Exhibit
10.26
  
 4G MVNO Agreement
    Clearwire Communications LLC,
 Comcast MVNO II, LLC,
 TWC Wireless, LLC,
 BHN Spectrum Investments, LLC
 and
 Sprint Spectrum L.P.




---



##### 



4G MVNO Agreement
    
    
    4Background
    
    
    4Operative Terms
    
    
    41. Definitions
    
    
    42. SIG Party Relationship
    
    
    122.1 General
    
    
    122.2 Services Provided
    
    
    132.3 Limited Purpose; No Disparagement
    
    
    172.4 SIG Party Participation
    
    
    192.5 Brand Restrictions
    
    
    202.6 Control of Clearwire Network
    
    
    202.7 Right to Make Available to Controlled Affiliate
    
    
    202.8 Independent Representatives and Agents
    
    
    212.9 Unique Characteristics of Relationship
    
    
    212.10 Services Provided to Clearwire
    
    
    212.11 Most Favored Reseller
    
    
    213. Term
    
    
    214. Conditions Precedent
    
    
    225. Representations and Warranties and Covenants
    
    
    225.1 General Warranties
    
    
    225.2 Compliance with Laws
    
    
    225.3 Litigation
    
    
    225.4 Clearwire Licenses
    
    
    236. Scope of Wireless Broadband Service
    
    
    236.1 Wireless Broadband Service
    
    
    236.2 Scope of Wireless Broadband Service
    
    
    236.3 Device Handling Services
    
    
    246.4 Coverage Maps and Coverage Data
    
    
    256.5 MVNO Operational Support
    
    
    256.6 Provisioning
    
    
    267. Prices and Terms of Payment
    
    
    267.1 Prices
    
    
    267.2 Dual-Mode Pricing
    
    
    267.3 Payment of Charges
    
    
    267.4 Invoices
    
    
    267.5 Late Payments
    
    
    267.6 Disputed Charges
    
    
    277.7 Taxes and Other Levies by Taxing and Governmental Authorities
    
    
    287.8 SIG Party Liability; Parent Company Guarantees; Clearwire Obligations
    
    
    287.9 Access
    
    
    297.10 Audit Right
    
    
    298. SIG Party Rights and Obligations
    
    
    308.1 Handsets and Other Mobile Devices
    
    
    30
 Confidential Information  Subject to Nondisclosure Obligations
    
    i




---



##### 



8.2 SIG Party Staff
    
    
    328.3 SIG Party Responsibility for End User Services
    
    
    328.4 The SIG Party Responsibility for Fraud
    
    
    328.5 Interference
    
    
    328.6 SIG Party Reports to Clearwire
    
    
    328.7 Legal Request Compliance
    
    
    328.8 Electronic Surveillance
    
    
    338.9 Exclusivity, Etc.
    
    
    339. Clearwire Rights and Obligations
    
    
    339.1 Modifications; MVNO Operations Manual
    
    
    339.2 Clearwire Network Fraud Detection and Responsibility
    
    
    349.3 Clearwires Reports to the SIG Parties
    
    
    349.4 Service Levels; Material Degradation
    
    
    349.5 Certain Information
    
    
    3510. Limitations of Warranties and Liabilities
    
    
    3510.1 No Warranties
    
    
    3510.2 Limitations on Liability
    
    
    3611. Intellectual Property
    
    
    3611.1 Trade Name, Trade Marks and Service Marks
    
    
    3611.2 Other Intellectual Property
    
    
    3712. Indemnification
    
    
    3712.1 SIG Party Indemnification
    
    
    3712.2 Clearwires Indemnification
    
    
    3712.3 Indemnification Procedures
    
    
    3813. Termination and Transition Assistance
    
    
    3913.1 Clearwire Termination Rights
    
    
    3913.2 SIG Party Termination Rights
    
    
    3913.3 Clearwire Change of Control
    
    
    4013.4 Sale of License or Loss of Market
    
    
    4013.5 SIG Party Rights and Remedies Upon the Occurrence of Certain Events
    
    
    4113.6 Length of and Duties During the Phase-Out Period
    
    
    4113.7 Effect of Termination
    
    
    4213.8 Transition Assistance
    
    
    4214. End User Related Obligations and Restrictions
    
    
    4314.1 Wireless Broadband Service Coverage
    
    
