SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

T-Mobile US, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872590104

(CUSIP Number)

Kenneth A. Siegel, Esq. Morrison & Foerster LLP Shin-Marunouchi Building, 29th Floor 5-1, Marunouchi 1-Chome Chiyoda-ku, Tokyo, 100-6529 Japan 011-81-3-3214-6522 Brandon Parris, Esq. Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105-2482 (415) 268-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 22, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 872590104

1	NAMES OF REPORTING PERSONS
	SoftBank Group Capital Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 (1)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			304,606,049(1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	304,606,049(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.6%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) The shares of T-Mobile Common Stock held by SBGC are subject to the Proxy Agreement (of which 101,491,623 of such shares of Common Stock are subject to the Call Options), in each case as of June 24, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members.

(2) Based on the number of shares of Common Stock outstanding on June 22, 2020, as reported by the Issuer in its Prospectus Supplement, filed with the Commission on June 24, 2020.

(The terms used above are defined in the Explanatory Note and in Items 1, 2 and 6 of this Schedule 13D).

CUSIP No. 872590104

1	NAMES OF REPORTING PERSONS
	SoftBank Group Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			304,606,049(1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	304,606,049(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.6%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, CO

(1) The shares of T-Mobile Common Stock are held by SBGC, a wholly owned subsidiary of SoftBank. The shares are subject to the Proxy Agreement (of which 101,491,623 of such shares of Common Stock are subject to the Call Options), in each case as of June 24, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members.

(2) Based on the number of shares of Common Stock outstanding on June 22, 2020, as reported by the Issuer in its Prospectus Supplement, filed with the Commission on June 24, 2020.

(The terms used above are defined in the Explanatory Note and in Items 1, 2 and 6 of the Schedule 13D).

EXPLANATORY NOTE

This Amendment No. 2 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 2, 2020, as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the Commission on June 15, 2020 (as amended and supplemented, this “Schedule 13D”), is being filed on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”), and its wholly owned subsidiary SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales (“SBGC”) (and, together with SoftBank, the “Reporting Persons”), with respect to the common stock of T-Mobile US, Inc., a Delaware corporation (“T-Mobile” or the “Issuer”), par value $0.00001 per share (the “Common Stock”).

Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in this Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to include the following:

The information set forth in Item 6 of this Schedule 13D Amendment, including without limitation information as to the rights and obligations of the Reporting Persons pursuant to the terms of the agreements, instruments and other matters described therein, is hereby incorporated by reference.

Item 5. Interest in Securities of the Issuer

Item 5(a) and (b) of the Schedule 13D are hereby amended and supplemented as follows:

(a)-(b)     The information contained in the cover pages of this Schedule 13D and the information set forth in Item 6 is incorporated herein by reference. SBGC beneficially owns 304,606,049 shares of Common Stock, which represents approximately 24.6% of the shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus Supplement (as defined in Item 6), filed with the Commission on June 24, 2020. The shares of Common Stock are subject to the Proxy Agreement (of which 101,491,623 of such shares of Common Stock are subject to the Call Options (as defined in Item 6)).

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to include the following:

Master Framework Agreement

On June 22, 2020, SoftBank entered into a Master Framework Agreement (the “Master Framework Agreement”), by and among SoftBank, Deutsche Telekom AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Deutsche Telekom”), SBGC, Delaware Project 4 L.L.C., a Delaware limited liability company and a wholly owned subsidiary of SoftBank (“Project 4 LLC”), Delaware Project 6 L.L.C. a Delaware limited liability company and a wholly owned subsidiary of SoftBank (“Project 6 LLC”), Claure Mobile LLC, a Delaware limited liability company (the “Claure Mobile LLC”), T-Mobile and T-Mobile Agent LLC (“T-Mobile Agent”).

The Master Framework Agreement and the transactions contemplated thereby (the “MFA Transactions”) were entered into to facilitate SoftBank’s previously announced decision to monetize a portion of its stockholding in T-Mobile. In connection with the Master Framework Agreement, Deutsche Telekom granted its consent under the Proxy Agreement to the release of up to 198,314,426 shares of Common Stock currently held by SoftBank from the transfer restrictions imposed by the Proxy Agreement (the “Released Shares”) in consideration for SBGC granting, directly and indirectly, Deutsche Telekom call options (the “Call Options”) over 101,491,623 shares of Common Stock currently held by SBGC. In addition, SBGC agreed to waive certain rights it would have to transfer the remaining 4,800,000 shares of Common Stock that it holds that are neither Released Shares nor shares underlying the Call Options, and accordingly, those shares generally may not be transferred without Deutsche Telekom’s consent prior to April 1, 2024. 

The shares of Common Stock underlying the Call Options will remain subject to the Proxy Agreement, including the restrictions on transfer, voting proxy and rights of first refusal set forth therein. Any Released Shares not otherwise sold by SoftBank or its affiliates pursuant to the MFA Transactions will remain subject to the Proxy Agreement. Project 6 LLC, a wholly owned subsidiary of SoftBank that will own the shares of Common Stock underlying the Call Options, will become a party to the Proxy Agreement by entering into a joinder to the Proxy Agreement.

As provided for in the Master Framework Agreement, SBGC plans to sell the Released Shares to T-Mobile through one or more direct or indirect transactions, which include:

(i) One or more registered public offerings by T-Mobile of its Common Stock (the first closing of any such offering shall be the “Initial Public Equity Offering”), the net proceeds of which will be used by T-Mobile to purchase an equal number of issued and outstanding shares of Common Stock from SBGC, pursuant to a Share Repurchase Agreement, dated as of June 22, 2020 (the “Share Repurchase Agreement”), between SBGC and T-Mobile;

(ii) One or more offerings of cash mandatory exchangeable trust securities by a trust, to which T-Mobile will resell Common Stock for cash, which will be used by T-Mobile to purchase an equal number of shares of Common Stock from SBGC, pursuant to the Share Repurchase Agreement;

(iii) The issuance of registered, transferable subscription rights to T-Mobile’s existing stockholders, which will provide these stockholders with the right to purchase one share of Common Stock for every 20 shares of Common Stock that they own until July 27, 2020 at the same price per share as the Common Stock sold in the First Public Equity Offering (the “Rights Offering”). SoftBank, Deutsche Telekom, Raul Marcelo Claure and their respective affiliates have agreed not to exercise any rights granted to them in connection with the Rights Offering. To the extent rights are exercised in the Rights Offering, SoftBank will sell to T-Mobile, for a cash payment equal to the aggregate exercise price received by T-Mobile in the Rights Offering, a number of shares of Common Stock equal to the number of shares of Common Stock to be issued upon the exercise of such rights; and

(iv) Following the receipt of necessary regulatory approvals, the sale by T-Mobile to Claure Mobile LLC, an entity controlled by Raul Marcelo Claure, of 5,000,000 shares of Common Stock (the “Claure Shares”), at the same price per share as the Common Stock sold in the First Public Equity Offering (the “Claure Purchase”), which will occur simultaneously with the purchase by T-Mobile of 5,000,000 shares of Common Stock from SBGC at an equivalent price pursuant to the Share Repurchase Agreement.

