THE EVENT THAT THIS FIELD IS LEFT BLANK AND CANOPY NEEDS TO CONTACT THE OPERATOR WHO OBSERVED THE ISSUE, CANOPY WILL CONTACT THE DISTRIBUTOR TO REQUEST THE CONTACT INFORMATION DIRECTLY FOR THE PARTICULAR DEVICE. RMA NUMBER ASSIGNED BY THE CANOPY WARRANTY ADMINISTRATOR. UNIQUE ID NUMBER FOR THE RMA REQUEST. DATE OF THIS IS THE DATE THE RMA REQUEST WAS APPROVED. APPROVAL ITEM NUMBER A UNIQUE DESIGNATOR FOR EACH UNIT INCLUDED IN THIS RMA REQUEST IF MORE THAN 30 UNITS ARE INCLUDED IN THIS RMA REQUEST THEN THE ARMA REQUEST FORM @ SHEET SHOULD BE REPLICATED. ISSUE CODE IDENTIFIER FOR THE TYPE OF ISSUE THAT THE END OPERATOR IS CLAIMING FOR THE UNIT POSSIBLE CHOICES FOR </TABLE> C-2

<TABLE> <S> <C> ISSUE CODE: F1 MODULE DOES NOT POWER ON F2 MODULE DOES NOT ESTABLISH INTERNET CONNECTION F3 MODULE DOES NOT ESTABLISH AN RF LINK F4 MODULE CANNOT BE UPGRADED F5 CLUSTER MANAGEMENT MODULE IS MALFUNCTIONING F6 SURGE SUPPRESSOR IS MALFUNCTIONING F7 REFLECTOR KIT IS MALFUNCTIONING F8 110V POWER SUPPLY IS MALFUNCTIONING F9 110V/220V SWITCHING POWER SUPPLY IS MALFUNCTIONING F10 CAT 5 CABLE TESTER IS MALFUNCTIONING F11 OTHER INSRV/OOB THIS INDICATES WHETHER THE ISSUE THAT WAS SEEN WAS ON A NEW UNIT STRAIGHT OUT-OF-BOX (OOB) OR AFTER THE UNIT WAS IN-SERVICE (INSR) FOR SOME TIME. TO CLASSIFY A UNIT AS OUT-OF BOX THE ISSUE MUST BE SEEN WITHIN TWO WEEKS OF THE OPERATOR=S ORIGINAL PURCHASE DATE. OUT-OF-BOX RMAS WILL BE REPLACED WITH NEW EQUIPMENT. IN-SERVICE RMAS WILL BE REPLACED WITH REFURBISHED EQUIPMENT. FOR THIS REASON, OUT-OF-BOX CLAIMS REQUIRE A COPY OF THE OPERATORS PURCHASE ORDER, PURCHASE RECEIPT, OR A REFERENCE TO AN ALREADY FILED CANOPY POS REPORT POSSIBLE CHOICES FOR INSRV/OOB: INSRV IN-SERVICE OOB OUT-OF-BOX ISSUE DESCRIBE THE ISSUE AS SEEN WITH THIS UNIT AND ANY OTHER DESCRIPTION INFORMATION THAT WILL CANOPY TO UNDERSTAND WHAT IS AT FAULT WITH THE PRODUCT MODEL CANOPY MODEL NUMBER OF THE UNIT. THE MODEL NUMBER IS LOCATED ON A STICKER ON THE BACKSIDE OF THE RADIO MODULES PRECEDED WITH A APN.@ POSSIBLE CHOICES FOR MODEL: 5200SM 5.2 GHZ SUBSCRIBER MODULE 5200AP 5.2 GHZ ACCESS POINT 5200BH 5.2 GHZ BACKHAUL 5700SM 5.7 GHZ SUBSCRIBER MODULE 5700SMRF 5.7 GHZ SUBSCRIBER MODULE W/REFLECTOR 5700AP 5.7 GHZ ACCESS POINT 5700BH 5.7 GHZ 10 MBPS BACKHAUL 5700BHRF 5.7 GHZ 10 MBPS BACKHAUL KIT WITH REFLECTOR 5700BHRF20 5.7 GHZ 20 MBPS BACKHAUL KIT WITH REFLECTOR 1008CK-2 CLUSTER MANAGEMENT MODULE 300SS SURGE SUPPRESSOR 27RD REFLECTOR HARDWARE KIT SMMB1 UNIVERSAL MOUNTING BRACKET ACPS110-03 110 VAC SINGLE XCVR POWER SUPPLYBU.S. & CANADA ACPSSW-02 90-230VAC / 50-60HZ POWER SUPPLY-INCLUDES EUROPLUG (CEE 7/16) ADAPTOR CTCAT5-01 CATEGORY 5 CABLE TESTER (ONLY FOR US SHIPMENT) ESN ELECTRONIC SERIAL NUMBER. THE ESN OF THE MODULE IS THE SAME AS THE MAC ADDRESS OF THE MODULE THE ESN TAKES THE FORM 0A-00-3E~XX-XX-XX, WHERE AXX-XX-XX@ IS SOME ALPHA-NUMERIC CHARACTERS THE ESN IS LOCATED ON A STICKER ON THE PLASTIC HOUSING THAT CAN BE VIEWED WHEN THE BASE CAP IS REMOVED. NOTE: IF THE ESN IS PROVIDED BUT THE MSN IS NOT, THEN CANOPY WILL NEED TO BE CONTACTS TO VERIFY WARRANTY STATUS. MSN MECHANICAL SERIAL NUMBER. THE MSN TAKES THE FOR 606XXXYYYY, WHERE AXXX@ IS THREE ALPHA CHARACTERS AND AYYYY@ IS FOUR NUMERIC CHARACTERS. WARRANTY STATUS CAN BE DETERMINED FROM THESE ALPHA-NUMERIC CHARACTERS. REPLACEMENT THE MSN OF THE DEVICE THAT IS USED FOR THE REPLACEMENT. MSN </TABLE> C-3

EXHIBIT 10.58 EXECUTION VERSION INTEL/CLEARWIRE CONFIDENTIAL June 28, 2006 Intel Pacific, Inc. c/o Intel Corporation 2200 Mission College Blvd., RN6-46 Santa Clara, CA 95054-1549 Attn: Intel Capital Portfolio Manager Ladies and Gentlemen: In consideration for the purchase by Intel Pacific, Inc. ("INTEL") of shares of Class A Common Stock and Class B Common Stock of Clearwire Corporation, a Delaware corporation (the "COMPANY"), pursuant to that certain Common Stock Purchase Agreement dated as of June 28, 2006 (the "PURCHASE AGREEMENT"), the Company and Intel agree to the terms and obligations of this side letter agreement (this "AGREEMENT"), and Eagle River Holdings, LLC ("EAGLE RIVER") shall be a party to this Agreement solely for the purpose of Section 7 herein. The Company and Intel desire to enter into this Agreement in order to amend, restate and replace certain rights and obligations under the side letter agreement between the Company, Intel Capital Corporation ("INTEL SUB") and certain other holders of the Company's capital stock dated October 13, 2004 (the "PRIOR SIDE LETTER AGREEMENT") with the rights and obligations set forth in this Agreement. Section 5.3 of the Prior Side Letter Agreement provides that the Prior Side Letter Agreement may be amended by the written consent of written consent of Intel Sub and Company. As used herein, "INTEL" shall refer to Intel, Intel Sub, its ultimate parent company, Intel Corporation, and/or one or more of the other direct or indirect subsidiaries of Intel Corporation. Terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement, other than defined terms set forth in Section 6 hereof which shall have the meaning assigned to them in the Stockholders Agreement (as defined below). This Agreement shall amend and restate the Prior Side Letter Agreement in its entirety and the Prior Side Letter Agreement shall terminate and no longer have any force or effect. 1. Confidentiality. 1.1 Disclosure of Current Terms. The Company acknowledges that the terms and conditions (collectively, the "TRANSACTION TERMS") of this Agreement, the Purchase Agreement, the Investor Rights Agreement, the Voting Agreement, the Joinder Agreement, the Collaboration Agreement, and all exhibits, restatements and amendments thereto (collectively, the "TRANSACTION DOCUMENTS"), shall be considered confidential information and shall not be disclosed by the Company to any third party except in accordance with the provisions set forth below. 1

1.2 Continuing Obligations Regarding the Financing Agreements. The Company acknowledges that the terms and conditions (collectively, the "FINANCING TERMS") of the Prior Side Letter Agreement, the Joinder Agreement dated October 13, 2004 relating to the Stockholders Agreement, the Joinder Agreement dated October 13, 2004 relating to the Registration Rights Agreement dated March 16, 2004, and the Purchase Agreement dated October 13, 2004 and all exhibits, restatements and amendments thereto (collectively, the "FINANCING AGREEMENTS") shall be considered confidential information and shall not be disclosed by the Company to any third party except in accordance with the provisions set forth below and except as disclosed by the Company in its S-1 Registration Statement filed with the U.S. Securities and Exchange Commission (the "SEC") on May 11, 2006. 1.3 Press Releases with Regard to the Intel Agreements. The Company and Intel agree that there shall be no press release or other public statement issued by either party relating to the Transaction Documents or the transactions contemplated hereby, without the prior written consent of each party. Following an agreed upon press release or other public announcement, Intel's name and the fact that Intel is an investor in the Company may be included in a reusable press release boilerplate statement, so long as Intel has given the Company its initial approval of such boilerplate statement and the boilerplate statement is reproduced in exactly the form in which it was approved. No other public announcement regarding Intel in a press release, conference, advertisement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without Intel's prior written consent. 1.4 Permitted Disclosures. The Company may disclose (a) Financing Agreements, Financing Terms, Transaction Documents and Transaction Terms, other than the Collaboration Agreement, to its current or bona fide prospective investors, acquirors of the Company or any of its assets, recipients of the Company's securities in current or future acquisitions by the Company, strategic partners, employees, investment bankers, lenders, accountants, auditors and attorneys, in each case, only where such persons or entities to whom disclosure is proposed are under reasonable nondisclosure obligations, (b) the Company may disclose solely the fact that Intel is an investor in the Company to any third parties without the requirement for the consent of Intel or nondisclosure obligations; and (c) the Company shall have the right to disclose to third parties any information regarding the Financing Terms and/or Transaction Terms disclosed in a press release or other public announcement by Intel or by the Company, subject to compliance with Section 1.1 above. Notwithstanding anything else in this Agreement or the other Transaction Agreements, including, without limitation, the immediately preceding sentence and Section 13.11 of the Collaboration Agreement, but subject to Section 1.5 below, none of the terms and conditions of the Collaboration Agreement, the commercial relationship established thereunder or any Confidential Information relating thereto shall be disclosed by the Company or any of its affiliates without Intel's prior written consent; provided, that, a redacted version of the Collaboration Agreement, in a form prepared by Intel which shall be reasonably acceptable to the Company, may be disclosed by the Company to any of the persons or entities set forth in clause (a) of the preceding sentence, in each case, only where such persons or entities are under reasonable nondisclosure obligations; provided, further, 2

that the Company may incorporate, to the extent reasonable and necessary, the economic terms of the Collaboration Agreement into financial models prepared by the Company for such persons or entities and deliver such financial models to such persons or entities that are under reasonable nondisclosure obligations. 1.5 Legally Compelled Disclosure. In the event that the Company is requested or becomes legally compelled (including without limitation, pursuant to securities laws and regulations), in the opinion of the Company's legal counsel, to disclose the existence of any of the Financing Agreements, Financing Terms, Transaction Documents and/or Transaction Terms hereof in contravention of Section 1 of this Agreement, to the extent it is lawful to do so, the Company shall provide Intel with prompt written notice of that fact before such disclosure and, if requested in writing by Intel before such disclosure, will fully cooperate with Intel to use its commercially reasonable efforts to seek a protective order, confidential treatment, or other appropriate remedy with respect to the disclosure; provided, that, Intel agree to reimburse the Company for any reasonable costs and expenses it incurs in connection therewith not to exceed $35,000. If a protective order, confidential treatment or other remedy is not obtained, the Company shall furnish for disclosure only that portion of the information which, in the opinion of the Company's legal counsel, is legally required and the disclosure of such information shall not result in liability hereunder. The Company agrees that, to the extent it is lawful to do so, it will provide Intel with drafts of any documents, press releases or other filings in which the Company is required, in the opinion of the Company's legal counsel, to disclose any of the Financing Agreements, Financing Terms, Transaction Documents and/or Transaction Terms or any other confidential information subject to the terms of this Agreement at least five (5) business days prior to the filing or disclosure thereof (or, if the filing or disclosure thereof is subject to a deadline which is less than five business days from the date the legal requirement arises, as much time before the deadline as reasonably practicable), and that it will make any changes related to the disclosure of confidential information in such materials as reasonably requested by Intel within a reasonable period of time, and prior to any filing deadline, if applicable, to the extent permitted by law or any rules and regulations of the SEC or the FCC, as applicable. If, as permitted above, confidential treatment is requested by Intel, the Company agrees to file such a request and use commercially reasonable efforts in responding to any SEC or FCC comments to pursue assurance that confidential treatment will be granted, fully cooperating with Intel (including, without limitation, providing Intel with the opportunity to review and comment on the request and the responses to any such SEC comments). The Company will not file this Agreement or the other Financing Documents or Transaction Documents with any governmental authority or any regulatory body, or disclose the identity of Intel or any other Financing Terms or Transaction Terms in any filing except as permitted above. Notwithstanding the foregoing, to the extent required to be disclosed by the Company under 47 CFR 1.2112(a), the number of shares held by Intel and the percentage interest of Intel in the Company may be disclosed by the Company without the requirement for the consent of Intel or procedures set forth in this Section 1.4. 3

1.6 Confidential Information. The disclosure and exchange of Confidential Information (as defined in the CNDA) between the Company and Intel Corporation (including any Intel board observer) shall be governed solely by the terms of the Corporate Non-Disclosure Agreement No. 6061146 dated August 4, 2004 (the "CNDA") executed between the Company and Intel. Without limiting the foregoing, the Company agrees that neither the confidentiality terms set forth in Section 13.15 of the Stockholders Agreement nor any similar confidentiality obligation or restriction contained in any of the Financing Agreements (except for this Agreement) shall be binding upon Intel. 2. Additional Information Rights. 2.1 The Company shall include a capitalization table, certified by the Chief Financial Officer of the Company and showing the current owners of the Company's capital stock, with the quarterly financial statements delivered pursuant to Section 9.0l(b) of the Stockholders Agreement and deliver such capitalization to Intel. 2.2 The parties agree that Intel will have the right to either perform an annual audit of the Company's and any of its consolidated subsidiaries' books and records, accounting policies, internal controls processes, and other information relevant to the Company's financial statements ("FINANCIAL INFORMATION") or annual review of the Company's external auditors' workpapers, at its own expense and as reasonably requested by Intel, which audit or workpaper review shall occur during normal business hours. In addition, Intel will have the right to audit specific transactions, and to make inquiries of management, review policies and positions papers in connection with such transactions, and to review original documents supporting such transaction, such as purchase orders, invoices, signed agreements, and other evidence (the "TRANSACTION INFORMATION") as reasonably needed to ensure accuracy of financial statement data. In connection with such audit, the Company agrees that it will cooperate with Intel and Intel's representatives to provide all requested Financial Information and Transaction Information either verbally or in writing, at Intel's option, and to grant access to its employees and its external accounting firm as reasonably deemed necessary and appropriate by Intel or Intel's representatives in order to perform such review. 3. Board Observer. 3.1 Intel Representative. So long as Intel beneficially owns, either directly or indirectly, at least five percent (5%) of the issued and outstanding capital stock of the Company (or any security exercisable or exchangeable for or issued or issuable on conversion thereof) of the Company, and if Intel no longer has the right to designate and nominate a director pursuant to the Voting Agreement, the Company will permit a representative of Intel (the "OBSERVER") to attend all meetings of the Company's Board of Directors (the "BOARD") and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and shall provide to Intel, concurrently with the members of the Board, and in the same manner, notice of such meeting and a copy of all materials provided to such members. The Company may, in its sole discretion, invite one or more additional representatives of Intel to attend meetings of the Board 4

as additional Observers; provided that the terms set forth in this Agreement shall apply to the attendance of any such additional Observers. 3.2 Exclusion Rights. The Board shall have the right to exclude the Observer from portions of meetings of the Board or omit to provide the Observer with certain information if any of the Company's Chairman, Chief Executive Officer or a majority of the members of the Board believes in good faith that: (a) such exclusion or omission is necessary in order to: (i) preserve the Company's attorney-client privilege (based on the advice of Company counsel); (ii) protect the proprietary nature of such information or the Company's business objectives, opportunities and/or competitive positioning; or (iii) fulfill the Company's obligations with respect to confidential or proprietary information of third parties (provided, however, that the Observer shall not be so excluded unless all other persons whose receipt of such materials or presence at a meeting would result in a violation of such third party confidentiality obligations are also excluded); or (b) such meeting or information involves information or analysis that would pose a conflict of interest for Intel. 4. Directors and Officers Insurance Covenant. The Company will purchase and maintain directors and officers insurance in an amount equal to not less than $50 million, and the directors appointed or designated by Intel shall be named as covered insureds thereunder. In the event the Company (i) merges with another entity and the Company is not the surviving entity or (ii) transfers all or substantially all of its assets, the Company shall ensure that the successor of the Company assumes the Company's obligations, hereunder and under the Company's Certificate of Incorporation and Bylaws, with respect to indemnification of the Company's directors and the maintenance of directors and officers insurance covering the Company's directors. 5. Termination of Put Option Agreement. The Put Option Agreement, dated October 13, 2004, by and between the Company and Intel Sub shall terminate as of the Closing and shall no longer have any force or effect. 6. Additional Preemptive Rights. In addition to the preemptive rights (the "PREEMPTIVE RIGHTS") granted to the Eligible Stockholders and the Eligible NextNet Stockholders pursuant to Section 1 of the Stockholders Agreement, in connection with each issuance of New Shares and upon the expiration of the period to exercise any Preemptive Rights with respect to any issuance of New Shares, the Company shall make an offering of any New Shares not purchased by (i) the Eligible Stockholders or the Eligible NextNet Stockholders pursuant to Section 1 of the Stockholders Agreement, or (ii) Bell Canada or ERH pursuant to Section 11 of the Side Agreement dated as of March 16, 2005, among the Company, ERH, and Bell Canada (collectively, the "UNPURCHASED SHARES"), to Intel and Motorola, Inc. ("MOTOROLA") in accordance with this Section 6. 5

6.1 The Company shall deliver a notice (the "ADDITIONAL PREEMPTIVE RIGHTS NOTICE") to Intel and Motorola stating (i) the number of Unpurchased Shares, (ii) that each of Intel and Motorola is entitled to purchase up to 50% of the Unpurchased Shares, and (iii) that the Unpurchased Shares are being offered at the same price and on the same terms as previously offered to the Eligible Stockholders and the Eligible NextNet Stockholders. 6.2 By written notification received by the Company, within five (5) business days after the receipt of the Additional Preemptive Rights Notice, each of Intel and Motorola may elect to purchase, at the price and on the terms specified in the Additional Preemptive Rights Notice, up to 50% of the Unpurchased Shares. Such written notice shall be a binding, irrevocable commitment to purchase such Unpurchased Shares. 6.3 If either Intel or Motorola (as applicable, the "NON-PARTICIPATING PARTY") does not elect to purchase all of the Unpurchased Shares that such Non-Participating Party is entitled to purchase under Section 6.2 above, the Company must offer the unsubscribed portion of the Non-Participating Party's allocation of the Unpurchased Shares to the party (if any) that has elected to purchase all of its allocated portion of the Unpurchased Shares (the "PARTICIPATING PARTY") by delivering notice (the "NON- PARTICIPATION NOTICE") to the Participating Party stating the number of Unpurchased Shares that remain available for purchase (the "REMAINING UNPURCHASED SHARES"). 6.4 By written notification received by the Company, within five (5) business days after the receipt of the Non-Participation Notice, the Participating Party may elect to purchase, at the price and on the terms specified in the Additional Preemptive Rights Notice, all or any part of the Remaining Unpurchased Shares. Such written notice shall be binding, irrevocable commitment to purchase such Remaining Unpurchased Shares. 6.5 If Intel and/or Motorola do not elect to subscribe for all New Shares that they are entitled to purchase under this Section 6, the Company may offer the unsubscribed portion of such New Shares to any Persons at a price not less than, and upon terms no more favorable to the offeree, than those specified in the Additional Preemptive Rights Notice, provided that the Company completes the offer and sale of such unsubscribed portion within 120 days after the date the applicable Issue Notice is first delivered to the stockholders under the Stockholders Agreement. 6.6 This Section 6 will terminate upon the closing of the Company's IPO. 6.7 Notwithstanding Section 1.04 of the Stockholders Agreement, if Intel or Motorola fails to fully exercise its preemptive rights pursuant to Sections 1.01 or 1.02 of the Stockholders Agreement or this Section 6 of this Agreement at any time, Intel or Motorola shall continue to be entitled to its Preemptive Rights and Additional Preemptive Rights. 6

7. Limitations with Respect to McCaw Entities. 7.1 Commencing on the date of this Agreement and continuing thereafter for so long as Craig O. McCaw ("MCCAW") or any of the McCaw Entities (as defined in the Stockholders Agreement) (i) hold more than 25% of the voting power of the Company, either individually or in the aggregate and have at least one McCaw Representative on the Company's board of directors, or (ii) hold more than 45% of the voting power of the Company, either individually or in the aggregate neither McCaw nor any McCaw Entity (including without limitation Eagle River Holdings, LLC, Eagle River Investments, LLC and Eagle River, Inc, but excluding ICO Global Communications ("ICO") and the Company and any of their respective subsidiaries) will directly or indirectly, on behalf of any other person or entity, acquire any equity interest in, or act as a lender, employee or consultant to any company (excluding ICO and the Company and any of their respective subsidiaries) for whom a majority of its business, at the time of such acquisition or action, consists (or is expected to consist) of the provision of terrestrial based portable and/or mobile wireless broadband services in the United States ("NON-COMPETE BUSINESS"); provided, however, that the acquisition of a legal or beneficial ownership of a passive equity investment of no more than 10% of any entity shall not be deemed to constitute a violation of this provision. The foregoing limitations shall not apply to any acquisition of an equity interest in or actions as a lender to any Non-Compete Businesses ("COMPETITIVE OPPORTUNITY") if McCaw or the applicable McCaw Entity has made the Competitive Opportunity available to the Company, and the Company's independent directors have not directed the Company to pursue the Competitive Opportunity within thirty (30) days following the date on which McCaw or the applicable McCaw Entity sends notice to each of the Company's independent directors. 7.2 Eagle River hereby covenants and agrees that, if ICO acquires a controlling interest in, or a substantial portion of the assets of, a company or business that is a Non-Compete Business, as determined in good faith by the Disinterested Directors of the Company, then they shall take all necessary steps to ensure that no McCaw Representative shall simultaneously serve as a director of ICO and the Company. 7.3 For purposes of this Agreement, a McCaw Representative is any individual who is affiliated with the McCaw Entities as a director, principal, partner, consultant, employee, shareholder, member or someone with a relationship similar to those listed herein. 8. Miscellaneous. 8.1 Notices. All notices, requests, demands, instructions, documents and other communications to be given under this Agreement to any party shall be in writing and sent to the address/fax number set forth on the signature page below (provided that any party may at any time change its address for notice or other such information by giving written notice thereof in writing to the other parties hereto). 7

8.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 8.3 Amendment and Waiver. Sections 1 through 6 and Section 8 of this Agreement may not be amended or modified without the written consent of Intel and Company. Section 7 of this Agreement may not be amended or modified without the written consent of Intel and Eagle River. No waiver of any provision of this Agreement shall be binding unless and until set forth expressly in writing and signed by the waiving party. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach of the same or any other term or provision, or a waiver of any contemporaneous breach of any other term or provision, or a continuing waiver of the same or any other term or provision. 8.4 Specific Performance. The parties acknowledge that it will be impossible to measure in money the damage to them caused by any failure to comply with the covenants set forth in this Agreement, that each such covenant is material, and that in the event of any such failure, the injured party will not have an adequate remedy at law or in damages. Therefore, the parties consent to the issuance of an injunction or the enforcement of other equitable remedies against them at the suit of the other, without bond or other security, to compel performance of all of the terms of this Agreement, and waive the defense of the availability of relief in damages. 8.5 Severability. If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby. 8.6 Enforceability: Conflicts. In all events, the terms and provisions of this Agreement shall be enforceable notwithstanding any conflicting term or provision set forth in any of the other Financing Agreements. In the event of any conflict between any term or provision of this Agreement and any term or provision set forth in any of the other Financing Agreements, such term or provision of this Agreement shall prevail over such term or provision set forth in any of the other Financing Agreements. 8.7 No Impairment. Each of the parties hereto agree not to take any voluntary action to avoid or seek to avoid the observance or performance of any of the terms of this Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights granted herein against impairment. 8.8 Further Assurances. Each of the parties hereto shall execute and deliver all additional documents and instruments and shall do any and all acts and things reasonably requested in connection with the performance of the obligations undertaken in the Agreement or otherwise to effectuate in good faith the intent of the parties. 8

8.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm that the above correctly reflects our understanding and agreement with respect to the foregoing matters by signing the enclosed copy of this letter and returning such copy to the Company. Very truly yours, CLEARWIRE CORPORATION Address: Clearwire Corporation 5808 Lake Washington Blvd. NE, Suite 300 By: /s/ Benjamin G. Wolff Kirkland, WA 98033 --------------------------------- Facsimile No:(425)216-7900 Name: Benjamin G. Wolff Attn: Broady Hodder, General Counsel Title: Co-Chief Executive Officer Agreed and Accepted: (STAMP) INTEL PACIFIC, INC Address: Intel Pacific, Inc. c/o Intel Corporation By: /s/ Arvind Sodhani 2200 Mission College Blvd., RN6-46 -------------------------------- Santa Clara, CA 95054-1549 Name: Arvind Sodhani Attn: Intel Capital Portfolio Manager Title: President Fax Number: (408)765-6038 With copy by e-mail to: portfolio.manager@intel.com Agreed and Accepted: EAGLE RIVER HOLDINGS, LLC Address: By: Eagle River, Inc. Eagle River Holdings, LLC 2300 Carillon Point Kirkland, WA 98033 By: /s/ Benjamin G. Wolff Fax Number: 425-828-8061 --------------------------------- Name: Benjamin G. Wolff Title: President [SIGNATURE PAGE TO CLEARWIRE SIDE LETTER] 9

EXHIBIT 10.59 MASTER ROYALTY AND USE AGREEMENT by and among CLEARWIRE SPECTRUM HOLDINGS II LLC and CHICAGO INSTRUCTIONAL TECHNOLOGY FOUNDATION, INC. DENVER AREA EDUCATIONAL TELECOMMUNICATIONS CONSORTIUM, INC. INSTRUCTIONAL TELECOMMUNICATIONS FOUNDATION, INC. PORTLAND REGIONAL EDUCATIONAL TELECOMMUNICATIONS CORPORATION TWIN CITIES SCHOOLS' TELECOMMUNICATIONS GROUP, INC. NORTH AMERICAN CATHOLIC EDUCATIONAL PROGRAMMING FOUNDATION, INC. and the OTHER LICENSEES EXECUTING THIS AGREEMENT and CLEARWIRE CORPORATION Dated as of July 31, 2006

TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> <C> ARTICLE I. RELATIONSHIP SUMMARY ......................................... 2 Section 1.01. Overview .............................................. 2 Section 1.02. Overview of Mechanics and Structure of Agreements ..... 3 Section 1.03. Scope and Nature of Clearwire Group ................... 5 Section 1.04. Scope and Nature of Licenses .......................... 6 Section 1.05. Cross Defaults ........................................ 7 ARTICLE II. ECONOMIC ROYALTIES .......................................... 8 Section 2.01. Aggregate EBS Spectrum Capacity Economic Royalties .... 8 Section 2.02. Strategic Opportunity Spectrum Capacity (SOSC) ........ 9 ARTICLE III. ACCESS RIGHT ROYALTIES ..................................... 10 Section 3.01. Access Right Royalties ................................ 10 Section 3.02. Cost-Free Educational Accounts ........................ 10 Section 3.03. Educational Reservation Basic Cost-Free Education Accounts .............................................. 11 Section 3.04. Additional Cost-Free Educational Accounts ............. 11 Section 3.05. Licensee MVNO ......................................... 12 Section 3.06. Access to Educational End User Devices ................ 13 Section 3.07. Sharing of Features and Service Sets .................. 13 Section 3.08. Preferred Content Provider ............................ 13 Section 3.09. [***].................................................. 14 Section 3.10. Strategic Opportunity Spectrum Capacity Right ......... 14 ARTICLE IV. CLOSING MECHANICS; ESCROW ................................... 17 Section 4.01. Deliveries at Execution of this Agreement ............. 17 Section 4.02. Escrow Deposit and Ministerial Condition Failure ...... 17 Section 4.03. EBS Spectrum Capacity IUA Closing(s) .................. 18 Section 4.04. Closing Site/Mechanics ................................ 20 Section 4.05. Subsequent Closings for Strategic Opportunity Spectrum Capacity .............................................. 20 Section 4.06. Further Assurances .................................... 20 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF LICENSEES .................. 20 Section 5.01. Organization and Good Standing ........................ 21 Section 5.02. Authorization of Agreement ............................ 21 Section 5.03. No Conflict ........................................... 21 Section 5.04. Litigation ............................................ 22 Section 5.05. Compliance with Laws; Permits ......................... 22 Section 5.06. Offering Exemption; Securities Representations ........ 22 Section 5.07. Brokers ............................................... 23 Section 5.08. Knowledge ............................................. 23 ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF CLEARWIRE ................. 23 </TABLE> [*** Confidential Treatment Requested] -i-

<TABLE> <S> <C> Section 6.01. Organization and Good Standing ........................ 24 Section 6.02. Authorization of Agreement ............................ 24 Section 6.03. Capitalization ........................................ 24 Section 6.04. Subsidiaries .......................................... 25 Section 6.05. No Conflict ........................................... 26 Section 6.06. Litigation ............................................ 26 Section 6.07. Compliance with Laws; Permits ......................... 26 Section 6.08. Brokers ............................................... 27 ARTICLE VII. COVENANTS .................................................. 27 Section 7.01. Consents and Approvals ................................ 27 Section 7.02. Notice of Breach ...................................... 27 Section 7.03. Escrow and Parent Shares .............................. 27 Section 7.04. Maintenance of FCC Qualifications ..................... 27 Section 7.05. Assignment of FCC Licenses ............................ 28 Section 7.06. Other FCC Requirements ................................ 28 Section 7.07. Legends ............................................... 28 Section 7.08. Fees and Taxes ........................................ 29 Section 7.09. Best Efforts for Duration of Relationship ............. 29 Section 7.10. Information Covenants and Maintenance of Guarantee .... 29 Section 7.11. Build-Out ............................................. 29 ARTICLE VIII. INFORMATION SHARING OBLIGATIONS AND CONSULTATION REGARDING ACCESS RIGHT ROYALTIES AND CERTAIN OTHER COVENANTS ........................................... 30 Section 8.01. Overview of Consultation/Information Exchange Requirements .......................................... 30 Section 8.02. Capacity Disclosure ................................... 31 Section 8.03. System Information .................................... 32 Section 8.04. Preferred Content Provider Information ................ 32 Section 8.05. Limited Reciprocity Information ....................... 32 Section 8.06 Consultation Processes ................................ 33 Section 8.07. Information Access Rights Related to Clearwire Parent ................................................ 34 Section 8.08. Information Audit Rights .............................. 35 ARTICLE IX. INDEMNIFICATION ............................................. 35 Section 9.01. Indemnification ....................................... 35 Section 9.02. Determination of Damages .............................. 36 Section 9.03. Limitations on Indemnification for Breaches of Representations and Warranties ........................ 36 Section 9.04. Indemnification Procedures ............................ 37 ARTICLE X. TERMINATION .................................................. 38 Section 10.01. Expiration; Termination ............................... 38 Section 10.02. Defaults .............................................. 38 ARTICLE XI. GENERAL PROVISIONS .......................................... 38 </TABLE> -ii-

<TABLE> <S> <C> Section 11.01. Payment of Sales, Use or Similar Taxes ................ 38 Section 11.02. Survival of Representations and Warranties ............ 39 Section 11.03. Expenses .............................................. 39 Section 11.04. Entire Agreement; Amendments and Waivers .............. 39 Section 11.05. Governing Law ......................................... 39 Section 11.06. Table of Contents and Headings ........................ 40 Section 11.07. Notices ............................................... 40 Section 11.08. Publicity ............................................. 40 Section 11.09. Severability .......................................... 41 Section 11.10. Binding Effect; Assignment ............................ 41 Section ll.1l. Remedies .............................................. 41 Section 11.12. Dispute Resolution Procedure .......................... 41 Section 11.13. Counterparts .......................................... 44 Section 11.14. Confidentiality ....................................... 44 Section 11.15. Non-Disclosure of Shared Information .................. 45 </TABLE> -iii-

LIST OF EXHIBITS I. Definitions and Interpretation II.-A Form of IUA II.-B Form of MRUA-2 IUA II.-C Form of SOSC IUA III. Form of Escrow Agreement IV. Joinder to the Amended and Restated Stockholders Agreement dated March 16, 2004 V. Joinder to the Registration Rights Agreement dated March 16, 2004 VI. Form of Clearwire Certificate VII. Form of Licensee Certificate LIST OF SCHEDULES A. Schedule of all Licenses, Licensees' data, applicable Geographic Markets and GSAs, existing use agreements and Unencumbered Spectrum Capacity and Encumbered Spectrum Rights B. Licensee(s) Schedule C. Clearwire Schedule -iv-

MASTER ROYALTY AND USE AGREEMENT MASTER ROYALTY AND USE AGREEMENT ("Agreement"), dated as of July 31, 2006 (the "Effective Date") by and among Chicago Instructional Technology Foundation, Inc. ("CITF"); Denver Area Educational Telecommunications Consortium, Inc. ("DAETC"); Instructional Telecommunications Foundation, Inc. ("ITF"); Portland Regional Educational Telecommunications Corporation ("PRETC"); Twin Cities Schools' Telecommunications Group, Inc. ("TCSTG") (collectively sometimes referred to as the "ITF Cluster"): North American Catholic Educational Programming Foundation, Inc. ("NACEPF"), and such additional Licensees as are identified on Schedule A that execute this Agreement by joinder within 120 days of the Effective Date (collectively with the ITF Cluster, the "Licensees" and individually, with each member of the ITF Cluster, a "Licensee"). Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("Clearwire"), and Clearwire Corporation, a Delaware corporation ("Clearwire Parent"). (Each of the foregoing referred to as a "Party" and all of the foregoing referred to collectively as the "Parties" and all Licensees with EBS Spectrum on Schedule A once under an IUA are referred to collectively as the "EBS Spectrum Group.") Certain defined terms used in this Agreement, and rules of interpretation applicable to this Agreement, are contained in Exhibit I hereto. RECITALS: WHEREAS, the Licensees have been granted certain licenses (as they may be modified and renewed, the "FCC Licenses") by the Federal Communications Commission (the "FCC") authorizing them to engineer and operate specified Educational Broadband Service ("EBS") channels (including any associated J- and K-Group channels, the "Channels") in the Geographic Markets and covering an area having the population determined on the basis of 2000 census data, and providing the number of megahertz of total capacity (measured post-transition, excluding J and K block spectrum) times this population ("MHzPops"), all as identified on Schedule A; WHEREAS, subject to the Communications Act of 1934, as amended (the "Communications Act"), and FCC rules, regulations and policies (the "FCC Rules"), an EBS station's excess capacity may be used for commercial purposes (the "Commercial Spectrum Capacity"); WHEREAS, Licensees desire to make available to Clearwire, and Clearwire desires to have access to, the Commercial Spectrum Capacity for the Available Channels identified on Schedule A (the "Unencumbered Spectrum Capacity") and, as the circumstances permit, when and if the Channels identified on Schedule A that are not presently Available (the [***]) become Available, all in accordance with the terms of this Agreement; WHEREAS, NACEPF is also a party to that certain Master Royalty and Use Agreement of even date herewith (the "MRUA-2 Agreement") with respect to certain NACEPF Encumbered [* * * Confidential Treatment Requested]

Spectrum Capacity as identified on Schedule A thereto (the "MRUA-2 Sch A") and under both agreements NACEPF receives consideration under this Agreement to facilitate the transmission of instructional, educational and religious programming to schools, hospitals, public organizations and to facilitate instructional broadband spectrum development for its educational instruction and religious network; WHEREAS, the bundle of value comprised of the EBS Economic Royalties and the Access Right Royalties (collectively referred to as the "Total Consideration"), for which the ITF Cluster is not required to perform any services to Clearwire (other than the grants of rights and support of regulatory compliance as provided in this Agreement), is central to the ITF Cluster's efforts to advance the objectives and goals of their individual non-profit missions to serve educational and non-profit communities and is central for NACEPF's efforts to advance the transmission of its educational and religious programming and to develop an instructional and religious broadband spectrum network, in each case utilizing the Clearwire National Platform, including the ability to use Clearwire as a single source access vendor under the IUAs, and the IUAs and this Agreement would not have been executed but for all of the elements of the Total Consideration; WHEREAS, Clearwire desires to have access to the Commercial Spectrum Capacity to the extent permitted by FCC Rules and the terms of this Agreement, for the operation of its business, and the Parties recognize that the success of Clearwire's business plan depends on its access to the Commercial Spectrum Capacity (among other factors), and the Licensees desire Clearwire to have full access rights to the Commercial Spectrum Capacity permitted under FCC Rules and the terms of this Agreement, to enhance Clearwire's business for the benefit of those Licensees that are shareholders of Clearwire Parent; and WHEREAS, the Parties desire and intend to have a long-term mutually beneficial relationship during the Term, the broad parameters and guiding principles of which are as set out in Article I of this Agreement and which are an integral part of the consideration hereunder. NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, and agreements set forth in this Agreement and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto, intending legally to be bound, agree as follows: ARTICLE I. RELATIONSHIP SUMMARY Section 1.01. Overview. (a) This Agreement, the Individual Use Agreements entered into thereunder, and the Collateral Documents entered into by the Parties in connection herewith, describe the arrangement through which Clearwire and its Affiliates will obtain access to the Commercial Spectrum Capacity authorized by the FCC Licenses identified on Schedule A hereto -2-

(collectively, when under IUA hereunder, together with the Commercial Spectrum Capacity from MRUA-2 Sch A, that becomes under IUA under the MRUA-2 Agreement, the "EBS Spectrum Capacity") and certain Strategic Opportunity Spectrum Capacity to be delivered to Clearwire under the terms of this Agreement. (b) In addition to the Economic Royalties detailed in ARTICLE II, central to each Licensee's grant of access to the Commercial Spectrum Capacity to Clearwire under an IUA is Clearwire's agreement and covenant to provide the Access Right Royalties and other benefits as detailed in ARTICLE III and as provided for in each IUA, which consists of, among other items (i) access to the Educational Reservation Basic Cost-Free Customer Accounts (Section 3.03); (ii) access to the Additional Cost-Free Customer Accounts (Section 3.04); and (iii) the Limited Reciprocity rights (Section 3.09), the Preferred Content Provider rights (Section 3.08), and the Strategic Opportunity Spectrum Capacity rights (Section 3.10), together with technology, facilities, equipment and other functionality from Clearwire and its Affiliates all as more specifically set forth in Section 3.06 and Section 3.07 and elsewhere in this Agreement and in the IUAs related thereto. This Agreement and the IUAs would not have been executed but for the Total Consideration. (c) The Parties acknowledge that there will be many changes in the course of the Term of this Agreement and during the terms of the IUAs, in technology, capabilities, and regulatory environment among other areas, and the Parties have agreed to act in a cooperative manner to preserve the intentions of the relationships reflected in this Agreement and the IUAs to their mutual advantage and to use their commercially reasonable best efforts to maintain that mutual advantage. Section 1.02. Overview of Mechanics and Structure of Agreements (a) Individual Use Agreements for Commercial Spectrum Capacity. In exchange for access to the Unencumbered Spectrum Capacity made available to Clearwire pursuant to Individual Use Agreements executed and delivered in the form attached as Exhibit II hereto (individually, an "IUA") in accordance with the applicable closing procedure set forth in ARTICLE IV, Clearwire will provide at the times and in the manner set forth in each IUA and hereunder, the Economic Royalties set forth in ARTICLE II, consisting of a Upfront Royalty Deposit, and, following the Commencement Date, the balance of the Upfront Royalty, an Equity Royalty and the Monthly Royalties, together with the commitment to provide the bundle of rights and services set forth in ARTICLE III (identified collectively as the "Access Right Royalties") and to undertake the governance obligations of ARTICLE VIII. (i) Commencement Date. The "Commencement Date" means the "Commencement Date" under the applicable IUA entered into pursuant to this Agreement or the MRUA-2 Agreement. (b) Encumbered Spectrum Capacity. Each Licensee will comply with all material provisions of its agreements with third parties applicable to the [***] subject to such Licensee's rights incident to a default of the other party thereto or incident to a [* * * Confidential Treatment Requested] -3-

force majeure event. When and if such [***] becomes Available, Licensee and Clearwire shall enter into an IUA hereunder with respect to such EBS Spectrum Capacity in accordance with the applicable procedures for a Subsequent Closing under ARTICLE IV. The term "Available" with respect to previously [***] means that (A) the Commercial Spectrum Capacity on the Channels in the Market Area subject to the IUA is not encumbered by any Lien, including, but not limited to, any purchase option, right of first refusal, or other contractual obligation of Licensee (each a "Third Party Agreement") (excluding interference consents, interference agreements or similar agreements pertaining to the technical operation of the Channels granted or entered into prior to the Effective Date of the IUA) and (B) the Licensee is able to make all of the representations and warranties contained in the IUA and to perform the applicable covenants in the IUA. (i) PRETC [***]. With respect to PRETC, the Parties acknowledge that PRETC has agreed to negotiate in good faith for the renewal of its current excess capacity agreement for the C channel group in Portland, Oregon with the Person identified on Schedule A, which agreement expires on August 2, 2006 ("Portland Agreement"). If PRETC fails to renew the Portland Agreement prior to September 1, 2006, PRETC will on September 1, 2006, notify Clearwire in writing of such fact. In the event of non-renewal, after such date either PRETC or Clearwire shall have the right, upon written notice to the other Party, to require the other Party to enter into an IUA in the form attached as Exhibit II-B hereto as provided in this Section 1.02(b) following such notice. If neither Party informs the other of its desire to enter into an IUA within 180 days after such notice, either Party may terminate the provisions of this Section 1.02(b)(i) if the other Party again fails to provide notice of its desire to enter into an IUA within ten (10) days after an additional notice from the Party desiring to terminate this Section 1.02(b)(i). (ii) DAETC [***] With respect to DAETC, the Parties acknowledge that DAETC has agreed to negotiate in good faith for the renewal of its current excess capacity agreement for two of the four D group channels at [***] with the person identified on Schedule A (the "[***]"), which agreement expires on August 1, 2007. DAETC and Clearwire will enter into an IUA for the remaining two D group channels in the form attached as Exhibit II-B hereto. If DAETC fails to renew the [***] Agreement prior to September 1, 2007, DAETC will on September 1, 2007, notify Clearwire in writing of such fact. In the event of non-renewal, after such date either DAETC or Clearwire shall have the right, upon written notice to the other Party, to cause the DAETC IUA to be amended in accordance with its terms to include the remaining two D-group channels licensed to DAETC in [***], and to adjust the compensation paid to DAETC upward in proportion to the increased MHzPops represented by the two added channels as shown on Schedule A. If neither Party informs the other of its desire to include those channels within the DAETC IUA within 180 days after such notice, either Party may terminate the provisions of this Section 1.02(b)(ii) if the other Party again fails to provide notice of its desire to enter into an IUA within ten days after an additional notice from the Party desiring to terminate this Section 1.02(b)(ii). (c) [***]. In the event that a Claim is brought or threatened against the ITF Cluster or NACEPF by [***] claiming [*** Confidential Treatment Requested] -4-

one or more rights to the Commercial Spectrum Capacity specified on Schedule A by virtue of the Licensee entering into this Agreement or an IUA hereunder in alleged breach of a contractual right of first refusal ("ROFR") commitment or negotiation commitment of such Licensee, Clearwire shall indemnify and defend Licensee for, and hold the Licensee harmless from, any such Claim in accordance with ARTICLE IX of this Agreement. Section 1.03. Scope and Nature of Clearwire Group. (a) Service Affiliates. As of the Effective Date, Clearwire and the companies identified on Schedule 6.04 are all of the Affiliates under the control of Clearwire Parent. Clearwire covenants and agrees to cause the entity providing each of the Access Right Royalties and the other services provided for in ARTICLE III to the Licensees (each a "Service Affiliate") to assume the obligations of Clearwire hereunder and to be jointly and severally liable therefore for the purpose of providing a direct contractual relationship between the Licensees and the Service Affiliates so identified on Schedule 6.04 and between the Licensees and each other entity that over time becomes a Service Affiliate. The Service Affiliate and the Licensee shall execute such additional agreements as may be required to effectuate the provision of the applicable Access Right Royalty or other service, consistent with the terms hereof and the applicable IUA (any such agreement, a "Collateral Document"). Nothing in this Section 1.03(a) shall be construed to limit the primary obligation of Clearwire to provide the Access Right Royalties. (b) Spectrum Holding Company Commitment. Except as provided below in this Section 1.03(b), during the term of this Agreement, each of Clearwire Parent and Clearwire covenant and agree not to segregate the EBS Spectrum Capacity IUAs in an entity except in an entity that holds at least 50% of the spectrum of Clearwire Parent and its Affiliates, exclusive of the EBS Spectrum Capacity IUAs represented by Schedule A. The restriction in this Section 1.03(b) shall not apply, however, while the Parent Guarantee or a LOC Substitution is in effect. (c) Clearwire Parent Guarantees. (i) Payment Guarantee. Except during the time an LOC Substitution shall be in place and effective under Section 1.03(c)(i)(1), Clearwire Parent hereby absolutely and unconditionally guarantees all of the payment obligations of any Clearwire Affiliate, including Clearwire, under this Agreement, each IUA entered into pursuant to this Agreement, each Required IUA, and any Collateral Documents for the period from the Effective Date through December 31, 2016 (the "Parent Guarantee"). This is a guarantee of payment and not of collection only. The Parent Guarantee is irrevocable and unconditional, and shall be binding upon the assignees of Clearwire Parent, and shall inure to the benefit of the applicable Licensee and its successors and assigns. No failure or delay by a Licensee in exercising any of its rights or powers hereunder shall operate as a waiver thereof. The rights, remedies and benefits under this Section 1.03(c)(i) are cumulative and not exclusive of any other rights, remedies or benefits a Licensee may have against Clearwire Parent, Clearwire or Clearwire Affiliate under this Agreement or any EBS Spectrum IUA or Required IUA. Clearwire Parent hereby waives presentment, protest, demand or notice of any kind, other than notices required under this Agreement, and all other suretyship defenses, and agrees that no extension or other indulgence -5-

granted to Clearwire, and no discharge or release of Clearwire or any other party liable with respect to the guaranteed obligations, shall discharge or affect the liability of Clearwire Parent. Notwithstanding the foregoing, prior to making any demand for payment under the Parent Guarantee, the applicable Licensee must make demand for payment by Clearwire and allow for the expiration of all applicable cure periods. The Parent Guarantee shall not apply to any payment obligations due with respect to a SOSC IUA or the Strategic Opportunity Spectrum Capacity. The Parent Guarantee shall automatically extend to the payment obligations pertaining to each EBS Spectrum IUA and each Required IUA. A "Required IUA" is an IUA (other than a SOSC IUA) that is properly tendered by a Licensee and is required to be entered into by Clearwire but that has not been so executed in breach of this Agreement, however no breach shall be deemed to have occurred during the pendency of a bona fide dispute for which the Dispute Resolution Procedure is in process and where Clearwire has sought not to be required to execute the IUA as its remedy. A Required IUA shall be treated as if it had been entered into and a commencement date had occurred with respect thereto on the last date such execution was required. (1) Terms Applicable to the Guarantee. Payments pursuant to the Parent Guarantee shall be made within thirty (30) days of the date of demand for payment on the Parent Guarantee and shall bear interest at the Default Interest Rate from the original due date to the date of payment and shall extend to all amounts due from the Affiliate, including without limitation, the 2% charge for late payment under the IUAs. Accrued but unpaid interest shall be payable monthly. (2) Terms Applicable to the Letter of Credit. At Clearwire Parent's option it may at any time substitute a Qualifying Letter of Credit for its obligation to provide the Parent Guarantee; provided that, the Chief Financial Officer of Clearwire Parent shall have certified to Licensees that the substitution for the Parent Guarantee is required in connection with a modification of Clearwire Parent's loan covenants or a change in lenders or will otherwise reduce Clearwire Parent's cost of, or increase its access to, funds (the "LOC Substitution"). (3) Qualifying Letter of Credit. A "Qualifying Letter of Credit" shall be in form and substance reasonably satisfactory to the Licensees and: (A) shall be an unconditional stand-by letter of credit issued by a bank organized under the laws of the United States or a State thereof, having capital, surplus and undivided profits of not less than $25,000,000,000, that is a member of the Federal Deposit Insurance Corporation and that has an issuer rating from Moody's Investors Service of A2 or better (a "Qualifying Bank"), (B) shall be in an amount equal to the net present value of the remaining EBS Economic Royalties for the balance of the period to December 31, 2016, discounted at 10% annually and recalculated on an annual basis on January 1st of each year in such period, and (C) shall be in form and substance reasonably acceptable to Licensee. Section 1.04. Scope and Nature of Licenses. Each of the Licensees is an independent non-profit organization, each possessing its own separate governing board, assets and liabilities. The obligations of each of the Licensees hereunder shall be several and not joint for all purposes and no Licensee shall be responsible for any act or omission of any other Licensee. -6-

Section 1.05. Cross Defaults. (a) Upon and at any time after the occurrence of a Cross Default, any Licensee shall have the right to withdraw from this Agreement and the MRUA-2 Agreement and/or any of the IUAs executed by such Licensee hereunder, upon submission of a notice of withdrawal to Clearwire identifying which agreements are to be terminated; provided that, if the Licensee is in receipt of a written notice of Cross Default from Clearwire, the Licensee's notice of withdrawal with respect to the Cross Default identified in such notice must be submitted to Clearwire by the Licensee within ninety (90) days after the receipt of such notice of Cross Default. Licensee's actual knowledge of the Cross Default shall not limit the time permitted for its issuance of a notice of withdrawal. Upon submission of a notice of withdrawal by a Licensee, the Term of the agreements identified therein shall cease with respect to such Licensee and all of the provisions of this Agreement applicable to a termination at the end of the Term shall apply with respect to each IUA identified in the notice and, if applicable, this Agreement as well. Clearwire will not be liable in damages to any Licensee under this Agreement or an IUA as a result of a Cross Default, except to the extent of such Licensee's actual damage under the IUA that is subject to the Cross Default as a result of Clearwire's direct breach of such IUA. A Cross Default shall not, in and of itself, be deemed to be a breach of an IUA. (b) Definitions and Interpretive Rules Related to Cross Defaults. (i) A "Cross Default" occurs if a Payment Default or a Material Failure has occurred and is not cured within [***] after written notice to Clearwire (A) with respect to EBS Spectrum Capacity IUAs of Licensees in any three Geographic Markets at the same time or (B) with respect to EBS Spectrum Capacity IUAs of Licensees in any two Geographic Markets at the same time, as long as those Geographic Markets represent at least [***] percent of total EBS Spectrum Capacity MHzPops determined in accordance with clause (v) below. (ii) "Geographic Market" means the larger of (A) the area covered by the GSA of an EBS system that is listed on Schedule A or covered by an SOSC IUA as amended from time to time, without regard to any subsequent swap affecting such EBS system after the Effective Date, or (B) the area described in Section 1.05(b)(ii)(A) combined with the area(s) covered by the substantially overlapping GSA(s) of EBS and/or BRS systems which Clearwire or its Affiliates have the right to use in that same market. (iii) "Material Failure" means an act or failure to act that materially threatens cancellation or material impairment of a FCC License. (iv) Clearwire's failure to meet the Build-out Condition specified in Section 7.11 is not considered a Default or a Material Failure. (v) For purposes of determining the existence of a Cross Default, all of the EBS Spectrum Capacity IUAs entered into pursuant to this Agreement and the MRUA-2 Agreement shall be aggregated and considered together. [*** Confidential Treatment Requested] -7-

(vi) A Payment Default or Material Failure (A) under an IUA that has been terminated by its terms prior to the [***] cure period specified in (i) above, or (B) under any SOSC IUA, shall not be taken into consideration for purposes of determining if a Cross Default has occurred. ARTICLE II. ECONOMIC ROYALTIES Section 2.01. Aggregate EBS Spectrum Capacity Economic Royalties. (a) EBS Spectrum Capacity IUAs. Clearwire shall cause to be paid to the Licensees the Economic Royalties specified on Schedule A commencing upon execution of the corresponding EBS Spectrum Capacity IUAs at the times specified therein. In the case of NACEPF and the ITF Cluster the Economic Royalties are comprised of an Upfront Royalty, an Equity Royalty and Monthly Royalties and, in the case of the remaining Licensees, the Economic Royalties are comprised of an Upfront Royalty and Monthly Royalties (collectively, the "EBS Economic Royalties"). For the EBS Spectrum Group, the EBS Economic Royalties are in addition to the Access Right Royalties specified in ARTICLE III. The EBS Economic Royalties payable to the Licensees as reflected on Schedule A are generally in proportion to their respective MHzPops, except as otherwise provided on Schedule A. (b) Equity Royalty - Escrow and Adjustments. (i) Parent Shares/Price Per Share. The Equity Royalty payable in respect of an EBS Spectrum Capacity IUA shall be the number of Parent Shares set forth on Schedule A, based on a price per share of [***], and subject to adjustment as provided in Section 2.01(b)(iii) below. (ii) Escrow of Parent Shares. Within five (5) business days after the Effective Date, Certificates representing the Parent Shares specified on Schedule A for each EBS Spectrum Capacity IUA that could be executed hereunder shall be dated the Effective Date, properly signed and issued, and such shares shall be registered on the Effective Date in Clearwire Parent's stock ledger, in the name of the corresponding Licensee (or its permitted designee approved by Clearwire Parent), and such certificates together with stock powers executed in blank by the Licensee, shall be deposited with the Escrow Agent as provided in ARTICLE IV and the Escrow Agreement attached as Exhibit III hereto (the "Escrow Agreement"), to be released to the Licensee on the Commencement Date of the corresponding EBS Spectrum Capacity IUA (the "Escrow") or returned to Clearwire Parent as provided in this Agreement or the applicable IUA. (iii) Capital Changes. Distributions and Rights. The Parent Shares issuable in respect of the Equity Royalty shall be adjusted for any Capital Changes and for any [*** Confidential Treatment Requested] -8-

cash dividends and distributions made in respect of the Parent Shares from the date hereof, and while they are held in Escrow from the Effective Date through the date of payment to the Licensee and paid with the Parent Shares as the Equity Royalty on the Commencement Date under the applicable EBS Spectrum Capacity IUA. While the Parent Shares are in Escrow, the Escrow Agent shall afford the applicable Licensees the opportunity to take all actions with respect to such Parent Shares as if the Licensee owned the shares, including (except as provided below) the exercise of preemptive rights, if any (subject to, and as provided in, the Amended and Restated Stockholders Agreement dated as of March 16, 2004); provided that, the Escrow Agent shall not be required to advance funds for the Licensee and the Licensee shall not be entitled to vote such Parent Shares. Licensees shall not have any preemptive rights with respect to any investment by Intel Corporation or Motorola, Inc. or their respective Affiliates made pursuant to a binding agreement entered into prior to the Effective Date (an "Excluded Investment"), or any investment by third parties resulting from the exercise of the preemptive rights of third parties arising from an Excluded Investment. "Capital Changes" include any recapitalization, reclassification, split-up or consolidation of Parent Shares or stock dividend, merger or consolidation of Clearwire Parent or sale by Clearwire Parent of all or a portion of its assets, coupled with a distribution to shareholders. (iv) Release of Escrowed Parent Shares. The Parent Shares allocable to an EBS Spectrum Capacity IUA that is terminated under Section 11(f) of the IUA or that is otherwise terminated prior to a Commencement Date under the provisions of the EBS Spectrum Capacity IUA shall be released from Escrow and returned to Clearwire Parent with the blank stock powers upon the effective date of such termination. Section 2.02. Strategic Opportunity Spectrum Capacity (SOSC). (a) SOSC Economic Royalties. Upon execution of each Strategic Opportunity Spectrum Capacity IUA (a "SOSC IUA") pursuant to a Tender as provided in Section 3.10, Clearwire shall cause to be paid the SOSC Economic Royalties required under Section 3.10(e) and the applicable SOSC IUA. The allocation of SOSC Economic Royalties shall be as provided in Section 3.10(e). (b) SOSC Equity Royalties. No part of the SOSC Economic Royalties shall be paid in Parent Shares unless the parties to the particular SOSC IUA so agree. If any amount is to be paid in Parent Shares, that portion of the SOSC Economic Royalty so allocated shall be divided by the Price Per Share. For this purpose, "Price Per Share" means the greater of (i) the value per share of Parent Stock as determined by the board of directors of Clearwire Parent from time to time, as in effect on the relevant closing date; or (ii) the price per share of Parent Shares in the then most recently completed funding round of Clearwire in excess of Fifty Million Dollars ($50,000,000), or, if such funding round did not include common stock but did include preferred stock or other convertible securities, the price per share of common stock, based on converting such preferred stock or other convertible securities to common stock pursuant to the applicable conversion rights, provided, however that (x) if the Parent Shares are publicly traded on a national securities exchange or listed in a national automated interdealer quotation system, the Price Per Share will be the average reported closing trading price of the Parent Shares for the -9-

twenty trading days immediately prior to the Commencement Date of the related IUA, and (y) any valuation pursuant to clause (b)(ii) above shall be based only upon a transaction that has occurred within 180 days prior to the date of such valuation, and if there has been no such transaction such valuation shall be made in accordance with clause (b)(i) above of clause (x) of this proviso. ARTICLE III. ACCESS RIGHT ROYALTIES Section 3.01. Access Right Royalties. Clearwire shall provide the Access Right Royalties described in this ARTICLE III from and after the Commencement Date of an IUA hereunder. The related provisions of ARTICLE VIII shall govern the information rights of the Licensees with respect hereto. Section 3.02. Cost-Free Educational Accounts. (a) Included in the Access Right Royalties provided to Licensees, Licensees shall be entitled to Cost-Free Educational Accounts as provided in this Section 3.02, Section 3.03, and Section 3.04. (b) "Cost-Free Educational Account" means a wireless broadband connection that Clearwire provides to a Licensee without charge or expense to such Licensee. Cost-Free Educational Accounts shall have the same capacity and characteristics as the highest level of premium mass market retail service provided on Clearwire's network in a given Market Area. Multiple individuals that are associated with an Educational End User at the time may share the same Cost-Free Educational Account through Wi-Fi hotspots, local area networks, and other means. To the extent not inconsistent with the terms of this Agreement and the applicable IUA, the Cost-Free Educational Accounts shall be subject to the terms of Clearwire's then generally applicable Acceptable Use Policy. The Cost-Free Educational Accounts shall be fully portable anywhere within the Clearwire National Platform to the extent that Clearwire offers such portability to any customer. (c) Definitions Related to Cost-Free Educational Accounts. As used in this ARTICLE III and elsewhere in this Agreement, the following terms have the indicated meanings: "Cell Site" means a tower, building or other outdoor structure equipped with one or more antennas to serve the surrounding area. "Clearwire National Platform" means the sum of all Market Areas and all other areas within the United States where Clearwire and its Affiliates provide comparable services. "Market Area" means the network coverage footprint of the network of Clearwire Parent and its Affiliates which includes all or part of the GSA(s) of the Channels in the Geographic -10-

Market, based on its build-out engineered for services from time to time once it has commenced commercial operation. "Educational End Users" or "EEU" shall be only non-profit entities, educational entities and/or Social Welfare Agencies that use the services for their own purposes, provided that Licensees shall not provide such services pursuant to a request-for-proposals (RFP) or other substantially similar commercially competitive opportunities, and Licensees shall not provide such services to any entity if such entity already has an existing business relationship with Clearwire. For this purpose, "Social Welfare Agencies" includes only (1) those governmental and quasi-governmental agencies and departments that provide as their primary service public welfare assistance services (such as low-income housing, food stamps, or domestic violence services) to the public or (2) correctional institutions that use the service in connection with a written agreement with the Licensee for specific programming content produced or procured by Licensee or with whom Licensee has had a prior written relationship; provided that such programming content is delivered to such correctional institutions without charge or other fees. Social Welfare Agencies shall specifically exclude treasury and revenue services departments, law enforcement agencies, legislatures, the office of the mayor and the military. "Sector" means a directional antenna located at a cell site that serves a portion of a Cell Site area. Section 3.03. Educational Reservation Basic Cost-Free Education Accounts. (a) In respect of Licensees' educational reservation covering the five percent (5%) educational spectrum capacity currently required by the FCC Rules pertaining to the FCC Licenses (the "Educational Reservation"), Licensees shall be permitted to utilize the Educational Reservation in such locations served by the Clearwire National Platform on a full time basis as Licensees desire for their operations. Clearwire and Licensee shall at all times comply with applicable FCC Rules. Clearwire may not use the Educational Reservation. In the event that the Parties cannot agree on the application of any new rule or interpretation regarding the Educational Reservation in their circumstances, the Parties shall jointly approach the FCC for clarification in a timely fashion and, to the extent the matter remains unresolved thereafter, shall settle the matter applying the Dispute Resolution Procedure. (b) Initially, Clearwire shall provide Licensees [***] Cost-Free Educational Account per Cell Site per Market Area (each a "Basic Cost-Free Education Account"). The number of Cost-Free Educational Accounts shall be adjusted upward every [***] proportionate to the growth of the overall data capacity of Clearwire's network in the Market Area where the EBS system is located. The growth (if any) in the overall data capacity shall be determined as set forth in Section 8.02(c) hereof. Section 3.04. Additional Cost-Free Educational Accounts. In addition to, and not in lieu of, the Cost-Free Educational Accounts provided to Licensee by Clearwire pursuant to the Educational Reservation as set forth in Section 3.03, Clearwire shall provide Licensees with [*** Confidential Treatment Requested] -11-

additional Cost-Free Educational Accounts in the number computed in accordance with this Section 3.04 (the "Additional Cost-Free Educational Accounts"). (a) Number and Periodic Adjustment. Each Licensee will have access to additional spectrum capacity on Clearwire's network in Licensee's Market Area in the form of Cost-Free Educational Accounts for use on the Clearwire National Platform equal to the greater of (X) [***] Cost-Free Educational Accounts per Sector in the Market Area where Licensee holds an FCC License to operate an EBS system and (Y) the quantity of Cost-Free Educational Accounts determined by applying the Formula Quantity. The number of Additional Cost Free Educational Accounts that Clearwire is obligated to provide to Licensee shall be recalculated and revised [***]. (i) The "Formula Quantity" as of any date, is equal to the product obtained by multiplying: (a) the Local Channel Ratio by (b) [***], by (c) the number of subscribers served by Clearwire in the Market Area as of the end of the previous calendar year. In the event that this product is a fraction, it shall be rounded up or down to the nearest whole number, where the "Local Channel Ratio" is the fraction obtained by dividing the number of EBS channels provided to Clearwire by Licensee under IUA in a given Market Area as of the date of the calculation by the total number of EBS and BRS channels with substantially overlapping GSAs then used to provide service in such Market Area licensed to or under a use agreement with Clearwire (including those of Licensee) as of that date. (ii) Educational End Users. Cost-Free Educational Accounts shall be exclusively for Educational End Users and not for resale, assignment or transfer by a Licensee outside of its Educational End User environment or to persons who cease to be officially associated with such Educational End User. (By way of example, a university may resell the service to its students, faculty, administrators and staff, while such persons are involved with the university, but shall cease to provide the service if a member of the faculty terminates employment or a student graduates and ceases to be involved in university matters.) (b) Time of Delivery. The Additional Cost-Free Educational Accounts shall be provided by Clearwire to Licensee pursuant to this Section 3.04(b) upon the commercial launch of Clearwire's broadband wireless service in any Market Area where a Licensee has an EBS Spectrum Capacity IUA in place with Clearwire, or the applicable Commencement Date thereof if later. Section 3.05. Licensee MVNO. (a) In addition to the right to Cost-Free Educational Accounts, Licensees shall have the right to resell the Clearwire service in the form of MVNO Educational Accounts to additional Educational End Users in each Market Area for use on the Clearwire National Platform. An "MVNO Educational Account" shall have the identical characteristics as a Cost-Free Educational Account under Section 3.02(b), except that there shall be a charge to Licensee as determined pursuant to this Section 3.05. Clearwire shall sell to Licensees such services, at a cost equal to [***] provided by Clearwire to an arms-length third party in [*** Confidential Treatment Requested] -12-

such Market Area or other comparable market pursuant to any applicable agreement. However, the number of MVNO Educational Accounts is limited in each Market Area to [***] the number of Cost-Free Educational Accounts for that Market Area. (b) Mechanics. The resale of Clearwire's services pursuant to this Section 3.05 shall be accomplished pursuant to a standard Clearwire wholesale agreement form drafted in a manner consistent with the terms of this Agreement and the applicable IUA, which will be provided to any Licensee requesting the right to resell an MVNO Educational Account to an Educational End User. Such arrangement shall be executed not later than thirty (30) days after the availability of such services. Section 3.06. Access to Educational End User Devices. Clearwire shall also make any end-user equipment used in the Clearwire National Platform available for purchase by Licensees at [***] above Clearwire's cost to acquire such end-user equipment. Equipment provided to Licensees pursuant to this section shall be used solely by Educational End Users and not for resale. Section 3.07. Sharing of Features and Service Sets. Licensees shall have access to, and full use of, system capabilities, services and feature sets that are generally provided to Clearwire's retail customers or wholesalers to mass market customers. Licensees shall have access to reasonably necessary support made available to Clearwire's commercial customers generally, and that is reasonably necessary for the Licensees to offer services to their Educational End Users as contemplated by their agreement. The Licensees shall have access to new capabilities, features and service sets within six months of the time that Clearwire makes them available to customers generally, but not earlier than the Commencement Date with respect to any particular IUA. Section 3.08. Preferred Content Provider. (a) Scope. In the event that Clearwire provides third party content to customers over its network in any Market Area where Licensee is a party to an EBS Spectrum Capacity IUA, Licensee shall be a "Preferred Content Provider" over such network in that Market Area. As a Preferred Content Provider, Licensee shall have the same degree of access to, and use of, any system capability, service or feature set that is provided to premium third party content providers. (b) Service Sets and Features. [***] Licensee elects to utilize them. Licensee agrees that the programming that Licensee supplies to customers through Clearwire's network will be educational in nature. Licensee agrees not to resell Clearwire's network access, features and/or service sets to third parties, except in accordance with Sections 3.04(a)(ii) and 3.05. (c) Capacity Constraints. Clearwire reserves the right to restrict the use of the capabilities and services made available to the Licensee as a Preferred Content Provider under [*** Confidential Treatment Requested] -13-

this Section 3.08 if such use is no longer commercially and technically feasible due to limitations in network capabilities. Clearwire shall comply with the provisions of ARTICLE VIII to ensure timely access to information about capacity usage and permit Licensee a reasonable opportunity to secure alternative access. Section 3.09. [***] Section 3.10. Strategic Opportunity Spectrum Capacity Right. (a) Scope. Licensees shall be permitted to Tender Strategic Opportunity Spectrum Capacity ("Strategic Opportunity Spectrum Capacity" or "SOSC") for Quality Spectrum to Clearwire under Section 3.10(b) and (c). "Quality Spectrum" is defined for purposes of this Section 3.10 as Commercial Spectrum Capacity that is: [***] [***] The maximum number of MHzPops deliverable under both this Agreement and the MRUA-2 Agreement shall be equal to the greater of [***] MHzPops (based on 2000 census data) or [***] times the total number of MHzPops delivered on EBS Spectrum Capacity IUAs executed under Schedule A and MRUA-2 Sch A. (b) General Strategic Opportunity Spectrum Capacity Right (i) Clearwire Spectrum Designation List. Clearwire Spectrum Staff will produce a list from time to time of spectrum acquisition target parameters (the "A-List"), updated not less frequently than every 180 days. Clearwire shall provide the A-List to Licensee Representatives within ten business days of the execution of this Agreement, and thereafter not later than five business days following the effective date of a change or revision to the A-List information, including any implicit revision as a result of an action taken to approve a spectrum [*** Confidential Treatment Requested] -14-

transaction that is outside the terms of a then-current A-List. For a period of up to 120 days after any modification of the A-List, Clearwire shall be required to enter into Strategic Opportunity Spectrum IUAs in the form attached as Exhibit II- C ("SOSC IUAs") for Quality Spectrum Tendered within the A-List parameters, subject to a Clearwire Parent board approval process, if required. (ii) Uniform Application of A-List Parameters. The A-List parameters shall apply to all Clearwire spectrum purchase and use agreements within the applicable period from all sources. If the A-List parameters are altered for any reason, including without limitation as evidenced by a Clearwire spectrum acquisition from a third party, the A-List parameters will be deemed changed automatically and Clearwire shall be required to redefine and promptly issue a new set of A-List parameters reflecting the characteristics of such spectrum. Clearwire may exclude from the A-List parameters the effect of acquisitions of spectrum capacity in smaller markets not within the A-List parameters in connection with a larger transaction where the smaller market acquisition is deemed necessary or advisable by Clearwire for a strategic purpose in connection with the larger transaction. (iii) Clearwire Board Approval Process. If Clearwire Parent board approval is required for a Tendered SOSC IUA, the following procedure shall apply: (a) Clearwire management will (based on this Agreement) recommend approval to the Clearwire Parent board, (b) Clearwire Parent board action will be taken at the next meeting of the Clearwire Parent board, but not later than thirty days from the date of the Tender, (c) Clearwire management will promptly advise Licensees of the result and (d) if the Clearwire Parent board does not approve the transaction, it shall provide a written explanation of the reason why such rejection was commercially reasonable under the circumstances. Clearwire Parent and Clearwire covenant and agree that they will not permit Licensee Tenders to be treated less favorably or in a manner different from any other spectrum acquisitions as evidenced by the results of Clearwire's spectrum acquisitions over the term of the SOSC right. Upon Licensee's request following any Clearwire board action declining a Tender, Clearwire shall provide information supporting the reason for the declined Tender, including relevant information from all spectrum transactions in the period commencing 60 days before such action and for 90 days thereafter, with such detail as reasonably requested by the Licensees on the terms thereof. (c) Mandatory Strategic Opportunity Spectrum Capacity Right. Notwithstanding the General Strategic Opportunity Spectrum Capacity Right provisions of Section 3.10(b). Licensees may Tender, and Clearwire shall enter into, a SOSC IUA for Quality Spectrum identified by a Licensee that qualifies as a Mandatory SOSC IUA. A "Mandatory SOSC IUA" is one Tendered where the following financial thresholds have not been exceeded (a) up front payments collectively for all Mandatory SOSC IUAs including the Tendered SOSC IUA shall not exceed [***] and (b) the total net present value expense collectively for all Mandatory SOSC IUAs, including the Tendered SOSC IUA, shall not exceed [***] (assuming a 30-year term and 10% discount rate) (the "Mandatory Thresholds"). There is no limit on the quantity of Mandatory SOSC IUAs, as long as they collectively do not exceed either of the Mandatory Thresholds. Clearwire must execute a Mandatory SOSC IUA within ten days of the [*** Confidential Treatment Requested] -15-

Licensees' Tender of the Mandatory SOSC IUA, unless the Parties agree to a later date in writing. (d) Tender Process. Clearwire will designate a senior member of its spectrum acquisition management (a "Senior Spectrum Manager") to meet in person or telephonically with the Licensee Representatives or their designee at a mutually agreeable time in the first week of each month after the Effective Date of this Agreement to consult on matters related to the SOSC provisions of Section 3.10 (the "SOSC Committee"). As frequently as necessary, but in all events not less frequently than once per month, the Senior Spectrum Manager and the Licensee Representatives (or their designated representatives) shall confer concerning objectives in progress with respect to SOSC opportunities. The Licensee Representatives will present a list of EBS systems then subject to contract with a Licensee or targeted by the Licensee for acquisition that meets the Quality Spectrum definition (each such proposal, a "Tender"). Unless subject to Clearwire Parent board approval, Clearwire shall enter in a SOSC IUA in respect of Tendered spectrum capacity (A) within 60 days of the date of the Tender or (B) if the Tendered spectrum capacity represents channels that are the subject of a binding agreement executed within 90 days from the date of the Tender, upon the Closing thereof. (e) Strategic Opportunity Spectrum Capacity IUA Terms. SOSC IUA Terms would be on the same terms as the then current IUA under this Agreement, modified as follows: (i) The total Economic Royalty will be [***] per MHzPop using 2000 census data, determined on a net present value basis using a ten percent discount rate and a 30 year term. (ii) For spectrum that is made available pursuant to Section 3.10(b), up front payments will be [***] of the total Economic Royalty unless the parties negotiate a different allocation at the time. (iii) Parent Shares may be substituted for a portion of royalties by agreement of the parties to the SOSC IUA. (iv) The SOSC IUA will be in the form attached as Exhibit II-C hereto, which reflects the EBS Spectrum Capacity IUA, except with less restrictive IUA terms with respect to assignment and sublicensing, and the absence of an accelerated build-out obligation, the absence of a Parent Guarantee, and the absence of cross-default provisions. (f) Clearwire EBS and BRS Transactions. Subject to Sections 3.10(b)(iii) and (d), Clearwire shall inform Licensee Representatives within ten (10) business days of its entering into binding agreements for the acquisition of rights to spectrum in the EBS and BRS bands. Information disclosed pursuant to this Section will be limited to the public information available through the FCC public notice process. Clearwire's obligations set forth in this Section are in addition to, and not in lieu of, the requirements of Section 3.10(b)(iii). [*** Confidential Treatment Requested] -16-

ARTICLE IV. CLOSING MECHANICS; ESCROW Section 4.01. Deliveries at Execution of this Agreement. On the Effective Date of this Agreement, Clearwire and each of the Licensees shall take the following actions required of it by subsections (a) through (c) hereof. (a) Licensees. Each Licensee shall deliver or cause to be delivered to Clearwire each of the following, duly executed by an authorized representative of such Licensee: (i) the Escrow Agreement dated on or before the Effective Date in the case of Licensees in the ITF Cluster and NACEPF; (ii) one EBS Spectrum Capacity IUA completed in accordance with this Agreement and the instructions in the form of IUA with respect to the Unencumbered Spectrum authorized under each FCC License held by such Licensee and identified on Schedule A; (iii) the certificate(s) of such Licensee described in Section 4.01(c); and (iv) evidence of the delivery to the Escrow Agent of the stock powers executed in blank by such Licensee as required under this Agreement and the joinders attached to this Agreement as Exhibits IV and V. Each Licensee shall have specified on Schedule 4.01 attached hereto its respective wire accounts (each a "Wire Account"), which Wire Account shall be included in the applicable IUA. Absent notice of different instructions, all cash payments to be made as provided on Schedule A, and as otherwise reflected in the applicable IUA or this Agreement to be paid to a Licensee, shall be to such Wire Account in immediately available funds. (b) Clearwire. Clearwire shall deliver or cause to be delivered to each of the Licensees each of the following, duly executed by an authorized representative of Clearwire: (i) the Escrow Agreement dated on or before the Effective Date in the case of Licensees in the ITF Cluster and NACEPF; (ii) one EBS Spectrum Capacity IUA completed in accordance with this Agreement and the instructions in the form of IUA with respect to the Unencumbered Spectrum authorized under each FCC License identified on Schedule A to the applicable Licensee; (iii) its certificate described in of Section 4.01 (c); (iv) the Upfront Royalty Deposit provided for in the applicable EBS Spectrum Capacity IUA as reflected on Schedule A; (v) the payment of any balance of the Applicable Fee Payments (per Section 11.03) not previously paid; and (vi) evidence of delivery of the Parent Shares specified on Schedule A to the Escrow Agent. (c) Officers Certificates. In connection with the execution of this Agreement, each Party shall deliver to each other Party, in each case certified as of the Effective Date of this Agreement by an authorized officer of the delivering Party, (A) a copy of the resolutions of the board of directors of the delivering Party authorizing the execution, delivery and performance of this Agreement and (B) a certificate of incumbency, with signatures of the officers of such Party authorized to execute and deliver this Agreement. Section 4.02. Escrow Deposit and Ministerial Condition Failure. -17-

(a) Each of Clearwire Parent and Clearwire and each of the ITF Cluster Licensees and NACEPF shall deliver to the Escrow Agent within five (5) days of the Effective Date of this Agreement, (i) the Escrow Agreement dated as of the Effective Date and duly executed by an authorized representative of such Party, (ii) in the case of Clearwire Parent and Clearwire properly executed certificates dated the Effective Date and representing the full amount of the Parent Shares reflected in the Equity Royalties on Schedule A, which shall be issued and outstanding, registered in the names of the applicable Licensees and deposited into the Escrow, all as provided in Section 2.01, and (iii) in the case of each Licensee, stock powers executed by it in blank. Each of Clearwire, NACEPF and the ITF Cluster shall cause the Escrow Agent to execute the Escrow Agreement and to take the actions provided for therein to be taken by the Escrow Agent, and to deliver to each of the Parties a receipt evidencing the foregoing. (b) Termination for Ministerial Condition Failure. As permitted by this Section 4.02(a) and Section 2.0l(b)(ii), the Parent Shares may be deposited with the Escrow Agent up to five days following the Effective Date. In the event that the deposit of such Parent Shares is not made within such time period, for any reason whatsoever, this Agreement shall terminate as shall each of the IUAs executed hereunder, and the Parties shall have no further obligations of any kind or nature whatsoever hereunder or thereunder. Section 4.03. EBS Spectrum Capacity IUA Closing(s). (a) Initial Closing. Subject to the terms and conditions set forth in this Agreement, the closing of the transactions provided in this Agreement, including with respect to those EBS Spectrum Capacity IUAs that are executed on the date hereof (each an "Initial Closing"), shall take place on the Effective Date of this Agreement (the "Initial Closing Date"). (b) Subsequent Closings. Subject to the terms and conditions set forth in this Agreement, the closing of the transactions provided in this Agreement shall take place when the Commercial Spectrum Capacity becomes Available at which time an EBS Spectrum Capacity IUA shall be executed (each a "Subsequent Closing"), which date shall be the Effective Date for that IUA (the "Subsequent Closing Date"). (c) Closing Conditions. (i) Conditions to Each Party's Obligations at a Closing. The respective obligations of each Party to effect execution and closing of an EBS Spectrum Capacity IUA at the Initial Closing or at any Subsequent Closing shall be subject to the satisfaction on or prior to the applicable Closing Date of the following conditions with respect to that EBS Spectrum Capacity IUA. (1) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court or other Government Agency of competent jurisdiction preventing the consummation of the transactions contemplated in the applicable IUA or under this Agreement as it relates to such IUA; provided, however, that -18-

prior to invoking this condition, each Party hereto shall use all commercially reasonable efforts to have any such injunction or other order vacated. (2) No Cross Default Condition. The Licensee shall not have exercised its right to terminate this Agreement and the IUA as a result of a Cross Default and the issuance of a withdrawal notice under Section 1.05(a) with respect to that IUA. (3) Availability. The Commercial Spectrum Capacity of the applicable IUA is Available as defined in Section 1.02(b). (ii) Conditions to the Obligations of Clearwire. The obligations of Clearwire to effect any Closing of an EBS Spectrum Capacity IUA hereunder shall be subject to the satisfaction at or prior to the applicable Closing Date of such IUA of each of the following conditions, any of which may be waived, solely in writing, and exclusively by Clearwire: (1) Representations and Warranties. The representations and warranties of the Licensee contained in of the IUA shall be true and correct in all material respects as of the Effective Date of such IUA. (2) Officer Certificates. Clearwire shall have received copies, in each case certified as of the applicable Closing Date by an authorized officer of each Licensee, of (i) the resolutions of the board of directors of the Licensee, authorizing the execution, delivery and performance of the IUA, (ii) the signature and incumbency of the officers of the Licensee authorized to execute and deliver the IUA, and (iii) certifying that the representations and warranties of the Party to be made under the IUA are true and correct. (3) Joinders; Substantial Compliance with Master Agreement. The Licensee shall have delivered to Clearwire Parent executed joinders in the form attached to this Agreement as Exhibits IV and V. The Licensee shall be in compliance with all of the material terms of this Agreement as it relates to such Licensee. (iii) Conditions to Obligations of Licensee. The obligations of a Licensee to effect any Closing of an EBS Spectrum Capacity IUA hereunder shall be subject to the satisfaction at or prior to the applicable Closing Date of such IUA of each of the following conditions, any of which may be waived, solely in writing, and exclusively by such Licensee: (1) Representations and Warranties. The representations and warranties of Clearwire contained in the IUA shall be true and correct in all material respects as of the Effective Date of such IUA. (2) Officer Certificates. Licensee shall have received copies, in each case certified as of the applicable Closing Date by an authorized officer of Clearwire, of (i) the resolutions of the board of directors of Clearwire and each Clearwire Affiliate that is a Party hereto, authorizing the execution, delivery and performance of the IUA, (ii) the signature and incumbency of the officers of Clearwire authorized to execute and deliver the IUA, and (iii) -19-

certifying that the representations and warranties of the Party to be made under the IUA are true and correct. (3) Substantial Compliance with Master Agreement. Clearwire, Clearwire Parent and the other Affiliates that are or become Parties hereto, shall be in compliance with all of the material terms of this Agreement as it relates to such Licensee. (4) Escrow. The Escrow shall contain all of the Parent Shares applicable to the EBS Spectrum Capacity IUA being entered into and such Parent Shares shall have been issued and be outstanding and registered in the name of Licensee and the Escrow shall contain any and all additional amounts as may be required to reflect any distributions and adjustments due to Capital Changes as provided therein. (5) No Clearwire Material Adverse Effect. During the period from the Effective Date of this Agreement to the Effective Date of the applicable EBS Spectrum Capacity IUA, there shall not have occurred any event that has had or is reasonably likely to have a Clearwire Material Adverse Effect. Section 4.04. Closing Site/Mechanics. Each of the Closings will occur by electronic delivery procedure agreed by the Parties, provided that the first Initial Closing shall take place at the offices of Day, Berry & Howard LLP, 875 Third Avenue, New York, New York 10022. Section 4.05. Subsequent Closings for Strategic Opportunity Spectrum Capacity. (a) SOSC IUA. At any time when Strategic Opportunity Spectrum is tendered as provided in Section 3.10, Licensee shall deliver to Clearwire a SOSC IUA at the time provided for therein for execution. At each Subsequent Closing, the applicable licensee and Clearwire shall deliver an SOSC IUA with respect to such SOSC, duly executed by an authorized representative of each. Section 4.06. Further Assurances. Upon the terms and subject to the conditions of this Agreement, each of the Parties hereto shall use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable consistent with applicable law to consummate and make effective in the most expeditious manner practicable the Closing of each IUA and compliance with the obligations therein and herein in respect of each such IUA. ARTICLE V. REPRESENTATIONS AND WARRANTIES OF LICENSEES Except as set forth on a referenced "Schedule" to this ARTICLE V, each of the Licensees for itself, severally and not jointly or in addition to any other Licensee, hereby represents and warrants to Clearwire and Clearwire Parent that: -20-

Section 5.01. Organization and Good Standing. It is a nonprofit corporation duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Except as disclosed in Schedule 5.01. it is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property or FCC Licenses and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing does not have and would not reasonably be expected to have a Licensee Material Adverse Effect. Section 5.02. Authorization of Agreement. It has all requisite corporate power and authority (i) to enter into, deliver and carry out the transactions contemplated by this Agreement (the "Contemplated Transactions") and each other agreement, document, or instrument or certificate contemplated by this Agreement to be delivered on the date thereof, (ii) to enter into and deliver all documents required or necessary to be executed by it in connection with the consummation of the Contemplated Transactions on the date hereof (collectively the "Licensee Documents"), and (iii) to consummate the Contemplated Transactions taking place on the date hereof. This Agreement has been and the Licensee Documents when delivered will be duly and validly executed and delivered by it and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes and the Licensee Documents will constitute when delivered the legal, valid and binding obligations of Licensee, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Section 5.03. No Conflict. This representation is made to the best knowledge of each Licensee with respect to agreements pursuant to which, by their explicit terms, the time periods for ROFR rights and which agreements themselves have expired. Except as set forth on Schedule 5.03: (a) Neither the execution and delivery by Licensee of this Agreement or the Licensee Documents, nor compliance by Licensee with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the Governing Documents of Licensee, (ii) conflict with, violate, result in the breach of, constitute (with or without due notice, lapse of time or both) a default under, result in the acceleration of, create in any Party the rights to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, license, agreement or other obligation to which Licensee is a party or by which Licensee or any of its properties or assets is bound or (iii) violate any statute, rule, regulation, order or decree of any Government Agency or authority by which Licensee is bound, except in the cases of clauses (ii) and (iii) for such violations, breaches or defaults as would not, individually or in the aggregate, have a Licensee(s) Material Adverse Effect. -21-

(b) No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any Person or Government Agency is required on the part of Licensee in connection with the execution and delivery of this Agreement or the Licensee Documents or the compliance by Licensee with any of the provisions hereof or thereof, except as contemplated herein or therein. Section 5.04. Litigation. Except as set forth on Schedule 5.04 of the disclosure schedule attached hereto by one or more of the Licensees (the "Licensee(s) Schedule") and other than Proceedings of general applicability and those related to market transitions ("FCC Proceedings"), there is no Proceeding now in progress or pending or, to the knowledge of Licensee, threatened against Licensee or the assets (including the intellectual property rights) or the business of Licensee, nor to the knowledge of Licensee, does there exist any basis therefore, except for immaterial claims brought against Licensee in the ordinary course of business. Section 5.05. Compliance with Laws; Permits. Excepting the markets listed on Schedule 5.05 of the Licensee(s) Schedule, and only to the best knowledge of the Licensee, assuming compliance in all material respects with the Communications Act and FCC Rules by other parties to a Third Party Agreement where and during the time access to the Commercial Spectrum Capacity has been governed by such Third Party Agreement, in respect of all licenses, including those otherwise subject to Third Party Agreements, and assuming that the Third Party Agreement complies in all material respects with the Communications Act and FCC Rules. Licensee (a) has complied in all respects with all federal, state, and local laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to it and its business other than where noncompliance would not, individually or in the aggregate, reasonably be expected to have a Licensee(s) Material Adverse Effect and (b) has all federal, state, and local governmental Permits necessary in the conduct of its business as currently conducted and to own and use its assets in the manner in which such assets are currently owned and used other than where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Licensee(s) Material Adverse Effect, such Permits are in full force and effect, and no violations have been recorded in respect of any such Permit, and no proceeding is pending or, to the best knowledge of Licensee, threatened to revoke or limit any such Permit. Section 5.06. Offering Exemption; Securities Representations. NACEPF and each of the ITF Cluster Licensees hereby represent and warrant the following: (a) Schedule 5.06 sets forth the Licensees that are and those that are not "accredited investors" as this term is defined in Rule 501(a) of Regulation D as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. (b) Excepting that portion of the Equity Royalty to be delivered to a designee of Licensee approved in writing by Clearwire Parent, each Licensee is acquiring the Equity Royalty for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. Each Licensee understands that the Equity Royalty has not been registered under the Securities Act and cannot be sold unless -22-

subsequently registered under the Securities Act or an exemption from such registration is available. (c) Each Licensee is knowledgeable and experienced in the telecommunications industry and is capable of evaluating the risks and merits of the Contemplated Transactions, including the acquisition of the Parent Shares, and making an informed decision with respect thereto. Each Licensee acknowledges receipt of Clearwire Parent's Private Placement Memorandum and Supplement thereto (the "Private Placement Memorandum"). Licensee, its officers, and directors have had sufficient opportunity to ask questions of and receive answers from Clearwire Parent concerning the business of Clearwire Parent, its operations, assets and liabilities. Licensee and its representatives have had an opportunity to review all documents and records concerning Clearwire Parent and its business that such Licensee has requested. Each Licensee has conducted its own independent assessment, analysis and investigation with respect to Clearwire Parent and its business at the time of entering into this Agreement and has agreed to enter into this Agreement based solely on this assessment, analysis and investigation, and the representations and warranties of Clearwire set forth in ARTICLE VI hereof. (d) Each Licensee is aware that Clearwire Parent is a speculative enterprise, that certain of the information disclosed to Licensee contains forward looking statements which involve risks and uncertainties, and that Clearwire Parent's actual results may differ significantly from the results discussed in these forward looking statements. Each Licensee further acknowledges that the value of Clearwire Parent's assets is inherently uncertain and is dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Each Licensee represents and warrants to Clearwire Parent that it has assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any representations, warranties, or disclosures of any kind from Clearwire, except as specifically set forth in ARTICLE VI hereof. Section 5.07. Brokers. Neither Licensee nor any of its directors, officers, employees, or representatives has employed any broker or finder in connection with the Contemplated Transactions. NACEPF and ITF Cluster Licensees are solely responsible for all fees payable to D.F. Hadley & Co., Inc. Section 5.08. Knowledge. Any representation, warranty, covenant, obligation, or part thereof that states that it is made to the best knowledge of Licensee is made to its best knowledge after commercially reasonable investigation and includes all facts which it knew or should have known as a result of such investigation, including the best knowledge of Licensee's executive officers and legal counsel after commercially reasonable investigation. ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF CLEARWIRE Except as set forth on a referenced "Schedule" to this ARTICLE VI, Clearwire hereby represents and warrants to Licensees that: -23-

Section 6.01. Organization and Good Standing. Clearwire Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Clearwire is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada. Each has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. Clearwire is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing does not have and would not reasonably be expected to have a Clearwire Material Adverse Effect. Section 6.02. Authorization of Agreement. Each of Clearwire Parent and Clearwire has all requisite corporate power and authority (i) to enter into, deliver and carry out the Contemplated Transactions, each IUA and each other agreement, document, or instrument or certificate contemplated by this Agreement, (ii) to enter into and deliver all documents required or necessary to be executed by it in connection with the consummation of the Contemplated Transactions (collectively the "Clearwire Documents"), and (iii) to consummate the Contemplated Transactions. This Agreement has been and the Clearwire Documents will be when delivered duly and validly executed and delivered by Clearwire and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes and the Clearwire Documents will constitute when delivered the legal, valid and binding obligations of Clearwire, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Section 6.03. Capitalization. (a) As of the date of this Agreement, and without giving effect to the Contemplated Transactions, (i) the authorized capital stock of Clearwire consists of 500,000,000 shares of Class A Common Stock, $0.0001 par value per share (the "Class A Common Stock"). 100,000,000 shares of Class B Common Stock, $0.0001 par value per share ("Class B Common Stock"), and 5,000 shares of Preferred Stock, par value $0.0001 per share ("Preferred Stock"), (ii) there are 173,842,111 shares of Class A Common Stock, 56,072,860 shares of Class B Common Stock and no shares of Preferred Stock issued and outstanding and (iii) no shares of Class A Common Stock, Class B Common Stock or Preferred Stock are held by Clearwire as treasury stock. All of the issued and outstanding shares of Class B Common Stock were duly authorized for issuance and are validly issued, fully paid and non-assessable. (b) As of the date of this Agreement, and without giving effect to the Contemplated Transactions, other than (i) the conversion rights of the Class B Common Stock, (ii) warrants to purchase 56,351,034 shares of Class A Common Stock (the "Warrants"), and (iii) except as set forth on Schedule 6.03(b) of the disclosure schedule attached hereto by Clearwire ("Clearwire Schedule"), there are no existing options, warrants, calls, rights, commitments or -24-

other agreements of any character to which Clearwire Parent is a party and, except as contemplated in the preceding sentence and in the Clearwire Schedule, there are no securities of Clearwire Parent outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Class A Common Stock or other equity securities of Clearwire Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Class A Common Stock or other equity securities of Clearwire Parent. Except as disclosed in the Clearwire Schedule, and except for the Stockholders Agreement and as disclosed in the Private Placement Memorandum and the Registration Rights Agreement, as of the Initial Closing Date Clearwire is not a party to any voting trust or other voting agreement with respect to any of the shares of Class A Common Stock. (c) The authorization, offer, issuance, sale and delivery of the Equity Royalty pursuant to this Agreement and the applicable IUAs has been duly authorized by all requisite corporate action on the part of Clearwire, and the Equity Royalties, when issued, sold and delivered in accordance with this Agreement, will be validly issued and outstanding, and when released to Licensees from escrow, will be fully paid and nonassessable, free of any Liens and not subject to preemptive or similar rights of the other shareholders of Clearwire or others (other than as set forth in the Clearwire Schedule, the Private Placement Memorandum, the Stockholders Agreement, the Debt Warrants or Clearwire' Certificate of Incorporation, as amended). The terms, designations, powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions, of the Class A Common Stock are as stated in Clearwire Parent's Certificate of Incorporation, as amended. Section 6.04. Subsidiaries. Schedule 6.04 hereto sets forth the name of each Subsidiary of Clearwire as of the Initial Closing Date, immediately prior to the occurrence of the Initial Closing, and without giving effect to the Contemplated Transactions ("Subsidiaries") and, with respect to each Subsidiary, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. The outstanding shares of capital stock or equity interests of each such Subsidiary are validly issued, folly paid and nonassessable, and all such shares or other equity interests represented as being owned by Clearwire Parent are owned by it free and clear of any and all Liens, except as set forth in Schedule 6.04. Except as set forth in Schedule 6.04, there is no existing option, warrant, call, commitment or agreement to which any such Subsidiary is a party requiring, and there are no convertible securities of any Subsidiary outstanding which upon conversion would require, the issuance of any additional shares of capital stock or other equity interests of any Subsidiary or other securities convertible into shares of capital stock or other equity interests of any Subsidiary or other equity security of any Subsidiary. Each such Subsidiary is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and is duly qualified to do business and is in good standing under the laws of (i) each jurisdiction in which it owns or leases real property and (ii) each other jurisdiction in which the conduct of its business or the ownership of its assets requires such qualification and where a -25-

failure to be so qualified would have a Clearwire Material Adverse Effect. Each such Subsidiary has all requisite corporate or limited liability company power and authority to own its properties and carry on its business as presently conducted. Section 6.05. No Conflict. (a) Except as set forth on Schedule 6.05(a) of the Clearwire Schedule hereto, neither of the execution and delivery by Clearwire of this Agreement and of the Clearwire Documents, nor the compliance by Clearwire with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the Governing Documents of Clearwire, (ii) conflict with, violate, result in the breach of, or constitute (with or without due notice, lapse of time or both) a default under, result in the acceleration of, create in any Party the rights to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, license, agreement or other obligation to which Clearwire is a party or by which Clearwire or any of its properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any Government Agency by which Clearwire is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, have a Clearwire Material Adverse Effect. (b) Except as set forth in Schedule 6.05(b). no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any Person or Government Agency is required on the part of Clearwire in connection with the execution and delivery of this Agreement or the Clearwire Documents or the compliance by Clearwire with any of the provisions hereof or thereof. Section 6.06. Litigation. Except as would not reasonably be expected to have a materially adverse effect on the ability of Clearwire to close hereunder or as set forth on Schedule 6.06 of the Clearwire Schedule, (a) there is no Proceeding now in progress or pending or, to the knowledge of Clearwire, threatened against Clearwire or the assets or the business of Clearwire and (b) Clearwire is not subject to any order, writ, injunction or decree of any court or other Government Agency. Section 6.07. Compliance with Laws; Permits. Except as provided on Schedule 6.07 of the Clearwire Schedule, Clearwire (a) has complied in all respects with all federal, state, and local laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to it and its business other than where noncompliance would not, individually or in the aggregate, reasonably be expected to have a Clearwire Material Adverse Effect and (b) has all federal, state, and local governmental Permits necessary in the conduct of its business as currently conducted and to own and use its assets in the manner in which such assets are currently owned and used other than where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Clearwire Material Adverse Effect, such Permits are in full force and effect, and no violations have been recorded in respect of any such Permit, and no proceeding is pending or, to the best knowledge of Clearwire, threatened to revoke or limit any such Permit. -26-

Section 6.08. Brokers. Neither Clearwire nor any of its directors, officers, employees or representatives has employed any broker or finder in connection with the Contemplated Transactions. ARTICLE VII. COVENANTS Section 7.01. Consents and Approvals. Clearwire will use its commercially reasonable efforts to obtain, and shall cooperate with each Licensee and assist each Licensee in obtaining, all consents, waivers, amendments, modifications, approvals, authorizations, permits and licenses which are required to be obtained by Clearwire and/or one or more of the Licensees to effectuate this Agreement. Each Licensee will use its respective commercially reasonable efforts to obtain, and shall cooperate with Clearwire and assist Clearwire in obtaining, all consents, waivers, amendments, modifications, approvals, authorizations, permits and licenses which are required to be obtained by Clearwire and/or such Licensee to effectuate this Agreement. Section 7.02. Notice of Breach. Each Licensee shall promptly give Clearwire written notice of any matter that becomes known to such Licensee which such Licensee determines is reasonably likely to constitute a breach of any representation, warranty, agreement or covenant of such Licensees contained in this Agreement. Clearwire and Clearwire Parent shall promptly give the Licensees written notice of any matter that becomes known to them which Clearwire or Clearwire Parent determines is reasonably likely to constitute a breach of any representation, warranty, agreement or covenant of Clearwire or Clearwire Parent contained in this Agreement. Section 7.03. Escrow and Parent Shares. Clearwire covenants that the full number of Parent Shares for the Equity Royalty on Schedule A and adjusted as provided in Section 2.01(b)(iii) from time to time, shall be deposited pursuant to the Escrow Agreement for delivery to the appropriate Licensee or its designees (subject to approval by Clearwire Parent) on the applicable Commencement Date, at which time Clearwire covenants that the Parent Shares shall be fully paid and non-assessable, without restrictions, except as set forth in the legend provided for in Section 7.07. Section 7.04. Maintenance of FCC Qualifications. The provisions of this Section 7.04 apply only to spectrum identified on Schedule A that has not been subject to an IUA. Except as such qualifications may be affected by this Agreement or one or more IUAs entered into pursuant to this Agreement, each Licensee hereby covenants and agrees that it shall maintain all necessary qualifications to hold and to obtain renewal in the ordinary course of any FCC License, subject to Clearwire's obligation to cause Licensee's FCC License to timely meet the substantial service requirement and to comply with FCC Rules in its use and access to the licensed spectrum, as such qualifications may be amended or modified from time to time (individually an "FCC Qualification" and collectively referred to as the "FCC Qualifications"), and further covenants that it shall not knowingly or negligently take any action, or fail to take any action, which action or failure to act creates a material risk that Licensee shall lose any FCC Qualification; provided, that in the event that the FCC or any other legal authority shall at any -27-

time specify new or different qualifications or conditions for the maintenance of any FCC Qualification or shall issue a pronouncement offering a new interpretation of an FCC Qualification, Clearwire shall reimburse on demand Licensee's reasonable expenses of taking such action as are required for Licensee to bring itself and its operations into compliance with such new or different qualifications or conditions; provided, further, that it shall not be deemed a breach of this sentence if a Licensee loses an FCC Qualification as a result, in whole or in part, of an act or omission of Clearwire or any failure of Clearwire to perform its obligations under this Agreement or any IUA. If, at any time, a Licensee fails, or it appears to said Licensee more likely than not that it will fail, to maintain any one or more of its FCC Qualifications with respect to any of its FCC Licenses or its operations pursuant thereto, such Licensee shall give written notice to Clearwire within five (5) days after Licensee becomes actually aware that (i) it no longer maintains such FCC Qualifications or (ii) with the passage of time or upon the occurrence of a future event it will no longer maintain such FCC Qualifications (referred to as a "Disqualification Event"). Each Licensee shall cooperate with reasonable requests of Clearwire made from time to time for the purpose of verifying, at Clearwire's expense, that Licensee maintains its FCC Qualifications. Upon the occurrence of a Disqualification Event, the affected Licensee shall, at Clearwire's expense, promptly undertake all reasonable actions to obtain, to the extent permitted by applicable law, a waiver from the FCC regarding the circumstances giving rise to such Disqualification Event or to cure the circumstances giving rise to such Disqualification Event. Section 7.05. Assignment of FCC Licenses. The provisions of this Section 7.05 apply only to spectrum identified on Schedule A that has not been subject to an IUA. Licensee may assign the FCC License to any entity that is eligible under FCC Rules to hold the FCC License, who is reasonably acceptable to Clearwire and who assumes Licensee's prospective obligations under this Agreement, whereupon Licensee shall be forever relieved of such prospective obligations. Clearwire and Licensees agree that it is reasonable for Clearwire to reject a proposed assignee where the proposed assignee or its affiliate competes with Clearwire's offering over EBS or BRS spectrum. In the event that Licensee desires to assign its FCC License to another entity, Licensee shall inform Clearwire in writing of the identity of such entity and within twenty (20) days of such notice Clearwire shall inform Licensee in writing of whether Clearwire consents to such assignment or refuses to consent to such assignment and, if it refuses, the reason(s) it is relying upon for such refusal. Notwithstanding the foregoing, Licensee may, without the prior consent of Clearwire, sell, assign, sublease, delegate or transfer this Agreement or any of its rights or obligations hereunder to any of Licensee's affiliates controlled by or under common control with Licensee. Section 7.06. Other FCC Requirements. In carrying out this Agreement, the Parties will comply at all times with applicable laws, as well as rules and policies of the FCC. The Parties believe that the provisions of this Agreement comply with all current FCC rules and policies, and agree not to express any contrary view to regulatory agencies or the general public. Section 7.07. Legends. Each Licensee hereby consents to the placement of the legends set out in Clearwire Parent's Amended and Restated Stockholders Agreement, dated as of March -28-

16, 2004, on all certificates representing capital stock of Clearwire Parent received by Licensee pursuant to this Agreement. Section 7.08. Fees and Taxes. Until the end of the term of the IUA that is the last to expire, Clearwire shall pay all fees and taxes (now existing or hereafter arising) imposed on Licensees as a result of the licensing, regulation or use of Licensees' EBS Spectrum by Clearwire or Licensees, including, without limitation, any Federal spectrum, USF and/or regulatory fees that may be imposed on EBS Spectrum in the future. Section 7.09. Best Efforts for Duration of Relationship. The Parties acknowledge that there will be many changes in the course of the term of the IUAs in technology, capabilities, and regulatory environment and other relevant areas, and the Parties covenant and agree to act in a cooperative manner to preserve the intent of the relationships reflected in this Agreement to their mutual advantage and to use their commercially reasonable best efforts to maintain that mutual advantage in accordance with the initial intent of the Parties. Section 7.10. Financial Information Covenants and Maintenance of Guarantee. Clearwire Parent and Clearwire covenant and agree to provide the financial and other information required by ARTICLE VIII in a timely fashion. Section 7.11. Build-Out. (a) For those Geographic Markets where (i) Clearwire and its Affiliates have the use of eight or more channels of EBS and/or BRS spectrum with substantially overlapping GSAs, and (ii) Clearwire has entered into an IUA with an EBS Spectrum Group Licensee for EBS spectrum in such Geographic Market (the "Build-out Markets"): (A) Clearwire or its Affiliate shall commence construction of wireless broadband networks with respect to [***] of the EBS spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the earliest Commencement Date of an IUA executed between Clearwire and a Licensee ("First Commencement Date"), (B) Clearwire or its Affiliates shall commence construction of wireless broadband networks with respect to [***] of the EBS spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the First Commencement Date, and (C) Clearwire or its Affiliates shall commence construction of wireless broadband networks with respect to [***] of the EBS Spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the First Commencement Date (such clauses (A), (B) and (C) referred to as the "Build-out Condition"). (b) In each Build-out Market where Clearwire has commenced construction of a wireless broadband network pursuant to Section 7.11(a) above, Clearwire shall deliver wireless broadband service to [***] of the then-current GSA population of each EBS Spectrum Group EBS system within [***] of the completion of the bandplan transition in the local Basic Trading Area and notification of completion per Section 27.1235 of the FCC Rules. For the purpose of this Agreement, population shall be considered to be served by applying the then-current standard set forth in the FCC Rules or policies for substantial service in the EBS service, [*** Confidential Treatment Requested] -29-

or, if the FCC Rules and policies contain no such standard, with reference to coverage maps then employed by Clearwire in the Geographic Market for marketing to prospective customers. (c) The "Build-out Failure Financial Royalty" shall apply when and during the time that: (i) Clearwire is not in compliance with the then-applicable Build-out Condition, or (ii) Clearwire is not in compliance with Section 7.11(b). (d) The Build-out Failure Financial Royalty shall be an amount equal [***] of the applicable Monthly Royalties (adjusted for the Limited CPI Adjustment) due to be paid with respect to the quantity of EBS Spectrum measured in MhzPops for which Clearwire has failed to meet the requirements of Section 7.11(a) and (b) above. (e) The monthly amount of the Build-out Failure Financial Royalty shall be distributed pro-rata to each Licensee which operates an EBS system in a Geographic Market where: (i) the Build-out Condition has not been met, or the Build-out Condition has been met, but the requirement of Section 7.11(b) above has not been met. The amount of Build-out Failure Financial Royalty each such Licensee receives shall be determined pro-rata according to the MHzPops of its EBS Stations meeting the criteria set forth in (i) and/or (ii) above. At the option of the affected Licensee, in lieu of accepting its pro rata share of Build-out Failure Financial Royalty such Licensee may instead accept equivalent Access Royalties and other services in one or more other Geographic Markets served by Clearwire. ARTICLE VIII. INFORMATION SHARING OBLIGATIONS AND CONSULTATION REGARDING ACCESS RIGHT ROYALTIES AND CERTAIN OTHER COVENANTS Section 8.01. Overview of Consultation/Information Exchange Requirements. (a) Guiding Principles. The consultation, governance and information rights and obligations and the related processes for audit contained in this ARTICLE VIII (collectively, the "Ongoing Obligations"), are intended to preserve the benefits to Licensees set forth in Article III and Section 7.11 hereof in light of changes in the wireless broadband environment over a Term of approximately 30 years. By way of example and not limitation, the Parties recognize that changes to the technology or architecture of Cell Sites or Sectors, or to the composition, number or characteristics of Subscribers, could, without accompanying changes to the provisions of Article III result in an adverse impact on the number of Cost-Free Customer Accounts to which a Licensee is entitled or otherwise impair their value in comparison to the anticipated circumstances at the time of execution of this Agreement. As well, it is the intent of the Parties to supply those Licensees which are Clearwire Parent shareholders (or have the right to become Clearwire Parent shareholders) with information as described in Section 8.07. The Ongoing Obligations are intended to facilitate good faith negotiation and resolution of issues arising from changes in circumstances during the Term, but any failure to comply with the Ongoing Obligations is to be addressed through the Dispute Resolution Procedure and shall not give rise to a right to terminate an IUA or this Agreement. [*** Confidential Treatment Requested] -30-

(b) Party Representatives. To facilitate the Ongoing Obligations, the Parties shall designate Party Representatives as provided in this Section 8.01(b) to act as representatives of the Licensees that appoint them hereunder, on the one hand, and Clearwire, on the other hand, with respect to the all matters under this Agreement and in particular with respect to matters governed by Section 8.06. Licensees shall have not less than two representatives, one of whom shall be designated by NACEPF (the "NACEPF Representative") and the other of whom shall be designated by the ITF Cluster (the "ITF Group Representative" and with NACEPF Representative, and any third representative (the "Licensee Representatives"). If so requested, the Licensees other than NACEPF and the ITF Cluster may request, as a group, one additional Licensee Representative to represent their interests. Clearwire shall designate two representatives, at least one of whom shall be an officer of Clearwire Parent and one of whom shall be a Clearwire senior spectrum management executive (who may be the same person) (the "Clearwire Representatives" and with the Licensee Representatives, the "Party Representatives"). The initial Party Representatives shall be the individuals identified on Schedule 8.01 hereto. (c) Relationship Management. To facilitate the management of the relationship between Licensees and Clearwire, the affected Licensees shall be provided with the information disclosure provided for in Section 8.02 through Section 8.05 at the times specified therein. The completeness and accuracy of such information may be evaluated through the audit process set forth in Section 8.06. Clearwire Parent information will be made available in accordance with Section 8.07 to any Licensee which is a shareholder or has the right to become a shareholder of Clearwire Parent. Section 8.02. Capacity Disclosure. (a) Initial Capacity Disclosure. Within thirty (30) days of the later of (i) the commercial launch of a Clearwire Affiliate's broadband wireless system in any Market Area, and (ii) the Commencement Date of an IUA for EBS Spectrum in the Market Area (such later date, the "EBS Relevance Date"), Clearwire shall disclose in writing to the affected Licensees: (1) the total number of EBS and BRS channels Clearwire currently is utilizing for Permitted Uses (as defined in the IUAs) in the Market Area, (2) the number of Cell Sites in the Market Area, and (3) the number of Sectors in the Market Area. The information pursuant to (1) and (2) shall be updated at each Information Sharing Meeting, and the information pursuant to (3) shall be updated as provided in Section 8.02(b) below. (b) Annual Update. By January 31 of each year following the EBS Relevance Date for a Market Area, Clearwire shall disclose in writing to the affected Licensee(s): (1) the number of Sectors in the Market Area, and (2) the number of subscribers in the Market Area served by Clearwire or any of its Affiliates. All information shall be as of December 31 of the previous year. (c) Data Capacity Measurement. On the first and fifth anniversaries of the EBS Relevance Date for a Market Area, and every five years thereafter, Clearwire shall disclose in writing to the affected Licensees the overall data capacity of the network in such Market Area as measured by its average throughput. The average throughput measurement shall be made in -31-

such fashion as shall be agreed by the Party Representatives in consultation with Clearwire engineers and other technical experts prior to such anniversary, using metrics that are as consistent as possible with those utilized at the time of the immediately prior average throughput measurement (with respect to each Market Area on each such anniversary, the "Updated Capacity Disclosure"). Section 8.03. System Information. Within thirty (30) days of the EBS Relevance Date for a Market Area, Clearwire shall disclose in writing to the affected Licensee(s) the system capabilities, services, and feature sets that are generally provided to Clearwire's or its Affiliate's retail customers and wholesalers to mass market customers ("System Service Capabilities"), which information can be provided by reference to Clearwire's website to the extent that it is available to the public there. At such time as System Service Capabilities are changed for any Market Area, Clearwire shall so notify the affected Licensee(s) in writing within 30 days of such change. Clearwire will also provide appropriate supporting information of the change as may be reasonably requested by Licensee. Section 8.04. Preferred Content Provider Information. (a) Within thirty (30) days of the later of the EBS Relevance Date for a Market Area and the date when third-party content is delivered in the Market Area, Clearwire shall disclose to the affected Licensee(s) in writing the system capabilities, and/or service or feature sets that are then being provided to third-party content providers in the Market Area, and a schedule of the charges, if any, for any of the foregoing, together with the basis on which such charges are imposed to demonstrate that the pricing requirements of Section 3.08(b) are being satisfied. Clearwire shall advise the affected Licensee(s) of anticipated changes in the price structure and the effective date of any such change not less than 30 days before such change shall become effective. (b) Clearwire shall disclose in a timely fashion to permit Licensee to make alternative arrangements if Clearwire anticipates that there may be limitations in the network capabilities in a Market Area that could cause Clearwire to restrict the use of capabilities and services pertaining to a Licensee's providing content over the broadband wireless network in that Market Area. Prior to restricting access of Licensee as a result of such limitations, as permitted under Section 3.08, Clearwire shall have disclosed in sufficient detail the scope of such constraints. Clearwire shall promptly advise Licensee if as a result of a change in technology, business practices, customer dynamics, or otherwise, the capacity constraint is dissipated at any time, which would reinstate the obligations of Clearwire under Section 3.08. Section 8.05. Limited Reciprocity Information. Should Clearwire enter into advanced stage negotiations to form a strategic relationship with any entity covered by [***]. it shall promptly notify the Licensee Representatives in writing. Clearwire will use its commercially reasonable best efforts to arrange one or more meetings between NACEPF and the ITF Cluster and any such actual or potential strategic partner [*** Confidential Treatment Requested] -32-

so as to permit discussion of carriage of the networks contemplated under Section 3.09. Clearwire shall use it commercially reasonable best efforts to facilitate negotiations to a successful conclusion. Section 8.06. Consultation Processes. (a) Consultation Process Pertaining to Access Right Royalty Information. As often as necessary, but in no event less than once per calendar quarter, the Licensee Representatives or their designees shall be given access to members of Clearwire's management and/or technical staff to review the process and content of information sharing pursuant to Article VIII, and to address any questions or concerns about the manner, timeliness and completeness of the information received, in addition to questions about its content. (b) Process for Altering Definitions/Formulae to Maintain Integrity of Relationship. At the call of any Party Representative, the Party Representatives shall meet, together with such other employees or advisors as may facilitate such meeting, to discuss concerns over the operation of the formulas and the scope of defined terms as a result of one or more changes in Clearwire's technology and/or business practices that individually or collectively produce a material adverse change to the Access Royalties or other material benefits that some or all of the Licensees receive pursuant to this Agreement, and to determine if a reformation of this Agreement or any or all EBS Spectrum IUAs should be implemented to prevent or reverse such material adverse change(s). (i) The Parties agree to share such information and to provide such technical assistance in collecting and evaluating such information as may be useful or necessary to facilitate the process required by Section 8.06(a) and (b). In connection with such consultation, any Party Representative may propose altering the scope of a term or formula under this Agreement or an IUA ("Reformation Proposal") to achieve the goals set forth in Section 8.01 and to preserve the Licensee benefits set forth Article III or elsewhere in this Agreement. If the Parties agree on the change, they shall take such action as is necessary to amend this Agreement and the applicable IUAs. If the Parties cannot agree on a proposed modification in a timely manner, any Party Representative may invoke the Special Dispute Resolution Procedure identified for this purpose in Section 11.12(d). Any Party Representative may invoke for the first time Special Dispute Resolution Procedure set forth above at any time following the Commencement Date of an IUA between such Parties. (ii) No Party Representative may invoke the Special Dispute Resolution Procedure in support of a Reformation Proposal on the same principal grounds more frequently than every five (5) years during the Term of this Agreement. By way of example but not limitation: no Party Representative's Reformation Proposal justified primarily on Clearwire network technical changes can be pursued through the Special Dispute Resolution Procedure within five (5) years of the immediately preceding Special Dispute Resolution Procedure justified primarily on Clearwire network technical changes. By way of further example and not limitation: no Party's Representative's Reformation Proposal justified primarily on Clearwire's changed business practices can be pursued through the Special Dispute Resolution Procedure -33-

within five (5) years of the immediately preceding Special Dispute Resolution Procedure justified primarily on Clearwire's changed business practices. Section 8.07. Information Access Rights Related to Clearwire Parent. [***] [*** Confidential Treatment Requested] -34-