    4314.2 SIG Party Restrictions Relating to End User Migration
    
    
    4314.3 Use Restrictions
    
    
    4414.4 Relief
    
    
    4415. Confidentiality
    
    
    4415.1 Definition
    
    
    4415.2 Restrictions
    
    
    4515.3 Return
    
    
    4715.4 Care
    
    
    4715.5 Relief
    
    
    4715.6 Duration
    
    
    4715.7 SEC Filing
    
    
    4715.8 Entire Understanding
    
    
    47
 ii




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##### 



16. Divestitures Acquisitions and Assignment
    
    
    4716.1 Divested Businesses
    
    
    4716.2 Acquisitions
    
    
    4916.3 Assignment
    
    
    4917. General Provisions
    
    
    5017.1 Notices and Inquiries
    
    
    5017.2 Non-exclusivity
    
    
    5217.3 Construction
    
    
    5217.4 Survival
    
    
    5217.5 Headings
    
    
    5217.6 Severability
    
    
    5217.7 Dispute Resolution
    
    
    5317.8 Confidential Arbitration
    
    
    5317.9 Governing Law; Exclusive Venue
    
    
    5517.10 Specific Performance
    
    
    5517.11 Waiver of Jury Trial
    
    
    5517.12 Counterpart Execution
    
    
    5517.13 Entire Agreement
    
    
    5517.14 No Partnership; No Third-Party Beneficiaries
    
    
    5517.15 Amendments; Waivers; Remedies
    
    
    5617.16 Force Majeure
    
    
    5617.17 Disclosure
    
    
    56
 iii




---



##### 



4G MVNO Agreement
 Agreement Effective Date Clearwire Comcast TWC Brighthouse Sprint
 BACKGROUND
    OPERATIVE TERMS
 1. Definitions
  3G MVNO Agreement
 4G MVNO Agreement Option
 AAA
   Affiliate control controlling controlled by under common
control with provided
 Agency Agreement
 Aggregate Excess Standalone Amount




---



##### 



Agreement
 Applicable Law
 Applicable Percentage
 Applicable Standalone Percentage
 Arbitration Costs
 Attorneys Fees
 Brighthouse
 BRS
 Business Day
 CDMA
 Change of Control
     Board provided, however
 Claim
 Clearwire
 Clearwire Application
 5




---



##### 



Clearwire Client Manager
 Clearwire Indemnitee
 Clearwire Marks
 Clearwire Network
 Clearwire Parent
 Clearwire Reseller Platform
 Clearwire Retail Customers
 Clearwire VoIP Service
 Clearwire Wholesale Offerings
 CMA
 Comcast
 Committed Performance Date
 Competitive Wireless Service
 Complex Non-Standard Network Service
  Confidential Information
 Content
 Controlled Affiliate
 CPNI
 Customer
 Customer Data
 6




---



##### 



Damages
 Demand
 Device
 Disclosing Party
 Disposed License
 Disputed Pricing Terms
 Divested Network
 Due Date
 EBS
 End User
  End User Data e.g.
 Effective Date
  Exclusivity Period
 Facilities
 FCC
 FCC Rules
 Five-Year Renewal Periods
 Force Majeure Event
 Forum
  Founding Partners
 7




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##### 



Frustrated Party
 Generic Embedded Devices
 Google
 Governmental Authority
 Guarantor
 Guaranty
 iDEN
 iDEN Network
 Indemnified Party
 Indemnifying Party
 Independent Auditor
 Initial Network Enablers
 Initial Standard Network Services
 Initial Term
 Intel
 Intel Commercial Agreement
 Intel Election Provisions
 Intellectual Property
  8




---



##### 



Market
 Migration Commencement Date
   MSO Core Services
 MSO Divested Business
 MSO Divestiture Date
 MSO Party
 MVNO Operations Manual
 MVNO Service
 Network Enablers
 Network Performance Specifications
 Non-Frustrated Party
 Non-Standard Network Services
 Non-Standard Network Service Request
 OEM
 Offering Party
 Opt-In Agreement
  Participation Right
 Party
 Permitted Bundle
     Permitted Strategic Transaction
 9




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##### 



Person
 Phase-Out Period
 POPs
 Pricing Dispute
 Pricing Related Obligations
 Quarterly Roadmap
 Radio Compliance
 Receiving Party
 Representatives
 Reseller Agreement
 Residuals
 Restricted Entity
 Rules
 Sale of License
 Sale Proposal
 Service
 Service Assumption Agreement
 10