The Common Stock to be sold by SoftBank to T-Mobile, as discussed above, will be released from the Proxy Agreement upon completion of such sale. As publicly announced on June 23, 2020, T-Mobile entered into an underwriting agreement with respect to  registered offering described in clause (i) providing for the sale of 143,392,582 shares of Common Stock (or 154,147,026 shares if the underwriters exercise in full their option to purchase additional shares).  Also on June 23, 2020, T-Mobile entered into a purchase agreement with the trust described in clause (ii) providing for the sale of 18,062,698 shares of Common Stock (or 19,417,400 shares if the initial purchasers in  the mandatory exchangeable offering exercise in full their option to purchase addition trust securities).  Both offerings are expected to close on June 26, 2020.  Also on June 23, 2020, T-Mobile announced that it is distributing on June 26, 2020 rights with respect to the Rights Offering covering up to 19,750,000 shares of its Common Stock.

In connection with the pending purchase of the Claure Shares, Deutsche Telekom, Claure Mobile LLC and Raul Marcelo Claure entered into a Proxy, Lock-Up and ROFR Agreement, dated June 22, 2020 (the “Claure Proxy Agreement”) that is substantially similar to the Proxy Agreement.

The foregoing description of the Master Framework Agreement and the MFA Transactions does not purport to be complete and is subject to, and qualified in its entirety by, the Master Framework Agreement, the SB-DT Call Option, SB-Newco Call Option, the Newco-DT Call Option and the Call Option Support Agreement, which are filed as Exhibits 8, 11, 12, 13 and 14 hereto, respectively.

Proxy, Lock-Up and ROFR Agreement (Raul Marcelo Claure)

In connection with the Claure Purchase, Deutsche Telekom, Claure Mobile LLC and Raul Marcelo Claure entered into the Claure Proxy Agreement, which is substantially similar to the Proxy Agreement. The Claure Proxy Agreement establishes between Deutsche Telekom, Claure Mobile LLC and Raul Marcelo Claure certain rights and obligations in respect of the Claure Shares and shares of Common Stock acquired by Claure Mobile LLC after the date of the Claure Proxy Agreement (collectively, the “MC Shares”) to enable Deutsche Telekom to continue consolidating T-Mobile into Deutsche Telekom’s financial statements. Pursuant to the Claure Proxy Agreement, at any meeting of the stockholders of T-Mobile, the shares of Common Stock beneficially owned by Claure Mobile LLC will be voted in the manner directed by Deutsche Telekom (the “Claure Proxy”), which obligation will terminate upon the earliest of: (i) the date on which the Claure Proxy Agreement is terminated in accordance with its terms, (ii) with respect to each MC Share, the date on which such MC Share is transferred to a third party in accordance with the terms of the Claure Proxy Agreement, subject to certain exceptions, (iii) the date on which Deutsche Telekom owns 55% or more of the outstanding T-Mobile Voting Securities (as defined below) and (iv) the date on which Deutsche Telekom has transferred an aggregate number of shares representing 5% or more of the outstanding Common Stock as of the date of the Claure Proxy Agreement. The Claure Proxy Agreement also contains certain restrictions on the ability of Claure Mobile LLC to transfer MC Shares, including that Claure Mobile LLC is not permitted to transfer MC Shares without the prior written consent of Deutsche Telekom from and after the date of the Claure Proxy Agreement until April 1, 2024, subject to certain exceptions.

The Claure Proxy Agreement further provides that, until the earlier of the Proxy Fall Away Date and such time as Deutsche Telekom no longer beneficially owns at least 5% of the T-Mobile Voting Securities outstanding as of the date of the Claure Proxy Agreement, subject to certain exceptions, Deutsche Telekom will have a right of first refusal over the sale of MC Shares owned by Claure Mobile LLC.

The Claure Proxy will not be effective against the Claure Shares until the consummation of the Claure Purchase, which requires the satisfaction of various conditions to closing pursuant to the Share Purchase Agreement, between Raul Marcelo Claure, Claure Mobile LLC and T-Mobile, dated June 22, 2020.

The foregoing description of the Claure Proxy Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Claure Proxy Agreement, which is filed as Exhibit 9 hereto.

Second Amended and Restated Stockholders’ Agreement

In connection with the Master Framework Agreement, on June 22, 2020, T-Mobile, SoftBank and Deutsche Telekom entered into an amendment and restatement (the “Second Amended and Restated Stockholders’ Agreement”) of the Amended and Restated Stockholders’ Agreement.

The Second Amended and Restated Stockholders’ Agreement was amended and restated to reflect SoftBank’s forfeiture of its governance rights thereunder, including its consent rights, certain top up rights, its information rights and its matching rights in connection with a potential sale of T-Mobile. SoftBank also forfeited certain consent rights under the Fifth Amended and Restated Certificate of Incorporation of T-Mobile as a result of modifications in the Second Amended and Restated Stockholders’ Agreement.

SoftBank will retain (i) the right to designate one director to the Board so long as SoftBank continues to own at least 9% of the total outstanding Common Stock and any other securities of T-Mobile that are entitled to vote in the election of Directors (collectively, “T-Mobile Voting Securities”) (or 10% of the outstanding T-Mobile Voting Securities if the Additional Shares Issuance Condition has been met under the Letter Agreement, dated as of February 20, 2020, by and among SoftBank, T-Mobile and Deutsche Telekom) and (ii) certain registration rights for so long as it holds at least 5% of the outstanding T-Mobile Voting Securities. If all of the Released Shares are sold pursuant to the MFA Transactions, under the Second Amended and Restated Stockholders’ Agreement, Deutsche Telekom will have the right to designate ten individuals to be nominees for election to the Board of Directors of T-Mobile (the “Board”) and SoftBank will not have the right to designate any individuals to be nominees for election to the Board.

The foregoing summary of the Second Amended and Restated Stockholders’ Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Second Amended and Restated Stockholders’ Agreement, which is filed as Exhibit 10 hereto.

SB-DT Call Option Agreement

Pursuant to the SB-DT Call Option, dated June 22, 2020 (the “SB-DT Call Option”), between SBGC, as grantor, and Deutsche Telekom, as optionholder , SBGC has granted call options to Deutsche Telekom which entitle Deutsche Telekom to acquire from SBGC, in whole or in part, up to an aggregate of 56,586,144 shares of Common Stock until June 22, 2024. The SB-DT Call Option may be exercised on or after the earlier of (i) May 22, 2024 and (ii) the later of (x) October 2, 2020 and (y) the date on which all Fixed Options (as defined below) have been exercised (without regard to whether settlement of such exercise has occurred).

