<PAGE>

                                                                     EXHIBIT 4.1

                                AMENDMENTS TO THE
                              CLEARWIRE CORPORATION
                             2003 STOCK OPTION PLAN

Pursuant to the authorization and direction of the Board of Directors of
Clearwire Corporation, the following amendments to the Clearwire Corporation
2003 Stock Option Plan (the "Plan") have been adopted, effective as of the dates
set forth below:

<TABLE>
<CAPTION>
DATE OF AMENDMENT   SECTION   TEXT OR EFFECT OF AMENDMENT
-----------------   -------   ---------------------------
<S>                 <C>       <C>
April 15, 2004                The name of the Plan was changed from the "Flux US
                              Corp 2003 Stock Option Plan" to the "Clearwire
                              Corporation 2003 Stock Option Plan."

December 6, 2004      3.1     Increase of number of shares of Class A Common
                              Stock available for issuance under the Plan from
                              12,000,000 to 30,000,000
</TABLE>


                                        1

<PAGE>

                                  FLUX US CORP.

                             2003 STOCK OPTION PLAN

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Section 1.  Purpose......................................................     1
Section 2.  Definitions..................................................     1
Section 3.  Stock Subject to This Plan...................................     2
Section 4.  Administration...............................................     3
Section 5.  Options and Eligible Participants............................     4
Section 6.  Provisions Applicable to All Options.........................     4
Section 7.  Provisions applicable to ISOs Only...........................     6
Section 8.  Employment with Related Entities.............................     6
Section 9.  Termination of Relationship with Company.....................     7
Section 10. Options Not Transferable.....................................     8
Section 11. Changes in Company's Capital Structure.......................     8
Section 12. Securities Regulation and Other Required Approvals...........    10
Section 13. Withholding Tax Requirement..................................    11
Section 14. Status of Shareholder........................................    11
Section 15. Rights and Relationships.....................................    11
Section 16. Amendment and Termination....................................    12
Section 17. Applicable Law; Resolving Disputes...........................    12
Section 18. Effectiveness of This Plan...................................    12
</TABLE>

<PAGE>

                                 FLUX US CORP.

                             2003 STOCK OPTION PLAN

     SECTION 1. PURPOSE. The purpose of this Flux US Corp. 2003 Stock Option
Plan (this "Plan") is to provide a means for Flux US Corp. (the "Company") and
related entities to continue to attract, motivate and retain key employees,
consultants and other independent contractors, and to provide these individuals
with greater incentive for their service to the Company (and related entities)
by linking their interests in the Company's success with those of the Company
and its shareholders.

     SECTION 2. DEFINITIONS. When used in this Plan the following terms are
defined as set forth below:

          "ADMINISTRATOR" has the meaning provided in Section 4.

          "BOARD" means the Board of Directors of the Company.

          "CAPITALIZATION CHANGE" has the meaning provided in Section 11.1.

          "CAUSE" has the meaning provided in Section 9.1.2.

          "CODE" means the Internal Revenue Code of 1986, as amended.

          "COMMON STOCK" has the meaning provided in Section 3.

          "COMPANY" means Flux US Corp., a Delaware corporation

          "EFFECTIVE DATE" has the meaning provided in Section 18.

          "ELIGIBLE PARTICIPANTS" has the meaning provided in Section 5.2.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

          "EXERCISE PRICE" means the amount to be paid by an Optionee to
exercise an Option.

          "FAIR MARKET VALUE" of a share of Class A Common Stock is the fair
market value established in good faith by the Administrator, unless one of the
following applies: (a) If the Class A Common Stock is listed on the Nasdaq
National Market, then the Fair Market Value is the closing sales price for the
Class A Common Stock as recorded by the Nasdaq National Market for the
immediately preceding trading day; (b) if the Class A Common Stock is listed on
the New York Stock Exchange, the American Stock Exchange or other established
exchange, then the Fair Market Value is the closing sales price for the Class A
Common Stock as such price is officially quoted in the composite tape of
transactions on such exchange for the immediately preceding trading day; (c) if
the Class A Common Stock is publicly traded but not on an established exchange,
then the Fair Market Value is the closing sales price for the Class A


PAGE 1 - 2003 STOCK OPTION PLAN

<PAGE>

Common Stock as such price is officially listed on the NASD Over the Counter
Bulletin Board System, or other applicable or successor system, for the
immediately preceding trading day; or (d) if the Class A Common Stock is
publicly traded but there is no reported closing sales price on the applicable
exchange or system for the date in question, then such price on the last
preceding date for which a closing sales price exists shall be determinative of
Fair Market Value.

          "GRANT DATE" means the date on which the Administrator completes the
corporate action relating to the grant of an Option and all conditions precedent
to the grant have been satisfied, provided that conditions relating to
exercisability or vesting of an Option shall not defer the Grant Date.