[***] Section 8.08. Information Audit Rights. (a) Licensees may audit the information provided by Clearwire pursuant to Sections 8.02, 8.03, and 8.04. Licensees' audit will be limited to Clearwire's records and engineering documents that are relevant and sufficient to verify the information provided by Clearwire. No more than once per calendar year for each Market Area, each Licensee may audit one or more metrics reported by Clearwire for that Market Area where an IUA has been executed between Clearwire and Licensee. In the case of metrics that are not specific to Market Areas, but that are company-wide or regional, any member of the EBS Spectrum Group may audit one or more of such metrics reported by Clearwire no more than once per calendar year. Clearwire must provide the underlying source documents within 20 days of a request for audit by a Licensee. (b) The costs incurred by a Licensee in performing an audit under this Section 8.08 shall be borne by the Licensee; provided that, if there is a discrepancy of [***] or more with respect to a particular metric in a Market Area, costs of audit of that metric shall be borne by Clearwire and promptly paid upon submission of an invoice. ARTICLE IX. INDEMNIFICATION Section 9.01. Indemnification [*** Confidential Treatment Requested] -35-

(a) Each Licensee severally shall indemnify Clearwire, its Affiliates, and each of their respective stockholders (other than Licensee(s)), directors, officers, employees, agents, successors and assigns (collectively, the "Clearwire Indemnified Parties") and hold each of the Clearwire Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (i) The failure of any representation or warranty of that Licensee set forth in ARTICLE V hereof, or any representation or warranty contained in any certificate delivered by or on behalf of that Licensee pursuant to this Agreement, to be true and correct as of the dates made; and (ii) The breach of any covenant or other agreement on the part of that Licensee under this Agreement. (b) Clearwire shall indemnify the Licensees, their Affiliates, and each of their respective, agents, successors and assigns (collectively, the "Licensee(s) Indemnified Parties") and hold each of the Licensee(s) Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (i) The failure of any representation or warranty of Clearwire set forth in ARTICLE VI hereof, or any representation or warranty contained in any certificate delivered by or on behalf of Clearwire pursuant to this Agreement, to be true and correct as of the dates made; (ii) The breach of any covenant or other agreement on the part of Clearwire under this Agreement; and (iii) The operation of equipment by, the provision of service by or otherwise related to the activities of Clearwire, any of its Affiliates or any of its sublicensees or resellers including, without limitation, damage to health. Section 9.02. Determination of Damages. As used herein, "Damages" means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person, and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultants' fees, and reasonable attorneys' fees and costs, of every kind and description, contingent or otherwise. For purposes of the above, the amount of Damages in respect of any breach of a representation or warranty shall be determined without regard to any limitation or qualification as to materiality, Licensee(s) Material Adverse Effect, Clearwire Material Adverse Effect, knowledge or similar language set forth in such representation or warranty. Section 9.03. Limitations on Indemnification for Breaches of Representations and Warranties. An indemnifying Party shall not have any liability under Section 9.01(a)(i) or Section 9.0l(b)(i) hereof unless the aggregate amount of Damages to the indemnified Parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of -36-

any representation or warranty to be true and correct or the breach of any covenant, exceeds $10,000 in the aggregate (the "Deductible") and, in such event, the indemnifying Party shall be required to pay the amount of such Damages including those used to compute the Deductible. Section 9.04. Indemnification Procedures (a) In the event that any claim shall be asserted by any Person in respect of which payment may be sought under Section 9.01 hereof (regardless of the Deductible referred to above) (each, a "Claim"), the indemnified Party shall reasonably and promptly cause written notice (a "Claim Notice") of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying Party. The indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder. If the indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, it shall within five (5) days of the delivery of the Claim Notice (or sooner, if the nature of the Claim so requires) notify the indemnified Party of its intent to do so. If the indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, fails to notify the indemnified Party of its election as herein provided or contests its obligation to indemnify the indemnified Party for such Damages under this Agreement, the indemnified Party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified Party defends any Claim, then the indemnifying Party shall reimburse the indemnified Party for the expenses of defending such Claim upon submission of periodic bills. If the indemnifying Party shall assume the defense of any Claim, the indemnified Party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying Party if, so requested by the indemnifying Party to participate or in the reasonable opinion of counsel to the indemnified Party, a conflict or potential conflict exists between the indemnified Party and the indemnifying Party that would make such separate representation advisable; and provided, further, that the indemnifying Party shall not be required to pay for more than one such counsel for all indemnified Parties in connection with any Claim. The Parties hereto agree to cooperate fully with each other in connection with the defense, negotiation, or settlement of any such Claim. (b) After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified Party and the indemnifying Party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified Party shall forward to the indemnifying Party notice of any sums due and owing by the indemnifying Party pursuant to this Agreement with respect to such matter. (c) The failure of the indemnified Party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying Party's obligations with -37-

respect thereto except to the extent that the indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. ARTICLE X. TERMINATION Section 10.01. Expiration; Termination. The term of this Agreement begins on the Effective Date and ends on July 31, 2036, unless sooner terminated (the "Term"). Termination of this Agreement pursuant to this Section 10.01 shall terminate all rights and obligations of the Parties hereunder and this Agreement shall become void and have no force or effect. Notwithstanding the foregoing, this Section 10.01 and ARTICLES IX and XI shall survive termination of this Agreement, and no Party shall be relieved from any liability for any breach of any of its covenants or agreements in this Agreement prior to such termination. Section 10.02. Defaults. (a) Any default under, breach of or misrepresentation under the covenants, obligations or representations set out in this Agreement (other than a Payment Default) must be cured within [***] of receipt of written notice thereof from Clearwire, if the defaulting Party is a Licensee, or from a Licensee if the defaulting Party is Clearwire, as long as the defaulting Party commences to cure such default within [***] of receipt of written notice and proceeds with reasonable diligence thereafter, provided, however, that Payment Defaults must be cured within [***] of receipt of notice thereof. In the event that a payment obligation remains unpaid [***] after its original due date, the defaulting Party shall pay interest on the unpaid amount from the original due date until the time of payment equal to the greater of (i) [***] or (ii) a fluctuating rate equal to the Prime Rate as of the original due date plus [***], but in no event exceeding the highest lawful rate of interest that may be charged or collected. Interest shall be due and payable monthly. In addition, if any payment remains unpaid 30 days after its original due date, a penalty equal to [***] of the unpaid amount shall become immediately due and payable. The "Prime Rate" shall be the rate last published in the Wall Street Journal or any similar successor publication as the Prime Rate as of the applicable date. Clearwire's failure to meet the Build-out Condition shall not be deemed a default or Material Failure hereunder. (b) A Licensee shall have the right to withdraw from this Agreement and terminate any IUA to which it is a party upon the occurrence of a Cross Default as provided in Section 1.05. ARTICLE XI. GENERAL PROVISIONS Section 11.01. Payment of Sales, Use or Similar Taxes. Clearwire shall be liable for and shall pay (and shall indemnify and hold harmless the Licensee(s) Indemnified Parties against) all [* * * Confidential Treatment Requested] -38-

sales, use, stamp, documentary, filing, recording, transfer, real estate transfer, registration, duty or similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any taxing authority in connection with the Contemplated Transactions. Section 11.02. Survival of Representations and Warranties. The Parties hereto hereby agree that the representations and warranties contained in this Agreement or in any certificate, document or instrument delivered in connection herewith, shall survive each of the Closings hereunder for a period of [***] from the Initial Closing Date or Subsequent Closing Date with respect to the EBS Spectrum that is subject to such Initial Closing or Subsequent Closing, as applicable, regardless of any investigation made by the Parties hereto. All agreements and covenants contained herein shall survive indefinitely until, by their respective terms, they are no longer operative. Section 11.03. Expenses. Clearwire shall reimburse Licensees for all of Licensees' reasonable out-of-pocket expenses incurred in preparation and negotiation of this Agreement and the term sheet and the IUAs (whether or not the Parties execute this Agreement) and shall reimburse up to [***] for each IUA closed on the Effective Date or within three (3) months of the date of this Agreement and [***] for each IUA closed thereafter. The expenses incurred by Licensees for the negotiation and preparation of all subsequent documents appended to this Agreement and to each IUA, and in connection with any FCC activity or activity to preserve, obtain or renew licenses for EBS Spectrum shall be reimbursed by Clearwire, as long as expenses over $1,000 are approved as to reasonableness by Clearwire in advance. (The amounts due and remaining payable by Clearwire under this Section 11.03 as of any date are sometimes referred to herein as the "Applicable Fee Payments"). Licensees and Clearwire shall otherwise each bear their own expenses except as stated otherwise in any IUA. Section 11.04. Entire Agreement; Amendments and Waivers. This Agreement (including the schedules and exhibits hereto), represents the entire understanding and agreement between the Parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant, or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power, or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Section 11.05. Governing Law. The validity, meaning and effect of this Agreement shall be determined in accordance with the laws of the State of New York applicable to contracts [*** Confidential Treatment Requested] -39-

made and to be performed in that state, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Section 11.06. Table of Contents and Headings. The table of contents and section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement. Section 11.07. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or by overnight courier, or mailed by certified mail, return receipt requested, to the Parties (and shall also be transmitted by facsimile to the Persons receiving copies thereof) at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision): If to Clearwire, to: Clearwire Corporation 5808 Lake Washington Blvd. N.E., Suite 300 Kirkland, WA 98033 Attention: [***] Facsimile No.: [***] With a copy to: Clearwire Corporation 5808 Lake Washington Blvd. N.E., Suite 300 Kirkland, WA 98033 Attention: [***] Facsimile No.: [***] And a copy to: Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101-1688 Attention: [***] Facsimile No.: [***] If to Licensee(s), to: Contact information on Schedule A In either case, with a copy to: Day, Berry & Howard LLP 875 Third Avenue New York, New York 10022 Attention: [***] Facsimile No.: [***] Section 11.08. Publicity. No public release, announcement or other form of publicity concerning this Agreement or the transactions described in this Agreement, shall be issued by [* * * Confidential Treatment Requested] -40-

either Party without the prior consent of the other Party, except as such release or announcement may be required by law, regulation or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall, to the extent possible, allow the other Party reasonable time to comment on such release or announcement in advance of such issuance. The Parties shall use reasonable efforts to consult in good faith with each other with a view to agreeing upon any press release or public announcement relating to the transactions contemplated hereby prior to the consummation thereof. Section 11.09. Severability. If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect. Section 11.10. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Section 11.11. Remedies. The Parties recognize that, in the event that a Party should refuse to perform any provisions of this Agreement, monetary damages alone will not be adequate. The non-defaulting Party shall therefore be entitled, in addition to any other remedies which may be available, including money damages, to obtain specific performance of the terms of this Agreement. Notwithstanding any other provision herein, no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by a Party shall not constitute a waiver of the right to pursue other available remedies at any time. Section 11.12. Dispute Resolution Procedure. (a) General. The Parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, the Parties agree to use the dispute resolution procedures set forth in this Section 11.12 (the "Dispute Resolution Procedures") as their sole means of adjudication with respect to any controversy or claim arising out of or relating to this Agreement or its breach. (b) Dispute Notice. At the written request of any party (a "Dispute Notice") , the Parties to the dispute will within seven business days of the Dispute Notice, appoint knowledgeable, responsible representatives to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend that these negotiations be conducted by business representatives, including at least one senior executive of each party to the dispute. The representatives shall meet and confer, in person or by teleconference, not later than such seventh business day after the date of the Dispute Notice. The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the representatives; provided that, the duration shall not exceed 45 days from the date of the Dispute Notice (an "Action Date") unless extended by mutual written agreement of the Parties setting forth a new Action Date. The Dispute Notice and any extension shall specify the Action Date. The Dispute Notice shall set forth the nature of the dispute, in reasonable detail. Discussion and correspondence -41-

among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, and shall not be admissible in the arbitration described below. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration. If the Parties are unable to resolve any disputes arising under or relating to this Agreement (each a "Dispute") using the process described in this Section 11.12(b) within the time period provided, including without limitation disputes regarding a breach or default under this Agreement, the Parties shall arbitrate such dispute pursuant to the arbitration provisions set forth in Section 11.01(c) and as modified by the Special Arbitration provisions Section 11.01(d) in the case of disputes arising under Section 8.06(b). (c) Arbitration. Any Dispute that has not be resolved within the time period provided for in Section 11.12(b) shall be resolved by a panel of three Arbitrators. The Dispute Notice shall automatically serve as a written notice of a request to submit the Dispute for arbitration if there has not been a resolution of the Dispute by the Action Date, and the Parties agree to submit the Dispute to a panel of three Arbitrators who shall be appointed within 30 days of the Action Date (the "Submission Period"). During the Submission Period, the Parties shall appoint the Arbitrators in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Authority ("AAA"), as modified below. No punitive damages (or any other amount awarded for the purpose of imposing a penalty) will be awarded for a breach of this Agreement. (i) During the Submission Period, the Parties may submit a request for discovery to the Arbitrators, who shall determine whether the scope of the requested discovery is appropriate or useful for the resolution of the Dispute and order the discovery in their discretion; provided that such discovery process shall be concluded not later than 30 days following the submission date (the "Discovery Close Date"). (ii) The arbitration hearing shall be fixed by the Arbitrators to be not sooner than 20 days nor later than 45 days after the Discovery Close Date (the "Hearing Date"). The hearing shall be located at a neutral site as mutually agreed by the Parties, or if the Parties cannot so agree, then the location of the arbitration shall be Boston, Massachusetts, if NACEPF is a party, or Denver, Colorado if NACEPF is not a party. The Federal Rules of Evidence shall apply to the arbitration hearing. The party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each party shall bear the burden of persuasion with respect to its proposal for resolution of the matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. The Arbitrators will have no power or authority, pursuant to the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Section. -42-

(iii) Each party shall be permitted to submit a pre-hearing brief not to exceed 25 pages and such technical supporting material as is necessary or useful, to be submitted to the Arbitrators and the other party not later than 5 days before the Hearing Date, and each party may issue a response thereto not later than 2 days before the Hearing Date. Following the arbitration hearing, each party shall be permitted to submit a post-hearing brief not to exceed 25 pages within 5 days following the Hearing Date and a reply brief within 2 days thereafter (the "Pleading Close Date"). Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section, the Arbitrator shall be replaced pursuant to the rules of the AAA. If an Arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Section and the rules of the AAA. (iv) Within fifteen (15) days after the Pleading Close Date, the Arbitrators will prepare and distribute to the Parties a writing setting forth the Arbitration Panel's reasons for the its determination. The findings and conclusions and the award, if any, shall be deemed to be confidential information of the Parties. Neither party may disclose such information to any third party other than their professional advisors or as required by law or regulations, except in connection with an action to enforce the award. (v) The Arbitrators are instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrators are authorized to issue monetary sanctions against either party if, upon a showing of good cause, such party is unreasonably delaying the proceeding. (vi) Any award rendered by the Arbitrators will be final, conclusive, and binding upon the Parties and any judgment thereon may be entered and enforced in any court of competent jurisdiction. (vii) The non-prevailing party to an arbitration shall pay its own expenses, the fees of each Arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, reasonable attorneys' fees and costs, and expert and witness fees and costs, incurred by the other party to the arbitration. In the case of a decision which partially favors each party, expenses shall be paid as determined by the Arbitrators. In connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitrators, the prevailing party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled. (viii) Notwithstanding anything to the contrary, neither party shall have any obligation to arbitrate claims for injunctive relief, specific performance, or other equitable relief or for the use or unauthorized disclosure of confidential information, as to which either party shall be entitled to seek and obtain relief exclusively from the state or federal courts sitting in Boston, Massachusetts, where NACEPF is a party, and otherwise in Denver, Colorado, and each party hereby irrevocably submits to the jurisdiction of any such court; provided that, any and all claims for damages shall remain subject to arbitration. -43-

(d) Special Arbitration. With respect to any Dispute arising under Section 8.06(b), the Arbitration procedures set forth in Section 11.12(c) shall govern as modified by this Section 11.12(d). (i) During the first 15 days of the Submission Period each of the Parties shall designate an arbitrator and unless the third arbitrator has been selected as provided in the following sentence, the two arbitrators together shall, within 10 days of their appointment, select the third arbitrator who shall be an expert in one of the principal areas that is the subject to the arbitration. If the Parties can agree within the first 15 days of the Submission Period, the third arbitrator shall be a mutually selected individual with substantial experience in the general subject matter of the Dispute (the "Expert"). No arbitrator shall have been employed by either party during the 24 months preceding the hearing date, unless the other party consents. The Expert shall serve as the chair of the panel. (ii) During the Submission Period, each Party shall submit to the each other and the Arbitrators, a description of the Dispute and a proposed resolution, based on the facts known to the party at the time (an "Initial Proposal"). (iii) Following discovery and as a part of the party's brief, each party shall make such adjustments, if any, as the party determines appropriate to the Initial Proposal. (iv) Notwithstanding Section 11.12(c)(vii), in the case of a Special Arbitration, each party shall bear its own expenses and the Parties shall each bear half of the expenses of the arbitration; provided that, the costs and expenses of the prevailing party in any court action to compel arbitration shall be borne by the non-prevailing party as provided in the last clause of Section 11.12(c)(vii). Section 11.13. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Section 11.14. Confidentiality. The terms of this Agreement that are not otherwise required to be disclosed to the FCC in support of the De facto Transfer Application, requests for renewal thereof or notices submitted to the FCC, or as required to be disclosed in filings with the Securities and Exchange Commission or state securities agencies, will be kept strictly confidential by the Parties and their agents, which confidentiality obligation will survive the termination or expiration of this Agreement for a period of [***]. The Parties may make disclosures as required by law, and to employees, shareholders, agents, attorneys and accountants (collectively, "Agents") as required to perform obligations under the Agreement, provided, however, that the Parties will cause all Agents to honor the provisions of this section. In addition, either Party may disclose this Agreement to its Affiliates, strategic partners, actual or potential investors, lenders, acquirers, merger partners, and others whom it deems in good faith to have a need to know such information for purposes of pursuing a transaction or business relationship with it, so long as it secures an enforceable obligation from such third party to limit the use and disclosure of this Agreement as provided herein. The Parties will submit a [*** Confidential Treatment Requested] -44-

confidentiality request to the FCC in the event the FCC seeks from the Parties a copy of this Agreement or any other confidential information regarding its terms. Section 11.15. Non-Disclosure of Shared Information. As used herein, the term "Confidential Information" shall mean all non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices should be understood to be confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving Party; (3) is lawfully received from a third party having rights therein without restriction of third party's or the receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. During the Term, the Parties may supply and/or disclose to each other Confidential Information relating to the business of the other Party. Each item of Confidential Information will be kept confidential by the Parties during the Term and for a period of three (3) years thereafter but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing Party, the receiving Party will not disclose to any entity or person the Confidential Information, or the fact that the Confidential Information has been made available to it, except for disclosures required by law, disclosures authorized by the Party owning the Confidential Information and disclosures made in the context of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. Each person to whom Confidential Information is disclosed must be advised of its confidential nature and must agree to abide by the terms of this section. The provisions of this Section 11.15 and of Section 14 of the IUA represent the entire understanding and agreement of the Parties with respect to the subject matter hereof and thereof and supercede all prior oral or written agreements between the Parties with respect to such subject matter, including, without limitation, all non-disclosure agreements. [THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.] -45-

Each Party has caused this Master Royalty and Use Agreement to be duly executed by its duly authorized officer or representative on the date first above written. CLEARWIRE SPECTRUM HOLDINGS II LLC By: /s/ R. Gerard Salemme ------------------------------------ Name: R. Gerard Salemme Title: EVP CLEARWIRE CORPORATION By: /s/ R. Gerard Salemme ------------------------------------ Name: R. Gerard Salemme Title: EVP LICENSEES CHICAGO INSTRUCTIONAL TECHNOLOGY FOUNDATION, INC. By: /s/ John B. Schwartz ------------------------------------ Name: John B. Schwartz Title: Pres. DENVER AREA EDUCATIONAL TELECOMMUNICATIONS CONSORTIUM, INC. By: /s/ John B. Schwartz ------------------------------------ Name: John B. Schwartz Title: Pres. INSTRUCTIONAL TELECOMMUNICATIONS FOUNDATION, INC. By: /s/ John B. Schwartz ------------------------------------ Name: John B. Schwartz Title: Pres. -46-

NORTH AMERICAN CATHOLIC EDUCATIONAL PROGRAMMING FOUNDATION, INC. By: /s/ John Primeau ------------------------------------ Name: John Primeau Title: Pres. PORTLAND REGIONAL EDUCATIONAL TELECOMMUNICATIONS CORPORATION By: /s/ John B. Schwartz ------------------------------------ Name: John B. Schwartz Title: Pres. TWIN CITIES SCHOOLS' TELECOMMUNICATIONS GROUP, INC. By: /s/ John B. Schwartz ------------------------------------ Name: John B. Schwartz Title: Pres. -47-

EXHIBIT I DEFINITIONS AND INTERPRETATION

EXHIBIT I DEFINITIONS AND INTERPRETATIONS (a) Index of Definitions. Meanings to the following terms are located at the following sections with this Agreement: <TABLE> <S> <C> AAA .................................................... Section 11.12(c) Access Right Royalties ................................. Section 1.02(a) Action Date ............................................ Section 11.12(b) Additional Cost Free Educational Accounts .............. Section 3.04 Affiliate .............................................. Definitions Agents ................................................. Section 11.14 Agreement .............................................. Preamble A-List ................................................. Section 3.10(b)(i) Applicable Fee Payments ................................ Section 11.03 Available .............................................. Section 1.02(b) Basic Cost-Free Education Account ...................... Section 3.03(b) Basic Trading Area ..................................... Definitions Build-out Condition .................................... Section 7.11(a) Build-out Failure Financial Royalty .................... Section 7.11(d) Build-out Markets ...................................... Section 7.11(a) Calculation of Time Period ............................. Definitions Capital Changes ........................................ Section 2.01(b)(iii) Cash Upfront Royalty Deposit ........................... Definitions Cell Site .............................................. Section 3.02(c) Channels ............................................... Recitals CITF ................................................... Preamble Claim .................................................. Section 9.04(a) Class A Common Stock ................................... Section 6.03(a) Class B Common Stock ................................... Section 6.03(a) Clearwire .............................................. Preamble Clearwire Documents .................................... Section 6.02 Clearwire Gone Private Period .......................... Section 8.07(c) Clearwire Indemnified Parties .......................... Section 9.01(a) Clearwire Material Adverse Effect ...................... Definitions Clearwire National Platform ............................ Section 3.02(c) Clearwire Parent ....................................... Preamble Clearwire Private Company Financials ................... Section 8.07(b) Clearwire Representative ............................... Section 8.01(b) </TABLE>

<TABLE> <S> <C> Clearwire Schedule ..................................... Section 6.03(b) Closing Date(s) ........................................ Definitions Collateral Document .................................... Section 1.03(a) Commencement Date ...................................... Section 1.02(a)(i) Commercial Spectrum Capacity ........................... Recitals Communications Act ..................................... Recitals Company Package ........................................ Section 8.07(a) Confidential Information ............................... Section 11.15 Contemplated Transaction ............................... Section 5.02 Cost-Free Educational Account .......................... Section 3.02(b) Cross Default .......................................... Section 1.05(b)(i) DAETC .................................................. Preamble Damages ................................................ Section 9.02 Deductible ............................................. Section 9.03 Default Interest Rate .................................. Definitions [***] Agreement ........................................ Section 1.02(b)(ii) Discovery Closing Date ................................. Section 11.12(c)(i) Dispute ................................................ Section 11.12(b) Dispute Notice ......................................... Section 11.12(b) Dispute Resolution Procedures .......................... Section 11.12(a) Disqualification Event ................................. Section 7.04 EBS .................................................... Recitals EBS Economic Royalties ................................. Section 2.01(a) EBS Relevance Date ..................................... Section 8.02(a) EBS Spectrum Capacity .................................. Section 1.01(a) EBS Spectrum Group ..................................... Preamble Economic Royalty ....................................... Definitions Educational End User ................................... Section 3.02(c) Educational Reservation ................................ Section 3.03(a) Effective Date ......................................... Preamble Equity Royalties ....................................... Definitions Escrow ................................................. Section 2.01(b) Escrow Agent ........................................... Definitions Escrow Agreement ....................................... Section 2.01(b) Exchange Act ........................................... Section 8.07(a) Exhibits/Schedules ..................................... Definitions FCC .................................................... Recitals FCC IUA Approval ....................................... Definitions FCC License ............................................ Recitals FCC Proceedings ........................................ Section 5.04 FCC Qualifications ..................................... Section 7.04 FCC Rules .............................................. Recitals </TABLE> [*** Confidential Treatment Requested] -2-

<TABLE> <S> <C> First Commencement Date ................................ Section 7.11(a) Formula Quantity ....................................... Section 3.04(a)(i) Gender and Number ...................................... Definitions Geographic Market ...................................... Section 1.05(b)(ii) Governing Documents .................................... Definitions Government Agency ...................................... Definitions GSA .................................................... Definitions Hearing Date ........................................... Section 11.12(c)(ii) Herein ................................................. Definitions Including .............................................. Definitions Initial Closing ........................................ Section 4.03(a) Initial Closing Date ................................... Section 4.03(a) ITF .................................................... Preamble ITF Cluster ............................................ Preamble ITF Group Representative ............................... Section 8.01(b) IUA .................................................... Section 1.02(a) Law .................................................... Definitions LBS/UBS Spectrum ....................................... Definitions Licensee ............................................... Preamble Licensee Documents ..................................... Section 5.02 Licensee Representatives ............................... Section 8.01(b) Licensee(s) Indemnified Parties ........................ Section 9.01(b) Licensee(s) Material Adverse Effect .................... Definitions Lien ................................................... Definitions [***] .................................................. Section 3.09(a) LOC Substitution ....................................... Section 1.03(c)(i)(2) Local Channel Ratio .................................... Section 3.04(a)(i) Mandatory SOSC IUAs .................................... Section 3.10(b) Mandatory Strategic Opportunity Spectrum Capacity Right ...................................... Section 3.10(c) Mandatory Thresholds ................................... Section 3.10(c) Market Area ............................................ Section 3.02(c) Material Failure ....................................... Section 1.05(b)(iii) MHzPops ................................................ Recitals Monthly Royalties ...................................... Definitions MRUA-2 Agreement ....................................... Recitals MRUA-2 Sch A ........................................... Recitals MVNO Educational Account ............................... Section 3.05 NACEPF ................................................. Preamble NACEPF Representative .................................. Section 8.01(b) Ongoing Obligations .................................... Section 8.01(a) Other Definitional and Interpretive Matters ............ Definitions Parent Guarantee ....................................... Section 1.03(c)(i) </TABLE> [*** Confidential Treatment Requested] -3-

<TABLE> <S> <C> Parent Shares .......................................... Definitions Party .................................................. Preamble Party Representative ................................... Section 8.01(b) Payment Default ........................................ Definitions Permit ................................................. Definitions Person ................................................. Definitions Pleading Close Date .................................... Section 11.12(c)(iii) Portland Agreement ..................................... Section 1.02(b)(i) Preferred Content Provider ............................. Section 3.08(a) Preferred Stock ........................................ Section 6.03(a) PRETC .................................................. Preamble Price Per Share ........................................ Section 2.02(b) Prime Rate ............................................. Section 10.02(a) Proceeding ............................................. Definitions Qualifying Bank ........................................ Section 1.03(c)(i)(3) Quality Spectrum ....................................... Section 3.10(a) Required IUA ........................................... Section 1.03(c)(i) ROFR ................................................... Section 1.02(c) Sector ................................................. Section 3.02(c) Securities Act ......................................... Definitions Senior Spectrum Manager ................................ Section 3.10(d) Service Affiliate ...................................... Section 1.03(a) Social Welfare Agencies ................................ Section 3.02(c) SOSC ................................................... Section 3.10(a) SOSC Committee ......................................... Section 3.10(d) SOSC Economic Royalties ................................ Section 2.02(a) SOSC Equity Royalties .................................. Section 2.02(b) SOSC IUAs .............................................. Section 3.10(b)(i) Strategic Opportunity Spectrum Capacity ................ Section 3.10(a) Submission Period ...................................... Section 11.12(c) Subsequent Closing ..................................... Section 4.03(b)(i) Subsequent Closing Date ................................ Section 4.03(b)(i) Subsidiaries ........................................... Section 6.04 System Service Capabilities ............................ Section 8.03 TCSTG .................................................. Preamble Tender ................................................. Section 3.10(d) Term ................................................... Section 10.01 Third Party Agreement .................................. Section 1.02(b) Total Consideration .................................... Recitals Unencumbered Spectrum Capacity ......................... Recitals Updated Capacity Disclosure ............................ Section 8.02(c) Upfront Royalty ........................................ Definitions Wire Account ........................................... Section 4.01(a) </TABLE> -4-

(b) Definitions. The following terms have the following meanings throughout this Agreement: "Affiliate" means, with respect to any entity, any other entity that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such first entity, but does not include any entity that directly or indirectly, or through one or more intermediaries, controls Clearwire Parent, or any entity that directly or indirectly, or through one or more intermediaries, is under common control with Clearwire Parent but is not a direct or indirect subsidiary of Clearwire Parent. As used in this definition, "control" (including, with correlative meanings, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). "Basic Trading Area" has the meaning given in the FCC Rules for BRS. "Clearwire Material Adverse Effect" means a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Clearwire, taken as a whole, other than changes affecting the broadband wireless business generally. "Closing Date(s)" means the Initial Closing Date or each Subsequent Closing Date. "De facto Transfer Application" has the meaning set forth in the IUA. "Default Interest Rate" means an interest rate equal to the greater of (i) [***] or (ii) a fluctuating rate equal to the "Prime Rate" as announced from time to time by The Wall Street Journal plus [***], but in no event exceeding the highest lawful rate of interest that may be charged or collected. "Escrow Agent" shall be Wells Fargo Bank N.A. or its Affiliate, including any successor thereto appointed in accordance with the terms of the Escrow Agreement. "Economic Royalty" means the total royalty set forth on Schedule A. "Equity Royalties" means the Initial Closing Equity Royalties and/or the Subsequent Closing Equity Royalties. "FCC IUA Approval" means the grant of de facto transfer of an IUA by the FCC. "Governing Documents" means articles of incorporation, certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or similar governing documents of an entity. [*** Confidential Treatment Requested]

"Government Agency" means any Federal, state or local government or any foreign, national, provincial, or local government, or any governmental, regulatory, legislative, executive, or administrative authority, agency or commission, or any court, tribunal, or judicial body. "GSA" shall have the meaning set forth in the IUA. "Law" means the common law and any federal, provincial, state, local, or foreign statute, law, ordinance, code, rule, regulation, or other requirement or rule of law. "LBS/UBS Spectrum" means lower and/or upper band EBS or BRS spectrum, post-transition, and channels numbered 1, 2 or 3, pre-transition, as defined by the FCC Rules. "Licensee(s) Material Adverse Effect" means a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Licensee(s), taken as a whole, other than changes affecting EBS licensees or the broadband wireless business generally. "Lien" means any lien, pledge, mortgage, deed of trust, security interest, lease, option, right of first refusal, easement, or encumbrance. "Limited CPI Adjustment" shall have the meaning set forth in the IUA. "Monthly Royalties" shall have the meaning set forth in the IUA. "Parent Shares" means shares of Class A Common Stock, par value $0.0001, of Clearwire Corporation. "Payment Default" means the failure to pay an amount due under this Agreement. "Permit" means all permits, licenses, franchises, consents, variances, exemptions, Authorizations and the like issued by Governmental Authorities to or for the benefit of a Party to the Agreement (as the case may be). "Person," whether or not such term is capitalized, means any individual, partnership, firm, corporation, limited liability licensee(s), association, trust, unincorporated organization, or other entity. "Proceeding" means any action, suit, litigation, arbitration proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving any court or other Government Agency or any arbitrator or arbitration panel. "Securities Act" means the Securities Act of 1933, as amended. -2-

"Upfront Royalty" shall have the meaning set forth in the IUA. "Upfront Royalty Deposit" shall have the meaning set forth in the IUA. (c) Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of the Agreement, the following rules of interpretation shall apply: (1) Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. (2) Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. (3) Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. (4) Herein. The words such as "herein." "hereinafter," "hereof," and "hereunder" refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. (5) Including. The word "including" or any variation thereof means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. (d) The Parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. -3-

EXHIBIT II-A FORM OF IUA

EXHIBIT I-A EDUCATIONAL BROADBAND SERVICE LONG TERM DE FACTO TRANSFER INDIVIDUAL USE AGREEMENT THIS Educational Broadband Service Long Term De facto Transfer Individual Use Agreement (the "AGREEMENT") is entered into as of _________, 20_____(1) (the "EFFECTIVE DATE"), by and between __________ ,(2) a __________ (3) (the "LICENSEE"); and Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("CLEARWIRE") (with each of Licensee and Clearwire sometimes referred to individually as "PARTY" and collectively as "PARTIES"). RECITALS: WHEREAS the Licensee is authorized by the Federal Communications Commission ("FCC") under the rules, regulations and published policies of the FCC (as they may be amended, "FCC RULES") to engineer and operate Educational Broadband Service ("EBS") channels 4(including any associated J- or K-Group channels and any channels exchanged for the listed channels, the "CHANNELS") under call sign __________ (the "FCC LICENSE") in the __________ BASIC TRADING AREA")(6); WHEREAS Licensee, Clearwire Corporation, a Delaware corporation ("CLEARWIRE PARENT"), Clearwire and certain other EBS licensees are parties to that certain Master Royalty and Use Agreement, dated ___________ , 2006 (the "MASTER AGREEMENT"), which sets forth certain rights and obligations between the Parties with respect to access to EBS spectrum licensed to Licensee and certain other licensees, including capacity on the Channels; WHEREAS this Agreement is an integral part of the Master Agreement; and WHEREAS the Parties have agreed to enter into this Agreement for Licensee to provide Clearwire with access to the capacity on the Channels, which pursuant to the FCC Rules, can be made available for commercial use, in accordance with the terms and conditions below, and subject to FCC approval. THEN, in consideration of the premises and covenants set forth in this Agreement, and for good and valuable consideration, the sufficiency of which is acknowledged by the Parties' signatures, the Parties agree as follows: ---------- (1) Insert Initial Closing Date or Subsequent Closing Date, as applicable. (2) Insert name of licensee. (3) Insert organizational information on licensee. (4) Insert EBS channel designations. (6) Insert the one or more Basic Trading Areas that host the GSA(s) of the Channels.

1. TERM(7) (A) TERM. Subject to Section 1(b), the term of this Agreement begins on the Effective Date and ends on July 31, 2036 (the "TERM"), unless this Agreement is terminated earlier in accordance with Section 11. Prior to the Commencement Date (as defined below), the provisions of this Agreement which are expressly ineffective before the Commencement Date as well as Sections 3, 4, 7 and 8 shall be ineffective until the Commencement Date, at which time all provisions of this Agreement shall be fully effective. The other provisions in this Agreement shall be effective from the Effective Date and until the termination or expiration of this Agreement. The "COMMENCEMENT DATE" is the day that the FCC grants the De facto Transfer Application. (B) RENEWAL OF FCC LICENSE AND EXTENSION OF AGREEMENT. In the event that the FCC License expires during the Term, this Agreement will also expire at such time unless the FCC License is renewed and FCC authorization for this Agreement is extended. Licensee and Clearwire will cooperate to timely file a renewal application for the FCC License, in conjunction with a request for renewal of the De facto Transfer Authorization for the next FCC License term. Subject to Section 11, this Agreement will continue to apply unless the FCC denies by Final Order any application for renewal of the FCC License or the De facto Transfer Authorization, or the FCC requires the expiration of this Agreement at an earlier time. "Final Order" means an order issued by the FCC that can no longer be appealed. 2. ROYALTY COMPENSATION (A) EQUITY ROYALTY. Pursuant to the Master Agreement,_____ 8 shares of Clearwire Parent Class A Common Stock (as the number of such shares may be adjusted in accordance with the requirements of the Master Agreement, the "EQUITY ROYALTY") have been deposited in escrow (the "ESCROW") for delivery to Licensee pursuant to the terms of an escrow agreement (as it may be or may have been amended or replaced, the "Escrow Agreement") by and among __________ (9) and __________ (10) (as it may be replaced, the "ESCROW AGENT"). Clearwire shall cause the Escrow Agent to deliver the Equity Royalty to Licensee within ten (10) days of the Commencement Date. The Equity Royalty is partial consideration for the execution and delivery of this Agreement by Licensee. In the event that this Agreement is terminated pursuant to Section 11(f) or is otherwise terminated prior to the Commencement Date, the Parent Stock shares shall be released from Escrow and returned to Clearwire Parent with the blank stock powers upon the effective date of such termination. In the event that this Agreement is terminated pursuant to Section 11(g), Licensee shall transfer to Clearwire that number of Equity Royalty shares that have been issued to Licensee pursuant to this Agreement that is equal to the product of the number of Equity Royalty shares issued pursuant to this Agreement (as adjusted ---------- (7) For DAETC IUA, change this heading to "TERM; ADDITION OF CHANNELS" and insert Rider C. (8) Insert number of shares as shown on Schedule A of the Master Agreement, as such number may have been adjusted in accordance with the terms of the Master Agreement for "Capital Changes" as defined and calculated thereunder. (9) Insert names of parties other than escrow agent. (10) Insert name of Escrow Agent. 2

for stock splits, stock combinations and reclassifications between the date of issuance and the return date) and the fraction having as its numerator the number of days between the date of such termination and July 31, 2036 and having as its denominator the number of days between the Effective Date and July 31, 2036. In the event that such product is a fraction, it shall be rounded to the nearest whole share. Promptly after such return, Clearwire shall cause Clearwire Parent to issue a new share certificate for the Equity Royalty shares as are retained by Licensee. Except to the extent expressly required by this Section 2(a), in no event shall Licensee be required to return or refund any portion or the whole of the Equity Royalty notwithstanding any termination of this Agreement and this Section 2(a) shall survive the termination of this Agreement.(11) (B) UPFRONT ROYALTY.(12) (C) MONTHLY ROYALTIES. Within five (5) business days following the Commencement Date and by the first day of each month thereafter throughout the Term, Clearwire will pay Licensee a monthly royalty (as it may be adjusted pursuant to Section 2(c)(i) and (ii), the "MONTHLY ROYALTIES") as shown in the following table. The Monthly Royalty due for any partial calendar month, at the commencement of the Commencement Date or expiration of the Term, shall be prorated. If the FCC grant of the De facto Transfer Authorization is stayed by the FCC or by any Federal court on appeal of the FCC's grant, and such stay precludes the provision of the capacity of the Channels during its effective period, no Monthly Royalties shall be paid during the period of that legal incapacity, and for any period of such incapacity that lasts for less than a full calendar month, the Monthly Royalty for that month shall be pro rated. <TABLE> <CAPTION> YEAR IN WHICH ROYALTY IS PAID MONTHLY ROYALTIES (13) ----------------------------- ---------------------- <S> <C> 2006-2010 $__________ 2011-2015 $__________ 2016-2020 $__________ 2021-2025 $__________ 2026-2030 $__________ 2031-2036 $__________ </TABLE> ---------- (11) This Section 2(a) does not apply to School District IUAs, and should be replaced with the word "RESERVED" in those IUAs. (12) For Instruction Telecommunications Foundation, Inc. and North American Catholic Educational Programming Foundation, Inc. IUAs, insert Rider A for those of its IUAs executed prior to the date that any of its IUAs are granted by the FCC and Rider B for those IUAs executed after the date that any of its IUAs are granted by the FCC. For all other Licensees, insert Rider B. (13) Insert Monthly Royalty as expressed in Schedule A of the Master Agreement. 3

(i) LIMITED CPI ADJUSTMENT. On August 31, 2012 and on each anniversary thereof (August 31, 2012 and each anniversary, an "ADJUSTMENT DATE"), the Monthly Royalties shall be increased by multiplying each Monthly Royalty, as it may have been previously adjusted pursuant to this clause (i), by the sum of (A) one plus (B) the Adjustment Factor, as defined below in this section. [***] "CPI" means The Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, 1984-1986=100 as published by the Bureau of Labor Statistics of the United States Department of Labor; provided, however, in the event that the CPI (or a successor or substitute index) is not available, a similar reliable U.S. governmental or other nonpartisan publication selected by Licensee will be used. (ii) ADJUSTMENT RELATED TO BUILD-OUT. The Monthly Royalties will be adjusted, if required, pursuant to Section 7.11 of the Master Agreement. (D) PREPARATION REIMBURSEMENT. Within ten (10) days after the Effective Date, Clearwire shall reimburse Licensee for the preparation of this Agreement in the amount of __________.(14) This obligation shall apply without regard to whether or not this Agreement is subsequently terminated. (E) PAYMENT RECEIPT ADDRESS. Absent notice of different instructions from Licensee, all cash payments to be paid to Licensee shall be paid by check mailed to the following address, which address may be changed by Licensee by notice to Clearwire: _____________________________________ _____________________________________ _____________________________________ _____________________________________ Attn: ___________________________(15) (F) W-9. Within ten (10) days following the execution of this Agreement, Licensee shall deliver a completed IRS Form W-9 to Clearwire. (G) No Set-Off. All payments of Upfront Royalties, Equity Royalties (16) and Monthly Royalties shall be made without set-off except for a sum that Licensee is finally determined to owe Clearwire by arbitration conducted pursuant to this Agreement. ---------- (14) Insert $1,500 if the Effective Date is on or before September 28, 2006 or $2,500 if the Effective Date is after September 28, 2006. (15) Insert Licensee-provided mailing address. [*** Confidential Treatment Requested] 4

(H) CLEARWIRE PARENT GUARANTEE OR LETTER OF CREDIT. Clearwire shall cause Clearwire Parent to comply with its guarantee and letter of credit obligations set forth in the Master Agreement with respect to this Agreement, and shall not permit Clearwire Parent to repudiate any such guarantee unless it is replaced by a letter of credit issued in compliance with the application provisions of the Master Agreement. Any violation of this Section 2(h) constitutes a material default of this Agreement. (I) INTEREST ON OVERDUE AMOUNTS. Clearwire shall pay interest to Licensee on all payments owed under this Agreement more than thirty (30) days in arrears, accruing from the original payment due date and continuing until payment of the amount due, in an amount equal to the greater of (i) ten (10) percent or (ii) a fluctuating rate equal to the "Prime Rate" as announced from time to time by The Wall Street Journal plus [***] percent, but in no event exceeding the highest lawful rate of interest that may be charged or collected (the "DEFAULT INTEREST RATE"). Accrued interest shall be due and payable monthly. In addition, for payments owed under this Agreement thirty (30) days or more in arrears, a penalty equal to [***] percent of the payment owed shall be immediately due and payable. 3. EXCLUSIVE NEGOTIATION PERIOD For a time period beginning [***] Licensee will negotiate in good faith exclusively with Clearwire about a possible renewal of this Agreement. During such period, Licensee and its agents and advisors will not discuss or solicit other opportunities to enable third parties to make use of the Channels. 4. FREQUENCY BAND TRANSITION The Channels covered by this Agreement either have been or will be subject to relocation to different frequencies and/or to different technical characteristics in accordance with a transition plan adopted in accordance with the FCC Rules promulgated in WT Docket No. 03-66 (the "TRANSITION"). In the event that the Transition is not complete, the remaining provisions of this Section 4 shall be effective and, otherwise, shall be ineffective. Clearwire and Licensee will cooperate in the Transition in accordance with FCC Rules, to facilitate Clearwire's and Licensee's use of the Channels, consistent with this Agreement. To the extent that, after the Commencement Date, the FCC allows Licensee to participate in selecting the entity initiating and/or overseeing the Transition of the Channels (the "PROPONENT"), then Licensee will designate and otherwise reasonably promote Clearwire or its designee as Proponent or co-Proponent and otherwise support Clearwire's interests in the means and outcome of the Transition to the extent permitted by FCC Rules and consistent with Licensee's Transition rights thereunder and interests hereunder and after expiration or termination of this Agreement; provided, however, if Licensee is obligated by any other agreement relating to other channels in the market to promote some other party as Proponent or co-Proponent, Licensee's equally qualified support for both Clearwire and such other party shall fully satisfy Licensee's obligations in this sentence. Licensee will consult with Clearwire before adopting, consenting to, or otherwise agreeing to any change of frequencies or characteristics of the Channels after the Commencement Date other than those changes specified by FCC Rules. After the ---------- (16) Delete ", Equity Royalty" from School District IUAs. [* * * Confidential Treatment Requested] 5

Commencement Date, Licensee will use its commercially reasonable efforts to make Clearwire aware of and to seek the permission of meeting participants to allow Clearwire to participate in its scheduled meetings with the Proponent to the extent they concern Transition of the Channels to channel plans required or allowed as an outcome of the FCC's transition proceedings, provided that Licensee is aware sufficiently in advance of the meeting that it will involve that subject matter. In any event, Licensee will provide Clearwire with a summary report of any meetings or discussions with such third persons occurring after the Commencement Date in which Clearwire was not invited to participate. In the event that neither Clearwire nor any third party initiates and/or completes the Transition of the Channels within the time frames specified by the FCC, Licensee may, at its sole option, avail itself of any "self-transition" rights made available pursuant to FCC Rules. Licensee's reasonable costs of such self-transition will be paid and/or reimbursed by Clearwire in their entirety. 5. CAPACITY REQUIREMENTS AND USES; CERTAIN LICENSEE ACCESS RIGHT ROYALTIES (A) Clearwire Capacity. On and after the Commencement Date, subject to FCC Rules and the restrictions imposed thereby, Clearwire will have the right to use all of the capacity of the Channels other than Licensee's Reserved Capacity, the Access Right Royalties and Licensee's other rights and benefits granted by this Agreement or the Master Agreement ("CLEARWIRE CAPACITY") and, subject to FCC Rules and the power of the FCC to control the radio frequency spectrum, Licensee shall not use Clearwire Capacity or enter into any agreement to allow any third party to use Clearwire Capacity other than as may be contemplated by this Agreement. (B) Licensee's Reserved Capacity. AS USED IN THIS AGREEMENT, "Licensee's Reserved Capacity" MEANS: (i) Prior to the Commencement Date, all of the Capacity of the Channels. (ii) From the Commencement Date until sixty (60) days after Licensee receives a notice from Clearwire that Clearwire intends to utilize the capacity of the Channels, the lesser of one Channel and that number of Channels Licensee used during the last regular school session immediately preceding the Effective Date (the "LEGACY RESERVATION"), which Licensee may use to provide services that further the educational mission of accredited schools ("LICENSEE'S CAPACITY"). Licensee's operations pursuant to Section 5(b)(i) and (ii) are solely in furtherance of Licensee's educational charter and are not intended for the benefit of Clearwire or conducted in exchange for any royalties or other consideration. (iii) After the later of the Commencement Date and the date that any one or more of the Channels is engineered to operate in any digital modulation (the "LEGACY STOP DATE"), in respect of Licensee's educational reservation covering the five percent (5%) educational spectrum capacity currently required by the FCC Rules pertaining to the FCC Licenses (the "EDUCATIONAL RESERVATION"), Licensee shall be permitted to utilize the Educational Reservation in such locations served by the Clearwire National Platform on a 6

full time basis as Licensee desires for its operations. Clearwire and Licensee shall at all times comply with applicable FCC Rules. Clearwire may not use the Educational Reservation. In the event that the Parties cannot agree on the application of any new rule or interpretation regarding the Educational Reservation in their circumstances, the Parties shall jointly approach the FCC for clarification in a timely fashion and, to the extent the matter remains unresolved thereafter, shall settle the matter by applying the Dispute Resolution Procedures. (C) [***] (D) SECTION 27.1214(E) AMENDMENTS. To the extent required under Section 27.1214(e) of FCC Rules, on the date that is [***] after the Effective Date and every [***] thereafter during the Term, Licensee shall have a period of sixty (60) days to request a review of its minimum educational use requirements, in which event and at which time the Parties shall negotiate in good faith an amendment to this Agreement that accommodates any bona fide changes in educational needs, technology and other relevant factors. Any such amendment shall provide, among other terms and conditions agreed to by the Parties: (i) with respect to Licensee and any Educational End Users (defined below) for whom Clearwire has provided an Educational Account, Clearwire shall make available any equipment, services or software upgrades that Clearwire makes generally available to Clearwire's retail customers subscribing to the same tier of service in the Market Area over Broadband Radio Service or EBS facilities; (ii) to the extent such amendment materially increases Clearwire's monthly costs either to operate its leased capacity or to meet Licensee's changed educational use requirements, whether or not such costs will be offset by a reduction in the Monthly Royalties for the remainder of the Term, a refund in an amount to be agreed upon by both Parties, or both; (iii) Clearwire may accommodate changes in Licensee's Reserved Capacity through any reasonable means available so as to avoid disruption to the advanced wireless services provided by Clearwire; and (iv) Clearwire shall not be required to accommodate changes in Licensee's Reserved Capacity in a manner that has a negative economic impact on Clearwire or Clearwire's commercial operations under the Agreement. The adjustments set forth in this subsection shall be in addition to, and not in lieu of, adjustments set forth in other portions of this Agreement or the Master Agreement. Neither Party shall have any obligation to enter into any amendment pursuant to this Section. (E) CHANNEL SWAPPING; COSTS. [Clearwire may not require Licensee to swap Channels, by assignment of FCC License, sublicensing or otherwise, without the prior written consent of Licensee, which Licensee may withhold at its discretion.](17) ---------- (17) Use the bracketed language in all IUAs other than those executed by Instruction Telecommunications Foundation, Inc. or North American Catholic Educational Programming Foundation, Inc. [*** Confidential Treatment Requested] 7

[After the Commencement Date, provided that Clearwire is not in breach of this Agreement, Clearwire shall be permitted to require Licensee to swap all but not less than all of the spectrum authorized by the FCC License for Suitable Replacement Spectrum licensed to one entity (the "SWAP PARTNER") in either the Geographic Market or one different U.S. market without Licensee's consent, provided that Licensee receives the same benefits it would otherwise receive from Clearwire under this Agreement, such swap is reversed at the expiration or termination of this Agreement and Licensee receives assurances reasonably acceptable to Licensee that it will receive back from the Swap Partner within six (6) months after such expiration or termination the same or superior channels and channel rights Licensee provided to the Swap Partner (as reasonably determined by Licensee), without any lien or encumbrance and free of the rights of third parties. Clearwire agrees to bear all costs and expenses associated with the implementation of channel swapping and reversal of the swap, including without limitation the reasonable out-of-pocket costs of Licensee's engineering consultants and attorneys. The foregoing requirements with respect to the reversal of a swap shall survive the expiration or termination of this Agreement, unless termination is caused by Licensee's breach of this Agreement. "SUITABLE REPLACEMENT SPECTRUM" means regular FCC Authorization (and not special, special temporary, experimental or developmental authorization) in Licensee's name and entitling Licensee to use one FCC-defined channel (plus related guardbands, if any) for each FCC-defined channel (and associated guardband segment, if any) provided to the Swap Partner (an "ASSIGNED CHANNEL"), and each such replacement channel (and associated guardband segment, if any) (a "RECEIVED CHANNEL") shall have the following additional characteristics: (1) it is swapped along with the other Channels to a single licensee having the same number of channels; (2) it may not be Broadband Radio Service ("BRS") Channel 1, 2 or 2A; (3) it shall be of an entire EBS channel (e.g., EBS Channel Gl) as defined in FCC Rule 27.5(i) or any successor rule, and not a channel created from parts of FCC-defined channels; (4) Licensee's upper or lower band segment Channels (or, if pre-Transition, Licensee's Channels bearing FCC-assigned numbers 1, 2 or 3) must be replaced with three upper or lower band segment channels (or, if pre-Transition, channels bearing FCC-assigned numbers 1, 2 or 3) that will be contiguous through the post-Transition period; (5) it shall have a FCC-defined geographic service area ("GSA") at least as large as that of the Assigned Channel of like number (e.g., Gl and Dl); (6) its GSA shall include a total estimated population at least as large as the total estimated population within the GSA of the Assigned Channel of like number; (7) if the Received Channel is subject to any Interference Consent(s), those Interference Consent(s) must meet the requirements for classification as Conforming Interference Consents and provide Licensee, after the swap, with the same rights the Licensee would have pursuant to a Conforming Interference Consent as reasonably determined by Licensee; (8) the Received Channel's authorization shall not be subject to any facts or circumstances which Licensee reasonably determines could cause its FCC authorization to be cancelled, forfeited, revoked, subject to cancellation, forfeiture or revocation, or not to be able to transition to its default channel specified in FCC Rule 27.5(i)(2) or any successor rule; (9) the Received Channel shall be free and clear of all liens, encumbrances, and rights of persons (with the exception of third party leases that will not apply after the swap and except agreements permitted under clause (7)); and (10) the Received Channel shall be free of any unusual license conditions not also applicable to the Assigned Channel. Clearwire's right to require Licensee to swap is subject to FCC consent and the consent of the Swap Partner. Notwithstanding the 8

foregoing in this Section 5(e), Licensee shall reasonably consider channel swaps for spectrum that is not Suitable Replacement Spectrum.](18) 6. EQUIPMENT; CONTINUATION OF ACCESS RIGHT ROYALTIES; CONTROL OF OPERATIONS (A) OPERATION AND MAINTENANCE OF EQUIPMENT. Subject to the last sentence of this Section 6(a), prior to the Legacy Stop Date (as defined in Section 5(b)(iii)), Licensee may operate the legacy video transmission equipment currently in place, if any (including replacements thereto), for the Channels (the "EBS EQUIPMENT") at each transmission site (including substituted and additional sites), it being understood that Licensee's operations under this Section 6(a) are solely for Licensee's educational purposes. If Licensee chooses not to operate the transmission equipment currently in place or replacements thereto, then Licensee and Clearwire will cooperate in filing all necessary applications and notices with the FCC to "go dark" and not transmit on the Channels for an allowed period of time or notify the FCC that Licensee has ceased operation. If Clearwire or any of its Affiliates has EBS and/or BRS spectrum operations in the Market Area of the Channels, then Clearwire will operate legacy video for Licensee at Clearwire's expense until the earlier of the Legacy Stop Date and the end of the Transition. (B) MAINTENANCE OF LEGACY EQUIPMENT. Subject to the last sentence of Section 6(a), while operating a video system for Licensee's educational purposes under Section 6(a), it is Licensee's responsibility to operate and maintain its video equipment. (C) EQUIPMENT PURCHASE OR LEASE OPTION; TAIL SERVICES AND EQUIPMENT. (i) Subject to subsection (ii) below, in the event this Agreement expires or is terminated for any reason other than a default by Licensee, Licensee shall have the option, upon giving notice to Clearwire within thirty (30) days of such expiration or termination (the "PURCHASE OPTION PERIOD"), to purchase the whole or any part as determined by Licensee of transmission and reception equipment (not including any tower rights) then in operation that is used to transmit Licensee's Reserved Capacity on the Channels, whether such equipment is dedicated entirely to Licensee's Reserved Capacity or shared (the "LICENSEE'S SPECIFIED EQUIPMENT"), or equivalent equipment. The price for such equipment shall be equal to the lesser of the (x) [***] ---------- (18) Use bracketed language only in Instruction Telecommunications Foundation, Inc. and North American Catholic Educational Programming Foundation, Inc. IUAs. [*** Confidential Treatment Requested] 9

[***] (ii) If Licensee notifies Clearwire of its desire to acquire Licensee's Specified Equipment and Additional Equipment-Related Features, in lieu of selling the Licensee's Specified Equipment and Additional Equipment-Related Features to Licensee as specified in subsection (i) above, Clearwire shall have the option instead to lease such to Licensee for an initial term of one year, renewable annually at the option of Licensee for as many as nine (9) one-year renewal terms. During the period of such lease, Clearwire shall have the right to share the use of Licensee's Specified Equipment and Additional Equipment-Related Features, so long as such sharing does not diminish the utility to Licensee. The monthly amount payable by Licensee to Clearwire to lease these items shall be the lesser of: (x) [***] of fair market value of the Licensee's Specified Equipment and Additional Equipment-Related Features at the commencement of the initial lease term, and (y) Clearwire's [***] of leasing Licensee's Specified Equipment and Additional Equipment-Related Features to Licensee. (iii) For the purposes of this Section 6(c), determinations of fair market value shall be made by an independent engineering firm selected by Licensee and subject to approval by Clearwire, and the cost of reaching such determination shall be shared equally by parties. [* * * Confidential Treatment Requested] 10

(iv) For a period of [***] after the expiration or termination of this Agreement, unless termination resulted from Licensee's breach of this Agreement, Licensee shall have the right to continue to receive the same in-kind facilities, services and benefits Licensee received during the Term, including each of the Access Right Royalties under Section 7, on the most favorable terms and conditions, including price, as Clearwire or any of its Affiliates offers such Access Right Royalties, or services and equipment substantially similar thereto. When Clearwire provides Licensee with the price and other terms for the Access Right Royalties under this paragraph, Clearwire will also provide an officer's certificate certifying that such pricing and other terms meet the requirements of this Section 6(c) and are the MFN Price. The provisions of this Section 6(c) shall survive the expiration or termination of this Agreement for any cause, unless termination is caused by Licensee's breach of this Agreement. (D) OPERATION OF FACILITIES ON THE CHANNELS TO MEET SUBSTANTIAL SERVICE REQUIREMENTS. In addition to the foregoing, Clearwire, at its expense, will construct, operate and maintain facilities for the Channels that provide operating transmission and coverage capability sufficient to satisfy minimum build-out, operational, service or performance requirements applicable to the Channels or which must be satisfied to avoid a reduction in Channels or their capacity, including substantial service standards, all as required or prescribed under then-applicable FCC Rules. Without limiting the generality of the foregoing, Clearwire shall have constructed and maintained in service such facilities operating on the Channels as are needed to qualify for a "safe harbor" under the FCC Rule 27.14(e)(l)(ii) and/or 27.14(e)(2), as they may be amended from time to time, or any other applicable "safe harbor" as may be reasonably acceptable to Licensee, so that Licensee would qualify for at least one of such "safe harbors" on [***] substantial service showing deadline of FCC Rule 27.14(e) had been advanced to [***] and Clearwire shall continue to maintain such facilities in service between [***] and the later of [***] and such date to which the FCC may extend the substantial service showing deadline so as to ensure that the FCC finds that Licensee has met the substantial service requirement under FCC Rule 27.14(e). In the event that the FCC by Final Order effective prior to [***] extends the substantial service showing date beyond [***], then the [***] deadline shall be extended to the date that is sixteen (16) months before such extended date. In the event that Clearwire determines that it may not satisfy the [***], and if, by [***], Clearwire demonstrates to Licensee's reasonable satisfaction that Clearwire will meet the [***] deadline if this deadline is extended to [***], then this deadline shall be extended to [***] by written notice from Licensee to Clearwire. In the event that (i) Clearwire elects to make such demonstration by [***], and Licensee informs Clearwire that Licensee is not reasonably satisfied that Clearwire will meet the [***] if the deadline for it is extended to [***], or (ii) Clearwire does not make such a demonstration by [***], Clearwire shall be in material breach of this Agreement and Clearwire shall have a cure period to meet the [***] that ends on [***], notwithstanding any longer cure period or requirement for breach notice for non-payment breaches provided by Section 11(c). If Clearwire fails to meet the [***] by the end of that thirty (30) day cure period, Licensee shall have the right to terminate this Agreement or to build such facilities as qualify for a "safe harbor" under Section 27.14(e) of FCC Rules, and Clearwire shall reimburse Licensee's reasonable costs of doing so. In the event Clearwire makes such [*** Confidential Treatment Requested] 11

demonstration to Licensee's reasonable satisfaction, but fails to satisfy the [***], such failure shall constitute a material breach by Clearwire, for which there shall be no requirement of breach notice or opportunity to cure notwithstanding Section 11(c), and Licensee shall have the right to terminate this Agreement or to build such facilities as qualify for a "safe harbor" under Section 27.14(e) of FCC Rules, and Clearwire shall reimburse Licensee's reasonable costs of doing so. (E) CONTROL OVER OPERATIONS. On and after the Commencement Date, Clearwire shall exercise such day-to-day operational control over operations on the Channels as permitted by FCC Rules pertaining to de facto transfer agreements under its secondary markets rules; provided, however, that Licensee shall retain such powers of oversight and control as are needed to ensure compliance with standards of conduct for which Licensee remains accountable to the FCC or as otherwise reserved by this Agreement. In the event (A) Licensee becomes aware of an on-going violation or repeated violations by Clearwire of the Communications Act or the FCC Rules governing its use or Licensee's use of the Channels (collectively, the "Governing Rules"), or any other violation of the Governing Rules that might adversely affect Licensee's rights in the License, might impose unreimbursed liability on Licensee as licensee of the Channels or might cause the FCC to revoke, cancel, rescind or materially adversely modify the De facto Transfer Authorization and (B) after Licensee gives notice to Clearwire of such violations), Clearwire does not immediately, in the case of an on-going violation, begin to cure such violation and fully effect such cure within thirty (30) days or such period that the FCC may specifically impose, and in the case of repeated violations, take steps to prevent such violations in the future and fully effect such steps within thirty (30) days or such period that the FCC may specifically impose, such that the violation does not re-occur, Licensee shall be entitled to take action to force Clearwire to immediately cease such violation(s), immediately comply with the Governing Rules and take such preventative steps, all at Clearwire's expense, and including the right to immediately seek injunctive relief, and in each case without first giving Clearwire any further notice or awaiting any further cure period. 7. ACCESS RIGHT ROYALTIES Clearwire shall provide the access right royalties described in this Section 7 (the "ACCESS RIGHT ROYALTIES") from and after the later of the Commencement Date and the first commercial launch by Clearwire of its wireless services on the Channels or other EBBS or BRS channels in the Geographic Market of the Channels. (A) COST-FREE EDUCATIONAL ACCOUNTS. Included in the Access Right Royalties provided to Licensee, Licensee shall be entitled to Cost-Free Educational Accounts in respect of the Educational Reservation and the Additional Cost-Free Educational Accounts as provided in this Section 7. (i) Educational Reservation Basic Cost-Free Educational Accounts. A. In respect of Licensee's educational reservation covering the [***] educational spectrum capacity currently required by the FCC Rules pertaining to the FCC Licenses (the "EDUCATIONAL RESERVATION"), Licensee shall be permitted to utilize the Educational Reservation in such locations served by the [*** Confidential Treatment Requested] 12

Clearwire National Platform on a full time basis as Licensee desires for its operations. Clearwire and Licensee shall at all times comply with applicable FCC Rules. Clearwire may not use the Educational Reservation. In the event that the Parties cannot agree on the application of any new rule or interpretation regarding the Educational Reservation in their circumstances, the Parties shall jointly approach the FCC for clarification in a timely fashion and, to the extent the matter remains unresolved thereafter, shall settle the matter by applying the Dispute Resolution Procedures. B. Initially, Clearwire shall provide Licensee [***] Cost-Free Educational Account per Cell Site in the Market Area (each a "BASIC COST-FREE EDUCATION ACCOUNT"). The number of Cost-Free Educational Accounts provided pursuant to this Agreement shall be adjusted upward every [***] proportionate to the growth of the overall data capacity of Clearwire's network in the Market Area of the Channels. The growth (if any) in the overall data capacity shall be determined as set forth in Section 20(b)(iii). (B) ADDITIONAL COST-FREE EDUCATIONAL ACCOUNTS. In addition to, and not in lieu of, the Cost-Free Educational Accounts provided to Licensee by Clearwire pursuant to the Educational Reservation as set forth in Section 7(a), Clearwire shall provide Licensee with additional Cost-Free Educational Accounts in the number computed in accordance with this Section 7(b) (the "ADDITIONAL COST-FREE EDUCATIONAL ACCOUNTS"). (i) Number and Periodic Adjustment. Licensee will have access to additional spectrum capacity on Clearwire's National Platform in the form of Cost-Free Educational Accounts equal to the greater of (X) [***] Cost-Free Educational Accounts per Sector in the Market Area of the Channels and (Y) the quantity of Cost-Free Educational Accounts determined by applying the Formula Quantity. The number of Additional Cost Free Educational Accounts that Clearwire is obligated to provide to Licensee shall be recalculated and revised annually as of January 31 of each calendar year. A. Educational End Users. Cost-Free Educational Accounts shall be exclusively for Educational End Users and not for resale, assignment or transfer by Licensee outside of its Educational End User environment or to persons who cease to be officially associated with such Educational End User. (By way of example, a university may resell the service to its students, faculty, administrators and staff, while such persons are involved with the university, but shall cease to provide the service if a member of the faculty terminates employment or a student graduates and ceases to be involved in university matters.) B. Time of Delivery. The Additional Cost-Free Educational Accounts shall be provided by Clearwire to Licensee pursuant to this Section 7(b) upon the commercial launch of Clearwire's broadband wireless service in the Market Area of the Channels, or the applicable Commencement Date thereof if later. (C) LICENSEE MVNO. [*** Confidential Treatment Requested] 13

(i) In addition to the right to Cost-Free Educational Accounts, Licensee shall have the right to resell the Clearwire service in the form of MVNO Educational Accounts to Educational End Users in the Market Area. An "MVNO EDUCATIONAL ACCOUNT" shall have the identical characteristics as a Cost-Free Educational Account, except that there shall be a charge to Licensee as determined pursuant to this Section 7(c). Clearwire shall sell to Licensee such services, at a cost equal to the lowest wholesale rate provided by Clearwire to an arms-length third party in the Market Area of the Channels or other comparable market pursuant to any applicable agreement. However, the number of MVNO Educational Accounts is limited in such Market Area to twice the number of Cost-Free Educational Accounts for such Market Area. (ii) Mechanics. The resale of Clearwire's services pursuant to this Section 7(c) shall be accomplished pursuant to a standard Clearwire wholesale agreement form revised to be consistent with the terms of this Agreement, which will be provided to Licensee upon its request to resell an MVNO Educational Account to an Educational End User. Such arrangement shall be executed not later than thirty (30) days after the availability of such services. (D) ACCESS TO EDUCATIONAL END USER DEVICES. Clearwire shall also make any end-user equipment used in the Clearwire National Platform available for purchase by Licensee at [***] above Clearwire's cost to acquire such end-user equipment. Equipment provided to Licensee pursuant to this section shall be used solely by Educational End Users and not for resale. (E) SHARING OF FEATURES AND SERVICE SETS. Licensee shall have access to, and full use of, system capabilities, services and feature sets that are generally provided to Clearwire's retail customers or wholesalers to mass market customers. Licensee shall have access to reasonably necessary support made available to Clearwire's commercial customers generally, and that is reasonably necessary for Licensee to offer services to its Educational End Users as contemplated by their agreement. Licensee shall have access to new capabilities, features and service sets within six months of the time that Clearwire makes them available to customers generally, but not earlier than the Commencement Date. (F) ORDERING COST-FREE EDUCATIONAL ACCOUNTS AND ADDITIONAL COST-FREE EDUCATIONAL ACCOUNTS; DELIVERY AND INSTALLATION. Licensee may activate Cost-Free Educational Accounts and Additional Cost-Free Educational Accounts at no cost to Licensee, via submission of a standard Order Form or online ordering to Clearwire, to the extent consistent with the terms of this Agreement. Clearwire will fill each such order within the standard delivery interval by which it activates new service requests for subscribers generally, and shall ship associated user units to Licensee's requested destination or complete installation of user equipment which normally is installed by Clearwire, its Affiliate or a contractor of either of them within the standard installation interval by which it makes new installations of user units. Licensee shall comply with all laws and obtain any necessary governmental permits or approvals, and third party approvals, which are necessary in order for Clearwire to undertake an installation. [*** Confidential Treatment Requested] 14

(G) TERMS OF USE. To the extent not inconsistent with the terms of this Agreement, Licensee's ordering and use of Cost-Free Educational Accounts, the Additional Cost-Free Educational Accounts and MVNO Accounts, and the use of such services by Licensee's users and permitted users, shall be governed by the acceptable use policy and terms of service, and such other policies of general applicability which apply to such services, which are subject to amendment and may be found at http://www.clearwire.com or such other URL as may be designated; provided, however, that financial terms contained in the terms of service shall not apply to such services. In addition to the foregoing policies, but only to the extent not inconsistent with the terms of this Agreement, Clearwire may specify from time to time, in its sole discretion, reasonable and non-discriminatory procedures for the activation, addition, deletion or substitution of services to Licensee, its users and permitted users that do not impose obligations on or detract from the services received by Licensee or its permitted users. (H) EQUIPMENT AND SOFTWARE. For Licensee and any permitted users for whom Clearwire provides services pursuant to this Section 7, Clearwire shall make available any equipment, services or software, including upgrades, that Clearwire makes generally available to Clearwire's or its Affiliate's retail customers subscribing to the same tier of service in the market(s) where it is used over BRS or EBS facilities. In the event that any equipment upgrade involves replacement of equipment, the replaced equipment shall be returned to Clearwire or its designee and title to the replacement equipment shall transfer to Licensee or its designee. (I) TITLE. All equipment provided by Clearwire to Licensee shall be the property of Licensee or its designee(s), free and clear of all liens and encumbrances, when paid in full (if any payment is required). Licensee shall own, and be solely responsible for the maintenance and operation of, all facilities installed at Licensee's locations and receive sites, including the sites of its permitted users, subject to manufacturers' warranties. (J) PREFERRED CONTENT PROVIDER. (i) Scope. In the event that Clearwire provides third party content to customers over its network in the Market Area of the Channels, Licensee may elect to become a "PREFERRED CONTENT PROVIDER" over such network in such Market Area for such duration as Licensee may select. As a Preferred Content Provider, Licensee shall have the same degree of access to, and use of, any system capability, service or feature set that is provided to premium third party content providers. (ii) Service Sets and Features. To the extent that Clearwire's or its Affiliates' most favored program suppliers pay for features and/or service sets, Licensee shall pay an equal amount for equal features and/or service sets to the extent that Licensee elects to utilize them. Licensee agrees that the programming that Licensee supplies to customers through Clearwire's network will be educational in nature. Licensee agrees not to resell Clearwire's network access, features and/or service sets to third parties, except in accordance with Sections 7(b)(i)a, and 7(c). (iii) Capacity Constraints. Clearwire reserves the right to restrict the use of the capabilities and services made available to Licensee as a Preferred Content Provider under this Section 7(j) if such use is no longer commercially and technically feasible due to 15

limitations in network capabilities. Clearwire shall comply with the provisions of this Agreement and the Master Agreement to ensure timely access to information about capacity usage and permit Licensee a reasonable opportunity to secure alternative access. (K) DEFINITIONS. (i) "ADDITIONAL COST-FREE EDUCATIONAL ACCOUNT" is defined in Section 7(b). (ii) "CELL SITE" means a tower, building or other outdoor structure equipped with one or more antennas to serve the surrounding area. (iii) "CLEARWIRE NATIONAL PLATFORM" means all Market Areas and all other areas within the United States where Clearwire and its Affiliates provide comparable services. (iv) "COST-FREE EDUCATIONAL ACCOUNT" means a wireless broadband connection that Clearwire or its affiliate provides to Licensee without charge or expense to Licensee. Cost-Free Educational Accounts shall have the same capacity and characteristics as the highest level of premium mass market retail service provided on Clearwire or its affiliate's network in the market where it is used. Multiple individuals that are associated with an Educational End-User may share the same Cost-Free Educational Account through Wi-Fi hotspots, local area networks, and other means. To the extent not inconsistent with the terms of this Agreement, the Cost-Free Educational Accounts shall be subject to the terms of Clearwire's then generally applicable Acceptable Use Policy. The Cost-Free Educational Accounts shall be fully portable anywhere within the Clearwire National Platform to the extent that Clearwire offers such portability to any customer. (v) "EDUCATIONAL END USERS" or "EEU" shall be only non-profit entities, educational entities and/or Social Welfare Agencies that use the services for their own purposes, provided that Licensees shall not provide such services pursuant to a request-for-proposals (RFP) or other substantially similar commercially competitive opportunities, and Licensees shall not provide such services to any entity if such entity already has an existing business relationship with Clearwire. For this purpose, "SOCIAL WELFARE AGENCIES" includes only (1) those governmental and quasi-governmental agencies and departments that provide as their primary service public welfare assistance services (such as low-income housing, food stamps, or domestic violence services) to the public or (2) correctional institutions that use the service in connection with a written agreement with the Licensee for specific programming content produced or procured by Licensee or with whom Licensee has had a prior written relationship; provided that such programming content is delivered to such correctional institutions without charge or other fees. Social Welfare Agencies shall specifically exclude treasury and revenue services departments, law enforcement agencies, legislatures, the office of the mayor and the military. (vi) "FORMULA QUANTITY" as of any date, is the product, rounded up or down to the nearest whole number, obtained by multiplying: (a) the Local Channel Ratio 16

by (b) [***], and by (c) the number of subscribers served by Clearwire or any of its affiliates in the Market Area of the Channels as of the end of the previous calendar year. In the event that this product is a fraction, it shall be rounded up or down to the nearest whole number. (vii) "GEOGRAPHIC MARKET" means the larger of (A) the area covered by the GSA(s) of the Channels, as amended from time to time, without regard to any subsequent swap affecting the Channels after the Effective Date, and (B) such GSA(s) combined with the area(s) covered by the substantially overlapping GSA(s) of EBS and/or BRS systems which Clearwire or any of its Affiliates have the right to use in that same market. (viii) "LOCAL CHANNEL RATIO" is the fraction obtained by dividing the number of Channels as of the date of the calculation by the total number of EBS and BRS channels in the Market Area of the Channels with substantially overlapping GSAs then used to provide service in such Market Area licensed to or under a use agreement with Clearwire or any of its Affiliates (including those of Licensee) as of that date, in each case determined without multiplying a channel by the number of times it is deployed. (ix) "MARKET AREA" means the network coverage footprint of the network of Clearwire and its Affiliates which includes all or part of the GSA(s) of the Channels in the Geographic Market, based on its build-out engineered for services from time to time once it has commenced commercial operation. (x) "MARKET AREA OF THE CHANNELS" is the Market Area of the Channels as of the Effective Date. (xi) "MVNO ACCOUNTS" means a broadband connection and related Services that Clearwire or its affiliate provides, including such user equipment as Clearwire or its affiliate may provide for such connection services. (xii) "ORDER FORM" is a form which elicits such information as is reasonably required by Clearwire to provide the service, and which does not contain any provision that modifies the service or any provision that is inconsistent with this Agreement. It is agreed that Clearwire Order Forms will be in the form of its standard order forms. (xiii) "SECTOR" means a directional antenna located at a cell site that serves a portion of a Cell Site area. 8. INTERFERENCE CONSENTS Upon advance written notice to Licensee given after the Commencement Date, Clearwire shall have the right to enter into agreements ("INTERFERENCE CONSENTS") allowing third party licensees and operators to operate transmitters that cause greater levels of signal strength within the Licensee's GSA than otherwise is permitted under Part 27 of FCC Rules in order to coordinate Clearwire's operations in Licensee's GSA with those of third parties. This right shall apply only to such Interference Consents ("CONFORMING INTERFERENCE CONSENTS") as (1) by their [*** Confidential Treatment Requested] 17

terms expire upon the earlier of the expiration or termination of this Agreement; (2) do not result in or allow operations as may result in a degradation in the value of the Channels or any impairment of the FCC License for the Channels that is material or will continue beyond the expiration or termination of this Agreement; (3) are limited to terms and conditions providing for fair and reciprocal rights and limitations for and on the operation of Licensee's facilities and the facilities of the other party in connection with system coordination inside Licensee's GSA and at Licensee's GSA boundaries and provisions ancillary thereto, but not channel swapping; (4) do not cede, grant or provide any part of the Licensee's GSA or channel capacity to a third party; (5) do not allow the placement of third party transmitters operating on the frequencies of any of the Channels within the Licensee's GSA, except for transmitters operated pursuant to Special Temporary Authority for not more than a total of 180 days plus a renewal period of not more than 180 days, and in any event ending prior to the expiration or termination of this Agreement; and (6) do not prevent the construction of facilities sufficient to qualify the Licensee for a substantial service safe harbor pursuant to the terms of this Agreement. Third-party rights to use Licensee's GSA or channel capacity other than those matters related above are to be handled in accordance with the assignment or sublicensing provisions of this Agreement. All Interference Consents entered into by Clearwire pursuant to this Section shall provide that the Licensee has the right to require the third party to cease operations that required the Interference Consent to exist upon the expiration or termination of this Agreement, including the right of specific performance of such requirement and the payment by the third party of attorneys' fees in enforcing that right, and that such rights shall not be affected or diminished by any default by Clearwire. Except in connection with a permitted assignment of this Agreement itself, Clearwire shall have no right or power to assign any such Interference Consent, it being understood that Clearwire's rights to enter such Interference Consents is based upon a special relationship with Licensee. Unless termination results from Licensee's material breach of this Agreement, Clearwire shall be responsible for any unreimbursed cost or damages to Licensee as a result of a third party's failure to cease operations upon expiration or termination of the Agreement, and shall pay Licensee's legal fees in connection with enforcement of the Interference Consent. The rights in this paragraph shall survive the expiration or termination of this Agreement for any cause. Clearwire shall not enter into any Interference Consent, or any amendment or supplement thereto, without first giving Licensee and its counsel thirty (30) days advanced written notice or such lesser time as may be required by the exigencies of the situation but no less than ten (10) days (the "NOTICE PERIOD") of Clearwire's intention to enter into the consent, amendment or supplement, along with a complete and unredacted form of the consent, amendment or supplement (and any documents to which it refers) and a statement of the Notice Period applicable thereto. In the event that Clearwire intends to execute an Interference Consent, or any amendment or supplement thereto, that materially or substantively differs from the form previously supplied to Licensee, Clearwire shall once again follow the procedure and requirements of the immediately preceding sentence as though no notice of the document in the prior form had been given. During the Notice Period applicable to any proposed Interference Consent, or any amendment or supplement thereto, Clearwire shall answer questions and entertain comments and suggestions of the Licensee. The failure of Licensee to object to any proposed Interference Consent, or any amendment or supplement thereto, shall not constitute a 18

waiver of this Section 8 or be construed as Licensee's implied endorsement of such proposed consent, amendment or supplement. 9. OTHER APPLICATIONS, APPLICATION COSTS; FEES; DE FACTO TRANSFER AUTHORIZATION APPLICATION (A) APPLICATION PREPARATION. Clearwire will prepare and submit in its name all applications, amendments, petitions, requests for waivers, and other documents necessary for the proper operation of Clearwire Capacity consistent with this Agreement and Licensee's responsibilities as a FCC licensee. Licensee will prepare and submit all applications, amendments, petitions, requests for waivers, and other documents necessary for the modification, maintenance and renewal of the FCC License that, under FCC Rules, may only be filed by Licensee, including any such filings reasonably requested by Clearwire that are consistent with this Agreement and Licensee's responsibilities as a FCC licensee. The Parties will cooperate in the preparation and submission of all applications, amendments, petitions, requests for waivers, and other documents necessary to secure any FCC approval, consent or other action required to effectuate this Agreement, including the substantial service showing required by [***]. In no event shall Licensee be required to make any filing or to take any position before the FCC or other Government Agency that is inconsistent with Licensee's interests or which Licensee believes in good faith may be construed by the FCC or other Government Agency as inconsistent with its responsibilities as a FCC licensee, not submitted in good faith or submitted for a purpose of delay in a proceeding. (B) APPLICATION COSTS. Clearwire will, at its own expense, prepare all applications, notices, certificates, exhibits, consent agreements, approvals or authorizations that Clearwire submits to the FCC or seeks to have Licensee submit to the FCC pursuant to the Agreement. Clearwire will also promptly pay or reimburse Licensee for its reasonable out-of-pocket expenses in connection with the activities requested or required of Licensee by Clearwire under this Agreement, including Licensee's expenses associated with the renewal of any FCC License and with any other filings with, or information requested by, the FCC, or required of Licensee to remain eligible under FCC Rules to provide Clearwire Capacity to Clearwire. (C) FEES AND TAXES. Clearwire will pay any Federal spectrum, federal regulatory, universal service, number portability fees, payphone fees, E911 fees and other fees, charges, assessments, impositions and taxes associated with the FCC License or imposed on Licensee as a result of the licensing, regulation or use of the capacity of the Channels by Licensee or Clearwire including, without limitation, any such fees, charges, assessments, impositions and taxes that may be imposed on or with respect to EBS spectrum or spectrum licenses in the future. Clearwire shall pay all such fees, charges, assessments, impositions and taxes upon receipt of notice from the FCC or taxing authority that such fees are due, or upon receipt of at least thirty (30) days advance written notice from Licensee that such fees or charges are due in the event that notice is not sent to Clearwire by the FCC or such taxing authority. Without limiting the generality of the foregoing, Clearwire shall be liable for and shall pay (and shall indemnify and hold harmless the Licensee Indemnified parties against) all sales, use, stamp, documentary, filing, recording, transfer, real estate transfer, registration, duty or similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any taxing authority in connection with this Agreement. [*** Confidential Treatment Requested] 19

(D) FCC LONG TERM DE FACTO TRANSFER LEASE AND EXTENSION APPLICATIONS. Within ten (10) business days following the execution of this Agreement and prior to consummating the transfer of de facto control of the Channels, the Parties shall cooperate as required to prepare and file with the FCC all forms and related exhibits, certifications and other documents necessary to obtain the FCC's authorization (the "DE FACTO TRANSFER AUTHORIZATION") of the long term de facto transfer caused by this Agreement as set forth in FCC Rule 1.9030(e) as amended from time to time (the "FCC LONG TERM LEASE APPLICATION"). Each Party shall fully cooperate with the other, and do all things reasonably necessary to timely submit, prosecute and defend the FCC Long Term Lease Application, and will promptly file or provide the other Party with all other information which is required to be provided to the FCC in furtherance of efforts to obtain or retain such grant. The Parties shall disclose in the FCC Long Term Lease Application the automatic extension of Clearwire's use rights upon the renewal of the FCC License. The Parties shall include in any FCC License renewal application, or separately request, as necessary, a request to permit Clearwire's use rights for the renewal term of the FCC License, if the Term will continue during any part of such FCC License renewal term. The Parties shall prosecute each such original or renewal application diligently and in good faith, including defending it and the grant thereof against all petitions to deny, informal objections, petitions for reconsideration, applications for review, appeals, writs, requests for stay filed against any such application or its grant, and shall file and prosecute petitions for reconsideration, applications for review, petitions for appeal, notices of appeal, writs of certiorari and associated pleadings challenging any denial of any such application or request. Any fees associated with the filing of the FCC Long Term Lease Application and applications or requests for renewal of the De facto Transfer Authorization, and all costs incurred in preparing, prosecuting or defending any and all petitions for reconsideration, applications for review, appeals, writs, requests for stay and remands of the grant or denial of any such original or renewal application and related pleadings, and for activity (such as oral argument and FCC staff visits) in support thereof, shall be paid by Clearwire. To the extent Licensee is required to file this Agreement with the FCC, the Licensee shall first notify and consult with Clearwire, and will to the extent permitted by the FCC redact all information from the Agreement which Clearwire reasonably designates as confidential including, but not limited to, all payment information. 10. TRANSFERS OR ASSIGNMENTS (A) ASSIGNMENT AND TRANSFER BY CLEARWIRE. Subject to Section 10(c) and (d), [***] and any required FCC consent or authorization, which [***], Clearwire may assign this Agreement to a third party or experience a Transfer of Control; provided, however, that Clearwire shall remain responsible for the performance of the payment obligations of the assignee pursuant to the Agreement, except that Clearwire shall not be responsible for the performance of the payment obligations of those assignees whose creditworthiness is equal to or better than Clearwire's, as measured by each party's respective bond ratings or other comparable measure, and who sign an agreement with, and reasonably acceptable to, Licensee to assume the obligations of Clearwire hereunder. Licensee's consent may be withheld, if, among other things, Clearwire does not covenant in writing in form and substance reasonably acceptable to Licensee to provide or does not demonstrate to Licensee the capability to provide at the time of assignment or Transfer of Control and thereafter the same level of services, features and access to Licensee, including without limitation all of the Access [*** Confidential Treatment Requested] 20

Right Royalties in the Market Area of the Channels, that Clearwire would have provided or been obligated to provide had the Agreement not been assigned, and any such assignment or Transfer of Control without Licensee's consent shall be void and of no force and effect. "TRANSFER OF CONTROL" means a transfer, sale or assignment of equity in Clearwire, or any direct or indirect parent of Clearwire, that would require FCC consent under present provisions of Section 310 of the Communications Act of 1934, as amended, other than (i) a transfer, sale or assignment of equity in Clearwire Parent, a merger of Clearwire Parent or a merger with any of Clearwire Parent's Affiliates even if such transfer otherwise constitutes a transfer of Clearwire or (ii) a transaction in which an entity acquires all or substantially all of the assets of the Clearwire subsidiaries that hold the U.S. assets and operating companies. (B) SUBLICENSING BY CLEARWIRE. Subject to Section 10(d), [***] and any required FCC consent or authorization, [***] Clearwire may sublicense the use of Clearwire Capacity; provided, however, that Clearwire shall remain responsible for the performance of the payment obligations pursuant to this Agreement, except that Clearwire shall not be responsible for the performance of the payment obligations if and to the extent the sublicensee agrees with Licensee by agreement in form and substance reasonably acceptable to Licensee to perform such payment obligations and if the sublicensee's creditworthiness is equal to or better than Clearwire's, as measured by each party's respective bond ratings or other comparable measure. Licensee's consent may be withheld if, among other things, Clearwire does not covenant in writing in form and substance reasonably acceptable to Licensee to provide the same level of services, features and access to Licensee including without limitation all of the Access Right Royalties in the Market Area of the Channels under this Agreement, that it would have provided or been obligated to provide had such Clearwire Capacity not been sublicensed. In the event Clearwire's rights under this Agreement are sublicensed, Licensee may require the sublicensee, at its expense, to provide Licensee with an unconditional stand-by letter of credit issued by a FDIC-member bank organized under the laws of the United States or a State hereof, having capital, surplus and undivided profits of not less than $25,000,000,000, and that has an issuer rating from Moody's Investors Service of A2 or better in the amount of the net present value of the remaining Monthly Royalty payments for the period ending on the tenth (10th) anniversary of the Effective Date discounted at ten percent (10%) annually and recalculated on an annual basis on January 1, which Licensee may draw down one or more times to cure any payment default of such sublicensee hereunder. Such letter of credit shall be in form and substance reasonably acceptable to Licensee. Clearwire may not allow a sublicensee to sublicense the use of Clearwire Capacity to another third party. (C) PERMITTED ASSIGNMENTS BY CLEARWIRE; DISTINCT SERVICE ENTITY. Notwithstanding the foregoing but subject to Section 10(d), Clearwire, with prior notice to Licensee but without the prior consent of Licensee, may: (1) subject to the Guarantee provided under the Master Agreement, assign any of its rights under this Agreement as collateral, provided that Clearwire shall remain responsible for performance of all its obligations under this Agreement and related obligations under the Master Agreement and further provided that the assignment shall be subject to the provisions of Section 9-408(d) of the Uniform Commercial Code (Official Text); and (2) sell, assign, sublease, delegate or transfer this Agreement or any of its rights or obligations hereunder to any of Clearwire's Affiliates or any entity that acquires all or substantially all of the assets of the Clearwire subsidiaries that hold the U.S. assets and [* * * Confidential Treatment Requested] 21

operating companies. In the event that an entity (a "SERVICE ENTITY") other than Clearwire is not the direct provider of any one or more of the Access Right Royalties, within ten (10) days of Licensee's request, Clearwire shall cause such Service Entity to execute and to deliver a written undertaking, in form and substance reasonably acceptable to Licensee, to provide such Access Right Royalties as it may provide in accordance with the provisions of this Agreement applicable thereto, including an assumption of the obligations of Clearwire under Section 7 and to be jointly and severally liable with Clearwire therefore (a "SERVICE ENTITY AGREEMENT"). No Service Entity Agreement shall be deemed to relieve Clearwire of any of its Access Right Royalty obligations hereunder. (D) PRE-COMMENCEMENT DATE RESTRICTIONS. In no event shall Clearwire undertake or experience any assignment, Transfer of Control or sublicensing prior to the Commencement Date. (E) ASSIGNMENT BY LICENSEE. Licensee may assign the FCC License to any entity that is eligible under FCC Rules to hold the FCC License, who is reasonably acceptable to Clearwire and who assumes Licensee's prospective obligations under this Agreement, whereupon Licensee shall be forever relieved of such prospective obligations. If FCC consent to the assignment of the De facto Transfer Authorization is required for the rights of Licensee hereunder to be assigned to such proposed assignee, the Parties shall promptly join with the proposed assignee in seeking such consent and shall cooperate in prosecuting such consent application. Clearwire and Licensee agree that it is reasonable for Clearwire to reject a proposed assignee where the proposed assignee or its affiliate competes with Clearwire's offering over EBS or BRS spectrum. In the event that Licensee desires to assign its FCC License to another entity, Licensee shall inform Clearwire in writing of the identity of such entity and within twenty (20) days of such notice Clearwire shall inform Licensee in writing of whether Clearwire consents to such assignment or refuses to consent to such assignment and, if it refuses, the reason(s) it is relying upon for such refusal. Notwithstanding the foregoing, Licensee may, without the prior consent of Clearwire: (1) assign any of its rights under this Agreement as collateral and (2) sell, assign, sublease, delegate or transfer this Agreement or any of its rights or obligations hereunder to any of Licensee's affiliates controlled by or under common control with Licensee. (F) [***] [*** Confidential Treatment Requested] 22

11. TERMINATION OF AGREEMENT (A) This Agreement will automatically terminate with respect to the FCC License or affected Channel(s) upon the earlier of: (1) the loss or expiration without renewal of the FCC License; or (2) an FCC Final Order revoking, terminating or canceling the FCC License, and in either such event this Agreement shall terminate on the date specified as the expiration, revocation, termination or cancellation date by any order in that proceeding (as that date may have been extended by stay or otherwise) or, in the absence of such specified date, the effective date of the last decision in that proceeding. (B) This Agreement may be terminated by either Party if the other Party fails to cure a payment default under this Agreement within sixty (60) days of receipt of written notice from the non-defaulting Party specifying the payment default. If the non-defaulting party terminates the Agreement within one hundred eighty (180) days of a payment default, the payment default will not be included in the definition of a Cross Default under the Master Agreement. (C) This Agreement may be terminated by either Party after the material breach of a non-payment obligation by the other Party or a material misrepresentation by the [*** Confidential Treatment Requested] 23

other Party and, except as provided in Section 6(d), the failure or refusal of the breaching Party (i) to diligently commence efforts to cure such default with reasonable promptness after receipt of written notice from the non-defaulting Party specifying the default but in no event any later than thirty (30) days after receipt of such notice, or (ii) to diligently continue efforts to cure such default after commencing such efforts, or (iii) to cure such default within one-hundred twenty (120) days of receipt of written notice from the non-defaulting Party specifying the default. In the event of an uncured material breach of a non-payment obligation, Licensee shall have the option, but not the obligation, to cure such breach at Clearwire's expense. A breach by a Service Entity of a Service Entity Agreement (subject to the expiration of applicable cure periods in the Service Entity Agreement, which shall be consistent with those stated in this Agreement) shall be deemed a breach by Clearwire of this Agreement. In the event of a material breach of this Agreement by Licensee prior to the Commencement Date, Clearwire's sole recourse shall be to seek the specific performance of this Agreement by Licensee. (D) This Agreement shall terminate automatically in the event that Licensee elects to withdraw from the Master Agreement incident to a Cross Default, as defined in the Master Agreement. (E) Licensee may terminate this Agreement pursuant to Section 16(b). (F) If the Commencement Date does not occur by the first (1st) anniversary of the Effective Date, thereafter either Party may terminate this Agreement at any time before the Commencement Date by giving written notice of termination to the other Party. (G) In the event that the Commencement Date occurs, but the FCC's grant of the De facto Transfer Authorization is subsequently rescinded and such rescission has become a Final Order, this Agreement shall be deemed terminated on the date specified as the required termination date by any order in that proceeding (as that date may have been extended by stay or otherwise) or, in the absence of such specified date, the effective date of the last decision in that proceeding. (H) In the event of an FCC Final Order denying any application to allow the continuation or renewal of the De facto Transfer Authorization for a portion of the Term, this Agreement shall be deemed terminated on the date specified as the required termination date by any order in that proceeding (as that date may have been extended by stay or otherwise) or, in the absence of such specified date, the effective date of the last decision in that proceeding. (I) The Parties will notify the FCC of the termination of this Agreement with respect to the FCC License or any of the Channels within ten (10) calendar days following the termination. (J) Except as expressly set forth in this Agreement, upon the expiration or termination of this Agreement, each Party will pay its own fees and expenses related to this Agreement and the transactions contemplated herein, and the Parties will have no further liability to each other except by reason of any breach of this Agreement occurring prior to the date of expiration or termination or after such expiration or termination if the breach is of a provision that by its terms survives such expiration or termination. Any termination or expiration of this 24

Agreement, regardless of cause, will not release either Licensee or Clearwire from any liability arising from any breach or violation by that Party of the terms of this Agreement prior to the expiration or termination. The general and procedural provisions of this Agreement, which may be relevant to enforcing the obligations or duties of the Parties, as well as any other provisions that by their terms obligate either party following expiration or termination, will survive the expiration or termination of this Agreement until the obligations or duties are performed or discharged in full. (K) The Parties recognize that, in the event that a Party fails or refuses to perform any provisions of this Agreement, monetary damages alone will not be adequate. The non-defaulting Party shall therefore be entitled, in addition to any other remedies which may be available, including money damages, to obtain specific performance of the terms of this Agreement. Except as expressly set forth in this Agreement no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. Except as expressly set forth in this Agreement, the election of any one or more remedies by a Party shall not constitute a waiver of the right to pursue other available remedies at any time. 12. EXPENSES AND REVENUES All subsequent documents appended to this Agreement, and any FCC activity or activity to preserve, obtain or renew licenses shall be reimbursed by Clearwire, provided that (and except as specified otherwise in this Agreement) expenses in excess of $1,000 are approved as to reasonableness by Clearwire in advance, such approval not to be unreasonably withheld, conditioned or delayed; and provided further that Licensee shall not be required to take any action for which Licensee may request expense reimbursement from Clearwire until the Parties have reached agreement on reimbursement of expenses of Licensee related to such action in excess of $1,000. Except as otherwise provided in this Agreement, each Party will pay its own expenses incident to any amendments or modifications to the Agreement, including, but not limited to, all fees and expenses of their respective legal counsel and any engineering and accounting expenses. Licensee is entitled to none of the revenue generated from the use of the Clearwire Capacity, but only the royalties provided for in this Agreement. 13. COMPETITION Licensee agrees that it will not, during the Term of this Agreement, engage in building, operating, managing or distributing, on a for-profit basis, a wireless broadband network in the Market Area, except as allowed by this Agreement and except for the use of the Educational Reservation and the Access Royalties in compliance with the provisions hereof applicable to such royalties. 25

14. CONFIDENTIALITY AND NON-DISCLOSURE(19) (A) CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT. The terms of this Agreement that are not otherwise required to be disclosed to the FCC in support of the De facto Transfer Application, requests for renewal thereof or notices submitted to the FCC, or as required to be disclosed in filings with the Securities and Exchange Commission or state securities agencies, will be kept strictly confidential by the Parties and their agents, which confidentiality obligation will survive the termination or expiration of this Agreement for a period of two (2) years. The Parties may make disclosures as required by law, and to employees, shareholders, agents, attorneys and accountants (collectively, "AGENTS") as required to perform obligations under the Agreement, provided, however, that the Parties will cause all Agents to honor the provisions of this section. In addition, either Party may disclose this Agreement to its Affiliates, strategic partners, actual or potential investors, lenders, acquirers, merger partners, and others whom it deems in good faith to have a need to know such information for purposes of pursuing a transaction or business relationship with it, so long as it secures an enforceable obligation from such third party to limit the use and disclosure of this Agreement as provided herein. The Parties will submit a confidentiality request to the FCC in the event the FCC seeks from the Parties a copy of this Agreement or any other confidential information regarding its terms. (B) NON-DISCLOSURE OF SHARED INFORMATION. As used herein, the term "Confidential Information" shall mean all non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices should be understood to be confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving Party; (3) is lawfully received from a third party having rights therein without restriction of third party's or the receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. During the Term, the Parties may supply and/or disclose to each other Confidential Information relating to the business of the other Party. Each item of Confidential Information will be kept confidential by the Parties during the Term and for a period of three (3) years thereafter, but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing Party, the receiving Party will not disclose to any entity or person the Confidential Information, or the fact that the Confidential Information has been made available to it, except for disclosures required by law, disclosures authorized by the Party owning the Confidential Information and disclosures made in the context of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. Each person to whom ---------- (19) If the Licensee is a governmental body subject to an open records, sunshine or similar law or regulation that requires Licensee to make information available to the public in an manner or to an extent that would be inconsistent with this Section 14, revise this Section 14 to be consistent with such law or regulation. 26

Confidential Information is disclosed must be advised of its confidential nature and must agree to abide by the terms of this section. 15. ASSUMPTION OF LIABILITIES Neither Party is assuming or will be responsible for any of the other's liabilities or obligations (including but not limited to customer obligations) except as required by the FCC or this Agreement. 16. FCC-MANDATED OBLIGATIONS (A) Licensee and Clearwire are familiar with the FCC Rules affecting secondary markets for spectrum and the provision of EBS, the Communications Act of 1934, as amended ("COMMUNICATIONS ACT"), the Code of Federal Regulations, and all other applicable FCC Rules, and agree to comply with all such laws and regulations. (B) Effective on the Commencement Date, Clearwire assumes primary responsibility for complying with the Communications Act, and any FCC Rules that apply to the Channels and FCC License, and this Agreement may be revoked, cancelled or terminated, in accordance with Section 11, by Licensee or by the FCC if Clearwire materially fails to comply with applicable laws and regulations. (C) Neither Licensee nor Clearwire will represent itself as the legal representative of the other before the FCC or any party, but will cooperate with each other consistent with this Agreement with respect to FCC matters concerning the Licenses and the Channels. (D) If the FCC License is revoked, cancelled, terminated or otherwise ceases to be in effect, Clearwire will have no continuing authority or right to use the Channels unless otherwise authorized by the FCC. (E) This Agreement is not an assignment, sale or transfer of the FCC License itself. (F) This Agreement will not be assigned to any entity that is ineligible or unqualified to enter into a use agreement for the Channels under the FCC Rules. (G) Licensee will not consent to an assignment, subassignment or sublicensing of this secondary market arrangement unless such assignment, subassignment or sublicensing complies with applicable FCC Rules and this Agreement. (H) Licensee and Clearwire must each retain a copy of this Agreement and make it available upon request by the FCC, in accordance with the confidentiality provisions in Section 14. 27

17. LICENSEE'S AUTHORIZATIONS Licensee shall maintain all necessary qualifications to hold and to obtain renewal in the ordinary course of the FCC License subject to Clearwire's obligations under this Agreement, including, without limitation, Clearwire's obligation to cause Licensee's FCC License to timely meet the substantial service requirement, as such qualifications may be amended or modified from time to time (individually an "FCC QUALIFICATION" and collectively referred to as the "FCC QUALIFICATIONS"), and shall not knowingly or negligently take any action, or fail to take any action, which action or failure to act creates a material risk that Licensee shall lose any FCC Qualification; provided, that in the event that the FCC or any other legal authority shall at any time specify new or different qualifications or conditions for the maintenance of any FCC Qualification or shall issue a pronouncement offering a new interpretation of a FCC Qualification, Clearwire shall reimburse on demand Licensee's reasonable expenses of taking such action as are required for Licensee to bring itself and its operations into compliance with such new or different qualifications or conditions and maintaining such compliance; provided, further, that it shall not be deemed a breach of this sentence if Licensee loses a FCC Qualification as a result, in whole or in part, of an act or omission of Clearwire or any failure of Clearwire to perform its obligations under this Agreement. If, at any time, Licensee fails, or it appears to Licensee more likely than not that it will fail, to maintain any one or more of its FCC Qualifications with respect to the License, Licensee shall give written notice to Clearwire within five (5) days after Licensee becomes actually aware that (i) it no longer maintains such FCC Qualifications or (ii) with the passage of time or upon the occurrence of a future event it will no longer maintain such FCC Qualifications (referred to as a "DISQUALIFICATION EVENT"). Licensee shall cooperate with reasonable requests of Clearwire made from time to time for the purpose of verifying, at Clearwire' expense, that Licensee maintains its FCC Qualifications. Upon the occurrence of a Disqualification Event, Licensee shall, at Clearwire's expense, promptly undertake all reasonable actions to obtain, to the extent permitted by applicable law, a waiver from the FCC regarding the circumstances giving rise to such Disqualification Event or to cure the circumstances giving rise to such Disqualification Event. 18. MUTUAL REPRESENTATIONS AND WARRANTIES (A) BY LICENSEE TO CLEARWIRE. Subject to any specific exceptions identified on any schedule to the Master Agreement,(20) Licensee hereby represents and warrants to Clearwire that: (i) Organization and Good Standing. It is a nonprofit corporation duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. It is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires ---------- (20) Delete this clause from School District IUAs. 28

such qualification or authorization, except where the failure to be so qualified, authorized or in good standing does not have and would not reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Licensee, taken as a whole, other than changes affecting the broadband wireless business generally ("LICENSEE MATERIAL ADVERSE EFFECT"). (ii) Authorization of Agreement. It has all requisite corporate power and authority to enter into, deliver and carry out the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by it and (assuming the due authorization, execution and delivery by the other parties hereto) this Agreement constitutes the legal, valid and binding obligations of Licensee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (iii) No Conflict. Except as set forth on the disclosure schedule attached hereto by Licensee (the "LICENSEE SCHEDULE"): A. Neither the execution and delivery by Licensee of this Agreement, nor compliance by Licensee with any of the provisions hereof will (i) conflict with, or result in the breach of, any provision of Licensee's certificate or articles of incorporation or bylaws, (ii) conflict with, violate, result in the breach of, constitute (with or without due notice, lapse of time or both) a default under, result in the acceleration of, create in any party the rights to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, license, agreement or other obligation to which Licensee is a party or by which Licensee or any of its properties or assets is bound or (iii) violate any statute, rule, regulation, order or decree of any Federal, state or local government, or any governmental, regulatory, legislative, executive, or administrative authority, agency or commission, or any court, tribunal, or judicial body ("GOVERNMENT AGENCY") by which Licensee is bound, except in the cases of clauses (ii) and (iii) for such conflicts, violations, breaches, accelerations or defaults as would not, individually or in the aggregate, have a Licensee Material Adverse Effect. B. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person, entity or Government Agency is required on the part of Licensee in connection with the execution and delivery of this Agreement or the compliance by Licensee with any of the provisions hereof, except as contemplated herein. (iv) FCC Licenses. Except as set forth on the disclosure schedule attached hereto by Licensee (the "LICENSEE SCHEDULE"): A. To the best knowledge of Licensee, all information set forth in Schedule A regarding the License is complete and accurate in all material respects, 29

although Licensee makes no representation as to the MHzPops associated with the License. Licensee holds the License free and clear of all any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, transfer restriction, encumbrance or any other restriction or limitation whatsoever except for liens for taxes not then due and payable and generally applicable FCC-imposed restrictions ("Liens"). B. Licensee is authorized, by final order, to hold the FCC License, subject to any pending renewal application listed on the Licensee Schedule. C. To the best knowledge of Licensee, the Licensee Schedule sets forth a true list of interference consents that have been granted by Licensee with respect to any FCC Licenses and that are germane under the two-way rules and would have a material impact on the use of the Channels (excluding routine consents customary in the industry). (v) Litigation. Except as set forth in the Licensee Schedule and other than proceedings of general applicability and those related to market transitions, there is no action, suit, litigation, arbitration proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving any court or other Government Agency or any arbitrator or arbitration panel now in progress or pending or, to the knowledge of Licensee, threatened against Licensee or the assets (including the intellectual property rights) or the business of Licensee, nor to the knowledge of Licensee, does there exist any basis therefore, except for immaterial claims brought against Licensee in the ordinary course of business. Other than orders issued in licensing proceedings which contain no continuing requirements or continuing unusual conditions and Orders which are set forth on the Licensee Schedule, Licensee is not subject to any order, writ, judgment, injunction, decree, stipulation, determination, or award entered by or with any Government Agency. (vi) Compliance with Laws; Permits. To the best knowledge of the Licensee where and during the time access to the Channels currently subject to the FCC License has been governed by a third party agreement (and assuming that the third party agreement and normal conduct by parties pursuant to this type of agreement comply in all material respects with the Communications Act and FCC Rules) and except as provided in the Licensee Schedule, Licensee (a) has complied in all respects with all federal, state, local and foreign laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to it and its business with the Channels other than where noncompliance would not reasonably be expected to have a Licensee Material Adverse Effect and (b) has all federal, state, and local governmental permits, authorizations, approvals, licenses, certificates and consents ("PERMITS") necessary in the conduct of its business as currently conducted with the Channels and to own and use its assets used with the Channels in the manner in which such assets are currently owned and used other than where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Licensee Material Adverse Effect, such Permits are in full force and effect, and no violations have been 30

recorded in respect of any such Permit, and no proceeding is pending or, to the best knowledge of Licensee, threatened to revoke or limit any such Permit. (vii) Offering Exemption: Securities Representations.(21) A. The Licensee Schedule states whether Licensee is or is not an "accredited investors" as this term is defined in Rule 501(a) of Regulation D as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. B. Licensee is acquiring the Equity Royalty for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. Licensee understands that the Equity Royalty has not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. C. Licensee is knowledgeable and experienced in the telecommunications industry and is capable of evaluating the risks and merits of the Equity Royalty, and making an informed decision with respect thereto. Licensee, its officers, and directors have had sufficient opportunity to ask questions of and receive answers from Clearwire concerning the business of Clearwire, its operations, assets and liabilities. Licensee and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that Licensee has requested. Licensee has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement based solely on this assessment, analysis and investigation, and the representations and warranties of Clearwire set forth in this Agreement and the Master Agreement. D. Licensee is aware that Clearwire Parent is a speculative enterprise, that certain of the information disclosed to Licensee contains forward looking statements which involve risks and uncertainties, and that Clearwire Parent's actual results may differ significantly from the results discussed in these forward looking statements. Licensee further acknowledges that the value of Clearwire Parent's assets is inherently uncertain and is dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Licensee represents and warrants to Clearwire that it has assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any representations, warranties, or disclosures of any kind from Clearwire, except as set forth or delivered pursuant to this Agreement or the Master Agreement. (viii) Brokers. Neither Licensee nor any of its directors, officers, employees, or representatives has employed any broker or finder in connection with this ---------- (21) Delete this subsection (viii) from School District IUAs. 31