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##### 



Significant Manufacturer
 SIG Party
 SIG Party Client Manager
 SIG Party Data Content and Applications
 SIG Party-Defined Devices
 SIG Party Indemnitee
 SIG Party Marks
 Simple Non-Standard Network Service
 Specified Percentage
 Sprint
 Sprint Core Services
 Sprint Divested Business
 Sprint Divestiture Date
 Sprint Network
 Sprint Wireless Service
 Sprint Wireline Service
 Standalone Bundling Threshold
 Standalone End User
 Standard Network Services
 Taxes
 Taxing Authority
 Term
 Third-Party Expert
 Transfer Intent Notice
 Transfer Restrictions Termination Fee
 11




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##### 



Transaction Agreement
 Transition Assistance
 TWC
 Ultimate Parent
 USF
  VM
 VM Obligation
  WiMAX
 WiMAX Forum
 Wireless Broadband Service provided
 Wireless Data Card
 Wireless PDA
 2. SIG Party Relationship
 2.1 General
  12




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##### 



2.2 Services Provided
 Roadmap
 Quarterly Roadmap Clearwire Wholesale Offering Clearwire Wholesale Offerings
 Schedule 2.2.1(b) provided, however
  Forum
 Development and Offering of Standard Network
Services
 Schedule 2.2.2 Initial Standard Network Services
 13




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##### 



Initial Network Enablers Schedule 2.2.2
  (i)
    
    During the Term (including any Phase-Out Period), Clearwire
will continue to develop and launch new Standard Network Services. If
Clearwire elects to offer for sale at retail a Non-Standard Network Service
previously requested by any SIG Party(ies), then such service will thereafter
be deemed a Standard Network Service, subject to the reimbursement of
development costs in accordance with Schedule 7.1. Each Standard
Network Service will be made commercially available to each SIG Party on or
before the time such Standard Network Service is first made commercially
available to any Customer (and at the same time such Standard Network Service
is first made commercially available to any other Founding Partner or any of
its Controlled Affiliates) on terms and pricing established in accordance with
the provisions of this Agreement.(ii)
    
    The Parties will use the Forum to enable each SIG Party to
provide input on the development of Standard Network Services and Clearwire
agrees to in good faith take into consideration such input in its development
process.(iii)
    
    Each SIG Party will be given non-discriminatory access to each
Standard Network Service and each Network Enabler underlying each Standard
Network Service on an equal priority and quality basis with Clearwire, and
Clearwire will make available personnel, support, information (both technical
and systems) and testing relating to each such Standard Network Service and
Network Enabler on an equal priority and quality basis with Clearwire, such
that neither Clearwire nor any Founding Partner will have any informational or
process advantage over any other Person in commercially launching such new
Standard Network Service and/or utilizing such Network Enabler; provided,
however, that nothing in this clause (iii) will preclude the commercial launch
or provision of a Standard Network Service or utilization of a Network Enabler
underlying a Standard Network Service by any Party in advance of any other
Party as long as such Standard Network Service or Network Enabler is made
available to each Party and each other Founding Partner at the same time in
accordance with the terms and provisions of this Agreement.
 Requested Non-Standard Network Services
 Non-Standard Network Service
Request
  14




---



##### 



(i)
    
    Complex Non-Standard Network Service means a Non-Standard
Network Service that is not a Simple Non-Standard Network Service.(ii)
    
    Simple Non-Standard Network Service means a Non-Standard
Network Service of a type set forth in Schedule 2.2.3(b) as it may be
amended from time to time in accordance with the terms of this Agreement.
   (i)
    
    For any Simple Non-Standard Network Service request, the date
which is [*****] after the receipt of the election to proceed (or, if
applicable, such time that Clearwire and the requesting SIG Party(ies) otherwise
agree to proceed with such Non-Standard Network Service Request through the
dispute resolution process or otherwise), it being understood that (A) with
respect to the Simple Non-Standard Network Service category, the Parties
understand that there are gradations of development times associated with
developing services falling within such category, with certain services [*****]
requiring less time than others and (B) the requesting SIG Parties may, with
respect to pending Simple Non-Standard Network Services requests made by the SIG
Parties, direct Clearwire as to the appropriate prioritization of such requests
so as to expedite the availability of those requests determined to be of the
highest priority by the SIG Parties among all such pending Simple Non-Standard
Network Services requests made by the SIG Parties; or(ii)
    
    For any Complex Non-Standard Network Service request, the date
which is 18 months after the receipt of the election to proceed (or, if
applicable, such time that
 15




---



##### 



Clearwire and the requesting SIG Party(ies) otherwise agree to proceed with
such Non-Standard Network Service Request through the dispute resolution
process or otherwise).
    (i)
    