          "ISO" or "Incentive Stock Option" has the meaning provided in Section
5.1.

          "NQSO" or "Nonqualified Stock Option" has the meaning provided in
Section 5.1.

          "OPTION" means an option granted pursuant to this Plan for the
purchase of shares of Common Stock.

          "OPTION AGREEMENT" means a written agreement that details the terms
and conditions of a particular Option.

          "OPTIONEE" means an individual or entity who has received an Option
under this Plan.

          "PLAN" means this Flux US Corp. 2003 Stock Option Plan.

          "RELATED ENTITY" means any entity that, directly or indirectly, is in
control of, or is controlled by, or under common control with, the Company.

          "SALES EVENT" has the meaning provided in Section 11.2.1.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "TOTAL DISABILITY" has the meaning provided in Section 9.2.

     SECTION 3. STOCK SUBJECT TO THIS PLAN. The stock issuable under this Plan
is the Company's Class A Common Stock, with voting rights, either authorized but
unissued or reacquired by the Company (referred to hereafter as either "Common
Stock" or "Class A Common Stock").

          3.1 AMOUNT. Subject to adjustment under Section 11.1, the maximum
amount of Common Stock that may be issued for Options under this Plan is
12,000,000 shares, as such Class A Common Stock was constituted on the Effective
Date.

          3.2 RETURNED SHARES. If any outstanding Option expires, or is
exchanged, canceled or terminated for any reason without having been exercised
or realized in full, then the


PAGE 2 - 2003 STOCK OPTION PLAN

<PAGE>

unpurchased or unissued shares subject to such Options will again be available
for issuance under this Plan. If the Company repurchases shares of Class A
Common Stock issued pursuant to an Option, then the repurchased shares will not
be available again for issuance under this Plan, unless the shares relate to an
Option (or portion of an Option) that was exercised prior to becoming vested,
which shares are then repurchased by the Company, for the Optionee's Exercise
Price, in conjunction with the Optionee terminating employment or services with
the Company prior to satisfaction of the underlying vesting schedule, in which
case the repurchased shares will again be available for issuance under this
Plan; provided, that the aggregate number of shares that may be issued upon the
exercise of ISOs will in no event exceed 2,000,000, subject to adjustment from
time to time as provided in Section 11.1.

     SECTION 4. ADMINISTRATION.

          4.1 ADMINISTRATOR. The Board of Directors of the Company will
administer this Plan, except to the extent that it delegates administrative
responsibilities to a committee or subcommittee. The body charged with
administering the Plan is referred to as the "Administrator." Notwithstanding
the delegation of administrative authority, the Board has exclusive authority to
(a) amend or terminate this Plan as provided in Section 16, and (b) remove
members from and add members to a committee or subcommittee acting as the
Administrator. The Administrator may further delegate administrative duties to
those officers and managers of the Company as it so determines.

          4.2 PROCEDURES. The Administrator may hold meetings at such times and
places as it determines, and from time to time adopt and amend rules and
regulations relating to the administration of this Plan, provided that absent
the adoption of any formal rules, the acts of a majority of the members of the
Administrator at a meeting, or acts approved in writing by all Administrator
members, are valid acts of the Administrator.

          4.3 RESPONSIBILITIES. Except as stated elsewhere in this Plan, the
Administrator has full discretionary authority to determine all matters relating
to Options, including but not limited to (a) the selection of Eligible
Participants to receive Options, (b) the number of shares subject to each
Option, (c) the Exercise Price to be paid for any Option, (d) any vesting or
forfeiture schedule, (e) the acceleration of the exercise date, and (f) the
extension of the exercise period. In exercising its authority to set the terms
and conditions of an Option, and subject only to the limits of applicable law,
the Administrator shall be under no obligation or duty to treat similarly
situated Optionees in the same manner, and any action taken by the Administrator
with respect to the grant of an Option to one individual shall in no way
obligate the Administrator to take the same or similar action with respect to
any other individual. The Administrator may exercise its discretion in a manner
such that Options granted to individuals who are foreign nationals or are
employed outside the United States contain terms and conditions that are
different from the provisions otherwise anticipated in this Plan, but which are
consistent with the tax and other laws of applicable foreign jurisdictions and
consistent with the Company's objectives in establishing this Plan.

          4.4 PLAN CONSTRUCTION AND INTERPRETATION. Subject to Section 4.5, the
Administrator may correct any defect, supply any omission, or reconcile any
inconsistency (a)


PAGE 3 - 2003 STOCK OPTION PLAN
<PAGE>

within this Plan, (b) between this Plan and any related agreement, or (c)
between this Plan and any rule or regulation promulgated under this Plan, in the
manner and to the extent the Administrator deems appropriate to carry out this
Plan. The Administrator's interpretation or construction of any such Plan
provision, related agreement, rule or regulation shall be final, conclusive and
binding on all interested parties.

