JOINT FILING AGREEMENT
Exhibit 99.7
JOINT FILING AGREEMENT (this “Agreement”), dated as of November 28, 2008, by and among the
parties identified in the signature pages hereof (such parties other than Intel (as defined below)
collectively, the “Reporting Persons”).
WHEREAS, each Reporting Person beneficially owns shares of Class A Common Stock, par value
$0.0001 per share (the “Class A Common Stock”), of Clearwire Corporation (the “Company”);
WHEREAS, the Reporting Persons, together with Intel Capital Wireless Investment Corporation
2008A, a Delaware corporation (“Intel A”), Intel Capital Wireless Investment Corporation 2008B, a
Delaware corporation (“Intel B”), Intel Capital Wireless Investment Corporation 2008C, a Delaware
corporation (“Intel C”), Intel Capital Corporation, a Delaware corporation (“Intel Capital”), Intel
Capital (Cayman) Corporation, a Cayman Islands company (“Intel Cayman”), and Middlefield Ventures,
Inc., a Delaware corporation (“Middlefield”, and collectively with Intel A, Intel B, Intel C, Intel
Capital and Intel Cayman, “Intel”), have entered into an Equityholders’ Agreement dated as of
November 28, 2008 (as amended, modified or supplemented from time to time, the “Equityholders’
Agreement”);
WHEREAS, by entering into the Equityholders’ Agreement, the Reporting Persons and Intel may be
deemed to have formed a “group” (the “Reporting Group”) for purposes of Section 13(d) of the
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated
thereunder, and as a result, the Reporting Group may be deemed to have acquired beneficial
ownership of all shares of Class A Common Stock beneficially owned by the Reporting Persons and
Intel; and
WHEREAS, each of the Reporting Persons desires by this Agreement to provide for the joint
filing of a Statement on Schedule 13D (as amended from time to time, the “Joint Schedule 13D”) with
respect to the Reporting Persons’ respective beneficial ownership of shares of Class A Common
Stock.
NOW, THEREFORE, the Reporting Persons hereby agree as follows:
1. Joint Filing. Pursuant to Rule 13d-1(k) of the Exchange Act, each of the Reporting Persons
shall cooperate to jointly prepare and file the Joint Schedule 13D with respect to their respective
beneficial ownership of shares of Class A Common Stock on behalf of the Reporting Group and all
necessary or appropriate amendments thereto. The Reporting Persons agree that this Agreement may
be included as an exhibit to the Joint Schedule 13D and any amendments thereto, and any amendments
to the Joint Schedule 13D may be filed without the necessity of filing additional joint filing
agreements. For purposes of this Agreement, the terms “beneficial ownership” and “beneficial owner”
shall have the meanings given to them pursuant to Rule 13d-3 of the Exchange Act.
2. Amendments. Each Reporting Person agrees that if (a) it or any of its Affiliates (as such
term is defined in the Equityholders’ Agreement) takes any action that would require the Reporting
Group to amend the Joint Schedule 13D or (b) any information concerning such Reporting Person or
any of its Affiliates set forth in the Joint Schedule 13D is or becomes inaccurate in any material
respect, such Reporting Person shall notify the other Reporting Persons and Intel no later than one
business day thereafter, and shall cause an appropriate amendment to the Joint Schedule 13D to be
promptly prepared and distributed to the other Reporting Persons for review.
3. Reasonable Opportunity to Review. Each Reporting Person agrees to provide the other
Reporting Persons a reasonable opportunity to review and comment on each proposed amendment to the
Joint Schedule 13D.
4. Information; Responsibility.
(a) Each Reporting Person represents and warrants to the other Reporting Persons that
the information concerning such Reporting Person and any of its Affiliates contained in the
Joint Schedule 13D or any amendment thereto will be, true, correct and complete in all
material respects and in accordance with all applicable laws.
