Exhibit 48

EXECUTION VERSION

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MASTER FRAMEWORK AGREEMENT

By and among

SOFTBANK GROUP CORP.,

SOFTBANK GROUP CAPITAL LTD,

DELAWARE PROJECT 4 L.L.C.,

DELAWARE PROJECT 6 L.L.C.,

CLAURE MOBILE LLC,

DEUTSCHE TELEKOM AG,

T-MOBILE US, INC.

and

T-MOBILE AGENT LLC

Dated as of June 22, 2020

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TABLE OF CONTENTS

EXHIBITS

Exhibit A – Share Repurchase Agreement between the Company and SBGC

Exhibit B – Underwriting Agreement between the Company and the underwriters party thereto including Form of Lockup attached thereto

Exhibit C – Exchangeable Issuer Purchase Agreement between the Company and the Mandatory Exchangeable Issuer

Exhibit D – Mandatory Exchangeable Placement Purchase Agreement among the Mandatory Exchangeable Issuer, the Company, SBGC and the initial purchasers party thereto, including Form of Lockup Agreement attached thereto

Exhibit E – Assignment of Contingent Value Right Note by the Company to SBGC

Exhibit F – SB-Newco Call Option Agreement from SBGC to Newco

Exhibit G – Newco-DT Call Option Agreement from Newco to DT

Exhibit H – SB-DT Call Option Agreement from SBGC to DT

Exhibit I – Executive Purchase Agreement among the Company, the Executive Purchaser and Raul Marcelo Claure

Exhibit J - Security Agreement from Project 6 LLC in favor of Newco

Exhibit K – Security Agreement from Newco in favor of DT

Exhibit L – Security Agreement from Project 6 LLC in favor of DT

Exhibit M – Proxy Agreement Consent between DT and SoftBank

Exhibit N – Second Amended and Restated Stockholders’ Agreement among the Company, SoftBank and DT

Exhibit O – Proxy, Lock-Up and ROFR Agreement among DT, the Executive Purchaser and Raul Marcelo Claure

Exhibit P – Proxy Agreement Joinder by Project 6 LLC

Exhibit Q – Call Option Support Agreement among DT, Newco, SoftBank, SBGC and Project 6 LLC

Exhibit R – Assignment Agreement between SBGC and Project 4 LLC

Exhibit S – Transfer and Assignment Agreement between SBGC and Project 6 LLC

Exhibit T – Tax Representation Letter

MASTER FRAMEWORK AGREEMENT

This Master Framework Agreement, dated as of June 22, 2020 (this “Framework Agreement”), is made by and among SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”), SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales and wholly owned subsidiary of SoftBank (“SBGC”), Delaware Project 4 L.L.C., a limited liability company organized in the state of Delaware and a wholly owned subsidiary of SoftBank (“Project 4 LLC”), Delaware Project 6 L.L.C., a limited liability company organized in the state of Delaware and a wholly owned subsidiary of SoftBank (“Project 6 LLC” and, together with SoftBank, SBGC and Project 4 LLC, the “SoftBank Parties”), Claure Mobile LLC, a limited liability company organized in the state of Delaware (the “Executive Purchaser”), Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the Laws of the Federal Republic of Germany (“DT”), T-Mobile US, Inc., a Delaware corporation (the “Company”), and T-Mobile Agent LLC, a limited liability company organized in the state of Delaware and an indirect wholly owned subsidiary of the Company (“Newco”, and together with the Company, the “Company Parties”, and the Company Parties, together with the SoftBank Parties, the Executive Purchaser and DT, the “Parties”).

WHEREAS, DT and the SoftBank Parties wish to carry out the Transactions (as defined herein) on the terms and subject to the conditions set forth in the applicable Transaction Documents (as defined herein), and the Company has agreed to facilitate the Transactions on the terms and subject to the conditions contained herein and in the other Transaction Documents;

WHEREAS, as of the date hereof, SoftBank, indirectly through SBGC, beneficially owns 304,606,049 shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”);

WHEREAS, SBGC wishes to sell to the Company, and the Company wishes to purchase from SBGC, the Repurchased Shares (as defined in the Share Repurchase Agreement, by and between the Company and SBGC (the “Repurchase Agreement”), to be entered into simultaneously with this Framework Agreement substantially in the form of Exhibit A) (the “Repurchase Transaction”);

WHEREAS, in connection with the Repurchase Transaction, the Company intends to offer and sell a portion of the Repurchased Shares acquired in the Repurchase Transaction in one or more underwritten registered offerings (the “Company Offering”);

WHEREAS, certain executives of SoftBank, including Ronald Fisher, intend to purchase up to an aggregate of 5,000,000 Repurchased Shares in the Company Offering;

WHEREAS, in connection with the Repurchase Transaction, the Company intends to sell a portion of the Repurchased Shares acquired in the Repurchase Transaction to the 2020 Cash Mandatory Exchangeable Trust (the “Mandatory Exchangeable Issuer”) pursuant to the Exchangeable Issuer Purchase Agreement (as defined below) and the Mandatory Exchangeable Issuer intends to offer and sell securities mandatorily exchangeable for the cash value of shares of

Common Stock (the “Mandatory Exchangeable Securities”) in a private placement (the “Mandatory Exchangeable Placement”), unless SBGC elects not to proceed with the Mandatory Exchangeable Placement;

WHEREAS, in connection with the Repurchase Transaction, the Company intends to distribute to holders of its Common Stock certain rights (the “Rights”) to purchase up to 19,750,000 shares of Common Stock and to deliver Repurchased Shares pursuant to the exercise of the Rights (the “Rights Offering”) , with each Right entitling the holder to purchase 0.05 shares of Common Stock, at a subscription price per whole share of Common Stock equal to the price to the public of the Common Stock sold in the Company Offering (or if there is more than one Company Offering, the first Company Offering to occur);

WHEREAS, in connection with the Repurchase Transaction, the Company intends to enter into an agreement with the Executive Purchaser pursuant to which the Company will sell 5,000,000 Repurchased Shares to the Executive Purchaser (the “Executive Purchase”);

WHEREAS, in connection with the Repurchase Transaction, SBGC intends to issue call options to Newco for shares of the Common Stock owned by SBGC (collectively, the “SB-Newco Call Option”) and to issue call options to DT for shares of the Common Stock owned by SBGC (the “SB-DT Call Option”, and together with the SB-Newco Call Option, the “SB Call Options”);

WHEREAS, in connection with entry into the SB-Newco Call Option, Newco intends to issue call options to DT with respect to shares of the Common Stock (the “Newco-DT Call Option” and together with the SB-Newco Call Option, the “Matched Call Options”, and together with the SB Call Options, the “Call Options”);

WHEREAS, following the Repurchase Transaction, SBGC intends to transfer its remaining shares of Common Stock and assign its rights and obligations under the SB-Newco Call Option and the SB-DT Call Option to Project 6 LLC (the “Project 6 LLC Transfer”);

WHEREAS, following the Repurchase Transaction, Project 6 LLC intends to enter into a margin loan agreement (the “Margin Loan Agreement”) with the lenders party thereto (the “Margin Lenders”), to effect a margin loan to Project 6 LLC secured by a pledge of, among other assets, the Common Stock (the “Margin Loan”) underlying the SB Call Options;

WHEREAS, in connection with any sale of a portion of the Repurchased Shares to the Mandatory Exchangeable Issuer, the Company expects to receive cash and a Contingent Value Right Note to be issued by the Mandatory Exchangeable Issuer to the Company (the “Contingent Value Right Note”), which the Company will transfer to SBGC pursuant to the Share Repurchase Agreement;

WHEREAS, following the Repurchase Transaction, SBGC intends to transfer the Contingent Value Right Note to Project 4 LLC;

WHEREAS, the Company Offering, the Repurchase Transaction, the Mandatory Exchangeable Placement, the Rights Offering, the Executive Purchase, the Call Options and the Margin Loan, and any transactions, actions taken, approvals given, or rights exercised incident thereto (including, without limitation, the execution and delivery of the agreements contemplated by Section 1.2 of this Framework Agreement or otherwise in connection with the transactions contemplated by this Framework Agreement), are referred to herein collectively as the “Transactions”;

WHEREAS, the Parties intend that the Transactions will have the benefit of the exemption in SEC Rule 16b-3;

WHEREAS, with respect to each of the Transactions (excluding, for the avoidance of doubt, the Company’s receipt of a $300,000,000 payment from SoftBank in consideration for the Company’s participation in the Transactions (such payment, the “Company Transaction Fee”)), the intention of the Parties is that (i) the Company and Newco shall act solely as an accommodation party to facilitate the economic arrangements among the other parties to each Transaction and not as a principal with respect to any Transaction, (ii) none of the Company, Newco or any of the Company’s other subsidiaries shall bear any economic exposure or any benefits or burdens of ownership associated with any of the Transactions, and (iii) for U.S. federal income tax purposes, the Company’s and Newco’s participation in each Transaction shall be disregarded and each Transaction shall be characterized as being effected directly between the other parties thereto;

WHEREAS, in order to give effect to the Transactions, the Parties propose to enter into certain Transaction Documents (as defined herein) in the forms appended to or referred to in this Framework Agreement;

WHEREAS, the Parties intend to carry out each of the Transactions on the terms and subject to the conditions set forth in the applicable Transaction Document; and

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1
THE TRANSACTION DOCUMENTS

1.1          Primacy of Transaction Documents. Except as provided in Article 4 of this Framework Agreement, which shall govern with respect to the matters addressed therein, this Framework Agreement summarizes certain actions to be taken in connection with the entering into of the Transaction Documents and consummation of the Transactions, but this Framework Agreement does not supersede or replace or affect the interpretation of any Transaction Document or any part of any Transaction Document. To the extent that any of the subject matter of any Transaction Document is also dealt with in this Framework Agreement (whether or not

inconsistently), such Transaction Document shall take precedence over this Framework Agreement. Notwithstanding the foregoing, nothing in this Section 1.1 shall restrict any Party’s indemnification obligations under Article 6 or the rights set forth in Section 7.1. Notwithstanding anything herein or in any other Transaction Document to the contrary, the rights and remedies of the DT Indemnified Parties, the SoftBank Indemnified Parties and the Company Indemnified Parties in Article 6 and in Section 7.1 shall control notwithstanding any different or conflicting provision of any other Transaction Document.

1.2          Agreed Forms of Transaction Documents. The Parties acknowledge that the following documents (together with the other documents related to the Transactions as contemplated by Section 1.3, collectively, the “Transaction Documents”; provided, however, that for purposes of Article 6 of this Framework Agreement, “Transaction Documents” shall not include the Second Amended and Restated Stockholders’ Agreement with respect to any claim arising thereunder to the extent unrelated to the Transactions) are substantially in an agreed form as appended to this Framework Agreement and listed on the Exhibit list to this Framework Agreement, subject only to amendments or modifications that are consistent with the terms of this Framework Agreement and which do not materially and adversely affect the interests of the parties thereto:

(a)          the Share Repurchase Agreement, to be entered into simultaneously with this Framework Agreement;

(b)          an Underwriting Agreement, to be entered into by and among the Company and each of the underwriters party thereto, with respect to the Company Offering (the “Underwriting Agreement”);

(c)          Lock-up Agreements, to be entered into by SBGC, the Company, DT, R. Marcelo Claure and Ronald Fisher (the “Lock-Ups”);

(d)         a purchase agreement, to be entered into by and between the Company and the Mandatory Exchangeable Issuer, with respect to the purchase by the Mandatory Exchangeable Issuer of shares of Common Stock (the “Exchangeable Issuer Purchase Agreement”);

(e)          a purchase agreement to be entered into by and among the Company, the Mandatory Exchangeable Issuer, SBGC and the several initial purchasers party thereto with respect to the Mandatory Exchangeable Placement (the “Mandatory Exchangeable Placement Purchase Agreement”);

 

(f)           a Contingent Value Right Note and an instrument of transfer of the Contingent Value Right Note by the Company to SBGC (the “CVR Note Transfer”);

(g)          an agreement, between SBGC and Newco, with respect to the SB-Newco Call Option (the “SB-Newco Call Option Agreement”);

(h)          an agreement, between SBGC and DT, with respect to the SB-DT Call Option (the “SB-DT Call Option Agreement”);

(i)          an agreement, between Newco and DT, with respect to the Newco-DT Call Option (the “Newco-DT Call Option Agreement” and, together with the SB-Newco Call Option Agreement and the SB-DT Call Option Agreement, the “Call Option Agreements”);

(j)           a call option support agreement, by and among DT, Newco, the Company, SoftBank, SBGC and Project 6 LLC, with respect to the Call Option Agreements (the “Call Option Support Agreement”);

(k)          an instrument of transfer of the Call Option Agreements, the Call Option Support Agreement and certain shares of Common Stock by SBGC to Project 6 LLC (the “Transfer and Assignment Agreement”) to effect the Project 6 LLC Transfer;

(l)          an agreement (the “Executive Purchase Agreement”) between the Company and the Executive Purchaser to effect the Executive Purchase and a proxy, lock-up and ROFR agreement (the “MC Proxy Agreement”) between the Executive Purchaser and DT, each entered into concurrently herewith;

(m)          a security agreement from Project 6 LLC in favor of Newco, a security agreement from Newco in favor of DT and a security agreement from Project 6 LLC in favor of DT (together, the “Security Agreements”);

 (n)        a consent (the “Proxy Agreement Consent”) under the Proxy, Lock-Up and ROFR Agreement dated as of April 1, 2020 (the “Proxy Agreement”), delivered to SoftBank by DT and entered into concurrently herewith;

(o)          a joinder to the Proxy Agreement by Project 6 LLC (the “Proxy Agreement Joinder”);

(p)          an amendment to the Amended and Restated Stockholders’ Agreement, dated as of April 1, 2020, among SoftBank, DT and the Company (the “Second Amended and Restated Stockholders’ Agreement”); and

(q)         a duly executed certificate providing that the Company is not and has not for the applicable period been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation Sections 1.1445-2(c)(3)(i) and 1.897-2(h) (the “FIRPTA Certificate”).

1.3          Transaction Documents Not in Final Form. The Parties shall in good faith use their best efforts to agree on the final forms of all documents relating to the Transactions as soon as practical after the date hereof (and in any event prior to the Closing Date (as defined herein), other than the agreements listed under Section 2.5).

1.4          SoftBank Ownership. Reference is hereby made to that certain letter agreement, dated as of February 20, 2020, by and among the Company, DT and SoftBank (the “Letter Agreement”). Notwithstanding anything in the Letter Agreement or any other Transaction Document to the contrary, the Parties hereby acknowledge and agree that none of the Transactions or any other transaction contemplated by this Framework Agreement or any other Transaction Document (including, without limitation, the Rights Offering) shall constitute an “Adjustment Event” (as such term is defined in Section 1.3 of the Letter Agreement) for purposes of the Letter Agreement and the rights and obligations of the applicable parties thereunder.

ARTICLE 2
EXECUTION OF THE TRANSACTION DOCUMENTS

2.1          Signing Date. On the date hereof, the respective parties to each of the Transaction Documents listed below shall simultaneously duly execute and deliver:

(a)          this Framework Agreement;

(b)          the Second Amended and Restated Stockholders’ Agreement;

(c)          the Share Repurchase Agreement;

(d)          the Executive Purchase Agreement;

(e)          the Proxy Agreement Consent;

(f)           the MC Proxy Agreement;

(g)           the Call Option Agreements; and

(h)          the Call Option Support Agreement.

2.2          Launch Date. On the launch date of the Company Offering (the “Launch Date”), the respective parties to each of the Lock-Ups shall simultaneously duly execute and deliver the Lock-Ups.

2.3          Pricing Date.

(a)        On the date that the Company and each of the underwriters party thereto enter into the Underwriting Agreement (the “Pricing Date”), subject to Section 2.3(c), the respective parties to each of the Transaction Documents listed below shall simultaneously duly execute and deliver:

(i)           the Exchangeable Issuer Purchase Agreement; and

(ii)          the Mandatory Exchangeable Placement Purchase Agreement.

(b)          SBGC shall have the right to determine the left lead arranger in connection with any Company Offering, subject to the approval of the Company (unless such lead left arranger is Goldman Sachs & Co. LLC).

(c)          SBGC may, in its sole discretion, elect not to proceed with the Mandatory Exchangeable Placement or enter into the Mandatory Exchangeable Placement Purchase Agreement.

2.4          Closing Date. On the initial closing date of the Company Offering (the “Closing Date”), the respective parties to each of the Transaction Documents listed below shall simultaneously duly execute and deliver:

(a)          the CVR Note Transfer;

(b)          the Transfer and Assignment Agreement;

(c)          the Security Agreements;

(d)          the Proxy Agreement Joinder; and

(e)          the FIRPTA Certificate.

The Parties acknowledge that SoftBank expects to transfer any shares of Common Stock then held by it that were not transferred as “Initial Shares” under the Share Repurchase Agreement to Project 6 LLC immediately following the closing of the Company Offering pursuant to the Transfer and Assignment Agreement; provided, however, that SoftBank agrees that to the extent it does not effect such transfer, on the Closing Date, SoftBank (in lieu of Project 6 LLC) will execute and deliver the relevant Security Agreements to Newco and DT, as applicable.

