CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.
Subject to Nondisclosure Obligations
This Spectrum Agreement, (the “ Agreement ”), is entered into by and between Google Inc., a Delaware
corporation (“ Google ”), and Clearwire Communications LLC, a limited liability company formed under the
laws of Delaware (“ Customer ”), and is effective as of November 28, 2008 (“ Effective Date ”).
1. Generally .
1.1. As described in this Agreement, Customer and Google have agreed to pursue certain opportunities relating
to alternative uses of Customer’s excess 2.5GHz spectrum in the United States as set forth below. The parties
have entered into this Agreement to set forth their mutual understanding of the relationship between Google and
Customer with respect to alternative uses of Customer’s excess 2.5GHz spectrum in the United States.
2. Nature of spectrum collaboration .
2.1. The parties agree that Customer (and any successor, assignee, acquirer or transferee of Newco’s spectrum)
intends to use its 2.5 GHz spectrum in the U.S. for managed, facilities-based communications services, utilizing
mobile WiMax technology and otherwise. All such use is defined in this Agreement as “Primary Use.” Any use of
Newco’s U.S. 2.5 GHz spectrum that is other than for Primary Use will be defined in this Term Sheet as
2.2. Customer will make available to Google certain of its excess 2.5GHz spectrum in one or more markets as
mutually agreed, for the experimental purposes described in Sections 2.5, 3 and 4 of this Agreement. Pursuant to
Section 4, following successful completion of the trials described in Section 2.5, Customer will make its excess
spectrum available acro