    If any Founding Partner(s) delivers a Non-Standard Network
Service Request or any other request for a Non-Standard Network Service,
Clearwire shall promptly thereafter deliver a copy of such request to each SIG
Party or each other SIG Party, as applicable, and Clearwire will thereafter
deliver a copy of its written response (or any change thereto) to each SIG Party
or each other SIG Party, as applicable, contemporaneously with the delivery
thereof to the requesting Founding Partner;(ii)
    
    Each SIG Party shall have the right at any time, by delivering
written notice to Clearwire, to require that Clearwire [*****];(iii)
    
    With respect to each new Non-Standard Network Service made
available to any [*****]; and(iv)
    
    Each SIG Party will be given non-discriminatory access to each
Non-Standard Network Service and each Network Enabler underlying any
Non-Standard Network Service on an equal priority and quality basis with each
other Founding Partner (and on a no less favorable basis (as to the SIG Parties)
than any Other Reseller), and Clearwire will make available personnel, support,
information (both technical and systems) and testing relating to each such
Non-Standard Network Service and Network Enabler on an equal priority and
quality basis with each other Founding Partner (and on a no less favorable basis
(as to the SIG Parties) than any Other Reseller).
 Future Network Services; Certain Applications
 Schedule 2.2.4(a)
  Schedule
2.2.4(c)
  16




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##### 



Roaming
  Certain Limitations
  2.3 Limited Purpose; No Disparagement
 Sales and Marketing Restrictions
  Limitation on Non-Bundled Sales
 Standalone
Bundling Threshold
 Standalone End User provided
   Certain Understandings
  17




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##### 



Limitation on [*****]
  Limitation on Reselling
 provided
 VM VM Obligation Schedule 2.3.5(b) provided Error! Reference source not found.
 Reporting; Audit
 provided, however
 No Disparagement
  18




---



##### 



2.4 SIG Party Participation
 4G MVNO Agreement Option Schedule
2.4(a)(1) Schedule 2.4(a)(2) Opt-In Agreement Schedule
2.4(a)(3) Attachment 1 Attachment 2 Intel Commercial
Agreement Intel Election Provisions provided
  19




---



##### 



provided
 Attachment 3
 2.5 Brand Restrictions
 provided
   2.6 Control of Clearwire Network
  2.7 Right to Make Available to Controlled Affiliate
 provided
 20




---



##### 



2.8 Independent Representatives and Agents
  2.9 Unique Characteristics of Relationship
  2.10 Services Provided to Clearwire
  2.11 Most Favored Reseller
  Economic Terms
 Service Schedule
7.1 Other Reseller
           3. Term
 Initial Term
 Five-Year Renewal Periods
  21




---



##### 



Term
 4. Conditions Precedent
 Attachment 2
 5. Representations and Warranties and Covenants
 5.1 General Warranties
  5.2 Compliance with Laws
  5.3 Litigation
  22




---



##### 



5.4 Clearwire Licenses
  6. Scope of Wireless Broadband Service
 6.1 Wireless Broadband Service
 Schedule 6.1 Schedule 6.1
 6.2 Scope of Wireless Broadband Service
 General
   provided provided, further
  23




---



##### 



Data Content and Applications
 SIG Party Data Content and Applications
    6.3 Device Handling Services
       24




---



##### 



6.4 Coverage Maps and Coverage Data
 Schedule 6.5
 Schedule 6.5 e.g.
 (i)
    
    perform serviceability checks and ascertain service levels on the
basis of address and latitude/longitude information;(ii)
    
    produce high-resolution, unbranded coverage map images that can
be used for marketing purposes; and(iii)
    
    create an interactive map platform accessible by End Users of
such SIG Party, representatives, potential subscribers and other persons via the
world-wide web that would show, at a minimum, the coverage of services and
signal levels by address.
   6.5 MVNO Operational Support
 Schedule 6.5
   25




---



##### 



6.6 Provisioning
 Schedule 6.5
 7. Prices and Terms of Payment
 7.1 Prices
 Schedule 7.1
 7.2 [*****] Pricing
 of Schedule 7.2
 7.3 Payment of Charges
  7.4 Invoices
 provided Due Date provided
 7.5 Late Payments
 pro rata
 26




---



##### 



7.6 Disputed Charges
 General
 provided
 Dispute Periods
   provided
 27




---



##### 



7.7 Taxes and Other Levies by Taxing and Governmental Authorities
 7.7.1.1 Taxes
  7.7.1.2 Other Levies by Governmental Authorities
 USF
 7.8 SIG Party Liability; Parent Company Guarantees; Clearwire Obligations
  28