2.5          Post-Closing Date. On such date following the Closing Date as the respective parties to each of the Transaction Documents listed below shall agree, such parties shall simultaneously duly execute and deliver:

(a)          the Margin Loan Agreement, which shall be subject to the terms of the Proxy Agreement Consent (including Schedule B thereof), and any related security documentation (or such other terms as DT may agree to in writing in advance);

(b)          a guarantee by SoftBank of the first margin call amount and the amount of all scheduled interest payments under such margin loan; and

(c)          an Intercreditor Agreement to be entered into by and among the Margin Lenders, DT, Newco and Project 6 LLC, pursuant to which (i) DT and Newco will agree to

subordinate any security interest they may have in respect of the Common Stock underlying the Call Options to the security interest of the Margin Lenders and adopt a “silent second” position and (ii) the Margin Lenders will acknowledge and agree to be bound by the applicable terms and conditions of Schedule B to the Proxy Agreement Consent (or such other terms as DT may agree to in writing in advance).

2.6        Subsequent Sale Right. At any time following the Closing Date and continuing until October 2, 2020, SBGC and, following the Project 6 LLC Transfer, Project 6 LLC, may, in its sole discretion, elect to commence a Subsequent Share Sale under the Repurchase Transaction, pursuant to which SBGC or Project 6 LLC, as the case may be, shall have the right to cause the Company to promptly undertake and consummate a Subsequent Share Sale under the Share Repurchase Agreement, for up to an aggregate of (i) 193,314,426 shares of Common Stock less (ii) all Initial Shares (as defined in the Share Repurchase Agreement) less (iii) the shares of Common Stock delivered to the Company in satisfaction of the Rights Offering (as defined in the Share Repurchase Agreement) (the “Subsequent Sale Right”). SBGC or Project 6 LLC shall exercise the Subsequent Sale Right by delivery of written notice to the Company. Upon exercise of any Subsequent Sale Right, (A) the Company shall be obligated to use commercially reasonable efforts to effect such Subsequent Share Sale as promptly as practicable in accordance with instructions from SBGC or Project 6 LLC, as the case may be, including, without limitation, undertaking underwritten offerings similar to those contemplated by the Underwriting Agreement, to the extent requested by SBGC or Project 6 LLC, as the case may be, or any further actions required under the Transaction Documents (it being acknowledged that commercially reasonable efforts shall not require the Company to effect a Subsequent Share Sale where such actions would require disclosure of material non-public information which, if disclosed at such time, would not be in the best interests of the Company and its stockholders as determined by the Company in good faith) and (B) DT shall, in connection with any such Subsequent Share Sale, deliver a lockup agreement to the applicable underwriters on the same or substantially similar terms as the Form of Lockup Agreement attached to the Underwriting Agreement.

2.7          Piggyback Waiver. DT and the SoftBank Parties agree to waive any right to prompt written notice of the filing of a registration statement and to have any Registrable Securities registered as “Piggy-Back Securities” pursuant to Section 5.4 of (i) the Amended and Restated Stockholders’ Agreement, dated as of April 1, 2020, among SoftBank, DT and the Company and (ii) the Second Amended and Restated Stockholders’ Agreement as a result of any registration statement filed by the Company, or offering thereunder, in connection with the Transactions or any Subsequent Sales.

2.8         No Resignation. Notwithstanding Sections 3.1(e)(i) and 3.1(f) of the Second Amended and Restated Stockholders’ Agreement, SoftBank shall not be required to cause R. Marcelo Claure and Stephen R. Kappes to resign as members of the Board of Directors (“Directors”) as a result of the reduction in the SoftBank Stockholder’s Voting Percentage (as defined in the Second Amended and Restated Stockholders’ Agreement) due to any sales of

Common Stock pursuant to the Share Repurchase Agreement. Concurrently with the execution of this Framework Agreement, SoftBank shall cause Ronald D. Fisher to resign as a Director.

ARTICLE 3
CONDITIONS TO THE TRANSACTIONS

3.1          Company Offering. The Parties agree that the Company will enter into the Underwriting Agreement only upon prior written approval from SBGC, and the Parties acknowledge and agree that SBGC is under no obligation to provide such approval and may determine not to do so for any reason or no reason in its sole discretion.

3.2          Representations and Warranties. The obligations of each of the Parties under Section 2.3 and Section 2.4 are subject to the condition that each representation and warranty made by each of the other Parties in Article 5 below shall be true and correct on and as of the Pricing Date and the Closing Date, respectively, as though made as of the Pricing Date and the Closing Date, respectively; provided, however, that, notwithstanding anything else contained in this Framework Agreement, following the Initial Closing Date (as defined in the Share Repurchase Agreement), damages and indemnification pursuant to Article 6 shall be the sole and exclusive remedy for any breach of any representation and warranty in Article 5.

3.3          Conditions of the Transaction Documents. The obligations of each of the Parties under the Transaction Documents are subject to such further conditions as are contained in the applicable Transaction Documents.

3.4         Tax Opinion. On or prior to the date hereof, (i) SoftBank has provided to the Company an opinion obtained by SoftBank (at its sole expense), in form and substance reasonably satisfactory to the Company from a nationally recognized public accounting firm, providing that the completion of the Transactions should not adversely affect the qualification of the SoftBank US Mergers or the Merger (in each case, as defined in the Business Combination Agreement by and among the Company, Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc. and for the limited purposes set forth therein, DT, Deutsche Telekom Holding B.V. and SoftBank, dated as of April 29, 2018 and as amended and restated as of July 26, 2019 and February 20, 2020 (the “BCA”)) as reorganizations within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) SoftBank, DT, and the Company each has provided representations and covenants contained in the certificate, attached as Exhibit T hereto, addressed to the tax advisors of the Parties to enable such advisors to render written opinions or other advice in connection with the Transactions (such certificate, the “Tax Representation Letter”).

ARTICLE 4
U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS

4.1          U.S. Federal Income Tax Treatment of the Transactions. The Parties intend that, for U.S. federal income tax purposes:

(a)          the Repurchase Transaction and the Company Offering shall be treated as a direct sale by SBGC of the applicable portion of the Repurchased Shares to the purchasers of shares of Common Stock from the underwriters in the Company Offering;

(b)        the Repurchase Transaction and the Company’s sale of Common Stock to the Mandatory Exchangeable Issuer shall be treated as a direct sale by SBGC of the applicable portion of the Repurchased Shares to the Mandatory Exchangeable Issuer;

(c)          (i) the Rights Offering shall be treated as the issuance, by SBGC to the recipients of Rights, of a Right to acquire Common Stock directly from SBGC, and (ii) the Repurchase Transaction and any exercise of Rights shall be treated as a direct sale by SBGC of the applicable portion of the Repurchased Shares to purchasers of Common Stock pursuant to the exercise of Rights;

(d)          the Repurchase Transaction and the Executive Purchase shall be treated as a direct sale by SBGC of the applicable portion of the Repurchased Shares to the Executive Purchaser;

(e)          the SB-Newco Call Option and the Newco-DT Call Option shall be treated as a single call option that SBGC issued to DT with respect to the shares of Common Stock covered thereby that, together with the SB-DT Call Option, is granted as consideration for DT’s delivery of the Proxy Agreement Consent;

(f)         the Repurchase Transaction and the Subsequent Share Sale shall be treated as a direct sale by SBGC of the applicable portion of the Repurchased Shares to the purchasers of shares of Common Stock from the underwriters in the Subsequent Share Sale; and

(g)         the Common Stock treated as sold by SBGC (i) pursuant to the Company Offering, (ii) to the Mandatory Exchangeable Issuer, (iii) pursuant to the Rights Offering, (iv) to the Executive Purchaser, (v) pursuant to the exercise of any SB-Newco Call Option or SB-DT Call Option, and (vi) pursuant to the Subsequent Share Sale, as described in clauses (a) through (f) of this Section 4.1, shall, in each case, be a pro rata portion of the shares of Common Stock received in respect of each of Starburst I, Inc. and Galaxy Investment Holdings, Inc. in the SoftBank US Mergers;

(the treatment described in clauses (a) through (g) of this Section 4.1, the “Transaction Tax Treatment”).  The Parties shall not take, and shall cause their affiliates not to take, any position inconsistent with the Transaction Tax Treatment for U.S. federal income tax filing or reporting

purposes, unless otherwise required by a Final Determination. For purposes of this Section 4.1, a “Final Determination” shall mean a “determination” as defined in Section 1313(a) of the Code, execution of an IRS Form 870-AD or any final determination of liability in respect of a tax that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise.

4.2         Withholding. Each of DT, the Company and its subsidiaries, and their respective affiliates shall be entitled to deduct and withhold from amounts otherwise payable to SoftBank and its affiliates pursuant to the Transaction Documents such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable tax law. SoftBank and its respective affiliates shall be entitled to deduct and withhold from amounts otherwise payable to DT, the Company or their subsidiaries, and their respective affiliates pursuant to the Transaction Documents such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable tax law; provided that if any amounts are required to be deducted or withheld from any amounts payable to DT, the Company or their subsidiaries, then the amount of the payment shall be increased as necessary so that, after any such deduction or withholding, (including any deduction or withholding applicable to additional amounts payable under this provision), the recipient receives an amount equal to the amount they would have received had no such deduction or withholding been required. Except to the extent otherwise provided in the Transaction Documents (and subject to the proviso in the preceding sentence), to the extent amounts are so withheld and paid over to or deposited with the relevant taxing authority, such deducted and withheld amounts shall be treated for all purposes of the Transaction Documents as having been paid to the person in respect of which such deduction and withholding was made. The Parties shall, and shall cause their representatives and affiliates to, reasonably cooperate to reduce or eliminate any amount required to be deducted and withheld pursuant to this Section 4.2.

4.3          FIRPTA. From time to time, and provided that the underlying certification is accurate under the then existing circumstances, upon the written request of SBGC, the Company shall deliver or cause to be delivered to SBGC or its designee a certificate substantially in the form of the FIRPTA Certificate

4.4          Tax Reporting of Rights.  The Company will arrange, to the extent required by applicable law, for applicable tax reporting reflecting the Company’s determination of the fair market value of the Rights issued pursuant to the Rights Offering to be provided.  SoftBank shall, and shall cause its affiliates, to cooperate with the Company to provide such applicable tax reporting.  SoftBank acknowledges that SoftBank will be shown as the payor with respect to such tax reporting.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

5.1          Representations and Warranties of the SoftBank Parties. The SoftBank Parties hereby make the following representations and warranties to the Company and DT:

(a)          Existence. SoftBank is a kabushiki kaisha organized and existing under the laws of Japan. SBGC is a private limited company incorporated and existing under the laws of England and Wales. Each of Project 6 LLC and Project 4 LLC is a limited liability company organized and existing under the laws of the State of Delaware.

(b)          Power and Authority. Each of the SoftBank Parties has the full right, power and authority to execute and deliver this Framework Agreement and the other Transaction Documents to which such SoftBank Party is a party and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by each such party of this Framework Agreement and the other Transaction Documents and the consummation of the transactions contemplated by hereby and thereby has been duly and validly taken.

(c)         Authorization. This Framework Agreement has been duly authorized, executed and delivered by or on behalf of each of the SoftBank Parties and constitutes a valid and binding agreement of each of the SoftBank Parties enforceable in accordance with its terms, except to the extent enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.

(d)          No Conflicts. The execution, delivery and performance by each of the SoftBank Parties of this Framework Agreement and the other Transaction Documents to which such SoftBank Party is a party will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such SoftBank Party is a party or by which such SoftBank Party is bound, (b) result in any violation of the provisions of the organizational documents of such SoftBank Party or (c) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (a) and (c) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be likely to impair in any material respect the ability of such SoftBank Party to perform its obligations under this Framework Agreement or the other Transaction Documents to which such SoftBank Party is a party.

5.2          Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the SoftBank Parties and DT:

(a)          Existence. The Company Parties have been duly organized and are validly existing and in good standing under the laws of the State of Delaware.

(b)          Power and Authority. Each of the Company Parties has the full right, power and authority to execute and deliver this Framework Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Framework Agreement and the other Transaction Documents and the consummation of the transaction contemplated hereby and thereby has been duly and validly taken.

(c)          Authorization. This Framework Agreement has been duly authorized, executed and delivered by or on behalf of the Company Parties and constitutes a valid and binding agreement of each of the Company Parties enforceable in accordance with its terms, except to the extent enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.

(d)          No Conflicts. The execution, delivery and performance by each of the Company Parties of this Framework Agreement and the other Transaction Documents to which it is a party will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Company Party is a party or by which such Company Party is bound, (b) result in any violation of the provisions of the organizational documents of such Company Party or (c) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (a) and (c) above, for any such conflict, breach violation or default that would not, individually or in the aggregate, reasonably be likely to impair in any material respect the ability of such Company Party to perform its obligations under this Framework Agreement or the other Transaction Documents to which it is a party.

(e)          Company Board Approval. The Board of Directors of the Company has adopted resolutions in advance specifically approving, for purposes of Rule 16b-3 (“Rule 16b-3”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Transactions and any other transactions involving dispositions to, or acquisitions from, the Company of the Common Stock or other “equity securities” or “derivative securities” (each as defined for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder), as may be carried out in connection with the Transactions.

5.3          Representations and Warranties of DT. DT hereby makes the following representations and warranties to the SoftBank Parties and the Company:

(a)          Existence. DT is an Aktiengesellschaft organized and existing under the Laws of the Federal Republic of Germany.

(b)          Power and Authority. DT has the full right, power and authority to execute and deliver this Framework Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder; and all action required to be taken for the

due and proper authorization, execution and delivery by it of this Framework Agreement and the other Transaction Documents and the consummation of the transaction contemplated hereby and thereby has been duly and validly taken.

 (c)        Authorization. This Framework Agreement has been duly authorized, executed and delivered by or on behalf of DT and constitutes a valid and binding agreement of DT enforceable in accordance with its terms, except to the extent enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.

(d)          No Conflicts. The execution, delivery and performance by DT of this Framework Agreement and the other Transaction Documents to which it is a party will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which DT is a party or by which DT is bound, (b) result in any violation of the provisions of the organizational documents of DT or (c) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (a) and (c) above, for any such conflict, breach violation or default that would not, individually or in the aggregate, reasonably be likely to impair in any material respect the ability of DT to perform its obligations under this Framework Agreement or the other Transaction Documents to which it is a party.

ARTICLE 6
INDEMNIFICATION

6.1          Indemnification by SoftBank.

(a)          To the fullest extent permitted by law, SoftBank shall indemnify, defend and hold harmless the Company, its subsidiaries, and each of their respective directors, officers, employees and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Exchange Act (each, a “Controlling Person”), if any, in each case other than the DT Indemnified Parties (provided, that notwithstanding anything herein to the contrary, no member of the board of directors of the Company, acting in his or her capacity as such, shall constitute a DT Indemnified Party for purposes of this exclusion and shall instead be a Company Indemnified Party for purposes of this Section 6.1(a)) (each, a “Company Indemnified Party” and together, the “Company Indemnified Parties”), from and against any and all losses, claims, damages, obligations, liabilities, actions, proceedings (whether threatened or commenced), expenses (including documented out-of-pocket fees and expenses of counsel), taxes (including any interest and penalties thereon), and all amounts paid in connection with the investigation, defense, settlement, compromise or satisfaction of any of the foregoing (collectively, “Claims”) incurred or suffered by any Company Indemnified Party to the extent arising out of, attributable to or resulting from, directly or indirectly (i) any breach or failure by SoftBank or any of its subsidiaries or

representatives to comply with the terms of, or to perform its or their obligations under, this Framework Agreement or any other Transaction Document (a “SoftBank Breach”), (ii) any DT Breach to the extent such DT Breach resulted, directly or indirectly, from a SoftBank Breach, (iii) the Executive Purchase or the Executive Purchase Agreement, or (iv) from and against losses or third party Claims incurred or suffered by any Company Indemnified Party to the extent arising out of, attributable to or resulting from, directly or indirectly, any of the Transactions, including the Company’s or any Company Indemnified Party’s performance of its respective obligations under any Transaction Document, excluding solely for purposes of this clause (iv), any Claims to the extent arising out of, resulting from or attributable to (A) a final non-appealable order and judgment, by a court of competent jurisdiction, that the Company Indemnified Party willfully breached or was grossly negligent in the performance of its material obligations under this Framework Agreement or any other Transaction Document, (B) in the case of an offering of securities registered under the Securities Act of 1933, as amended, to the extent that the Company would have been required to indemnify and hold harmless SoftBank under Section 5.9 of the Second Amended and Restated Stockholders’ Agreement had such offering been a registered offering thereunder and the applicable third party Claim been made against SoftBank, other than (1) to the extent arising out of, relating to or concerning any Transaction Claim or the underlying allegations relating thereto and (2) with respect to any untrue statement or omission relating to a matter arising out of the legacy Sprint business with respect to the period prior to April 1, 2020 that is known to the SoftBank Parties or (C) in the case of any such Claims that arise out of, are attributable to, or result from an untrue or alleged untrue statement or omission made in the Mandatory Exchangeable Placement offering memorandum or otherwise in connection with the Mandatory Exchangeable Offering, solely to the extent that any such Claims arise out of, are attributable to or result from an untrue or alleged untrue statement or omission made in such offering memorandum or amendment or supplement thereto, in reliance upon information furnished by the Company to the Mandatory Exchangeable Issuer, any underwriter or any representative of the Company, expressly for use therein, or the documents relating to the Company incorporated by reference therein, other than (1) to the extent arising out of, relating to or concerning any Transaction Claim or the underlying allegations relating thereto and (2) with respect to any untrue statement or omission relating to a matter arising out of the legacy Sprint business with respect to the period prior to April 1, 2020 that is known to the SoftBank Parties.