The SB-DT Call Option can be exercised at an exercise price per share  (the “Floating Exercise Price”) equal to the average of the daily 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 SBGC and Deutsche Telekom in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on a day on which The NASDAQ Global Select Market is open for trading (a “Trading Day”), for each of the twenty Trading Days immediately preceding the relevant date of exercise; provided that any purported exercise of the SB-DT Call Option made within twenty Trading Days following certain extraordinary events shall be deemed made on the Trading Day immediately following the expiration of such twenty Trading Day period.

The Call Option Support Agreement, dated as of June 22, 2020 (the “Call Option Support Agreement”), by and among SoftBank, SBGC, Project 6 LLC, Deutsche Telekom and T-Mobile Agent, provides that Deutsche Telekom, in its sole discretion, may settle the strike price of the SB-DT Call Option using cash, Deutsche Telekom shares, or a combination of both. If Deutsche Telekom chooses to settle the strike price with Deutsche Telekom shares (a “DT Share Election”), the value of the Deutsche Telekom shares will be equal to 96% of the arithmetic average of the volume-weighted average price of Deutsche Telekom shares for a period consisting of the twenty consecutive trading days immediately preceding the date on which notice of the election to exercise in Deutsche Telekom shares is provided to the grantor, provided that no market disruption event occurs during the twenty Trading Day period.

The Floating Exercise Price shall be subject to adjustment from time to time as a result of certain specified events, including stock splits, subdivisions, reclassifications or combinations of the Common Stock, dividends (other than cash dividends) and merger events. If any shares of Common Stock under the margin loan are transferred as a result of a foreclosure on such shares of Common Stock under the margin loan or a purchase pursuant to Deutsche Telekom’s right of first refusal, the number of shares of Common Stock subject to the SB-DT Call Option will be reduced by the number of shares transferred.

Deutsche Telekom or any subsequent optionholder may pledge, transfer or assign its rights and obligations under the SB-DT Call Option, in whole or in part, subject to certain restrictions.

The foregoing description of the SB-DT Call Option does not purport to be complete and is subject to, and qualified in its entirety by, the SB-DT Call Option and the Call Option Support Agreement, which are filed as Exhibits 11 and 14 hereto, respectively.

SB-Newco Call Option and Newco-DT Call Option (Matching Back-to-Back Call Options)

Pursuant to the SB-Newco Call Option, dated June 22, 2020 (the “SB-Newco Call Option”), between SBGC, as grantor, and T-Mobile Agent, as optionholder, SBGC has granted call options to T-Mobile Agent, which entitle T-Mobile Agent to acquire from SBGC, in whole or in part, up to an aggregate of 44,905,479 shares of Common Stock until June 22, 2024, and T-Mobile Agent has granted matching back-to-back call options pursuant to the Newco-DT Call Option, dated June 22, 2020 (the “Newco-DT Call Option” and, together with the SB-Newco Call Option, the “Fixed Options”), among T-Mobile Agent, as grantor, SBGC, as registrar, and Deutsche Telekom, as optionholder, which entitles Deutsche Telekom to acquire from T-Mobile Agent the same number of shares of Common Stock on the same economic terms, as T-Mobile Agent is entitled to acquire from SBGC pursuant to the SB-Newco Call Option.

The Fixed Options may be exercised at any time at a price per share equal to the lesser of (x) $106.90 and (y) the volume-weighted average price of the Released Shares sold in one or more underwriting public offerings of Common Stock during the period beginning on June 22, 2020 and ending on the earlier of (A) December 22, 2020, and (B) the close of business on the business day immediately preceding the date of delivery of the first notice of exercise of the Fixed Options, 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.

The Call Option Support Agreement provides that Deutsche Telekom, in its sole discretion, may make a DT Share Election on the terms described above with respect to all or a part of the strike price of the Fixed Options.

The exercise price of, and number of shares of Common Stock underlying, the Fixed Options shall be subject to customary adjustment from time to time as a result of certain specified events, including stock splits, subdivisions, reclassifications or combinations of the Common Stock, dividends and merger events. If any shares of Common Stock underlying the Fixed Options are transferred as a result of a foreclosure on such shares of Common Stock under a margin loan or a purchase pursuant to Deutsche Telekom’s right of first refusal, the number of shares of Common Stock subject to the Fixed Options will be reduced by such excess of the number of transferred shares over the number of shares of Common Stock subject to the SB-DT Call Option is reduced as a result of such foreclosure or purchase.

Deutsche Telekom or any subsequent optionholder may pledge, transfer or assign its rights and obligations under the Fixed Options, in whole or in part, subject to certain restrictions.

On or after October 2, 2020, each of Deutsche Telekom and T-Mobile Agent shall have the right at any time to effectuate an exchange of the Newco-DT Call Option pursuant to which T-Mobile Agent shall (i) transfer and assign to each optionholder of the Newco-DT Option a pro rata interest in the SB-Newco Call Option and (ii) assign to each optionholder a pro rata interest in Project 6 LLC’s pledge of the shares of Common Stock underlying such Fixed Options to secure its obligations thereunder.

The foregoing description of the SB-Newco Call Option and Newco-DT Call Option does not purport to be complete and is subject to, and qualified in its entirety by, the SB-Newco Call Option, the Newco-DT Call Option and the Call Option Support Agreement, which are filed as Exhibits 12, 13 and 14 hereto, respectively.

Loan Agreements

To finance the Claure Purchase, Claure Mobile LLC, entered into a loan agreement, dated June 23, 2020 (the “Claure Loan Agreement”) with Starbright WW LP, a wholly owned subsidiary of SoftBank, as the lender (the “Lender”).

In addition, to finance their respective purchases of Common Stock in the Initial Public Equity Offering, each of Ronald Fisher, Rajeev Misra and Robert Townsend (together with Raul Marcelo Claure, the “SoftBank Executives” and each, a “SoftBank Executive”) utilized a special purpose entity controlled by such SoftBank Executive (together with Claure Mobile LLC, the “Borrowers” and each, a “Borrower”) that, on June 23, 2020, entered into a loan agreement (each, a “Loan Agreement” and together with the Claure Loan Agreement, the “Loan Agreements”) with the Lender.

The amount of the loans (the “Loans”), which fully funded each SoftBank Executive’s purchase of shares of Common Stock, are as follows:  Claure Mobile LLC – $515,000,000, Mr. Fisher’s Borrower – $36,050,000, Mr. Misra’s Borrower – $463,500,000, and Mr. Townsend’s Borrower – $15,450,000.  Each SoftBank Executive has guaranteed the obligations of his respective Borrower (each, a “Guaranty”).

The Loans bear interest at 1.93% per annum and will mature on July 1, 2024.  The SoftBank Executives may prepay the loans at any time. The Loan Agreements contain customary covenants and events of default.

