1442505--3/26/2009--Clearwire_Corp

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Our substantial indebtedness and restrictive debt covenants could limit our financing options and liquidity position and may limit our ability to grow our business. We have committed to deploy a wireless broadband network using mobile WiMAX technology and would incur significant costs to deploy alternative technologies, even if there are alternative technologies available in the future that would be technologically superior or more cost effective. If third parties fail to develop and deliver the equipment that we need for both our existing and future networks, we may be unable to execute our business strategy or operate our business. We may experience difficulties in constructing, upgrading and maintaining our network, which could adversely affect customer satisfaction, increase subscriber churn and costs incurred, and decrease our revenues. Sprint, Eagle River and the Investors are our largest stockholders, and as a result they together effectively have control over us and may have actual or potential interests that may diverge from yours. Clearwire and its subsidiaries may be considered subsidiaries of Sprint under certain of Sprint s agreements relating to its indebtedness. We will incur significant expense in complying with the terms of our 4G MVNO Agreement, and we may not recognize the benefits we expect if Sprint and certain of our Investors are not successful in reselling our services to their customers, which would adversely affect our business prospects and results. A number of our significant business arrangements are between us and parties that have an investment in or a fiduciary duty to us, and the terms of those arrangements may not be beneficial to us. Clearwire is a controlled company within the meaning of the NASDAQ Marketplace Rules and relies on exemptions from certain corporate governance requirements. The corporate opportunity provisions in the Clearwire Charter could enable certain of our stockholders to benefit from corporate opportunities that might otherwise be available to us. We may sustain financial losses if Sprint fails to fulfill its indemnification obligations to us. The integration of Old Clearwire s business and the Sprint WiMAX Business will present significant challenges that may result in a decline in the anticipated benefits of the Transactions. Further, the integration may result in a less than effective system of internal controls and we may not be able to report our financial results accurately, properly safeguard our assets or prevent fraud. The market price of Clearwire Class A Common Stock has been and may continue to be volatile. Many of our competitors are better established and have significantly greater resources than we have, which may make it difficult to attract and retain subscribers. The industries in which we operate are continually evolving, which makes it difficult to evaluate our future prospects and increases the risk of your investment. Our products and services may become obsolete, and we may not be able to develop competitive products or services on a timely basis or at all. If we do not obtain and maintain rights to use licensed spectrum in one or more markets, we may be unable to operate in these markets, which could adversely affect our ability to execute our business strategy. Interruption or failure of our information technology and communications systems could impair our ability to provide our services, which could damage our reputation and harm our operating results. Certain aspects of our VoIP residential telephony services differ from traditional telephone service, which may limit the attractiveness of our services. If our data security measures are breached or customer data is compromised, subscribers may perceive our network and services as not secure. We are subject to extensive regulation that could limit or restrict our activities and adversely affect our ability to achieve our business objectives. If we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations. We may be unable to protect our intellectual property, which could reduce the value of our services and our brand. We could be subject to claims that we have infringed on the proprietary rights of others, which claims would likely be costly to defend, could require us to pay damages and could limit our ability to use necessary technologies in the future. Our business will depend on a strong brand, and if we do not develop, maintain and enhance our brands, our ability to attract and retain subscribers may be impaired and our business and operating results may be adversely affected. Acquisitions, investments and other strategic transactions could result in operating difficulties, dilution, adverse financial reporting impact and distractions from our core business. Our businesses outside the United States operate in a competitive environment different than the environment within the United States. Any difficulties in managing these businesses could occupy a disproportionate amount of our management s attention and disrupt our operations. We rely on highly skilled executives and other personnel. If we cannot retain and motivate key personnel, we may be unable to implement our business strategy. The tax allocation methods to be adopted by Clearwire Communications are likely to result in disproportionate allocations of taxable income. Sales of certain former Clearwire assets by Clearwire Communications may trigger taxable gain to Clearwire. Sprint and the Investors may shift to Clearwire the tax burden of additional built-in gain through a holding company exchange. Mandatory tax distributions may deprive Clearwire Communications of funds that are required in its business. Tax loans Clearwire Communications may be required to make to Sprint in connection with the sale of certain former Sprint built-in gain assets may deprive Clearwire Communications of funds that are required in its business.

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1442505--3/26/2009--Clearwire_Corp_/DE