(b)          SoftBank agrees that no Company Indemnified Party shall have any liability to the SoftBank Parties, their subsidiaries, or their respective directors, officers, employees, agents, representatives or Controlling Persons, if any, for any Claims arising out of, attributable to or resulting from, directly or indirectly, any failure by the Company or any of its subsidiaries or representatives to perform any of the Company’s obligations pursuant to the terms of this Framework Agreement or any other Transaction Document (a “Company Breach”), to the extent that such Company Breach resulted, directly or indirectly, from a SoftBank Breach or a DT Breach.

(c)          SoftBank shall indemnify, defend and hold harmless DT and each of its subsidiaries (other than the Company and its subsidiaries), and each of their respective directors, officers, employees and Controlling Persons, if any (in each case other than any such individual

who is also a Company Indemnified Party for purposes of Section 6.1(a)) (each, a “DT Indemnified Party” and together, the “DT Indemnified Parties”), from and against any and all Claims arising out of, attributable to or resulting from, directly or indirectly, (i) any SoftBank Breach, including Claims payable by any DT Indemnified Party to the Company to the extent arising out of, attributable to or resulting from such SoftBank Breach, and (ii) any Company Breach, to the extent that such Company Breach resulted, directly or indirectly, from a SoftBank Breach.

6.2          Indemnification by DT for Breach.

(a)          DT shall indemnify, defend and hold harmless each Company Indemnified Party from and against any and all Claims incurred or suffered by any Company Indemnified Party arising out of, attributable to or resulting from, directly or indirectly, any failure by DT or any of its subsidiaries or representatives to comply with the terms of this Framework Agreement or any other Transaction Document (a “DT Breach”).

(b)         DT agrees that no Company Indemnified Party shall have any liability to any DT Indemnified Party for any Claims arising out of, attributable to or resulting from, directly or indirectly, any Company Breach, to the extent that such Company Breach resulted, directly or indirectly, from a DT Breach or a SoftBank Breach.

(c)         DT shall indemnify, defend and hold harmless SoftBank and its subsidiaries and each of their respective directors, officers, employees and Controlling Persons, if any, (each, a “SoftBank Indemnified Party” and together, the “SoftBank Indemnified Parties” and, together with the Company Indemnified Parties, the DT Indemnified Parties and the Tax Indemnified Parties (as defined below), each, an “Indemnified Party” and, together, the “Indemnified Parties”) (provided, that notwithstanding anything herein to the contrary, no member of the board of directors of the Company, acting in his or her capacity as such, shall constitute a SoftBank Indemnified Party for purposes of this Section 6.1(c)), from and against any and all Claims arising out of, attributable to or resulting from, directly or indirectly, (i) any DT Breach, including Claims payable by any SoftBank Indemnified Party to the Company arising out of, attributable to or resulting from such DT Breach, and (ii) any Company Breach, to the extent that such Company Breach resulted, directly or indirectly, from a DT Breach.

6.3          Indemnification for Transaction Claims.

(a)          To the fullest extent permitted by law, SoftBank shall indemnify, defend and hold harmless each DT Indemnified Party against any and all Claims arising out of, attributable to or resulting from an allegation (i) that one or more purchases from the Company or sales to the Company of the Common Stock or other securities of the Company by SoftBank and/or its affiliates in the Transactions that is intended to be exempt from the short-swing liability provisions of Section 16(b) of the Exchange Act in reliance on Rule 16b-3 thereunder is not exempt from such provisions pursuant to Section 16(b) of the Exchange Act or is subject to short-swing liability

thereunder for any other reason (“Section 16 Claims”), or (ii) that such purchases or sales, any corresponding sales or purchases involving any of the Parties or their respective affiliates, or the execution, performance or approval of the Transactions, this Framework Agreement or any other Transaction Document involved or resulted from any violation of corporate law or duty under the laws of the State of Delaware, including but not limited to any claim for breach of fiduciary duty under the General Corporation Law of the State of Delaware or any other applicable laws (including common law and any judgments, orders, writs, injunctions or decrees) (“Corporate Claims”, and together with the Section 16 Claims, “Transaction Claims”).

(b)         To the fullest extent permitted by law, and without any limitation that may otherwise be applicable to indemnification under Section 6.1 of this Framework Agreement, but subject to the limitations contained in Section 6.3(d), SoftBank shall indemnify, defend and hold harmless each Company Indemnified Party from and against any and all Transaction Claims.

(c)         SoftBank agrees that it shall be solely responsible for any and all Transaction Claims brought against any SoftBank Indemnified Party and agrees that no Company Indemnified Party or DT Indemnified Party shall have any liability to any SoftBank Indemnified Party in respect of Transaction Claims, except in the case of DT, as and to the extent set forth in Section 6.3(d) below.

(d)          DT and SoftBank agree that DT shall bear 50% and SoftBank shall bear 50% of any Corporate Claims brought against any DT Indemnified Party, Company Indemnified Party or SoftBank Indemnified Party, up to an aggregate amount to be borne by DT of $50 million, after which 100% shall be borne by SoftBank.

(e)          The Company Indemnified Parties’ indemnification shall not be contingent upon, delayed or set off against any anticipated insurance proceeds anticipated to be recovered by the Company or a Company Indemnified Party.  The amount of any Transaction Claim in respect of a Claim for which indemnification is provided to a Company Indemnified Party under this Section 6.3 will be reduced by any insurance proceeds actually recovered by the Company under any directors’ and officers’ insurance or other insurance coverages maintained by the Company for the benefit of its directors and officers or for the Company as an entity with respect to such Claim, net of any deductible and any recovery or collection costs and expenses incurred in connection with the recovery thereof. If the amount of any indemnification payment required under this Section 6.3 is reduced pursuant to the prior sentence of this Section 6.3(e) after the date on which SoftBank or DT is required pursuant to this Section 6.3 to pay such indemnification claim, the Company will promptly reimburse SoftBank or DT, as the case may be, any amount that SoftBank or DT would not have had to pay pursuant to this Section 6.3 had such amount been recovered by the applicable Company Indemnified Party, in each case at the time of such indemnification payment by SoftBank or DT.

6.4          SoftBank Tax Indemnification. SoftBank shall indemnify, defend and hold harmless DT, the Company and its subsidiaries, and their respective affiliates (each, a “Tax

Indemnified Party” and together, the “Tax Indemnified Parties”) from and against, without duplication, any and all:

(a)          Claims arising out of, attributable to or resulting from, directly or indirectly any failure of the Transactions to qualify for the Transaction Tax Treatment, provided that a Tax Indemnified Party shall not be entitled to such indemnification to the extent that such failure is exclusively attributable to (i) the failure of such Tax Indemnified Party to comply with its obligations, covenants or representations under any of the Transaction Documents (other than the Tax Representation Letter) or this Framework Agreement or (ii) the failure of such Tax Indemnified Party to comply with its obligations, covenants or representations in the Tax Representation Letter (other than representations 15, 20 and 22 of the Tax Representation Letter);

(b)          Claims arising out of, attributable to or resulting from, directly or indirectly the failure of any of the SoftBank US Mergers (as defined in the BCA) to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, except to the extent such failure is exclusively attributable to a breach by the Company of any of the covenants contained in the Tax Certificates (as defined in the BCA) delivered by the Company pursuant to the BCA, it being understood that, for the avoidance of doubt, neither the entry into the Transaction Documents nor the consummation of the Transactions nor any actions taken in furtherance of the Transactions shall constitute a breach by the Company of any of the covenants contained in the Tax Certificates (as defined in the BCA) delivered by the Company; provided that to the extent indemnification is available to a Tax Indemnified Party under both Section 6.4(b) of this Framework Agreement and Section 9.2 of the BCA with respect to the same Claim, such Tax Indemnified Party shall seek indemnification under Article 6 of this Framework Agreement and not under Section 9.2 of the BCA;

(c)          Claims arising out of, attributable to or resulting from, directly or indirectly any failure of the Merger (as defined in the BCA) to qualify as a “reorganization” within the meaning of Section 368(a) of the Code if the Merger would have so qualified in the absence of the Transactions, provided that a Tax Indemnified Party shall not be entitled to such indemnification to the extent that such failure is exclusively attributable to (i) the failure of such Tax Indemnified Party to comply with its obligations, covenants or representations under any of the Transaction Documents (other than the Tax Representation Letter) or the Framework Agreement, (ii) the failure of such Tax Indemnified Party to comply with its obligations, covenants or representations in the Tax Representation Letter (other than representations 15, 20 and 22 of the Tax Representation Letter) or (iii) a breach by such Tax Indemnified Party of any representations or covenants that were included in the Tax Certificates (within the meaning of the BCA) that were delivered by the Company in connection with the Merger, it being understood that, for the avoidance of doubt, neither the entry into the Transaction Documents nor the consummation nor any actions taken in furtherance of the Transactions shall constitute a breach by the Company of any of the covenants contained in the Tax Certificates (as defined in the BCA) delivered by the Company; and

(d)         any taxes, and any interest and penalties with respect thereto, imposed on or required to be paid or withheld by or with respect to the Company or any subsidiary arising out of, attributable to or resulting from its entering into this Framework Agreement or the Transaction Documents or participating in or taking any action in furtherance of any of the Transactions that would not have been imposed on or required to be paid or withheld by or with respect to the Company or any subsidiary had it not entered into this Framework Agreement or the Transaction Documents and not participated in or taken any action in furtherance of any of the Transactions, including, for the avoidance of doubt, any Claim against the Company arising out of, attributable to or resulting from, directly or indirectly, any Company actions taken in connection with satisfying its obligations under Article 4 of this Framework Agreement, except to the extent that such taxes, interest and penalties would not have been imposed or payable if the Company had complied with its obligations, covenants or representations under the Transaction Documents (other than the Tax Representation Letter) and this Framework Agreement.  For the avoidance of doubt, the provision in this Section 6.4(d) does not apply to the Company Transaction Fee.

In determining the amount of Claims indemnifiable by SoftBank under this Section 6.4, no Tax Attribute (as defined in the BCA) or tax benefit (e.g., any correlative step-up in the tax basis of assets) of any Tax Indemnified Party shall be taken into account. SoftBank agrees and acknowledges, subject to the proviso in Section 6.4(b), that the indemnification provided in Section 9.2 of the BCA shall remain in full force and effect in accordance with its terms notwithstanding the entry into the Transaction Documents and consummation of the Transactions; it being understood that, for the avoidance of doubt, neither the entry into the Transaction Documents nor the consummation nor any actions taken in furtherance of the Transactions shall constitute a breach by the Company of any of the covenants contained in the Tax Certificates (as defined in the BCA) delivered by the Company. For the avoidance of doubt, no provision of Section 6.1, Section 6.2 or Section 6.3 shall limit the indemnification of any Tax Indemnified Party under Section 6.4, nor impose any indemnification obligation on any Tax Indemnified Party with respect to any Claim that would be subject to indemnification under this Section 6.4. With respect to any Claims arising out of, attributable to or resulting from, directly or indirectly the failure of (i) any of the SoftBank US Mergers (as defined in the BCA) to qualify as a “reorganization” within the meaning of Section 368(a) of the Code or (ii) the Merger (as defined in the BCA) to qualify as a “reorganization” within the meaning of Section 368(a) of the Code if the Merger would have so qualified in the absence of the Transactions, each Tax Indemnified Party shall seek indemnification under Section 6.4(b) or Section 6.4(c), as applicable, of this Framework Agreement and not under Section 6.4(a) or Section 6.4(d) of this Framework Agreement.

6.5         Indemnification Provisions of the Transaction Documents. The indemnification provisions of this Article 6 are in addition to any indemnification provided in the Transaction Documents including, but not limited to, the Second Amended and Restated Stockholders’ Agreement, the Underwriting Agreement or the Mandatory Exchangeable Placement Purchase Agreement; provided that the rights and remedies of the Company Indemnified Parties, the SoftBank Indemnified Parties and the DT Indemnified Parties in Article 6 and in Section 7.1 shall control notwithstanding any different or conflicting provision of any other Transaction Document,

including any conflicting indemnification obligation of the Company, SoftBank or DT in any other  Transaction Document.

6.6          Indemnification and Advancement Procedures.

(a)          If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Article 6, including either first-party Claims for indemnification against SoftBank or DT, or any third-party Claims against such Indemnified Party, such Indemnified Party shall notify DT or SoftBank, as the case may be (the “Indemnifying Party”), in writing of such Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”) promptly after receipt by such Indemnified Party of written notice of the Claim, with simultaneous notice to all other Parties to this Framework Agreement; provided, however, that failure to provide a Claim Notice shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure. The Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Claim; provided, however, that failure to provide any such copies shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

(b)          The Indemnified Party shall have the right to conduct its own defense and select its own counsel (provided such counsel is nationally or regionally recognized) in connection with that defense.  Where consistent with the interests of each party, the parties shall undertake commercially reasonable efforts to cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon any party’s request) the provision of records and information that are reasonably relevant to such Claim, and use of commercially reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  The Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may not pay, settle or compromise a Claim on behalf of the Indemnified Party without the Indemnified Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), and shall have no right to direct or assume the defense of any Claim against the Indemnified Party.

(c)          In the event of any Claim subject to a right of indemnification pursuant to this Framework Agreement, following the written request to the Indemnifying Party by the Indemnified Party, the Indemnifying Party shall advance to Indemnified Party amounts to cover documented expenses (including documented out-of-pocket fees and expenses of counsel) incurred by Indemnified Party in defending such action, suit or proceeding in advance of the

final disposition thereof upon receipt of (i) an undertaking by or on behalf of Indemnified Party to repay such amount if it shall ultimately be determined by final judgment of a court of competent jurisdiction that it is not entitled to be indemnified hereunder, and (ii) satisfactory evidence as to the amount of such expenses.

(d)          If any Indemnifying Party (or an applicable withholding agent of any Indemnifying Party) is required by applicable law to deduct or withhold any tax from any payment required to be made pursuant to this Article 6, then the amount of the payment shall be increased as necessary so that, after any such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this provision), the applicable Indemnified Party receives an amount equal to the amount it would have received had no such deduction or withholding been required.

(e)          If any Indemnified Party or any of its affiliates incurs or would incur any tax liability arising from the receipt or accrual of any payment received or to be received pursuant to this Article 6, then the amount of the payment payable by the Indemnifying Party shall be increased as necessary so that, after taking into account any such tax liability (including any tax liability arising from additional amounts payable under this provision, and disregarding any Tax Attributes (as defined in the BCA) of the Indemnified Party), the Indemnified Party receives (or retains) an amount equal to the amount it would have received (or retained) had no such tax liability arisen.

6.7          Exculpation and Limitation of Liability.

(a)          Each of the Parties acknowledges and agrees that the Company (i) is a facilitating party to the Transactions at the request of the SoftBank Parties and DT, and (ii) undertakes to perform such duties, and only such duties, as are expressly and specifically set forth in this Framework Agreement and the other Transaction Documents to which the Company is a party, and no implied covenants or obligations shall be read into this Framework Agreement or any other Transaction Document against the Company.

(b)          Without limiting anything contained in this Article 6, (I) except in the case of a final non-appealable order and judgment, by a court of competent jurisdiction, that a Company Indemnified Party willfully breached or was grossly negligent in its performance of its obligations under this Framework Agreement or any other Transaction Document and (II) except as provided in the Mandatory Exchangeable Placement Purchase Agreement, the Company Indemnified Parties shall not be liable to SoftBank, DT or any SoftBank Indemnified Party or DT Indemnified Party (i) for any action taken, suffered, or omitted to be taken by or on behalf of the Company in connection with the Transactions, or (ii) for any action taken by any officer, employee or other representative of the Company in connection with the Transactions.

(c)          The rights, privileges, protections, immunities and benefits given to the Company, including, but not limited to, its right to be compensated, reimbursed and

indemnified, under this Framework Agreement, are extended to, and shall be enforceable by, the Company and each of the Company’s agents, representatives, custodians and other persons employed by the Company to act hereunder (including, without limitation, the Company Indemnified Parties).

(d)          In no event shall the Company or the Company Indemnified Parties be responsible or liable to any SoftBank Indemnified Party or DT Indemnified Party for special, indirect, consequential or punitive loss or damage of any kind whatsoever arising out of, attributable to or resulting from, directly or indirectly, the Transactions, this Framework Agreement or any other Transaction Document irrespective of whether the Company has been advised of the likelihood of such loss or damage and regardless of the form of action.

