Clearwire Corporation and Sprint Nextel Corporation announced that they have entered into a definitive agreement to combine their wireless broadband businesses to form a new wireless communications company. The new company, which will be named Clearwire, will be focused on expediting the deployment of the first nationwide mobile WiMAX network to provide a true mobile broadband experience for consumers, businesses, enterprises, public safety organizations, and educational institutions. The new Clearwire expects to enhance the speed and manner in which customers access the Internet at home, in the office, and on the road.

Sprint and Clearwire also announced that Intel Corporation, Google Inc., Comcast Corporation, Time Warner Cable Inc., and Bright House Networks have collectively agreed to invest $3.2 billion into the new company. The investment by the five strategic investors will be based on a target price of $20.00 per share of Clearwire's common stock, subject to a post-closing adjustment. This adjustment is based upon the trading prices of new Clearwire common stock on the NASDAQ Market over 15 randomly selected trading days during the 30-trading day period ending on the 90th day after the closing date. The price per share will be based upon the volume weighted average price on such days and is subject to a cap of $23.00 per share and a floor of $17.00 per share.

Upon completion of the proposed transaction, Sprint will own the largest stake in the new company with approximately 51% equity ownership on a fully diluted basis assuming an investment price of $20.00 per share. The existing Clearwire shareholders will own approximately 27% and the new strategic investors, as a group, will be acquiring approximately 22% for their investment of $3.2 billion, on a fully diluted basis assuming an investment price of $20.00 per share.

Sprint and Clearwire also announced a series of commercial agreements with the strategic investors, including 3G and 4G wholesale agreements.

The new Clearwire expects to offer mobile wireless Internet services on a broad array of new devices that will be made possible by integrated WiMAX chipsets, scalable operating expenses and a commitment to an open architecture.

Mobile WiMAX is a standards-based wireless broadband technology designed to operate multiple times faster than today's 3G wireless networks. With embedded WiMAX chipsets in laptops, phones, PDAs, mobile Internet devices and consumer electronic equipment, mobile WiMAX technology is expected to allow users to wirelessly access a range of multimedia applications, such as live videoconferencing, recorded video, games, large data files and more - anywhere in the network coverage area.

The transaction has been approved by all of the parties' boards of directors, and is expected to be completed during the fourth quarter of 2008. The transaction is subject to various closing conditions.