          4.5 AMENDMENT OF OPTIONS. The Administrator may modify or amend
outstanding Options granted under this Plan. The modification or amendment of an
outstanding Option shall not, without the consent of the Optionee, impair,
diminish or terminate any of the rights of the Optionee or any of the
obligations of the Company under the Option, except as otherwise provided in
this Plan, or as required to comply with applicable law. Unless the Optionee
agrees otherwise, any changes or adjustments made to outstanding ISOs granted
under this Plan will be made in a manner so as not to constitute a
"modification," as defined in Code Section 424(h), and so as not to cause any
ISO to fail to continue to qualify under Code Section 422(b).

     SECTION 5. OPTIONS AND ELIGIBLE PARTICIPANTS.

          5.1 TYPES. Subject to Section 4, the Administrator may, from time to
time, grant under this Plan (i) incentive stock options (also referred to as
"ISOs"), as defined in Code Section 422, or (ii) options that do not qualify as
ISOs (referred to as "nonqualified stock options" or "NQSOs"). ISOs and NQSOs
may be granted singly or in combination.

          5.2 ELIGIBLE PARTICIPANTS. The Administrator, as it determines from
time to time, may grant Options to officers, directors and employees of the
Company and its Related Entities. The Administrator may also grant Options to
consultants, agents, advisors and independent contractors who provide services
to the Company or its Related Entities, or both, provided that such Option
recipients (a) are natural persons or an alter-ego entity, (b) render bona fide
services that are not in connection with the offer and sale of the Company's
securities in a capital-raising transaction and (c) render bona fide services
that do not directly or indirectly promote or maintain a market for the
Company's securities.

          5.3 TERMS AND CONDITIONS. The terms and conditions of Options granted
under this Plan need not be identical in any respect, even when grants are made
simultaneously or to persons with the same or similar status.

     SECTION 6. PROVISIONS APPLICABLE TO ALL OPTIONS. The provisions of this
Section 6 apply to both ISOs and NQSOs.

          6.1 OPTION AGREEMENT. Each Option will be evidenced by an Option
Agreement that incorporates this Plan by reference and describes the terms and
conditions of the Option. In particular, the Option Agreement will specify the
number of shares of Common Stock that may be purchased, whether the Option is an
ISO or a NQSO, the Option's expiration date, the schedule (if any) under which
the Option may be exercised, the Exercise Price, and any other terms,
conditions, restrictions, representations or warranties required by the
Administrator.


PAGE 4 - 2003 STOCK OPTION PLAN


<PAGE>

          6.2 EXERCISE PRICE. The Administrator will determine the Exercise
Price of NQSOs and ISOs, provided that subject to the requirements of Section 7,
the per share Exercise Price with respect to an ISO will be at least the Fair
Market Value of a share of the Common Stock as of the Grant Date.

          6.3 TERM. The term of each Option will be ten years from the Grant
Date, unless a shorter period is required under Section 7 or the Administrator
establishes a shorter period of time.

          6.4 VESTING. To ensure the Company achieves the purposes and receives
the benefits contemplated in this Plan, any Option granted under this Plan
shall, unless the condition of this Section 6.4 is waived or modified in the
Option Agreement or by action of the Administrator, be exercisable according to
the following schedule:

<TABLE>
<CAPTION>
Period of Optionee's Continuous
 Service Relationship With the
   Company or Related Entity      Portion of Total Option
     From The Grant Date            That Is Exercisable
-------------------------------   -----------------------
<S>                               <C>
Less than 1 year                              0%
1 year                                       25%
2 years                                      50%
3 years                                      75%
After 4 Years                               100%
</TABLE>

          The Administrator may, in its complete discretion, provide in an
Option Agreement (or addendum to a previously issued Option Agreement) for the
Optionee's ability to exercise his or her Option prior to vesting, provided that
the Company may require that such shares be held in escrow until the Optionee
satisfies the applicable vesting schedule, that such shares be subject to a
requirement that they may not be sold, gifted or otherwise transferred prior to
vesting, and that if the Optionee terminates employment or other service
relationship with the Company prior to satisfaction of the applicable vesting
schedule, then the Company may (but will not be obligated to) repurchase the
shares that relate to the unvested portion of the Option at the time of
termination, with the Company's repurchase price being the Optionee's original
Exercise Price. In connection with an Optionee's exercise of an Option prior to
vesting, the Optionee may file an election under Code Section 83(b) to
accelerate the tax consequence of the exercise.