ARTICLE 7
REIMBURSEMENT OF EXPENSES; COMPANY TRANSACTION FEE

7.1         Transaction Expenses. SoftBank shall bear all agent fees and commissions, underwriting discounts and commissions and fees and disbursements of its counsel and accountants in connection with the Transactions, including without limitation the Company Offering, the Mandatory Exchangeable Placement and the Executive Purchase. Notwithstanding anything to the contrary in the Second Amended and Restated Stockholders’ Agreement or any other Transaction Document, and regardless of whether the Initial Closing (as defined in the Share Repurchase Agreement) is ultimately consummated, SoftBank shall, upon written request by the Company, promptly reimburse the Company for any and all documented costs, fees and expenses in connection with (i) the registration statement for the registration of the Common Stock in connection with the Company Offering, (ii) the other Transactions (including, without limitation, the Rights Offering, the Mandatory Exchangeable Placement, the Executive Purchase and any Subsequent Share Sale), and (iii) activities in connection with and the consummation of the Transactions, including all registration and filing fees, all printing costs, all fees and expenses of the transfer agent of the Common Stock, all sales, use, documentary, registration, transfer, deed taxes, conveyance fees, recording charges and similar taxes, fees and charges and all fees and expenses of counsel, accountants, financial advisors or other professional advisors of the Company.

7.2          Company Transaction Fee. Upon the earlier of (a) the date on which the closing of the sale for at least fifty percent (50%) of the Repurchased Shares has occurred, and (b) October 2, 2020, SoftBank shall pay, or cause to be paid, to the Company by wire transfer of immediately available funds to an account designated in writing by the Company, the Company Transaction Fee.

7.3          Other Expenses. Except as otherwise provided in this Framework Agreement (including Section 6.4 and Section 7.1 above) and the Transaction Documents and whether or not the Transactions are consummated, all costs and expenses (including fees and expenses of counsel) incurred in connection with this Framework Agreement and the Transactions shall be paid by the Party incurring such costs and expenses.

ARTICLE 8
PUBLICITY RESTRICTIONS

8.1         Publicity Restrictions. None of the Parties shall issue any press release or otherwise make any public statements or disclosure with respect to the execution or performance of this Framework Agreement or the Transactions without the prior written consent of the other Parties; provided, however, that no Party shall be restrained from making such disclosure as may be required by applicable law or by the listing agreement with or regulations of any stock exchange (in which case the Party seeking to make such disclosure shall promptly notify the other Parties thereof and the Parties shall use reasonable efforts to cause a mutually agreeable release or announcement to be issued); provided, further, that each Party may make public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications are not inconsistent in tone and substance with previous public statements, disclosures or communications jointly made by the Parties or to the extent that they have been reviewed and previously approved by each of the Parties.

ARTICLE 9
MISCELLANEOUS

9.1          Termination. This Framework Agreement may be terminated only by mutual written consent of SoftBank, DT and the Company.  Any such termination shall be effective as to all Parties.

9.2          Further Assurances. Each Party agrees to execute and deliver, or cause to be executed and delivered, such agreements, instruments and other documents, and take such other actions consistent with the terms of this Framework Agreement, as the other Party or Parties may reasonably require from time to time in order to carry out the purposes of this Framework Agreement.

9.3        Survival. All representations and warranties contained herein or made in writing by any Party in connection herewith shall survive the execution and delivery of this Framework Agreement and the consummation of the transactions contemplated hereby.

9.4         Amendments and Waivers. Except as otherwise provided herein, the provisions of this Framework Agreement may be amended, modified or discharged or waived only by written agreement executed by the Parties, and no extension of time for the performance of any of the obligations hereunder shall be valid or binding unless set forth in writing and duly executed by the Parties. Any waiver shall constitute a waiver only with respect to the specific matter described in such written agreement and shall in no way impair the rights of any Party granting any waiver in any other respect or at any other time. The waiver by any of the Parties of a breach of, or a default under, any of the provisions hereof, or to exercise any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of

such provisions, rights or privileges hereunder. Except as expressly provided in this Framework Agreement, the rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any Party may otherwise have at law or in equity.

9.5          Assignment; Binding Agreement. This Framework Agreement and the rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties, and, except as otherwise provided in this Framework Agreement, no Party may assign any of its rights or delegate any of its obligations hereunder without the express written consent of the other Parties.

9.6          SoftBank Affiliated Entities.

(a)          Prior to the Closing Date, SBGC may, in its sole discretion, from time to time, sell, transfer or assign all or a portion of any Common Stock that it holds or any rights under this Framework Agreement or any other Transaction Document, and may delegate any obligations it has under this Framework Agreement or any other Transaction Document, to any other entity that is wholly owned, directly or indirectly, by SoftBank (such entity, a “SoftBank Holder”). SoftBank will notify the other Parties prior to the effective date of any such assignment/delegation. Upon such an assignment in full of such Common Stock and rights and delegation in full of obligations, SBGC shall no longer have any rights and shall be released from any further obligations under this Framework Agreement or such Transaction Document. Any transfer of Common Stock otherwise permitted under this Section 9.6(a) shall be subject to the rights, if any, of DT under the Proxy Agreement with respect to such transfer.

(b)         If SBGC sells, transfers or assigns all or a portion of any shares of Common Stock that it holds to a SoftBank Holder under Section 9.6(a), SBGC shall assign any of its rights or delegate any of its obligations hereunder or under any of the Transaction Documents that apply to such shares to such SoftBank Holder.

(c)         The SoftBank Parties shall cause any SoftBank Holder to comply with Section 7.12 of the Second Amended and Restated Stockholders’ Agreement, including but not limited to, causing any SoftBank Holder to execute a joinder to the Second Amended and Restated Stockholders’ Agreement.

9.7          Rights Offering Restrictions. Each of the SoftBank Parties (on behalf of themselves and any SoftBank Holder (if applicable)), the Executive Purchaser (on behalf of itself and R. Marcelo Claure) and DT hereby (a) agrees that it shall not, and shall cause its controlled affiliates not to, directly or indirectly, (i) exercise any of the Rights that it may, directly or indirectly, receive pursuant to the Rights Offering and (ii) sell, transfer, assign, convey or otherwise dispose of (or in any way attempt to monetize), directly or indirectly, any of the Rights that it may, directly or indirectly, receive pursuant to the Rights Offering, and (b) unconditionally and irrevocably waives, on behalf of itself and its controlled affiliates, any and all rights to exercise, sell, transfer, assign, convey or otherwise dispose of (or attempt to monetize), directly or indirectly, any of the Rights that it may, directly or indirectly, receive pursuant to the Rights Offering.

9.8         Third Party Beneficiaries. Except as otherwise provided herein, including, without limitation, the indemnification provisions of Article 6 hereof, nothing in this Framework Agreement shall convey any rights upon any person or entity that is not a Party or a successor or permitted assignee of a Party to this Framework Agreement. In addition, each party (the “first-mentioned party”) acknowledges, agrees and confirms that (1) it does not have any rights under any Transaction Document unless either it is a party to such Transaction Document or such Transaction Document expressly contemplates that the first-mentioned party is an intended third-party beneficiary of some of or all the provisions of such Transaction Document, or (2) except as contemplated in clause (1) above, the first-mentioned party does not have any rights with respect to the exercise by any other person of any of its rights under any Transaction Document, the granting of any consent or waiver under any Transaction Document or the amendment of any Transaction Document.

9.9          Entire Agreement. Except as provided in this Framework Agreement, including without limitation with respect to the Transaction Documents, this Framework Agreement constitutes the sole and entire agreement among the Parties with respect to the subject matter of this Framework Agreement, and supersedes all prior representations, agreements and understandings, written or oral, with respect to the subject matter hereof.

9.10        Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties shall be enforceable to the fullest extent permitted by law. To the extent that any such provision is so held to be invalid, illegal or unenforceable, the Parties shall in good faith use commercially reasonable efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

9.11        Counterparts. This Framework Agreement may be signed in any number of counterparts, each of which shall be deemed an original (including signatures delivered via facsimile or electronic mail) with the same effect as if the signatures thereto and hereto were upon the same instrument. The Parties may deliver this Framework Agreement by facsimile or by electronic mail and each Party shall be permitted to rely on the signatures so transmitted to the same extent and effect as if they were original signatures.

9.12        Governing Law; Jurisdiction; Forum; Waiver of Trial by Jury.

(a)         THIS FRAMEWORK AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER ANY APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. In any action between the Parties arising out of or relating to this Framework Agreement, each of the Parties (i)

irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, and (iii) agrees that it will not bring any such action in any court other than the Court of Chancery for the State of Delaware in and for New Castle County, Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in the State of Delaware, and appellate courts thereof, or, if (and only if) each of such Court of Chancery for the State of Delaware and such federal court finds it lacks subject matter jurisdiction, any state court within the State of Delaware. Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 9.13 shall be effective service of process for any such action. Each party hereto irrevocably designates C.T. Corporation as its agent and attorney in fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the aforementioned courts and each party hereto stipulates that such consent and appointment is irrevocable and coupled with in interest.

(b)        EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS FRAMEWORK AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS FRAMEWORK AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS FRAMEWORK AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.12(b).

9.13        Notices.

(a)         Unless otherwise provided in this Framework Agreement, all notices and other communications provided for hereunder shall be dated and in writing and shall be deemed to have been given (i) when delivered, if delivered personally, sent by confirmed telecopy or sent by registered or certified mail, return receipt requested, postage prepaid, provided that such delivery is completed during normal business hours of the recipient, failing which such notice shall be deemed to have been given on the next business day, (ii) on the next business day if sent by

overnight courier and delivered on such business day within ordinary business hours and, if not, the next business day following delivery; and (iii) when received, if received during normal business hours and, if not, the next business day after receipt, if delivered by means other than those specified above. Such notices shall be delivered to the address set forth below, or to such other address as a Party shall have furnished to the other party in accordance with this Section.

9.14        Interpretation. The headings contained in this Framework Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Framework Agreement.  The Parties have participated jointly in the negotiation and drafting of this Framework Agreement and, in the event that an ambiguity or question of intent or interpretation arises, this Framework Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Framework Agreement.  The words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Framework Agreement, shall refer to this Framework Agreement as a whole and not to any particular provision of this Framework Agreement.  Any references herein to “Dollars” and “$” are to United States Dollars. The term “or” shall not be exclusive and shall have the meaning commonly ascribed to the term “and/or”.  Whenever the words “include,” “includes” or “including” are used in this Framework Agreement, they shall be deemed to be followed by the words “without limitation.” The word “extent” and the phrase “to the extent” used in this Framework Agreement shall mean the degree to which a subject or other thing extends, and such word or phrase shall not mean simply “if”.

IN WITNESS WHEREOF, the Parties have executed this Framework Agreement as of the day and year first above written.

	SOFTBANK GROUP CORP
	By:
		Name:
		Title:

PROXY, LOCK-UP AND ROFR AGREEMENT

by and between

DEUTSCHE TELEKOM AG,

CLAURE MOBILE LLC

AND

RAUL MARCELO CLAURE

DATED AS OF JUNE 22, 2020

This PROXY, LOCK-UP AND ROFR AGREEMENT, dated as of June 22, 2020 (this “Agreement”), is made by and among Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (“DT”), Claure Mobile LLC, a Delaware limited liability company (“CM LLC”), and Raul Marcelo Claure, an individual and the holder of 100% of the equity interests in CM LLC.

W I T N E S S E T H

WHEREAS, on April 29, 2018, T-Mobile US, Inc., a Delaware corporation (the “Company”), Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Company”), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company (“Merger Sub”), Sprint Corporation, a Delaware corporation (“Sprint”), Starburst I, Inc., a Delaware corporation, Galaxy Investment Holdings, Inc., a Delaware corporation, and for the limited purposes set forth therein, DT, SoftBank and certain of their respective Affiliates entered into a business combination agreement (as amended, the “Business Combination Agreement”);

WHEREAS, on April 1, 2020, pursuant to the Business Combination Agreement and upon the terms and subject to the conditions set forth therein, Merger Sub merged with and into Sprint, with Sprint continuing as the surviving corporation and as a wholly owned Subsidiary of the Company (the “Merger”);

WHEREAS, in connection with the Merger, the Company, DT and SoftBank entered into an Amended and Restated Stockholders’ Agreement, dated as of April 1, 2020 (the “Stockholders’ Agreement”), to establish among the Company, DT and SoftBank certain rights and obligations in respect of the shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”) owned by each of DT, SoftBank and their respective Affiliates following the consummation of the Merger, and related matters concerning each of DT’s and SoftBank’s relationship with and investment in the Company;

 

“Acceptance Notice” shall have the meaning set forth in Section 4(c).

“Affiliate” shall mean, with respect to any Person, a Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with such Person; provided that, for purposes of this Agreement, (i) none of DT, the Company or their respective Controlled Affiliates shall be deemed to be an Affiliate of SoftBank or the MC Stockholder and (ii) none of SoftBank, the Company or their respective Controlled Affiliates, or the MC Stockholder, shall be deemed to be an Affiliate of DT or the DT Stockholder.

“Agreement” shall have the meaning set forth in the Preamble.

“Appointed Bank” shall have the meaning set forth in Section 4(e).

“Beneficially Own” shall mean, with respect to any securities, (i) having “beneficial ownership” of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation), (ii) having the right to become the “beneficial owner” of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation) (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, or (iii) having an exercise or conversion privilege or a settlement payment or mechanism with respect to any option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial

 

Ownership is being determined or a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act).  The parties agree that, for purposes of this Agreement, all Voting Securities held by the MC Stockholder that are subject to the voting agreement and proxy granted to DT pursuant to this Agreement shall be treated as Voting Securities Beneficially Owned by the MC Stockholder, as applicable, and not as Voting Securities Beneficially Owned by the DT Stockholder.

 

“DT Stockholder” shall mean collectively DT and any of its Controlled Affiliates that Beneficially Owns any Voting Securities or DT Shares.

“Independent Bank” shall have the meaning set forth in Section 4(e).

“Lock-up Period” shall have the meaning set forth in Section 3(a).

“MC Related Persons” shall mean Mr. Claure and the heirs, executors, administrators, testamentary trustees, legatees and beneficiaries of Mr. Claure upon his death or incapacity, and any subsequent heirs, executors, administrators, testamentary trustees, legatees and beneficiaries of any MC Related Person, if applicable.

“Master Framework Agreement” has the meaning set forth in the Recitals.

“MC Purchased Shares” shall have the meaning set forth in the Recitals.

“MC Shares” shall mean the MC Purchased Shares, together with all other Voting Securities over which the MC Stockholder or any MC Related Person acquires Beneficial Ownership after the date hereof and together with all other securities issued in respect of such Voting Securities or into which such Voting Securities may be converted or exchanged in connection with stock dividends or distributions, combinations or any similar recapitalizations after the date hereof (provided that, in the event that the MC Stockholder shall have Transferred any such Voting Security or other security to a Person that is neither Mr. Claure nor an MC Related Person in accordance with this Agreement (other than a Transfer pursuant to Section 3(a)(i)), such Voting Security or other security shall cease to be a MC Share after such Transfer unless Mr. Claure, the MC Stockholder or an MC Related Person thereafter reacquires Beneficial Ownership of such Voting Security or other security); provided that Common Stock acquired by the MC Stockholder or any MC Related Person as a result of the exercise of stock options, the receipt of performance shares or the grant of restricted stock units, in each case granted to

 

Mr. Claure as a result of his role as a Director or officer of the Company, shall not be MC Shares.

“MC Stockholder” shall mean collectively CM LLC, any of its Controlled Affiliates and any MC Related Person that Beneficially Owns any MC Shares.

“Merger” shall have the meaning set forth in the Recitals.

“Obligation” shall have the meaning set forth in Section 3(b)(iii).

“Offer Notice” shall have the meaning set forth in Section 4(b).

“Offer Terms” shall have the meaning set forth in Section 4(b).

“Open Market Transfer” shall mean (a) a sale of shares on a national securities exchange (including through a broker dealer) pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 promulgated thereunder, or (b) a sale of shares to a nationally recognized bank pursuant to a block trade, following which the bank intends to sell such shares on a national securities exchange.

“Open Market Transfer Price” shall mean (i) the VWAP for each of the ten consecutive trading days ending immediately preceding the date of the applicable Acceptance Notice less (ii) the per-share amount of all underwriting discounts and fees, if any, payable by the Proposed Transferee in the proposed Open Market Transfer.

“Organizational Documents” shall mean, with respect to any Person, such Person’s articles or certificate of association, incorporation, formation or organization, bylaws, limited liability company agreement, partnership agreement or other similar constituent document or documents, each in its currently effective form as amended from time to time.

“Person” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

“Planned Purchase Date” shall have the meaning set forth in Section 4(c).

“Pledge” and its corollary terms, including “Pledged”, shall mean any (x) pledge or loan of MC Shares to, or other hedging or derivative transaction involving MC Shares entered into with, one or more internationally recognized financial institutions or brokerage firms pursuant to one or more bona fide hedging or financing transactions in which the MC Stockholder entering into such arrangement retains voting power over all such MC Shares prior to any foreclosure and any (y) agreement or arrangement involving any other pledge, loan, hedging or derivative transaction or other Encumbrance in respect of any MC Shares.