Each direct holder and, in the case of Mr. Misra’s Borrower, the direct and universal beneficial holder, of the equity interests of each Borrower has entered into a Pledge Agreement (as defined in their respective Loan Agreements) with the Lender, dated June 23, 2020, pursuant to which such holders pledge 100% of the equity interests of the Borrowers to the Lender as security for their respective Loans.  The Pledge Agreement securing the Loan of Mr. Claure provides that the lien provided therein will only become effective after Mr. Claure is no longer prohibited from directly or indirectly pledging his Purchased Shares (as defined in the Claure Loan Agreement) under T-Mobile policies applicable to members of the Board in effect on June 23, 2020, and under the Claure Proxy Agreement and other agreements with Deutsche Telecom.

Each Loan was made with full recourse against the Borrower, in addition to the Guaranty by each SoftBank Executive.  The Claure Loan Agreement provides Claure Mobile LLC with the option to convert its Loan to limited recourse if, at any time, Mr. Claure is not prohibited from pledging Claure Mobile LLC’s Purchased Shares under the T-Mobile Board policies in effect on June 23, 2020, the Proxy Agreement or other agreements with Deutsche Telecom.  This limited recourse option will be effective upon the satisfaction of certain conditions set forth in the Claure Loan Agreement, including that the Lender must either hold a first priority pledge of 100% of the equity interests of Claure Mobile LLC or a first priority pledge of Claure Mobile LLC’s Purchased Shares.  Under that limited recourse option, Mr. Claure (1) would not personally guaranty the principal or interest under the loan, except to the extent that the fair market value of his Borrower’s Purchased Shares falls below 50% of the outstanding principal amount at the time the loan is repaid and (2) would continue to personally guaranty any non-payment obligations of his Borrower.  If Mr. Claure elects the limited recourse option, the Lender would also be entitled to the appreciation on the Claure Shares above $150 per share (based on a 30-day variable weighted average price).

The foregoing descriptions of the Loan Agreements are not complete and are qualified in their entirety by reference to the Loan Agreements, which are filed as Exhibits 16, 17, 18 and 19 hereto.

Lock-Up Agreements

In connection with the Initial Public Equity Offering and the Initial Mandatory Exchangeable Offering, respectively, on June 22, 2020, SBGC, Project 4 LLC and Project 6 LLC  entered into customary lock-up agreements addressed to Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, in their capacity as underwriters and initial purchasers, respectively (the lock-up agreement related to the Initial Public Equity Offering, the “Equity Offering Lock-Up Agreement” and, the lock-up agreement related to the Mandatory Exchangeable Offering, the “Mandatory Exchangeable Offering Lock-Up Agreement” and together, the “Lock-Up Agreements”).

Pursuant to the Lock-Up Agreements, SBGC has agreed, for a period of 90 days from the date of the final prospectus in connection with the Initial Public Equity Offering and the date of the final offering memorandum in connection with the Initial Mandatory Exchangeable Offering, as applicable, not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to any sale, loan, pledge or other disposition, or transfer of, any of the economic consequences of ownership of any shares of Common Stock (any such sale, loan, pledge or other disposition, or transfer of economic consequences referred to in the preceding clauses (i) and (ii), a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in the preceding clauses (i) and (ii) (the foregoing, the “Lock-Up Restrictions”) without the consent of Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC.

Notwithstanding the Lock-Up Restrictions, the Lock-Up Agreements permit SBGC to Transfer shares of Common Stock in certain circumstances, including through the direct or indirect Transfer shares of Common Stock in (i) the Initial Closing and any additional sales pursuant to the overallotment options granted to the underwriters and initial purchasers, (ii) the Rights Offering, (iii) the Claure Purchase,and (iv) the Call Options.

The foregoing description of the Lock-Up Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the Equity Offering Lock-Up Agreement and the Mandatory Exchangeable Offering Lock-Up Agreement, which are filed as Exhibits 20 and 21 hereto, respectively.

Item 7. Material to Be Filed as Exhibits.

8	Master Framework Agreement, dated as of June 22, 2020, 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 (incorporated by reference to Exhibit 48 of the Schedule 13/A, filed by Deutsche Telekom AG with the Commission on June 24, 2020)
9	Proxy, Lock-Up and ROFR Agreement, dated as of June 22, 2020, by and among Deutsche Telekom AG, Claure Mobile LLC and Raul Marcelo Claure (incorporated by reference to Exhibit 49 of the Schedule 13/A, filed by Deutsche Telekom AG with the Commission on June 24, 2020)
10	Second Amended and Restated Stockholders’ Agreement, dated as of June 22, 2020, by and among Deutsche Telekom AG, SoftBank Group Corp. and T-Mobile US, Inc. (incorporated by reference to Exhibit 4.2 of the Issuer’s Registration Statement on Form S-3 filed with the Commission on June 22, 2020)
11	SB-DT Call Option, dated June 22, 2020, between SoftBank Group Capital Ltd, as grantor, and Deutsche Telekom AG, as optionholder (incorporated by reference to Exhibit 51 of the Schedule 13/A, filed by Deutsche Telekom AG with the Commission on June 24, 2020)
12	SB-Newco Call Option, dated June 22, 2020, between SoftBank Group Capital Ltd, as grantor, and T-Mobile Agent LLC, as optionholder (incorporated by reference to Exhibit 52 of the Schedule 13/A, filed by Deutsche Telekom AG with the Commission on June 24, 2020)
13	Newco-DT Call Option, dated June 22, 2020, among T-Mobile Agent LLC, as grantor, SoftBank Group Capital Ltd, as registrar, and Deutsche Telekom AG, as optionholder (incorporated by reference to Exhibit 53 of the Schedule 13/A, filed by Deutsche Telekom AG with the Commission on June 24, 2020)
14	Call Option Support Agreement, dated June 22, 2020, by and among SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 6 L.L.C., Deutsche Telekom AG and T-Mobile Agent LLC (incorporated by reference to Exhibit 54 of the Schedule 13/A, filed by Deutsche Telekom AG with the Commission on June 24, 2020)
15	Share Purchase Agreement, dated June 22, 2020 by and among Raul Marcelo Claure, Claure Mobile LLC and T-Mobile US, Inc.
16	Loan Agreement, dated June 23, 2020, by and between Starbright WW LP and Claure Mobile LLC.
17	Loan Agreement, dated June 23, 2020, by and between Starbright WW LP and T-Mo Fisher LLC.
18	Loan Agreement, dated June 23, 2020, by and between Starbright WW LP and Brightstar Consultants Limited.
19	Loan Agreement, dated June 23, 2020, by and between Starbright WW LP and TIP – TMO LLC.
20	Lock-Up Agreement, dated June 22, 2020, by SoftBank Group Capital Ltd, relating to the Initial Public Equity Offering (incorporated by reference to Exhibit 55 of the Schedule 13/A, filed by Deutsche Telekom AG with the Commission on June 24, 2020)
21	Lock-Up Agreement, dated June 22, 2020, by SoftBank Group Capital Ltd, relating to the Initial Mandatory Exchangeable Offering (incorporated by reference to Exhibit 56 of the Schedule 13/A, filed by Deutsche Telekom AG with the Commission on June 24, 2020)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: _June 24, 2020
	SOFTBANK GROUP CORP.
	By:	/s/ Robert Townsend
	Name:	Robert Townsend
	Title:	Senior Vice President & CLO

SOFTBANK GROUP CAPITAL LTD
By:	/s/ Robert Townsend
Name:	Robert Townsend
Title:	Director

EX-99.15

Exhibit 15

SHARE PURCHASE AGREEMENT

dated as of

June 22, 2020

between

Raul Marcelo Claure,

Claure Mobile LLC

and

T-Mobile US, Inc.

