EX-4.4




Exhibit
4.4



[FORM OF WARRANT]



THIS SECURITY AND THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR
ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.



THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A SECURITIES PURCHASE AGREEMENT, DATED
AS OF AUGUST 5, 2005 BY AND AMONG CLEARWIRE CORPORATION, THE GUARANTORS AND THE BUYERS REFERRED TO
THEREIN (THE “SECURITIES PURCHASE AGREEMENT”) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE
BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH SECURITIES PURCHASE AGREEMENT. THE HOLDER OF
THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 5,
2005 BY AND AMONG CLEARWIRE CORPORATION AND THE BUYERS REFERRED TO THEREIN (THE “REGISTRATION
RIGHTS AGREEMENT”) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE
PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT. NO TRANSFER OF THIS WARRANT SHALL BE MADE
WITHOUT COMPLYING WITH THE PROVISIONS OF SECTION 7(a) OF THIS WARRANT.




 









 








CLEARWIRE CORPORATION




WARRANT TO PURCHASE CLASS A COMMON SHARES




Warrant No.:

Number of Class A Common Shares:

Date of Issuance:          (“Issuance Date”)




          Clearwire Corporation, a corporation incorporated under the laws of the state of Delaware (the
“Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Cede & Co., the registered holder hereof or its permitted assigns
(the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at
the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to purchase
Class A Common Shares (as defined herein) (including any Warrants to purchase Class A Common Shares
issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times, but not
after 11:59 p.m., New York Time, on the Expiration Date (as defined below),                      fully paid
nonassessable Class A Common Shares (the “Warrant Shares”). Except as otherwise defined herein,
capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is
one of the Warrants to purchase Class A Common Shares (the “SPA Warrants”) issued pursuant to
Section 1 of that certain Securities Purchase Agreement (the “Securities Purchase Agreement”),
dated as of August 5, 2005 (the “Subscription Date”), by and among the Company and the investors
referred to therein (the “Buyers”).





	1.	 	EXERCISE OF WARRANT.






	 	(a)	 	Mechanics of Exercise. Subject to the terms and conditions hereof
(including, without limitation, the limitations set forth in Section 1(f)), this
Warrant may be exercised by the Holder, in whole or in part, by (i) delivery by
facsimile with a confirmatory written notice by overnight delivery, in the form
attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election
to exercise this Warrant, (ii) delivery of a signed letter substantially in the form
attached hereto as Exhibit B (the “Recertification Letter”), and (iii)(A)
payment to the Company of an amount equal to the applicable Exercise Price multiplied
by the number of Warrant Shares as to which this Warrant is being exercised (the
“Aggregate Exercise Price”) in cash or wire transfer of immediately available funds or
(B) by notifying the Company that this Warrant is being exercised pursuant to a
Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to
deliver the original Warrant in order to effect an exercise hereunder. Execution and
delivery of the Exercise Notice with respect to less than all of the Warrant Shares
shall have the same effect as cancellation of the original Warrant and issuance of a
new Warrant evidencing the right to purchase the remaining number of Warrant Shares.
On or before the second Business Day following the date on which the Company has
received each of the Exercise Notice, the Recertification Letter and the Aggregate
Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”),
the Company shall transmit by facsimile an




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	 	 	 	acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the
Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the
third Business Day following the date on which the Company has received all of the
Exercise Delivery Documents (the “Share Delivery Date”), the Company shall, subject
to applicable law (X) provided that the Transfer Agent is participating in
The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program,
upon the request of the Holder, credit such aggregate number of Class A Common
Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or
its designee’s balance account with DTC through its Deposit Withdrawal Agent
Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, issue and dispatch by overnight courier to
the address as specified in the Exercise Notice, a certificate, registered in the
Company’s share register in the name of the Holder or its designee, for the number
of Class A Common Shares to which the Holder is entitled pursuant to such exercise.
Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in
clause (iii)(A) above or notification to the Company of a Cashless Exercise referred
to in Section 1(d), the Holder shall be deemed for all corporate purposes to have
become the holder of record of the Warrant Shares with respect to which this Warrant
has been exercised, irrespective of the date of delivery of the certificates
evidencing such Warrant Shares. If this Warrant is submitted in connection with any
exercise pursuant to this Section 1(a) and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares
being acquired upon an exercise, then the Company shall as soon as practicable and
in no event later than three Business Days after any exercise and at its own
expense, issue a new Warrant (in accordance with Section 7(d)) representing the
right to purchase the number of Warrant Shares purchasable immediately prior to such
exercise under this Warrant, less the number of Warrant Shares with respect to which
this Warrant is exercised. No fractional Class A Common Shares are to be issued
upon the exercise of this Warrant, but rather the number of Class A Common Shares to
be issued shall be rounded up to the nearest whole number. If a Holder exercises a
Warrant, the Company shall pay any transfer, stamp or similar taxes or duties
related to the issue or delivery of Class A Common Shares upon such exercise. In
addition, the Holder shall pay any such tax which is due because the Holder requests
the shares to be issued in a name other than the Holder’s name. The Transfer Agent
may refuse to deliver the certificate representing the Class A Common Shares being
issued in a name other than the Holder’s name until the Transfer Agent receives a
sum sufficient to pay any tax which will be due because such shares are to be issued
in a name other than the Holder’s name. Nothing herein shall preclude any tax
withholding required by law or regulation.