Agreement other than D.F. Hadley & Co., Inc. Licensee is solely responsible for all fees payable to D.F. Hadley & Co., Inc.(22) (ix) Knowledge. Any representation, warranty, covenant, obligation, or part thereof that states that it is made to the best knowledge of Licensee is made to its best knowledge after commercially reasonable investigation and includes all facts which it knew or should have known as a result of such investigation, including the best knowledge of Licensee's executive officers and legal counsel after commercially reasonable investigation. (B) BY CLEARWIRE TO LICENSEE. Subject to any specific exceptions identified in the Master Agreement, Clearwire hereby represents and warrants to Licensee that: (i) Organization and Good Standing. Clearwire Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Clearwire is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada. Each has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its business as now conducted. Each of Clearwire and Clearwire Parent is duly qualified or authorized to do business as a foreign organization and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing does not have and would not reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Clearwire or Clearwire Parent, taken as a whole, other than changes affecting the broadband wireless business generally ("CLEARWIRE MATERIAL ADVERSE EFFECT"). (ii) Authorization of Agreement. Each of Clearwire Parent and Clearwire has all requisite corporate or limited liability company power and authority (i) to enter into, deliver and carry out this Agreement, and (ii) to enter into and deliver all documents required or necessary to be executed by it in connection with the consummation of this Agreement. This Agreement (assuming the due authorization, execution and delivery by Licensee) constitutes the legal, valid and binding obligations of Clearwire, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Clearwire Parent's obligation to issue the Equity Royalty in the Master Agreement (assuming the due authorization, execution and delivery by the other parties thereto) constitutes the legal, valid and binding obligations of Clearwire Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to ---------- (22) Delete this Subsection (ix) from School District IUAs. 32

enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (iii) Equity Royalty.(23) The authorization, offer, issuance, sale and delivery of the Equity Royalty has been duly authorized by all requisite corporate action on the part of Clearwire Parent, and the Equity Royalty, when issued, sold and delivered in accordance with the Master Agreement and this Agreement, will be validly issued and outstanding, fully paid and nonassessable, free of any Liens and not subject to preemptive or similar rights of the other shareholders of Clearwire Parent or others (other than as set forth in the Stockholders Agreement, as defined in the Master Agreement, or Clearwire Parent's Certificate of Incorporation, as amended). The terms, designations, powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions, of the Class A Common Stock are as stated in the Clearwire Parent's Certificate of Incorporation, as amended. (iv) No Conflict. Neither of the execution and delivery by Clearwire or Clearwire Parent of this Agreement or the Master Agreement, nor the compliance by Clearwire or Clearwire Parent with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the certificate of incorporation, certificate of limited liability company, bylaws or operating agreement of Clearwire or Clearwire Parent, (ii) conflict with, violate, result in the breach of, or constitute (with or without due notice, lapse of time or both) a default under, result in the acceleration of, create in any party the rights to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, license, agreement or other obligation to which Clearwire or Clearwire Parent is a party or by which Clearwire or Clearwire Parent or any of its respective properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any Government Agency by which Clearwire or Clearwire Parent is bound, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, accelerations or defaults as would not, individually or in the aggregate, have a Clearwire Material Adverse Effect. (v) Consents. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person, entity or Government Agency is required on the part of Clearwire or Clearwire Parent in connection with the execution and delivery of this Agreement or the Master Agreement or the compliance by Clearwire or Clearwire Parent with any of the provisions hereof or thereof. (vi) Litigation. Except as would not reasonably be expected to have a materially adverse effect on the ability of Clearwire to execute, deliver and perform this Agreement, or the ability of Clearwire Parent to issue to Equity Royalty, (a) there is no Proceeding now in progress or pending or, to the knowledge of Clearwire, threatened against Clearwire or Clearwire Parent or the assets or the business of Clearwire or Clearwire Parent and (b) neither Clearwire nor Clearwire Parent is subject to any order, ---------- (23) Do not insert this representation in School District IUAs. For these IUAs insert "RESERVED." 33

writ, injunction or decree of any court or other Government Agency other than orders issued in licensing proceedings. (vii) Compliance with Laws; Permits. Each of Clearwire and Clearwire Parent (a) has complied in all respects with all federal, state, and local laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to it and its business other than where noncompliance would not, individually or in the aggregate, reasonably be expected to have a Clearwire Material Adverse Effect and (b) has all federal, state, and local governmental Permits necessary in the conduct of its business as currently conducted and to own and use its assets in the manner in which such assets are currently owned and used other than where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Clearwire Material Adverse Effect, such Permits are in full force and effect, and no violations have been recorded in respect of any such Permit, and no proceeding is pending or, to the best knowledge of Clearwire, threatened to revoke or limit any such Permit. (viii) Brokers. Neither Clearwire nor any of its directors, officers, employees or representatives has employed any broker or finder in connection with this Agreement. 19. INDEMNIFICATION (A) Licensee shall indemnify Clearwire, its Affiliates, and each of their respective stockholders, directors, officers, employees, agents, successors and assigns (collectively, the "CLEARWIRE INDEMNIFIED PARTIES") and hold each of the Clearwire Indemnified parties harmless from and against any and all Damages based upon, attributable to or resulting from: (i) the failure of any representation or warranty of Licensee set forth herein, or any representation or warranty contained in any certificate delivered by or on behalf of Licensee pursuant to this Agreement, to be true and correct as of the dates made; or (ii) the breach of any covenant or other agreement on the part of the Licensee under this Agreement. (B) Clearwire shall indemnify the Licensee, its Affiliates, and each of their respective, agents, successors and assigns (collectively, the "LICENSEE INDEMNIFIED PARTIES") and hold each of the Licensee Indemnified parties harmless from and against any and all Damages based upon, attributable to or resulting from: (i) the failure of any representation or warranty of Clearwire set forth herein, or any representation or warranty contained in any certificate delivered by or on behalf of Clearwire pursuant to this Agreement, to be true and correct as of the dates made; 34

(ii) the breach of any covenant or other agreement on the part of Clearwire under this Agreement; (iii) the operation of equipment by, the provision of service by or otherwise related to the activities of Clearwire, any of its Affiliates or any of its sublicensees or resellers including, without limitation, damage to health; or (iv) any forfeitures or fines levied by the FCC against Licensee, or loss or impairment of the FCC License, arising from Clearwire's act or omission. (C) DETERMINATION OF DAMAGES. As used herein, "DAMAGES" means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person, and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultants' fees, and reasonable attorneys' fees and costs, of every kind and description, contingent or otherwise. For purposes of the above, the amount of Damages in respect of any breach of a representation or warranty shall be determined without regard to any limitation or qualification as to materiality set forth in such representation or warranty. As used in this Agreement, "PERSON," whether or not such term is capitalized, means any individual, partnership, firm, corporation, limited liability licensee(s), association, trust, unincorporated organization, or other entity. (D) INDEMNIFICATION PROCEDURES. (i) In the event that any claim shall be asserted by any Person in respect of which payment may be sought under this Section 19 (each, a "CLAIM"), the indemnified party shall reasonably and promptly cause written notice (a "CLAIM NOTICE") of the assertion of such Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, it shall within five (5) days of delivery of the Claim Notice (or sooner, if the nature of the Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Damages under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if, so requested by the indemnifying party to participate or (ii) in the reasonable 35

opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation, or settlement of any such Claim. (ii) After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter. (iii) The failure of the indemnified party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss and prejudice as a result of such failure. (E) SURVIVAL. Each Party's obligations under this section will survive the expiration or termination of this Agreement. 20. INFORMATION SHARING OBLIGATIONS AND CONSULTATION REGARDING ACCESS RIGHT ROYALTIES AND CERTAIN OTHER COVENANTS (A) OVERVIEW OF CONSULTATION/INFORMATION EXCHANGE REQUIREMENTS. (i) Guiding Principles. The consultation, governance and information rights and obligations and the related processes for audit contained in this Section 20 (collectively, the "ONGOING OBLIGATIONS"), are intended to preserve the benefits to Licensees set forth in this Agreement's Sections 6(c), 7 and Section 2(c)(ii) and Section 7.11 of the Master Agreement hereof in light of changes in the wireless broadband environment over a Term of approximately 30 years. By way of example and not limitation, the Parties recognize that changes to the technology or architecture of Cell Sites or Sectors, or to the composition, number or characteristics of Subscribers, could, without accompanying changes to the provisions of Section 7 result in an adverse impact on the number of Cost-Free Customer Accounts to which Licensee is entitled or otherwise impair their value in comparison to the anticipated circumstances at the time of execution of this Agreement. As well, it is the intent of the Parties to supply Licensee with information as described in Section 20(f) if Licensee owns shares of Clearwire Parent stock pursuant to Section 2 of this Agreement and the related provisions of the Master Agreement. The Ongoing Obligations are intended to facilitate good faith negotiation and resolution of issues arising from changes in circumstances during the Term, but any failure to comply 36

with the Ongoing Obligations is to be addressed through the Dispute Resolution Procedures and shall not give rise to a right to terminate this Agreement. (ii) Party Representatives. To facilitate the Ongoing Obligations, each Party shall designate a party representative as provided in this Section 20(a)(ii) to act as its representative with respect to the all matters under this Agreement and in particular with respect to matters governed by Section 20(e) (the "PARTY REPRESENTATIVES"). Notwithstanding the foregoing in this Section 20(a)(ii), if the rights of Clearwire hereunder at the outset of a negotiation hereunder are held by Clearwire or a Clearwire Affiliate and the rights of Licensee hereunder remain held by the entity that executed this Agreement as the "Licensee" or an Affiliate of that entity, then the appointment of Party Representatives, including the number for each, shall be governed by Section 8.01(b) of the Master Agreement, and if during any negotiations the rights of Clearwire hereunder are not held by Clearwire or a Clearwire Affiliate or the rights of Licensee hereunder are no longer held by the entity that executed this Agreement as the "Licensee" or an Affiliate of that entity, then the appointment of Party Representatives, including the number for each, shall be governed by this Section 20(a)(ii) and the Parties shall promptly make new appointments. (iii) Relationship Management. To facilitate the management of the relationship between Licensee and Clearwire, the Licensee shall be provided with the information disclosure provided for in Section 20(b) through Section 20(e) at the times specified therein. The completeness and accuracy of such information may be evaluated through the audit process set forth in Section 20(g). Clearwire Parent information will be made available in accordance with Section 20(f) if Licensee owns shares of Clearwire Parent stock pursuant to Section 2 of this Agreement and the related provisions of the Master Agreement. (B) CAPACITY DISCLOSURE. (i) Initial Capacity Disclosure. Within thirty (30) days of the later of (i) the commercial launch of a Clearwire Affiliate's broadband wireless system in the Market Area, and (ii) the Commencement Date (such later date, the "EBS RELEVANCE DATE"), Clearwire shall disclose in writing to Licensee: (1) the total number of EBS and BRS channels Clearwire currently is utilizing in the Market Area of the Channels, (2) the number of Cell Sites in such Market Area, and (3) the number of Sectors in such Market Area. The information pursuant to (1) and (2) shall be updated at each Information Sharing Meeting, and the information pursuant to (3) shall be updated as provided in Section 20(b)(ii). (ii) Annual Update. By January 31 of each year following the EBS Relevance Date, Clearwire shall disclose in writing to Licensee: (1) the number of Sectors in such Market Area, and (2) the number of subscribers in such Market Area served by Clearwire or any of its Affiliates. All information shall be as of December 31 of the previous year. (iii) Data Capacity Measurement. On the [***] and [***] anniversaries of the EBS Relevance Date, and every [***] thereafter, Clearwire shall disclose in writing [*** Confidential Treatment Requested] 37

to Licensee the overall data capacity of the network in such Market Area as measured by its average throughput. The average throughput measurement shall be made in such fashion as shall be agreed by the Party Representatives in consultation with Clearwire engineers and other technical experts prior to such anniversary, using metrics that are as consistent as possible with those utilized at the time of the immediately prior average throughput measurement (on each such anniversary, the "UPDATED CAPACITY DISCLOSURE"). (C) SYSTEM INFORMATION. Within thirty (30) days of the EBS Relevance Date, Clearwire shall disclose in writing to Licensee the system capabilities, services, and feature sets that are generally provided to Clearwire's or its Affiliate's retail customers and wholesalers to mass market customers ("SYSTEM SERVICE CAPABILITIES"), which information can be provided by reference to Clearwire's website to the extent that it is available to the public there. At such time as System Service Capabilities are changed for any Market Area, Clearwire shall so notify Licensee in writing within 30 days of such change. Clearwire will also provide appropriate supporting information of the change as may be reasonably requested by Licensee. (D) PREFERRED CONTENT PROVIDER INFORMATION. (i) Within thirty (30) days of the later of the EBS Relevance Date and the date when third-party content is delivered in the Market Area, Clearwire shall disclose to Licensee in writing the system capabilities, and/or service or feature sets that are then being provided to third-party content providers in the Market Area, and a schedule of the charges, if any, for any of the foregoing, together with the basis on which such charges are imposed to demonstrate that the pricing requirements of Section 7(j) are being satisfied. Clearwire shall advise Licensee of anticipated changes in the price structure and the effective date of any such change not less than 30 days before such change shall become effective. (ii) Clearwire shall disclose in a timely fashion to permit Licensee to make alternative arrangements if Clearwire anticipates that there may be limitations in the network capabilities in the Market Area of the Channels that could cause Clearwire to restrict the use of capabilities and services pertaining to a Licensee's providing content over the broadband wireless network in that Market Area. Prior to restricting access of Licensee as a result of such limitations, as permitted under Section 7(j), Clearwire shall have disclosed in sufficient detail the scope of such constraints. Clearwire shall promptly advise Licensee if as a result of a change in technology, business practices, customer dynamics, or otherwise, the capacity constraint is dissipated at any time, which would reinstate the obligations of Clearwire under Section 7(j). (E) CONSULTATION PROCESSES. (i) Consultation Process Pertaining to Access Right Royalty Information. As often as necessary, but in no event less than once per calendar quarter, the Licensee Representatives or their designees shall be given access to members of Clearwire's management and/or technical staff to review the process and content of 38

information sharing pursuant to this Section 20, and to address any questions or concerns about the manner, timeliness and completeness of the information received, in addition to questions about its content. (ii) Process for Altering Definitions/Formulae to Maintain Integrity of Relationship. At the call of any Party Representative, the Party Representatives shall meet, together with such other employees or advisors as may facilitate such meeting, to discuss concerns over the operation of the formulas and the scope of defined terms as a result of one or more changes in Clearwire's technology and/or business practices that individually or collectively produce a material adverse change to the Access Right Royalties or other material benefits that Licensee receives pursuant to this Agreement, and to determine if a reformation of this Agreement should be implemented to prevent or reverse such material adverse change(s). A. The Parties agree to share such information and to provide such technical assistance in collecting and evaluating such information as may be useful or necessary to facilitate the process required by Section 20(e)(i) and (ii). In connection with such consultation, any Party Representative may propose altering the scope of a term or formula under this Agreement (a "REFORMATION PROPOSAL") to achieve the goals set forth in Section 20(a) and to preserve the Licensee benefits set forth Section 7 or elsewhere in this Agreement. If the Parties agree on the change, they shall take such action as is necessary to amend this Agreement. If the Parties cannot agree on a proposed modification in a timely manner, any Party Representative may invoke the Special Dispute Resolution Procedure identified for this purpose in Section 21(d)(xii). Any Party Representative may invoke for the first time Special Dispute Resolution Procedure set forth above at any time following the Commencement Date. B. No Party Representative may invoke the Special Dispute Resolution Procedure in support of a Reformation Proposal on the same principal grounds more frequently than every five (5) years during the Term of this Agreement. By way of example but not limitation: no Party Representative's Reformation Proposal justified primarily on Clearwire network technical changes can be pursued through the Special Dispute Resolution Procedure within five (5) years of the immediately preceding Special Dispute Resolution Procedure justified primarily on Clearwire network technical changes. By way of further example and not limitation: no Party's Representative's Reformation Proposal justified primarily on Clearwire's changed business practices can be pursued through the Special Dispute Resolution Procedure within five (5) years of the immediately preceding Special Dispute Resolution Procedure justified primarily on Clearwire's changed business practices. (F) INFORMATION ACCESS RIGHTS RELATED TO CLEARWIRE PARENT. (i) Access to Information. [***] [*** Confidential Treatment Requested] 39

[***] [*** Confidential Treatment Requested] 40

[***] (G) INFORMATION AUDIT RIGHTS. (i) Licensee may audit the information provided by Clearwire pursuant to Section 20(b), 20(c), and 20(d). Licensee's audit will be limited to Clearwire's records and engineering documents that are relevant and sufficient to verify the information provided by Clearwire. No more than once per calendar year, Licensee may audit one or more metrics reported by Clearwire for the Market Area. Clearwire must provide the underlying source documents within 20 days of a request for audit by a Licensee. (ii) The costs incurred by Licensee in performing an audit under this Section 20(g) shall be borne by the Licensee; provided that, if there is a discrepancy of 5% or more with respect to a particular metric in the Market Area, costs of audit of that metric shall be borne by Clearwire and promptly paid upon submission of an invoice. 21. MISCELLANEOUS (A) LAWS, RULES AND REGULATIONS. This Agreement is subject to all laws, rules, regulations and ordinances relative to, among other things, the subject matter addressed in this Agreement. (B) FORCE MAJEURE. Other than the failure to pay money when required, neither Party will be liable for any nonperformance under this Agreement due to causes beyond its reasonable control that could not have been reasonably anticipated by the non-performing Party and that cannot be reasonably avoided or overcome; provided that the non-performing party gives the other Party prompt written notice of such cause, and in any event, within fifteen (15) calendar days of its discovery. (C) INDEPENDENT PARTIES. None of the provisions of this Agreement will be deemed to constitute a partnership, joint venture, or any other such relationship between the Parties, and neither Clearwire nor Licensee will have any authority to bind the other in any manner. Neither Party will have or hold itself out as having any right, authority or agency to act on behalf of the other Party in any capacity or in any manner, except as may be specifically authorized in this Agreement. [*** Confidential Treatment Requested] 41

(D) DISPUTE RESOLUTION.(24) (i) General. The parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, the Parties agree to use the dispute resolution procedures set forth in this Section 21(d) (the "DISPUTE RESOLUTION PROCEDURES") as their sole means of adjudication with respect to any controversy or claim arising out of or relating to this Agreement or its breach. (ii) Dispute Notice. At the written request of any Party (a "DISPUTE NOTICE"), the Parties to the dispute will within seven business days of the Dispute Notice, appoint knowledgeable, responsible representatives to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend that these negotiations be conducted by business representatives, including at least one senior executive of each Party to the dispute. The representatives shall meet and confer, in person or by teleconference, not later than such seventh business day after the date of the Dispute Notice. The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the representatives; provided that, the duration shall not exceed 45 days from the date of the Dispute Notice (an "ACTION DATE") unless extended by mutual written agreement of the Parties setting forth a new Action Date. The Dispute Notice and any extension shall specify the Action Date. The Dispute Notice shall set forth the nature of the dispute, in reasonable detail. Discussion and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, and shall not be admissible in the arbitration described below. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration. If the Parties are unable to resolve any disputes arising under or relating to this Agreement (each a "DISPUTE") using the process described in this Section 21(d) within the time period provided, including without limitation disputes regarding a breach or default under this Agreement, the Parties shall arbitrate such dispute pursuant to the arbitration provisions set forth in Section 21(d)(iii) and as modified by the Special Arbitration provisions Section 21(d)(xii) in the case of disputes arising under Section 20(e)(ii). (iii) Arbitration. Any Dispute that has not be resolved within the time period provided for in Section 21(d)(ii) shall be resolved by a panel of three Arbitrators. The Dispute Notice shall automatically serve as a written notice of a request to submit the Dispute for arbitration if there has not been a resolution of the Dispute by the Action Date, and the Parties agree to submit the Dispute to a panel of three arbitrators who shall be appointed within 30 days of the Action Date (the "SUBMISSION PERIOD"). During the Submission Period, the Parties shall appoint the arbitrators in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association ("AAA"), as modified below. No punitive damages (or any other amount awarded for the purpose of imposing a penalty) will be awarded for a breach of this Agreement. ---------- (24) If the Licensee is a governmental agency that is required to conduct dispute resolution by other means, substitute the other means for this Section 21(d). 42

(iv) During the Submission Period, the Parties may submit a request for discovery to the arbitrators, who shall determine whether the scope of the requested discovery is appropriate or useful for the resolution of the Dispute and order the discovery in their discretion; provided that such discovery process shall be concluded not later than 30 days following the submission date (the "DISCOVERY CLOSE DATE"). (v) The arbitration hearing shall be fixed by the arbitrators to be not sooner than 20 days nor later than 45 days after the Discovery Close Date (the "HEARING DATE"). The hearing shall be located at a neutral site as mutually agreed by the Parties, or if the Parties cannot so agree, then the location of the arbitration shall be the largest city within the GSA of the Channels(25). The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each Party shall bear the burden of persuasion with respect to its proposal for resolution of the matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. The arbitrators will have no power or authority, pursuant to the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Section. (vi) Each Party shall be permitted to submit a pre-hearing brief not to exceed 25 pages and such technical supporting material as is necessary or useful, to be submitted to the arbitrators and the other Party not later than 5 days before the Hearing Date, and each Party may issue a response thereto not later than 2 days before the Hearing Date. Following the arbitration hearing, each Party shall be permitted to submit a post-hearing brief not to exceed 25 pages within 5 days following the Hearing Date and a reply brief within 2 days thereafter (the "PLEADING CLOSE DATE"). Should an arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section, the arbitrator shall be replaced pursuant to the rules of the AAA. If an arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Section and the rules of the AAA. (vii) Within fifteen (15) days after the Pleading Close Date, the arbitrators will prepare and distribute to the Parties a writing setting forth the arbitration panel's reasons for its determination. The findings and conclusions and the award, if any, shall be deemed to be confidential information of the Parties. Neither Party may disclose such information to any third party other than their professional advisors or as required by law or regulations, except in connection with an action to enforce the award. (viii) The Arbitrators are instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The arbitrators are authorized ---------- (25) For North American Catholic Educational Programming Foundation, Inc. IUAs, substitute "Providence, RI" for "the largest city within the GSA of the Channels" and for the ITF Cluster insert "Boulder, CO." 43

to issue monetary sanctions against either Party if, upon a showing of good cause, such Party is unreasonably delaying the proceeding. (ix) Any award rendered by the arbitrators will be final, conclusive, and binding upon the Parties and any judgment thereon may be entered and enforced in any court of competent jurisdiction. (x) The non-prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, reasonable attorneys' fees and costs, and expert and witness fees and costs, incurred by the other Party to the arbitration. In the case of a decision which partially favors each Party, expenses shall be paid as determined by the arbitrators. In connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the arbitrators, the prevailing Party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled. (xi) Notwithstanding anything to the contrary, neither Party shall have any obligation to arbitrate claims for injunctive relief, specific performance, or other equitable relief or for the use or unauthorized disclosure of confidential information, as to which either Party shall be entitled to seek and obtain relief from a court of competent jurisdiction; provided that, any and all claims for damages shall remain subject to arbitration. (xii) Special Arbitration. With respect to any Dispute arising under Section 20(e)(ii), the Arbitration procedures set forth in Section 21(d) above shall govern as modified by this Section 21(d)(xii). 44

A. During the first 15 days of the Submission Period each of the Parties shall designate an arbitrator and unless the third arbitrator has been selected as provided in the following sentence, the two arbitrators together shall, within 10 days of their appointment, select the third arbitrator who shall be an expert in one of the principal areas that is the subject to the arbitration. If the Parties can agree within the first 15 days of the Submission Period, the third arbitrator shall be a mutually selected individual with substantial experience in the general subject matter of the Dispute (the "EXPERT"). No arbitrator shall have been employed by either Party during the 24 months preceding the hearing date, unless the other Party consents. The Expert shall serve as the chair of the panel. B. During the Submission Period, each Party shall submit to the each other and the arbitrators, a description of the Dispute and a proposed resolution, based on the facts known to the Party at the time (an "INITIAL PROPOSAL"). C. Following discovery and as a part of the Party's brief, each Party shall make such adjustments, if any, as the Party determines appropriate to the Initial Proposal. D. Notwithstanding Section 21(d)(x), in the case of a Special Arbitration, each Party shall bear its own expenses and the Parties shall each bear half of the expenses of the arbitration; provided that, the costs and expenses of the prevailing Party in any court action to compel arbitration shall be borne by the non- prevailing Party as provided in the last clause of Section 21(d)(x). (E) NOTICES. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or by overnight courier, or mailed by certified mail, return receipt requested, to the Parties (and shall also be transmitted by facsimile to the Persons receiving copies thereof) at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision): (i) CLEARWIRE: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Attn: [***] Fax: [***] With a Copy to: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 [* * * Confidential Treatment Requested] 45

Kirkland, WA 98033 Attn: [***] Fax: [***] Davis Wright Tremaine, LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101 Attn: [***] Fax: [***] (ii) LICENSEE With a Copy to:(26) Either Party may change its addresses for receipt of notice or payment by giving notice of such change to the other Party as provided in this Section. (F) APPLICABLE LAW. The validity, construction and performance of this Agreement will be governed by and construed in accordance with the laws of the State of New York.(27) (G) SEVERABILITY. If any provision of this Agreement is found to be illegal, invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, unless continued enforcement of the provision frustrates the intent of the Parties. To the extent that the Parties or the FCC determine that the provisions of this Agreement are not adequate to enable Licensee to comply with the regulatory requirements associated with the FCC License, the Parties will amend these provisions to ensure that the Licensee is in compliance with its FCC obligations with respect to the FCC License. The Parties believe that the provisions of this Agreement comply with all current FCC Rules, and shall express that belief to regulatory agencies and the general public. ---------- (26) Insert notice address(es) information provided by Licensee. (27) If the Licensee is a governmental entity whose agreements must be subject to another State's laws, insert reference to that State's laws in lieu of New York. [*** Confidential Treatment Requested] 46

(H) BEST EFFORTS. The Parties acknowledge that there will be many changes in the course of the Term, in technology, capabilities, and regulatory environment among other areas, and agree to act in a cooperative manner to preserve the intentions of the relationships reflected in the Agreements to their mutual advantage and to use their commercially reasonable best efforts to maintain that mutual advantage. (I) NO WAIVER. No delay or failure by either Party in exercising any right under this Agreement, and no partial or single exercise of that right, will constitute a waiver of that or any other right. Failure to enforce any right under this Agreement will not be deemed a waiver of future enforcement of that or any other right. (J) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but which collectively will constitute one and the same instrument. Signatures transmitted by facsimile will be effective to create such counterparts. (k) HEADINGS. The headings and captions used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. (I) CONSTRUCTION. The Parties and their respective counsel have negotiated this Agreement. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either Party based on draftsmanship of the Agreement or otherwise. (M) COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter addressed, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, between the Parties or any of their affiliates regarding this subject matter other than the Master Agreement. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of each of the Parties. (N) COOPERATION. The Parties will take and Clearwire shall cause Clearwire Parent to take such further action and execute such further assurances, documents and certificates as either Party may reasonably request to effectuate the purposes of this Agreement. (O) INSURANCE. (i) Clearwire shall maintain and shall cause each Service Entity to maintain insurance coverage, and on all certificates for coverage under general liability, automobile liability, employer's liability, worker's compensation, and any other coverages required under local law, shall: (i) name Licensee as an "Additional Insured" on the liability policies, including without limitation, as an insured with respect to third-party claims or actions made or brought directly against Licensee or against Licensee, Clearwire and/or such Service Entity as co-defendants and arising out of or in connection with this Agreement or operations; (ii) be written as a primary policy not contributing with any other coverage which Licensee may carry for the acts and omissions of Clearwire or such Service Entity and for whom Clearwire or such Service Entity is responsible; and (iii) stipulate that Licensee shall receive thirty (30) days' prior written notice of any 47

cancellation in coverage; provided that such cancellation shall not relieve Clearwire of its continuing obligation to maintain or to cause each such Service Entity to maintain insurance coverages in accordance with this Section. (ii) Clearwire shall maintain and shall cause each Service Entity to maintain with reputable insurers having a Best Rating of A or better: A. Commercial general liability insurance with at least $2,000,000 combined single limit bodily injury and property damage limits written on an occurrence basis. B. Full statutory coverage for Workers' Compensation and Employers Liability with limits as required by law. These policies will contain waivers of the insurer's subrogation rights against Licensee where permitted by law. C. Errors and omissions or professional liability coverage with a limit of at least $1,000,000 per each claim and $1,000,000 annual aggregate. If Clearwire obtains a claims-made policy, Clearwire shall maintain continuous coverage in effect at least three (3) years beyond the expiration or termination of this Agreement through continuous renewal of the same policy or purchase of extended discovery period or retroactive insurance dated back to at least the date of the beginning of this Agreement. This coverage should include infringement of copyright, trademark, title or slogan, piracy, plagiarism or unauthorized use of materials. Clearwire may self-insure this provision as long as Clearwire maintains a minimum net worth of at least $100 million. D. All risk property insurance policy coverage in amounts adequate to cover Licensee's property in Clearwire's care, custody and control. (iii) Clearwire shall furnish Licensee with certificates of insurance evidencing all of the insurance referred to herein (including renewals of insurance). Clearwire's obligations under this Section shall in no way affect or limit the indemnification, remedy, or warranty provisions set forth in this Agreement. (P) PUBLICITY. No public release, announcement or other form of publicity concerning this Agreement or the transactions described in this Agreement, shall be issued by either Party without the prior consent of the other Party, except as such release or announcement may be required by law, regulation or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall, to the extent possible, allow the other Party reasonable time to comment on such release or announcement in advance of such issuance. The Parties shall use reasonable efforts to consult in good faith with each other with a view to agreeing upon any press release or public announcement relating to the transactions contemplated hereby prior to the consummation thereof. 48

AGREED TO: CLEARWIRE SPECTRUM HOLDINGS II LLC By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [--LICENSEE--] By: --------------------------------- Name: ------------------------------- Title: ------------------------------ ATTACHMENTS: Licensee Schedule 49

RIDER A (i) On the Effective Date, Clearwire shall pay Licensee ____________________________Dollars ($________________)(28) (the "UPFRONT ROYALTY DEPOSIT") as a down-payment of [***] of the upfront royalty (the "UPFRONT ROYALTY"). Within ten (10) Business Days after the Commencement Date, Clearwire shall pay the Licensee _________________________________ Dollars ($___________)(29) which is the remaining balance (the "BALANCE") of the Upfront Royalty, plus any amount (the "APPLIED AMOUNT") of the Upfront Royalty Deposit as may have been applied in payment of "Upfront Royalties" or "Monthly Royalties" under any one or more of Licensee's Other IUAs; provided, however, that, if any part or the whole of the Balance or the Applied Amount is received more than five (5) days after the Commencement Date, that part or whole shall bear interest at the Default Rate of Interest (as defined in Section 2(i)) accruing from the Commencement Date and continuing until paid. (ii) Clearwire and Licensee have entered into, or may enter into, one or more other Educational Broadband Service Long Term De facto Transfer Individual Use Agreements ("LICENSEE'S OTHER IUAS" which are referred to together with this Agreement as the "LICENSEE'S IUAS") pursuant to which Licensee has or will have received payments also referred to in Licensee's Other IUAs as "Upfront Royalty Deposits." a. In the event that the FCC approval of the de facto transfer of any of Licensee's Other IUAs occurs before the Commencement Date hereunder, the Upfront Royalty Deposit hereunder shall become nonrefundable, even if this Agreement is terminated. In this event, the Upfront Royalty Deposit shall be shifted pro rata by MHzPop among those of Licensee's Other IUAs ("LICENSEE'S FIRST GRANT IUAS") as have the earliest date of FCC approval of de facto transfer, and applied first in payment of "Upfront Royalties" and (if any shifted amount remains after that application) and then in payment of "Monthly Royalties" due under such Licensee's First Grant IUAs dollar-for-dollar as they become due. In the event that the FCC subsequently approves the de facto transfer of this Agreement, the application of the Upfront Royalty Deposit hereunder to those Licensee's First Grant IUAs shall be reversed to the extent that it has not been applied in payment of "Upfront Royalties" or "Monthly Royalties" due such Licensee's First Grant IUAs and shall be a permanently vested and non-refundable portion of the Upfront Royalty. In the event that this Agreement is terminated prior to the Commencement Date, the Upfront Royalty Deposit hereunder shall be applied to the payment obligations of Clearwire under Licensee's First Grant IUAs (if any), dollar-for-dollar, in order of maturity. For purposes of this Section 2(b), "MHZPOPS" are those shown on Schedule A of the Master Agreement. b. If this Agreement is a Licensee's First Grant IUA, and there are Licensee's Other IUAs that are not Licensee's First Grant IUAs on the Commencement Date of this Agreement ("UNGRANTED IUAs"), then the "Upfront Royalty Deposits" under the Ungranted IUAs shall be shifted pro rata by MHzPop among Licensee's First Grant IUAs, including this Agreement, and applied first in payment of "Upfront Royalties" and (if any shifted ---------- (28) Insert amount that is [***] of the Upfront Royalty as determined from Schedule A of Master Agreement. (29) Insert amount that is the remaining [***] of the Cash Upfront Royalty as determined from Schedule A of Master Agreement. [*** Confidential Treatment Requested] 50

amount remains after that application) and then in payment of "Monthly Royalties" due under such Licensee's First Grant IUAs (including this Agreement) dollar-for-dollar as they become due. In the event that the FCC subsequently approves the de facto transfer of any one or more Ungranted IUAs, the application of the "Upfront Royalty Deposits" of such one or more Ungranted IUAs to this Agreement shall be reversed to the extent that these deposits have not been applied in payment of Upfront Royalties and Monthly Royalties under this Agreement and shall be permanently vested and non-refundable portion of the "Upfront Royalty" of such one or more Ungranted IUAs. In the event that any such one or more Ungranted IUAs is terminated prior to its "Commencement Date," the portion of the "Upfront Royalty Deposit" of such one or more Ungranted IUAs as has been shifted to this Agreement but not yet applied in the payment of Upfront Royalties and Monthly Royalties hereunder shall be applied to such royalties, dollar-for-dollar, as they become due. c. If the FCC has not granted its approval of the de facto transfer of this Agreement by the first anniversary of the Effective Date and, as of that anniversary date, has not granted its approval of the de facto transfer of any of Licensee's Other IUAs that have been executed, then the Upfront Royalty Deposit shall be vested and non-refundable as follows: (1) On such anniversary date, [***] of the Upfront Royalty Deposit shall become vested and non-refundable; and (2) for each thirty (30) days after that anniversary date preceding a termination of this Agreement pursuant to Section 1l(f), an additional [***] of the Upfront Royalty Deposit shall become vested and non-refundable, with the amount that becomes vested and nonrefundable for any period less than thirty (30) days being pro rated. d. If this Agreement is terminated pursuant to Section 11(g), Licensee shall refund to Clearwire that portion of the Upfront Royalty that has been paid to Licensee (excluding any portion of "Upfront Royalty Deposits" shifted to this Agreement from Ungranted IUAs that has been applied to Monthly Royalties or reversed) for application with respect to this Agreement that is equal to the product of the Upfront Royalty (excluding such portion) and the fraction having as its numerator the number of days between the date of such termination and July 31, 2036 and having as its denominator the total of number of days between the Effective Date and July 31, 2036. (iii) Refund on Termination. a. The Upfront Royalty is compensation for Licensee's agreement to enter into this Agreement and is not compensation to Licensee for any other commitment of Licensee. In the event that a refund of the whole or any portion of the Upfront Royalty is required, it shall be repaid to Clearwire without interest. Except to the extent expressly required by this Section 2(b), in no event shall Licensee be required to return or refund any portion or the whole of the Upfront Royalty notwithstanding any termination of this Agreement and this Section 2(b) shall survive the termination of this Agreement. [*** Confidential Treatment Requested] 51

RIDER B: (i) DOWNPAYMENT ON EFFECTIVE DATE; PAYMENT OF BALANCE. On the Effective Date, Clearwire shall pay Licensee ___________________________ Dollars ($__________________)(30) (the "UPFRONT ROYALTY DEPOSIT") as a down-payment of [***] of the upfront royalty (the "UPFRONT ROYALTY"). Within ten (10) Business Days after the Commencement Date, Clearwire shall pay the Licensee _______________ Dollars ($__________________)(31) which is the remaining balance of the Upfront Royalty; provided, however, that, if any part or the whole of the balance is received more than five (5) days after the Commencement Date, that part or the whole shall bear interest at the Default Rate of Interest (as defined in Section 2(i)) accruing from the Commencement Date and continuing until paid. (ii) REFUND ON TERMINATION. (a) The Upfront Royalty is compensation for Licensee's agreement to enter into this Agreement and is not compensation to Licensee for any other commitment of Licensee. In the event that a refund to Clearwire of the whole or any portion of the Upfront Royalty is required, it shall be repaid to Clearwire without interest. Except to the extent expressly required by this Section 2(b), in no event shall Licensee be required to return or refund any portion or the whole of the Upfront Royalty notwithstanding any termination of this Agreement and this Section 2(b) shall survive the termination of this Agreement. (b) If this Agreement is terminated pursuant to Section 11(f), Licensee shall promptly thereafter return to Clearwire the lesser of (i) ______________________________________________________(32) and (ii) the difference between _________________________(33) and the product of (X) the number of months and partial months (expressed as a decimal) between the first anniversary of the Effective Date and the date such termination notice is delivered, (Y) [***] and (Z) the full amount of the Upfront Royalty Deposit. (c) If this Agreement is terminated pursuant to Section 11(g), Licensee shall refund to Clearwire that portion of the Upfront Royalty that has been paid to Licensee for application with respect to this Agreement that is equal to the product of the Upfront Royalty and the fraction having as its numerator the number of days between the date of such termination and July 31, 2036 and having as its denominator the total of number of days between the Effective Date and July 31, 2036. ---------- (30) Insert amount that is [***] of the Cash Upfront Royalty as determined from Schedule A of Master Agreement. (31) Insert amount that is the remaining [***] of the Cash Upfront Royalty as determined from Schedule A of Master Agreement. (32) Insert the number that is [***] of the Cash Upfront Royalty Deposit. (33) Ditto. [*** Confidential Treatment Requested] 52

RIDER C: (c) ADDITION OF CHANNELS. (I) The Parties acknowledge that Licensee, pursuant to the [***] Agreement (as defined in the Master Agreement) has agreed to negotiate in good faith with a third party for the renewal of its current excess capacity agreement for channels D1 and D2 in [***], which agreement expires on [***]. In the event the [***] Agreement is not renewed by [***], Licensee shall on [***] provide written notice to Clearwire that such D1 and D2 channels (the "ADDITIONAL CHANNELS") are Available (as defined in the Master Agreement) and thereafter Licensee and Clearwire shall each have the right, upon written notice to the other Party, to require the other Party to execute an amendment to this Agreement in accordance with the terms of this Section 2(c) (the "ADDITIONAL CHANNELS NOTICE"). (II) If neither Licensee nor Clearwire delivers the Additional Channels Notice by [***], either Party may terminate the provisions of this Agreement with respect to such Additional Channels. (III) Upon delivery of the Additional Channels Notice (the "DELIVERY DATE") the Additional Channels shall immediately and automatically become Channels hereunder and shall be subject to the terms and conditions of this Agreement and the Master Agreement, and the following provisions shall take effect: A. The term "Channels" shall be amended to include the Additional Channels and any associated J-Group channels, but the application of the provisions of this Agreement (other than the provision of this section) to the Additional Channels shall be governed by Section _ (d) below. B. The amount of Monthly Royalties payable hereunder shall increase in proportion to the increase in MHzPops represented by the Additional Channels, and Clearwire shall, within ten (10) days after the Delivery Date pay Licensee the pro rated amount of the increased Monthly Royalty for the period between such notice date and the end of the month. C. Within ten (10) days after the Delivery Date, Clearwire shall have caused the Clearwire Parent Class A Common Stock held in Escrow for the Additional Channels, as that number of shares may have been adjusted in accordance with the requirements of the Master Agreement, to be delivered by the Escrow Agent to Licensee, whereupon such additional shares shall be deemed a part of the Equity Royalty hereunder. D. Within ten (10) days of the Delivery Date, Clearwire shall pay to Licensee an additional amount of __________________________________ Dollars ($____________________)(34) representing the additional Upfront Royalty Deposit which would have been payable had the term "Channels" included all four of Channels D1 through D4 on the Effective Date been on the Commencement Date; provided, however, that, if the additional Upfront Royalty payable for the ---------- (34) Insert amount determined by reference to Schedule A of Master Agreement. [* * * Confidential Treatment Requested] 53

Additional Channels is not received within such time period, so much of such remaining balance as has not been received by Licensee by such tenth (10th) Business Day shall bear interest at the Default Rate of Interest (as defined in Section 11(b)) from [***] until paid in full. E. Within ten (10) days of the Additional Channels Commencement Date, as defined below, Clearwire shall pay Licensee the remaining unpaid balance of the Upfront Royalty as would have been paid had the term "Channels" included all four of Channels D1 through D4 on the Commencement Date; provided, however, that, if such balance payable for the Additional Channels is not received within such time period, so much of such balance as has not been received by Licensee by such tenth (10th) Business Day shall bear interest at the Default Rate of Interest (as defined in Section 11(b)) from [***] until paid in full. (iv) Prior to the Additional Channels Commencement Date (as defined below), the provisions of this Agreement which are expressly ineffective before the Commencement Date as well as Sections 3, 4, 7 and 8 shall be ineffective as applied to the Additional Channels and associated J-Group channels until the Additional Channels Commencement Date, at which time all provisions of this Agreement shall be fully applicable to the Additional Channels and associated J-Group channels. The other provisions in this Agreement shall be fully applicable to the Additional Channels and associated J-Group channels from the Delivery Date and until the termination or expiration of this Agreement. The "Additional Channels Commencement Date" is the day that the FCC grants the Additional Channels De facto Transfer Application. (v) Within ten (10) business days following the Delivery Date and prior to consummating the transfer of de facto control of the Additional Channels, the Parties shall cooperate as required to prepare and file with the FCC all forms and related exhibits, certifications and other documents necessary to obtain the FCC's authorization (the "ADDITIONAL CHANNELS DE FACTO TRANSFER AUTHORIZATION") of the long term de facto transfer caused by this Agreement as set forth in FCC Rule 1.9030(e) as amended from time to time (the "ADDITIONAL CHANNELS FCC LONG TERM LEASE APPLICATION"). Each Party shall fully cooperate with the other, and do all things reasonably necessary to timely submit, prosecute and defend the Additional Channels FCC Long Term Lease Application, and will promptly file or provide the other Party with all other information which is required to be provided to the FCC in furtherance of efforts to obtain or retain such grant. The Parties shall disclose in the Additional Channels FCC Long Term Lease Application the automatic extension of Clearwire's use rights upon the renewal of the FCC License. The Parties shall include in any FCC License renewal application, or separately request, as necessary, a request to permit Clearwire's use rights for the Additional Channels for the renewal term of the FCC License, if the Term will continue during any part of such FCC License renewal term. The Parties shall prosecute each such original or renewal application diligently and in good faith, including defending it and the grant thereof against all petitions to deny, informal objections, petitions for reconsideration, applications for review, appeals, writs, requests for stay filed against any such application or its grant, and shall file and prosecute petitions for reconsideration, applications for review, petitions for appeal, notices of appeal, writs of certiorari and associated pleadings challenging any denial of any such application or request. Any fees associated with the filing of the Additional Channels FCC Long Term Lease Application and applications or requests for renewal of the Additional Channels De [*** Confidential Treatment Requested] 54

facto Transfer Authorization, and all costs incurred in preparing, prosecuting or defending any and all petitions for reconsideration, applications for review, appeals, writs, requests for stay and remands of the grant or denial of any such original or renewal application and related pleadings, and for activity (such as oral argument and FCC staff visits) in support thereof, shall be paid by Clearwire. Upon grant of the Additional Channels Long Term De facto Transfer Authorization, the provisions of this Agreement applicable to the Long Term De facto Transfer Authorization shall apply to the Additional Channels Long Term De facto Transfer Authorization as though it were the Long Term De facto Transfer Authorization. 55

EXHIBIT II-B FORM OF MRUA-2 IUA [SEE EXHIBIT II-A]

EXHIBIT II-C FORM OF SOSC IUA

EXHIBIT II-C EDUCATIONAL BROADBAND SERVICE LONG TERM DE FACTO TRANSFER SOSC INDIVIDUAL USE AGREEMENT THIS Educational Broadband Service Long Term De facto Transfer SOSC Individual Use Agreement (the "AGREEMENT") is entered into as of ______________, 20__(1) (the "EFFECTIVE DATE"), by and between ___________________________,(2) a __________________(3) (the "LICENSEE"); and Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("CLEARWIRE") (with each of Licensee and Clearwire sometimes referred to individually as "PARTY" and collectively as "PARTIES"). RECITALS: WHEREAS the Licensee is authorized by the Federal Communications Commission ("FCC") under the rules, regulations and published policies of the FCC (as they may be amended, "FCC RULES") to engineer and operate Educational Broadband Service ("EBS") channels ___________ ________ (4)(including any associated J- or K-Group channels and any channels exchanged for the listed channels, the "CHANNELS") under call sign ______________________________________________ (the "FCC LICENSE") in the ____________________________ BASIC TRADING AREA")(5); WHEREAS this Agreement is an integral part of the Master Agreement; and WHEREAS the Parties have agreed to enter into this Agreement for Licensee to provide Clearwire with access to the capacity on the Channels, which pursuant to the FCC Rules, can be made available for commercial use, in accordance with the terms and conditions below, and subject to FCC approval. THEN, in consideration of the premises and covenants set forth in this Agreement, and for good and valuable consideration, the sufficiency of which is acknowledged by the Parties' signatures, the Parties agree as follows: 1. TERM (A) TERM. Subject to Section 1(b), the term of this Agreement begins on the Effective Date and ends on July 31, 2036 (the "TERM"), unless this Agreement is terminated earlier in accordance with Section 11. Prior to the Commencement Date (as defined below), the provisions of this Agreement which are expressly ineffective before the Commencement Date as well as Sections 3, 4, 7 and 8 shall be ineffective until the Commencement Date, at which time all provisions of this Agreement shall be fully effective. The other provisions in this Agreement ---------- (1) Insert Subsequent Closing Date. (2) Insert name of licensee. (3) Insert organizational information on licensee. (4) Insert EBS channel designations. (5) Insert the one or more Basic Trading Areas that host the GSA(s) of the Channels.

shall be effective from the Effective Date and until the termination or expiration of this Agreement. The "Commencement Date" is the day that the FCC grants the De facto Transfer Application. (B) RENEWAL OF FCC LICENSE AND EXTENSION OF AGREEMENT. In the event that the FCC License expires during the Term, this Agreement will also expire at such time unless the FCC License is renewed and FCC authorization for this Agreement is extended. Licensee and Clearwire will cooperate to timely file a renewal application for the FCC License, in conjunction with a request for renewal of the De facto Transfer Authorization for the next FCC License term. Subject to Section 11, this Agreement will continue to apply unless the FCC denies by Final Order any application for renewal of the FCC License or the De facto Transfer Authorization, or the FCC requires the expiration of this Agreement at an earlier time. "Final Order" means an order issued by the FCC that can no longer be appealed. 2. ROYALTY COMPENSATION (A) UPFRONT ROYALTY. (i) DOWNPAYMENT ON EFFECTIVE DATE; PAYMENT OF BALANCE. On the Effective Date, Clearwire shall pay Licensee __________ Dollars ($_______)(6) (the "UPFRONT ROYALTY DEPOSIT") as a down-payment of [***] of the upfront royalty (the "UPFRONT ROYALTY"). Within ten (10) Business Days after the Commencement Date, Clearwire shall pay the Licensee _______ Dollars ($_________)(7) which is the remaining balance of the Upfront Royalty; provided, however, if any part or the whole of the balance is received more than five (5) days after the Commencement Date, that part or whole shall bear interest at the Default Rate of Interest (as defined in Section 2(g)) accruing from the Commencement Date and continuing until paid. (ii) REFUND ON TERMINATION. A. The Upfront Royalty is compensation for Licensee's agreement to enter into this Agreement and is not compensation to Licensee for any other commitment of Licensee. In the event that a refund to Clearwire of the whole or any portion of the Upfront Royalty is required, it shall be repaid to Clearwire without interest. Except to the extent expressly required by this Section 2(a), in no event shall Licensee be required to return or refund any portion or the whole of the Upfront Royalty notwithstanding any termination of this Agreement and this Section 2(a) shall survive the termination of this Agreement. B. If this Agreement is terminated pursuant to Section 1l(f), Licensee shall promptly thereafter return to Clearwire the lesser of (i) _____________________________(8) and (ii) ---------- (6) Insert amount that is [***] of the Cash Upfront Royalty as determined from Section 3.10 of Master Agreement. (7) Insert amount that is the remaining [***] of the Cash Upfront Royalty as determined from Section 3.10 of Master Agreement. (8) Insert the number that is [***] of the Cash Upfront Royalty Deposit. [*** Confidential Treatment Requested] 2

the difference between ___________________(9) and the product of (X) the number of months and partial months (expressed as a decimal) between the first anniversary of the Effective Date and the date such termination notice is delivered, (Y) [***] and (Z) the full amount of the Upfront Royalty Deposit. C. If this Agreement is terminated pursuant to Section 11(e), Licensee shall refund to Clearwire that portion of the Upfront Royalty that has been paid to Licensee for application with respect to this Agreement that is equal to the product of the Upfront Royalty and the fraction having as its numerator the number of days between the date of such termination and July 31, 2036 and having as its denominator the total of number of days between the Effective Date and July 31, 2036. (B) MONTHLY ROYALTIES. Within five (5) business days following the Commencement Date and by the first day of each month thereafter throughout the Term, Clearwire will pay Licensee a monthly royalty (as it may be adjusted pursuant to Section 2(c)(i), the "MONTHLY ROYALTIES") as shown in the following table. The Monthly Royalty due for any partial calendar month, at the commencement of the Commencement Date or expiration of the Term, shall be prorated. If the FCC grant of the De facto Transfer Authorization is stayed by the FCC or by any Federal court on appeal of the FCC's grant, and such stay precludes the provision of the capacity of the Channels during its effective period, no Monthly Royalties shall be paid during the period of that legal incapacity, and for any period of such incapacity that lasts for less than a full calendar month, the Monthly Royalty for that month shall be pro rated. <TABLE> <CAPTION> MONTHLY YEAR IN WHICH ROYALTIES ROYALTY IS PAID (10) --------------- --------- <S> <C> 2006-2010 $_____ 2011-2015 $_____ 2016-2020 $_____ 2021-2025 $_____ 2026-2030 $_____ 2031-2036 $_____ </TABLE> ---------- (9) Ditto. (10) Insert Monthly Royalty as determined pursuant to Section 3.10 of the Master Agreement. [*** Confidential Treatment Requested] 3

(i) LIMITED CPI ADJUSTMENT. On the later of (A) August 31 next following the Effective Date and (B) August 31, 2012, and on each anniversary of such later date (an "ADJUSTMENT DATE"), the Monthly Royalties shall be increased by multiplying each Monthly Royalty, as it may have been previously adjusted pursuant to this clause (i), by the sum of (X) one plus (Y) the Adjustment Factor, as defined below in this section. [***] "CPI" means The Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, 1984-1986 = 100 as published by the Bureau of Labor Statistics of the United States Department of Labor; provided, however, in the event that the CPI (or a successor or substitute index) is not available, a similar reliable U.S. governmental or other nonpartisan publication selected by Licensee will be used. (C) PREPARATION REIMBURSEMENT. Within ten (10) days after the Effective Date, Clearwire shall reimburse Licensee for the preparation of this Agreement in the amount of __________.(11) This obligation shall apply without regard to whether or not this Agreement is subsequently terminated. (D) PAYMENT RECEIPT ADDRESS. Absent notice of different instructions from Licensee, all cash payments to be paid to Licensee shall be paid by check mailed to the following address, which address may be changed by Licensee by notice to Clearwire: _______________________________ _______________________________ _______________________________ _______________________________ Attn: _________________________(12) (E) W-9. Within ten (10) days following the execution of this Agreement, Licensee shall deliver a completed IRS Form W-9 to Clearwire. (F) NO SET-OFF. All payments of Upfront Royalties and Monthly Royalties shall be made without set-off except for a sum that Licensee is finally determined to owe Clearwire by arbitration conducted pursuant to this Agreement. (G) INTEREST ON OVERDUE AMOUNTS. Clearwire shall pay interest to Licensee on all payments owed under this Agreement more than thirty (30) days in arrears, accruing from the original payment due date and continuing until payment of the amount due, in an amount equal to the greater of (i) [***] or (ii) a fluctuating rate equal to the "Prime Rate" as announced from time to time by The Wall Street Journal plus [***], but in no event ---------- (11) Insert $1,500 if the Effective Date is on or before September 28, 2006 or $2,500 if the Effective Date is after September 28, 2006. (12) Insert Licensee-provided mailing address. [*** Confidential Treatment Requested] 4

exceeding the highest lawful rate of interest that may be charged or collected (the "DEFAULT INTEREST RATE"). Accrued interest shall be due and payable monthly. In addition, for payments owed under this Agreement thirty (30) days or more in arrears, a penalty equal to [***] of the payment owed shall be immediately due and payable. 3. EXCLUSIVE NEGOTIATION PERIOD For a time period beginning [***], Licensee will negotiate in good faith exclusively with Clearwire about a possible renewal of this Agreement. During such period, Licensee and its agents and advisors will not discuss or solicit other opportunities to enable third parties to make use of the Channels. 4. FREQUENCY BAND TRANSITION The Channels covered by this Agreement either have been or will be subject to relocation to different frequencies and/or to different technical characteristics in accordance with a transition plan adopted in accordance with the FCC Rules promulgated in WT Docket No. 03-66 (the "TRANSITION"). In the event that the Transition is not complete, the remaining provisions of this Section 4 shall be effective and, otherwise, shall be ineffective. Clearwire and Licensee will cooperate in the Transition in accordance with FCC Rules, to facilitate Clearwire's and Licensee's use of the Channels, consistent with this Agreement. To the extent that, after the Commencement Date, the FCC allows Licensee to participate in selecting the entity initiating and/or overseeing the Transition of the Channels (the "PROPONENT"), then Licensee will designate and otherwise reasonably promote Clearwire or its designee as Proponent or co-Proponent and otherwise support Clearwire's interests in the means and outcome of the Transition to the extent permitted by FCC Rules and consistent with Licensee's Transition rights thereunder and interests hereunder and after expiration or termination of this Agreement; provided, however, if Licensee is obligated by any other agreement relating to other channels in the market to promote some other party as Proponent or co-Proponent, Licensee's equally qualified support for both Clearwire and such other party shall fully satisfy Licensee's obligations in this sentence. Licensee will consult with Clearwire before adopting, consenting to, or otherwise agreeing to any change of frequencies or characteristics of the Channels after the Commencement Date other than those changes specified by FCC Rules. After the Commencement Date, Licensee will use its commercially reasonable efforts to make Clearwire aware of and to seek the permission of meeting participants to allow Clearwire to participate in its scheduled meetings with the Proponent to the extent they concern Transition of the Channels to channel plans required or allowed as an outcome of the FCC's transition proceedings, provided that Licensee is aware sufficiently in advance of the meeting that it will involve that subject matter. In any event, Licensee will provide Clearwire with a summary report of any meetings or discussions with such third persons occurring after the Commencement Date in which Clearwire was not invited to participate. In the event that neither Clearwire nor any third party initiates and/or completes the Transition of the Channels within the time frames specified by the FCC, Licensee may, at its sole option, avail itself of any "self-transition" rights made available pursuant to FCC Rules. Licensee's reasonable costs of such self-transition will be paid and/or reimbursed by Clearwire in their entirety. [*** Confidential Treatment Requested] 5

5. CAPACITY REQUIREMENTS AND USES; CERTAIN LICENSEE ACCESS RIGHT ROYALTIES (A) CLEARWIRE CAPACITY. On and after the Commencement Date, subject to FCC Rules and the restrictions imposed thereby, Clearwire will have the right to use all of the capacity of the Channels other than Licensee's Reserved Capacity, the Access Right Royalties and Licensee's other rights and benefits granted by this Agreement or the Master Agreement ("CLEARWIRE CAPACITY") and, subject to FCC Rules and the power of the FCC to control the radio frequency spectrum, Licensee shall not use Clearwire Capacity or enter into any agreement to allow any third party to use Clearwire Capacity other than as may be contemplated by this Agreement. (B) LICENSEE'S RESERVED CAPACITY. As used in this Agreement, "LICENSEE'S RESERVED CAPACITY" means: (i) Prior to the Commencement Date, all of the Capacity of the Channels. (ii) From the Commencement Date until sixty (60) days after Licensee receives a notice from Clearwire that Clearwire intends to utilize the capacity of the Channels, the lesser of one Channel and that number of Channels Licensee used during the last regular school session immediately preceding the Effective Date (the "LEGACY RESERVATION"), which Licensee may use to provide services that further the educational mission of accredited schools ("LICENSEE'S CAPACITY"). Licensee's operations pursuant to Section 5(b)(i) and (ii) are solely in furtherance of Licensee's educational charter and are not intended for the benefit of Clearwire or conducted in exchange for any royalties or other consideration. (iii) After the later of the Commencement Date and the date that any one or more of the Channels is engineered to operate in any digital modulation (the "LEGACY STOP DATE"), in respect of Licensee's educational reservation covering the five percent (5%) educational spectrum capacity currently required by the FCC Rules pertaining to the FCC Licenses (the "EDUCATIONAL RESERVATION"), Licensee shall be permitted to utilize the Educational Reservation in such locations served by the Clearwire National Platform on a full time basis as Licensee desires for its operations. Clearwire and Licensee shall at all times comply with applicable FCC Rules. Clearwire may not use the Educational Reservation. In the event that the Parties cannot agree on the application of any new rule or interpretation regarding the Educational Reservation in their circumstances, the Parties shall jointly approach the FCC for clarification in a timely fashion and, to the extent the matter remains unresolved thereafter, shall settle the matter applying the Dispute Resolution Procedure. (C) [***] [*** Confidential Treatment Requested] 6

(D) SECTION 27.1214(E) AMENDMENTS. To the extent required under Section 27.1214(e) of FCC Rules, on the date that is [***] after the Effective Date and every [***] thereafter during the Term, Licensee shall have a period of sixty (60) days to request a review of its minimum educational use requirements, in which event and at which time the Parties shall negotiate in good faith an amendment to this Agreement that accommodates any bona fide changes in educational needs, technology and other relevant factors. Any such amendment shall provide, among other terms and conditions agreed to by the Parties: (i) with respect to Licensee and any Educational End Users (defined below) for whom Clearwire has provided an Educational Account, Clearwire shall make available any equipment, services or software upgrades that Clearwire makes generally available to Clearwire's retail customers subscribing to the same tier of service in the Market Area over Broadband Radio Service ("BRS") or EBS facilities; (ii) to the extent such amendment materially increases Clearwire's monthly costs either to operate its leased capacity or to meet Licensee's changed educational use requirements, whether or not such costs will be offset by a reduction in the Monthly Royalties for the remainder of the Term, a refund in an amount to be agreed upon by both Parties, or both; (iii) Clearwire may accommodate changes in Licensee's Reserved Capacity through any reasonable means available so as to avoid disruption to the advanced wireless services provided by Clearwire; and (iv) Clearwire shall not be required to accommodate changes in Licensee's Reserved Capacity in a manner that has a negative economic impact on Clearwire or Clearwire's commercial operations under the Agreement. The adjustments set forth in this subsection shall be in addition to, and not in lieu of, adjustments set forth in other portions of this Agreement or the Master Agreement. Neither Party shall have any obligation to enter into any amendment pursuant to this Section. (E) CHANNEL SWAPPING; COSTS. After the Commencement Date, provided that Clearwire is not in breach of this Agreement, Clearwire shall be permitted to require Licensee to swap all but not less than all of the spectrum authorized by the FCC License for Suitable Replacement Spectrum licensed to one entity (the "SWAP PARTNER") in either the Geographic Market or one different U.S. market without Licensee's consent, provided that Licensee receives the same benefits it would otherwise receive from Clearwire under this Agreement, such swap is reversed at the expiration or termination of this Agreement and Licensee receives assurances reasonably acceptable to Licensee that it will receive back from the Swap Partner within six (6) months after such expiration or termination the same or superior channels and channel rights Licensee provided to the Swap Partner (as reasonably determined by Licensee), without any lien or encumbrance and free of the rights of third parties. Clearwire agrees to bear all costs and expenses associated with the implementation of channel swapping and reversal of the swap, including without limitation the reasonable out-of-pocket costs of Licensee's engineering consultants and attorneys. The foregoing requirements with respect to the reversal of a swap shall survive the expiration or termination of this Agreement, unless termination is caused by Licensee's breach of this Agreement. "SUITABLE REPLACEMENT SPECTRUM" means regular FCC Authorization (and not special, special temporary, experimental or developmental authorization) in Licensee's name and entitling Licensee to use one FCC-defined channel (plus related guardbands, if any) for each FCC-defined channel (and associated guardband segment, if any) provided to the Swap Partner (an "ASSIGNED CHANNEL"), and each such replacement channel (and associated guardband segment, if any) (a "RECEIVED CHANNEL") shall have the following additional characteristics: (1) it is swapped along with the [* * * Confidential Treatment Requested] 7

other Channels to a single licensee having the same number of channels; (2) it may not be BRS Channel 1, 2 or 2A; (3) it shall be of an entire EBS channel (e.g., EBS Channel Gl) as defined in FCC Rule 27.5(i) or any successor rule, and not a channel created from parts of FCC-defined channels; (4) Licensee's upper or lower band segment Channels (or, if pre-Transition, Licensee's Channels bearing FCC-assigned numbers 1, 2 or 3) must be replaced with three upper or lower band segment channels (or, if pre-Transition, channels bearing FCC-assigned numbers 1, 2 or 3) that will be contiguous through the post-Transition period; (5) it shall have a FCC-defined geographic service area ("GSA") at least as large as that of the Assigned Channel of like number (e.g., Gl and Dl); (6) its GSA shall include a total estimated population at least as large as the total estimated population within the GSA of the Assigned Channel of like number; (7) if the Received Channel is subject to any Interference Consent(s), those Interference Consent(s) must meet the requirements for classification as Conforming Interference Consents and provide Licensee, after the swap, with the same rights the Licensee would have pursuant to a Conforming Interference Consent as reasonably determined by Licensee; (8) the Received Channel's authorization shall not be subject to any facts or circumstances which Licensee reasonably determines could cause its FCC authorization to be cancelled, forfeited, revoked, subject to cancellation, forfeiture or revocation, or not to be able to transition to its default channel specified in FCC Rule 27.5(i)(2) or any successor rule; (9) the Received Channel shall be free and clear of all liens, encumbrances, and rights of persons (with the exception of third party leases that will not apply after the swap and except agreements permitted under clause (7)); and (10) the Received Channel shall be free of any unusual license conditions not also applicable to the Assigned Channel. Clearwire's right to require Licensee to swap is subject to FCC consent and the consent of the Swap Partner. Notwithstanding the foregoing in this Section 5(e), Licensee shall reasonably consider channel swaps for spectrum that is not Suitable Replacement Spectrum. 6. EQUIPMENT; CONTINUATION OF ACCESS RIGHT ROYALTIES; CONTROL OF OPERATIONS (A) OPERATION AND MAINTENANCE OF EQUIPMENT. Subject to the last sentence of this Section 6(a), prior to the Legacy Stop Date (as defined in Section 5(b)(iii)), Licensee may operate the legacy video transmission equipment currently in place, if any (including replacements thereto), for the Channels (the "EBS EQUIPMENT") at each transmission site (including substituted and additional sites), it being understood that Licensee's operations under this Section 6(a) are solely for Licensee's educational purposes. If Licensee chooses not to operate the transmission equipment currently in place or replacements thereto, then Licensee and Clearwire will cooperate in filing all necessary applications and notices with the FCC to "go dark" and not transmit on the Channels for an allowed period of time or notify the FCC that Licensee has ceased operation. If Clearwire or any of its Affiliates has EBS and/or BRS spectrum operations in the Market Area of the Channels, then Clearwire will operate legacy video for Licensee at Clearwire's expense until the earlier of the Legacy Stop Date and the end of the Transition. (B) POST-TRANSITION OR MIGRATION OPERATION AND MAINTENANCE OF EQUIPMENT ON THE EXCLUDED CHANNELS. Subject to the last sentence of Section 6(a), while 8

operating a video system for Licensee's educational purposes under Section 6(a), it is Licensee's responsibility to operate and maintain its video equipment. (C) EQUIPMENT PURCHASE OR LEASE OPTION; TAIL SERVICES AND EQUIPMENT. (i) Subject to subsection (ii) below, in the event this Agreement expires or is terminated for any reason other than a default by Licensee, Licensee shall have the option, upon giving notice to Clearwire within thirty (30) days of such expiration or termination (the "PURCHASE OPTION PERIOD"), to purchase the whole or any part as determined by Licensee of transmission and reception equipment (not including any tower rights) then in operation that is used to transmit Licensee's Reserved Capacity on the Channels, whether such equipment is dedicated entirely to Licensee's Reserved Capacity or shared (the "LICENSEE'S SPECIFIED EQUIPMENT"), or equivalent equipment. The price for such equipment shall be equal to the lesser of the [***] [*** Confidential Treatment Requested] 9

[***] (ii) If Licensee notifies Clearwire of its desire to acquire Licensee's Specified Equipment and Additional Equipment-Related Features, in lieu of selling the Licensee's Specified Equipment and Additional Equipment-Related Features to Licensee as specified in subsection (i) above, Clearwire shall have the option instead to lease such to Licensee for an initial term of one year, renewable annually at the option of Licensee for as many as nine (9) one-year renewal terms. During the period of such lease, Clearwire shall have the right to share the use of Licensee's Specified Equipment and Additional Equipment-Related Features, so long as such sharing does not diminish the utility to Licensee. The monthly amount payable by Licensee to Clearwire to lease these items shall be the lesser of: (x) [***] of fair market value of the Licensee's Specified Equipment and Additional Equipment-Related Features at the commencement of the initial lease term, and (y) Clearwire's [***] of leasing Licensee's Specified Equipment and Additional Equipment-Related Features to Licensee. (iii) For the purposes of this Section 6(c), determinations of fair market value shall be made by an independent engineering firm selected by Licensee and subject to approval by Clearwire, and the cost of reaching such determination shall be shared equally by parties. (iv) For a period of [***] after the expiration or termination of this Agreement, unless termination resulted from Licensee's breach of this Agreement, Licensee shall have the right to continue to receive the same in-kind facilities, services and benefits Licensee received during the Term, including each of the Access Right Royalties under Section 7, on the most favorable terms and conditions, including price, as Clearwire or any of its Affiliates offers such Access Right Royalties, or services and equipment substantially similar thereto. When Clearwire provides Licensee with the price and other terms for the Access Right Royalties under this paragraph, Clearwire will also provide an officer's certificate certifying that such pricing and other terms meet the requirements of this Section 6(c) and are the MFN Price. The provisions of this Section 6(c) shall survive the expiration or termination of this Agreement for any cause, unless termination is caused by Licensee's breach of this Agreement. (D) OPERATION OF FACILITIES ON THE CHANNELS TO MEET SUBSTANTIAL SERVICE REQUIREMENTS. In addition to the foregoing, Clearwire, at its expense, will construct, operate and maintain facilities for the Channels that provide operating transmission and coverage capability sufficient to satisfy minimum build-out, operational, service or performance requirements applicable to the Channels or which must be satisfied to avoid a reduction in Channels or their capacity, including substantial service standards, all as required or prescribed under then-applicable FCC Rules. Without limiting the generality of the foregoing, Clearwire shall have constructed and maintained in service such facilities operating on the Channels as are needed to qualify for a "safe harbor" under the FCC Rule 27.14(e)(l)(ii) and/or 27.14(e)(2), as they may be amended from time to time, or any other applicable "safe harbor" as may be [*** Confidential Treatment Requested] 10

reasonably acceptable to Licensee, so that Licensee would qualify for at least one of such "safe harbors" on [***] as if the [***] substantial service showing deadline of FCC Rule 27.14(e) had been advanced to [***] (the "[***]") and Clearwire shall continue to maintain such facilities in service between [***] and the later of [***] and such date to which the FCC may extend the substantial service showing deadline so as to ensure that the FCC finds that Licensee has met the substantial service requirement under FCC Rule 27.14(e). In the event that the FCC by Final Order effective prior to [***] extends the substantial service showing date beyond [***], then the [***] deadline shall be extended to the date that is [***] before such extended date. In the event that Clearwire determines that it may not satisfy the [***], and if, by [***], Clearwire demonstrates to Licensee's reasonable satisfaction that Clearwire will meet the [***]'s deadline if this deadline is extended to [***], then this deadline shall be extended to [***] by written notice from Licensee to Clearwire. In the event that (i) Clearwire elects to make such demonstration by [***], and Licensee informs Clearwire that Licensee is not reasonably satisfied that Clearwire will meet the [***] if the deadline for it is extended to [***] or (ii) Clearwire does not make such a demonstration by [***], Clearwire shall be in material breach of this Agreement and Clearwire shall have a cure period to meet the [***] that ends on [***], notwithstanding any longer cure period or requirement for breach notice for non-payment breaches provided by Section 11(c). If Clearwire fails to meet the [***] by the end of that thirty (30) day cure period, Licensee shall have the right to terminate this Agreement or to build such facilities as qualify for a "safe harbor" under Section 27.14(e) of FCC Rules, and Clearwire shall reimburse Licensee's reasonable costs of doing so. In the event Clearwire makes such demonstration to Licensee's reasonable satisfaction, but fails to satisfy the [***] by [***] such failure shall constitute a material breach by Clearwire, for which there shall be no requirement of breach notice or opportunity to cure notwithstanding Section 11(c), and Licensee shall have the right to terminate this Agreement or to build such facilities as qualify for a "safe harbor" under Section 27.14(e) of FCC Rules, and Clearwire shall reimburse Licensee's reasonable costs of doing so. (E) CONTROL OVER OPERATIONS. On and after the Commencement Date, Clearwire shall exercise such day-to-day operational control over operations on the Channels as permitted by FCC Rules pertaining to de facto transfer agreements under its secondary markets rules; provided, however, that Licensee shall retain such powers of oversight and control as are needed to ensure compliance with standards of conduct for which Licensee remains accountable to the FCC or as otherwise reserved by this Agreement. In the event (A) Licensee becomes aware of an on-going violation or repeated violations by Clearwire of the Communications Act or the FCC Rules governing its use or Licensee's use of the Channels (collectively, the "Governing Rules"), or any other violation of the Governing Rules that might adversely affect Licensee's rights in the License, might impose unreimbursed liability on Licensee as licensee of the Channels or might cause the FCC to revoke, cancel, rescind or materially adversely modify the De facto Transfer Authorization and (B) after Licensee gives notice to Clearwire of such violation(s), Clearwire does not immediately, in the case of an on-going violation, begin to cure such violation and fully effect such cure within thirty (30) days or such period that the FCC may specifically impose, and in the case of repeated violations, take steps to prevent such violations in the future and fully effect such steps within thirty (30) days or such period that the FCC may [*** Confidential Treatment Requested] 11

specifically impose, such that the violation does not re-occur, Licensee shall be entitled to take action to force Clearwire to immediately cease such violation(s), immediately comply with the Governing Rules and take such preventative steps, all at Clearwire's expense, and including the right to immediately seek injunctive relief, and in each case without first giving Clearwire any further notice or awaiting any further cure period. 7. ACCESS RIGHT ROYALTIES Clearwire shall provide the access right royalties described in this Section 7 (the "Access Right Royalties") from and after the later of the Commencement Date and the first commercial launch by Clearwire of its wireless services on the Channels or other EBS or BRS channels in the Geographic Market of the Channels. (A) COST-FREE EDUCATIONAL ACCOUNTS. Included in the Access Right Royalties provided to Licensee, Licensee shall be entitled to Cost-Free Educational Accounts in respect of the Educational Reservation and the Additional Cost-Free Educational Accounts as provided in this Section 7. (i) Educational Reservation Basic Cost-Free Educational Accounts. A. In respect of Licensee's educational reservation covering the [***] educational spectrum capacity currently required by the FCC Rules pertaining to the FCC Licenses (the "EDUCATIONAL RESERVATION"), Licensee shall be permitted to utilize the Educational Reservation in such locations served by the Clearwire National Platform on a full time basis as Licensee desires for its operations. Clearwire and Licensee shall at all times comply with applicable FCC Rules. Clearwire may not use the Educational Reservation. In the event that the Parties cannot agree on the application of any new rule or interpretation regarding the Educational Reservation in their circumstances, the Parties shall jointly approach the FCC for clarification in a timely fashion and, to the extent the matter remains unresolved thereafter, shall settle the matter by applying the Dispute Resolution Procedures. B. Initially, Clearwire shall provide Licensee [***] Cost-Free Educational Account per Cell Site in the Market Area (each a "BASIC COST-FREE EDUCATION ACCOUNT"). The number of Cost-Free Educational Accounts provided pursuant to this Agreement shall be adjusted upward every [***] proportionate to the growth of the overall data capacity of Clearwire's network in the Market Area of the Channels. The growth (if any) in the overall data capacity shall be determined as set forth in Section 20(b)(iii). (B) ADDITIONAL COST-FREE EDUCATIONAL ACCOUNTS. In addition to, and not in lieu of, the Cost-Free Educational Accounts provided to Licensee by Clearwire pursuant to the Educational Reservation as set forth in Section 7(a), Clearwire shall provide Licensee with additional Cost-Free Educational Accounts in the number computed in accordance with this Section 7(b) (the "ADDITIONAL COST-FREE EDUCATIONAL ACCOUNTS"). [*** Confidential Treatment Requested] 12

(i) Number and Periodic Adjustment. Licensee will have access to additional spectrum capacity on Clearwire's National Platform in the form of Cost-Free Educational Accounts equal to the greater of (X) [***] Cost-Free Educational Accounts per Sector in the Market Area of the Channels and (Y) the quantity of Cost-Free Educational Accounts determined by applying the Formula Quantity. The number of Additional Cost Free Educational Accounts that Clearwire is obligated to provide to Licensee shall be recalculated and revised annually as of January 31 of each calendar year. A. Educational End Users. Cost-Free Educational Accounts shall be exclusively for Educational End Users and not for resale, assignment or transfer by Licensee outside of its Educational End User environment or to persons who cease to be officially associated with such Educational End User. (By way of example, a university may resell the service to its students, faculty, administrators and staff, while such persons are involved with the university, but shall cease to provide the service if a member of the faculty terminates employment or a student graduates and ceases to be involved in university matters.) B. Time of Delivery. The Additional Cost-Free Educational Accounts shall be provided by Clearwire to Licensee pursuant to this Section 7(b) upon the commercial launch of Clearwire's broadband wireless service in the Market Area of the Channels, or the applicable Commencement Date thereof if later. (C) LICENSEE MVNO. (i) In addition to the right to Cost-Free Educational Accounts, Licensee shall have the right to resell the Clearwire service in the form of MVNO Educational Accounts to Educational End Users in the Market Area. An "MVNO EDUCATIONAL ACCOUNT" shall have the identical characteristics as a Cost-Free Educational Account, except that there shall be a charge to Licensee as determined pursuant to this Section 7fc). Clearwire shall sell to Licensee such services, at a cost equal to the lowest wholesale rate provided by Clearwire to an arms-length third party in the Market Area of the Channels or other comparable market pursuant to any applicable agreement. However, the number of MVNO Educational Accounts is limited in such Market Area to twice the number of Cost-Free Educational Accounts for such Market Area. (ii) Mechanics. The resale of Clearwire's services pursuant to this Section 7(c) shall be accomplished pursuant to a standard Clearwire wholesale agreement form revised to be consistent with the terms of this Agreement, which will be provided to Licensee upon its request to resell an MVNO Educational Account to an Educational End User. Such arrangement shall be executed not later than thirty (30) days after the availability of such services. [*** Confidential Treatment Requested] 13

(D) ACCESS TO EDUCATIONAL END USER DEVICES. Clearwire shall also make any end-user equipment used in the Clearwire National Platform available for purchase by Licensee at [***] above Clearwire's cost to acquire such end-user equipment. Equipment provided to Licensee pursuant to this section shall be used solely by Educational End Users and not for resale. (E) SHARING OF FEATURES AND SERVICE SETS. Licensee shall have access to, and full use of, system capabilities, services and feature sets that are generally provided to Clearwire's retail customers or wholesalers to mass market customers. Licensee shall have access to reasonably necessary support made available to Clearwire's commercial customers generally, and that is reasonably necessary for Licensee to offer services to its Educational End Users as contemplated by their agreement. Licensee shall have access to new capabilities, features and service sets within six months of the time that Clearwire makes them available to customers generally, but not earlier than the Commencement Date. (F) ORDERING COST-FREE EDUCATIONAL ACCOUNTS AND ADDITIONAL COST-FREE EDUCATIONAL ACCOUNTS; DELIVERY AND INSTALLATION. Licensee may activate Cost-Free Educational Accounts and Additional Cost-Free Educational Accounts at no cost to Licensee, via submission of a standard Order Form or online ordering to Clearwire, to the extent consistent with the terms of this Agreement. Clearwire will fill each such order within the standard delivery interval by which it activates new service requests for subscribers generally, and shall ship associated user units to Licensee's requested destination or complete installation of user equipment which normally is installed by Clearwire, its Affiliate or a contractor of either of them within the standard installation interval by which it makes new installations of user units. Licensee shall comply with all laws and obtain any necessary governmental permits or approvals, and third party approvals, which are necessary in order for Clearwire to undertake an installation. (G) TERMS OF USE. To the extent not inconsistent with the terms of this Agreement, Licensee's ordering and use of Cost-Free Educational Accounts, the Additional Cost-Free Educational Accounts and MVNO Accounts, and the use of such services by Licensee's users and permitted users, shall be governed by the acceptable use policy and terms of service, and such other policies of general applicability which apply to such services, which are subject to amendment and may be found at http://www.clearwire.com or such other URL as may be designated; provided, however, that financial terms contained in the terms of service shall not apply to such services. In addition to the foregoing policies, but only to the extent not inconsistent with the terms of this Agreement, Clearwire may specify from time to time, in its sole discretion, reasonable and non-discriminatory procedures for the activation, addition, deletion or substitution of services to Licensee, its users and permitted users that do not impose obligations on or detract from the services received by Licensee or its permitted users. (H) EQUIPMENT AND SOFTWARE. For Licensee and any permitted users for whom Clearwire provides services pursuant to this Section 7, Clearwire shall make available any equipment, services or software, including upgrades, that Clearwire makes generally available to Clearwire's or its Affiliate's retail customers subscribing to the same tier of service in the market(s) where it is used over BRS or EBS facilities. In the event that any equipment upgrade [*** Confidential Treatment Requested] 14

involves replacement of equipment, the replaced equipment shall be returned to Clearwire or its designee and title to the replacement equipment shall transfer to Licensee or its designee. (I) TITLE. All equipment provided by Clearwire to Licensee shall be the property of Licensee or its designee(s), free and clear of all liens and encumbrances, when paid in full (if any payment is required). Licensee shall own, and be solely responsible for the maintenance and operation of, all facilities installed at Licensee's locations and receive sites, including the sites of its permitted users, subject to manufacturers' warranties. (J) PREFERRED CONTENT PROVIDER. (i) Scope. In the event that Clearwire provides third party content to customers over its network in the Market Area of the Channels, Licensee may elect to become be a "PREFERRED CONTENT PROVIDER" over such network in such Market Area for such duration as Licensee may select. As a Preferred Content Provider, Licensee shall have the same degree of access to, and use of, any system capability, service or feature set that is provided to premium third party content providers. (ii) Service Sets and Features. To the extent that Clearwire's or its Affiliates' most favored program suppliers pay for features and/or service sets, Licensee shall pay an equal amount for equal features and/or service sets to the extent that Licensee elects to utilize them. Licensee agrees that the programming that Licensee supplies to customers through Clearwire's network will be educational in nature. Licensee agrees not to resell Clearwire's network access, features and/or service sets to third parties, except in accordance with Sections 7(b)(i)a. and 7(c). (iii) Capacity Constraints. Clearwire reserves the right to restrict the use of the capabilities and services made available to Licensee as a Preferred Content Provider under this Section 7(j) if such use is no longer commercially and technically feasible due to limitations in network capabilities. Clearwire shall comply with the provisions of this Agreement and the Master Agreement to ensure timely access to information about capacity usage and permit Licensee a reasonable opportunity to secure alternative access. (K) DEFINITIONS. (i) "ADDITIONAL COST-FREE EDUCATIONAL ACCOUNT" is defined in Section 7(b). (ii) "CELL SITE" means a tower, building or other outdoor structure equipped with one or more antennas to serve the surrounding area. (iii) "CLEARWIRE NATIONAL PLATFORM" means all Market Areas and all other areas within the United States where Clearwire and its Affiliates provide comparable services. (iv) "COST-FREE EDUCATIONAL ACCOUNT" means a wireless broadband connection that Clearwire or its affiliate provides to Licensee without charge or 15

expense to Licensee. Cost-Free Educational Accounts shall have the same capacity and characteristics as the highest level of premium mass market retail service provided on Clearwire or its affiliate's network in the market where it is used. Multiple individuals that are associated with an Educational End-User may share the same Cost-Free Educational Account through Wi-Fi hotspots, local area networks, and other means. To the extent not inconsistent with the terms of this Agreement, the Cost-Free Educational Accounts shall be subject to the terms of Clearwire's then generally applicable Acceptable Use Policy. The Cost-Free Educational Accounts shall be fully portable anywhere within the Clearwire National Platform to the extent that Clearwire offers such portability to any customer. (v) "EDUCATIONAL END USERS" or "EEU" shall be only non-profit entities, educational entities and/or Social Welfare Agencies that use the services for their own purposes, provided that Licensees shall not provide such services pursuant to a request-for-proposals (RFP) or other substantially similar commercially competitive opportunities, and Licensees shall not provide such services to any entity if such entity already has an existing business relationship with Clearwire. For this purpose, "SOCIAL WELFARE AGENCIES" includes only (1) those governmental and quasi-governmental agencies and departments that provide as their primary service public welfare assistance services (such as low-income housing, food stamps, or domestic violence services) to the public or (2) correctional institutions that use the service in connection with a written agreement with the Licensee for specific programming content produced or procured by Licensee or with whom Licensee has had a prior written relationship; provided that such programming content is delivered to such correctional institutions without charge or other fees. Social Welfare Agencies shall specifically exclude treasury and revenue services departments, law enforcement agencies, legislatures, the office of the mayor and the military. (vi) "FORMULA QUANTITY" as of any date, is the product, rounded up or down to the nearest whole number, obtained by multiplying: (a) the Local Channel Ratio by (b) [***], and by (c) the number of subscribers served by Clearwire or any of its affiliates in the Market Area of the Channels as of the end of the previous calendar year. In the event that this product is a fraction, it shall be rounded up or down to the nearest whole number. (vii) "GEOGRAPHIC MARKET" means the larger of (A) the area covered by the GSA(s) of the Channels as amended from time to time, without regard to any subsequent swap affecting the Channels after the Effective Date, and (B) such GSA(s) combined with the area(s) covered by the substantially overlapping GSA(s) of EBS and/or BRS systems which Clearwire or any of its Affiliates have the right to use in that same market. (viii) "LOCAL CHANNEL RATIO" is the fraction obtained by dividing the number of Channels as of the date of the calculation by the total number of EBS and BRS channels in the Market Area of the Channels with substantially overlapping GSAs then used to provide service in such Market Area licensed to or under a use agreement with Clearwire or any of its Affiliates (including those of Licensee) as of that date, in [*** Confidential Treatment Requested] 16

each case determined without multiplying a channel by the number of times it is deployed. (ix) "MARKET AREA" means the network coverage footprint of the network of Clearwire and its Affiliates which includes all or part of the GSA(s) of the Channels in the Geographic Market, based on its build-out engineered for services from time to time once it has commenced commercial operation. (x) "MARKET AREA OF THE CHANNELS" is the Market Area of the Channels as of the Effective Date. (xi) "MVNO ACCOUNTS" means a broadband connection and related services that Clearwire or its affiliate provides, including such user equipment as Clearwire or its affiliate may provide for such connection services. (xii) "ORDER FORM" is a form which elicits such information as is reasonably required by Clearwire to provide the service, and which does not contain any provision that modifies the service or any provision that is inconsistent with this Agreement. It is agreed that Clearwire Order Forms will be in the form of its standard order forms. (xiii) "SECTOR" means a directional antenna located at a cell site that serves a portion of a Cell Site area. 8. INTERFERENCE CONSENTS Upon advance written notice to Licensee given after the Commencement Date, Clearwire shall have the right to enter into agreements ("INTERFERENCE CONSENTS") allowing third party licensees and operators to operate transmitters that cause greater levels of signal strength within the Licensee's GSA than otherwise is permitted under Part 27 of FCC Rules in order to coordinate Clearwire's operations in Licensee's GSA with those of third parties. This right shall apply only to such Interference Consents ("CONFORMING INTERFERENCE CONSENTS") as (1) by their terms expire upon the earlier of the expiration or termination of this Agreement; (2) do not result in or allow operations as may result in a degradation in the value of the Channels or any impairment of the FCC License for the Channels that is material or will continue beyond the expiration or termination of this Agreement; (3) are limited to terms and conditions providing for fair and reciprocal rights and limitations for and on the operation of Licensee's facilities and the facilities of the other party in connection with system coordination inside Licensee's GSA and at Licensee's GSA boundaries and provisions ancillary thereto, but not channel swapping; (4) do not cede, grant or provide any part of the Licensee's GSA or channel capacity to a third party; (5) do not allow the placement of third party transmitters operating on the frequencies of any of the Channels within the Licensee's GSA, except for transmitters operated pursuant to Special Temporary Authority for not more than a total of 180 days plus a renewal period of not more than 180 days, and in any event ending prior to the expiration or termination of this Agreement; and (6) do not prevent the construction of facilities sufficient to qualify the Licensee for a substantial service safe harbor pursuant to the terms of this Agreement. Third-party rights to use 17

Licensee's GSA or channel capacity other than those matters related above are to be handled in accordance with the assignment or sublicensing provisions of this Agreement. All Interference Consents entered into by Clearwire pursuant to this Section shall provide that the Licensee has the right to require the third party to cease operations that required the Interference Consent to exist upon the expiration or termination of this Agreement, including the right of specific performance of such requirement and the payment by the third party of attorneys' fees in enforcing that right, and that such rights shall not be affected or diminished by any default by Clearwire. Except in connection with a permitted assignment of this Agreement itself, Clearwire shall have no right or power to assign any such Interference Consent, it being understood that Clearwire's rights to enter such Interference Consents is based upon a special relationship with Licensee. Unless termination results from Licensee's material breach of this Agreement, Clearwire shall be responsible for any unreimbursed cost or damages to Licensee as a result of a third party's failure to cease operations upon expiration or termination of the Agreement, and shall pay Licensee's legal fees in connection with enforcement of the Interference Consent. The rights in this paragraph shall survive the expiration or termination of this Agreement for any cause. Clearwire shall not enter into any Interference Consent, or any amendment or supplement thereto, without first giving Licensee and its counsel thirty (30) days advanced written notice or such lesser time as may be required by the exigencies of the situation but no less than ten (10) days (the "NOTICE PERIOD") of Clearwire's intention to enter into the consent, amendment or supplement, along with a complete and unredacted form of the consent, amendment or supplement (and any documents to which it refers) and a statement of the Notice Period applicable thereto. In the event that Clearwire intends to execute an Interference Consent, or any amendment or supplement thereto, that materially or substantively differs from the form previously supplied to Licensee, Clearwire shall once again follow the procedure and requirements of the immediately preceding sentence as though no notice of the document in the prior form had been given. During the Notice Period applicable to any proposed Interference Consent, or any amendment or supplement thereto, Clearwire shall answer questions and entertain comments and suggestions of the Licensee. The failure of Licensee to object to any proposed Interference Consent, or any amendment or supplement thereto, shall not constitute a waiver of this Section 8 or be construed as Licensee's implied endorsement of such proposed consent, amendment or supplement. 9. OTHER APPLICATIONS, APPLICATION COSTS; FEES; DE FACTO TRANSFER AUTHORIZATION APPLICATION (A) APPLICATION PREPARATION. Clearwire will prepare and submit in its name all applications, amendments, petitions, requests for waivers, and other documents necessary for the proper operation of Clearwire Capacity consistent with this Agreement and Licensee's responsibilities as a FCC licensee. Licensee will prepare and submit all applications, amendments, petitions, requests for waivers, and other documents necessary for the modification, maintenance and renewal of the FCC License that, under FCC Rules, may only be filed by Licensee, including any such filings reasonably requested by Clearwire that are consistent with this Agreement and Licensee's responsibilities as a FCC licensee. The Parties 18

will cooperate in the preparation and submission of all applications, amendments, petitions, requests for waivers, and other documents necessary to secure any FCC approval, consent or other action required to effectuate this Agreement, including the substantial service showing required by [***]. In no event shall Licensee be required to make any filing or to take any position before the FCC or other Government Agency that is inconsistent with Licensee's interests or which Licensee believes in good faith may be construed by the FCC or other Government Agency as inconsistent with its responsibilities as a FCC licensee, not submitted in good faith or submitted for a purpose of delay in a proceeding. (B) APPLICATION COSTS. Clearwire will, at its own expense, prepare all applications, notices, certificates, exhibits, consent agreements, approvals or authorizations that Clearwire submits to the FCC or seeks to have Licensee submit to the FCC pursuant to the Agreement. Clearwire will also promptly pay or reimburse Licensee for its reasonable out-of-pocket expenses in connection with the activities requested or required of Licensee by Clearwire under this Agreement, including Licensee's expenses associated with the renewal of any FCC License and with any other filings with, or information requested by, the FCC, or required of Licensee to remain eligible under FCC Rules to provide Clearwire Capacity to Clearwire. (C) FEES AND TAXES. Clearwire will pay any Federal spectrum, federal regulatory, universal service, number portability fees, payphone fees, E911 fees and other fees, charges, assessments, impositions and taxes associated with the FCC License or imposed on Licensee as a result of the licensing, regulation or use of the capacity of the Channels by Licensee or Clearwire including, without limitation, any such fees, charges, assessments, impositions and taxes that may be imposed on or with respect to EBS spectrum or spectrum licenses in the future. Clearwire shall pay all such fees, charges, assessments, impositions and taxes upon receipt of notice from the FCC or taxing authority that such fees are due, or upon receipt of at least thirty (30) days advance written notice from Licensee that such fees or charges are due in the event that notice is not sent to Clearwire by the FCC or such taxing authority. Without limiting the generality of the foregoing, Clearwire shall be liable for and shall pay (and shall indemnify and hold harmless the Licensee Indemnified parties against) all sales, use, stamp, documentary, filing, recording, transfer, real estate transfer, registration, duty or similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any taxing authority in connection with this Agreement. (D) FCC LONG TERM DE FACTO TRANSFER LEASE AND EXTENSION APPLICATIONS. Within ten (10) business days following the execution of this Agreement and prior to consummating the transfer of de facto control of the Channels, the Parties shall cooperate as required to prepare and file with the FCC all forms and related exhibits, certifications and other documents necessary to obtain the FCC's authorization (the "DE FACTO TRANSFER AUTHORIZATION") of the long term de facto transfer caused by this Agreement as set forth in FCC Rule 1.9030(e) as amended from time to time (the "FCC LONG TERM LEASE APPLICATION"). Each Party shall fully cooperate with the other, and do all things reasonably necessary to timely submit, prosecute and defend the FCC Long Term Lease Application, and will promptly file or provide the other Party with all other information which is required to be provided to the FCC in furtherance of efforts to obtain or retain such grant. The Parties shall disclose in the FCC Long Term Lease Application the automatic extension of Clearwire's use rights upon the renewal of the FCC License. The Parties shall include in any FCC License renewal application, or [*** Confidential Treatment Requested] 19

separately request, as necessary, a request to permit Clearwire's use rights for the renewal term of the FCC License, if the Term will continue during any part of such FCC License renewal term. The Parties shall prosecute each such original or renewal application diligently and in good faith, including defending it and the grant thereof against all petitions to deny, informal objections, petitions for reconsideration, applications for review, appeals, writs, requests for stay filed against any such application or its grant, and shall file and prosecute petitions for reconsideration, applications for review, petitions for appeal, notices of appeal, writs of certiorari and associated pleadings challenging any denial of any such application or request. Any fees associated with the filing of the FCC Long Term Lease Application and applications or requests for renewal of the De facto Transfer Authorization, and all costs incurred in preparing, prosecuting or defending any and all petitions for reconsideration, applications for review, appeals, writs, requests for stay and remands of the grant or denial of any such original or renewal application and related pleadings, and for activity (such as oral argument and FCC staff visits) in support thereof, shall be paid by Clearwire. To the extent Licensee is required to file this Agreement with the FCC, the Licensee shall first notify and consult with Clearwire, and will to the extent permitted by the FCC redact all information from the Agreement which Clearwire reasonably designates as confidential including, but not limited to, all payment information. 10. TRANSFERS OR ASSIGNMENTS (A) Assignment and Transfer by Clearwire. Subject to any required FCC consent or authorization, Clearwire may assign this Agreement to a third party; provided, however, that Clearwire shall remain responsible for the performance of the payment obligations of the assignee pursuant to the Agreement, except that Clearwire shall not be responsible for the performance of the payment obligations of those assignees whose creditworthiness is equal to or better than Clearwire's, as measured by each party's respective bond ratings or other comparable measure, and who sign an agreement with, and reasonably acceptable to, Licensee to assume the obligations of Clearwire hereunder. (B) Sublicensing by Clearwire. With any required FCC consent or authorization, Clearwire may sublicense the use of Clearwire Capacity; provided, however, that Clearwire shall remain responsible for the performance of the payment obligations pursuant to this Agreement, except that Clearwire shall not be responsible for the performance of the payment obligations if and to the extent the sublicensee agrees with Licensee by agreement in form and substance reasonably acceptable to Licensee to perform such payment obligations and if the sublicensee's creditworthiness is equal to or better than Clearwire's, as measured by each party's respective bond ratings or other comparable measure. (C) Permitted Assignments by Clearwire: Distinct Service Entity. Notwithstanding the foregoing but subject to Section 10(d), Clearwire, with prior notice to Licensee but without the prior consent of Licensee, may: (1) assign any of its rights under this Agreement as collateral, provided that Clearwire shall remain responsible for performance of all its obligations under this Agreement and related obligations under the Master Agreement and further provided that the assignment shall be subject to the provisions of Section 9-408(d) of the 20

Uniform Commercial Code (Official Text); and (2) sell, assign, sublease, delegate or transfer this Agreement or any of its rights or obligations hereunder to any of Clearwire's Affiliates or any entity that acquires all or substantially all of the assets of the Clearwire subsidiaries that hold the U.S. assets and operating companies. In the event that an entity (a "SERVICE ENTITY") other than Clearwire is not the direct provider of any one or more of the Access Right Royalties, within ten (10) days of Licensee's request, Clearwire shall cause such Service Entity to execute and to deliver a written undertaking, in form and substance reasonably acceptable to Licensee, to provide such Access Right Royalties as it may provide in accordance with the provisions of this Agreement applicable thereto, including an assumption of the obligations of Clearwire under Section 7 and to be jointly and severally liable with Clearwire therefore (a "SERVICE ENTITY AGREEMENT"). No Service Entity Agreement shall be deemed to relieve Clearwire of any of its Access Right Royalty obligations hereunder. (D) PRE-COMMENCEMENT DATE RESTRICTIONS. In no event shall Clearwire undertake any assignment or sublicensing prior to the Commencement Date. (E) ASSIGNMENT BY LICENSEE. Licensee may assign the FCC License to any entity that is eligible under FCC Rules to hold the FCC License, who is reasonably acceptable to Clearwire and who assumes Licensee's prospective obligations under this Agreement, whereupon Licensee shall be forever relieved of such prospective obligations. If FCC consent to the assignment of the De facto Transfer Authorization is required for the rights of Licensee hereunder to be assigned to such proposed assignee, the Parties shall promptly join with the proposed assignee in seeking such consent and shall cooperate in prosecuting such consent application. Clearwire and Licensee agree that it is reasonable for Clearwire to reject a proposed assignee where the proposed assignee or its affiliate competes with Clearwire's offering over EBS or BRS spectrum. In the event that Licensee desires to assign its FCC License to another entity, Licensee shall inform Clearwire in writing of the identity of such entity and within twenty (20) days of such notice Clearwire shall inform Licensee in writing of whether Clearwire consents to such assignment or refuses to consent to such assignment and, if it refuses, the reason(s) it is relying upon for such refusal. Notwithstanding the foregoing, Licensee may, without the prior consent of Clearwire: (1) assign any of its rights under this Agreement as collateral and (2) sell, assign, sublease, delegate or transfer this Agreement or any of its rights or obligations hereunder to any of Licensee's affiliates controlled by or under common control with Licensee. 11. TERMINATION OF AGREEMENT (A) This Agreement will automatically terminate with respect to the FCC License or affected Channel(s) upon the earlier of: (1) the loss or expiration without renewal of the FCC License; or (2) an FCC Final Order revoking, terminating or canceling the FCC License, and in either such event this Agreement shall terminate on the date specified as the expiration, revocation, termination or cancellation date by any order in that proceeding (as that date may have been extended by stay or otherwise) or, in the absence of such specified date, the effective date of the last decision in that proceeding. 21

(B) This Agreement may be terminated by either Party if the other Party fails to cure a payment default under this Agreement within sixty (60) days of receipt of written notice from the non-defaulting Party specifying the payment default. (C) This Agreement may be terminated by either Party after the material breach of a non-payment obligation by the other Party or a material misrepresentation by the other Party and, except as provided in Section 6(d), the failure or refusal of the breaching Party (i) to diligently commence efforts to cure such default with reasonable promptness after receipt of written notice from the non-defaulting Party specifying the default but in no event any later than thirty (30) days after receipt of such notice, or (ii) to diligently continue efforts to cure such default after commencing such efforts, or (iii) to cure such default within one-hundred twenty (120) days of receipt of written notice from the non-defaulting Party specifying the default. In the event of an uncured material breach of a non-payment obligation, Licensee shall have the option, but not the obligation, to cure such breach at Clearwire's expense. A breach by a Service Entity of a Service Entity Agreement (subject to the expiration of applicable cure periods in the Service Entity Agreement, which shall be consistent with those stated in this Agreement) shall be deemed a breach by Clearwire of this Agreement. In the event of a material breach of this Agreement by Licensee prior to the Commencement Date, Clearwire's sole recourse shall be to seek the specific performance of this Agreement by Licensee. (D) Licensee may terminate this Agreement pursuant to Section 16(b). (E) If the Commencement Date does not occur by the first (1st) anniversary of the Effective Date, thereafter either Party may terminate this Agreement at any time before the Commencement Date by giving written notice of termination to the other Party. (F) In the event that the Commencement Date occurs, but the FCC's grant of the De facto Transfer Authorization is subsequently rescinded and such rescission has become a Final Order, this Agreement shall be deemed terminated on the date specified as the required termination date by any order in that proceeding (as that date may have been extended by stay or otherwise) or, in the absence of such specified date, the effective date of the last decision in that proceeding. (G) In the event of an FCC Final Order denying any application to allow the continuation or renewal of the De facto Transfer Authorization for a portion of the Term, this Agreement shall be deemed terminated on the date specified as the required termination date by any order in that proceeding (as that date may have been extended by stay or otherwise) or, in the absence of such specified date, the effective date of the last decision in that proceeding. (H) The Parties will notify the FCC of the termination of this Agreement with respect to the FCC License or any of the Channels within ten (10) calendar days following the termination. (I) Except as expressly set forth in this Agreement, upon the expiration or termination of this Agreement, each Party will pay its own fees and expenses related to this Agreement and the transactions contemplated herein, and the Parties will have no further liability to each other except by reason of any breach of this Agreement occurring prior to the date of 22

expiration or termination or after such expiration or termination if the breach is of a provision that by its terms survives such expiration or termination. Any termination or expiration of this Agreement, regardless of cause, will not release either Licensee or Clearwire from any liability arising from any breach or violation by that Party of the terms of this Agreement prior to the expiration or termination. The general and procedural provisions of this Agreement, which may be relevant to enforcing the obligations or duties of the Parties, as well as any other provisions that by their terms obligate either party following expiration or termination, will survive the expiration or termination of this Agreement until the obligations or duties are performed or discharged in full. (j) The Parties recognize that, in the event that a Party fails or refuses to perform any provisions of this Agreement, monetary damages alone will not be adequate. The non-defaulting Party shall therefore be entitled, in addition to any other remedies which may be available, including money damages, to obtain specific performance of the terms of this Agreement. Except as expressly set forth in this Agreement no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. Except as expressly set forth in this Agreement, the election of any one or more remedies by a Party shall not constitute a waiver of the right to pursue other available remedies at any time. 12. EXPENSES AND REVENUES All subsequent documents appended to this Agreement, and any FCC activity or activity to preserve, obtain or renew licenses shall be reimbursed by Clearwire, provided that (and except as specified otherwise in this Agreement) expenses in excess of $1,000 are approved as to reasonableness by Clearwire in advance, such approval not to be unreasonably withheld, conditioned or delayed; and provided further that Licensee shall not be required to take any action for which Licensee may request expense reimbursement from Clearwire until the Parties have reached agreement on reimbursement of expenses of Licensee related to such action in excess of $1,000. Except as otherwise provided in this Agreement, each Party will pay its own expenses incident to any amendments or modifications to the Agreement, including, but not limited to, all fees and expenses of their respective legal counsel and any engineering and accounting expenses. Licensee is entitled to none of the revenue generated from the use of the Clearwire Capacity, but only the royalties provided for in this Agreement. 13. COMPETITION Licensee agrees that it will not, during the Term of this Agreement, engage in building, operating, managing or distributing, on a for-profit basis, a wireless broadband network in the Market Area, except as allowed by this Agreement and except for the use of the Educational Reservation and the Access Royalties in compliance with the provisions hereof applicable to such royalties. 23

14. CONFIDENTIALITY AND NON-DISCLOSURE(13) (A) CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT. The terms of this Agreement that are not otherwise required to be disclosed to the FCC in support of the De facto Transfer Application, requests for renewals thereof or notices submitted to the FCC, or as required to be disclosed in filings with the Securities and Exchange Commission or state securities agencies, will be kept strictly confidential by the Parties and their agents, which confidentiality obligation will survive the termination or expiration of this Agreement for a period of two (2) years. The Parties may make disclosures as required by law, and to employees, shareholders, agents, attorneys and accountants (collectively, "AGENTS") as required to perform obligations under the Agreement, provided, however, that the Parties will cause all Agents to honor the provisions of this section. In addition, either Party may disclose this Agreement to its Affiliates, strategic partners, actual or potential investors, lenders, acquirers, merger partners, and others whom it deems in good faith to have a need to know such information for purposes of pursuing a transaction or business relationship with it, so long as it secures an enforceable obligation from such third party to limit the use and disclosure of this Agreement as provided herein. The Parties will submit a confidentiality request to the FCC in the event the FCC seeks from the Parties a copy of this Agreement or any other confidential information regarding its terms. (B) NON-DISCLOSURE OF SHARED INFORMATION. As used herein, the term "CONFIDENTIAL INFORMATION" shall mean all non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices should be understood to be confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving Party; (3) is lawfully received from a third party having rights therein without restriction of third party's or the receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. During the Term, the Parties may supply and/or disclose to each other Confidential Information relating to the business of the other Party. Each item of Confidential Information will be kept confidential by the Parties during the Term and for a period of three (3) years thereafter, but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing Party, the receiving Party will not disclose to any entity or person the Confidential Information, or the fact that the Confidential Information has been made available to it, except for disclosures required by law, disclosures authorized by the Party owning the Confidential Information and disclosures made in the context of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. Each ---------- (13) If the Licensee is a governmental body subject to an open records, sunshine or similar law or regulation that requires Licensee to make information available to the public in an manner or to an extent that would be inconsistent with this Section 14, revise this Section 14 to be consistent with such law or regulation. 24

person to whom Confidential Information is disclosed must be advised of its confidential nature and must agree to abide by the terms of this section. 15. ASSUMPTION OF LIABILITIES Neither Party is assuming or will be responsible for any of the other's liabilities or obligations (including but not limited to customer obligations) except as required by the FCC or this Agreement. 16. FCC-MANDATED OBLIGATIONS (A) Licensee and Clearwire are familiar with the FCC Rules affecting secondary markets for spectrum and the provision of EBS, the Communications Act of 1934, as amended ("COMMUNICATIONS ACT"), the Code of Federal Regulations, and all other applicable FCC Rules, and agree to comply with all such laws and regulations. (B) Effective on the Commencement Date, Clearwire assumes primary responsibility for complying with the Communications Act, and any FCC Rules that apply to the Channels and FCC License, and this Agreement may be revoked, cancelled or terminated, in accordance with Section 11, by Licensee or by the FCC if Clearwire materially fails to comply with applicable laws and regulations. (C) Neither Licensee nor Clearwire will represent itself as the legal representative of the other before the FCC or any party, but will cooperate with each other consistent with this Agreement with respect to FCC matters concerning the Licenses and the Channels. (D) If the FCC License is revoked, cancelled, terminated or otherwise ceases to be in effect, Clearwire will have no continuing authority or right to use the Channels unless otherwise authorized by the FCC. (E) This Agreement is not an assignment, sale or transfer of the FCC License itself. (F) This Agreement will not be assigned to any entity that is ineligible or unqualified to enter into a use agreement for the Channels under the FCC Rules. (G) Licensee will not consent to an assignment, subassignment or sublicensing of this secondary market arrangement unless such assignment, subassignment or sublicensing complies with applicable FCC Rules and this Agreement. (H) Licensee and Clearwire must each retain a copy of this Agreement and make it available upon request by the FCC, in accordance with the confidentiality provisions in Section 14. 25

17. LICENSEE'S AUTHORIZATIONS Licensee shall maintain all necessary qualifications to hold and to obtain renewal in the ordinary course of the FCC License subject to Clearwire's obligations under this Agreement, including, without limitation, Clearwire's obligation to cause Licensee's FCC License to timely meet the substantial service requirement, as such qualifications may be amended or modified from time to time (individually an "FCC QUALIFICATION" and collectively referred to as the "FCC QUALIFICATIONS"), and shall not knowingly or negligently take any action, or fail to take any action, which action or failure to act creates a material risk that Licensee shall lose any FCC Qualification; provided, that in the event that the FCC or any other legal authority shall at any time specify new or different qualifications or conditions for the maintenance of any FCC Qualification or shall issue a pronouncement offering a new interpretation of a FCC Qualification, Clearwire shall reimburse on demand Licensee's reasonable expenses of taking such action as are required for Licensee to bring itself and its operations into compliance with such new or different qualifications or conditions and maintaining such compliance; provided, further, that it shall not be deemed a breach of this sentence if Licensee loses a FCC Qualification as a result, in whole or in part, of an act or omission of Clearwire or any failure of Clearwire to perform its obligations under this Agreement. If, at any time, Licensee fails, or it appears to Licensee more likely than not that it will fail, to maintain any one or more of its FCC Qualifications with respect to the License, Licensee shall give written notice to Clearwire within five (5) days after Licensee becomes actually aware that (i) it no longer maintains such FCC Qualifications or (ii) with the passage of time or upon the occurrence of a future event it will no longer maintain such FCC Qualifications (referred to as a "Disqualification Event" Licensee shall cooperate with reasonable requests of Clearwire made from time to time for the purpose of verifying, at Clearwire' expense, that Licensee maintains its FCC Qualifications. Upon the occurrence of a Disqualification Event, Licensee shall, at Clearwire's expense, promptly undertake all reasonable actions to obtain, to the extent permitted by applicable law, a waiver from the FCC regarding the circumstances giving rise to such Disqualification Event or to cure the circumstances giving rise to such Disqualification Event. 18. MUTUAL REPRESENTATIONS AND WARRANTIES (A) BY LICENSEE TO CLEARWIRE. Licensee hereby represents and warrants to Clearwire that: (i) Organization and Good Standing. It is a ____________(14) duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. It is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where ---------- (14) Insert entity type. 26

the failure to be so qualified, authorized or in good standing does not have and would not reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Licensee, taken as a whole, other than changes affecting the broadband wireless business generally ("LICENSEE MATERIAL ADVERSE EFFECT"). (ii) Authorization of Agreement. It has all requisite power and authority to enter into, deliver and carry out the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by it and (assuming the due authorization, execution and delivery by the other parties hereto) this Agreement constitutes the legal, valid and binding obligations of Licensee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (iii) No Conflict. Except as set forth on the disclosure schedule attached hereto by Licensee (the "LICENSEE SCHEDULE"): A. Neither the execution and delivery by Licensee of this Agreement, nor compliance by Licensee with any of the provisions hereof will (i) conflict with, or result in the breach of, any provision of Licensee's certificate or articles of incorporation or bylaws, (ii) conflict with, violate, result in the breach of, constitute (with or without due notice, lapse of time or both) a default under, result in the acceleration of, create in any party the rights to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, license, agreement or other obligation to which Licensee is a party or by which Licensee or any of its properties or assets is bound or (iii) violate any statute, rule, regulation, order or decree of any Federal, state or local government, or any governmental, regulatory, legislative, executive, or administrative authority, agency or commission, or any court, tribunal, or judicial body ("GOVERNMENT AGENCY") by which Licensee is bound, except in the cases of clauses (ii) and (iii) for such conflicts, violations, breaches, accelerations or defaults as would not, individually or in the aggregate, have a Licensee Material Adverse Effect. B. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person, entity or Government Agency is required on the part of Licensee in connection with the execution and delivery of this Agreement or the compliance by Licensee with any of the provisions hereof, except as contemplated herein. (iv) FCC Licenses. Except as set forth on the disclosure schedule attached hereto by Licensee (the "LICENSEE SCHEDULE"): A. Licensee holds the License free and clear of all any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of 27

first refusal, easement, servitude, transfer restriction, encumbrance or any other restriction or limitation whatsoever except for liens for taxes not then due and payable and generally applicable FCC-imposed restrictions ("LIENS"). b. Licensee is authorized, by final order, to hold the FCC License, subject to any pending renewal application listed on the Licensee Schedule. c. To the best knowledge of Licensee, the Licensee Schedule sets forth a true list of interference consents that have been granted by Licensee with respect to any FCC Licenses and that are germane under the two-way rules and would have a material impact on the use of the Channels (excluding routine consents customary in the industry). (v) Litigation. Except as set forth in the Licensee Schedule and other than proceedings of general applicability and those related to market transitions, there is no action, suit, litigation, arbitration proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving any court or other Government Agency or any arbitrator or arbitration panel now in progress or pending or, to the knowledge of Licensee, threatened against Licensee or the assets (including the intellectual property rights) or the business of Licensee, nor to the knowledge of Licensee, does there exist any basis therefore, except for immaterial claims brought against Licensee in the ordinary course of business. Other than orders issued in licensing proceedings which contain no continuing requirements or continuing unusual conditions and Orders which are set forth on the Licensee Schedule, Licensee is not subject to any order, writ, judgment, injunction, decree, stipulation, determination, or award entered by or with any Government Agency. (vi) Compliance with Laws; Permits. To the best knowledge of the Licensee where and during the time access to the Channels currently subject to the FCC License has been governed by a third party agreement (and assuming that the third party agreement and normal conduct by parties pursuant to this type of agreement comply in all material respects with the Communications Act and FCC Rules) and except as provided in the Licensee Schedule, Licensee (a) has complied in all respects with all federal, state, local and foreign laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to it and its business with the Channels other than where noncompliance would not reasonably be expected to have a Licensee Material Adverse Effect and (b) has all federal, state, and local governmental permits, authorizations, approvals, licenses, certificates and consents ("PERMITS") necessary in the conduct of its business as currently conducted with the Channels and to own and use its assets used with the Channels in the manner in which such assets are currently owned and used other than where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Licensee Material Adverse Effect, such Permits are in full force and effect, and no violations have been recorded in respect of any such 28