TABLE OF CONTENTS

 

		Page
Article 1 DEFINITIONS
1.1	Definitions	2
Article 2
SALE AND PURCHASE; CLOSING
2.1	Sale and Purchase	3
2.2	Closing	3
Article 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1	Existence	4
3.2	Power and Authority	4
3.3	Authorization	4
3.4	No Conflicts	4
3.5	Title	5
3.6	Private Placement	5
3.7	No General Solicitation	5
3.8	Acknowledgment Regarding Purchaser’s Purchase of Securities	5
3.9	Absence of Manipulation.	5
Article 4
REPRESENTATIONS AND WARRANTIES AND OTHER AGREEMENTS OF THE PURCHASER AND M. CLAURE
4.1	Existence	5
4.2	Power and Authority	5
4.3	Authorization	6
4.4	No Conflicts	6
4.5	Purchaser Status	6
4.6	Investment Intent	6
4.7	No Pledge	6
4.8	Other Acknowledgements	6
Article 5
CERTAIN COVENANTS
5.1	Reasonable Best Efforts; Regulatory Approvals.	8
5.2	Blue Sky	9
5.3	Listing	9

i

5.4 Legends 9

5.5	Removal of Legends	10
5.6	No Pledge	10
Article 6
CONDITIONS TO CLOSING
6.1	Mutual Conditions to Closing.	10
6.2	Additional Conditions to the Obligations of the Purchaser	11
6.3	Additional Conditions to the Obligations of the Company	11
Article 7
MISCELLANEOUS
7.1	M. Claure Undertaking	11
7.2	Termination	11
7.3	Further Assurances	11
7.4	Survival	12
7.5	Amendments and Waivers	12
7.6	Assignment; Binding Agreement	12
7.7	No Third Party Beneficiaries	12
7.8	Entire Agreement	12
7.9	Severability	12
7.10	Certain Tax Matters	12
7.11	Counterparts	13
7.12	Governing Law; Jurisdiction; Forum; Waiver of Trial by Jury.	13
7.13	Notices	14
7.14	Interpretation	15

ii

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement, dated as of June 22, 2020 (this “Agreement”), is made by and among Raul Marcelo Claure, an individual (“M. Claure”), Claure Mobile LLC,a Delaware limited liability company controlled by M. Claure(the “Purchaser”) and T-Mobile US, Inc., a Delaware corporation (the “Company”).

WHEREAS, concurrently with this Agreement, the Purchaser, the Company, SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”), SoftBank’s wholly-owned subsidiary SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales (“SBGC”), Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the Laws of the Federal Republic of Germany (“DT”) and others, have entered into the Master Framework Agreement (the “Framework Agreement”), pursuant to which various transactions among the parties thereto are intended to occur;

WHEREAS, the transactions contemplated by the Framework Agreement and the Share Repurchase Agreement (as defined in the Framework Agreement) contemplated therein include the Company’s repurchase of 5,000,000 (five million) shares of Company Common Stock (defined below) from SBGC or a wholly owned subsidiary of SBGC (the “Purchased Shares”), among other shares of Company Common Stock that would also be repurchased from SBGC or a wholly owned subsidiary of SBGC by the Company;

WHEREAS, in accordance with the Framework Agreement and the Share Repurchase Agreement, in connection with, conditional on and immediately following the Company’s repurchase of the Purchased Shares from SBGC, the Company wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Company, the Purchased Shares on the terms and subject to the conditions set forth in this Agreement (the “MC Purchase Transaction”);

WHEREAS, the Purchaser and the Company are executing and delivering this Agreement in reliance upon the registration exemption afforded by Section 4(a)(2) of the Securities Act (defined below), and Rule 506 of Regulation D (defined below); and

WHEREAS, without limiting anything contained in the Framework Agreement, the intention of the parties is that (i) the Company is a party to this Agreement solely for the purpose of, and the Company shall act solely as, an accommodation party to facilitate an economic arrangement and transactions between M. Claure and the Purchaser, on the one hand, and SoftBank and SBGC, on the other hand, and not as a principal with respect to the MC Purchase Transaction, (ii) the Company shall not bear any economic exposure or any benefits or burdens of ownership associated with any of the MC Purchase Transaction, and (iii) for U.S. federal income tax purposes, the Company’s participation in the MC Purchase Transaction shall be disregarded and the MC Purchase Transaction shall be characterized as being effected directly between M. Claure and the Purchaser, on the one hand, and SoftBank and SBGC, on the other hand.

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

DEFINITIONS

1.1         Definitions . For purposes of this Agreement, the following terms have the meanings indicated below:

“Affiliate” means, 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.

“Agreement” has the meaning given in the preamble.

“Business Day” means any day other than a Saturday, Sunday or federal holiday, or a day on which banks in (i) New York, New York, or (ii) Tokyo, Japan are authorized or obligated by law to close.

“Closing Date” has the meaning given in Section 2.2.

“Closing” has the meaning given in Section 2.2.

“Commission” means the United States Securities and Exchange Commission.

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

“Company” has the meaning given in the preamble.

“Control” shall mean the possession, direct or indirect, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, voting equity, limited liability company interests, general partner interests, or other voting interests, by contract or otherwise.

“DT” has the meaning given in the recitals.

“Encumbrances” has the meaning giving in Section 2.2.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Framework Agreement” has the meaning given in the recitals.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“M. Claure” has the meaning given in the preamble.

“MC Loan Agreement” means that certain Loan Agreement, dated on or around June 23, 2020, by and between the Purchaser and Starbright WW LP, as amended, restated, supplemented or otherwise modified in accordance with its terms from time to time.

2

“MC Proxy Agreement” has the meaning given in the Framework Agreement.

“MC Purchase Transaction” has the meaning given in the recitals.

“Person” means 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.

“Principal Market” means the Nasdaq Global Select Market.

“Purchase Price” has the meaning given in Section 2.1(b).

“Purchased Shares” has the meaning given in the recitals.

“Purchaser” has the meaning given in the preamble.