“Pledge Counterparty” shall have the meaning set forth in Section 5(b).

“Pledge ROFR Foreclosure Period” shall have the meaning set forth in Section 5(b).

“Pledge ROFR MC Shares” shall have the meaning set forth in Section 5(b).

“Pledge ROFR Notice” shall have the meaning set forth in Section 5(b).

“Proxy” shall have the meaning set forth in Section 2(b).

“Repurchased Shares” has the meaning set forth in the Recitals.

“ROFR MC Shares” shall have the meaning set forth in Section 4(b).

“SBGC” shall have the meaning set forth in the Recitals.

“Share Repurchase Agreement” has the meaning set forth in the Recitals.

“Shares” shall mean the DT Shares and the MC Shares.

“Stockholder” shall mean the DT Stockholder or the MC Stockholder, as applicable.

“Stockholders’ Agreement” shall have the meaning set forth in the Recitals.

 

 

(a)            Voting Agreement.  The MC Stockholder hereby agrees that from and after the date hereof, at any meeting (whether annual or special and whether or not adjourned or postponed) of the holders of Voting Securities, however called, or in connection with any written consent of the holders of Voting Securities, the MC Stockholder shall (A) vote or not vote (or cause to be voted or not voted) or deliver or not deliver a consent (or cause a consent to be delivered or not delivered) with respect to all MC Shares (including, for the avoidance of doubt, any MC Shares with respect to which the MC Stockholder has become a Beneficial Owner after the date hereof) to the fullest extent that such MC Shares are entitled to be voted or to consent at the time of any vote or action by written consent, with respect to each proposal, action or other matter, as directed (whether for, against, abstain, withhold, consent, do not consent or otherwise) by DT by written notice to the MC Stockholder prior to the date of such meeting or the deadline for such consent, as applicable, or, if DT does not deliver any such notice, in the same manner (whether for, against, abstain, withhold, consent, do not consent or otherwise) as DT shall vote or not vote (or cause to be voted or not voted) or deliver or not deliver a consent (or cause a consent to be delivered or not delivered) with respect to such proposal, action or other matter, and (B) take (or cause to be taken) all steps necessary or appropriate to ensure that all MC Shares (including, for the avoidance of doubt, any MC Shares with respect to which the MC Stockholder has become a Beneficial Owner after the date hereof) are counted as present for quorum purposes (if applicable) and for purposes of recording the results of the vote or consent.

 

 

(b)            Pledges.

 

(a)            Applicability.  Until the earliest to occur of (i) the Proxy Fall Away Date and (ii) such time as the DT Stockholder no longer Beneficially Owns at least 5% of the Voting Securities outstanding as of the date hereof (such earlier date, the “ROFR Fall Away Date”), the MC Stockholder shall not Transfer any MC Shares, whether such Transfer occurs during or after the Lock-up Period, unless such MC Stockholder shall have first complied with this Section 4 with respect to such Transfer of MC Shares; provided that this Section 4 shall not apply to (i) any Transfer described in Section 3(a)(ii) or 3(a)(iii), (ii) any Pledge of a MC Share or any Transfer in connection with a foreclosure of a Pledged MC Share (it being understood that any Transfer in connection with a foreclosure of a Pledged MC Share shall be subject to Section 5), or (iii) any Transfer of a MC Share pursuant to a Sale of the Company (as defined in the Stockholders’ Agreement).

 

 

(a)            DT is an Aktiengesellschaft organized and existing under the Laws of the Federal Republic of Germany.

(b)            DT has all requisite corporate or other power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  The execution and delivery by DT of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action of DT.  This Agreement has been duly executed and delivered by DT and, assuming the due authorization, execution and delivery of this Agreement by both Mr. Claure and CM LLC, constitutes the legal, valid and binding obligation of DT, enforceable against DT in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally or, as to enforceability, by general equitable principles.

(c)            The execution and delivery of this Agreement by DT and the performance of its obligations hereunder will not constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of DT, (ii) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of an Encumbrance on any of the assets of DT (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation binding upon DT, or (iii) a conflict with, or breach or violation of, any Law applicable to DT or by which its properties are bound or affected, except, in the case of the preceding clauses (ii) or (iii), for any breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be likely to impair in any material respect the ability of DT to perform its obligations under this Agreement.

(d)            As of the date hereof, the DT Stockholder (i) Beneficially Owns  538,590,941 Shares free and clear of any and all Encumbrances, other than those created by this Agreement or the Stockholders’ Agreement, (ii) has sole voting power over all of such DT Shares, other than as set forth in this Agreement or the Stockholders’ Agreement, and (iii) does not own of record or Beneficially Own any shares of capital stock or other voting or equity securities or interests of the Company, or any rights to purchase or acquire any such shares or other securities or interests, except for such DT Shares and except as provided in this Agreement, the Company-DT Call Option, between T-Mobile Agent, SoftBank, as the registrar and DT, dated June 22, 2020 and the SB-DT Call Option, between SBCG and DT, dated June 22, 2020.

 

(a)            His execution, delivery and performance of this Agreement are within his legal right, power and capacity.  Assuming the due authorization, execution and delivery of this Agreement by DT and MC LLC, this Agreement constitutes his valid and binding obligation, enforceable against him in accordance with its terms.

(b)            His execution and delivery of this Agreement and the performance of his obligations hereunder will not constitute or result in (i) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of an Encumbrance on any of his assets (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation binding upon him or (ii) a conflict with, or breach or violation of, any Law applicable to him or by which his properties are bound or affected, except, in the case of the preceding clauses (i) or (ii), for any breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be likely to impair in any material respect his ability to perform his obligations under this Agreement.

(c)            He owns 100% of the issued and outstanding equity securities of CM LLC, free and clear from any Encumbrances, other than those created by this Agreement.

(a)            CM LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is wholly owned by Mr. Claure. CM LLC has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  The execution and delivery by CM LLC of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action of CM LLC.  This Agreement has been duly executed and delivered by CM LLC and, assuming the due authorization, execution and delivery of this Agreement by DT and Mr. Claure, constitutes the legal, valid and binding obligation of CM LLC, enforceable against CM LLC in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally or, as to enforceability, by general equitable principles.

(b)            The execution and delivery of this Agreement by CM LLC and the performance of its obligations hereunder will not constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of CM LLC, (ii) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of an Encumbrance on any of the assets of CM LLC (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation binding upon CM LLC, or (iii) a conflict with, or breach or violation of, any Law applicable to CM LLC or by which its properties are bound or affected, except, in the case of the preceding clauses (ii) or (iii), for any breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be likely to impair in any material respect the ability of CM LLC to perform its obligations under this Agreement.

 

(c)            After giving effect to the Transfer of the MC Purchased Shares to CM LLC, CM LLC (i) Beneficially Owns the MC Shares free and clear of any and all Encumbrances, other than those created by this Agreement, (ii) has sole voting power over all of such MC Shares, other than as set forth in this Agreement, and (iii) does not own of record or Beneficially Own any shares of capital stock or other voting or equity securities or interests of the Company, or any rights to purchase or acquire any such shares or other securities or interests, except for such MC Shares and except as provided in this Agreement.

(b)            upon the mutual written agreement of the parties;

 

 

 

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed, in the case of DT and CM LLC, by their respective authorized officers, and, in the case of Mr. Claure, in his personal capacity, as of the date first written above.

	DEUTSCHE TELEKOM AG
	By:
		Name:
		Title:

EXECUTION VERSION

Exhibit 51

SB-DT CALL OPTION

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  INTERESTS IN THIS SECURITY MAY BE OFFERED, REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT IS A “QUALIFIED PURCHASER” (AS DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), AND THE RULES THEREUNDER) FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.  EACH PURCHASER OF THIS SECURITY AND EACH SUBSEQUENT HOLDER OF THIS SECURITY IS REQUIRED TO NOTIFY ANY PURCHASER OF THE ABOVE TRANSFER RESTRICTIONS AND WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND WARRANTIES SET FORTH IMMEDIATELY BELOW AND UNDER SECTION 13 HEREOF.

EACH PURCHASER (INCLUDING SUBSEQUENT TRANSFEREES) OF THIS SECURITY (OR A BENEFICIAL INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED, ACKNOWLEDGED AND AGREED THAT: (1) IT IS PURCHASING THIS SECURITY (OR SUCH BENEFICIAL INTEREST) FOR ITS OWN ACCOUNT, AND NOT WITH A VIEW TO ANY PUBLIC RESALE OR DISTRIBUTION THEREOF; (2) IT UNDERSTANDS AND ACKNOWLEDGES THAT THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY U.S. STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION AND NOTWITHSTANDING THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, THE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED EXCEPT TO AN INVESTOR THAT IS A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) PURSUANT TO RULE 144A THAT IS ALSO A QUALIFIED PURCHASER (AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT AND THE RULES THEREUNDER); (3) IT IS A QUALIFIED INSTITUTIONAL BUYER AND ALSO A QUALIFIED PURCHASER; AND (4) IT AGREES ON ITS OWN BEHALF AND ON BEHALF OF EACH SUBSEQUENT HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF WILL AGREE, TO OFFER, REOFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (I) TO AN INVESTOR WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, SUBJECT IN EACH CASE TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL.

IF ANY PERSON ACQUIRING THIS SECURITY (OR A BENEFICIAL INTEREST HEREIN) IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER (OR FAILS TO MEET THE OTHER REQUIREMENTS SET FORTH HEREIN) AT THE TIME OF ACQUISITION HEREOF, SUCH TRANSACTION WILL BE NULL AND VOID AND OF NO EFFECT.

OPTION

to purchase

56,586,144

Shares of Common Stock of

T-Mobile US, Inc.,

a Delaware Corporation

1.            Definitions.  Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock, $0.00001 par value per share, of the Company.

“Company” means T-Mobile US, Inc., a Delaware corporation.

“DT” means Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany.

“Equity Interests” means any and all (i) shares, interests, participations or other equivalents (however designated) of capital stock or other voting securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (ii) securities convertible into or exchangeable for shares, interests, participations or other equivalents (however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person, and (iii) any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Exercisable Date” means the earlier of (i) 30 days prior to the Expiration Time and (ii) the later of (x) October 2, 2020 and (y) the Fixed Options Exercise Date.

“Exercise Period” means the period from and including the Exercisable Date to and including the Expiration Time.

“Exercise Price” means the average of the daily VWAPs for the Common Stock for each of the 20 Trading Days immediately preceding the relevant date of exercise.

“Expiration Time” means June 22, 2024.

“Fixed Options” means the “Options” as defined in and subject to the Newco-DT Option Instrument and the “Options” as defined in and subject to the SB-Newco Option Instrument.

“Fixed Options Exercise Date” means the date on which all the Fixed Options have been exercised (without regard to whether settlement of such exercise has occurred).

“Foreclosure Transferred Shares” has the meaning set forth in Section 2(ii).

“Grantor” means SBGC or, following assignment by SBGC of its rights and obligations hereunder to Project 6, Project 6 or its successor.

“Investment Company Act” means the Investment Company Act of 1940, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Issue Date” means June 22, 2020.

“Margin Loan” means the margin loan agreement to be entered into by and among the lenders party thereto and the Margin Loan Borrower to effect a margin loan secured by a pledge of Common Stock permitted to be incurred by the terms of the Proxy Agreement (or as otherwise agreed in writing by DT), as it may be amended, restated, modified or supplemented from time to time.

“Margin Loan Borrower” means Project 6 or any other subsidiary of SoftBank party to the Margin Loan as borrower thereunder.

“Margin Loan ROFR” means the right of DT to purchase Actual ROFR Shares (as defined in the Proxy Agreement) or exercise any similar rights to purchase shares of Common Stock pledged under a Margin Loan (including, for the avoidance of doubt, the right to acquire remaining Compliant Margin Loan Pledged Shares (as defined in the Proxy Agreement) following the purchase of the Actual ROFR Shares (as defined in the Proxy Agreement), in each case as contemplated by the Proxy Agreement and subject to the terms of any intercreditor agreement relating to the applicable Margin Loan.

“Margin Loan ROFR Transferred Shares” has the meaning set forth in Section 2(i).

“Market Price” means, on any date of determination, the last sale price of the Common Stock (or other Equity Interest) as reported on The NASDAQ Global Select Market (as reported on Bloomberg L.P. page “TMUS US Equity HP” (or any successor page thereto)) (or any other exchange or quotation system, if applicable) (or, in the case of other Equity Interest, on such other exchange and page as may be applicable). If the Common Stock (or such other Equity Interest) is not readily tradable on an established securities market, Market Price shall be reasonably determined in good faith by a third party appraisal firm mutually agreed by the Grantor and the Optionholder.

“Merger Event” means, in respect of shares of Common Stock, any (i) reclassification or change of such shares of Common Stock that results in a transfer of or an irrevocable commitment to transfer all of such shares of Common Stock outstanding to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of the Company with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which the Company is the continuing entity and which does not result in a reclassification or change of all of such shares of Common Stock outstanding), (iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100% of the outstanding shares of Common Stock of the Company that results in a transfer of or an irrevocable commitment to transfer all such shares of Common Stock (other than such shares of Common Stock owned or controlled by such other entity or person), or (iv) consolidation, amalgamation, merger or binding share exchange of the Company or its subsidiaries with or into another entity in which the Company is the continuing entity and which does not result in a reclassification or change of all such shares of Common Stock outstanding but results in the outstanding shares of Common Stock (other than shares of Common Stock owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding shares of Common Stock immediately following such event.

“Newco-DT Option Instrument” the Newco-DT Call Option instrument, dated as of June 22, 2020, between T-Mobile Agent, as grantor thereunder, and DT, as optionholder thereunder (as amended, restated, modified or supplemented from time to time).

“Notice of Exercise” means the Form of Notice of Exercise attached as Annex A hereto.

“Option” means this SB-DT Call Option, issued on the Issue Date specified above by the Grantor to the Optionholder (as amended restated, modified or supplemented from time to time).

“Option Property” has the meaning set forth in Section 12(iv).

“Option Shares” has the meaning set forth in Section 2(i).

“Optionholder” has the meaning set forth in Section 2(i).

“Partial Transfer” has the meaning set forth in Section 8.

“Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

“Project 6” means Delaware Project 6 L.L.C., a limited liability company organized in the state of Delaware and a wholly owned subsidiary of SoftBank.

“Proxy Agreement” means the Proxy, Lock-Up and ROFR Agreement, dated as of April 1, 2020, by and between SoftBank and DT (as amended, restated, modified or supplemented from time to time, including, without limitation, pursuant to the letter agreement, dated as of June 22, 2020, between DT and SoftBank).

“Purchaser” has the meaning set forth in Section 8.

“SB-Newco Option Instrument” means the SB-Newco Call Option instrument, dated as of June 22, 2020, between SBGC or its successor, as grantor thereunder, and T-Mobile Agent, as optionholder thereunder (as amended, restated, modified or supplemented from time to time).

“SBGC” means SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales and wholly owned subsidiary of SoftBank.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Security Agreement” means a pledge and security agreement in respect of this Option to create in favor of the Optionholder a security interest in all right, title and interest of the Grantor (or its successor) in an amount of shares of Common Stock equal to the number of Option Shares exercisable under this Option and any proceeds thereof (as amended, restated, modified or supplemented from time to time).

“SoftBank” means SoftBank Group Corp., a Japanese kabushiki kaisha.

“T-Mobile Agent” means T-Mobile Agent LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company.

“Trading Day” means a day on which The NASDAQ Global Select Market is open for trading.

“Transferred Shares” has the meaning set forth in Section 2(ii).

“VWAP” means with respect to Common Stock, the volume weighted average price per share of Common Stock on The NASDAQ Global Select Market as reported on Bloomberg L.P. page “TMUS US Equity AQR” (or any successor page thereto) or, if not available, by another authoritative source mutually agreed by the Grantor and the Optionholder in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day.

2.            Number of Option Shares; Exercise Price.

(i)            This certifies that, for value received, DT or its permitted assigns (the “Optionholder”) is entitled, upon the terms hereinafter set forth, to acquire from the Grantor, in whole or in part, up to an aggregate of 56,586,144 fully paid and nonassessable shares of Common Stock (the “Option Shares”), at a purchase price per share of Common Stock equal to the Exercise Price.  The Option Shares and the Exercise Price are subject to adjustment as provided herein (including under Section 2(ii), Section 3(i) and Section 12 hereof), and all references to “Common Stock,” “Option Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.

(ii)            If the Margin Loan Borrower transfers any shares of Common Stock as a result of (x) foreclosure on such shares under the Margin Loan (such shares, the “Foreclosure Transferred Shares”) or (y) a purchase pursuant to the Margin Loan ROFR of such shares (such shares, the “Margin Loan ROFR Transferred Shares” and, together with the Foreclosure Transferred Shares, the “Transferred Shares”), then the number of Option Shares shall automatically be reduced by a number (rounded to the nearest whole number of shares) equal to the number of such Transferred Shares; provided that subsequent to any Partial Transfer such reduction shall be allocated pro rata among this Option and each other Option exchanged for the Option originally issued on the Issue Date.

