REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August
5, 2005, by and among Clearwire Corporation, a corporation incorporated under
the laws of the state of Delaware, with headquarters located at 5808 Lake
Washington Blvd NE, Suite #300, Kirkland, Washington 98033 (the "COMPANY") and
the undersigned buyers (each, a "BUYER", and collectively, the "BUYERS").
A. In connection with the Securities Purchase Agreement by and among
the parties hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"),
the Company has agreed, upon the terms and subject to the conditions set forth
in the Securities Purchase Agreement, to issue and sell to the Buyers on the
Closing Date (i) $255,000,000 aggregate principal amount of senior secured notes
(the "INITIAL NOTES"), which will be governed by an indenture (the "INDENTURE")
of even date herewith, by and among the Company, the guarantors named therein
and the trustee and (ii) 20,400,000 warrants (the "INITIAL WARRANTS"), which
will be exercisable to purchase Class A Common Stock (as exercised collectively,
the "WARRANT SHARES"). For a period of one hundred and eighty (180) days
following the Issue Date (as defined in the Indenture), holders of the Initial
Notes shall have the option to purchase (the "HOLDERS' OPTION") additional notes
in the amount of up to $280,000,000 less the amount of interest on the Initial
Notes paid prior to the issuance of such additional notes (the "ADDITIONAL
NOTES") plus a pro rata portion of up to an additional 20,400,000 warrants (the
"ADDITIONAL WARRANTS"). The Initial Notes and the Additional Notes are referred
to herein as the "NOTES." The Initial Warrants and the Additional Warrants are
referred to herein as the "WARRANTS."
B. To induce the Buyers to execute and deliver the Securities Purchase
Agreement, the Company has agreed to provide certain registration rights under
the United States Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the
"SECURITIES ACT"), and applicable state securities laws.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and each
of the Buyers hereby agree as follows:
Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Securities Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:
"2003 REGISTRATION RIGHTS AGREEMENT" means Registration Rights
Agreement, dated as of November 13, 2003, among the Company, Eagle River
Holdings, LLC, Hispanic Information Television Network and Clearwire Holdings,
"2004 REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of March 16, 2004, by and between the Company and each of
the investors named therein.
"AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person
whether through the ownership of voting securities or by agreement or otherwise.
"BUSINESS DAY" means any day other than Saturday, Sunday or any other
day on which commercial banks in The City of New York are authorized or required
by law to remain closed.
"BUYERS" has the meaning set forth in the preamble of this Agreement.
"CLOSING DATE" means the date of the closing of the sale of the Notes
and Warrants as contemplated by the Securities Purchase Agreement.
"CLASS A COMMON STOCK" means the Class A Common Stock, par value
$0.0001 per share, of the Company, as it exists on the date of this Agreement
and any other shares of capital stock or other securities of the Company into
which such Class A Common Stock may be reclassified or changed, together with
any and all other securities which may from time to time be issuable upon
exercise of the Warrants.
"COMPANY" has the meaning set forth in the preamble of this Agreement.
"EFFECTIVE DATE" means the date the Registration Statement is declared
effective by the SEC.
"EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder or any similar
"EXISTING REGISTRATION RIGHTS AGREEMENTS" means the 2003 Registration
Rights Agreement and the 2004 Registration Rights Agreement.
"EXISTING DEMAND REGISTRATION RIGHTS" means the registration rights
set forth in Section 3 of the 2003 Registration Rights Agreement and Section 3
of the 2004 Registration Rights Agreement.
"EXISTING INCIDENTAL REGISTRATION RIGHTS" means the registration
rights set forth in Section 2 of the 2003 Registration Rights Agreement and
Section 2 of the 2004 Registration Rights Agreement.
"HOLDER" means a Person who is a holder or beneficial owner of
Transfer Restricted Securities; provided that, unless otherwise expressly stated
herein, a holder of Warrants shall be deemed to be a holder of such Transfer
Restricted Securities into which such Warrants are exercisable.
"HOLDER INFORMATION" with respect to any Holder means information with
respect to such Holder required to be included in any Registration Statement or