<PAGE>

                                                                   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

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                                TABLE OF CONTENTS
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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
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                                TABLE OF CONTENTS
                                   (continued)

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     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
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                             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

<PAGE>

                           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.

<PAGE>

      "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
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      "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
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      "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
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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
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      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
<PAGE>

      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
<PAGE>

      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
<PAGE>

      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
<PAGE>

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
<PAGE>

            (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
<PAGE>

      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
<PAGE>

                                   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
<PAGE>

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
<PAGE>

      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
<PAGE>

      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
<PAGE>


      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
<PAGE>

                                     * * *

            (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
<PAGE>

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
<PAGE>

      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
<PAGE>

      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
<PAGE>

            (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
<PAGE>

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
<PAGE>

      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
<PAGE>

      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
<PAGE>

      [***] 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
<PAGE>

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
<PAGE>

            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
<PAGE>


      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
<PAGE>

                                    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

<PAGE>

      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
<PAGE>

      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
<PAGE>

                                    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

<PAGE>

      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
<PAGE>

      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
<PAGE>

                                    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
<PAGE>

      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

<PAGE>

                                   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

<PAGE>

                                    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

<PAGE>

                                    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

<PAGE>

                                   EXHIBIT G

<PAGE>

                                                                  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

<PAGE>

[***] 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
<PAGE>

      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