“Regulation D” means Regulation D promulgated by the Commission under the Securities Act.

“SBGC” has the meaning given in the recitals.

“Securities Act” means the Securities Act of 1933, as amended.

“SoftBank” has the meaning given in the recitals.

“Transfer Taxes” has the meaning given in Section 7.10.

“Underwriting Agreement” has the meaning given in the Framework Agreement.

Article 2

SALE AND PURCHASE; CLOSING

2.1         Sale and Purchase.

(a)          On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), the Company shall sell and transfer to the Purchaser, and the Purchaser shall purchase from the Company, the Purchased Shares.

(b)         The aggregate purchase price for the Purchased Shares shall be equal to (x) the number of Purchased Shares multiplied by (y) the per share price to the public appearing on the final prospectus supplement filed in connection with the offering of Company Common Stock contemplated by the Underwriting Agreement (the “Purchase Price”).

2.2         Closing.  The closing of the purchase of the Purchased Shares (the “Closing”) shall be held at such time and place as may be agreed in writing by the parties hereto on the third (3^rd) Business Day after all the conditions set forth in Article 6 have been satisfied or (to the extent permitted by applicable law) waived (other than such conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable law) waiver of such conditions at the Closing), or such other place, date and time as may be agreed in writing by the parties hereto (the date on which the Closing actually occurs, the “Closing Date”).  At the Closing:

3

(a)          the Company shall deliver or cause to be delivered to the Purchaser all right, title and interest in and to the Purchased Shares, free and clear of all liens, claims, security interests and other encumbrances (collectively, “Encumbrances”), together with all documentation reasonably necessary to transfer to the Purchaser such right, title and interest; and

(b)          the Purchaser shall pay the Purchase Price in immediately available funds by wire transfer to the Company on the Closing Date, in accordance with the instructions provided by the Company to the Purchaser prior to the Closing (it being agreed that the consideration for the Purchased Shares may be paid by the Purchaser to SBGC or its wholly owned subsidiary pursuant to a separate direction letter executed and delivered by the Company, in satisfaction of Company’s obligations to SBGC in respect of the Company Common Stock purchased by the Company from SBGC or its wholly owned subsidiary to satisfy its obligations under this Agreement).

Article 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties to the Purchaser:

3.1         Existence.  The Company is a corporation that has been duly organized and is validly existing and in good standing under the laws of the State of Delaware.

3.2         Power and Authority.  The Company has the full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation of the transaction contemplated hereby has been duly and validly taken.

3.3         Authorization.  This Agreement has been duly authorized, executed and delivered by or on behalf of the Company and constitutes a valid and binding agreement of the Company 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.  The Purchased Shares when issued, delivered and paid for in accordance with the terms in this Agreement, will be validly issued, fully paid and nonassessable.

3.4         No Conflicts.  The execution, delivery and performance by the Company of this Agreement 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 the Company is a party or by which the Company is bound, (b) result in any violation of the provisions of the organizational documents of the Company 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 materially and adversely affect the sale of the Purchased Shares and the consummation of any other transaction herein contemplated.

4

3.5         Title.  As of immediately prior to the delivery of the Purchased Shares at the Closing, the Company will be the sole legal and beneficial owner of, and will hold good and valid title to, the Purchased Shares, free and clear of all Encumbrances.

3.6         Private Placement.  Assuming the accuracy of the Purchaser’s representations and warranties set forth in Article 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Purchased Shares by the Company to the Purchaser under this Agreement.  The issuance and sale of the Purchased Shares will not contravene the rules and regulations of the Principal Market.

3.7         No General Solicitation.  Neither the Company nor, to the Company’s knowledge, any Person acting on behalf of the Company, has offered or sold any of the Purchased Shares by any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of any of the Purchased Shares.

3.8         Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or any of the Purchaser’s representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Purchaser’s purchase of the Purchased Shares.

3.9         Absence of Manipulation.The Company has not, and, to the Company’s knowledge, no Person acting on its behalf has, taken any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company in violation of applicable law to facilitate the sale or resale of any Company securities.

Article 4

REPRESENTATIONS AND WARRANTIES AND OTHER AGREEMENTS OF THE PURCHASER AND M. CLAURE

Each of the Purchaser and M. Claure, jointly and severally, hereby makes the following representations and warranties to the Company:

4.1         Existence.  The Purchaser is a limited liability company that has been duly organized and is validly existing and in good standing under the laws of the State of Delaware.

4.2         Power and Authority .  The Purchaser has the full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation of the transaction contemplated hereby has been duly and validly taken.

5

4.3         Authorization.  This Agreement has been duly authorized, executed and delivered by or on behalf of M. Claure and the Purchaser and constitutes a valid and binding agreement of M. Claure and the Purchaser 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.

4.4         No Conflicts.  The execution, delivery and performance by the Purchaser of this Agreement 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 the Purchaser is a party or by which the Purchaser is bound, (b) result in any violation of the provisions of the organizational documents of the Purchaser 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 materially and adversely affect the purchase of the Purchased Shares and the consummation of any other transaction herein contemplated.

4.5         Purchaser Status. The Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

4.6         Investment Intent. The Purchaser understands that the Purchased Shares are “restricted securities” and have not been, and will not be, registered for issuance and sale under the Securities Act or any applicable state securities law, and the Purchaser is acquiring the Purchased Shares as principal for its own account and not with a view to, or for distributing or reselling such shares or any part thereof in violation of the Securities Act or any applicable state securities laws; provided, however, that by making the representations herein, the Purchaser does not agree to hold any of the Purchased Shares for any minimum period of time and reserves the right, subject to the provisions of this Agreement and the MC Proxy Agreement, at all times to sell or otherwise dispose of all or any part of such shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. The Purchaser is acquiring the shares of Purchased Shares hereunder in the ordinary course of its business. The Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Purchased Shares (or any securities which are derivatives thereof) to or through any Person. The Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker-dealer.

4.7         No Pledge. There are no agreements, plans or understandings between M. Claure, the Purchaser and any of their Affiliates, on one hand, and any Person, on the other hand, to directly or indirectly pledge the Purchased Shares, except as would not take effect as long as the Company’s policies in effect as of the date hereof prohibit the direct or indirect pledging of the Purchased Share by M. Claure.