---



##### 



Attachment 1 Guaranty Attachment 2 Attachment 3
  7.9 Access
 Schedule 7.1 Schedule 7.1 Schedule 7.2
 7.10 Audit Right
 Pricing Related
Obligations Independent Auditor
 29




---



##### 



provided, however
 8. SIG Party Rights and Obligations
 8.1 Handsets and Other Mobile Devices
 8.1.1 Embedded Devices and Other Matters
 Exclusivity Period provided, however
 provided
  provided
 Compatibility and Certification
  30




---



##### 



e.g.
 e.g. provided
     No Clearwire Responsibility
  31




---



##### 



8.2 SIG Party Staff
  8.3 SIG Party Responsibility for End User Services
  8.4 The SIG Party Responsibility for Fraud
  8.5 Interference
 provided
 8.6 SIG Party Reports to Clearwire
 provided
 8.7 Legal Request Compliance
 provided
 32




---



##### 



8.8 Electronic Surveillance
 provided
 8.9 Exclusivity, Etc.
  9. Clearwire Rights and Obligations
 9.1 Modifications; MVNO Operations Manual
 provided
 33




---



##### 



i.e. provided
   9.2 Clearwire Network Fraud Detection and Responsibility
  9.3 Clearwires Reports to the SIG Parties
  9.4 Service Levels; Material Degradation
 Resale Support Systems Service Levels
  Schedule 6.5
 Network Performance Specifications
 Committed Performance Date Schedule 9.4.2(a) Network Performance Specifications
 34




---



##### 



provided Schedule 9.4.2(a) provided, further
  9.5 Certain Information
 e.g.
 10. Limitations of Warranties and Liabilities
 10.1 No Warranties
 Except as otherwise set forth in this Agreement, no Party makes any warranties, express or implied,
including any implied warranties of merchantability or fitness for a particular purpose. Except as
otherwise set forth in this Agreement, Clearwire makes no warranties, express or implied, regarding
the Wireless Broadband Service or, if applicable, any equipment, product or other good provided by
Clearwire. In addition, all implied warranties are disclaimed, including any warranties of
merchantability, fitness for a particular purpose or use. Each SIG Party acknowledges that
Clearwire is not, as of the date of the Effective Date, the manufacturer of any equipment or
Devices.
 35




---



##### 



10.2 Limitations on Liability
 Liability Limit
 EXCEPT FOR ANY PARTYS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL CLEARWIRES
CUMULATIVE LIABILITY, ON THE ONE HAND, OR THE SIG PARTIES CUMULATIVE LIABILITY, ON THE OTHER HAND,
ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF: (1) ; AND (2) AN AMOUNT
EQUAL TO THE TOTAL REVENUE PAID TO CLEARWIRE DURING THE PERIOD FROM THE EFFECTIVE DATE
THROUGH THE MONTH PRIOR TO THE MONTH IN WHICH DAMAGES ARE SOUGHT.
 Certain Exceptions
 NOTWITHSTANDING ANYTHING IN SECTION 10.2.1 TO THE CONTRARY, NOTHING IN SECTION 10.2.1 SHALL, OR IS
INTENDED TO, LIMIT ANY LOSSES OR EXPENSES THAT ARISE OUT OF OR ARE RELATED TO (A) FRAUD, (B)
WILLFUL BREACH OF THIS AGREEMENT, (C) A BREACH OF SECTION 11 (INTELLECTUAL PROPERTY) OR SECTION 15
(CONFIDENTIALITY) OR (D) ANY CLAIM FOR WHICH ANY PARTY HAS AGREED TO INDEMNIFY ANY OTHER PARTY
PURSUANT TO SECTION 12.2, AND NO AMOUNTS PAYABLE IN RESPECT OF THE FOREGOING SHALL COUNT AGAINST
THE AMOUNT SET FORTH IN SECTION 10.2.1.
 11. Intellectual Property
 11.1 Trade Name, Trade Marks and Service Marks
 Clearwires Rights
 Clearwire Marks
 SIG Party Rights
 SIG Party Marks
 36




---



##### 



Remedies for Violations
  11.2 Other Intellectual Property
 Limited License
  Ownership
  12. Indemnification
 12.1 SIG Party Indemnification
 Clearwire Indemnitee Damages
 12.2 Clearwires Indemnification
 SIG Party Indemnitee
 37




---



##### 



provided
 12.3 Indemnification Procedures
 Indemnified Party Claim Indemnifying Party provided
 provided provided, further
  38




