exv4w2








Exhibit 4.2








	RIGHTS CERTIFICATE #: NUMBER OF RIGHTS: THE TERMS
AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH
IN THE COMPANY’S PROSPECTUS
DATED DECEMBER 21, 2009 (THE “PROSPECTUS”) AND ARE
INCORPORATED HEREIN BY REFERENCE. COPIES OF
THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
GEORGESON, INC., AS THE INFORMATION AGENT. Clearwire
Corporation Incorporated under the laws of the State
of Delaware            CUSIP NO.:: SUBSCRIPTION RIGHTS
CERTIFICATE Evidencing Subscription Rights to
Purchase Shares of Class A Common Stock of Clearwire
Corporation Subscription Price: $7.33 per share
VOID IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW
YORK CITY TIME, ON JUNE 21, 2010, UNLESS EXTENDED BY
THE COMPANY REGISTERED
OWNER: THIS CERTIFIES THAT the
registered owner whose name is inscribed hereon is
the owner of the number of transferable subscription
rights (“Rights”) set forth above. Each whole Right
entitles the holder thereof to subscribe for and
purchase 0.4336 shares of Class A Common Stock, par
value $0.0001 per share (the “Class A Common
Stock”), of Clearwire Corporation, a Delaware
corporation, at a subscription price of $7.33 per
share (the “Subscription Privilege”), pursuant to a
rights offering (the “Rights Offering”), on the
terms and subject to the conditions set forth in the
Prospectus and in the “Instructions as to Use of
Clearwire Corporation
Corporation Subscription Rights Certificates”
accompanying this Subscription Rights Certificate.
The Rights represented by this Subscription Rights
Certificate may be exercised by duly completing Form
1 and any other appropriate forms on the reverse
side hereof and by retuning the full payment of the
subscription price for each share of Class A Common
Stock as to which the Rights evidenced by this
Subscription Rights Certificate are exercised, in
accordance with the “Instructions as to Use of
Clearwire Corporation Subscription Rights
Certificates” that accompany this Subscription
Rights Certificate. The Rights represented by this
Subscription Rights Certificate are governed by the
laws of the State of Delaware. Transferable upon
the books of Clearwire Corporation, in person or by
duly authorized attorney upon surrender of this
Subscription Rights Certificate properly endorsed.
This Subscription Rights Certificate is not valid
unless countersigned by the subscription agent and
registered by the registrar. Witness the seal of
Clearwire Corporation and the signatures of its duly
authorized officers Dated:
 
Hope F. Cochran
Senior Vice President, Finance and Treasurer
 
Broay R. Hodder
Senior Vice President,
General Counsel and Secretary





 









 










	DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE Delivery other than in the manner or to
the addresses listed below will not constitute valid delivery. If delivering by hand:
American Stock Transfer & Trust Company Attn: Reorganization Department 59 Maiden Lane New
York, New York 10038 If delivering by mail or overnight courier: American Stock Transfer &
Trust Company Operations Center Attn: Reorganization Department 6201 15th Avenue
Brooklyn, New York 11219 PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.FORM 1-EXERCISE
OF SUBSCRIPTION RIGHTS To subscribe for shares pursuant to your Subscription Privilege, please
complete lines (a) and (b) and sign under Form 4 below. To the extent you subscribe for more
shares than you are entitled, you will be deemed to have elected to purchase the maximum number of
shares for which you are entitled to subscribe. (a) EXERCISE OF SUBSCRIPTION PRIVILEGE: I exercise
___rights            x 0.4336 = ___(no. of rights) (ratio) (no. of new
shares) Therefore, I apply for ___shares x $ 7.33 = $___(no.
of new shares) (subscription price) (amount enclosed) (b)METHOD OF PAYMENT (CHECK
ONE)  ̈ Cashier’s or certified check drawn on a U.S. bank, payable to “American Stock Transfer
& Trust Company, as Subscription Agent.”  ̈ Wire transfer of immediately available funds
directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription
Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55
Water Street, New York, New York 10005, ABA #021000021, Account # ___American Stock
Transfer Clearwire Corporation, with reference to the rights holder’s name. FORM 2-TRANSFER TO
DESIGNATED TRANSFEREE To transfer your subscription rights to another person, complete this Form 2
and have your signature guaranteed under Form 5. For value received ___of the
subscription rights represented by this Subscription Rights Certificate are assigned to:
___
___Social Security # or Taxpayer ID
#:___Signature(s):
___IMPORTANT: The signature(s) must correspond
with the name(s) as printed on the reverse of this Subscription Rights Certificate in every
particular, without alteration or enlargement, or any other change whatsoever.
FORM 3-DELIVERY TO DIFFERENT ADDRESS If you wish for the Class A Common Stock underlying your
subscription rights, a
certificate representing unexercised subscription rights or the proceeds of any sale of
subscription rights to be delivered to an address different from that shown on the face
of this Subscription Rights Certificate, please enter the alternate address below, sign
under Form 4 and have your signature guaranteed under Form 5.
___
___~S.CONT___
___FORM 4-SIGNATURE TO
SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and
I hereby irrevocably subscribe for the number of shares indicated above on the terms and
conditions specified in the Prospectus. Signature(s):
___IMPORTANT: The signature(s) must
correspond with the name(s) as printed on the reverse of this Subscription Rights
Certificate in every particular, without alteration or enlargement, or any other change
whatsoever. FORM 5-SIGNATURE GUARANTEE This form must be completed if you have completed
any portion of Forms 2 or 3. Signature Guaranteed:
___(Name of Bank or Firm)
By:___(Signature of Officer)
IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution
(bank, stock broker, savings & loan association or credit union) with membershi
p in an
approved signature guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15. ~S.CONT FOR INSTRUCTIONS ON THE USE OF CLEARWIRE CORPORATION
SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT GEORGESON, INC., THE INFORMATION AGENT, AT
(800) 279-6913.