4.8         Other Acknowledgements.  In connection with the Purchaser’s purchase of the Purchase Shares, each of the Purchaser and M. Claure hereby:

6

(a)          acknowledges and agrees that (i) the Company may be aware of non-public information concerning the Company which is material, including, without limitation, with respect to the Company’s financial condition and future prospects (including information concerning future financing plans and strategies), (ii) the Company will not disclose such information to the Purchaser or M. Claure, and (iii) the Company shall have no obligation to disclose to the Purchaser or M. Claure any of the aforementioned material, non-public information;

(b)          waives any right to rescind or invalidate the sale of the Purchased Shares by the Company to the Purchaser or to seek any damages or other remuneration from the Company based on the possession of such information by the Company or the lack of possession of such information by the Purchaser or M. Claure;

(c)          represents and warrants that M. Claure (i) beneficially owns and controls all of the issued and outstanding equity or other ownership interests of the Purchaser, (ii) is a sophisticated investor, and has the appropriate knowledge and experience to evaluate and negotiate the MC Purchase Transaction on behalf of the Purchaser and himself, (iii) has had the opportunity to conduct his own investigation, to the extent M. Claure has deemed it necessary and desirable, and (iv) notwithstanding the foregoing, has determined, in consultation with counsel, that it is in M. Claure’s and the Purchaser’s best interests for the Purchaser to purchase the Purchased Shares pursuant to the terms and conditions of this Agreement;

(d)          acknowledges that neither the Company nor any person affiliated with the Company has made any representations or warranties, express or implied, regarding any aspect of the MC Purchase Transaction except as set forth in this Agreement and that neither M. Claure nor the Purchaser is relying on any representation or warranty not set forth explicitly herein;

(e)          acknowledges and agrees that the Company (i) is a party to the MC Purchase Transaction and the other Transactions at the request of, and for the primary benefit of, and to primarily facilitate transactions between or among M. Claure, the Purchaser, 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 Agreement and the other Transaction Documents (as defined in the Framework Agreement) to which the Company is a party, and no implied covenants or obligations shall be read into this Agreement or any other Transaction Document against the Company; and

(f)          waives any and all rights or claims to any damages from the Company arising out of, attributable to or resulting from, directly or indirectly, this Agreement or the MC Purchase Transaction.

7

Article 5

CERTAIN COVENANTS

5.1         Reasonable Best Efforts; Regulatory Approvals.

(a)          Subject to the other provisions of this Agreement, and upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use all reasonable best efforts to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to fulfill the conditions set forth in Article 6 and to promptly consummate and make effective the transactions contemplated hereby, including: (i) obtaining, and cooperating and consulting with each other in connection with obtaining, all authorizations, approvals, consents, registrations, permits, and other confirmations from any governmental authority to consummate the transactions contemplated hereby, including the expiration or termination of applicable waiting periods under the HSR Act; (ii) responding as promptly as reasonably practicable and to the extent necessary to any request for information by any governmental authority, including the Federal Trade Commission or the United States Department of Justice under the HSR Act; (iii) resolving the questions or objections, if any, of any governmental authority; and (iv) executing and delivering all such other agreements, certificates, instruments and documents, and taking such further actions, as the other parties may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(b)          Without limiting Section 5.1(a), each party hereto shall, and shall cause its Affiliates to, (i) within 15 days after the date hereof, execute and file, or join in the execution and filing of, any application, notification, or other document that may be necessary in order to obtain the authorization, approval, or consent of any governmental authority that may be required or advisable in connection with the consummation of the transactions contemplated by this Agreement; and (ii) in connection with the preparation of any such filings, as promptly as reasonably practicable furnish to any other party such information as such other party may reasonably require, subject to customary confidentiality obligations and all applicable privileges (including the attorney-client privilege); and (iii) cooperate and consult with each other in connection with any such governmental authorization, approval, or consent, including that each shall, unless prohibited by law, (A) promptly inform such other party of any communication from any such governmental authority; (B) consult and cooperate with, and consider in good faith the views of, one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under the HSR Act or the antitrust laws of any other such governmental authority; (C) promptly provide each other with copies of all written communications to or from any such governmental authority; (D) use good faith efforts to give each other reasonable advance notice of all meetings with any such governmental authority; and (E) not participate independently in any meeting with any such governmental authority without providing reasonable advance notice to such other party an opportunity to attend and participate in such meeting.

(c)          Notwithstanding any provision in this Agreement, in no event will the Company, the Purchaser, or any of their respective Affiliates be obligated to (i) litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, (ii) propose, negotiate, or agree to the sale, divestiture, license or other disposition of any assets or businesses, (iii) accept any operational restriction or (iv) take any other action that would limit the right of that party or any of its Affiliates to own or operate its or their businesses or assets.

8

5.2         Blue Sky. The Company shall take such action, if any, as is reasonably necessary in order to obtain an exemption for or to qualify the sale of the Purchased Shares to the Purchaser under this Agreement under applicable securities or “blue sky” laws of the states of the United States in such states as is necessary in connection with such sales, as required under applicable law of such states, and shall provide evidence of any such action so taken to Purchaser.

5.3         Listing. The Company shall, in the time and manner required by the Principal Market, prepare and file with such Principal Market an additional shares listing application covering the Purchased Shares and shall maintain such listing so long as any other shares of Common Stock shall be so listed. As contemplated by the Framework Agreement, SoftBank shall pay all fees and expenses, if any, in connection with satisfying the Company’s obligations under this Section 5.3.

5.4         Legends. Certificates representing the Purchased Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and, with respect to securities held in book-entry form, the Company’s transfer agent will record such a legend on the share register), until such time as they are not required under Section 5.5:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

9

5.5         Removal of Legends. Certificates or book-entry statements evidencing the Purchased Shares shall not be required to contain the Securities Act legend set forth in Section 5.4 above or any other legend: (1) while a registration statement covering the resale of such securities is effective under the Securities Act, (2) following any sale of such securities pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (3) if such securities are eligible to be sold, assigned or transferred under Rule 144 (provided that Purchaser or pledgee, as applicable, provides the Company with reasonable assurances and customary representations that such securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (4) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Purchaser provide the Company with an opinion of counsel to the Purchaser, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the securities may be made without registration under the applicable requirements of the Securities Act or (5) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the Commission). If a legend is not required pursuant to the foregoing, as evidenced by a legal opinion provided to the Company by the Purchaser and reasonably acceptable to the Company, the Company shall no later than three Business Days following the delivery by Purchaser to the Company’s transfer agent (with notice to the Company) of such legal opinion and a legended certificate representing such securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from Purchaser as may be required above in this Section 5.5, as directed by Purchaser, or, in the case of shares held in book-entry accounts, within three Business Days following the date on which a legend is no longer required, without any action required on the part of the Purchaser, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of securities to which the Purchaser shall be entitled to such Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Purchaser, a certificate representing such securities that is free from all restrictive and other legends, registered in the name of the Purchaser or its designee. SoftBank shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of securities or the removal of any legends with respect to any securities in accordance herewith.

5.6         No Pledge. M. Claure, the Purchaser and any of their Affiliates will not enter into, amend, waive or grant any consent under any agreements, plans or understandings to directly or indirectly pledge the Purchased Shares as long as the Company’s policies in effect as of the date hereof prohibit the direct or indirect pledging of the Purchased Shares by M. Claure.