Permit, and no proceeding is pending or, to the best knowledge of Licensee, threatened to revoke or limit any such Permit. (vii) Knowledge. Any representation, warranty, covenant, obligation, or part thereof that states that it is made to the best knowledge of Licensee is made to its best knowledge after commercially reasonable investigation and includes all facts which it knew or should have known as a result of such investigation, including the best knowledge of Licensee's executive officers and legal counsel after commercially reasonable investigation. (B) BY CLEARWIRE TO LICENSEE. Subject to any specific exceptions identified in the Master Agreement, Clearwire hereby represents and warrants to Licensee that: (i) Organization and Good Standing. Clearwire Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Clearwire is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada. Each has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its business as now conducted. Each of Clearwire and Clearwire Parent is duly qualified or authorized to do business as a foreign organization and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing does not have and would not reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Clearwire or Clearwire Parent, taken as a whole, other than changes affecting the broadband wireless business generally ("CLEARWIRE MATERIAL ADVERSE EFFECT"). (ii) Authorization of Agreement. Each of Clearwire Parent and Clearwire has all requisite corporate or limited liability company power and authority (i) to enter into, deliver and carry out this Agreement, and (ii) to enter into and deliver all documents required or necessary to be executed by it in connection with the consummation of this Agreement. This Agreement (assuming the due authorization, execution and delivery by Licensee) constitutes the legal, valid and binding obligations of Clearwire, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (iii) No Conflict. Neither of the execution and delivery by Clearwire or Clearwire Parent of this Agreement or the Master Agreement, nor the compliance by Clearwire or Clearwire Parent with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the certificate of incorporation, 29

certificate of limited liability company, bylaws or operating agreement of Clearwire or Clearwire Parent, (ii) conflict with, violate, result in the breach of, or constitute (with or without due notice, lapse of time or both) a default under, result in the acceleration of, create in any party the rights to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, license, agreement or other obligation to which Clearwire or Clearwire Parent is a party or by which Clearwire or Clearwire Parent or any of its respective properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any Government Agency by which Clearwire or Clearwire Parent is bound, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, accelerations or defaults as would not, individually or in the aggregate, have a Clearwire Material Adverse Effect. (iv) Consents. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person, entity or Government Agency is required on the part of Clearwire or Clearwire Parent in connection with the execution and delivery of this Agreement or the Master Agreement or the compliance by Clearwire or Clearwire Parent with any of the provisions hereof or thereof. (v) Litigation. Except as would not reasonably be expected to have a materially adverse effect on the ability of Clearwire to execute, deliver and perform this Agreement, (a) there is no Proceeding now in progress or pending or, to the knowledge of Clearwire, threatened against Clearwire or Clearwire Parent or the assets or the business of Clearwire or Clearwire Parent and (b) neither Clearwire nor Clearwire Parent is subject to any order, writ, injunction or decree of any court or other Government Agency other than orders issued in licensing proceedings. (vi) Compliance with Laws; Permits. Each of Clearwire and Clearwire Parent (a) has complied in all respects with all federal, state, and local laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to it and its business other than where noncompliance would not, individually or in the aggregate, reasonably be expected to have a Clearwire Material Adverse Effect and (b) has all federal, state, and local governmental Permits necessary in the conduct of its business as currently conducted and to own and use its assets in the manner in which such assets are currently owned and used other than where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Clearwire Material Adverse Effect, such Permits are in full force and effect, and no violations have been recorded in respect of any such Permit, and no proceeding is pending or, to the best knowledge of Clearwire, threatened to revoke or limit any such Permit. (vii) Brokers. Neither Clearwire nor any of its directors, officers, employees or representatives has employed any broker or finder in connection with this Agreement. 30

19. INDEMNIFICATION (A) Licensee shall indemnify Clearwire, its Affiliates, and each of their respective stockholders, directors, officers, employees, agents, successors and assigns (collectively, the "CLEARWIRE INDEMNIFIED PARTIES") and hold each of the Clearwire Indemnified parties harmless from and against any and all Damages based upon, attributable to or resulting from: (i) the failure of any representation or warranty of Licensee set forth herein, or any representation or warranty contained in any certificate delivered by or on behalf of Licensee pursuant to this Agreement, to be true and correct as of the dates made; or (ii) the breach of any covenant or other agreement on the part of the Licensee under this Agreement. (B) Clearwire shall indemnify the Licensee, its Affiliates, and each of their respective, agents, successors and assigns (collectively, the "LICENSEE INDEMNIFIED PARTIES") and hold each of the Licensee Indemnified parties harmless from and against any and all Damages based upon, attributable to or resulting from: (i) the failure of any representation or warranty of Clearwire set forth herein, or any representation or warranty contained in any certificate delivered by or on behalf of Clearwire pursuant to this Agreement, to be true and correct as of the dates made; (ii) the breach of any covenant or other agreement on the part of Clearwire under this Agreement; (iii) the operation of equipment by, the provision of service by or otherwise related to the activities of Clearwire, any of its Affiliates or any of its sublicensees or resellers including, without limitation, damage to health; or (iv) any forfeitures or fines levied by the FCC against Licensee, or Loss or impairment of the FCC License, arising from Clearwire's act or omission. (C) DETERMINATION OF DAMAGES. As used herein, "DAMAGES" means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person, and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultants' fees, and reasonable attorneys' fees and costs, of every kind and description, contingent or otherwise. For purposes of the above, the amount of Damages in respect of any breach of a representation or warranty shall be determined without regard to any limitation or qualification as to materiality set forth in such representation or warranty. As used in this Agreement, "PERSON," whether or not such term is capitalized, means any individual, partnership, firm, corporation, limited liability licensee(s), association, trust, unincorporated organization, or other entity. 31

(D) INDEMNIFICATION PROCEDURES. (i) In the event that any claim shall be asserted by any Person in respect of which payment may be sought under this Section 19 (each, a "CLAIM"), the indemnified party shall reasonably and promptly cause written notice (a "CLAIM NOTICE") of the assertion of such Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, it shall within five (5) days of delivery of the Claim Notice (or sooner, if the nature of the Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Damages under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if, so requested by the indemnifying party to participate or (ii) in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation, or settlement of any such Claim. (ii) After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter. (iii) The failure of the indemnified party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss and prejudice as a result of such failure. 32

(E) SURVIVAL. Each Party's obligations under this section will survive the expiration or termination of this Agreement. 20. INFORMATION SHARING OBLIGATIONS AND CONSULTATION REGARDING ACCESS RIGHT ROYALTIES AND CERTAIN OTHER COVENANTS (A) OVERVIEW OF CONSULTATION/INFORMATION EXCHANGE REQUIREMENTS. (i) Guiding Principles. The consultation, governance and information rights and obligations and the related processes for audit contained in this Section 20 (collectively, the "ONGOING OBLIGATIONS"), are intended to preserve the benefits to Licensees set forth in this Agreement's Sections 6(c) and 7 hereof in light of changes in the wireless broadband environment over a Term of approximately _______(15) years. By way of example and not limitation, the Parties recognize that changes to the technology or architecture of Cell Sites or Sectors, or to the composition, number or characteristics of Subscribers, could, without accompanying changes to the provisions of Section 7 result in an adverse impact on the number of Cost-Free Customer Accounts to which Licensee is entitled or otherwise impair their value in comparison to the anticipated circumstances at the time of execution of this Agreement. The Ongoing Obligations are intended to facilitate good faith negotiation and resolution of issues arising from changes in circumstances during the Term, but any failure to comply with the Ongoing Obligations is to be addressed through the Dispute Resolution Procedures and shall not give rise to a right to terminate this Agreement. (ii) Party Representatives. To facilitate the Ongoing Obligations, each Party shall designate a party representative as provided in this Section 20(a)(ii) to act as its representative with respect to the all matters under this Agreement and in particular with respect to matters governed by Section 20(e) (the "PARTY REPRESENTATIVES"). Notwithstanding the foregoing in this Section 20(a)(ii), if the rights of Clearwire hereunder at the outset of a negotiation hereunder are held by Clearwire or a Clearwire Affiliate and the rights of Licensee hereunder remain held by the entity that executed this Agreement as the "Licensee" or an Affiliate of that entity, then the appointment of Party Representatives, including the number for each, shall be governed by Section 8.01(b) of the Master Agreement, and if during any negotiations the rights of Clearwire hereunder are not held by Clearwire or a Clearwire Affiliate or the rights of Licensee hereunder are no longer held by the entity that executed this Agreement as the "Licensee" or an Affiliate of that entity, then the appointment of Party Representatives, including the number for each, shall be governed by this Section 20(a)(ii) and the Parties shall promptly make new appointments. (iii) Relationship Management. To facilitate the management of the relationship between Licensee and Clearwire, the Licensee shall be provided with the ---------- (15) Insert number of years remaining. 33

information disclosure provided for in Section 20(b) through Section 20(e) at the times specified therein. The completeness and accuracy of such information may be evaluated through the audit process set forth in Section 20(f). (B) CAPACITY DISCLOSURE. (i) Initial Capacity Disclosure. Within thirty (30) days of the later of (i) the commercial launch of a Clearwire Affiliate's broadband wireless system in the Market Area, and (ii) the Commencement Date (such later date, the "EBS Relevance Date"), Clearwire shall disclose in writing to Licensee: (1) the total number of EBS and BRS channels Clearwire currently is utilizing in the Market Area of the Channels, (2) the number of Cell Sites in such Market Area, and (3) the number of Sectors in such Market Area. The information pursuant to (1) and (2) shall be updated at each Information Sharing Meeting, and the information pursuant to (3) shall be updated as provided in Section 20(b)(ii). (ii) Annual Update. By January 31 of each year following the EBS Relevance Date, Clearwire shall disclose in writing to Licensee: (1) the number of Sectors in such Market Area, and (2) the number of subscribers in such Market Area served by Clearwire or any of its Affiliates. All information shall be as of December 31 of the previous year. (iii) Data Capacity Measurement. On the [***] and [***] anniversaries of the EBS Relevance Date, and every [***] years thereafter, Clearwire shall disclose in writing to Licensee the overall data capacity of the network in such Market Area as measured by its average throughput. The average throughput measurement shall be made in such fashion as shall be agreed by the Party Representatives in consultation with Clearwire engineers and other technical experts prior to such anniversary, using metrics that are as consistent as possible with those utilized at the time of the immediately prior average throughput measurement (on each such anniversary, the "UPDATED CAPACITY DISCLOSURE"). (C) SYSTEM INFORMATION. Within thirty (30) days of the EBS Relevance Date, Clearwire shall disclose in writing to Licensee the system capabilities, services, and feature sets that are generally provided to Clearwire's or its Affiliate's retail customers and wholesalers to mass market customers ("SYSTEM SERVICE CAPABILITIES"), which information can be provided by reference to Clearwire's website to the extent that it is available to the public there. At such time as System Service Capabilities are changed for any Market Area, Clearwire shall so notify Licensee in writing within 30 days of such change. Clearwire will also provide appropriate supporting information of the change as may be reasonably requested by Licensee. (D) PREFERRED CONTENT PROVIDER INFORMATION. (i) Within thirty (30) days of the later of the EBS Relevance Date and the date when third-party content is delivered in the Market Area, Clearwire shall disclose to Licensee in writing the system capabilities, and/or service or feature sets [*** Confidential Treatment Requested] 34

that are then being provided to third-party content providers in the Market Area, and a schedule of the charges, if any, for any of the foregoing, together with the basis on which such charges are imposed to demonstrate that the pricing requirements of Section 7(j) are being satisfied. Clearwire shall advise Licensee of anticipated changes in the price structure and the effective date of any such change not less than 30 days before such change shall become effective. (ii) Clearwire shall disclose in a timely fashion to permit Licensee to make alternative arrangements if Clearwire anticipates that there may be limitations in the network capabilities in the Market Area of the Channels that could cause Clearwire to restrict the use of capabilities and services pertaining to a Licensee's providing content over the broadband wireless network in that Market Area. Prior to restricting access of Licensee as a result of such limitations, as permitted under Section 7(j), Clearwire shall have disclosed in sufficient detail the scope of such constraints. Clearwire shall promptly advise Licensee if as a result of a change in technology, business practices, customer dynamics, or otherwise, the capacity constraint is dissipated at any time, which would reinstate the obligations of Clearwire under Section 7(j). (E) CONSULTATION PROCESSES. (i) Consultation Process Pertaining to Access Right Royalty Information. As often as necessary, but in no event less than once per calendar quarter, the Licensee Representatives or their designees shall be given access to members of Clearwire's management and/or technical staff to review the process and content of information sharing pursuant to this Section 20, and to address any questions or concerns about the manner, timeliness and completeness of the information received, in addition to questions about its content. (ii) Process for Altering Definitions/Formulae to Maintain Integrity of Relationship. At the call of any Party Representative, the Party Representatives shall meet, together with such other employees or advisors as may facilitate such meeting, to discuss concerns over the operation of the formulas and the scope of defined terms as a result of one or more changes in Clearwire's technology and/or business practices that individually or collectively produce a material adverse change to the Access Right Royalties or other material benefits that Licensee receives pursuant to this Agreement, and to determine if a reformation of this Agreement should be implemented to prevent or reverse such material adverse change(s). A. The Parties agree to share such information and to provide such technical assistance in collecting and evaluating such information as may be useful or necessary to facilitate the process required by Section 20(e)(i) and (ii). In connection with such consultation, any Party Representative may propose altering the scope of a term or formula under this Agreement (a "Reformation Proposal") to achieve the goals set forth in Section 20(a) and to preserve the Licensee benefits set forth Section 7 or elsewhere in this Agreement. If the Parties agree on the change, they shall take such action as is necessary to amend this Agreement. If the Parties 35

cannot agree on a proposed modification in a timely manner, any Party Representative may invoke the Special Dispute Resolution Procedure identified for this purpose in Section 21(d)(xii). Any Party Representative may invoke for the first time Special Dispute Resolution Procedure set forth above at any time following the Commencement Date. B. No Party Representative may invoke the Special Dispute Resolution Procedure in support of a Reformation Proposal on the same principal grounds more frequently than every five (5) years during the Term of this Agreement. By way of example but not limitation: no Party Representative's Reformation Proposal justified primarily on Clearwire network technical changes can be pursued through the Special Dispute Resolution Procedure within five (5) years of the immediately preceding Special Dispute Resolution Procedure justified primarily on Clearwire network technical changes. By way of further example and not limitation: no Party's Representative's Reformation Proposal justified primarily on Clearwire's changed business practices can be pursued through the Special Dispute Resolution Procedure within five (5) years of the immediately preceding Special Dispute Resolution Procedure justified primarily on Clearwire's changed business practices. (F) INFORMATION AUDIT RIGHTS. (i) Licensee may audit the information provided by Clearwire pursuant to Section 20(b), 20(c), and 20(d). Licensee's audit will be limited to Clearwire's records and engineering documents that are relevant and sufficient to verify the information provided by Clearwire. No more than once per calendar year, Licensee may audit one or more metrics reported by Clearwire for the Market Area. Clearwire must provide the underlying source documents within 20 days of a request for audit by a Licensee. (ii) The costs incurred by Licensee in performing an audit under this Section 20(f) shall be borne by the Licensee; provided that, if there is a discrepancy of 5% or more with respect to a particular metric in the Market Area, costs of audit of that metric shall be borne by Clearwire and promptly paid upon submission of an invoice. 21. MISCELLANEOUS (A) LAWS, RULES AND REGULATIONS. This Agreement is subject to all laws, rules, regulations and ordinances relative to, among other things, the subject matter addressed in this Agreement. (B) FORCE MAJEURE. Other than the failure to pay money when required, neither Party will be liable for any nonperformance under this Agreement due to causes beyond its reasonable control that could not have been reasonably anticipated by the non-performing Party and that cannot be reasonably avoided or overcome; provided that the non-performing party gives the other Party prompt written notice of such cause, and in any event, within fifteen (15) calendar days of its discovery. 36

(C) INDEPENDENT PARTIES. None of the provisions of this Agreement will be deemed to constitute a partnership, joint venture, or any other such relationship between the Parties, and neither Clearwire nor Licensee will have any authority to bind the other in any manner. Neither Party will have or hold itself out as having any right, authority or agency to act on behalf of the other Party in any capacity or in any manner, except as may be specifically authorized in this Agreement. (D) DISPUTE RESOLUTION.(16) (i) General. The parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, the Parties agree to use the dispute resolution procedures set forth in this Section 2l(d) (the "DISPUTE RESOLUTION PROCEDURES") as their sole means of adjudication with respect to any controversy or claim arising out of or relating to this Agreement or its breach. (ii) Dispute Notice. At the written request of any Party (a "DISPUTE NOTICE"), the Parties to the dispute will within seven business days of the Dispute Notice, appoint knowledgeable, responsible representatives to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend that these negotiations be conducted by business representatives, including at least one senior executive of each Party to the dispute. The representatives shall meet and confer, in person or by teleconference, not later than such seventh business day after the date of the Dispute Notice. The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the representatives; provided that, the duration shall not exceed 45 days from the date of the Dispute Notice (an "ACTION DATE") unless extended by mutual written agreement of the Parties setting forth a new Action Date. The Dispute Notice and any extension shall specify the Action Date. The Dispute Notice shall set forth the nature of the dispute, in reasonable detail. Discussion and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, and shall not be admissible in the arbitration described below. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration. If the Parties are unable to resolve any disputes arising under or relating to this Agreement (each a "DISPUTE") using the process described in this Section 21(d) within the time period provided, including without limitation disputes regarding a breach or default under this Agreement, the Parties shall arbitrate such dispute pursuant to the arbitration provisions set forth in Section 21(d)(iii) and as modified by the Special Arbitration provisions Section 21(d)(xii) in the case of disputes arising under Section 20(e)(ii). (iii) Arbitration. Any Dispute that has not be resolved within the time period provided for in Section 21(d)(ii) shall be resolved by a panel of three Arbitrators. The Dispute Notice shall automatically serve as a written notice of a ---------- (16) If the Licensee is a governmental agency that is required to conduct dispute resolution by other means, substitute the other means for this Section 21(d). 37

request to submit the Dispute for arbitration if there has not been a resolution of the Dispute by the Action Date, and the Parties agree to submit the Dispute to a panel of three arbitrators who shall be appointed within 30 days of the Action Date (the "SUBMISSION PERIOD"). During the Submission Period, the Parties shall appoint the arbitrators in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association ("AAA"), as modified below. No punitive damages (or any other amount awarded for the purpose of imposing a penalty) will be awarded for a breach of this Agreement. (iv) During the Submission Period, the Parties may submit a request for discovery to the arbitrators, who shall determine whether the scope of the requested discovery is appropriate or useful for the resolution of the Dispute and order the discovery in their discretion; provided that such discovery process shall be concluded not later than 30 days following the submission date (the "DISCOVERY CLOSE DATE"). (v) The arbitration hearing shall be fixed by the arbitrators to be not sooner than 20 days nor later than 45 days after the Discovery Close Date (the "HEARING DATE"). The hearing shall be located at a neutral site as mutually agreed by the Parties, or if the Parties cannot so agree, then the location of the arbitration shall be the largest city within the GSA of the Channels. The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each Party shall bear the burden of persuasion with respect to its proposal for resolution of the matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. The arbitrators will have no power or authority, pursuant to the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Section. (vi) Each Party shall be permitted to submit a pre-hearing brief not to exceed 25 pages and such technical supporting material as is necessary or useful, to be submitted to the arbitrators and the other Party not later than 5 days before the Hearing Date, and each Party may issue a response thereto not later than 2 days before the Hearing Date. Following the arbitration hearing, each Party shall be permitted to submit a post-hearing brief not to exceed 25 pages within 5 days following the Hearing Date and a reply brief within 2 days thereafter (the "PLEADING CLOSE DATE"). Should an arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section, the arbitrator shall be replaced pursuant to the rules of the AAA. If an arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Section and the rules of the AAA. (vii) Within fifteen (15) days after the Pleading Close Date, the arbitrators will prepare and distribute to the Parties a writing setting forth the arbitration panel's reasons for the determination. The findings and conclusions and the award, if any, shall be deemed to be confidential information of the Parties. Neither Party may 38

disclose such information to any third party other than their professional advisors or as required by law or regulations, except in connection with an action to enforce the award. (viii) The Arbitrators are instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The arbitrators are authorized to issue monetary sanctions against either Party if, upon a showing of good cause, such Party is unreasonably delaying the proceeding. (ix) Any award rendered by the arbitrators will be final, conclusive, and binding upon the Parties and any judgment thereon may be entered and enforced in any court of competent jurisdiction. (x) The non-prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, reasonable attorneys' fees and costs, and expert and witness fees and costs, incurred by the other Party to the arbitration. In the case of a decision which partially favors each Party, expenses shall be paid as determined by the arbitrators. In connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the arbitrators, the prevailing Party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled. (xi) Notwithstanding anything to the contrary, neither Party shall have any obligation to arbitrate claims for injunctive relief, specific performance, or other equitable relief or for the use or unauthorized disclosure of confidential information, as to which either Party shall be entitled to seek and obtain relief from a court of competent jurisdiction; provided that, any and all claims for damages shall remain subject to arbitration. (xii) Special Arbitration. With respect to any Dispute arising under Section 20(e)(ii), the Arbitration procedures set forth in Section 21(d) above shall govern as modified by this Section 21(d)(xii). 39

A. During the first 15 days of the Submission Period each of the Parties shall designate an arbitrator and unless the third arbitrator has been selected as provided in the following sentence, the two arbitrators together shall, within 10 days of their appointment, select the third arbitrator who shall be an expert in one of the principal areas that is the subject to the arbitration. If the Parties can agree within the first 15 days of the Submission Period, the third arbitrator shall be a mutually selected individual with substantial experience in the general subject matter of the Dispute (the "EXPERT"). No arbitrator shall have been employed by either Party during the 24 months preceding the hearing date, unless the other Party consents. The Expert shall serve as the chair of the panel. B. During the Submission Period, each Party shall submit to the each other and the arbitrators, a description of the Dispute and a proposed resolution, based on the facts known to the Party at the time (an "INITIAL PROPOSAL"). C. Following discovery and as a part of the Party's brief, each Party shall make such adjustments, if any, as the Party determines appropriate to the Initial Proposal. D. Notwithstanding Section 21(d)(x), in the case of a Special Arbitration, each Party shall bear its own expenses and the Parties shall each bear half of the expenses of the arbitration; provided that, the costs and expenses of the prevailing Party in any court action to compel arbitration shall be borne by the non-prevailing Party as provided in the last clause of Section 21(d)(x). (E) NOTICES. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or by overnight courier, or mailed by certified mail, return receipt requested, to the Parties (and shall also be transmitted by facsimile to the Persons receiving copies thereof) at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision): (i) CLEAR-WIRE: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Attn: [***] Fax: [***] With a Copy to: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 [*** Confidential Treatment Requested] 40

Kirkland, WA 98033 Attn: [***] Fax: [***] Davis Wright Tremaine, LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101 Attn: [***] Fax: [***] (ii) LICENSEE With a Copy to:(17) Either Party may change its addresses for receipt of notice or payment by giving notice of such change to the other Party as provided in this Section. (F) APPLICABLE LAW. The validity, construction and performance of this Agreement will be governed by and construed in accordance with the laws of the State of New York.(18) (G) SEVERABILITY. If any provision of this Agreement is found to be illegal, invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, unless continued enforcement of the provision frustrates the intent of the Parties. To the extent that the Parties or the FCC determine that the provisions of this Agreement are not adequate to enable Licensee to comply with the regulatory requirements associated with the FCC License, the Parties will amend these provisions to ensure that the Licensee is in compliance with its FCC obligations with respect to the FCC License. The Parties believe that the provisions of this Agreement comply with all current FCC Rules, and shall express that belief to regulatory agencies and the general public. ---------- (17) Insert notice address(es) information provided by Licensee. (18) If the Licensee is a governmental entity whose agreements must be subject to another State's laws, insert reference to that State's laws in lieu of New York. [*** Confidential Treatment Requested] 41

(H) BEST EFFORTS. The Parties acknowledge that there will be many changes in the course of the Term, in technology, capabilities, and regulatory environment among other areas, and agree to act in a cooperative manner to preserve the intentions of the relationships reflected in the Agreements to their mutual advantage and to use their commercially reasonable best efforts to maintain that mutual advantage. (I) NO WAIVER. No delay or failure by either Party in exercising any right under this Agreement, and no partial or single exercise of that right, will constitute a waiver of that or any other right. Failure to enforce any right under this Agreement will not be deemed a waiver of future enforcement of that or any other right. (J) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but which collectively will constitute one and the same instrument. Signatures transmitted by facsimile will be effective to create such counterparts. (K) HEADINGS. The headings and captions used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. (L) CONSTRUCTION. The Parties and their respective counsel have negotiated this Agreement. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either Party based on draftsmanship of the Agreement or otherwise. (M) COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter addressed, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, between the Parties or any of their affiliates regarding this subject matter other than the Master Agreement. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of each of the Parties. (N) COOPERATION. The Parties will take and Clearwire shall cause Clearwire Parent to take such further action and execute such further assurances, documents and certificates as either Party may reasonably request to effectuate the purposes of this Agreement. (O) INSURANCE. (i) Clearwire shall maintain and shall cause each Service Entity to maintain and each Service Entity to maintain insurance coverage, and on all certificates for coverage under general liability, automobile liability, employer's liability, worker's compensation, and any other coverages required under local law, shall: (i) name Licensee as an "Additional Insured" on the liability policies, including without limitation, as an insured with respect to third-party claims or actions made or brought directly against Licensee or against Licensee, Clearwire and/or such Service Entity as co-defendants and arising out of or in connection with this Agreement or operations; (ii) be written as a primary policy not contributing with any other coverage which Licensee may carry for the acts and omissions of Clearwire or such Service Entity and for whom Clearwire or such Service Entity is responsible; and (iii) stipulate that 42

Licensee shall receive thirty (30) days' prior written notice of any cancellation in coverage; provided that such cancellation shall not relieve Clearwire of its continuing obligation to maintain or to cause each such Service Entity to maintain insurance coverages in accordance with this Section. (ii) Clearwire shall maintain and shall cause each Service Entity to maintain with reputable insurers having a Best Rating of A or better: A. Commercial general liability insurance with at least $2,000,000 combined single limit bodily injury and property damage limits written on an occurrence basis. B. Full statutory coverage for Workers' Compensation and Employers Liability with limits as required by law. These policies will contain waivers of the insurer's subrogation rights against Licensee where permitted by law. C. Errors and omissions or professional liability coverage with a limit of at least $1,000,000 per each claim and $1,000,000 annual aggregate. If Clearwire obtains a claims-made policy, Clearwire shall maintain continuous coverage in effect at least three (3) years beyond the expiration or termination of this Agreement through continuous renewal of the same policy or purchase of extended discovery period or retroactive insurance dated back to at least the date of the beginning of this Agreement. This coverage should include infringement of copyright, trademark, title or slogan, piracy, plagiarism or unauthorized use of materials. Clearwire may self-insure this provision as long as Clearwire maintains a minimum net worth of at least $100 million. D. All risk property insurance policy coverage in amounts adequate to cover Licensee's property in Clearwire's care, custody and control. Clearwire shall furnish Licensee with certificates of insurance evidencing all of the insurance referred to herein (including renewals of insurance). Clearwire's obligations under this Section shall in no way affect or limit the indemnification, remedy, or warranty provisions set forth in this Agreement. (P) PUBLICITY. No public release, announcement or other form of publicity concerning this Agreement or the transactions described in this Agreement, shall be issued by either Party without the prior consent of the other Party, except as such release or announcement may be required by law, regulation or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall, to the extent possible, allow the other Party reasonable time to comment on such release or announcement in advance of such issuance. The Parties shall use reasonable efforts to consult in good faith with each other with a view to agreeing upon any press release or public announcement relating to the transactions contemplated hereby prior to the consummation thereof. 43

AGREED TO: CLEARWIRE SPECTRUM HOLDINGS II LLC By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [--LICENSEE--] By: --------------------------------- Name: ------------------------------- Title: ------------------------------ ATTACHMENTS: Licensee Schedule 44

EXHIBIT III FORM OF ESCROW AGREEMENT

ESCROW AGREEMENT This Escrow Agreement ("Agreement"), dated July 31, 2006, is by and among the undersigned Licensees Representatives, as agents and representatives of NACEPF and the Licensees that comprise the ITF Cluster (as such terms are defined under two Master Royalty And Use Agreements (together, the "Master Agreement"), dated as of July 31, 2006 by and among Clearwire Corporation, a Delaware corporation ("Clearwire Parent") and certain affiliates of Clearwire Parent (collectively, "Clearwire"). and the Licensees identified therein), Clearwire Parent and Wells Fargo Bank Northwest, N.A., as escrow agent (the "Escrow Agent"). All terms used but not defined herein shall have the meanings assigned to such terms in the Master Agreements. RECITALS WHEREAS, in connection with the transactions contemplated in the Master Agreements, Clearwire has agreed to deliver to the Licensees certain shares of common stock of Clearwire Parent (referred to as "Parent Shares") up to the number of Parent Shares specified on Schedule A to each of the Master Agreements are attached hereto and made a part hereof (both such Schedule A referred to together herein as "Schedule A"), and allocated among the Licensees as reflected thereon in respect of EBS Spectrum Capacity IUAs to be entered into by Clearwire with each Licensee and for which authorization of de facto transfer is to be submitted to the Federal Communications Commission (upon grant thereof, "FCC IUA Approval"); WHEREAS, the parties desire to have the Parent Shares issued and outstanding and registered in the names of the applicable Licensees in the amounts specified on Schedule A as of the Effective Date of the Master Agreement, but subject to return to Clearwire in certain events if FCC IUA Approval is not granted by the Final Escrow Release Date (defined herein) and in certain other circumstances; WHEREAS, Licensees and Clearwire have agreed that the Parent Shares shall be placed in escrow to be released to each Licensee as the related EBS Spectrum Capacity IUA receives FCC IUA Approval (with respect to each such IUA, its "Commencement Date"). NOW, THEREFORE, in consideration of the Master Agreement and the agreements contained therein and herein, the parties hereto hereby agree as follows: ARTICLE I APPOINTMENT OF ESCROW AGENT Appointment of Escrow Agent. Licensees Representatives and Clearwire designate Wells Fargo Bank Northwest, N.A. to act as Escrow Agent hereunder, and Wells Fargo Bank Northwest, N.A. hereby accepts such appointment and agrees to act as Escrow Agent, upon the terms and subject to the conditions set forth herein.

ARTICLE II ESCROW 2.1 Escrow. Clearwire shall cause to be deposited certificates for the Parent Shares in escrow with the Escrow Agent in the number and in the name of the respective Licensees as set forth on Schedule A. to be held and distributed by the Escrow Agent in accordance with the terms and conditions set forth herein, together with such other securities or amounts as may be distributed in respect of the Parent Shares or into which the Parent Shares may be converted as a result of a Capital Change during the Escrow Period (as defined below, the Additional Escrow). Said certificates shall be issued in the names of the Licensees, and for that number of shares for each Licensee (as to each Licensee, an "Allocation"), set forth on Schedule A. Licensees shall deposit with the Escrow Agent stock powers executed in blank for use in the event there is no timely Commencement Date in respect of the portion of the Parent Shares allocable to the related IUA. 2.2 Escrow Period. The escrow period (the "Escrow Period") for the Parent Shares shall begin on the date hereof and shall terminate on the earlier of (i) the Final Escrow Release Date, as defined in Section 2.3. or (ii) the date of release under the terms hereof of the last of the Parent Shares. 2.3 Escrow Release Date. The "Final Escrow Release Date" shall be July 31, 2011. The Final Escrow Release Date may be extended or shortened by a notice signed by Licensees Representatives and Clearwire and delivered to Escrow Agent in accordance with Section 4.1 hereof. 2.4 Release of Parent Shares. The Escrow Agent shall distribute each Allocation of the Parent Shares upon receipt by the Escrow Agent of instructions to release the shares signed by either of the Licensees Representatives and Clearwire and delivered to the Escrow Agent in accordance with Section 4.1 hereof (a "Release Notice"), as follows: a. Upon receiving a Release Notice, the Escrow Agent (i) shall distribute promptly to the Licensees Representative specified in the Release Notice the released Allocation and any Additional Escrow (as defined below) accumulated pro rata with respect to the Allocation, or (ii) shall otherwise deliver such Allocation and Additional Escrow as instructed in the Release Notice. b. Upon the Final Escrow Release Date, the Escrow Agent shall promptly distribute the remaining Parent Shares and any Additional Escrow to Clearwire. c. Additional Escrow. All earnings and additional shares accrued on or attributable to the Parent Shares, arising, without limitation, as a result of stock splits, stock or cash dividends, recapitalizations and the like (the "Additional Escrow") shall be promptly deposited with Escrow Agent by Clearwire and, until disbursement, shall be held with the Parent Shares upon the terms and conditions set forth herein. The Additional Escrow shall be distributed in accordance with Section 2.4. Clearwire and the Licensees Representatives shall provide the Escrow Agent with such taxpayer identification numbers and related documentation as may be necessary for reporting of distributions of Additional Escrow. -2-

2.5 Rights in Respect of Parent Shares. Pursuant to the Master Agreement, Licensees are to be afford the opportunity to take all actions with respect to the Parent Shares held in their name as if the Licensee owned the shares, including (except as provided in the Master Agreement) the exercise of preemptive rights. Escrow Agent shall timely forward any notices received in respect to the Parent Shares to the Licensees Representatives, who may exercise the rights pursuant to the Master Agreement; provided that, the Licensee shall not be entitled to vote the Parent Shares. a. Preemptive Rights Procedures. (i) In the event that Clearwire is required to or otherwise does offer preemptive rights or substantially similar rights to shareholders, it shall promptly send a copy of any such notice to the Licensee Representatives in respect of Parent Shares held in this Escrow and shall recognize the instructions of Licensee Representatives with respect thereto. Any securities or other property delivered pursuant to the exercise of the preemptive right during the time that the Parent Shares with respect to which they were exercised are held in Escrow (the "Special Property"), such Special Property shall be registered in the name of the applicable Licensee and delivered to the Escrow Agent to be delivered to the Licensee with the Parent Shares under the terms hereof. Any payment made by Licensee to Clearwire for or in respect of such Special Property (a "Cash Payment") shall be deposited by Clearwire with the Escrow Agent, who shall invest such Cash Payment in one or more Permitted Investments. (The Cash Payment together with any earnings thereon from Permitted Investments thereof is referred to as the "Cash Proceeds.") (ii) Upon distribution of the Parent Shares to a Licensee hereunder, the Escrow Agent also shall deliver any Special Property associated therewith to the Licensee and shall at the same time deliver the related Cash Proceeds to Clearwire. If for any reason the Parent Shares are to be returned to Clearwire under the terms hereof, the Escrow Agent shall deliver the Special Property acquired in respect of such Parent Shares to Clearwire as well, and shall at the same time deliver the Cash Proceeds to the Licensee. (iii) The Escrow Agent shall invest the Cash Payment, and any earnings thereon, in (i) U.S. Government Securities, (ii) time deposits and certificates of deposit of any institution that is a member of the Federal Reserve System having capital of not less than $500 million, and (iii) money market, mutual, or similar funds that invest in such securities referred to in (i) and (ii) above, as jointly directed in writing by the Licensee and Clearwire. In the absence of specific joint written instructions from the Licensee and Clearwire, the Escrow Agent shall invest the Cash Payment in the Wells Fargo Advantage 100% Treasury Money Market Fund. Any investment made pursuant to this Section 2.5(a)(iii), shall be referred to as a "Permitted Investment." 2.6 No Encumbrance on Escrow. Neither Licensees Representatives nor Clearwire shall transfer, assign, pledge, hypothecate or otherwise encumber the Parent Shares or the Additional Escrow while they are held by the Escrow Agent. -3-

ARTICLE III LIABILITY AND INDEMNIFICATION; FEES AND EXPENSES 3.1 Liability. The Escrow Agent shall not be liable to anyone whatsoever by reason of any act or failure to act made or omitted by it in good faith, or any action taken or omitted in reliance upon any instrument, including any written statement provided for in this Agreement that Escrow Agent shall in good faith believe to be genuine, or for forgeries, fraud, impersonations or determining the authority of any representative of the Clearwire or of the Licensees Representatives, or for any mistake of fact or law with respect to anything which it may do or refrain from doing in connection herewith, unless caused by or arising out of its own gross negligence or willful misconduct. 3.2 Indemnity. The Licensees and Clearwire shall indemnify and hold the Escrow Agent harmless from any and all losses, claims, damages, liability and expenses (including, without limitation, attorneys' fees) that may arise out of any action taken or omitted by it as Escrow Agent in accordance with this Agreement, including, but not limited to, any litigation arising from this Agreement, except such liability and expense as may result from the gross negligence or willful misconduct of the Escrow Agent. As between them, Licensees collectively and Clearwire shall each be responsible for one-half of any indemnity due to Escrow Agent. 3.3 Reliance. The Escrow Agent shall be entitled to treat as genuine any letter, paper, facsimile, e-mail or other document or writing furnished or caused to be furnished to it by any party to this Agreement and believed by it to be genuine and to have been delivered, mailed, faxed, or e-mailed or signed and presented by any party to this Agreement. The Escrow Agent is not responsible for determining and verifying the authority of any party acting or purporting to act on behalf of any party to this Agreement. The Escrow Agent may consult with counsel with respect to the Escrow Agent's duties hereunder, and shall be fully protected in respect to any action taken or suffered by the Escrow Agent in good faith in accordance with the advice of such counsel. 3.4 Fees and Expenses. (a) Licensees collectively and Clearwire shall each be responsible for one-half of the Escrow Agent's compensation for its normal services hereunder in accordance with the Escrow Agent's fee schedule in effect from time to time, which may be subject to change in accordance with the reasonable and customary practice of the Escrow Agent for all its similarly situated clients on an annual basis. The Escrow Agent's fee for the first year shall be $5.000. payable in advance. (b) Licensees collectively and Clearwire each agree to reimburse the Escrow Agent on demand for all reasonable and customary costs and expenses incurred in connection with the administration of this Agreement or the escrow created hereby or the performance or observance of its duties hereunder which are in excess of its compensation for normal services hereunder, including without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent for one outside counsel in connection with resolution of any claim by any party -4-

hereunder, with each of the Licensees collectively and Clearwire, responsible for one-half thereof. ARTICLE IV GENERAL PROVISIONS 4.1 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or mailed by certified mail, return receipt requested, to the parties (and shall also be transmitted by facsimile to the persons receiving copies thereof) at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision): If to Clearwire Parent, to: Clearwire U.S. Corporation 2300 Carillon Point Kirkland, WA 98033-7353 Attention: [***] Facsimile No.: [***] With a copy to: Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101 Attention: [***] Facsimile No.: [***] If to Licensees Representatives, to: [***] [***] [***] [***] Phone: [***] Fax: [***] and [***] [***] [***] [***] [***] Phone: [***] Fax: [***] Email: [***] [Address] [*** Confidential Treatment Requested] -5-

With a copy to: [***] Attention: [***] Facsimile No.: [***] If to Escrow Agent to: [***] Attention: [***] Facsimile: [***] With a copy to: 4.2 Termination. This Agreement shall terminate upon the earlier of (a) the written express agreement of the Clearwire Parent and the Licensees Representatives, (b) the distribution of all items held in escrow hereunder, or (c) the Final Escrow Release Date. 4.3 Amendment. This Agreement may not be amended except by an instrument in writing executed by all the parties hereto. 4.4 Controversies. The Escrow Agent will not be required to determine any controversy that may arise concerning the subject matter of this Agreement. The parties agree that any such controversy shall be resolved pursuant to the dispute resolution provisions in the Master Agreement. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. The Escrow Agent shall be entitled to rely upon the resolution of any arbitration or other legal proceeding in order to determine how the escrows hereunder are to be distributed. 4.5 Resignation of Escrow Agent, The Escrow Agent may resign at any time upon giving at least 30 days' written notice to the parties hereto; provided however, that no such resignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: a. The parties hereto shall use their best efforts to mutually agree on a successor escrow agent within 30 days after receiving such notice. b. If the parties fail to agree upon a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent. [*** Confidential Treatment Requested] -6-

4.6 Interpretation. The validity, construction, interpretation and enforcement of this Agreement shall be determined and governed by the laws of the State of New York without regard to conflict of laws principles. The invalidity or unenforceability of any provision of this Agreement or the invalidity or unenforceability of any provision as applied to a particular occurrence or circumstances shall not affect the validity or enforceability of any of the other provisions of this Agreement or the applicability of such provision, as the case may be. All provisions of the Master Agreement applicable hereto shall be incorporated herein by reference as if set forth in their entirety herein. 4.7 Remedies. The rights and remedies of the parties under this Agreement and the Master Agreement and all other letters, certificates or documents executed in connection herewith and therewith are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the parties hereto. 4.8 Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one agreement. -7-

IN WITNESS WHEREOF, the parties have signed this Agreement on the day and year first above written. LICENSEES REPRESENTATIVES: ---------------------------------------- John Schwartz ---------------------------------------- John Primeau CLEARWIRE CORPORATION, for itself and on behalf of the Clearwire Affiliates: By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- ESCROW AGENT: Wells Fargo Bank Northwest, N.A By: ------------------------------------ Name: ---------------------------------- Title: ---------------------------------

ESCROW AGREEMENT SCHEDULE A ALLOCATIONS -9-

EXHIBIT IV JOINDER TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED MARCH 16, 2004

JOINDER IN STOCKHOLDERS AGREEMENT This Joinder in Stockholders Agreement ("Joinder") is made and entered into this ______ day of ___, 2006, by and between Clearwire Corporation, a Delaware corporation (the "Company"), and the party whose signature appears below (the "Joining Party"). RECITALS: WHEREAS, the Joining Party has acquired or intends to acquire shares of capital stock of the Company; and WHEREAS, pursuant to Section 13.09 of that certain Amended and Restated Stockholders Agreement, between the Company and its stockholders, dated as of March 16, 2004 (the "Stockholders Agreement"), the Joining Party may become a party to the Stockholders Agreement by execution of an instrument such as this Joinder. NOW, THEREFORE, the Joining Party agrees as follows: 1. JOINDER By execution of this Joinder by the Joining Party and acceptance hereof by the Company, the Joining Party is and agrees to become a party to, subject to all the conditions, restrictions, obligations and duties of a Stockholder of the Company under the Stockholders Agreement, including the restrictions on transfer of the shares acquired from the Company and the requirement that the Joining Party vote its shares in accordance with the terms thereof. 2. AGREEMENT TO BE BOUND BY AGREEMENT This Joinder shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without reference to any rules governing conflicts of laws. 3. COUNTERPARTS This Joinder may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. COMPANY: JOINING PARTY: North American Catholic Educational Programming Foundation, Inc. By: /s/ R. Gerard Salemme By: /s/ John Primeau --------------------------------- --------------------------------- Name: R. Gerard Salemme Name: John Primeau Title: E.V.P. Title: President Date: 8/2/06 Date: July 31, 2006 1

JOINDER IN STOCKHOLDERS AGREEMENT This Joinder in Stockholders Agreement ("Joinder") is made and entered into this 31st day of July, 2006, by and between Clearwire Corporation, a Delaware corporation (the "Company"), and the party whose signature appears below (the "Joining Party"). RECITALS: WHEREAS, the Joining Party has acquired or intends to acquire shares of capital stock of the Company; and WHEREAS, pursuant to Section 13.09 of that certain Amended and Restated Stockholders Agreement, between the Company and its stockholders, dated as of March 16, 2004 (the "Stockholders Agreement"), the Joining Party may become a party to the Stockholders Agreement by execution of an instrument such as this joinder. NOW, THEREFORE, the Joining Party agrees as follows: 1. JOINDER By execution of this Joinder by the Joining Party and acceptance hereof by the Company, the Joining Party is and agrees to become a party to, subject to all the conditions, restrictions, obligations and duties of a Stockholder of the Company under the Stockholders Agreement, including the restrictions on transfer of the shares acquired from the Company and the requirement that the Joining Party vote its shares in accordance with the terms thereof. 2. AGREEMENT TO BE BOUND BY AGREEMENT This Joinder shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without reference to any rules governing conflicts of laws. 3. COUNTERPARTS This Joinder may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. COMPANY: JOINING PARTY: Instructional Telecommunications Foundation, Inc. By: /s/ R. Gerard Salemme By: /s/ John Schwartz --------------------------------- --------------------------------- Name: R. Gerard Salemme Name: John Schwartz Title: E.V.P. Title: President Date: 8/2/06 Date: 7/31/06 1

JOINDER IN STOCKHOLDERS AGREEMENT This Joinder in Stockholders Agreement ("Joinder") is made and entered into this 31st day of July, 2006, by and between Clearwire Corporation, a Delaware corporation (the "Company"), and the party whose signature appears below (the "Joining Party"). RECITALS: WHEREAS, the Joining Party has acquired or intends to acquire shares of capital stock of the Company; and WHEREAS, pursuant to Section 13.09 of that certain Amended and Restated Stockholders Agreement, between the Company and its stockholders, dated as of March 16, 2004 (the "Stockholders Agreement"), the Joining Party may become a party to the Stockholders Agreement by execution of an instrument such as this Joinder. NOW, THEREFORE, the Joining Party agrees as follows: 1. JOINDER By execution of this Joinder by the Joining Party and acceptance hereof by the Company, the Joining Party is and agrees to become a party to, subject to all the conditions, restrictions, obligations and duties of a Stockholder of the Company under the Stockholders Agreement, including the restrictions on transfer of the shares acquired from the Company and the requirement that the Joining Party vote its shares in accordance with the terms thereof. 2. AGREEMENT TO BE BOUND BY AGREEMENT This Joinder shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without reference to any rules governing conflicts of laws. 3. COUNTERPARTS This Joinder may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. COMPANY: JOINING PARTY: Portland Regional Educational Telecommunications Corporation By: /s/ R. Gerard Salemme By: /s/ John Schwartz ------------------------------- -------------------------------------- Name: R. Gerard Salemme Name: John Schwartz Title: E.V.P. Title: President Date: 8/2/06 Date: 7/31/06 1

JOINDER IN STOCKHOLDERS AGREEMENT This Joinder in Stockholders Agreement ("Joinder") is made and entered into this 31st day of July, 2006, by and between Clearwire Corporation, a Delaware corporation (the "Company"), and the party whose signature appears below (the "Joining Party"). RECITALS: WHEREAS, the Joining Party has acquired or intends to acquire shares of capital stock of the Company; and WHEREAS, pursuant to Section 13.09 of that certain Amended and Restated Stockholders Agreement, between the Company and its stockholders, dated as of March 16, 2004 (the "Stockholders Agreement"), the Joining Party may become a party to the Stockholders Agreement by execution of an instrument such as this Joinder. NOW, THEREFORE, the Joining Party agrees as follows: 1. JOINDER By execution of this Joinder by the Joining Party and acceptance hereof by the Company, the Joining Party is and agrees to become a party to, subject to all the conditions, restrictions, obligations and duties of a Stockholder of the Company under the Stockholders Agreement, including the restrictions on transfer of the shares acquired from the Company and the requirement that the Joining Party vote its shares in accordance with the terms thereof. 2. AGREEMENT TO BE BOUND BY AGREEMENT This Joinder shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without reference to any rules governing conflicts of laws. 3. COUNTERPARTS This Joinder may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. COMPANY: JOINING PARTY: Twin Cities Schools' Telecommunications Group, Inc. By: /s/ R. Gerard Salemme By: /s/ John Schwartz --------------------------------- --------------------------------- Name: R. Gerard Salemme Name: John Schwartz Title: E. V. P. Title: President Date: 8/2/06 Date: 7/31/06 1

JOINDER IN STOCKHOLDERS AGREEMENT This Joinder in Stockholders Agreement ("Joinder") is made and entered into this 31st day of July, 2006, by and between Clearwire Corporation, a Delaware corporation (the "Company"), and the party whose signature appears below (the "Joining Party"). RECITALS: WHEREAS, the Joining Party has acquired or intends to acquire shares of capital stock of the Company; and WHEREAS, pursuant to Section 13.09 of that certain Amended and Restated Stockholders Agreement, between the Company and its stockholders, dated as of March 16, 2004 (the "Stockholders Agreement"), the Joining Party may become a party to the Stockholders Agreement by execution of an instrument such as this Joinder. NOW, THEREFORE, the Joining Party agrees as follows: 1. JOINDER By execution of this Joinder by the Joining Party and acceptance hereof by the Company, the Joining Party is and agrees to become a party to, subject to all the conditions, restrictions, obligations and duties of a Stockholder of the Company under the Stockholders Agreement, including the restrictions on transfer of the shares acquired from the Company and the requirement that the Joining Party vote its shares in accordance with the terms thereof. 2. AGREEMENT TO BE BOUND BY AGREEMENT This Joinder shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without reference to any rules governing conflicts of laws. 3. COUNTERPARTS This Joinder may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. COMPANY: JOINING PARTY: Chicago Instructional Technology Foundation, Inc. By: /s/ R. Gerard Salemme By: /s/ John Schwartz --------------------------------- --------------------------------- Name: R. Gerard Salemme Name: John Schwartz Title: E.V.P. Title: President Date: 8/2/06 Date: 7/31/06 1

JOINDER IN STOCKHOLDERS AGREEMENT This Joinder in Stockholders Agreement ("Joinder") is made and entered into this 31st day of July, 2006, by and between Clearwire Corporation, a Delaware corporation (the "Company"), and the party whose signature appears below (the "Joining Party"). RECITALS: WHEREAS, the Joining Party has acquired or intends to acquire shares of capital stock of the Company; and WHEREAS, pursuant to Section 13.09 of that certain Amended and Restated Stockholders Agreement, between the Company and its stockholders, dated as of March 16, 2004 (the "Stockholders Agreement"), the Joining Party may become a party to the Stockholders Agreement by execution of an instrument such as this Joinder. NOW, THEREFORE, the Joining Party agrees as follows: 1. JOINDER By execution of this Joinder by the Joining Party and acceptance hereof by the Company, the Joining Party is and agrees to become a party to, subject to all the conditions, restrictions, obligations and duties of a Stockholder of the Company under the Stockholders Agreement, including the restrictions on transfer of the shares acquired from the Company and the requirement that the Joining Party vote its shares in accordance with the terms thereof. 2. AGREEMENT TO BE BOUND BY AGREEMENT This Joinder shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without reference to any rules governing conflicts of laws. 3. COUNTERPARTS This Joinder may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. COMPANY: JOINING PARTY: Denver Area Educational Telecommunications Consortium, Inc. By: /s/ R. Gerard Salemme By: /s/ John Schwartz --------------------------------- --------------------------------- Name: R. Gerard Salemme Name: John Schwartz Title: E.V.P. Title: President Date: 8/2/06 Date: 7/31/06 1

EXHIBIT V JOINDER TO THE REGISTRATION RIGHTS AGREEMENT DATED MARCH 16, 2004

JOINDER In consideration of the permitted issuance, sale, pledge, or other transfer to the undersigned of Registrable Securities in the Company, the undersigned hereby consents and agrees to become a party to and be bound by the Registration Rights Agreement dated as of the 16th day of March, 2004, as amended, receipt of a copy of which is hereby acknowledged, as fully as if the undersigned were one of its original parties, and all of the Registrable Securities owned by the undersigned will be held in accordance with and restricted by the terms of such Registration Rights Agreement. Dated: July 31, 2006 Name of Stockholder: North American Catholic Educational Programming Foundation, Inc. Sign Name: /s/ John Primeau --------------------------------------- Print Name/Title: John Primeau, President Address: [***] SSN/EIN: [***] Approved by the Company: COMPANY: CLEARWIRE CORPORATION By: /s/ R. Gerard Salemme ----------------------------------- Name: R. Gerard Salemme Title: EVP Dated: 8/2/06 [*** Confidential Treatment Requested] 1

JOINDER In consideration of the permitted issuance, sale, pledge, or other transfer to the undersigned of Registrable Securities in the Company, the undersigned hereby consents and agrees to become a party to and be bound by the Registration Rights Agreement dated as of the 16th day of March, 2004, as amended, receipt of a copy of which is hereby acknowledged, as fully as if the undersigned were one of its original parties, and all of the Registrable Securities owned by the undersigned will be held in accordance with and restricted by the terms of such Registration Rights Agreement. Dated: 8/2/06 Name of Stockholder: Chicago Instructional Technology Foundation, Inc. Sign Name: /s/ John Schwartz --------------------------------------- Print Name/Title: John Schwartz, President Address: [***] SSN/EIN: [***] Approved by the Company: COMPANY: CLEARWIRE CORPORATION By: /s/ R. Gerard Salemme ----------------------------------- Name: R. Gerard Salemme Title: EVP Dated: 8/2/06 [*** Confidential Treatment Requested] 1

JOINDER In consideration of the permitted issuance, sale, pledge, or other transfer to the undersigned of Registrable Securities in the Company, the undersigned hereby consents and agrees to become a party to and be bound by the Registration Rights Agreement dated as of the 16th day of March, 2004, as amended, receipt of a copy of which is hereby acknowledged, as fully as if the undersigned were one of its original parties, and all of the Registrable Securities owned by the undersigned will be held in accordance with and restricted by the terms of such Registration Rights Agreement. Dated: 7/31/06 Name of Stockholder: Denver Area Educational Telecommunications Consortium, Inc. Sign Name: /s/ John Schwartz --------------------------------------- Print Name/Title: John Schwartz, President Address: [***] [***] SSN/EIN: [***] Approved by the Company: COMPANY: CLEARWIRE CORPORATION By: /s/ R. Gerard Salemme ----------------------------------- Name: R. Gerard Salemme Title: EVP Dated: 8/2/06 [*** Confidential Treatment Requested] 1

JOINDER In consideration of the permitted issuance, sale, pledge, or other transfer to the undersigned of Registrable Securities in the Company, the undersigned hereby consents and agrees to become a party to and be bound by the Registration Rights Agreement dated as of the 16th day of March, 2004, as amended, receipt of a copy of which is hereby acknowledged, as fully as if the undersigned were one of its original parties, and all of the Registrable Securities owned by the undersigned will be held in accordance with and restricted by the terms of such Registration Rights Agreement. Dated: 7/31/06 Name of Stockholder: Instructional Telecommunications Foundation. Inc. Sign Name: /s/ John Schwartz --------------------------------------- Print Name/Title: John Schwartz, President Address: [***] [***] SSN/EIN: [***] Approved by the Company: COMPANY: CLEARWIRE CORPORATION By: /s/ R. Gerard Salemme ----------------------------------- Name: R. Gerard Salemme Title: EVP Dated: 8/2/06 [*** Confidential Treatment Requested] 1

JOINDER In consideration of the permitted issuance, sale, pledge, or other transfer to the undersigned of Registrable Securities in the Company, the undersigned hereby consents and agrees to become a party to and be bound by the Registration Rights Agreement dated as of the 16th day of March, 2004, as amended, receipt of a copy of which is hereby acknowledged, as fully as if the undersigned were one of its original parties, and all of the Registrable Securities owned by the undersigned will be held in accordance with and restricted by the terms of such Registration Rights Agreement. Dated: 7/31/06 Name of Stockholder: Portland Regional Educational Telecommunications Corporation Sign Name: /s/ John Schwartz --------------------------------------- Print Name/Title: John Schwartz, President Address: [***] [***] SSN/EIN: [***] Approved by the Company: COMPANY: CLEARWIRE CORPORATION By: /s/ R. Gerard Salemme ----------------------------------- Name: R. Gerard Salemme Title: EVP Dated: 8/2/06 [*** Confidential Treatment Requested] 1

JOINDER In consideration of the permitted issuance, sale, pledge, or other transfer to the undersigned of Registrable Securities in the Company, the undersigned hereby consents and agrees to become a party to and be bound by the Registration Rights Agreement dated as of the 16th day of March, 2004, as amended, receipt of a copy of which is hereby acknowledged, as fully as if the undersigned were one of its original parties, and all of the Registrable Securities owned by the undersigned will be held in accordance with and restricted by the terms of such Registration Rights Agreement. Dated: 7/31/06 Name of Stockholder: Twin Cities Schools' Telecommunications Group, Inc. Sign Name: /s/ John Schwartz --------------------------------------- Print Name/Title: John Schwartz, President Address: [***] [***] SSN/EIN: [***] Approved by the Company: COMPANY: CLEARWIRE CORPORATION By: /s/ R. Gerard Salemme ----------------------------------- Name: R. Gerard Salemme Title: EVP Dated: 8/2/06 [*** Confidential Treatment Requested] 1

EXHIBIT VI FORM OF CLEARWIRE CERTIFICATE

OFFICER'S CERTIFICATE OF CLEARWIRE SPECTRUM HOLDINGS II LLC This OFFICER'S CERTIFICATE (the "Certificate") is provided pursuant to Section 4.01(c) of that certain Master Royalty and Use Agreement (the "Agreement") dated as of July ____, 2006, by and between Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("Clearwire"), Clearwire Corporation, a Delaware corporation, and Chicago Instructional Technology Foundation, Inc.; Denver Area Educational Telecommunications Consortium, Inc.; Instructional Telecommunications Foundation, Inc.; Portland Regional Educational Telecommunications Corporation; Twin Cities Schools Telecommunications Group, Inc.; North American Catholic Educational Programming Foundation, Inc.; and such additional Licensees as are identified on Schedule A to the Agreement. The undersigned hereby certifies that he is duly authorized to execute and deliver this Certificate on behalf of Clearwire, and further certifies as follows: Attached as Exhibit A is a true, complete and correct copy of the Resolutions of the Members of Clearwire authorizing the execution, delivery, and performance of the Agreement and other agreements referred to in the Agreement, which Resolutions have not been amended, superseded or otherwise modified as of the date of this Certificate. The individual named below (i) is the officer duly authorized to execute the Agreement on behalf of Clearwire, (ii) has been duly elected to the office of Clearwire set forth opposite his name, (iii) is duly qualified and acting as such officer of Clearwire on the date hereof, and (iv) the signature appearing opposite his name is his genuine signature. <TABLE> <CAPTION> Name Office Signature ---- ------------------------ --------- <S> <C> <C> R. Gerard Salemme Executive Vice President </TABLE> IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date set forth below. CLEARWIRE SPECTRUM HOLDINGS II LLC Date: July ___, 2006 By: ------------------------------------ Name: Broady R. Hodder Title: Vice President, General Counsel and Secretary

EXHIBIT A

OFFICER'S CERTIFICATE OF CLEARWIRE CORPORATION This OFFICER'S CERTIFICATE (the "Certificate") is provided pursuant to Section 4.0l(c) of that certain Master Royalty and Use Agreement (the "Agreement") dated as of July ____, 2006, by and between Clearwire Corporation, a Delaware corporation ("Clearwire Corporation"), Clearwire Spectrum Holdings LLC, a Nevada limited liability company, and Chicago Instructional Technology Foundation, Inc.; Denver Area Educational Telecommunications Consortium, Inc.; Instructional Telecommunications Foundation, Inc.; Portland Regional Educational Telecommunications Corporation; Twin Cities Schools Telecommunications Group, Inc.; North American Catholic Educational Programming Foundation, Inc.; and such additional Licensees as are identified on Schedule A to the Agreement. The undersigned hereby certifies that he is duly authorized to execute and deliver this Certificate on behalf of Clearwire Corporation, and further certifies as follows: Attached as Exhibit A is a true, complete and correct copy of the Resolutions of the Board of Directors of Clearwire Corporation authorizing the execution, delivery, and performance of the Agreement and other agreements referred to in the Agreement, which Resolutions have not been amended, superseded or otherwise modified as of the date of this Certificate. The individual named below (i) is the officer duly authorized to execute the Agreement on behalf of Clearwire Corporation, (ii) has been duly elected to the office of Clearwire Corporation set forth opposite his name, (iii) is duly qualified and acting as such officer of Clearwire Corporation on the date hereof, and (iv) the signature appearing opposite his name is his genuine signature. <TABLE> <CAPTION> Name Office Signature ---- ------------------------ --------- <S> <C> <C> R. Gerard Salemme Executive Vice President </TABLE> IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date set forth below. CLEARWIRE CORPORATION Date: July ___, 2006 By: ------------------------------------ Name: Broady R. Hodder Title: Vice President, General Counsel and Secretary

EXHIBIT A

EXHIBIT VII FORM OF LICENSEE CERTIFICATE

OFFICER'S CERTIFICATE OF NORTH AMERICAN CATHOLIC EDUCATIONAL PROGRAMMING FOUNDATION, INC. This OFFICER'S CERTIFICATE (the "Certificate") is provided pursuant to Section 4.01(c) of that certain Master Royalty and Use Agreement (the "Agreement") dated as of July__, 2006, by and between Clearwire Spectrum Holdings II LLC, a Nevada limited liability company, Clearwire Corporation, a Delaware corporation, and Chicago Instructional Technology Foundation, Inc.; Denver Area Educational Telecommunications Consortium, Inc.; Instructional Telecommunications Foundation, Inc.; Portland Regional Educational Telecommunications Corporation; Twin Cities Schools' Telecommunications Group, Inc.; North American Catholic Educational Programming Foundation, Inc. ("NACEPF"); and such additional Licensees as are identified on Schedule A to the Agreement. The undersigned hereby certifies that he is duly authorized to execute and deliver this Certificate on behalf of NACEPF, and further certifies as follows: Attached as Exhibit A is a true, complete and correct copy of the Resolutions of the board of directors of NACEPF authorizing the execution, delivery, and performance of the Agreement and other agreements referred to in the Agreement, which Resolutions have not been amended, superseded or otherwise modified as of the date of this Certificate. The individual named below (i) is the officer duly authorized to execute the Agreement on behalf of NACEPF, (ii) has been duly elected to the office of NACEPF set forth opposite his name, (iii) is duly qualified and acting as such officer of NACEPF on the date hereof, and (iv) the signature appearing opposite his name is his genuine signature. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date set forth below. NORTH AMERICAN CATHOLIC EDUCATIONAL PROGRAMMING FOUNDATION, INC. Date: July __, 2006 By: ------------------------------------ Name: John Primeau Title: President

EXHIBIT A

OFFICER'S CERTIFICATE OF NORTH AMERICAN CATHOLIC EDUCATIONAL PROGRAMMING FOUNDATION, INC. This OFFICER'S CERTIFICATE (the "Certificate") is provided pursuant to Section 4.03(c) of that certain Master Royalty and Use Agreement (the "Agreement") dated as of July 31, 2006, by and between Clearwire Spectrum Holdings II LLC, a Nevada limited liability company, Clearwire Corporation, a Delaware corporation, and Chicago Instructional Technology Foundation, Inc.; Denver Area Educational Telecommunications Consortium, Inc.; Instructional Telecommunications Foundation, Inc.; Portland Regional Educational Telecommunications Corporation; Twin Cities Schools' Telecommunications Group, Inc.; North American Catholic Educational Programming Foundation, Inc. ("NACEPF"); and such additional Licensees as are identified on Schedule A to the Agreement, and regards one or more Individual Use Agreements ("IUAs") executed on the date hereof. The undersigned hereby certifies that he is duly authorized to execute and deliver this Certificate on behalf of NACEPF, and further certifies as follows: The representations and warranties of NACEPF contained in the IUAs are true and correct in all material respects at and as of the date hereof (except that the accuracy of representations and warranties that by their terms speak as of the date of the Agreement or some other date are true and correct in all material respects only as of such date). Attached as Exhibit A is a true, complete and correct copy of the Resolutions of the board of directors of NACEPF authorizing the execution, delivery, and performance of the IUAs and other agreements referred to in the IUAs, which Resolutions have not been amended, superseded or otherwise modified as of the date of this Certificate. The individual named below (i) is the officer duly authorized to execute the IUAs on behalf of NACEPF, (ii) has been duly elected to the office of NACEPF set forth opposite his name, (iii) is duly qualified and acting as such officer of NACEPF on the date hereof, and (iv) the signature appearing opposite his name is his genuine signature. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date set forth below. NORTH AMERICAN CATHOLIC EDUCATIONAL PROGRAMMING FOUNDATION, INC. Date: July ___, 2006 By: ------------------------------------ Name: John Primeau Title: President

EXHIBIT A

Exhibit 10.60 MASTER ROYALTY AND USE AGREEMENT by and among CLEARWIRE SPECTRUM HOLDINGS II LLC and HISPANIC INFORMATION AND TELECOMMUNICATIONS NETWORK, INC. Dated as of October 4, 2006

TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> <C> ARTICLE I. RELATIONSHIP SUMMARY.......................................... 6 Section 1.01. Overview............................................... 6 Section 1.02. Overview of Mechanics and Structure of Agreements...... 6 Section 1.03. Scope and Nature of Clearwire Group.................... 8 ARTICLE II. ECONOMIC ROYALTIES........................................... 10 Section 2.01. Aggregate EBS Spectrum Capacity Economic Royalties..... 10 ARTICLE III. ACCESS RIGHT ROYALTIES...................................... 10 Section 3.01. Access Right Royalties................................. 10 Section 3.02. Cost-Free Educational Accounts......................... 10 Section 3.03. Educational Reservation Basic Cost-Free Education Accounts............................................... 11 Section 3.04. Additional Cost-Free Educational Accounts.............. 11 Section 3.05. Licensee MVNO.......................................... 12 Section 3.06. Access to Educational End User Devices................. 13 Section 3.07. Sharing of Features and Service Sets................... 13 Section 3.08. Preferred Content Provider............................. 13 Section 3.09. [***].................................................. 14 ARTICLE IV. CLOSING MECHANICS; ESCROW.................................... 14 Section 4.01. Deliveries at Execution of this Agreement.............. 14 Section 4.03. EBS Spectrum Capacity IUA Closing(s)................... 15 Section 4.04. Closing Site/Mechanics................................. 16 Section 4.05. Further Assurances..................................... 16 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF LICENSEE.................... 17 Section 5.01. Organization and Good Standing......................... 17 Section 5.02. Authorization of Agreement............................. 17 Section 5.03. No Conflict............................................ 17 Section 5.04. Litigation............................................. 18 Section 5.05. Compliance with Laws; Permits.......................... 18 Section 5.07. Brokers................................................ 18 Section 5.08. Knowledge.............................................. 18 ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF CLEARWIRE.................. 19 Section 6.01. Organization and Good Standing......................... 19 Section 6.02. Authorization of Agreement............................. 19 Section 6.05. No Conflict............................................ 19 Section 6.06. Litigation............................................. 20 </TABLE> [*** Confidential Treatment Requested] A-2

<TABLE> <S> <C> Section 6.07. Compliance with Laws; Permits.......................... 20 Section 6.08. Brokers................................................ 20 ARTICLE VII. COVENANTS................................................... 20 Section 7.01. Consents and Approvals................................. 20 Section 7.02. Notice of Breach....................................... 21 Section 7.04. Maintenance of FCC Qualifications...................... 21 Section 7.05. Assignment of FCC Licenses............................. 22 Section 7.06. Other FCC Requirements................................. 22 Section 7.08. Fees and Taxes......................................... 22 Section 7.09. Best Efforts for Duration of Relationship.............. 22 ARTICLE IX. INDEMNIFICATION.............................................. 22 Section 9.01. Indemnification........................................ 22 Section 9.02. Determination of Damages............................... 23 Section 9.03. Limitations on Indemnification for Breaches of Representations and Warranties......................... 24 Section 9.04. Indemnification Procedures............................. 24 ARTICLE X. TERMINATION................................................... 25 Section 10.01. Expiration; Termination................................ 25 Section 10.02. Defaults............................................... 25 ARTICLE XI. GENERAL PROVISIONS........................................... 26 Section 11.01. Payment of Sales, Use or Similar Taxes................. 26 Section 11.02. Survival of Representations and Warranties............. 26 Section 11.04. Entire Agreement; Amendments and Waivers............... 26 Section 11.05. Governing Law.......................................... 27 Section 11.06. Table of Contents and Headings......................... 27 Section 11.07. Notices................................................ 27 Section 11.08. Publicity.............................................. 28 Section 11.09. Severability........................................... 28 Section 11.10. Binding Effect; Assignment............................. 28 Section ll.11. Remedies............................................... 28 Section 11.12. Dispute Resolution Procedure........................... 28 Section 11.13. Counterparts........................................... 31 Section 11.14. Confidentiality........................................ 31 Section 11.15. Non-Disclosure of Shared Information................... 31 </TABLE> -2-

LIST OF EXHIBITS I. Definitions and Interpretation II. Form of IUA III. Form of Stock Pledge Agreement IV. Form of Clearwire Certificate V. Form of Licensee Certificate LIST OF SCHEDULES A. Schedule of all Licenses, Licensee's data, applicable Geographic Markets and GSAs, existing use agreements and Initial Spectrum Capacity B. Licensee Schedule -3-

MASTER ROYALTY AND USE AGREEMENT MASTER ROYALTY AND USE AGREEMENT ("Agreement"), dated as of October 4, 2006 (the "Effective Date") by and among Hispanic Information and Telecommunications Network, Inc. ("Licensee"), and Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("Clearwire"). (Each of the foregoing is referred to as a "Party" and both of the foregoing are referred to collectively as the "Parties".) Certain defined terms used in this Agreement, and rules of interpretation applicable to this Agreement, are contained in Exhibit I hereto. RECITALS: WHEREAS, the Licensee has been granted certain licenses (as they may be modified and renewed, the "FCC Licenses") by the Federal Communications Commission (the "FCC") authorizing it to engineer and operate specified Educational Broadband Service ("EBS") channels (including any associated J- and K-Group channels, the "Channels") in the Geographic Markets and covering an area having the population determined on the basis of 2000 census data, and providing the number of megahertz of total capacity (measured post-transition, excluding J and K block spectrum) multiplied by this population number ("MHzPops"), all as identified on Schedule A; WHEREAS, subject to the Communications Act of 1934, as amended (the "Communications Act"), and FCC rules, regulations and policies (the "FCC Rules"), an EBS station's excess capacity may be used for commercial purposes (the "Commercial Spectrum Capacity"); WHEREAS, Licensee's ability to provide services to the non-profit community will be enhanced by expanding the geographic reach of its platform through making the commercial capacity associated with agreed FCC Licenses available to Clearwire, and providing services to the non-profit community on Clearwire's broadband network; WHEREAS, Clearwire believes that entering into a relationship with Licensee has several benefits to Clearwire, in securing a source of spectrum capacity for the future and facilitating the branding of the Clearwire mark through the services provided by Licensee in the non-profit community; WHEREAS, Licensee desires to make available to Clearwire, and Clearwire desires to have access to, the Commercial Spectrum Capacity that is identified on Schedule A (the "Initial Spectrum Capacity"), and any additional Commercial Spectrum Capacity of Licensee that is accepted by Clearwire and made subject to an IUA as provided in this Agreement (the "Future Spectrum Capacity"), all in accordance with the terms of this Agreement; -4-

WHEREAS, under this Agreement Licensee receives consideration to facilitate the transmission of instructional programming to schools and public organizations and to facilitate instructional broadband spectrum development for its educational instruction network; WHEREAS, the bundle of value comprised of the EBS Economic Royalties and the Access Right Royalties (collectively referred to as the "Total Consideration") is central to Licensee's efforts to advance the transmission of its programming and to develop an instructional broadband spectrum network, in each case utilizing the Clearwire National Platform, including the ability to use Clearwire as a single source access vendor under the IUAs, and the IUAs and this Agreement would not have been executed but for all of the elements of the Total Consideration; WHEREAS, Clearwire desires to have access to the Commercial Spectrum Capacity to the extent permitted by FCC Rules and the terms of this Agreement, for the operation of its business, and the Parties recognize that the success of Clearwire's business plan depends on its access to the Commercial Spectrum Capacity (among other factors), and the Licensee desires Clearwire to have full access rights to the Commercial Spectrum Capacity permitted under FCC Rules and the terms of this Agreement, to enhance Clearwire's business for the benefit of Licensee as a shareholder of Clearwire Corporation ("Clearwire Parent"); and NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, and agreements set forth in this Agreement and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto, intending legally to be bound, agree as follows: -5-

ARTICLE I. RELATIONSHIP TERMS Section 1.01. Overview. (a) This Agreement, the Individual Use Agreements entered into pursuant to this Agreement, and the Collateral Documents entered into by the Parties in connection herewith, describe the arrangement through which Clearwire and its Affiliates will obtain access to the Initial Spectrum Capacity authorized by the FCC Licenses identified on Schedule A hereto and any Future Spectrum Capacity (collectively, when under IUA hereunder, the "EBS Spectrum Capacity") to be delivered to Clearwire under the terms of this Agreement. (b) Clearwire is making an initial payment under this Agreement that exceeds the value of the Initial Spectrum Capacity, but that includes additional consideration for the Option and the ROFR granted to Clearwire in this Agreement, and that also constitutes an advance payment toward Future Spectrum Capacity. (c) In addition to the Economic Royalties detailed in ARTICLE II, central to Licensee's grant of access to the Commercial Spectrum Capacity to Clearwire under an IUA is Clearwire's agreement and covenant to provide the Access Right Royalties and other benefits as detailed in ARTICLE III and as provided for in each IUA, which consists of, among other items (i) access to the Educational Reservation Basic Cost-Free Educational Accounts; (ii) access to the Additional Cost-Free Educational Accounts; (iii) the Limited Reciprocity rights; and (iv) the Preferred Content Provider rights, together with technology, facilities, equipment and other functionality from Clearwire and its Affiliates all as more specifically set forth in this Agreement and in the IUAs related thereto. Section 1.02. Overview of Mechanics and Structure of Agreements. (a) IUAs for Initial Spectrum Capacity. In exchange for access to the Initial Spectrum Capacity made available to Clearwire pursuant to Individual Use Agreements in the form attached as Exhibit II hereto (individually, an "IUA") executed and delivered as of the Effective Date in accordance with the applicable closing procedure set forth in ARTICLE IV. Clearwire will provide at the times and in the manner set forth in each IUA and hereunder, the Economic Royalties set forth in ARTICLE II, together with the commitment to provide the bundle of rights and services set forth in ARTICLE III (identified collectively as the "Access Right Royalties"). (b) Option for Future Spectrum Capacity. Licensee grants Clearwire an option (the "Option") to enter into IUAs with Licensee in respect of any and all spectrum (including, but not limited to, the Commercial Spectrum Capacity, EBS and BRS) ("Spectrum") on FCC Licenses held by Licensee that is Available or that becomes Available during the Term, at prices -6-

to be negotiated in good faith based on the fair market value ("FMV") of such Spectrum at the time the Option is to be exercised, provided, however, that the negotiated price shall not exceed [***] per MHz POP. The Option shall be exercisable in Clearwire's sole discretion each time Spectrum of Licensee or its Affiliates becomes Available during the Term. When Spectrum is acquired by Licensee or its Affiliates, or becomes Available for use by Clearwire under an IUA as Future Spectrum Capacity, Licensee shall immediately provide a written proposal (an "Option Notice") to Clearwire with the same information with respect to such proposed Commercial Spectrum Capacity as is set forth on Schedule A for the Initial Spectrum Capacity. Licensee shall also promptly provide such additional information with respect to the proposal as may be reasonably requested by Clearwire. If Clearwire is interested in negotiating the IUA with respect to such proposed Spectrum, Clearwire shall inform Licensee and the parties shall commence good faith negotiations within ten (10) days after Licensee's receipt of such notice and shall continue to negotiate in good faith for a period of not less than [***] provided that Clearwire may terminate the negotiations at any time during such [***] period before the execution of the IUA. The negotiations shall include negotiations regarding the applicable FMV (which shall not, in any case, exceed [***] per MHz POP). If the Parties do not reach agreement on the FMV for such proposed Spectrum within such thirty-day period, Clearwire's Option with respect to the specific Spectrum in question will terminate, but the provisions in Section 1.04 shall still apply with respect to such Spectrum in accordance with the terms of Section 1.04. Clearwire has no obligation to accept any proposed Spectrum other than the Initial Spectrum Capacity, except as provided in Section 1.02(c) with regard to Other [***] Transactions. If the Parties reach agreement on the terms of the IUA for Future Spectrum Capacity, the payment required under such IUA shall reduce the then remaining unapplied Prepaid Royalties Balance. If any IUA for Future Spectrum Capacity requires a payment that exceeds the then-current balance of the Prepaid Royalties Balance, Clearwire shall pay the difference to Licensee in cash at the applicable Subsequent Closing. (c) [***] Option. With respect to Commercial Spectrum Capacity of the Licensee in [***] ("Licensee [***] Spectrum"), if Clearwire exercises the Option for any of Licensee's spectrum that is Available in [***] Licensee shall have the right to require that all of Licensee [***] Spectrum that is Available be included in the IUA as long as the price offered to Clearwire for such spectrum by Licensee is [***] per MHz POP or less; provided that, during the Term, and for [***] after the Term, if Clearwire enters into any lease (based on a [***] lease) or purchase transaction for any other BRS or EBS spectrum in the same or a "Substantially Similar" (as defined below) GSA in [***] (an "Other [***] Transaction"), or has already entered into or has any such Other [***] Transaction, Clearwire shall provide the terms of such transaction to Licensee within seven (7) days of consummation of the transaction, and Licensee shall have the option to accept the per MHzPOP price in such Other [***] Transaction if the Other [***] Transaction is for EBS spectrum, or the per MHzPOP price less [***] for BRS spectrum, and require that Clearwire execute IUAs for any of Licensee's Available [***] Spectrum in that GSA at that per MHzPOP price (the "Higher Price"); and further provided if the Other [***] Transaction [*** Confidential Treatment Requested] -7-

occurs after Licensee and Clearwire have executed IUAs for the Licensee [***] Spectrum, and the price per MHzPOP paid in the Other [***] Transaction is higher than that paid to Licensee under the [***] Spectrum IUAs, then Clearwire shall promptly pay Licensee the difference between that paid to Licensee for the executed IUAs and that paid pursuant to the Other [***] Transaction for the Licensee [***] Spectrum in that GSA (the "[***] MFN Right"). In no event will Licensee be obligated to enter into IUAs for any of Licensee's [***] channels at the price per MHz Pop of less than [***] For purposes of this paragraph, a Substantially Similar" GSA means a GSA the covers the same metropolitan are in [***] In the event of an Other [***] Transaction for any [***] GSA, Licensee shall receive the Higher price for all MHzPOPs included in License's Substantially Similar GSA and any overlapping GSAs, provided that Licensee shall not be entitled to receive the Higher Price for a greater number of MHzPOPs than contained in the [***] GSA that is the subject of the Other [***] Transaction. (for example, if Clearwire acquires the [***] group that covers [***] people ("POPs"), Licensee would be entitled to receive the Higher Price for the same number of POPs times MHz for which Licensee holds FCC licenses on the "B" channel Group covering the [***] GSA, plus that number of MHz POPs for any other adjacent "B" channel groups that overlap the [***] group, not to exceed the total number of MHz POPs covered by the [***] Group.) (d) The Option shall be exercisable for any Licensee Spectrum in Clearwire's sole discretion each time such Licensee Spectrum becomes Available during the Term; provided that Clearwire's Option to acquire IUAs for Licensee [***] Spectrum shall remain available to Clearwire and subject to the [***] MFN Right for not less than [***] without regard to the earlier expiration of the Term. Any outstanding Options shall lapse automatically upon the expiration of the Term, except to the extent that Clearwire has previously notified Licensee of its intention to exercise its Option with respect to such Spectrum prior to the expiration of the Term. Section 1.03. Service Affiliates. Clearwire covenants and agrees to cause the entity providing each of the Access Right Royalties to the Licensee (each a "Service Affiliate"') to assume the obligations of Clearwire hereunder with respect to the Access Right Royalties and to be jointly and severally liable therefore for the purpose of providing a direct contractual relationship between the Licensee and the Service Affiliates, including any other entity that over time becomes a Service Affiliate. The Service Affiliate and the Licensee shall execute such additional agreements as may be required to effectuate the provision of the applicable Access Right Royalty or other service, consistent with the terms hereof and the applicable IUA (any such agreement, a "Collateral Document"). Nothing in this Section 1.03 shall be construed to limit the primary obligation of Clearwire to provide the Access Right Royalties. Section 1.04. Right of First Refusal on IUAs. The terms of this Section 1.04 shall apply to all Spectrum held by Licensee or any of its Affiliates during the Term, unless (1) Licensee has complied with the Section 1.02(b) Option Notice with respect to such Spectrum, and (2) the ROFR Offer (as defined below) does not call for payment of a lower price, or other terms that [*** Confidential Treatment Requested] -8-

are more favorable to the third party, than those offered to Clearwire in connection with the Option referred to in Section 1.02(b). During the Term of this Agreement (the "ROFR Period"), Clearwire shall have a right of first refusal to use the Spectrum as set forth in this Section 1.04 and in Section 1.02(b). Upon the receipt by Licensee of any bonafide written offer (a "ROFR Offer") to purchase, lease, use or otherwise gain any access rights with respect to any of Licensee's Spectrum that Licensee desires to accept, Licensee shall transmit a written notice of the ROFR Offer to Clearwire (the "ROFR Offer Notice"). The ROFR Offer Notice (i) shall contain the name and address of the Person making the ROFR Offer, the payment structure therefore and a summary of all material terms of such ROFR Offer, and (ii) shall offer to Clearwire the option to enter into an IUA upon the terms and subject to the conditions of the proposed third party use or lease agreement as set forth in the ROFR Offer Notice. Clearwire shall then have the right for [***] to accept such ROFR Offer. If Clearwire accepts such ROFR Offer, Clearwire and Licensee shall enter into an IUA on such terms and conditions. If after such [***] period or upon earlier written notice Clearwire does not accept such ROFR Offer, its rights hereunder as to such ROFR Offer shall terminate and Licensee may for a period of [***] following the expiration of such thirty (30) day period enter into an agreement with the original offering party on the same terms and conditions as were offered to Clearwire. If after such [***] period, Licensee does not enter such an agreement with the original offering party the Clearwire right of first refusal described in this Section shall again apply for such timing remaining in the ROFR Period. If the ROFR Offer Notice provides that any consideration is to be paid by the third person in whole or in part in a form other than cash, Clearwire accepts the ROFR Offer, and Clearwire is able to provide or procure comparable non-cash consideration using commercially reasonable efforts, Clearwire will so provide or procure such non-cash consideration. In the event Clearwire is unable to provide or procure comparable non-cash consideration, Clearwire may substitute, in whole or in part, for non-cash consideration an amount in cash fairly equivalent to the then fair market value of the non-cash consideration payable by the third person. The ROFR Offer acceptance must specify the amount of any such substitute cash consideration and the non-cash consideration for which it is intended to substitute. If Licensee disputes that the substitute cash consideration specified by Clearwire is in an amount fairly equivalent to the fair market value of the non-cash consideration payable by the third person, Licensee must within [***] after the receipt of the ROFR Offer acceptance provide Clearwire with written notice specifying the amount Licensee considers to be fairly equivalent to the fair market value of the non-cash consideration payable by the third person (the "Counter Offer"). The question of fair market value of the non-cash consideration will be resolved pursuant to arbitration under this Agreement unless Clearwire gives Licensee written notice within [***] after its receipt of the Counter-Offer that Clearwire agrees to enter into an agreement containing the fair market value set forth in the Counter-Offer. [*** Confidential Treatment Requested] -9-

ARTICLE II. ECONOMIC ROYALTIES Section 2.01. EBS Spectrum Capacity Economic Royalties. Clearwire shall cause to be paid to the Licensee the amount of [***] (the "Prepaid Royalties") upon execution of this Agreement. The Prepaid Royalties shall be applied as provided in Section 1.02(b), against amounts otherwise due from Clearwire to Licensee with respect to IUAs for Initial Spectrum Capacity and Future Spectrum Capacity. Section 2.02. Refunding of Prepaid Royalties. Within five calendar days after the expiration or termination of the Term of this Agreement for any cause, Licensee shall refund Clearwire the full balance of Prepaid Royalties less any portion of the Prepaid Royalties that has been applied against royalties due under fully executed IUAs for Initial Spectrum Capacity and Future Spectrum Capacity (at any time the "Prepaid Royalties Balance"); provided that the Term shall not be deemed to have expired for this purpose during a period that the Option periods described in Section 1.02(b) have not terminated. Clearwire has the right, in its sole discretion, to extend the date on which the Prepaid Royalties Balance must be refunded. If Clearwire decides to grant such an extension, the Term of this Agreement shall be extended accordingly and the terms of this Agreement shall continue in full force and effect. ARTICLE III. ACCESS RIGHT ROYALTIES Section 3.01. Access Right Royalties. Clearwire shall provide the Access Right Royalties described in this ARTICLE III from and after the Commencement Date of an IUA hereunder. The Access Right Royalties will be provided in a manner consistent with the way the Access Right Royalties are provided by Clearwire to third parties under agreements that provide for Access Right Royalties similar to the Access Right Royalties provided in this Agreement. Notwithstanding the preceding sentence, the Parties acknowledge that Licensee currently provides, and intends to provide, a variety of digital educational services utilizing the spectrum in [***] a market of special importance to Licensee, and if the Option is exercised with respect to Licensee [***] Spectrum, Clearwire agrees to (in good faith) consider and use its commercially reasonable best efforts to enter into a joint venture with Licensee in the development and delivery of Licensee's services in [***] to Educational End Users, which services may be different from services provided in other markets, if such joint venture involves the purchase of services from Clearwire at greater than Clearwire's lowest wholesale price in the market for such services. Section 3.02. Cost-Free Educational Accounts. [*** Confidential Treatment Requested] -10-

(a) Included in the Access Right Royalties provided to Licensee, Licensee shall be entitled to Cost-Free Educational Accounts as provided in this Section 3.02, Section 3.03, and Section 3.04. (b) "Cost-Free Educational Account" means a wireless broadband connection that Clearwire provides to Licensee without charge or expense to Licensee. Cost-Free Educational Accounts shall have the same capacity and characteristics as the highest level of premium mass market retail service provided on Clearwire's network in a given Market Area. Multiple individuals that are associated with an Educational End User at the time may share the same Cost-Free Educational Account through Wi-Fi hotspots, local area networks, and other means. To the extent not inconsistent with the terms of this Agreement and the applicable IUA, the Cost-Free Educational Accounts shall be subject to the terms of Clearwire's then generally applicable Acceptable Use Policy. The Cost-Free Educational Accounts shall be fully portable anywhere within the Clearwire National Platform to the extent that Clearwire offers such portability to any customer. Section 3.03. Educational Reservation Basic Cost-Free Education Accounts. (a) In respect of Licensee's educational reservation covering the five percent (5%) educational spectrum capacity currently required by the FCC Rules pertaining to the FCC Licenses (the "Educational Reservation"), Licensee shall be permitted to utilize the Educational Reservation in such locations served by the Clearwire National Platform on a full time basis as Licensee desires for its operations. Clearwire and Licensee shall at all times comply with applicable FCC Rules. Clearwire may not use the Educational Reservation. In the event that the Parties cannot agree on the application of any new rule or interpretation regarding the Educational Reservation in their circumstances, the Parties shall jointly approach the FCC for clarification in a timely fashion and, to the extent the matter remains unresolved thereafter, shall settle the matter applying the Dispute Resolution Procedure. (b) Initially, Clearwire shall provide Licensee [***] Cost-Free Educational Account per Cell Site per Market Area each a "Basic Cost-Free Education Account"). The number of Cost-Free Educational Accounts shall be adjusted upward every [***] proportionate to the growth of the overall data capacity of Clearwire's network in the Market Area where the EBS system is located. The growth (if any) in the overall data capacity shall be determined as measured by its average throughput. The average throughput measurement shall be made in such fashion as shall be agreed by the Parties, or (if the Parties fail to reach agreement with respect to such measurement) as determined by arbitration, using metrics that are as consistent as possible with those utilized at the time of the immediately prior average throughput measurement. Section 3.04. Additional Cost-Free Educational Accounts. In addition to, and not in lieu of, the Cost-Free Educational Accounts provided to Licensee by Clearwire pursuant to the Educational Reservation as set forth in Section 3.03, Clearwire shall provide Licensee with [*** Confidential Treatment Requested] -11-

additional Cost-Free Educational Accounts in the number computed in accordance with this Section 3.04 (the "Additional Cost-Free Educational Accounts"). (a) Number and Periodic Adjustment. Licensee will have access to additional spectrum capacity on Clearwire's network in Licensee's Market Area in the form of Cost-Free Educational Accounts for use on the Clearwire National Platform equal to the greater of (X) [***] Cost-Free Educational Accounts per Sector in the Market Area where Licensee holds an FCC License to operate an EBS system and (Y) the quantity of Cost-Free Educational Accounts determined by applying the Formula Quantity. The number of Additional Cost Free Educational Accounts that Clearwire is obligated to provide to Licensee shall be recalculated and revised [***] (i) The "Formula Quantity" as of any date, is equal to the product obtained by multiplying: (a) the Local Channel Ratio by (b) [***] by (c) the number of subscribers served by Clearwire in the Market Area as of the end of the previous calendar year. In the event that this product is a fraction, it shall be rounded up or down to the nearest whole number, where the "Local Channel Ratio" is the fraction obtained by dividing the number of EBS channels provided to Clearwire by Licensee under IUA in a given Market Area as of the date of the calculation by the total number of EBS and BRS channels with substantially overlapping GSAs then used to provide service in such Market Area licensed to or under a use agreement with Clearwire (including those of Licensee) as of that date. (ii) Educational End Users. Cost-Free Educational Accounts shall be exclusively for Educational End Users and not for resale, assignment or transfer by Licensee outside of its Educational End User environment or to persons who cease to be officially associated with such Educational End User. (By way of example, a university may resell the service to its students, faculty, administrators and staff, while such persons are involved with the university, but shall cease to provide the service if a member of the faculty terminates employment or a student graduates and ceases to be involved in university matters.) (b) Time of Delivery. The Additional Cost-Free Educational Accounts shall be provided by Clearwire to Licensee pursuant to this Section 3.04(b) upon the commercial launch of Clearwire's broadband wireless service in any Market Area where Licensee has an EBS Spectrum Capacity IUA in place with Clearwire, or the applicable Commencement Date thereof if later. Section 3.05. Licensee MVNO. (a) In addition to the right to Cost-Free Educational Accounts, Licensee shall have the right to resell the Clearwire service in the form of MVNO Educational Accounts to additional Educational End Users in each Market Area for use on the Clearwire National Platform. An "MVNO Educational Account" shall have the identical characteristics as a Cost-Free Educational Account under Section 3.02(b). except that there shall be a charge to Licensee [*** Confidential Treatment Requested] -12-

as determined pursuant to this Section 3.05. Clearwire shall sell to Licensee such services, at a cost equal to the [***] provided by Clearwire to an arms-length third party in such Market Area or other comparable market pursuant to any applicable agreement. However, the number of MVNO Educational Accounts is limited in each Market Area to [***] the number of Cost-Free Educational Accounts for that Market Area. (b) Mechanics. The resale of Clearwire's services pursuant to this Section 3.05 shall be accomplished pursuant to a standard Clearwire wholesale agreement form drafted in a manner consistent with the terms of this Agreement and the applicable IUA, which will be provided to any Licensee requesting the right to resell an MVNO Educational Account to an Educational End User. Such arrangement shall be executed not later than thirty (30) days after the availability of such services. Section 3.06. Access to Educational End User Devices. Clearwire shall also make any end-user equipment used in the Clearwire National Platform available for purchase by Licensee at [***] above Clearwire's cost to acquire such end-user equipment. Equipment provided to Licensee pursuant to this section shall be used solely by Educational End Users and not for resale. Section 3.07. Sharing of Features and Service Sets. Licensee shall have access to, and full use of, system capabilities, services and feature sets that are generally provided to Clearwire's retail customers or wholesalers to mass market customers. Licensee shall have access to reasonably necessary support made available to Clearwire's commercial customers generally, and that is reasonably necessary for the Licensee to offer services to its Educational End Users as contemplated by their agreement. The Licensee shall have access to new capabilities, features and service sets within six months of the time that Clearwire makes them available to customers generally, but not earlier than the Commencement Date with respect to any particular IUA. Section 3.08. Preferred Content Provider. (a) Scope. In the event that Clearwire provides third party content to customers over its network in any Market Area where Licensee is a party to an EBS Spectrum Capacity IUA, Licensee shall be a "Preferred Content Provider" over such network in that Market Area. As a Preferred Content Provider, Licensee shall have the same degree of access to, and use of, any system capability, service or feature set that is provided to premium third party content providers. (b) Service Sets and Features. [***] Licensee agrees that the programming that Licensee supplies to customers through Clearwire's network [*** Confidential Treatment Requested] -13-

will be educational in nature. Licensee agrees not to resell Clearwire's network access, features and/or service sets to third parties, except in accordance with Sections 3.04(a)(i) and 3.05. (c) Capacity Constraints. Clearwire reserves the right to restrict the use of the capabilities and services made available to the Licensee as a Preferred Content Provider under this Section 3.08 if such use is no longer commercially and technically feasible due to limitations in network capabilities. Clearwire shall comply with the provisions of ARTICLE III to ensure timely access to information about capacity usage and permit Licensee a reasonable opportunity to secure alternative access. SECTION3.09. [***] ARTICLE IV. CLOSING MECHANICS; ESCROW Section 4.01. Deliveries at Execution of this Agreement. On the Effective Date of this Agreement, Clearwire and the Licensee shall take the following actions required of it by subsections (a) through (c) hereof. (a) Licensee. Licensee shall deliver or cause to be delivered to Clearwire each of the following, duly executed by an authorized representative of Licensee: (i) one IUA completed in accordance with this Agreement with respect to each Market comprising the Initial Spectrum Capacity; (ii) the Stock Pledge Agreement attached to this Agreement as Exhibit III, and all additional documents required under the Stock Pledge Agreement; and (iii) the certificate(s) of Licensee described in Section 4.01(c) Licensee shall have specified on Schedule 4.01 attached hereto its wire account (each a "Wire Account"), which Wire Account shall be included in the applicable IUA. Absent notice of different instructions, all cash payments to be made as provided on Schedule A, and as otherwise reflected in the applicable IUA or this Agreement to be paid to Licensee, shall be to such Wire Account in immediately available funds. [*** Confidential Treatment Requested] -14-

(b) Clearwire. Clearwire shall deliver or cause to be delivered to the Licensee each of the following, duly executed by an authorized representative of Clearwire: (i) one IUA completed in accordance with this Agreement with respect to each Market comprising the Initial Spectrum Capacity; (ii) its certificate described in Section 4.01(c); and (iii) the Upfront Royalty provided for in the applicable EBS Spectrum Capacity IUA as reflected on Schedule A. (c) Officers Certificates. In connection with the execution of this Agreement, each Party shall deliver to each other Party, in each case certified as of the Effective Date of this Agreement by an authorized officer of the delivering Party, (A) a copy of the resolutions of the board of directors of the delivering Party authorizing the execution, delivery and performance of this Agreement and (B) a certificate of incumbency, with signatures of the officers of such Party authorized to execute and deliver this Agreement. Section 4.02. EBS Spectrum Capacity IUA Closing(s). (a) Initial Closing. Subject to the terms and conditions set forth in this Agreement, the closing of the transactions provided in this Agreement, including with respect to IUAs for the Initial Spectrum Capacity that are executed on the date hereof (each an "Initial Closing"), shall take place on the Effective Date of this Agreement (the "Initial Closing Date"). (b) Subsequent Closings. Subject to the terms and conditions set forth in this Agreement, the closing of IUAs for Future Spectrum Capacity as provided in this Agreement shall take place as specified in the applicable IUAs when the Parties reach agreement on the pricing of such Future Spectrum Capacity IUAs, at which time an EBS Spectrum Capacity IUA shall be executed (each a "Subsequent Closing"), which date shall be the Effective Date for that IUA (the "Subsequent Closing Date"). (c) Closing Conditions. (i) Conditions to Each Party's Obligations at a Closing. The respective obligations of each Party to effect execution and closing of an EBS Spectrum Capacity IUA at the Initial Closing or at any Subsequent Closing shall be subject to the satisfaction on or prior to the applicable Closing Date of the following condition with respect to that EBS Spectrum Capacity IUA. (1) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court or other Government Agency of competent jurisdiction preventing the consummation of the transactions contemplated in the applicable IUA or under this Agreement as it relates to such IUA; provided, however, that prior to invoking this condition, each Party hereto shall use all commercially reasonable efforts to have any such injunction or other order vacated. -15-

(ii) Conditions to the Obligations of Clearwire. The obligations of Clearwire to effect any Closing of an IUA hereunder shall be subject to the satisfaction at or prior to the applicable Closing Date of such IUA of each of the following conditions, any of which may be waived, solely in writing, and exclusively by Clearwire: (1) Representations and Warranties. The representations and warranties of the Licensee contained in the IUA shall be true and correct in all material respects as of the Effective Date of such IUA. (2) Officer Certificates. Clearwire shall have received copies, in each case certified as of the applicable Closing Date by an authorized officer of Licensee, of (i) the resolutions of the board of directors of the Licensee, authorizing the execution, delivery and performance of the IUA, (ii) the signature and incumbency of the officers of the Licensee authorized to execute and deliver the IUA, and (iii) certifying that the representations and warranties of the Party to be made under the IUA are true and correct. (iii) Conditions to Obligations of Licensee. The obligations of Licensee to effect any Closing of an EBS Spectrum Capacity IUA hereunder shall be subject to the satisfaction at or prior to the applicable Closing Date of such IUA of each of the following conditions, any of which may be waived, solely in writing, and exclusively by Licensee: (1) Representations and Warranties. The representations and warranties of Clearwire contained in the IUA shall be true and correct in all material respects as of the Effective Date of such IUA. (2) Officer Certificates. Licensee shall have received copies, in each case certified as of the applicable Closing Date by an authorized officer of Clearwire, of (i) the resolutions of the board of directors of Clearwire and each Clearwire Affiliate that is a Party hereto, authorizing the execution, delivery and performance of the IUA, (ii) the signature and incumbency of the officers of Clearwire authorized to execute and deliver the IUA, and (iii) certifying that the representations and warranties of the Party to be made under the IUA are true and correct. Section 4.03. Closing Site/Mechanics. Each of the Closings will occur by electronic delivery procedure agreed by the Parties, provided that the Initial Closing shall take place at the offices of Davis Wright Tremaine LLP, Seattle, Washington. Section 4.04. Further Assurances. Upon the terms and subject to the conditions of this Agreement, each of the Parties hereto shall use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable consistent with applicable law to consummate and make effective in the most expeditious manner practicable the Closing of each IUA and compliance with the obligations therein and herein in respect of each such IUA. -16-

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF LICENSEE Licensee hereby represents and warrants to Clearwire and Clearwire Parent that: Section 5.01. Organization and Good Standing. It is a nonprofit corporation duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Except as disclosed in Schedule 5.01, it is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property or FCC Licenses and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing does not have and would not reasonably be expected to have a Licensee Material Adverse Effect. Section 5.02. Authorization of Agreement. It has all requisite corporate power and authority (i) to enter into, deliver and carry out the transactions contemplated by this Agreement (the 'Transactions") and each other agreement, document, or instrument or certificate contemplated by this Agreement to be delivered on the date thereof, (ii) to enter into and deliver all documents required or necessary to be executed by it in connection with the consummation of the Transactions on the date hereof (collectively the "Licensee Documents"), and (iii) to consummate the Transactions taking place on the date hereof. This Agreement has been and the Licensee Documents when delivered will be duly and validly executed and delivered by it and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes and the Licensee Documents will constitute when delivered the legal, valid and binding obligations of Licensee, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Section 5.03. No Conflict. Except as set forth on Schedule 5.03: (a) Neither the execution and delivery by Licensee of this Agreement or the Licensee Documents, nor compliance by Licensee with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the Governing Documents of Licensee, (ii) conflict with, violate, result in the breach of, constitute (with or without due notice, lapse of time or both) a default under, result in the acceleration of, create in any Party the rights to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, license, agreement or other obligation to which Licensee is a party or by which Licensee or any of its properties or assets is bound or (iii) violate any statute, -17-

rule, regulation, order or decree of any Government Agency or authority by which Licensee is bound, except in the cases of clauses (ii) and (iii) for such violations, breaches or defaults as would not, individually or in the aggregate, have a Licensee Material Adverse Effect. (b) No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any Person or Government Agency is required on the part of Licensee in connection with the execution and delivery of this Agreement or the Licensee Documents or the compliance by Licensee with any of the provisions hereof or thereof, except as contemplated herein or therein. Section 5.04. Litigation. Except as set forth on Schedule 5.04 and other than Proceedings of general applicability and those related to market transitions ("FCC Proceedings"), there is no Proceeding now in progress or pending or, to the knowledge of Licensee, threatened against Licensee or the assets (including the intellectual property rights) or the business of Licensee, nor to the knowledge of Licensee, does there exist any basis therefore, except for immaterial claims brought against Licensee in the ordinary course of business. Section 5.05. Compliance with Laws; Permits. Excepting the markets listed on Schedule 5.05 and only to the best knowledge of the Licensee, assuming compliance in all material respects with the Communications Act and FCC Rules by other parties to a Third Party Agreement where and during the time access to the Commercial Spectrum Capacity has been governed by such Third Party Agreement, in respect of all licenses, including those otherwise subject to Third Party Agreements, Licensee (a) has complied in all respects with all federal, state, and local laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to it and its business other than where noncompliance would not, individually or in the aggregate, reasonably be expected to have a Licensee Material Adverse Effect and (b) has all federal, state, and local governmental Permits necessary in the conduct of its business as currently conducted and to own and use its assets in the manner in which such assets are currently owned and used other than where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Licensee Material Adverse Effect, such Permits are in full force and effect, and no violations have been recorded in respect of any such Permit, and no proceeding is pending or, to the best knowledge of Licensee, threatened to revoke or limit any such Permit. Section 5.06. Brokers. Neither Licensee nor any of its directors, officers, employees, or representatives has employed any broker or finder in connection with the Transactions. Section 5.07. Knowledge. Any representation, warranty, covenant, obligation, or part thereof that states that it is made to the best knowledge of Licensee is made to its best knowledge after commercially reasonable investigation and includes all facts which it knew or should have known as a result of such investigation, including the best knowledge of Licensee's executive officers and legal counsel after commercially reasonable investigation. -18-

ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF CLEARWIRE Clearwire hereby represents and warrants to Licensee that: Section 6.01. Organization and Good Standing. Clearwire Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Clearwire is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada. Each has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. Clearwire is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing does not have and would not reasonably be expected to have a Clearwire Material Adverse Effect. Section 6.02. Authorization of Agreement. Each of Clearwire Parent and Clearwire has all requisite corporate power and authority (i) to enter into, deliver and carry out the Transactions, each IUA and each other agreement, document, or instrument or certificate contemplated by this Agreement, (ii) to enter into and deliver all documents required or necessary to be executed by it in connection with the consummation of the Transactions (collectively the "Clearwire Documents"), and (iii) to consummate the Transactions. This Agreement has been and the Clearwire Documents will be when delivered duly and validly executed and delivered by Clearwire and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes and the Clearwire Documents will constitute when delivered the legal, valid and binding obligations of Clearwire, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Section 6.03. No Conflict. (a) Neither of the execution and delivery by Clearwire of this Agreement and of the Clearwire Documents, nor the compliance by Clearwire with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the Governing Documents of Clearwire, (ii) conflict with, violate, result in the breach of, or constitute (with or without due notice, lapse of time or both) a default under, result in the acceleration of, create in any Party the rights to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, license, agreement or other obligation to which Clearwire is a party or by which Clearwire or any of its properties or assets are bound or -19-

(iii) violate any statute, rule, regulation, order or decree of any Government Agency by which Clearwire is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, have a Clearwire Material Adverse Effect. (b) No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any Person or Government Agency is required on the part of Clearwire in connection with the execution and delivery of this Agreement or the Clearwire Documents or the compliance by Clearwire with any of the provisions hereof or thereof, except that in connection with the execution of the IUAs executed pursuant to this Agreement, Clearwire will prepare and file spectrum lease applications for approval by the FCC. Section 6.04. Litigation. Except as would not reasonably be expected to have a materially adverse effect on the ability of Clearwire to close hereunder or as set forth on Schedule 6.04, (a) there is no Proceeding now in progress or pending or, to the knowledge of Clearwire, threatened against Clearwire or the assets or the business of Clearwire and (b) Clearwire is not subject to any order, writ, injunction or decree of any court or other Government Agency. Section 6.05. Compliance with Laws; Permits. Clearwire (a) has complied in all respects with all federal, state, and local laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to it and its business other than where noncompliance would not, individually or in the aggregate, reasonably be expected to have a Clearwire Material Adverse Effect and (b) has all federal, state, and local governmental Permits necessary in the conduct of its business as currently conducted and to own and use its assets in the manner in which such assets are currently owned and used other than where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Clearwire Material Adverse Effect, such Permits are in full force and effect, and no violations have been recorded in respect of any such Permit, and no proceeding is pending or, to the best knowledge of Clearwire, threatened to revoke or limit any such Permit, except that in connection with the execution of the IUAs executed pursuant to this Agreement, Clearwire will prepare and file spectrum lease applications for approval by the FCC. Section 6.06. Brokers. Neither Clearwire nor any of its directors, officers, employees or representatives has employed any broker or finder in connection with the Transactions. ARTICLE VII. COVENANTS Section 7.01. Consents and Approvals. Clearwire shall use its commercially reasonable efforts to obtain, and shall cooperate with Licensee and assist Licensee in obtaining, all consents, waivers, amendments, modifications, approvals, authorizations, permits and licenses which are -20-

required to be obtained by Clearwire and the Licensee to effectuate this Agreement. Licensee shall use its respective commercially reasonable efforts to obtain, and shall cooperate with Clearwire and assist Clearwire in obtaining, all consents, waivers, amendments, modifications, approvals, authorizations, permits and licenses which are required to be obtained by Clearwire and/or Licensee to effectuate this Agreement. Section 7.02. Notice of Breach. Licensee shall promptly give Clearwire written notice of any matter that becomes known to Licensee which Licensee determines is reasonably likely to constitute a breach of any representation, warranty, agreement or covenant of Licensee contained in this Agreement. Clearwire and Clearwire Parent shall promptly give the Licensee written notice of any matter that becomes known to them which Clearwire or Clearwire Parent determines is reasonably likely to constitute a breach of any representation, warranty, agreement or covenant of Clearwire or Clearwire Parent contained in this Agreement. Section 7.03. Maintenance of FCC Qualifications. The provisions of this Section 7.03 apply only to spectrum that has not been subject to an IUA. Except as such qualifications may be affected by this Agreement or one or more IUAs entered into pursuant to this Agreement, Licensee hereby covenants and agrees that it shall maintain all necessary qualifications to hold and to obtain renewal in the ordinary course of any FCC License, subject to Clearwire's obligation to cause Licensee's FCC License to timely meet the substantial service requirement and to comply with FCC Rules in its use and access to the licensed spectrum, as such qualifications may be amended or modified from time to time (individually an "FCC Qualification" and collectively referred to as the "FCC Qualifications"), and further covenants that it shall not knowingly or negligently take any action, or fail to take any action, which action or failure to act creates a material risk that Licensee shall lose any FCC Qualification; provided, that in the event that the FCC or any other legal authority shall at any time specify new or different qualifications or conditions for the maintenance of any FCC Qualification or shall issue a pronouncement offering a new interpretation of an FCC Qualification, Clearwire shall reimburse on demand Licensee's reasonable expenses of taking such action as are required for Licensee to bring itself and its operations into compliance with such new or different qualifications or conditions; provided, further, that it shall not be deemed a breach of this sentence if Licensee loses an FCC Qualification as a result, in whole or in part, of an act or omission of Clearwire or any failure of Clearwire to perform its obligations under this Agreement or any IUA. If, at any time, Licensee fails, or it appears to said Licensee more likely than not that it will fail, to maintain any one or more of its FCC Qualifications with respect to any of its FCC Licenses or its operations pursuant thereto, Licensee shall give written notice to Clearwire within five (5) days after Licensee becomes actually aware that (i) it no longer maintains such FCC Qualifications or (ii) with the passage of time or upon the occurrence of a future event it will no longer maintain such FCC Qualifications (referred to as a "Disqualification Event"). Licensee shall cooperate with reasonable requests of Clearwire made from time to time for the purpose of verifying, at Clearwire's expense, that Licensee maintains its FCC Qualifications. Upon the occurrence of a Disqualification Event, the affected Licensee shall, at Clearwire's expense, promptly undertake all reasonable actions to obtain, to the extent -21-

permitted by applicable law, a waiver from the FCC regarding the circumstances giving rise to such Disqualification Event or to cure the circumstances giving rise to such Disqualification Event. Section 7.04. Assignment of FCC Licenses. The provisions of this Section 7.04 apply only to spectrum that has not been subject to an IUA. Licensee may assign the FCC License to any entity that is eligible under FCC Rules to hold the FCC License, who is reasonably acceptable to Clearwire and who assumes Licensee's prospective obligations under this Agreement, whereupon Licensee shall be forever relieved of such prospective obligations. Clearwire and Licensee agree that it is reasonable for Clearwire to reject a proposed assignee where the proposed assignee or its affiliate competes with Clearwire's offering over EBS or BRS spectrum. In the event that Licensee desires to assign its FCC License to another entity, Licensee shall inform Clearwire in writing of the identity of such entity and within twenty (20) days of such notice Clearwire shall inform Licensee in writing of whether Clearwire consents to such assignment or refuses to consent to such assignment and, if it refuses, the reason(s) it is relying upon for such refusal. Notwithstanding the foregoing, Licensee may, without the prior consent of Clearwire, sell, assign, sublease, delegate or transfer this Agreement or any of its rights or obligations hereunder to any of Licensee's affiliates controlled by or under common control with Licensee. Section 7.05. Other FCC Requirements. In carrying out this Agreement, the Parties will comply at all times with applicable laws, as well as rules and policies of the FCC. The Parties believe that the provisions of this Agreement comply with all current FCC rules and policies, and agree not to express any contrary view to regulatory agencies or the general public. Section 7.06. Fees and Taxes. Until the end of the term of the IUA that is the last to expire, Clearwire shall pay all fees and taxes (now existing or hereafter arising) imposed on Licensee as a result of the licensing, regulation or use of Licensee's EBS Spectrum by Clearwire or Licensee, including, without limitation, any Federal spectrum, USF and/or regulatory fees that maybe imposed on EBS Spectrum in the future. Section 7.07. Best Efforts for Duration of Relationship. The Parties acknowledge that there will be many changes in the course of the term of the IUAs in technology, capabilities, and regulatory environment and other relevant areas, and the Parties covenant and agree to act in a cooperative manner to preserve the intent of the relationships reflected in this Agreement to their mutual advantage and to use their commercially reasonable best efforts to maintain that mutual advantage in accordance with the initial intent of the Parties. ARTICLE VIII. INDEMNIFICATION Section 8.01. Indemnification -22-

(a) Licensee shall indemnify Clearwire, its Affiliates, and each of their respective stockholders (other than Licensee), directors, officers, employees, agents, successors and assigns (collectively, the "Clearwire Indemnified Parties") and hold each of the Clearwire Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (i) The failure of any representation or warranty of Licensee set forth in ARTICLE V hereof, or any representation or warranty contained in any certificate delivered by or on behalf of Licensee pursuant to this Agreement, to be true and correct as of the dates made; and (ii) The breach of any covenant or other agreement on the part of Licensee under this Agreement. (b) Clearwire shall indemnify the Licensee, its Affiliates, and each of its agents, successors and assigns (collectively, the "Licensee Indemnified Parties") and hold the Licensee Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (i) The failure of any representation or warranty of Clearwire set forth in ARTICLE VI hereof, or any representation or warranty contained in any certificate delivered by or on behalf of Clearwire pursuant to this Agreement, to be true and correct as of the dates made; (ii) The breach of any covenant or other agreement on the part of Clearwire under this Agreement; and (iii) The operation of equipment by, the provision of service by or otherwise related to the activities of Clearwire, any of its Affiliates or any of its sublicensees or resellers including, without limitation, damage to health. Section 8.02. Determination of Damages. As used herein, "Damages" means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person, and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultants' fees, and reasonable attorneys' fees and costs, of every kind and description, contingent or otherwise. For purposes of the above, the amount of Damages in respect of any breach of a representation or warranty shall be determined without regard to any limitation or qualification as to materiality, Licensee(s) Material Adverse Effect, Clearwire Material Adverse Effect, knowledge or similar language set forth in such representation or warranty. -23-

