MASTER FRAMEWORK AGREEMENTMaster Framework Agreement • June 26th, 2020 • T-Mobile US, Inc. • 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
T-MOBILE US, INC. 143,392,582 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 26th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
T-Mobile US, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 143,392,582 shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 10,754,444 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
SHARE REPURCHASE AGREEMENT dated as of June 22, 2020 between SoftBank Group Capital Ltd and T-Mobile US, Inc.Share Repurchase Agreement • June 26th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • Delaware
T-Mobile US, Inc. 12920 SE 38th Street Bellevue, Washington 98006Sale of Shares Agreement • June 26th, 2020 • T-Mobile US, Inc. • Radiotelephone communications
We have acted as counsel to T-Mobile US, Inc., a Delaware corporation (the “Company”), in connection with (i) the offering of an aggregate of 154,147,026 shares of Common Stock (the “Shares”), including 10,754,444 Shares which were sold pursuant to the option granted by the Company to the Underwriters to purchase additional Shares, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-239352) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), a base prospectus dated June 22, 2020 (the “Base Prospectus”) and a final prospectus supplement dated June 23, 2020 (together with the Base Prospectus, the “Common Stock Prospectus”) and (ii) the issuance of the Rights by the Company (the “Rights Offering”) to holders of Common Stock, pursuant to the prospectus supplement dated June 23, 2020 (together with the Base Prospectus, the “Rights Offering Prospectus”).