          6.5 EXERCISE. The Recipient may exercise Options by delivering written
notice to the Administrator of the number of shares sought to be exercised,
together with payment of the Exercise Price. The Administrator may specify the
form of such notice and the manner of its delivery. Subject to any vesting
schedule in the Option Agreement and to any additional holding period required
by law, the Optionee may exercise each Option in whole or in part, except that
only whole shares of Common Stock will be issued pursuant to the exercise of any
Option.


PAGE 5 - 2003 STOCK OPTION PLAN


<PAGE>

          6.6 PAYMENT OF EXERCISE PRICE. An Optionee must pay the Exercise Price
in full at the time of exercise. Payment of the Exercise Price shall be in cash,
by bank certified or cashier's check or by personal check (unless at the time of
exercise the Administrator in a particular case determines not to accept a
personal check). The Administrator may determine in its complete discretion, as
of the Grant Date for ISOs or at any time before exercise for NQSOs, that
alternative forms of payment will be permitted, including but not limited to
installment payments on such terms as the Administrator may determine or various
cashless exercise arrangements. Unless otherwise provided by the Administrator,
an Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Common Stock unless the shares either have been owned by
the Optionee for more than six months (and were not used for another Option
exercise by attestation during that period) or were not acquired, directly or
indirectly, from the Company.

     SECTION 7. PROVISIONS APPLICABLE TO ISOs ONLY. ISOs are subject to the
following terms and conditions, in addition to the provisions of Section 6:

          7.1 GREATER THAN 10% SHAREHOLDERS. If the Company grants ISOs to an
employee who owns more than 10% of the total combined voting power of all
classes of stock of the Company, with stock ownership to be determined in light
of the attribution rules set forth in Code Section 424(d), the term of such ISO
may not exceed five years and the Exercise Price may be not less than 110% of
the Fair Market Value of the Common Stock on the ISO's Grant Date. To the extent
an Option purports to be an ISO but exceeds these limits, the Option will be
deemed to be a NQSO.

          7.2 LIMITATION ON VALUE. The aggregate Fair Market Value of all shares
available under ISOs (under this Plan and any other incentive stock option plan
of the Company or a Related Entity) that are exercisable for the first time in
any calendar year may not exceed $100,000. For purposes of this limit. Fair
Market Value is measured as of the Grant Date of the applicable Option. To the
extent Options are granted as ISOs but exceed the $100,000 threshold, the
Options beyond the $100,000 threshold (starting with the most recent grants)
shall be treated as NQSOs. If the Code is amended to provide for a different
limitation from that set forth in this Section 7.2, then that different
limitation will be deemed incorporated into this Plan, effective as of the date
and with respect to those Options as dictated by the applicable amendment to the
Code. If an Option is treated as possessing both ISOs and NQSOs by virtue of the
limitation of this Section 7.2, then upon exercise the Optionee may designate
whether the portion being exercised constitutes ISOs or NQSOs (or both). In the
absence of a designation by the Optionee, the Optionee will be deemed to have
first exercised the ISO portion of the Option. The Plan Administrator may direct
that separate certificates be issued to reflect the exercise of ISOs versus the
exercise of NQSOs.

     SECTION 8. EMPLOYMENT WITH RELATED ENTITIES. For purposes of this Plan,
being engaged in employment or other service relationship with a Related Entity
constitutes employment or other service relationship with the Company. In
particular, the provisions of Section 9, below, shall apply by using the terms
"Company" and "Related Entity" interchangeably. A transfer between the Company
and one or more Related Entities will not constitute a termination of employment
or other service relationship with the Company (provided


PAGE 6 - 2003 STOCK OPTION PLAN

<PAGE>

that pursuant to Section 9.4, a change in status from an employee to a
non-employee worker will constitute a termination of employment for federal tax
purposes with respect to ISOs).

     SECTION 9. TERMINATION OF RELATIONSHIP WITH COMPANY. Except as provided
otherwise in the applicable Option Agreement, all Options that are unvested
automatically expire upon termination of an Optionee's employment or other
service relationship with the Company for any reason. And except as provided
otherwise in the applicable Option Agreement, the effect of a termination of
employment or other service relationship upon vested Options is as follows:

          9.1 TERMINATION FOR CAUSE.

               9.1.1 EFFECT UPON OPTIONS. If the Company terminates an
Optionee's employment or other service relationship for Cause, then, as of the
Company's first discovery of any of the grounds for termination for Cause, any
Option held by that Optionee shall automatically terminate. If an Optionee is
suspended pending an investigation of whether or not the Optionee will be
terminated for Cause, then all of the Optionee's rights under any Option will
also be suspended during the period of investigation.