---



##### 



13. Termination and Transition Assistance
 13.1 Clearwire Termination Rights
   provided, however
      13.2 SIG Party Termination Rights
  provided, however
 39




---



##### 



13.3 Clearwire Change of Control
   13.4 Sale of License or Loss of Market
 Disposed License Sale of License Service Assumption Agreement
 Sale Proposal
 40




---



##### 



13.5 SIG Party Rights and Remedies Upon the Occurrence of Certain Events
   13.6 Length of and Duties During the Phase-Out Period
  41




---



##### 



Phase-Out Period
 (i)
    
    upon expiration of the Term, the Phase-Out Period will be [*****]
after the expiration date;(ii)
    
    the Phase-Out Period for termination under Section 13.1(a)(i) is
[*****] after the date of the notice of termination;(iii)
    
    the Phase-Out Period for termination under Section 13.1(a)(ii),
13.1(a)(iii), 13.1(a)(iv), 13.1(a)(v) or 13.1(a)(vi) is [*****] after the date
of the notice of termination;(iv)
    
    the Phase-Out Period for termination under Section 13.2(a) or
13.3(a) is [*****] after the date of the notice of termination;(v)
    
    the Phase-Out Period for termination under Section 17.16 is
[*****] after the date of the notice of termination; providedthat if Clearwire
is the Frustrated Party and the Force Majeure Event interferes with Clearwires
ability to perform the Transition Assistance during the pendency of the
Phase-Out Period, the Phase-Out Period shall be extended on a day-for-day basis
for each day for which the Force Majeure Event interferes with Clearwires
ability to perform the Transition Assistance
   (i)
    
    if the termination occurred under Section 13.1(a)(i) or
13.1(a)(ii), such SIG Party will not be permitted to add End Users [*****]; and(ii)
    
    if the termination occurred under Section 13.4, such SIG Party
will be permitted to add End Users only until the longer to occur of (i) the
first [*****] of the Phase-Out Period and (ii) such time as Clearwire is no
longer permitted to add subscribers, contractually or otherwise.
 Schedule
7.1
 13.7 Effect of Termination
  13.8 Transition Assistance
 Transition Assistance
 42




---



##### 



provided
 14. End User Related Obligations and Restrictions
 14.1 Wireless Broadband Service Coverage
  14.2 SIG Party Restrictions Relating to End User Migration
  Applicable Percentage
  (i)
    
    it will not use any End User Data to direct its marketing or
distribution efforts specifically or intentionally to its End Users (as a
targeted group) for any wireless broadband service over a wireless network that
is not a Clearwire Network (a, Competitive Wireless Service); providedthat,
for the avoidance of doubt, any services offered over the Sprint Network shall
not be deemed to be a Competitive Wireless Service; provided, further,that none
of the following shall constitute a violation of this Section 14.2(b)(i):
 (A) [*****];(B) [*****]; and(C) [*****],
 43




---



##### 



(ii)
    
    it will not offer to its existing End Users any incentive,
discount, rebate, credit, price reduction or similar benefit with respect to any
Competitive Wireless Service that is not offered to the general public who are
not existing End Users of the relevant SIG Party; providedthat such SIG Party
may offer such an incentive, discount, rebate, credit, price reduction or
similar benefit to any End User who [*****]; and(iii)
    
    it will not transfer or otherwise move all or any portion of its
End Users to a wireless network that is not the Clearwire Network, if, following
such transfer or move, such End Users would cease to be purchasers of such SIG
Partys MVNO Service, other than [*****].
 Transfer Intent Notice provided Migration Commencement Date
 (i)
    
    [*****].(ii)
    
    [*****].(iii)
    
    [*****].(iv)
    
    Transfer Restrictions Termination Fee means, [*****].
  14.3 Use Restrictions
  14.4 Relief
  15. Confidentiality
 15.1 Definition
 Confidential Information Disclosing Party Receiving Party
 44




