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To the Stockholders of Clearwire Corporation

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To the Stockholders of Clearwire Corporation To the Stockholders of Clearwire Corporation: We cordially invite you to attend a special meeting of stockholders of Clearwire Corporation, which we refer to as Clearwire, which will be held at the Woodmark Hotel, 1200 Carillon Point, Kirkland, Washington 98033, on Thursday, November 20, 2008, at 9:00 a.m., Pacific Standard Time. At the special meeting, we will ask you to consider and vote on, among other matters, a proposal to approve and adopt the Transaction Agreement and Plan of Merger, which we refer to as the Transaction Agreement, dated as of May 7, 2008, by and among Clearwire, Sprint Nextel Corporation, which we refer to as Sprint, Comcast Corporation, which we refer to as Comcast, Time Warner Cable Inc., which we refer to as Time Warner Cable, Bright House Networks, LLC, which we refer to as Bright House Networks, Google Inc., which we refer to as Google, and Intel Corporation, which we refer to as Intel, including the issuance of common stock of New Clearwire Corporation, which we refer to as New Clearwire, contemplated therein. In the proxy statement/prospectus accompanying this notice, we refer to Comcast, Time Warner Cable, Bright House Networks and Google collectively as the Strategic Investors, to the Strategic Investors together with Intel as the Investors, and to the transactions contemplated by the Transaction Agreement as the Transactions. Pursuant to the Transaction Agreement, Clearwire and Sprint will combine their respective Worldwide Inter-Operability for Microwave Access, which we refer to as WiMAX, businesses in conjunction with the Investors’ contribution of an aggregate of $3.2 billion in capital to the new company. We are proposing the Transactions because we believe they will enable us to realize our vision for, and will expedite the deployment of, the first nationwide next generation Internet Protocol, which we refer to as IP, based mobile broadband network, providing a true mobile broadband experience for consumers, businesses, public safety organizations and educational institutions. The board of directors of Clearwire believes the Transactions are strategically and financially beneficial to Clearwire and will create a stronger company with the potential to create significant value for stockholders. At the special meeting, we will also ask you to consider and vote on, among other matters, a proposal to adopt the restated certificate of incorporation of New Clearwire, a new wholly-owned subsidiary formed by Clearwire, and a proposal to approve and adopt the New Clearwire Corporation 2008 Stock Compensation Plan, which we refer to as the New Clearwire Stock Plan, each of which is contemplated as part of the Transactions. For a discussion of the risks relating to the Transactions, see the section titled “Risk Factors” beginning on page 30 of this proxy statement/prospectus. If the Transactions are completed, New Clearwire, the registrant of the registration statement of which this proxy statement/ prospectus forms a part, expects to issue up to 166,326,321 shares of its Class A common stock, par value $0.0001 per share, which we refer to as the New Clearwire Class A Common Stock, to holders of Clearwire Class A common stock, par value $0.0001 per share, which we refer to as the Clearwire Class A Common Stock, on the closing of the Transactions. Such Clearwire stockholders will be entitled to receive one share of New Clearwire Class A Common Stock in exchange for each share of Clearwire Class A Common Stock they hold as of the closing. On October 16, 2008, the last reported sales price of Clearwire Class A Common Stock, which trades on the NASDAQ Stock Market, which we refer to as NASDAQ, under the symbol “CLWR,” was $7.50 per share. We expect that shares of New Clearwire Class A Common Stock will trade on NASDAQ under the symbol “CLWR” after completion of the Transactions. Clearwire’s board of directors has approved the Transaction Agreement, including the issuance of shares of New Clearwire Class A Common Stock and New Clearwire Class B common stock, par value $0.0001 per share, which we refer to as New Clearwire Class B Common Stock, and which we refer to together with New Clearwire Class A Common Stock as New Clearwire Common Stock, the restated certificate of incorporation of New Clearwire and the New Clearwire Stock Plan, and recommends that you vote “FOR” the proposal to approve and adopt the Transaction Agreement, including the issuance of New Clearwire Common Stock, that you vote “FOR” the proposal to adopt the restated certificate of incorporation of New Clearwire and that you vote “FOR” the proposal to approve and adopt the New Clearwire Stock Plan, all of which are described in detail in the accompanying proxy statement/prospectus. Your vote is