Securities Purchase Agreement (2006)Full Document 

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                          SECURITIES PURCHASE AGREEMENT

     SECURITIES PURCHASE AGREEMENT (the "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"), the Guarantors
(as defined below) and the Buyers listed on the Schedule of Buyers attached
hereto (individually, a "BUYER" and collectively, the "BUYERS").

     WHEREAS:

     A. The Company and each Buyer is executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by Section
4(2) of the United States Securities Act of 1933, as amended (the "SECURITIES
ACT"), and Rule 506 of Regulation D ("REGULATION D") as promulgated by the
United States Securities and Exchange Commission (the "SEC") under the
Securities Act.

     B. The Company has authorized the issuance of its Series A Senior Notes due
2010 (the "SERIES A NOTES" and any such notes that may be issued to Accredited
Investors pursuant to Section 1(c), the "SERIES A-1 NOTES") and its Series B
Senior Notes due 2010 (the "SERIES B NOTES"), each in substantially the form
attached hereto as Exhibit A. The payment of principal of, premium and interest
on the Notes will be fully and unconditionally guaranteed (the "GUARANTEES"),
jointly and severally, by each of the Guarantors (as defined below).

     C. Each Buyer wishes to purchase, and the Company wishes to sell, upon the
terms and conditions stated in this Agreement, (i) that aggregate principal
amount of Series A Notes set forth opposite such Buyer's name in column (3) on
the Schedule of Buyers (which aggregate principal amount for all Buyers shall
initially be $255,000,000 (the "INITIAL NOTES"); (ii) warrants, in substantially
the form attached hereto as Exhibit B (the "INITIAL WARRANTS"), to acquire up to
that number of shares of the Company's Class A Common Stock, par value $0.0001
(the "CLASS A COMMON STOCK") set forth opposite such Buyer's name in column (4)
of the Schedule of Buyers (as exercised, collectively, the "INITIAL WARRANT
SHARES"); (iii) upon the exercise of the Buyers' Option (as defined below), up
to that aggregate principal amount of Series A or Series B Notes of the Company,
in substantially the form attached hereto as Exhibit A (the "ADDITIONAL NOTES")
set forth opposite such Buyer's name in column (6) on the Schedule of Buyers
(which aggregate principal amount of Additional Notes shall not exceed
$280,000,000 less the amount of interest paid on the Initial Notes prior to the
issuance of the Additional Notes) and warrants, in substantially the form
attached hereto as Exhibit B (the "ADDITIONAL WARRANTS"), to acquire up to that
number of shares of Class A Common Stock set forth opposite such Buyer's name in
column (7) on the Schedule of Buyers. The Initial Notes, the Remaining Notes (as
defined below) and the Additional Notes are collectively referred to herein as
the "NOTES." The Warrants, the Remaining Warrants (as defined below) and the
Additional Warrants are collectively referred to herein as the "WARRANTS."

     D. The Notes, the Guarantees, the Warrants and the Warrant Shares
collectively are referred to herein as the "SECURITIES."


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     E. Contemporaneously with the execution and delivery of this Agreement, a
portion of the purchase price for the sale of the Notes (the "INITIAL COLLATERAL
FUNDS") will be paid directly to the Collateral Agent to purchase U.S.
government securities in an amount sufficient, upon receipt of scheduled
principal and interest payments thereon, to provide for the payment in full of
the first four (4) scheduled interest payments on the Notes, which (together
with any U.S. government securities purchased with any Additional Funds (as
defined below), the "GOVERNMENT SECURITIES") will be deposited with the
Collateral Agent in an account (the "COLLATERAL ACCOUNT") with The Bank of New
York on the Closing Date. In connection therewith, pursuant to the terms of the
Indenture, the Company is granting a security interest in the Collateral Account
and all cash, cash equivalents, instruments, securities (including any
Government Securities) and other financial or other assets which are maintained
in the Collateral Account, and is executing and delivering an Account Control
Agreement, substantially in the form attached hereto as Exhibit C with The Bank
of New York, as securities intermediary and the Collateral Agent (as defined in
the Security Agreement) (as amended or modified from time to time, the "ACCOUNT
CONTROL AGREEMENT"). In the case of the issuance of any Additional Notes (as
defined below), a portion of the purchase price for the sale of the Additional
Notes (the "ADDITIONAL COLLATERAL FUNDS") will be paid directly to the
Collateral Agent to purchase U.S. government securities in an amount sufficient,
upon receipt of scheduled principal and interest payments thereon, to provide
for the payment in full of the first four (4) scheduled interest payments on the
Additional Notes in the case of Additional Notes issued prior to February 15,
2006, or the payment in full of the first three (3) scheduled interest payments
on the Additional Notes in the case of Additional Notes issued on or after
February 15, 2006 (such scheduled interest payment dates in respect of which
Additional Collateral Funds are to be paid, the "DESIGNATED REMAINING INTEREST
PAYMENT DATES") which Additional Collateral Funds and/or Government Securities
will be deposited in the Collateral Account on the applicable Buyers' Option
Purchase Date (as defined below). Twenty-five percent (25%) of the Initial
Collateral Funds shall mature no later than each of the first four Interest
Payment Dates (as defined in the Indenture) following the issuance of the
Initial Notes. Additional Collateral Funds shall mature on a pro rata basis no
later than each of the Designated Remaining Interest Payment Dates following the
issuance of the Additional Notes to which such Additional Collateral Funds
relate.