	 	(b)	 	Exercise Price. For purposes of this Warrant, “Exercise Price” means,
subject to adjustment as provided herein, the lesser of (x) $15.00 and (y) the
arithmetic average of the Volume Weighted Average Price of the Class A Common Shares on
the Principal Market for the first twenty (20) Trading Days after the expiration (the
“Qualified IPO Lock-Up Expiration Date”) of any lock-up restrictions which the Holder
entered into in connection with a Qualified IPO; provided, that,




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	 	 	 	if (i) the Qualified IPO Lock-Up Expiration Date has not occurred or (ii) a
Qualified IPO has not yet occurred on or before the date of exercise, the Exercise
Price shall mean $15.00.






	 	(c)	 	Company’s Failure to Timely Deliver Securities. Subject to Section 13,
if within three (3) Trading Days after the Company’s receipt of the facsimile copy of
an Exercise Notice, with confirmatory notice by overnight delivery, the Company shall
fail to issue and deliver a certificate to the Holder and register such Class A Common
Shares on the Company’s share register or credit the Holder’s balance account with DTC
for the number of Class A Common Shares to which the Holder is entitled upon such
holder’s exercise hereunder, and if on or after such Trading Day the Holder purchases
(in an open market transaction or otherwise) Class A Common Shares to deliver in
satisfaction of a sale by the Holder of Class A Common Shares issuable upon such
exercise that the Holder anticipated receiving from the Company (a “Buy-In”), then the
Company shall, within three Business Days after the Holder’s request, pay cash to the
Holder in an amount equal to the Holder’s total purchase price (including brokerage
commissions, if any) for the Class A Common Shares so purchased (the “Buy-In Price”),
at which point the Company’s obligation to deliver such certificate (and to issue such
Class A Common Shares) shall terminate.






	 	(d)	 	Cashless Exercise. Notwithstanding anything contained herein to the
contrary, the Holder may, in its sole discretion, exercise this Warrant in whole or in
part and, in lieu of making the cash payment otherwise contemplated to be made to the
Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to
receive upon such exercise the “Net Number” of Class A Common Shares determined
according to the following formula (a “Cashless Exercise”):





	 	 	 	 	 
	Net Number =

	 	(A x B) - (A x C)
	 	 
	 

	 	B	 	 
	 
	 	 	 	 
	For purposes of the foregoing formula:







A= the total number of shares with respect to which this Warrant is
then being exercised.




B= the arithmetic average of the Volume Weighted Average Price of
the Class A Common Shares during the twenty (20) Trading Days
immediately preceding the date of the Exercise Notice.




C= the Exercise Price then in effect for the applicable Warrant
Shares at the time of such exercise.




	 	(e)	 	Disputes. In the case of a dispute as to the determination of the
Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall
promptly issue to the Holder the number of Warrant Shares that are not disputed and
resolve such dispute in accordance with Section 13.




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	 	(f)	 	Limitations on Exercises; Beneficial Ownership. Other than in
contemplation of, upon and following a Change of Control, the Company shall not effect
the exercise of this Warrant, and the Holder shall not have the right to exercise this
Warrant, to the extent that after giving effect to such exercise, the Holder (together
with the Holder’s affiliates) would beneficially own in excess of 4.99% (the “Exercise
Limitation”) of the Class A Common Shares outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the Class A Common Shares
beneficially owned by the Holder and its affiliates shall include the Class A Common
Shares issuable upon exercise of the Warrants with respect to which the determination
of such sentence is being made, but shall exclude the Class A Common Shares which would
be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants
beneficially owned by the Holder or any of its affiliates and (ii) exercise or
conversion of the unexercised or nonconverted portion of any other securities of the
Company beneficially owned by such Holder or any of its affiliates (including, without
limitation, any notes or warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this Section 1(f), beneficial ownership shall be calculated
in accordance with Section 13(d) of the United States Securities Exchange Act of 1934,
as amended (the “Exchange Act”). For purposes of this Section 1(f), in determining the
number of outstanding Class A Common Shares, the Holder may rely on the number of
outstanding Class A Common Shares as reflected in (x) the Company’s most recent public
filing with the United States Securities and Exchange Commission (the “SEC”), as the
case may be, (y) a recent public announcement by the Company or (z) any other notice by
the Company or the Transfer Agent setting forth the number of Class A Common Shares
outstanding. For any reason at any time, upon the written or oral request of the
Holder, the Company shall within two (2) Business Days confirm orally and in writing to
the Holder the number of Class A Common Shares then outstanding. In any case, the
number of outstanding Class A Common Shares shall be determined after giving effect to
the conversion or exercise of securities of the Company, including the SPA Warrants, by
the Holder or its affiliates since the date as of which such number of outstanding
Class A Common Shares was reported. By written notice to the Company, the Holder may
increase or decrease the Exercise Limitation to any other percentage not in excess of
9.99% specified in such notice; provided that (A) any such increase will not be
effective until the sixty-first (61st) day after such notice is delivered to
the Company, and (B) any such increase or decrease will apply only to the Holder and
not to any other holder of SPA Warrants. Notwithstanding anything to the contrary,
this provision shall only apply from and after the time that the Company shall have
registered securities pursuant to Section 12 of the Exchange Act.






	2.	 	ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and
the number of Warrant Shares shall be adjusted from time to time as follows:






	 	(a)	 	Adjustment Upon Subdivision or Combination of Class A Common Shares.
If the Company at any time on or after the Subscription Date subdivides (by any stock




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	 	 	 	split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding Class A Common Shares into a greater number of shares, the Exercise
Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately increased. If the
Company at any time on or after the Subscription Date combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding Class A
Common Shares into a smaller number of shares, the Exercise Price in effect
immediately prior to such combination will be proportionately increased and the
number of Warrant Shares will be proportionately decreased. Any adjustment under
this Section 2(a) shall become effective at the close of business on the date the
subdivision or combination becomes effective.