important regardless of the number of shares you own. We would like all Clearwire stockholders to attend the special meeting in person. However, to ensure your representation at the special meeting, you are urged to complete, date, sign and return the enclosed proxy card as promptly as possible in the enclosed postage prepaid envelope or submit your voting instructions by Internet or by telephone if those options are available to you. Thank you for your continued support and we look forward to seeing you on November 20, 2008. Sincerely, Benjamin G. Wolff Chief Executive Officer Clearwire Corporation Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the transactions described in this proxy statement/prospectus or the New Clearwire Common Stock to be issued pursuant to the Transaction Agreement or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. This proxy statement/prospectus is dated October 16, 2008, and is expected to first be mailed to the stockholders of Clearwire on or about October 21, 2008. Clearwire Corporation 4400 Carillon Point Kirkland, Washington 98033 PROXY STATEMENT/PROSPECTUS MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT NOTICE OF SPECIAL MEETING IS ENCLOSED NOTICE IS HEREBY GIVEN that Clearwire Corporation, which we refer to as Clearwire, will hold a special meeting of its stockholders at the Woodmark Hotel, 1200 Carillon Point, Kirkland, Washington 98033 on Thursday, November 20, 2008, at 9:00 a.m., Pacific Standard Time. The purpose of this special meeting is: 1. To consider and vote on a proposal to approve and adopt the Transaction Agreement and Plan of Merger, which we refer to as the Transaction Agreement, dated as of May 7, 2008, by and among Clearwire, Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation, a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, and the Transactions, including the issuance of the common stock of a direct, wholly-owned subsidiary of Clearwire, which we refer to as New Clearwire, which will become the indirect parent of Clearwire under the Transaction Agreement. 2. To consider and vote on a proposal to adopt the restated certificate of incorporation of New Clearwire (which would be filed immediately before, and would be conditioned on the completion of, the merger contemplated by the Transaction Agreement), a copy of which is attached as Annex B to the proxy statement/prospectus accompanying this notice. 3. To consider and vote on a proposal to approve and adopt the New Clearwire Stock Plan, a copy of which is attached as Annex H to the proxy statement/prospectus accompanying this notice. 4. To approve the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the proposals above. 5. To transact any other matters as may properly come before the special meeting and any adjournment or postponement of the special meeting. The record date for stockholders entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting is October 15, 2008. If you wish to vote your shares of Clearwire common stock at the special meeting, the inspector of elections will be available to record your vote at the special meeting site beginning at 9:00 a.m., Pacific Standard Time, on the date of the special meeting. Clearwire’s board of directors recommends that you vote “FOR” the proposal to approve and adopt the Transaction Agreement, including the issuance of shares of New Clearwire Common Stock, “FOR” the proposal to adopt the restated certificate of incorporation of New Clearwire (which would be filed immediately before, and would be conditioned on the completion of, the merger contemplated by the Transaction Agreement), “FOR” the proposal to approve and adopt the New Clearwire Stock Plan and “FOR” the adjournment proposal (if necessary), each of which is described in detail in the accompanying proxy statement/prospectus. Your attention is directed to the accompanying proxy statement/prospectus, which you should read carefully, for a discussion of the Transaction Agreement and the transactions contemplated thereby. Your vote is important. You are cordially invited to attend the special meeting, but whether or not you expect to attend in person, you are urged to complete, date and sign the enclosed proxy card and return it in the enclosed postage prepaid envelope or follow the alternative proxy submission procedures described on the proxy card and in the accompanying proxy statement/prospectus so that your shares can be voted. If you attend, you may withdraw your proxy and vote in person. By Order of the Board of Directors, Broady Hodder Corporate Secretary Kirkland, Washington October 16, 2008 SOURCES OF ADDITIONAL INFORMATION The registration statement of which this proxy statement/prospectus forms a part, along with the exhibits filed herewith, contains important business and financial information about Clearwire that is not included in or delivered with this proxy statement/prospectus.
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