               9.1.2 DEFINITION OF CAUSE. Termination for "Cause" means the
Optionee's (a) willful refusal to perform his obligations to the Company, (b)
willful misconduct contrary to the interests of the Company, (c) commission of a
serious criminal act whether denominated a felony, misdemeanor or otherwise, or
(d) engaging in activities directly in competition or antithetical to the best
interests of the Company. To the extent an Optionee is a party to an employment
agreement or offer letter of employment with the Company that defines "cause" or
a similar term, then the meaning set forth in that agreement shall also be
considered "Cause" for purposes of this Plan.

          9.2 TERMINATION BECAUSE OF TOTAL DISABILITY. If an Optionee's
employment or other service relationship with the Company terminates because of
a "Total Disability," as defined below, then the Optionee's vested Options
(determined as of the termination) shall not expire (and any ISOs will not cease
to be treated as ISOs) until the sooner of (i) the end of the 12-month period
following such termination or (ii) the normal expiration date of the Option. For
purposes of this Plan, Total Disability means a mental or physical impairment
that (a) causes an individual to be unable to engage in any substantial gainful
activity, after reasonable accommodation, and (b) is expected to result in death
or has lasted or is expected to last for a continuous period of 12 months or
more. The status of Total Disability will be determined by the Administrator
and, if requested by the affected Optionee, two independent physicians, and
shall be deemed to exist on the first day after the Administrator (and the two
independent physicians, if applicable) reach the conclusion. The application of
this Section 9.2 will not accelerate the vesting of Options.

          9.3 TERMINATION BECAUSE OF, OR SHORTLY BEFORE, DEATH. If an Optionee
dies (a) while still engaged in a service relationship with the Company or (b)
within the three-month period (or 12-month period in the case of Total
Disability) following cessation of such relationship, then any vested Options
may be exercised at any time prior to (i) the end of the 12-month period
following the death or (ii) the regular expiration date applicable to the
Option,


PAGE 7 - 2003 STOCK OPTION PLAN

<PAGE>

whichever is earlier. The application of this Section 9.3 will not accelerate
the vesting of Options. The vested portion of the Option (determined as of the
Optionee's date of death) may be exercised by the personal representative or the
person to whom the Optionee's rights pass by will or by the laws of descent and
distribution.

          9.4 OTHER TERMINATIONS. If an Optionee's relationship with the Company
terminates for a reason other than Cause, death, or Total Disability, the
Optionee may exercise outstanding Options until the earlier of (a) the end of
the three-month period following termination of an Optionee's employment or
other service relationship with the Company, or (b) the expiration date stated
in the Option Agreement, after which all unexercised Options will expire.
However, the Administrator may extend the exercise period, in its the sole
discretion, provided that ISOs exercised beyond the three-month period following
termination of an Optionee's employment with the Company will be treated as
NQSOs. Unless provided otherwise in an individual Option Agreement, an
Optionee's change in status from being an employee to a non-employee worker
(such as a consultant) will not constitute a termination of the Optionee's
employment with the Company for purposes of applying the provisions of this
Section 9.4 to any ISOs held by the Optionee, provided that the Optionee's
exercise of any ISO beyond the three-month period following the change of the
Optionee's status from being an employee to a non-employee worker will be
treated as the exercise of a NQSO.

          9.5 MILITARY LEAVE, SICK LEAVE AND BONA FIDE LEAVE OF ABSENCE. To the
extent determined by the Administrator, an Optionee's employment or other
working relationship with the Company may be deemed to continue while the
Optionee is on military leave, sick leave or other bona fide leave of absence.
However, with respect to ISOs, employment will not be deemed to continue beyond
the first 90 days of leave, unless the individual's reemployment rights are
guaranteed by statute or by contract.

     SECTION 10. OPTIONS NOT TRANSFERABLE. Options are personal to the Optionee
during the Optionee's lifetime and may not be transferred, assigned, pledged,
attached or otherwise disposed of in any manner, except by will or the laws of
descent and distribution. Any attempt to transfer, assign, pledge, attach or
otherwise dispose of any Option contrary to this Section 10 will be null and
void.

     SECTION 11. CHANGES IN COMPANY'S CAPITAL STRUCTURE.

          11.1 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
merger, consolidation, reorganization, stock split, stock dividend or other
event causing a capital adjustment affecting the number of outstanding shares of
Common Stock ("Capitalization Change"), the Administrator will make
corresponding adjustments to preserve the relative value of Options. To that end
the Administrator will make adjustments, as necessary, in: (a) The aggregate
number or kind of shares for which Options may be granted under this Plan; (b)
the number or kind of shares covered by any outstanding Options under this Plan;
and (c) other terms of this Plan or outstanding Options that merit a change in
conjunction with the Capitalization Change. Any fractional shares resulting from
an adjustment will be disregarded. In the event the Company issues additional
shares of Common Stock for consideration (including non-cash consideration),
neither the total amount of shares subject to this Plan, nor the amount of


PAGE 8 - 2003 STOCK OPTION PLAN

<PAGE>

shares subject to any outstanding Option, will be adjusted. The Administrator's
determination as to what adjustments should be made and the extent of the
adjustments will be final, binding and conclusive.