	 	(b)	 	Other Events. If any event (but, for the avoidance of doubt, excluding
Class A Common Shares deemed to have been issued by the Company in connection with any
Excluded Securities) occurs of the type contemplated by the provisions of this Section
2 but not expressly provided for by such provisions (including, without limitation, the
granting of stock appreciation rights, phantom stock rights or other rights with equity
features), then the Company’s Board of Directors will make an appropriate adjustment in
the Exercise Price and the number of Warrant Shares so as to protect the rights of the
Holder; provided, that no such adjustment pursuant to this Section 2(b) will
increase the Exercise Price or decrease the number of Warrant Shares as otherwise
determined pursuant to this Section 2.






	 	(c)	 	Notice of Adjustments; Warrant Deemed Outstanding. Upon any adjustment
of the Exercise Price or of the number or kind of securities into which this Warrant is
exercisable pursuant to the terms of this Warrant, the Company shall give written
notice thereof to the Holder, which notice shall state the Exercise Price or the number
of Warrant Shares or other securities subject to this Warrant resulting from such
adjustment, as the case may be, and shall set forth in reasonable detail the method of
such calculation and the facts upon which such calculation is based. If during the
period beginning on and including August 5, 2005 and ending on the date immediately
preceding the issuance date of the Predecessor Warrant, the Company entered into, or in
accordance with terms of this Warrant would have been deemed to have entered into (had
this Warrant been outstanding at such time), any issuance or sale, or in accordance
with this Section 2 deemed issuance or sale, of any Class A Common Shares (including
the issuance or sale of Class A Common Shares owned or held by or for the account of
the Company), but excluding Class A Common Shares deemed to have been issued by the
Company in connection with any Excluded Securities (as defined in Section 8(a)(i)
below); for a consideration per share (the “New Issuance Price”) less than a price (the
“Applicable Price”) equal to the Exercise Price in effect immediately prior to such
issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”),
subdivision, combination or any other similar event, then solely for purposes of
determining any adjustment under this Section 2 as a result of such Dilutive Issuance,
deemed Dilutive Issuance, subdivision, combination or other similar event, this Warrant
shall be deemed to have been outstanding for purposes




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	 	 	 	of this Section 2 at the time of each such Dilutive Issuance, deemed Dilutive
Issuance, subdivision, combination or other similar event, as applicable.






	 	(d)	 	Reorganization or Reclassification. Any recapitalization,
reorganization or reclassification, in each case which is effected in such a way that
the holders of Class A Common Shares are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in exchange for
Class A Common Shares is referred to herein as “Organic Change.” Prior to the
consummation of any Organic Change, the Company shall make appropriate provision (in
form and substance reasonably satisfactory to the Holders) to insure that each of the
Holders shall thereafter have the right to acquire and receive, in lieu of or addition
to (as the case may be) the shares of Class A Common Shares immediately theretofore
acquirable and receivable upon the exercise of such Holder’s Warrant, such shares of
stock, securities or assets as would have been issued or payable in such Organic Change
(if the holder had exercised this Warrant immediately prior to such Organic Change)
with respect to or in exchange for the number of shares of Common Stock immediately
theretofore acquirable and receivable upon exercise of such Holder’s Warrant had such
Organic Change not taken place. In any such case, the Company shall make appropriate
provision (in form and substance reasonably satisfactory to the Holders) with respect
to such Holders’ rights and interests to insure that the provisions of this Section 2
and Sections 3 and 4 hereof shall thereafter be applicable to the Warrant.






	3.	 	RIGHTS UPON DISTRIBUTION OF ASSETS. Subject to Section 4(a), if the Company shall
declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of Class A Common Shares, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme
of arrangement or other similar transaction) (a “Distribution”), at any time after the
issuance of this Warrant, then, in each such case:






	 	(a)	 	any Exercise Price in effect immediately prior to the close of business on the
record date fixed for the determination of holders of Class A Common Shares entitled to
receive the Distribution shall be reduced, effective as of the close of business on
such record date, to a price determined by multiplying such Exercise Price by a
fraction of which (i) the numerator shall be the Closing Bid Price of the Class A
Common Shares on the Trading Day immediately preceding such record date minus the value
of the Distribution (as determined in good faith by the Company’s Board of Directors)
applicable to one Class A Common Share, and (ii) the denominator shall be the
arithmetic average of the Closing Bid Price of the Class A Common Shares during the
twenty (20) Trading Days immediately preceding such record date; and






	 	(b)	 	the number of Warrant Shares shall be increased to a number of shares equal to
the number of Class A Common Shares obtainable immediately prior to the close of
business on the record date fixed for the determination of holders of Class A Common
Shares entitled to receive the Distribution multiplied by the reciprocal




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	 	 	 	of the fraction set forth in the immediately preceding paragraph (a);
provided, that in the event that the Distribution is of Capital Stock
(“Other Capital Stock”) of a company whose Capital Stock is traded on a national
securities exchange or a national automated quotation system, then the Holder may
elect to receive a warrant to purchase Other Capital Stock in lieu of an increase in
the number of Warrant Shares, the terms of which shall be identical to those of this
Warrant, except that such warrant shall be exercisable into the number of shares of
Other Capital Stock that would have been payable to the Holder pursuant to the
Distribution had the Holder exercised this Warrant immediately prior to such record
date and with an aggregate exercise price equal to the product of the amount by
which the exercise price of this Warrant was decreased with respect to the
Distribution pursuant to the terms of the immediately preceding paragraph (a) and
the number of Warrant Shares calculated in accordance with the first part of this
paragraph (b).






