Common use of Settlement Upon Exchange Clause in Contracts

Settlement Upon Exchange. (a) The Issuers shall settle each exchange of Notes by delivering a number of shares of Common Stock equal to the then applicable Exchange Rate, and paying to the converting Holder any accrued and unpaid interest to the date of settlement. Parent and the Issuers have entered into a Stock Delivery Agreement, dated as of the Issue Date, whereby Parent has agreed to issue to the Issuers the number of shares of Common Stock necessary to deliver to all Holders upon exchange of Notes. (b) Notwithstanding anything to the contrary herein, with respect to any Note (or portion thereof) held, beneficially or of record, by Sprint or its Affiliates or any Member (as defined in the Operating Agreement) or its Affiliates, upon exchange of such Note, Sprint or such Affiliates shall, at their election, by notice delivered to the Issuers concurrently with the Notice of Exchange, receive in lieu of Common Stock issuable upon exchange, such number of shares of Class B Common Stock and Class B Common Units which, upon exchange thereof pursuant to the Operating Agreement, Equityholders’ Agreement, Clearwire’s Amended and Restated Certificate of Incorporation and the Stock Delivery Agreement shall entitle Sprint or such Affiliates to receive such number of shares of Common Stock equal to the Conversion Rate on the Conversion Date. (c) Following the Effectiveness Deadline (as defined in the Registration Rights Agreement), if the Common Stock is not on the Exchange Date covered by a valid and effective registration statement of Parent on Form S-3 that enables the resale of such shares by the Holder without restriction under the Securities Act or such shares delivered to the Holder are not otherwise freely tradeable without restriction under the Securities Act, the Issuers shall deliver to such Holder an additional 0.03 shares of Common Stock for each share of Common Stock that would otherwise have been due upon such exchange (the “Additional Settlement Consideration”). Any Additional Settlement Consideration will be delivered at the time of the delivery of Common Stock that would otherwise have been due upon exchange. Notwithstanding the foregoing, no such Additional Settlement Consideration shall be delivered with respect to any Exchange Shares if the reason such shares are not covered by a resale registration statement is due either to the Holder’s failure to comply with the delivery of information or other requirements contained in the Registration Rights Agreement or, if the Holder has complied with the delivery of information and other requirements contained in the Registration Rights Agreement, the ten Business Day period during which Parent may supplement the prospectus or amend the registration statement to add the stockholder as a selling stockholder has not expired and/or Parent is not required to supplement the prospectus or amend the registration statement pursuant to the terms of the Registration Rights Agreement because it has done so three or more times during that quarter. (d) [reserved]. (e) Upon exchange, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth in Section 3.07. The Issuers’ settlement of the Exchange Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the Exchange Date. As a result, accrued and unpaid interest, if any, to, but not including, the Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (f) The Issuers shall not issue any fractional share of Common Stock upon exchange of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock due upon exchange based on the Last Reported Sale Price of the Common Stock on the Exchange Date.