          11.2 EFFECT OF SALE, MERGER OR EXCHANGE.

               11.2.1 TERMINATION OF OPTIONS. Subject to Section 11.2.2, upon
the completion of a "Sales Event" (as defined below) any unexercised Options
will expire and cease to be effective, provided that Optionees will have advance
notice and an opportunity prior to the Sales Event to exercise any vested
Options. In the alternative, at the complete discretion of the Administrator,
the Company may (i) determine to cash out some or all of the unexercised, vested
Options by paying each affected Optionee an amount equal to the Fair Market
Value of a share of Common Stock (as determined for purposes of the Sales
Event), multiplied by the number of shares of Common Stock available under the
vested portion of the Optionee's Option, reduced by the aggregate Exercise Price
associated with that portion of the Option, or (ii) continue some or all of the
Options, subject to the same terms and conditions (including the vesting
schedule, if any) that applied prior to the Sales Event, modified as deemed
appropriate by the Administrator in conjunction with the Sales Event. For
purposes of this Plan a "Sales Event" will include the consummation of (a) a
complete liquidation of the Company, (b) a sale to an unrelated Company of
substantially all of the Company's assets, (c) a sale of the Company's stock
after which voting control of the Company is held by persons who were not
shareholders of the Company prior to the sale or (d) a merger, consolidation,
reorganization or other similar event that shifts voting control of the Company
(or any successor entity) to persons who were not shareholders of the Company
prior to the transaction. Unless provided otherwise in the applicable Option
Agreements, or pursuant to an action of the Board, the vesting schedules
applicable to outstanding Options will not accelerate in connection with a Sales
Event.

               11.2.2 CONVERSION ON STOCK FOR STOCK EXCHANGE. If pursuant to a
Sales Event the shareholders of the Company receive capital stock of another
corporation ("Exchange Stock") in exchange for their shares of Common Stock,
then the Company and the corporation issuing the Exchange Stock may (at their
discretion) provide that any unexercised Options under this Plan will be
converted into options to purchase shares of Exchange Stock. The number of
shares and exercise price of options for Exchange Stock will be determined by
adjusting the number of shares and Exercise Price of the unexercised Options in
the same proportion as used for determining the number of shares of Exchange
Stock that the shareholders of Common Stock receive in the transaction. Other
than the potential changes to the Exercise Price and number of shares of the
outstanding Options, all of the terms and conditions relating to the converted
Options under this Plan shall apply to options for the Exchange Stock, unless
otherwise determined by the Administrator.

          11.3 NO RESTRICTION ON ABILITY TO ACCOMPLISH CORPORATE CHANGES. This
Plan and Options granted hereunder will not in anyway limit the right or power
of the Company, or its stockholders, to make or authorize any or all adjustments
in correction with recapitalizations, reorganizations or other changes in the
Company's structure or its business, or any merger or consolidation of the
Company, or any issuance of stock or of options, warrants or rights to purchase
stock or bonds, debentures, preferred or prior preference stocks whose rights


PAGE 9 - 2003 STOCK OPTION PLAN

<PAGE>

are superior to or affect the Common Stock or rights of holders thereof or which
are convertible into or exchangeable for Common Stock, the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any corporate act or proceeding, whether of a similar
character or otherwise.

     SECTION 12. SECURITIES REGULATION AND OTHER REQUIRED APPROVALS. The Company
shall not issue shares subject to an Option unless the exercise, issuance and
delivery of such shares comply with all relevant provisions of law, including
any applicable state securities laws, the Securities Act, the Exchange Act, any
relevant securities rules and regulations, and the requirements of any stock
exchange upon which the shares may then be listed. The issuance of shares shall
be further subject to the approval of counsel for the Company with respect to
such compliance, including the availability of an exemption from registration
for the issuance and sale of any shares under this Plan.

          12.1 EFFECT OF LACK OF AUTHORITY. The Company will use its best
efforts to obtain from the appropriate regulatory agencies any requisite
authorization in order to issue the number of shares of its Common Stock as
needed to satisfy the requirements of this Plan. The Company's inability to
obtain the authority that Company's counsel deems to be necessary for the lawful
issuance of any shares under this Plan, or the unavailability of an exemption
from registration for the issuance and sale of any shares under this Plan, shall
relieve the Company of any liability with respect to the non-issuance of such
shares.