	4.	 	PURCHASE RIGHTS; CHANGE OF CONTROL.






	 	(a)	 	Purchase Rights. If at any time the Company grants, issues or sells
any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property (unless pursuant to pre-emptive rights existing on the date hereof
set forth on Schedule 3(o) to the Securities Purchase Agreement) pro rata to all of
record holders of Class A Common Shares (the “Purchase Rights”), then, upon the
Holder’s election, the Holder will be entitled to acquire, upon the terms applicable to
such Purchase Rights and in lieu of any adjustments to which the Holder is otherwise
entitled under Section 3 above in respect of such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number
of Class A Common Shares acquirable upon complete exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or,
if no such record is taken, the date as of which the record holders of Class A Common
Shares are to be determined for the grant, issue or sale of such Purchase Rights.






	 	(b)	 	Change of Control. The Company shall not enter into or be party to a
Change of Control unless the Successor Entity assumes in writing all of the obligations
of the Company under this Warrant and the other Transaction Documents (as defined in
the Securities Purchase Agreement) in accordance with the provisions of this Section
(4)(b) pursuant to written agreements in form and substance reasonably satisfactory to
the Required Holders, including agreements to deliver to each holder of SPA Warrants in
exchange for such SPA Warrants a security of the Successor Entity evidenced by a
written instrument substantially similar in form and substance to this Warrant,
including, without limitation, an adjusted Exercise Price equal to the lesser of the
Exercise Price that is then in effect and the value for the Class A Common Shares
reflected by the terms of any such Change of Control (provided that if over two-thirds
of the consideration for the Class A Common Shares in a Change of Control consists of
cash or property other than equity securities then the Exercise Price shall be adjusted
to the lesser of the Exercise Price that is then in effect and the price that is 90% of
the value for the




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	 	 	 	Class A Common Shares reflected by the Change of Control), exercisable for the
Adjusted Warrant Consideration (as defined below). Upon the occurrence of any
Change of Control, the Successor Entity, if other than the Company, shall succeed
to, and be substituted for (so that from and after the date of such Change of
Control, the provisions of this Warrant referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the
Company and shall assume all of the obligations of the Company under this Warrant
with the same effect as if such Successor Entity had been named as the Company
herein. Upon consummation of any Change of Control, the Successor Entity shall
deliver to the Holder confirmation that there shall be issued upon exercise of this
Warrant at any time after the consummation of the Change of Control, in lieu of the
Class A Common Shares (or other securities, cash, assets or other property)
purchasable upon the exercise of the Warrant prior to such Change of Control, such
shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights) which the Holder would
have been entitled to receive upon the happening of such Change of Control had this
Warrant been converted immediately prior to such Change of Control, as adjusted in
accordance with the provisions of this Warrant (the “Adjusted Warrant
Consideration”). In addition to and not in substitution for any other rights
hereunder, prior to the consummation of any Change of Control pursuant to which
holders of Class A Common Shares are entitled to receive securities or other assets
with respect to or in exchange for Class A Common Shares (a “Corporate Event”), the
Company shall make appropriate provision to insure that the Holder will thereafter
have the right to receive upon an exercise of this Warrant at any time after the
consummation of the Change of Control but prior to the Expiration Date, in lieu of
the Class A Common Shares (or other securities, cash, assets or other property)
purchasable upon the exercise of this Warrant prior to such Change of Control, such
shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights) which the Holder would
have been entitled to receive upon the happening of such Change of Control had the
Warrant been exercised immediately prior to such Change of Control. Provision made
pursuant to the preceding sentence shall be in form and substance reasonably
satisfactory to the Required Holders. In connection with any Change of Control in
which all holders of Class A Common Shares and securities convertible into,
exercisable for and exchangeable for Class A Common Shares are solely to receive in
such Change of Control cash and/or securities of an entity that is not a publicly
traded corporation whose Capital Stock is quoted on or listed on a securities
exchange or quotation system in exchange for such securities, the Company shall have
the right to require the Holder to sell all or any portion of its Warrants to the
Company for cash payable at consummation of such Change of Control in an amount
equal to the greatest of (i) the product of (a) the total number of shares for which
this Warrant may be exercised and (b) $7.50, (ii) the product of (a) the total
number of shares for which this Warrant may be exercised and (b) the difference
between the Exercise Price then in effect and the consideration per share received
in such Change of Control and (iii) the product of (a) the total number of shares
for which this Warrant may be exercised and (b) the value per Warrant Share of





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	 	 	 	the remaining unexercised portion of this Warrant on the date of such consummation,
which value shall be determined by use of the Black-Scholes Option Pricing Model
reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for
a period equal to the remaining term of this Warrant as of such date of request and
(B) an expected volatility equal to the greater of 60% and, to the extent
applicable, the 100 day volatility obtained from the historical price volatility
(“HVG”) function on Bloomberg. The provisions of this Section shall apply similarly
and equally to successive Change of Control and Corporate Events and shall be
applied without regard to any limitations on the exercise of this Warrant.






	5.	 	NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not,
by amendment of its Certificate of Incorporation, Bylaws or through any reorganization,
transfer of assets, consolidation, merger, amalgamation, scheme or plan of arrangement,
dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, and will at all times
in good faith carry out all the provisions of this Warrant and take all action as may be
required to protect the rights of the Holder. Without limiting the generality of the
foregoing, the Company (i) shall not increase the par value of any Class A Common Shares
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii)
shall take all such actions as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Class A Common Shares upon the exercise
of this Warrant, and (iii) shall, so long as any of the SPA Warrants are outstanding, take all
action necessary to reserve and keep available out of its authorized and unissued Class A
Common Shares, solely for the purpose of effecting the exercise of the SPA Warrants, the
number of Class A Common Shares as shall from time to time be necessary to effect the exercise
of the SPA Warrants then outstanding (without regard to any limitations on exercise).