(b) In accordance with Rule 13d-1(k) of the Exchange Act, each Reporting Person shall
be responsible for the completeness and accuracy of the information concerning such
Reporting Person contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning any other Reporting Person contained therein, unless
such Reporting Person knows or has reason to believe that such information is inaccurate.
5. Indemnification. Each Reporting Person agrees to indemnify each other Reporting Person for
any losses, claims, liabilities or expenses (including reasonable legal fees and expenses)
resulting from, or arising in connection with, the breach by such Reporting Person of any
representations, warranties or agreements in this Agreement.
6. Termination; Survival. Any Reporting Person may terminate its obligation to continue to
jointly file future amendments to the Joint Schedule 13D by delivering written notice to each other
Reporting Person at least two business days prior to the effective date of such termination in
which case the provisions of this Agreement solely with respect to such Reporting Person shall
terminate; provided that (x) paragraphs 5, 6, 8, 9 and 10 hereof shall survive such termination and
(y) such Reporting Person shall continue to be subject to its indemnification obligations under
this Agreement for any breach by such Reporting Person hereunder existing at the time of such
termination. In addition, following the termination by any Reporting Person pursuant to this
Section 6 and thereafter for so long as such Reporting Person or any of its Affiliates is a party
to the Equityholders’ Agreement, such Reporting Person shall promptly (and in any event within one
business day after the filing) notify each other Reporting Person then party to the Equityholders’
Agreement in writing of the filing of any Schedule 13D or amendment thereof with respect to its or
any of its Affiliates’ beneficial ownership of shares of Class A Common Stock.
7. Intel Notices. Intel agrees that for so long as Intel or any of its Affiliates is a party
to the Equityholders’ Agreement, Intel shall promptly (and in any event within one business day
after the filing) notify each Reporting Person then party to the Equityholders’ Agreement in
writing of the filing of any Schedule 13D or amendment thereof with respect to its or any of its
Affiliates’ beneficial ownership of shares of Class A Common Stock.
8. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement will be governed in all
respects by the laws of the State of Delaware. No suit, action or proceeding with respect to this
Agreement may be brought in any court or before any similar authority other than in a court of
competent jurisdiction in the State of Delaware, and the parties to this Agreement submit to the
exclusive jurisdiction of those courts for the purpose of a suit, proceeding or judgment. Each
party to this Agreement irrevocably waives any right it may have had to bring an action in any
other court, domestic or foreign, or before any similar domestic or foreign authority. Each of the
parties to this Agreement irrevocably and unconditionally waives trial by jury in any legal action
or proceeding (including any counterclaim) in relation to this Agreement.
9. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of
counterparts, each of which will be an original, but all of which together will constitute one
instrument. This Agreement may be executed by facsimile or electronically-sent signature(s).
10. Notices. All notices and other communications required or permitted under this Agreement
will be in writing and shall be sent by facsimile (including a written confirmation of
transmission) to their facsimile numbers set forth in the Equityholders’ Agreement. All notices
given as provided under this Agreement shall be deemed to have been effectively given on the date
the facsimile transmission is sent if sent during normal business hours of the recipient or, if
not, on the next business day.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written.