---



##### 



(i)
    
    is in the public domain at the time of disclosure or later
becomes part of the public domain through no fault of the Receiving Party, any
of its Controlled Affiliates or any of their respective officers, directors,
employees, agents or representatives (collectively, Representatives);(ii)
    
    is or was known to the Receiving Party, any of its Controlled
Affiliates or any of their respective Representatives on a non-confidential
basis, as evidenced by its contemporaneous written records;(iii)
    
    is or becomes available to the Receiving Party, any of its
Controlled Affiliates or any of their respective Representatives from a Person
other than the Disclosing Party, any of its Controlled Affiliates or any of
their respective Representatives which is not, to the best of the Receiving
Partys knowledge, subject to any legally binding obligation to keep such
information confidential;(iv)
    
    is at any time independently developed by the Receiving Party,
any of its Controlled Affiliates or any their respective Representatives without
any use of or reference to the Confidential information, as evidenced by its
contemporaneous written records; or(v)
    
    is expressly authorized in writing to be disclosed by the
Disclosing Party.
 15.2 Restrictions
   (i)
    
    upon the advice of legal counsel that such disclosure is required
by Applicable Law (including applicable securities law), a court order by a
court of competent jurisdiction, or the rules of any stock exchange or quotation
system on which the Receiving Partys or any its Controlled Affiliates shares
are traded, or by any other Governmental Authority; providedthat such Receiving
Party must give the Disclosing Party as much notice thereof as reasonably
practicable and make reasonable efforts to obtain confidential treatment of such
information;(ii)
    
    to its Controlled Affiliates and Representatives who need to know
such Confidential Information in order to carry out the purposes described in
this Agreement; providedthat (i) such Receiving Party shall inform, as
applicable, its Controlled Affiliates and Representatives of the confidential
nature of the Confidential Information and (ii) such Receiving Party shall be
responsible for any breach of this Section 15.2 by any of its Controlled
Affiliates or Representatives;
 45




---



##### 



(iii)
    
    in the case of any SIG Party, to Persons engaged in discussions
with such SIG Party and/or any of its Controlled Affiliates regarding the sale,
transfer or other divesture of any Divested Business; providedthat such Person
is bound by obligations of confidentiality with respect to such Confidential
Information substantially similar to those contained in this Section 15.2; and
provided, further, that such Receiving Party will disclose only so much of such
Confidential Information to a potential acquiring entity of such Divested
Business as is reasonable in light of the context of the transaction under
consideration;(iv)
    
    in the case of Clearwire, to Persons (other than any Restricted
Entity) considering equity investments or the provision of debt to Clearwire or
Persons (other than any Restricted Entity) acquiring Clearwire, its Ultimate
Parent or any Controlled Affiliates or any portions of the Clearwire Network
from Clearwire, providedthat such Person is bound by obligations of
confidentiality with respect to such Confidential Information substantially
similar to those contained in this Section 15.2; and provided, further, that
such Receiving Party will disclose only so much of such Confidential Information
in these circumstances as is reasonable in light of the context of the
transaction under consideration;(v)
    
    to manufacturers, Device fulfillment vendors or other vendors in
connection with arrangements relating to products or services to be supplied by
such manufacturers or vendors solely to the extent necessary to carry out the
purposes described in this Agreement; providedthat such Person is bound by
obligations of confidentiality with respect to the Confidential Information
substantially similar to those contained in this Section 15.2; or(vi)
    
    to enforce any rights or defend any claims hereunder; provided
that such disclosure is relevant to the enforcement of such rights or the
defense of such claims and is only disclosed in formal proceedings (including
any arbitration proceeding) related thereto and provided that such Receiving
Party must give the Disclosing Party as much notice thereof as reasonably
practicable and make reasonable efforts to obtain confidential treatment of such
information.
  provided
 46




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15.3 Return
  15.4 Care
  15.5 Relief
  15.6 Duration
  15.7 SEC Filing
  15.8 Entire Understanding
 provided provided, furthe
 16. Divestitures Acquisitions and Assignment
 16.1 Divested Businesses
 MSO Divestiture Date
 47




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##### 



provided provided, however MSO Divested Business Error! Reference source not found.
 Sprint Divestiture Date provided
 48




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##### 



provided, however Sprint Divested Business Error! Reference source not found. Divested
Network
 16.2 Acquisitions
  16.3 Assignment
 provided
 49




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##### 



provided
 17. General Provisions
 17.1 Notices and Inquiries
   
  
  
  
 
 50




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##### 



51




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##### 



17.2 Non-exclusivity
  17.3 Construction
  17.4 Survival
  17.5 Headings
  17.6 Severability
  52




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17.7 Dispute Resolution
  17.8 Confidential Arbitration
 Demand
 Third-Party Expert AAA provided Rules
 53




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##### 



Pricing Dispute Disputed Pricing Terms Schedule 7.1 Schedule 7.1 Schedule 7.1
    Attorneys Fees Arbitration Costs
 54