	6.	 	WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided
herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the
Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which such Person is then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company or by
creditors of the Company. Notwithstanding this Section 6, the Company shall provide the
Holder with copies of the same notices and other information given to the stockholders of the
Company generally, contemporaneously with the giving thereof to the stockholders.






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	7.	 	REISSUANCE OF WARRANTS.






	 	(a)	 	Transfer of Warrant. This Warrant may only be offered, sold or
otherwise transferred (a) pursuant to an effective registration statement under the
1933 Act, (b) to the Company, (c) to an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, (d) to a
“qualified institutional buyer” in accordance with Rule 144A of the 1933 Act, (e)
outside the United States in accordance with Rule 904 of Regulation S of the 1933 Act,
(f) pursuant to the exemption from registration provided by Rule 144 under the 1933 Act
(if available) or (g) pursuant to another available exception from the registration
requirements of the Securities Act, subject to the Company’s right prior to any such
offer, sale or transfer pursuant to clause (g) to require the delivery of an opinion of
counsel, certification and/or other information reasonably satisfactory to it that does
not require registration under the 1933 Act or applicable state securities laws, and
the holder shall furnish to the Company an opinion to such effect from counsel of
recognized standing reasonably satisfactory to the Company prior to such offer, sale or
transfer. If this Warrant is to be transferred, the Holder shall surrender this
Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the
order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares
being transferred by the Holder and, if less then the total number of Warrant Shares
then underlying this Warrant is being transferred, a new Warrant (in accordance with
Section 7(d)) to the Holder representing the right to purchase the number of Warrant
Shares not being transferred and the transferee shall agree to be bound by the terms
hereof.
	 
	 	 	 	No transfer of a Warrant to any Person shall be effective if such transfer would, in
the reasonable judgment of the Company, require the Company or any of its
subsidiaries to become subject to the reporting requirements under the Exchange Act.
	 
	 	(b)	 	Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and, in the case of loss, theft or destruction, of any
indemnification undertaking by the Holder to the Company in a form reasonably
acceptable to the Company and, in the case of mutilation, upon surrender and
cancellation of this Warrant, the Company shall execute and deliver to the Holder a new
Warrant (in accordance with Section 7(d)) representing the right to purchase the
Warrant Shares then underlying this Warrant.
	 
	 	(c)	 	Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon
the surrender hereof by the Holder at the principal office of the Company, for a new
Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the
right to purchase the number of Warrant Shares then underlying this Warrant, and each
such new Warrant will represent the right to purchase such portion of such Warrant
Shares as is designated by the Holder at the time of such surrender; provided,
however, that no Warrants for fractional Class A Common Shares shall be given.




11









 






	 	(d)	 	Issuance of New Warrants. Whenever the Company is required to issue a
new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of
like tenor with this Warrant, (ii) shall represent, as indicated on the face of such
new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or
in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the
Warrant Shares designated by the Holder which, when added to the number of Class A
Common Shares underlying the other new Warrants issued in connection with such
issuance, does not exceed the number of Warrant Shares then underlying this Warrant),
(iii) shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date unless such Warrant was issued in connection with a
transfer, and (iv) shall have the same rights and conditions as this Warrant.






	8.	 	RIGHT OF PARTICIPATION IN ADDITIONAL ISSUANCES OF SECURITIES.






	 	(a)	 	For purposes of this Section 8(a), the following definitions shall apply.






	 	(i)	 	“Excluded Securities” means (A) shares issued pursuant to
Section IV, Section 2(d) of the Company’s Certificate of Incorporation; (B) shares
(and/or options, warrants or other share purchase rights, and the shares
issued pursuant to such options, warrants or other rights) issuable or issued
to employees, consultants, directors or others with whom the Company conducts
business, provided, that (I) such shares, options, warrants or other
rights are issued directly in a transaction approved by the Board of Directors
of the Company or pursuant to a stock option plan or restricted stock plan
approved by the Board of Directors of the Company and (II) each of the
foregoing transactions is for non-financing purposes; (C) shares (and/or
options, warrants or other share purchase rights, and the shares issued
pursuant to such options, warrants or other rights) issued to financial
institutions or lessors in connection with commercial credit arrangements,
equipment financing or similar transactions provided, that such shares,
options, warrants or other rights are issued directly in a transaction approved
by the Board of Directors of the Company; (D) shares (and/or options, warrants
or other share purchase rights, and the shares issued pursuant to such options,
warrants or other rights) issued pursuant to transactions involving technology
licensing, research or development activities, the use or acquisition of
strategic assets, properties or rights, or the distribution, manufacture or
marketing of the Company’s products, provided that (I) such shares, options,
warrants or other rights are issued directly in a transaction approved by the
Board of Directors of the Company or pursuant to a stock option plan or
restricted stock plan approved by the Board of Directors of the Company and
(II) each of the foregoing transactions is for nonfinancing purposes; (E)
shares issuable or issued in connection with bona fide acquisitions of or by
the Company whether by merger, consolidation, sale of assets, sale or exchange
of stock or otherwise, provided that the terms of such acquisition are
approved by the Board of Directors of the Company; (F) shares (and/or options,
warrants or other share purchase rights, and the shares issued pursuant to




12









 






	 	 	 	such options, warrants or other rights) issued or issuable (i) to the public
pursuant to a registered public offering or (ii) upon exercise of rights
granted to underwriters in connection with such registered public offering;
(G) shares (and/or options, warrants or other share purchase rights, and the
shares issued pursuant to such options, warrants or other rights) issuable
or issued pursuant to agreements and warrants existing on the date hereof;
(H) shares issued upon conversion of convertible securities or instruments
outstanding on the date hereof; and/or (I) shares issued in connection with
any stock split, stock dividend, reverse stock split or other distribution
of shares that does not affect the economic interests or rights of holders
of shares.
	 