Settlement Upon Exchange. (a) The Issuers shall settle each exchange of Notes by delivering a number of shares of Common Stock equal to the then applicable Exchange Rate, and paying to the converting Holder any accrued and unpaid interest to the date of settlement. Parent and the Issuers have entered into a Stock Delivery Agreement, dated as of the Issue Date, whereby Parent has agreed to issue to the Issuers the number of shares of Common Stock necessary to deliver to all Holders upon exchange of Notes. (b) Notwithstanding anything to the contrary herein, with respect to any Note (or portion thereof) held, beneficially or of record, by Sprint or its Affiliates or any Member (as defined in the Operating Agreement) or its Affiliates, upon exchange of such Note, Sprint or such Affiliates shall, at their election, by notice delivered to the Issuers concurrently with the Notice of Exchange, receive in lieu of Common Stock issuable upon exchange, such number of shares of Class B Common Stock and Class B Common Units which, upon exchange thereof pursuant to the Operating Agreement, Equityholders’ Agreement, Clearwire’s Amended and Restated Certificate of Incorporation and the Stock Delivery Agreement shall entitle Sprint or such Affiliates to receive such number of shares of Common Stock equal to the Conversion Rate on the Conversion Date. (c) Following the Effectiveness Deadline (as defined in the Registration Rights Agreement), if the Common Stock is not on the Exchange Date covered by a valid and effective registration statement of Parent on Form S-3 that enables the resale of such shares by the Holder without restriction under the Securities Act or such shares delivered to the Holder are not otherwise freely tradeable without restriction under the Securities Act, the Issuers shall deliver to such Holder an additional 0.03 shares of Common Stock for each share of Common Stock that would otherwise have been due upon such exchange (the “Additional Settlement Consideration”). Any Additional Settlement Consideration will be delivered at the time of the delivery of Common Stock that would otherwise have been due upon exchange. Notwithstanding the foregoing, no such Additional Settlement Consideration shall be delivered with respect to any Exchange Shares if the reason such shares are not covered by a resale registration statement is due either to the Holder’s failure to comply with the delivery of information or other requirements contained in the Registration Rights Agreement or, if the Holder has complied with the delivery of information and other requirements contained in the Registration Rights Agreement, the ten Business Day period during which Parent may supplement the prospectus or amend the registration statement to add the stockholder as a selling stockholder has not expired and/or Parent is not required to supplement the prospectus or amend the registration statement pursuant to the terms of the Registration Rights Agreement because it has done so three or more times during that quarter. (d) [reserved]. (e) Upon exchange, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth in Section 3.07. The Issuers’ settlement of the Exchange Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued Accrued and unpaid interest, if any, to, but not including, the Exchange Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Exchange Date shall be deemed to be paid in full rather by the Company on the relevant Exchange Date to the Holders on such Exchange Date (unless the Exchange Date falls after a Regular Interest Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued will be paid on such Interest Payment Date to Holders of record of such Notes on such Regular Interest Record Date and the exchanging Holder (if not the record Holder) will not be entitled to any separate cash payment for any accrued but unpaid interest on the Exchange Date). If more than cancelledone Note shall be surrendered for exchange at one time by the same Holder, extinguished the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or forfeitedspecified portions thereof to the extent permitted thereby) so surrendered. (fb) If a Holder submits a Note for exchange, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Parent Common Stock or Parent Warrants upon exchange, unless such tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Company and Parent may refuse to deliver the certificates (or book-entry deposits) representing the shares of Parent Common Stock or Parent Warrants being issued in a name other than the Holder’s name until the Company receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (c) In case any Note shall be surrendered for partial exchange, the Company shall execute and deliver to the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (d) Upon an exchange of Notes, the Person in whose name the certificate for the shares of Parent Common Stock delivered upon exchange is registered shall no longer be a Holder of such Notes surrendered for exchange. (e) The Issuers Parent shall not issue any fractional share of Parent Common Stock upon exchange of the Notes and the Company shall instead pay cash in lieu of any such fractional share of Parent Common Stock due issuable upon exchange based on the Last Reported Sale Price of the Parent Common Stock on the relevant Exchange Date.