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##### 



17.9 Governing Law; Exclusive Venue
  17.10 Specific Performance
  17.11 Waiver of Jury Trial
 EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER CLAIM, THIRD-PARTY CLAIM OR OTHERWISE.
 17.12 Counterpart Execution
  17.13 Entire Agreement
  17.14 No Partnership; No Third-Party Beneficiaries
  55




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17.15 Amendments; Waivers; Remedies
 provided
 17.16 Force Majeure
 Frustrated Party Force Majeure Event Non-Frustrated Party Schedule 7.1 provided provided, however
 17.17 Disclosure
  56




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provided
 57




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##### 



CLEARWIRE COMMUNICATIONS LLC
    
    SPRINT SPECTRUM L.P.By: 
Name:
    
    /s/ Hope Cochran

Hope Cochran
    
    By:
Name:
    
    /s/ Keith O. Cowan

Keith O. CowanTitle:
    
    Senior Vice
President, Finance
and Treasurer
    
    Title:
    
    Vice PresidentCOMCAST MVNO II, LLC
    
    BHN SPECTRUM INVESTMENTS, LLCBy:
    
    /s/ Robert S. Pick
    
    By:
    
    /s/ Leo CloutierName:
    
    Robert S. Pick
    
    Name:
    
    Leo CloutierTitle:
    
    Senior Vice President
    
    Title:
    
    Senior Vice President,
Strategy & DevelopmentTWC WIRELESS LLCBy:
    
    /s/ David ChristmanName:
    
    David ChristmanTitle:
    
    Senior Vice President &
Assistant Secretary
 58




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##### 



Schedule 2.2.1(b)
  59




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##### 



Schedule 2.2.2
  60




---



##### 



Schedule 2.2.3(b)
  61




---



##### 



Schedule 2.2.4(a)
  62




---



##### 



Schedule 2.2.4(c)
  63




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##### 



Schedule 2.3.5(b)
  64




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##### 



Schedule 2.4(a)(1)
 Google Opt-In Agreement
 Letter Agreement Regarding
4G MVNO Agreement Option
 4G MVNO Agreement Clearwire
 Google 4G MVNO Agreement Option
     
 
 
  
 
 
 65




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##### 



EXHIBIT A
 4G MVNO Agreement
  66




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##### 



Schedule 2.4(a)(2)
 Intel Opt-In Agreement
  
   Clearwire 4G MVNO Agreement
Option Commercial Agreemen 4G MVNO Agreement Schedule
2.4(a)(3) Attachment 1 Attachment 2
    67




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##### 



AGREED AND ACCEPTED
  
  
 68




---



##### 



EXHIBIT A
 4G MVNO Agreement
  69




---



##### 



Schedule 2.4(a)(3)
 JOINDER AGREEMENT
 Joinder  MVNO Agreement   Joinder Date Joining Party
   Agreement to be Bound
 Notices and Inquiries
 
 Governing Law; Jurisdiction; Exclusive Venue
 Counterparts
 Descriptive Headings
 70




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##### 



[Joining Party]By:Name:Title:
 71




---



##### 



Schedule 2.11.1(e)
  72




---



##### 



Schedule 6.1
  73




---



##### 



Schedule 6.5
  74




---



##### 



Schedule 7.1
  75




---



##### 



EXHIBIT A
  76




---



##### 



EXHIBIT B
  77




---



##### 



EXHIBIT C
  78




---



##### 



Schedule 7.2
  79




---



##### 



Appendix A
  80




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##### 



Schedule 8.1.1(b)
  81




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##### 



Schedule 8.1.1(c)
  82




---



##### 



Schedule 9.4.2(a)
  83




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ATTACHMENT 1
 [*****]
 84




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##### 



ATTACHMENT 2
 [SIG Party Letter Agreement]
  
 
 4G MVNO Agreement
  Parent Subsidiary
  85




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##### 



86




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##### 



[SIG PARTY ULTIMATE PARENT]Name:Title:
  CLEARWIRE COMMUNICATIONS LLCBy:Name:Title:
 87




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##### 



ATTACHMENT 3
 New Clearwire Corporation Letter Agreement
  
 
 
 
 
 4G MVNO Agreement
  Parent Clearwire
  88




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##### 



89




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##### 



CLEARWIRE CORPORATION,
formerly known as NEW CLEARWIRE CORPORATIONName:Title:
  BHN SPECTRUM INVESTMENTS, LLCBy:Name:Title:
 COMCAST MVNO II, LLCBy:Name:Title:
 TIME WARNER CABLE INC.By:Name:Title:
 90




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##### 



SPRINT SPECTRUM L.P.By:Name:Title:
 91