(iii)           The Optionholder shall be responsible for satisfying all legal requirements applicable to its exercise of this Option, and the Grantor shall not be required to settle this Option if settlement of this Option would violate any applicable legal requirement.

3.            Exercise of Option.

(i)        The right to purchase Option Shares represented by this Option is exercisable, in whole or in part by the Optionholder, at any time or from time to time during the Exercise Period, by (A) the surrender of this Option and the Notice of Exercise attached as Annex A hereto, duly completed and executed on behalf of the Optionholder, at the principal office of the Grantor located at 1 Circle Star Way, San Carlos, CA 94070, Attn: SBGI Legal Team, e-mail: SBGI-Legal@softbank.com and SBGI-FinOps@softbank.com (or such other office or agency of the Grantor as it may designate by notice in writing to the Optionholder) and (B) payment of the Exercise Price for the Option Shares thereby purchased by wire transfer of immediately available funds to an account designated by the Grantor; provided that any purported exercise of this Option made within 20 Trading Days following an event requiring an adjustment pursuant to Section 12 shall be deemed made on the Trading Day immediately following the expiration of such 20-Trading Day period, and shall be effective whether or not such Trading Day occurs after the Expiration Time.

(ii)            If the Optionholder does not exercise this Option in its entirety, the Optionholder shall be entitled to receive from the Grantor, upon request, a new option of like tenor in substantially identical form and on the same terms for the purchase of that number of Option Shares equal to the difference between the number of Option Shares subject to this Option and the number of Option Shares as to which this Option is so exercised.

4.            Delivery of Option Shares.  The Option Shares acquired upon exercise of this Option shall be delivered no later than the second Business Day following the date of exercise of this Option in book-entry form.  The Grantor hereby represents and warrants that the Option Shares are validly issued, fully paid and nonassessable and, upon delivery to the Optionholder shall be free of any liens or encumbrances.  The Optionholder hereby acknowledges that Option Shares acquired upon exercise of this Option have not been registered under the Securities Act and must be held indefinitely unless such Option Shares are subsequently registered under the Securities Act or an exemption from such registration is available, and the Company is under no obligation to register the Option Shares.

5.            No Fractional Shares.  No fractional Option Shares or other Equity Interests representing fractional Option Shares or other Equity Interests shall be issued or obtained upon any exercise of this Option.  In lieu of any fractional share to which the Optionholder would otherwise be entitled, the Optionholder shall be entitled to receive a cash payment equal to the Market Price of the Common Stock or such other Equity Interests on the last trading day preceding the date of exercise less the Exercise Price for such fractional share.

6.            No Rights as Stockholders.  Except as otherwise provided by the terms of this Option, this Option does not entitle the Optionholder to (i) receive dividends or other distributions, (ii) consent to any action of the stockholders of the Company, (iii) receive notice of or vote at any meeting of the stockholders, (iv) receive notice of

any other proceedings of the Company or (v) exercise any other rights whatsoever, in any such case, as a stockholder of the Company prior to the date of exercise hereof.

7.            Charges, Taxes and Expenses.  Issuance of this Option and the delivery of any shares of Common Stock or other Equity Interests to the Optionholder upon the exercise of this Option shall be made without charge to the Optionholder for any transfer tax or other incidental expense in respect of such delivery, all of which taxes and expenses shall be paid by the Grantor.

8.            Transfer and Assignment.  Subject to applicable securities laws, the Optionholder shall have the right to pledge, transfer or assign its rights and obligations hereunder, in whole or in part, to (a) the Company, (b) any wholly-owned subsidiary of the Optionholder (so long as such transferee remains a wholly-owned subsidiary of the Optionholder) or (c) any Person that is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act (each such Person, a “Purchaser”); provided that a Purchaser shall, as a condition for such transfer or assignment, provide to the Grantor a duly executed certificate in the form of Annex B hereto and an executed joinder to the Security Agreement and any intercreditor agreement entered into in connection with the Margin Loan in a form reasonably satisfactory to the Grantor.  In addition, SBGC shall have the right to assign its rights and obligations hereunder as the Grantor solely to Project 6; provided that in connection with such assignment, SBGC shall simultaneously assign all of its rights and obligations under the Security Agreement (if any) and the SB-Newco Option Instrument to Project 6 and Project 6 shall be deemed to make each representation and warranty set forth in Section 13(ii) for the benefit of SBGC and the Optionholder as a condition for such assignment; and provided, further, that upon such assignment SBGC shall be absolutely and unconditionally released from its obligations hereunder.  Other than the assignment by SBGC to Project 6 contemplated in the immediately preceding sentence, the Grantor shall not have the right to assign or transfer its rights and obligations hereunder, in whole or in part, to any person without the prior written consent of the Optionholder.  Upon a transfer by the Optionholder permitted by this Section 8, this Option shall be transferrable upon surrender of this Option to the office or agency of the Grantor described in Section 3, and a new Option of the same tenor and date as this Option but registered in the name of one or more transferees shall be made and delivered by the Grantor to each Purchaser at each such address furnished to the Grantor.  If the transferring holder does not transfer the entirety of its rights to purchase all Option Shares hereunder (each such transfer, a “Partial Transfer”), such holder shall be entitled to receive from the Grantor a new Option in substantially identical form for the purchase of that number of Option Shares as to which the right to purchase was not transferred and otherwise substantially on the same terms as the original Option prior to the Partial Transfer.  Each Partial Transfer must transfer or assign rights to purchase a minimum of 5,000,000 Option Shares, or, if rights to purchase less than 5,000,000 Option Shares are exercisable hereunder, all rights to purchase Option Shares then exercisable hereunder.  All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new Options pursuant to this Section 8 shall be paid by the Grantor, other than the costs and expenses of counsel or any other advisor to the Optionholder and its transferee.

9.            Registry of Option.  The Grantor shall maintain a registry showing the name and address of the Optionholder as the registered holder of this Option.  This Option may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Grantor, and the Grantor shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

10.            Loss, Theft, Destruction or Mutilation of Option.  Upon receipt by the Grantor of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Option, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity or security reasonably satisfactory to the Grantor, or, in the case of any such mutilation, upon surrender and cancellation of this Option, the Grantor shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Option, a new Option of like tenor and representing the right to purchase the same aggregate number of Option Shares as provided for in such lost, stolen, destroyed or mutilated Option.

11.            Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding day that is a Business Day.

12.            Adjustments and Other Rights.  The Exercise Price and Option Shares subject to this Option shall be subject to adjustment from time to time as follows; provided that if more than one subsection of this Section 12 is applicable to a single event, the subsection shall be applied that produces the largest adjustment, no single event shall cause an adjustment under more than one subsection of this Section 12 so as to result in duplication and for the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Option Shares subject to this Option shall be made pursuant to this Section 12.

(i)            Stock Splits, Subdivisions, Reclassifications or Combinations.  If the Company shall at any time or from time to time (a) declare, order, pay or make a dividend or make a distribution on its Common Stock in shares of Common Stock, (b) split, subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares or (c) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, the number of Option Shares subject to this Option at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification shall be proportionately adjusted so that the Optionholder immediately after such record date or effective date, as the case may be, shall be entitled to purchase the number of shares of Common Stock which such holder would have owned or been entitled to receive in respect of the shares of Common Stock subject to this Option after such date had this Option been exercised in full immediately prior to such record date or effective date, as the case may be.  In the event of such adjustment, the Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification shall be immediately adjusted to the number obtained by dividing (x) the product of (1) the number of Option Shares subject to this Option in full before the adjustment determined pursuant to the immediately preceding sentence and (2) the Exercise Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, split, subdivision, combination or reclassification giving rise to such adjustment by (y) the new number of Option Shares subject to this Option in full determined pursuant to the immediately preceding sentence.

(ii)            Distributions.  If the Company shall fix a record date for the making of a dividend or other distribution (by spin-off or otherwise) on shares of Common Stock other than any cash dividend, whether in Equity Interests of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including Equity Interests, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, excluding (x) dividends or distributions subject to adjustment pursuant to Section 12(i) or (y) dividends or distributions of rights in connection with the adoption of a stockholder rights plan in customary form (including with respect to the receipt of such rights in respect of shares of Common Stock issued subsequent to the initial dividend or distribution of such rights), then in each such case, in addition to the number of Option Shares subject to this Option, the Optionholder shall be entitled to receive such Equity Interests of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including Equity Interests, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, that a holder of such number of shares of Common Stock on such record date would have been entitled to receive as a result of such dividend or other distribution.  For purposes of the foregoing, in the event that such dividend or distribution in question is ultimately not so made, the number of Option Shares subject to this Option then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to make such dividend or distribution, to the number of Option Shares that would then be subject this Option if such record date had not been fixed.  The provisions of this Section 12 shall apply in respect of any Equity Interests that the Optionholder may become entitled to receive by operation of this Section 12(ii).

(iii)       Merger Event.  In case of any Merger Event, notwithstanding anything to the contrary contained herein, the Optionholder’s right to receive Option Shares upon exercise of this Option shall be converted, effective upon the occurrence of such Merger Event, into the right to exercise this Option to acquire the number of shares of stock or other securities or property (other than cash) that the Common Stock subject to (at the time of such Merger Event) this Option immediately prior to such Merger Event would have been entitled to receive upon consummation of such Merger Event (assuming for this purpose that any election to receive cash in respect of shares of Common Stock is made for the maximum amount of cash that may be delivered).

(iv)        Calculation of Certain Option Property.  Notwithstanding anything to the contrary, in the event that any Equity Interests, other securities of the Company or any other Person or any other property that the Optionholder may become entitled to receive by operation of this Section 12 (individually and collectively, “Option Property”) shall, by its terms, in whole or in part, (x) mature or expire prior to the Expiration Time, or (y) require the

giving of any notice or the taking of any action the failure of either of which could result in (1) the forfeiture of rights or value to which the holder thereof would otherwise be entitled prior to the Expiration Time or (2) the maturation or expiration of such Option Property prior to the Expiration Time, then the Exercise Price shall be reduced by the fair market value of such Option Property determined in accordance with this Section 12(iv).  The fair market value of Option Property that is listed or traded on an exchange or the prices for which are available on a quotation system shall be the last sale price for such Option Property on such exchange or quotation system.  If such Option Property is not listed or traded an exchange or quotation system, the Grantor shall determine the fair market value of such Option Property based on prices for such Option Property obtained from several leading dealers in the market for such Option Property, or if such prices are not available to the Grantor notwithstanding its commercially reasonable efforts so to procure, the fair market value of such Option Property shall be determined by a nationally recognized investment banking, accounting or valuation firm mutually agreed by the Grantor and the Optionholder.

(v)          Statement Regarding Adjustments.  Whenever the Exercise Price or the number of Option Shares subject to this Option shall be adjusted as provided in this Section 12, the Grantor shall determine the amount and form of any such adjustment in good faith and in a commercially reasonable manner and shall prepare a statement showing in reasonable detail the basis for such determination (including any quotations, market data or information from internal or external sources, and any assumptions, used in making such determination) and cause a copy of such statement to be delivered to the Optionholder as promptly as practicable and in no event later than 5 Business Days following its determination regarding such adjustment.

(vi)         Notice of Adjustment Event.  In the event that the Company takes any action of the type described in this Section 12 (but only if the action of the type described in this Section 12 would result in an adjustment in the Exercise Price or the number of Option Shares subject to this Option or a change in the type of securities or property to be delivered upon exercise of this Option), the Grantor shall provide written notice to the Optionholder, which notice shall set forth the facts with respect thereto as shall be reasonably necessary to indicate the proposed effect on the Exercise Price and the number, kind or class of shares or other securities or property which upon the delivery of such shares or other securities or property to a holder of Common Stock, is expected to be deliverable to the Optionholder upon exercise of this Option and show in reasonable detail the basis for such determination (including any quotations, market data or information from internal or external sources, and any assumptions, used in making such determination).

(vii)        Adjustment Rules.  Any adjustments pursuant to this Section 12 shall be made successively whenever an event referred to herein shall occur.  If an adjustment in the Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Common Stock, then such adjustment in the Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Common Stock.

13.            Representations.

(i)            The Optionholder represents and warrants to, and agrees with, the Grantor that:

(a)            It is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act.

(b)            (1) It is acting for its own account, and it has made its own independent decisions to enter into this Option and as to whether this Option is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary, (2) it is not relying on any communication (written or oral) of the other party or any of the other party’s affiliates as investment advice or as a recommendation to enter into this Option (it being understood that information and explanations related to the terms and conditions of this Option shall not be considered investment advice or a recommendation to enter into this Option) and (3) no communication (written or oral) received from the other party or any of the other party’s affiliates shall be deemed to be an assurance or guarantee as to the expected results of transactions contemplated by this Option.

(ii)            The Grantor represents and warrants to, and agrees with, the Optionholder that:

(a)          It is duly organized and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, is in good standing; it has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of this Option; such execution, delivery and performance have been duly authorized by all necessary corporate action on its part; and this Option has been duly and validly executed and delivered by the Grantor and constitutes its valid and binding obligation, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)          Neither the execution and delivery of this Option nor the incurrence or performance of the obligations of such party hereunder will conflict with or result in a breach of (1) the certificate of incorporation or by laws (or any equivalent documents) of the Grantor, (2) any law or regulation, applicable to it, or any order, writ, injunction or decree of any court or governmental authority or agency applicable to the Grantor, or (3) any agreement or instrument to which the Grantor is a party or by which it is bound or to which it is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument, except, in the case of clause (3), to the extent that such conflict, breach, default or lien would not have a material adverse effect on the Grantor, this Option or the Optionholder’s rights or obligations relating to this Option, or the power or ability of the Grantor to execute and deliver this Option or perform its obligations hereunder.

(c)            No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by the Grantor of this Option, except such as have been obtained or made or the absence of which would not have a material adverse effect on such party, this Option or the Optionholder’s rights or obligations relating to this Option, or the power or ability of the Grantor to execute and deliver this Option or perform its obligations hereunder and except such as may be required under the Securities Act or state securities laws and except for filings with the Securities and Exchange Commission.

14.            Tax Matters.

(i)            Upon the reasonable request of the Optionholder, the Grantor agrees to deliver to the Optionholder, as applicable, a U.S. Internal Revenue Service Form W-8 or Form W-9 (or successor thereto), and the Optionholder agrees to deliver to the Grantor, as applicable, a U.S. Internal Revenue Service Form W-8 or Form W-9 (or successor thereto) and any other tax forms or documentation requested by the Grantor that Optionholder is eligible to deliver.

(ii)        The Optionholder and any of its affiliates shall be entitled to deduct and withhold from any amount payable pursuant to this Option such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable tax law.  To the extent amounts are so withheld and paid over to or deposited with the relevant taxing authority, such deducted and withheld amounts shall be treated for all purposes of this Option as having been paid to the person in respect of which such deduction and withholding was made.  The parties shall, and shall cause their representatives and affiliates to, reasonably cooperate to reduce or eliminate any amount required to be deducted and withheld pursuant to this Section 14(ii).

(iii)       The Grantor represents and warrants to the Optionholder that it is a private limited company incorporated in England and Wales that is treated as a corporation for U.S. federal income tax purposes.  The Grantor represents and warrants to the Optionholder that Project 6 is a limited liability company organized in the State of Delaware that is treated as disregarded as separate from SoftBank for U.S. federal income tax purposes

15.            Governing Law; Jurisdiction; Forum; Waiver of Trial by Jury.

(i)           THIS OPTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER ANY APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. In

any action between the parties arising out of or relating to this Option, each of the parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, and (c) agrees that it will not bring any such action in any court other than the Court of Chancery for the State of Delaware in and for New Castle County, Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in the State of Delaware, and appellate courts thereof, or, if (and only if) each of such Court of Chancery for the State of Delaware and such federal court finds it lacks subject matter jurisdiction, any state court within the State of Delaware. Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 18 shall be effective service of process for any such action.

(ii)            EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS OPTION IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS OPTION OR THE TRANSACTIONS CONTEMPLATED HEREBY  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS OPTION BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 15(ii).