| Sprint Nextel Corporation |
||||
| By | /s/ Xxxxxxx X. X'Xxxxx | |||
| Name: | Xxxxxxx X. X'Xxxxx | |||
| Title: | Vice President | |||
| Sprint HoldCo, LLC |
||||
| By | /s/ Xxxxxxx X. X'Xxxxx | |||
| Name: | Xxxxxxx X. X'Xxxxx | |||
| Title: | Vice President | |||
| Comcast Corporation |
||||
| By | /s/ Xxxxxx X. Block | |||
| Name: | Xxxxxx X. Block | |||
| Title: | Senior Vice President | |||
| Comcast Wireless Investment I, Inc. |
||||
| By | /s/ Xxxxxx X. Block | |||
| Name: | Xxxxxx X. Block | |||
| Title: | Senior Vice President | |||
| Comcast Wireless Investment II, Inc. |
||||
| By | /s/ Xxxxxx X. Block | |||
| Name: | Xxxxxx X. Block | |||
| Title: | Senior Vice President | |||
| Comcast Wireless Investment III, Inc. |
||||
| By | /s/ Xxxxxx X. Block | |||
| Name: | Xxxxxx X. Block | |||
| Title: | Senior Vice President | |||
| Comcast Wireless Investment IV, Inc. |
||||
| By | /s/ Xxxxxx X. Block | |||
| Name: | Xxxxxx X. Block | |||
| Title: | Senior Vice President | |||
| Comcast Wireless Investment V, Inc. |
||||
| By | /s/ Xxxxxx X. Block | |||
| Name: | Xxxxxx X. Block | |||
| Title: | Senior Vice President | |||
| Time Warner Cable Inc. |
||||
| By | /s/ Xxxxxx X. Adige | |||
| Name: | Xxxxxx X. Adige | |||
| Title: | Senior Vice President, Investments | |||
| Time Warner Cable LLC |
||||
| By | /s/ Xxxxxx X. Adige | |||
| Name: | Xxxxxx X. Adige | |||
| Title: | Senior Vice President, Investments | |||
| TWC Wireless Holdings I LLC |
||||
| By | /s/ Xxxxxx X. Adige | |||
| Name: | Xxxxxx X. Adige | |||
| Title: | Senior Vice President, Investments | |||
| TWC Wireless Holdings II LLC |
||||
| By | /s/ Xxxxxx X. Adige | |||
| Name: | Xxxxxx X. Adige | |||
| Title: | Senior Vice President, Investments | |||
| TWC Wireless Holdings III LLC |
||||
| By | /s/ Xxxxxx X. Adige | |||
| Name: | Xxxxxx X. Adige | |||
| Title: | Senior Vice President, Investments | |||
| Bright House Networks, LLC |
||||
| By | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
| BHN Spectrum Investments, LLC |
||||
| By | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
| Xxxxxxxx Broadcasting Corporation |
||||
| By | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
| Google Inc. |
||||
| By | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President and General Counsel |
|||
| Eagle River Holdings, LLC |
||||
| By | /s/ Xxxxx X. XxXxx | |||
| Name: | Xxxxx X. XxXxx | |||
| Title: | Chief Executive Officer | |||
| Xxxxx X. XxXxx |
||||
| By | /s/ Xxxxx X. XxXxx | |||
| Name: | Xxxxx X. XxXxx | |||
| CWCI, LLC |
||||
| By | /s/ Xxxxx X. XxXxx | |||
| Name: | Xxxxx X. XxXxx | |||
| Title: | Manager | |||
| Solely for purposes of Sections 7, 8, 9 and 10 Intel Capital Wireless Investment Corporation 2008A |
||||
| By | /s/ Xxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxx | |||
| Title: | Authorized Officer | |||
| Solely for purposes of Sections 7, 8, 9 and 10 Intel Capital Wireless Investment Corporation 2008B |
||||
| By | /s/ Xxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxx | |||
| Title: | Authorized Officer | |||
| Solely for purposes of Sections 7, 8, 9 and 10 Intel Capital Wireless Investment Corporation 2008C |
||||
| By | /s/ Xxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxx | |||
| Title: | Authorized Officer | |||
| Solely for purposes of Sections 7, 8, 9 and 10 Intel Capital Corporation |
||||
| By | /s/ Xxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxx | |||
| Title: | Authorized Officer | |||
| Solely for purposes of Sections 7, 8, 9 and 10 Intel Capital (Cayman) Corporation |
||||
| By | /s/ Xxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxx | |||
| Title: | Authorized Officer | |||
| Solely for purposes of Sections 7, 8, 9 and 10 Middlefield Ventures, Inc. |
||||
| By | /s/ Xxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxx | |||
| Title: | Authorized Officer | |||