Section 8.03. Limitations on Indemnification for Breaches of Representations and Warranties. An indemnifying Party shall not have any liability under Section 8.01(a)(i) or Section 8.01(b)(i) hereof unless the aggregate amount of Damages to the indemnified Parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct or the breach of any covenant, exceeds [***] in the aggregate (the "Deductible") and, in such event, the indemnifying Party shall be required to pay the amount of such Damages including those used to compute the Deductible. Section 8.04. Indemnification Procedures (a) In the event that any claim shall be asserted by any Person in respect of which payment may be sought under Section 8.01 hereof (regardless of the Deductible referred to above) (each, a "Claim"), the indemnified Party shall reasonably and promptly cause written notice (a "Claim Notice") of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying Party. The indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder. If the indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, it shall within five (5) days of the delivery of the Claim Notice (or sooner, if the nature of the Claim so requires) notify the indemnified Party of its intent to do so. If the indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, fails to notify the indemnified Party of its election as herein provided or contests its obligation to indemnify the indemnified Party for such Damages under this Agreement, the indemnified Party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified Party defends any Claim, then the indemnifying Party shall reimburse the indemnified Party for the expenses of defending such Claim upon submission of periodic bills. If the indemnifying Party shall assume the defense of any Claim, the indemnified Party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying Party if, so requested by the indemnifying Party to participate or in the reasonable opinion of counsel to the indemnified Party, a conflict or potential conflict exists between the indemnified Party and the indemnifying Party that would make such separate representation advisable; and provided, further, that the indemnifying Party shall not be required to pay for more than one such counsel for all indemnified Parties in connection with any Claim. The Parties hereto agree to cooperate fully with each other in connection with the defense, negotiation, or settlement of any such Claim. (b) After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified Party and the indemnifying Party shall have arrived at a mutually binding agreement [*** Confidential Treatment Requested] -24-

with respect to a Claim hereunder, the indemnified Party shall forward to the indemnifying Party notice of any sums due and owing by the indemnifying Party pursuant to this Agreement with respect to such matter. (c) The failure of the indemnified Party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying Party's obligations with respect thereto except to the extent that the indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. ARTICLE IX. TERM AND TERMINATION Section 9.01. Term; Termination. The term of this Agreement (the "Term") will commence on the Effective Date and will continue until the earlier of (1) eighteen (18) months after the Effective Date, (2) the date on which Clearwire has used all of the Prepaid Royalties for accessing Future Spectrum Capacity pursuant to this agreement, or (3) the date on which Licensee has returned to Clearwire (in cash) the entire amount of the Prepaid Royalties that has not been used for accessing Future Spectrum Capacity pursuant to this Agreement. Clearwire shall have the right, in its sole discretion, to extend the Term at any time prior to its expiration under clause (1) above; provided, that the Term shall not extend beyond the first to occur of the events described in clauses (2) or (3) above except as it pertains to [***]. This Agreement may be terminated prior to expiration of the Term under any of the following circumstances: (i) by mutual written agreement of the parties; (ii) by Clearwire, upon giving written notice to Licensee in the Event of Default; provided that such Event of Default is not cured (if it is capable of being cured) within [***] following such notice; (iii) by Licensee, upon giving written notice to Clearwire in the Event of Default; provided that with respect to an Event of Default that is a payment default, it is not cured in [***] following such notice, and with respect to all other Events of Default (that are of a type capable of being cured) such Event of Default is not cured within [***] thereof; or (iv) by Clearwire upon written notice to Licensee and to the extent allowed under law, if Licensee files a petition pursuant to Title 7 or 11 of the United States Bankruptcy Code or is adjudged a debtor after the filing of an involuntary bankruptcy petition against Licensee, or if Licensee files a petition for relief pursuant to any state insolvency laws. Upon termination of this Agreement for any cause, the Prepaid Royalties Balance shall be refunded to Clearwire, as provided in Section 2.02. Section 9.02. Defaults. It shall be an "Event of Default" hereunder if either party fails to perform a material obligation or breaches a material representation and warranty contained in this Agreement in circumstances where such failure results in the inability of the other party to exercise its full rights under this Agreement. In the event of a Loss (as defined in the applicable IUA), the Parties shall cooperate in seeking special temporary authority from the FCC to allow Clearwire to continue operating on the Channels until such time as it can transition its users to other spectrum and minimize service disruption to its business and other activities. [*** Confidential Treatment Requested] -25-

Section 9.03. Survival. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement shall survive any expiration or termination of this Agreement. Without limiting the generality of the foregoing, any rights of Clearwire with respect to any Options or any rights of first refusal shall survive the expiration or termination of this Agreement if the notice or other event triggering such Option or right of first refusal occurs (or would have occurred, if Licensee complied in full with the requirements of this Agreement) prior to expiration or termination of this Agreement. ARTICLE X. GENERAL PROVISIONS Section 10.01. Payment of Sales, Use or Similar Taxes. Clearwire shall be liable for and shall pay (and shall indemnify and hold harmless the Licensee(s) Indemnified Parties against) all sales, use, stamp, documentary, filing, recording, transfer, real estate transfer, registration, duty or similar fees or taxes or governmental charges (together with any interest of penalty, addition to tax or additional amount imposed) as levied by any taxing authority in connection with the Transactions. Section 10.02. Survival of Representations and Warranties. The representations and warranties contained in this Agreement or in any certificate, document or instrument delivered in connection herewith, shall survive each of the Closings hereunder for a period of [***] from the Initial Closing Date or Subsequent Closing Date with respect to the EBS spectrum that is subject to such Initial Closing or Subsequent Closing, as applicable, regardless of any investigation made by the Parties hereto. All agreements and covenants contained herein shall survive indefinitely until, by their respective terms, they are no longer operative. Section 10.03. Entire Agreement; Amendments and Waivers. This Agreement (including the schedules and exhibits hereto), represents the entire understanding and agreement between the Parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant, or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power, or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. [*** Confidential Treatment Requested] -26-

Section 10.04. Governing Law. The validity, meaning and effect of this Agreement shall be determined in accordance with the laws of the State of New York applicable to contracts made and to be performed in that state, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Section 10.05. Table of Contents and Headings. The table of contents and section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement. Section 10.06. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or by overnight courier, or mailed by certified mail, return receipt requested, to the Parties (and shall also be transmitted by facsimile to the Persons receiving copies thereof) at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision): If to Clearwire, to: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E., Suite 300 Kirkland, WA 98033 ATTENTION: [***] FACSIMILE NO [***] With a copy to: Clearwire Corporation 5808 Lake Washington Blvd. N.E., Suite 300 Kirkland, WA 98033 Attention: [***] Facsimile No. [***] And a copy to: Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA98101- 1688 Attention: [***] Facsimile No.: [***] If to Licensee, to: Hispanic Information and Telecommunications Network, Inc. 63 Flushing Avenue, Unit 281 Brooklyn, NY 11205 Attention: [***] FAX: [***] [*** Confidential Treatment Requested] -27-

With a copy to: Day, Berry & Howard LLP 875 Third Avenue New York, NY 10022 Attention: [***] Fax: [***] And a copy to: RJGLaw LLC 1010 Wayne Avenue, Suite 950 Silver Spring, MD 20910 ATTENTION: [***] Fax: [***] Section 10.07. Publicity. No public release, announcement or other form of publicity concerning this Agreement or the transactions described in this Agreement, shall be issued by either Party without the prior consent of the other Party, except as such release or announcement may be required by law, regulation or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall, to the extent possible, allow the other Party reasonable time to comment on such release or announcement in advance of such issuance. The Parties shall use reasonable efforts to consult in good faith with each other with a view to agreeing upon any press release or public announcement relating to the transactions contemplated hereby prior to the consummation thereof. Section 10.08. Severability. If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect. Section 10.09. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Section 10.10. Remedies. The Parties recognize that, in the event that a Party should refuse to perform any provisions of this Agreement, monetary damages alone will not be adequate. The non-defaulting Party shall therefore be entitled, in addition to any other remedies which may be available, including money damages, to obtain specific performance of the terms of this Agreement. Notwithstanding any other provision herein, no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by a Party shall not constitute a waiver of the right to pursue other available remedies at any time. Section 10.11. Dispute Resolution Procedure. (a) General. The Parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, the Parties agree to use the dispute resolution procedures set forth in this Section 10.11 (the "Dispute Resolution Procedures") as their sole means of [*** Confidential Treatment Requested] -28-

adjudication with respect to any controversy or claim arising out of or relating to this Agreement or its breach. (b) Dispute Notice. At the written request of any party (a "Dispute Notice"), the Parties to the dispute will within seven business days of the Dispute Notice, appoint knowledgeable, responsible representatives to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend that these negotiations be conducted by business representatives, including at least one senior executive of each party to the dispute. The representatives shall meet and confer, in person or by teleconference, not later than such seventh business day after the date of the Dispute Notice. The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the representatives; provided that the duration shall not exceed 45 days from the date of the Dispute Notice (an "Action Date") unless extended by mutual written agreement of the Parties setting forth a new Action Date. The Dispute Notice and any extension shall specify the Action Date. The Dispute Notice shall set forth the nature of the dispute, in reasonable detail. Discussion and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, and shall not be admissible in the arbitration described below. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration. If the Parties are unable to resolve any disputes arising under or relating to this Agreement (each a "Dispute") using the process described in this Section 10.11(b) within the time period provided, including without limitation disputes regarding a breach or default under this Agreement, the Parties shall arbitrate such dispute pursuant to the arbitration provisions set forth in Section 10.1l(c). (c) Arbitration. Any Dispute that has not be resolved within the time period provided for in Section 10.11(b) shall be resolved by a panel of three Arbitrators. The Dispute Notice shall automatically serve as a written notice of a request to submit the Dispute for arbitration if there has not been a resolution of the Dispute by the Action Date, and the Parties agree to submit the Dispute to a panel of three Arbitrators who shall be appointed within 30 days of the Action Date (the "Submission Period"). During the Submission Period, the Parties shall appoint the Arbitrators in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Authority ("AAA"), as modified below. No punitive damages (or any other amount awarded for the purpose of imposing a penalty) will be awarded for a breach of this Agreement. (i) During the Submission Period, the Parties may submit a request for discovery to the Arbitrators, who shall determine whether the scope of the requested discovery is appropriate or useful for the resolution of the Dispute and order the discovery in their discretion; provided that such discovery process shall be concluded not later than 30 days following the submission date (the "Discovery Close Date"). -29-

(ii) The arbitration hearing shall be fixed by the Arbitrators to be not sooner than 20 days nor later than 45 days after the Discovery Close Date (the "Hearing Date"). The hearing shall be located in a neutral site as mutually agreed by the Parties, or if the Parties cannot so agree, then the location of the arbitration shall be Washington, D.C. The Federal Rules of Evidence shall apply to the arbitration hearing. The party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each party shall bear the burden of persuasion with respect to its proposal for resolution of the matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. The Arbitrators will have no power or authority, pursuant to the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Section. (iii) Each party shall be permitted to submit a pre-hearing brief not to exceed 25 pages and such technical supporting material as is necessary or useful, to be submitted to the Arbitrators and the other party not later than 5 days before the Hearing Date, and each party may issue a response thereto not later than 2 days before the Hearing Date. Following the arbitration hearing, each party shall be permitted to submit a post-hearing brief not to exceed 25 pages within 5 days following the Hearing Date and a reply brief within 2 days thereafter (the "Pleading Close Date"). Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section, the Arbitrator shall be replaced pursuant to the rules of the AAA. If an Arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Section and the rules of the AAA. (iv) Within fifteen (15) days after the Pleading Close Date, the Arbitrators will prepare and distribute to the Parties a writing setting forth the Arbitration Panel's reasons for the its determination. The findings and conclusions and the award, if any, shall be deemed to be confidential information of the Parties. Neither party may disclose such information to any third party other than their professional advisors or as required by law or regulations, except in connection with an action to enforce the award. (v) The Arbitrators are instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrators are authorized to issue monetary sanctions against either party if, upon a showing of good cause, such party is unreasonably delaying the proceeding. (vi) Any award rendered by the Arbitrators will be final, conclusive, and binding upon the Parties and any judgment thereon may be entered and enforced in any court of competent jurisdiction. -30-

(vii) The non-prevailing party to an arbitration shall pay its own expenses, the fees of each Arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, reasonable attorneys' fees and costs, and expert and witness fees and costs, incurred by the other party to the arbitration. In the case of a decision which partially favors each party, expenses shall be paid as determined by the Arbitrators. In connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitrators, the prevailing party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled. (viii) Notwithstanding anything to the contrary in this Agreement, neither party shall have any obligation to arbitrate claims for injunctive relief, specific performance, or other equitable relief or for the use or unauthorized disclosure of confidential information, as to which either party shall be entitled to seek and obtain relief exclusively from the state or federal courts sitting in New York, New York, and each party hereby irrevocably submits to the jurisdiction of any such court; provided that, any and all claims for damages shall remain subject to arbitration. Section 10.12. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Section 10.13. Confidentiality. The terms of this Agreement that are not otherwise required to be disclosed to the FCC in support of the Defacto Transfer Application, requests for renewal thereof or notices submitted to the FCC, or as required to be disclosed in filings with the Securities and Exchange Commission or state securities agencies, will be kept strictly confidential by the Parties and their agents, which confidentiality obligation will survive the termination or expiration of this Agreement for a period of [***]. The Parties may make disclosures as required by law, and to employees, shareholders, agents, attorneys and accountants (collectively, "Agents") as required to perform obligations under the Agreement, provided, however, that the Parties will cause all Agents to honor the provisions of this section. In addition, either Party may disclose this Agreement to its Affiliates, strategic partners, actual or potential investors, lenders, acquirers, merger partners, and others whom it deems in good faith to have a need to know such information for purposes of pursuing a transaction or business relationship with it, so long as it secures an enforceable obligation from such third party to limit the use and disclosure of this Agreement as provided herein. The Parties will submit a confidentiality request to the FCC in the event the FCC seeks from the Parties a copy of this Agreement or any other confidential information regarding its terms. Section 10.14. Non-Disclosure of Shared Information. As used herein, the term "Confidential Information" shall mean all non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices [*** Confidential Treatment Requested] -31-

should be understood to be confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving Party; (3) is lawfully received from a third party having rights therein without restriction of third party's or the receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. During the Term, the Parties may supply and/or disclose to each other Confidential Information relating to the business of the other Party. Each item of Confidential Information will be kept confidential by the Parties during the Term and for a period of three (3) years thereafter, but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing Party, the receiving Party will not disclose to any entity or person the Confidential Information, or the fact that the Confidential Information has been made available to it, except for disclosures required by law, disclosures authorized by the Party owning the Confidential Information and disclosures made in the context of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. Each person to whom Confidential Information is disclosed must be advised of its confidential nature and must agree to abide by the terms of this section. The provisions of this Section 10.14 and of the confidentiality provisions of the IUA represent the entire understanding and agreement of the Parties with respect to the subject matter hereof and thereof and supercede all prior oral or written agreements between the Parties with respect to such subject matter, including, without limitation, all non-disclosure agreements. [THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.] -32-

Each Party has caused this Master Royalty and Use Agreement to be duly executed by its duly authorized officer or representative on the date first above written. CLEARWIRE SPECTRUM HOLDINGS II LLC By: /s/ R. Gerard Salemme ------------------------------------ Name: R. Gerard Salemme Title: E. VP HISPANIC INFORMATION AND TELECOMMUNICATIONS NETWORK, INC. By: /s/ Jose Luis Rodriguez ------------------------------------ Name: Jose Luis Rodriguez Title: President and CEO -33-

EXHIBIT I DEFINITIONS AND INTERPRETATIONS (a) Index of Definitions. Meanings to the following terms are located at the following sections with this Agreement: <TABLE> <S> <C> AAA................................................ Section 11.12(c) Access Right Royalties............................. Section 1.02(a) Action Date........................................ Section 11.12 (b) Additional Cost Free Educational Accounts.......... Section 3.04 Affiliate.......................................... Definitions Agents............................................. Section 11.14 Agreement.......................................... Preamble Available.......................................... Section L02(b) Basic Cost-Free Education Account.................. Section 3.03(b) Basic Trading Area................................. Definitions Calculation of Time Period......................... Definitions Cell Site.......................................... Definitions Channels........................................... Recitals Claim.............................................. Section 9.04(a) Class A Common Stock............................... Section 6.03(a) Class B Common Stock............................... Section 6.03(a) Clearwire.......................................... Preamble Clearwire Documents................................ Section 6.02 Clearwire Indemnified Parties...................... Section 9.01(a) Clearwire Material Adverse Effect.................. Definitions Clearwire National Platform........................ Definitions Clearwire Parent................................... Recitals Closing Date(s).................................... Definitions Collateral Document................................ Section 1.03 Commencement Date.................................. Section 1.02(a)(i) Commercial Spectrum Capacity....................... Recitals Communications Act................................. Recitals Confidential Information........................... Section 11.15 Cost-Free Educational Account...................... Section 3.02(b) Cost-Free Educational Accounts..................... Section 3.02 Damages............................................ Section 9.02 De facto Transfer Application...................... Definitions Deductible......................................... Section 9.03 Default Interest Rate.............................. Definitions </TABLE> -34-

<TABLE> <S> <C> Discovery Close Date............................... Section 11.12(c)(i) Dispute............................................ Section 11.12(b) Dispute Notice..................................... Section 11.12(b) Dispute Resolution Procedures...................... Section 11.12(a) Disqualification Event............................. Section 7.04 EBS................................................ Recitals EBS Spectrum Capacity.............................. Section 1.01 (a) Educational End User............................... Section 3.02(c) Educational Reservation............................ Section 3.03(a) Effective Date..................................... Preamble Exhibits/Schedules................................. Definitions Expert............................................. Section 11.12(d) (i) FCC................................................ Recitals FCC IUA Approval................................... Definitions FCC Licenses....................................... Recitals FCC Proceedings.................................... Section 5.04 FCC Qualifications................................. Section 7.04 FCC Rules.......................................... Recitals Formula Quantity................................... Section 3.04(a)(i) Future Spectrum Capacity........................... Recitals Gender and Number.................................. Definitions Geographic Market.................................. Section 1.05(b)(ii) Governing Documents................................ Definitions Government Agency.................................. Definitions GSA................................................ Definitions Hearing Date....................................... Section 11.12(c)(ii) Herein............................................. Definitions Including.......................................... Definitions Initial Closing.................................... Section 4.03(a) Initial Closing Date............................... Section 4.03(a) Initial Proposal................................... Section 11.12 (d)(ii) Initial Spectrum Capacity.......................... Recitals IUA................................................ Section 1.02(a) Law................................................ Definitions LBS/UBS Spectrum................................... Definitions Licensee........................................... Preamble Licensee Documents................................. Section 5.02 Licensee [***] Spectrum............................ Section 1.02(c) Licensee(s) Indemnified Parties.................... Section 9.01 (b) Licensee(s) Material Adverse Effect................ Definitions Licensee(s) Schedule............................... Section 5.04 Lien............................................... Definitions </TABLE> [*** Confidential Treatment Requested] -2-

<TABLE> <S> <C> Limited CPI Adjustment............................. Definitions [***].............................................. Section 3.09(a) Local Channel Ratio................................ Section 3.04(a)(i) Market Area........................................ Section 3.02(c) MHzPops............................................ Recitals Monthly Royalties.................................. Definitions MVNO Educational Account........................... Section 3.05(a) Option............................................. Section 1.02 Option Notice...................................... Section 1.02 Other Definitional and Interpretive Matters........ Definitions Other [***] Transaction............................ Section 1.02(c) Party.............................................. Preamble Payment Default.................................... Definitions Permit............................................. Definitions Person............................................. Definitions Pleading Close Date................................ Section 11.12(c)(Hi) Preferred Content Provider......................... Section 3.08(a) Preferred Stock.................................... Section 6.03(a) Prepaid Royalties.................................. Section 2.02 Prime Rate......................................... Section 10.02 (a) Proceeding......................................... Definitions ROFR............................................... Section 1.02(c) Sector............................................. Section 3.02(c), Section 3.02(c) Securities Act..................................... Definitions Service Affiliate.................................. Section 1.03(a) Spectrum........................................... Section 1.02(b) Submission Period.................................. Section 11.12(c) Subsequent Closing................................. Section 4.03(b) Subsequent Closing Date............................ Section 4.03(b) Third Party Agreement.............................. Section 1.02(b) Total Consideration................................ Recitals Upfront Royalty.................................... Definitions, Definitions Wire Account....................................... Section 4.01 (a) </TABLE> [*** Confidential Treatment Requested] -3-

(b) Definitions. The following terms have the following meanings throughout this Agreement: "Affiliate" means, with respect to any entity, any other entity that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such first entity, but does not include any entity that directly or indirectly, or through one or more intermediaries, controls Clearwire Parent, or any entity that directly or indirectly, or through one or more intermediaries, is under common control with Clearwire Parent but is not a direct or indirect subsidiary of Clearwire Parent. As used in this definition, "control" (including, with correlative meanings, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). "Available" with respect to Commercial Spectrum Capacity means that (A) the Commercial Spectrum Capacity on the Channels in the Market Area in question is not encumbered by any Lien, including, but not limited to, any purchase option, right of first refusal, or other contractual obligation of Licensee (each a "Third Party Agreement") (excluding interference consents, interference agreements or similar agreements pertaining to the technical operation of the Channels granted or entered into prior to the Effective Date of the IUA) and (B) the Licensee is able to make all of the representations and warranties contained in the IUA and to perform the applicable covenants in the IUA. "Basic Trading Area" has the meaning given in the FCC Rules for BRS. "Cell Site" means a tower, building or other outdoor structure equipped with one or more antennas to serve the surrounding area. "Clearwire Material Adverse Effect" means a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Clearwire, taken as a whole, other than changes affecting the broadband wireless business generally. "Clearwire National Platform" means the sum of all Market Areas and all other areas within the United States where Clearwire and its Affiliates provide comparable services. "Closing Date(s)" means the Initial Closing Date or each Subsequent Closing Date. "Commencement Date" means the "Commencement Date" under the applicable IUA entered into pursuant to this Agreement. "Defacto Transfer Application" has the meaning set forth in the IUA.

"Economic Royalty" means the total royalty set forth on Schedule A. "Educational End Users" or "EEU" shall be only non-profit and/or educational entities and/or Social Welfare Agencies that use the services for their own purposes, provided that Licensee shall not provide such services pursuant to an RFP or other substantially similar commercially competitive opportunities (except in [***], where Licensee shall be permitted to do so), and Licensee shall not provide such services to any entity if such entity already has an existing business relationship with Clearwire. For this purpose, "Social Welfare Agencies" (for all locations other than [***]) includes only those governmental and quasi-governmental agencies and departments that provide as their primary service public welfare assistance services (such as low-income housing, food stamps, or domestic violence services) to the public. For all IUAs for service in [***], "Social Welfare Agencies" shall include any local and [***] Territorial governmental sector agency. "Social Welfare Agencies" shall specifically exclude treasury and revenue services departments, law enforcement agencies, legislatures, office of the mayor and the military; provided that, with respect to [***] there shall be permitted to provide services to any local and [***] Territorial governmental sector agency. "FCC IUA Approval" means the grant of de facto transfer of an IUA by the FCC. "Geographic Market" means the larger of (A) the area covered by the GSA of an EBS system that is listed on Schedule A as amended from time to time, without regard to any subsequent swap affecting such EBS system after the Effective Date, or (B) the area described in clause (A) above combined with the area(s) covered by the substantially overlapping GSA(s) of EBS and/or BRS systems which Clearwire or its Affiliates have the right to use in that same market. "Governing Documents" means articles of incorporation, certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or similar governing documents of an entity. "Government Agency" means any Federal, state or local government or any foreign, national, provincial, or local government, or any governmental, regulatory, legislative, executive, or administrative authority, agency or commission, or any court, tribunal, or judicial body. "GSA" shall have the meaning set forth in the IUA. "Law" means the common law and any federal, provincial, state, local, or foreign statute, law, ordinance, code, rule, regulation, or other requirement or rule of law. "LBS/UBS Spectrum" means lower and/or upper band EBS or BRS spectrum, post-transition, and channels numbered 1,2 or 3, pre-transition, as defined by the FCC Rules. [*** Confidential Treatment Requested] -2-

"Licensee Material Adverse Effect" means a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Licensee(s), taken as a whole, other than changes affecting EBS licensees or the broadband wireless business generally. "Lien" means any lien, pledge, mortgage, deed of trust, security interest, lease, option, right of first refusal, easement, or encumbrance. "Limited CPI Adjustment" shall have the meaning set forth in the IUA. "Market Area" means the network coverage footprint of the network of Clearwire Parent and its Affiliates which includes all or part of the GSA(s) of the Channels in the Geographic Market, based on its buildout engineered for services from time to time once it has commenced commercial operation. "Monthly Royalties" shall have the meaning set forth in the IUA. "Payment Default" means the failure to pay an amount due under this Agreement. "Permit" means all permits, licenses, franchises, consents, variances, exemptions, Authorizations and the like issued by Governmental Authorities to or for the benefit of a Party to the Agreement (as the case may be). "Person," whether or not such term is capitalized, means any individual, partnership, firm, corporation, limited liability licensee(s), association, trust, unincorporated organization, or other entity. "Proceeding" means any action, suit, litigation, arbitration proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving any court or other Government Agency or any arbitrator or arbitration panel. "Securities Act" means the Securities Act of 1933, as amended. "Sector" means a directional antenna located at a cell site that serves a portion of a Cell Site area. "Upfront Royalty" shall have the meaning set forth in the IUA. (c) Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of the Agreement, the following rules of interpretation shall apply: (1) Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant -3-

to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. (2) Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. (3) Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. (4) Herein. The words such as "herein," "hereinafter," "hereof" and "hereunder" refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. (5) Including. The word "including" or any variation thereof means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. (d) The Parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. -4-

EXHIBIT II

EDUCATIONAL BROADBAND SERVICE LONG TERM DE FACTO TRANSFER INDIVIDUAL USE AGREEMENT THIS Educational Broadband Service Long Term De facto Transfer Individual Use Agreement (the "AGREEMENT") is entered into as of [____________________], 2006 (the "EFFECTIVE DATE"), by and between Hispanic Information and Telecommunications Network, Inc., a New York not-for-profit corporation (the "LICENSEE"), and Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("CLEARWIRE") (with each of Licensee and Clearwire sometimes referred to individually as a "PARTY" and collectively as "PARTIES"). RECITALS: WHEREAS the Licensee is authorized by the Federal Communications Commission ("FCC") under the rules, regulations and published policies of the FCC (as they may be amended, "FCC RULES") to engineer and operate Educational Broadband Service ("EBS") channels ________________ (including any associated J- or K-Group channels and any channels exchanged for the listed channels, the "CHANNELS") under call sign ___________________________ (the "FCC LICENSE") in the _______________________ area (the "BASIC TRADING AREA"); and WHEREAS the Parties have agreed to enter into this Agreement for Licensee to provide Clearwire with access to the capacity on the Channels, which pursuant to the FCC Rules, can be made available for commercial use, in accordance with the terms and conditions below, and subject to FCC approval. THEN, in consideration of the premises and covenants set forth in this Agreement, and for good and valuable consideration, the sufficiency of which is acknowledged by the Parties' signatures, the Parties agree as follows: 1. TERM (A) TERM. Subject to Section 1(b), the term of this Agreement begins on the Effective Date and ends on [__,_______], 2036 (the "TERM"), unless this Agreement is terminated earlier in accordance with Section 11. Prior to the Commencement Date (as defined below), the provisions of this Agreement which are expressly ineffective before the Commencement Date as well as Sections 3, 4, 7 and 8 shall be ineffective until the Commencement Date, at which time all provisions of this Agreement shall be fully effective. The other provisions in this Agreement shall be effective from the Effective Date and until the termination or expiration of this Agreement. The "COMMENCEMENT DATE" is the day that the FCC's grant of the De facto Transfer Application appears on Public Notice. (B) RENEWAL OF FCC LICENSE AND EXTENSION OF AGREEMENT. In the event that the FCC License expires during the Term, this Agreement will also expire at such time unless the FCC License is renewed and FCC authorization for this Agreement is extended. Licensee and Clearwire will cooperate to timely file a renewal application for the FCC License,

in conjunction with a request for renewal of the De facto Transfer Authorization for the next FCC License term. Subject to Section 11, this Agreement will continue to apply unless the FCC denies by Final Order any application for renewal of the FCC License or the De facto Transfer Authorization, or the FCC requires the expiration of this Agreement at an earlier time. "Final Order" means an order issued by the FCC that can no longer be appealed. 2. ROYALTY COMPENSATION (A) UPFRONT ROYALTY. On the Commencement Date, the Upfront Royalty of [___________________] shall be deemed to be paid in full and the remaining amount of the Additional Cash Payment previously made by Clearwire pursuant to that Master Royalty and Use Agreement dated September 20, 2006 entered into between Licensee and Clearwire ("MRUA") shall be reduced by the amount of the Upfront Royalty specified above. (B) MONTHLY ROYALTIES. No monthly royalties are due under this Agreement at any time. (C) PAYMENT RECEIPT ADDRESS. Absent notice of different instructions from Licensee, all cash payments to be paid to Licensee shall be paid by check mailed to the following address, which address maybe changed by Licensee by notice to Clearwire: Hispanic Information and Telecommunications Network, Inc. 63 Flushing Avenue Unit 281 Brooklyn, New York 11205 Attention: Jose Luis Rodriguez (D) W-9. Within ten (10) days following the execution of this Agreement, Licensee shall deliver a completed IRS Form W-9 to Clearwire. 3. EXCLUSIVE NEGOTIATION PERIOD From a time period beginning [***] prior to the end of the Term and ending [***] prior to the end of the Term, Licensee will negotiate in good faith exclusively with Clearwire about a possible renewal of this Agreement. During such period, Licensee and its agents and advisors will not discuss or solicit other opportunities to enable third parties to make use of the Spectrum subject to such exclusive negotiating period. 4. FREQUENCY BAND TRANSITION The Channels covered by this Agreement either have been or will be subject to relocation to different frequencies and/or to different technical characteristics in accordance with a transition plan adopted in accordance with the FCC Rules promulgated in WT Docket No. 03-66 (the "TRANSITION"). In the event that the Transition is not complete on the Commencement Date, the remaining provisions of this Section 4 shall be effective and, otherwise, shall be ineffective. Clearwire and Licensee will cooperate in the Transition in accordance with FCC Rules, to [*** Confidential Treatment Requested] 2

facilitate Clearwire's and Licensee's use of the Channels, consistent with this Agreement. To the extent that, after the Commencement Date, the FCC allows Licensee to participate in selecting the entity initiating and/or overseeing the Transition of the Channels (the "PROPONENT"), then Licensee will designate and otherwise reasonably promote Clearwire or its designee as Proponent or co-Proponent and otherwise support Clearwire's interests in the means and outcome of the Transition to the extent permitted by FCC Rules and consistent with Licensee's Transition rights thereunder and interests hereunder and after expiration or termination of this Agreement; provided, however, if Licensee is obligated by any other agreement relating to other channels in the market to promote some other party as Proponent or co-Proponent, Licensee's equally qualified support for both Clearwire and such other party shall fully satisfy Licensee's obligations in this sentence. Licensee will consult with Clearwire before adopting, consenting to, or otherwise agreeing to any change of frequencies or characteristics of the Channels after the Commencement Date other than those changes specified by FCC Rules. After the Commencement Date, Licensee will use its commercially reasonable efforts to make Clearwire aware of and to seek the permission of meeting participants to allow Clearwire to participate in its scheduled meetings with the Proponent to the extent they concern Transition of the Channels to channel plans required or allowed as an outcome of the FCC's transition proceedings, provided that Licensee is aware sufficiently in advance of the meeting that it will involve that subject matter. In any event, Licensee will provide Clearwire with a summary report of any meetings or discussions with such third persons occurring after the Commencement Date in which Clearwire was not invited to participate. In the event that neither Clearwire nor any third party initiates and/or completes the Transition of the Channels within the time frames specified by the FCC, Licensee may, at its sole option, avail itself of any "self-transition" rights made available pursuant to FCC Rules. Licensee's reasonable costs of such self-transition will be paid and/or reimbursed by Clearwire in their entirety. 5. CAPACITY REQUIREMENTS AND USES; CERTAIN LICENSEE ACCESS RIGHT ROYALTIES (A) CLEARWIRE CAPACITY. On and after the Commencement Date, subject to FCC Rules and the restrictions imposed thereby, Clearwire will have the right to use all of the capacity of the Channels other than Licensee's Reserved Capacity, the Access Right Royalties and Licensee's other rights and benefits granted by this Agreement ("CLEARWIRE CAPACITY") and, subject to FCC Rules and the power of the FCC to control the radio frequency spectrum, Licensee shall not use Clearwire Capacity or enter into any agreement to allow any third party to use Clearwire Capacity other than as may be contemplated by this Agreement. (B) LICENSEE'S RESERVED CAPACITY. As used in this Agreement, "LICENSEE'S RESERVED CAPACITY" means: (i) Prior to the Commencement Date, all of the Capacity of the Channels. (ii) From the Commencement Date until sixty (60) days after Licensee receives a notice from Clearwire that Clearwire intends to utilize the capacity of the Channels, the lesser of one Channel and that number of Channels Licensee used during the last regular school session immediately preceding the Effective Date (the "LEGACY 3

RESERVATION"), which Licensee may use to provide services that further the educational mission of accredited schools ("LICENSEE'S CAPACITY"). Licensee's operations pursuant to Section 5(b)(i) and (ii) are solely in furtherance of Licensee's educational charter and are not intended for the benefit of Clearwire or conducted in exchange for any royalties or other consideration. (iii) After the later of the Commencement Date and the date that any one or more of the Channels is engineered to operate in any digital modulation (the "LEGACY STOP DATE"), in respect of Licensee's educational reservation covering the [***] educational spectrum capacity currently required by the FCC Rules pertaining to the FCC Licenses (the "EDUCATIONAL RESERVATION"), Licensee shall be permitted to utilize the Educational Reservation in such locations served by the Clearwire National Platform on a full time basis as Licensee desires for its operations. Clearwire and Licensee shall at all times comply with applicable FCC Rules. Clearwire may not use the Educational Reservation. In the event that the Parties cannot agree on the application of any new rule or interpretation regarding the Educational Reservation in their circumstances, the Parties shall jointly approach the FCC for clarification in a timely fashion and, to the extent the matter remains unresolved thereafter, shall settle the matter by applying the Dispute Resolution Procedures. (C) [***] (D) SECTION 27.1214(E) AMENDMENTS. To the extent required under Section 27.1214(e) of FCC Rules, on the date that is [***] after the Effective Date and every [***] thereafter during the Term, Licensee shall have a period of sixty (60) days to request a review of its minimum educational use requirements, in which event and at which time the Parties shall negotiate in good faith an amendment to this Agreement that accommodates any bona fide changes in educational needs, technology and other relevant factors. Any such amendment shall provide, among other terms and conditions agreed to by the Parties: (i) with respect to Licensee and any Educational End Users (defined below) for whom Clearwire has provided an Educational Account, Clearwire shall make available any equipment, services or software upgrades that Clearwire makes generally available to Clearwire's retail customers subscribing to the same tier of service in the Market Area over Broadband Radio Service or EBS facilities; (ii) to the extent such amendment materially increases Clearwire's monthly costs either to operate its leased capacity or to meet Licensee's changed educational use requirements, whether or not such costs will be offset by a reduction in the Monthly Royalties for the [*** Confidential Treatment Requested] 4

remainder of the Term, a refund in an amount to be agreed upon by both Parties, or both; (iii) Clearwire may accommodate changes in Licensee's Reserved Capacity through any reasonable means available so as to avoid disruption to the advanced wireless services provided by Clearwire; and (iv) Clearwire shall not be required to accommodate changes in Licensee's Reserved Capacity in a manner that has a negative economic impact on Clearwire or Clearwire's commercial operations under the Agreement. The adjustments set forth in this subsection shall be in addition to, and not in lieu of, adjustments set forth in other portions of this Agreement. Neither Party shall have any obligation to enter into any amendment pursuant to this Section. (E) CHANNEL SWAPPING; COSTS. With the consent of Licensee, which consent will not be unreasonably withheld, conditioned, or delayed, Clearwire may require Licensee to enter into agreements to swap some or all of its Channels for other channels in the Market (the "Swapped Channels"), and in connection therewith file any necessary FCC applications to accomplish the swap, so long as there is no material difference in the geographic service area (or equivalent service area) ("GSA") and FCC authorized uses of the Swapped Channels as compared to Licensee's previous Channels, taking into account any overlap(s) of GSAs of such Channels and Swapped Channels with co-channel GSAs in other markets. Clearwire agrees to bear all costs and expenses associated with the implementation of channel swapping, channel loading (as discussed in this Agreement), and channel shifting (as discussed in this Agreement), including the reasonable out-of-pocket costs of Licensee's engineering consultants and attorneys. 6. EQUIPMENT; CONTINUATION OF ACCESS RIGHT ROYALTIES; CONTROL OF OPERATIONS (A) OPERATION AND MAINTENANCE OF EQUIPMENT. Subject to the last sentence of this Section 6(a), prior to the Legacy Stop Date (as defined in Section 5(b)(iii)), Licensee may operate the legacy video transmission equipment currently in place, if any (including replacements thereto), for the Channels (the "EBS EQUIPMENT") at each transmission site (including substituted and additional sites), it being understood that Licensee's operations under this Section 6(a) are solely for Licensee's educational purposes. If Licensee chooses not to operate the transmission equipment currently in place or replacements thereto, then Licensee and Clearwire will cooperate in filing all necessary applications and notices with the FCC to "go dark" and not transmit on the Channels for an allowed period of time or notify the FCC that Licensee has ceased operation. If Clearwire or any of its Affiliates has EBS and/or BRS spectrum operations in the Market Area of the Channels, then Clearwire will operate legacy video for Licensee at Clearwire's expense until the earlier of the Legacy Stop Date and the end of the Transition. (B) MAINTENANCE OF LEGACY EQUIPMENT. Subject to the last sentence of Section 6(a), while operating a video system for Licensee's educational purposes under Section 6(a), it is Licensee's responsibility to operate and maintain its video equipment. (C) EQUIPMENT PURCHASE OR LEASE OPTION; TAIL SERVICES AND EQUIPMENT. (i) Subject to subsection (ii) below, in the event this Agreement expires or is terminated for any reason other than a default by Licensee, Licensee shall have the option, upon giving notice to Clearwire within thirty (30) days of such expiration or 5

termination (the "PURCHASE OPTION PERIOD"), to purchase the whole or any part, as determined by Licensee, of transmission and reception equipment (not including any tower rights) then in operation that is used to transmit Licensee's Reserved Capacity on the Channels, whether such equipment is dedicated entirely to Licensee's Reserved Capacity or shared (the "LICENSEE'S SPECIFIED EQUIPMENT"), or equivalent equipment. The price for such equipment shall be equal to the lesser of the [***] Within thirty (30) day of each request by Licensee delivered to Clearwire, Clearwire shall inform Licensee in writing (a "PRICE NOTICE") of the price for such selected equipment [***] (ii) If Licensee notifies Clearwire of its desire to acquire Licensee's Specified Equipment and Additional Equipment-Related Features, in lieu of selling the Licensee's Specified Equipment and Additional Equipment-Related Features to Licensee as specified in subsection (i) above, Clearwire shall have the option instead to lease such to Licensee for an initial term of one year, renewable annually at the option of Licensee for as many as nine (9) one-year renewal terms. During the period of such lease, Clearwire shall [*** Confidential Treatment Requested] 6

have the right to share the use of Licensee's Specified Equipment and Additional Equipment-Related Features, so long as such sharing does not diminish the utility to Licensee. The monthly amount payable by Licensee to Clearwire to lease these items shall be the lesser of: (x) 0.8% of fair market value of the Licensee's Specified Equipment and Additional Equipment-Related Features at the commencement of the initial lease term, and (y) Clearwire's marginal cost of leasing Licensee's Specified Equipment and Additional Equipment-Related Features to Licensee. (iii) For the purposes of this Section 6(c), determinations of fair market value shall be made by an independent engineering firm selected by Licensee and subject to approval by Clearwire, and the cost of reaching such determination shall be shared equally by the Parties. (iv) For a period of [***] after the expiration or termination of this Agreement, unless termination resulted from Licensee's breach of this Agreement, Licensee shall have the right to continue to receive the same in-kind facilities, services and benefits Licensee received during the Term, including each of the Access Right Royalties under Section 7, on the most favorable terms and conditions, including price, as Clearwire or any of its Affiliates offers such Access Right Royalties, or services and equipment substantially similar thereto. When Clearwire provides Licensee with the price and other terms for the Access Right Royalties under this paragraph, Clearwire will also provide an officer's certificate certifying that such pricing and other terms meet the requirements of this Section 6(c) and are the [***] The provisions of this Section 6(c) shall survive the expiration or termination of this Agreement for any cause, unless termination is caused by Licensee's breach of this Agreement: (D) OPERATION OF FACILITIES ON THE CHANNELS TO MEET SUBSTANTIAL SERVICE REQUIREMENTS. In addition to the foregoing. Clearwire, at its expense, prior to the FCC-mandated deadline, but in no event later than [***] will construct, operate and maintain facilities for the Channels that provide operating transmission and coverage capability sufficient to satisfy minimum build-out, operational, service or performance requirements applicable to the Channels or which must be satisfied to avoid a reduction in Channels or their capacity, including substantial service standards, all as required or prescribed under then- applicable FCC Rules. In the event Clearwire does not satisfy this requirement by such date, Licensee shall have the right to either terminate this Agreement pursuant to Section 11, or construct such facilities as qualify for a "safe harbor," and Clearwire shall reimburse Licensee's costs of such construction. (E) CONTROL OVER OPERATIONS. On and after the Commencement Date, Clearwire shall exercise such day-to-day operational control over operations on the Channels as permitted by FCC Rules pertaining to de facto transfer agreements under its secondary markets rules; provided, however, that Licensee shall retain such powers of oversight and control as are needed to ensure compliance with standards of conduct for which Licensee remains accountable to the FCC or as otherwise reserved by this Agreement. In the event (A) Licensee becomes aware of an on-going violation or repeated violations by Clearwire of the Communications Act or the FCC Rules governing its use or Licensee's use of the Channels (collectively, the "Governing Rules"), or any other violation of the Governing Rules that might adversely affect [*** Confidential Treatment Requested] 7

Licensee's rights in the License, might impose unreimbursed liability on Licensee as licensee of the Channels or might cause the FCC to revoke, cancel, rescind or materially adversely modify the De facto Transfer Authorization and (B) after Licensee gives notice to Clearwire of such violation(s), Clearwire does not immediately, in the case of an on-going violation, begin to cure such violation and fully effect such cure within thirty (30) days or such period that the FCC may specifically impose, and in the case of repeated violations, take steps to prevent such violations in the future and fully effect such steps within thirty (30) days or such period that the FCC may specifically impose, such that the violation does not re-occur, Licensee shall be entitled to take action to force Clearwire to immediately cease such violations), immediately comply with the Governing Rules and take such preventative steps, all at Clearwire's expense, and including the right to immediately seek injunctive relief, and in each case without first giving Clearwire any further notice or awaiting any further cure period. 7. ACCESS RIGHT ROYALTIES Clearwire shall provide the access right royalties described in this Section 7 (the "ACCESS RIGHT ROYALTIES") from and after the later of the Commencement Date and the first commercial launch by Clearwire of its wireless services on the Channels or other EBS or BRS channels in the Geographic Market of the Channels. The Access Right Royalties will be provided in a manner consistent with the way the Access Right Royalties are provided by Clearwire to third parties under agreements that provide for Access Right Royalties similar to the Access Right Royalties provided in this Agreement. (A) COST-FREE EDUCATIONAL ACCOUNTS. Included in the Access Right Royalties provided to Licensee, Licensee shall be entitled to Cost-Free Educational Accounts in respect of the Educational Reservation and the Additional Cost-Free Educational Accounts as provided in this Section 7. (i) Educational Reservation Basic Cost-Free Educational Accounts. A. In respect of Licensee's educational reservation covering the five percent (5%) educational spectrum capacity currently required by the FCC Rules pertaining to the FCC Licenses (the "EDUCATIONAL RESERVATION"), Licensee shall be permitted to utilize the Educational Reservation in such locations served by the Clearwire National Platform on a full time basis as Licensee desires for its operations. Clearwire and Licensee shall at all times comply with applicable FCC Rules. Clearwire may not use the Educational Reservation. In the event that the Parties cannot agree on the application of any new rule or interpretation regarding the Educational Reservation in their circumstances, the Parties shall jointly approach the FCC for clarification in a timely fashion and, to the extent the matter remains unresolved thereafter, shall settle the matter by applying the Dispute Resolution Procedures. B. Initially, Clearwire shall provide Licensee [***] Cost-Free Educational Account per Cell Site in the Market Area (each a "BASIC COST-FREE EDUCATION ACCOUNT"). The number of Cost-Free Educational Accounts provided pursuant to this Agreement shall be adjusted upward every five years proportionate to [*** Confidential Treatment Requested] 8

the growth of the overall data capacity of Clearwire's network in the Market Area of the Channels. The growth (if any) in the overall data capacity shall be determined in such fashion as shall be agreed by the Parties in consultation with Clearwire engineers and other technical experts prior. (B) ADDITIONAL COST-FREE EDUCATIONAL ACCOUNTS. In addition to, and not in lieu of, the Cost-Free Educational Accounts provided to Licensee by Clearwire pursuant to the Educational Reservation as set forth in Section 7(a), Clearwire shall provide Licensee with additional Cost-Free Educational Accounts in the number computed in accordance with this Section 7(b) (the "Additional Cost-Free Educational Accounts"). (i) Number and Periodic Adjustment. Licensee will have access to additional spectrum capacity on Clearwire's National Platform in the form of Cost-Free Educational Accounts equal to the greater of (X) [***] Cost-Free Educational Accounts per Sector in the Market Area of the Channels and (Y) the quantity of Cost-Free Educational Accounts determined by applying the Formula Quantity. The number of Additional Cost Free Educational Accounts that Clearwire is obligated to provide to Licensee shall be recalculated and revised annually as of January 31 of each calendar year. A. Educational End Users. Cost-Free Educational Accounts shall be exclusively for Educational End Users and not for resale, assignment or transfer by Licensee outside of its Educational End User environment or to persons who cease to be officially associated with such Educational End User. (By way of example, a university may resell the service to its students, faculty, administrators and staff, while such persons are involved with the university, but shall cease to provide the service if a member of the faculty terminates employment or a student graduates and ceases to be involved in university matters.) B. Time of Delivery. The Additional Cost-Free Educational Accounts shall be provided by Clearwire to Licensee pursuant to this Section 7(b) upon the commercial launch of Clearwire's broadband wireless service in the Market Area of the Channels, or the applicable Commencement Date thereof if later. (C) LICENSEE MVNO. (i) In addition to the right to Cost-Free Educational Accounts, Licensee shall have the right to resell the Clearwire service in the form of MVNO Educational Accounts to Educational End Users in the Market Area. An "MVNO EDUCATIONAL ACCOUNT" shall have the identical characteristics as a Cost-Free Educational Account, except that there shall be a charge to Licensee as determined pursuant to this Section 7(c). Clearwire shall sell to Licensee such services, at a cost equal to the lowest wholesale rate provided by Clearwire to an arms-length third party in the Market Area of the Channels or other comparable market pursuant to any applicable agreement. However, the number of MVNO Educational Accounts is limited in such Market Area to twice the number of Cost-Free Educational Accounts for such Market Area. [*** Confidential Treatment Requested] 9

(ii) Mechanics. The resale of Clearwire's services pursuant to this Section 7(c) shall be accomplished pursuant to a standard Clearwire wholesale agreement form revised to be consistent with the terms of this Agreement, which will be provided to Licensee upon its request to resell an MVNO Educational Account to an Educational End. User. Such arrangement shall be executed not later than thirty (30) days after the availability of such services. (D) ACCESS TO EDUCATIONAL END USER DEVICES. Clearwire shall also make any end-user equipment used in the Clearwire National Platform available for purchase by Licensee at [***] above Clearwire's cost to acquire such end-user equipment. Equipment provided to Licensee pursuant to this section shall be used solely by Educational End Users and not for resale. (E) SHARING OF FEATURES AND SERVICE SETS. Licensee shall have access to, and full use of, system capabilities, services and feature sets that are generally provided to Clearwire's retail customers or wholesalers to mass-market customers. Licensee shall have access to reasonably necessary support made available to Clearwire's commercial customers generally, and that is reasonably necessary for Licensee to offer services to its Educational End Users as contemplated by their agreement. Licensee shall have access to new capabilities, features and service sets within six months of the time that Clearwire makes them available to customers generally, but not earlier than the Commencement Date. (F) ORDERING COST-FREE EDUCATIONAL ACCOUNTS AND ADDITIONAL COST-FREE EDUCATIONAL ACCOUNTS; DELIVERY AND INSTALLATION. Licensee may activate Cost-Free Educational Accounts and Additional Cost-Free Educational Accounts at no cost to Licensee, via submission of a standard Order Form or online ordering to Clearwire, to the extent consistent with the terms of this Agreement. Clearwire will fill each such order within the standard delivery interval by which it activates new service requests for subscribers generally, and shall ship associated user units to Licensee's requested destination or complete installation of user equipment which normally is installed by Clearwire, its Affiliate or a contractor of either of them within the standard installation interval by which it makes new installations of user units. Licensee shall comply with all laws and obtain any necessary governmental permits or approvals, and third party approvals, which are necessary in order for Clearwire to undertake an installation. (G) TERMS OF USE. To the extent not inconsistent with the terms of this Agreement, Licensee's ordering and use of Cost-Free Educational Accounts, the Additional Cost-Free Educational Accounts and MVNO Accounts, and the use of such services by Licensee's users and permitted users, shall be governed by the acceptable use policy and terms of service, and such other policies of general applicability which apply to such services, which are subject to amendment and may be found at http://www.clearwire.com or such other URL as may be designated; provided, however, that financial terms contained in the terms of service shall not apply to such services. In addition to the foregoing policies, but only to the extent not inconsistent with the terms of this Agreement, Clearwire may specify from time to time, in its sole discretion, reasonable and non-discriminatory procedures for the activation, addition, deletion or substitution of services to Licensee, its users and permitted users that do not impose obligations on or detract from the services received by Licensee or its permitted users. [*** Confidential Treatment Requested] 10

(H) EQUIPMENT AND SOFTWARE. For Licensee and any permitted users for whom Clearwire provides services pursuant to this Section 7, Clearwire shall make available any equipment, services or software, including upgrades, that Clearwire makes generally available to Clearwire's or its Affiliate's retail customers subscribing to the same tier of service in the market(s) where it is used over BRS or EBS facilities. In the event that any equipment upgrade involves replacement of equipment, the replaced equipment shall be returned to Clearwire or its designee and title to the replacement equipment shall transfer to Licensee or its designee. (I) TITLE. All equipment provided by Clearwire to Licensee shall be the property of Licensee or its designee(s), free and clear of all liens and encumbrances, when paid in full (if any payment is required). Licensee shall own, and be solely responsible for the maintenance and operation of, all facilities installed at Licensee's locations and receive sites, including the sites of its permitted users, subject to manufacturers' warranties. (J) PREFERRED CONTENT PROVIDER. (i) Scope. In the event that Clearwire provides third party content to customers over its network in the Market Area of the Channels, Licensee may elect to become a "PREFERRED CONTENT PROVIDER" over such network in such Market Area for such duration as Licensee may select. As a Preferred Content Provider, Licensee shall have the same degree of access to, and use of, any system capability, service or feature set that is provided to premium third party content providers. (ii) Service Sets and Features. To the extent that Clearwire's or its Affiliates' most favored program suppliers pay for features and/or service sets, Licensee shall pay an equal amount for equal features and/or service sets to the extent that Licensee elects to utilize them. Licensee agrees that the programming that Licensee supplies to customers through Clearwire's network will be educational in nature. Licensee agrees not to resell Clearwire's network access, features and/or service sets to third parties, except in accordance with Sections 7(b)(i)a. and 7(c). (iii) Capacity Constraints. Clearwire reserves the right to restrict the use of the capabilities and services made available to Licensee as a Preferred Content Provider under this Section 7(j) if such use is no longer commercially and technically feasible due to limitations in network capabilities. Clearwire shall comply with the provisions of this Agreement to ensure timely access to information about capacity usage and permit Licensee a reasonable opportunity to secure alternative access. (K) DEFINITIONS. (i) "ADDITIONAL COST-FREE EDUCATIONAL ACCOUNT" is defined in Section 7(b). (ii) "CELL SITE" means a tower, building or other outdoor structure equipped with one or more antennas to serve the surrounding area. 11

(iii) "CLEARWIRE NATIONAL PLATFORM" means all Market Areas and all other areas within the United States where Clearwire and its Affiliates provide comparable services. (iv) "COST-FREE EDUCATIONAL ACCOUNT" means a wireless broadband connection that Clearwire or its affiliate provides to Licensee without charge or expense to Licensee. Cost-Free Educational Accounts shall have the same capacity and characteristics as the highest level of premium mass market retail service provided on Clearwire or its affiliate's network in the market where it is used. Multiple individuals that are associated with an Educational End-User may share the same Cost-Free Educational Account through Wi-Fi hotspots, local area networks, and other means. To the extent not inconsistent with the terms of this Agreement, the Cost-Free Educational Accounts shall be subject to the terms of Clearwire's then generally applicable Acceptable Use Policy. The Cost-Free Educational Accounts shall be fully portable anywhere within the Clearwire National Platform to the extent that Clearwire offers such portability to any customer. (v) "EDUCATIONAL END USERS" OR "EEU" shall be only non-profit and/or educational entities and/or Social Welfare Agencies that use the services for their own purposes, provided that Licensees shall not provide such services pursuant to an RFP or other substantially similar commercially competitive opportunities (unless the Basic Trading Area of this IUA is in [***], in which case Licensee shall be permitted to provide such services pursuant to an RFP or other substantially similar commercially competitive opportunities), and Licensees shall not provide such services to any entity if such entity already has an existing business relationship with Clearwire. For this purpose, "SOCIAL WELFARE AGENCIES" (for all locations other than [***]) includes only those governmental and quasi-governmental agencies and departments that provide as their primary service public welfare assistance services (such as low-income housing, food stamps, or domestic violence services) to the public. If the Basic Trading Area of this IUA is in [***], "Social Welfare Agencies" shall include any local and [***] Territorial governmental sector agency. "Social Welfare Agencies" shall specifically exclude treasury and revenue services departments, law enforcement agencies, legislatures, office of the mayor and the military. (vi) "FORMULA QUANTITY" as of any date, is the product, rounded up or down to the nearest whole number, obtained by multiplying: (a) the Local Channel Ratio by (b) [***] and by (c) the number of subscribers served by Clearwire or any of its affiliates in the Market Area of the Channels as of the end of the previous calendar year. In the event that this product is a fraction, it shall be rounded up or down to the nearest whole number. (vii) "GEOGRAPHIC MARKET" means the larger of (A) the area covered by the GSA(s) of the Channels, as amended from time to time, without regard to any subsequent swap affecting the Channels after the Effective Date, and (B) such GSA(s) combined with the area(s) covered by the substantially overlapping GSA(s) of EBS and/or BRS systems which Clearwire or any of its Affiliates have the right to use in that same market. [*** Confidential Treatment Requested] 12

(viii) "LOCAL CHANNEL RATIO" is the fraction obtained by dividing the number of Channels as of the date of the calculation by the total number of EBS and BRS channels in the Market Area of the Channels with substantially overlapping GSAs then used to provide service in such Market Area licensed to or under a use agreement with Clearwire or any of its Affiliates (including those of Licensee) as of that date, in each case determined without multiplying a channel by the number of times it is deployed. (ix) "MARKET AREA" means the network coverage footprint of the network of Clearwire and its Affiliates which includes all or part of the GSA(s) of the Channels in the Geographic Market, based on its build-out engineered for services from time to time once it has commenced commercial operation. (x) "MARKET AREA OF THE CHANNELS" is the Market Area of the Channels as of the Effective Date. (xi) "MVNO ACCOUNTS" means a broadband connection and related services that Clearwire or its affiliate provides, including such user equipment as Clearwire or its affiliate may provide for such connection services. (xii) "ORDER FORM" is a form which elicits such information as is reasonably required by Clearwire to provide the service, and which does not contain any provision that modifies the service or any provision that is inconsistent with this Agreement. It is agreed that Clearwire Order Forms will be in the form of its standard order forms. (xiii) "SECTOR" means a directional antenna located at a cell site that serves a portion of a Cell Site area. 8. FCC FILINGS; INTERFERENCE CONSENTS Upon Clearwire's reasonable request, and within five (5) days of Licensee's receipt, Licensee shall promptly review, execute and file (if necessary), and, together with Clearwire, prosecute, all notifications, applications, petitions, waivers, amendments, and other related documents, including, without limitation FCC Long Term Lease Applications, necessary to secure FCC approval for Licensee's and Clearwire's intended uses of the Channels, provided such filings are consistent with this Agreement and Licensee's legal obligations. Licensee shall promptly file any requests for extension of construction periods or performance benchmarks reasonably requested by Clearwire. Licensee shall promptly, within fifteen (15) business days of its receipt, review and, if consistent with this Agreement and Licensee's legal obligations, execute and provide Clearwire any "no objection" letters, interference consent agreements or retransmission consents that Clearwire may reasonably request, provided that the action requiring consent does not cause material degradation of Licensee's signal transmission capabilities. As an illustration, without limiting the foregoing, interference consent agreements and "no objection letters" that (i) involve reciprocal limitations on the operations of Licensee's licensed facilities and other affected facilities, and (ii) waive FCC interference protection criteria subject to protection from actual harmful interference, taking into account topography, foliage, ground clutter and other real world factors limiting signal propagation, shall not be deemed to 13

cause material degradation of Licensee's signal transmission capabilities. During the Term, Licensee shall not make any filings with any governmental authority, including the FCC, without prior consultation or coordination with Clearwire, and Licensee shall not provide any "no objection" letters, interference consents and/or retransmission consents to any third party without Clearwire's prior written consent, such consent not to be unreasonably withheld. 9. OTHER APPLICATIONS, APPLICATION COSTS; FEES; DE FACTO TRANSFER AUTHORIZATION APPLICATION (A) APPLICATION PREPARATION. Clearwire will prepare and submit in its name all applications, amendments, petitions, requests for waivers, and other documents necessary for the proper operation of Clearwire Capacity consistent with this Agreement and Licensee's responsibilities as a FCC licensee. Licensee will prepare and submit all applications, amendments, petitions, requests for waivers, and other documents necessary for the modification, maintenance and renewal of the FCC License that, under FCC Rules, may only be filed by Licensee, including any such filings reasonably requested by Clearwire that are consistent with this Agreement and Licensee's responsibilities as a FCC licensee. The Parties will cooperate in the preparation and submission of all applications, amendments, petitions, requests for waivers, and other documents necessary to secure any FCC approval, consent or other action required to effectuate this Agreement, including the substantial service showing required by [***]. In no event shall Licensee be required to make any filing or to take any position before the FCC or other Government Agency that is inconsistent with Licensee's interests or which Licensee believes in good faith may be construed by the FCC or other Government Agency as inconsistent with its responsibilities as a FCC licensee, not submitted in good faith or submitted for a purpose of delay in a proceeding. (B) APPLICATION COSTS. Clearwire will, at its own expense, prepare all applications, notices, certificates, exhibits, consent agreements, approvals or authorizations that Clearwire submits to the FCC or seeks to have Licensee submit to the FCC pursuant to the Agreement. Clearwire will also promptly pay or reimburse Licensee for its reasonable out-of-pocket expenses in connection with the activities requested or required of Licensee by Clearwire under this Agreement, including Licensee's expenses associated with the renewal of any FCC License and with any other filings with, or information requested by, the FCC, or required of Licensee to remain eligible under FCC Rules to provide Clearwire Capacity to Clearwire. (C) FEES AND TAXES. Clearwire will pay any Federal spectrum, federal regulatory, universal service, number portability fees, payphone fees, E911 fees and other fees, charges, assessments, impositions and taxes associated with the FCC License or imposed on Licensee as a result of the licensing, regulation or use of the capacity of the Channels by Licensee or Clearwire including, without limitation, any such fees, charges, assessments, impositions and taxes that may be imposed on or with respect to EBS spectrum or spectrum licenses in the future. Clearwire shall pay all such fees, charges, assessments, impositions and taxes upon receipt of notice from the FCC or taxing authority that such fees are due, or upon receipt of at least thirty (30) days advance written notice from Licensee that such fees or charges are due in the event that notice is not sent to Clearwire by the FCC or such taxing authority. Without limiting the generality of the foregoing, Clearwire shall be liable for and shall pay (and shall indemnify and hold harmless the Licensee Indemnified Parties against) all sales, use, stamp, 14

documentary, filing, recording, transfer, real estate transfer, registration, duty or similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any taxing authority in connection with this Agreement. (D) FCC LONG TERM DE FACTO TRANSFER LEASE AND EXTENSION APPLICATIONS. Within ten (10) business days following the execution of this Agreement and prior to consummating the transfer of de facto control of the Channels, the Parties shall cooperate as required to prepare and file with the FCC all forms and related exhibits, certifications and other documents necessary to obtain the FCC's authorization (the "DE FACTO TRANSFER AUTHORIZATION") of the long term de facto transfer caused by this Agreement as set forth in FCC Rule 1.9030(e) as amended from time to time (the "FCC LONG TERM LEASE APPLICATION"). Each Party shall fully cooperate with the other, and do all things reasonably necessary to timely submit, prosecute and defend the FCC Long Term Lease Application, and will promptly file or provide the other Party with all other information which is required to be provided to the FCC in furtherance of efforts to obtain or retain such grant. The Parties shall disclose in the FCC Long Term Lease Application the automatic extension of Clearwire's use rights upon the renewal of the FCC License. The Parties shall include in any FCC License renewal application, or separately request, as necessary, a request to permit Clearwire's use rights for the renewal term of the FCC License, if the Term will continue during any part of such FCC License renewal term. The Parties shall prosecute each such original or renewal application diligently and in good faith, including defending it and the grant thereof against all petitions to deny, informal objections, petitions for reconsideration, applications for review, appeals, writs, requests for stay filed against any such application or its grant, and shall file and prosecute petitions for reconsideration, applications for review, petitions for appeal, notices of appeal, writs of certiorari and associated pleadings challenging any denial of any such application or request. Any fees associated with the filing of the FCC Long Term Lease Application and applications or requests for renewal of the De facto Transfer Authorization, and all costs incurred in preparing, prosecuting or defending any and all petitions for reconsideration, applications for review, appeals, writs, requests for stay and remands of the grant or denial of any such original or renewal application and related pleadings, and for activity (such as oral argument and FCC staff visits) in support thereof, shall be paid by Clearwire. To the extent Licensee is required to file this Agreement with the FCC, the Licensee shall first notify and consult with Clearwire, and will to the extent permitted by the FCC redact all information from the Agreement which Clearwire reasonably designates as confidential including, but not limited to, all payment information. 10. TRANSFERS OR ASSIGNMENTS (A) ELIGIBILITY FOR TRANSFER OR ASSIGNMENT. Licensee shall not assign its interest in this Agreement or the License to any person or entity that is not eligible or qualified to hold the License or lease the spectrum under applicable FCC Rules. Clearwire shall not assign its interest in this Agreement and will not enter into spectrum subleasing arrangements for the spectrum subject to the License with any person or entity that is not eligible or qualified to lease the spectrum under applicable FCC Rules. (B) CLEARWIRE ASSIGNMENT. [***] [*** Confidential Treatment Requested] 15

[***] (C) LICENSEE ASSIGNMENT. Subject at all times to Clearwire's right to purchase the License if the FCC determines to open eligibility for EBS spectrum (as set forth in Section 21(a) hereof), Licensee may, during the Term, assign its License or individual Channels to a qualified EBS eligible, or discontinue EBS operations and surrender its License to the FCC, subject to the following: Licensee shall notify Clearwire immediately upon making such decision, Licensee shall not discuss such decision with any third parties without Clearwire's written consent, and Licensee shall assign any affected Channels or the License to an FCC-qualified entity designated by Clearwire who will assume the Channels or License and assume Licensee's obligations under this Agreement (a "Successor Licensee"). Licensee, Successor Licensee and Clearwire shall cooperate in filing with the FCC any and all paperwork necessary to assign the license to the Successor Licensee and receive continued FCC consent, if necessary, to the long term de facto spectrum leasing arrangement reflected in this Agreement. (D) CLEARWIRE SUBLEASE. [***] (E) LICENSEE RELEASE. Upon the valid consummation of the sale, assignment or transfer of the License to any third party as described in this Section, the execution by such third party of an assignment and assumption agreement with respect to this Agreement, and the expiration of any applicable FCC reconsideration periods for such assignment or transfer: (i) Licensee will be released and discharged from all obligations to Clearwire arising thereafter; and (ii) Licensee will not incur any penalties as a result of and will not be responsible for any of Clearwire's expenses associated with the sale, assignment or transfer, except that nothing shall release Licensee from any liabilities incurred prior to the execution of such assignment and assumption agreement. 11. TERMINATION OF AGREEMENT [*** Confidential Treatment Requested] 16

(A) This Agreement may be terminated prior to expiration of a Term under any of the following circumstances: (i) by mutual written agreement of the Parties; (ii) by Clearwire, upon giving written notice to Licensee in the Event of Default; provided that such Event of Default is not cured (if it is capable of being cured) within thirty (30) days following such notice; (iii) by Licensee, upon giving written notice to Clearwire in the Event of Default provided such Event of Default is not cured (if it is capable of being cured) within one hundred eighty (180) days thereof; (iv) by Clearwire upon giving written notice to Licensee within thirty (30) days of a Loss (as hereinafter defined); (v) by Clearwire upon written notice to Licensee and to the extent allowed under law, if Licensee files a petition pursuant to Title 7 or 11 of the United States Bankruptcy Code or is adjudged a debtor after the filing of an involuntary bankruptcy petition against Licensee, or if Licensee files a petition for relief pursuant to any state insolvency laws. If the Agreement is terminated prior to the expected termination date which was disclosed to the FCC, Licensee shall file a notification with the FCC no later than ten (10) days after the early termination indicating the date the Agreement was terminated. (B) It shall be an "Event of Default" hereunder if either party fails to perform a material obligation or breaches a material representation and warranty contained in this Agreement in circumstances where such failure results in the inability of the other party to exercise its full rights under this Agreement (C) The term "Loss" means: (1) expiration of the License without renewal; (2) License termination or revocation by the FCC without reinstatement; or (3) the unavailability of the Channels for the provision of Clearwire's Advanced Wireless Services due to regulatory action, including, but not limited to, FCC denial of the FCC Long Term License Application related to this Agreement, or reallocation of the Channels for purposes incompatible with Clearwire's business, or adoption of rules or policies that substantially frustrate achievement of the purposes of this Agreement. A Loss shall not be deemed a default by Licensee or Clearwire if the Loss was beyond the reasonable control of such party, and such party used its best efforts to preserve the License. In ha the event of a Loss, the Parties shall cooperate in seeking special temporary authority from the FCC to allow Clearwire to continue operating on the Channels until such time as it can transition its users to other spectrum and minimize service disruption to its business and other activities. (D) Licensee may terminate this Agreement pursuant to Section 16(b). (E) If the Commencement date does not occur by the [***] of the Effective Date, thereafter either Party may terminate this Agreement at any time before the Commencement Date by giving written notice of termination to the other Party. (F) In the event that the Commencement Date occurs, but the FCC's grant of the De facto Transfer Authorization is subsequently rescinded and such rescission has become a Final Order, this Agreement shall be deemed terminated on the date specified as the required termination date by any order in that proceeding (as that date may have been extended by stay or otherwise) or, in the absence of such specified date, the effective date of the last decision in that proceeding. [*** Confidential Treatment Requested] 17

(G) In the event of an FCC Final Order denying any application to allow the continuation or renewal of the De facto Transfer Authorization for a portion of the Term, this Agreement shall be deemed terminated on the date specified as the required termination date by any order in that proceeding (as that date may have been extended by stay or otherwise) or, in the absence of such specified date, the effective date of the last decision in that proceeding. (H) The Parties will notify the FCC of the termination of this Agreement with respect to the FCC License or any of the Channels within ten (10) calendar days following the termination. (I) Except as expressly set forth in this Agreement, upon the expiration or termination of this Agreement, each Party will pay its own fees and expenses related to this Agreement and the transactions contemplated herein, and the Parties will have no further liability to each other except by reason of any breach of this Agreement occurring prior to the date of expiration or termination or after such expiration or termination if the breach is of a provision that by its terms survives such expiration or termination. Any termination or expiration of this Agreement, regardless of cause, will not release either Licensee or Clearwire from any liability arising from any breach or violation by that Party of the terms of this Agreement prior to the expiration or termination. The general and procedural provisions of this Agreement, which may be relevant to enforcing the obligations or duties of the Parties, as well as any other provisions that by their terms obligate either party following expiration or termination, will survive the expiration or termination of this Agreement until the obligations or duties are performed or discharged in full. (J) The Parties recognize that, in the event that a Party fails or refuses to perform any provisions of this Agreement, monetary damages alone will not be adequate. The non-defaulting Party shall therefore be entitled, in addition to any other remedies which may be available, including money damages, to obtain specific performance of the terms of this Agreement. Except as expressly set forth in this Agreement no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. Except as expressly set forth in this Agreement, the election of any one or more remedies by a Party shall not constitute a waiver of the right to pursue other available remedies at any time. 12. EXPENSES AND REVENUES All subsequent documents appended to this Agreement, and any FCC activity or activity to preserve, obtain or renew licenses shall be reimbursed by Clearwire, provided that (and except as specified otherwise in this Agreement) expenses in excess of $1,000 are approved as to reasonableness by Clearwire in advance, such approval not to be unreasonably withheld, conditioned or delayed; and provided further that Licensee shall not be required to take any action for which Licensee may request expense reimbursement from Clearwire until the Parties have reached agreement on reimbursement of expenses of Licensee related to such action in excess of $1,000. Except as otherwise provided in this Agreement, each Party will pay its own expenses incident to any amendments or modifications to the Agreement, including, but not limited to, all fees and expenses of their respective legal counsel and any engineering and 18

accounting expenses. Licensee is entitled to none of the revenue generated from the use of the Clearwire Capacity, but only the royalties provided for in this Agreement. 13. COMPETITION During the Term of this Agreement, Licensee shall not, either itself or with a third party other than Clearwire, engage in any commercial or for-profit activities utilizing any of the Channels that directly compete with Clearwire or its affiliates; provided, however, that any relationship between Licensee and any Permitted End User relating to the use by such Permitted End User of Advanced Wireless Services shall not be deemed to be in violation of the foregoing restriction. During the Term of this Agreement, and except as contemplated herein, Licensee shall not lease, sublease, pledge, encumber or otherwise permit or grant any current rights with respect to use of the Channels, in whole or in part. Without limiting the foregoing, Licensee shall not resell or otherwise provide services to any end user that is not a Permitted End User. 14. CONFIDENTIALITY AND NON-DISCLOSURE (A) CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT. The terms of this Agreement that are not otherwise required to be disclosed to the FCC in support of the De facto Transfer Application, requests for renewal thereof or notices submitted to the FCC, or as required to be disclosed in filings with the Securities and Exchange Commission or state securities agencies, will be kept strictly confidential by the Parties and their agents, which confidentiality obligation will survive the termination or expiration of this Agreement for a period of two (2) years. The Parties may make disclosures as required by law, and to employees, shareholders, agents, attorneys and accountants (collectively, "AGENTS") as required to perform obligations under the Agreement, provided, however, that the Parties will cause all Agents to honor the provisions of this section. In addition, either Party may disclose this Agreement to its Affiliates, strategic partners, actual or potential investors, lenders, acquirers, merger partners, and others whom it deems in good faith to have a need to know such information for purposes of pursuing a transaction or business relationship with it, so long as it secures an enforceable obligation from such third party to limit the use and disclosure of this Agreement as provided herein. The Parties will submit a confidentiality request to the FCC in the event the FCC seeks from the Parties a copy of this Agreement or any other confidential information regarding its terms. (B) NON-DISCLOSURE OF SHARED INFORMATION. As used herein, the term "Confidential Information" shall mean all non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices should be understood to be confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving 19

Party; (3) is lawfully received from a third party having rights therein without restriction of third party's or the receiving Parry's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. During the Term, the Parties may supply and/or disclose to each other Confidential Information relating to the business of the other Party. Each item of Confidential Information will be kept confidential by the Parties during the Term and for a period of three (3) years thereafter, but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing Party, the receiving Party will not disclose to any entity or person the Confidential Information, or the fact that the Confidential Information has been made available to it, except for disclosures required by law, disclosures authorized by the Party owning the Confidential Information and disclosures made in the context of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. Each person to whom Confidential Information is disclosed must be advised of its confidential nature and must agree to abide by the terms of this section. 15. ASSUMPTION OF LIABILITIES Neither Party is assuming or will be responsible for any of the other's liabilities or obligations (including but not limited to customer obligations) except as required by the FCC or this Agreement. 16. FCC-MANDATED OBLIGATIONS (A) Licensee and Clearwire are familiar with the FCC Rules affecting secondary markets for spectrum and the provision of EBS, the Communications Act of 1934, as amended ("COMMUNICATIONS ACT"), the Code of Federal Regulations, and all other applicable FCC Rules, and agree to comply with all such laws and regulations. (B) Effective on the Commencement Date, Clearwire assumes primary responsibility for complying with the Communications Act, and any FCC Rules that apply to the Channels and FCC License, and this Agreement may be revoked, cancelled or terminated, in accordance with Section 11, by Licensee or by the FCC if Clearwire materially fails to comply with applicable laws and regulations. (C) Neither Licensee nor Clearwire will represent itself as the legal representative of the other before the FCC or any party, but will cooperate with each other consistent with this Agreement with respect to FCC matters concerning the Licenses and the Channels. (D) If the FCC License is revoked, cancelled, terminated or otherwise ceases to be in effect, Clearwire will have no continuing authority or right to use the Channels unless otherwise authorized by the FCC. (E) This Agreement is not an assignment, sale or transfer of the FCC License itself. 20

(F) This Agreement will not be assigned to any entity that is ineligible or unqualified to enter into a use agreement for the Channels under the FCC Rules. (G) Licensee will not consent to an assignment, subassignment or sublicensing of this secondary market arrangement unless such assignment, subassignment or sublicensing complies with applicable FCC Rules and this Agreement. (H) Licensee and Clearwire must each retain a copy of this Agreement and make it available upon request by the FCC, in accordance with the confidentiality provisions in Section 14. 17. LICENSEE'S AUTHORIZATIONS Licensee shall maintain all necessary qualifications to hold and to obtain renewal in the ordinary course of the FCC License subject to Clearwire's obligations under this Agreement, including, without limitation, Clearwire's obligation to cause Licensee's FCC License to timely meet the substantial service requirement, as such qualifications may be amended or modified from time to time (individually an "FCC QUALIFICATION" and collectively referred to as the "FCC QUALIFICATIONS"), and shall not knowingly or negligently take any action, or fail to take any action, which action or failure to act creates a material risk that Licensee shall lose any FCC Qualification; provided, that in the event that the FCC or any other legal authority shall at any time specify new or different qualifications or conditions for the maintenance of any FCC Qualification or shall issue a pronouncement offering a new interpretation of a FCC Qualification, Clearwire shall reimburse on demand Licensee's reasonable expenses of taking such action as are required for Licensee to bring itself and its operations into compliance with such new or different qualifications or conditions and maintaining such compliance; provided, further, that it shall not be deemed a breach of this sentence if Licensee loses a FCC Qualification as a result, in whole or in part, of an act or omission of Clearwire or any failure of Clearwire to perform its obligations under this Agreement. If, at any time, Licensee fails, or it appears to Licensee more likely than not that it will fail, to maintain any one or more of its FCC Qualifications with respect to the License, Licensee shall give written notice to Clearwire within five (5) days after Licensee becomes actually aware that (i) it no longer maintains such FCC Qualifications or (ii) with the passage of time or upon the occurrence of a future event it will no longer maintain such FCC Qualifications (referred to as a "DISQUALIFICATION EVENT"). Licensee shall cooperate with reasonable requests of Clearwire made from time to time for the purpose of verifying, at Clearwire' expense, that Licensee maintains its FCC Qualifications. Upon the occurrence of a Disqualification Event, Licensee shall, at Clearwire's expense, promptly undertake all reasonable actions to obtain, to the extent permitted by applicable law, a waiver from the FCC regarding the circumstances giving rise to such Disqualification Event or to cure the circumstances giving rise to such Disqualification Event. 18. MUTUAL REPRESENTATIONS AND WARRANTIES (A) BY LICENSEE TO CLEARWIRE. Licensee hereby represents and warrants to Clearwire that: 21

(i) Organization and Good Standing. It is a nonprofit corporation duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. It is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing does not have and would not reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Licensee, taken as a whole, other than changes affecting the broadband wireless business generally ("LICENSEE MATERIAL ADVERSE EFFECT"). (ii) Authorization of Agreement. It has all requisite corporate power and authority to enter into, deliver and carry out the transactions contemplated by this Agreement This Agreement has been duly and validly executed and delivered by it and (assuming the due authorization, execution and delivery by the other Parties hereto) this Agreement constitutes the legal, valid and binding obligations of Licensee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (iii) No Conflict. Except as set forth on the disclosure schedule attached hereto by Licensee (the "LICENSEE SCHEDULE"): A. Neither the execution and delivery by Licensee of this Agreement, nor compliance by Licensee with any of the provisions hereof will (i) conflict with, or result in the breach of, any provision of Licensee's certificate or articles of incorporation or bylaws, (ii) conflict with, violate, result in the breach of, constitute (with or without due notice, lapse of time or both) a default under, result in the acceleration of, create in any party the rights to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, license, agreement or other obligation to which Licensee is a party or by which Licensee or any of its properties or assets is bound or (iii) violate any statute, rule, regulation, order or decree of any Federal, state or local government, or any governmental, regulatory, legislative, executive, or administrative authority, agency or commission, or any court, tribunal, or judicial body ("GOVERNMENT AGENCY") by which Licensee is bound, except in the cases of clauses (ii) and (iii) for such conflicts, violations, breaches, accelerations or defaults as would not, individually or in the aggregate, have a Licensee Material Adverse Effect. B. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person, entity or Government Agency is required on the part of Licensee in connection with the execution and 22

delivery of this Agreement or the compliance by Licensee with any of the provisions hereof, except as contemplated herein. (iv) FCC Licenses. Except as set forth on the disclosure schedule attached hereto by Licensee (the "LICENSEE SCHEDULE"): A. To the best knowledge of Licensee, all information set forth in Schedule A regarding the License is complete and accurate in all material respects, although Licensee makes no representation as to the MHzPops associated with the License. Licensee holds the License free and clear of all any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, transfer restriction, encumbrance or any other restriction or limitation whatsoever except for liens for taxes not then due and payable and generally applicable FCC-imposed restrictions ("Liens"). B. Licensee is authorized, by final order, to hold the FCC License, subject to any pending renewal application listed on the Licensee Schedule. C. To the best knowledge of Licensee, the Licensee Schedule sets forth a true list of interference consents that have been granted by Licensee with respect to any FCC Licenses and that are germane under the two-way rules and would have a material impact on the use of the Channels (excluding routine consents customary in the industry). (v) Litigation. Except as set forth in the Licensee Schedule and other than proceedings of general applicability and those related to market transitions, there is no action, suit, litigation, arbitration proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving any court or other Government Agency or any arbitrator or arbitration panel now in progress or pending or, to the knowledge of Licensee, threatened against Licensee or the assets (including the intellectual property rights) or the business of Licensee, nor to the knowledge of Licensee, does there exist any basis therefore, except for immaterial claims brought against Licensee in the ordinary course of business. Other than orders issued in licensing proceedings which contain no continuing requirements or continuing unusual conditions and Orders which are set forth on the Licensee Schedule, Licensee is not subject to any order, writ, judgment, injunction, decree, stipulation, determination, or award entered by or with any Government Agency. (vi) Compliance with Laws; Permits. To the best knowledge of the Licensee where and during the time access to the Channels currently subject to the FCC License has been governed by a third party agreement (and assuming that the third party agreement and normal conduct by parties pursuant to this type of agreement comply in all material respects with the Communications Act and FCC Rules) and except as provided in the Licensee Schedule, Licensee (a) has complied in all respects with all federal, state, local and foreign laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to it and its business with 23

the Channels other than where noncompliance would not reasonably be expected to have a Licensee Material Adverse Effect and (b) has all federal, state, and local governmental permits, authorizations, approvals, licenses, certificates and consents ("PERMITS") necessary in the conduct of its business as currently conducted with the Channels and to own and use its assets used with the Channels in the manner in which such assets are currently owned and used other than where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Licensee Material Adverse Effect, such Permits are in full force and effect, and no violations have been recorded in respect of any such Permit, and no proceeding is pending or, to the best knowledge of Licensee, threatened to revoke or limit any such Permit. (vii) Brokers. Neither Licensee nor any of its directors, officers, employees, or representatives has employed any broker or finder in connection with this Agreement. (viii) Knowledge. Any representation, warranty, covenant, obligation, or part thereof that states that it is made to the best knowledge of Licensee is made to its best knowledge after commercially reasonable investigation and includes all facts which it knew or should have known as a result of such investigation, including the best knowledge of Licensee's executive officers and legal counsel after commercially reasonable investigation. (B) BY CLEARWIRE TO LICENSEE. Clearwire hereby represents and warrants to Licensee that: (i) Organization and Good Standing. Clearwire is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada. Each has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its business as now conducted. Clearwire is duly qualified or authorized to do business as a foreign organization and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing does not have and would not reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Clearwire, taken as a whole, other than changes affecting the broadband wireless business generally ("CLEARWIRE MATERIAL ADVERSE EFFECT"). (ii) Authorization of Agreement. Clearwire has all requisite corporate or limited liability company power and authority (i) to enter into, deliver and carry out this Agreement, and (ii) to enter into and deliver all documents required or necessary to be executed by it in connection with the consummation of this Agreement. This Agreement (assuming the due authorization, execution and delivery by Licensee) constitutes the legal, valid and binding obligations of Clearwire, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to 24

general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (iii) No Conflict. Neither of the execution and delivery by Clearwire of this Agreement, nor the compliance by Clearwire with any of the provisions hereof will (i) conflict with, or result in the breach of, any provision of the certificate of limited liability company or operating agreement of Clearwire, (ii) conflict with, violate, result in the breach of, or constitute (with or without due notice, lapse of time or both) a default under, result in the acceleration of, create in any party the rights to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, license, agreement or other obligation to which Clearwire is a party or by which Clearwire or any of its respective properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any Government Agency by which Clearwire is bound, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, accelerations or defaults as would not, individually or in the aggregate, have a Clearwire Material Adverse Effect. (iv) Consents. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person, entity or Government Agency is required on the part of Clearwire in connection with the execution and delivery of this Agreement or the compliance by Clearwire with any of the provisions hereof. (v) Litigation. Except as would not reasonably be expected to have a materially adverse effect on the ability of Clearwire to execute, deliver and perform this Agreement, (a) there is no Proceeding now in progress or pending or, to the knowledge of Clearwire, threatened against Clearwire or the assets or the business of Clearwire and (b) neither Clearwire is not subject to any order, writ, injunction or decree of any court or other Government Agency other than orders issued in licensing proceedings. (vi) Compliance with Laws; Permits. Clearwire (a) has complied in all respects with all federal, state, and local laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to it and its business other than where noncompliance would not, individually or in the aggregate, reasonably be expected to have a Clearwire Material Adverse Effect and (b) has all federal, state, and local governmental Permits necessary in the conduct of its business as currently conducted and to own and use its assets in the manner in which such assets are currently owned and used other than where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Clearwire Material Adverse Effect, such Permits are in full force and effect, and no violations have been recorded in respect of any such Permit, and no proceeding is pending or, to the best knowledge of Clearwire, threatened to revoke or limit any such Permit. (vii) Brokers. Neither Clearwire nor any of its directors, officers, employees or representatives has employed any broker or finder in connection with this Agreement. 25

19. INDEMNIFICATION (A) Licensee shall indemnify Clearwire, its Affiliates, and each of their respective stockholders, directors, officers, employees, agents, successors and assigns (collectively, the "CLEARWIRE INDEMNIFIED PARTIES") and hold each of the Clearwire Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (i) the failure of any representation or warranty of Licensee set forth herein, or any representation or warranty contained in any certificate delivered by or on behalf of Licensee pursuant to this Agreement, to be true and correct as of the dates made; or (ii) the breach of any covenant or other agreement on the part of the Licensee under this Agreement; or (iii) any Claim brought or threatened against Clearwire by a third party claiming one or more rights with respect to Clearwire, or by virtue of Clearwire entering into this Agreement, an alleged breach of a contractual right of first refusal ("ROFR") commitment or negotiation commitment of Licensee. (B) Clearwire shall indemnify the Licensee, its Affiliates, and each of their respective, agents, successors and assigns (collectively, the "LICENSEE INDEMNIFIED PARTIES") and hold each of the Licensee Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (i) the failure of any representation or warranty of Clearwire set forth herein, or any representation or warranty contained in any certificate delivered by or on behalf of Clearwire pursuant to this Agreement, to be true and correct as of the dates made; (ii) the breach of any covenant or other agreement on the part of Clearwire under this Agreement; (iii) the operation of equipment by, the provision of service by or otherwise related to the activities of Clearwire, any of its Affiliates or any of its sublicensees or resellers including, without limitation, damage to health; or (iv) any forfeitures or fines levied by the FCC against Licensee, or loss or impairment of the FCC License, arising from Clearwire's act or omission. (C) DETERMINATION OF DAMAGES. As used herein, "DAMAGES" means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person, and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultants' fees, and reasonable attorneys' fees and costs, of every kind and description, contingent or otherwise. For purposes of the above, the amount of Damages in respect of any breach of a representation or warranty shall be determined without regard to any limitation or qualification as to materiality set forth in such representation or warranty. As used 26

in this Agreement, "PERSON," whether or not such term is capitalized, means any individual, partnership, firm, corporation, limited liability licensee(s), association, trust, unincorporated organization, or other entity. 27

(D) INDEMNIFICATION PROCEDURES. (i) In the event that any claim shall be asserted by any Person in respect of which payment may be sought under this Section 19 (each, a "CLAIM"), the indemnified party shall reasonably and promptly cause written notice (a "CLAIM NOTICE") of the assertion of such Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, it shall within five (5) days of delivery of the Claim Notice (or sooner, if the nature of the Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Damages under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if, so requested by the indemnifying party to participate or (ii) in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Claim. The Parties hereto agree to cooperate fully with each other in connection with the defense, negotiation, or settlement of any such Claim. (ii) After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter. (iii) The failure of the indemnified party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss and prejudice as a result of such failure.

(E) SURVIVAL. Each Party's obligations under this section will survive the expiration or termination of this Agreement. 20. MISCELLANEOUS (A) LAWS, RULES AND REGULATIONS. This Agreement is subject to all laws, rules, regulations and ordinances relative to, among other things, the subject matter addressed in this Agreement. (B) FORCE MAJEURE. Other than the failure to pay money when required, neither Party will be liable for any nonperformance under this Agreement due to causes beyond its reasonable control that could not have been reasonably anticipated by the non-performing Party and that cannot be reasonably avoided or overcome; provided that the non-performing party gives the other Party prompt written notice of such cause, and in any event, within fifteen (15) calendar days of its discovery. (C) INDEPENDENT PARTIES. None of the provisions of this Agreement will be deemed to constitute a partnership, joint venture, or any other such relationship between the Parties, and neither Clearwire nor Licensee will have any authority to bind the other in any manner. Neither Party will have or hold itself out as having any right, authority or agency to act on behalf of the other Party in any capacity or in any manner, except as may be specifically authorized in this Agreement. (D) DISPUTE RESOLUTION. (i) General. The Parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, the Parties agree to use the dispute resolution procedures set forth in this Section 20(d) (the "DISPUTE RESOLUTION PROCEDURES") as their sole means of adjudication with respect to any controversy or claim arising out of or relating to this Agreement or its breach. (ii) Dispute Notice. At the written request of any Party (a "DISPUTE NOTICE"), the Parties to the dispute will within seven business days of the Dispute Notice, appoint knowledgeable, responsible representatives to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend that these negotiations be conducted by business representatives, including at least one senior executive of each Party to the dispute. The representatives shall meet and confer, in person or by teleconference, not later than such seventh business day after the date of the Dispute Notice. The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the representatives; provided that, the duration shall not exceed 45 days from the date of the Dispute Notice (an "ACTION DATE") unless extended by mutual written agreement of the Parties setting forth a new Action Date. The Dispute Notice and any extension shall specify the Action Date. The Dispute Notice shall set forth the nature of the dispute, in reasonable detail. Discussion and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, and shall not be admissible in the arbitration described below. Documents identified in or 29

provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration. If the Parties are unable to resolve any disputes arising under or relating to this Agreement (each a "DISPUTE") using the process described in this Section 20(d) within the time period provided, including without limitation disputes regarding a breach or default under this Agreement, the Parties shall arbitrate such dispute pursuant to the arbitration provisions set forth in Section 20(d)(iii). (iii) Arbitration. Any Dispute that has not be resolved within the time period provided for in Section 20(d)(ii) shall be resolved by a panel of three Arbitrators. The Dispute Notice shall automatically serve as a written notice of a request to submit the Dispute for arbitration if there has not been a resolution of the Dispute by the Action Date, and the Parties agree to submit the Dispute to a panel of three arbitrators who shall be appointed within 30 days of the Action Date (the "SUBMISSION PERIOD"). During the Submission Period, the Parties shall appoint the arbitrators in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association ("AAA"), as modified below. No punitive damages (or any other amount awarded for the purpose of imposing a penalty) will be awarded for a breach of this Agreement. (iv) During the Submission Period, the Parties may submit a request for discovery to the arbitrators, who shall determine whether the scope of the requested discovery is appropriate or useful for the resolution of the Dispute and order the discovery in their discretion; provided that such discovery process shall be concluded not later than 30 days following the submission date (the "DISCOVERY CLOSE DATE"). (v) The arbitration hearing shall be fixed by the arbitrators to be not sooner than 20 days nor later than 45 days after the Discovery Close Date (the "HEARING DATE"). The hearing shall be located at a neutral site as mutually agreed by the Parties, or if the Parties cannot so agree, then the location of the arbitration shall be Washington, D.C. The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each Party shall bear the burden of persuasion with respect to its proposal for resolution of the matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. The arbitrators will have no power or authority, pursuant to the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Section. (vi) Each Party shall be permitted to submit a pre-hearing brief not to exceed 25 pages and such technical supporting material as is necessary or useful, to be submitted to the arbitrators and the other Party not later than 5 days before the Hearing Date, and each Party may issue a response thereto not later than 2 days before the Hearing Date. Following the arbitration hearing, each Party shall be permitted to submit a post-hearing brief not to exceed 25 pages within 5 days following the Hearing Date and a reply brief within 2 days thereafter (the "PLEADING CLOSE DATE"). Should an arbitrator refuse or 30

be unable to proceed with arbitration proceedings as called for by this Section, the arbitrator shall be replaced pursuant to the rules of the AAA. If an arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Section and the rules of the AAA. (vii) Within fifteen (15) days after the Pleading Close Date, the arbitrators will prepare and distribute to the Parties a writing setting forth the arbitration panel's reasons for its determination. The findings and conclusions and the award, if any, shall be deemed to be confidential information of the Parties. Neither Party may disclose such information to any third party other than their professional advisors or as required by law or regulations, except in connection with an action to enforce the award. (viii) The Arbitrators are instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The arbitrators are authorized to issue monetary sanctions against either Party if, upon a showing of good cause, such Party is unreasonably delaying the proceeding. (ix) Any award rendered by the arbitrators will be final, conclusive, and binding upon the Parties and any judgment thereon may be entered and enforced in any court of competent jurisdiction. (x) The non-prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, reasonable attorneys' fees and costs, and expert and witness fees and costs, incurred by the other Party to the arbitration. In the case of a decision that partially favors each Party, expenses shall be paid as determined by the arbitrators. In connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the arbitrators, the prevailing Party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled. (xi) Notwithstanding anything to the contrary, neither Party shall have any obligation to arbitrate claims for injunctive relief, specific performance, or other equitable relief or for the use or unauthorized disclosure of confidential information, as to which either Party shall be entitled to seek and obtain relief from a court of competent jurisdiction; provided that, any and all claims for damages shall remain subject to arbitration. (E) NOTICES. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or by overnight courier, or mailed by certified mail, return receipt requested, to the Parties (and shall also be transmitted by facsimile to the Persons receiving copies thereof) at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision): 31

(i) CLEARWIRE: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland WA 98033 Attn: [***] Fax: [***] With a Copy to: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland WA 98033 Attn: [***] Fax: [***] Davis Wright Tremaine, LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101 Attn: [***] Fax: [***] LICENSEE Hispanic Information and Telecommunications Network, Inc. 63 Flushing Avenue Unit 281 Brooklyn, New York 11205 Telecopy: [***] Telephone: [***] Attention: [***] With a copy to: Day, Berry & Howard LLP 875 Third Avenue New York, NY 10022 Attention: [***] Fax: [***] And a copy to: RJGLaw LLC 1010 Wayne Avenue, Suite 950 [*** Confidential Treatment Requested] 32

Silver Spring, MD 20910 Attention: [***] FAX: [***] Either Party may change its addresses for receipt of notice or payment by giving notice of such change to the other Party as provided in this Section. (F) APPLICABLE LAW. The validity, construction and performance of this Agreement will be governed by and construed in accordance with the laws of the State of New York. (G) SEVERABILITY. If any provision of this Agreement is found to be illegal, invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, unless continued enforcement of the provision frustrates the intent of the Parties. To the extent that the Parties or the FCC determine that the provisions of this Agreement are not adequate to enable Licensee to comply with the regulatory requirements associated with the FCC License, the Parties will amend these provisions to ensure that the Licensee is in compliance with its FCC obligations with respect to the FCC License. The Parties believe that the provisions of this Agreement comply with all current FCC Rules, and shall express that belief to regulatory agencies and the general public. (H) BEST EFFORTS. The Parties acknowledge that there will be many changes in the course of the Term, in technology, capabilities, and regulatory environment among other areas, and agree to act in a cooperative manner to preserve the intentions of the relationships reflected in the Agreements to their mutual advantage and to use their commercially reasonable best efforts to maintain that mutual advantage. (I) NO WAIVER. No delay or failure by either Party in exercising any right under this Agreement, and no partial or single exercise of that right, will constitute a waiver of that or any other right. Failure to enforce any right under this Agreement will not be deemed a waiver of future enforcement of that or any other right. (J) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but which collectively will constitute one and the same instrument. Signatures transmitted by facsimile will be effective to create such counterparts. (K) HEADINGS. The headings and captions used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. (L) CONSTRUCTION. The Parties and their respective counsel have negotiated this Agreement. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either Party based on draftsmanship of the Agreement or otherwise. [*** Confidential Treatment Requested] 33

(M) COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter addressed, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, between the Parties or any of their affiliates regarding this subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of each of the Parties. (N) COOPERATION. The Parties will take such further action and execute such further assurances, documents and certificates as either Party may reasonably request to effectuate the purposes of this Agreement. (O) INSURANCE. (i) Clearwire shall maintain and shall cause each Service Entity to maintain insurance coverage, and on all certificates for coverage under general liability, automobile liability, employer's liability, worker's compensation, and any other coverages required under local law, shall: (i) name Licensee as an "Additional Insured" on the liability policies, including without limitation, as an insured with respect to third-party claims or actions made or brought directly against Licensee or against Licensee, Clearwire and/or such Service Entity as co-defendants and arising out of or in connection with this Agreement or operations; (ii) be written as a primary policy not contributing with any other coverage which Licensee may carry for the acts and omissions of Clearwire or such Service Entity and for whom Clearwire or such Service Entity is responsible; and (iii) stipulate that Licensee shall receive thirty (30) days' prior written notice of any cancellation in coverage; provided that such cancellation shall not relieve Clearwire of its continuing obligation to maintain or to cause each such Service Entity to maintain insurance coverages in accordance with this Section. (ii) Clearwire shall maintain and shall cause each Service Entity to maintain with reputable insurers having a Best Rating of A or better: A. Commercial general liability insurance with at least $2,000,000 combined single limit bodily injury and property damage limits written on an occurrence basis. B. Full statutory coverage for Workers' Compensation and Employers Liability with limits as required by law. These policies will contain waivers of the insurer's subrogation rights against Licensee where permitted by law. C. Errors and omissions or professional liability coverage with a limit of at least $1,000,000 per each claim and $1,000,000 annual aggregate. If Clearwire obtains a claims-made policy, Clearwire shall maintain continuous coverage in effect at least three (3) years beyond the expiration or termination of this Agreement through continuous renewal of the same policy or purchase of extended discovery period or retroactive insurance dated back to at least the date of the beginning of this Agreement. This coverage should include infringement of copyright, trademark, title or slogan, piracy, plagiarism or unauthorized use of 34

materials. Clearwire may self-insure this provision as long as Clearwire maintains a minimum net worth of at least $100 million. D. All risk property insurance policy coverage in amounts adequate to cover Licensee's property in Clearwire's care, custody and control. (iii) Clearwire shall furnish Licensee with certificates of insurance evidencing all of the insurance referred to herein (including renewals of insurance). Clearwire's obligations under this Section shall in no way affect or limit the indemnification, remedy, or warranty provisions set forth in this Agreement. (P) PUBLICITY. No public release, announcement or other form of publicity concerning this Agreement or the transactions described in this Agreement, shall be issued by either Party without the prior consent of the other Party, except as such release or announcement may be required by law, regulation or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall, to the extent possible, allow the other Party reasonable time to comment on such release or announcement in advance of such issuance. The Parties shall use reasonable efforts to consult in good faith with each other with a view to agreeing upon any press release or public announcement relating to the transactions contemplated hereby prior to the consummation thereof. [remainder of page intentionally left blank] 35

AGREED TO: CLEARWIRE SPECTRUM HOLDINGS II LLC By: --------------------------------- Name: ------------------------------- Title: ------------------------------ HISPANIC INFORMATION AND TELECOMMUNICATIONS NETWORK, INC. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ ATTACHMENTS: Licensee Schedule 36

LICENSE SCHEDULE 37

SCHEDULE A

SCHEDULE B

EXHIBIT III

PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement") is made as of the 4th day of October, 2006, between Hispanic Information and Telecommunications Network, Inc. (the "Pledgor"), and Clearwire Corporation, a Delaware corporation (the "Pledgee"). RECITALS A. The Pledgee is paying the Pledgor [***] pursuant to the terms of the Master Royalty and Use Agreement among the Pledgor and Clearwire Spectrum Holdings II LLC ("Operator"), a subsidiary of the Pledgee, dated as of the date of this Agreement (as amended, restated, modified, renewed, supplemented or extended from time to time, the "MRUA"). This payment will be available for application against upfront royalties for Initial Spectrum Capacity and Future Spectrum Capacity offered by the Pledgor to Operator from time to time B. The parties are entering into this Agreement for the purpose of the Pledgor granting security interests to the Pledgee to secure the obligation of the Pledgor to repay the Prepaid Royalties Balance as defined in the MRUA. NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Pledgor hereby agrees as follows: AGREEMENT 1. DEFINITIONS; INTERPRETATION. (A) CERTAIN DEFINED TERMS. As used in this Agreement, the following terms have the following meanings: "Governmental Authority" means the government of the United States or any state or any foreign country or any political subdivision of any thereof or any branch, department, agency, instrumentality, court, tribunal or regulatory authority which constitutes a part or exercises any sovereign power of any of the foregoing. "Lien" means, for any person, any security interest, pledge, mortgage, charge, assignment, hypothecation, encumbrance, attachment, garnishment, execution or other voluntary or involuntary lien upon or affecting the revenues of such person or any real or personal property in which such person has or hereafter acquires any interest. "Pledged Collateral" has the meaning specified in Section 2. "Secured Obligations" means: (i) the obligation of the Pledgor to repay in full the Prepaid Royalties Balance as provided in the MRUA and all fees, costs, and expenses incurred by the Pledgee in connection therewith if not repaid in accordance with the terms of the MRUA; [*** Confidential Treatment Requested] PAGE 1 - PLEDGE AGREEMENT

(ii) all obligations of the Pledgor to pay or reimburse the Pledgee or any affiliate of the Pledgee for all expenses including, without limitation, attorneys' fees incurred by the Pledgee or any affiliate of the Pledgee in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement, including, without limitation, all such costs and expenses incurred during any "workout" or restructuring in respect of the MRUA and during any legal proceeding, including, without limitation, any proceeding under any applicable bankruptcy, insolvency or other similar debtor relief laws; and (iii) all interest and fees on any of the foregoing, whether accruing prior to or after the commencement by or against the Pledgor of any proceeding under any applicable bankruptcy, insolvency or other similar debtor relief laws naming the Pledgor as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. "UCC" means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Washington; provided, however, in the event that any Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Washington, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof as they relate to such Pledged Collateral. (B) TERMS DEFINED IN UCC. Terms used in this Agreement that are defined in the UCC have the meanings given to them in the UCC. (C) TERMS DEFINED IN THE MRUA. Terms used in this Agreement that are defined in the MRUA have the meanings given to them in the MRUA. 2. PLEDGE AND GRANT OF SECURITY INTEREST. As security for the payment or performance, as the case may be, in full of the Secured Obligations, the Pledgor hereby pledges, assigns, transfers, hypothecates and sets over to the Pledgee, its successors and assigns, and grants to the Pledgee, its successors and assigns, a security interest in all of the Pledgor's right, title and interest in, to and under the following, whether now existing or owned or hereafter acquired or arising (collectively, the "Pledged Collateral"): (A) PLEDGED SHARES. Not less than 2,833,334 shares of Class A Common Stock of Clearwire Corporation, as the number of such Shares may be reduced from time to time as provided in this Agreement (the "Shares"). The number of Shares pledged at any time shall have a value equal to, or greater than, the amount of the Prepaid Royalties Balance. As the Prepaid Royalties Balance decreases, Shares shall be released from the pledge established by this Agreement, provided, however, that Clearwire shall not be required to release Shares more than once per month. Shares shall be valued for all purposes under this Agreement at $6.00 per share; and (B) ADDITIONAL INTERESTS, ETC. All certificates, instruments or other writings representing or evidencing the Pledged Collateral. (C) CASH PROCEEDS. All cash and non-cash proceeds of the Pledged Collateral, however and whenever acquired and in whatever form (except for proceeds of a sale of Pledged PAGE 2 - PLEDGE AGREEMENT

Collateral that has been released by the Pledgee pursuant to Section 2(a)). Nothing in this Section 2(c) shall be deemed to imply that the Pledgor is permitted to sell, transfer or otherwise dispose of the Pledged Collateral, except for Pledged Collateral that has been released by the Pledgee pursuant to Section 2(a). 3. DELIVERY OF THE PLEDGED SHARES; CONTINUING SECURITY INTEREST. The Pledgor hereby agrees that: (A) DELIVERY OF CERTIFICATES. The Pledgor shall deliver to the Pledgee all certificates, instruments or other writings representing or evidencing Pledged Shares. All such certificates shall be delivered (i) simultaneously with or prior to the execution and delivery of this Agreement, and (ii) in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment satisfactory to the Pledgee. (B) ADDITIONAL PLEDGED COLLATERAL. If the Pledgor shall receive by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate, including any certificate representing a non-cash dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of membership or equity interests, spin-off or split-off, promissory notes or other instrument; (ii) warrant, option or other right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) distributions of securities or other equity interests, then the Pledgor shall forthwith deliver all of the foregoing to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received, together with duly executed instruments of transfer or assignment satisfactory to the Pledgee, as further collateral security for the Secured Obligations ("Additional Pledged Collateral"). (C) CONTINUING SECURITY INTEREST. The Pledgor acknowledges and agrees that the security interest of the Pledgee in the Pledged Collateral constitutes continuing collateral security for all of the Secured Obligations. 4. FINANCING STATEMENTS. The Pledgor hereby irrevocably authorizes the Pledgee at any time and from time to time to file in any relevant jurisdiction any initial financing statements and amendments thereto that contain the information required by Article 9 of the UCC or other applicable law of each applicable jurisdiction for the filing of any financing statement or amendment in order to perfect and protect the security interest of the Pledgee in the Pledged Collateral. 5. REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR. The Pledgor represents and warrants to the Pledgee that: (A) OWNERSHIP AND AUTHORITY. The Pledgor is the sole legal and beneficial owner of the Pledged Collateral and has the right, power and authority to pledge, assign, transfer, hypothecate and set over to the Pledgee and grant to the Pledgee a security interest in such Pledged Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement. PAGE 3 - PLEDGE AGREEMENT

(B) AUTHORIZATION OF PLEDGED SHARES. All of the Pledged Shares are duly authorized and validly issued, are fully paid and nonassessable and are not subject to the preemptive first-refusal or other similar rights of any person. All interests hereafter constituting Pledged Collateral will be duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive, first-refusal or other similar rights of any person, except as may be provided under applicable law. (C) VALIDITY OF SECURITY INTEREST. This Agreement creates a valid security interest in favor of the Pledgee, its successors and assigns, in all of the Pledged Collateral. Upon the taking possession by the Pledgee of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral, the Pledgee will have a first priority perfected security interest in all certificated Pledged Shares and such certificates and instruments. Except as set forth in this subsection (c), no action is necessary to perfect or otherwise protect any security interest granted herein. (D) ABSENCE OF LIENS AND CLAIMS. Except for the security interest of the Pledgee created hereby, the Pledged Collateral is free and clear of any Liens. There exists no "adverse claim" within the meaning of Section 8-102 of the UCC with respect to any of the Pledged Shares. (E) NO TRANSFER RESTRICTIONS. Except for restrictions imposed by this Agreement, and other agreements to which the Pledgee is a party, the Pledged Collateral is free of contractual restrictions that might prohibit, impair, delay or otherwise affect the pledge of any Pledged Collateral hereunder or the sale or disposition thereof pursuant hereto. (F) NO OTHER PLEDGED COLLATERAL. As of the date of this Agreement, no other party has possession of any certificates, instruments or other writings representing or evidencing the Pledged Shares or has any warrants, options or other rights entitling such party to acquire any interest in the Pledged Shares. (G) DELIVERY OF CERTIFICATES. The Pledgor has delivered or otherwise caused the transfer to the Pledgee of all certificates, instruments or other writings representing, evidencing or constituting Pledged Collateral. The Pledged Shares are not and shall not be represented or evidenced by any certificates, instruments or other writings other than those delivered hereunder. (H) MARGIN REGULATIONS. The pledge of the Pledged Shares pursuant to this Agreement does not violate the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. None of the Pledged Shares constitutes "margin stock" within the meaning of such term under Regulation U. (I) CONSENTS. No consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other person is required (i) for the pledge made by the Pledgor or for the granting of the security interest by the Pledgor pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Pledgee of the rights and remedies provided for in this Agreement. PAGE 4 - PLEDGE AGREEMENT

(J) POWER. The Pledgor has full power, authority and legal right to execute, deliver and perform this Agreement. (K) AUTHORIZATION. The execution, delivery and performance by the Pledgor of this Agreement have been duly authorized, do not require any approval or the consent of any third party, do not contravene any law, regulation, rule or order binding on it and do not contravene the provisions of or constitute a default under any material indenture, mortgage, contract or other agreement or instrument to which the Pledgor is a party or by which the Pledgor or any of its properties may be bound or affected. (L) GOVERNMENT APPROVALS, ETC. No approval, authorization or consent of, or filing or registration with the United States or any state thereof or any other Governmental Authority or any agency, court or regulatory authority which constitutes a part of any of the foregoing, is required for the making and performance by the Pledgor of this Agreement or in connection with any of the transactions contemplated hereby. (M) BINDING OBLIGATIONS, ETC. This Agreement has been duly executed and delivered by the Pledgor and constitutes the legal, valid and binding obligations of the Pledgor enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, similar laws affecting creditors' rights generally or general principles of equity. The foregoing representations and warranties shall survive the execution and delivery of this Agreement. 6. COVENANTS. So long as any of the Secured Obligations shall remain unpaid or unsatisfied, the Pledgor shall: (A) DEFENSE OF PLEDGED COLLATERAL. At the Pledgor's own cost and expense, take any and all actions necessary to defend title to the Pledged Collateral against all persons and to defend the Pledgee's security interest in the Pledged Collateral and the priority thereof against any Lien. (B) DISPOSITION OF PLEDGED COLLATERAL. Not make or permit to be made any sale, transfer or other disposition of any of the Pledged Collateral or grant any option, warrant or other right or interest with respect to, any of the Pledged Collateral, except with the prior written consent of the Pledgee. (C) NO LIENS. Not make or permit to be made an assignment, pledge or hypothecation of any of the Pledged Collateral or create or permit to exist any Lien upon or with respect to any of the Pledged Collateral other than the security interest of the Pledgee created hereby. (D) COMPLIANCE WITH SECURITIES LAWS. File all reports and other information now or hereafter required to be filed by the Pledgor with the Securities and Exchange Commission (including any Governmental Authority succeeding to any of its principal functions, the "SEC") and any other state, federal or foreign agency in connection with the Pledgor's ownership of the Pledged Shares. PAGE 5 - PLEDGE AGREEMENT

7. FURTHER ASSURANCES. The Pledgor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Pledgee may from time to time request to better assure, preserve, protect and perfect the security interest of the Pledgee in the Pledged Collateral and the rights and remedies of the Pledgee hereunder, including, without limitation, the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of such security interest and the filing of any financing statements or other documents in connection herewith or therewith. Without limiting the generality of the foregoing, the Pledgor further agrees that it shall, concurrently with the execution of this Agreement and at any time and from time to time thereafter (a) procure, execute and deliver to the Pledgee all endorsements, financing statements, assignments and other instruments of transfer requested by the Pledgee, (b) deliver to the Pledgee immediately upon receipt the originals of all Pledged Shares and all certificates, instruments or other writings representing, evidencing or constituting Pledged Collateral, and (c) take all steps reasonably required to maintain the Pledgor's continued performance under the MRUA. The Pledgor agrees that it will use its best efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Pledged Shares within thirty (30) days after the date it has been notified by the Pledgee of the specific inaccuracy of a representation or warranty. 8. REGISTRATION IN NOMINEE NAME; DENOMINATIONS. The Pledgee shall have the right (in its sole and absolute discretion) to hold the Pledged Shares in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Pledgor, endorsed or assigned in blank or in favor of the Pledgee. The Pledgor will promptly give to the Pledgee copies of any material notices or other communications received by it with respect to Pledged Shares registered in the name of the Pledgor. The Pledgee shall at all times have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. 9. VOTING RIGHTS; DIVIDENDS. (A) PRIOR TO THE OCCURRENCE OF AN EVENT OF DEFAULT. So long as no Event of Default shall exist or result therefrom (and, in the case of subparagraph (i) below, so long as written notice has not been given by the Pledgee to the Pledgor): (I) VOTING RIGHTS. The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if, in the judgment of the Pledgee, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof or the interest of the Pledgee therein; and, provided, further, that the Pledgor shall give the Pledgee at least five business days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. (II) DISTRIBUTIONS. The Pledgor shall be entitled to receive and retain any and all dividends or distributions paid in respect of the Pledged Shares, except the following: (A) distributions paid or payable other than in cash in respect of, and instruments and PAGE 6 - PLEDGE AGREEMENT

other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Shares; (B) distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Shares; all of which shall be forthwith delivered to the Pledgee to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith paid over or otherwise delivered to the Pledgee as Pledged Collateral in the same form as so received, together with duly executed instruments of transfer or assignment satisfactory to the Pledgee, as further collateral security for the Secured Obligations. (III) PROXIES, ETC. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to subparagraph (i) above and to receive the dividends or distributions which it is authorized to receive and retain pursuant to subparagraph (ii) above. (B) UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. Upon the occurrence and during the continuance of an Event of Default: (I) VOTING RIGHTS. All rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 9(a)(i) above shall cease upon written notice thereof from the Pledgee, and all such rights shall thereupon become vested in the Pledgee, who shall thereupon have the sole right to exercise such voting and other consensual rights. (II) DISTRIBUTIONS. All rights of the Pledgor to receive the distributions which it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) above shall cease, and all such rights shall thereupon become vested in the Pledgee, who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends. All dividends or distributions which are received by the Pledgor contrary to the provisions of this subparagraph (ii) shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over or otherwise delivered to the Pledgee as Pledged Collateral in the same form as so received, together with duly executed instruments of transfer or assignment satisfactory to the Pledgee, as further collateral security for the Secured Obligations. (III) PROXIES, ETC. In order to permit the Pledgee to exercise the voting and other rights which it may be entitled to exercise pursuant to subparagraph (i) above, and to receive all dividends and distributions which it may be entitled to receive under subparagraph (ii) above, the Pledgor shall, if necessary, upon written notice of the Pledgee, from time to time execute and deliver to the Pledgee appropriate proxies, dividend payment orders and other instruments as the Pledgee may request. PAGE 7 - PLEDGE AGREEMENT