	 	(ii)	 	“New Shares” means, except for any additional Warrants issued
after the date hereof under the Securities Purchase Agreement, shares of the
Company’s capital stock, or securities or instruments convertible into or
exchangeable or exercisable for shares of the Company’s capital stock, of any
class of capital stock of the Company, other than the Excluded Securities.
	 
	 	(iii)	 	“Subsequent Placement” means (A) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any New Shares or (B)
enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of Common Stock whether
any such transaction described in clause (A) or (B) above is to be settled by
delivery of New Shares or other securities, in cash or otherwise.






	9.	 	NOTICES. Whenever notice is required to be given under this Warrant, unless
otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the
Securities Purchase Agreement. The Company shall provide the Holder with prompt written
notice of all actions taken pursuant to this Warrant, including in reasonable detail a
description of such action and the reason therefore. Without limiting the generality of the
foregoing, the Company will give written notice to the Holder (i) within ten (10) business
days after any adjustment of the Exercise Price, setting forth in reasonable detail, and
certifying, the calculation of such adjustment, (ii) at least fifteen days prior to the date
on which the Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the Class A Common Shares, (B) with respect to any grants, issuances or
sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property to holders of Class A Common Shares or (C) for determining rights to vote
with respect to any Change of Control, dissolution or liquidation, provided, in each
case, that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder and (iii) at least 15 days prior to any Change of
Control (other than pursuant to clause (iii) of such definition, in which case within one (1)
day of the Company’s knowledge of such transaction or proposed transaction).




13









 












	10.	 	AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this
Warrant may be amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Required Holders; provided, that no such action may increase
the exercise price of any SPA Warrant or decrease the number of shares or class of stock
obtainable upon exercise of any SPA Warrant without the written consent of the Holder. No
such amendment shall be effective to the extent that it applies to less than all of the
holders of the SPA Warrants then outstanding.






	11.	 	GOVERNING LAW; JURISDICTION; JURY TRIAL. All questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York.
Subject to Section 13, each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in The City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each
party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Warrant and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.






	12.	 	CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the
Company and all the Buyers and shall not be construed against any person as the drafter
hereof. The headings of this Warrant are for convenience of reference and shall not form part
of, or affect the interpretation of, this Warrant.






	13.	 	DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise
Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within two Business Days of
receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder.
If the Holder and the Company are unable to agree upon such determination or calculation of
the Exercise Price or the Warrant Shares within three Business Days of such disputed
determination or arithmetic calculation being submitted to the Holder, then the Company shall,
within two Business Days submit via facsimile (a) the disputed determination of the Exercise
Price to an independent, reputable investment bank selected by the Company and approved by the
Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside




14









 







	 	 	accountant. The Company shall cause at its expense the investment bank or the accountant, as the case
may be, to perform the determinations or calculations and notify the Company and the Holder
of the results no later than ten Business Days from the time it receives the disputed
determinations or calculations. Such investment bank’s or accountant’s determination or
calculation, as the case may be, shall be binding upon all parties absent demonstrable
error.






	14.	 	REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided
in this Warrant shall be cumulative and in addition to all other remedies available under this
Warrant and the other Transaction Documents, at law or in equity (including a decree of
specific performance and/or other injunctive relief), and nothing herein shall limit the right
of the Holder to pursue actual damages for any failure by the Company to comply with the terms
of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Holder and that the remedy at law for any such breach may
be inadequate. The Company therefore agrees that, in the event of any such breach or
threatened breach, the holder of this Warrant shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach, without the necessity of showing
economic loss and without any bond or other security being required.






	15.	 	TRANSFER. Subject to Section 7 hereof, this Warrant may be offered for sale, sold,
transferred or assigned without the consent of the Company.






	16.	 	CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have
the following meanings:






	 	(a)	 	“Black-Scholes” means the general application of the Black-Scholes Option
Pricing Model.
	 
	 	(b)	 	“Bloomberg” means Bloomberg Financial Markets.
	 
	 	(c)	 	“Business Day” means each day that is not a Legal Holiday.
	 
	 	(d)	 	“Capital Stock” means any and all shares, interests, participations, rights or
other equivalents (however designated) of corporate stock, including, without
limitation, with respect to partnerships, partnership interests (whether general or
limited) and any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, such
partnership.





               “Change of Control” means a change of control of the Company, or any successor entity that is
subject to the terms of this Warrant, which shall be deemed to have occurred at such time after the
Issue Date as any of the following events shall occur:



               (1) any sale, lease, exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the Company’s assets to any person or group of related
persons (other than to any of the Company’s wholly owned Subsidiaries);



15









 





               (2) the approval by the holders of the Company’s Capital Stock of any plan or proposal for
liquidation or dissolution; and



               (3) if any person or group (other than a person or group of persons comprised solely of
shareholders of the Company as of the Issue Date or their Affiliates) shall become the beneficial
owner, directly or indirectly, of shares representing more than 50% of the aggregate voting power
represented by the issued and outstanding Voting Stock of the Company.



               For purposes of the definition of Change of Control:



               “person” or “group” have the meanings given to them for purposes of Sections 13(d) and 14(d)
of the Exchange Act or any successor provisions, and the term “group” includes any group acting for
the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d5(b)(1)
under the Exchange Act, or any successor provision;



               a “beneficial owner” will be determined in accordance with Rule 13d-3 under the Exchange Act,
as in effect on the date of this Warrant, except that the number of shares of Voting Stock of the
Company will be deemed to include all outstanding shares of Voting Stock of the Company and
unissued shares deemed to be held by the “person” or “group” or other person with respect to which
the determination is being made, but shall not include any unissued shares deemed to be held by all
other persons;



               “beneficially owned” has a meaning correlative to that of beneficial owner; and



               “unissued shares” means shares of Voting Stock not outstanding that are subject to options,
warrants, rights to purchase or conversion privileges exercisable within 60 days of the date of
determination of a Change of Control.




