INCLUDED EXHIBITS. 35 EDUCATIONAL BROADBAND SERVICE LONG-TERM DE FACTO TRANSFER LEASE AGREEMENT THIS Educational Broadband Service ("EBS") Long-Term De Facto Transfer Lease Agreement (the "AGREEMENT") is entered into as of December 22, 2006 (the "EFFECTIVE DATE"), by and between [***] ("LICENSEE"), and Clearwire Spectrum Holdings II LLC, a Nevada limited liability company with its principal offices at 0000 Xxxx Xxxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxx, XX 00000 ("CLEARWIRE"). Licensee and Clearwire are each sometimes referred to as "PARTY" and collectively as "PARTIES."
INCLUDED EXHIBITS. The following exhibits are part of this Agreement: Exhibit A. FCC Reference Copies of Licenses Exhibit B1. Warrant Agreement ($10.50) Exhibit B2. Warrant Agreement ($16.00) Exhibit C. Services Agreement Exhibit D. Interference Consents Exhibit E. Redacted Agreement Exhibit F. Licensee's Disclosures Exhibit G. Parent Guarantee and Covenant Agreement [*** Confidential Treatment Requested] AGREED TO: CLEARWIRE SPECTRUM HOLDINGS II LLC By: /s/ R. Xxxxxx Xxxxxxx --------------------------------- Name: R. Xxxxxx Xxxxxxx Title: Ex V.P. [***] By: /s/ [***] --------------------------------- Name: [***] Title: President [*** Confidential Treatment Requested] EXHIBIT A FCC REFERENCE COPIES OF LICENSES [***] [*** Confidential Treatment Requested] EXHIBIT B1 WARRANT AGREEMENT ($10.50) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. No. (NO) Issued: (DATE), 2006 WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF CLEARWIRE CORPORATION (VOID AFTER __________, 20__ [[FIFTH ANNIVERSARY OF FINAL ORDER DATE]]) This certifies that [***] (the "Holder"), for value received, is entitled to purchase from Clearwire Corporation, a Delaware corporation (the "Company"), having a place of business at 0000 Xxxx Xxxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxx, XX 00000, Two Million Five Hundred Thousand (2,500,000) fully paid and nonassessable shares of the Company's Class A Common Stock (the "Common Stock"). The exercise price per share of this Warrant is Ten Dollars and Fifty Cents ($10.50) (the "Stock Purchase Price") payable in lawful money of the United States or otherwise as hereinafter provided. If payment is by check and the check is not a check issued by a regulated banking or financial institution the shares to be so issued shall not be considered issued until such check has cleared. Unless this Warrant is terminated earlier as provided in Section 8, this Warrant may be exercised in whole or in part at any time or from time to time up to and including 5:00 p.m. (Pacific Time) on [[_______, 20__]][[INSERT DATE 5TH ANNIVERSARY OF FINAL ORDER DATE]] (the "Expiration Date"), upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) ...
