NEWCO-DT CALL OPTIONCall Option Agreement • June 24th, 2020 • Deutsche Telekom Ag • Radiotelephone communications • Delaware
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 SECURIT
T-Mobile US, Inc. Lock-Up Agreement June 22, 2020Lock-Up Agreement • June 24th, 2020 • Deutsche Telekom Ag • Radiotelephone communications
MASTER FRAMEWORK AGREEMENTMaster Framework Agreement • June 24th, 2020 • Deutsche Telekom Ag • Radiotelephone communications • Delaware
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 Age
CALL OPTION SUPPORT AGREEMENTCall Option Support Agreement • June 24th, 2020 • Deutsche Telekom Ag • Radiotelephone communications • Delaware
This Call Option Support Agreement, dated as of June 22, 2020 (this “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 a wholly owned subsidiary of SoftBank (“SBGC”), 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”), Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (“DT”), and T-Mobile Agent LLC, a limited liability company organized in the State of Delaware (“Newco”) (each, a “Party” and together, the “Parties”).
SB-DT CALL OPTIONSb-Dt Call Option • June 24th, 2020 • Deutsche Telekom Ag • Radiotelephone communications • Delaware
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 SECURIT
PROXY, LOCK-UP AND ROFR AGREEMENTProxy, Lock-Up and Rofr Agreement • June 24th, 2020 • Deutsche Telekom Ag • Radiotelephone communications • Delaware
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.