     F. Contemporaneously with the execution and delivery of this Agreement, the
Company, Clearwire LLC ("CLEARWIRE1"), Fixed Wireless Holdings, LLC ("FWH") and
NextNet Wireless, Inc. ("NEXTNET" and, together with Clearwire1, FWH and each of
their respective Domestic Restricted Subsidiaries (as defined in the Indenture),
the "GUARANTORS") and The Bank of New York (acting in such capacity, the
"TRUSTEE") are executing and delivering an indenture, substantially in the form
attached hereto as Exhibit D (as amended or modified from time to time, the
"INDENTURE").

     G. Contemporaneously with the execution and delivery of this Agreement, the
Company and the Buyers are executing and delivering a Registration Rights
Agreement, substantially in the form attached hereto as Exhibit E (as amended or
modified from time to time, the "REGISTRATION RIGHTS AGREEMENT"), pursuant to
which the Company has agreed to provide certain registration rights with respect
to the Warrant Shares under the Securities Act and the rules and regulations
promulgated thereunder.


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     H. The Notes constitute indebtedness of the Company and will be secured by
a first priority, perfected security interest in certain assets of the Company
and certain stock and assets of its Subsidiaries (as hereinafter defined),
including certain stock and assets of the Guarantors, subject to certain
exceptions, as evidenced by the pledge agreement attached hereto as Exhibit F
(the "PLEDGE AGREEMENT") and the security agreement attached hereto as Exhibit G
(the "SECURITY AGREEMENT" and, together with the Pledge Agreement and the other
security documents listed in Exhibit H, the "SECURITY DOCUMENTS").

     I. This Agreement, the Notes, the Indenture, the Guarantees, the
Registration Rights Agreement, the Security Documents, the Warrants, the Account
Control Agreement and each of the other agreements entered into by the parties
hereto in connection with the transactions contemplated by this Agreement are
collectively referred to herein as the "TRANSACTION DOCUMENTS."

     NOW, THEREFORE, the Company and each Buyer hereby agree as follows:

     1. PURCHASE AND SALE OF NOTES AND WARRANTS.

          (a)  Purchase of Notes and Warrants.

                    (i) Subject to the satisfaction (or waiver) of the
     conditions set forth in Sections 6 and 7 below, the Company shall issue and
     sell to each Buyer, and each Buyer severally, but not jointly, agrees to
     purchase from the Company on the Closing Date (as defined below), (x) a
     principal amount of Initial Notes as is set forth opposite such Buyer's
     name in column (3) on the Schedule of Buyers and (y) Initial Warrants to
     acquire up to that number of Warrant Shares as is set forth opposite such
     Buyer's name in column (4) on the Schedule of Buyers (the "CLOSING").

                    (ii) Closing. The date and time of the Closing (the "CLOSING
     DATE") shall be 10:00 a.m., New York City Time, on August 5, 2005 (or such
     later date as is mutually agreed to by the Company and each Buyer) after
     notification of satisfaction (or waiver) of the conditions to the Closing
     set forth in Sections 6 and 7 below at the offices of Kirkland & Ellis LLP,
     153 East 53rd Street, New York, New York 10022.

                    (iii) Purchase Price. The aggregate purchase price for the
     Initial Notes and the Initial Warrants to be purchased by each Buyer at the
     Closing (the "PURCHASE PRICE") shall be the amount set forth opposite such
     Buyer's name in column (5) of the Schedule of Buyers. Each Buyer shall pay
     $1,000 for each $1,000 of principal amount of Initial Notes and related
     Initial Warrants to be purchased by such Buyer at the Closing.

                    (iv) Purchase Price Allocation. The Company and the Buyers
     agree that solely for United States federal income tax purposes $850.40 per
     $1,000 of the Purchase Price is allocated to the Initial Notes and $149.60
     per $1,000 of the Purchase Price is allocated to the Initial Warrants and
     such allocation of the purchase price shall be binding on all holders of
     the Series A Notes and the Warrants.


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          (b) Form of Payment. On the Closing Date, (i) each Buyer shall pay its
portion of the Purchase Price to the Company for the Initial Notes and the
Initial Warrants to be issued and sold to such Buyer at the Closing, by wire
transfer of immediately available funds in accordance with the Company's written
wire instructions and in accordance with Section 4(j), and (ii) the Company
shall deliver or caused to be delivered to each Buyer (A) the Initial Notes (for
the account of such Buyer as such Buyer shall instruct) which such Buyer is then
purchasing and (B) the Initial Warrants (in the amounts as such Buyer shall
request) such Buyer is purchasing, in each case duly executed on behalf of the
Company and registered in the name of such Buyer or its designee.

          (c) Purchase of Remaining Notes and Remaining Warrants by Accredited
Investors.

                    (i) The Buyers hereby agree that, in the event that the
     Buyers purchase less than $280.0 million of Initial Notes at the Closing
     then, at any time until the date that is thirty (30) days after the Issue
     Date, the Company may issue and sell to any of the "accredited investors"
     (within the meaning of Rule 501(a) under the Securities Act) set forth on

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