Settlement Upon Exchange. (a) The Issuers shall settle each With respect to any exchange of Notes, if any, the Company shall, subject to the provisions of this Article 7, deliver to exchanging Holders, in respect of each $1,000 Principal Amount of Notes by delivering being exchanged, a number of shares of Common Stock equal to the then applicable Applicable Exchange Rate, and paying to on the converting Holder any accrued and unpaid interest to third Business Day immediately following the date of settlement. Parent and the Issuers have entered into a Stock Delivery Agreement, dated as of the Issue relevant Exchange Date, whereby Parent has agreed to issue to the Issuers the number together with cash in lieu of any fractional shares of Common Stock necessary pursuant to deliver Section 7.03(d) and Interest Make-Whole Premium, if applicable, pursuant to all Holders upon Section 7.01(c) or any Redemption Exchange Make-Whole Payment, as applicable. A Holder may exchange less than the entire Principal Amount of Notes. the Notes so long as the amount of such Holder’s Notes not so exchanged equals $200,000 or an integral multiple of $1,000 in excess thereof. If, on or after December 15, 2013, the Last Reported Sale Price of the Common Stock for 20 or more Trading Days (bwhether or not consecutive) Notwithstanding anything in a period of 30 consecutive Trading Days ending within five Trading Days prior to the contrary hereindate the Company receives an Exchange Notice exceeds the applicable Exchange Price in effect on each such Trading Day, with respect to any Note (or portion thereof) held, beneficially or of record, by Sprint or its Affiliates or any Member (as defined in the Operating Agreement) or its Affiliates, upon exchange of such Note, Sprint or such Affiliates Company shall, at their election, by notice delivered in addition to delivering the Issuers concurrently with the Notice of Exchange, receive in lieu of Common Stock issuable upon exchange, such number of shares of Class B Common Stock and Class B Common Units which, upon exchange thereof pursuant to the Operating Agreement, Equityholders’ Agreement, Clearwire’s Amended and Restated Certificate of Incorporation and the Stock Delivery Agreement shall entitle Sprint or such Affiliates to receive such number of shares of Common Stock equal to the Conversion Rate on the Conversion Date. (c) Following the Effectiveness Deadline (as defined in the Registration Rights Agreement), if the Common Stock is not on the Exchange Date covered by a valid and effective registration statement of Parent on Form S-3 that enables the resale of such shares upon exchange by the Holder without restriction under the Securities Act or such shares delivered to the Holder are not otherwise freely tradeable without restriction under the Securities Act, the Issuers shall deliver to such Holder an additional 0.03 shares of Common Stock for each share of Common Stock that would otherwise have been due upon such exchange (the “Additional Settlement Consideration”). Any Additional Settlement Consideration will be delivered at the time of the delivery Notes, together with cash in lieu of Common Stock that would otherwise have been due upon exchangefractional shares, pay the Interest Make-Whole Premium. Notwithstanding the foregoing, no if the Redemption Exchange Make-Whole Payment is payable upon exchange of a Holder’s Note, then such Additional Settlement Consideration shall be delivered Holder will not receive the Interest Make-Whole Premium with respect to such Note. The Company will notify Holders of such Interest Make-Whole Premium amount no later than one Business Day after the Company receives the Exchange Notice. If a Holder exchanges its Notes pursuant to Section 7.01(c) after the Close of Business on a Regular Record Date for the payment of interest and before the Open of Business on the immediately following Interest Payment Date, the Company will not pay accrued interest to any Exchange Shares if exchanging Holder and will instead pay the reason full amount of the relevant interest payment on such shares are not covered by a resale registration statement is due either Interest Payment Date to the Holder of record on such Interest Record Date. In such case, the Interest Make-Whole Premium payment to such exchanging Holders will equal the present value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for until the Maturity Date computed using a discount rate equal to 0.50%. Such present value shall be computed by an internationally recognized independent investment banking firm, which may be the Initial Purchaser, retained by the Company for this purpose. If a Holder’s failure Notes have been called for Optional Redemption or Tax Redemption, and such Holder submits such Notes for exchange at any time prior to comply with the delivery Close of information or other requirements contained in Business on the Registration Rights Agreement third Business Day immediately preceding the Redemption Date (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), then the Company will, in addition to delivering shares of the Common Stock deliverable upon such exchange and paying cash in lieu of any fractional shares, make a payment (the “Redemption Exchange