10. APPOINTMENT OF PLEDGEE. So long as any Secured Obligation remains unpaid, the Pledgor does hereby designate and appoint the Pledgee its true and lawful attorney coupled with an interest and with power irrevocable, after an Event of Default has occurred and is continuing, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Pledgee may deem necessary or advisable to accomplish the purposes hereof, including, without limitation, all of the following: (i) receive, endorse and collect all instruments made payable to the Pledgor representing any principal or interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; (ii) perfect or continue perfected, maintain the priority of or provide notice of the Pledgee's security interest in the Pledged Collateral; (iii) execute any and all endorsements, assignments or other documents and instruments necessary to sell, lease, assign, convey or otherwise transfer title in or dispose of the Pledged Collateral; and (iv) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of the Pledgor, which the Pledgee may deem necessary or advisable to maintain, protect, realize upon and preserve the Pledged Collateral and the Pledgee's security interest therein and to accomplish the purposes of this Agreement. The acceptance of this appointment by the Pledgee shall not obligate it to perform any duty, covenant or obligation required to be performed by the Pledgor under or by virtue of the Pledged Collateral or to take any action in connection therewith. All expenses incurred by the Pledgee in connection with exercising any of its rights under this Section shall bear interest at a per annum rate equal to eighteen percent (18%) (the "Default Rate") from the date incurred until repaid by the Pledgor. All amounts described in this Section shall be repayable by the Pledgor on demand and the Pledgor's obligation to make such repayment shall constitute an additional Secured Obligation. 11. NO RESPONSIBILITY FOR CERTAIN ACTIONS. Notwithstanding any provision contained in this Agreement, the Pledgee shall have no responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Pledgee has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve any rights against any third parties with respect to any Pledged Collateral. 12. EVENTS OF DEFAULT. The occurrence of any of the following events shall constitute an "Event of Default": (a) The Pledgor's failure to repay the Prepaid Royalties Balance as required under the terms of the MRUA; (b) any representation or warranty made or deemed made by the Pledgor under or in connection with this Agreement shall prove to have been incorrect in any material respect when made or deemed made; or (c) the Pledgor shall fail to perform or observe any other material covenant, obligation or term of this Agreement. 13. REMEDIES. PAGE 8 - PLEDGE AGREEMENT

(A) GENERAL REMEDIES. If an Event of Default shall occur, and upon the expiration of any applicable notice and cure period under the MRUA, the Pledgee shall have, in addition to all other rights and remedies granted to it in this Agreement, or the MRUA, all rights and remedies of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are asserted) or other laws to the extent applicable, provided, however, that except for specific performance of its rights hereunder, and except for the Pledged Collateral, Clearwire shall not have recourse against the Pledgor or its assets in respect of the Prepaid Royalties Balance. Without limiting the generality of the foregoing, the Pledgor agrees that the Pledgee may: (i) require the Pledgor to assemble all or any part of the Pledged Collateral and make it available to the Pledgee at any place and time designated by the Pledgee; and (ii) subject to the requirements of laws affecting the offering and sale of securities, sell, resell, assign, transfer or otherwise dispose of any or all of the Pledged Collateral at public or private sale or at any broker's board or on any securities exchange, by one or more contracts, in one or more lots or parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Pledgee deems advisable; provided, however, that, except as otherwise required under Section 9A-608 and/or Section 9A-615 of the UCC, the Pledgor shall be credited with the net proceeds of sale only when such proceeds are finally collected by the Pledgee. (B) SALE OF PLEDGED COLLATERAL. Each purchaser at any sale pursuant to this Agreement shall hold the property sold absolutely, free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay and appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee shall be authorized at any such sale to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof. Neither the Pledgee's compliance with the UCC or any other applicable law, in the conduct of any sale made pursuant to this Agreement, nor its disclaimer of any warranties relating to the Pledged Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. The Pledgee shall give the Pledgor ten (10) days' written notice (which the Pledgor agrees is reasonable notice within the meaning of Section 9A-612 of the UCC) of the Pledgee's intention to make any sale of Pledged Collateral. The Pledgee shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. To the fullest extent permitted by applicable laws, the Pledgee may bid for or purchase the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Pledgee from the Pledgor as a credit against the purchase price and the Pledgee, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Pledgee shall be free to carry out such sale pursuant to such PAGE 9 - PLEDGE AGREEMENT

agreement and the Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Pledgee shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. To the fullest extent permitted by applicable laws, any sale pursuant to the provisions of this subsection (b) shall be deemed to conform to the commercially reasonable standards as provided in Section 9A-610(b) of the UCC. (C) WAIVER OF RIGHTS TO PURCHASE. The Pledgor, for itself and its successors and assigns, does hereby irrevocably waive and release all preemptive, first-refusal and other similar rights of the Pledgor to purchase any or all of the Pledged Shares upon any sale thereof by the Pledgee under this Agreement, whether such right to purchase arises under any agreement, by operation of law or otherwise. (D) EXEMPT SALES TRANSACTIONS. The Pledgor recognizes that, by reason of certain provisions contained in the Securities Act of 1933, as from time to time amended (the "Securities Act") and applicable state securities laws, the Pledgee may be compelled, with respect to any sale of all or any part of the Pledged Shares, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for investment, and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and notwithstanding such circumstances, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner. The Pledgee shall be under no obligation to delay the sale of any of the Pledged Shares for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state or foreign government securities laws, even if the Pledgor would agree to do so. If the Pledgee determines to exercise its right to sell any or all of the Pledged Shares, upon written request, the Pledgor shall and shall cause the Companies to, from time to time, furnish to the Pledgee all such information as the Pledgee may request in order to determine the number of shares and other instruments included in the Pledged Shares which may be sold by the Pledgee as exempt transactions under the Securities Act and rules of the SEC thereunder, as the same are from time to time in effect. (E) RETENTION OF PLEDGED COLLATERAL. The Pledgee may, after providing the notices required by Section 9A-505(2) of the UCC or otherwise complying with any requirement of applicable law, accept or retain the Pledged Collateral or any part thereof in satisfaction of the Secured Obligations. Unless and until the Pledgee shall have provided such notices, however, the Pledgee shall not be deemed to have retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason. (F) DUTY OF CARE. Except for the exercise of reasonable care in the custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Pledgee shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. The Pledgee shall be deemed to have exercised reasonable care in the custody and preservation of Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which the Pledgee accords its own similar property. Neither the Pledgee nor any of its affiliates, directors, officers, employees, counsel, agents and PAGE 10 - PLEDGE AGREEMENT

attorneys-in-fact shall be liable for failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of the Pledgor or otherwise. (G) APPLICATION OF PROCEEDS. The cash proceeds actually received from the sale or other disposition or collection of the Pledged Collateral, and any other amounts received in respect of the Pledged Collateral the application of which is not otherwise provided for herein, shall be applied: first to payment of any costs, expenses and fees, including, without limitation, attorneys' fees (including allocated costs of in-house counsel), incurred by the Pledgee in connection with sale or other disposition or collection of Pledged Collateral; second, to payment of any all costs, expenses and fees, including, without limitation, attorneys' fees (including allocated costs of in-house counsel), payable to the Pledgee under this Agreement; third, to payment in full of the Secured Obligations (to the extent not included in clause first or second above); and fourth, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Pledgor or as otherwise required by law. The Pledgee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. The Pledgor shall remain liable to the Pledgee for any deficiency which exists after any sale or other disposition or collection of the Pledged Collateral. 14. CERTAIN WAIVERS. The Pledgor waives, to the fullest extent permitted by applicable laws, (a) any right of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling of the Pledged Collateral or other collateral or security for the Secured Obligations; (b) any right to require the Pledgee (i) to proceed against any person, (ii) to exhaust any other collateral or security for any of the Secured Obligations, (iii) to pursue any remedy in the Pledgee's power, or (iv) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Pledged Collateral; and (c) all claims, damages, and demands against the Pledgee arising out of the repossession, retention, sale or application of the proceeds of any sale of the Pledged Collateral. 15. AMENDMENTS AND WAIVERS. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (in the case of an amendment) by Pledgor and Pledgee or (in the case of a waiver) by the party against whom the waiver is to be effective. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein are cumulative and not exclusive of any right or remedy provided by law. 16. NOTICES. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given or made upon delivery if delivered personally (by courier service or otherwise), as evidenced by written receipt or other written proof of delivery (which may be a printout of the tracking information of a courier service that made such delivery), in each case to the applicable addresses set forth below (or such other address which either party may from time to time specify): PAGE 11 - PLEDGE AGREEMENT

If to Pledgor: Hispanic Information and Telecommunications Network, Inc. 63 Flushing Avenue, Unit 281 Brooklyn, NY 11205 Attention: [***] Fax: [***] With a copy to: Day, Berry & Howard LLP 875 Third Avenue New York, NY 10022 Attention: [***] Fax: [***] RJGLaw LLC 1010 Wayne Avenue, Suite 950 Silver Spring, MD 20910 Attention: [***] Fax: [***] If to Pledgee: Clearwire Corporation 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, WA 98303 Attention: [***] Facsimile: [***] With a copy to: Davis Wright Tremaine LLP 1501 Fourth Avenue 2600 Century Square Seattle, WA 98101 Attention: [***] Facsimile: [***] Pledgor hereby agrees that such notice shall be deemed to meet any requirements of reasonable notice contained in the UCC or other applicable law. 17. COSTS AND EXPENSES. Pledgor and Pledgee shall pay their own costs and expenses incurred by them, including the fees and out-of-pocket expenses of their own legal counsel, in connection with the preparation, negotiation and filing of this Agreement. Pledgor shall pay to Pledgee or its agents on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to Pledgee or its agents, whether internal or external and whether retained for advice, for litigation or for any other purpose) incurred by Pledgee or its agents either directly or indirectly in connection with endeavoring to (a) collect any amount owing pursuant to this Agreement, or negotiate or document a workout or restructuring; (b) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (c) preserve or exercise any right or remedy of Pledgee or its agents pursuant to [*** Confidential Treatment Requested] PAGE 12 - PLEDGE AGREEMENT

this Agreement. All such amounts shall be repayable by the Pledgor on demand and shall bear interest at the Default Rate until repaid, and the Pledgor's obligation to make such repayment shall constitute an additional Secured Obligation. 18. SURVIVAL OF COVENANTS. All covenants, agreements, representations and warranties made by Pledgor hereunder shall survive the execution and delivery of this Agreement and the Pledged Shares hereunder. 19. SEVERABILITY. The unenforceability or invalidity of any provision or provisions of this Agreement shall not render any other provision or provisions hereof or thereof unenforceable or invalid. 20. ADDITIONAL DOCUMENTS. Pledgor shall at Pledgee's request, from time to time, at Pledgor's sole cost and expense, execute, re-execute, deliver and redeliver any and all documents, and do and perform such other and further acts, as may reasonably be required by Pledgee to enable Pledgee to perfect, preserve, and protect its security interest in the Pledged Collateral and its rights and remedies under this Agreement or granted by law and to carry out and effect the intents and purposes of this Agreement. 21. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors heirs, executors and permitted assigns. This Agreement may not be assigned by Pledgor. Pledgee may transfer or assign the MRUA or this Agreement to any of its affiliates. 22. COUNTERPARTS. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 23. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Washington, without reference to the choice of law principles thereof. PLEDGOR IRREVOCABLY AGREES THAT, SUBJECT TO PLEDGEE'S SOLE AND ABSOLUTE DISCRETION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER DOCUMENTS OR THE LOAN RELATED HERETO SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE COUNTY OF KING, STATE OF WASHINGTON. PLEDGOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SUCH COUNTY AND STATE. PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST PLEDGOR BY PLEDGEE IN ACCORDANCE WITH THIS SECTION. 24. WAIVER OF JURY TRIAL. PLEDGOR AND PLEDGEE HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY PLEDGOR AND PLEDGEE MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO. PLEDGOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF PLEDGEE HAS REPRESENTED, EXPRESSLY OR PAGE 13 - PLEDGE AGREEMENT

OTHERWISE, THAT PLEDGEE WELL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. PLEDGOR ACKNOWLEDGES THAT PLEDGEE HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 25. NO INCONSISTENT REQUIREMENTS. The Pledgor acknowledges that this Agreement and the other documents may contain covenants and other terms and provisions variously stated regarding the same or similar matters, and agrees that all such covenants, terms and provisions are cumulative and all shall be performed and satisfied in accordance with their respective terms. 26. CONFIDENTIALITY. This Agreement is confidential and is subject to the terms of the other written agreements between the Pledgor and the Pledgee relating to confidentiality. [Remainder of Page Intentionally Left Blank] PAGE 14 - PLEDGE AGREEMENT

IN WITNESS WHEREOF, the Pledgor and Pledgee have caused this Agreement to be executed by their respective officers or agents thereunto duly authorized as of the date first above written. PLEDGOR: Hispanic Information and Telecommunications Network, Inc. By: /s/ Jose Luis Rodriguez ------------------------------------ Name: Jose Luis Rodriguez Title: President and CEO PLEDGEE: Clearwire Corporation By: /s/ R. Gerard Salemme ------------------------------------ Name: R. Gerard Salemme Title: Executive VP PAGE 15 - PLEDGE AGREEMENT

EXHIBIT IV

OFFICER'S CERTIFICATE OF CLEARWIRE SPECTRUM HOLDINGS II LLC This OFFICER'S CERTIFICATE (the "Certificate") is provided pursuant to the Master Royalty and Use Agreement (the "Agreement") dated as of September 20, 2006, by and between Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("Clearwire"), and Hispanic Information and Telecommunications Network, Inc. The undersigned hereby certifies that he is duly authorized to execute and deliver this Certificate on behalf of Clearwire, and further certifies as follows: Attached as Exhibit A is a true, complete and correct copy of the Resolutions of the Members of Clearwire authorizing the execution, delivery, and performance of the Agreement and other agreements referred to in the Agreement, which Resolutions have not been amended, superseded or otherwise modified as of the date of this Certificate. The individual named below (i) is the officer duly authorized to execute the Agreement on behalf of Clearwire, (ii) has been duly elected to the office of Clearwire set forth opposite his name, (iii) is duly qualified and acting as such officer of Clearwire on the date hereof, and (iv) the signature appearing opposite his name is his genuine signature. <TABLE> Name Office Signature ---- ------ --------- <S> <C> <C> </TABLE> IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date set forth below. CLEARWIRE SPECTRUM HOLDINGS II LLC Date: By: ------------------------ ------------------------------------ Name: ---------------------------------- Title: ---------------------------------

EXHIBIT A

EXHIBIT V

OFFICER'S CERTIFICATE OF HISPANIC INFORMATION AND TELECOMMUNICATIONS NETWORK, INC. This OFFICER'S CERTIFICATE (the "Certificate") is provided pursuant to the Master Royalty and Use Agreement (the "Agreement") dated as of September 20, 2006, by and between Clearwire Spectrum Holdings II LLC, a Nevada limited liability company and Hispanic Information and Telecommunications Network, Inc. ("HITN"). The undersigned hereby certifies that he is duly authorized to execute and deliver this Certificate on behalf of HITN, and further certifies as follows: Attached as Exhibit A is a true, complete and correct copy of the Resolutions of the Board of Directors of HITN authorizing the execution, delivery, and performance of the Agreement and other agreements referred to in the Agreement, which Resolutions have not been amended, superseded or otherwise modified as of the date of this Certificate. The individual named below (i) is the officer duly authorized to execute the Agreement on behalf of HITN, (ii) has been duty elected to me office of HITN set forth opposite his name, (iii) is duly qualified and acting as such officer of HITN on the date hereof, and (iv) the signature appearing opposite his name is his genuine signature. <TABLE> Name Office Signature ---- ------ --------- <S> <C> <C> </TABLE> IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date set forth below. HISPANIC INFORMATION AND TELECOMMUNICATIONS NETWORK, INC. Date: By: ------------------------ ------------------------------------ Name: ---------------------------------- Title: ---------------------------------

EXHIBIT A

Exhibit 10.61 ================================================================================ MEMBERSHIP INTEREST PURCHASE AGREEMENT between JAMES K. BAUMANN ROXANE L.GOOGIN, ELIZABETH NEUSTADT, AS CUSTODIAN FOR RACHEL NEUSTADT, MARTIN A. RUBIN, JAMES H. WIESENBERG and CLEARWIRE SPECTRUM HOLDINGS II LLC Dated as of August 9, 2006 ================================================================================

TABLE OF CONTENTS <TABLE> <CAPTION> PAGE ---- <S> <C> ARTICLE 1 DEFINITIONS ................................................... 1 ARTICLE 2 PURCHASE AND SALE OF INTERESTS ................................ 6 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLERS ..................... 8 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER ................... 17 ARTICLE 5 COVENANTS AND OTHER AGREEMENTS ................................ 19 ARTICLE 6 CONDITIONS TO CLOSING ......................................... 24 ARTICLE 7 TERMINATION ................................................... 25 ARTICLE 8 SURVIVAL AND REMEDIES ......................................... 27 ARTICLE 9 MISCELLANEOUS ................................................. 32 LICENSEE ................................................................ 39 MARKET .................................................................. 39 CALL SIGN & CHANNELS .................................................... 39 LICENSE TERM ............................................................ 39 </TABLE> EXHIBIT A Form of Escrow Agreement EXHIBIT B Form of Assignment of LLC Interest i

MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of August 9, 2006 (the "Effective Date"), is among James K. Baumann, Roxane I. Googin, Elizabeth Neustadt as custodian for Rachel Neustadt, Martin A. Rubin and James H. Wiesenberg (each a "Seller" and collectively the "Sellers"), Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("Purchaser"), and Clearwire Corporation, a Delaware corporation ("Clearwire"), the parent corporation of Purchaser, for the limited purpose of its obligations in Article 2, making its representations and warranties in Section 4.2, and the provisions of Articles 6, 7 and 9. All Sellers, Clearwire and Purchaser may be referred to herein collectively as "Parties;" any one of Purchaser, Clearwire or a Seller may be referred to herein individually as a "Party;" and Purchaser and Clearwire may be referred to collectively herein as the "Clearwire Parties." RECITALS A. The Sellers own one hundred percent (100%) of the limited liability company interests (the "Interests") of [***] a Delaware limited liability company (the "Company"); B. Sellers desire to sell to Purchaser, and Purchaser desires to purchase from Sellers, the Interests for the purchase price and upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, conditions and agreements hereinafter set forth, Purchaser, Clearwire and each Seller, severally and not jointly, agree as follows: ARTICLE 1 DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth or referenced below: "Accredited Investor" means as this term is defined in Rule 501(a) of Regulation D as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, alone or through one or more intermediaries, controls, is controlled by or is under common control with that Person; provided that no Seller shall be deemed to be an Affiliate of any other Seller based upon his or her ownership of a share of the Interests or other relationship with the Company. For purposes of this definition, "control" (including the terms "controlling" and "controlled") means the power to direct or cause the direction of the management and policies of a Person, directly or indirectly, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. [*** Confidential Treatment Requested] 1

"Agreement" means this Membership Interest Purchase Agreement and all Exhibits and Schedules hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. "Amended and Restated Stockholders Agreement" means the Amended and Restated Stockholders Agreement, dated March 16, 2004, by and among Clearwire and Clearwire's stockholders. "Assets" is defined in Section 3.8. "Benefit Plan" is defined in Section 3.15. "Bereny" is defined in Section 2.3(b). "BRS" means Broadband Radio Service, formerly known as MDS. "Business Day" means any day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business in Seattle, Washington. "Channels" means the BRS channels licensed under a License. "Claim" is defined in Section 8.5(a). "Clearwire" is defined in the preamble. "Clearwire Certificate" is defined in Section 2.3(e). "Clearwire Parties" is defined in the preamble. "Clearwire Stock" is defined in Section 2.3(c). "Closing" is defined in Section 2.5. "Closing Date" is defined in Section 2.5. "Company" is defined in Recital A. "Confidential Information" means any and all information regarding the business, finances, operations, products, services and customers of the Purchaser and its Affiliates, in written or oral form or in any other medium. "Consents" means all consents and approvals of Governmental Authorities or other third parties necessary to authorize, approve or permit the Parties hereto to consummate the Transactions. "Contract" is defined in Section 3.9. 2

"Current Clearwire Price" shall be defined as the lower of (i) Six Dollars ($6.00) per share; (ii) the value per share of Clearwire Stock as determined by the board of directors of Clearwire Corporation from time to time, as in effect on the Closing Date; (iii) the price per share of Clearwire Stock in the then most recently completed funding round of Clearwire Corporation in which Eight Million (8,000,000) or more shares were sold or, if such funding round did not include common stock but did include preferred stock or other convertible securities, the price per share of common stock, based on converting such preferred stock or other convertible securities to common stock pursuant to the applicable conversion rights; and (iv) if Clearwire Stock is then listed on a national securities exchange or on the Nasdaq Stock Market, then the average closing price of the Clearwire Stock on such national securities exchange or on the Nasdaq Stock Market for each trading day during the ten (10) calendar days immediately preceding the Closing Date; in the case of each of items (i) through (iv) subject to appropriate adjustment in the event of a stock split, stock dividends, other distribution or recapitalization of Clearwire Stock between the Effective Date and the time of Closing. "Damages" means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person (including any Party), and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, reasonable consultants' fees, and reasonable attorneys' fees and costs, of every kind and description, contingent or otherwise. "Disclosure Memorandum" means that certain Confidential Private Placement Memorandum of Clearwire dated June 23, 2006, as updated by that certain Supplement to Confidential Private Placement Memorandum dated June 30, 2006. "Down Payment Advance" is defined in Section 2.3(a). "EBS" means Educational Broadband Service, formerly know as ITFS. "Effective Date" is defined in the preamble. "Employee" is defined in Section 3.15. "Escrow Agreement" is defined in Section 2.2. "Exchange Act" is defined in Section 3.17. "FCC" means the Federal Communications Commission or any successor agency thereto. "FCC Application" is defined in Section 5.6. "FCC Rules" means Title 47 of the Code of Federal Regulations, as amended at any time and from time to time, and FCC decisions, published policies, reports and orders issued pursuant to the adoption of such regulations. 3

"Final Order" means an action or decision of the FCC as to which (i) no request for a stay or similar request is pending, no stay is in effect, the action or decision has not been vacated, reversed, set aside, annulled or suspended and any deadline for filing such request that may be designated by statute or regulation has passed, (ii) no petition for rehearing or reconsideration or application for review is pending and the time for the filing of any such petition or application has passed, (iii) the FCC does not have the action or decision under reconsideration on its own motion and the time designated by statute or rale within which it may effect such reconsideration has passed, and (iv) no appeal is pending including other administrative or judicial review, or in effect and any deadline for filing any such appeal that may be designated by statute or rule has passed. "Governmental Authority" means a Federal, state or local court, legislature, governmental agency (including the United States Department of Justice), commission or regulatory or administrative authority or instrumentality. "Holdback Amount" means Seven Hundred Thousand Dollars ($700,000) in cash. "Holdback Period" means the period commencing on the Closing Date and ending on the first (1st) anniversary of the Closing Date. "Interests" is defined in Recital A. "Intellectual Property Rights" is defined in Section 3.12. "Knowledge", as regards any entity, means the actual knowledge of fact of that entity, which includes that of managing members in that entity, if the Party is a limited liability company, and, in each case, excludes knowledge based upon opinion. "Law" means applicable common law and any statute, ordinance, code or other law, rule, permit, permit condition, regulation, order, decree, technical or other standard, requirement or procedure enacted, adopted, promulgated, applied or followed by any Governmental Authority. "Legal Proceeding" shall mean any action, suit, litigation, arbitration proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving any court or other Governmental Authority or any arbitrator or arbitration panel, but excluding rule makings and legislation of general applicability and market transitions of BRS and EBS spectrum. "Licenses" is defined in Section 3.7. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, right of first refusal or right of others therein, or encumbrance of any nature whatsoever in respect of such asset other than (1) liens for taxes not yet due and payable (for which Sellers shall be responsible) and (2) rights and restrictions imposed by FCC Rules or the Communications Act of 1934, as amended. 4

"Party" or "Parties" is defined in the preamble. "Permits" is defined in Section 3.16. "Person" means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, Governmental Authority, cooperative, association, other entity, or individual, and the heirs, executors, administrators, legal representatives, successors, and assigns of such person as the context may require. "Pre-Closing Tax Period" is defined in Section 8.4. "Purchase Price" is defined in Section 2.3. "Purchaser" is defined in the preamble. "Purchaser Indemnified Parties" is defined in Section 8.2. "Reasonable Efforts" means the efforts that a reasonably prudent person or entity desirous of achieving a result would use in similar circumstances to ensure that such result is achieved lawfully; provided, however, that an obligation to use Reasonable Efforts under this Agreement does not require the Party subject to that obligation to take actions or incur costs that would result in a materially adverse change in the benefits such Party expects to realize from this Agreement "Registration Rights Agreement" means the Registration Rights Agreement, dated March 16, 2004, as amended, by and among Clearwire and Clearwire's stockholders. "Regulation S" means Regulation S under the Securities Act. "Reservation Claims" is defined in Section 8.6(d). "Securities Act" means the Securities Act of 1933, as amended. "Sellers" is defined in the preamble. "Seller Indemnified Parties" is defined in Section 8.3. "Seller Material Adverse Effect" means any material adverse change having, or any event or condition which has had, or could reasonably be expected to have, a material adverse effect on the ability of Sellers to consummate the Transactions or on the Assets (other than a FCC Rule change affecting BRS channel 2 authorizations generally). "Solvent" is defined in Section 3.18. "Straddle Period" is defined in Section 8.4. "Subsidiary" means any Person of which a majority of the outstanding voting securities or other voting equity interests are owned, directly or indirectly, by the Company. 5

"Tax" or "Taxes" means any 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 and franchise taxes, estimated taxes, withholding, employment, social security, workers compensation, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes, or other governmental charges of any nature whatsoever, imposed by any Taxing Authority of any government or country or political subdivision 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 or as a transferee or successor. "Tax Return" means any report, return, statement, estimate, declaration, notice, form or other information required to be supplied to a Taxing Authority in connection with Taxes. "Taxing Authority" shall mean the Internal Revenue Service and any other Governmental Authority responsible for the administration of any Tax. "Towers" means any towers or other "antenna structures" as defined by the FCC in Part 17 of the FCC Rules. "Transactions" means the transactions contemplated by this Agreement. "Updated Clearwire Certificate" is defined in Section 2.3(e). ARTICLE 2 PURCHASE AND SALE OF INTERESTS Section 2.1 Purchase and Sale. On the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to Purchaser free and clear of all Liens, and Purchaser shall purchase from such Seller, the portion of the Interests owned by that Seller. The obligation of the Sellers under the preceding sentence of this Section 2.1 is several and not joint. Section 2.2 Purchase Price. The aggregate purchase price (the "Purchase Price") for the Interests shall be an amount equal to [***] provided, however, that on the Closing Date to the extent the Company has any liabilities that are not being paid off at Closing (and evidence provided to Purchaser of such pay-offs), excluding liabilities arising under the Licenses after Closing and the Transition Liability (as defined below), the Purchase Price shall be adjusted downwards in an amount equal to the amount of such outstanding liabilities. Section 2.3 Payment of Purchase Price. (a) Purchaser shall advance to Sellers a portion of the Purchase Price equal to [***] "Down Payment Advance" payable by wire transfer to one or more accounts specified by Sellers, upon the later of (i) receipt by Purchaser of a completed IRS Form W-8 or W-9 from [*** Confidential Treatment Requested] 6

each of the Sellers and (ii) five (5) Business Days following the full execution of this Agreement. The Down Payment Advance shall be applied against the Purchase Price dollar-for-dollar at the Closing. The Down Payment Advance shall be non-refundable except as specifically provided in Section 7.2(a). (b) At the Closing, pursuant to the Escrow Agreement by and between Purchaser and Sellers, the form of which is attached hereto as Exhibit A (the "Escrow Agreement") Purchaser shall deposit the Holdback Amount for the Holdback Period to cover Claims pursuant to Section 8.6. (c) At the Closing, Purchaser shall pay Sellers and, on behalf of and at the direction of Sellers, Matthew S. Bereny as broker for Sellers ("Bereny"), an aggregate amount of [***] of the Purchase price, or, if the Down Payment Advance is not paid, [***] of the Purchase Price, in immediately available funds via wire transfer to accounts-designated by Sellers and Bereny. The portion of such aggregate amount payable to any one of the Sellers or Bereny shall be equal to the product of (i) the decimal shown opposite such person's name in the table in Section 2.3(d) and (ii) such aggregate amount (d) At the Closing, Clearwire shall issue to each person shown on the following table such number of shares of Clearwire's Class A Common Stock(including any different class of stock as to which existing Class A shares may have been converted "Clearwire Stock") as equals the quotient obtained by dividing (A)the product of (i) the decimal shown opposite such person's name in the table and (ii) [***] by(B) [***] Table <TABLE> <S> <C> James K. Baumann 0.12350 Matthew S. Bereny 0.02500 Roxane I. Googin 0.25175 Elizabeth Neustadt, as Custodian for 0.25175 Rachel Neustadt Martin A. Rubin 0.04750 James H. Wiesenberg 0.30050 </TABLE> If at the time of Closing, Bereny or any Seller is not an Accredited Investor, then the portion of the Purchase Price payable to Bereny or such Seller, as applicable, shall be payable in all cash in immediately available funds via wire transfer to an account designated by Bereny or such Seller, as applicable. The number of shares of the Clearwire Stock shall be adjusted, if necessary to account for any stock split, cash dividend, stock dividend, or other distribution or recapitalization in respect of Clearwire's issued and outstanding stock between now and the Closing. No fractional shares of Class A Common Stock shall be issued pursuant to this Section 2.3. [*** Confidential Treatment Requested] 7

(e) In the event the Current Clearwire Price falls below $6.00 per share: (i) Clearwire shall deliver to Sellers a certificate of Clearwire executed by an officer of Clearwire, certifying as to the Current Clearwire Price, which certificate shall be delivered to Sellers no later than ten (10) days prior to Closing (the "Clearwire Certificate") and (ii) each Seller may elect to receive his or her portion of Four Million Two Hundred Thousand Dollars in immediately available funds rather than shares of Clearwire Stock, which such election must be delivered in writing to Clearwire at least two (2) days prior to the Closing Date, and in the absence of such election, such Seller shall be deemed to have elected to receive Clearwire Stock at $6.00 per share. In the event that the Current Clearwire Price changes between the date Clearwire delivers the Clearwire Certificate to the Sellers and the Closing Date, Clearwire shall deliver to Sellers an updated Clearwire Certificate, certifying as to the Current Clearwire Price (an "Updated Clearwire Certificate"). If Clearwire delivers an Updated Clearwire Certificate to Sellers within four (4) days of the Closing Date, the Closing Date shall be postponed to the first business day that is four (4) more days after the delivery of the Updated Clearwire Certificate, unless the Parties shall agree otherwise. Section 2.4 Federal Income Tax Treatment; Purchase Price Allocation. The Parties acknowledge that pursuant to Revenue Ruling 99-6, the transaction contemplated by this Agreement will be treated for Federal income tax purposes as (a) a sale of membership interests in the Company from the Sellers' perspective and (b) a purchase of all of the Assets (as defined below) by Purchaser for purposes of establishing Purchaser's tax basis and holding period in the Assets. The Parties further acknowledge and agree that for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended, and applicable regulations, for purposes of calculating Purchaser's basis in the Assets and the character of the gain recognized by Sellers on the sale of the Interests, the entire Purchase Price shall be allocated to the Licenses, which constitute Class VI assets. Section 2.5 Closing. Upon the terms and subject to the conditions hereof, the closing of the sale of the Interests (the "Closing") shall take place at the offices of Davis, Wright Tremaine LLP, in Washington, DC, within five (5) Business Days following the date on which the last condition under ARTICLE 6 has been satisfied or waived (the 'Target Closing Date"), or at such other time and place as the Parties may mutually agree; provided, however, the Sellers may extend the date of Closing to January 3, 2007 by written notice to Purchaser delivered before the Target Closing Date in the event that the Target Closing Date would precede January 3, 2007. The date on which Closing occurs is called the "Closing Date." ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLERS Each Seller hereby severally, and not jointly, represents and warrants to Purchaser as follows; it being understood that a representation and warranty as to Sellers or the Interests shall be limited to a representation and warranty of such Seller as to his or her self or his or her share of the Interests, and not as to any other Seller or the share of the Interests of any other Seller even though a representation and warranty may apply on its face to all Sellers or the entire Interests: 8

Section 3.1 Organization; Good Standing. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now conducted. The Company is duly qualified or authorized to do business as a foreign company and is in good standing under the laws of each state in which it conducts business. Section 3.1 of the Disclosure Schedule sets forth all of the jurisdictions in which the Company conducts business. Section 3.2 Authorization; Enforceability. Such Seller has all requisite power and authority to execute and deliver this Agreement and each other agreement, document or instrument or certificate contemplated by this Agreement to be signed by such Seller and to consummate the Transactions. This Agreement has been duly executed and delivered by such Seller and is a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to general equity principles and FCC Consent. Section 3.3 No Conflicts or Consents. Neither the execution, delivery and performance by such Seller of this Agreement, nor the consummation of the Transactions by such Seller, will (i) conflict with, or result in the breach of, any provision of the certificate of formation or limited liability company agreement of the Company; (ii) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default by such Seller, the Company or any of their respective Affiliates, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (x) any Law or license (subject to receipt of Consent of the FCC) or (y) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company, such Seller or any of the Assets; (iii) require any Consent, other than the Consent of the FCC; or (iv) violate any Law by which such Seller or the Company is bound. Section 3.4 Capitalization. (a) Such Seller owns the share of the Interests set forth opposite his or her name on Section 3.4 of the Disclosure Schedule. Such Seller owns his or her respective share of the Interests free and clear of all Liens. All the outstanding Interests are duly authorized and validly issued and were not issued in violation of any preemptive rights. With respect to the Company, there are no: (a) other equity interests in the Company; (b) outstanding or authorized option, warrant, right, call or commitment relating to the equity interests in the Company, nor any outstanding securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from it, any equity interests in the Company; (c) outstanding obligations of the Company to repurchase, redeem or otherwise acquire any equity interests in the Company; (d) authorized or outstanding membership interest or unit appreciation plan (or similar plan), profit participation or similar rights with respect to the Company; (e) voting trusts, proxies or other 9

agreements among holders of equity interests in the Company; and (f) preemptive or other subscription rights with respect to any other equity interests of the Company. (b) Section 3.4 of the Disclosure Schedule contains a list of all distributions made by the Company during 2006 in respect of the Interests of the Company through the date hereof. Section 3.5 Subsidiaries. The Company has no Subsidiaries. Section 3.6 Absence of Undisclosed Liabilities. Except as disclosed on Section 3.6 of the Disclosure Schedule and liabilities arising under the Licenses, the Company does not have any liabilities or obligations (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due). Section 3.7 FCC Matters. (a) The Company validly holds the Licenses, permits and authorizations set forth on Section 3.7 of the Disclosure Schedule. Section 3.7 of the Disclosure Schedule sets forth a true and correct list of the licenses granted by the FCC authorizing the Company (the "Licenses") to construct and operate BRS Channels in the markets listed therein. True and complete copies of the Licenses have been delivered to Purchaser. There is no condition outside of the ordinary course imposed on any of the Licenses by the FCC except those that are either set forth on the face of the Licenses, as issued by the FCC, or contained in the FCC Rules applicable generally to incumbent BRS licenses. The applications listed on Section 3.7 of the Disclosure Schedule are all of the applications that are now pending at the FCC for the modification or renewal of the Licenses or otherwise filed by the Company. No Person other than the Company has any right, interest or claim in or to the Licenses. The Licenses have been granted to the Company by Final Order and are in full force and effect. (b) Excluding proceedings of general applicability and the market transition of BRS and EBS spectrum (a "Transition"), there is not pending or, to the Knowledge of such Seller, threatened against the Company or the Licenses any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any of the Licenses, (ii) seeks the imposition of any modification or amendment with respect to any of the licenses, (iii) which would adversely affect the ability of such Seller to consummate the Transactions or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the Licenses. To such Seller's Knowledge and excluding proceedings of general applicability and any Transition, there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. There is no unsatisfied adverse FCC order or 10

ruling outstanding against such Seller or any of the Licenses. Such Seller is not a party to any complaint or proceeding at the FCC regarding any of the Licenses. (c) Except as described in Section 3.7(c) of the Disclosure Schedule, the Company has not agreed to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the Licenses and/or Channels, and no such licensees, permittees or applicants have agreed to accept electromagnetic interference from the Company with respect to their respective facilities. (d) The Company is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a Seller Material Adverse Effect. Since acquiring the Licenses, the Company has complied in all material respects with FCC Rules applicable to the Licenses, including without limitation the Communications Act of 1934, as amended. Since the issuance of the Licenses, the Company has complied in all material respects with all of the terms and conditions of the Licenses. The Licenses are free and clear of all Liens and are unimpaired by any acts or omissions of the Company, its agents, assignees and licensees. Except as set forth in Section 3.7(c) of the Disclosure Schedule, all material documents required to be filed at any time by the Company with the FCC with respect to the Licenses have been timely filed or the time period for such filing has not lapsed. All such documents filed since the date that the Licenses were issued to the Company are correct in all material respects. All amounts owed to the FCC in connection with the Licenses have been timely paid. (e) The facilities subject to the Licenses for which certification of completion of construction has been filed with the FCC are not operating. None of the facilities subject to the Licenses is (a) authorized pursuant to an authorization which is presently subject to challenge before the FCC or any court of competent jurisdiction or (b) subject to any lease, sublease or any agreement to make it available to a third party. None of the facilities subject to the Licenses are operating pursuant to special temporary or developmental authority. (f) The Company does not lease any Towers for the market area covered by the Licenses. Section 3.8 Title to Assets; Condition of Assets. As of the Closing Date, the Company shall have no assets other than the Licenses and the books and records of the Company (collectively, the "Assets"). Section 3.9 Contracts. Sellers have disclosed on Section 3.9 of the Disclosure Schedule any indenture, mortgage, guaranty, lease, license or other contract, agreement or understanding, written or oral to which the Company is a party (each a "Contract"). Each of the Contracts will be terminated or assigned to the Sellers in advance of Closing. No Contract, or any of them, requires the consent of a party thereto in order to be effectively terminated or assigned to Sellers on or prior to Closing. Neither the Company nor, to the 11

Knowledge of such Seller, any other party to any of the Contracts has failed to comply with or is in material breach or material default thereunder. Except as set forth on Section 3.9 of the Disclosure Schedule, to the Knowledge of such Seller, no condition exists or event has occurred and is continuing as of the date hereof and the Closing which, with or without the lapse of time or the giving of notice, or both, would constitute a material default by any party under any Contract or give rise to any Lien or right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration against the Company under any such Contract. Other than as described in Section 3.9 of the Disclosure Schedule, none of such Contracts are with any Person that is an officer, manager, member (or any family member of such Person) or Affiliate of Sellers. Section 3.10 Taxes. (a) The Company has timely filed all Tax Returns that it was required to file under applicable laws and regulations. All such Tax Returns are true, correct, accurate and complete in all material respects. The Company has paid all Taxes which have been imposed upon the Company or upon any of the assets, income or franchises of the Company (whether or not shown on any Tax Return). No claim has ever been made by any Taxing Authority in a jurisdiction where the Company does not file Tax Returns, but the Company is or may be subject to taxation by that jurisdiction. There exists no proposed tax assessment against the Company. The Tax Returns of the Company have never been audited by a Taxing Authority and the Company has received no notice of any such audit. The Company has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. There are no Liens for Taxes upon any of the Company's assets. (b) The Company has withheld and paid over to the appropriate Taxing Authority all Taxes required to have been withheld and paid over in connection with any amounts paid or owing to any employee, independent contractor, creditor, member, or other third party. (c) The Company has at all times been treated and properly classified as a partnership for federal income tax purposes, and has never filed, or had filed on its behalf, any election to be treated as an association taxable as a corporation for federal income tax purposes. (d) Sellers have delivered to Purchaser true, complete and correct copies of the Tax Returns for the Company for the tax years 2003, 2004 and 2005. 12

Section 3.11 Litigation. Except as set forth on Section 3.11 of the Disclosure Schedule and excluding investigations not revealed to the Company or any Seller, there is no Legal Proceeding now in progress or pending or threatened against the Company, such Seller, the Assets or the business of the Company, nor to the Knowledge of such Seller does there exist any basis therefore. The Company is not subject to any order, writ, injunction or decree of any court or any federal, state, municipal or other domestic or foreign Governmental Authority. Section 3.12 Intellectual Property. The Company does not own or possess any patents, trademarks, service marks, trade names, copyrights, trade secrets, information and other proprietary rights and processes (collectively "Intellectual Property Rights"). Section 3.13 Books and Records. The records of the Company are materially true but may not reflect all meetings of and resolutions of, or written consents by, the members or managers (or committee thereof) since the day of company formation. The books and records of the Company accurately reflect the assets, liabilities, business, financial condition and results of operations of the Company. All books and records of the Company have been made available, or will be delivered prior to Closing, to Purchaser. Section 3.14 Employees. The Company (a) currently has no employees, (b) shall have no employees as of the Closing Date, and (c) and shall have satisfied all obligations owed to its employees, including, without limitation, for any wages, salaries, commissions, bonuses or other direct compensation for any services performed as of the Closing Date or amounts required to be reimbursed by them by the Closing Date. There are no plans, arrangements or agreements pursuant to which any employee or other Person may be entitled to any compensation or payment based upon or as a result of the Transactions other than as described in Section 3.20 of the Disclosure Schedule. The Company has been at all times in compliance in all material respects with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, labor, terms and conditions of employment and wages and hours. The Company is not bound by or subject to (and none of its assets or properties are bound by or subject to any written or oral, express or implied, commitment or arrangement with any employee. Section 3.15 Employee Benefit Plans. (a) The Company does not have and never has had a plan, program or policy providing for compensation, severance, termination pay, performance awards, equity or equity-related awards, fringe benefits or other material employee benefits of any kind, whether formal or informal, funded or unfunded, written or oral and whether or not legally binding, which is now or has ever been sponsored, maintained, contributed to or required to be contributed to by the Company or pursuant to which the Company has any liability, contingent or otherwise, including, but not limited to, any "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (each a "Benefit Plan"). The Company does not sponsor, maintain, contribute to, nor is required to contribute to, nor has the Company ever sponsored, maintained, contributed to or been required to contribute to, or incurred or could incur any 13

liability to any Benefit Plan which provides, or has any liability to provide, life insurance, medical, severance or other employee welfare benefits to any current, former or retired employee, officer, consultant, independent contractor, agent or director of the Company upon his or her retirement or termination of employment, except as required by Code Section 4980B. The Company does not have any plan or commitment, whether legally binding or not, to establish any new Benefit Plan, or to modify or terminate any Benefit Plan. (b) The Company is not nor ever has been (i) a member of a "controlled group of corporations," under "common control" or a member of an "affiliated service group" within the meaning of Code Sections 414(b), (c) or (m), (ii) required to be aggregated under Code Section 414(o), or (iii) under "common control," within the meaning of Section 4001(a)(14) of ERISA, or any regulations promulgated or proposed under any of the foregoing Sections, in each case with any entity other than the Company. Section 3.16 Compliance with Laws; Permits. Except as provided on Section 3.16 of the Disclosure Schedule, the Company (a) has complied in all respects with all Laws applicable to it and its business other than where noncompliance would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect and (b) has all federal, state, local and foreign governmental permits, authorizations, approvals, licenses, certificates or consents ("Permits") necessary in the conduct of its business as currently conducted and to own and use its assets in the manner in which such assets are currently owned and used other than where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect, such Permits are in full force and effect, no violations have been recorded in respect of any such Permit except as stated Section 3.7(c) of the Disclosure Schedule, and no proceeding is pending or threatened to revoke or limit any such Permit. Section 3.16 of the Disclosure Schedule sets form a list of all material Permits and the expiration dates thereof. Section 3.17 Absence of Changes. Except as set forth on Section 3.17 of the Disclosure Schedule, since December 31, 2005, the Company has conducted its business in the ordinary course and there has not been (a) any material adverse change having, or any event or condition which has had, or could reasonably be expected to have, a Seller Material Adverse Effect; (b) any waiver of any valuable right of the Company, the cancellation of any valuable right of the Company, or the cancellation of any material debt or claim held by the Company; (c) any payment or declaration of dividends on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any securities of the Company; (d) any issuance of any stock, bonds or other securities of the Company or any split, combination or reclassification of the Company's membership interests; (e) any sale, assignment or transfer of any tangible or intangible assets of the Company, except in the ordinary course of business, and assets which are not, individually or in the aggregate, material; (f) any loan by the Company to any officer, manager or member of the Company (other than advances to such persons in the ordinary course of business in connection with travel and travel related expenses); (g) any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Assets; (h) any change in the accounting or Tax methods, practices or policies or in any Tax election of the Company: (i) any indebtedness incurred for borrowed money other than in the ordinary course of 14

business; (j) any amendment to or termination of any material agreement to which the Company is a party (other than amendments to or terminations of agreements pursuant to or contemplated by this Agreement); (k) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business; (1) any material change in any compensation arrangement or agreement with any employee, officer, manager or member the Company, (m) any mortgage, pledge, transfer of a security interest in, or Lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; or (n) any agreement or commitment (contingent or otherwise) to do any of the foregoing. Section 3.18 Solvency. Such Seller and the Company are Solvent. For purposes of this Agreement, "Solvent" means as to such Seller and the Company that (a) the fair value of such Party's property is greater than the amount of its liabilities (whether subordinated, contingent, unmatured, unliquidated or otherwise); (b) the present fair saleable value of such Party's property is not less than the amount that will be required to pay the probable liability of such Party on its debts as they become absolute and matured; (c) such Party is able to realize upon his or its property and pay its debts and other liabilities as they mature in the normal course of business; (d) such Party docs not intend to, and does not believe that will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (e) such Party is not engaged in business or a transaction for which its property would constitute unreasonably small capital. Section 3.19 Related Party Transactions. Section 3.19 of the Disclosure Schedule sets forth all obligations and transactions (i) between the Company and the Company's Affiliates, and (ii) between the Company and any of the officers, managers, equity holders or employees, or any of the affiliates or associates (each term as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act")') of the Company. Except as set forth on Section 3.19 of the Disclosure Schedule, no officer or manager of the Company or any parent, child or spouse of any of such persons, or any trust, partnership or corporation in which any of such persons has or has had an interest) has or has had, directly or indirectly, (x) any interest or involvement in any entity which furnished or sold, or furnishes or sells, services or products which the Company furnishes or sells, or proposes to furnish or sell, or (y) any interest or involvement in any entity which purchases from or sells or furnishes to, the Company, any goods or services; provided, that ownership of no more than one percent of the outstanding voting stock of a publicly traded corporation in and of itself shall not be deemed an interest in any entity for purposes of this Section 3.19. Except as set forth on Section 3.19 of the Disclosure Schedule, no Affiliate of the Company (a) owns any property or right, tangible or intangible, which is used in the business of the Company or (b) has any claim or cause of action against the Company. Except as described on Section 3.19 of the Disclosure Schedule, each transaction set forth on Section 3.19 of the Disclosure Schedule is on terms that are (i) consistent with past practice of the Company and (ii) at least as favorable to the Company as would be available with independent third parties dealing at arms' length. Section 3.20 Brokers. Neither Sellers nor the Company or any of their respective Affiliates has employed any broker or finder or incurred any liability for any brokerage or finder's fees or commissions in connection with the Transactions, except Bereny and James 15

H. Wiesenberg who, upon the Closing, will be entitled to the commission described in Section 3.20 of the Disclosure Schedule. Section 3.21 Securities Representations. (a) Such Seller is an Accredited Investor. Such Seller is acquiring the Clearwire Stock for its own account, for investment purposes only and not with a view to the distribution (as such term is interpreted for purposes of Section 2(11) of the Securities Act) thereof. Such Seller understands that the Clearwire Stock has not been registered under the Securities Act as of the Effective Date and cannot be sold or otherwise transferred unless subsequently registered under the Securities Act or an exemption from such registration is available. (b) Such Seller is knowledgeable and experienced in the telecommunications industry and in investments in telecommunications enterprises, and is capable of evaluating the risks and merits of the transactions contemplated by this Agreement, including the acquisition of shares of Clearwire Stock. Such Seller has received the Disclosure Memorandum from Purchaser in sufficient time prior to entering into this Agreement. Such Seller and its representatives have had sufficient opportunity to ask questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities, and have had what such Seller considers to be reasonable access to information about Clearwire. Such Seller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that such Seller has requested. Such Seller has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement and to accept Clearwire Stock as partial payment of the Purchase Price based solely on this assessment, analysis and investigation, and the representations and warranties of Purchaser set forth in this Agreement and the information contained in the Disclosure Memorandum. (c) Such Seller is aware that Clearwire is a speculative enterprise, that certain of the information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Such Seller further acknowledges that the value of Clearwire's respective assets is inherently uncertain and is dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Each Seller represents and warrants to Purchaser and Clearwire that it has assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in this Agreement and the Disclosure Memorandum and as contemplated by Section 3.21(b). (d) Such Seller is aware that the shares of Clearwire Stock issued in connection with this Agreement will be "restricted securities" within the meaning of 16

Rule 144(a)(3)(i) and 144(a)(3)(ii) and that such shares may be resold or otherwise transferred pursuant to an effective registration statement under the Securities Act or an exemption from such registration. Such Seller acknowledges that all certificates representing shares of Clearwire Stock issued in this transaction will bear a legend reflecting such status. (e) For purposes of application of state securities law, such Seller is a resident of the state or foreign country indicated opposite his or her name on Section 3.4 of the Disclosure Schedule. (f) With respect to any Seller who is not a resident of the United States, such Seller makes the following representations, warranties and covenants: (i) such Seller is not a "U.S." person (as defined in Regulation S) and is not acquiring the Clearwire Stock for the account or benefit of any U.S. person; (ii) such Seller will not engage in hedging transactions with regard to Clearwire's securities unless conducted in compliance with the Securities Act; (iii) such Seller will not resell any of Clearwire's securities unless in accordance with the provisions of Regulation S and in accordance with applicable state securities laws in the United States, or pursuant to an available exemption from registration under the Securities Act; provided that such Seller provides an opinion of counsel or other evidence of exemption, in form reasonably satisfactory to U.S. counsel to Clearwire; and (iv) such Seller acknowledges that Clearwire will refuse to register any transfer of any of the Clearwire Stock not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER AND CLEARWIRE Section 4.1 Purchaser hereby represents and warrants to each Seller and Bereny as follows: (a) Existence; Authorization. Purchaser is lawfully existing and in good standing under the laws of the State of Nevada, has all requisite power and authority to enter into this Agreement and to perform the obligations to be performed by it under this Agreement. The execution and delivery of this Agreement, and the performance by 17

Purchaser of its obligations hereunder, have been duly authorized by all necessary action on the part of Purchaser. (b) Enforceability. This Agreement has been duly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Each other agreement, document, instrument or certificate contemplated by this Agreement to be delivered by Purchaser to any one or more Sellers or Bereny, if and when so delivered, will be duly executed and delivered by Purchaser, and a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) No Conflicts or Consents. Neither the execution, delivery and performance by Purchaser of this Agreement, nor the consummation of the Transactions by Purchaser, will (i) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default by Purchaser or any of its Affiliates, or give rise to any right of termination, modification, cancellation, prepayment or acceleration under (x) any Law or license (subject to receipt of Consent of the FCC), or (y) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon Purchaser; or (ii) will require any Consent, other than the Consent of the FCC. (d) Brokers. Purchaser has not employed any broker or finder or incurred any liability for any brokerage or finder's fees or commissions in connection with the Transactions. (e) FCC, Qualifications. Purchaser is legally, technically, financially and otherwise qualified to acquire and hold the Licenses under FCC Rules and the Communications Act of 1934, as amended. (f) Proceedings. There is no Legal Proceeding pending or, to the Knowledge of Purchaser, threatened against Purchaser or Clearwire, or Purchaser's or Clearwire's property or assets, that would reasonably be expected to have an adverse effect on Purchaser's ability to consummate the Transactions, or which seeks to prevent or challenge the Transactions. 4.2 Clearwire Representations and Warranties. Clearwire hereby represents and warrants to each Seller and Bereny as follows: (a) Existence Authorization. Clearwire is lawfully existing and in good standing under the laws of the State of Delaware, has all requisite power and authority to issue the Clearwire Stock as contemplated by this Agreement, and to perform the obligations to be performed by it under this Agreement. The performance by Clearwire of its obligations hereunder, have been duly authorized by all necessary action on the part of Clearwire. 18

(b) Enforceability. This Agreement has been duly executed and delivered by Clearwire and is a legal, valid and binding obligation of Clearwire, enforceable against Clearwire in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Each other agreement, document, instrument or certificate contemplated by this Agreement to be delivered by Clearwire, or to be entered into with Clearwire by joinder of any one or more Sellers or Bereny, if and when so delivered, will be duly executed and delivered by Clearwire, and a legal, valid and binding obligation of Clearwire, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) No Conflicts or Consents. Neither the execution, delivery and performance by Clearwire of this Agreement, nor the consummation of the Transactions by Clearwire, will (i) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default by Clearwire or any of its Affiliates, or give rise to any right of termination, modification, cancellation, prepayment or acceleration under (x) any Law or license (subject to receipt of Consent of the FCC), or (y) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon Clearwire; or (ii) will require any Consent, other than the Consent of the FCC. (d) Securities to be Issued to Sellers and Bereny. When issued by Clearwire to Sellers and Bereny pursuant to this Agreement, the Clearwire Stock will be duly issued, fully paid and non-assessable, free of liens, encumbrances, rights of third parties, and restrictions on transfer other than restrictions on transfer and rights of third parties under this Agreement and as may exist under the Amended and Restated Stockholders Agreement to which each Seller and Bereny will be a party by joinder, the Registration Rights Agreement to which each Seller and Bereny will be a party by joinder, and applicable securities laws. Clearwire's Board of Directors has approved the issuance of the Clearwire Stock pursuant to this Agreement in accordance with Clearwire's certificate of incorporation, Clearwire's bylaws and the Delaware General Corporation Law. (e) Proceedings. There is no Legal Proceeding pending or, to the Knowledge of Clearwire, threatened against Purchaser or Clearwire, or Clearwire's property or assets, that would reasonably be expected to have an adverse effect on Clearwire's ability to consummate the Transactions, or which seeks to prevent or challenge the Transactions. ARTICLE 5 COVENANTS AND OTHER AGREEMENTS Section 5.1 Consummation of Transactions. From and after the date of this Agreement, each Party shall use its Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to perform its obligations under this Agreement and to consummate the Transactions as soon as reasonably practicable. 19

Section 5.2 Certain Notices. Prior to the Closing, each Party shall promptly notify each other Party in reasonable detail: (a) upon such Party obtaining Knowledge of the commencement of, or the impending or threatened commencement of, or of any facts that would give rise to, any claim, action or proceeding brought to enjoin the consummation of the Transactions, or against or relating to (i) the notifying Party or its properties or assets, which could materially adversely affect the Transactions or its ability to perform its obligations hereunder, or (ii) the Assets or their use; (b) upon such Party obtaining Knowledge of the occurrence of, or the impending or threatened occurrence of, or any facts that would give rise to, any event which could cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained in this Agreement, and shall use Reasonable Efforts to prevent or promptly remedy such breach; and (c) upon such Party obtaining Knowledge of the occurrence or existence of any event, condition, circumstance or state of facts, which has had or could have a material adverse effect on the Transactions or its ability to perform its obligations hereunder, or which could materially adversely affect the Assets or their use. Section 5.3 Confidentiality. Pursuant to this Agreement and the performance thereof, Sellers may receive certain Confidential Information. Each Seller agrees not to use for himself or herself, except in performance of the Agreement and for reliance for purposes of deciding to enter into or close this Agreement, or disclose to any Person this Agreement or any Confidential Information, except (a) information that was gained independent of Sellers' relationship with Purchaser and became publicly available through no breach of any obligation of confidentiality by Sellers; (b) information that is communicated to a third party with the prior written consent of Sellers; (c) information that is required to be disclosed pursuant to the lawful order of a government agency or disclosure that is required by operation of law, but in such event, only to the extent such disclosure is required and, to the extent reasonably practicable, prior written notice must be given to allow Purchaser to seek a protective order or other appropriate remedy; or (d) disclosure in a proceeding seeking to enforce this Agreement or any other agreement executed pursuant to the terms of this Agreement, to seek damages related to the breach of any such agreements or as required to obtain FCC consent to the Transactions. In the event of a beach or threatened breach of the terms of this section, Purchaser shall be entitled to seek an injunction prohibiting any such breach. Any such injunctive relief shall be in addition to, and not in lieu of, any appropriate relief in the way of money damages or any other remedies available at law or in equity. Each Seller acknowledges and agrees that the financial terms of this Agreement may be required to be separately stated in the consolidated financial statements of Purchaser and/or its Affiliates and that the disclosure by Purchaser or its Affiliates of such financial statements shall not be a breach of this Agreement Purchaser may disclose this Agreement to its affiliates, strategic partners, actual or potential investors, lenders, acquirers, merger partners; and others whom Purchaser deems in good faith to have a need to know such information for purposes of 20

pursuing a transaction or business relationship with Purchaser. The duties under this Section shall survive the Closing for a period of one (1) year. Section 5.4 Further Assurances. Prior to, at and following the Closing, each Party shall forthwith upon request execute and deliver such documents and take such actions as may reasonably be requested by any other Party in order to effectuate the purposes of this Agreement; provided, however, that no Party shall be required to take any action after the Closing which would subject it, its partners, officers, directors or shareholders to any further liability or obligation, except as expressly provided in this Agreement. Section 5.5 FCC Qualifications. Sellers hereby covenant and agree that prior to the Closing they shall cause the Company to maintain all necessary qualifications to hold and to obtain renewal in the ordinary course of the Licenses, and further covenant that they shall not knowingly or negligently take any action, or fail to take any action, which action or failure to act creates a material risk that the Company would not be qualified to hold the Licenses or that the FCC would revoke the Licenses; provided, however, that Purchaser shall be responsible for the Transition Liability as defined in and pursuant to Section 5.13. Section 5.6 Consents. The Parties shall use Reasonable Efforts and shall cooperate to prepare and file with Governmental Authorities and other Persons, no later than ten (10) days following the Effective Date, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents (it being understood that the failure to file within such period shall not constitute a material breach of this Agreement). Each Party shall furnish to the other Party all information concerning such Party and its Affiliates reasonably required for inclusion in any application to be made in connection with the Transactions or to determine compliance with FCC Rules. Neither any one or more of the Sellers nor the Company shall be required to bear any expense of seeking or assisting Purchaser in seeking any Consent to the Closing that Purchaser may require for it to consummate the Transactions but which neither any Seller nor Company may require for it to consummate the Transactions. Each Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent of the FCC to the Transactions (collectively, the "FCC Application") and to file the FCC Application within ten (10) Business Days following the Effective Date. Each Seller and Purchaser will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to any Seller, Company or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then each Seller and Purchaser will use their respective Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to any Seller or Purchaser, then if requested to do so by any Party, each Seller and Purchaser will use their respective Reasonable Efforts to secure reconsideration or review of 21

such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, each Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to this Agreement Purchaser will be responsible for the payment of all FCC Application filing fees incurred in connection with this Section 5.6. Section 5.7 Seller Affirmative Covenants. Sellers shall use Reasonable Efforts to cause the Company (a) to carry on its business with respect to the Licenses as currently conducted and only in the ordinary course of business; (b) preserve the Licenses intact; (c) comply with all Laws applicable to the Licenses; and (d) maintain in full force and effect the Licenses and other licenses necessary to preserve Sellers' ability to consummate the Transactions. Section 5.8 Seller Negative Covenants. No Seller shall, and each Seller shall cause the Company not to, (a) sell, transfer, assign, lease, modify or dispose of any material Assets or of the spectrum to be covered by the Licenses or any interests therein or portion thereof, or negotiate therefor, other than Company's rights against George Bott with respect to a Buffalo BRS station and the Company's bank account; or (b) create, incur or suffer to exist any Lien or other liability on any Assets or the spectrum to be covered by the Licenses or any interest therein; (c) sell, assign or otherwise transfer the Interests or any rights therein; (d) grant any options or other rights in or with respect to the Interests; (e) create or allow to be created any lien on the Interests; or (f) enter into any agreement, arrangement or understanding to, or otherwise offer or commit to do any of the foregoing. Section 5.9 Access. Between the date of this Agreement and the Closing Date, Sellers shall cause the Company, during normal business hours, to (a) give Purchaser and its representatives and advisors access to all books, records, offices and other facilities and properties of the Company; (b) permit Purchaser and its representatives and advisors to make such inspections thereof as Purchaser may reasonably request; and (c) cause the officers and advisors of the Company to furnish Purchaser with such financial and operating data and other information with respect to the Company as Purchaser may from time to time reasonably request other than information protected by the attorney-client privilege. Section 5.10 Publicity. Neither Sellers nor Purchaser shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other Party hereto, which approval will not be unreasonably withheld or delayed, unless disclosure is otherwise required by applicable Law, provided that, to the extent required by applicable Law, the Party intending to make such release shall use its Reasonable Efforts consistent with such applicable Law to consult with the other Party with respect to the text thereof. Section 5.11 Tax Returns. Sellers shall timely prepare and file a final year Form 1065 for the Company for the fiscal year ending on the Closing Date and shall deliver a copy of such Form 1065 to Purchaser. Sellers shall timely prepare and submit to Purchaser for review, approval, and filing (A) any sales and use Tax returns with respect to the Pre-Closing Tax Period that are required to be filed after the Closing Date, (B) any property Tax Returns 22

with respect to the Pre-Closing Tax Period that are required to be filed after the Closing Date, and (C) any excise Tax Returns with respect to the Pre-Closing Tax Period that are required to be filed after the Closing Date. Sellers shall make such revisions to the Tax Returns described in the preceding sentence as are reasonably requested by Purchaser. Section 5.12 Cooperation on Tax Matters. Purchaser, the Company, and Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making employees (other than counsel) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company, Sellers, and Purchaser agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statue of limitations (and, to the extent notified by Purchaser or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or Sellers, as the case may be, shall allow the other party to take possession of such books and records. Purchaser and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Taxing Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transaction contemplated hereby). Section 5.13 Transition Liability. The Parties acknowledge that the FCC requires BRS licensees, including the Company, to reimburse certain costs of proponent-driven Transitions of EBS spectrum and self-Transitions of EBS spectrum. To the extent the Company is assessed or incurs any costs payable under FCC Rules 27.1237 and 27.1238 (or any successors thereto) prior to Closing or prior to the termination of this Agreement (the "Transition Liability"), Purchaser shall pay for such Transition Liability on behalf of the Company. Sellers shall provide Purchaser with at least thirty (30) days notice of the requirement to pay any Transition Liability. Sellers shall provide Purchaser with notices received from any proponent or self-Transitioning EBS licensee concerning the calculation or payment of any Transition Liability. In the event that Purchaser determines in good faith that a requested payment is not a Transition liability, Sellers shall cause the Company, at Purchaser's expense, to join with Purchaser in contesting such requested payment within any period allowed by the FCC for such contest, but (i) Purchaser shall pay the uncontested amount when due; (ii) Purchaser shall be responsible for any interest, late fees or FCC-imposed forfeitures related to any contest or delay in making such requested payment; and (iii), if the making of the requested payment is a requirement for the grant of the consent of the FCC to the transfer of control of Company, Purchaser shall make the requested payment under protest so as not to delay the grant of such consent. 23

ARTICLE 6 CONDITIONS TO CLOSING Section 6.1 Conditions to the Obligations of All Parties. Each Party's obligation to consummate the Transactions contemplated by this Agreement are subject to the satisfaction or waiver, on or prior to the Closing Date, of each of the following conditions, as applicable to the Party specified: (a) The FCC shall have granted the FCC Application, such grant shall have become a Final Order, and such Final Order shall be in full force and effect; and all other notices, filings and Consents required to be made or obtained prior to the closing by either Party or any of its respective Affiliates with any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the Transactions shall have been made or obtained without imposition of conditions outside of the ordinary course. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, nor any Law promulgated or enacted by any Governmental Authority, shall be in effect that would impose material limitations on the ability of either Party to consummate the Transactions. Section 6.2 Conditions to the Obligations of Sellers. Each Seller's obligation to consummate the Transactions contemplated by this Agreement is subject to the satisfaction or waiver, on or prior to the Closing Date, of each of the following conditions: (a) The representations and warranties of Purchaser and Clearwire contained herein shall be true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct) as of the Closing as if made on and as of the Closing Date (except that representations and warranties that are made as of a specific date need be so true and correct only as of such date). (b) The covenants and agreements of Purchaser and Clearwire to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects. (c) Purchaser and Clearwire shall have delivered the Purchase Price to sellers and Bereny in accordance with Section 2.3. (d) Purchaser and Clearwire shall have delivered to Sellers a certificate of Purchaser and Clearwire dated the Closing Date certifying that the conditions specified in Section 6.2(a) and (b) have been met. (e) the Amended and Restated Stockholders Agreement, and the Registration Rights Agreement shall be in full force and effect, and, upon the Closing, Sellers and Bereny shall be parties to such agreements by delivering joinders to Clearwire. 24

Section 6.3 Conditions to the Obligations of Purchaser and Clearwire. Purchaser's and Clearwire's obligations to consummate the Transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of each Seller contained herein shall be true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct) as of the Closing as if made on and as of the Closing Date (except that representations and warranties that are made as of a specific date need be so true and correct only as of such date). (b) The covenants and agreements of each Seller to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects. (c) Each Seller (and Bereny, but only with respect to the deliveries in clause (v)) shall have delivered to the Purchaser the following: (i) an instrument of conveyance signed in blank and transferring his or her share of the Interests to Purchaser, substantially in the form of Exhibit B hereto; (ii) such other instruments and documents as Purchaser may reasonably require to vest in Purchaser all right, title and interest of Sellers in and to the Interests; (iii) a certificate of such Seller dated the Closing Date and certifying that the conditions with respect to such Seller specified in Section 6.3(a) and (b) have been met; (iv) written resignations of each of the officers and managers of the Company, effective as of the Closing Date; and (v) a joinder to the Amended and Restated Stockholders Agreement, (ii) a completed Stockholder Questionnaire as provided by Clearwire prior to the Closing and (iii) a joinder to the Registration Rights Agreement. ARTICLE 7 TERMINATION Section 7.1 Termination. This Agreement may be terminated at any time: (a) by mutual written consent of Purchaser and Sellers; 25

(b) by either Purchaser or Sellers if (A) there shall be any Law that makes consummation of the Transactions illegal or otherwise prohibited, or (B) any judgment, injunction, order or decree of any court or other Governmental Entity having competent jurisdiction enjoining Purchaser and Sellers from consummating the Transaction is entered and such judgment, injunction or order shall have become final and non-appealable; (c) by Sellers holding no less than a fifty-one percent (51%) of the Interests upon the occurrence of a material breach of any representation, warranty or covenant in this Agreement by either Clearwire or Purchaser if such breach is not cured within fifteen (15) days following written notice by any Seller to Purchaser which notice shall describe the breach; (d) by Purchaser upon the occurrence of a material breach of any representation, warranty or covenant in this Agreement by any one or more Sellers if such breach is not cured within fifteen (15) days following written notice by Purchaser to all Sellers which notice shall describe the breach; or (e) by Purchaser or Sellers holding not less than fifty-one percent (51%) of the Interests if the Closing has not occurred on or before the first anniversary of the Effective Date, provided that the failure to close on or before such date is not the fault of the Party or Parties seeking termination. Section 7.2 Effect of Termination. In the event of a termination of this Agreement prior to the Closing, neither Party shall have any liability or further obligation to the other, except that (a) Sellers shall return the Down Payment Advance to Purchaser, within five (5) Business Days of such termination, only if this Agreement is terminated (i) pursuant to Section 7.1(a); (ii) by Purchaser pursuant to Section 7.1(b), provided that the Law, judgment, injunction, order or decree thereunder is not initiated by Purchaser and is not caused by the misconduct of Purchaser, (iii) by Purchaser pursuant to Section 7.1(d); or (iv) by Purchaser pursuant to Section 7.1(e), provided that the failure to close on or before the date set forth therein is the fault of any Seller; (b) nothing herein will relieve a Party from liability for any breach by such Party of this Agreement; and (c) the last sentence of Section 2.3(a) and the provisions of this ARTICLE 7, ARTICLE 8 and ARTICLE 9 shall survive the termination of this Agreement. Whether or not Closing occurs, all costs and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses. 26

ARTICLE 8 SURVIVAL AND REMEDIES Section 8.1 Survival. (a) The representations and warranties contained in this Agreement and in any Closing certificate as to representations and warranties or covenant compliance shall survive the Closing until the earlier of [***] after the Closing Date and the termination of this Agreement, and shall expire at such time. The covenants and other agreements contained in this Agreement which by their terms do not expire on or before the Closing shall survive the Closing until the earlier of (i) one (1) year after the Closing Date and (ii) the termination of this Agreement and shall expire at such time. Sellers' obligation to indemnify Purchaser pursuant to Section 8.2 shall survive the Closing for a period of one (1) year after Closing. Notwithstanding anything to the contrary in this Agreement: (i) the representations, warranties, covenants, and indemnities made by Sellers regarding Taxes shall terminate [***] after the applicable statute of limitations expires with respect to the Taxes which are the subject of such claim, (ii) the representations, warranties and indemnities made by Sellers in Section 3.4(a) shall survive indefinitely, and (iii) Sellers' obligation to indemnify Purchaser pursuant to Section 8.2(d) below shall survive indefinitely. (b) Purchaser's obligation to indemnify Sellers pursuant to Section 8.3 shall survive the Closing for a period of one (1) year after Closing; provided, however, Purchaser's obligation to indemnify Sellers' pursuant to Section 8.3(c) and (d) below shall survive indefinitely. (c) Notwithstanding anything to the contrary in this Agreement, no party shall be entitled to any Damages pursuant to Section 8.2 or Section 8.3 or to make any claims for breach hereunder unless notice of the Claim for such Damages or breach has been made to the other party within the applicable survival periods or Claim period set forth in this Section 8.1; provided, however, so long as the indemnified party provides notice to the other party within the applicable survival periods set forth in this Section 8.1, a Party's obligation to indemnify the other party pursuant to this Article 8 or obligation to remedy such breach shall survive until such obligation is fulfilled despite the expiration of the applicable survival period. (d) The survival of representations, warranties and covenants binding on or benefiting any Party in the Amended and Restated Stockholders Agreement and the Registration Rights Agreement shall be governed by such agreements. Section 8.2 Seller Indemnification. Subject to the limitations set forth in Section 8.6(c) hereof, each Seller shall indemnify Purchaser, its representative members, managers, officers, employees, agents, successors and assigns (the "Purchaser Indemnified Parties") and hold the Purchaser Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: [*** Confidential Treatment Requested] 27

(a) the failure of any representation or warranty of such Seller set forth in this Agreement, or any representation or warranty contained in any certificate delivered by such Seller pursuant to this Agreement, to be true and correct as of the dates made; (b) the breach of any covenant or other agreement on the part of such Seller under this Agreement; (c) the ownership and operation of the Assets prior to the Closing (other than the Transition Liability); and (d) any matter disclosed on Section 3.11 of the Disclosure Schedule or any matter related to the disclosure on Section 3.9 of the Disclosure Schedule with respect to the Company's 50% interest in [***]. Section 8.3 Purchaser Indemnification. Purchaser shall indemnify each Seller and his or her agents, successors and assigns (the "Seller Indemnified Parties") and hold each Seller Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (a) the failure of any representation or warranty of Purchaser set forth in this Agreement, or any representation or warranty contained in any certificate delivered by pursuant to this Agreement, to be true and correct as of the dates made; (b) the breach of any covenant or other agreement on the part of Purchaser under this Agreement; (c) the ownership and operation of the Assets or Interests after the Closing; and (d) the Transition Liability. Section 8.4 Tax Matters. Subject to the limitations set forth in Section 8.6(c) hereof, each Seller shall indemnify each of the Purchaser Indemnified Parties and hold them harmless from and against, any Losses attributable to (i) all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and for that portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), and (ii) any and all Taxes of any person (other than the Company) imposed on the Company as a transferee or successor, by contract or any Law, which Taxes relate to an event or transaction occurring on or prior to the Closing Date. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income or receipts of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period [*** Confidential Treatment Requested] 28

ending on the Closing Date and the denominator of which is the number of days in such Straddle Period; provided, however, that any property or ad valorem Taxes associated with assets that are or have been disposed of by the Company on or prior to the Closing Date shall be deemed attributable solely to the Pre-Closing Tax Period. Section 8.5 Indemnification Procedures. (a) In the event that any claim shall be asserted by any Person in respect of which payment may be sought under Section 8.2 or Section 8.3 hereof (each, a "Claim"), the indemnified party shall reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party, describing with specificity the facts giving rise to the asserted right Notwithstanding anything to the contrary in this Agreement, in order for the indemnified party to be entitled to indemnification hereunder, notice of such claim must given by the indemnified party to the indemnifying party prior to the expiration of the applicable survival periods set forth in Section 8.1. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, it shall within twenty (20) days (or sooner, if the nature of the Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Damages under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the reasonable expense of the indemnifying party if (i) so requested by the indemnifying party to participate or (ii) in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Claim. The Parties hereto agree to cooperate fully with each other in connection with the defense, negotiation, or settlement of any such Claim. The indemnifying party or parties shall not, without the express written consent of the indemnified party or parties, settle or compromise any Claim, or consent to the entry of any judgment against the indemnified party or parties that does not include an unconditional term thereof giving the indemnified 29

party or parties a full and complete release from all liability with respect to such Claim. (b) Notwithstanding anything to the contrary in Section 8.5(a) above, the following procedure shall apply to any Claim with respect to Taxes that is subject to indemnification pursuant to this ARTICLE 8. Purchaser will, as to any Taxes in respect of which Sellers have agreed to indemnify the Purchaser Indemnified Parties pursuant to this ARTICLE 8, promptly inform Sellers of and permit the participation of Sellers in, at Sellers' sole cost and expense, any investigation, audit, or other proceeding by or with the Internal Revenue Service or any other Taxing Authority empowered to administer or enforce such a Tax and will not consent to the settlement or final determination in such investigation, audit or other proceeding without the prior written consent of all Sellers, which shall not be unreasonably withheld. (c) After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter. (d) The failure of the indemnified party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss and prejudice as a result of such failure; provided, however, that in order to be entitled to indemnification hereunder, notice of such claim must given to the indemnifying party prior to the expiration of the applicable survival periods set forth in Section 8.1. Section 8.6 Escrow and Set Off from Holdback Amount; Several Liability of Sellers. (a) On the Closing Date, Purchaser and Sellers shall execute and deliver and shall cause U.S. Bank or other domestic bank acceptable to the Parties to execute and deliver as escrow agent (the "Escrow Agent"), the escrow agreement substantially in the form of Exhibit A (the "Escrow Agreement"). The Escrow Agreement shall be dated as of the Closing Date. The escrow established under the Escrow Agreement shall hold the Holdback Amount. Sellers shall be entitled to direct the investment of the Holdback Amount and to withdraw and keep the accrued earnings (if any) on the Holdback Amount. The parties hereto acknowledge and agree that all Sellers shall pay all origination and periodic escrow administration fees to the Escrow Agent, but each Party shall pay any wire transfer expenses associated with payments to such Party. If U.S. Bank declines to serve as the Escrow Agent, either Party shall be entitled to delay the Closing until such time as a replacement escrow agent and escrow agreement can be established, but in no event more than thirty (30) days from the scheduled Closing Date, and the Parties shall mutually select a 30

replacement Escrow Agent from among domestic banks having assets not less than U.S. Bank and, in that event, the substitute Escrow Agent's form of escrow agreement, modified to express the information in Attachments I and II of Exhibit A and the applicable fees, shall be substituted for Exhibit A. (b) In the event that a Purchaser Indemnified Party receives a Claim during the Holdback Period pursuant to Section 8.5 for which it is entitled to indemnification pursuant to this Article 8, and Purchaser notifies Sellers of the Claim as required by Section 8.5 during that period, Purchaser may classify the whole or a portion of the Holdback Amount as reserved in such notice to Sellers. The amount that may be reserved for any such Claim shall not exceed the lesser of (i) the amount asserted in the Claim provided to Purchaser, plus a reasonable estimate of additional indemnified expenses associated therewith (such as reasonable attorneys' fees), (ii) Purchaser's good faith estimate of the Damages in connection with such Claim as stated in the notice to Sellers, and (iii) the amount of the Holdback Amount remaining in escrow. In the event of any such reservation, Purchaser shall promptly notify Sellers of the amount reserved and the basis upon which such amount was determined. (c) Within five (5) days after any then pending Claim is resolved in accordance with Section 8.5, (i) Purchaser and Sellers shall join in providing the Escrow Agent with joint written and uniform instructions or (ii) Purchaser may provide Escrow Agent with a final, non-appealable written determination by a court or governmental authority to pay the applicable Purchaser Indemnified Parties from the amount reserved for that Claim the Damages, if any, determined with respect to that Claim. (d) At the end of the Holdback Period, Purchaser shall provide Sellers with a summary of all pending Claims for which reserves have been established pursuant to Section 8.6(b) ("Reservation Claims"), adjusted to eliminate the portion or whole of any reservation to the extent that the associated Claim has been resolved favorably to the associated Purchaser Indemnified Party or has been reduced. Within five (5) Business Days after expiration of the Holdback Period, Purchaser and Sellers shall provide the Escrow Agent with joint written and uniform instructions to pay to the order of Sellers the amount (if any) by which the Holdback Amount then in escrow exceeds the Reservation Claims. Upon final resolution of any Reservation Claims, the procedure set forth in Section 8.6(c) shall be followed and upon final resolution of all Reservation Claims, the remaining Holdback Amount, if any, shall be distributed to Sellers. All amounts due to Sellers under this Section 8.6 shall be paid via wire transfer in immediately available funds to the accounts designated by Sellers. (e) Once the Holdback Amount is depleted, Purchaser may recover against Sellers in accordance with this Article 8 for all Claims properly asserted prior to the time barred by Section 8.1; provided, however, in no event shall Damages collected by any one or more of Purchaser Indemnified Parties against any Seller, whether for indemnification or for a direct claim by Purchaser against Sellers, exceed the amount of the product of such Seller's percentage interest in the Interests described in Section 3.4 of the Disclosure Schedule and the Purchase Price. 31

Section 8.7 Remedies. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF A BREACH OF THIS AGREEMENT, EVEN IF ADVISED AT THE TIME OF BREACH OF THE POSSIBILITY OF SUCH DAMAGES. ARTICLE 9 MISCELLANEOUS Section 9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Clearwire Parties, on the one hand, and the Sellers, on the other hand, pertaining to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Clearwire Parties and the Sellers with respect to the subject matter hereof and thereof. Section 9.2 Amendments and Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (in the case of an amendment) by Sellers and Clearwire Parties or (in the case of a waiver) by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Section 9.3 Remedies Cumulative. Except as otherwise provided herein, all rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by a Party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Party. Each of the Clearwire Parties and the Sellers acknowledges that its obligations subject to this Agreement are unique and the loss to any Person within the other due to a failure to perform any such obligation could not be easily measured with damages. Each of the Clearwire Parties and the Sellers shall be entitled to injunctive relief and specific enforcement of this Agreement in a court of equity without proof of specific monetary damages, showing that monetary damages would resolve the harm or showing of irreparable harm, but without waiving any right thereto, in the event of breach of this Agreement by the other. Section 9.4 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by any Party without the prior written consent of the other Parties. Section 9.5 Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given or made (i) upon delivery if delivered personally (by courier service or otherwise), as evidenced by written receipt or other written proof of delivery (which may be a printout of the tracking information of a courier service that made such delivery), or (ii) upon confirmation of dispatch if sent by facsimile 32

transmission, (which confirmation shall be sufficient if shown by evidence produced by the facsimile machine used for such transmission), in each case to the applicable addresses set forth below (or such other address which either Party may from time to time specify): If to Sellers or any Seller: James K. Baumann [***] Facsimile: [***] Roxane I. Googin c/o Matthew S. Bereny [***] Facsimile: [***] Elizabeth Neustadt, as Custodian for Rachel Neustadt c/o Matthew S. Bereny [***] Facsimile: [***] Martin A. Rubin CEO & President Smart City [***] Facsimile: [***] James H. Wiesenberg [***] Facsimile: [***] With a copy of any communication or notice to any Seller to: Kilpatrick Stockton LLP 607 14th Street, N.W., Suite 900 [***] Facsimile: [***] [*** Confidential Treatment Requested] 33

and to: Matthew S. Bereny Baywood Management [***] If to Purchaser or Clearwire: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Attention: [***] Facsimile: [***] With a copy to: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Attention: [***] Facsimile: [***] Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101 Attn: [***] Facsimile: [***] Section 9.6 Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law principles thereof. Each Party hereto irrevocably consents to the exclusive jurisdiction and venue of any court within the District of Columbia in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the District of Columbia for such persons and waives and covenants not to assert or plead any objection which it might otherwise have to such jurisdiction, venue or process. [*** Confidential Treatment Requested] 34

(b) THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS. Section 9.7 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, the Parties shall bear their respective expenses (including, but not limited to, all compensation and expenses of counsel, financial advisors, consultants, actuaries and independent accountants) incurred in connection with this Agreement and the Transactions. All filing fees required to be paid to any Governmental Authority in connection with satisfying the conditions set forth in ARTICLE 5 will be borne by Purchaser. Section 9.8 Payment of Sales, Use or Similar Taxes. Purchaser shall be liable for and shall pay (and shall indemnify and hold harmless the Seller Indemnified Parties against) all sales, use, stamp, documentary, filing, recording, transfer, real estate transfer, registration, duty or similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any Taxing Authority in connection with the transactions contemplated by this Agreement. Section 9.9 Invalidity. In the event that any of the provisions contained in this Agreement or in any other instrument referred to herein, shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or such other instrument and such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability, unless the consummation of the Transactions is impaired thereby. Section 9.10 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 9.11 Headings. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. [SIGNATURE PAGE FOLLOWS] 35

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written. SELLERS: By: /s/ James K. Baumann ------------------------------------ Name: James K Baumann By: /s/ Roxane I. Googin ------------------------------------ Name: Roxane I. Googin By: /s/ Elizabeth Neustadt ------------------------------------ Name: Elizabeth Neustadt, as Custodian for Rachel Neustadt By: /s/ Martin A. Rubin ------------------------------------ Name: Martin A. Rubin By: /s/ James H. Wiesenberg ------------------------------------ Name: James H. Wiesenberg

PURCHASER: CLEARWIRE SPECTRUM HOLDINGS II LLC By: /s/ Benjamin Wolff ------------------------------------ Name: Benjamin Wolff Title: Co-President & CSO CLEARWIRE: CLEARWIRE CORPORATION By: /s/ Benjamin Wolff ------------------------------------ Name: Benjamin Wolff Title: Co-President & Co-CEO

DECLARATION AND CONSENT OF SPOUSE The undersigned (a) consents to the execution of this Agreement by Roxane Googin who is the undersigned's spouse, and to consummation of the transactions contemplated by this Agreement by my spouse, and (b) agrees that the actions and obligations of my spouse under this Agreement shall be binding upon the undersigned's marital community. The undersigned declares that the undersigned has the opportunity to fully and carefully read this Agreement and to seek the advice of independent counsel with respect to the Agreement and this Consent. /s/ Illegible -------------

DECLARATION AND CONSENT OF SPOUSE The undersigned (a) consents to the execution of this Agreement by JAMES H. WIESENBERG Who is the undersigned's spouse, and to consummation of the transactions contemplated by this Agreement by my spouse, and (b) agrees that the actions and obligations of my spouse under this Agreement shall be binding upon the undersigned's marital community. The undersigned declares that the undersigned has had the opportunity to fully and carefully read this Agreement and to seek the advice of independent counsel with respect to the Agreement and this Consent. /s/ Susan Wiesenberg ----------------------------------------

LICENSES [***] [*** Confidential Treatment Requested] 39

EXHIBIT A FORM OF ESCROW AGREEMENT [Attached] 40

ESCROW AGREEMENT Pursuant to this Escrow Agreement, dated ___________________, the Depositors identified below (the "Depositors") hereby establish an Escrow Account (the "Account") with U.S. Bank National Association a national banking association (the "Agent"), to be maintained and administered in accordance with the following terms and conditions: The funds and/or property described on Schedule I attached hereto and incorporated herein (the "Assets") will be deposited in the Account upon delivery Thereof to the Agent in the manner and at the time(s) specified in the said Schedule I. The Agent is hereby authorized and directed by each of the Depositors, as their escrow agent, to hold, deal with and dispose of the Assets as provided in the Instructions set forth in Schedule II attached hereto and incorporated herein; subject, however, to the terms and conditions set forth below, which in all events, shall govern and control over any contrary or inconsistent provisions contained in Schedules I or II attached hereto. 1. AGENT'S DUTIES. Agent's duties and responsibilities shall be limited to those expressly set forth in this Escrow Agreement, and Agent shall not be subject to, or obliged to recognize, any other agreement between any or all of the Depositors or any other persons even though reference thereto may be made herein; provided, however, this Agreement may be amended at any time or times by an instrument in writing signed by all the parties hereto. Agent shall not be subject to or obligated to recognize any notice, direction or instruction of any or all of the parties hereto or of any other person, except as expressly provided for and authorized in Schedule II and in performing any duties under the Escrow Agreement ("Agreement"), Agent shall not be liable to any Party for consequential damages, (including, without limitation lost profits) losses, or expenses, except for gross negligence or willful misconduct on the part of the Agent; provided, however that neither the foregoing nor anything else in this Escrow Agreement shall relieve Agent from its duty to deliver the Assets in accordance with the terms of this Agreement or shall relieve Agent from liability for loss or depletion of the Assets due to it's gross negligence or willful misconduct. 2. COURT ORDERS OR PROCESS. If any controversy arises between or among the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, Agent will not be required to determine the controversy or to take any action regarding it. Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in Agent's discretion, Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, Agent will not be liable for interest or damage. Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Account, the Assets or this Escrow Agreement, without determination by the Agent of such court's jurisdiction in matter. If any Assets are at any time attached, garnished, or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then in any such events Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it; and if Agent complies with any such order writ, judgment or decree, it shall not be liable to any of the Depositors or to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Page 1

3. AGENT'S ACTIONS AND RELIANCE. Agent shall not be personally liable far any act taken or omitted by it hereunder if taken or omitted by it in good faith and in the exercise of its own best judgment. Agent shall also be fully protected in relying upon any written notice, instruction, direction, certificate or document which in good faith it believes to be genuine. 4. COLLECTIONS. Unless otherwise specifically indicated in Schedule II, Agent shall proceed as soon as practicable to collect any checks, interest due, matured principal or other collection items with respect to Assets at any time deposited in the Account. All such collections shall be subject to the usual collection procedures regarding items received by Agent for deposit or collection. Agent shall not be responsible for any collections with respect to Account Assets if Agent is not registered as record owner thereof or otherwise is not entitled to request or receive payment thereof as a matter of legal or contractual right. All collection payments shall be deposited to the Account, except as otherwise provided in Schedule II. Agent shall not be required or have a duty to notify anyone of any payment or maturity under the terms of any instrument, security or obligation deposited in the Account, nor to take any legal action to enforce payment of any check, instrument or other security deposited in the Account. The Account is a safekeeping escrow account, and no interest shall be paid by Agent on any money deposited or held therein, except as provided in Section 6 hereof. 5. AGENT RESPONSIBILITY. Agent shall not be responsible or liable for the sufficiency or accuracy of the form, execution, validity or genuineness of documents, instruments or securities now or hereafter deposited in the Account, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein. Registered ownership of or other legal title to Assets deposited in the Account shall be maintained in the name of Agent, or its nominee, only if expressly provided in Schedule II. Agent may maintain qualifying Assets in a Federal Reserve Bank or in any registered clearing agency (including, without limitation, the Depository Trust Company) as Agent may select, and may register such deposited Assets in the name of Agent or its agent or nominee on the records of such Federal Reserve Bank or such registered clearing agency or a nominee of either. Agent shall not be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security or endorsement or this Escrow Agreement. 6. INVESTMENTS. Unless directed in writing otherwise, Escrow Agent is hereby directed to invest funds in the U.S. Bank Money Market Savings account. Depositors acknowledge that the U. S. Bank Money Market account is a U. S. Bank National Association ("U.S. Bank") interest-bearing money market deposit account designed to meet the needs of U.S. Bank's Corporate Trust Services Escrow Group and other Corporate Trust customers of U.S. Bank. Selection of this investment includes authorization to place funds on deposit with U.S. Bank. U. S. Bank uses the daily balance method to calculate interest on this account (actual/365 or 366). This method applies a daily periodic rate to the principal balance in the account each day. Interest is accrued daily and credited monthly to the account. Interest rates currently offered on the accounts are determined at U. S. Bank's discretion and may be tiered by customer deposit amount. The owner of the accounts is U. S. Bank as Agent for its trust customers. U.S. Bank's trust department performs all account deposits and withdrawals. Each customer's deposit is insured by the Federal Deposit Insurance Corporation up to $100,000. Any and all interest earned on the Proceeds after the deposit shall be added to the Proceeds and shall become a part thereof. Escrow Agent shall thereafter hold, maintain and utilize the Proceeds pursuant to the terms and conditions of this Agreement. Depositors shall provide Escrow Agent with a W-9 or W-8 IRS tax form prior to the disbursement of interest and Escrow Agent will file the appropriate 1099 or other required forms pursuant to Federal and applicable state laws. A statement of citizenship will be provided if requested by Escrow Agent. Escrow Page 2

Agent shall not be responsible for maximizing the yield on the Proceeds. Escrow Agent shall not be liable for losses, penalties or charges incurred upon any sale or purchase of any such investment. 7. NOTICES/DIRECTIONS TO AGENT. Notices and directions to Agent from Depositors, or from other persons authorized to give such notices or directions as expressly set forth in Schedule II, shall be in writing and signed by an authorized representative as identified pursuant to Schedule II, and shall not be deemed to be given until actually received by Agent's employee or officer who administers the Account. Agent shall not be responsible or liable for the authenticity or accuracy of notices or directions properly given hereunder if the written form and execution thereof on its face purports to satisfy the requirements applicable thereto as set forth in Schedule II, as determined by Agent in good faith without additional confirmation or investigation. 8. BOOKS AND RECORDS. Agent shall maintain books and records regarding its administration of the Account, and the deposit, investment, collections and disbursement or transfer of Assets, shall retain copies of all written notices and directions sent or received by it in the performance of its duties hereunder, and shall afford each Depositor reasonable access, during regular business hours, to review and make photocopies (at Depositor's cost) of the same. 9. DISPUTES AMONG DEPOSITORS AND/OR THIRD PARTIES. In the event Agent is notified of any dispute, disagreement or legal action between or among any of the Depositors, and/or any third parties, relating to or arising in connection with the Account, the Assets or the performance of the Agent's duties under this Agreement, the Agent shall be authorized and entitled, subject to Section 2 hereof, to suspend further performance hereunder, to retain and hold the Assets then in the Account and take no further action with respect thereto until the matter has been fully resolved, as evidenced by written notification signed by all Depositors and any other parties to such dispute, disagreement or legal action. 10. NOTICE BY AGENT. Any notices which Agent is required or desires to give hereunder to any of the Depositors shall be in writing and may be given by mailing the same to the address indicated below opposite the signature of such Depositor (or to such other address as said Depositor may have theretofore substituted therefor by written notification to Agent), by United States certified or registered mail, postage prepaid. For all purposes hereof any notice so mailed shall be as effectual as though served upon the person of the Depositor to whom it was mailed at the time it is deposited in the United States mail by Agent whether or not such undersigned thereafter actually receives such notice. Whenever under the terms hereof the time for Agent's giving a notice or performing an act falls upon a Saturday, Sunday, or holiday, such time shall be extended to the next business day. 11. LEGAL COUNSEL. If Agent believes it to be reasonably necessary to consult with counsel concerning any of its duties in connection with the account or this Escrow Agreement, or in case Agent becomes involved in litigation on account of being escrow agent hereunder or on account of having received property subject hereto, then in either case, its costs, expenses, and reasonable attorney's fees shall be paid by the parties on an equal basis. 12. AGENT COMPENSATION. Agent shall be paid a fee for its services as set forth on Schedule III attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositors, and reimbursed for its reasonable costs and expenses incurred; provided, however, that only increases as are generally applicable to escrow accounts shall be applied and increases in any 12 month period shall not exceed five percent (5%). If Agent's fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent shall have the right to sell such portion of the Assets held in the Account as Page 3

necessary and reimburse itself therefor from the proceeds of such sale or from the cash held in the Account. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this Agreement, or if the Parties request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney's fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation and Agent shall have the right to retain all documents and/or other things of value at any time held by Agent in this escrow until such compensation, fees, costs, and expenses are paid. The Parties jointly and severally promise to pay these sums upon demand. Unless otherwise provided, the Parties each will pay one-half of all Agent's usual charges and Agent may deduct such sums from the funds deposited. The Depositors and their respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. Agent shall have a first lien on the property and papers held under this Agreement for such compensation and expenses. 13. AGENT RESIGNATION. It is understood that Agent reserves the right to resign at any time by giving written notice of its resignation, specifying the effective date thereof, to the Depositors. Within 30 days after receiving the aforesaid notice, the Depositors agree to appoint a successor escrow agent to which Agent may transfer the Assets then held in the Account, less its unpaid fees, costs and expenses. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of the 30-day period, Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the costs, expenses and reasonable attorney's fees which Agent incurs in connection with such a proceeding shall be paid by the Depositors. 14. ESCROW TERMINATION. This Escrow Agreement shall terminate as provided in Schedule II. 15. GOVERNING LAW. This Escrow Agreement shall be construed, enforced, and administered inaccordance with the laws of the State of Washington. The undersigned Agent hereby agrees to hold, deal with and dispose of the Assets at any time deposited to the Account in accordance with the foregoing Escrow Agreement. 16. AUTOMATIC SUCCESSION Any company into which the Agent may be merged or with which it may be consolidated, or any company to whom Agent may transfer a substantial amount of its Escrow business, shall be the Successor to the Agent without the execution or filing of any paper or any further act on the part of any of the Parties, anything herein to the contrary notwithstanding. 17. DISCLOSURE: The parties hereto hereby agree not to use the name of U.S. BANK NATIONAL ASSOCIATION to imply an association with the transaction other than that of a legal escrow agent. 18. BROKERAGE CONFIRMATIONS The parties acknowledge that to the extent regulations of the Comptroller of Currency or other applicable regulatory entity grant a right to receive brokerage confirmations of security transactions of the escrow, the parties waive receipt of such confirmations, to Page 4

the extent permitted by law. The Escrow Agent shall furnish a statement of security transactions on its regular monthly reports. 19. COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes. IN WITNESS WHEREOF, the undersigned have affixed their signatures and hereby adopt as part of this instrument Schedules I, II, and III, which are incorporated by reference. DEPOSITOR: CLEARWERE SPECTRUM HOLDINGS II, LLC ("Purchaser") By: --------------------------------- Its: Hope Cochran, its Vice President Tax I.D. ---------------------------- Notice: 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033-7353 Attention: [***] Facsimile No.: [***] With a copy to: Clearwire Spectrum Holdings LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033-7353 Attention: [***] Facsimile No.: [***] With a copy to: Davis Wright Tremaine, LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101 Attn: [***] Facsimile: [***] DEPOSITORS (collectively, "Sellers"): By: --------------------------------- Name: [***] Tax I.D. [***] [*** Confidential Treatment Requested] Page 5

By: --------------------------------- Name: [***] Tax I.D. [***] By: --------------------------------- Name: [***] Tax I.D. [***] By: --------------------------------- Name: [***] Tax I.D. [***] By: --------------------------------- Name: [***] Tax I.D. [***] Notice for all Sellers: Kilpatrick Stockton LLP 607 14th Street, N.W., Suite 900 Washington, DC 20005 Attention: [***] Facsimile: [***] With a copy to: Matthew S. Bereny [***] [***] 420 [***] Facsimile: [***] U.S. BANK NATIONAL ASSOCIATION, as Agent By: --------------------------------- Its: -------------------------------- Notice: U.S. Bank Corporate Trust Services 60 Livingston Avenue, EP-MN-WS3T St. Paul, MN 55L07-2292 Attn: [***] [*** Confidential Treatment Requested] Page 6

(651)495-3808 With Fax Copy to: (651) 495-8087 (fax) [***] [*** Confidential Treatment Requested] Page 7

EXHIBIT B FORM OF ASSIGNMENT OF LLC INTEREST THIS ASSIGNMENT OF LLC INTEREST (this "LLC Interest Assignment") is delivered by [____________________], an individual (the "Assignor") effective the__day of __________________200____, to Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("Assignee"), pursuant to that certain Membership Interest Purchase Agreement, dated as of August 9, 2006, by and among Clearwire Spectrum Holdings II LLC, James K. Baumann, Roxane I. Googin, Elizabeth Neustadt as custodian for Rachel Neustadt, Martin A. Rubin and James H. Wiesenberg. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, grants, transfers and delivers unto Assignee all of Assignor's rights, title and interest in and to [HIS/HER] entire one hundred percent (100%) limited liability company interest (the "LLC Interest") in [***], a Delaware limited liability company (the "Company"). This LLC Interest Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This LLC Interest Assignment shall be governed by and interpreted according to the laws of the State of New York. Assignor has delivered this LLC Interest Assignment on the date first above written. ASSIGNOR: By: ------------------------------------ Name: ---------------------------------- [*** Confidential Treatment Requested] 41

EXHIBIT 10.62 CONFIDENTIAL PURCHASE AGREEMENT between SPEEDNET LLC and CLEARWIRE SPECTRUM HOLDINGS II LLC and CLEARWIRE CORPORATION Dated as of August 8, 2006

TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> <C> ARTICLE 1 DEFINITIONS................................................... 1 ARTICLE 2 PURCHASE AND SALE OF ASSETS................................... 5 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER...................... 8 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER................... 15 ARTICLE 5 COVENANTS AND OTHER AGREEMENTS................................ 16 ARTICLE 6 CONDITIONS TO CLOSING......................................... 20 ARTICLE 7 POST CLOSING COVENANTS........................................ 22 ARTICLE 8 TERMINATION................................................... 22 ARTICLE 9 SURVIVAL AND REMEDIES......................................... 23 ARTICLE 10 MISCELLANEOUS................................................. 26 </TABLE> SCHEDULES AND EXHIBITS Exhibit A Capital Expenditure Budget Exhibit B-1 Licenses Exhibit B-2 Leases Exhibit B-3 Assigned Contracts Exhibit B-4 Equipment Exhibit B-5 Excluded Contracts Exhibit B-6 Other Excluded Assets Exhibit C Form of Warrant Exhibit D Form of Instrument of Assignment for Licenses Exhibit E Form of Assignment and Assumption for Leases or Assigned Contracts Exhibit F Form of Bill of Sale for Tangible Assets Exhibit G Form of Non-Competition Agreement Exhibit H Form of Investor Letter i

Disclosure Schedules ii

PURCHASE AGREEMENT This PURCHASE AGREEMENT, dated as of August 8, 2006 (the "Effective Date"), is among Speednet LLC, a limited liability company organized under the laws of Michigan ("Seller"), Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("Purchaser") and Clearwire Corporation, a Delaware corporation ("Clearwire"). Seller, Purchaser and Clearwire may be referred to herein as "Parties" or each a "Party." A. Seller holds certain assets, including licenses granted by the FCC authorizing Seller to construct and operate Broadband Radio Service, formerly known as Multipoint Distribution Service ("BRS"), channels (the "Seller Channels"), and lease agreements pursuant to which Seller leases the excess capacity on certain channels (the "Leased Channels, and together with the Seller Channels, the "Channels") under certain licenses granted by the FCC authorizing the construction and operation of BRS. B. Seller desires to sell substantially all of its assets and assign certain of its liabilities relating to and including licenses and leases for BRS to Purchaser, and Purchaser desires to purchase such assets and assume such liabilities on the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, conditions and agreements hereinafter set forth, the Parties agree as follows: ARTICLE 1 DEFINITIONS Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth or referenced below: "Accredited Investor" means as this term is defined in Rule 501(a) of Regulation D as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, alone or through one or more intermediaries, controls, is controlled by or is under common control with that Person. For purposes of this definition, "control" (including the terms "controlling" and "controlled") means the power to direct or cause the direction of the management and policies of a Person, directly or indirectly, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. "Agreement" means this Purchase Agreement and all Exhibits and Schedules hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. 1

"Approved Capital Expenditures" means capital expenditures described in the capital budget attached hereto as Exhibit A, provided, however, Purchaser will not unreasonably withhold its consent to proposed increases in the capital expenditures constituting Approved Capital Expenditures after December 1, 2006. "Business Day" means any day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business in Seattle, Washington. "Confidential Information" means any and all information regarding the business, finances, operations, products, services and customers of a Party or any of its Affiliates, in written or oral form or in any other medium. "Consents" means all consents and approvals of Governmental Authorities or other third Persons necessary to authorize, approve or permit the Parties hereto to consummate the Transactions. "Damages" means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person, and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultants' fees, and reasonable attorneys' fees and costs, of every kind and description, contingent or otherwise. "Disclosure Schedules" means schedules delivered by Seller to Purchaser in connection with the execution and delivery of this Agreement containing certain information and data required to be disclosed by this Agreement. The Disclosure Schedules shall identify the information and data disclosed with reference to the sections of this Agreement and shall be attached to and form a part of this Agreement. "Employee Plan" means an "employee benefit plan," as defined in Section 3(3) of ERISA, or any other qualified or non-qualified current or deferred compensation (other than base salary and base wages), bonus, incentive compensation, stock right, stock option, stock appreciation right, severance pay, retirement, pension, profit-sharing, stock bonus, salary continuation, tuition assistance, dependent care assistance, legal assistance, vacation, fringe benefit (cash and non-cash), group or individual health, medical, dental, vision, disability, life insurance or survivor benefit or similar plan, policy or arrangement, which covers any employee, or beneficiary of any employee, whether active or retired. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "FCC" means the Federal Communications Commission or any successor agency thereof. "FCC Rules" means Title 47 of the Code of Federal Regulations, as amended at any time and from time to time, and FCC decisions, policies, reports and orders issued pursuant to the adoption of such regulations. 2

"Final Order" means an action or decision of the FCC as to which (i) no request for a stay or similar request is pending, no stay is in effect, the action or decision has not been vacated, reversed, set aside, annulled or suspended and any deadline for filing such request that may be designated by statute or regulation has passed, (ii) no petition for rehearing or reconsideration or application for review is pending and the time for the filing of any such petition or application has passed, (iii) the FCC does not have the action or decision under reconsideration on its own motion and the time within which it may effect such reconsideration has passed, and (iv) no appeal is pending including other administrative or judicial review, or in effect and any deadline for filing any such appeal that may be designated by statute or rule has passed. "GAAP" means generally accepted accounting principles, consistently applied. "Governmental Authority" means a Federal, state or local court, legislature, governmental agency (including the United States Department of Justice), commission or regulatory or administrative authority or instrumentality. "Intellectual Property Rights" means any and all (a) patents and patent applications, including without limitation, continuations, substitutes and divisions of such applications and all priority rights resulting from such applications and rights in any inventions, whether or not patented, patent pending or patentable; (b) copyrights, copyright applications, copyright registrations, and rights associated with works of authorship; (c) trademarks, service marks and any and all rights in words, names, symbols, devices, or combination thereof, used by a person to identify and distinguish the goods or services of such person from the goods and services of others and all applications or registrations for any of the foregoing and all divisions and renewals thereof, and all goodwill symbolized thereby; (d) software, trade secrets and rights in know-how, designs, formulae, inventions, products rights or technology of any nature, and other confidential or proprietary information; and (e) other intellectual property, industrial property or proprietary rights. "Law" means applicable common law and any statute, ordinance, code or other law, rule, permit, permit condition, regulation, order, decree, technical or other standard, requirement or procedure enacted, adopted, promulgated, applied or followed by any Governmental Authority. "Lessor" means the applicable lessor under a Lease. "Lien" means, with respect to any Asset, any mortgage, lien, pledge, charge, security interest, right of first refusal or right of others therein, or encumbrance of any nature whatsoever in respect of such Asset. "Maximum Debt Amount" means, with respect to the MBDA Loan, an amount of principal, interest and other charges outstanding as of the Closing Date equal to [***] plus the amount of any advances made pursuant to the MBDA Loan (and interest accruing thereon) between the Effective Date and the Closing Date that are used to pay Approved Capital Expenditures. [*** Confidential Treatment Requested] 3

"Minimum Debt Amount" means, with respect to the MBDA Loan, an amount of principal, interest and other charges outstanding as of the Closing Date equal to [***] plus the amount of any advances made pursuant to the MBDA Loan (and interest accruing thereon) between the Effective Date and the Closing Date that are used to pay Approved Capital Expenditures. "Person" means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, Governmental Authority, cooperative, association, other entity, or individual, and the heirs, executors, administrators, legal representatives, successors, and assigns of such person as the context may require. "Securities Act" means the Securities Act of 1933, as amended. "Tax" or "Taxes" means any 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 and franchise taxes, estimated taxes, withholding, employment, social security, workers compensation, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes, or other governmental charges of any nature whatsoever, imposed by any Taxing Authority of any government or country or political subdivision 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 or as a transferee or successor. "Tax Return" means any report, return, statement, estimate, declaration, notice, form or other information required to be supplied to a taxing authority in connection with Taxes. "Taxing Authority" shall mean the Internal Revenue Service and any other Governmental Authority responsible for the administration of any Tax. "Tower Leases" means any contract, agreement or arrangement relating to the use by Seller of Towers or other transmission/reception equipment on the Tower Sites. "Tower Sites" means any real property, rooftop or other building location used or occupied by Seller on which Towers used by Seller are located. "Tower Subleases" means any contract, agreement or arrangement under which Seller is a lessor, sublessor or licensor of, or makes available for use to any Person, any Tower Site or portion thereof that is the subject of a Tower Lease. "Towers" means any towers or other "antenna structures" as defined by the FCC in Part 17 of the FCC Rules. "Transactions" means the transactions contemplated by this Agreement. [*** Confidential Treatment Requested] 4

Section 1.2 Other Defined Terms. Additional terms are defined throughout this Agreement. ARTICLE 2 PURCHASE AND SALE OF ASSETS Section 2.1 Purchase and Sale. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser or Purchaser's designees, and Purchaser shall purchase from Seller all of Seller's right, title and interest as of the Closing Date in and to all of Seller's tangible and intangible assets and properties (collectively, the "Assets"), except for the Excluded Assets (as defined below), including, without limitation, the following assets, free and clear of all Liens: (a) The licenses granted by the FCC authorizing Seller to construct and operate Channels in certain markets listed on Exhibit B-1, which based on the zip code database approved by Purchaser cover the minimum number of households per Channel associated with each such Channel listed therein (the "Seller Licenses"); Seller does not represent or warrant the accuracy of the zip code database and any inaccuracy in the zip code database will not give rise to any claim or Purchase Price Adjustment on behalf of Purchaser or Seller; (b) The leases pursuant to which Seller leases the spectrum on certain Leased Channels pursuant to FCC licenses granted to the applicable Lessor (the "Underlying FCC Licenses" and together with the Seller Licenses, the "Licenses") for use in the markets listed on Exhibit B-2, which based on the zip code database approved by Purchaser cover the minimum number of households per Channel associated with each Channel listed therein ("Leases"); Seller does not represent or warrant the accuracy of the zip code database and any inaccuracy in the zip code database will not give rise to any claim or Purchase Price Adjustment on behalf of Purchaser or Seller; (c) All contracts, leases, equipment leases, Tower Leases, Tower Subleases, subleases, licenses, purchase orders, software license agreements, customer/subscriber contracts, supplier contracts, and other contracts and agreements to which Seller is a party and listed and described on Exhibit B-3, and further including all rights, claims, privileges of Seller arising under all warranties, representations and guarantees (express, implied or otherwise) made by suppliers or others in connection with the Assets (the "Assigned Contracts"); (d) All equipment, furniture, tools, spare parts, machinery, fixtures and computer hardware used or held for use by Seller, including without limitation that network equipment and spare parts used in connection with the operation of the Channels as listed on Exhibit B-4 (collectively, the "Equipment"); (e) All Intellectual Property Rights owned by or licensed to Seller or in which Seller has any right, title or interest, whether by license, permission, 5

releases or otherwise, including without limitation, all goodwill associated therewith (collectively, the "IP Assets"); and (f) All accounts receivable and other amounts due to Seller from customers of Seller (the "Accounts Receivable"). Section 2.2 Excluded Assets. Seller shall not sell, assign, transfer, convey or deliver to Purchaser, and Purchaser shall not purchase, assume or otherwise acquire from Seller, any right, title or interest in or to the following assets and properties: (a) Cash on hand, bank accounts, cash equivalents, deposits, prepaid items or instruments in existence on the Closing Date; (b) Seller's minute books, tax returns and other entity documents; (c) All Employee Plans administered, maintained or contributed to by Seller; (d) Subject to the provisions of Article 7, all of Seller's rights in and to the name "Speednet" and all derivations thereof; (e) The contracts and agreements of Seller listed in Exhibit B-5; and (f) The assets of Seller listed in Exhibit B-6. Section 2.3 Liabilities. On the terms and subject to the conditions of this Agreement and if requested by Seller, Purchaser shall assume, effective as of the Closing (a) subject to the provisions of Section 2.5(c), certain indebtedness and related obligations of Seller (the "MBDA Loan") to the Michigan Broadband Development Authority (the "MBDA") described in Section 2.3 of the Disclosure Schedules (provided that in no event shall Purchaser be required to assume an obligation to pay the MBDA an amount in excess of the Maximum Debt Amount), (b) the liabilities of Seller under the Assigned Contracts to be performed or accruing under the terms thereof after the Closing Date, and (c) the trade accounts payable of Seller to the payees listed in Section 2.3 of the Disclosure Schedules, in an amount not to exceed [***] (collectively, the "Assumed Liabilities"), and from and after the Closing, Purchaser shall pay, perform and discharge when due the Assumed Liabilities. Except for the Assumed Liabilities, Purchaser shall not assume, or be obligated or liable for, any liabilities of Seller, or any of its Affiliates, predecessors, assignors, or transferors, including any liabilities under the Assigned Contracts incurred and/or to be performed under the terms thereof on or before the Closing Date (the "Excluded Liabilities"), whether in connection with the Transactions or otherwise, all of which shall be retained and paid, performed and discharged when due by Seller or one of Seller's Affiliates. Section 2.4 Purchase Price. In consideration for the sale of the Assets, Seller shall receive the following (the "Consideration"): [*** Confidential Treatment Requested] 6