          12.2 SECTION 16(B) COMPLIANCE; BIFURCATION OF PLAN. As long as the
Company registers any of its equity securities pursuant to Section 12(b) or
12(g) of the Exchange Act, this Plan and the Options granted under this Plan
shall comply in all respects with Rule 16b-3 under the Exchange Act (or any
successor rule). If any Plan provision is later found not to be in compliance
with Rule l6b-3, the provision shall be deemed null and void, or if possible
construed in favor of its meeting the requirements of Rule 16b-3.
Notwithstanding anything in this Plan to the contrary, the Administrator, in its
absolute discretion, may bifurcate this Plan so as to restrict, limit or
condition the use of any provision of this Plan to Optionees who are officers
and directors subject to Section 16(b) of the Exchange Act without so
restricting, limiting or conditioning other Optionees. This provision shall not
obligate the Company to undertake registration of any of the Options or shares
of Common Stock.

          12.3 REPRESENTATIONS AND WARRANTIES. As a condition to granting any
Option, the Company may require the recipient to make any representation or
warranty to the Company as may be required, in the judgment of the Company,
including executing and delivering to the Company an agreement as may from time
to time be necessary to comply with federal and state securities laws. At the
election of the Company, a stop-transfer order against any shares of stock may
be placed on the official stock books and records of the Company, and a legend
may be stamped on stock certificates indicating that the stock may not be
pledged, sold or otherwise transferred unless an opinion of counsel is provided
(concurred in by counsel for the Company) stating that such transfer is not in
violation of any applicable law or regulation.

          12.4 LEGENDS ON OPTION AGREEMENTS AND STOCK CERTIFICATES. Unless an
appropriate registration statement is filed pursuant to the Securities Act, with
respect to the


PAGE 10 - 2003 STOCK OPTION PLAN

<PAGE>

shares of Common Stock issued under this Plan, each certificate representing
such Common Stock shall be endorsed with the following legend or its equivalent:

          The securities represented by this certificate have not been
          registered under the Securities Act of 1933, as amended (the "Act) and
          may not be sold, assigned, offered or otherwise transferred unless (a)
          there is an effective registration statement under the Act, or (b) the
          Company receives an opinion of legal counsel for the holder of these
          securities (concurred in by legal counsel for the Company) stating
          that the transaction is exempt from registration or the Company
          otherwise satisfies itself that the transaction is exempt from
          registration.

In addition to this legend, each Option Agreement and each certificate
representing shares of Common Stock acquired through an Option shall be endorsed
with all legends, if any, which are required by applicable state securities laws
and the Administrator.

     SECTION 13. WITHHOLDING TAX REQUIREMENT. The Company will have the right to
retain and withhold from any payment of cash, or shares of Common Stock, the
amount of taxes required by any government to be withheld. The Company may
require an individual receiving cash or shares of Common Stock under this Plan
to advance or reimburse the Company for any such taxes required to be withheld
and may withhold any distribution in whole or in part until the Company is so
reimbursed. In lieu of withholding or reimbursement, the Company has the right
to withhold from any other cash amounts due or to become due from the Company to
the individual in an amount equal to the taxes, or to retain and withhold a
number of shares having a market value not less than the amount of the taxes
required to be withheld as reimbursement for any taxes and cancel (in whole or
in part) any shares so withheld.

     SECTION 14. STATUS OF SHAREHOLDER. No Optionee, nor any party to which an
Optionee's rights and privileges may pass, will have any of the rights or
privileges of a shareholder of the Company with respect to the shares related to
an Option unless, until and to the extent the Option has been properly exercised
for shares.

     SECTION 15. RIGHTS AND RELATIONSHIPS.

          15.1 THIS PLAN. This Plan is purely voluntary on the part of the
Company. The adoption or continuance of this Plan will not be deemed to
constitute a commitment to Eligible Participants by the Company to continue this
Plan.

          15.2 NO EMPLOYMENT CONTRACT. Nothing in this Plan, nor in any Option
granted pursuant to this Plan, shall give any Optionee any right to continued
employment with the Company or a Related Entity, or to interfere in any way with
the right of the Company (or Related Entity) to terminate the Optionee's
employment or service relationship with the Company at any time.


PAGE 11 - 2003 STOCK OPTION PLAN

<PAGE>

     SECTION 16. AMENDMENT AND TERMINATION.

          16.1 BOARD ACTION. The Board may at any time suspend, amend or
terminate this Plan, provided that the approval of the Company's shareholders is
necessary within 12 months before or after the adoption by the Board of any
amendment which will (a) increase the number of shares reserved for the issuance
of Options under this Plan; or (b) permit the granting of Options to a class of
persons other than those presently permitted to receive Options under this Plan.

