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.
BINDING LETTER AMENDMENT BETWEEN
AND CLEARWIRE CORPORATION
This binding letter amendment (the “Amendment”) by and between Clearwire Communications LLC
(“Clearwire”) and Intel Corporation (“Intel”) shall serve to amend, supplement and restate that certain Market
Development Agreement dated November 28, 2008 (“MDA”) between the parties. Capitalized terms used in
this Amendment that are not defined herein, shall have the same definition as used in the MDA. The effective date
of this Amendment is May 3, 2010 (“Effective Date”). In the event of any conflict between this Amendment and
the MDA, this Amendment shall control provided that all remaining and non-conflicting terms and conditions
contained in the MDA shall remain in full force and effect.
Whereas both Parties remain committed to the idea of driving the embedded WiMAX market segment as
envisioned in this MDA, the rationale for this Amendment is a combination of changes in the macro-business
environment and the experience of both Parties in dealing with the channel for embedded WiMAX devices in
2009. Therefore, the Parties now agree to certain changes in the MDA, for valuable consideration, the adequacy
and receipt of which are hereby acknowledged, as follows:
1. Activation Fees and New Incentive Plan . Notwithstanding any provision in the MDA to the contrary, the
following provisions shall control with respect to activation fees:
1.1 Section 5 of the MDA is hereby deleted, and activation fees will no longer be payable by Clearwire to
Intel. Instead of paying activation fees directly to Intel as specified in the MDA, Clearwire may provide
activation incentive fees directly to various Device distribut