	 	(e)	 	“Closing Bid Price” and “Closing Sale Price” for each day shall be the last
reported bid price or last reported sale price, respectively, or in case no such
reported sale takes place on such date, the average of the reported closing bid prices,
or the asked prices, respectively, on such date in either case on the Nasdaq Stock
Market or, if the Class A Common Shares are not listed or admitted to trading on the
Nasdaq Stock Market, the average of the reported closing bid prices, or the asked
prices, respectively, on such date in either case on the principal national securities
exchange on which the Class A Common Shares are listed or admitted to trading or, if
not listed or admitted to trading on any national securities exchange, the closing bid
price or sales price, respectively, or in case no reported sale takes place, the
average of the closing bid and asked prices, respectively, on such date as furnished by
any two members of the Financial Industry Regulatory Authority, Inc. selected from time
to time by the Company for that purpose. If no such prices are available, the Closing
Bid Price or the Closing Sale Price, as the case may be, of such security on such date
shall be the fair value of a Class A Common Share as reasonably determined in good
faith by the Board of Directors, in consultation with a financial advisor the Company
determines in good faith is reasonably proficient in valuing equity interests. All
such determinations shall be appropriately adjusted for any stock dividend, stock




16









 






	 	 	 	split, reclassification, reorganization, recapitalization, combination, reverse
stock split or other similar event during the applicable calculation period.
	 
	 	(f)	 	“Class A Common Shares” means (i) shares of the Company’s Class A Common Stock,
par value $0.0001 per share, and (ii) any share capital into which such Class A Common
Stock shall have been changed or any share capital resulting from a reclassification of
such Class A Common Stock.
	 
	 	(g)	 	“Closing” means the consummation of the transactions contemplated by the
Transaction Agreement and Plan of Merger, dated May 7, 2008, by and among the Clearwire
Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc.,
Bright House Networks, LLC, Google Inc. and Intel Corporation.
	 
	 	(h)	 	“Convertible Securities” means any stock or securities (other than Options)
directly or indirectly convertible into or exercisable or exchangeable for Class A
Common Shares.
	 
	 	(i)	 	“Effective Date” means the date on which the Registration Statement (as defined
in the Registration Rights Agreement) is first declared effective by the SEC.
	 
	 	(j)	 	“Expiration Date” means the date that is the later of (i) the fifth anniversary
of the Original Issuance Date and (ii) the second anniversary of the Qualified IPO
Lock-Up Expiration Date, or if such later date falls on a day other than a Business Day
or on which trading does not take place on an Principal Market (a “Holiday”), the next
date that is not a Holiday; provided, however, if, at any time after
the Effective Date and prior to the original Expiration Date the Registration Statement
(as defined in the Registration Rights Agreement) is not effective and available for
the resale of all of the Registrable Securities (as defined in the Registration Rights
Agreement) (including during a Suspension Period (as defined in the Registration Rights
Agreement)), such original Expiration Date shall automatically be extended by such
number of days after the Effective Date and prior to the original Expiration Date that
the Registration Statement was not effective and available for the resale of all of the
Registrable Securities.
	 
	 	(k)	 	“Legal Holiday” is a Saturday, Sunday or a day on which state or federally
chartered banking institutions in New York, New York are not required to be open.
	 
	 	(l)	 	“Options” means any rights, warrants or options to subscribe for or purchase
Class A Common Shares or Convertible Securities.
	 
	 	(m)	 	“Original Issuance Date” means the Issuance Date of the Predecessor Warrant, as
defined in such Predecessor Warrant.
	 
	 	(n)	 	“Parent Entity” of a Person means an entity that, directly or indirectly,
controls the applicable Person and whose common stock or equivalent equity security is
quoted or listed on an Principal Market, or, if there is more than one such Person




17









 






	 	 	 	or Parent Entity, the Person or Parent Entity with the largest public market
capitalization as of the date of consummation of the Change of Control.
	 
	 	(o)	 	“Person” means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, any other entity
and a government or any department or agency thereof.
	 
	 	(p)	 	“Predecessor Warrant” means that certain warrant issued by Clearwire
Corporation prior to, and not in connection with, the Closing, in exchange for which
this Warrant was issued.
	 
	 	(q)	 	“Principal Market” means The New York Stock Exchange, Inc. or the Nasdaq Stock
Market, as the case may be.
	 
	 	(r)	 	“Qualified IPO” shall have the meaning set forth in that certain Indenture,
dated as of August 5, 2005, by and among Clearwire Corporation, the guarantors and The
Bank of New York Mellon (formerly known as The Bank of New York), as trustee.
	 
	 	(s)	 	“Required Holders” means the holders of the SPA Warrants representing at least
a majority of Class A Common Shares underlying the SPA Warrants then outstanding.
	 
	 	(t)	 	“SPA Notes” means the notes issued pursuant to the Securities Purchase
Agreement.
	 
	 	(u)	 	“Successor Entity” means the Person (or, if so elected by the Required Holders,
the Parent Entity) formed by, resulting from, continuing from or surviving any Change
of Control or the Person (or, if so elected by the Required Holders, the Parent Entity)
with which such Change of Control shall have been entered into.
	 