16.            Binding Effect.  This Option shall be binding upon any successors or assigns of the Grantor.

17.            Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Option may be amended, modified or discharged or waived only by written agreement executed by the parties hereto, and no extension of time for the performance of any of the obligations hereunder shall be valid or binding unless set forth in writing and duly executed by the parties.  Any waiver shall constitute a waiver only with respect to the specific matter described in such written agreement and shall in no way impair the rights of any party granting any waiver in any other respect or at any other time.  The waiver by any of the parties of a breach of, or a default under, any of the provisions hereof, or to exercise any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.  Except as expressly provided in this Option, the rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

18.            Notices.  Unless otherwise provided in this Option, all notices and other communications provided for hereunder shall be dated and in writing and shall be deemed to have been given (i) when delivered, if delivered personally, or sent by registered or certified mail, return receipt requested, postage prepaid, provided that such delivery is completed during normal business hours of the recipient, failing which such notice shall be deemed to have been given on the next Business Day, (ii) on the next Business Day if sent by overnight courier and delivered on such Business Day within ordinary business hours and, if not, the next Business Day following delivery; and (iii) when received, if received during normal business hours and, if not, the next Business Day after receipt, if delivered by e-mail or any means other than those specified above.  In the event that this Option is transferred or assigned, the address of the Optionholder or the Grantor shall be such other address as shall have been furnished to the other party pursuant to Section 8 or this Section 18, as applicable.

	and   SoftBank Group Corp. Tokyo Shiodome Bldg. 1-9-1 Higashi-shimbashi Minato-ku, Tokyo 105-7303 Japan
	Attention: E-mail:	Corporate Officer, Head of Legal Unit sbgrp-legalnotice@g.softbank.co.jp sbgi-legal@softbank.com
	with a copy to (which shall not constitute notice):
	Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004
	Attention:   E-mail:	Robert DeLaMater Sarah Payne DeLaMaterR@sullcrom.com PayneSA@SULLCROM.com
	If to the Optionholder, to:
	Deutsche Telekom AG Friedrich-Ebert-Allee 140 53113 Bonn, Germany
	Attention: E-mail:	Axel Lützner, Head of Legal M&A Axel.Luetzner@telekom.de
	with a copy to (which shall not constitute notice):
	Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019
	Attention:   E-mail:	Richard Hall Andrew C. Elken RHall@cravath.com AElken@cravath.com

19.            Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. To the extent that any such provision is so held to be invalid, illegal or unenforceable, the parties shall in good faith use commercially reasonable efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

20.            Counterparts.  This Option may be signed in any number of counterparts, each of which shall be deemed an original (including signatures delivered via facsimile or electronic mail) with the same effect as if the signatures thereto and hereto were upon the same instrument. The parties hereto may deliver this Option by facsimile or by electronic mail and each party hereto shall be permitted to rely on the signatures so transmitted to the same extent and effect as if they were original signatures.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Grantor has caused this Option to be duly executed by a duly authorized officer.

Dated: June 22, 2020

	SOFTBANK GROUP CAPITAL LTD
	By:
		Name:
		Title:

	Acknowledged and Agreed
	DEUTSCHE TELEKOM AG
	By:
		Name:
		Title:

[Signature Page to SB-DT Call Option]

EXECUTION VERSION

Exhibit 52

SB-NEWCO CALL OPTION

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  INTERESTS IN THIS SECURITY MAY BE OFFERED, REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT IS A “QUALIFIED PURCHASER” (AS DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), AND THE RULES THEREUNDER) FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.  EACH PURCHASER OF THIS SECURITY AND EACH SUBSEQUENT HOLDER OF THIS SECURITY IS REQUIRED TO NOTIFY ANY PURCHASER OF THE ABOVE TRANSFER RESTRICTIONS AND WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND WARRANTIES SET FORTH IMMEDIATELY BELOW AND UNDER SECTION 13 HEREOF.

EACH PURCHASER (INCLUDING SUBSEQUENT TRANSFEREES) OF THIS SECURITY (OR A BENEFICIAL INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED, ACKNOWLEDGED AND AGREED THAT: (1) IT IS PURCHASING THIS SECURITY (OR SUCH BENEFICIAL INTEREST) FOR ITS OWN ACCOUNT, AND NOT WITH A VIEW TO ANY PUBLIC RESALE OR DISTRIBUTION THEREOF; (2) IT UNDERSTANDS AND ACKNOWLEDGES THAT THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY U.S. STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION AND NOTWITHSTANDING THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, THE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED EXCEPT TO AN INVESTOR THAT IS A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) PURSUANT TO RULE 144A THAT IS ALSO A QUALIFIED PURCHASER (AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT AND THE RULES THEREUNDER); (3) IT IS A QUALIFIED INSTITUTIONAL BUYER AND ALSO A QUALIFIED PURCHASER; AND (4) IT AGREES ON ITS OWN BEHALF AND ON BEHALF OF EACH SUBSEQUENT HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF WILL AGREE, TO OFFER, REOFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (I) TO AN INVESTOR WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, SUBJECT IN EACH CASE TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL.

IF ANY PERSON ACQUIRING THIS SECURITY (OR A BENEFICIAL INTEREST HEREIN) IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER (OR FAILS TO MEET THE OTHER REQUIREMENTS SET FORTH HEREIN) AT THE TIME OF ACQUISITION HEREOF, SUCH TRANSACTION WILL BE NULL AND VOID AND OF NO EFFECT.

OPTION

to purchase

44,905,479

Shares of Common Stock of

T-Mobile US, Inc.,

a Delaware Corporation

1.            Definitions.  Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock, $0.00001 par value per share, of the Company.

“Company” means T-Mobile US, Inc., a Delaware corporation.

“DT” means Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany.

“Equity Interests” means any and all (i) shares, interests, participations or other equivalents (however designated) of capital stock or other voting securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (ii) securities convertible into or exchangeable for shares, interests, participations or other equivalents (however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person, and (iii) any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Excess Number” has the meaning set forth in Section 2(ii).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Exercise Price” means the lesser of (x) the Reference Price and (y) the SoftBank Sale Price.

“Expiration Time” means June 22, 2024.

“Floating Option Instrument” means the SB-DT Call Option instrument, dated as of June 22, 2020, between SBGC or its successor, as grantor thereunder, and DT, as optionholder thereunder (as amended, restated, modified or supplemented from time to time).

“Foreclosure Transferred Shares” has the meaning set forth in Section 2(ii).

“Grantor” means SBGC or, following assignment by SBGC of its rights and obligations hereunder to Project 6, Project 6 or its successor.

“Investment Company Act” means the Investment Company Act of 1940, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Issue Date” means June 22, 2020.

“Margin Loan” means the margin loan agreement to be entered into by and among the lenders party thereto and the Margin Loan Borrower to effect a margin loan secured by a pledge of Common Stock permitted to be incurred by the terms of the Proxy Agreement (or as otherwise agreed in writing by DT), as it may be amended, restated, modified or supplemented from time to time.

“Margin Loan Borrower” means Project 6 or any other subsidiary of SoftBank party to the Margin Loan as borrower thereunder.

“Margin Loan ROFR” means the right of DT to purchase Actual ROFR Shares (as defined in the Proxy Agreement) or exercise any similar rights to purchase shares of Common Stock pledged under a Margin Loan (including, for the avoidance of doubt, the right to acquire remaining Compliant Margin Loan Pledged Shares (as defined in the Proxy Agreement) following the purchase of the Actual ROFR Shares (as defined in the Proxy Agreement), in each case as contemplated by the Proxy Agreement and subject to the terms of any intercreditor agreement relating to the applicable Margin Loan.

“Margin Loan ROFR Transferred Shares” has the meaning set forth in Section 2(i).

“Market Price” means, on any date of determination, the last sale price of the Common Stock (or other Equity Interest) as reported on The NASDAQ Global Select Market (as reported on Bloomberg L.P. page “TMUS US Equity HP” (or any successor page thereto)) (or any other exchange or quotation system, if applicable) (or, in the case of other Equity Interest, on such other exchange and page as may be applicable). If the Common Stock (or such other Equity Interest) is not readily tradable on an established securities market, Market Price shall be reasonably determined in good faith by a third party appraisal firm mutually agreed by the Grantor and the Optionholder.

“Matching Option Instrument” means the Newco-DT Call Option instrument, dated as of June 22, 2020, between T-Mobile Agent or its successor, as the grantor thereunder, and DT, as the optionholder thereunder (as amended, restated, modified or supplemented from time to time).

“Matching Option Shares” means the “Option Shares” as defined in and subject to the Matching Option Instrument.

“Matching Optionholder” means the “Optionholder” under the Matching Option Instrument.

“Merger Event” means, in respect of shares of Common Stock, any (i) reclassification or change of such shares of Common Stock that results in a transfer of or an irrevocable commitment to transfer all of such shares of Common Stock outstanding to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of the Company with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which the Company is the continuing entity and which does not result in a reclassification or change of all of such shares of Common Stock outstanding), (iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100% of the outstanding shares of Common Stock of the Company that results in a transfer of or an irrevocable commitment to transfer all such shares of Common Stock (other than such shares of Common Stock owned or controlled by such other entity or person), or (iv) consolidation, amalgamation, merger or binding share exchange of the Company or its subsidiaries with or into another entity in which the Company is the continuing entity and which does not result in a reclassification or change of all such shares of Common Stock outstanding but results in the outstanding shares of Common Stock (other than shares of Common Stock owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding shares of Common Stock immediately following such event.

“Notice of Exercise” means the Form of Notice of Exercise attached as Annex A hereto.

“Option” means this SB-Newco Call Option, issued on the Issue Date specified above by the Grantor to the Optionholder (as amended, restated, modified or supplemented from time to time).

“Option Property” has the meaning set forth in Section 12(iv).

“Option Shares” has the meaning set forth in Section 2(i).

“Optionholder” has the meaning set forth in Section 2(i).

“Partial Transfer” has the meaning set forth in Section 8.

“Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

“Project 6” means Delaware Project 6 L.L.C., a limited liability company organized in the state of Delaware and a wholly owned subsidiary of SoftBank.

“Proxy Agreement” means the Proxy, Lock-Up and ROFR Agreement, dated as of April 1, 2020, by and between SoftBank and DT (as amended, restated, modified or supplemented from time to time, including, without limitation, pursuant to the letter agreement, dated as of June 22, 2020, between DT and SoftBank).

“Purchaser” has the meaning set forth in Section 8.

“Reference Price” means $106.90.

“SBGC” means SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales and wholly owned subsidiary of SoftBank.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Security Agreement” means a pledge and security agreement in respect of this Option to create in favor of the Optionholder a security interest in all right, title and interest of the Grantor (or its successor) in an amount of shares of Common Stock equal to the number of Option Shares exercisable under this Option and any proceeds thereof (as amended, restated, modified or supplemented from time to time).

“SoftBank” means SoftBank Group Corp., a Japanese kabushiki kaisha.

“SoftBank Sale Price” means the volume weighted average price of the SoftBank Shares sold in one or more underwritten public offerings of Common Stock, which may include one or more “synthetic secondary offerings” undertaken through the Company, in each case during the period beginning on the Issue Date and ending on the earlier of (i) the date six months following the Issue Date and (ii) the close of business on the Business Day immediately preceding the date of delivery of the first Notice of Exercise, calculated after all discounts, commissions, spreads, fees or other similar amounts as determined by, or agreed to with, the underwriters, placement agents or other persons performing similar functions in connection with such public offerings.

“SoftBank Shares” means up to 193,314,426 shares of Common Stock that SBGC may sell on or prior to the date that is six months following the Issue Date.

“T-Mobile Agent” means T-Mobile Agent LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company.

“Transferred Shares” has the meaning set forth in Section 2(ii).

2.            Number of Option Shares; Exercise Price.

(i)              This certifies that, for value received, T-Mobile Agent or its permitted assigns (the “Optionholder”) is entitled, upon the terms hereinafter set forth, to acquire from the Grantor, in whole or in part, up to an aggregate of 44,905,479 fully paid and nonassessable shares of Common Stock (the “Option Shares”), at a purchase price per share of Common Stock equal to the Exercise Price.  The Option Shares and the Exercise Price

are subject to adjustment as provided herein (including under Section 2(ii), Section 3(i) and Section 12 hereof), and all references to “Common Stock,” “Option Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.

(ii)              If (a) the Margin Loan Borrower transfers any shares of Common Stock as a result of (x) foreclosure on such shares under the Margin Loan (such shares, the “Foreclosure Transferred Shares”) or (y) a purchase pursuant to the Margin Loan ROFR of such shares (such shares, the “Margin Loan ROFR Transferred Shares” and, together with the Foreclosure Transferred Shares, the “Transferred Shares”) and (b) the number of Transferred Shares exceeds the number of shares of Common Stock subject to the Floating Option Instrument immediately prior to such foreclosure or purchase (the amount of such excess being the “Excess Number”), then the number of Option Shares shall automatically be reduced by a number (rounded to the nearest whole number of shares) equal to the Excess Number; provided that subsequent to any Partial Transfer such reduction shall be allocated pro rata among this Option and each other Option exchanged for the Option originally issued on the Issue Date.

(iii)              The Optionholder shall be responsible for satisfying all legal requirements applicable to its exercise of this Option, and the Grantor shall not be required to settle this Option if settlement of this Option would violate any applicable legal requirement.

3.            Exercise of Option.

(i)              Subject to Section 3(iii) and Section 4(ii), the right to purchase Option Shares represented by this Option is exercisable, in whole or in part by the Optionholder, at any time or from time to time from and after the Issue Date but in no event later than the Expiration Time, by (A) the surrender of this Option and the Notice of Exercise attached as Annex A hereto, duly completed and executed on behalf of the Optionholder, at the principal office of the Grantor located at 1 Circle Star Way, San Carlos, CA 94070, Attn: SBGI Legal Team, e-mail: SBGI-Legal@softbank.com and SBGI-FinOps@softbank.com (or such other office or agency of the Grantor as it may designate by prior written or e-mail notice in writing to the Optionholder at such address or e-mail address) and (B) payment of the Exercise Price for the Option Shares thereby purchased by wire transfer of immediately available funds to an account designated by the Grantor.

(ii)              If the Optionholder does not exercise this Option in its entirety, the Optionholder shall be entitled to receive from the Grantor, upon request, a new option of like tenor in substantially identical form and on the same terms for the purchase of that number of Option Shares equal to the difference between the number of Option Shares subject to this Option and the number of Option Shares as to which this Option is so exercised.

(iii)              Prior to the termination of the Matching Option Instrument, the right to purchase Option Shares represented by this Option shall (absent advance written notification by the Optionholder to the Grantor that matched exercise shall not apply) automatically be exercised, without any further action required on the part of the Optionholder, upon any exercise by a Matching Optionholder of the right to purchase Matching Option Shares under the Matching Option Instrument.  Upon any such exercise by a Matching Optionholder, the Optionholder shall be deemed to have exercised its right to purchase Option Shares in an amount equal to the number of Matching Option Shares purchased by such Matching Optionholder pursuant to such exercise.

4.            Delivery of Option Shares.

(i)              The Option Shares acquired upon exercise of this Option shall be delivered no later than the second Business Day following the date of exercise of this Option in book-entry form.  The Grantor hereby represents and warrants that the Option Shares are validly issued, fully paid and nonassessable and, upon delivery to the Optionholder shall be free of any liens or encumbrances.  The Optionholder hereby acknowledges that Option Shares acquired upon exercise of this Option have not been registered under the Securities Act and must be held indefinitely unless such Option Shares are subsequently registered under the Securities Act or an exemption from such registration is available, and the Company is under no obligation to register the Option Shares.

(ii)              Prior to the termination of the Matching Option Instrument, the Option Shares acquired upon exercise of this Option shall be delivered by the Grantor directly to the Matching Optionholder against payment

or delivery of the Exercise Price by the Matching Optionholder directly to the Grantor.  Such delivery of the Option Shares by the Grantor to the Matching Optionholder shall be deemed for all purposes to satisfy the Grantor’s obligation to deliver the Option Shares to the Optionholder hereunder and such delivery of the Exercise Price by the Matching Optionholder to the Grantor shall be deemed for all purposes to satisfy the Optionholder’s obligation to deliver the Exercise Price to the Grantor hereunder.

5.            No Fractional Shares.  No fractional Option Shares or other Equity Interests representing fractional Option Shares or other Equity Interests shall be issued or obtained upon any exercise of this Option.  In lieu of any fractional share to which the Optionholder would otherwise be entitled, the Optionholder shall be entitled to receive a cash payment equal to the Market Price of the Common Stock or such other Equity Interests on the last trading day preceding the date of exercise less the Exercise Price for such fractional share.

6.            No Rights as Stockholders.  Except as otherwise provided by the terms of this Option, this Option does not entitle the Optionholder to (i) receive dividends or other distributions, (ii) consent to any action of the stockholders of the Company, (iii) receive notice of or vote at any meeting of the stockholders, (iv) receive notice of any other proceedings of the Company or (v) exercise any other rights whatsoever, in any such case, as a stockholder of the Company prior to the date of exercise hereof.

7.            Charges, Taxes and Expenses.  Issuance of this Option and the delivery of any shares of Common Stock or other Equity Interests to the Optionholder upon the exercise of this Option shall be made without charge to the Optionholder for any transfer tax or other incidental expense in respect of such delivery, all of which taxes and expenses shall be paid by the Grantor.

