Clearwire Corp – ‘S-1/A’ on 1/8/07 – EX-10.12

On:  Monday, 1/8/07, at 5:30pm ET   ·   Accession #:  891020-7-3   ·   File #:  333-139468

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Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment to Form S-1                               HTML    115K 
 2: EX-4.6      Investor Rights Agreement                             14     77K 
 3: EX-9.1      Voting Agreement                                      10     44K 
 4: EX-10.10    Agreement                                              9     47K 
 5: EX-10.11    Amendment to Agreement                                31    128K 
 6: EX-10.12    Agreement and Undertaking                              2     14K 
 7: EX-10.25    Form of Subscription Agreement                        45    169K 
 8: EX-10.26    Market Operation, Spectrum Lease and Sublicense      190    679K 
                          Agreement                                              
 9: EX-10.29    Subscription Agreement                                21     97K 
10: EX-10.30    Master Supply Agreement                              105    316K 
11: EX-10.31    Side Agreement                                        17     77K 
12: EX-10.39    Vendor Agreement                                      12±    50K 
13: EX-10.40    Subscription Service Addendum to Vendor Agreement     39    100K 
14: EX-10.41    Co-Marketing Agreement                                22     86K 
15: EX-10.42    Purchase and Sale Agreement                           48    166K 
16: EX-10.45    Bundled Wireless Broadband Services Agreement         32     83K 
17: EX-10.46    Subscription Agreement                                29    113K 
18: EX-10.47    Side Agreement                                         3     21K 
19: EX-10.48    Amended and Restated Limited Liability Company        58    207K 
                          Agreement                                              
20: EX-10.51    Common Stock Purchase Agreement                       51    217K 
21: EX-10.52    Mobile Wimax Network Collaboration Agreement          36    112K 
22: EX-10.53    Stock Purchase Agreement                              81    340K 
23: EX-10.55    Wireless Broadband System Services Agreement          20     48K 
24: EX-10.56    Wireless Broadband System Infrastructure Agreement   146    358K 
25: EX-10.57    Wireless Broadband Cpe Supply Agreement               40     94K 
26: EX-10.58    Side Letter Agreement                                  9     51K 
27: EX-10.59    Master Royalty and Use Agreement                     196    648K 
28: EX-10.60    Master Royalty and Use Agreement                     103    325K 
29: EX-10.61    Membership Interest Purchase Agreement                51    181K 
30: EX-10.62    Purchase Agreement                                    64    201K 
31: EX-10.63    Educational Broadband Service Long Term De Facto      84    276K 
                          Transfer Lease Agreement                               
32: EX-21.1     List of Subsidiaries                                   2±    13K 

EX-10.12   —   Agreement and Undertaking

EX-10.12
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                                                                   EXHIBIT 10.12

 FLUX U.S. CORPORATION
 AGREEMENT AND UNDERTAKING

     Agreement and Undertaking (the "Undertaking") is made as of this 13th day
of November, 2003, by Flux U.S. Corporation, a Delaware corporation (the        
"Company"), in favor of Craig O. McCaw ("Individual").                          

RECITALS

   A. Individual is a party to that certain Agreement dated as of March 5,
2003, as subsequently amended (the "March Agreement"), by and among Nextel      
Communications, Inc., a Delaware corporation ("Nextel"), Digital Radio, L.L.C., 
a Washington limited liability company ("Investor"), and Individual, pursuant to
which any Controlled Affiliate (as defined in the March Agreement) of Individual
must offer certain rights to Nextel.                                            

 B. Upon consummation of the transactions contemplated in that certain
Subscription Agreement, of even date herewith, by and between the Company and   
Flux Fixed Wireless, LLC, a Washington limited liability company ("FFW"), the   
Company will become a Controlled Affiliate of Individual for the purposes of the
March Agreement.                                                                

  C. As a condition to FFW entering into the Subscription Agreement, the
Company has agreed to enter into this Undertaking.                              

    NOW, THEREFORE, in consideration of the FFW entering into and performing
its obligations under the Subscription Agreement, the Company hereby agrees and 
undertakes as follows:                                                          

   1. COMPLIANCE WITH MARCH AGREEMENT. The Company acknowledges and agrees
that it shall be subject to the terms and conditions of the March Agreement as a
Controlled Affiliate of Individual. Until this Undertaking is terminated in     
accordance with Section 2 below, the Company shall take any and all actions     
necessary to permit Individual to comply with the terms of the March Agreement, 
including, without limitation, giving Nextel rights (a) until August 13, 2004 to
acquire any channels of owned or leased MMDS Spectrum (as defined in the March  
Agreement) in excess of 6 channels owned or leased in a BTA (as defined in the  
March Agreement); (2) to swap certain channels of owned or leased MMDS Spectrum;
and (3) a right of first refusal on a sale of owned or leased MMDS Spectrum to a
third party.                                                                    

     2. TERMINATION. This Undertaking shall terminate on the first to occur of
(i) the Company failing to qualify as a Controlled Affiliate under the terms of 
the March Agreement or (ii) the termination of the March Agreement.             

3. GOVERNING LAW. This Undertaking shall be enforced, governed and  
construed in all respects in accordance with the laws of the State of           
Washington. This Undertaking and the                                            

1 

EX-10.12
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rights, powers and duties set forth herein shall be binding upon the Company,   
the Company's successors and assigns and shall inure to the benefit of the      
Company, its successors and assigns.                                            

    IN WITNESS WHEREOF, the Company has executed this Undertaking, intending
to be bound hereby, as of the date first set forth above.                       

              THE COMPANY:

                       FLUX U.S. CORPORATION

                                  Signature: /s/ R. Gerard Salemme
                                                  ____________________________
                              Name:      R. Gerard Salemme
                           Title:     Vice President

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/8/07							None on these Dates
		8/13/04		1
		3/5/03		1
									List all Filings