Second Amendment of that Certain Equityholders' Agreement



 Exhibit 10.7 
 EXECUTION VERSION 
 SECOND AMENDMENT TO EQUITYHOLDERS’ AGREEMENT

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

WHEREAS, Eagle River and the other parties to the Agreement desire to amend the Agreement such that the Agreement will terminate with
respect to Eagle River, except as provided below. 
 NOW THEREFORE, the parties hereto agree as follows: 

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

2. Other Provisions. This Amendment shall be limited as written and nothing herein shall be deemed to constitute an amendment of
any other term, provision or condition of the Agreement or prejudice any right or remedy that any party hereto may have or may in the future have under the Agreement or otherwise. Except as expressly set forth herein and in any waiver executed in
accordance with the terms of the Agreement, all provisions of the Agreement shall remain in full force and effect. 
 3.
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Amendment. 

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







 5. Amendment/Assignment. This Amendment may only be amended by an instrument in
writing signed on behalf of each of the parties hereto. No party may assign his or its rights or delegate his or its duties and obligations to be performed under this Amendment without the prior written consent of each of the other parties. Other
than with respect to Sprint Nextel and the Strategic Investors (other than Comcast), which are not signatories to this Amendment but which shall be third party beneficiaries of this Amendment, no other Person that is not a party hereto may exercise
any right or enforce any obligation under this Amendment. 
 6. Agreement. This Amendment sets forth the entire
understanding of the parties with respect to the subject matter contemplated hereby. This Amendment is binding on and will inure to the benefit of Sprint Nextel and all of the Equityholders as well as all other parties hereto and their respective
successors and permitted assigns. 
 7. Effectiveness; References. This Amendment shall become effective as of the date
hereof upon the execution and delivery of counterparts hereof by each of the parties hereto. Each reference to “hereof”, “hereunder” and “hereby” and each other similar reference and each reference to “this
Agreement” and each other similar reference in the Agreement shall, after the amendments herein become effective, refer to the Agreement as amended hereby. 
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 IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the
date set forth in the first paragraph hereof. 
  

									
	 INTEL CAPITAL WIRELESS
 INVESTMENT CORPORATION 2008A
	 		 	INTEL CAPITAL CORPORATION
			
	 /s/ Arvind Sodhani
	 		 	 /s/ Arvind Sodhani

	Name:	 	Arvind Sodhani	 		 	Name:	 	Arvind Sodhani
	Title:	 	President	 		 	Title:	 	President
			
	CLEARWIRE CORPORATION	 		 	INTEL CAPITAL (CAYMAN) CORPORATION
			
	 /s/ Hope Cochran
	 		 	 /s/ Arvind Sodhani

	Name:	 	Hope Cochran	 		 	Name:	 	Arvind Sodhani
	Title:	 	Chief Financial Officer	 		 	Title:	 	President
				
		 		 		 	MIDDLEFIELD VENTURES, INC.
				
		 		 		 	 /s/ Arvind Sodhani

		 		 		 	Name:	 	Arvind Sodhani
		 		 		 	Title:	 	President

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







 
					
	SPRINT HOLDCO, LLC
		
	By:	 	 /s/ Charles R. Wunsch

		 	Name:	 	Charles R. Wunsch
		 	Title:	 	President
	
	SN UHC 1, INC.
		
	By:	 	 /s/ Charles R. Wunsch

		 	Name:	 	Charles R. Wunsch
		 	Title:	 	President


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







 
					
	EAGLE RIVER HOLDINGS, LLC
	By:	 	Eagle River Inc., its Manager
		
	By:	 	 /s/ Amit Mehta

		 	Name:	 	Amit Mehta
		 	Title:	 	Vice President


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







 
					
	COMCAST CORPORATION,
as the Strategic Investor Representative
		
	By:	 	 /s/ Robert S. Pick

		 	Name:	 	Robert S. Pick
		 	Title:	 	Senior Vice President


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