8.            Transfer and Assignment. Subject to applicable securities laws, the Optionholder shall have the right to pledge, transfer or assign its rights and obligations hereunder, in whole or in part, on or after termination of the Matching Option Instrument, to (a) the Company, (b) any wholly-owned subsidiary of the Optionholder (so long as such transferee remains a wholly-owned subsidiary of the Optionholder) or (c) any Person that is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act (each such Person, a “Purchaser”); provided that a Purchaser shall, as a condition for such transfer or assignment, provide to the Grantor a duly executed certificate in the form of Annex B hereto and an executed joinder to the Security Agreement and any intercreditor agreement entered into in connection with the Margin Loan in a form reasonably satisfactory to the Grantor.  In addition, SBGC shall have the right to assign its rights and obligations hereunder as the Grantor solely to Project 6; provided that in connection with such assignment, SBGC shall simultaneously assign all of its rights and obligations under the Security Agreement (if any) and the Floating Option Instrument to Project 6 and Project 6 shall be deemed to make each representation and warranty set forth in Section 13(ii) for the benefit of SBGC and the Optionholder as a condition for such assignment; and provided, further, that upon such assignment SBGC shall be absolutely and unconditionally released from its obligations hereunder.  Other than the assignment by SBGC to Project 6 contemplated in the immediately preceding sentence, the Grantor shall not have the right to assign or transfer its rights and obligations hereunder, in whole or in part, to any person without the prior written consent of Newco.  Upon a transfer by the Optionholder permitted by this Section 8, this Option shall be transferrable upon surrender of this Option to the office or agency of the Grantor described in Section 3, and a new Option of the same tenor and date as this Option but registered in the name of one or more transferees shall be made and delivered by the Grantor to each Purchaser at each such address furnished to the Grantor.  If the transferring holder does not transfer the entirety of its rights to purchase all Option Shares hereunder (each such transfer, a “Partial Transfer”), such holder shall be entitled to receive from the Grantor a new Option in substantially identical form for the purchase of that number of Option Shares as to which the right to purchase was not transferred and otherwise substantially on the same terms as the original Option prior to the Partial Transfer.  Each Partial Transfer must transfer or assign rights to purchase a minimum of 5,000,000 Option Shares, or, if rights to purchase less than 5,000,000 Option Shares are exercisable hereunder, all rights to purchase Option Shares then exercisable hereunder.  All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new Options pursuant to this Section 8 shall be paid by the Grantor, other than the costs and expenses of counsel or any other advisor to the Optionholder and its transferee.

Notwithstanding anything to the contrary contained herein, the Grantor acknowledges and agrees that for so long as T-Mobile Agent is the Optionholder, the Optionholder shall be entitled to assign and transfer its rights and obligations hereunder, in whole or in part, to any Matching Optionholder as contemplated in Section 3(iii) of the

Matching Option Instrument. The Grantor agrees to assist Optionholder in effectuating any such transfer and assignment, including upon surrender of this Option, issuing new Options registered in the name of each Matching Optionholder to whom this Option has been assigned and transferred (in whole or in part) and taking such other actions as the Optionholder may reasonably require from time to time in order to carry out any assignment and transfer pursuant to Section 3(iii) of the Matching Option Instrument.

9.            Registry of Option.  The Grantor shall maintain a registry showing the name and address of the Optionholder as the registered holder of this Option.  This Option may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Grantor, and the Grantor shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

10.            Loss, Theft, Destruction or Mutilation of Option.  Upon receipt by the Grantor of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Option, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity or security reasonably satisfactory to the Grantor, or, in the case of any such mutilation, upon surrender and cancellation of this Option, the Grantor shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Option, a new Option of like tenor and representing the right to purchase the same aggregate number of Option Shares as provided for in such lost, stolen, destroyed or mutilated Option.

11.            Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding day that is a Business Day.

12.            Adjustments and Other Rights.  The Exercise Price and Option Shares subject to this Option shall be subject to adjustment from time to time as follows; provided that if more than one subsection of this Section 12 is applicable to a single event, the subsection shall be applied that produces the largest adjustment, no single event shall cause an adjustment under more than one subsection of this Section 12 so as to result in duplication and for the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Option Shares subject to this Option shall be made pursuant to this Section 12.

(i)              Stock Splits, Subdivisions, Reclassifications or Combinations.  If the Company shall at any time or from time to time (a) declare, order, pay or make a dividend or make a distribution on its Common Stock in shares of Common Stock, (b) split, subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares or (c) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, the number of Option Shares subject to this Option at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification shall be proportionately adjusted so that the Optionholder immediately after such record date or effective date, as the case may be, shall be entitled to purchase the number of shares of Common Stock which such holder would have owned or been entitled to receive in respect of the shares of Common Stock subject to this Option after such date had this Option been exercised in full immediately prior to such record date or effective date, as the case may be.  In the event of such adjustment, the Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification shall be immediately adjusted to the number obtained by dividing (x) the product of (1) the number of Option Shares subject to this Option in full before the adjustment determined pursuant to the immediately preceding sentence and (2) the Exercise Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, split, subdivision, combination or reclassification giving rise to such adjustment by (y) the new number of Option Shares subject to this Option in full determined pursuant to the immediately preceding sentence.

(ii)              Distributions.  If the Company shall fix a record date for the making of a dividend or other distribution (by spin-off or otherwise) on shares of Common Stock, whether in cash, Equity Interests of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including Equity Interests, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, excluding (x) dividends or distributions subject to adjustment pursuant to Section 12(i) or (y) dividends or distributions of rights in connection with the adoption of a stockholder rights plan in customary form (including with respect to the receipt of such rights in respect of shares of Common Stock issued subsequent to the initial dividend or distribution of such rights), then (a) in the case of any such cash dividend or distribution, the Exercise Price in

effect immediately prior to such record date shall be reduced by the gross amount of such cash dividend or distribution without giving effect to any withholding or deduction of taxes at the source by or on behalf of any applicable authority having power to tax in respect of such cash dividend or distribution and (b) in each such other case, in addition to the number of Option Shares subject to this Option, the Optionholder shall be entitled to receive such Equity Interests of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including Equity Interests, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, that a holder of such number of shares of Common Stock on such record date would have been entitled to receive as a result of such dividend or other distribution.  For purposes of the foregoing, in the event that such dividend or distribution in question is ultimately not so made, the Exercise Price and the number of Option Shares subject to this Option then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to make such dividend or distribution, to the Exercise Price that would then be in effect and the number of Option Shares that would then be subject this Option if such record date had not been fixed.  The provisions of this Section 12 shall apply in respect of any Equity Interests that the Optionholder may become entitled to receive by operation of this Section 12(ii).

(iii)              Merger Event.  In case of any Merger Event, notwithstanding anything to the contrary contained herein, (a) the Exercise Price shall be reduced (but not below zero) by the amount of cash, if any, forming part of the merger consideration per share of Common Stock (assuming for this purpose that any election to receive cash in respect of shares of Common Stock is made for the maximum amount of cash that may be delivered) and (b) the Optionholder’s right to receive Option Shares upon exercise of this Option shall be converted, effective upon the occurrence of such Merger Event, into the right to exercise this Option to acquire the number of shares of stock or other securities or property (including cash) that the Common Stock subject to (at the time of such Merger Event) this Option immediately prior to such Merger Event would have been entitled to receive upon consummation of such Merger Event (assuming for this purpose that any election to receive cash in respect of shares of Common Stock is made for the maximum amount of cash that may be delivered).

(iv)              Calculation of Certain Option Property.  Notwithstanding anything to the contrary, in the event that any Equity Interests, other securities of the Company or any other Person or any other property that the Optionholder may become entitled to receive by operation of this Section 12 (individually and collectively, “Option Property”) shall, by its terms, in whole or in part, (x) mature or expire prior to the Expiration Time, or (y) require the giving of any notice or the taking of any action the failure of either of which could result in (1) the forfeiture of rights or value to which the holder thereof would otherwise be entitled prior to the Expiration Time or (2) the maturation or expiration of such Option Property prior to the Expiration Time, then the Exercise Price shall be reduced by the fair market value of such Option Property determined in accordance with this Section 12(iv).  The fair market value of Option Property that is listed or traded on an exchange or the prices for which are available on a quotation system shall be the last sale price for such Option Property on such exchange or quotation system.  If such Option Property is not listed or traded an exchange or quotation system, the Grantor shall determine the fair market value of such Option Property based on prices for such Option Property obtained from several leading dealers in the market for such Option Property, or if such prices are not available to the Grantor notwithstanding its commercially reasonable efforts so to procure, the fair market value of such Option Property shall be determined by a nationally recognized investment banking, accounting or valuation firm mutually agreed by the Grantor and the Optionholder.

(v)              Statement Regarding Adjustments.  Whenever the Exercise Price or the number of Option Shares subject to this Option shall be adjusted as provided in this Section 12, the Grantor shall determine the amount and form of any such adjustment in good faith and in a commercially reasonable manner and shall prepare a statement showing in reasonable detail the basis for such determination (including any quotations, market data or information from internal or external sources, and any assumptions, used in making such determination) and cause a copy of such statement to be delivered to the Optionholder as promptly as practicable and in no event later than 5 Business Days following its determination regarding such adjustment.

(vi)              Notice of Adjustment Event.  In the event that the Company takes any action of the type described in this Section 12 (but only if the action of the type described in this Section 12 would result in an adjustment in the Exercise Price or the number of Option Shares subject to this Option or a change in the type of securities or property to be delivered upon exercise of this Option), the Grantor shall provide written notice to the Optionholder, which notice shall set forth the facts with respect thereto as shall be reasonably necessary to indicate the proposed effect on the Exercise Price and the number, kind or class of shares or other securities or property which

upon the delivery of such shares or other securities or property to a holder of Common Stock, is expected to be deliverable to the Optionholder upon exercise of this Option and show in reasonable detail the basis for such determination (including any quotations, market data or information from internal or external sources, and any assumptions, used in making such determination).

(vii)             Adjustment Rules.  Any adjustments pursuant to this Section 12 shall be made successively whenever an event referred to herein shall occur.  If an adjustment in the Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Common Stock, then such adjustment in the Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Common Stock.  Prior to the termination of the Matching Option Instrument, any adjustments made pursuant to this Section 12 shall be made in a manner consistent with the adjustments made to the “Option Shares” or “Exercise Price” (in each case as defined in the Matching Option Instrument), as the case be, pursuant to Section 12 of the Matching Option Instrument.

13.            Representations.

(i)               The Optionholder represents and warrants to, and agrees with, the Grantor that:

(a)             It is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act.

(b)            (1) It is not relying on any communication (written or oral) of the other party or any of the other party’s affiliates as investment advice or as a recommendation to enter into this Option (it being understood that information and explanations related to the terms and conditions of this Option shall not be considered investment advice or a recommendation to enter into this Option) and (2) no communication (written or oral) received from the other party or any of the other party’s affiliates shall be deemed to be an assurance or guarantee as to the expected results of transactions contemplated by this Option.

(ii)             The Grantor represents and warrants to, and agrees with, the Optionholder that:

(a)           It is duly organized and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, is in good standing; it has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of this Option; such execution, delivery and performance have been duly authorized by all necessary corporate action on its part; and this Option has been duly and validly executed and delivered by the Grantor and constitutes its valid and binding obligation, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)            Neither the execution and delivery of this Option nor the incurrence or performance of the obligations of such party hereunder will conflict with or result in a breach of (1) the certificate of incorporation or by laws (or any equivalent documents) of the Grantor, (2) any law or regulation, applicable to it, or any order, writ, injunction or decree of any court or governmental authority or agency applicable to the Grantor, or (3) any agreement or instrument to which the Grantor is a party or by which it is bound or to which it is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument, except, in the case of clause (3), to the extent that such conflict, breach, default or lien would not have a material adverse effect on the Grantor, this Option or the Optionholder’s rights or obligations relating to this Option, or the power or ability of the Grantor to execute and deliver this Option or perform its obligations hereunder.

(c)            No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by the Grantor of this Option, except such as have been obtained or made or the absence of which would not have a material adverse effect on such party, this Option or the Optionholder’s rights or obligations relating to this Option,

or the power or ability of the Grantor to execute and deliver this Option or perform its obligations hereunder and except such as may be required under the Securities Act or state securities laws and except for filings with the Securities and Exchange Commission.

14.            Tax Matters.

(i)         Upon the reasonable request of the Optionholder, the Grantor agrees to deliver to the Optionholder, as applicable, a U.S. Internal Revenue Service Form W-8 or Form W-9 (or successor thereto), and the Optionholder agrees to deliver to the Grantor, as applicable, a U.S. Internal Revenue Service Form W-9 (or successor thereto); provided, that upon a transfer to the Purchaser pursuant to Section 8, the Purchaser shall deliver to the Grantor a U.S. Internal Revenue Service Form W-8 or Form W-9 (or successor thereto).

(ii)              The Optionholder and any of its affiliates shall be entitled to deduct and withhold from any amount payable pursuant to this Option such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable tax law.  To the extent that (a) amounts are so withheld and paid over to or deposited with the relevant taxing authority or (b) amounts are withheld and paid over to or deposited with the relevant taxing authority pursuant to Section 14(iv) of the Matching Option Instrument, in each case, such deducted and withheld amounts shall be treated for all purposes of this Option as having been paid to the Grantor.  The parties shall, and shall cause their representatives and affiliates to, reasonably cooperate to reduce or eliminate any amount required to be deducted and withheld pursuant to this Section 14(ii).

(iii)            The Grantor represents and warrants to the Optionholder that it is a private limited company incorporated in England and Wales that is treated as a corporation for U.S. federal income tax purposes.  The Grantor represents and warrants to the Optionholder that Project 6 is a limited liability company organized in the State of Delaware that is treated as disregarded as separate from SoftBank which is treated as a corporation for U.S. federal income tax purposes.

15.            Governing Law; Jurisdiction; Forum; Waiver of Trial by Jury.

(i)              THIS OPTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER ANY APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. In any action between the parties arising out of or relating to this Option, each of the parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, and (c) agrees that it will not bring any such action in any court other than the Court of Chancery for the State of Delaware in and for New Castle County, Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in the State of Delaware, and appellate courts thereof, or, if (and only if) each of such Court of Chancery for the State of Delaware and such federal court finds it lacks subject matter jurisdiction, any state court within the State of Delaware. Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 18 shall be effective service of process for any such action.

(ii)              EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS OPTION IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS OPTION OR THE TRANSACTIONS CONTEMPLATED HEREBY  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS OPTION BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 15(ii).

16.            Binding Effect.  This Option shall be binding upon any successors or assigns of the Grantor.

17.            Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Option may be amended, modified or discharged or waived only by written agreement executed by the parties hereto, and no extension of time for the performance of any of the obligations hereunder shall be valid or binding unless set forth in writing and duly executed by the parties.  Any waiver shall constitute a waiver only with respect to the specific matter described in such written agreement and shall in no way impair the rights of any party granting any waiver in any other respect or at any other time.  The waiver by any of the parties of a breach of, or a default under, any of the provisions hereof, or to exercise any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.  Except as expressly provided in this Option, the rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

18.            Notices.  Unless otherwise provided in this Option, all notices and other communications provided for hereunder shall be dated and in writing and shall be deemed to have been given (i) when delivered, if delivered personally, sent by registered or certified mail, return receipt requested, postage prepaid, provided that such delivery is completed during normal business hours of the recipient, failing which such notice shall be deemed to have been given on the next Business Day, (ii) on the next Business Day if sent by overnight courier and delivered on such Business Day within ordinary business hours and, if not, the next Business Day following delivery; and (iii) when received, if received during normal business hours and, if not, the next Business Day after receipt, if delivered by e-mail or any means other than those specified above; provided that all notices to Optionholder hereunder shall be sent (1) by email to the email address(es) of the Optionholder specified below and (2) by one additional method specified in clause (i) or (ii) above. Such notices shall be delivered to the address set forth below, or to such other address as a party shall have furnished to the other party in accordance with this Section 18.  In the event that this Option is transferred or assigned, the address of the Optionholder or the Grantor shall be such other address as shall have been furnished to the other party pursuant to Section 8 or this Section 18, as applicable.

	If to the Grantor, to:
	SoftBank Group Capital Ltd 69 Grosvenor Street, London, W1K 3JP United Kingdom Attention: SBGI Legal E-mail: sbgi-legal@softbank.com   and   SoftBank Group Corp. Tokyo Shiodome Bldg. 1-9-1 Higashi-shimbashi Minato-ku, Tokyo 105-7303 Japan
	Attention: E-mail:	Corporate Officer, Head of Legal Unit sbgrp-legalnotice@g.softbank.co.jp sbgi-legal@softbank.com
	If to the Grantor, to:
	Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004
	Attention:   E-mail:	Robert DeLaMater Sarah Payne DeLaMaterR@sullcrom.com PayneSA@SULLCROM.com

19.            Counterparts.  This Option may be signed in any number of counterparts, each of which shall be deemed an original (including signatures delivered via facsimile or electronic mail) with the same effect as if the signatures thereto and hereto were upon the same instrument. The parties hereto may deliver this Option by facsimile or by electronic mail and each party hereto shall be permitted to rely on the signatures so transmitted to the same extent and effect as if they were original signatures.

20.            Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. To the extent that any such provision is so held to be invalid, illegal or unenforceable, the parties shall in good faith use commercially reasonable efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

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IN WITNESS WHEREOF, the Grantor has caused this Option to be duly executed by a duly authorized officer.

Dated: June 22, 2020

	SOFTBANK GROUP CAPITAL LTD
	By:
		Name:
		Title:

[Signature Page to SB-Newco Call Option]