exv10w1






Exhibit 10.1




CLEARWIRE CORPORATION




INDEMNIFICATION AGREEMENT




     This INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of                     , 2008,
by and between CLEARWIRE CORPORATION (the “Company”), a Delaware corporation, and
                                        , (“Indemnitee”).



Recitals




     A. The Company desires to attract and retain the involvement of highly qualified individuals,
such as Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to be involved
with the Company.



     B. The Company and Indemnitee each recognize the continued difficulty in obtaining liability
insurance for its directors, officers, employees, agents and fiduciaries, the significant increases
in the cost of such insurance and the general reductions in the coverage of such insurance.



     C. The Company and Indemnitee each further recognize the substantial increase in corporate
litigation in general, subjecting directors, officers, employees, agents and fiduciaries to
expensive litigation risks at the same time as the availability and coverage of liability insurance
has been severely limited.



     D. In view of the considerations set forth above, the Company desires that Indemnitee be
indemnified by the Company as set forth herein.



Agreement




     Now, therefore, the Company and Indemnitee hereby agree as set forth below.



     1. Certain Definitions.



          (a) “Affiliate” of an individual, joint venture, corporation, limited liability company,
trust, unincorporated organization or other entity (each a “Person”) means a Person that directly
or indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, the first Person, and with respect to a natural person includes any child, stepchild,
grandchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, and includes adoptive relationships. “Controlled
by” and “under common control with” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management policies of a Person, whether through the ownership
of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.




          (b) “Change in Control” shall mean, and shall be deemed to have occurred if, on or after the
date of this Agreement, (i) any “person” or “group” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange



 









 






Act”)), other than a trustee or other fiduciary holding securities under an employee benefit
plan of the Company acting in such capacity or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing more than thirty percent (30%) of
the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during
any period of two consecutive years, individuals who at the beginning of such period constitute the
Board of Directors of the Company and any new director whose election by the Board of Directors or
nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger
or consolidation of the Company with any other corporation other than a merger or consolidation
which would result in the Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least two-thirds (2/3) of the total voting power represented
by the Voting Securities of the Company or such surviving entity outstanding immediately after such
merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of (in one transaction or
a series of related transactions) all or substantially all of the Company’s assets.




          (c) “Claim” shall mean any threatened, pending or completed action, suit, proceeding or
alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee
believes might lead to the institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or otherwise.




          (d) References to the “Company” shall include, in addition to Clearwire Corporation, any
resulting or constituent corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees, agents, control persons, stockholders,
or fiduciaries, so that if Indemnitee is or was or may be deemed a director, officer, employee,
agent, control person, stockholder or fiduciary of such constituent corporation, or is or was or
may be deemed to be serving at the request of such constituent corporation as a director, officer,
employee, control person, stockholder, agent or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting or surviving
corporation as Indemnitee would have with respect to such constituent corporation if its separate
existence had continued.




          (e) “Expenses” shall mean any and all expenses (including attorneys’ fees and all other costs,
expenses and obligations incurred in connection with investigating, defending, being a witness in
or participating in (including on appeal), or preparing to defend, to be a witness in or to
participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing,
inquiry or investigation), judgments, losses, fines, penalties and amounts paid in settlement (if
such settlement is approved in advance by the Company, which approval



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shall not be unreasonably withheld) of any Claim regarding any Indemnifiable Event and any
federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed
receipt of any payments under this Agreement, including all interest, assessments and other charges
paid or payable in connection with or in respect of such expenses.




          (f) “Expense Advance” shall mean an advance payment of Expenses to Indemnitee pursuant to
Section 4(a).




          (g) “Indemnifiable Event” shall mean any event or occurrence in any way resulting from,
arising out of or in connection with, based upon or directly related to the fact that Indemnitee is
or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the
Company, or by reason of (or arising in part or in whole out of) any event or occurrence related to
(a) the fact that Indemnitee is or was or may be deemed a director, officer, employee, agent or
fiduciary of the Company, or any subsidiary of the Company, or (b) is or was or may be deemed to be
serving at the request of the Company as a director, officer, employee, agent or fiduciary of
another corporation, partnership, limited liability company, joint venture, trust or other
enterprise, or (c) to the fullest extent permitted by applicable law, any alleged breach by
Indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its
subsidiaries, or (d) by reason of any action or inaction on the part of Indemnitee while serving in
the capacity of a director, officer, employee, agent or fiduciary of the Company, or any subsidiary
of the Company, including, without limitation, any and all losses, claims, damages, expenses and
liabilities, joint or several (including any investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim
asserted) under the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or
other federal or state statutory law or regulation, at common law or otherwise or (e) which relates
directly or indirectly to the registration, purchase, sale or ownership of any securities of the
Company or to any fiduciary obligation owed with respect thereto or (f) as a direct or indirect
result of any Claim made by any stockholder of the Company against Indemnitee and arising out of or
related to any round of financing of the Company (including but not limited to Claims regarding
non-participation, or non-prorata participation, in such round by such stockholder), or (g) made by
a third party against Indemnitee based on any misstatement or omission of a material fact by the
Company in violation of any duty of disclosure imposed on the Company by federal or state
securities or common laws.




          (h) References to the “Indemnitee” shall include, in addition to                     , his
employees, agents, spouse and their respective Affiliates, including, without limitation, any of
such Persons who may be liable within the meaning of Section 15 of the Securities Act, or Section
20 of the Exchange Act.




          (i) “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in
accordance with the provisions of Section 3(c) hereof, who shall not have otherwise performed
services for the Company or Indemnitee within the last three (3) years (other than with respect to
matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under
similar indemnity agreements).




          (j) References to “other enterprises” shall include employee benefit plans; references to
“fines” shall include any excise taxes assessed on Indemnitee with respect to an



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employee benefit plan; and references to “serving at the request of the Company” shall include
any service as a director, officer, employee, agent or fiduciary of the Company which imposes
duties on, or involves services by, such director, officer, employee, agent or fiduciary with
respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
acted in a manner “not opposed to the best interests of the Company” as referred to in this
Agreement.




          (k) “Reviewing Party” shall mean any appropriate person or body consisting of a member or
members of the Company’s Board of Directors or any other person or body appointed by the Board of
Directors who is not a party to the particular Claim for which Indemnitee is seeking
indemnification, or Independent Legal Counsel.




     (l) “Voting Securities” shall mean any securities of the Company that vote generally in the
election of directors.



     2. Agreement to Serve. Indemnitee agrees to serve or continue to serve as an officer and/or
member of the board of directors of the Company for so long as he or she is duly elected or
appointed or until such time as he or she tenders his or her resignation in writing.



     3. Indemnification.



          (a) Indemnification of Expenses. Subject to Section 3(b) below, the Company shall indemnify,
defend and hold harmless Indemnitee to the fullest extent permitted by law if Indemnitee was or is
or becomes a party to or witness or other participant in, or is threatened to be made a party to or
witness or other participant in, any Claim by reason of (or arising in part out of any
Indemnifiable Event against Expenses, including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses. Such payment of Expenses shall be made
by the Company as soon as practicable but in any event no later than thirty (30) business days
after written demand by Indemnitee therefor is presented to the Company.




          (b) Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Company under
Section 3(a) shall be subject to the condition that the Reviewing Party shall not have determined
(in a written opinion, in any case in which the Independent Legal Counsel referred to in
Section 3(c) hereof is involved) that Indemnitee would not be permitted to be indemnified under
applicable law, and (ii) the obligation of the Company to make an Expense Advance shall be subject
to the condition that, if, when and to the extent that the Reviewing Party determines that
Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such
amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter
commences legal proceedings in a court of competent jurisdiction to secure a determination that
Indemnitee should be indemnified under applicable law, any determination made by the Reviewing
Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be
binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until
a final judicial determination is made



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with respect thereto (as to which all rights of appeal therefrom have been exhausted or
lapsed). Indemnitee’s obligation to reimburse the Company for any Expense Advance shall be
unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the
Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in
Control (other than a Change in Control which has been approved by a majority of the Company’s
Board of Directors who were directors immediately prior to such Change in Control), the Reviewing
Party shall be the Independent Legal Counsel. If there has been no determination by the Reviewing
Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to
be indemnified in whole or in part under applicable law, Indemnitee shall have the right to
commence litigation seeking an initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to appear in any such
proceeding. Absent such litigation, any determination by the Reviewing Party shall be conclusive
and binding on the Company and Indemnitee.




          (c) Change in Control. The Company agrees that if there is a Change in Control of the Company
(other than a Change in Control which has been approved by a majority of the Company’s Board of
Directors who were directors immediately prior to such Change in Control), then with respect to all
matters thereafter arising concerning the rights of Indemnitee to payments of Expenses and Expense
Advances under this Agreement or any other agreement or under the Company’s Certificate of
Incorporation (the “Certificate”) or Bylaws as now or hereafter in effect, Independent Legal
Counsel, if desired by Indemnitee, shall be selected by Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld). Such counsel, among other things, shall
render its written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to
abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal
Counsel referred to above and to indemnify fully such counsel against any and all expenses
(including attorneys’ fees), claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this
Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal
Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal
Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the
Company otherwise determines or (ii) any Indemnitee shall provide a written statement setting forth
in detail a reasonable objection to such Independent Legal Counsel representing other Indemnitees.




          (d) Contribution. If the indemnification provided for in Section 3(a) above for any reason is
held by a court of competent jurisdiction to be unavailable to Indemnitee in respect of any losses,
claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of
indemnifying Indemnitee thereunder, shall contribute to the amount paid or payable by Indemnitee as
a result of such losses, claims, damages, expenses or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and Indemnitee, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company and Indemnitee in connection with the action or inaction which
resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant
equitable considerations. In connection with the registration of the



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Company’s securities, the relative benefits received by the Company and Indemnitee shall be
deemed to be in the same respective proportions that the net proceeds from the offering (before
deducting expenses) received by the Company and Indemnitee, in each case as set forth in the table
on the cover page of the applicable prospectus, bear to the aggregate public offering price of the
securities so offered. The relative fault of the Company and Indemnitee shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the
Company or Indemnitee and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.




     The Company and Indemnitee agree that it would not be just and equitable if contribution
pursuant to this Section 3(d) were determined by pro rata or per capita allocation or by any other
method of allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. In connection with the registration of the Company’s securities,
in no event shall Indemnitee be required to contribute any amount under this Section 3(d) in excess
of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities
indemnified against equal to the proportion of the total securities sold under such registration
statement which is being sold by Indemnitee or (ii) the proceeds received by Indemnitee from its
sale of securities under such registration statement. No person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not found guilty of such fraudulent misrepresentation.



          (e) Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee has been successful on the merits or otherwise, including, without
limitation, the dismissal of any action without prejudice, in defense of any Claim regarding any
Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in
connection therewith.




     4. Expenses; Indemnification Procedure.



          (a) Advancement of Expenses. The Company shall advance all Expenses incurred by Indemnitee.
The advances to be made hereunder shall be paid by the Company to Indemnitee as soon as practicable
but in any event no later than thirty (30) business days after written demand by Indemnitee is
presented to the Company, if Indemnitee provides the Company with all of the following: (a) a
written affirmation of his or her good faith belief that he or she has not breached or failed to
perform his or her duties to the Company or an Affiliate of the Company; and (b) a written
undertaking, executed personally, to repay the all Expense Advances to the extent that it is
ultimately determined that indemnification under this Section 4(a) is not required under Section 3.




          (b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to
Indemnitee’s right to be indemnified under this Agreement, give the Company notice in writing as
soon as practicable of any Claim made against Indemnitee for which indemnification will or could be
sought under this Agreement. Notice to the Company shall be directed to the Chief Financial
Officer of the Company at the address shown on the signature page of this Agreement (or such other
address as the Company shall designate in writing to





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Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation
as it may reasonably require and as shall be within Indemnitee’s power.




          (c) No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any
Claim by judgment, order, settlement (whether with or without court approval) or conviction, or
upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee
did not meet any particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law. In addition, neither the
failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any
particular standard of conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief,
prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination
that Indemnitee should be indemnified under applicable law, shall be a defense to Indemnitee’s
claim or create a presumption that Indemnitee has not met any particular standard of conduct or did
not have any particular belief. In connection with any determination by the Reviewing Party or
otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the burden of proof
shall be on the Company to establish that Indemnitee is not so entitled.




          (d) Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim
pursuant to Section 4(b) hereof, the Company has liability insurance in effect which may cover such
Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in
accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such Claim in accordance with the terms of such policies.




          (e) Selection of Counsel. In the event the Company shall be obligated hereunder to pay the
Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such
Claim with counsel approved by Indemnitee upon the delivery to Indemnitee of written notice of the
Company’s election so to do. After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Company, the Company will not be liable to Indemnitee
under this Agreement for any fees or expenses of separate counsel subsequently employed by or on
behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the
right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense; (ii)
Indemnitee shall have the right to employ its own counsel in connection with any such proceeding,
at the expense of the Company, if such counsel serves in a review, observer, advice and counseling
capacity and does not otherwise materially control or participate in the defense of such
proceeding; and (iii) if (A) the employment of separate counsel by Indemnitee has been previously
authorized by the Company, (B) Indemnitee shall have reasonably concluded that there is a conflict
of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the
Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses
of Indemnitee’s separate counsel shall be at the expense of the Company.




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     5. Additional Indemnification Rights; Nonexclusivity.



          (a) Scope. The Company hereby agrees to indemnify Indemnitee to the fullest extent permitted
by law, notwithstanding that such indemnification is not specifically authorized by the other
provisions of this Agreement or any other agreement, the Company’s Certificate, the Company’s
Bylaws or by statute. In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a
member of its board of directors or an officer, stockholder, employee, controlling person, agent or
fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits afforded by such change. In the event of any change in any applicable law,
statute or rule which narrows the right of a Delaware corporation to indemnify a member of its
board of directors or an officer, stockholder, employee, controlling person, agent or fiduciary,
such change, to the extent not otherwise required by such law, statute or rule to be applied to
this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations
hereunder except as set forth in Section 9(a) hereof.




          (b) Nonexclusivity. The indemnification provided by this Agreement shall be in addition to
any rights to which Indemnitee may be entitled under the Company’s Certificate, the Company’s
Bylaws, any other agreement, any vote of stockholders or disinterested directors, the Delaware
General Corporations Law (the “DGCL”), or otherwise. The indemnification provided under this
Agreement shall continue as to Indemnitee for any action Indemnitee took or did not take while
serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity
and such indemnification shall inure to the benefit of Indemnitee from and after Indemnitee’s first
day of affiliation with the Company.




          (c) No Duplication of Payments. The Company shall not be liable under this Agreement to make
any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has
otherwise actually received payment (under any insurance policy, provision of the Company’s
Certificate, bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.




     6. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement
to indemnification by the Company for any portion of Expenses incurred in connection with any
Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.



     7. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain
instances, federal law or applicable public policy, including policies articulated by the
Securities and Exchange Commission, may prohibit the Company from indemnifying its directors,
officers, employees, stockholders, controlling persons, agents, fiduciaries or related parties
under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the Securities and Exchange
Commission to submit the question of indemnification to a court in certain circumstances for a
determination of the Company’s right under public policy to indemnify Indemnitee. In any such
case, the Company shall provide contribution to Indemnitee with respect to any Claim to the maximum
extent permitted by applicable law.



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     8. More Favorable Terms. (a) If at any time when this Agreement is in effect, the Company
provides to any director, officer, employee, agent or fiduciary more favorable indemnification
terms than the indemnification terms provided under this Agreement, the Company will promptly
notify Indemnitee of such change in terms and the Company shall grant equally favorable terms to
Indemnitee as those granted to such other director, officer, employee, agent or fiduciary. The
more favorable terms shall apply as of the effective date of the Company’s arrangement with its
other director, officer, employee, agent or fiduciary, as applicable, and shall continue until the
earlier of termination of this Agreement or the termination of such arrangement.



          (b) To the extent the Company maintains liability insurance applicable to directors, officers,
employees, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as
to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of
the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee
is not a director of the Company but is an officer; or of the Company’s key employees, agents or
fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.




     9. Exceptions. Notwithstanding any other provision of this Agreement, the Company shall not
be obligated pursuant to the terms of this Agreement:



          (a) Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with
respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, except
(i) with respect to actions or proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other agreement or insurance policy or under the
Company’s Certificate or Bylaws now or hereafter in effect relating to Claims for Indemnifiable
Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of
such Claim, or (iii) as otherwise required under Section 145 of the DGCL, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment
or insurance recovery, as the case may be.




          (b) Claims Under Section 16(b). To indemnify Indemnitee for Expenses and the payment of
profits arising from the purchase and sale by Indemnitee of securities in violation of
Section 16(b) of the Exchange Act or any similar successor statute.




          (c) Unlawful Indemnification. To indemnify Indemnitee if a final decision by a court having
jurisdiction in the matter shall determine that such indemnification is not lawful.




          (d) Claims Under Section 145 of the DGCL. To indemnify Indemnitee if (i) Indemnitee did not
act in good faith or in a manner reasonably believed by Indemnitee to be in or not opposed to the
best interest of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee
had reasonable cause to believe Indemnitee’s conduct was unlawful, or (iii) Indemnitee shall have
been adjudged to be liable to the Company, unless and only to the extent that the court in which
such action was brought shall permit indemnification as provided in Section 145(b) of the DGCL.




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     10. Period of Limitations. No legal action shall be brought and no cause of action shall be
asserted by or in the right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs,
executors or personal or legal representatives after the expiration of five (5) years from the date
of accrual of such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal action within such
five (5) year period; provided, however, that if any shorter period of limitations is otherwise
applicable to any such cause of action, such shorter period shall govern.



     11. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall constitute an original.



     12. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective successors and assigns
(including any direct or indirect successor by purchase, merger, consolidation or otherwise to all
or substantially all of the business or assets of the Company). The Company shall require and
cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or
otherwise) to all, substantially all, or a substantial part, of the business or assets of the
Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place. This Agreement shall continue
in effect regardless of whether Indemnitee continues to serve as a director, officer, employee,
agent, controlling person, stockholder or fiduciary (as applicable) of the Company or of any other
enterprise at the Company’s request.



     13. Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this
Agreement or under any liability insurance policies maintained by the Company to enforce or
interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses
incurred by Indemnitee with respect to such action, regardless of whether Indemnitee is ultimately
successful in such action, and shall be entitled to the advancement of Expenses with respect to
such action, unless as a part of such action a court of competent jurisdiction over such action
determines that each of the material assertions made by Indemnitee as a basis for such action were
not made in good faith or were frivolous. In the event of an action instituted by or in the name
of the Company under this Agreement to enforce or interpret any of the terms of this Agreement,
Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee in defense of such
action (including costs and expenses incurred with respect to Indemnitee’s counterclaims and
cross-claims made in such action), and shall be entitled to the advancement of Expenses with
respect to such action.



     14. Notice. All notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed duly given (i) if delivered by hand and signed for by the party
addressed, on the date of such delivery, or (ii) if mailed by domestic certified or registered mail
with postage prepaid, on the fifth business day after the date postmarked. Addresses for notice to
either party are as shown on the signature page of this Agreement, or as subsequently modified by
written notice.



     15. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the
jurisdiction of the courts of the State of Delaware for all purposes in connection



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with any action or proceeding which arises out of or relates to this Agreement and agree that
any action instituted under this Agreement shall be commenced, prosecuted and continued only in the
Courts of Delaware.




     16. Severability. The provisions of this Agreement shall be severable in the event that any
of the provisions hereof (including any provision within a single section, paragraph or sentence)
are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and
the remaining provisions shall remain enforceable to the fullest extent permitted by law.
Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so
as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.



     17. Choice of Law. This Agreement shall be governed by and its provisions construed and
enforced in accordance with the laws of the State of Delaware as applied to contracts between
Delaware residents entered into and to be performed entirely within the State of Delaware.



     18. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all documents required and shall do all acts that may be necessary to secure such rights
and to enable the Company effectively to bring suit to enforce such rights.



     19. Amendment and Termination. No amendment, modification, termination or cancellation of
this Agreement shall be effective unless it is in writing signed by both the parties hereto.
Notice of same shall be provided to all parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof
(whether or not similar), nor shall such waiver constitute a continuing waiver.



     20. Integration and Entire Agreement. This Agreement sets forth the entire understanding
between the parties hereto and supersedes and merges all previous written and oral negotiations,
commitments, understandings and agreements relating to the subject matter hereof between the
parties hereto.



     21. No Construction as Employment Agreement. Nothing contained in this Agreement shall be
construed as giving Indemnitee any right to be retained in the employ of the Company or any of its
subsidiaries or affiliated entities.



     22. Corporate Authority. The Board of Directors of the Company and its stockholders have
approved the terms of this Agreement.



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     In Witness Whereof, the parties hereto have executed this Indemnification Agreement
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	CLEARWIRE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
 
	 	 
	 

	 	Its:
 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	4400 Carillon Point	 	 
	 

	 	 	 	Kirkland, WA 98033	 	 
	 
	 	 	 	 	 	 
	 	 	INDEMNITEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
 
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Indemnification Agreement]