          16.2 AUTOMATIC TERMINATION. Unless sooner terminated by the Board,
this Plan shall terminate ten years from the earlier of (a) the date on which
this Plan is adopted by the Board or (b) the date on which this Plan is approved
by the shareholders of the Company.

          16.3 EFFECT. No Option may be granted after the termination or during
any suspension of this Plan. In addition, no amendment, suspension or
termination of this Plan shall adversely affect Options granted on or prior to
the date thereof, without the consent of the Optionees, unless expressly
provided for in this Plan or a particular Option Agreement.

     SECTION 17. APPLICABLE LAW; RESOLVING DISPUTES. This Plan shall be governed
and construed in accordance with the laws of the State of Washington. Any
dispute arising regarding an Option under this Plan will be resolved by single
arbitrator arbitration, conducted pursuant to the Revised Code of Washington,
Chapter 7.04, modified as described herein. Demand for arbitration shall be in
writing, delivered to the applicable party or parties. If the parties cannot
agree to an arbitrator within 30 days of the initial demand for arbitration,
either party may petition the King County Superior Court for the appointment of
an arbitrator by the Court. Once appointed, the arbitrator shall allow discovery
as described in the Civil Rules for Washington Superior Court. The hearing shall
be conducted within 120 days after the arbitrator's appointment, unless
otherwise agreed in writing by the parties. The arbitrator shall render a
written decision within 30 days after completion of the hearing. The prevailing
party shall be entitled to attorney's fees and costs, including its portion of
the arbitrator's fee.

     SECTION 18. EFFECTIVENESS OF THIS PLAN. This Plan shall become effective
upon adoption by the Board (which shall be the "Effective Date"), so long as it
is approved by the Company's shareholders any time within 12 months before or
after the adoption of this Plan.


PAGE 12 - 2003 STOCK OPTION PLAN
<PAGE>

                             AMENDMENT NO. 3 TO THE
                             CLEARWIRE CORPORATION
                             2003 STOCK OPTION PLAN

     THIRD AMENDMENT, dated as of November 26, 2008 (this "Amendment"), to the
Clearwire Corporation 2003 Stock Option Plan, by the Board of Directors (the
"Board") of Clearwire Corporation. (the "Company").

     WHEREAS, the Company, Sprint Nextel Corporation, Comcast Corporation, Time
Warner Cable Inc., Bright House Networks, LLC, Google Inc., and Intel
Corporation entered into a Transaction Agreement and Plan of Merger, dated as of
May 7, 2008 (the "Transaction Agreement");

     WHEREAS, pursuant to the Transaction Agreement, Clearwire Corporation will
be merged into an indirect, wholly-owned limited liability company subsidiary of
New Clearwire Corporation ("New Clearwire") (the "Merger");

     WHEREAS, each share of Clearwire Corporation's Class A common stock, par
value $0.0001 per share will be converted into the right to receive one share of
New Clearwire's Class A common stock, par value $0.0001 per share in the Merger;

     WHEREAS, immediately following the consummation of the Merger, New
Clearwire will be renamed Clearwire Corporation; and

     WHEREAS, in connection with the Merger, the Board of Directors of the
Company wishes to (i) amend the Clearwire Corporation 2003 Stock Option Plan
(the "Plan"); and (ii) assign the Plan, as amended, to New Clearwire.

     NOW, THEREFORE, pursuant to the power reserved to it in Section 16.1 of the
Plan, the Board of Directors hereby amends the Plan, effective upon the Merger,
as follows:

1.   The definitions of "Company" and "Plan" contained in Article II of the Plan
     shall be replaced and superseded, respectively, with the following
     definitions:

          "'Company' means New Clearwire Corporation (to be renamed Clearwire
     Corporation) and any successor thereto."

2.   Section 16.2 of the Plan shall be replaced and superseded with the
     following new first sentence:

          "AUTOMATIC TERMINATION.  Unless sooner terminated by the Board, this
     Plan shall terminate on December 2, 2013, ten years from the earlier of (a)
     the date on which this Plan was adopted by the board of directors of
     Clearwire Corporation or (b) the date on which this Plan was approved by
     the shareholders of Clearwire Corporation."
<PAGE>



3.   For the avoidance of doubt, this Amendment No. 3 shall be null and void if
     the Transaction Agreement is terminated prior to the consummation of the
     Merger.

4.   Except as set forth in this Amendment No. 3, the Plan shall remain in full
     force and effect in all other respects.

     IN WITNESS WHEREOF, the Company has caused this Amendment No. 3 to be
executed this 26th day of November, 2008.

                                       CLEARWIRE CORPORATION

                                       /s/ Broady Hodder
                                       -----------------------------------------
                                       By:  Broady Hodder
                                       Its: Vice President and General Counsel


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