Make-Whole Payment”) in cash to such Holder has complied with the delivery of information and other requirements contained in the Registration Rights Agreement, the ten Business Day period during which Parent may supplement the prospectus or amend the registration statement to add the stockholder as a selling stockholder has not expired and/or Parent is not required to supplement the prospectus or amend the registration statement pursuant equal to the terms sum of the Registration Rights Agreement because it has done so three or more times during remaining scheduled payments of interest that quarter. (d) [reserved]. (e) would have been made on the Notes to be exchanged had such Notes remained outstanding from the applicable Exchange Date to the Maturity Date. If the Redemption Exchange Make-Whole Payment is payable upon exchange of a Holder’s Note, then such Holder will not receive the Interest Make-Whole Premium. Upon exchange, a Holder Holders shall not receive any separate cash payment for accrued and unpaid interest unless such exchange occurs between a Regular Record Date and the Interest Payment Date to which it relates and the exchanging Holder was the Holder on the relevant Regular Record Date. (b) If Notes are exchanged after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the exchange. Notes surrendered for exchange during the period from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest payable on the Notes so exchanged; provided that no such payment need be made (i) for exchanges following the Regular Record Date immediately preceding the Maturity Date; (ii) if the Company has delivered notice specifying a Redemption Date that is after a Regular Record Date and on or prior to the fourth Business Day immediately following the corresponding Interest Payment Date; (iii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the fourth Business Day immediately following the corresponding Interest Payment Date; (iv) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Note; or (v) for exchanges made pursuant to Section 7.01(c). (c) The Company shall not deliver fractional shares upon exchange of Notes. If multiple Notes shall be surrendered for exchange at one time by the same Holder, the number of full shares which shall be issuable upon exchange (and the number of fractional shares, if any, except as set forth for which cash shall be delivered) shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the exchange of any Notes, the Company shall make payment of an amount in Section 3.07cash for the current market value of the fractional shares. The Issuers’ settlement current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Exchange Obligation shall Date by such fractional share and rounding the product to the nearest whole cent. (d) By delivery to the Holder of the full number of shares of Common Stock, together with any cash payment for fractional shares, issuable upon exchange, and Interest Make-Whole Premium, if applicable, the Company will be deemed to satisfy in full its obligation to pay the principal amount Principal Amount of the Note Notes and all accrued and unpaid interest, if any, interest to, but not includingexcluding, the Exchange Date. As a resultUpon exchange of the Notes, all accrued and unpaid interest, if any, interest to, but not includingexcluding, the Exchange Date shall will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, subject to Section 7.03(c) above. (e) The Company and the Parent shall not enter into any transaction or take any other action that would require an increase in the Exchange Rate (whether under Section 7.04(b), (c), (d) or (e), under Section 7.07 or under Section 7.14 that would result, in the aggregate, in the Notes becoming exchangeable for a number of shares of the Common Stock in excess of any limitations imposed by the listing standards of The NASDAQ Global Select Market, without complying, if applicable, with the shareholder approval rules contained in such listing standards. (f) The Issuers shall not issue Notwithstanding any fractional share other provisions in this Indenture, no Holder of a Note (including, for this purpose, any holder of a beneficial interest therein) may exchange any Note or be entitled to take any delivery of the shares of the Common Stock upon exchange of thereof to the Notes and shall instead pay cash in lieu extent (but only to the extent) that, after such receipt of any fractional share of Common Stock due upon exchange based on the Last Reported Sale Price shares of the Common Stock on upon exchange, such holder’s Section 16 Percentage would exceed 4.9%. Any purported delivery hereunder shall be void and have no effect to the Exchange Dateextent (but only to the extent) that, after such delivery, the Section 16 Percentage of such holder would exceed 4.9%. If any delivery owed to a Holder of a Note (including, for this purpose, any holder of a beneficial interest therein) hereunder is not made, in whole or in part, as a result of this provision, the Company’s obligation to make such delivery shall not be extinguished and the Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, such holder gives notice to the Company that, after such delivery, the Section 16 Percentage would not exceed 4.9%.