(a) Subject to adjustment, as set forth in Section 2.5 below, an amount equal to $1,500,000 (the "Cash Consideration"), payable in immediately available funds at Closing to an account designated by Seller. (b) Subject to adjustment as set forth in Section 2.5, 2,033,000 shares of Clearwire's Class A Common Stock ("Clearwire Stock"); and (c) A warrant (the "Warrant") to purchase 1,130,000 shares of Clearwire Stock at a price of $7.50 per share, exercisable commencing on the day after the first anniversary of Closing and ending on the fifth anniversary of Closing, in substantially the form attached hereto as Exhibit C. Section 2.5 Adjustment (a) The number of shares of the Clearwire Stock issuable at Closing shall be adjusted, if necessary, to account for any stock split, cash dividend, stock dividend, or other recapitalization in respect of Clearwire's issued and outstanding stock between the Effective Date and the Closing. (b) If the MBDA Loan is not prepaid as described in paragraph (c) below, and if the outstanding balance of principal, interest and other charges owing under the MBDA Loan on the Closing Date exceeds the sum of [***] plus the Approved Capital Expenditures, the amount of the Cash Consideration shall be reduced by the amount of such excess. If the MBDA Loan is not prepaid as described in paragraph (c) below, and if the outstanding balance of principal, interest and other charges owing under the MBDA Loan (less any Approved Capital Expenditures) is less than [***] the amount of the Cash Consideration shall be increased by the amount of such deficiency. (c) Purchaser acknowledges that the consent of MBDA is required for the assignment and assumption of the MBDA Loan. If MBDA refuses to consent to such assignment and assumption, imposes conditions on such consent that are unacceptable to Purchaser acting reasonably, or refuses to release Seller and Robert F. Liggett from all of their obligations in connection with the MBDA Loan, Purchaser shall, on the terms and subject to the conditions set forth in this Agreement, cause the MBDA Loan to be prepaid contemporaneously with Closing; provided that (i) one-half the amount of any prepayment penalty assessed by MBDA in connection with such prepayment shall be deducted from the Cash Consideration; (ii) if the outstanding balance of principal, interest and other charges owing under the MBDA Loan on the Closing Date exceeds the sum of $6,300,000 plus the Approved Capital Expenditures, the amount of the Cash Consideration shall be reduced by the amount of such excess; and (iii) in no event shall Purchaser be required to prepay an amount in excess of the Maximum Debt Amount, and if the outstanding balance of principal, interest and other charges owing under the MBDA Loan on the Closing Date exceeds the Maximum Debt Amount, Seller shall be responsible for prepaying such excess. [*** Confidential Treatment Requested] 7

(d) Seller may elect, by written notice to Purchaser at least 10 days prior to the Closing Date, to increase the Cash Consideration by an amount not to exceed [***] in which case the number of shares of Clearwire Stock issuable to Seller shall be reduced to be equal to the difference between [***] and the amount of the increase in the Cash Consideration, divided by [***]. Section 2.6 Purchase Price Allocation. Purchaser and Seller agree that the Consideration (and all other capitalizable costs including, without limitation, the amount of the MBDA Loan that is assumed or paid by Purchaser upon Closing) shall be allocated as set forth in Schedule 2.6. This allocation is intended to comply with the allocation method required by Section 1060 of the Code and applicable regulations under Code Sections 1060 and 338. The Parties shall cooperate to comply with all substantive and procedural requirements of Section 1060 and applicable regulations under Code Sections 1060 and 338. Purchaser and Seller agree that they will not take nor will they permit any affiliated person to take, for income tax purposes, any position inconsistent with such allocation; provided, however, that Purchaser's cost for the Assets may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated. Section 2.7 Closing; Attorneys Fees. Upon the terms and subject to the conditions hereof, the closing of the sale of the Assets (the "Closing") shall take place at the offices of Davis Wright Tremaine LLP, 2600 Century Square, 1501 Fourth Avenue, Seattle, WA 98101, within five (5) Business Days following the date on which the last condition under Article 6 has been satisfied or waived, or at such other time and place as the Parties may mutually agree. The date on which Closing occurs is called the "Closing Date." On the Closing Date, or within two (2) Business Dates after the Closing Date, Purchaser will reimburse Seller for Seller's attorneys' fees incurred in connection with this Agreement and the transaction described in this Agreement, up to a maximum of [***]. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Purchaser that except as set forth in the Disclosure Schedules, the following statements are true and correct: Section 3.1 Authorization. Seller is lawfully existing and in good standing under the laws of the State of Michigan, and has all requisite power and authority to enter into this Agreement and to perform the obligations to be performed by it under this Agreement. The execution and delivery of this Agreement, and the performance by Seller of its obligations hereunder, have been duly authorized by all necessary action on the part of Seller. Section 3.2 Enforceability. This Agreement and each other agreement, document or instrument or certificate contemplated by this Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation of Seller, [*** Confidential Treatment Requested] 8

enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Section 3.3 No Conflicts or Consents. Neither the execution, delivery and performance by Seller of this Agreement, nor the consummation of the Transactions by Seller, will, except where no material adverse effect will result, (a) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default by Seller or any of its Affiliates, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or license (subject to receipt of Consent of the FCC) or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon Seller or any of the Assets; (b) require any Consent, other than the Consent of the FCC or the Consent of any third party to any Assigned Contracts as listed on Section 3.6 of the Disclosure Schedules; or (c) violate any Law by which Seller is bound. Section 3.4 FCC Matters. (a) Seller validly holds the Licenses, permits and authorizations set forth on Exhibit B-1. True and complete copies of the Licenses have been delivered to Purchaser. There is no condition outside of the ordinary course imposed on any of the Licenses by the FCC except those that are either set forth on the face of the Licenses, as issued by the FCC, are contained in the FCC Rules applicable generally to the stations of the type, nature and class or location of the stations identified by the call signs listed on Exhibit B-1. The Licenses constitute all authorizations from the FCC necessary or required for and/or used in the operation of the Channels in the market areas identified on Exhibit B-1 as of the Effective Date. The applications related to the Licenses that are listed on Section 3.4(a) of the Disclosure Schedules are all of the applications that are now pending at the FCC regarding the Licenses or the Seller. No Person other than Seller, or the applicable Lessor, has any right, title, interest or claim in or to the Licenses. The Licenses have been granted to Seller, or the applicable Lessor, by Final Order and are (and will be on the Closing Date) in full force and effect. (b) There is not pending or, to the knowledge of Seller, threatened against Seller or the Licenses any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any of the Licenses, (ii) seeks the imposition of any modification or amendment with respect to any of the Licenses, (iii) which would adversely affect the ability of Seller to consummate the Transactions or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the Licenses. To Seller's knowledge, there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. There is no unsatisfied adverse FCC order or ruling outstanding against Seller, or, to Seller's knowledge, any Lessor or any of the 9

Licenses. Neither Seller nor, to Seller's knowledge, any Lessor is a party to any pending complaint or proceeding at the FCC regarding any of the Licenses. (c) Except as set forth in Section 3.4(c) of the Disclosure Schedule, neither Seller nor, to Seller's knowledge, any Lessor has agreed to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the Licenses and/or Channels, and no such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller or any Lessor with respect to their respective facilities. (d) Seller and, to Seller's knowledge, all Lessors are in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on Seller or on Seller's ability to consummate the Transactions. Since the filing of the initial application for the Licenses, Seller and, to Seller's knowledge, all Lessors have complied in all material respects with FCC Rules applicable to the Licenses, including without limitation the Communication Act of 1934, as amended. Since the issuance of the Licenses, Seller and, to Seller's knowledge, all Lessors have complied in all material respects with all of the terms and conditions of the Licenses. The Licenses are free and clear of all Liens and are unimpaired by any acts or omissions of Seller, any Lessor or their respective agents, assignees and licensees. All material documents required to be filed at any time by Seller, to Seller's knowledge, or any Lessor with the FCC with respect to the Licenses have been timely filed or the time period for such filing has not lapsed. All such documents filed since the date that the Licenses were issued to Seller or since Seller became lessee under the Leases are correct in all material respects. All amounts owed to the FCC in connection with the Licenses have been timely paid. (e) The facilities subject to the Licenses for which certification of completion of construction has been filed with the FCC are operating and have been operated by Seller, in material compliance with the Licenses therefore and the FCC Rules. Seller is not transmitting from or otherwise operating any facility that is not the subject of a license of the FCC. None of the facilities operated by Seller subject to the Licenses is (i) authorized pursuant to an authorization which is subject to challenge before the FCC or any court of competent jurisdiction or (ii) subject to any lease, sublease or any agreement to make it available to a third Person. None of the facilities subject to the Licenses are operated by Seller pursuant to special temporary or developmental authority. (f) Section 3.4(f) of the Disclosure Schedules sets forth a true and complete list of the following information in relation to each of the Tower Leases and Subleases: (i) the expiration date of such Tower Lease or Sublease, (ii) the name of the lessee or other counterparty to such Tower Lease and Sublease, (iii) the address or location of the leased premises or Tower Site, and (iv) the monthly, quarterly or annual rent, as applicable, payable under such Tower Lease or Sublease. True and complete copies of the Tower Leases and Subleases have been provided to Purchaser. To the knowledge of Seller, all of the Towers located 10

on the Tower Sites are obstruction-marked and lighted to the extent required by, and in accordance with, the rules and regulations of the Federal Aviation Administration (the "FAA") and the FCC Rules. To the knowledge of Seller, appropriate notification to the FAA and registration with the FCC has been made for each Tower located on the Tower Sites and owned, leased or used by Seller where required by the rules and regulations of the FAA or the FCC Rules, as applicable. (g) The information set forth on Exhibit B-2 is true and correct in all material respects; provided, Seller makes no representation or warranty with respect to the number of households per Channel listed therein. True and complete copies of the Leases, together with all amendments, waivers and notices thereto (whether written or oral), have been provided to Purchaser. The Leases are in full force and effect, are free from any claims, liabilities or Liens and are unimpaired by any acts or omissions of Seller, its agents, assignees and licensees. Seller has valid leasehold interests in the Leases and will effectively convey to Purchaser valid leasehold interests in all of the Leases. Since entering into the Leases, Seller has complied in all material respects with all of the terms and conditions of the Leases. Seller's operations and activities pursuant to the Leases have been at all times conducted in material compliance with the Communications Act of 1934, as amended, and the FCC Rules. (h) Seller has paid all Taxes and other charges assessed against the Assets, including but not limited to, against any EBS transmission facilities. Seller has also paid all other Taxes, assessments and fees due from Seller or any Lessor as a result of the use of capacity on the Channels by Seller and the provision of services by Seller or any of Seller's sublessees over the Channels, including but not limited to any regulatory fees and required contributions of any Lessor to the Universal Service Fund under the Telecommunications Act of 1996 and the FCC Rules, except for Taxes, assessments or fees, if any, with respect to services provided by Lessors to Lessors themselves and to any educational institution or not-for-profit organization or site with which Lessors are working in furtherance of educational goals approved by Lessors. Section 3.5 Title to Assets; Condition of Assets. Seller has good and marketable title to all of the Assets, free and clear of any Liens except for Liens for taxes not yet due and payable. The Assets are owned by, or leased to, Seller and are sufficient for the conduct of the business and operation of Seller as presently conducted. The Equipment is in good operating condition, ordinary wear and tear excepted, and is suitable for the purposes for which it is intended. Section 3.6 Contracts. (a) Exhibit B-3 contains a complete list by category of all of the Assigned Contracts including all amendments, modifications, supplements, notices and waivers to such contracts affecting the obligations of any party thereunder and identifies which if any of such Assigned Contracts require the 11

consent of a party thereto in order to be assigned to Purchaser in the Transactions. Accurate and complete copies of all Assigned Contracts have been delivered or made available to Purchaser. Each of the Assigned Contracts is valid, binding on Seller and, to the knowledge of Seller, each other party thereto and in full force and effect, enforceable by Seller in accordance with its terms. Seller has not assigned, pledged, transferred, or otherwise disposed of or granted any Lien on its rights, titles and interests under any of the Assigned Contracts to any other Person, nor, to the knowledge of Seller, has any other party to the Assigned Contracts so assigned, pledged, transferred, granted any Lien on, or otherwise disposed of any of its rights, title and interests thereunder. Neither Seller nor, to the knowledge of Seller, any other party to any of the Assigned Contracts has failed to comply with or is in material breach or material default thereunder. To the knowledge of Seller, no condition exists or event has occurred and is continuing as of the date hereof and the Closing which, with or without the lapse of time or the giving of notice, or both, would constitute a material default by any party under any Assigned Contract or give rise to any Lien or right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration against Seller under any such Assigned Contract. Seller has not received any notice of termination, or intent to terminate, with respect to any Assigned Contract, and to the knowledge of Seller, no party to any Assigned Contract has threatened to terminate any Assigned Contract. Other than the contracts and agreements listed in Exhibit B-3, Seller is not a party to any material contracts relating to the Assets for which Purchaser would be liable for performance thereunder. None of the Assigned Contracts are with any Person that is an officer, director, stockholder, member (or family member of such Person) or Affiliate of Seller. (b) No Assigned Contract includes or provides for: (i) a covenant not to compete in any geographical area or in any line of business; (ii) a lease, sublease or similar agreement with any Person under which Seller is a lessor, sublessor or licensor of, or makes available for use to any Person, any Asset; or (iii) the sale of any Asset or any right, title or interest therein or the grant of any preferential rights (including options and rights of first refusal) to purchase any Asset or requiring the Consent of any third party to the transfer thereof. Section 3.7 Taxes. All Tax Returns required to be filed by Seller have been timely filed, and Seller is not the beneficiary of any extension of time within which to file any Tax Return. All such Tax Returns are true, complete and correct. All Taxes owed by Seller (whether or not shown on any Tax Return) have been paid, including, without limitation with respect to any EBS transmission facilities. Seller has withheld and paid to the appropriate Taxing Authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, member or other third party. Seller has not waived any statute of limitations in respect to Taxes or agreed to any extension of time with respect to an assessment or deficiency of Taxes. No adjustment relating to any Tax Returns filed by Seller has been proposed by any Taxing Authority and remains unresolved. There are no Tax Liens on any of the Assets, other than Liens for Taxes that are not yet due and payable. 12

Section 3.8 Financial Statements. Seller has furnished to Purchaser copies of (a) the reviewed financial statements described in Section 3.8(a) of the Disclosure Schedules (the "Reviewed Financial Statements"), (b) the unreviewed financial statements described in Section 3.8(b) of the Disclosure Schedules (the "Interim Financial Statements" and collectively with the Reviewed Financial Statements, the "Financial Statements"), and (c) the customer data and information described in Section 3.8(c) of the Disclosure Schedules (the "Customer Data"). The Customer Data is true and correct in all material respects. The Reviewed Financial Statements have been prepared in conformity with GAAP applied on a consistent basis from year to year (except as noted otherwise therein); and are true and correct in all material respects and present fairly in all material respects the financial condition of Seller and the results of operations and changes in cash flow of Seller for the periods to which each relates. The Interim Financial Statements have been prepared in conformity with GAAP applied on a consistent basis from year to year (except as noted otherwise therein), subject to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes (which, if presented, would not differ materially from those included in the Reviewed Financial Statements), and are true and correct in all material respects and present fairly in all material respects the financial condition of Seller and the results of operations and changes in cash flow of Seller for the periods to which each relates. Section 3.9 No Material Changes. Since the date of the Interim Financial Statements, the Assets have been operated in the ordinary course and consistent with past practice, and there have not been any material adverse changes in the results of operations, financial condition, assets, liabilities or business of Seller. Section 3.10 Intellectual Property. Section 3.10 of the Disclosure Schedules contains an accurate and complete list of all (i) registrations and applications for any IP Assets, and (ii) each software program owned or used by Seller that is material to Seller's business (other than off-the-shelf, pre-packaged commercially available third-party software used internally by Seller). Seller has good and marketable title to the IP Assets, free and clear of any Liens. To Seller's knowledge, Seller is not infringing upon, violating or otherwise acting adversely to the right or claimed right of any Person in any Intellectual Property Rights. No IP Asset is the subject of any injunction, citation, award, judgment, order or decree. To Seller's knowledge, no person is violating, infringing or misappropriating, or has violated, infringed or misappropriated, at any time, any IP Asset. Seller has not granted any licenses, options or other rights in any IP Assets to any person. Seller is not obligated or under any liability to make payments by way of royalties, fees or otherwise to any owner, licensor of, other claimant to, or party to any option, license or agreement of any kind with respect to, any IP Asset. Seller has taken all reasonable measures to protect the secrecy, confidentiality and value of all trade secrets that are owned, used or held by Seller. None of the IP Assets is owned by or registered in the name of any current or former owner, member, manager, officer, employee, salesman, agent, customer, representative or contractor. Section 3.11 Accounts Receivable. The Accounts Receivable of Seller arose from bona fide transactions in the ordinary course of business. The services involved 13

have, in all material respects, been provided to the account obligor, and such Accounts Receivable constitute valid and enforceable claims. The Accounts Receivable are collectible at their full amounts, less (a) any reserve for doubtful accounts shown on the Interim Financial Statements for Accounts Receivable created prior to the date of the Interim Financial Statements and (b) [***]. Section 3.12 Employees. Section 3.12 of the Disclosure Schedules contains a true and complete list of the persons employed by Seller as of the date of this Agreement (the "Current Employees"), their respective dates of hire by Seller, current positions, current compensation under Seller's existing employment policies, and the amount and nature of any severance obligations that Seller would have to them in the event of their termination of employment by Seller. Seller is not delinquent in the payments to any of the Current Employees for any wages, salaries, commissions, bonuses or other direct or indirect compensation for any services performed by them to the date of this Agreement or for any amounts required to be reimbursed to the Current Employees. Section 3.13 Litigation. There is no legal proceeding now in progress or pending or, to the knowledge of the Seller, threatened against Seller or any of the Assets or the Assigned Contracts or the business of Seller, nor to the knowledge of Seller does there exist any basis therefor. Seller is not subject to any order, writ, injunction or decree of any court or any federal, state, municipal or other domestic or foreign Governmental Authority. Section 3.14 Employee Plans. No Employee Plan administered, maintained or contributed to by Seller is a money purchase plan or a defined benefit plan or a "multi-employer plan" as defined in Section 3(37) of ERISA, nor has Seller been obligated to make a contribution to any multi-employer plan within the past five years. Section 3.15 Brokers. Neither Seller nor any of its Affiliates has employed any broker or finder or incurred any liability for any brokerage or finding fees or commissions in connection with the Transactions. Section 3.16 Securities Representations. (a) Seller is an Accredited Investor. Seller is acquiring the Clearwire Stock and the Warrant for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. Seller understands that the Clearwire Stock and the Warrant have not been registered under the Securities Act and cannot be sold or otherwise transferred unless subsequently registered under the Securities Act or an exemption from such registration is available. (b) Seller is knowledgeable and experienced in the telecommunications industry and is capable of evaluating the risks and merits of the transactions contemplated by this Agreement, including the acquisition of Clearwire Stock and the Warrant, and making an informed decision with respect thereto. Seller and its representatives have had sufficient opportunity to ask [*** Confidential Treatment Requested] 14

questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities. Seller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that Seller has requested. Seller has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement and to accept Clearwire Stock and the Warrant as partial consideration for the sale of the Assets based solely on this assessment, analysis and investigation, and the representations and warranties of Purchaser set forth in this Agreement. (c) Seller is aware that Clearwire is a speculative enterprise, that certain of the information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Seller further acknowledges that the value of Clearwire's assets is inherently uncertain and is dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Seller represents and warrants to Purchaser and Clearwire that it has assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in this Agreement. (d) For purposes of application of state securities law, Seller is a resident of the State of Michigan. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrants to Seller that the following statements are true and correct: Section 4.1 Existence; Authorization. Purchaser is lawfully existing and in good standing under the laws of the State of Nevada, has all requisite power and authority to enter into this Agreement and to perform the obligations to be performed by it under this Agreement. Clearwire is lawfully existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to enter into this Agreement and to perform the obligations to be performed by it under this Agreement. The execution and delivery of this Agreement, and the performance by Purchaser and Clearwire of their respective obligations hereunder, have been duly authorized by all necessary action on the part of Purchaser and Clearwire. Section 4.2 Enforceability. This Agreement has been duly executed and delivered by Purchaser and Clearwire is a legal, valid and binding obligation of Purchaser and Clearwire, enforceable against Purchaser and Clearwire in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and 15

similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Section 4.3 No Conflicts or Consents. Neither the execution, delivery and performance by Purchaser and Clearwire of this Agreement, nor the consummation of the Transactions by Purchaser, will require any Consent, other than the Consent of the FCC. Section 4.4 Brokers. Neither Purchaser nor Clearwire has employed any broker or finder or incurred any liability for any brokerage or finder's fees or commissions in connection with the Transactions. Section 4.5 Disclosure. Clearwire has provided Seller with a copy of Clearwire's Form S-1 filed with the Securities and Exchange Commission, with all exhibits (the "Securities Filing") and Private Placement Memorandum as Supplemented dated as of June 30, 2006 (the "Placement Memorandum"). The Securities Filing and Placement Memorandum did not, as of its date, contain any untrue statement of a material fact or omit to state any material fact necessary to prevent the statements made from being misleading in light of the circumstances under which they were made. The financial statements included in the Securities Filing and Placement Memorandum were prepared in accordance with GAAP (except, in the case of unaudited statements, as to the absence of footnotes and except for normal and non-material year-end adjustments and other non-material adjustments permitted by GAAP) applied on a consistent basis during the periods involved; and are true and correct in all material respects and present fairly in all material respects the financial position of Clearwire as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments, none of which would be material in amount or scope). Section 4.6 No Material Changes. Since the date of the financial statements set forth in the Placement Memorandum, there have not been any material adverse changes in the results of operations, financial condition, assets, liabilities, or business of Purchaser. ARTICLE 5 COVENANTS AND OTHER AGREEMENTS Section 5.1 Consummation of Transactions. From and after the date of this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to perform its obligations under this Agreement and to consummate the Transactions as soon as reasonably practicable. Section 5.2 Certain Notices. Each Party shall promptly notify the other Parties in reasonable detail: (a) upon the commencement of, or the impending or threatened commencement of, or upon obtaining knowledge of any facts that would give rise to, any claim, action or proceeding brought to enjoin the consummation of the 16

Transactions, or against or relating to (i) the notifying Party or its properties or assets, which could materially adversely affect the Transactions or its ability to perform its obligations hereunder, or (ii) the Assets or their use; (b) upon the occurrence of, or the impending or threatened occurrence of, or upon obtaining knowledge of any facts that would give rise to, any event which could cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained in this Agreement (and in such case such Party shall use commercially reasonable efforts to prevent or promptly remedy such breach); and (c) upon the occurrence or existence of any event, condition, circumstance or state of facts known to the notifying Party, which has had or could have a material adverse effect on the Transactions or its ability to perform its obligations hereunder, or could materially adversely affect the Assets or their use. Section 5.3 Confidentiality. Pursuant to this Agreement and the performance thereof, each Party (in such capacity, a "Recipient") may receive certain Confidential Information of the other Parties (in such capacity, a "Disclosing Party"). The Recipient shall not use for itself, except in performance of the Agreement, or disclose to any Person this Agreement or any Confidential Information of the Disclosing Party, except (a) information that was gained independent of the Recipient's relationship with the Disclosing Party and became publicly available through no breach of any obligation of confidentiality by the Recipient; (b) information that is communicated to a third Person with the prior written consent of the Disclosing Party; or (c) information that is required to be disclosed pursuant to the lawful order of a Governmental Authority or disclosure that is required by operation of Law, but in such event, only to the extent such disclosure is required and, to the extent reasonably practicable, prior written notice must be given to allow the Disclosing Party to seek a protective order or other appropriate remedy. In the event of a breach or threatened breach of the terms of this section, the Disclosing Party shall be entitled to seek an injunction prohibiting any such breach. Any such injunctive relief shall be in addition to, and not in lieu of, any appropriate relief in the way of money damages or any other remedies available at law or in equity. Seller acknowledges and agrees that the terms of this Agreement may be required to be separately stated in the consolidated financial statements of Clearwire and/or its Affiliates and that the disclosure by Clearwire or its Affiliates of such financial statements shall not be a breach of this Agreement. Purchaser and Clearwire may disclose this Agreement to their respective Affiliates, strategic partners, actual or potential investors, lenders, acquirers, merger partners; and others whom Purchaser or Clearwire deem in good faith to have a need to know such information for purposes of pursuing a transaction or business relationship with Purchaser or Clearwire. 17

Section 5.4 Further Assurances. Each Party shall forthwith upon request execute and deliver such documents and take such actions as may reasonably be requested by any other Party in order to effectuate the purposes of this Agreement. Section 5.5 FCC Qualifications and Filings. Seller hereby covenants and agrees that prior to the Closing it shall maintain all necessary qualifications to hold and to obtain renewal in the ordinary course of the Licenses, and further covenants that it shall not knowingly or negligently take any action, or fail to take any action, which action or failure to act creates a material risk that Seller or the applicable Lessor would not be qualified to hold the Licenses or that the FCC would revoke the Licenses. Once the transaction described in this Agreement has been completed, Purchaser will prepare and file the required consummation notice with the FCC within the required 30 day period thereafter and will provide a copy of such filing to Seller. Section 5.6 Consents. The Parties shall use commercially reasonable efforts and shall cooperate to prepare and file with Governmental Authorities and other Persons, no later than ten (10) days following the Effective Date, all applications, notices, petitions and other documentation necessary or advisable to obtain the Consents (it being understood that the failure to file within such period shall not constitute a breach of this Agreement). Each Party shall furnish to the other Parties all information concerning such Party and its Affiliates reasonably required for inclusion in any application to be made in connection with the Transactions or to determine compliance with FCC Rules. Any fees associated with the filing of such applications, notices, or petitions shall be paid by Purchaser. After the Effective Date and prior to the Closing, Seller shall use commercially reasonable efforts to obtain a Consent to assignments to Purchaser of all of the Assigned Contracts requiring Consent. Section 5.7 Seller Affirmative Covenants. Between the date hereof and the Closing Date, Seller shall (a) carry on its business as currently conducted and only in the ordinary course of business; (b) preserve the Licenses and Leases intact; (c) comply in all material respects with all Laws; (d) maintain in full force and effect the Licenses, Assigned Contracts, Leases and other licenses necessary to preserve Seller's ability to consummate the Transaction; (e) maintain and preserve the Equipment and the IP Assets; (f) maintain its books, accounts and records in the usual and regular manner, in accordance with GAAP; and (g) diligently pursue and defend all applications for assignment of the Licenses and Leases from Seller to Purchaser. Section 5.8 Seller Negative Covenants. Seller shall not, and shall not enter into, any agreement, arrangement or understanding to, or otherwise offer or commit to (a) sell, transfer, assign, lease, modify or dispose of any Assets or of the spectrum to be covered by the Licenses or Leases or any interests therein or portion thereof, or negotiate therefore; (b) create, incur or suffer to exist any Lien or other liability on any Assets or the spectrum to be covered by the Licenses or any interest therein; or (c) amend any Lease or Assigned Contract. Section 5.9 Access. Between the date of this Agreement and the Closing Date, Seller shall, during normal business hours (a) give Purchaser and its representatives and 18

advisors access to its books, records, offices and other facilities and properties; (b) permit Purchaser and its representatives and advisors to make such inspections thereof as they may reasonably request; and (c) cause its officers and advisors to furnish Purchaser with such financial and operating data and other information with respect to Seller as Purchaser may from time to time reasonably request. Between the date of this Agreement and the Closing Date, Purchaser shall, during normal business hours give Seller and its legal counsel access to Purchaser's data room, containing information Clearwire makes available to its potential investors. Section 5.10 Publicity. No Party shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other Parties hereto, which approval will not be unreasonably withheld or delayed, unless disclosure is otherwise required by applicable Law, provided that, to the extent required by applicable Law, the Party intending to make such release shall use its commercially reasonable efforts consistent with such applicable Law to consult with the other Parties with respect to the text thereof. Section 5.11 "Market Stand-off" Agreement. To the extent all other shareholders holding shares in an amount equal to or less than Seller are requested by Clearwire or an underwriter of capital stock or other securities of Clearwire in connection with Clearwire's initial public offering, Seller agrees not to sell or otherwise transfer or dispose of any capital stock or other securities of Clearwire held by Seller during the 180 day period following such initial public offering. If requested by a managing underwriter in connection with Seller's initial public offering, Seller shall execute a separate agreement to the foregoing effect. Clearwire may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of such period. Section 5.12 Employees. Effective immediately before Closing, Seller shall terminate all of its employees and fully satisfy all obligations owing to them or make adequate provision therefor. In particular, but not by way of limitation, Seller shall be responsible for payment when due of all salaries, wages, accrued vacation and other leave rights, fringe benefits, health benefits and severance pay rights which are accrued or earned and unpaid as of the Closing under the terms of its employment arrangement with each such employee; and with respect to those of Seller's employees who are salaried, its usual and customary policies concerning compensation, vacation and severance. Seller shall give all notices and shall provide all continuation coverages that may be required by the provisions of the Omnibus Budget Reconciliation Act of 1989. Seller shall comply with all applicable provisions of the Worker Adjustment and Retraining Notification Act of 1988, and any similar state Law. Following Closing, Purchaser may offer employment to each or some of the employees terminated by Seller and Seller agrees to cooperate with Purchaser in introducing Purchaser to any or all employees. Purchaser may offer employment to any employees of Seller with no obligation to recognize any past service of employees to Seller. Within fourteen (14) days prior to the Closing Date, Purchaser will provide Seller with a list of those employees to whom Purchaser intends to make offers of employment. 19

ARTICLE 6 CONDITIONS TO CLOSING Section 6.1 Conditions to the Obligations of Both Parties. Each Party's obligation to consummate the Transactions is subject to the satisfaction or waiver, on or prior to the Closing Date, of each of the following conditions, as applicable to the Party specified: (a) The FCC shall have approved the application for consent to the assignment of the Seller Licenses and Leases to Purchaser (or its designee) without imposition of conditions outside of the ordinary course, such approval shall have become a Final Order, and such Final Order shall be in full force and effect; and all other notices, filings and Consents required to be made or obtained prior to the Closing by any Party or any of its respective Affiliates with any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the Transactions shall have been made or obtained. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, nor any Law promulgated or enacted by any Governmental Authority, shall be in effect that would impose material limitations on the ability of any Party to consummate the Transactions. Section 6.2 Conditions to the Obligations of Seller. Seller's obligation to consummate the Transactions is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of Purchaser contained herein shall be true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct) as of the Closing as if made on and as of the Closing Date (except that representations and warranties that are made as of a specific date need be so true and correct only as of such date), and Seller shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Purchaser. (b) The covenants and agreements of Purchaser and Clearwire to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects, and Seller shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Purchaser and Clearwire. (c) Purchaser and Clearwire having delivered to Seller the Consideration for the Assets pursuant to Section 2.4. (d) Clearwire shall have countersigned the instruments described in Section 6.3(h). 20

(e) If the MBDA Loan is not prepaid in connection with the Closing, Robert Liggett shall have been released from any personal guarantees he may have given to the MBDA to secure repayment of the MBDA Loan, and Purchaser and Clearwire shall have executed and delivered such documents and instruments as may be required by MBDA in connection with the assignment and assumption of the MBDA Loan. Section 6.3 Conditions to the Obligations of Purchaser. Purchaser's and Clearwire's obligations to consummate the Transactions are subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of Seller contained herein shall be true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct) as of the Closing as if made on and as of the Closing Date (except that representations and warranties that are made as of a specific date need be so true and correct only as of such date), and Purchaser shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Seller. (b) The covenants and agreements of Seller to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects, and Purchaser shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Seller. (c) Seller shall have executed and delivered to Purchaser (or its designee) an Instrument of Assignment and Assumption with respect to the Seller Licenses in the form of Exhibit D. (d) Seller shall have executed and delivered to Purchaser (or its designee) an Assignment and Assumption with respect to the Leases and Assigned Contracts and Assumed Liabilities, if necessary, in the form of Exhibit E. (e) Seller shall have obtained a completed IRS Form W-9 from the lessor of each Lease. (f) Seller shall have executed and delivered to Purchaser (or its designee) a Bill of Sale with respect to the tangible Assets in the form of Exhibit F. (g) Seller and Robert Liggett shall have executed and delivered to Purchaser a Non-Competition Agreement in the form of Exhibit G. (h) Seller shall have executed and delivered to Purchaser (i) a joinder to the Amended and Restated Stockholders Agreement, dated March 16, 2004 (the "Stockholders Agreement"), by and among Clearwire and Clearwire's stockholders; (ii) a completed Stockholder Questionnaire as provided by 21

Clearwire prior to the Closing; and (iii) a joinder to the Registration Rights Agreement, dated March 16, 2004, by and among Clearwire and Clearwire's stockholders. (i) Seller shall have obtained Consents to assignment of the Assigned Contracts in form reasonably acceptable to Purchaser and without the imposition of new conditions or requirements that are not acceptable to Purchaser. (j) Seller shall have delivered to Purchaser a completed IRS Form W-9. (k) Purchaser shall have received from the MBDA such written assurances as it may require regarding the outstanding balance of principal, interest and other charges under the MBDA Loan, including a certification that such outstanding balance does not exceed the Maximum Debt Amount. (l) Purchaser shall have received such documentation from Seller as it may reasonably require regarding the application of proceeds of the MBDA Loan used to pay for Approved Capital Expenditures. ARTICLE 7 POST CLOSING COVENANTS Section 7.1 Use of Name. Effective upon Closing, Seller grants a non-exclusive license to Purchaser to use the trade name "Speednet" and derivations thereof ("Seller's Trade Name"), as follows: For a period of [***] after the Closing Date, Purchaser may continue to operate the Assets using Seller's Trade Name. After the end of such [***] period, such license shall terminate and Purchaser shall discontinue using and will dispose of all items of stationery, business cards and literature bearing Seller's Trade Name, provided that Purchaser will not be required to remove or discontinue using any Seller's Trade Name that is affixed to any Assets to be used in the homes of customers or on properties or in premises from which Purchaser will provide service following Closing, where such removal or discontinuation is impracticable for Purchaser. ARTICLE 8 TERMINATION Section 8.1 Termination. This Agreement may be terminated at any time: (a) by mutual written consent of Purchaser and Seller; (b) by either Purchaser or Seller if (i) there shall be any Law that makes consummation of the Transactions illegal or otherwise prohibited, or (ii) any judgment, injunction, order or decree of any court or other Governmental Entity having competent jurisdiction enjoining Purchaser and Seller from [*** Confidential Treatment Requested] 22

consummating the Transaction is entered and such judgment, injunction or order shall have become final and non-appealable; (c) by Purchaser and Clearwire upon the occurrence of a material breach of any representation, warranty or covenant in this Agreement by Seller if such breach is not cured within [***] following written notice by Purchaser and Clearwire which notice shall describe the breach; or (d) by Seller upon the occurrence of a material breach of any representation, warranty or covenant in this Agreement by Purchaser or Clearwire if such breach is not cured within [***] following written notice by Seller which notice shall describe the breach; or (e) by Purchaser or Seller if the Closing has not occurred on or before a date that is [***] after the Effective Date, provided that the failure to close on or before such date is not the fault of the terminating Party. Section 8.2 Effect of Termination. In the event of a termination of this Agreement, neither Party shall have any liability or further obligation to the other, except that (a) nothing herein will relieve a Party from liability for any breach by such Party of this Agreement; and (b) the provisions of this Article 8, Article 9 and Article 10 shall survive the termination of this Agreement. Whether or not Closing occurs, all costs and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses. Section 8.3 Joint Venture. Purchaser and Seller acknowledge and agree that they jointly bid on and have been awarded certain EBS and BRS Spectrum leases covering Southeastern Lower Michigan and have agreed to jointly develop such market. The Parties have negotiated and substantially completed the terms of the joint venture as set forth in the SC Broadband LLC Operating Agreement (the "JV Agreement"), the most recent draft of which was Seller's draft document number 207358 v9, on which Purchaser has not yet provided comments or proposed revisions. In the event the Transaction does not close for any reason the parties will proceed with the joint venture substantially on the terms and conditions set forth in the JV Agreement and use their best efforts to negotiate resolution to the remaining open issues under the JV Agreement and to complete the JV Agreement as soon as practicable. ARTICLE 9 SURVIVAL AND REMEDIES Section 9.1 Survival. The representations and warranties contained in this Agreement shall survive the Closing until [***] after the Closing Date and shall expire at such time, except for claims for indemnity with respect to which notice has been given to the Party to be charged prior to such expiration date. The [*** Confidential Treatment Requested] 23

covenants and other agreements contained in this Agreement shall survive the Closing until the date or dates specified therein or the expiration of the applicable statute of limitations (including any waivers or extensions thereof) with respect to such matters, whichever is later. Section 9.2 Seller Indemnification. Seller shall indemnify Purchaser, its representatives members, managers, officers, employees, agents, successors and assigns (the "Purchaser Indemnified Parties") and hold the Purchaser Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (a) the failure of any representation or warranty of Seller set forth in this Agreement, or any representation or warranty contained in any certificate delivered by pursuant to this Agreement, to be true and correct as of the dates made; (b) the breach of any covenant or other agreement on the part of Seller under this Agreement; (c) the Excluded Liabilities; (d) use of Seller's Trade Name in Michigan following the Closing; and (e) the ownership and operation of the Assets prior to the Closing. Section 9.3 Purchaser Indemnification. Purchaser shall indemnify Seller, its managers, members, officers, employees, agents, successors and assigns (the "Seller Indemnified Parties") and hold the Seller Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (a) the failure of any representation or warranty of Purchaser set forth in this Agreement, or any representation or warranty contained in any certificate delivered by pursuant to this Agreement, to be true and correct as of the dates made; (b) the breach of any covenant or other agreement on the part of Purchaser under this Agreement; (c) the Assumed Liabilities; and (d) the ownership and operation of the Assets following the Closing. Section 9.4 Indemnification Procedures. (a) In the event that any claim shall be asserted by any Person in respect of which payment may be sought under Section 9.2 or Section 9.3 hereof (each, a "Claim"), the indemnified party shall reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is 24

covered by this indemnity to be forwarded to the indemnifying party. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, it shall within ten (10) days (or sooner, if the nature of the Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Damages under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if (i) so requested by the indemnifying party to participate or (ii) in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Claim. The Parties hereto agree to cooperate fully with each other in connection with the defense, negotiation, or settlement of any such Claim. (b) After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated (with the consent of all Parties, which consent will not be unreasonably withheld), or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter. (c) The failure of the indemnified party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss and prejudice as a result of such failure. Section 9.5 Limitations 25

(a) No indemnity claim shall be payable by an indemnifying party pursuant to this Article 9 unless and until the aggregate indemnity claims asserted against the indemnifying party under this Article 9 equals the Liability Threshold. Once the Liability Threshold is reached, the indemnified party shall be entitled to the benefit of the indemnity to the extent of all Damages both above and below the Liability Threshold. The Liability Threshold shall be equal to [***]; provided, however, there shall be disregarded for all purposes and neither party shall have any liability under this Article 9 for any claim which is less than $10,000. (b) Purchaser shall not be liable to indemnify the Seller Indemnitees to the extent that the aggregate indemnification liability with respect thereto exceeds [***]. Seller shall not be liable to indemnify the Purchaser Indemnitees to the extent that the aggregate indemnification liability with respect thereto exceeds [***]. (c) Any determination of damages incurred by an indemnified party shall be subject to the following: (i) Such damages shall be net of any insurance proceeds recoverable by the indemnified party (and/or its affiliates and assigns) with respect to such claim; and (ii) An indemnified party shall not be entitled to make any claims for indemnification with respect to breaches of any representations and warranties which as to which such party had actual knowledge prior to Closing. (d) The limitations contained in this Section 9.5 shall not apply to any claims for indemnity alleging (i) fraud or willful misconduct, (ii) liability for payment of Taxes, (iii) liability of Seller for payment or performance of Retained Liabilities, (iv) liability of Purchaser for payment or performance of Assumed Liabilities, (v) liability for breach of any of the covenants contained in Article 5 hereof, and (vi) liability of Seller for breach of the representations and warranties contained in Section 3.4 and 3.5. Section 9.6 Remedies. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF A BREACH OF THIS AGREEMENT, EVEN IF ADVISED AT THE TIME OF BREACH OF THE POSSIBILITY OF SUCH DAMAGES. ARTICLE 10 MISCELLANEOUS Section 10.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and [*** Confidential Treatment Requested] 26

discussions, whether oral or written, of the Parties with respect to the subject matter hereof and thereof. Section 10.2 Amendments and Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (in the case of an amendment) by Seller and Purchaser or (in the case of a waiver) by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Section 10.3 Remedies Cumulative. Except as otherwise provided herein, all rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by a Party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Party. Section 10.4 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by any Party without the prior written consent of the other Parties; provided, however, that (a) Purchaser may, at any time prior to Closing, assign this Agreement or Purchaser's right to receive assignment of the Assets, or any of them, to an Affiliate of Purchaser, without the consent of Seller, and (b) Seller may at any time after the Closing assign all or any portion of the Clearwire Shares to any Person who is an Accredited Investor if (i) such assignment is a permitted transfer under the Stockholders Agreement, and (ii) the Person executes and delivers to Clearwire an investor letter in the form attached hereto as Exhibit H, together with the documents, instruments and opinions referred to therein; and (b) Seller may assign the Warrant on the terms set forth therein. Section 10.5 Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given or made (a) upon delivery if delivered personally (by courier service or otherwise), as evidenced by written receipt or other written proof of delivery (which may be a printout of the tracking information of a courier service that made such delivery), or (b) upon confirmation of dispatch if sent by facsimile transmission (which confirmation shall be sufficient if shown by evidence produced by the facsimile machine used for such transmission), in each case to the applicable addresses set forth below (or such other address which any Party may from time to time specify): If to Seller: [***] Attention: [***] Facsimile: [***] [*** Confidential Treatment Requested] 27

If to Purchaser or Clearwire: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Attention: [***] Facsimile: [***] With copies to: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Attention: Legal Department Facsimile: [***] Davis Wright Tremaine, LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101 Attn: [***] Facsimile: [***] Section 10.6 Governing Law; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without reference to the choice of law principles thereof. (b) THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS. Section 10.7 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, the Parties shall bear their respective expenses (including, but not limited to, all compensation and expenses of counsel, financial advisors, consultants, actuaries and independent accountants) incurred in connection with this Agreement and the Transactions. Section 10.8 Invalidity. In the event that any of the provisions contained in this Agreement or in any other instrument referred to herein, shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or such other instrument and such provision will be ineffective only to the extent of such invalidity, [*** Confidential Treatment Requested] 28

illegality or unenforceability, unless the consummation of the Transactions is impaired thereby. Section 10.9 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 10.10 Headings. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. [SIGNATURE PAGE FOLLOWS] 29

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written. SPEEDNET LLC By: /s/ John Ogren ------------------------------------ Name: John Ogren ---------------------------------- Title: President & CEO --------------------------------- CLEARWIRE SPECTRUM HOLDINGS II LLC By: /s/ R. Gerard Salemme ------------------------------------ Name: R. GERARD SALEMME ---------------------------------- Title: Executive Vice President --------------------------------- CLEARWIRE CORPORATION By: /s/ R. Gerard Salemme ------------------------------------ Name: R. GERARD SALEMME ---------------------------------- Title: Executive Vice President --------------------------------- 30

EXHIBIT A CAPITAL EXPENDITURES BUDGET [***] [*** Confidential Treatment Requested]

EXHIBIT B-1 SELLER LICENSES [***] <TABLE> <S> <C> <C> <C> <C> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> <TABLE> <S> <C> <C> <C> <C> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> [***] [*** Confidential Treatment Requested]

EXHIBIT B-2 LEASES LEASED CHANNELS: <TABLE> <S> <C> <C> <C> <C> <C> [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] </TABLE> [***] [*** Confidential Treatment Requested]

EXHIBIT B-3 ASSIGNED CONTRACTS See contracts and agreements which are listed in Schedules 3.6(a), 3.4(b) and 3.4(f), which are incorporated herein by reference

EXHIBIT B-4 EQUIPMENT [***] [*** Confidential Treatment Requested]

EXHIBIT B-5 EXCLUDED CONTRACTS AND AGREEMENTS [***] [*** Confidential Treatment Requested]

EXHIBIT B-6 ADDITIONAL EXCLUDED ASSETS None

EXHIBIT C THIS WARRANT AND THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (TOGETHER THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "1933 ACT") AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WTTH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. No.___________ Issued:_____________, 2006 WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF CLEARWIRE CORPORATION (VOID AFTER______________,2011) This certifies that Speednet LLC or its permitted assigns (the "Holder"), for value received, is entitled to purchase from Clearwire Corporation, a Delaware corporation (the "Company"), having a place of business at 5808 Lake Washington Blvd. NE, Kirkland, WA 98033, One Million One Hundred Thirty Thousand (1,130,000) fully paid and nonassessable shares of the Company's Class A Common Stock (the "Common Stock"). The exercise price per share of this Warrant is Seven and 50/100 Dollars ($7.50) (subject to adjustment pursuant to the terms hereof, the "Stock Purchase Price") payable as hereinafter provided. This Warrant may be exercised in whole or in part (but if in part, it may not be exercised more than three (3) separate times by each Holder and each time for no less than 60,000 shares) at any time prior to (i) the expiration of the Exercise Period; or (ii) a Liquidity Event, as defined herein occurring prior to the Commencement Date, (the "Expiration Date"), upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Subscription Form attached hereto as Exhibit A duly filled in and signed (the "Subscription Form"), and if applicable, upon payment in cash of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant. The "Exercise Period" means the period beginning on _________________________, 2007 (the "Commencement Date"), and ending on the fourth anniversary of the Commencement Date;

provided, that the Exercise Period shall also include the fifteen-day period immediately prior to a Liquidity Event if the Liquidity Event occurs prior to the Commencement Date. 1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES. 1.1 GENERAL. This Warrant is exercisable at the option of the Holder, at any time or from time to time up to three (3) times during the Exercise Period for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. Holder shall pay the aggregate Stock Purchase Price for each exercise in cash. Each exercise with respect to less than the number of shares to which the Holder is entitled under this Warrant shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of shares not yet exercised. 1.2 NET EXERCISE. In lieu of exercising this Warrant by payment of the Stock Purchase Price in cash, the Holder may elect to receive shares of Common Stock equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) together with a properly endorsed Subscription Form (a "Net Exercise"). Upon such Net Exercise, the Company shall issue to such Holder a number of shares of Common Stock computed using the following formula: Y(A-B) X = ------ A Where X = The number of shares of Common Stock to be issued to the Holder. Y = The number of shares of Common Stock purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation). A = The fair market value of one (1) share of Common Stock (at the date of such calculation). B = The Exercise Price (as adjusted to the date of such calculation). For purposes of this Section 1.2, the fair market value of a share of Common Stock shall mean the average of the closing price of the Common Stock quoted in the over-the-counter market in which the Common Stock is traded or the closing price quoted on any exchange or electronic securities market on which the Common Stock is listed, whichever is applicable, as published in The Wall Street Journal for the twenty (20) trading days prior to the date of determination of fair market value (or such shorter period of time during which such shares of Common Stock were traded over the counter or on such exchange). If the Common Stock is not traded on the over-the-counter market on an exchange or an electronic securities market or being sold to the public in such initial public offering, this Warrant may not be exercised on a Net Exercise basis. 2

1.3 ISSUANCE OF CERTIFICATES. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder, as directed by Holder as the record owner of such shares as of the close of business on the date on which the Holder surrenders this Warrant, properly endorsed, and the completed, executed Subscription Form, at the offices of the Company, upon payment made for such shares as set forth in this Warrant. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time (not to exceed five (5) business days) after the rights represented by this Warrant have been so exercised. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or, subject to the provisions of Section 7, such Holder's designee. 1.4 STOCKHOLDERS AGREEMENT. Contemporaneously with the issuance of this Warrant, the Holder agrees to become a party to the stockholders agreement in effect as of the date of issuance of this Warrant by execution of a joinder in the form requested by the Company. The Company has provided the Holder with a copy of the stockholders agreement currently in effect, agrees to provide the Holder with any amendments thereto or any new stockholders agreement upon the request of the Holder, and agrees to provide the Holder with the stockholder's agreement then in effect immediately prior to the Exercise Period. 1.5 MARKET STAND-OFF. If requested by the Company, or an underwriter of capital stock or other securities of the Company in connection with the Company's initial public offering, the Holder agrees not to sell or otherwise transfer or dispose of any capital stock or other securities of the Company held by the Holder during the 180 day period following such initial public offering. If requested by a managing underwriter in connection with the Company's initial public offering, the Holder shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of such period. Nothing in this Section 1.5 will preclude the exercise of this Warrant in accordance with its terms. 2. SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved or, shall upon request of the Holder authorize and reserve, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock may be listed, including, but not limited to, amending its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock; provided, 3

however, that the Company shall not be required to effect a registration under Federal or State securities laws with respect to such exercise. The Company will not take any action that would result in any adjustment of the Stock Purchase Price (as set forth in Section 3 hereof) if the total number of shares of Common Stock issuable after such action upon exercise of all outstanding warrants and options, together with all shares of Common Stock then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. 3. ADJUSTMENT OF STOCK PURCHASE PRICE AND NUMBER OF SHARES. The Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 3. Upon each adjustment of the Stock Purchase Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock Purchase Price resulting from such adjustment. 3.1 SUBDIVISION OR COMBINATION OF STOCK. In case the Company shall at any time split or subdivide its outstanding shares of Common Stock into a greater number of shares, by stock split, stock dividend, recapitalization or otherwise, the Stock Purchase Price in effect immediately prior to such split or subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased. 3.2 DIVIDENDS IN COMMON STOCK, OTHER STOCK, PROPERTY, RECLASSIFICATION. If at anytime or from time to time the Holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor: 3.2.1 Common Stock or any shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution; 3.2.2 Any cash paid or payable otherwise than as a cash dividend out of current earnings; or 3.2.3 Common Stock or additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement (other than (i) shares of Common Stock issued as a stock split, adjustments in respect of which shall be covered by the terms of Section 3.1 above or (ii) an event for which adjustment is otherwise made pursuant to Section 3.3 below); 4

then in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses 3.2.2 and 3.2.3 above) which such Holder would hold on the date of such exercise had he or it been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional stock and other securities and property. 3.3 REORGANIZATION, REDASSIFICATION OR RECAPITALIZATION. If any recapitalization, reclassification or capital reorganization of the capital stock of the Company shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or other assets or property (a "Restructuring"), then, as a condition of such Restructuring, lawful and adequate provisions shall be made whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of or in addition to the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby and appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Stock Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The foregoing provisions of this Section shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. 3.4 NOTICE OF ADJUSTMENT. Upon any adjustment of the Stock Purchase Price, any increase or decrease in the number of shares purchasable upon the exercise of this Warrant or any change in the securities or other property deliverable upon exercise of this Warrant, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company. The notice shall be signed by the Company's President and shall state the Stock Purchase Price resulting from such adjustment, the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant or the amount of securities or other property deliverable upon such exercise, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 3.5 OTHER NOTICES. If at any time: 3.5.1 the Company shall declare any cash dividend upon its Common Stock; 3.5.2 the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; 5

3.5.3 there shall be any Restructuring; 3.5.4 there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 3.5.5 there shall be an initial public offering of Company securities; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, overnight courier or facsimile, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least fifteen (15) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Restructuring, dissolution, liquidation or winding-up, and (b) in the case of any such Restructuring, dissolution, liquidation, winding-up or public offering, at least fifteen (15) days' prior written notice of the date when the same shall take place; provided, however, that if any response on the part of the Holder is otherwise required, the Holder shall make its best efforts to respond to such notice as early as possible after the receipt thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Restructuring, dissolution, liquidation, winding-up or public offering, as the case may be. 3.6 CERTAIN EVENTS. If any change in the outstanding Common Stock of the Company or any other event occurs as to which the other provisions of this Section 3 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with such provisions, the Board of Directors of the Company shall make an adjustment in the number and class of shares available under the Warrant, the Stock Purchase Price or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of the Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of shares as it would have owned had the Warrant been exercised prior to the event and had it continued to hold such shares until after the event requiring adjustment. 3.7 NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, amalgamation, scheme or plan of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Class A Common Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Class A Common Shares upon the exercise of this Warrant, and (iii) shall, so long 6

as this Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued Class A Common Shares, solely for the purpose of effecting the exercise of this Warrant, the number of Class A Common Shares as shall from time to time be necessary to effect the exercise of this Warrant then outstanding (without regard to any limitations on exercise). 4. ISSUE TAX. The issuance of certificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder of the Warrant for any issue tax (other than any applicable income taxes) in respect thereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised. 5. CLOSING OF BOOKS. The Company will at no time close its transfer books against the transfer of any warrant or of any shares of Common Stock issued or issuable upon the exercise of any warrant in any manner that interferes with the timely exercise of this Warrant. 6. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a stockholder of the Company or any other matters or any rights whatsoever as a stockholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant other interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provision hereof in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by its creditors. 7. TRANSFER RESTRICTIONS. Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder are transferable, in whole but not in part, without charge to the Holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed and in compliance with such provisions, to a Qualified Transferee, provided that prior to the transfer, the Company receives an opinion of counsel to such transferees in form and substance reasonably satisfactory to the Company stating that the transfer is exempt from the registration and prospectus delivery requirements of the 1933 Act. "Qualified Transferee" means a proposed transferee that meets all of the following requirements: (a) the proposed transferee is an "accredited investor" as such term is defined under Regulation D of the Act; (b) the proposed transferee is not a competitor of the Company, as reasonably determined by the Company; and (c) the Company has not reasonably and in good faith concluded that providing. such proposed transferee any information to which a stockholder of the Company is entitled is likely to threaten the proprietary nature of such information or the Company's business objectives or competitive positioning. Notwithstanding the foregoing, Speednet LLC, the initial Holder of this Warrant, may transfer this Warrant in part to not more than six (6) transferees, as described in Exhibit C attached hereto, provided that i) such transferees are Qualified Transferees, or ii) if such transferees are Qualified Transferees in all respects except being accredited investors, then such tranferees provide to the Company an opinion of counsel to such 7

transferees in form and substance reasonably satisfactory to the Company stating that the transfer is exempt from the registration and prospectus delivery requirements of the 1933 Act. The Company will maintain a register (the "Warrant Register") containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change its address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. This Warrant may not be transferred or assigned without compliance with all applicable federal and state securities laws by the transferor and the transferee. The Holder further agrees not to make any disposition of all or any portion of this Warrant unless and until the transferee has agreed in writing for the benefit of the Company to be bound by Section 1.5 and this Section 7 to the extent such section is then applicable. 8. LIQUIDITY EVENT. A Liquidity Event, for purposes of this Agreement, shall be defined as any one or more of the following: (a) the expiration of any lockup period imposed by the underwriters on the Common Stock to be issued under this Warrant in connection with the first underwritten registered public offering of the Company, or if there is no such lockup period, then the closing of such offering; or (b) a transaction in which all of the shares of the Company's Common Stock is exchanged for unrestricted securities that are listed on a recognized securities exchange or NASDAQ National Market; or (c) a Change of Control of the Company not otherwise included in (a) or (b). The Company shall, if practicable, give the Holder at least fifteen (15) days' prior written notice of a Liquidity Event in accordance with the provisions of Section 3.4. A "Change of Control" means (i) a sale of all or substantially the assets of the Company or (ii) the transfer by the Company's stockholders by means of a merger, consolidation, reorganization, recapitalization or otherwise, of more than 50% of the voting power of the Company. 9. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights and obligations of the Company, of the holder of this Warrant and of the holder of shares of Common Stock issued upon exercise of this Warrant, referred to in Section 7, shall survive the exercise of this Warrant. 10. MODIFICATION AND WAIVER. The terms of this Warrant may be amended, or the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder of this Warrant. 11. NOTICES. Any notice, request or other document required or permitted to be given or delivered to the Holder hereof or the Company shall be delivered or shall be sent by first-class mail, postage prepaid, to the Holder at its address as shown on the Warrant Register or to the Company at the address indicated therefor in the first paragraph of this Warrant, or such other address as either may from time to time provide to the other. 8

12. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware. 13. LOST WARRANTS. The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant. 14. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any fractional share, pay the Holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Fair Market Value of the Common Stock. [SIGNATURE PAGE FOLLOWS] 9

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its duly authorized officer as of the date first written above. CLEARWIRE CORPORATION a Delaware corporation By: ------------------------------------ Title: --------------------------------- 10

EXHIBIT A SUBSCRIPTION FORM Date:_____________, 20___ Clearwire Corporation _____________________________________ _____________________________________ Ladies and Gentlemen: The undersigned hereby elects to exercise (in whole or in part, as described below) the warrant issued to it by Clearwire Corporation (the "Company") and dated _____________________, 2006, Warrant No. ______(the "Warrant") as follows (check one): [ ] to purchase thereunder ________________ shares of the Class A Common Stock of the Company (the "Shares") at a purchase price of $7.50 per Share, or an aggregate purchase price of ________________________________ ($_______________) (the "Purchase Price"), which shall be paid as described in Section 1.1 or Section 1.2 of the Warrant. [ ] Net Exercise the attached Warrant with respect to ____________________ shares. The undersigned also makes the representations set forth on the attached Exhibit B of the Warrant. Very truly yours, ---------------------------------------- By: ------------------------------------ Title: ---------------------------------

EXHIBIT B INVESTMENT REPRESENTATIONS THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO CLEARWIRE CORPORATION ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT DATED _____________________, 2006, WILL BE ISSUED. _________________________________ Clearwire Corporation _____________________________________ _____________________________________ Ladies and Gentlemen: The undersigned, ________________________________ ("Purchaser"), intends to acquire up to _________________shares of the Class A Common Stock (the "Common Stock") of Clearwire Corporation (the "Company") from the Company pursuant to the exercise or conversion of certain Warrants to purchase Common Stock held by Purchaser. The Common Stock will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "1933 Act") and applicable state securities laws. Purchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on Purchaser's representations set forth in this letter. Accordingly, Purchaser represents, warrants and agrees as follows: 1. Purchaser is acquiring the Common Stock for its own account and beneficial interest to hold for investment and not for sale or with a view to distribution of the Common Stock or any part thereof. Purchaser has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. 2. Purchaser acknowledges that it has received all the information it has requested from the Company and considers necessary or appropriate for deciding whether to acquire the Common Stock. Purchaser represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Stock and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser. Purchaser further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment. 3. Purchaser is an "accredited investor" as such term is defined in Rule 501 under the 1933 Act, or Purchaser has provided to the Company an opinion of counsel to Purchaser in form and substance reasonably satisfactory to the Company stating that the purchase and sale of

the Common Stock hereunder is exempt from the registration and prospectus delivery requirements of the 1933 Act. 4. Purchaser acknowledges that investment in the Common Stock involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Common Stock for an indefinite period of time and to suffer a complete loss of its investment. 5. Purchaser has been informed that under the 1933 Act, the Common Stock must be held indefinitely unless it is subsequently registered under the 1933 Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by Purchaser of the Common Stock. Purchaser further agrees that the Company may refuse to permit Purchaser to sell, transfer or dispose of the Common Stock (except as permitted under Rule 144) unless there is in effect a registration statement under the 1933 Act and any applicable state securities laws covering such transfer, or unless Purchaser furnishes an opinion of counsel reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. Purchaser shall not make any sale, transfer or other disposition of the Common Stock in violation of the 1933 Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission or in violation of any applicable state securities law. 6. Purchaser also understands and agrees that there will be placed on the certificate(s) for the Common Stock, or any substitutions therefor, a legend stating in substance: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. These shares have been acquired for investment and may not be sold or otherwise transferred in the absence of an effective registration statement for these shares under the 1933 Act and applicable state securities laws, or, if requested by the Company, an opinion of counsel satisfactory to the Company that registration is not required and that an applicable exemption is available." Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser's resale of the Common Stock with Purchaser's counsel. Very truly yours, ---------------------------------------- By: ------------------------------------ Title: ---------------------------------

EXHIBIT C TRANSFERS BY INITIAL HOLDER [***] [*** Confidential Treatment Requested]

EXHIBIT D INSTRUMENT OF ASSIGNMENT INSTRUMENT OF ASSIGNMENT (the "Instrument of Assignment"), dated as of ____________________, 2006, by and between Speednet LLC, a Michigan limited liability company ("Assignor"), and Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("Assignee"). Capitalized terms used herein without definition shall have the respective meanings assigned to them in the Purchase Agreement (as defined below). WHEREAS, Assignor and Assignee have entered into an Asset Purchase Agreement (the "Purchase Agreement"), dated as of August 8,2006, pursuant to which, Assignor agreed to convey to Assignee, and Assignee agreed to acquire, the Licenses; WHEREAS, Assignor and Assignee have filed an application with the FCC requesting the assignment of the Licenses to Assignee; and WHEREAS, the FCC has granted an application for the assignment of the Licenses and such grant has become a Final Order; NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants, conditions, and agreements hereinafter set forth, the Parties agree as follows: 1. Assignment. Pursuant to Article 2 of the Purchase Agreement, for valuable consideration, receipt of which is hereby acknowledged, Assignor, intending to be legally bound, does hereby sell, assign, transfer, convey, and deliver to Assignee, its successors and assigns forever, all right and interest of Assignor in and to the Licenses, free and clear of all Liens, except as provided in the Purchase Agreement 2. Terms of Purchase Agreement Control. Nothing contained in this Instrument of Assignment shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge, or in any way affect the provisions of the Purchase Agreement, including the warranties, covenants, agreements, conditions and representations contained in the Purchase Agreement and, in general, any of the rights and remedies, and any of the obligations and indemnifications, of Assignor or Assignee set forth in the Purchase Agreement. 3. Power of Attorney. Assignor hereby grants its power-of-attomey to Assignee as Assignor's attorney-in-fact to take any appropriate action in connection with the Licenses, in the name of Assignor or in its own or any other name, it being understood that this authorization and power-of-attorney are coupled with an interest and are irrevocable. 4. Further Assurances. Assignor covenants and agrees, in connection with the Purchase Agreement and this Instrument of Assignment, promptly to execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or desirable to effectuate and perform more fully the provisions of this Instrument of Assignment and the assignments provided for in Section 1 hereof. Exhibit D

5. Miscellaneous. This Instrument of Assignment (a) is executed pursuant to the Purchase Agreement and may be executed in counterparts, each of which as so executed shall be deemed to be an original, but all of which together shall constitute one instrument, (b) shall be governed by and in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof and (c) shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. IN WITNESS WHEREOF, Assignor and Assignee have each caused this Instrument of Assignment to be duly executed and delivered as of the date first above written. SPEEDNET LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- CLEARWIRE SPECTRUM HOLDINGS II LLC By: ------------------------------------ Name: ---------------------------------- Title: ---------------------------------

EXHIBIT E ASSIGNMENT AND ASSUMPTION THIS ASSIGNMENT AND ASSUMPTION (this "Assignment and Assumption") is entered into effective as of the ________ day of ___________________, 2006, by and between Speednet LLC, a Michigan limited liability company ("Assignor"), and Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("Assignee"), pursuant to that certain Asset Purchase Agreement (the "Purchase Agreement") dated as of August 8,2006 by and among Assignor, Assignee and Clearwire Corporation, pursuant to which Assignor agreed to assign certain of its liabilities and obligations to Clearwire Spectrum Holdings II LLC or its assigns. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. Assignor and Assignee hereby agree as follows: 1. Assignment. Subject to the terms and conditions of the Purchase Agreement, Assignor does hereby assign, grant, transfer, convey, and set over unto Assignee all of Assignor's rights, title and interest in and to the intangible Assets, free and clear of all Liens (except as provided in the Purchase Agreement), together with such other rights, causes of action and remedies as may arise by operation of law, in law or equity, in connection with any of the Leases and Assigned Contracts. 2. Assumption. Subject to the terms of the Purchase Agreement, Assignee hereby undertakes, assumes and agrees to perform, pay or discharge when and as due all of the Assumed Liabilities, in accordance with the terms of the Purchase Agreement. 3. No Amendment. This Assignment and Assumption shall not alter, modify or amend the terms of the any of the Leases or Assigned Contracts in any respect, nor shall it subject Assignee to any greater liabilities, obligations or duties in connection therewith than would have been enforceable against Assignor. 4. Binding Effect. This Assignment and Assumption shall be binding upon and shall inure to the benefit of the parties thereto and their respective successors and assigns. 5. Governing Law. This Assignment and Assumption shall be governed by and interpreted in accordance with the laws of the State of Delaware. 6. Conflicts. To the extent there is a conflict between the terms and provisions of this Assignment and Assumption and the Purchase Agreement, the terms and provisions of the Purchase Agreement will govern. 7. Headings. The headings herein are included for ease of reference only and shall not control or affect the meaning or construction of the provisions of this Assignment and Assumption. 8. Amendments. This Assignment and Assumption cannot be amended, supplemented or modified except by an agreement in writing which makes specific reference to this Exhibit E

Assignment and Assumption, and which is signed by the party against which enforcement of any such amendment, supplement or modification is sought. 9. Further Assurances. Assignor agrees that upon request of Assignee, at any time and from time to time, Assignor will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances and assurances as may be reasonably required to evidence further the assignment, transfer, conveyance and delivery of the intangible Assets of Assignor to Assignee, or to aid or assist Assignee in reducing to its possession, title to and possession of the intangible Assets. The parties hereto have executed this Assignment and Assumption as of the date first written above. ASSIGNOR: SPEEDNET LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- ASSIGNEE: CLEARWIRE SPECTRUM HOLDINGS II LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Exhibit E

EXHIBIT F BILL OF SALE THIS BILL OF SALE (this "Bill of Sale") is entered into effective as of the ____________ day of ___________________, 2006, by Speednet LLC, a Michigan limited liability company ("Seller") in favor of Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("Assignee"), pursuant to that certain Asset Purchase Agreement (the "Purchase Agreement") dated as of August 8, 2006, by and among Seller, Clearwire Spectrum Holdings II LLC and Clearwire Corporation, pursuant to which Seller agreed to transfer certain of its assets to Clearwire Spectrum Holdings II LLC or its assigns. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, Seller does hereby transfer, convey, set over and deliver to Assignee, all Seller's right, title and interest in and to the tangible Assets, free and clear of all Liens except as provided in the Purchase Agreement. TO HAVE AND TO HOLD said Assets unto Assignee, Assignee's representatives, successors, and assigns, to and for its and their uses and benefit forever. Seller further agrees that it will at any time and from time to time, at the request of Assignee, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered to Assignee any all other and further acts, deeds, assignments, transfers, conveyances, assurances and instruments necessary to vest in Assignee full right, title and interest in or to any of the property, assets or rights which this instrument purports to transfer to Assignee. To the extent there is a conflict between the terms and provisions of this Bill of Sale and the Purchase Agreement, the terms and provisions of the Purchase Agreement will govern. This Bill of Sale and the rights of the parties under it will be governed by and construed in all respects in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles of such state. IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed effective as of the date first written above. SPEEDNET LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Exhibit F

EXHIBIT G NONCOMPETITION AGREEMENT THIS NONCOMPETITION AGREEMENT (this "Agreement") is dated as of ____________________, 2006, and is entered into by and between Clearwire Spectrum Holdings II LLC ("Holdings"), Clearwire Corporation ("Clearwire" and collectively with Holdings, "Purchaser"), Speednet LLC ("Seller") and Robert Liggett ("Selling Member"). RECITALS: Pursuant to an agreement dated August 8, 2006 (the "Purchase Agreement"), Seller has agreed to sell to Holdings and Holdings has agreed to purchase from Seller a substantial portion of the assets used in Seller's business. As a condition to the closing of the sale, Seller and Selling Member are obligated to enter into this Agreement. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. AGREEMENT: In consideration of the mutual covenants set forth in the Purchase Agreement and the covenants of the parties set forth herein, it is agreed as follows: 1. Covenant. Each of Seller and Selling Member agree that for a period of two (2) years commencing on the Closing Date, but not beyond the longest time permitted by applicable law, neither Seller nor Selling Member shall, directly or indirectly: (a) anywhere in the world, engage or participate in, as an employee, owner, partner, shareholder, officer, director, member, advisor, consultant, agent or (without limitation by the specific enumeration of the foregoing) otherwise, or permit his or its name to be used by or render services of any type for, any Competing Business (as herein defined) or any person or entity who, to Selling Member's knowledge, is developing a Competing Business; provided, however, that nothing in this Agreement shall prevent Seller or Selling Member from acquiring or owning, as a passive investment, securities issued by Clearwire, or up to five percent (5%) of the outstanding voting securities of an entity engaged in a Competing Business which are publicly traded in any recognized national securities market; (b) take any action which would be reasonably likely to (i) divert from Purchaser or its Affiliates any opportunity which would be within the scope of Purchaser's or its Affiliates' existing business or (ii) harm Purchaser, Purchaser's Affiliates or their respective existing businesses; or (c) solicit or attempt to solicit any person or entity who is or has been a customer, supplier, licensor, licensee or other business relation of Purchaser or its Affiliates within three years prior to the date hereof to curtail or cancel its business with Purchaser or any Affiliate of Purchaser. As used herein, a "Competing Business" shall mean the business of providing wireless internet access. 2. Remedies. Seller and Selling Member agree that a violation of this Agreement at any time, including during litigation, may produce irreparable damage and injury to Purchaser. In the event of a breach, or threatened breach, of this Agreement by Seller or Selling Member,

Purchaser shall be entitled to seek injunctive relief, both preliminary and permanent, enjoining and restraining such breach or threatened breach. Such remedies shall be in addition to all other remedies available to Purchaser at law or in equity, including but not limited to Purchaser's right to recover from Seller and Selling Member any and all damages that may be sustained as a result of Seller's or Selling Member's breach. The obligations of Seller and Selling Member hereunder shall be joint and several. 3. Amendments and Waivers. The provisions of this Agreement may be amended only by the written agreement of the parties hereto. Any waiver, permit, consent or approval of any kind or character on the part of any party of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. 4. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may not be assigned by any party without the prior written consent of the other parties; provided, however, that Clearwire's and Holding's rights under this Agreement may be assigned in connection with a merger or sale of substantially all of its assets without the consent of Seller or Selling Member. 5. Severability. Seller and Selling Member recognize that the territorial, time and scope limitations set forth in Paragraph 1 are reasonable and are properly required for the protection of Purchaser. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. If a court or arbitrator should hold any portion of this Agreement unenforceable for any reason, the maximum restrictions of time, scope and geographic area reasonable under the circumstances, as determined by the court or arbitrator, will be substituted for the restrictions held unenforceable. Any provision of this Agreement that is deemed invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining provisions of this Agreement. 6. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of this Agreement. 7. Governing Law. The validity, meaning and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in that state. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. 8. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument. This Agreement may be executed and delivered via facsimile signature. 2

9. Attorney's Fees. In any legal action or other proceeding (including any arbitration proceeding) brought to enforce or interpret the terms of this Agreement, the prevailing party or parties shall be entitled to reasonable attorney's fees and other costs and expenses incurred in that proceeding and in any subsequent appeals, in addition to any other relief to which he or it is entitled. 10. Entire Agreement. This Agreement constitutes the entire agreement of the parties concerning the matters referred to herein and therein and supersede all prior agreements and understandings, oral or written. 11. No Waiver. No failure by any party to insist upon the strict performance of any provision of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach, of such provision or of any other provision. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement or a waiver of such provision with respect to any subsequent breach, unless expressly provided in writing. IN WITNESS WHEREOF parties have caused this Agreement to be executed as of the date first above written. SELLER: PURCHASER: SPEEDNET LLC CLEARWIRE SPECTRUM HOLDINGS II LLC By By ---------------------------------- ------------------------------------- Title Title ------------------------------- ---------------------------------- SELLING MEMBER: CLEARWIRE CORPORATION ------------------------------------- By Robert Liggett ------------------------------------- Title ---------------------------------- 3

EXHIBIT H _______________________, 2006 Clearwire Corporation 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Ladies and Gentlemen: The undersigned, Speednet LLC ("Holder"), has the right to receive 2,033,000 shares of the Class A Common Stock (the "Shares") of Clearwire Corporation (the "Company") and a warrant (the "Warrant") for the purchase of 1,130,000 shares of the Class A Common Stock of the Company (the "Warrant Shares") from the Company. The Shares and the Warrant will be issued to Holder in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "1933 Act") and applicable state securities laws. Holder has been advised that the Shares and the Warrant have not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on Holder's representations set forth in this letter. Accordingly, Holder represents, warrants and agrees as follows: 1. Holder is acquiring the Warrant and the Shares for its own account and beneficial interest to hold for investment and not for sale or with a view to distribution of the Shares or the Warrant or any part thereof. Holder has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. 2. Holder acknowledges that it has received all the information it has requested from the Company and considers necessary or appropriate for deciding whether to acquire the Shares and the Warrant. Holder represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the Warrant and to obtain any additional information necessary to verify the accuracy of the information given the Holder. Holder further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment. 3. Holder is an "accredited investor" as such term is defined in Rule 501 under the 1933 Act. 4. Holder acknowledges that investment in the Shares and the Warrant involves a high degree of risk, and represents that it is able, without materially impairing its financial Exhibit H

condition, to hold the Shares and the Warrant for an indefinite period of time and to suffer a complete loss of its investment. 5. Holder has been informed that under the 1933 Act, the Shares, the Warrant and the Warrant Shares must be held indefinitely unless it is subsequently registered under the 1933 Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by Holder of the Shares, the Warrant or the Warrant Shares. Holder further agrees that the Company may refuse to permit Holder to sell, transfer or dispose of the Shares, the Warrant or the Warrant Shares (except as permitted under Rule 144) unless there is in effect a registration statement under the 1933 Act and any applicable state securities laws covering such transfer, or unless Holder furnishes an opinion of counsel reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. Holder shall not make any sale, transfer or other disposition of the Shares, the Warrant or the Warrant Shares in violation of the 1933 Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission or in violation of any applicable state securities law. 6. Holder also understands and agrees that there will be placed on the certificate(s) for the Shares and the Warrant Shares, or any substitutions therefor, a legend stating in substance: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. These shares have been acquired for investment and may not be sold or otherwise transferred in the absence of an effective registration statement for these shares under the 1933 Act and applicable state securities laws, or, if requested by the Company, an opinion of counsel satisfactory to the Company that registration is not required and that an applicable exemption is available." Holder has carefully read this letter and has discussed its requirements and other applicable limitations upon Holder's resale of the Shares, the Warrant and the Warrant Shares. Very truly yours, SPEEDNET LLC ---------------------------------------- Exhibit H

Exhibit 10.63 Educational Broadband Service Long Term De Facto Transfer Lease Agreement By and Between [***] And CLEARWIRE SPECTRUM HOLDINGS II LLC Effective Date: December 22, 2006 [*** Confidential Treatment Requested]

<TABLE> <S> <C> 1. DEFINITIONS............................................................ 1 2. LEASE TERM AND RENEWAL................................................. 7 3. COMPENSATION........................................................... 8 4. EXCLUSIVITY, RIGHT OF FIRST REFUSAL, RIGHT TO PARTICIPATE.............. 9 5. FREQUENCY BAND TRANSITION.............................................. 11 6. CAPACITY REQUIREMENTS AND USES......................................... 12 7. EXISTING EBS EQUIPMENT AND BUILD-OUT OF CLEARWIRE NETWORK.............. 14 8. SERVICES TO BE MADE AVAILABLE TO LICENSEE.............................. 16 9. INTERFERENCE CONSENTS.................................................. 17 10. APPLICATIONS AND EXPENSE REIMBURSEMENT................................. 18 11. ASSIGNMENTS AND SUBLEASING............................................. 19 12. TERMINATION OF AGREEMENT............................................... 21 13. REVENUES AND EXPENSES.................................................. 23 14. NON-COMPETITION........................................................ 23 15. CONFIDENTIALITY AND NON-DISCLOSURE..................................... 23 16. ASSUMPTION OF LIABILITIES.............................................. 24 17. FCC-MANDATED LEASING OBLIGATIONS....................................... 24 18. REPRESENTATIONS AND WARRANTIES......................................... 25 19. COVENANTS.............................................................. 27 20. INDEMNIFICATION........................................................ 30 21. NOTICES................................................................ 32 22. MISCELLANEOUS.......................................................... 33 23. INCLUDED EXHIBITS...................................................... 35 </TABLE> i

EDUCATIONAL BROADBAND SERVICE LONG-TERM DE FACTO TRANSFER LEASE AGREEMENT THIS Educational Broadband Service ("EBS") Long-Term De Facto Transfer Lease Agreement (the "AGREEMENT") is entered into as of December 22, 2006 (the "EFFECTIVE DATE"), by and between [***] ("LICENSEE"), and Clearwire Spectrum Holdings II LLC, a Nevada limited liability company with its principal offices at 5808 Lake Washington Blvd., Suite 300, Kirkland, WA 98033 ("CLEARWIRE"). Licensee and Clearwire are each sometimes referred to as "PARTY" and collectively as "PARTIES." WHEREAS, the Federal Communications Commission ("FCC") has authorized Licensee to operate EBS channels [***] (each a "CHANNEL" and collectively the "CHANNELS") within their respective geographic service areas as specified in Section 27.1206(a)(1) of Title 47 of the Code of Federal Regulations as such geographic service areas may be amended from time-to-time by FCC Rules (as defined in Section 1) or FCC actions or events affecting geographically adjacent licenses and channels (the "GSAS"); WHEREAS, reference copies of the FCC licenses for the Channels are attached hereto as Exhibit A (each a "LICENSE" and collectively the "LICENSES"); WHEREAS, Licensee makes use of the Channels in furtherance of its educational mission and intends, subject to the terms of this Agreement, in the future to expand and enhance its use of the Channels for educational, [***], and other purposes and needs of [***] (as defined in Section 1); WHEREAS, the FCC permits a portion of the capacity on the Channels to be leased for commercial purposes and to support the educational mission of EBS licensees; WHEREAS, Clearwire intends to deploy advanced wireless broadband services in the GSAs and surrounding areas using EBS and Broadband Radio Service ("BRS") channels; WHEREAS, Licensee desires to maximize the use of the Channels for educational and commercial purposes; and WHEREAS, Licensee wishes to lease a portion of the capacity on the Channels to Clearwire pursuant to the terms of this Agreement and Clearwire wishes to utilize Clearwire's Capacity (as defined in Section 1) for commercial use in the GSAs in accordance with the terms and conditions set forth below. NOW THEREFORE, in consideration of the premises and covenants set forth in this Agreement, and for good and valuable consideration, the sufficiency of which is acknowledged by the Parties' signatures, the Parties agree as follows: 1. DEFINITIONS [*** Confidential Treatment Requested]

The following terms shall have the meanings set forth below and, as defined, may be used in the singular or plural form, as appropriate. "AFFILIATE" shall mean with respect to a Party hereto, another Person that, directly or indirectly (whether or not through one or more intermediaries) controls, is controlled by or is under common control with such Party, where "control" means the power to direct or cause the direction of over fifty percent (50%) of the voting power of the applicable Person or otherwise to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or by contract or otherwise; provided, that any such Person shall be deemed to be an Affiliate only so long as such control exists. "AGENTS" has the meaning specified in Section 15(a). "AGREEMENT" has the meaning specified in the preamble. "APPLICATIONS" has the meaning specified in Section 10(a). [***] "ASSIGNEE" has the meaning specified in Section 11(a). "ASSIGNMENT" has the meaning specified in Section 11(a). "BONA FIDE OFFER" shall mean a third party offer to Licensee to purchase, assign, transfer or lease (or acquire via assignment from Licensee) the Licenses or the Channels (or any portion of the Channels) or to otherwise use any of the capacity on the Channels (or any part thereof) in any manner, or to acquire an option to acquire, lease or otherwise use any of the capacity on the Channels (or any part thereof), which offer is in writing and signed by a proposed purchaser, assignee, lessee, or transferee, and specifies the price and material terms and conditions of such proposed sale, assignment or lease. "BRS" has the meaning specified in the recitals. "BREACHING PARTY" has the meaning specified in Section 12(d). "CHANNEL" and "CHANNELS" have the meanings specified in the recitals. "CLEARWIRE" has the meaning specified in the preamble. "CLEARWIRE'S CAPACITY" means all of the capacity on the Channels, other than the Licensee's Reserved Capacity. "CLEARWIRE NETWORK" means the facilities that are to be constructed and controlled by Clearwire and used to provide Licensee's Service using Licensee's Reserved Capacity and Clearwire's Service. [*** Confidential Treatment Requested] 2

"CLEARWIRE PARENT" shall mean Clearwire Corporation, a Delaware corporation, or the successor Person or Persons which is or are the ultimate corporate parent or parents of Clearwire or its successor, or of any Affiliate of Clearwire that holds Clearwire Capacity. "CLEARWIRE'S SERVICE" means the provision of wireless services over the Clearwire Network including the provision of any content, service applications, technical support, one-way or two-way digital communications, telephony, web hosting, video, data, voice, Internet access, or other service using Clearwire's Capacity, which service may or may not exist as of the Effective Date, but which may be pursued and/or provided by Clearwire, its Affiliates or their successors during the Term. "COMMUNICATIONS ACT" has the meaning specified in Section 17(a). "CONNECTION CALCULATION DATE" has the meaning specified in Section 8(b). "CONNECTIONS" has the meaning specified in Section 8(a). "COSTS AND EXPENSES" means any fees, costs, or expenses of any kind, including legal fees, engineering fees, accounting fees, and consulting fees and disbursements. "DAMAGES" has the meaning specified in Section 20(a). "DEDICATED EQUIPMENT" has the meaning specified in Section 7(e). "DISCLOSING PARTY" has the meaning specified in Section 15(b). "EBS" has the meaning specified in the preamble. "EFFECTIVE DATE" has the meaning specified in the preamble. "EXISTING EBS EQUIPMENT" has the meaning specified in Section 7(a). "EXISTING SERVICE DISCONTINUANCE DATE" has the meaning specified in Section 7(a). "FCC" has the meaning specified in the recitals. "FCC LONG TERM LEASE APPLICATION" has the meaning specified in Section 10(d). "FCC RULES" means Title 47 of the Code of Federal Regulations, as amended from time to time, and FCC decisions, policies, reports and orders issued pursuant to the adoption of such regulations. "FINAL ORDER" means an order issued by the FCC that has not been reversed, stayed, enjoined, set aside, annulled or suspended; and with respect to which (a) no timely-filed requests have been filed for administrative or judicial review, reconsideration, appeal or stay and the time for filing any such requests, and the time for the FCC to set aside the action on its own motion, 3

has expired, or (b) in the event of review, reconsideration or appeal, the action or order has been affirmed and the time for further review, reconsideration or appeal has expired. "FINAL ORDER DATE" means the date that FCC approval of the FCC Long Term Lease Application becomes a Final Order. "GOVERNMENTAL AUTHORITY" means any local, state, municipal or federal court, or other local, state, municipal, or federal governmental authority, department, commission, board, agency, body or other instrumentality (domestic or foreign), including the FCC. "GOVERNMENTAL AUTHORIZATIONS" means any license, permission, approval, authority or consent required to be obtained from any Governmental Authority in order to maintain the Licenses. "GSAS" has the meaning specified in the recitals. "INCLUDING" means including, without limitation. "INDEMNIFIED PARTY" has the meaning specified in Section 20(c). "INDEMNIFYING PARTY" has the meaning specified in Section 20(c). "INFORMATION" has the meaning specified in Section 15(b). "INITIAL LEASE PAYMENT" has the meaning specified in Section 3(a). "INITIAL TERM" has the meaning specified in Section 2(a). "INTERFERENCE CONSENT" means any agreement or arrangement with a third party affecting the technical parameters of the Channels (excluding prior agreements to lease capacity on the Channels), including an agreement or arrangement concerning (a) acceptance of interference or signal strength from a third party's transmitter in excess of the interference or signal strength such third party is entitled to cause or transmit under FCC Rules, or limiting interference or signal strength from any transmitter operating on the Channels below what is allowed under FCC Rules; (b) the alteration of operating parameters authorized under the Licenses or the licenses of any third party in order to facilitate operations that would otherwise not be permitted under FCC Rules; or (c) the coordination of adjacent market channel use or technical operating parameters. "JAMS RESOLUTION" means final and binding arbitration initiated and conducted by JAMS, or a successor thereto, pursuant to its Comprehensive Arbitration Rules and Procedures, with the Optional Appeal Procedure. The arbitration shall be conducted in [***] before a single neutral arbitrator appointed in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. Any appeal shall be heard and decided by a panel of three neutral arbitrators. The neutral arbitrator and the members of any appeal panel shall be retired judges or justices of any [***] state or federal court, and shall in their substantive rulings (as opposed to procedural or [*** Confidential Treatment Requested] 4

discovery-related rulings that are otherwise governed by the JAMS Comprehensive Arbitration Rules and Procedures), apply the laws of the State of [***] without giving effect to any choice or conflict of law provision or rules that would cause the application of the laws of any jurisdiction other than the State of [***]. "LAW" and "LAWS" means applicable common law and any statute, ordinance, code or other law, rule, permit, permit condition, regulation, order, decree, technical or other standard, requirement or procedure enacted, adopted, promulgated, applied or followed by any Governmental Authority including, but not limited to, FCC Rules, as such may be amended at any time and from time to time. "LICENSE" and "LICENSES" have the meanings specified in the recitals. "LICENSEE" has the meaning specified in the preamble. "LICENSEE'S RESERVED CAPACITY" means the greater of five percent (5%) of the digital capacity created on the Channels or the amount of capacity required to meet the obligations of an EBS licensee under FCC Rules, as such capacity is measured from time to time in accordance with Section 8. "LICENSEE'S SERVICE" means the use by Licensee or Permitted End Users of capacity and services provided over the Clearwire Network using Licensee's Reserved Capacity and/or such other capacity or services as may be made available to Licensee from time to time pursuant to this Agreement or the Services Agreement, including the use of any content, service applications, technical support, one-way or two-way digital communications, telephony, web hosting, video, data, voice, Internet access or other service which may or may not exist as of the Effective Date. "LOWER BAND SEGMENT" has the meaning specified in Section 27.4 of FCC Rules. "MAXIMUM TERM" has the meaning specified in Section 2(b). "MBPS" means megabits per second. "MHZ/POPS" means the amount of megahertz of spectrum multiplied by the population within a specified service area. "MIDDLE BAND SEGMENT" has the meaning specified in Section 27.4 of FCC Rules. "MITIGATION PERIOD" has the meaning specified in Section 2(c). "MONTHLY LEASE PAYMENT" has the meaning specified in Section 3(b). "NEGOTIATION NOTICE" has the meaning specified in Section 4(b). "NON-BREACHING PARTY" has the meaning specified in Section 12(d). [*** Confidential Treatment Requested] 5

"PARENT GUARANTEE AND COVENANT AGREEMENT" has the meaning specified in Section 19(d). "PARTY" and "PARTIES" have the meanings specified in the preamble. "PERMITTED END USERS" means the Licensee itself and any educational institution or not-for-profit or religious organization with whom the Licensee, [***] or their Affiliates is working in furtherance of the educational goals and mission of Licensee, [***] or their Affiliates, and their respective students, constituents, employees, consultants, agents and representatives. "PERSON" means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union, [***], association or Governmental Authority. "RECEIVING PARTY" has the meaning specified in Section 15(b). "REFUND" has the meaning specified in Section 3(a). "RENEWAL TERM" has the meaning specified in Section 2(b). "REPLACEMENT EBS EQUIPMENT" has the meaning specified in Section 7(b). "ROFR" has the meaning specified in Section 4(c). "ROFR PERIOD" has the meaning specified in Section 4(c). "SERVICES AGREEMENT" has the meaning specified in Section 8. "SUBSTANTIAL SERVICE REQUIREMENTS" has the meaning specified in Section 7(d). "SUCCESSOR LICENSEE" has the meaning specified in Section 11(c). "SUCCESSOR LICENSEE CONDITIONS" has the meaning specified in Section 11(c). "TERM" has the meaning specified in Section 2(b). "TERMINATION AMOUNT" means the [***] that would be paid or provided to Licensee from the [***] discounted to a net present cash value at the Termination Date using a [***] discount rate applied over the remaining portion of the [***]. "TERMINATION DATE" is the effective date of termination of this Agreement if a Termination Notice is sent to Licensee. "TERMINATION NOTICE" has the meaning specified in Section 2(b). "THIRD PARTY AGREEMENT" has the meaning specified in Section 2(d). [*** Confidential Treatment Requested] 6

"TRANSITION" has the meaning specified in Section 5. "UPPER BAND SEGMENT" has the meaning specified in Section 27.4 of FCC Rules. "WARRANTS" means the warrants to acquire equity in the Clearwire Parent as described in Section 3(d). "WARRANT AGREEMENTS" has the meaning specified in Section 3(d). 2. LEASE TERM AND RENEWAL (A) INITIAL TERM. Subject to Section 2(e), the initial term of this Agreement begins on the Final Order Date and ends on the date that is ten (10) years from the Final Order Date (the "INITIAL TERM"), unless this Agreement is terminated earlier pursuant to Section 12. (B) RENEWAL. Subject to Section 2(e), on the date that is ten (10) years from the Final Order Date and then again on the date that is twenty (20) years from the Final Order Date, this Agreement will automatically renew for all of the Channels that are subject to this Agreement at the time of the renewal, in each case for an additional term of ten (10) years (each, a "RENEWAL TERM" and together with the Initial Term, the "TERM"), for a maximum duration of thirty (30) years (the "MAXIMUM TERM"). Each Renewal Term will occur automatically unless Clearwire notifies Licensee at least twelve (12) months prior to the end of the Initial Term or the end of any Renewal Term that it declines to renew the Agreement ("TERMINATION NOTICE"). The terms and conditions of this Agreement shall apply to each Renewal Term. (C) EFFECT OF TERMINATION NOTICE. Upon Licensee's receipt of a Termination Notice, Clearwire's exclusivity rights as described in Section 4(a), ROFR as described in Section 4(c), and participation rights as described in Section 4(e), will immediately cease to apply and be of no further force or effect[***]. (D) [***]. (E) RENEWAL OF LICENSES AND EXTENSION OF AGREEMENT. If a License expires during the Initial Term or any Renewal Term, this Agreement also will expire at such time with respect to the Channel(s) associated with that License unless the License is renewed and FCC authorization for this Agreement is extended for such Channel(s). The Parties will cooperate to timely file License renewal applications and requests for authorizations to extend this Agreement so as to assure that the Licenses and this Agreement remain in full effect without interruption during the Initial Term and any Renewal Term. This Agreement will continue in effect unless the Agreement expires or is earlier terminated as provided herein or, with respect to any Channel(s), the FCC denies by Final Order any application for renewal of the License associated with such Channel(s) or denies by Final Order any request to extend the term of the Agreement with respect to such Channel(s). If the Agreement expires or is earlier terminated with respect to less than all of the Channels pursuant to this Section 2(e), the Agreement shall remain in effect with respect to the unaffected Channels, subject to a pro rata reduction in compensation set forth in Section 12(a). [*** Confidential Treatment Requested] 7

3. COMPENSATION (A) INITIAL LEASE PAYMENT. Within five (5) business days following the Final Order Date, Clearwire will pay Licensee [***] by wire transfer in immediately available funds (the "INITIAL LEASE PAYMENT"). If (i) this Agreement is terminated by reason of uncured material default or material breach by Licensee during the Initial Term, (ii) proper notice of such uncured material default or material breach was provided to Licensee in accordance with Section 12, and (iii) such uncured material default or material breach precludes Clearwire from using Clearwire's Capacity as contemplated in this Agreement, then a portion of the Initial Lease Payment will be refunded to Clearwire ("REFUND"). The amount of the Refund will consist of the Initial Lease Payment distributed equally over ten (10) years and adjusted on a pro rata basis to account for the remaining time between the date of termination and the expiration of ten (10) years following the Final Order Date (e.g., if Clearwire terminates this Agreement due to Licensee's uncured material default on the date that is four (4) years after the Final Order Date, then Licensee shall refund Clearwire [***] of the Initial Lease Payment [***]. There will be no Refund if the termination occurs for such reason after the expiration of the Initial Term. (B) MONTHLY LEASE PAYMENT. Commencing with the Effective Date and continuing for each consecutive calendar month thereafter during the Term, Clearwire will pay Licensee monthly lease payments in the amounts set forth in this Section 3(b) (each a "MONTHLY LEASE PAYMENT"). All Monthly Lease Payments due to Licensee through and including the month during which the Final Order Date occurs shall accrue and be paid to Licensee in one lump sum within five (5) business days following the Final Order Date. Thereafter, each Monthly Lease Payment shall be paid by the fifteenth (15th) day of the then-current month for which the Monthly Lease Payment is due. The amount of the Monthly Lease Payment shall be as follows: [***] for years one (1) through five (5); [***] for years six (6) through ten (10); [***] for years eleven (11) through fifteen (15); [***] for years sixteen (16) through twenty (20); and [***] for years twenty-one (21) through thirty (30). For the purpose of the preceding sentence, the "years" of this Agreement shall be calculated using the Effective Date as the starting date of year one (1). Unless the Parties otherwise agree during the Term, all Monthly Lease Payments shall be paid by wire transfer in immediately available funds pursuant to wiring instructions provided by Licensee. The Monthly Lease Payment due for any partial calendar month, at the commencement of the Initial Term or expiration of the Term, shall be prorated accordingly, subject to adjustment as provided in Section 3(c). (C) ADJUSTMENTS TO MONTHLY LEASE PAYMENT. The Monthly Lease Payment will be adjusted as follows: (I) SECTION 12(A) ADJUSTMENTS. The Monthly Lease Payment will be reduced in accordance with Section 12(a) if this Agreement is terminated with respect to less than all of the Licenses and Channels. (II) RECAPTURE OF LICENSEE'S RESERVED CAPACITY. The Monthly Lease Payment will be increased on a pro rata basis during the Term if any part of Licensee's Reserved Capacity becomes available to Clearwire pursuant to Section 6(b) and in accordance with FCC Rules. The pro-ration of the Monthly Lease Payment with respect to [*** Confidential Treatment Requested] 8

increases in Clearwire's Capacity shall be based on the amount of Licensee's Reserved Capacity made available to Clearwire as a result of such increase as compared to the amount of capacity made available to Clearwire as of the Effective Date. For example, if on the tenth (10th) anniversary of the Effective Date, Clearwire's Capacity increases by three percent (3%), the Monthly Lease Payment to be paid for the remainder of the Term shall be increased by three percent (3%). (III) USE OF EXPANDED CAPACITY [***]. [***]. (D) WARRANTS. Two (2) business days prior to the Final Order Date, Clearwire shall deliver to Licensee executed Warrant Agreements in the form of Exhibits B1 and B2 ("WARRANT AGREEMENTS") entitling Licensee to the warrants to acquire equity in the Clearwire Parent as set forth in the respective Warrant Agreements ("WARRANTS"). The Warrants shall be exercisable from the Final Order Date until the fifth (5th) anniversary of the Final Order Date. Subject to Section 7(a), transfer of de facto control of Clearwire's Capacity shall be effective upon receipt by Licensee of the Warrants and the Initial Lease Payment. If the Final Order Date does not occur within nine (9) months of the Effective Date then the Warrants, if delivered, shall automatically terminate and be of no further force and effect so long as one of the Parties provides notice to terminate this Agreement pursuant to Section 12(e). (E) W-9. Within ten (10) days of the Effective Date, Licensee shall deliver a completed IRS Form W-9 to Clearwire. (F) REFUNDS. With the exception of the Refund specified in Section 3(a), none of the payments, services, service credits, reimbursements, or other forms of compensation paid to Licensee under this Agreement, the Warrant Agreement, or the Services Agreement shall be refundable. 4. EXCLUSIVITY, RIGHT OF FIRST REFUSAL, RIGHT TO PARTICIPATE (A) EXCLUSIVITY. Except as specifically provided in this Section 4 and Section 11(c), during the Term, Licensee will not negotiate or contract with any third party to lease, sell, assign, transfer or use any of Clearwire's Capacity or to have an option for such lease, sale, assignment, transfer or use, whether such lease, sale, assignment, transfer or use is to take place during the Term or thereafter. (B) NEGOTIATION NOTICE. Licensee shall be under no obligation to renew or extend this Agreement beyond the Term. However, if Licensee receives notice from Clearwire during the period that is twelve (12) to eighteen (18) months prior to expiration of the Maximum Term, which notice includes a bona fide written offer from Clearwire to enter into a new agreement pertaining to sale, lease or assignment of the Licenses or the Channels ("NEGOTIATION NOTICE"), then Licensee shall negotiate with Clearwire, exclusively and in good faith for a period of six (6) months from the date of Licensee's receipt of the Negotiation Notice for the execution of a new agreement. If Clearwire provides a Negotiation Notice, but the Parties do not enter into a new agreement pertaining to the sale, lease or assignment to Clearwire of the Licenses or the Channels then subject to this Agreement within six (6) months [*** Confidential Treatment Requested] 9

of Licensee's receipt of the Negotiation Notice, Licensee shall be free, for the remainder of the Term and thereafter, to solicit or entertain offers from any third party pertaining to the Licenses or the Channels (or any portion thereof); provided, however, that if Licensee receives a Bona Fide Offer during the remainder of the Term or the ROFR Period that Licensee intends to accept, such Bona Fide Offer shall be subject to the ROFR. If Clearwire does not provide Licensee with a Negotiation Notice in accordance with this Section 4(b), then upon expiration of the period for providing such Negotiation Notice, Licensee's exclusivity obligations pursuant to Section 4(a) shall terminate, and Licensee shall be free, for the remainder of the Term and thereafter, to solicit or entertain offers of any nature from any third party concerning the Channels or the Licenses, subject to Clearwire's ROFR in Section 4(c). (C) RIGHT OF FIRST REFUSAL. During the Term and for a period of [***] following the expiration or termination of this Agreement ("ROFR PERIOD"), if Licensee receives and desires to accept, a Bona Fide Offer (and if acceptance of such Bona Fide Offer would be permissible under FCC Rules), Licensee shall, within thirty (30) days following Licensee's determination to accept such Bona Fide Offer, deliver to Clearwire notice setting forth the material terms and conditions of the Bona Fide Offer (but shall not be required to identify the offeror). Clearwire shall have a right of first refusal ("ROFR") with respect to any such Bona Fide Offer and shall be required to provide notice to Licensee within twenty (20) days following Clearwire's receipt of Licensee's notification stating (i) whether Clearwire is exercising its ROFR, and (ii) the form of consideration to be paid by Clearwire (as discussed in Section 4(d) below). If Clearwire declines to exercise its ROFR or fails to provide timely notice of exercise of its ROFR, Licensee will have one hundred twenty (120) days from the expiration of Clearwire's twenty (20) day response period to enter into an agreement with the offeror on the same terms and conditions as were offered to Clearwire. If, within the aforementioned one hundred twenty (120) day period, Licensee does not enter into a binding agreement with the offeror on the same terms and conditions as were offered to Clearwire, then Clearwire's ROFR shall remain in effect pursuant to the terms stated in this Section 4(c). If, within the one hundred twenty (120) day period, Licensee enters into a binding agreement with the offeror on the same terms and conditions as were offered to Clearwire, then Clearwire's ROFR will terminate and be of no further force or effect; provided, however, that should Licensee's agreement with the offeror be terminated within [***] after the expiration or termination of this Agreement, Clearwire's ROFR will be reinstated for an additional amount of time equal to the remainder of the [***] plus the amount of days during which Licensee was subject to such binding agreement. However, if, after Clearwire has declined to exercise its ROFR (or has failed to provide timely notice of such exercise), Licensee subsequently proposes to enter into a definitive agreement with the offeror on different terms and conditions than those offered to Clearwire, then such different terms and conditions shall be deemed to constitute a new offer and Clearwire's ROFR will apply pursuant to the terms of this Section 4(c). All materials exchanged under this ROFR are subject to the non-disclosure provisions of Section 15. Notwithstanding anything in this Agreement to the contrary, if Licensee receives a Termination Notice, or if this Agreement is terminated by Licensee pursuant to Section 12(b) (Payment Default), or if this Agreement is terminated by Licensee pursuant to Section 12(d) (Other Defaults), then immediately upon the receipt of the Termination Notice or the effective date of such termination, the provisions of this Section 4(c) shall no longer be effective. [*** Confidential Treatment Requested] 10

(D) FORM OF CONSIDERATION AND DETERMINATION OF VALUE. Subject to, and without limiting Clearwire's rights described in Section 4(c), if the whole or any part of the consideration set forth in a Bona Fide Offer is in a form other than cash, then Clearwire may meet such non-cash consideration using cash comparable to the non-cash consideration in its acceptance notice. If Licensee does not accept Clearwire's offer of a cash-substitute for the non-cash consideration, then Licensee must notify Clearwire of Licensee's estimate of a fair cash substitute consideration amount within fifteen (15) days after Licensee's receipt of Clearwire's acceptance notice. Licensee's failure to provide such notification to Clearwire within the prescribed fifteen (15) day period shall be deemed an acceptance of Clearwire's cash-substitute offer. If Licensee disputes Clearwire's cash-substitute amount, then Clearwire will have ten (10) days from receipt of Licensee's dispute notice to notify Licensee of its election to (i) adopt Licensee's stated cash value, or (ii) submit the valuation issue for determination by JAMS Resolution. In any case where the right to seek a determination by JAMS Resolution is invoked, Clearwire's ROFR will remain open until twenty (20) days after Clearwire is notified of the decision made by JAMS Resolution, during which time Clearwire may revise its acceptance notice to adopt the findings made by the JAMS Resolution or waive its ROFR with respect to the third party offer, provided that Licensee and the third party execute a contract to implement the third party offer within one hundred twenty (120) days of the end of Clearwire's twenty (20) day time period to consider the decision made by the JAMS Resolution. Licensee's failure to accept the third party offer restores the ROFR for the remainder of the ROFR Period, if any. Licensee's failure to enter into a contract with the third party offeror within the aforementioned one hundred twenty (120) day time period shall restore Clearwire's ROFR for the remainder of the ROFR period, if any. (E) RIGHT TO PARTICIPATE. During the Term and for a period of [***] following the expiration or termination of this Agreement, if Licensee decides to consider, issue or solicit bids, proposals or offers for sale (if permitted by the FCC), assignment (excluding Licensee's rights to assign during the Term under Section 11(c)), transfer, use or lease of any part or the whole of the Channels, then Licensee will provide Clearwire with an opportunity no less favorable in timing or substance than the opportunity provided to any other Person: (i) to receive and/or submit bids, proposals and offers for the Channels; (ii) to the extent permissible under applicable non-disclosure agreements, to receive information with respect to such bids, proposals, offers and counters thereto; and (iii) to discuss any of the same with Licensee. This right to participate does not limit in any manner, and is in addition to, the ROFR set forth in Section 4(c). Notwithstanding anything in this Agreement to the contrary, if Licensee receives a Termination Notice, or if this Agreement is terminated by Licensee pursuant to Section 12(b) (Payment Default), or if this Agreement is terminated by Licensee pursuant to Section 12(d) (Other Defaults), then immediately upon the receipt of the Termination Notice or the effective date of such termination, the provisions of this Section 4(e) shall terminate and cease to be of force and effect. 5. FREQUENCY BAND TRANSITION (A) COOPERATION AND CONSULTATION. The Parties acknowledge that the Channels are subject to relocation to different frequencies and/or to different technical characteristics as a result of the band plan transition rules adopted by the FCC in WT Docket No. 03-66 as such FCC Rules may be amended from time to time (the "TRANSITION"). The [*** Confidential Treatment Requested] 11

Transition shall have no effect on the compensation to be paid to Licensee pursuant to Section 3 or any obligations of Clearwire US LLC under the Services Agreement or Clearwire Parent under the Warrant Agreement. Clearwire and Licensee will cooperate in the Transition in accordance with FCC Rules to facilitate Clearwire's and Licensee's use of the Channels as provided in this Agreement. Except as FCC Rules may otherwise require, Licensee will consult with Clearwire before adopting, consenting to, or otherwise agreeing to any change of frequencies or characteristics of the Channels other than those changes specified by FCC Rules, and will fully involve Clearwire in all of its interactions with any third parties concerning transitions to channel plans required or allowed as an outcome of the FCC's Transition proceedings. Within thirty (30) days of the Effective Date, Licensee will provide Clearwire with copies of Licensee's responses to Pre-Transition Data Requests made by Sprint Nextel Corporation concerning the Licenses. (B) POSSIBLE [***] EXCHANGE. The Parties acknowledge that pursuant to [***] of FCC Rules, Licensee may be required to exchange [***], or portions thereof, under call sign [***] for channels [***], or portions thereof, authorized to the [***] under call sign [***]. (C) COSTS AND EXPENSES. Clearwire shall be solely responsible for paying [***]. If neither Clearwire nor any third party initiates and/or completes the Transition of the Channels within the time frames specified by FCC Rules, Licensee may, at its sole option, avail itself of any "self-transition" rights made available pursuant to FCC Rules. [***]. 6. CAPACITY REQUIREMENTS AND USES (A) CLEARWIRE'S CAPACITY. Subject to Licensee's rights pursuant to Section 7(a), and subject to Clearwire's compliance with Section 3(d) and its other obligations under this Agreement, upon the Final Order Date, Clearwire will have the exclusive right to use all of Clearwire's Capacity. (B) EXPANSION OF CLEARWIRE'S CAPACITY. If FCC Rules change such that less (or no) capacity is required to be set aside for Licensee's use, Licensee shall have the option, in Licensee's sole discretion, to make any or all of Licensee's Reserved Capacity available to Clearwire as Clearwire's Capacity in which case the Monthly Lease Payment will be increased as provided in Section 3(c)(ii). As of the Effective Date, Clearwire intends to use only 5.5 MHz of the 6 MHz assigned to [***]. During the Term, Clearwire may elect, in its sole discretion, to use more than 5.5 MHz on [***]. (C) USE OF CAPACITY. Subject to Section 6(d), Clearwire may use Clearwire's Capacity in any manner and for any purpose that is lawful, including those that may be authorized in the future by the FCC. Subject to Section 14, Licensee may use Licensee's Reserved Capacity for itself and Permitted End Users in any manner and for any lawful purpose, including for the purpose of satisfying Substantial Service Requirements. (D) CONTENT RESTRICTIONS. The Parties acknowledge that once Clearwire obtains de facto control of Clearwire's Capacity pursuant to the terms of this Agreement, Clearwire will assume primary responsibility for ensuring that its use of the Channels complies [*** Confidential Treatment Requested] 12

with applicable Laws. Notwithstanding the foregoing, Clearwire will use commercially reasonable efforts to ensure that, to the best of its knowledge, the Channels will not be used to transmit libelous, slanderous, defamatory, obscene or otherwise illegal material; provided, however, that Clearwire bears no responsibility for information or content posted on the world wide web or Internet and bears no responsibility for individual emails, blogs or other transmission of information over the Internet by third parties. If Clearwire or Licensee become aware of illegal use of the Channels, the Parties will cooperate with each other and with law enforcement personnel as appropriate to address any illegal activity. If Clearwire or its Affiliates use Clearwire's Capacity to transmit any programming over which they have content control, they will only select for transmission over the Channels programming or services that do not, to the best of their knowledge, include libelous, slanderous, defamatory, obscene or otherwise illegal content. Notwithstanding the foregoing, Licensee acknowledges and agrees that Clearwire does not make any representation, warranty or covenant with respect to any content or material not provided by Clearwire or its Affiliates or served through Clearwire technology that constitutes libel, obscenity, slander or defamation or in any way violates moral rights, rights of publicity or privacy or other rights. In the event of a breach of this Section 6(d), in addition to Licensee's indemnification rights pursuant to Section 20(b), Licensee's sole and exclusive remedy shall be injunctive relief. (E) ANNUAL MEETINGS. On an annual basis during the Term, beginning on the first anniversary of the Effective Date, Licensee and Clearwire shall meet to review and discuss the Services Agreement and Licensee's Reserved Capacity and to coordinate the Parties' then-current and planned operations on, and use of, the Channels. At such meetings, Clearwire will provide Licensee with updates, if any, on advances in technology applicable to the Channels, the Services Agreement, and Licensee's Reserved Capacity and new applications for use of the Channels to further Licensee's educational goals and [***] goals for the use of the Channels and the Licenses. Discussions with respect to Licensee's Reserved Capacity shall not include the adjustments to the number of Connections, which shall be completed in accordance with the terms of Section 8. Any such discussions and all information provided to Licensee at such meetings shall be subject to confidentiality and non-disclosure as set forth in Section 15. (F) SECTION 27.1214(E) AMENDMENTS. Pursuant to Section 27.1214(e) of FCC Rules, on the date that is fifteen (15) years after the Effective Date and every five (5) years thereafter, Licensee shall have a period of sixty (60) days to request a review of its use of Licensee's Reserved Capacity, at which time the Parties shall negotiate in good faith an amendment to the Agreement that accommodates any bona fide changes in educational needs, technology and other relevant factors affecting Licensee's Reserved Capacity requirements. Notwithstanding the foregoing, the following shall apply to any such amendment: (i) to the extent such amendment materially increases Clearwire's monthly costs either to operate Clearwire's Capacity or to meet Licensee's changed educational use requirements, the amendment may provide that such costs will be offset by a reduction in the Monthly Lease Payment or funding or service credits under the Services Agreement for the remainder of the Term, a refund in an amount to be agreed upon by both Parties, or both; (ii) Clearwire may accommodate changes in Licensee's Reserved Capacity through any reasonable means available so as to avoid disruption to the advanced wireless services provided by Clearwire; and (iii) Clearwire shall not be required to accommodate changes in Licensee's Reserved [*** Confidential Treatment Requested] 13