	 	(v)	 	“Trading Days” means (i) if the Class A Common Shares are quoted on the Nasdaq
Stock Market or any other system of automated dissemination of quotations of securities
prices, days on which trades may be effected through such system, (ii) if the Class A
Common Shares are listed or admitted for trading on any national or regional securities
exchange, days on which such national or regional securities exchange is open for
business or (iii) if the Class A Common Shares are not listed on a national or regional
securities exchange or quoted on the Nasdaq Stock Market or any other system of
automated dissemination of quotation of securities prices, days on which the Class A
Common Shares are traded regular way in the over-the-counter market and for which a
closing bid and a closing asked price for the Class A Common Shares are available.
	 
	 	(w)	 	“Volume Weighted Average Price” means, for any security as of any date, the
dollar volume-weighted average price for such security on the Principal Market during
the period beginning at 9:30:01 a.m., New York Time (or such other time as the
Principal Market publicly announces is the official open of trading), and ending at
4:00:00 p.m., New York Time (or such other time as the Principal Market publicly
announces is the official close of trading) as reported by





18









 





	 	 	 	Bloomberg through its “Volume at Price” functions or by the Principal Market, or, if
the foregoing does not apply, the dollar volume-weighted average price of such
security in the over-the-counter market on the electronic bulletin board for such
security during the period beginning at 9:30:01 a.m., New York Time (or such other
time as such market publicly announces is the official open of trading), and ending
at 4:00:00 p.m., New York Time (or such other time as such market publicly announces
is the official close of trading) as reported by Bloomberg or by the Principal
Market, or, if no dollar volume-weighted average price is reported for such security
by Bloomberg or by the Principal Market for such hours, the average of the highest
closing bid price and the lowest closing ask price of any of the market makers for
such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the
National Quotation Bureau, Inc.). If the Weighted Average Price cannot be
calculated for a security on a particular date on any of the foregoing bases, the
Weighted Average Price of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. All such determinations to be
appropriately adjusted for any share dividend, share split, share combination or
other similar transaction during the applicable calculation period.





[Signature Page Follows]




19









 





               IN WITNESS WHEREOF, the Company has caused this Warrant to purchase Class A Common Stock to be
duly executed as of the Issuance Date set out above.



	 	 	 	 	 
	 	CLEARWIRE CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT A




EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE CLASS A COMMON SHARES




CLEARWIRE CORPORATION




          The undersigned holder hereby exercises the right to purchase                                          of the Class A
Common Shares (“Warrant Shares”) of Clearwire Corporation, a corporation incorporated under the
laws of the state of Delaware (the “Company”), evidenced by the attached Warrant to purchase Class
A Common Shares (the “Warrant”). Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.





     1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be
made as:



	 	 	 	 	 
	 

	 	                    
	 	a “Cash Exercise” with respect to                                         
Warrant Shares; and/or
	 
	 	 	 	 
	 

	 	                    
	 	a “Cashless Exercise” with respect to                                         
Warrant Shares.






     2. Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with
respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the
Aggregate Exercise Price in the sum of $                                         to the Company in accordance with the
terms of the Warrant.



     3. Delivery of Warrant Shares. The Company shall deliver to the holder                      Warrant
Shares in accordance with the terms of the Warrant.



	 	 	 	 	 	 	 	 	 
	Date:

	 	 
	 	 
	, 	 
	 	 
	 

	 	 
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	Name of Registered Holder
	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 






 









 






ACKNOWLEDGMENT




     The Company hereby acknowledges this Exercise Notice and hereby directs [Insert Name of
Transfer Agent] to issue the above indicated number of Class A Common Shares to [Insert Name of
Holder] in accordance with the Transfer Agent Instructions dated ___, from the Company and
acknowledged and agreed to by [Insert Name of Transfer Agent].



	 	 	 	 	 
	 	CLEARWIRE CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT B




Form of Letter to be Delivered

upon Exercise of Warrants




Clearwire Corporation



Dear Sirs:




          We are delivering this letter in connection with the purchase of shares of Class A Common
Stock (the “Shares”) of Clearwire Corporation (the “Company”), a corporation existing under the
laws of the state of Delaware, upon the exercise of warrants of the Company (“Warrants”).




          We hereby confirm that:





     (a) we are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the United States Securities Act of 1933 (the “1933 Act”);



     (b) we are purchasing the Shares for our own account;



     (c) we have such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of purchasing the Shares;



     (d) we are not acquiring the Shares with a view to distribution thereof or with any present
intention of offering or selling any of the Shares, except (A) pursuant to an effective
registration statement under the 1933 Act; (B) to the Company; (C) outside the United States in
accordance with Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local
laws; or (D) within the United States (1) in accordance with the exemption from registration under
the 1933 Act provided by Rule 144 or Rule 144A thereunder, if available, and in compliance with any
applicable state securities laws or (2) in a transaction that does not require registration under
the 1933 Act or applicable state securities laws, and the offeror, seller or transferor shall
furnish to the Company an opinion to such effect from counsel of recognized standing reasonably
satisfactory to the Company prior to such offer, sale or transfer.



     (e) we acknowledge that we have had access to such financial and other information as we deem
necessary in connection with our decision to purchase the Shares; and



     (f) we acknowledge that we are not purchasing the Shares as a result of advertisements,
articles, notices or other communications published in any newspaper, magazine or similar media or
broadcast over radio or television.



     We understand that the Shares are being offered in a transaction not involving any public
offering within the United States within the meaning of the 1933 Act and that the Shares have not
been and, other than under the Registration Rights Agreement dated as of August 5, 2005 among the
Company and the buyers referred to therein, will not be registered under the 1933 Act. We further
understand that any Shares acquired by us will be in the form of definitive



 









 







physical certificates and that such certificates will bear a legend reflecting the substance
of paragraph (d) above.



     We acknowledge that you will rely upon our confirmations, acknowledgements and agreements set
forth herein.



(Name of Holder)




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	Address: