TRANSACTION AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

TRANSACTION AGREEMENT

AND

PLAN OF MERGER

among

CLEARWIRE CORPORATION,

SPRINT NEXTEL CORPORATION,

COMCAST CORPORATION,

TIME WARNER CABLE INC.,

BRIGHT HOUSE NETWORKS, LLC,

GOOGLE INC.,

AND

INTEL CORPORATION

Dated as of May 7, 2008

TABLE OF CONTENTS

				Page
ARTICLE 1 PRECEDENT TRANSACTIONS					4
SECTION 1.1		The Formation Transactions			4
SECTION 1.2		Sprint Financing Arrangements			4
SECTION 1.3		NewCo Directors and Certain Other Matters			8
ARTICLE 2 THE MERGER					8
SECTION 2.1		The Recapitalization			8
SECTION 2.2		The Merger			8
SECTION 2.3		The Closing			8
SECTION 2.4		Effective Time			9
SECTION 2.5		Conversion of Shares; Capitalization of NewCo LLC			9
SECTION 2.6		Surrender and Payment			9
SECTION 2.7		Stock Options			11
SECTION 2.8		Warrants			12
SECTION 2.9		Withholdings			12
SECTION 2.10		Lost Certificates			12
ARTICLE 3 TRANSFER OF SPRINT ASSETS					13
SECTION 3.1		Transfer of Sprint Assets			13
SECTION 3.2		Contribution of the Transfer Entities			13
SECTION 3.3		Contribution Consideration to NewCo LLC and NewCo			14
SECTION 3.4		Repayment			14
SECTION 3.5		Marketing Funds			14
ARTICLE 4 INVESTMENTS					15
SECTION 4.1		Contributions of Certain Investors			15
SECTION 4.2		Google’s Purchase of Shares and NewCo Contribution to NewCo LLC			15
SECTION 4.3		Post-Closing Adjustment			16
SECTION 4.4		NewCo and NewCo LLC Joinder			18
SECTION 4.5		Use of Proceeds			18
ARTICLE 5 CLOSING DELIVERABLES					18
SECTION 5.1		Clearwire Closing Deliverables			18
SECTION 5.2		Sprint Closing Deliverables			20
SECTION 5.3		Investor Closing Deliverables			22
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF CLEARWIRE					22
SECTION 6.1		Organization; Authorization			23
SECTION 6.2		Non-Contravention			25
SECTION 6.3		Clearwire Licenses			25
SECTION 6.4		Clearwire Leases			27

				Page
SECTION 6.5		Clearwire Network Assets			29
SECTION 6.6		Litigation			29
SECTION 6.7		Tax			30
SECTION 6.8		Clearwire Contracts			31
SECTION 6.9		Compliance with Law			32
SECTION 6.10		Required Filings and Consents			33
SECTION 6.11		Clearwire Non-FCC Licenses			33
SECTION 6.12		SEC Documents; Financial Statements			33
SECTION 6.13		Capitalization; Subsidiaries			35
SECTION 6.14		Absence of Certain Changes or Events			37
SECTION 6.15		Change of Control Agreements			38
SECTION 6.16		Employee Benefit Plans			38
SECTION 6.17		Labor and Employment Matters			39
SECTION 6.18		Stockholders’ Rights Agreement; Antitakeover Statutes			40
SECTION 6.19		Brokers			41
SECTION 6.20		Information Supplied			41
SECTION 6.21		Certain Ancillary Agreements			41
ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF SPRINT					42
SECTION 7.1		Organization; Authorization			42
SECTION 7.2		Non-Contravention			44
SECTION 7.3		Sprint Licenses			45
SECTION 7.4		Sprint Leases			46
SECTION 7.5		Sprint Network Assets			48
SECTION 7.6		Litigation			49
SECTION 7.7		Tax			49
SECTION 7.8		Sprint Contracts			50
SECTION 7.9		Compliance with Law			51
SECTION 7.10		Required Filings and Consents			51
SECTION 7.11		Sprint Non-FCC Licenses			51
SECTION 7.12		Absence of Certain Changes or Events			51
SECTION 7.13		Employee Benefit Plans; Labor and Employment Matters			52
SECTION 7.14		No Obligations			52
SECTION 7.15		Brokers			52
SECTION 7.16		Information Supplied			52
SECTION 7.17		Ownership of Clearwire Capital Stock			52
SECTION 7.18		Certain Ancillary Agreements			53
ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS					53
SECTION 8.1		Organization; Authorization			53
SECTION 8.2		Non-Contravention			53
SECTION 8.3		Securities Act; Investigation			54
SECTION 8.4		Availability of Funds			54
SECTION 8.5		Required Filings and Consents			54
SECTION 8.6		Brokers			54
SECTION 8.7		Information Supplied			55
SECTION 8.8		Ownership of Clearwire Capital Stock			55

				Page
SECTION 8.9		Certain Ancillary Agreements			55
ARTICLE 9 CONDITIONS TO CLOSING					55
SECTION 9.1		Conditions to Each Party’s Obligations			55
SECTION 9.2		Conditions to Obligations of Sprint			57
SECTION 9.3		Conditions to Obligations of Clearwire			58
SECTION 9.4		Conditions to Obligations of the Investors			59
SECTION 9.5		Frustration of Closing Conditions			62
ARTICLE 10 COVENANTS OF THE PARTIES					62
SECTION 10.1		Conduct of Business			62
SECTION 10.2		Access; Records Confidentiality			73
SECTION 10.3		Further Assurances			75
SECTION 10.4		No Solicitation			79
SECTION 10.5		Stockholder Litigation			83
SECTION 10.6		Director and Officer Indemnification			83
SECTION 10.7		Clearwire Stockholders’ Meeting			84
SECTION 10.8		Proxy Statement; Registration Statement			84
SECTION 10.9		Notices of Certain Events			87
SECTION 10.10		Public Announcements			88
SECTION 10.11		Transfer Taxes			89
SECTION 10.12		Consistent Tax Reporting			89
SECTION 10.13		No Purchase of Clearwire Capital Stock			89
SECTION 10.14		Transaction Related Agreements			89
SECTION 10.15		Pending Party Litigation			90
SECTION 10.16		Pre-Existing Intel Agreements			90
SECTION 10.17		Sprint WiMAX Inventory			90
SECTION 10.18		Sprint Future Credit Agreements			91
SECTION 10.19		Certain Financing Matters			91
SECTION 10.20		3G MVNO Agreement			92
ARTICLE 11 EMPLOYEES					92
SECTION 11.1		Transfer of Employees			92
SECTION 11.2		Employee Information and Employment Taxes			92
SECTION 11.3		Service and Other Credit			93
ARTICLE 12 TERMINATION					95
SECTION 12.1		Termination			95
SECTION 12.2		Effect of Termination			97
ARTICLE 13 INDEMNIFICATION					97
SECTION 13.1		Indemnification by Sprint			97
SECTION 13.2		Indemnification Procedures			98
SECTION 13.3		Limitation of Liability			99
SECTION 13.4		Claims Period			99
SECTION 13.5		Additional Indemnification by Sprint			100
SECTION 13.6		Exclusion of Other Remedies			100

				Page
ARTICLE 14 MISCELLANEOUS PROVISIONS					100
SECTION 14.1		Notices			100
SECTION 14.2		Schedules and Exhibits			104
SECTION 14.3		Assignment; Successors in Interest			104
SECTION 14.4		Controlling Law; Amendment			104
SECTION 14.5		Jurisdiction			104
SECTION 14.6		Specific Performance and Other Remedies			105
SECTION 14.7		Severability			105
SECTION 14.8		Counterparts			105
SECTION 14.9		Enforcement of Certain Rights			105
SECTION 14.10		Waiver			105
SECTION 14.11		Non-Survival of Representations and Warranties and Agreements			105
SECTION 14.12		Integration			106
SECTION 14.13		Cooperation Following the Closing			106
SECTION 14.14		Fees			106
SECTION 14.15		Waiver of Jury Trial			107
SECTION 14.16		Investor Rights and Obligations			107
SECTION 14.17		Interpretation			107

EXHIBITS

EXHIBIT A		–		DEFINITIONS
EXHIBIT B		–		CERTIFICATE OF INCORPORATION OF NEWCO, INC.
EXHIBIT C		–		BYLAWS OF NEWCO, INC.
EXHIBIT D		–		INITIAL LIMITED LIABILITY COMPANY AGREEMENT OF NEWCO LLC
EXHIBIT E		–		AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEWCO LLC
EXHIBIT F		–		LIMITED LIABILITY COMPANY AGREEMENT OF CLEARWIRE SUB LLC
EXHIBIT G		–		LIMITED LIABILITY COMPANY AGREEMENT OF SPRINT SUB LLC
EXHIBIT H		–		REGISTRATION RIGHTS AGREEMENT
EXHIBIT I		–		EQUITYHOLDERS’ AGREEMENT
EXHIBIT J		–		ASSUMED NOTE
EXHIBIT K		–		OTHER MATTERS
EXHIBIT L		–		TERMS OF SECURED NOTE
EXHIBIT M		–		REVISED STRUCTURE

          THIS TRANSACTION AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made and entered into as of May 7, 2008 (the “ Execution Date ”) by and among Clearwire Corporation, a Delaware corporation (“ Clearwire ”), Sprint Nextel Corporation, a Kansas corporation (“ Sprint ”), Comcast Corporation, a Pennsylvania corporation (“ Comcast ”), Time Warner Cable Inc., a Delaware corporation (“ TWC ”), Bright House Networks, LLC, a Delaware limited liability company (“ BHN ”), Google Inc., a Delaware corporation (“ Google ”), and Intel Corporation, a Delaware corporation (“ Intel ”), and together with Comcast, TWC, BHN and Google, the “ Investors ”; the Investors, Sprint and Clearwire are referred to herein as the “ Parties ”). Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to those terms in Exhibit A attached to this Agreement.

RECITALS

     A. The Parties desire to (i) foster the development of a nationwide wireless broadband network (the “ Wireless Broadband Network ”); (ii) expedite the commercial availability of wireless broadband services over the Wireless Broadband Network; (iii) enable the offering of a greater depth and breadth of wireless broadband services; and (iv) promote wireless broadband development.

     B. In order to satisfy the foregoing objectives Sprint and Clearwire desire to combine their respective WiMAX Businesses and the Investors desire to invest capital and enter into certain commercial arrangements as follows:

     (i) Clearwire will form a wholly owned Delaware corporation (“ NewCo ”);

     (ii) NewCo will form a wholly owned Delaware limited liability company (“ NewCo LLC ”) that is, and at all times prior to the Closing will have been, treated as a disregarded entity for U.S. federal income tax purposes;

     (iii) NewCo LLC in turn will form a wholly owned Delaware limited liability company (“ Clearwire Sub LLC ”) that is, and at all times prior to the Closing will have been, treated as a disregarded entity for U.S. federal income tax purposes;

     (iv) the outstanding Class B common stock, par value $0.0001 per share, of Clearwire (“ Clearwire Class B Common Stock ”) will be converted into Class A common stock, par value $0.0001 per share, of Clearwire (“ Clearwire Class A Common Stock ”);

     (v) Clearwire will merge with and into Clearwire Sub LLC, pursuant to which the shareholders of Clearwire will exchange their Clearwire Class A Common Stock for Class A common stock, par value $0.0001 per share, in NewCo (“ Class A Common Stock ”);

     (vi) Sprint will cause to be formed a wholly owned Delaware limited liability company (“ Sprint HoldCo LLC ”), which in turn will form a wholly owned Delaware limited liability company (“ Sprint Sub LLC ”), that is, and at all times prior to the Closing will have been, a disregarded entity for U.S. federal income tax purposes;

     (vii) Sprint will cause one or more wholly owned companies (referred to herein and as defined below, the “ Transfer Entities ”) to hold the Sprint WiMAX Business and will cause all the Transfer Entities to be limited liability companies that are treated as disregarded entities for U.S. federal income tax purposes immediately prior to and as of the Closing in accordance with the terms of this Agreement;

     (viii) Sprint and its Subsidiaries will contribute all of the limited liability company interests in each of the Transfer Entities to Sprint HoldCo LLC, which in turn will contribute these interests to Sprint Sub LLC, and Sprint Sub LLC will assume the Sprint Pre-Closing Financing in accordance with the terms of this Agreement;

     (ix) following both the completion of the merger of Clearwire with and into Clearwire Sub LLC and the contribution of the Transfer Entities to Sprint Sub LLC (a) Sprint will cause Sprint HoldCo LLC to contribute all of the limited liability company interests of Sprint Sub LLC to NewCo LLC in exchange for non-voting membership interests in NewCo LLC and to purchase an equal number of shares of Class B common stock, par value $0.0001 per share, in NewCo (“ Class B Common Stock ”) and (b) Sprint and certain of its Subsidiaries will enter into certain commercial agreements with NewCo LLC;

     (x) following completion of the merger of Clearwire with and into Clearwire Sub LLC and the consummation of the transactions described in clause (ix)(a) above, Comcast, TWC, BHN and Intel will contribute $2.7 billion in the aggregate to NewCo LLC in exchange for voting and non-voting membership interests in NewCo LLC and will enter into certain commercial agreements with NewCo LLC;

     (xi) following completion of the merger of Clearwire with and into Clearwire Sub LLC and the consummation of the transactions described in clause (ix)(a) above, Google will contribute $500,000,000 to NewCo in exchange for Class A Common Stock;

     (xii) immediately following the purchase by Sprint HoldCo LLC of Class B Common Stock in NewCo as described in clause (ix)(a) above, NewCo will contribute the cash that it receives from Sprint HoldCo LLC to NewCo LLC in exchange for voting membership interests in NewCo LLC;

     (xiii) immediately following the receipt by the Investors of voting and non-voting membership interests in NewCo LLC as described in clause (x) above,

each of Comcast, TWC, BHN and Intel will contribute to NewCo its voting membership interests in NewCo LLC for Class B Common Stock in NewCo; and

     (xiv) immediately following the purchase by Google of Class A Common Stock in NewCo as described in clause (xi) above, NewCo will contribute the cash that it receives from Google to NewCo LLC in exchange for voting membership interests and nonvoting membership interests in NewCo LLC,

     in each case according to the terms set forth in this Agreement.

     C. Sprint and Clearwire have entered into a voting agreement with each of Eagle River Holdings, LLC, a Washington limited liability company (“ Eagle River ”), and Intel under which Eagle River and Intel have agreed, among other things, to vote their shares of Clearwire Capital Stock in favor of the Merger in the amounts and under the circumstances described in the respective voting agreements.

     D. NewCo and its Subsidiaries will provide broad benefits to consumers, businesses, educators, governments and public safety users by fostering quicker, broader and more efficient deployment of a nationwide mobile wireless broadband network than either Sprint or Clearwire believes it could accomplish on its own.

     E. NewCo LLC and Intel have agreed to enter into the Intel Agreement at the Closing to, among other things, accelerate and facilitate the development of a nationwide mobile wireless broadband network and devices using WiMAX.

     F. The Parties intend that for U.S. federal income tax purposes, (i) the conversion of the outstanding Clearwire Class B Common Stock into Clearwire Class A Common Stock will qualify as a reorganization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and a transaction governed by Section 1036 of the Code; and (ii) the Merger of Clearwire with and into Clearwire Sub LLC in accordance with the terms set forth in this Agreement will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code.

     G. The Parties intend that for U.S. federal income tax purposes, the contributions by NewCo, Sprint and the Investors (other than Google) to NewCo LLC will convert NewCo LLC from a disregarded entity into a partnership for U.S. federal income tax purposes, to which partnership NewCo, Sprint (through Sprint HoldCo LLC) and each such Investor will be treated as having contributed assets in a transaction qualifying for nonrecognition under Section 721 of the Code.

     H. Sprint intends that, while the Merger of Clearwire with and into Clearwire Sub LLC will qualify separately as a reorganization described in Section 368(a)(1)(F) of the Code, the Merger also will be part of a larger transaction involving the transfers by Sprint HoldCo LLC and the Investors to NewCo in exchange for NewCo Capital Stock, with the result that the larger transaction will qualify as an exchange described in Section 351 of the Code.

          NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises set forth in this Agreement, the Parties to this Agreement and by this Agreement agree as follows:

ARTICLE 1

PRECEDENT TRANSACTIONS

                    SECTION 1.1 The Formation Transactions . Before the Closing Date, the following will have occurred:

     (a) Incorporation of NewCo . Clearwire will incorporate NewCo, and Clearwire will take, and will cause NewCo to take, all actions necessary so that, as of the Closing Date, NewCo’s certificate of incorporation and bylaws will be in the form attached as Exhibits B and C , respectively; and

     (b) Formation of NewCo LLC . Clearwire will cause NewCo to form NewCo LLC. For all periods following the formation and until the consummation of the transactions described in Sections 3.3 and 4.1, NewCo LLC will be governed by the terms of the limited liability company operating agreement of NewCo LLC in the form attached as Exhibit D (the “ Initial NewCo LLC Agreement ”). Clearwire will take, and will cause NewCo and NewCo LLC to take, all actions necessary so that (i) NewCo LLC is an entity disregarded as separate from NewCo for U.S. federal income tax purposes until the consummation of the transactions described in Sections 3.3 and 4.1 and (ii) as of the Closing Date and following the Merger, NewCo LLC’s limited liability company operating agreement is amended and restated in the form attached as Exhibit E (the “ NewCo LLC Agreement ”).

     (c) Formation of Clearwire Sub LLC . Clearwire will cause NewCo LLC to form Clearwire Sub LLC, and Clearwire will take, and will cause NewCo, NewCo LLC and Clearwire Sub LLC to take, all actions necessary so that (i) Clearwire Sub LLC at all times since its formation will have been, and as of the Closing will be, an entity disregarded as separate from NewCo and NewCo LLC for U.S. federal income tax purposes and (ii) as of the Closing Date and following the Merger, Clearwire Sub LLC’s limited liability company operating agreement will be in the form attached as Exhibit F .

     (d) Formation of Sprint HoldCo LLC and Sprint Sub LLC . Sprint will cause the formation of Sprint HoldCo LLC and cause Sprint HoldCo LLC to form Sprint Sub LLC, and Sprint will take, and will cause Sprint HoldCo LLC and Sprint Sub LLC to take, all actions necessary so that (i) Sprint Sub LLC at all times since its formation will have been, and immediately prior to the Closing will be, an entity disregarded as separate from Sprint HoldCo LLC for U.S. federal income tax purposes until the LLC Contribution and (ii) as of the Closing Date, Sprint Sub LLC’s limited liability company operating agreement will be in the form attached as Exhibit G .

                    SECTION 1.2 Sprint Financing Arrangements .

     (a) Sprint will, or will cause one or more of its Subsidiaries to, finance the Sprint WiMAX Business between April 1, 2008 and the Closing Date (the “ Sprint Pre-Closing Financing ”), with Sprint Sub LLC to assume the obligation to repay Sprint (or its applicable Subsidiaries) in respect of the Sprint Pre-Closing Financing prior to the LLC Contribution; provided that (i) Sprint Sub LLC shall not assume, and Sprint shall retain and be responsible for, (x) any portion of the Sprint Pre-Closing Financing that was not incurred to fund the Sprint WiMAX Business, (y) the principal amount of the Sprint Pre-Closing Financing in excess of the total amounts set forth below each month on the Sprint Budget that has elapsed through and including the month in which the Closing occurs and (z) any amount of the Sprint Pre-Closing Financing to the extent such amount was incurred to fund the Sprint WiMAX Business but was not incurred in substantial compliance in the aggregate with the Sprint Budget ( provided that, for purposes of this clause (z), spending a lesser amount on the Sprint WiMAX Business than is provided in the Sprint Budget will not constitute substantial non-compliance in the aggregate with the Sprint Budget), and (ii) the terms of the financing to be assumed by Sprint Sub LLC shall be as set forth in Exhibit J (the “ Assumed Note ”). For the avoidance of doubt, interest shall accrue on any amounts of Sprint Pre-Closing Financing in accordance with the terms of the Assumed Note beginning on the date that any such financing is provided by Sprint as provided by this Section 1.2(a) through but excluding the Sprint Pre-Closing Financing Repayment Date (as defined below).

     (b) NewCo and NewCo LLC will cause the Sprint Pre-Closing Financing, together with any interest accrued thereon, to be repaid on the first Business Day following the Closing (the “ Sprint Pre-Closing Financing Repayment Date ”). A portion of the Sprint Pre-Closing Financing will be repaid in cash by wire transfer to Sprint in immediately available funds (the “ Cash Payment ”) with the remaining portion of the Sprint Pre-Closing Financing being repaid with the issuance of a secured promissory note by Sprint Sub LLC to Sprint (the terms of which note and related agreements shall be substantially as set forth on Exhibit L ) (the “ Secured Note ”). Subject to the following sentence (and subject to any changes in the following amounts as a result of any refinancing of the Credit Agreement on or prior to the Sprint Pre-Closing Refinancing Repayment Date, as described in Exhibit L) and disregarding any interest accrued on the Sprint Pre-Closing Financing, if the amount of the Sprint Pre-Closing Financing is (i) less than or equal to $213 million, then the Cash Payment will equal the amount of the Sprint Pre-Closing Financing; (ii) greater than $213 million but less than or equal to $426 million, then the Cash Payment will equal $213 million and the principal amount of the Secured Note will equal the remaining amount of the Sprint Pre-Closing Financing or (iii) greater than $426 million, then the Cash Payment and the principal amount of the Secured Note will each equal 50% of the Sprint Pre-Closing Financing. All interest that has accrued on the Sprint Pre-Closing Financing in accordance with the terms of the Assumed Note between April 1, 2008 and the Sprint Pre-Closing Financing Repayment Date (the “ Pre-Closing Accrued Interest ”) will be paid to Sprint on the Sprint Pre-Closing Financing Repayment Date in a combination of cash and added principal to the Secured Note in the same proportion as the Cash Payment and the Secured Note.

     (c) For a period of 45 days after the Closing Date, Sprint will, and will cause its Subsidiaries to promptly afford NewCo, NewCo LLC and their respective employees,

accountants and legal counsel such assistance and access to the books, records, work papers and personnel of Sprint and its Subsidiaries during normal business hours as is reasonably requested by NewCo or NewCo LLC, for the purposes of reviewing the Sprint Pre-Closing Financing assumed by Sprint Sub LLC prior to the LLC Contribution (the “ Post-Closing Verification Period ”); provided that the Post-Closing Verification Period will be extended as appropriate if Sprint does not provide NewCo, NewCo LLC and such representatives such access for such 45-day period. In the event that NewCo or NewCo LLC in good faith determines that any item or amount of the Sprint Pre-Closing Financing was assumed by Sprint Sub LLC in violation of Section 1.2(a), NewCo or NewCo LLC shall have the right to dispute such item or amount by delivering written notice thereof (the “ Objection ”) to Sprint on or before the last day of the Post-Closing Verification Period, which notice shall set forth in reasonable detail the basis for its objection(s). Following the receipt of the Objection by Sprint, NewCo and NewCo LLC, on the one hand, and Sprint, on the other hand, shall seek in good faith to resolve any differences which they may have with respect to the matters specified in the Objection. If such Parties are not able to resolve all of the differences specified in the Objection within 30 days after the Objection is received by Sprint, either NewCo or NewCo LLC, on the one hand, or Sprint, on the other hand, may submit the remaining differences to a mutually acceptable and nationally recognized independent accounting firm (who shall not have any material relationship with Sprint or NewCo) (the “ Accounting Referee ”), to review this Agreement and the remaining disputed item(s) or amount(s) for the purpose of determining whether such item(s) or amount(s) were assumed by Sprint Sub LLC in violation of Section 1.2(a) (it being understood that, to the extent appropriate, the Accounting Referee shall utilize employees of its firm with substantial telecommunications expertise). The Accounting Referee shall deliver to NewCo, NewCo LLC and Sprint, as promptly as practicable, a report setting forth its written determination of the remaining disputed item(s) or amount(s). Such report shall be final and binding upon NewCo, NewCo LLC and Sprint. The cost of such review and report shall be borne by NewCo LLC. For purposes of this Section 1.2(c), (i) all action taken by NewCo or NewCo LLC shall be determined and directed by the senior management of NewCo unless such action requires action on the part of the NewCo Board of Directors, in which case such action shall be determined and directed by the members of the NewCo Board of Directors other than the Sprint Designees (as such term is defined in the Equityholders’ Agreement) and (ii) the Sprint Designees will recuse themselves from all consideration of these matters.

     (d) If it is determined in accordance with Section 1.2(c), whether by agreement of NewCo, NewCo LLC and Sprint, or in the absence of such agreement, by the Accounting Referee, that the aggregate Sprint Pre-Closing Financing assumed by Sprint Sub LLC prior to the LLC Contribution is in excess of the amount that should have been so assumed (such excess amount, the “ Reimbursement Amount ”), then, if the Sprint Pre-Closing Financing was less than or equal to $426 million, the principal amount of the Secured Note (if the Secured Note has been issued pursuant to Section 1.2(b)) will be reduced by the Reimbursement Amount and, if the Reimbursement Amount is greater than the principal amount of the Secured Note, or if the Secured Note has not been issued pursuant to Section 1.2(b), Sprint shall, promptly after the date of such determination (but in no event later than two Business Days thereafter), pay to Sprint Sub LLC the

remaining portion of the Reimbursement Amount in cash by wire transfer of immediately available funds to a bank account designated by NewCo LLC. If the Sprint Pre-Closing Financing was greater than $426 million, then Sprint will pay 50% of the Reimbursement Amount to Sprint Sub LLC in cash in the manner provided in the immediately preceding sentence and the principal amount of the Secured Note will be reduced by 50% of the Reimbursement Amount (but not below zero); provided that in no event will such cash payment by Sprint reduce the net Cash Payment below $213 million unless the principal amount of the Secured Note has been reduced to zero, in which case Sprint will pay to Sprint Sub LLC any remaining portion of the Reimbursement Amount in cash as set forth in this Section 1.2(d).

     (e) Upon the repayment (whether in cash or in a reduction in principal amount of the Secured Note) of the Reimbursement Amount, if applicable, Sprint will be required to repay to Sprint Sub LLC an amount of the Pre-Closing Accrued Interest equal to all interest that accrued in respect of the Reimbursement Amount from the date of incurrence through but excluding the Sprint Pre-Closing Financing Repayment Date in accordance with the Sprint Pre-Closing Financing. Any Pre-Closing Accrued Interest that is required to be repaid will be repaid in a combination of cash and reduction in principal amount of the Secured Note in the same proportion as the Reimbursement Amount. Any reduction in the principal amount of the Secured Note pursuant to this Section 1.2(e) will be effective as of the Sprint Pre-Closing Financing Repayment Date.

     (f) In addition, (i) the portion of the Reimbursement Amount that Sprint is required to repay in cash and (ii) the interest, if any, paid by Sprint Sub LLC to Sprint pursuant to the Secured Note with respect to the portion of the Reimbursement Amount for which the Secured Note is reduced pursuant to Section 1.2(e), shall bear interest for each Interest Period from and including (x) in the case of clause (i), the Sprint Pre-Closing Financing Repayment Date and (y) in the case of clause (ii), the date on which any such interest was paid, to but excluding the date of payment pursuant to Section 1.2(d) at a rate per annum equal to LIBOR plus 250 basis points. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 360 days and the actual number of days elapsed. Any interest that is required to be repaid on the Reimbursement Amount will be repaid in a combination of cash and reduction in principal amount of the Secured Note in the same proportion as the Reimbursement Amount.

     (g) If, as of December 1, 2008, it appears that the Closing may not occur by December 31, 2008, to the extent permitted by Law, the Parties shall work in good faith to modify the Sprint Budget to address the period after December 31, 2008 through the anticipated Closing Date. The budget for the post-December 31, 2008 period shall include (i) expenditures necessary or appropriate for the maintenance and continuation of the Sprint WiMAX Business as operated from April 1, 2008 through December 31, 2008 and (ii) if agreed by the Parties acting in good faith, additional expenditures for the further expansion of the Sprint WiMAX Business (it being understood that such budget will be developed with a view toward maintaining a cost structure that is as low as reasonably practicable consistent with the foregoing principles). If, 30 days prior to any date through which the Sprint Budget has been modified in accordance with this

Section 1.2(g), it appears that the Closing may not occur by the previous anticipated Closing Date, to the extent permitted by Law, the parties hereto shall again work in good faith to modify the Sprint Budget to address the period through the then-anticipated Closing Date in accordance with the preceding sentence. If the Sprint Budget is modified in accordance with this Section 1.2(g), all references to the Sprint Budget in this Agreement shall be deemed to be references to the Sprint Budget as so modified.

                    SECTION 1.3 NewCo Directors and Certain Other Matters . Immediately following the Closing, the members of the board of directors of NewCo will be determined as set forth in the Equityholders’ Agreement in substantially the form attached as Exhibit I hereto (the “ Equityholders’ Agreement ”). In addition, certain other matters with respect to NewCo after the Closing are set forth on Exhibit K .

ARTICLE 2

                    SECTION 2.1 The Recapitalization . As soon as practicable after satisfaction or, to the extent permitted under this Agreement, waiver of all conditions set forth in Article 9 (the “ Closing Conditions ”) (excluding conditions that by their nature cannot be satisfied until the Closing), and prior to the Effective Time, all outstanding shares of Clearwire Class B Common Stock will be converted into and exchanged for a corresponding number of shares of Clearwire Class A Common Stock (the “ Recapitalization ”).

                    SECTION 2.2 The Merger . At the Effective Time, Clearwire will be merged (the “ Merger ”) with and into Clearwire Sub LLC in accordance with the Delaware General Corporation Law (“ DGCL ”) and the Delaware Limited Liability Company Act (the “ DLLC ” and, together with the DGCL, “ Delaware Law ”), at which time the separate existence of Clearwire will cease, Clearwire Sub LLC will be the surviving entity (the “ Surviving Entity ”) and a wholly owned, direct Subsidiary of NewCo LLC, which, in turn, will be a wholly owned, direct Subsidiary of NewCo. From and after the Effective Time, the Surviving Entity will possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Clearwire, all as provided under Delaware Law.

                    SECTION 2.3 The Closing . Unless this Agreement has been earlier terminated in accordance with Section 12.1, and on the terms and subject to the next sentence and to the conditions set forth in Article 9, the closing of the transactions contemplated by Article 3 and Article 4 (the “ Closing ”) will take place as soon as practicable, but (i) in no event until after the Recapitalization and the Merger and (ii) subject to clause (i) above, on the last Business Day of the calendar month in which satisfaction or waiver of the Closing Conditions occurs (excluding conditions that by their nature cannot be satisfied until the Closing), or another time and date that the Parties agree to in writing. Clearwire will provide notice to the Parties that, in its view, the Closing is reasonably likely to occur (x) at least 10 Business Days prior to the anticipated Closing Date if the anticipated Closing Date is within six months of the Execution Date and (y) at least five Business Days prior to the Closing Date if the anticipated Closing Date is beyond six months following the Closing Date. The Closing will be held at the New York offices of King & Spalding LLP at 10:00 a.m. local time unless another place is

agreed to in writing by the Parties. All actions taken at the Closing will be deemed to have been taken contemporaneously, but in the order specified in this Agreement.

                    SECTION 2.4 Effective Time . As soon as practicable after satisfaction or, to the extent permitted under this Agreement, waiver of all Closing Conditions and consummation of the Recapitalization, Clearwire will file a certificate of merger (the “ Certificate of Merger ”) with the Delaware Secretary of State in the form required by and executed and completed in accordance with the relevant provisions of Delaware Law and make all other filings or recordings required by Delaware Law to effect the Merger. The Merger will become effective on the date and at the time the Certificate of Merger is filed with the Delaware Secretary of State (or at a later date and time specified, if any, in the Certificate of Merger). The time when the Merger will become effective is referred to as the “ Effective Time. ”

                    SECTION 2.5 Conversion of Shares; Capitalization of NewCo LLC . At the Effective Time, by virtue of the Merger and without any other action on part of the holders of the shares:

     (a) each share of Clearwire Class A Common Stock and each Clearwire restricted stock unit will be canceled and retired and cease to exist and will be converted into the right to receive one share of Class A Common Stock (the “ Merger Consideration ”); except that to the extent that any shares of Class A Common Stock are issued in exchange for unvested restricted Clearwire Class A Common Stock or any unvested Clearwire restricted stock units that were granted to Clearwire employees under Clearwire Stock Option Plans or otherwise, those shares of Class A Common Stock will continue to have substantially the same terms and conditions as applied to the corresponding restricted shares or restricted stock units immediately before the Effective Time;

     (b) All shares of Clearwire Class A Common Stock that are held by Clearwire as treasury stock prior to the Effective Time will be canceled and retired and cease to exist and no Merger Consideration will be delivered in exchange therefor;

     (c) Each membership interest of Clearwire Sub LLC issued and outstanding prior to the Effective Time shall remain outstanding and shall constitute the only issued and outstanding equity interests of the Surviving Entity immediately after the Effective Time;

     (d) NewCo LLC will issue to NewCo a number of Voting Units and Class A Common Units so that NewCo holds a number of Voting Units and Class A Common Units in NewCo LLC equal to the number of shares of Clearwire Class A Common Stock outstanding after the Recapitalization and immediately prior to the Effective Time pursuant to the terms of the Initial NewCo LLC Agreement; and

     (e) The outstanding shares of common stock of NewCo held by Clearwire immediately prior to the Effective Time will be canceled at the Effective Time.

     SECTION 2.6 Surrender and Payment .

     (a) Clearwire has appointed the Exchange Agent for the purpose of exchanging the Merger Consideration for:

     (i) certificates representing shares of Clearwire Capital Stock (the “ Certificates ”) or

     (ii) uncertificated shares of Clearwire Capital Stock (the “ Uncertificated Shares ”).

Promptly after the Closing Date, NewCo will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock at the Effective Time a letter of transmittal and instructions that will specify that the delivery will be effected, and risk of loss and title will pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent.

     (b) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on

     (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or

     (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares,

the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stock.

     (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that

     (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and

     (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payable.

     (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2.

     (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

                    SECTION 2.7 Stock Options .

     (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “ Clearwire Stock Option Plans ”) to purchase shares of Clearwire Class A Common Stock (a “ Clearwire Stock Option ”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to:

     (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by

     (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided , however , if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code.

     (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7.

     (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options.

     (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

                    SECTION 2.8 Warrants . At the Effective Time, each warrant to purchase shares of Clearwire Class A Common Stock (a “ Clearwire Warrant ”), whether or not exercisable or vested, outstanding immediately prior to the Effective Time under any agreement, plan or arrangement of Clearwire (the “ Clearwire Warrant Agreements ”) will be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under that Clearwire Warrant, the same number of whole shares of Class A Common Stock as the holder of the Clearwire Warrant would have been entitled to receive under the Merger had the holder exercised the Clearwire Warrant in full immediately before the Effective Time, at a price per share of Class A Common Stock equal to the exercise price set forth in the applicable Clearwire Warrant.

                    SECTION 2.9 Withholdings . Each of Clearwire, NewCo, NewCo LLC and Clearwire Sub LLC will be entitled to deduct and withhold from the consideration otherwise payable to any Person under this Article 2 any amount it is required to deduct and withhold with respect to the making of the payment under any provision of federal, state, local or foreign Tax Law. If Clearwire, NewCo, NewCo LLC or Clearwire Sub LLC withholds any amount in accordance with the immediately preceding sentence, the amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which Clearwire, NewCo, NewCo LLC or Clearwire Sub LLC made the deduction and withholding.

                    SECTION 2.10 Lost Certificates . If any Certificate has been lost, stolen or destroyed, on the making of an affidavit of that fact by the Person claiming that Certificate to be lost, stolen or destroyed and, if required by NewCo, NewCo LLC or Clearwire Sub LLC, delivery by that Person of an agreement in form reasonably satisfactory to NewCo, NewCo LLC or Clearwire Sub LLC or, as NewCo, NewCo LLC or Clearwire Sub LLC may reasonably deem necessary, the posting by that Person of a bond, in whatever reasonable amount

NewCo, NewCo LLC or Clearwire Sub LLC may direct, as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent will issue, in exchange for the lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Clearwire Capital Stock represented by that Certificate, as contemplated by this Section 2.10.

ARTICLE 3

TRANSFER OF SPRINT ASSETS

                    SECTION 3.1 Transfer of Sprint Assets . Before Closing, Sprint will cause the Sprint Assets to be held in their entirety by one or more of the Transfer Entities.

                    SECTION 3.2 Contribution of the Transfer Entities .

     (a) Before the Closing, Sprint will cause the Transfer Entities to be contributed to Sprint HoldCo LLC, and Sprint HoldCo LLC will accept Capital Stock of the Transfer Entities, in each case, free and clear of any Encumbrance. Sprint will then cause Sprint HoldCo LLC to contribute the Transfer Entities to Sprint Sub LLC, and Sprint Sub LLC will accept the Capital Stock of the Transfer Entities, free and clear of any Encumbrance, and Sprint Sub LLC will issue to Sprint HoldCo LLC all of the Capital Stock of Sprint Sub LLC in accordance with the terms of the Sprint Sub LLC Agreement. The Transfer Entities will be transferred free of cash and Indebtedness (including any Encumbrances related thereto), other than the Sprint Pre-Closing Financing assumed by Sprint Sub LLC in accordance with Section 1.2(a). From and after the contributions described in this Section 3.2(a), Sprint will cause the Transfer Entities and Sprint Sub LLC to be entities disregarded as separate from Sprint HoldCo LLC for U.S. federal income tax purposes until the consummation of the transactions described in Section 3.3.

     (b) Sprint will (i) use its Reasonable Best Efforts to transfer, or cause to be transferred, by assignment (and not by means of merger, liquidation or any other means), prior to the Closing, all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, and all Liabilities that relate primarily to the Sprint WiMAX Business to one or more newly formed single member limited liability companies that are treated as disregarded entities for U.S. federal income tax purposes and (ii) with respect to those assets and Liabilities that are not assigned under clause (i), each Transfer Entity that holds any such assets and Liabilities that as of the Execution Date is not a limited liability company treated as a disregarded entity for U.S. federal income tax purposes, cause such assets and Liabilities to be held by a limited liability company that is treated as a disregarded entity for U.S. federal income tax purposes, whether through a conversion, merger, liquidation or other means (each limited liability company described in clause (i) or (ii) above, a “ New Sprint LLC ”). For purpose of clause (i) of the preceding sentence, Sprint will use its Reasonable Best Efforts with respect to any particular assets until the earlier of (x) the date of the receipt of the FCC Consent and (y) the date that Sprint in its reasonable judgment determines that the assignment cannot be made because it would cause Sprint

to incur costs (other than de minimis amounts), including transfer Taxes, greater than those that would be incurred under clause (ii). Each New Sprint LLC will at the time of such transaction under clause (i) or (ii) be deemed to be a Transfer Entity, and each entity that no longer holds the relevant assets or Liabilities will no longer be considered a Transfer Entity, if applicable, for all purposes of this Agreement. Within five Business Days before the Closing, Sprint will provide the other Parties a revised Section 7.1(c) of the Sprint Disclosure Schedule showing the then Transfer Entities. Sprint’s obligation to use its Reasonable Best Efforts to transfer by assignment any Sprint Lease will not require Sprint to request the consent of the lessor or sublessor under any such Sprint Lease if Sprint reasonably determines such consent is necessary to effectuate such transfer by assignment, if Sprint, in its reasonable discretion, determines that seeking such consent is not in the best interests of facilitating the Transactions, would cause Sprint to incur any additional out-of-pocket costs (other than de minimis amounts), or would be reasonably likely to damage the relationship with the lessor under the Sprint Lease.

                    SECTION 3.3 Contribution Consideration to NewCo LLC and NewCo . At the Closing, but following completion of the Merger,

     (a) Sprint will cause Sprint HoldCo LLC to transfer all of the Capital Stock of Sprint Sub LLC to NewCo LLC, free and clear of any Encumbrance, and NewCo LLC will issue 370,000,000 Class B Common Units to Sprint HoldCo LLC in accordance with the terms of the NewCo LLC Agreement (the “ LLC Contribution ”);

     (b) Sprint will cause Sprint HoldCo LLC to contribute $37,000 in cash to NewCo in consideration for NewCo’s issuance to Sprint HoldCo LLC of 370,000,000 shares of Class B Common Stock; and

     (c) NewCo will contribute the cash received from Sprint HoldCo LLC pursuant to Section 3.3(b) to NewCo LLC in exchange for 370,000,000 Voting Units in NewCo LLC.

                    SECTION 3.4 Repayment . NewCo LLC will repay, or cause to be repaid, in full, in accordance with the terms of the Assumed Note and Section 1.2(b), the Sprint Pre-Closing Financing that was assumed by Sprint Sub LLC prior to the LLC Contribution.

                    SECTION 3.5 Marketing Funds . Sprint has the right (subject to the satisfaction of the conditions set forth in the relevant agreements) to have expended on its behalf approximately $250 million of market development and device incentive funds (“ Marketing Funds ”) by one or more vendors under supply agreements relating to the Sprint WiMAX Business. Subject to the terms of, and performance by Sprint of its obligations under the relevant agreements (x) to be performed prior to the Closing and (y) which relate to or impact the availability of any of the Marketing Funds, Sprint will have the right to retain up to $100 million of the Marketing Funds for its own benefit and not to assign those rights to the Transfer Entities. If the vendor or vendors providing the Marketing Funds to be allocated to Sprint are unwilling to allow Sprint to retain such Marketing Funds or allocate the full $100 million of Marketing Funds for Sprint’s own benefit prior to the end of 2009, NewCo will direct such

additional spending of the Marketing Funds as directed by Sprint for the benefit of Sprint prior to December 31, 2009, so that Sprint receives the full $100 million benefit prior to that date. Such direction will be made by NewCo as and when the vendors have committed to expend any Marketing Funds after the Closing pursuant to supply agreements entered into by Sprint and its Subsidiaries prior to the Closing. Sprint and NewCo will discuss and cooperate with respect to the use of such Marketing Funds for Sprint’s benefit. If prior to the Closing, Sprint takes any actions to amend the Marketing Funds provisions of the relevant agreements or otherwise takes or fails to take any actions that adversely affect NewCo’s rights to the Marketing Funds (other than the $100 million of the Marketing Funds to be retained by Sprint pursuant to this Section 3.5), NewCo shall be entitled to seek monetary damages against Sprint to compensate NewCo for the loss of such Marketing Funds. NewCo will not take any actions to amend the Marketing Funds provisions of the relevant agreements or otherwise adversely affect such Marketing Funds to be allocated to Sprint until its obligations to Sprint under this Section 3.5 have been satisfied in full.

ARTICLE 4

INVESTMENTS

                    SECTION 4.1 Contributions of Certain Investors .

     (a) At the Closing, but following the completion of the Merger and the LLC Contribution, Comcast will contribute $1,050,000,000 to NewCo LLC, TWC will contribute $550,000,000 to NewCo LLC, BHN will contribute $100,000,000 to NewCo LLC, and Intel will contribute $1,000,000,000 to NewCo LLC.

     (b) In consideration for the contribution described in Section 4.1(a), NewCo LLC will issue in accordance with the terms of the NewCo LLC Agreement (i) 52,500,000 Class B Common Units and 52,500,000 Voting Units to Comcast, (ii) 27,500,000 Class B Common Units and 27,500,000 Voting Units to TWC, (iii) 5,000,000 Class B Common Units and 5,000,000 Voting Units to BHN and (iv) 50,000,000 Class B Common Units and 50,000,000 Voting Units to Intel.

     (c) Each of Comcast, TWC, BHN and Intel will transfer all of its Voting Units to NewCo in consideration for NewCo’s issuance to such Investor of an equal number of shares of Class B Common Stock.

     (d) All payments required under this Section 4.1 will be made in cash by wire transfer of immediately available funds to a bank account(s) of NewCo LLC designated in writing by NewCo LLC at least three Business Days before the Closing Date.

                    SECTION 4.2 Google’s Purchase of Shares and NewCo Contribution to NewCo LLC .

     (a) At the Closing, but following the completion of the Merger and the LLC Contribution and simultaneously with the consummation of the transactions described in Section 4.1, Google will purchase from NewCo, and NewCo will issue to Google,

25,000,000 shares of Class A Common Stock for an aggregate Investment of $500,000,000.

     (b) After the issuance of Class A Common Stock to Google under Section 4.2(a), NewCo will contribute Google’s Investment to NewCo LLC and NewCo LLC will issue to NewCo 25,000,000 Voting Units and Class A Common Units.

     (c) All payments required under this Section 4.2 will be made in cash by wire transfer of immediately available funds to a bank account(s) of NewCo designated in writing by NewCo at least three Business Days before the Closing Date.

                    SECTION 4.3 Post-Closing Adjustment .

     (a) On the Adjustment Date:

     (i) If the Adjustment Amount with respect to an Investor who made its Investment (or the applicable portion of its Investment) under Section 4.1(a) is a positive number:

          (A) Such Investor will transfer to NewCo LLC for no consideration a number of Class B Common Units held by such Investor equal to such Adjustment Amount and, simultaneously with such transfer, NewCo will transfer to NewCo LLC for no consideration a number of Voting Units held by NewCo equal to such Adjustment Amount and all such Class B Common Units and Voting Units shall be immediately and automatically canceled; and

          (B) Such Investor will transfer to NewCo for no consideration a number of shares of Class B Common Stock held by such Investor equal to such Adjustment Amount and all such shares of Class B Common Stock shall be immediately and automatically canceled.

     (ii) If the Adjustment Amount with respect to an Investor who made its Investment (or the applicable portion of its Investment) under Section 4.1(a) is a negative number:

          (A) NewCo LLC will issue to such Investor for no additional consideration a number of Class B Common Units equal to the absolute value of such Adjustment Amount and issue to such Investor for no additional consideration a number of Voting Units equal to the absolute value of such Adjustment Amount; and

          (B) Immediately thereafter, such Investor will transfer a number of Voting Units to NewCo equal to the absolute value of such Adjustment Amount in consideration for NewCo’s issuance to such Investor of a number of shares of Class B Common Stock equal to the absolute value of such Adjustment Amount and NewCo will deliver to

such Investor a stock certificate or evidence of book-entry for those shares duly executed by NewCo.

     (iii) If the Adjustment Amount with respect to an Investor who made its Investment (or the applicable portion of its Investment) under Section 4.2(a) is a positive number:

          (A) Such Investor will transfer to NewCo for no consideration a number of shares of Class A Common Stock held by such Investor equal to such Adjustment Amount; and

          (B) Simultaneously with such transfer, NewCo will transfer to NewCo LLC for no consideration a number of Voting Units held by NewCo equal to such Adjustment Amount and a number of Class A Common Units held by NewCo equal to such Adjustment Amount and all such Voting Units and Class A Common Units shall be immediately and automatically canceled.

     (iv) If the Adjustment Amount with respect to an Investor who made its Investment (or the applicable portion of its Investment) under Section 4.2(a) is a negative number:

          (A) NewCo will issue to such Investor for no additional consideration a number of shares of Class A Common Stock equal to the absolute value of such Adjustment Amount and deliver to such Investor a stock certificate or evidence of book-entry for those shares duly executed by NewCo; and

          (B) Simultaneously with such issuance, NewCo LLC will issue to NewCo a number of Voting Units equal to the absolute value of such Adjustment Amount and a number of Class A Common Units equal to the absolute value of such Adjustment Amount.

     (b) NewCo, NewCo LLC and each Investor will execute any documents necessary to effect the adjustments contemplated pursuant to clause (a) above.

     (c) During the period between the Closing and the Adjustment Date, NewCo shall not effect any reclassification, recapitalization, stock split (including reverse stock split), stock dividend, merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, commit to do so or publicly announce its intention to do so.

     (d) The shares of Class A Common Stock and Class B Common Stock and Class A Common Units, Class B Common Units and Voting Units, if any, to be issued in connection with any adjustment made pursuant to clause (a) above, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of Encumbrances, preemptive rights or

other similar rights, other than Encumbrances, preemptive rights or similar rights created by the Equityholders’ Agreement or the NewCo LLC Agreement.

     (e) The Parties intend that the adjustments pursuant to this Section 4.3 be treated for U.S. federal income tax purposes as adjustments to the purchase price paid to (i) NewCo LLC by the Investors for their Class B Common Units and Voting Units or (ii) NewCo by the Investors for their Class A Common Stock, as applicable, and as an adjustment to the purchase price paid by the Investors for their shares of Class B Common Stock acquired from NewCo, as applicable, and not as separate transactions for those purposes; provided , however , that for purposes of making such adjustments, the portion of the purchase price allocable to Voting Units and Class B Common Stock shall in all cases be consistent with Section 10.12.

                    SECTION 4.4 NewCo and NewCo LLC Joinder . Clearwire shall cause each of NewCo and NewCo LLC to enter into a written agreement at the Closing, in a form reasonably satisfactory to the Investors and Sprint, pursuant to which each of NewCo and NewCo LLC will agree to be bound by the terms and provisions of this Agreement contemplating performance by NewCo or NewCo LLC, as applicable, after the Effective Time (including Section 3.5, Section 4.3, Section 10.6 and Section 10.17) and will make the representations and warranties set forth in Section 4.3(d) to Sprint and each Investor.

                    SECTION 4.5 Use of Proceeds . The aggregate proceeds received by NewCo LLC from the Total Investment on the Closing Date will be used by NewCo LLC (a) to pay fees and expenses incurred by NewCo (in accordance with Article 3 of the NewCo LLC Agreement), (b) to pay fees and expenses incurred by NewCo LLC in connection with the Transactions, including the fees and expenses contemplated under Section 10.11 and Section 14.14(a), (c) for capital expenditures and operational expenditures associated with the deployment and operation of the Wireless Broadband Network, including, expenditures for spectrum acquisitions, site acquisition, network construction and wireless broadband infrastructure, (d) subject to the limitations in the Equityholders’ Agreement, funding the business operations and activities of NewCo LLC’s international operations, (e) otherwise as permitted or contemplated by this Agreement and the NewCo LLC Agreement, including the repayment of the Sprint Pre-Closing Financing and (f) otherwise as may be approved by the NewCo Board of Directors in accordance with this Agreement, the Equityholders’ Agreement and the NewCo LLC Agreement.

ARTICLE 5

CLOSING DELIVERABLES

                    SECTION 5.1 Clearwire Closing Deliverables . At the Closing, Clearwire will deliver, or cause to be delivered, to the other Parties the following:

     (a) certificates executed by an executive officer of Clearwire and the Chief Financial Officer of Clearwire certifying compliance by Clearwire with the conditions set forth in Section 9.2(a), Section 9.4(a), Section 9.2(b), Section 9.4(b), Section 9.2(d) and Section 9.4(d), solely with respect to Clearwire and its Subsidiaries;

     (b) a certificate duly executed by the Secretary or any Assistant Secretary of Clearwire, dated as of the Closing Date, certifying

     (i) the good standing of each of Clearwire, NewCo, NewCo LLC and Clearwire Sub LLC in its jurisdiction of incorporation or formation, as applicable,

     (ii) the effectiveness of the resolutions of the board of directors of Clearwire authorizing the execution, delivery and performance of this Agreement, and

     (iii) the receipt of the Clearwire Stockholder Approval;

     (c) a certificate duly executed by the Secretary or any Assistant Secretary of NewCo, dated as of the Closing Date, certifying

     (i) the good standing of NewCo in its jurisdiction of incorporation, and

     (ii) the effectiveness of the resolutions of the board of directors of NewCo authorizing the execution, delivery and performance of this Agreement;

     (d) a certificate duly executed by the Managing Member (as defined in the NewCo LLC Agreement) of NewCo LLC, dated as of the Closing Date, certifying

     (i) the good standing of NewCo LLC in its jurisdiction of formation, and

     (ii) the due authorization by the Managing Member of NewCo LLC authorizing the execution, delivery and performance of this Agreement;

     (e) the NewCo LLC Agreement, duly executed by NewCo;

     (f) the Registration Rights Agreement, duly executed by NewCo;

     (g) the Equityholders’ Agreement, duly executed by NewCo;

     (h) to each Investor making its Investment (or the applicable portion of its Investment) under Section 4.1(a), an instrument (which may be evidence of book-entry) evidencing the Voting Units to be issued at the Closing duly executed by NewCo LLC;

     (i) to each Investor making its Investment (or the applicable portion of its Investment) under Section 4.2(a), a stock certificate for each such Investor or evidence of book-entry for the respective shares of Class A Common Stock to be issued at Closing duly executed by NewCo;

     (j) an instrument (which may be evidence of book-entry) for Sprint HoldCo LLC and each Investor (other than Google) evidencing the Class B Common Units to be issued at the Closing duly executed by NewCo LLC;

     (k) a stock certificate for Sprint HoldCo LLC and each Investor (other than Google) or evidence of book-entry for the respective shares of Class B Common Stock to be issued at Closing duly executed by NewCo;

     (l) all other Ancillary Agreements (other than those signed and delivered on the Execution Date) to which Clearwire, NewCo, NewCo LLC or Clearwire Sub LLC is a party, duly executed by Clearwire, NewCo, NewCo LLC and Clearwire Sub LLC, as applicable;

     (m) evidence in a form and substance reasonably satisfactory to Sprint and the Investors of the receipt of the Credit Agreement Consent or the consummation of the Credit Agreement Refinancing;

     (n) copies of the opinions to be provided under Section 9.1(n) solely for information purposes;

     (o) if the Secured Note is issued pursuant to Section 1.2(b), the Secured Note Documentation, duly executed by NewCo LLC and/or one or more of its Subsidiaries, as applicable, to be effective one Business Day after the Closing (such documentation to be delivered only to Sprint); and

     (p) all other documents required to be entered into by Clearwire, NewCo, NewCo LLC or Clearwire Sub LLC under this Agreement or reasonably requested by other Parties to consummate the Transactions.

                    SECTION 5.2 Sprint Closing Deliverables . At Closing, Sprint will deliver, or cause to be delivered, to the other Parties the following:

     (a) certificates executed by an executive officer of Sprint and the Chief Financial Officer of Sprint as to compliance by Sprint with the conditions set forth in Section 9.3(a), Section 9.4(a), Section 9.3(b), Section 9.4(b), Section 9.3(d) and Section 9.4(d), solely with respect to Sprint and its Subsidiaries;

     (b) (i) a certificate duly executed by the Chief Financial Officer of Sprint, dated as of the Closing Date, certifying that the consummation of the Transactions will not (x) cause a breach of any covenants or obligations under the Sprint Senior Debt Agreements or (y) increase the magnitude of any then-existing unrelated breach of any covenants or obligations under the Sprint Senior Debt Arrangements and (ii) a legal opinion of King & Spalding LLP or another law firm of nationally recognized standing to the effect that the consummation of the Transactions will not violate, cause a default or event of default under or cause the imposition of a lien on the assets or property of NewCo or any of its Subsidiaries under the Sprint Senior Debt Agreements, which opinion shall (A) be subject to reasonable and customary assumptions, (B) be based upon reasonable and customary certificates from NewCo and Sprint, (C) be in form and substance reasonably satisfactory to NewCo and (D) provide that NewCo shall (and the lenders under the Credit Agreement (or any replacement in accordance with Section 10.1(a)(xv))) also be entitled to rely thereon; provided , however , if Sprint is unable to provide the foregoing certificate and legal opinion without taking actions of the type

described in Section 2.13 of the Equityholders’ Agreement, Sprint shall be required to take, as promptly as possible to permit the Closing to occur at the end of the calendar month in which it otherwise would occur but for Sprint’s inability to provide such certificate or legal opinion, such actions in order to be able to deliver such certificate and legal opinion effective as of such Closing Date, and the rights and obligations of the Parties under Section 2.13 of the Equityholders’ Agreement shall apply with respect to such actions;

     (c) a certificate duly executed by the Secretary or any Assistant Secretary of Sprint, dated as of the Closing Date, certifying

     (i) the good standing of Sprint, Sprint HoldCo LLC, Sprint Sub LLC and each Transfer Entity, in its jurisdiction of incorporation or formation, as applicable and

     (ii) the effectiveness of the resolutions of the board of directors of Sprint authorizing the execution, delivery and performance of this Agreement;

     (d) the NewCo LLC Agreement, duly executed by Sprint;

     (e) the Registration Rights Agreement, duly executed by Sprint;

     (f) the Equityholders’ Agreement, duly executed by Sprint;

     (g) an instrument evidencing the transfer of the Capital Stock of Sprint Sub LLC to be transferred at Closing, duly executed by Sprint HoldCo LLC;

     (h) an instrument evidencing the wire transfer of the consideration for the Class B Common Stock to be issued to Sprint HoldCo LLC in immediately available funds to a bank account designated in writing by NewCo;

     (i) all other Ancillary Agreements to which Sprint and/or one or more appropriate Subsidiaries of Sprint is a party, duly executed by Sprint and/or the appropriate Subsidiary of Sprint;

     (j) all organizational documents and books and records of Sprint Sub LLC and each of the Transfer Entities (such organizational documents and books and records to be delivered only to NewCo);

     (k) one or more instruments evidencing the conversion and/or transfers of assets and Liabilities contemplated by Section 3.2 (such instruments to be delivered only to NewCo);

     (l) if the Secured Note is issued pursuant to Section 1.2(b), the Secured Note Documentation, duly executed by Sprint and/or one or more of its Subsidiaries, as applicable, to be effective one Business Day after the Closing (such documentation to be delivered only to NewCo); and

     (m) all other documents required to be entered into by Sprint under this Agreement or reasonably requested by the other Parties to consummate the Transactions.

                    SECTION 5.3 Investor Closing Deliverables . At Closing, each Investor will deliver, or cause to be delivered, to the other Parties the following:

     (a) an instrument evidencing the wire transfer of such Investor’s Investment in immediately available funds to a bank account designated in writing by NewCo or NewCo LLC, as the case may be;

     (b) a certificate executed by an executive officer of such Investor certifying compliance by such Investor with the conditions set forth in Section 9.2(a), Section 9.3(a), Section 9.2(b) and Section 9.3(b), solely with respect to such Investor and its Subsidiaries;

     (c) a certificate duly executed by the Secretary or any Assistant Secretary of such Investor, dated as of the Closing Date, certifying

     (i) the good standing of such Investor, in its jurisdiction of incorporation or formation, as applicable; and

     (ii) the effectiveness of the resolutions of the board of directors of such Investor, or other evidence of authority, authorizing the execution, delivery and performance of this Agreement;

     (d) the NewCo LLC Agreement, duly executed by such Investor (other than Google);

     (e) an instrument evidencing the transfer of the Voting Units to be transferred at Closing, duly executed by such Investor (other than Google);

     (f) the Equityholders’ Agreement, duly executed by such Investor;

     (g) all other Ancillary Agreements required to be entered into by such Investor under this Agreement, duly executed by such Investor and/or one or more appropriate Subsidiaries of such Investor; and

     (h) all other documents required to be entered into by such Investor and/or one or more appropriate Subsidiaries of such Investor under this Agreement or reasonably requested by the other Parties to consummate the Transactions.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF CLEARWIRE

     Except as disclosed in the disclosure letter (the “ Clearwire Disclosure Schedule ”) delivered by Clearwire to Sprint and the Investors prior to the execution of this Agreement (which letter sets forth items of disclosure with specific reference to the particular Section or

subsection of this Agreement to which the information in the Clearwire Disclosure Schedule relates), except:

     (A) any information set forth in one section of the Clearwire Disclosure Schedule will be deemed to apply to each other Section or subsection of this Agreement to which its relevance is reasonably apparent from a reasonable reading thereof to a reasonable person without independent knowledge of the matters so disclosed; and

     (B) notwithstanding anything in this Agreement to the contrary, the inclusion of an item in such schedule as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have a Clearwire Material Adverse Effect.

Clearwire represents and warrants to the other Parties as of the Execution Date and the Closing Date as follows:

                    SECTION 6.1 Organization; Authorization .

     (a) Clearwire and each of its Subsidiaries is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has all corporate, limited liability company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect. Clearwire and each of its Subsidiaries has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is or will be a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Clearwire and each of its Subsidiaries is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect.

The affirmative (in person or by proxy) vote of the holders of a majority of the outstanding voting power of Clearwire A Common Stock and Clearwire Class B Common Stock, voting together as a single class, voting to approve this Agreement and the Transactions contemplated hereby is the only vote of the holders of Clearwire Capital Stock necessary in connection with the consummation of the Transactions contemplated by this Agreement (the “ Clearwire Stockholder Approval ”). The execution and delivery of this Agreement and the Ancillary Agreements to which Clearwire or any Subsidiary of Clearwire is or will be a party, and the performance by Clearwire and each of its Subsidiaries of its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions, except for the Clearwire Stockholder Approval, on the part of Clearwire and each of its Subsidiaries. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Clearwire will be a party at Closing will be, duly executed and delivered by

Clearwire and such Subsidiary and constitutes, and will constitute, a legal, valid and binding obligation of Clearwire and such Subsidiary, as the case may be, enforceable against it and such Subsidiary in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of equity affecting creditors’ rights and remedies generally (the “ Bankruptcy Exception ”).

Clearwire has furnished or made available to Sprint and the Investors true and complete copies of its and of each of its material Subsidiary’s organizational documents, each as amended to date. Those organizational documents are in full force and effect, and neither Clearwire nor any Subsidiary of Clearwire is in violation of any provision of its respective organizational documents, except as would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect.

     (b) At a meeting duly called and held on May 5, 2008, Clearwire’s board of directors, by the affirmative vote of all directors voting at the meeting,

     (i) declared that this Agreement and the Transactions contemplated by it, including the Merger, are advisable and in the best interests of Clearwire and Clearwire’s stockholders,

     (ii) approved and adopted this Agreement and the Transactions contemplated by it, including the Merger, and

     (iii) resolved to recommend acceptance, approval and adoption of this Agreement and the Merger by Clearwire’s stockholders.

     (c) Morgan Stanley & Co. Incorporated (the “ Independent Advisor ”) has delivered to Clearwire’s board of directors its written opinion, dated the Execution Date, that, as of the Execution Date and based on the assumptions, qualifications and limitations contained in that written opinion, the consideration to be received by holders of Clearwire Class A Common Stock as a result of the Merger is fair to such Clearwire stockholders from a financial point of view. A complete copy of such opinion will be made available solely for information purposes to Sprint and each Investor as soon as practicable after the Execution Date.

     (d) As of Closing, each of NewCo, NewCo LLC and Clearwire Sub LLC will be a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or incorporation and will have all limited liability company or corporate power and all Governmental Licenses required to carry on its business, as then being conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect. Each of NewCo, NewCo LLC and Clearwire Sub LLC on the Closing Date will have all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Immediately prior to the Closing, each of NewCo, NewCo LLC and Clearwire Sub LLC will be duly

qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect. Since the date of its formation, each of NewCo, NewCo LLC and Clearwire Sub LLC shall not have engaged in any activities and shall not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the Transactions.

     (e) Each of NewCo, NewCo LLC and Clearwire Sub LLC is not, and after giving effect to the Transactions and the transactions contemplated by the Ancillary Agreements, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

                    SECTION 6.2 Non-Contravention . The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it or NewCo, NewCo LLC or Clearwire Sub LLC is a party, the consummation of the Transactions including the Merger and the fulfillment of and compliance with the terms and conditions of this Agreement and the Ancillary Agreements to which it or NewCo, NewCo LLC or Clearwire Sub LLC is or will be as of the Closing a party do not or will not result in the imposition of any Encumbrance, and do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel,

     (a) any term or provision of the certificate of incorporation or bylaws of Clearwire or the organizational documents of NewCo, NewCo LLC or Clearwire Sub LLC,

     (b) any Clearwire Lease or any Clearwire License,

     (c) any Clearwire Contract,

     (d) any Governmental License held by Clearwire or any of its Subsidiaries, (other than a Clearwire License),

     (e) any judgment, decree or order of any Governmental Authority to which Clearwire or any of its Subsidiaries is a party or by which Clearwire or any of its Subsidiaries or any of their respective properties are bound, or

     (f) any Law applicable to any Clearwire Asset and in existence as of the Execution Date,

in the case of each of clauses (b) through (f), except as would not reasonably be expected to result in a Clearwire Material Adverse Effect.

                    SECTION 6.3 Clearwire Licenses .

     (a) Description . Section 6.3 of the Clearwire Disclosure Schedule sets forth: (i) a true and complete list, as of the Execution Date, of each of the Clearwire Licenses, (ii) the lawful, beneficial and exclusive holder of each Clearwire License, and (iii) the BTA, call sign or other identifying information for each Clearwire License. As of April 30, 2008, the number of MHz-Pops covered by Clearwire Licenses and spectrum rights that are subject to Clearwire In-Leases, less the number of MHz-Pops covered by the spectrum rights that are subject to the Clearwire Out-Leases, is at least 13,911,000,000.

     (b) Validity .

     (i) The grant, renewal or assignment of the Clearwire Licenses to the existing licensee of the Clearwire License was approved by the FCC by Final Order, and the Clearwire Licenses are validly issued and in full force and effect; and

     (ii) other than Proceedings of general applicability, there is no Proceeding pending or, to the Knowledge of Clearwire, threatened before the FCC, that, if determined as requested by the moving party or as indicated in any document initiating the Proceeding, could result in the revocation, modification, restriction, cancellation, termination, suspension or non-renewal of any Clearwire License or other action that is adverse to holder of the License, or the imposition of a material monetary fine, nor does Clearwire have Knowledge of any facts which, if asserted, would be reasonably likely to result in any such action. Timely payments have been made to the United States Government for those of the Clearwire Licenses that are BTA authorizations.

     (iii) Neither Clearwire nor any of its Affiliates is a party to any contract, agreement or other arrangement to assign or otherwise dispose of, or that would adversely affect, NewCo’s or its Subsidiaries’ ownership of, any material Clearwire License after the Effective Time.

     (c) License Facilities .

     (i) The facilities subject to a Clearwire License (the “ Clearwire License Facilities ”) were constructed and operated within the timeframe required by then-applicable FCC Rules (or waivers or extensions thereof) to satisfy construction and operating requirements applicable to each Clearwire License;

     (ii) the Clearwire License Facilities since the acquisition of the Clearwire Licenses, and to the Knowledge of Clearwire, at all times, have been operating in material compliance with the FCC authorizations and the FCC Rules, except where the facilities were not required to operate under FCC Rules or by grant of authority from the FCC;

     (iii) none of the Clearwire License Facilities (A) is authorized under an authorization that is subject to challenge before the United States Court of Appeals or (B) is subject to any lease, sublease or any agreement that grants to

any third Person the right, contingent or otherwise, to use, acquire or make it available to, or for use by, a third Person;

     (iv) no Clearwire License is subject to (A) a revocation proceeding or (B) a pending request for waiver of Section 21.303 of the FCC Rules or any successor provision thereto;

     (v) Except as set forth in Section 6.3(c)(v) of the Clearwire Disclosure Schedule, no Clearwire Licenses or Clearwire License Facilities are subject to any contract or other agreement providing for the relocation of wireless facilities or the sharing of any costs associated with any such relocation with respect to the Clearwire Licenses; and

     (vi) no Clearwire License Facilities are operating under special temporary or developmental authority.

     (d) All reports required to be filed by Clearwire with the FCC with respect to the Clearwire Licenses have been timely filed except where the failure to so timely file would not reasonably be expected to result in a Clearwire Material Adverse Effect. To the Knowledge of Clearwire, all reports filed with the FCC relating to the Clearwire Licenses are complete and accurate.

     (e) Clearwire has delivered or made available to Sprint and the Investors true and complete copies of all authorizations comprising each Clearwire License, and, except for documents otherwise publicly available, all documents filed in and all notices or orders issued in connection with, any Proceeding pending at the FCC relating to Clearwire Licenses.

                    SECTION 6.4 Clearwire Leases .

     (a) Section 6.4 of the Clearwire Disclosure Schedule sets forth: (i) a true and complete list, as of the Execution Date, of each of the Clearwire Leases, (ii) the lawful, beneficial and exclusive holder of each Clearwire Lease, (iii) the licensee or sublessor, as applicable, for each such Clearwire Lease, and (iv) the BTA, call sign or other identifying information for each Clearwire Lease.

     (b) Each Clearwire Lease is valid, binding and in full force and effect, meets in all material respects all requirements of Law, and is enforceable in accordance with its terms, except as may be modified by FCC Rules and subject to the Bankruptcy Exception. The applicable Clearwire entity is the lessee or sublessee under each Clearwire Lease (by entry into the Clearwire Lease, assignment of the Lease, transfer of rights or other means) and, except with respect to any capacity of EBS spectrum retained by the holder of the License, has the sole right to use the spectrum under each Clearwire Lease. To the Knowledge of Clearwire, other than the terms of each Clearwire Lease, the FCC Rules limiting the duration of any Clearwire Lease, the FCC’s renewal of the underlying License and the FCC’s renewal of its consent to any Clearwire De Facto Transfer Lease, there are no facts or circumstances that would reasonably be likely to (whether with or

without notice, lapse of time or the occurrence of any other event) preclude the renewal or extension of any Clearwire Lease in the ordinary course of business.

     (c) Clearwire and the Domestic Clearwire Subsidiaries are not, nor to the Knowledge of Clearwire, is any other party to any of the material Clearwire Leases in breach or default under the material Clearwire Leases, and any material breach or default that has been asserted by such other party has been waived, cured or otherwise settled.

     (d) Clearwire and the Domestic Clearwire Subsidiaries have not, nor to the Knowledge of Clearwire, has any other party to any of the material Clearwire Leases claimed in any written statement that the counterparty is in breach or default under the material Clearwire Leases and any past breach or default has been waived, cured or otherwise settled. For purposes of this Section 6.4, any breach of a payment obligation shall be deemed material.

     (e) No party to any Clearwire Lease has claimed in writing, and to the Knowledge of Clearwire, no party has threatened, in any written statement to Clearwire that the party has a right to terminate any Clearwire Lease at any time or to seek damages against any transferor for the violation, breach or default by any transferor of any Clearwire Lease.

     (f) Clearwire has delivered or made available to Sprint and the Investors copies of all Clearwire Leases, which are true and complete in all material respects.

     (g) Neither Clearwire nor any of its Affiliates is a party to any contract, agreement or other arrangement to assign or otherwise dispose of, or that would adversely affect, NewCo’s or its Subsidiaries’ ownership of, any material Clearwire Lease after the Effective Time.

     (h) To the Knowledge of Clearwire:

     (i) the grant, renewal or assignment of the FCC licenses subject to the Clearwire Leases (the “ Clearwire Leased FCC Licenses ”) to the existing licensee of the Clearwire Lease was approved by the FCC by Final Order;

     (ii) the Clearwire Leased FCC Licenses are validly issued and in full force and effect;

     (iii) other than Proceedings of general applicability, there is no Proceeding pending or threatened before the FCC that, if determined as requested by the moving party or as indicated in any document initiating the Proceeding, could result in the revocation, modification, restriction, cancellation, termination, suspension or non-renewal of the Clearwire Leased FCC Licenses or other action that is adverse to the licensee of the Clearwire Lease, nor is Clearwire aware of any facts which, if asserted, would be reasonably likely to result in any such action; and

     (iv) adequate facilities were constructed and operated within the timeframe required by then-applicable FCC Rules (or waivers or extensions thereof) to satisfy construction and operating requirements applicable to each Clearwire Leased FCC License.

     (i) Each Clearwire De Facto Transfer Lease has been granted by the FCC by Final Order.

                    SECTION 6.5 Clearwire Network Assets .

     (a) Except as set forth in Section 6.5 of the Clearwire Disclosure Schedule, Clearwire or one of the Domestic Clearwire Subsidiaries has good and marketable title to each Clearwire Network Asset, free and clear of all Encumbrances. In the aggregate, the Clearwire Network Assets are:

     (i) in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted;

     (ii) usable in the regular and ordinary course of business;

     (iii) operating as intended in accordance with normal industry practice; and

     (iv) conform in all material respects to all applicable Laws.

     Clearwire has no Knowledge of any material defect with any of the material Clearwire Network Assets.

     (b) Each of Clearwire, the Domestic Clearwire Subsidiaries and the Clearwire Network Assets is in compliance with applicable Environmental Laws in all material respects. There are no pending or, to the Knowledge of Clearwire, threatened Proceedings alleging any material liability of, or material noncompliance by, Clearwire or the Domestic Clearwire Subsidiaries under applicable Environmental Laws. Clearwire or the applicable Domestic Clearwire Subsidiary, as the case may be, holds and is in compliance in all material respects with all Governmental Licenses required under Environmental Laws for their operations, including of the Clearwire Network Assets. Solely as a result of the Clearwire Assets, the consummation of the Merger will not require compliance with the New Jersey Industrial Site Recovery Act or with Sections 22a-134 through 22a-134e of the Connecticut General Statutes (commonly known as the Connecticut Transfer Act), each as amended. Notwithstanding anything to the contrary in this Agreement including Section 6.9, the representations contained in this Section 6.5 contain all representations and warranties made by Clearwire in this Agreement with respect to Environmental Laws.

                    SECTION 6.6 Litigation .

     (a) There is no Proceeding instituted or pending or, to the Knowledge of Clearwire, threatened against Clearwire or its Subsidiaries that if adversely determined

would reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect or that, as of the Execution Date, in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Merger or the other Transactions contemplated by this Agreement. There are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court, administrative agency, or by arbitration, as a result of a grievance or other procedure) against or relating to Clearwire, any of its Subsidiaries or, to the Knowledge of Clearwire, any Person for whom Clearwire or any of its Subsidiaries is liable for certain claims that would reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect or that, as of the Execution Date, in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Merger or the other Transactions contemplated by this Agreement.

     (b) Section 6.6(b) of the Clearwire Disclosure Schedule lists all pending litigation and material disputes regarding any Clearwire License or Clearwire Lease (the “ Clearwire License Disputes ”).

                    SECTION 6.7 Tax .

     (a) None of the assets of Clearwire or any of its Subsidiaries is subject to any material Encumbrance for Taxes, except for liens for Taxes not yet due and payable.

     (b) All material Tax Returns required to be filed by Clearwire or any of its Subsidiaries have been timely filed, and all those Tax Returns are true, correct and complete in all material respects.

     (c) All material Taxes owed by Clearwire and its Subsidiaries (whether or not shown on any Tax Return) have been paid, except for those Taxes being contested in good faith and for which adequate reserves have been established in Clearwire’s Financial Statements. Except for Taxes that may arise solely as result of actions or transactions following the Execution Date permitted by this Agreement, neither Clearwire nor any of its Subsidiaries has incurred any liability (whether or not due) for material Taxes since the date of the most recent balance sheet included in the Clearwire Financial Statements other than in the ordinary course of business.

     (d) Except as disclosed in Section 6.7(d) of the Clearwire Disclosure Schedule, there is no currently pending audit or administrative or judicial proceeding with respect to Taxes of Clearwire or any of its Subsidiaries. Except as disclosed in Section 6.7(d) of the Clearwire Disclosure Schedule, neither Clearwire nor any of its Subsidiaries (i) is a party to or bound by any material closing agreement, offer in compromise, gain recognition agreement or any other agreement with any Taxing Authority or any Tax indemnity or Tax sharing agreement with any person, or (ii) has entered into any waivers or extensions of the statute of limitations with respect to material Taxes.

     (e) Clearwire has no Knowledge of any proposed or threatened Tax claims or assessments with respect to Clearwire or any of its Subsidiaries that, if upheld, would,

individually or in the aggregate, reasonably be expected to have a Clearwire Material Adverse Effect.

     (f) Except as disclosed in Section 6.7(f) of the Clearwire Disclosure Schedule, Clearwire and each of its Subsidiaries have withheld and paid over to the relevant Taxing Authorities all Taxes required to have been withheld and paid in connection with payments to employees, independent contractors, creditors, shareholders or other third parties.

     (g) Neither Clearwire nor any of its Subsidiaries has entered into, or otherwise participated (directly or indirectly) in, any “listed transaction”, or any reportable transaction the principal purpose of which was tax avoidance, within the meaning of Sections 6011, 6111 or 6112 of the Code and the Treasury Regulations thereunder or has received a written opinion from a tax advisor that was intended to provide protection against a tax penalty.

     (h) Except as set forth in Section 6.7(h) of the Clearwire Disclosure Schedule, each Subsidiary of Clearwire is either (x) treated as a partnership or (y) disregarded as an entity separate from its owner, for U.S. federal income tax purposes. No action has been taken by Clearwire or any of its Affiliates to treat NewCo LLC or its Subsidiaries (including Clearwire Sub LLC) other than as described in Section 1.1(b), Section 1.1(c) and this Section 6.7(h).

     (i) Except as set forth in Section 6.7(i) of the Clearwire Disclosure Schedule, the Merger and other transactions contemplated by Articles 2, 3 and 4 of this Agreement will not result in the recognition by NewCo or any of its Subsidiaries of income or gain under Section 1502 of the Code and the Regulations thereunder (or any comparable provision under state or local income Tax law) or, to the Knowledge of Clearwire, any other material items of income or Tax (“ Clearwire Transaction Tax Items ”). For the avoidance of doubt, Clearwire Transaction Tax Items shall not include any items of income or gain of Sprint or any of its Subsidiaries (including any income or gain of Subsidiaries of Sprint that become Subsidiaries of NewCo in the LLC Contribution).

     (j) Section 6.7(j) of the Clearwire Disclosure sets forth, in all material respects, the information concerning any limitations on the ability of NewCo to utilize the net operating losses of Clearwire for U.S. federal income Tax purposes following the Merger.

     (k) Any liabilities of Clearwire, with the possible exception of any indebtedness issued by Clearwire between the Execution Date and the Closing in accordance with Sections 10.1(b)(iv)(F) or 10.1(b)(iv)(H) of this Agreement, deemed for U.S. federal income tax purposes to be assumed by NewCo LLC in connection with the transactions described in Articles 3 and 4 hereof will constitute “qualified liabilities” as defined in Treasury Regulation Section 1.707-5(a)(6)(i)(D).

                    SECTION 6.8 Clearwire Contracts .

     (a) Section 6.8(a) of the Clearwire Disclosure Schedule sets forth a true, correct and complete list of the Specified Clearwire Contracts and true, correct and complete copies of all Specified Clearwire Contracts and all amendments and waivers thereunder have been made available to Sprint and the Investors. To the extent Specified Clearwire Contracts are not evidenced by documents, written summaries have been made available to Sprint and the Investors. Subject to the Bankruptcy Exception, all Specified Clearwire Contracts are in full force and effect and are legal, valid, binding and enforceable in accordance with their respective terms with respect to Clearwire and its Subsidiaries and, to the Knowledge of Clearwire, each other party to the Specified Clearwire Contracts, in each case except as would not be reasonably likely to result in a Clearwire Material Adverse Effect. There are no existing defaults or breaches of Clearwire or its Subsidiaries under any Specified Clearwire Contract (or events or conditions that, with notice or lapse of time or both would constitute a default or breach) and, to the Knowledge of Clearwire, there are no defaults or breaches (or events or conditions that, with notice or lapse of time or both, would constitute a default or breach) with respect to any third party to any Specified Clearwire Contract, in each case except as would not be reasonably likely to result in a Clearwire Material Adverse Effect.

     (b) Except as set forth in Section 6.8(b) of the Clearwire Disclosure Schedule, or as contemplated by this Agreement Clearwire and Subsidiaries have not

     (i) offered, sold, provided or marketed (as a reseller, mobile virtual network operator, wholesaler or agent) the products and services of any mobile voice carrier other than Sprint and its Affiliates;

     (ii) permitted any of their trademarks, tradenames or service marks to be utilized by any mobile voice carrier (other than Sprint and its Affiliates) in the offer, sale, promotion or marketing of any products and services; or

     (iii) entered into any wholesale/resale, mobile virtual network operator, co-branding or service bundling agreement with any third party.

     (c) Clearwire has taken all actions necessary to terminate the Master Supply Agreement dated March 16, 2005 among Clearwire Corporation, Clearwire LLC, Bell Canada and BCE Nexxia Corporation in accordance with its terms, and such agreement shall be of no further force and effect as of October 19, 2008 except for those provisions that by their terms survive termination of such agreement.

     (d) Except as set forth on Section 6.8(d) of the Clearwire Disclosure Schedule, as of the Closing, each of the registration rights agreements set forth on Section 6.8(d) of the Clearwire Disclosure Schedule shall be of no further force and effect. Clearwire is not party to any registration rights agreements with respect to Clearwire Capital Stock other than those set forth on Section 6.8(d) of the Clearwire Disclosure Schedule.

                    SECTION 6.9 Compliance with Law . Each of Clearwire and its Subsidiaries (since the time of formation or acquisition thereof by Clearwire) has been operated at all times in compliance with all Laws applicable to Clearwire or any of its Subsidiaries or by

which any property, business or asset of Clearwire or any of its Subsidiaries is bound or affected or given written notice of any violation of any such Laws, other than failures to comply with or violation of such Laws that individually or in the aggregate would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect.

                    SECTION 6.10 Required Filings and Consents . The execution and delivery of this Agreement by Clearwire and the consummation by Clearwire and its Subsidiaries of the Transactions contemplated by this Agreement do not, and the performance of this Agreement by Clearwire will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for the Governmental Consents or where the failure to obtain those consents, approvals, authorizations or permits, or to make those filings or notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Clearwire of any of its obligations under this Agreement or the performance by Clearwire and its Subsidiaries of the Transactions contemplated by this Agreement.

                    SECTION 6.11 Clearwire Non-FCC Licenses . Clearwire owns or possesses all of the Governmental Licenses (other than the Clearwire Licenses) that are necessary to enable it to carry on the business that relates to the Clearwire Assets except where the failure to so possess would not reasonably be expected to result in a Clearwire Material Adverse Effect. All Governmental Licenses owned or possessed by Clearwire (other than the Clearwire Licenses) are valid, binding, and in full force and effect, except as would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect.

                    SECTION 6.12 SEC Documents; Financial Statements .

     (a) Clearwire has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated in those documents) with the SEC required to be filed by Clearwire in connection with and since its initial public offering (the “ SEC Documents ”). The SEC Documents include, without limitation, the final prospectus filed by Clearwire under Rule 424(b)(4) on March 8, 2007 (SEC File Number 333-139460), the Annual Report on Form 10-K filed by Clearwire on March 13, 2008, the Quarterly Reports on Form 10-Q filed by Clearwire on May 15, 2007, August 9, 2007 and November 14, 2007, the Current Reports on Form 8-K filed by Clearwire and all of its other statements, schedules and registration statements filed with the SEC.

     (b) As of the dates of the respective filings, the SEC Documents complied as to form with the requirements of the Securities Act and the Exchange Act applicable to such SEC Documents, as the case may be.

     (c) Except to the extent that information contained in any SEC Document has been revised, amended, supplemented or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated in the SEC Documents or necessary in order to make the statements in the SEC Documents, in light of the circumstances under which they were made, not misleading.

     (d) Each of the Financial Statements (including the related notes) of Clearwire included in the SEC Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles in the United States (“ GAAP ”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Clearwire and its consolidated Subsidiaries as of the dates of the SEC Documents and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Since December 31, 2007, Clearwire has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law.

     (e) Except as disclosed in the SEC Documents filed by Clearwire and publicly available before the Execution Date, neither Clearwire nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent, determined, determinable or otherwise) that (i) as of the Execution Date, would have been required to be included on a consolidated balance sheet (or the footnotes thereto) of Clearwire prepared in accordance with GAAP or (ii) individually or in the aggregate have had or would reasonably be expected to result in a Clearwire Material Adverse Effect.

     (f) Clearwire has furnished or made available to Sprint and the Investors a complete and correct copy of any amendments or modifications that have not yet been filed with the SEC to agreements, documents or other instruments that previously had been filed by Clearwire with the SEC as exhibits to the SEC Documents under the Securities Act and the rules and regulations promulgated under the Securities Act or the Exchange Act.

     (g) Clearwire has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to Clearwire, including its consolidated Subsidiaries, is made known to Clearwire’s principal executive officer and its principal financial officer by others within those entities. To the Knowledge of Clearwire, such disclosure controls and procedures are effective in timely alerting Clearwire’s principal executive officer and principal financial officer to material information required to be included in Clearwire’s periodic reports required under the Exchange Act.

     (h) Clearwire and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of Clearwire’s financial reporting and the preparation of the Financial Statements of Clearwire for external purposes in accordance with GAAP. Clearwire has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to Clearwire’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to

adversely affect Clearwire’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Clearwire has made available to Sprint and the Investors a summary of any such disclosure made by management to Clearwire’s auditors and audit committee.

     (i) There are no outstanding loans or other extensions of credit made by Clearwire or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Clearwire. Clearwire has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act of 2002.

     (j) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the SEC Documents. To the Knowledge of Clearwire, none of the SEC Documents is subject to ongoing review or outstanding SEC comment or investigation.

     (k) Since January 1, 2007, (i) neither Clearwire nor any of its Subsidiaries nor, to the Knowledge of Clearwire, any director, officer, employee, auditor, accountant or representative of Clearwire or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Clearwire or any of its Subsidiaries or their respective internal accounting controls, which asserts that Clearwire or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing Clearwire or any of its Subsidiaries, whether or not employed by Clearwire or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Clearwire or any of its officers, directors, employees or agents to Clearwire’s Board of Directors or any committee thereof or to any director or officer of Clearwire.

     (l) No Subsidiary of Clearwire has a class of securities required to be registered under the Exchange Act.

                    SECTION 6.13 Capitalization; Subsidiaries .

     (a) The authorized Capital Stock of Clearwire consists of 300,000,000 shares of Clearwire Class A Common Stock, 50,000,000 shares of Clearwire Class B Common Stock and 5,000,000 shares of preferred stock, $0.0001 par value per share (the “ Preferred Stock ”). As of the close of business on April 30, 2008

     (i) 135,618,712 shares of Clearwire Class A Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights,

     (ii) 28,596,685 shares of Clearwire Class B Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights,

     (iii) no shares of Clearwire Capital Stock were held in the treasury of Clearwire,

     (iv) 18,862,169 shares of Clearwire Class A Common Stock were subject to outstanding Clearwire Stock Options, 740,000 shares of Clearwire Class A Common Stock were subject to outstanding Clearwire restricted stock units and 5,445,317 shares of Clearwire Class A Common Stock were authorized and reserved for future issuance under the Clearwire Stock Option Plans,

     (v) 17,806,220 shares of Clearwire Class A Common Stock were subject to outstanding Clearwire Warrants and 17,806,220 shares of Clearwire Class A Common Stock were authorized and reserved for future issuance under the Clearwire Warrant Agreements, and

     (vi) no shares of Preferred Stock were issued or outstanding.

     (b) Section 6.13(b) of the Clearwire Disclosure Schedule sets forth a true and complete list of the outstanding Clearwire Stock Options and Clearwire Warrants with the exercise prices thereof and number of shares of Clearwire Class A Common Stock subject thereto as of the close of business on April 30, 2008.

     (c) Except as set forth in Section 6.13(a) above or in Section 6.13(b) of the Clearwire Disclosure Schedule and except for changes since April 30, 2008 expressly permitted by Section 10.1(b)(iv), or otherwise consented to in accordance with this Agreement, there are no outstanding (i) shares of Capital Stock of Clearwire and (ii) options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by Clearwire or any Subsidiary of Clearwire relating to the issued or unissued Capital Stock of Clearwire or any Subsidiary of Clearwire or obligating Clearwire or any Subsidiary of Clearwire to issue or sell any shares of Capital Stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, Clearwire or any Subsidiary of Clearwire. All shares of Capital Stock of Clearwire or any Subsidiary of Clearwire subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of Clearwire or any Subsidiary of Clearwire to repurchase, redeem or otherwise acquire any shares of Clearwire Capital Stock or any Capital Stock of any Subsidiary of Clearwire or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person.

     (d) Immediately following the Closing and after giving effect to the Transactions (other than the Adjustment), and excluding changes since April 30, 2008 expressly permitted by Section 10.1(b)(iv) or otherwise consented to in accordance with this Agreement:

     (i) with respect to NewCo, there will be outstanding (A) a total of 189,215,397 shares of Class A Common Stock (plus up to 740,000 shares of Class A Common Stock issuable on the exercise of restricted stock units, up to 18,862,169 shares of Class A Common Stock issuable on the exercise of Clearwire Stock Options, up to 17,806,220 shares of Class A Common Stock issuable on the exercise of Clearwire Warrants, in each case outstanding immediately prior to the Effective Time and adjusted at the Effective Time in accordance with Sections 2.7 and 2.8) and (B) a total of 505,000,000 shares of Class B Common Stock;

     (ii) with respect to NewCo LLC, there will be outstanding (A) a total of 694,215,397 Voting Units, (B) 189,215,397 Class A Common Units and (C) 505,000,000 Class B Common Units outstanding; and

     (iii) except as contemplated by Section 2.8 of the Equityholders’ Agreement, there will be no other outstanding (A) shares of Capital Stock of NewCo or NewCo LLC or (B) options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by NewCo, NewCo LLC or any Subsidiary of NewCo or NewCo LLC relating to the issued or unissued Capital Stock of NewCo or NewCo LLC or obligating NewCo or NewCo LLC to issue or sell any shares of Capital Stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, NewCo or NewCo LLC.

     (e) The shares of Class A Common Stock to be issued as Merger Consideration and the Class B Common Units, Voting Units, Class A Common Units, shares of Class A Common Stock and             shares of Class B Common Stock to be issued in connection with the formation of NewCo LLC, the Merger, the LLC Contribution and the Investments by the Investors pursuant to Articles 1, 2, 3 and 4, respectively, when issued and delivered in accordance with the terms of this Agreement, will have been duly authorized, validly issued, fully paid and nonassessable and free of Encumbrances, preemptive rights or other similar rights, other than Encumbrances created by the Equityholders’ Agreement.

     (f) Section 6.13(f) of the Clearwire Disclosure Schedule, sets forth a correct and complete list of each Subsidiary of Clearwire. Except as set forth in Section 6.13(f) of the Clearwire Disclosure Schedule, Clearwire owns beneficially and of record all of the issued and outstanding Capital Stock of each Subsidiary of Clearwire and does not own an equity interest in any other corporation, association, partnership, limited liability company or other entity, other than in its Subsidiaries. Each outstanding share of Capital Stock of each Subsidiary of Clearwire is duly authorized, validly issued, fully paid and nonassessable and each share of Capital Stock of each Subsidiary of Clearwire owned by Clearwire or another Subsidiary of Clearwire is free and clear of all Encumbrances.

                    SECTION 6.14 Absence of Certain Changes or Events . Except as contemplated by this Agreement or as disclosed in the SEC Documents filed before the date

hereof, since December 31, 2007, Clearwire and its Subsidiaries have conducted their respective businesses in the ordinary course of business and there has not been: (a) any event, occurrence or development of any condition that has had or would reasonably be expected to have, individually or in the aggregate, a Clearwire Material Adverse Effect, (b) any declaration, setting aside or payment of any dividend or any other distribution with respect to any of the Capital Stock of Clearwire or any Subsidiary of Clearwire, (c) any material change in accounting methods, principles or practices employed by Clearwire, (d) any Bankruptcy of any such Person, or (e) any transfer to a third party of any Clearwire License or Clearwire Lease (other than spectrum swaps in the ordinary course of business).

                    SECTION 6.15 Change of Control Agreements . Except as set forth in Section 6.15 of the Clearwire Disclosure Schedule, neither the execution and delivery of this Agreement, the Merger nor the other Transactions contemplated by this Agreement will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, trigger any payment or funding (through a grantor trust or otherwise) of, or increase the amount or value of, any payment or benefit to any director, officer, employee or consultant of Clearwire or any of its Subsidiaries. Except as previously disclosed to Sprint and the Investors in writing expressly referencing this Section 6.15, and without limiting the generality of the foregoing, no amount paid or payable by Clearwire or any of its Subsidiaries in connection with the Merger or the other Transactions contemplated by this Agreement, including accelerated vesting of options (either solely as a result thereof or as a result of those Transactions in conjunction with any other event), will be an “excess parachute payment” within the meaning of Section 280G of the Code.

                    SECTION 6.16 Employee Benefit Plans . All employee benefit plans (as defined in Section 3(3) of ERISA), incentive plans or other benefit arrangements of Clearwire or any of its Subsidiaries which cover current or former officers, directors, employees or contractors of Clearwire or any of its Subsidiaries and with respect to which Clearwire or any of its Subsidiaries have any material liability (the “ Clearwire Benefit Plans ”) and all agreements providing for compensation, severance, change in control or other benefits to any current or former officer or director of Clearwire or any of its Subsidiaries are listed in Section 6.16 of the Clearwire Disclosure Schedule. True, correct and complete copies of the following documents with respect to each of the Clearwire Benefit Plans have been provided by Clearwire to the other Parties:

     (a) any plans and related trust documents and amendments thereto, and

     (b) summary plan descriptions and material modifications thereto.

     To the extent applicable, the Clearwire Benefit Plans comply by their terms and in their operation with the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), and the Code and other applicable Law other than instances of non-compliance that individually or in the aggregate would not reasonably be expected to result in a Clearwire Material Adverse Effect, and any Clearwire Benefit Plan intended to satisfy the requirements under Section 401(a) of the Code or comparable foreign Law has received a determination or opinion by the proper Governmental Authority that such plan satisfies such requirements. Neither Clearwire nor any of its Subsidiaries nor any of their ERISA Affiliates (as

defined below) has any liabilities with respect to any benefit plan that is covered by Title IV of ERISA or Section 412 of the Code, and neither Clearwire nor any Subsidiaries has any liabilities under any defined benefit plan (as defined in Section 3(35) of ERISA) which is maintained primarily for employees who work outside the United States and which is not subject to Title IV of ERISA or Section 412 of the Code. Neither any Clearwire Benefit Plan, nor Clearwire nor any Subsidiary of Clearwire has incurred or will incur any liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA or a comparable foreign Law that is reasonably expected to have a Clearwire Material Adverse Effect. There is no pending or, to the Knowledge of Clearwire, threatened or anticipated Proceeding that is reasonably expected to have a Clearwire Material Adverse Effect against or otherwise involving any of the Clearwire Benefit Plans and no Proceeding that is reasonably expected to have a Clearwire Material Adverse Effect (excluding claims for benefits incurred in the ordinary course of Clearwire Benefit Plan activities) has been brought against or with respect to any Clearwire Benefit Plan. Except as required by Law, neither Clearwire nor any of its Subsidiaries has any liability in an amount that would reasonably be expected to have a Clearwire Material Adverse Effect to provide life insurance or medical or other employee welfare benefits to any employee or former employee on his retirement or termination of employment.

     Except as would not reasonably be expected to have a Clearwire Material Adverse Effect, (i) any individual who has performed services for Clearwire or any of its Subsidiaries (other than through a contract with an organization other than the individual) and who has not been treated as an employee for tax purposes by Clearwire or its Subsidiaries is or was not an employee for such purposes, and (ii) no individual who performs services for Clearwire or any of its Subsidiaries has been improperly excluded from participation in any Clearwire Benefit Plan.

     For purposes of this Agreement “ ERISA Affiliate ” means any business or entity that is a member of the same “controlled group of corporations”, an “affiliated service group” or is under “common control” with an entity within the meanings of Sections 414(b), (c) or (m) of the Code, is required to be aggregated with the entity under Section 414(o) of the Code, or is under “common control” with the entity, within the meaning of Section 4001(a)(14) of ERISA, or any regulations promulgated or proposed under any of the foregoing Sections.

     Except as would not reasonably be expected to have a Clearwire Material Adverse Effect, (x) no amount previously deducted by Clearwire, and (y) no amount paid or payable with respect to any compensation or benefit paid, awarded, or granted prior to the date hereof, would reasonably be expected to be disallowed under Section 162(m) of the Code. Except as would not reasonably be expected to result in material liability to Clearwire and its Subsidiaries, no Clearwire Benefit Plan is currently in violation of Section 409A of the Code and any regulations or Treasury guidance promulgated thereunder.

     No Clearwire Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Code.

                    SECTION 6.17 Labor and Employment Matters .

     (a) Neither Clearwire nor any of the Domestic Clearwire Subsidiaries is a party to, or bound by, or is currently negotiating in connection with entering into, any

collective bargaining agreement or other contract, arrangement, agreement or understanding with a labor union or labor organization and, to the Knowledge of Clearwire, there has not been any activity or proceeding of any labor organization or employee group to organize any employees of Clearwire or any of the Domestic Clearwire Subsidiaries.

     (b) Neither Clearwire nor any of the Domestic Clearwire Subsidiaries has taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the Worker Adjustment and Retraining Notification Act or would otherwise trigger notice requirements or liability under any state, local or foreign plant closing notice Law.

     (c) There are no investigations, administrative proceedings, charges or formal complaints of discrimination (including discrimination based on sex, age, marital status, race, national origin, sexual preference, disability, handicap or veteran status) that are reasonably expected to have, individually or in the aggregate, a Clearwire Material Adverse Effect pending or, to the Knowledge of Clearwire, threatened before the Equal Employment Opportunity Commission or any federal, state or local agency or court against or involving Clearwire or any of its Subsidiaries. No discrimination, sexual harassment, retaliation or wrongful or tortious conduct claim that is reasonably expected to have a Clearwire Material Adverse Effect is pending or, to the Knowledge of Clearwire, threatened against Clearwire or any of its Subsidiaries under the 1866, 1877, 1964 or 1991 Civil Rights Acts, the Equal Pay Act, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, ERISA, or any other federal Law relating to employment or any comparable state or local fair employment practices act regulating discrimination in the workplace, and no wrongful discharge, libel, slander, invasion of privacy or other claim that is reasonably expected to have, individually or in the aggregate, a Clearwire Material Adverse Effect (including violations of the Fair Credit Reporting Act, as amended, and any applicable whistleblower statutes) under any state or federal Law is pending or, to the Knowledge of Clearwire, threatened against Clearwire or any of its Subsidiaries.

     (d) If Clearwire or any of its Subsidiaries is a federal, state or local contractor obligated to develop and maintain an affirmative action plan, no discrimination claim, show-cause notice, conciliation proceeding, sanction or debarment proceeding that is reasonably expected to have, individually or in the aggregate, a Clearwire Material Adverse Effect is pending or, to the Knowledge of Clearwire, has been threatened against Clearwire or any of its Subsidiaries with the Office of Federal Contract Compliance Programs or any other federal agency or any comparable state or local agency or court and no desk audit or on-site review is in progress.

                    SECTION 6.18 Stockholders’ Rights Agreement; Antitakeover Statutes .

     (a) Neither Clearwire nor any of its Subsidiaries has adopted a stockholders’ rights agreement or any similar plan or agreement that limits or impairs the ability to

purchase, or become the direct or indirect beneficial owner of, Clearwire Capital Stock or any other equity or debt securities of Clearwire or any of its Subsidiaries.

     (b) Clearwire has taken all action necessary to exempt the Merger, this Agreement and the Transactions contemplated by this Agreement from Section 203 of the DGCL, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies to any such transactions. No other “control share acquisition,” “fair price,” “moratorium,” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the Transactions contemplated by this Agreement.

                    SECTION 6.19 Brokers . Except as set forth in Section 6.19 of the Clearwire Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with this Agreement, the Merger or the other Transactions contemplated by this Agreement based on arrangements made by or on behalf of Clearwire. Clearwire has delivered to Sprint and the Investors a complete and correct copy of all agreements between Clearwire and the Independent Advisor under which that firm would be entitled to any payment relating to this Agreement, the Merger or the other Transactions contemplated by this Agreement.

                    SECTION 6.20 Information Supplied . None of the information supplied or to be supplied by Clearwire or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement to be mailed to Clearwire’s stockholders in connection with the meeting (the “ Stockholders’ Meeting ”) to be called to consider the Merger (the “ Proxy Statement ”) or the Registration Statement, or any amendments or supplements thereto will, at the dates those documents are first published, sent or delivered to Clearwire’s stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement or Registration Statement or necessary in order to make the statements made in the Proxy Statement or Registration Statement, in light of the circumstances under which they were made, not misleading. Each of the Proxy Statement and Registration Statement at the dates those documents are first published, sent or delivered to Clearwire’s stockholders or, unless promptly corrected, at any time during the pendency of the Stockholders’ Meeting will not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement or Registration Statement or necessary in order to make the statements made in the Proxy Statement or Registration Statement, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by any Party with respect to statements made or incorporated by reference in the Proxy Statement or Registration Statement based on information supplied by the other Parties for inclusion or incorporation by reference in any of the foregoing documents.

                    SECTION 6.21 Certain Ancillary Agreements . As of the Execution Date, other than (i) this Agreement, (ii) the Ancillary Agreements, (iii) the other documents expressly contemplated by this Agreement and (iv) any confidentiality agreements between or among two or more of the Parties entered into prior to the Execution Date (the agreements referred to in clauses (i) through (iv), collectively, the “ Transaction Related Agreements ”), neither Clearwire nor any of its Affiliates has entered into any contract, agreement, arrangement or other understanding, whether written or oral, and regardless of the subject matter thereof, with

any other Party or any of their respective Affiliates, in each case, in connection with or in consideration of the transactions contemplated by the Transaction Related Agreements, including, without limitation, any term sheet, letter of intent, memorandum of understanding or “agreement to agree,” in each case, whether or not such agreement purports to be binding.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF SPRINT

     Except as disclosed in the disclosure letter (the “ Sprint Disclosure Schedule ”) delivered by Sprint to Clearwire and the Investors prior to the execution of this Agreement (which letter sets forth items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the information in the Sprint Disclosure Schedule relates), except

     (A) that any information set forth in one section of the Sprint Disclosure Schedule will be deemed to apply to each other Section or subsection of this Agreement to which its relevance is reasonably apparent from a reasonable reading thereof to a reasonable person without independent knowledge of the matters so disclosed; and

     (B) notwithstanding anything in this Agreement to the contrary, the inclusion of an item in such schedule as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have a Sprint Material Adverse Effect),

Sprint represents and warrants to the other Parties as of the Execution Date and the Closing Date as follows:

                    SECTION 7.1 Organization; Authorization .

     (a) Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has all corporate, limited liability company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect.

The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary of Sprint is or will be a party, and the performance by Sprint or such Subsidiary of its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exception.

     (b) Each of the Transfer Entities is, or on the Closing Date will be, a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Each of the Transfer Entities is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualification, except where the failure to so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect.

     (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person.

     (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business,

including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted.

     (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified and in good standing, would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Since the date of its formation, each of Sprint HoldCo LLC and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the Transactions.

                    SECTION 7.2 Non-Contravention . The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it or any Subsidiary of Sprint is or will be at Closing a party, the consummation of the Transactions and the fulfillment of and compliance with the terms and conditions of this Agreement and the Ancillary Agreements to which it or any Subsidiary of Sprint is or will be at Closing a party do not and will not result in the imposition of any Encumbrance and do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel,

     (a) any term or provision of the certificate of incorporation or bylaws of Sprint or the other organizational documents of Sprint Sub LLC or any Transfer Entity,

     (b) any Sprint Lease or any Sprint License,

     (c) any contractual obligation (other than any Sprint Lease) of Sprint or any of its Subsidiaries,

     (d) any Governmental License (other than any Sprint License) held by Sprint or any of its Subsidiaries in connection with the Sprint WiMAX Business or by any Transfer Entity or any Sprint License,

     (e) any judgment, decree or order of any Governmental Authority to which Sprint, Sprint Sub LLC or any Transfer Entity is a party or by which Sprint, Sprint Sub LLC, any Sprint Asset, any Transfer Entity or any of its properties are bound, or

     (f) any Law applicable to any Sprint Asset and in existence on the Execution Date,

in the case of each of clauses (b) through (f), except as would not reasonably be expected to result in a Sprint Material Adverse Effect.

                    SECTION 7.3 Sprint Licenses .

     (a) Description . Section 7.3 of the Sprint Disclosure Schedule sets forth: (i) a true and complete list, as of the Execution Date, of each of the Sprint Licenses, (ii) the lawful, beneficial and exclusive holder of each Sprint License, and (iii) the BTA, call sign or other identifying information for each Sprint License. As of April 30, 2008, the number of MHz-Pops covered by Sprint Licenses and spectrum rights that are subject to Sprint In-Leases, less the number of MHz-Pops covered by the spectrum rights that are subject to the Sprint Out-Leases, is at least 28,989,000,000.

(b) Validity .

     (i) The grant, renewal or assignment of the Sprint Licenses to the existing licensee of each Sprint License was approved by the FCC by Final Order, and the Sprint Licenses are validly issued and in full force and effect.

     (ii) Other than Proceedings of general applicability, there is no Proceeding pending or, to the Knowledge of Sprint, threatened before the FCC, that, if determined as requested by the moving party or as indicated in any document initiating the Proceeding, could result in the revocation, modification, restriction, cancellation, termination, suspension or non-renewal of any Sprint License or other action that is adverse to holder of the License, or the imposition of a material monetary fine, nor does Sprint have Knowledge of any facts or circumstances which, if asserted, would reasonably be expected to result in any such action. Timely payments have been made to the United States Government for those of the Sprint Licenses that are BTA authorizations.

     (iii) Neither Sprint nor any of its Affiliates is a party to any contract, agreement or other arrangement to assign or otherwise dispose of, or that would adversely affect, NewCo’s or its Subsidiaries’ ownership of, any material Sprint License after the Effective Time.

(c) License Facilities .

     (i) The facilities subject to a Sprint License as of the Execution Date are listed in Section 7.3(c)(i) of the Sprint Disclosure Schedule (the “ Sprint License Facilities ”);

     (ii) Adequate facilities were constructed and operated within the timeframe required by then-applicable FCC Rules (or waivers or extensions thereof) to satisfy construction and operating requirements applicable to each Sprint License;

     (iii) the Sprint License Facilities since the acquisition of the Sprint Licenses, and to the Knowledge of Sprint, at all times, have been operating in material compliance with the FCC authorizations and the FCC Rules, except where the facilities were not required to operate under FCC Rules or by grant of authority from the FCC;

     (iv) none of the Sprint License Facilities (A) is authorized under an authorization that is subject to challenge before the United States Court of Appeals or (B) is subject to any lease, sublease or any agreement that grants to any third Person the right, contingent or otherwise, to use, acquire or make it available to, or for use by, a third Person;

     (v) no Sprint License is subject to (A) a revocation proceeding or (B) a pending request for waiver of Section 21.303 of the FCC Rules or any successor provision thereto;

     (vi) Except as set forth on Section 7.3(c)(vi) of the Sprint Disclosure Schedule, no Sprint Licenses or Sprint License Facilities are subject to any contract or other agreement providing for the relocation of wireless facilities or the sharing of any costs associated with any such relocation with respect to the Sprint Licenses; and

     (vii) no Sprint License Facilities are operating under special temporary or developmental authority.

     (d) All reports required to be filed by Sprint with the FCC with respect to the Sprint Licenses have been timely filed except where the failure to so timely file would not reasonably be expected to result in a Sprint Material Adverse Effect. To the Knowledge of Sprint, all reports filed with the FCC relating to the Sprint Licenses are complete and accurate.

     (e) Sprint has delivered or made available to Clearwire and the Investors true and complete copies of all authorizations comprising each Sprint License, and, except for documents otherwise publicly-available, all documents filed in, and all notices or orders issued in connection with, any Proceeding pending at the FCC relating to the Sprint Licenses.

                    SECTION 7.4 Sprint Leases .

     (a) Section 7.4 of the Sprint Disclosure Schedule sets forth: (i) a true and complete list, as of the Execution Date, of each of the Sprint Leases, (ii) the lawful, beneficial and exclusive holder of each Sprint Lease, (iii) the licensee or sublessor, as

applicable, for each such Sprint Lease, and (iv) the BTA, call sign or other identifying information for each Sprint Lease.

     (b) Each Sprint Lease is valid, binding and in full force and effect, meets in all material respects all requirements of Law, and is enforceable in accordance with its terms, except as may be modified by FCC Rules and subject to the Bankruptcy Exception. The applicable Sprint entity is the lessee or sublessee under each Sprint Lease (by entry into the Sprint Lease, assignment of the Lease, transfer of rights or other means) and, except with respect to any capacity of EBS spectrum retained by the holder of the License, has the sole right to use the spectrum under each Sprint Lease. To the Knowledge of Sprint, other than the terms of each Sprint Lease, the FCC Rules limiting the duration of any Sprint Lease, the FCC’s renewal of the underlying License and the FCC’s renewal of its consent to any Sprint De Facto Transfer Lease, there are no facts or circumstances that would reasonably be likely to (whether with or without notice, lapse of time or the occurrence of any other event) preclude the renewal or extension of any Sprint Lease in the ordinary course of business.

     (c) Sprint and its Subsidiaries are not, nor to the Knowledge of Sprint, is any other party to any of the material Sprint Leases in material breach or default under the Sprint Leases and any material breach or default that has been asserted by such other party, has been waived, cured or otherwise settled.

     (d) Sprint and its Subsidiaries have not, nor to the Knowledge of Sprint, has any other party to any of the material Sprint Leases claimed in any written statement that the counterparty is in material breach or default under the material Sprint Leases and any past breach or default has been waived, cured or otherwise settled. For purposes of this Section 7.4, any breach of a payment obligation shall be deemed material.

     (e) No party to any Sprint Lease has claimed in writing, and to the Knowledge of Sprint, no party has threatened, in any written statement to Sprint that the party has a right to terminate any Sprint Lease at any time or to seek damages against any transferor for the violation, breach or default by any transferor of any Sprint Lease; and

     (f) Sprint has delivered or made available to Clearwire and the Investors copies of all Sprint Leases, which are true and complete in all material respects.

     (g) Neither Sprint nor any of its Affiliates is a party to any contract, agreement or other arrangement to assign or otherwise dispose of, or that would adversely affect, NewCo’s or it Subsidiaries’ ownership of, any material Sprint Lease after the Effective Time.

     (h) To the Knowledge of Sprint:

     (i) the grant, renewal or assignment of the FCC licenses subject to the Sprint Leases (the “ Sprint Leased FCC Licenses ”) to the existing licensee of each Sprint Lease was approved by the FCC by Final Order;

     (ii) the Sprint Leased FCC Licenses are validly issued and in full force and effect; and

     (iii) other than Proceedings of general applicability, there is no Proceeding pending or threatened before the FCC, that, if determined as requested by the moving party or as indicated in any document initiating the Proceeding, could result in the revocation, modification, restriction, cancellation, termination, suspension or non-renewal of the Sprint Leased FCC Licenses or other action that is adverse to the licensee of the Sprint Lease, nor is Sprint aware of any facts which, if asserted, would be reasonably likely to result in any such action; and

     (iv) adequate facilities were constructed and operated within the timeframe required by then-applicable FCC Rules (or waivers or extensions thereof) to satisfy construction and operating requirements applicable to each Sprint Leased FCC License.

     (i) Each Sprint De Facto Transfer Lease has been granted by the FCC by Final Order.

                    SECTION 7.5 Sprint Network Assets .

     (a) Section 7.5 of the Sprint Disclosure Schedule sets forth a complete list of the Sprint Network Assets as of the Execution Date. Except as set forth in Section 7.5 of the Sprint Disclosure Schedule a Transfer Entity has, or will have at Closing, good and marketable title to each Sprint Network Asset, free and clear of all Encumbrances. In the aggregate, the Sprint Network Assets are:

     (i) in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted;

     (ii) usable in the regular and ordinary course of business;

     (iii) operating as intended in accordance with normal industry practice; and

     (iv) conform in all material respects to all applicable Laws.

Sprint has no Knowledge of any material defect with any of the material Sprint Network Assets.

     (b) Each of the Transfer Entities and the Sprint Network Assets is in compliance with applicable Environmental Laws in all material respects. There are no pending or, to the Knowledge of Sprint, threatened Proceedings alleging any material liability of, or material noncompliance by, the Transfer Entities under applicable Environmental Laws. The applicable Transfer Entity holds and is, or will hold at Closing and will be, in compliance in all material respects with all Governmental Licenses required under Environmental Laws for their respective operations, including the Sprint Network Assets. Neither the transfer of the Sprint Assets to the Transfer Entities nor the

LLC Contribution will require compliance with the New Jersey Industrial Site Recovery Act or with Sections 22a-134 through 22a-134e of the Connecticut General Statutes (commonly known as the Connecticut Transfer Act), each as amended. Notwithstanding anything to the contrary in this Agreement including Section 7.9, the representations contained in this Section 7.5 contain all representations and warranties made by Sprint in this Agreement with respect to Environmental Laws.

                    SECTION 7.6 Litigation

     (a) There is no Proceeding instituted or pending, or, to the Knowledge of Sprint, threatened against Sprint or its Subsidiaries that, would reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect or that, as of the Execution Date, in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Merger or the other Transactions contemplated by this Agreement. There are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court, administrative agency, or by arbitration, as a result of a grievance or other procedure) against or relating to Sprint, any of its Subsidiaries or, to the Knowledge of Sprint, any Person for whom Sprint or any of its Subsidiaries is liable that would reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect or that, as of the Execution Date, in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Merger or the other Transactions contemplated by this Agreement.

     (b) Section 7.6(b) of the Sprint Disclosure Schedule lists all pending litigation and material disputes regarding any Sprint License or Sprint Lease (the “ Sprint License Disputes ”).

                    SECTION 7.7 Tax .

     (a) None of the Sprint Assets is subject to any material Encumbrances for Taxes except for liens for Taxes not yet due and payable.

     (b) All material Tax Returns required to be filed by Sprint or any of its Subsidiaries with respect to the Sprint Assets and the business in which the Sprint Assets have been used have been timely filed and all those Tax Returns are true, complete and correct in all material respects.

     (c) All material Taxes owed by Sprint and its Subsidiaries (whether or not shown on any Tax Return) with respect to the Sprint Assets and the business in which the Sprint Assets have been used have been paid, except for those Taxes being contested in good faith and for which adequate reserves have been established in Sprint’s Financial Statements.

     (d) There is no currently pending audit or administrative or judicial proceeding with respect to Taxes relating to the Sprint Assets and the business in which the Sprint Assets have been used. Neither Sprint Sub LLC nor any of the Transfer Entities is or by virtue of the LLC Contribution will be (i) a party to or bound by any material closing agreement, offer in compromise, gain recognition agreement or any

other agreement with any Taxing Authority or any Tax indemnity or Tax sharing agreement with any person, or (ii) a party to any waivers or extensions of the statute of limitations with respect to material Taxes (in each case other than with respect to Taxes that are the subject of the indemnification provided in Section 13.1 hereof).

     (e) Sprint has no Knowledge of any proposed or threatened Tax claims or assessments with respect to the Sprint Assets and the business in which the Sprint Assets have been used that, if upheld, would result in the payment of a material amount of Tax.

     (f) Sprint and its Subsidiaries have withheld and paid over to the relevant Taxing Authorities all Taxes required to have been withheld and paid in connection with Sprint Assets and the business in which the Sprint Assets have been used.

     (g) Neither Sprint nor any of its Subsidiaries has, with respect to the Sprint Assets and the business in which the Sprint Assets have been used, entered into, or otherwise participated (directly or indirectly) in, any “listed transaction” or any reportable transaction the principal purpose of which was tax avoidance within the meaning of Sections 6011, 6111 or 6112 of the Code and the Treasury Regulations thereunder or has received a written opinion from a tax advisor that was intended to provide protection against a tax penalty.

     (h) Sprint Sub LLC has been since its formation and each of the Transfer Entities will be, as of Closing, disregarded as an entity separate from its owner for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-2(c)(2). No action has been taken by Sprint or any of its Affiliates to treat Sprint Sub LLC or any of the Transfer Entities other than as disregarded entities for U.S. federal income tax purposes as of and following the Closing.

     (i) The assumption by NewCo LLC for U.S. federal income tax purposes of the Sprint Pre-Closing Financing will constitute an assumption of “qualified liabilities” as described in Treasury Regulation Section 1.707-5(a)(6)(i)(D).

                    SECTION 7.8 Sprint Contracts .

     (a) Section 7.8 of the Sprint Disclosure Schedule sets forth a true, correct and complete list of the Specified Sprint Contracts, and true, correct and complete copies of all Specified Sprint Contracts and all amendments and waivers thereunder have been made available to Clearwire and the Investors. To the extent Specified Sprint Contracts are not evidenced by documents, written summaries have been made available to Clearwire and the Investors. Subject to the Bankruptcy Exception, all Specified Sprint Contracts are in full force and effect and are legal, valid, binding and enforceable in accordance with their respective terms with respect to Sprint or its Subsidiaries and, to the Knowledge of Sprint, each other party to the Specified Sprint Contracts, in each case except as would not be reasonably likely to result in a Sprint Material Adverse Effect. There are no existing defaults or breaches of Sprint or its Subsidiaries under any Specified Sprint Contract (or events or conditions that, with notice or lapse of time or both would constitute a default or breach) and, to the Knowledge of Sprint, there are no

defaults or breaches (or events or conditions that, with notice or lapse of time or both, would constitute a default or breaches) with respect to any third party to any Specified Sprint Contract, in each case except as would not be reasonably likely to result, individually or in the aggregate, in a Sprint Material Adverse Effect.

     (b) Except as contemplated by this Agreement, Sprint and its Subsidiaries have not entered into any wholesale/resale, mobile virtual network operator, co-branding, or service bundling agreement with any third party with respect to the Sprint WiMAX Business.

                    SECTION 7.9 Compliance with Law . The Sprint WiMAX Business, Sprint Sub LLC and each Transfer Entity has been operated at all times in compliance with all Laws applicable to Sprint Sub LLC, each Transfer Entity and the Sprint WiMAX Business or by which any property, business or asset of Sprint Sub LLC, each Transfer Entity and the Sprint WiMAX Business is bound or affected and has not been threatened to be charged with or given notice of any violation of any such Laws, other than failures to comply with or violations of such Laws that individually or in the aggregate would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect.

                    SECTION 7.10 Required Filings and Consents . The execution and delivery of this Agreement by Sprint and the consummation by Sprint and its Subsidiaries of the Transactions contemplated by this Agreement do not, and the performance of this Agreement by Sprint will not, require any consent, approval, authorization or permit of, or f