Capacity in a manner that has a negative economic impact on Clearwire or Clearwire's commercial operations under the Agreement. (G) NON-COMPENSATORY CHANNELS SWAPPING. With the consent of Licensee, which consent will not be unreasonably withheld, conditioned, or delayed, Clearwire may require Licensee to enter into agreements to swap the Channels for other EBS or BRS channels in the GSAs as long as: (i) Clearwire demonstrates it has a bona fide operational purpose to effectuate the proposed swap and any direct or indirect compensation to Clearwire or its Affiliates resulting from the swap is solely to account for any differences in the channel assignments or geographic areas between the channels to be swapped; (ii) in Licensee's reasonable determination, there is no material detriment in the operational capability or commercial or economic value of the swapped channels as compared to the Channels after taking into account relevant factors including applicable Interference Consents relating to the Channels or swapped channels, the operation of licenses in adjacent markets or frequency bands that could affect the operation of the Channels, the size of the GSAs, and the population within the GSAs; and (iii) there is no reduction or adverse effect on the services, funding or service credits provided to Licensee under this Agreement or the Services Agreement following the swap. Under no circumstances shall Licensee be required to consent to any channel swap of an Upper Band Segment channel or Lower Band Segment channel for a Middle Band Segment channel, or to any swap under which the swapped channels provide less contiguous spectrum than the Channels provide as configured after giving effect to the Transition. In evaluating a proposed channel swap, the Parties shall consider [***] as full 6 MHz channels, regardless of whether Clearwire or any other Person is using the full 6 MHz of each Channel. Clearwire shall bear all Costs and Expenses associated with any channel swap. If Licensee withholds consent to a channel swap proposed by Clearwire because Licensee determines that the proposed swap fails to meet the conditions set forth above, the Parties will negotiate in good faith in an effort to reach agreement on an alternative swap arrangement or to adjust the compensation due hereunder; provided, however, that Licensee shall not be required to consent to a channel swap that does not meet the conditions set forth above unless the Parties have agreed to an alternative arrangement in writing. (H) USE OF MIDDLE BAND SEGMENT CHANNELS. Licensee agrees, at Clearwire's option, that [***] may be used for low power advanced wireless services, provided such use is permitted under FCC Rules and does not cause harmful interference to Licensee's use of Licensee's Reserved Capacity. 7. EXISTING EBS EQUIPMENT AND BUILD-OUT OF CLEARWIRE NETWORK (A) EXISTING OPERATIONS AND EBS EQUIPMENT. Licensee intends to rely on [***] to continue to operate and maintain the existing transmission and reception equipment currently in place for the Channels (the "EXISTING EBS EQUIPMENT") until such time as Clearwire is prepared to activate the Clearwire Network so as to enable the provision of Clearwire's Service and Licensee's Service using Licensee's Reserved Capacity. Clearwire shall provide Licensee with notice that it is prepared to activate the Clearwire Network in accordance with the provisions of this Section 7 and, upon receiving such notice, Licensee shall have sixty (60) days to cease all operations on the Channels (such date of cessation hereinafter referred to as the "EXISTING SERVICE DISCONTINUANCE DATE"). Notwithstanding the [*** Confidential Treatment Requested] 14

transfer of de facto control to Clearwire pursuant to Section 3(a) and Clearwire's rights pursuant to Section 6(a), Licensee shall have the right to use all of the capacity on the Channels to provide non-commercial services until the Existing Service Discontinuance Date. (B) RELOCATION OR REPLACEMENT OF EXISTING EBS EQUIPMENT. If Licensee reasonably determines that it must relocate the Existing EBS Equipment to a new transmission facility or obtain replacement EBS equipment ("REPLACEMENT EBS EQUIPMENT") prior to the Existing Service Discontinuance Date, [***]. (C) [***]; provided, however, that Clearwire shall not be obligated to pay for any such Costs and Expenses incurred by Licensee after the Existing Service Discontinuance Date, other than any final Costs and Expenses incurred by Licensee to discontinue its then-current EBS service. (D) BUILD-OUT; SUBSTANTIAL SERVICE. Within [***] following the Existing Service Discontinuance Date, Clearwire shall activate the Clearwire Network and thereafter ensure, for the remainder of the Term, that the Clearwire Network is maintained and operated so as to permit Licensee to meet whatever spectrum reserve requirements, minimum educational use requirements, substantial service requirements, and/or other use and performance benchmarks as are established by the FCC for use of the Channels, as such requirements and benchmarks may be modified from time to time (collectively the "SUBSTANTIAL SERVICE REQUIREMENTS"). In accordance with this Section 7(d), Clearwire will make available to Licensee the Connections as set forth in Section 8 and the products, services, service credits, funding, and other compensation specified in the Services Agreement to allow Licensee to meet the Substantial Service Requirements. In addition, if required by FCC Rules, Clearwire will use Clearwire's Capacity in such a way as to assure that Clearwire satisfies any Substantial Service Requirements which may be applicable to commercial entities for use of the Channels, as such requirements may change from time to time. Notwithstanding the foregoing, Clearwire shall not be in breach of this Section 7(d) to the extent that Clearwire is prohibited from, or delayed in, completing its obligations solely due to circumstances beyond its reasonable control that could not have been reasonably anticipated, including its inability to obtain, or the delay in obtaining, necessary governmental permits for completion of construction of the Clearwire Network, provided that Clearwire has used its commercially reasonable best efforts to perform under this Section 7(d); and, provided, further, that Clearwire shall use its commercially reasonable best efforts, at its expense, to design and implement any alternative and possibly temporary measures that may be necessary for Licensee (and Clearwire, if applicable) to meet the Substantial Service Requirements and/or preserve and protect the Licenses and Channels if Clearwire encounters circumstances beyond its reasonable control as described in this sentence. (E) DEDICATED EQUIPMENT PURCHASE OPTION. Upon expiration or termination of this Agreement, Licensee shall have the option, upon giving notice to Clearwire within thirty (30) days of such expiration or termination, to purchase or to lease at Clearwire's option that portion of the transmission equipment (not including any tower rights) then in operation that is dedicated solely to transmission of Licensee's Reserved Capacity on the Channels (the "DEDICATED EQUIPMENT"), or comparable equipment. The price for such equipment shall be [*** Confidential Treatment Requested] 15

equal to the fair market value of the Dedicated Equipment at the time of Licensee's notice or, if comparable equipment is provided, Clearwire's cost in obtaining such equipment. (F) SHARED EQUIPMENT PURCHASE OR LEASE OPTION. Upon expiration or termination of this Agreement, Licensee shall have the option upon giving notice to Clearwire within thirty (30) days of such expiration or termination to purchase or lease at Clearwire's option any equipment owned by Clearwire and used in connection with the transmission of Licensee's Reserved Capacity on the Channels that is not Dedicated Equipment, or comparable equipment at a price equal to such equipment's fair market value for such purchase or lease as applicable. (G) REAL ESTATE, TOWER AND SITE LEASE RIGHTS. Nothing contained in this Agreement shall be interpreted as providing Clearwire with rights to use any real estate, towers, or other real or personal property owned or controlled by Licensee or [***]. Licensee and [***] shall each be entitled to enter into such arrangements as they elect, including arrangements that may be competitive with Clearwire as long as they do not otherwise conflict with Licensee's obligations to Clearwire under this Agreement. 8. SERVICES TO BE MADE AVAILABLE TO LICENSEE (A) COST FREE CONNECTIONS USING LICENSEE'S RESERVED CAPACITY. During the Term, Licensee shall have full access to and use of Licensee's Reserved Capacity at no cost so as to enable the provision of Licensee's Service using Licensee's Reserved Capacity. To facilitate and maximize Licensee's access and use of Licensee's Reserved Capacity at no cost, the Parties will calculate the amount of Licensee's Reserved Capacity in terms of total throughput measured in Mbps based on all EBS and BRS channels used in the Clearwire Network at the time the calculation is made. Licensee's Reserved Capacity shall be calculated as follows: [***]. For example, and for purposes of illustration only, if Clearwire uses [***]. The resulting Mbps will be translated into a maximum number of commercially available end user devices (e.g., wireless modems, mobile telephones, etc.) acquired by Licensee pursuant to the Services Agreement that are technically compatible and may be connected to the Clearwire Network [***] using Licensee's Reserved Capacity based upon the tiers and types of available Clearwire's Service selected by Licensee ("CONNECTIONS"). Pursuant to the foregoing example, [***] could be translated into (i) [***] Clearwire residential modems with a downlink throughput of up to [***] and an uplink throughput of up to [***]. It is the intent of the Parties that "Connections" be interpreted generally to take into account changes and advances in technology, the evolution of the Clearwire Network and changes in the use of the Channels over time so as to ensure that Licensee benefits from future changes in technology and new applications. (B) CALCULATION AND AVAILABILITY OF CONNECTIONS. The maximum number of Connections available to Licensee shall be calculated and made available to Licensee within thirty (30) days following the date that Clearwire's Service becomes available in either GSA ("CONNECTION CALCULATION DATE"). [***] taking into consideration changes and advances in technology and changes, enhancements, and advancements in Clearwire's Service and the Clearwire Network. At the time of such [***], Clearwire will [***]. Notwithstanding the foregoing, in no event shall the number of Connections available to Licensee be less than [***] [*** Confidential Treatment Requested] 16

Clearwire residential modems with a downlink throughput of up to [***] and an uplink throughput of up to [***] (or the equivalent number of commercial modems based on the formula described in Section 8(a)). (C) TERMS OF USE. Licensee's ordering and Licensee's and its Permitted End Users use of Connections shall be governed by the acceptable use policy and terms of service, and such other policies of general applicability which apply to such services, which are subject to amendment and may be found at http://www.clearwire.com or such other URL as may be designated; provided, however, that financial terms contained in the terms of service shall not apply to Connections. In addition to the foregoing, Clearwire may specify from time to time, in its sole discretion, reasonable procedures for activation, additions, deletions or substitutions of Connections to Licensee and its Permitted End Users. (D) EQUIPMENT AND SOFTWARE. For all Connections made available to Licensee and its Permitted End Users, Clearwire shall make available pursuant to the terms of the Services Agreement any end user equipment, services or software upgrades that Clearwire makes generally available to Clearwire's retail customers subscribing to the same tier of service. If any equipment upgrade involves replacement of equipment, the replaced equipment shall be returned to Clearwire or its designee and title to the replacement equipment shall transfer to Licensee or Permitted End Users. (E) TITLE. All equipment provided by Clearwire to Licensee for the Connections under this Agreement shall be the property of Licensee or Permitted End Users free and clear of all liens and encumbrances, when paid in full (if any payment is required). Licensee shall own, and be solely responsible for the maintenance and operation of, all end user equipment, facilities and receive sites installed at Licensee's locations, including the sites of its Permitted End Users; provided however, that Licensee may use service credits for maintenance and other services as specified in the Services Agreement. (F) ADDITIONAL CONNECTIONS AND OTHER SERVICES. Licensee may obtain additional connections and other products and services offered by Clearwire Parent, its Affiliates, and their successors and assigns pursuant to the terms of the Services Agreement attached hereto as Exhibit C ("SERVICES AGREEMENT"). 9. INTERFERENCE CONSENTS Except as disclosed in Exhibit D, Licensee has not, within eleven (11) years of the Effective Date, executed any Interference Consent. Neither Party shall execute any Interference Consent or request a waiver of FCC Rules affecting the Channels or the Licenses without the other Party's advance written consent, such consent not to be unreasonably withheld, refused or delayed; provided, however, that Licensee may request a waiver of FCC Rules if it reasonably determines such waiver is necessary to preserve the Licenses or to prevent a material adverse effect to the Licenses. Licensee shall execute any Interference Consent and consent to any waiver of FCC Rules, upon reasonable request by Clearwire; provided, however, that Licensee shall have no obligation to execute any Interference Consent or consent to any waiver of FCC Rules, if Licensee reasonably determines that such consent would (i) result in interference to the use of Licensee's Reserved Capacity, (ii) result in interference to a third party in violation of [*** Confidential Treatment Requested] 17

FCC Rules; (iii) result in any other violation of FCC Rules; (iv) result in a material difference in any of the Channels' GSAs upon expiration or termination of this Agreement; or (v) have a material adverse affect on the value of the Licenses or the Channels upon the expiration or termination of this Agreement. 10. APPLICATIONS AND EXPENSE REIMBURSEMENT (A) APPLICATION PREPARATION. To the extent permissible under FCC Rules and in cooperation with Licensee (including prior Licensee review of all Applications to be submitted to the FCC or any Governmental Authority), Clearwire will prepare and submit in its name all applications, amendments, petitions, requests for waivers, and other documents (collectively, "APPLICATIONS") necessary for the proper operation of Clearwire's Capacity; provided, however, that Clearwire will not submit any Application without Licensee's advance written consent, if such Application would, in Licensee's reasonable determination, (i) result in interference to the use of Licensee's Reserved Capacity, (ii) result in interference to a third party in violation of FCC Rules; (iii) result in any other violation of FCC Rules; (iv) result in a difference in any of the Channels' GSAs upon expiration or termination of this Agreement; or (v) have an adverse affect on the value of the Licenses or the Channels upon the expiration or termination of this Agreement. Licensee will prepare and submit all Applications necessary for the modification, maintenance and renewal of the Licenses that, under FCC Rules, may only be filed by Licensee, including, but not limited to, requests for special temporary authority or any other such filings reasonably requested by Clearwire that meet the conditions applicable in this Section 10(a) to Applications that are otherwise filed by Clearwire. (B) APPLICATION COSTS AND EXPENSE REIMBURSEMENT. Clearwire shall reimburse Licensee, not later than thirty (30) days after receipt of any invoice from Licensee, (including such supporting documentation as Clearwire may reasonably request), for all reasonable Costs and Expenses incurred in connection with (i) Licensee's preparation, review, filing, and prosecution of any Application (including any assignment or transfer applications and the FCC Long Term Lease Application) or other documents submitted to the FCC relating to the Licenses including applications to renew and continue in full force the Licenses; (ii) Licensee's preparation, review, filing, and prosecution of any Interference Consent or other documents requested by Clearwire; (iii) Licensee's provision of assistance to Clearwire in licensing and other matters in connection with the performance of this Agreement as may be reasonably requested by Clearwire from time to time from the Effective Date; and (iv) any Transition (or self-transition) of the Channels. During the Initial Term, any Costs and Expenses for which Licensee intends to seek reimbursement under this Agreement that is expected to exceed [***] shall be subject to prior approval by Clearwire. During the first Renewal Term, if any, any Costs and Expenses for which Licensee intends to seek reimbursement under this Agreement that is expected to exceed [***] shall be subject to prior approval by Clearwire. During the second Renewal Term, if any, any Costs and Expenses for which Licensee intends to seek reimbursement under this Agreement that is expected to exceed [***] shall be subject to prior approval by Clearwire. (C) REGULATORY FEES. Clearwire will promptly pay all fees, taxes and assessments of any kind associated with the Channels and the Licenses (including any federal [*** Confidential Treatment Requested] 18

regulatory fees or fees imposed by the FCC) upon receipt of notice that such fees, taxes or assessments are due. (D) FCC LONG TERM LEASE APPLICATION. Within ten (10) days following the Effective Date and prior to consummating the transfer of de facto control of the Channels, the Parties agree to cooperate as required to prepare and file with the FCC all forms and related exhibits, certifications and other documents necessary to obtain the FCC's consent to this Agreement and satisfy the FCC's requirements for long term de facto lease approval as set forth in 47 C.F.R. Section 1.9030(e) ("FCC LONG TERM LEASE APPLICATION"). Each Party will fully cooperate with the other, and do all things reasonably necessary to timely submit, prosecute and defend the FCC Long Term Lease Application, including responding to any petitions for reconsideration or Commission reconsiderations of the grant of the FCC Long Term Lease Application, and will promptly file or provide the other Party with all other information which is required to be provided to the FCC in furtherance of the transactions contemplated hereby. The Parties will disclose in the FCC Long Term Lease Application the automatic extension of the Term upon the renewal of the Licenses. The Parties further covenant and agree to include in any License renewal application, or separately request, as necessary, a request to extend and renew this Agreement for the renewal term of the License, if this Agreement contemplates renewal of this Agreement for or during any part of such License renewal term. Any Costs and Expenses associated with the filing of the FCC Long Term Lease Application and renewals thereof shall be paid by Clearwire. Within thirty (30) days following the Effective Date, the Parties will work in good faith to create a mutually agreeable redacted form of this Agreement which will be submitted to the FCC if this Agreement must be filed with the FCC, which redacted form of this Agreement will be attached hereto as Exhibit E. If changes to Exhibit E are required by Law, the Parties shall coordinate with each other and mutually agree on appropriate revisions to Exhibit E. (E) INFORMATION SHARING. The Parties shall promptly provide each other with all correspondence, notices, and filings to or from the FCC or other Governmental Authority that relate to the Licenses or the Channels, including all Transition correspondence and any Application relating to the Licenses received, sent or filed after the Effective Date. The Parties shall promptly inform each other of any material FCC Rules violations with respect to the Channels or the Licenses about which either Party becomes aware after the Effective Date. (F) REGULATORY SUPPORT. Upon either Party's request, the other Party shall support any reasonable efforts by the requesting party to protect and preserve the Licenses and Channels, including lobbying the FCC or any other Governmental Authority to oppose any rulemakings or other proceedings that would adversely affect the Licenses or Channels and the rights of Licensee and Clearwire to hold and use the Licenses and Channels as contemplated by this Agreement. 11. ASSIGNMENTS AND SUBLEASING (A) ASSIGNMENT AND SUBLEASE BY CLEARWIRE TO THIRD PARTY. Clearwire may not sell, assign, lease, sublease, cross-lease, license, exchange, delegate or otherwise transfer (collectively, an "ASSIGNMENT") any of its rights and obligations under this Agreement without the prior written consent of Licensee, such consent not to be unreasonably withheld or delayed. 19

Notwithstanding the foregoing, Licensee shall consent to an Assignment to a third party that, in Licensee's reasonable determination, is legally, technically, and financially qualified to assume Clearwire's duties and obligations under this Agreement (an "ASSIGNEE"); provided, however, that the following additional conditions are met: [***]. When determining whether a proposed assignee is legally, technically and financially qualified for an Assignment, Licensee shall be entitled to take into account that Licensee would no longer have the protections offered by the Parent Guarantee and Covenant Agreement. In addition, notwithstanding the foregoing, an Assignment shall not take place if, in Licensee's reasonable determination, the Assignment would have a material adverse effect on Licensee's rights under the Services Agreement or the ability of the proposed assignee to fulfill the terms of the Services Agreement. This Agreement may not be Assigned unless there is a contemporaneous Assignment of the Services Agreement to the same Person to whom this Agreement is Assigned. (B) PRO FORMA ASSIGNMENT AND SUBLEASE BY CLEARWIRE. Clearwire may assign this Agreement (or its rights thereunder) or sublease Clearwire's Capacity to an Affiliate of Clearwire or Clearwire Parent; provided, however, that, the following conditions are met: (i) in Licensee's reasonable determination, the assignee or sublessee must be legally, technically, and financially qualified to assume, in writing in a form reasonably acceptable to Licensee, all of Clearwire's duties and obligations under this Agreement; (ii) the Parent Guarantee and Covenant Agreement will continue to apply in full force and effect pursuant to its terms following the assignment or sublease; and (iii) in Licensee's reasonable determination, the assignment or sublease would not have an adverse effect on Licensee's rights under the Services Agreement or the ability of Clearwire US LLC or its successor to fulfill the terms of the Services Agreement. Clearwire shall provide notice to Licensee of any such assignment or sublease, shall take all steps required by the FCC to effectuate such assignment or sublease, and shall pay for all Costs and Expenses (including reimbursing Licensee as necessary) associated with any such assignment or sublease. (C) ASSIGNMENT OR SURRENDER OF LICENSES. Licensee may elect to assign the Licenses to a Person qualified to hold the Channels subject to the following conditions: (i) to the extent FCC Rules do not preclude Clearwire from exercising consent rights, Licensee shall obtain Clearwire's consent to the assignment, such consent not to be unreasonably withheld, delayed or conditioned (it being agreed by the Parties that it would be reasonable for Clearwire to withhold its consent if Licensee proposes to assign the Channels to a Person that is engaged in building, operating, managing, or distributing wireless broadband services on a commercial basis); (ii) the assignee shall assume in writing the rights and obligations of Licensee under this Agreement and the Services Agreement; and (iii) to the extent FCC Rules do not preclude Clearwire from exercising a ROFR with respect to the assignment of the Licenses, the assignment of the Licenses shall be subject to Clearwire's ROFR described in Section 4(c). If Clearwire exercises such ROFR, Licensee shall assign the Licenses to an FCC-qualified Person designated by Clearwire who will assume the Licenses and Licensee's obligations under this Agreement and the Services Agreement (a "SUCCESSOR LICENSEE"); provided however, that such Successor Licensee must be able to assume the Licenses and all of Licensee's obligations with respect thereto, within one hundred twenty (120) days of being so designated by Clearwire ("SUCCESSOR LICENSEE CONDITIONS"). If Licensee elects to discontinue EBS operations and surrender one or more of its Licenses or Channels to the FCC, such election shall be subject to the following: (i) Licensee shall notify Clearwire upon making such [*** Confidential Treatment Requested] 20

decision; and (ii) if requested by Clearwire within thirty (30) days of Licensee's notification to Clearwire, Licensee shall assign the License(s) for the affected Channels to a Successor Licensee that meets the Successor Licensee Conditions. Licensee, any Successor Licensee, and Clearwire shall cooperate in filing with the FCC any and all documents necessary to assign the License(s) to a Successor Licensee and obtain FCC consent to such assignment. [***]. (D) PRO FORMA ASSIGNMENT AND SUBLEASE BY LICENSEE. Licensee may, without the consent of Clearwire, assign the Licenses for the Channels or sublease its rights and obligations under this Agreement to [***] or an Affiliate of Licensee; provided that Licensee notifies Clearwire of such pro forma assignment or sublease and the assignee agrees in writing to assume all of Licensee's rights and obligations under this Agreement. Licensee shall take all steps required by the FCC to effectuate such assignment or sublease, and shall pay for all Costs and Expenses associated with any such assignment or sublease. 12. TERMINATION OF AGREEMENT (A) AUTOMATIC TERMINATION. This Agreement will terminate automatically with respect to the Channel(s) subject to an affected License upon the earlier of: (i) a Final Order denying any extensions of the term of the FCC Long Term Lease Application with respect to that License; (ii) a Final Order denying the renewal of the License; or (iii) a Final Order revoking, terminating or canceling the License. If this Agreement is partially terminated with respect to less than all of the Licenses and Channels, this Agreement shall automatically continue in full force and effect for the remaining License(s) and Channel(s), and the Monthly Lease Payment and funding and services credits under the Services Agreement shall be reduced on a pro-rated basis to account for the reduction in MHz/POPs covered by the License(s) and Channel(s) for which this Agreement is terminated. No change or modification will be made with respect to any other compensation previously paid to or earned by Licensee under this Agreement, including the Initial Lease Payment. (B) PAYMENT DEFAULT. This Agreement may be terminated by Licensee immediately upon notice to Clearwire if Clearwire fails to make any payment required pursuant to Section 3 of this Agreement and such breach continues uncured for [***] after Clearwire receives notice of such breach from Licensee. (C) INSOLVENCY. Either Party may terminate this Agreement upon delivery of at least ten (10) days prior notice to the other Party if the other Party ceases doing business as a going concern and makes an assignment for the benefit of creditors, admits in writing an inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent, files a petition with a court of competent jurisdiction seeking for itself any reorganization, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute or regulation, or consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or within sixty (60) days after the commencement of any proceedings against it seeking reorganization, readjustment, liquidation, dissolution or similar relief under any present or future statute or regulation, it fails to have such proceeding dismissed, or if within sixty (60) days after the appointment, without the Party's consent or acquiescence, of any trustee, receiver or liquidator of it or of all or any substantial part of its [*** Confidential Treatment Requested] 21

assets or properties such appointment shall not vacate. Any act or event entitling one Party to terminate this Agreement under this Section 12(c) shall, for all purposes of this Agreement, constitute a default in and failure by the other Party to perform its obligations under the terms of this Agreement. (D) OTHER DEFAULTS. In addition to the termination rights set forth above, this Agreement may be terminated by either Party (in this context, the "NON-BREACHING PARTY") upon material breach of, or default under, any representation, warranty, covenant, agreement or obligation under this Agreement by the other Party (in this context, the "BREACHING PARTY"); provided, however, that the Breaching Party shall be provided with notice of such material breach or default by the Non-Breaching Party of the alleged grounds for the breach or default and allowed a [***] period for cure following such notice; provided, further, however, that if the Breaching Party proceeds with reasonable diligence during such [***] period and is unable, because of circumstances beyond its control or because of the nature of the breach or default, to cure the breach or default within such applicable time period, the time for cure shall be extended, but in no event beyond [***] after receipt of notice from the Non-Breaching Party. Clearwire's failure to satisfy the requirements set forth in Sections 3(d) and 7(d) shall be considered a material breach of this Agreement. (E) FAILURE OF FINAL ORDER DATE. Either Party may terminate this Agreement without liability by notice to the other Party if the Final Order Date has not occurred on or prior to the date that is [***] from the Effective Date; provided, however, that such failure is not the fault of the terminating party. (F) SERVICES AGREEMENT DEFAULT. Any uncured material breach or default of Clearwire US LLC or its successors under the Services Agreement or of Clearwire Parent under the Parent Guarantee and Covenant Agreement shall be considered a material default under this Agreement entitling Licensee to terminate this Agreement effective immediately upon providing notice to Clearwire without opportunity to cure such breach or default apart from any such cure periods provided in the Services Agreement or Parent Guarantee and Covenant Agreement, as applicable. (G) NOTIFICATION TO FCC. The Parties will notify the FCC of the termination of this Agreement with respect to a License or Channels within ten (10) calendar days following the termination. (H) EFFECT OF EXPIRATION OR TERMINATION. Except as expressly set forth in this Agreement, upon the expiration or termination of this Agreement with respect to one or both of the Licenses, each Party will pay its own Costs and Expenses related to the expiration or termination of this Agreement and the transactions contemplated herein; provided, however, that each Party shall pay all unpaid amounts owed to the other Party under this Agreement as of the date of termination or expiration of this Agreement. Any termination or expiration of this Agreement, regardless of cause, will not release either Licensee or Clearwire from any liability arising from any breach or violation by that Party of the terms and provisions of this Agreement prior to the expiration or termination. The general and procedural provisions of this Agreement, which may be relevant to enforcing the obligations or duties of the Parties, as well as any other provisions that by their terms obligate either party following expiration or [*** Confidential Treatment Requested] 22

termination, will survive the expiration or termination of this Agreement until the obligations or duties are performed or discharged in full. Upon expiration or termination of this Agreement for any reason other than Licensee's material breach, Clearwire, for a period of ninety (90) days, will cooperate in good faith with Licensee and take such actions as are reasonable and necessary to enable Licensee to transition the affected Licenses and the Channels for use other than in connection with the Clearwire Network; provided, however, Clearwire shall not be required to pay any Costs and Expenses associated with such transition. 13. REVENUES AND EXPENSES Except that Clearwire will pay Licensee's reasonable attorney's fees in the negotiation of this initial Agreement, each Party will pay its own Costs and Expenses incident to any amendments or modifications to the Agreement. Unless otherwise provided in this Agreement, Clearwire is entitled to one hundred percent (100%) of the revenue generated from the use of the Clearwire's Capacity. 14. NON-COMPETITION Licensee will not, during the Term, use Licensee's Reserved Capacity to build, operate, manage or distribute, on a for-profit basis, a commercial wireless broadband network. [***]. Nothing in this Section 14 shall be interpreted as preventing Licensee from leasing, selling, or otherwise providing rights to Clearwire, Clearwire's Affiliates, Permitted End Users and third parties to use any real estate, towers, or other real or personal property owned or controlled by Licensee or [***]. 15. CONFIDENTIALITY AND NON-DISCLOSURE (A) CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT. The terms of this Agreement that are not otherwise required to be disclosed to the FCC will be kept strictly confidential by the Parties and their Agents, which confidentiality obligation will survive the termination or expiration of this Agreement for a period of two (2) years. The Parties may make disclosures as required by Law or judicial process, and to members of their boards of directors and advisory boards, employees, shareholders, agents, attorneys and accountants (collectively, "AGENTS") as required to perform their obligations under the Agreement; provided, however, that the Parties will cause all Agents to honor the provisions of this Section 15(a). At the request of one Party, the other will support an application to a court of competent jurisdiction to enjoin any disclosure and to maintain such confidentiality. Clearwire may disclose the terms of this Agreement to its Affiliates, strategic partners, actual or potential investors, lenders, acquirers, merger partners, and others whom Clearwire deems in good faith to have a need to know such information for purposes of pursuing a transaction or business relationship with Clearwire, so long as Clearwire secures an enforceable obligation from all such third parties to limit the use and disclosure of this Agreement as provided herein. Licensee and [***] may disclose the terms of this Agreement to their respective Affiliates, to possible successors to the interests of Licensee or [***], and to lenders, solely for purposes of pursuing a transaction or formal relationship with Licensee or [***] as the case may be, so long as Licensee or [***] secures an enforceable obligation from such third parties to limit the use and disclosure of this Agreement as provided herein. Licensee may also disclose the [*** Confidential Treatment Requested] 23

existence and duration of the exclusivity rights and ROFR in Section 4 of this Agreement. The Parties will submit a confidentiality request to the FCC if the FCC seeks from the Parties a copy of this Agreement or any other confidential information regarding its terms. (B) NON-DISCLOSURE OF SHARED INFORMATION. As used herein, the term "INFORMATION" shall mean all non-public information disclosed by a Party hereunder (in this context, the "DISCLOSING PARTY") to the other Party and its Agents (collectively, in this context, the "RECEIVING PARTY"), whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. The term Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement by the Receiving Party or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the Receiving Party which can be verified by independent evidence; (3) subsequent to disclosure hereunder, is lawfully received by the Receiving Party from a third party having rights therein without restriction of third party's or the Receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the Receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Information which can be verified by independent evidence. During the Term, the Disclosing Party may be supplying and/or disclosing Information relating to its business or operations. The Information will, during the Term of this Agreement, and for a period of two (2) years after the termination or expiration of the Agreement, be kept confidential by the Receiving Party and not used for any purpose other than implementing the terms of this Agreement. The Receiving Party will be responsible for any improper use of the Information by it or any of its Agents. Without the prior written consent of the Disclosing Party and except as allowed herein, the Receiving Party will not disclose to any Person the Information, or the fact that the Information has been made available to it, except (i) for disclosures required by Law (or pursuant to judicial process), and (ii) for disclosures to the Receiving Party's Agents. Each person to whom Information is disclosed must be advised of its confidential nature and must agree to abide by the terms of this Section 15(b). 16. ASSUMPTION OF LIABILITIES Neither Party is assuming or will be responsible for any of the other's liabilities or obligations (including customer obligations) except as required by the FCC or as specifically provided in this Agreement. 17. FCC-MANDATED LEASING OBLIGATIONS (A) Licensee and Clearwire are familiar with FCC Rules affecting spectrum leasing and the provision of EBS, the Communications Act of 1934, as amended ("COMMUNICATIONS ACT"), the Code of Federal Regulations, and all other applicable FCC Rules, and agree to comply with all applicable Laws. (B) Clearwire assumes primary responsibility for complying with the Communications Act, and FCC Rules that apply to the Channels and Licenses; this Agreement 24

and the Services Agreement may be revoked, cancelled or terminated, in accordance with Section 12, by Licensee or by the FCC if Clearwire fails to comply with applicable Laws. (C) Neither Licensee nor Clearwire will represent itself as the legal representative of the other before the FCC or any Person, but will cooperate with each other with respect to FCC matters concerning the Licenses and the Channels. (D) If a License is revoked, cancelled, terminated or otherwise ceases to be in effect, Clearwire has no continuing authority or right to use the leased spectrum under that License unless otherwise authorized by the FCC. (E) The Agreement is not an assignment, sale or transfer of the Licenses themselves. (F) The Agreement will not be assigned to any Person that is ineligible or unqualified to enter into a spectrum leasing arrangement under FCC Rules. (G) Licensee will not consent to an assignment of a spectrum leasing arrangement unless such assignment complies with applicable FCC Rules. (H) Licensee and Clearwire must each retain a copy of the Agreement and make it available upon request by the FCC in accordance with the confidentiality provisions contained in Section 15. 18. REPRESENTATIONS AND WARRANTIES (A) LICENSEE REPRESENTATIONS AND WARRANTIES. Except as disclosed in Exhibit F, Licensee hereby represents and warrants to Clearwire that: (I) Except for proceedings or complaints affecting EBS licensees generally, there are no proceedings or complaints existing, or to Licensee's knowledge, threatened, before any local, state or federal regulatory body, as of the Effective Date, that could reasonably be expected to have a material adverse effect on (A) the Licenses; (B) Licensee's ability to perform its obligations under this Agreement; or (C) on the solvency or financial condition of Licensee. (II) (A) It has the full right and authority to enter into, execute, deliver, and perform its obligations under this Agreement; (B) it has taken all requisite corporate action to approve the execution, delivery and performance of this Agreement; (C) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency or other laws of general application affecting creditors' rights generally and except as limited by laws relating to availability of specific performance, injunctive relief or other equitable remedies); and (D) its execution of and performance under this Agreement will not violate any applicable Laws or any of its existing contractual obligations. 25

(III) It knows of no fact or circumstance that would disqualify it from performing its undertakings hereunder (subject to obtaining FCC consent to the FCC Long Term Lease Application and any other required consents and approvals). (IV) (A) The Licenses are in full force and effect, (B) Licensee's operations and activities pursuant to the Licenses are being conducted in material compliance with all FCC Rules, and (C) except as set forth in this Agreement, no Person other than Licensee has any right, title or interest in or claims to the Licenses. (V) There are no proceedings, judgments, investigations, or litigation existing or, to Licensee's knowledge, threatened against Licensee that would reasonably be expected to have a material adverse effect on Licensee's ability to perform its obligations under this Agreement or on Licensee's solvency or financial condition. (B) CLEARWIRE REPRESENTATIONS AND WARRANTIES. Clearwire hereby represents and warrants to Licensee as follows: (I) (A) It has the full right and authority to enter into, execute, deliver, and perform its obligations under this Agreement; (B) it has taken all requisite corporate action to approve the execution, delivery and performance of this Agreement; (C) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency or other laws of general application affecting creditors' rights generally and except as limited by laws relating to availability of specific performance, injunctive relief or other equitable remedies); and (D) its execution of and performance under this Agreement will not violate any applicable Laws or any of its existing contractual obligations. (II) It knows of no fact or circumstance that would disqualify it from performing its undertakings hereunder, and neither it nor any of its principals or its Affiliates will take any action, cause any action to be taken, or fail to take any action that would disqualify them from performing and undertaking the obligations under and as contemplated by this Agreement. (III) It is qualified under FCC Rules to lease Clearwire's Capacity. (IV) It has the financial capacity to enter into and perform the obligations of this Agreement. (V) There are no proceedings, judgments, investigations, or litigation existing or, to the best of Clearwire's knowledge, threatened against Clearwire or any of its Affiliates that would reasonably be expected to have a material adverse effect on Clearwire's ability to perform its obligations under this Agreement or on the solvency or financial condition of Clearwire. (C) SURVIVAL. The respective representations and warranties of the Parties will be true and correct as of the Effective Date and as of the Final Order Date as if made on each of the dates and will survive for [***] after the Effective Date except that the representations [*** Confidential Treatment Requested] 26

and warranties of Licensee in Section 18(a)(iv) and of Clearwire in Section 18(b) (iii) shall survive during the Term. 19. COVENANTS (A) COVENANTS AND OBLIGATIONS OF LICENSEE. In addition to the covenants of Licensee contained elsewhere in this Agreement, Licensee shall use commercially reasonable efforts to faithfully fulfill the following covenants and obligations during the Term: (I) It shall operate and maintain end user equipment associated with Licensee's Service in accordance with applicable Laws. (II) It shall avoid causing interference in contravention of FCC Rules to Clearwire's Service or to the lawful transmissions of any third party, and operate and maintain end user equipment associated with Licensee's Service consistent with this obligation. If any interference in contravention of FCC Rules is caused by end user equipment associated with Licensee's Service, it shall resolve such interference in accordance with FCC Rules. (III) Subject to obtaining the timely assistance of Clearwire, it shall comply with FCC Rules and maintain in full force and effect the Licenses and any associated authorizations for the Channels, including the timely filing and diligent prosecution of applications for license renewals required to maintain the Licenses in full force and effect throughout the Term. (IV) It shall request from the FCC any modifications to the Licenses or to any FCC authorization relating to the Licenses that is requested in writing by Clearwire and is otherwise consistent with this Agreement, including Section 10(a). (V) It shall notify Clearwire as soon as reasonably practicable about the nature and forum of any suit or proceeding brought or pending against Licensee that is not disclosed in Exhibit F and which could reasonably be expected to result in a judgment or obligation, after giving effect to available insurance proceeds, of [***] or more against Licensee or that would otherwise affect Licensee's ability to perform its obligations hereunder or its ability to hold the Licenses. (VI) With respect to any Internet access or other wireless services it receives through the Clearwire Network, it shall take commercially reasonable steps to ensure that it and Permitted End Users comply with any applicable acceptable use policies and terms of service, as the same may be provided to Licensee or made generally available from time to time. (VII) It shall not take or fail to take (as applicable), and shall cause its Affiliates and Agents to refrain from taking or from failing to take (as applicable), any actions, that would disqualify Licensee from performing its duties and obligations hereunder. (VIII) It shall obtain and maintain all FCC licenses, permits and authorizations necessary to allow Clearwire use of the Channels as provided herein, and will remain eligible under FCC Rules to provide Clearwire's Capacity, and, unless required by the FCC or other Governmental Authority, will not commit any act, engage in any activity, or fail to [*** Confidential Treatment Requested] 27

take any action that could reasonably be expected to cause the FCC to impair, revoke, cancel, suspend or refuse to renew the Licenses. (IX) It shall not take or fail to take any actions that would disqualify Licensee from performing its duties and obligations hereunder or adversely impact the Licenses or the Channels. (B) COVENANTS AND OBLIGATIONS OF CLEARWIRE. In addition to the covenants of Clearwire contained elsewhere in this Agreement, Clearwire shall, at its sole cost, use commercially reasonable efforts to faithfully fulfill the following covenants and obligations during the Term: (I) It shall obtain and maintain all Governmental Authorizations necessary to perform its duties and obligations hereunder. (II) After the Existing Service Discontinuance Date, in accordance with Section 7(d), it shall construct, operate and maintain the Clearwire Network so as to enable Licensee (and Clearwire, if applicable) to satisfy the Substantial Service Requirements as contemplated by this Agreement. Upon construction of the Clearwire Network, it shall operate, and maintain the Clearwire Network at all times during the Term so as to avoid the forfeiture, revocation, cancellation, non-renewal or other impairment of the Licenses or the Channels. (III) It shall cooperate at Licensee's reasonable request, to assist Licensee in fulfilling Licensee's responsibilities as an FCC EBS licensee. (IV) It shall avoid causing interference to Licensee's use of Licensee's Reserved Capacity or to the lawful transmissions of any third party, and operate and maintain the Clearwire Network consistent with this obligation at all times during the Term. If any interference in contravention of FCC Rules is caused by the Clearwire Network, Clearwire's operations or equipment, Clearwire shall be liable for, and shall be obliged to resolve, such interference. (V) It shall, at its own cost, prepare, file and prosecute all applications necessary to secure and maintain in force all non-FCC Governmental Authorizations required for it to operate the Clearwire Network and provide Clearwire's Service, and to use commercially reasonable efforts to defend against any proceeding that could result in the termination of such Governmental Authorizations. (VI) It shall obtain and maintain in force during the Term, insurance reasonably satisfactory to Licensee that is customary and adequate in form and amount to protect Licensee against Costs and Expenses, damages, liabilities, claims, and other losses with respect to those matters specified in Section 20. Any such policies of insurance shall name Licensee as additional insured to the extent that its interests may appear. Clearwire shall provide Licensee with a certificate of such insurance naming Licensee as additional insured within thirty (30) days of the Effective Date. Clearwire shall ensure that such insurance coverage does not lapse or terminate. 28

(VII) It shall notify Licensee as soon as reasonably practicable about the nature and forum of any suit or proceeding brought against Clearwire or its Affiliates that could result in a judgment or obligation, after giving effect to available insurance proceeds, of [***] or more against Clearwire that would affect Clearwire's ability to perform its obligations hereunder. (VIII) It shall not take or fail to take any actions that would disqualify Clearwire from performing its duties and obligations hereunder or adversely impact the Licenses or the Channels. (IX) It shall cooperate with Clearwire US LLC or its successor to insure that Clearwire US LLC or its successor is able to fulfill its obligations to Licensee under the terms of the Services Agreement. (C) ADDITIONAL COVENANTS OF THE PARTIES. (I) Subject to obtaining FCC Consent, the Parties expressly acknowledge that this Agreement is designed to transfer de facto, but not de jure, control of the Clearwire's Capacity to Clearwire in accordance with Sections 1.9010 and 1.9030 of FCC Rules. The Parties acknowledge and agree that this Agreement: (i) does not and will not vest in Clearwire, or constitute, create or have the effect of constituting or creating, de jure control, direct or indirect, over Licensee or the Licenses, which ownership or de jure control remains exclusively and at all times in Licensee; and (ii) does not and will not constitute the transfer, assignment, or disposition in any manner, voluntary or involuntary, directly or indirectly, of the Licenses or the transfer of control of Licensee within the meaning of Section 310(d) of the Communications Act other than for spectrum leasing purposes. During the Term, Clearwire will not take any action inconsistent with or contrary to Licensee's de jure control, as that term is construed by the FCC, over the Licenses. During the Term, Clearwire will not hold itself out to the public as the holder of the Licenses. (II) Clearwire is primarily responsible for complying with (i) the Communications Act and applicable FCC Rules with respect to Clearwire's Capacity, and (ii) the activation, operation, and maintenance of the Clearwire Network and provision of Clearwire's Service. Licensee is relieved of primary and direct responsibility for ensuring that operations on Clearwire's Capacity and the activation, operation and maintenance of the Clearwire Network and provision of Clearwire's Service comply with the Communications Act and FCC Rules. Licensee shall remain responsible for (i) complying with FCC Rules with regard to Licensee's use of Licensee's Reserved Capacity, (ii) satisfying the Substantial Service Requirements applicable to Licensee, and (iii) complying with other FCC Rules that specifically apply to licensees in long term de facto leasing arrangements. Licensee is responsible for its own FCC Rule violations and any ongoing violations or other egregious behavior pertaining to use of the Licenses about which it is aware. (III) Clearwire shall comply with applicable secondary markets leasing rules, currently set forth in Section 1.9000 et seq. of FCC Rules. Clearwire acknowledges that this Agreement may be revoked, cancelled or terminated by Licensee or by the FCC if Clearwire materially fails to comply with FCC Rules. If a License is revoked, cancelled, terminated or [*** Confidential Treatment Requested] 29

otherwise ceases to be in effect, Clearwire understands that it will have no continuing authority or right to use the Clearwire's Capacity on the License, unless otherwise authorized by the FCC, or unless the FCC grants Clearwire special temporary authority to operate. (D) GUARANTEE AND COVENANT BY CLEARWIRE PARENT. Simultaneously with the execution of this Agreement, the Clearwire Parent shall deliver the Parent Guarantee and Covenant Agreement in the form of Exhibit G hereto ("PARENT GUARANTEE AND COVENANT AGREEMENT"). Notwithstanding anything herein to the contrary, this Agreement shall not be effective or binding on Licensee until said Parent Guarantee and Covenant Agreement is delivered to Licensee. 20. INDEMNIFICATION (A) INDEMNIFICATION BY LICENSEE. Neither Clearwire nor any Clearwire Affiliate shall be liable to Licensee or to any Licensee Affiliate, for any Costs and Expenses, damages, injuries, penalties, judgments, fines, liabilities, claims or other losses of any nature whatsoever (collectively, "DAMAGES") sustained by Licensee or a Licensee Affiliate on account of the matters specified below in subsections (i) through (iv); nor shall Clearwire or any Clearwire Affiliate be liable to Licensee or a Licensee Affiliate, for any claim or demand made by a third party upon Licensee or a Licensee Affiliate for any such Damages on account of the matters specified in subsections (i) through (iv). In furtherance of these provisions, and except as stated herein, Licensee shall indemnify, hold harmless, and defend Clearwire and Clearwire's Affiliates from and against any Damages asserted by any third party, [***], with respect to: (I) The installation, maintenance, testing, repair, operation, or removal of the Existing EBS Equipment by Licensee; (II) Any breach by Licensee of any representation or warranty made by Licensee in this Agreement; (III) Any breach by Licensee of any covenant, agreement, or obligation of Licensee contained in this Agreement; and (IV) Any proceeding or claim which results from the misconduct or negligence of Licensee, Licensee's Affiliates or any Permitted End Users under this Agreement (including with respect to transmission of Licensee's Service over Licensee's Reserved Capacity). (B) INDEMNIFICATION BY CLEARWIRE. Neither Licensee nor any Licensee Affiliate shall be liable to Clearwire, any Affiliate of Clearwire or any third party for any Damages sustained by Clearwire or such third party on account of the matters specified below in subsections (i) through (iv); nor shall Licensee or any Licensee Affiliate be liable to Clearwire or any Clearwire Affiliate for any Damages asserted by a third party against Clearwire or a Clearwire Affiliate related to the matters specified in subsections (i) through (iv). In furtherance of these provisions, and except as stated herein, Clearwire shall indemnify, hold harmless, and defend Licensee and its Affiliates and Agents from and against any and all [*** Confidential Treatment Requested] 30

Damages whether sustained by Licensee (or its Affiliates or Agents) or by any third party, [***], arising out of, in connection with or with respect to: (I) The installation, maintenance, testing, repair, operation, or removal of any of Clearwire's equipment, Clearwire US LLC's equipment, or the Clearwire Network; (II) Any breach by Clearwire of any representation or warranty made by Clearwire in this Agreement, or any breach by Clearwire US LLC of any representation or warranty made in the Services Agreement; (III) Any breach by Clearwire of any covenant, agreement, or obligation of Clearwire contained in this Agreement, or any breach by Clearwire US LLC of any covenant, agreement, or obligation of Clearwire US LLC contained in the Services Agreement; (IV) The provision of Clearwire's Service or of any of the services provided under the Services Agreement including any claimed liability arising as a result of an interruption, degradation, or failure in Clearwire's Service; and (V) Any proceeding which results from the conduct or activities of Clearwire or it Affiliates, principals or customers, including any business activities related to the Clearwire Network, Clearwire's Service, Services Agreement, or Clearwire's Capacity. (C) NOTIFICATION OF SUITS AND CLAIMS. Whenever any claim for indemnification shall arise under Section 20(a) or 20(b), the Party to be indemnified (the "INDEMNIFIED PARTY") shall promptly notify the Party to provide indemnification (the "INDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim and the amount or estimate of the liability arising therefrom. The Indemnifying Party shall have the right to defend against such claim. An Indemnified Party shall not settle or compromise any claim by a third party for which the Indemnified Party is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, unless suit in respect of such third party claim shall have been initiated against the Indemnified Party and the Indemnifying Party shall not have undertaken the defense thereof. At the time any such defense may become necessary, the Indemnifying Party shall furnish such bond or undertaking reasonably adequate to the Indemnified Party to guarantee this obligation. Except as otherwise provided herein, no action taken by an Indemnified Party under advice of its legal counsel, in the exercise of its judgment, shall relieve the Indemnifying Party of its obligations hereunder, including the obligation to reimburse the Indemnified Party for Costs and Expenses incurred in defending against any investigation or proceeding. (D) LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE IN ANY WAY, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT (WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE), FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, SALES, DATA OR GOODWILL, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, HOWEVER CAUSED, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, [*** Confidential Treatment Requested] 31

AND REGARDLESS OF WHETHER THESE LIMITATIONS CAUSE ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. The limitations of liability in this Section 20(d), are material conditions to the Parties' entering into this Agreement, without which the Parties would be unwilling to enter into this Agreement, and will survive any termination or expiration of this Agreement. 21. NOTICES Any notice required to be given by one Party to the other under this Agreement will be delivered using a reliable national express overnight delivery service and will be effective upon receipt. All notices will be delivered to the Parties at the following addresses: (A) CLEARWIRE: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Attn: [***] Telephone: [***] Fax: [***] With a copy to: Clearwire Spectrum Holdings II LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Attn: [***] Telephone: [***] Fax: [***] (B) LICENSEE: [***] Telephone: [***] Facsimile: [***] With a copy to: [***] Telephone: [***] Facsimile: [***] Either Party may change its addresses for receipt of notice or payment by giving notice of such change to the other Party as provided in this Section 21. [*** Confidential Treatment Requested] 32

22. MISCELLANEOUS (A) LAWS, RULES AND REGULATIONS. This Agreement is subject to all Laws, relative to, among other things, the subject matter addressed in this Agreement. (B) FORCE MAJEURE. Neither Party will be liable for any nonperformance under this Agreement due to causes beyond its reasonable control that could not have been reasonably anticipated by the non-performing Party and that cannot be reasonably avoided or overcome; provided that the non-performing party gives the other Party prompt notice of such cause, and in any event, within fifteen (15) calendar days of its discovery. (C) INDEPENDENT PARTIES. None of the provisions of this Agreement will be deemed to constitute a partnership, joint venture, or any other such relationship between the Parties, and neither Party will have any authority to bind the other in any manner. Neither Party will have or hold itself out as having any right, authority or agency to act on behalf of the other Party in any capacity or in any manner, except as may be specifically authorized in this Agreement. (D) SPECIFIC PERFORMANCE. The Parties recognize that the subject matter of this Agreement is unique and that this Agreement may not provide an adequate remedy at law. Accordingly, the Parties agree that each will be entitled to seek injunctive relief and specific enforcement of this Agreement in a court of equity without proof of specific monetary damages, but without waiving any right thereto, in the event of breach of this Agreement by the other Party, and each Party waives the defense in any action or proceeding brought to enforce this Agreement that there exists an adequate remedy at law. (E) APPLICABLE LAW. The validity, construction and performance of this Agreement will be governed by and construed in accordance with FCC Rules and the internal laws of the State of [***] without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of [***]. Except where JAMS Resolution is provided for in this Agreement, the Parties hereto, their successors and assigns consent to the jurisdiction of the courts of [***] with respect to any legal proceedings that may result from a dispute concerning this Agreement. (F) ATTORNEYS' FEES. If any action, including JAMS Resolution proceedings, shall be brought on account of any breach of or to enforce or interpret any of the terms, covenants or conditions of this Agreement, the prevailing Party will be entitled to recover from the other its reasonable attorneys' fees and costs, as determined by the arbitrator(s), court or governing body hearing the action. (G) SEVERABILITY. If any provision of this Agreement is found to be illegal, invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, unless continued enforcement of the provisions frustrates the intent of the Parties. (H) NO WAIVER. No delay or failure by either Party in exercising any right under this Agreement, and no partial or single exercise of that right, will constitute a waiver of [*** Confidential Treatment Requested] 33

that or any other right. Failure to enforce any right under this Agreement will not be deemed a waiver of future enforcement of that or any other right. (I) SELF HELP. Notwithstanding any other provision of this Agreement, if at anytime during the Term, Licensee reasonably determines that Clearwire's actions or omissions (including, by way of example, Clearwire's failure to construct, maintain or operate the Clearwire Network in accordance with Section 7(d)) are reasonably likely to result in the forfeiture, revocation, cancellation, non-renewal or other material impairment of the Licenses or the Channels, then Licensee may, upon ten (10) days advance notice to Clearwire, assume de facto control of Clearwire's Capacity and take whatever action Licensee determines, in its reasonable discretion, to be necessary to prevent the forfeiture, revocation, cancellation, non-renewal or any other impairment of the Licenses or the Channels; provided however, if Licensee exercises its rights under this Section 22(i), de facto control of Clearwire's Capacity shall be transferred back to Clearwire promptly after Licensee has determined, in its reasonable discretion, that the threat of forfeiture, revocation, cancellation, non-renewal or other material impairment of the Licenses or the Channels no longer exists. Clearwire shall promptly reimburse Licensee for all reasonable Costs and Expenses incurred in connection with Licensee's exercise of its rights pursuant to this Section 22(i). (J) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but which collectively will constitute one and the same instrument. Original signatures transmitted by facsimile or email will be effective to create such counterparts. (K) HEADINGS. The headings and captions used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. (L) CONSTRUCTION. The Parties and their respective counsel have negotiated this Agreement. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either Party based on draftsmanship of the Agreement or otherwise. (M) COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter addressed, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, between the Parties or any of their Affiliates regarding this subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of each of the Parties and Clearwire Parent. (N) COOPERATION. The Parties will take such further action and execute such further assurances, documents and certificates as either Party may reasonably request to effectuate the purposes of this Agreement. (O) RECITALS. The recitals set forth at the beginning of this Agreement are integral to this Agreement, are to be considered substantive provisions hereof, and are incorporated herein by reference as if fully set forth. 34

(P) PRESS ANNOUNCEMENTS. No announcement to the press or general public of this Agreement or the terms or conditions thereof shall be made unless such announcement or release shall have been approved in advance by both Parties. Notwithstanding the foregoing, either Party may make any such disclosures of this Agreement or the terms hereof to the extent necessary to comply with accounting standards and applicable securities and other laws and regulations of the Securities and Exchange Commission or with the regulations of any applicable securities exchange and each of the Parties agree that that the Parties and/or their Affiliates may be required to disclose the financial terms of this Agreement in such Party's or its Affiliates' consolidated financial statements or in the footnotes thereof; provided however, that Clearwire shall provide notice to Licensee if it makes any such disclosures. (Q) USE OF LICENSEE'S NAME. With the exception of the FCC Long Term Lease Application, Clearwire will not use the name of Licensee, [***], or their Affiliates in any materials that are available to the public without Licensee's prior written permission, which written permission may be withheld or granted in Licensee's sole discretion. 23. INCLUDED EXHIBITS The following exhibits are part of this Agreement: Exhibit A. FCC Reference Copies of Licenses Exhibit B1. Warrant Agreement ($10.50) Exhibit B2. Warrant Agreement ($16.00) Exhibit C. Services Agreement Exhibit D. Interference Consents Exhibit E. Redacted Agreement Exhibit F. Licensee's Disclosures Exhibit G. Parent Guarantee and Covenant Agreement [SIGNATURE PAGE FOLLOWS] [*** Confidential Treatment Requested] 35

AGREED TO: CLEARWIRE SPECTRUM HOLDINGS II LLC By: /s/ R. Gerard Salemme --------------------------------- Name: R. Gerard Salemme Title: Ex V.P. [***] By: /s/ [***] --------------------------------- Name: [***] Title: President [*** Confidential Treatment Requested] 36

EXHIBIT A FCC REFERENCE COPIES OF LICENSES [***] [*** Confidential Treatment Requested] A-1

EXHIBIT B1 WARRANT AGREEMENT ($10.50) B-1

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. No. (NO) Issued: (DATE), 2006 WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF CLEARWIRE CORPORATION (VOID AFTER __________, 20__ [[FIFTH ANNIVERSARY OF FINAL ORDER DATE]]) This certifies that [***] (the "Holder"), for value received, is entitled to purchase from Clearwire Corporation, a Delaware corporation (the "Company"), having a place of business at 5808 Lake Washington Blvd., Suite 300, Kirkland, WA 98033, Two Million Five Hundred Thousand (2,500,000) fully paid and nonassessable shares of the Company's Class A Common Stock (the "Common Stock"). The exercise price per share of this Warrant is Ten Dollars and Fifty Cents ($10.50) (the "Stock Purchase Price") payable in lawful money of the United States or otherwise as hereinafter provided. If payment is by check and the check is not a check issued by a regulated banking or financial institution the shares to be so issued shall not be considered issued until such check has cleared. Unless this Warrant is terminated earlier as provided in Section 8, this Warrant may be exercised in whole or in part at any time or from time to time up to and including 5:00 p.m. (Pacific Time) on [[_______, 20__]][[INSERT DATE 5TH ANNIVERSARY OF FINAL ORDER DATE]] (the "Expiration Date"), upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Subscription Form attached hereto as Warrant Exhibit A duly filled in and signed (the "Subscription Form") and, if applicable, upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant. 1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES. 1.1 GENERAL. This Warrant is exercisable at the option of the Holder of record hereof, at any time or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. [*** Confidential Treatment Requested]

1.2 ISSUANCE OF CERTIFICATES. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder, as directed by Holder from time to time, as the record owner of such shares as of the close of business on the date on which the Holder surrenders this Warrant, properly endorsed, and the completed, executed Subscription Form (a copy of which is attached hereto as Warrant Exhibit A), at the offices of the Company, upon payment made for such shares as set forth in this Warrant. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time (not to exceed ten (10) business days) after the rights represented by this Warrant have been so exercised. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or, subject to the provisions of Section 7, such Holder's designee. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time (not to exceed ten (10) business days). 1.3 STOCKHOLDERS AGREEMENT. Upon exercising this Warrant, at the request of the Company, the Holder agrees to become a party to the stockholders agreement then in effect, if any, among the Company and the holders of shares constituting a majority of the voting power of the Company's capital stock, prior to or upon issuance of the Common Stock to the holder. 2. SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved or, shall upon request of the Holder authorize and reserve, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock may be listed, including, but not limited to, amending its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock; provided, however, that the Company shall not be required to effect a registration under Federal or State securities laws with respect to such exercise. The Company will not take any action that would result in any adjustment of the Stock Purchase Price (as set forth in Section 3 hereof) if the total number of shares of Common Stock issuable after such action upon exercise of all outstanding warrants and options, together with all shares of Common Stock then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. 2

3. ADJUSTMENT OF STOCK PURCHASE PRICE AND NUMBER OF SHARES. The Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 3. Upon each adjustment of the Stock Purchase Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock Purchase Price resulting from such adjustment. 3.1 SUBDIVISION OR COMBINATION OF STOCK. In case the Company shall at any time split or subdivide its outstanding shares of Common Stock into a greater number of shares, the Stock Purchase Price in effect immediately prior to such split or subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased. 3.2 DIVIDENDS IN COMMON STOCK, OTHER STOCK, PROPERTY, RECLASSIFICATION. If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor: 3.2.1 Common Stock or any shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution; 3.2.2 Any cash paid or payable otherwise than as a cash dividend out of current earnings; or 3.2.3 Common Stock or additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement (other than (i) shares of Common Stock issued as a stock split, adjustments in respect of which shall be covered by the terms of Section 3.1 above or (ii) an event for which adjustment is otherwise made pursuant to Section 3.3 below); then in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses 3.2.2 and 3.2.3 above) which such Holder would hold on the date of such exercise had he or it been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional stock and other securities and property. 3.3 REORGANIZATION, RECLASSIFICATION OR RECAPITALIZATION. If any recapitalization, reclassification or capital reorganization of the capital stock of the Company shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or other 3

assets or property (a "Restructuring"), then, as a condition of such Restructuring, lawful and adequate provisions shall be made whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of or in addition to the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby and appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Stock Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. 3.4 NOTICE OF ADJUSTMENT. Upon any adjustment of the Stock Purchase Price, any increase or decrease in the number of shares purchasable upon the exercise of this Warrant or any change in the securities or other property deliverable upon exercise of this Warrant, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company. The notice shall be signed by the Company's President and shall state the Stock Purchase Price resulting from such adjustment, the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant or the amount of securities or other property deliverable upon such exercise, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 3.5 OTHER NOTICES. If at any time: 3.5.1 the Company shall declare any cash dividend upon its Common Stock; 3.5.2 the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; 3.5.3 there shall be any Restructuring; or 3.5.4 there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, overnight courier or facsimile, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least fifteen (15) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Restructuring, dissolution, liquidation or winding-up, and (b) in the case of any such Restructuring, dissolution, liquidation, winding-up or public offering, at least fifteen (15) days' prior written notice of the date when the same shall take place; provided, however, that if any response on the part of the Holder is otherwise required, the Holder shall make its best efforts to respond to such notice as early as possible after the receipt thereof. Any notice given in 4

accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Restructuring, dissolution, liquidation, winding-up or public offering, as the case may be. 3.6 CERTAIN EVENTS. If any change in the outstanding Common Stock of the Company or any other event occurs as to which the other provisions of this Section 3 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with such provisions, the Board of Directors of the Company shall make an adjustment in the number and class of shares available under the Warrant, the Stock Purchase Price or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of the Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of shares as it would have owned had the Warrant been exercised prior to the event and had it continued to hold such shares until after the event requiring adjustment. 4. ISSUE TAX. The issuance of certificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder of the Warrant for any issue tax (other than any applicable income taxes) in respect thereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised. 5. CLOSING OF BOOKS. The Company will at no time close its transfer books against the transfer of any warrant or of any shares of Common Stock issued or issuable upon the exercise of any warrant in any manner that interferes with the timely exercise of this Warrant. 6. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a stockholder of the Company or any other matters or any rights whatsoever as a stockholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provision hereof in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by its creditors. 7. TRANSFER RESTRICTIONS. Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder are transferable, in whole but not in part, without charge to the Holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed and in compliance with such provisions, to a Qualified Transferee. "Qualified Transferee" means a proposed transferee that meets all of the following requirements: (a) the proposed transferee is an "accredited investor" as such term is defined under Regulation D of the Act; (b) the proposed transferee is not a competitor of the Company, as reasonably determined 5

by the Company; and (c) the Company has not reasonably and in good faith concluded that providing such proposed transferee any information to which a stockholder of the Company is entitled is likely to threaten the proprietary nature of such information or the Company's business objectives or competitive positioning. The Company will maintain a register (the "Warrant Register") containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change its address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. This Warrant may not be transferred or assigned without compliance with all applicable federal and state securities laws by the transferor and the transferee. The Holder further agrees not to make any disposition of all or any portion of this Warrant or any shares of Common Stock or any security into or for which such Common Stock is exchanged unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 7 to the extent such section is then applicable, and: A. There is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or B. (i) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the 1933 Act. 8. CHANGE OF CONTROL. 8.1 The Company shall give the Holder at least fifteen (15) days' prior written notice of a Change of Control in accordance with the provisions of Section 3.5. A "Change of Control" means (i) a sale of all or substantially all of the assets of the Company or (ii) the transfer by the Company's stockholders by means of a merger, consolidation, reorganization, recapitalization or otherwise, of more than 50% of the voting power of the Company in a single transaction or a series of related transactions. 8.2 [***]. 9. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights and obligations of the Company, of the holder of this Warrant and of the holder of shares of Common Stock issued upon exercise of this Warrant, referred to in Section 7, shall survive the exercise of this Warrant. 10. MODIFICATION AND WAIVER. The terms of this Warrant may be amended, or the observance of any term of this Warrant may be waived (either generally or in a particular [*** Confidential Treatment Requested] 6

instance and either retroactively or prospectively), only with the written consent of the Company and the Holder of this Warrant. 11. NOTICES. Any notice, request or other document required or permitted to be given or delivered to the Holder hereof or the Company shall be delivered or shall be sent by first-class mail, postage prepaid, to the Holder at its address as shown on the Warrant Register or to the Company at the address indicated therefor in the first paragraph of this Warrant, or such other address as either may from time to time provide to the other. 12. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware. 13. LOST WARRANTS. The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant. 14. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any fractional share, pay the Holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Fair Market Value of the Common Stock. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its President, thereunto duly authorized as of the date first written above. CLEARWIRE CORPORATION a Delaware corporation By: ------------------------------------ (OFFICER_NAME_TITLE) 7

WARRANT EXHIBIT A SUBSCRIPTION FORM Date: _____________, 20__ Clearwire Corporation ____________________________ ____________________________ Ladies and Gentlemen: The undersigned hereby elects to exercise the warrant issued to it by Clearwire Corporation (the "Company") and dated ______________, 200_, Warrant No. ___ (the "Warrant") to purchase thereunder __________ shares of the Class A Common Stock of the Company (the "Shares") at a purchase price of $________ per Share, or an aggregate purchase price of _______________________ ($__________) (the "Purchase Price"). Pursuant to the terms of the Warrant the undersigned has delivered the Purchase Price herewith in full in cash or by certified check or wire transfer. The undersigned also makes the representations set forth on the attached Warrant Exhibit B. Very truly yours, ---------------------------------------- By: ------------------------------------ Title: ---------------------------------

WARRANT EXHIBIT B INVESTMENT REPRESENTATIONS THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO CLEARWIRE CORPORATION ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT DATED __________________, 200_, WILL BE ISSUED. ________________ Clearwire Corporation ____________________________ ____________________________ Ladies and Gentlemen: The undersigned, _________________________ ("Purchaser"), intends to acquire up to ______________ shares of the Class A Common Stock (the "Common Stock") of Clearwire Corporation (the "Company") from the Company pursuant to the exercise or conversion of certain Warrants to purchase Common Stock held by Purchaser. The Common Stock will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "1933 Act") and applicable state securities laws. Purchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on Purchaser's representations set forth in this letter. Accordingly, Purchaser represents, warrants and agrees as follows: 1. Purchaser is acquiring the Common Stock for its own account and beneficial interest to hold for investment and not for sale or with a view to distribution of the Common Stock or any part thereof. Purchaser has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. 2. Purchaser acknowledges that it has received all the information it has requested from the Company and considers necessary or appropriate for deciding whether to acquire the Common Stock. Purchaser represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Stock and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser. Purchaser further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment. 3. Purchaser is an "accredited investor" as such term is defined in Rule 501 under the 1933 Act.

4. Purchaser acknowledges that investment in the Common Stock involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Common Stock for an indefinite period of time and to suffer a complete loss of its investment. 5. Purchaser has been informed that under the 1933 Act, the Common Stock must be held indefinitely unless it is subsequently registered under the 1933 Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by Purchaser of the Common Stock. Purchaser further agrees that the Company may refuse to permit Purchaser to sell, transfer or dispose of the Common Stock (except as permitted under Rule 144) unless there is in effect a registration statement under the 1933 Act and any applicable state securities laws covering such transfer, or unless Purchaser furnishes an opinion of counsel reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. Purchaser shall not make any sale, transfer or other disposition of the Common Stock in violation of the 1933 Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission or in violation of any applicable state securities law. 6. Purchaser also understands and agrees that there will be placed on the certificate(s) for the Common Stock, or any substitutions therefor, a legend stating in substance: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. These shares have been acquired for investment and may not be sold or otherwise transferred in the absence of an effective registration statement for these shares under the 1933 Act and applicable state securities laws, or, if requested by the Company, an opinion of counsel satisfactory to the Company that registration is not required and that an applicable exemption is available." Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser's resale of the Common Stock with Purchaser's counsel. Very truly yours, ---------------------------------------- By: ------------------------------------ Title: ---------------------------------

EXHIBIT B2 WARRANT AGREEMENT ($16.00)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. No. (NO) Issued: (DATE), 2006 WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF CLEARWIRE CORPORATION (VOID AFTER __________, 20__ [[FIFTH ANNIVERSARY OF FINAL ORDER DATE]]) This certifies that [***] (the "Holder"), for value received, is entitled to purchase from Clearwire Corporation, a Delaware corporation (the "Company"), having a place of business at 5808 Lake Washington Blvd., Suite 300, Kirkland, WA 98033, One Million Seven Hundred Thousand (1,700,000) fully paid and nonassessable shares of the Company's Class A Common Stock (the "Common Stock"). The exercise price per share of this Warrant is Sixteen Dollars ($16.00) (the "Stock Purchase Price") payable in lawful money of the United States or otherwise as hereinafter provided. If payment is by check and the check is not a check issued by a regulated banking or financial institution the shares to be so issued shall not be considered issued until such check has cleared. Unless this Warrant is terminated earlier as provided in Section 8, this Warrant may be exercised in whole or in part at any time or from time to time up to and including 5:00 p.m. (Pacific Time) on [[_______, 20__]][[INSERT DATE 5TH ANNIVERSARY OF FINAL ORDER DATE]] (the "Expiration Date"), upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Subscription Form attached hereto as Warrant Exhibit A duly filled in and signed (the "Subscription Form") and, if applicable, upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant. 1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES. 1.1 GENERAL. This Warrant is exercisable at the option of the Holder of record hereof, at any time or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. [*** Confidential Treatment Requested]

1.2 ISSUANCE OF CERTIFICATES. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder, as directed by Holder from time to time, as the record owner of such shares as of the close of business on the date on which the Holder surrenders this Warrant, properly endorsed, and the completed, executed Subscription Form (a copy of which is attached hereto as Warrant Exhibit A), at the offices of the Company, upon payment made for such shares as set forth in this Warrant. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time (not to exceed ten (10) business days) after the rights represented by this Warrant have been so exercised. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or, subject to the provisions of Section 7, such Holder's designee. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time (not to exceed ten (10) business days). 1.3 STOCKHOLDERS AGREEMENT. Upon exercising this Warrant, at the request of the Company, the Holder agrees to become a party to the stockholders agreement then in effect, if any, among the Company and the holders of shares constituting a majority of the voting power of the Company's capital stock, prior to or upon issuance of the Common Stock to the holder. 2. SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved or, shall upon request of the Holder authorize and reserve, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock may be listed, including, but not limited to, amending its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock; provided, however, that the Company shall not be required to effect a registration under Federal or State securities laws with respect to such exercise. The Company will not take any action that would result in any adjustment of the Stock Purchase Price (as set forth in Section 3 hereof) if the total number of shares of Common Stock issuable after such action upon exercise of all outstanding warrants and options, together with all shares of Common Stock then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. 2

3. ADJUSTMENT OF STOCK PURCHASE PRICE AND NUMBER OF SHARES. The Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 3. Upon each adjustment of the Stock Purchase Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock Purchase Price resulting from such adjustment. 3.1 SUBDIVISION OR COMBINATION OF STOCK. In case the Company shall at any time split or subdivide its outstanding shares of Common Stock into a greater number of shares, the Stock Purchase Price in effect immediately prior to such split or subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased. 3.2 DIVIDENDS IN COMMON STOCK, OTHER STOCK, PROPERTY, RECLASSIFICATION. If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor: 3.2.1 Common Stock or any shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution; 3.2.2 Any cash paid or payable otherwise than as a cash dividend out of current earnings; or 3.2.3 Common Stock or additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement (other than (i) shares of Common Stock issued as a stock split, adjustments in respect of which shall be covered by the terms of Section 3.1 above or (ii) an event for which adjustment is otherwise made pursuant to Section 3.3 below); then in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses 3.2.2 and 3.2.3 above) which such Holder would hold on the date of such exercise had he or it been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional stock and other securities and property. 3.3 REORGANIZATION, RECLASSIFICATION OR RECAPITALIZATION. If any recapitalization, reclassification or capital reorganization of the capital stock of the Company shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or other 3

assets or property (a "Restructuring"), then, as a condition of such Restructuring, lawful and adequate provisions shall be made whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of or in addition to the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby and appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Stock Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. 3.4 NOTICE OF ADJUSTMENT. Upon any adjustment of the Stock Purchase Price, any increase or decrease in the number of shares purchasable upon the exercise of this Warrant or any change in the securities or other property deliverable upon exercise of this Warrant, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company. The notice shall be signed by the Company's President and shall state the Stock Purchase Price resulting from such adjustment, the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant or the amount of securities or other property deliverable upon such exercise, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 3.5 OTHER NOTICES. If at any time: 3.5.1 the Company shall declare any cash dividend upon its Common Stock; 3.5.2 the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; 3.5.3 there shall be any Restructuring; or 3.5.4 there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, overnight courier or facsimile, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least fifteen (15) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Restructuring, dissolution, liquidation or winding-up, and (b) in the case of any such Restructuring, dissolution, liquidation, winding-up or public offering, at least fifteen (15) days' prior written notice of the date when the same shall take place; provided, however, that if any response on the part of the Holder is otherwise required, the Holder shall make its best efforts to respond to such notice as early as possible after the receipt thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in 4

accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Restructuring, dissolution, liquidation, winding-up or public offering, as the case may be. 3.6 CERTAIN EVENTS. If any change in the outstanding Common Stock of the Company or any other event occurs as to which the other provisions of this Section 3 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with such provisions, the Board of Directors of the Company shall make an adjustment in the number and class of shares available under the Warrant, the Stock Purchase Price or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of the Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of shares as it would have owned had the Warrant been exercised prior to the event and had it continued to hold such shares until after the event requiring adjustment. 4. ISSUE TAX. The issuance of certificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder of the Warrant for any issue tax (other than any applicable income taxes) in respect thereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised. 5. CLOSING OF BOOKS. The Company will at no time close its transfer books against the transfer of any warrant or of any shares of Common Stock issued or issuable upon the exercise of any warrant in any manner that interferes with the timely exercise of this Warrant. 6. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a stockholder of the Company or any other matters or any rights whatsoever as a stockholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provision hereof in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by its creditors. 7. TRANSFER RESTRICTIONS. Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder are transferable, in whole but not in part, without charge to the Holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed and in compliance with such provisions, to a Qualified Transferee. "Qualified Transferee" means a proposed transferee that meets all of the following requirements: (a) the proposed transferee is an "accredited investor" as such term is defined under Regulation D of the Act; (b) the proposed transferee is not a competitor of the Company, as reasonably determined 5

by the Company; and (c) the Company has not reasonably and in good faith concluded that providing such proposed transferee any information to which a stockholder of the Company is entitled is likely to threaten the proprietary nature of such information or the Company's business objectives or competitive positioning. The Company will maintain a register (the "Warrant Register") containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change its address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. This Warrant may not be transferred or assigned without compliance with all applicable federal and state securities laws by the transferor and the transferee. The Holder further agrees not to make any disposition of all or any portion of this Warrant or any shares of Common Stock or any security into or for which such Common Stock is exchanged unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 7 to the extent such section is then applicable, and: A. There is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or B. (i) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the 1933 Act. 8. CHANGE OF CONTROL. 8.1 The Company shall give the Holder at least fifteen (15) days' prior written notice of a Change of Control in accordance with the provisions of Section 3.5. A "Change of Control" means (i) a sale of all or substantially all of the assets of the Company or (ii) the transfer by the Company's stockholders by means of a merger, consolidation, reorganization, recapitalization or otherwise, of more than 50% of the voting power of the Company in a single transaction or a series of related transactions. 8.2 [***]. 9. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights and obligations of the Company, of the holder of this Warrant and of the holder of shares of Common Stock issued upon exercise of this Warrant, referred to in Section 7, shall survive the exercise of this Warrant. 10. MODIFICATION AND WAIVER. The terms of this Warrant may be amended, or the observance of any term of this Warrant may be waived (either generally or in a particular [*** Confidential Treatment Requested] 6

instance and either retroactively or prospectively), only with the written consent of the Company and the Holder of this Warrant. 11. NOTICES. Any notice, request or other document required or permitted to be given or delivered to the Holder hereof or the Company shall be delivered or shall be sent by first-class mail, postage prepaid, to the Holder at its address as shown on the Warrant Register or to the Company at the address indicated therefor in the first paragraph of this Warrant, or such other address as either may from time to time provide to the other. 12. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware. 13. LOST WARRANTS. The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant. 14. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any fractional share, pay the Holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Fair Market Value of the Common Stock. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its President, thereunto duly authorized as of the date first written above. CLEARWIRE CORPORATION a Delaware corporation By: ------------------------------------ (OFFICER_NAME_TITLE) 7

WARRANT EXHIBIT A SUBSCRIPTION FORM Date: _____________, 20__ Clearwire Corporation _______________________ _______________________ Ladies and Gentlemen: The undersigned hereby elects to exercise the warrant issued to it by Clearwire Corporation (the "Company") and dated ______________, 200_, Warrant No. ___ (the "Warrant") to purchase thereunder __________ shares of the Class A Common Stock of the Company (the "Shares") at a purchase price of $________ per Share, or an aggregate purchase price of _______________________ ($__________) (the "Purchase Price"). Pursuant to the terms of the Warrant the undersigned has delivered the Purchase Price herewith in full in cash or by certified check or wire transfer. The undersigned also makes the representations set forth on the attached Warrant Exhibit B. Very truly yours, ---------------------------------------- By: ------------------------------------ Title: ---------------------------------

WARRANT EXHIBIT B INVESTMENT REPRESENTATIONS THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO CLEARWIRE CORPORATION ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT DATED __________________, 200_, WILL BE ISSUED. _____________________ Clearwire Corporation _______________________ _______________________ Ladies and Gentlemen: The undersigned, _________________________ ("Purchaser"), intends to acquire up to ______________ shares of the Class A Common Stock (the "Common Stock") of Clearwire Corporation (the "Company") from the Company pursuant to the exercise or conversion of certain Warrants to purchase Common Stock held by Purchaser. The Common Stock will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "1933 Act") and applicable state securities laws. Purchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on Purchaser's representations set forth in this letter. Accordingly, Purchaser represents, warrants and agrees as follows: 1. Purchaser is acquiring the Common Stock for its own account and beneficial interest to hold for investment and not for sale or with a view to distribution of the Common Stock or any part thereof. Purchaser has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. 2. Purchaser acknowledges that it has received all the information it has requested from the Company and considers necessary or appropriate for deciding whether to acquire the Common Stock. Purchaser represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Stock and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser. Purchaser further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment. 3. Purchaser is an "accredited investor" as such term is defined in Rule 501 under the 1933 Act.

4. Purchaser acknowledges that investment in the Common Stock involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Common Stock for an indefinite period of time and to suffer a complete loss of its investment. 5. Purchaser has been informed that under the 1933 Act, the Common Stock must be held indefinitely unless it is subsequently registered under the 1933 Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by Purchaser of the Common Stock. Purchaser further agrees that the Company may refuse to permit Purchaser to sell, transfer or dispose of the Common Stock (except as permitted under Rule 144) unless there is in effect a registration statement under the 1933 Act and any applicable state securities laws covering such transfer, or unless Purchaser furnishes an opinion of counsel reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. Purchaser shall not make any sale, transfer or other disposition of the Common Stock in violation of the 1933 Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission or in violation of any applicable state securities law. 6. Purchaser also understands and agrees that there will be placed on the certificate(s) for the Common Stock, or any substitutions therefor, a legend stating in substance: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. These shares have been acquired for investment and may not be sold or otherwise transferred in the absence of an effective registration statement for these shares under the 1933 Act and applicable state securities laws, or, if requested by the Company, an opinion of counsel satisfactory to the Company that registration is not required and that an applicable exemption is available." Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser's resale of the Common Stock with Purchaser's counsel. Very truly yours, ---------------------------------------- By: ------------------------------------ Title: ---------------------------------

EXHIBIT C SERVICES AGREEMENT C-1

SERVICES AGREEMENT THIS Services Agreement ("SERVICES AGREEMENT") is made and entered into effective December __, 2006 (the "EFFECTIVE DATE"), by and between [***] ("LICENSEE"), and Clearwire US LLC, a Nevada limited liability company with its principal offices at 5808 Lake Washington Blvd., Suite 300, Kirkland, WA 98033, and its successors ("CLEARWIRE US"). Clearwire US and Licensee may be referred to herein individually as a "PARTY" and collectively as "PARTIES." WHEREAS, Clearwire US, directly and through its Affiliates (as defined in Section 1), operates wireless broadband systems and facilities capable of delivering certain wireless broadband data services to customers, including high-speed Internet access and such other services and technologies as may be available in the future; WHEREAS, Licensee and Clearwire Spectrum Holdings II LLC, a Nevada limited liability company ("CSH II"), have entered into an Educational Broadband Service Long Term De Facto Transfer Lease Agreement dated December __, 2006 (the "LEASE"), pursuant to which Licensee has leased to CSH II a portion of the capacity on certain Educational Broadband Service channels licensed to Licensee; WHEREAS, Clearwire US and CSH II are both wholly-owned, first tier subsidiaries of Clearwire Parent (as defined in Section 1); WHEREAS, Clearwire Parent (as defined in Section 1) has executed a Parent Guarantee and Covenant Agreement on December __, 2006, pursuant to which upon the occurrence of certain described events, Clearwire Parent will guarantee the performance of Clearwire US under this Services Agreement and provide a letter of credit to Licensee; and WHEREAS, the Parties are entering into this Services Agreement to provide Licensee with the ability to access and use products and services offered by Clearwire US and its Affiliates and funding for certain other services during the term of the Lease. NOW, THEREFORE, in consideration of the foregoing and the promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensee and Clearwire US agree as follows: 1. DEFINITIONS (A) The following terms, when used in this Services Agreement, shall have the same meanings ascribed to them in the Lease: Affiliate, [***], Clearwire Network, Clearwire Parent, Clearwire's Service, Costs and Expenses, Final Order Date, GSAs, Including, Laws, Parent Guarantee and Covenant Agreement, Permitted End Users, and Person. (B) The following terms shall have the meanings set forth below and, as defined, may be used in the singular or plural form, as appropriate. "ADDITIONAL CAPITAL PAYMENT" has the meaning specified in Section 5(b). [*** Confidential Treatment Requested] 1

"[***] COUNTIES" means [***] counties in [***]. "ASSIGNMENT" has the meaning specified in Section 9(a). "CAPITAL GOODS" has the meaning specified in Section 5(a). "CAPITAL PAYMENT" has the meaning specified in Section 5(a). "CLEARWIRE" has the meaning specified in Section 4(a). "CLEARWIRE GOODS" has the meaning specified in Section 4(a). "CLEARWIRE US" has the meaning specified in the preamble. "CSH II" has the meaning specified in the recitals. "EFFECTIVE DATE" has the meaning specified in the preamble. "LEASE" has the meaning specified in the recitals. "LICENSEE" has the meaning specified in the preamble. "PARTY" and "PARTIES" have the meanings specified in the preamble. "PRICE LIST" has the meaning specified in section 4(b). "RESALE CUSTOMERS" has the meaning specified in section 7. "ROLL OVER CREDITS" has the meaning specified in Section 3(b). "SERVICE CREDITS" has the meaning specified in Section 3(a). "SERVICES" means any telecommunications or information service (including any product, end user equipment, hardware, software and maintenance necessary to access and use such services) that may exist now or in the future. "SERVICES AGREEMENT" has the meaning specified in the preamble. "TERM" has the meaning specified in Section 8(a). "THIRD PARTY SERVICES" has the meaning specified in Section 4(c). [*** Confidential Treatment Requested] 2

2. SCOPE OF SERVICES AGREEMENT This Services Agreement is intended to provide Licensee with (a) Services for a term coinciding with the term of the Lease; and (b) partial compensation for Licensee's lease of spectrum capacity to CSH II under the Lease. Clearwire acknowledges that Licensee intends to provide Services to itself, [***] and Permitted End Users within the [***] Counties pursuant to the terms of this Services Agreement. The Parties acknowledge that the products and services offered by Clearwire US and its Affiliates, as well as by third party providers, will change over time as technology advances and new applications emerge. The intent of the Parties is that the term "Services" be interpreted broadly and in a flexible manner (changing over time) so as to ensure that Licensee benefits from future changes in technology and new applications. 3. SERVICE CREDITS (A) SERVICE CREDITS. On the Final Order Date, and each anniversary of the Final Order Date thereafter during the Term, Licensee shall be credited with an annual amount of service credits ("SERVICE CREDITS") to be used in accordance with this Services Agreement. The amount of the Service Credits shall be as follows: [***] per year for years one (1) through five (5); [***] per year for years six (6) through ten (10); [***] per year for years eleven (11) through fifteen (15); [***] per year for years sixteen (16) through twenty (20); [***] per year for years twenty-one (21) through twenty-five (25); and [***] per year for years twenty-six (26) through thirty (30). For the purpose of the preceding sentence and Sections 3(b), 4(c) and 4(d), the "years" of this Services Agreement shall be calculated using the Final Order Date as the starting date of year one (1). (B) ROLL OVER OF SERVICE CREDITS. On each anniversary of the Final Order Date, any amount of the unused Service Credits for the previous year may be rolled over (i.e., carried forward) to the current year (the "ROLL OVER CREDITS") subject to the following limitations: (i) Licensee may not use more than [***] in Service Credits (including Roll Over Credits) in any one (1) year period, (ii) the total Service Credits (including Roll Over Credits) shall not exceed [***] at any one time after the third (3rd) year following commercial launch of Clearwire's Service within either GSA, and (iii) no Roll Over Credits shall be allowed or provided following the [***] anniversary of the Final Order Date. After the [***] anniversary of the Final Order Date, Licensee shall have available to it in each given year, the Service Credits provided under Section 3(a), but no Roll Over Credits. (C) REPORTING. Within sixty (60) days following each anniversary of the Final Order Date during the Term, Clearwire US shall provide to Licensee a report of the Service Credits and Roll Over Credits used by Licensee for the preceding calendar quarter. 4. USE OF SERVICE CREDITS (A) CLEARWIRE PRODUCTS AND SERVICES. Beginning on the Final Order Date, Service Credits can be used by Licensee to buy any product or service, including maintenance, planning and consulting services, offered by Clearwire US and/or its Affiliates, successors or assigns and their Affiliates (collectively, "CLEARWIRE") in the [***] Counties ("CLEARWIRE GOODS"), for use by Licensee, [***] and Permitted End Users. All Clearwire Goods must be [*** Confidential Treatment Requested] 3

offered to Licensee, [***], and Permitted End Users [***] offered by Clearwire at each location to which Licensee provides Clearwire Goods pursuant to the terms of this Services Agreement. (B) LISTS OF PRODUCTS AND SERVICES. The list of available Clearwire Goods and their prices applicable to Licensee shall be as provided on Clearwire's website, www.clearwire.com, or such other URL or successor method of publishing the availability of Clearwire Goods as may be designated by Clearwire from time to time ("PRICE LIST"). From time to time, Clearwire will notify Licensee of any Clearwire Goods that are not described in the Price List that may be made available to Licensee pursuant to this Agreement. Subject to compliance with Section 4(a), the Clearwire Goods and prices may change from time to time, as Clearwire changes such Clearwire Goods and prices for all customers, and such changes will be reflected on the Price List. Each time the Price List is updated, the updated information updates will supercede the prior information. (C) [***]. (D) HUMAN RESOURCES. Service Credits may also be used to fund internal, third party, or Clearwire human resources (e.g., internal and outside consulting and staffing to assist Licensee in deploying and managing telecommunications and information services), provided that Licensee may use only [***] in Service Credits for non-Clearwire human resources for the first (1st) year following the Final Order Date, and [***] in Service Credits for non-Clearwire human resources for each subsequent year thereafter. (E) [***]. (F) EXCESS SERVICES. If Licensee orders Clearwire Goods or Third Party Services, including distribution of content pursuant to Section 4(e), in excess of the Service Credits and any available Roll Over Credits, then Licensee will pay for such excess in accordance with the pricing described in Section 4(a). (G) TITLE. Licensee shall receive full and unencumbered title to any equipment, hardware, software or the like that Licensee purchases using the Service Credits (including Roll Over Credits) hereunder. 5. CAPITAL PAYMENTS (A) On each of the Final Order Date and on the tenth (10th) anniversary of the Final Order Date, Licensee shall be credited with [***] to be used for capital purchases as described in this Section 5(a) (each a "CAPITAL PAYMENT"). Licensee may use each Capital Payment to order from Clearwire any hardware, software or consulting services for Licensee, [***] and Permitted End Users to design, implement, access and use any Clearwire Goods or Third Party Services ("CAPITAL GOODS"). For example, and for illustrative purposes only, Licensee may purchase networking equipment, end user equipment, wiring, routers, local distribution networks, hardware or software upgrades and consulting time for current or future technologies and services. Notwithstanding the foregoing, the Parties agree that up to [***] of each Capital Payment must be used, if at all, to purchase Capital Goods from Clearwire and [*** Confidential Treatment Requested] 4

up to [***] may be used to purchase Capital Goods available from third parties to the extent Clearwire does not have such Capital Goods available; [***]. (B) In addition, Licensee shall be credited with [***] on the twentieth (20th) anniversary of the Final Order Date ("ADDITIONAL CAPITAL PAYMENT"). Licensee may use the Additional Capital Payment to purchase any Capital Goods from Clearwire or third parties, or, upon Licensee's request, Clearwire shall send to Licensee the Additional Capital Payment in cash in a lump sum amount within fifteen (15) days of Licensee's request (provided the subject payment has become due hereunder). (C) The Capital Payments and Additional Capital Payment must each be used or, in the case of the Additional Capital Payment, be taken in cash by Licensee within ten (10) years of being credited to Licensee pursuant to this Section 5. 6. OPERATIONAL TERMS (A) ORDERING. Licensee may purchase Clearwire Goods and Third Party Services via submission of an order form in a format reasonably acceptable to Clearwire. Although Licensee may provide Clearwire Goods and Third Party Services to itself, [***] and Permitted End Users, only Licensee may submit order forms or otherwise request action by Clearwire US under this Services Agreement. The ordering and use of Clearwire Goods shall be governed by the acceptable use policy and terms of service, and such other policies of general applicability which apply to such services, which are subject to amendment by Clearwire at any time and may be found at http://www.clearwire.com or such other URL as may be designated by Clearwire from time to time; provided, however, that financial terms contained in the terms of service shall not apply to such Clearwire Goods, which financial terms will be as set forth in this Services Agreement. In addition to the foregoing policies, Clearwire may specify from time to time reasonable procedures for the activation, addition, deletion or substitution of Clearwire Goods and Third Party Services to Licensee. (B) MAINTENANCE. Licensee, [***] and Permitted End Users will be solely responsible for the maintenance and operation of all end user equipment, facilities and receive sites installed at Licensee, [***] or Permitted End User sites; provided, however, that Licensee may order maintenance services using its Service Credits as provided in this Services Agreement. (C) SERVICE OUTAGES, REPAIRS AND UPGRADES. In addressing any service outages, necessary repairs or upgrades to Clearwire Goods or Capital Goods, Clearwire shall treat Licensee, [***] and Permitted End Users the same as similarly situated customers, including assigning Licensee, [***], and Permitted End Users the same level of priority in resolving service outages or making necessary repairs or upgrades as it assigns to its other customers subscribing to similar levels of Clearwire services. (D) DESIGNATED POINT OF CONTACT. Within thirty (30) days of the Final Order Date, Clearwire shall provide to Licensee the name and contact information (i.e., office phone and fax numbers, mobile phone number, address and e-mail) of a qualified Clearwire engineer or manager who will serve as a dedicated point of contact to Licensee and whose [*** Confidential Treatment Requested] 5

responsibilities will include administering and implementing the terms of this Services Agreement, providing information to Licensee, answering Licensee's questions and such other activities as may be necessary or desirable to implement the intent of this Services Agreement. 7. [***] [***]. 8. TERM AND TERMINATION (A) TERM. This Services Agreement shall commence on the Effective Date and shall continue in effect until the earlier of thirty (30) years or the date of expiration or termination of the Lease for any reason (the "TERM"), unless earlier terminated as provided herein. (B) TERMINATION FOR BREACH. Either Party may terminate this Services Agreement upon notice to the other Party at any time in the event of a material breach or default by the other Party under this Services Agreement, which material breach or default remains uncured after thirty (30) days notice of such breach or default is provided by the other Party; provided, however, that if the breaching Party proceeds with reasonable diligence during such thirty (30) day period and is unable, because of circumstances beyond its control or because of the nature of the breach or default, to cure the breach or default within such applicable time period, the time for cure shall be extended, but in no event beyond one hundred eighty (180) days after receipt of notice from the non-breaching Party. (C) TERMINATION FOR BANKRUPTCY. Either Party may terminate this Services Agreement upon notice to the other Party if the other Party (a) ceases to do business in the normal course, (b) becomes or is declared insolvent or bankrupt, (c) is the subject of any proceeding related to its liquidation or insolvency, whether voluntary or involuntary, which is not dismissed within ninety (90) calendar days or (iv) makes an assignment for the benefit of creditors. (D) EFFECT OF TERMINATION. Upon the expiration of this Services Agreement, any outstanding Service Credits, Roll Over Credits, Capital Payments or Additional Capital Payment will be terminated and be of no further force or effect. Upon the termination of this Services Agreement, any outstanding Service Credits, Roll Over Credits, Capital Payments or Additional Capital Payment will be terminated and of no further force or effect; provided however, that any termination of this Services Agreement pursuant to Sections 8(b) or 8(c) will not release either Licensee or Clearwire from any liability arising from any breach or violation by that Party of the terms and provisions of this Services Agreement prior to such termination. Each Party will be responsible for its own Costs and Expenses related to the expiration or termination of this Services Agreement, other than a termination pursuant to Section 8(b) and 8(c). The general and procedural provisions of this Services Agreement, which may be relevant to enforcing the obligations or duties of the Parties, as well as any other provisions that by their terms obligate either Party following expiration or termination, will survive the expiration or termination of this Services Agreement until the obligations or duties are performed or discharged in full. [*** Confidential Treatment Requested] 6

9. ASSIGNMENTS AND SUBLEASING (A) ASSIGNMENT AND SUBLEASE BY CLEARWIRE US TO THIRD PARTY. Clearwire US may not sell, assign, lease, sublease, cross-lease, license, exchange, delegate or otherwise transfer (collectively, an "ASSIGNMENT") any of its rights or obligations under this Services Agreement without the prior written consent of Licensee, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Licensee's consent shall not be required for an Assignment to the same Person or Affiliate of the Person to which the Lease is assigned; provided that the assignment of the Lease is completed in accordance with the terms and conditions of the Lease, and provided further that both assignments occur simultaneously. (B) PRO FORMA ASSIGNMENT AND SUBLEASE BY CLEARWIRE US. Notwithstanding the foregoing, Clearwire US may assign or sublease this Services Agreement (or its rights or obligations thereunder) to an Affiliate of Clearwire US or Clearwire Parent; provided, however, that, the Parent Guarantee and Covenant Agreement will continue to apply in full force and effect pursuant to its terms following the assignment or sublease. Clearwire shall provide notice to Licensee of any such assignment or sublease and shall pay for all Costs and Expenses (including reimbursing Licensee as necessary) associated with any such assignment or sublease. (C) ASSIGNMENT BY LICENSEE. Licensee may assign this Services Agreement to a Person to which Licensee simultaneously assigns all of the Channels in accordance with the terms and conditions of the Lease. [***]. 10. REPRESENTATIONS AND WARRANTIES (A) LICENSEE REPRESENTATIONS AND WARRANTIES. Licensee hereby represents and warrants to Clearwire US that: (I) (A) It has the full right and authority to enter into, execute, deliver, and perform its obligations under this Services Agreement; (B) it has taken all requisite corporate action to approve the execution, delivery and performance of this Services Agreement; (C) this Services Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency or other laws of general application affecting creditors' rights generally and except as limited by laws relating to availability of specific performance, injunctive relief or other equitable remedies); (D) its execution of and performance under this Services Agreement will not violate any applicable Laws or any of its existing contractual obligations and (E) it knows of no fact or circumstance that would disqualify it from performing its undertakings hereunder. (B) CLEARWIRE US REPRESENTATIONS AND WARRANTIES. Clearwire US hereby represents and warrants to Licensee as follows: (I) (A) It has the full right and authority to enter into, execute, deliver, and perform its obligations under this Services Agreement; (B) it has taken all requisite corporate action to approve the execution, delivery and performance of this Services Agreement; (C) this Services Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency or [*** Confidential Treatment Requested] 7

other laws of general application affecting creditors' rights generally and except as limited by laws relating to availability of specific performance, injunctive relief or other equitable remedies); and (D) its execution of and performance under this Services Agreement will not violate any applicable Laws or any of its existing contractual obligations. (II) It knows of no fact or circumstance that would disqualify it from performing its undertakings hereunder, and neither it nor any of its principals or its Affiliates will take any action, cause any action to be taken, or fail to take any action that would disqualify them from performing and undertaking the obligations under and as contemplated by this Services Agreement. (III) It has the financial capacity to enter into and perform the obligations of this Services Agreement. (IV) There are no proceedings, judgments, investigations, or litigation existing or, to the best of Clearwire US's knowledge, threatened against Clearwire US or any of its Affiliates that would reasonably be expected to have a material adverse effect on Clearwire US's ability to perform its obligations under this Services Agreement or on the solvency or financial condition of Clearwire US. (C) SURVIVAL. The respective representations and warranties of the Parties will be true and correct as of the Effective Date and as of the Final Order Date and will survive for [***] after the Effective Date. 11. MISCELLANEOUS (A) NOTICES. Any notice required to be given by one Party to the other under this Services Agreement will be delivered using a reliable national express overnight delivery service and will be effective upon receipt. All notices will be delivered to the Parties at the following addresses: If to Clearwire US: Clearwire US LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 Attn [***] Telephone: [***] Fax: [***] With a copy to: Clearwire US LLC 5808 Lake Washington Blvd. N.E. Suite 300 Kirkland, WA 98033 [*** Confidential Treatment Requested] 8

Attn: [***] Telephone: [***] Fax: [***] If to Licensee: [***] Telephone: [***] Facsimile: [***] With a copy to: [***] Telephone: [***] Facsimile: [***] Either Party may change its addresses for receipt of notice or payment by giving notice of such change to the other Party as provided in this Section 11(a). (B) FORCE MAJEURE. Neither Party will be liable for any nonperformance under this Services Agreement due to causes beyond its reasonable control that could not have been reasonably anticipated by the non-performing Party and that cannot be reasonably avoided or overcome; provided that the non-performing party gives the other Party prompt notice of such cause, and in any event, within fifteen (15) calendar days of its discovery. (C) INDEPENDENT PARTIES. None of the provisions of this Services Agreement will be deemed to constitute a partnership, joint venture, or any other such relationship between the Parties, and neither Party will have any authority to bind the other in any manner. Neither Party will have or hold itself out as having any right, authority or agency to act on behalf of the other Party in any capacity or in any manner, except as may be specifically authorized in this Services Agreement. (D) APPLICABLE LAW. The validity, construction and performance of this Services Agreement will be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Washington. The Parties hereto, their successors and assigns consent to the jurisdiction of the courts of [***] with respect to any legal proceedings that may result from a dispute concerning this Services Agreement. (E) ATTORNEYS' FEES. If any action shall be brought on account of any breach of or to enforce or interpret any of the terms, covenants or conditions of this Services Agreement, the prevailing Party will be entitled to recover from the other its reasonable attorneys' fees and costs, as determined by the court or governing body hearing the action. (F) SEVERABILITY. If any provision of this Services Agreement is found to be illegal, invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability [*** Confidential Treatment Requested] 9

of the remaining provisions will not in any way be affected or impaired, unless continued enforcement of the provisions frustrates the intent of the Parties. (G) NO WAIVER. No delay or failure by either Party in exercising any right under this Services Agreement, and no partial or single exercise of that right, will constitute a waiver of that or any other right. Failure to enforce any right under this Services Agreement will not be deemed a waiver of future enforcement of that or any other right. (H) COUNTERPARTS. This Services Agreement may be executed in one or more counterparts, each of which will be deemed an original, but which collectively will constitute one and the same instrument. Original signatures transmitted by facsimile or email will be effective to create such counterparts. (I) HEADINGS. The headings and captions used in this Services Agreement are for convenience only and are not to be considered in construing or interpreting this Services Agreement. (J) CONSTRUCTION. The Parties and their respective counsel have negotiated this Services Agreement. This Services Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either Party based on draftsmanship of the Services Agreement or otherwise. (K) COMPLETE AGREEMENT. This Services Agreement, together with the Lease and Parent Guarantee and Covenant Agreement, constitutes the entire agreement between the Parties with respect to the subject matter addressed, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, between the Parties or any of their Affiliates regarding this subject matter. No amendment to or modification of this Services Agreement will be binding unless in writing and signed by a duly authorized representative of each of the Parties and Clearwire Parent. (L) PRESS ANNOUNCEMENTS. No announcement to the press or general public of this Services Agreement or the terms or conditions thereof shall be made unless such announcement or release shall have been approved in advance by both Parties. Notwithstanding the foregoing, either Party may make any such disclosures of this Services Agreement or the terms hereof to the extent necessary to comply with accounting standards and applicable securities and other laws and regulations of the Securities and Exchange Commission or with the regulations of any applicable securities exchange and each of the Parties agree that that the Parties and/or their Affiliates may be required to disclose the financial terms of this Services Agreement in such Party's or its Affiliates' consolidated financial statements or in the footnotes thereof; provided, however, that Clearwire US shall provide notice to Licensee if it makes any such disclosures. (M) USE OF LICENSEE'S NAME. Except as provided in Section 11(l) above Clearwire US will not use the name of Licensee, [***], or their Affiliates in any materials that are available to the public without Licensee's prior written permission, which written permission may be withheld or granted in Licensee's sole discretion. [SIGNATURE PAGE FOLLOWS] [*** Confidential Treatment Requested] 10

IN WITNESS WHEREOF, the Parties hereto have executed this Services Agreement effective as of the Effective Date, pursuant to due authority. Each Party acknowledges that it has read this Services Agreement, understands it, and agrees to be bound by its terms. [***] CLEARWIRE US LLC By: /s/ [***] By: /s/ R. Gerard Salemme --------------------------------- ------------------------------------ Name: [***] Name: R. Gerard Salemme Title: President Title: Ex. V. P. [*** Confidential Treatment Requested] 11

EXHIBIT D INTERFERENCE CONSENTS Set forth in this Exhibit D are the following documents and information related to Section 9 of the Agreement: 1. [***]. 2. [***]. 3. [***]. 4. [***]. 5. [***]. [*** Confidential Treatment Requested] D-2

[***] [*** Confidential Treatment Requested] D-3

EXHIBIT E [TO BE PROVIDED WITHIN 30 DAYS OF EFFECTIVE DATE.] E-1

EXHIBIT F LICENSEE'S DISCLOSURES [***]: 1. [***]. 2. [***]. 3. [***]. [***]. [***]. [***]. [***]. [***]. [*** Confidential Treatment Requested] F-3

[***] [*** Confidential Treatment Requested] F-4

EXHIBIT G PARENT GUARANTEE AND COVENANT AGREEMENT G-1

PARENT GUARANTEE AND COVENANT AGREEMENT THIS Parent Guarantee and Covenant Agreement (the "AGREEMENT") is entered into as of December __, 2006 (the "EFFECTIVE DATE"), by and between [***] ("LICENSEE"), Clearwire Spectrum Holdings II LLC, a Nevada limited liability company with its principal offices at 5808 Lake Washington Blvd., Suite 300, Kirkland, WA 98033, and its successors ("CLEARWIRE"), Clearwire US LLC, a Nevada limited liability company with its principal offices at 5808 Lake Washington Blvd., Suite 300, Kirkland, WA 98033, and its successors ("CLEARWIRE US") and Clearwire Corporation, a Delaware corporation with its principal offices at 5808 Lake Washington Blvd., Suite 300, Kirkland, WA 98033, and its successors ("CLEARWIRE PARENT"). Licensee, Clearwire, Clearwire US and Clearwire Parent are sometimes referred to, individually, as a "PARTY" and, collectively, as the "PARTIES." WHEREAS, contemporaneously with the Effective Date hereof, Licensee and Clearwire have entered into a Long-Term De Facto Transfer Lease Agreement (the "LEASE") by which Licensee will lease to Clearwire excess capacity on Licensee's Educational Broadband Service channels [***] under call sign [***] and [***] under call sign [***] pursuant to the terms and conditions set forth in the Lease; WHEREAS, contemporaneously with the Effective Date hereof, Licensee and Clearwire US have entered into a Services Agreement, under which Clearwire US will provide Licensee with services and service credits to be applied toward telecommunications and information services (the "SERVICES AGREEMENT"); WHEREAS, Clearwire Parent is the ultimate corporate parent of Clearwire and Clearwire US and desires to provide additional assurances to Licensee that Clearwire and Clearwire US will meet the terms and conditions of the Lease and the Services Agreement, respectively; and WHEREAS, the assurances provided by Clearwire Parent in this Agreement are essential to the Lease and Services Agreement, and Licensee would not enter into the Lease or Services Agreement without this Agreement. NOW, THEREFORE, in consideration of the premises and covenants set forth in this Agreement, and for good and valuable consideration, the sufficiency of which is acknowledged by the Parties' signatures, the Parties agree as follows: 1. TRIGGERING EVENTS. Within thirty (30) days following the occurrence of a Triggering Event (defined below), Clearwire Parent shall provide Licensee with written notice of the Triggering Event and will provide the Guaranty (as defined in Section 2) and the Letter of Credit (as defined in Section 3). A "TRIGGERING EVENT" shall occur if any one or more of the following events occurs during the Initial Term of the Lease: (A) Clearwire defaults under or breaches the Lease and fails to cure said default or breach upon notice from Licensee pursuant to the terms of Sections 12(b) or 12(d) of the Lease; [*** Confidential Treatment Requested] 1

(B) Clearwire US defaults under or breaches the Services Agreement and fails to cure said default or breach upon notice from Licensee pursuant to the terms of Section 8(b) of the Services Agreement; (C) If the debt of Clearwire Parent has been rated by Standard & Poor's, Moody's Investors Service and/or Fitch Ratings (each a "RATINGS AGENCY"), and any Ratings Agency issues a rating for Clearwire Parent that is below the first rating ever issued by that Rating Agency for Clearwire Parent; or (D) If (i) the debt of Clearwire Parent has not been rated by a Ratings Agency, ceases to be so rated, or if Clearwire no longer has debt to be rated, and (ii) Clearwire Parent's net cash is less than the net present value, using a [***] annual discount rate, of the Monthly Lease Payments due to Licensee under the Lease for the next [***] of the term of the Lease plus the cash value of the funding and service credits due to Licensee under the Services Agreement for the next [***] of the term of the Services Agreement (assuming maximum rollover of those service credits pursuant to the terms of the Services Agreement). "NET CASH" shall mean the value of Clearwire Parent's cash and marketable securities less its current liabilities (including the current portion of long-term debt). 2. GUARANTY. Upon the occurrence of a Triggering Event, Clearwire Parent agrees to irrevocably and unconditionally guarantee the full performance and observance of its wholly-owned subsidiaries, Clearwire and Clearwire US, of all present and future obligations, duties, responsibilities, covenants and the like under the Lease and Services Agreement, respectively, for so long as the Triggering Event is continuing (the "GUARANTY"). If, after the Guaranty becomes effective, Clearwire and/or Clearwire US default or breach their respective obligations under the terms of the Lease or Services Agreement, Licensee, at its election, may seek to enforce its rights under the Lease and/or Services Agreement against Clearwire Parent as guarantor either simultaneously with or after seeking to enforce such rights against Clearwire and/or Clearwire US. Clearwire Parent expressly waives any notice or demand from Licensee that is separate from any notice or demand that Licensee is required to provide Clearwire and Clearwire US in the event of a breach or default under the terms of the Lease or Services Agreement, respectively. 3. TERMS OF THE LETTER OF CREDIT. (A) Following the occurrence of one or more Triggering Events, Clearwire Parent will, as soon as reasonably practicable, deliver to Licensee a letter of credit issued by a commercial bank reasonably acceptable to Licensee and in a form reasonably acceptable to Licensee that may be drawn upon by Licensee to satisfy any monetary obligations of Clearwire and/or Clearwire US under the Lease or the Services Agreement that have not been satisfied ("LETTER OF CREDIT"). (B) If the Triggering Event is based on Section 1(a), the Letter of Credit shall be, subject to increases as provided in Section 3(e) below, for the amount of the Monthly Lease Payments (as that term is defined in the Lease) that would be due through the earlier of (i) expiration of the current term of the Lease or (ii) [***] ("MONTHLY LEASE PAYMENTS OUTSTANDING"). [*** Confidential Treatment Requested] D-3

(C) If the Triggering Event is based on Section 1(b), the Letter of Credit shall be for an amount equal to the cash payments required to be made under the Services Agreement until the earlier of (i) expiration of the current term of the Lease Agreement and (ii) [***], (in each case assuming maximum rollover of those service credits pursuant to the terms of the Services Agreement) ("SERVICE CREDITS OUTSTANDING"). (D) If the Triggering Event is based on Sections 1(c) or 1(d) or a combination of any Triggering Events, then the Letter of Credit shall be for an amount equal to [***]. (E) The Parties acknowledge and agree that Clearwire Parent is currently subject to limitations on its ability to incur indebtedness under that certain Loan Agreement, dated as of August 21, 2006 ("LOAN AGREEMENT"). The Parties further acknowledge and agree that Section 7.1(k) of the Loan Agreement specifically permits Clearwire Parent to incur indebtedness represented by letters of credit in an aggregate face amount not to exceed [***] at any one time outstanding (the "LOC BASKET"). [***]. (F) The term of the Letter of Credit shall be for a period of time from the delivery of the Letter of Credit through the earlier to occur of the [***]; provided, however that upon the first anniversary of the Letter of Credit, and each anniversary thereafter, in each event if the Triggering Event is still continuing, then Clearwire Parent will either renew or substitute a new Letter of Credit with the LOC Term determined in accordance with this section. [***]. If the Triggering Event is not continuing, then Clearwire Parent may terminate the Letter of Credit upon written notice to Licensee. 4. MISCELLANEOUS. (A) This Agreement shall be binding upon and inure to the benefit of the Parties, their assigns, and successors. In the event of an assignment pursuant to Section 11(a) of the Lease or Section 9(a) of the Services Agreement, this Agreement shall terminate and be of no further force or effect. (B) Without limiting any other circumstance in which this Agreement shall survive, the Parties specifically acknowledge that this Agreement shall survive (i) any channel swap under Section 6(g) of the Lease and (ii) any transaction described in Section 11(b) of the Lease or Section 9(b) of the Services Agreement. In the event of an assignment pursuant to Section 11(b) of the Lease or Section 9(b) of the Services Agreement, this Agreement shall be automatically amended so as to substitute the assignee's name wherever "Clearwire" or "Clearwire US," as the case may be, appears in this Agreement following the assignment. (C) The validity, construction and performance of this Agreement will be governed by and construed in accordance with the internal laws of the State of [***] without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of [***]. The Parties hereto, their successors and assigns consent to the jurisdiction of the courts of [***] with respect to any legal proceedings that may result from a dispute concerning this Agreement. (D) If any action shall be brought on account of any breach of or to enforce or interpret any of the terms, covenants or conditions of this Agreement, the prevailing Party will be [*** Confidential Treatment Requested] D-3

entitled to recover from the other Parties, on a joint and several basis, its reasonable attorneys' fees and costs, as determined by the court or governing body hearing the action. (E) If any provision of this Agreement is found to be illegal, invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, unless continued enforcement of the provisions frustrates the intent of the Parties. (F) No delay or failure by a Party in exercising any right under this Agreement, and no partial or single exercise of that right, will constitute a waiver of that or any other right. Failure to enforce any right under this Agreement will not be deemed a waiver of future enforcement of that or any other right. (G) This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but which collectively will constitute one and the same instrument. Original signatures transmitted by facsimile will be effective to create such counterparts. (H) The Parties and their respective counsel have negotiated this Agreement. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against a Party based on draftsmanship of the Agreement or otherwise. (I) This Agreement constitutes the entire agreement between the Parties with respect to the subject matter addressed, and, apart from the Lease and Services Agreement, supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, between the Parties or any of their affiliates regarding this subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of each of the Parties. (J) The Parties will take such further action and execute such further assurances, documents and certificates as another Party may reasonably request to effectuate the purposes of this Agreement. [SIGNATURE PAGE FOLLOWS] D-3

ACKNOWLEDGED AND AGREED: CLEARWIRE CORPORATION By: /s/ R. Gerard Salemme --------------------------------- Name: R. Gerard Salemme Title: Ex. V. P. ACKNOWLEDGED: [***] By: /s/ [***] --------------------------------- Name: [***] Title: President CLEARWIRE SPECTRUM HOLDINGS II LLC By: /s/ R. Gerard Salemme --------------------------------- Name: R. Gerard Salemme Title: Ex. V. P. CLEARWIRE US LLC By: /s/ R. Gerard Salemme --------------------------------- Name: R. Gerard Salemme Title: Ex. V. P. [*** Confidential Treatment Requested] D-3

Exhibit 21.1 The following is a list of the significant subsidiaries of Clearwire Corporation, and the state or other jurisdiction of incorporation or organization. LIST OF CONSOLIDATED SUBSIDIARIES OF CLEARWIRE CORPORATION <Table> <Caption> State or Other Jurisdiction of Name of Subsidiary Incorporation or Organization ------------------ ----------------------------- <S> <C> Clearwire US LLC Nevada Clearwire Communications, Inc. Delaware Clearwire Hawaii Partners LLC Delaware Clearwire Hawaii Partners Spectrum, LLC Nevada Clearwire Latin America, LLC Nevada Clearwire Spectrum Corp. Delaware Clearwire Spectrum Holdings LLC Nevada Clearwire Spectrum Holdings II LLC Nevada Clearwire Technologies, Inc. Delaware Clearwire Telecommunications Services, LLC Nevada Craig Wireless Honolulu, Inc. Hawaii DCT Los Angeles, L.L.C. Delaware Fixed Wireless Holdings, LLC Delaware Jonsson Communications Corporation California LH Communications, LLC Ohio Lois Hubbard Communications, LLC Ohio Unison Wireless, Inc. Delaware Winbeam, Incorporated Pennsylvania Winbeam Westmoreland, LLC Pennsylvania Clearwire International, LLC Washington Budget Wireless Limited Ireland Clearwire d.o.o. za telekomunikacije Croatia Clearwire Belgium Sprl Belgium CLEARWIRE d.o.o. Beograd Serbia Clearwire Brasil Participacoes Ltda. Brasil Clearwire Europe B.V. Netherlands Clearwire Europe Management Services GmBH Austria Clearwire Europe S.a.r.l. Luxembourg Clearwire France S.A.S. France Clearwire Ireland Limited Ireland Clearwire Poland Holdings S.a.r.l. Poland Clearwire Poland Sp. Z.o.o. Poland Clearwire Poland Spectrum Sp. Z.o.o. Poland Clearwire Slovakia s.r.o. Slovakia CW Telecomunicacoes Ltda. Brazil Mac Telecom SA Belgium accessNET International, S.A. Romania Banda Ancha, S.A. Spain Idilis, S.A. Romania </Table> LIST OF UNCONSOLIDATED SUBSIDIARIES OF CLEARWIRE CORPORATION <Table> <Caption> State or Other Jurisdiction of Name of Subsidiary Incorporation or Organization ------------------ ----------------------------- <S> <C> ATCO Clearwire Telecom Limited Cayman Islands ATCO Clearwire Telecom Limited -- Jordan PSC Jordan Craig Wireless Manitoba Inc. Canada Danske Telecom A/S Denmark GALT Wireless, LLC Washington MVS Net, S.A. de C.V. Mexico </Table>