Article 6

CONDITIONS TO CLOSING

6.1         Mutual Conditions to Closing.The obligations of the Purchaser and the Company to consummate the MC Purchase Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions:

(a)          SBGC Repurchase.  The repurchase of the Purchased Shares from SBGC by the Company shall have been consummated.

(b)          SoftBank Loan.  The Purchaser shall have received the funds to be disbursed by SoftBank to the Purchaser pursuant to the MC Loan Agreement.

(c)          HSR.  The waiting period (and any extension thereof) applicable to the MC Purchase Transaction under the HSR Act shall have been terminated or shall have expired

(d)          No Injunction.  No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Agreement.

10

6.2         Additional Conditions to the Obligations of the Purchaser.  Without limiting Section 6.1, the obligations of the Purchaser to consummate the MC Purchase Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following additional conditions:

(a)          Representations and Warranties. The representations and warranties of the Company contained in Article 3 shall be true and correct in all material respects as of the date when made and as of the date of the Closing, as though made on and as of such date.

(b)          Performance. The Company shall have performed, satisfied and complied in all material respects with any and all covenants, agreements and conditions required by the Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

6.3         Additional Conditions to the Obligations of the Company.  Without limiting Section 6.1, the obligations of the Company to consummate the MC Purchase Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following additional conditions:

(a)          Representations and Warranties. The representations and warranties of the Purchaser contained in Article 4 shall be true and correct in all material respects as of the date when made and as of the date of the Closing, as though made on and as of such date.

(b)          Performance. The Purchaser shall have performed, satisfied and complied in all material respects with any and all covenants, agreements and conditions required by the Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

(c)          MC Proxy Agreement.  The Purchaser shall have executed and delivered the MC Proxy Agreement.

Article 7

MISCELLANEOUS

7.1         M. Claure Undertaking.  M. Claure shall cause the Purchaser to comply with the terms of this Agreement, and any breach of this Agreement by the Purchaser shall be deemed to be a breach of this Agreement by M. Claure.

7.2         Termination.  This Agreement (a) may be terminated prior to the Closing (i) by mutual written consent of the Company and the Purchaser, (ii) by either the Company or the Purchaser on or after 11:59 p.m. EDT on August 28, 2020 if the Closing shall not have occurred by such date, or (b) shall terminate (i) without the need for further action by any party hereto if the Underwriting Agreement has not been entered into by 11:59 p.m. EDT on June 26, 2020, or (ii) without the need for further action and simultaneously with any termination of the Framework Agreement.

7.3          Further Assurances.  Each party hereto 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 Agreement, as the other parties may reasonably require from time to time in order to carry out the purposes of this Agreement.

11

7.4         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 Agreement and the consummation of the transactions contemplated thereby.

7.5         Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only by written agreement executed by the parties hereto.

7.6         Assignment; Binding Agreement.  This Agreement and the rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties hereto, and neither party may assign any of its rights or delegate any of its obligations hereunder without the express written consent of the other parties.

7.7         No Third Party Beneficiaries.  Nothing in this Agreement shall convey any rights upon any person or entity which is not a party or a successor or permitted assignee of a party to this Agreement or the Framework Agreement.

7.8         Entire Agreement.  This Agreement constitutes the sole and entire agreement among the parties with respect to the subject matter of this Agreement, and supersedes all prior representations, agreements and understandings, written or oral, with respect to the subject matter hereof.

7.9         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.

7.10       Certain Tax Matters.

(a)          Notwithstanding any other provision of this Agreement, the Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as may be required to be deducted and withheld under any provision of applicable Law.  To the extent that amounts are so deducted and withheld and paid to the appropriate governmental entity, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which deduction or withholding was made.  In connection with the foregoing, the Company shall deliver to the Purchaser on the Closing Date, an affidavit providing that the Company is not and has not 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) and reasonably satisfactory to the Purchaser, and, to the extent required by law, shall promptly file such notice to the Internal Revenue Service in accordance with Treasury Regulation Section 1.897-2(h)(2).  All sales, use, documentary, registration, transfer, deed taxes, conveyance fees, recording charges and similar taxes, fees and charges imposed as a result of the consummation of the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”), together with any interest, penalties or additions to such Transfer Taxes, shall be borne and paid by the Company. The Company and the Purchaser shall cooperate in timely making all filings, returns, reports and forms as necessary or appropriate to comply with the provisions of all applicable laws in connection with the payment of such Transfer Taxes, and shall cooperate to minimize, to the fullest extent possible under such laws, the amount of any such Transfer Taxes payable in connection therewith.

12

(b)          For U.S. federal income tax purposes, the parties agree to treat the transactions contemplated by this Agreement in accordance with Section 4.1 of the Framework Agreement.

7.11       Counterparts.  This 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 hereto may deliver this 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.

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

(a)          THIS 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 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 7.13 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.

13

(b)          EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS 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 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 AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 4.10(b).

7.13       Notices.

(a)          Unless otherwise provided in this 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.

If to M. Claure and the Purchaser, to:

Claure Mobile LLC

c/o Claure Group

200 S Biscayne Blvd.

Suite 4420

Miami, FL  33131

Attention: Joan Papadakis

e-mail: finance@clauregroup.com

with a copy to (which shall not constitute notice):

K&L Gates LLP

200 South Biscayne Blvd., Suite 3900

Miami, FL 33131

Attention:Clayton E. Parker

Email:clayton.parker@klgates.com

14

If to the Company, to:

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, WA 98006

Attention: Broady Hodder

e-mail: Broady.Hodder@T-Mobile.com

7.14       Interpretation.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement..

[Signature Page Follows]

15

In witness whereof, the parties have caused this Agreement to be executed and delivered as of the date first above written.

T-MOBILE US, INC.
By:	/s/ J. Braxton Carter
	Name:	J. Braxton Carter
	Title:	Executive Vice President and Chief Financial Officer
CLAURE MOBILE LLC
By:	/s/ Raul Marcelo Claure
	Name:	Raul Marcelo Claure
	Title:	Manager
RAUL MARCELO CLAURE
/s/ Raul Marcelo Claure

[Signature Page to Share Purchase Agreement]

EX-99.16

Exhibit 16

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”) is entered into as of June 23, 2020, by and between Starbright WW LP (the “Lender”) and Claure Mobile LLC, a Delaware limited liability company (the “Borrower”).  Capitalized terms not otherwise defined herein have the meanings set forth in Section 8 hereto.

1. LOAN AND FUNDING

1.1         Loan.  Subject to the terms and conditions set forth in this Agreement, the Lender shall, on the Closing Date, make a loan (the “Loan”) to the Borrower in a principal amount equal to the product of the Share Purchase Price multiplied by five million (5,000,000) Purchased Shares.  The proceeds of the Loan shall be made available by the Lender to the Borrower by wire transfer of immediately available funds to an account designated by the Borrower in writing to the Lender.

1.2         Use of Proceeds.  Proceeds of the Loan made hereunder shall be used solely to finance the purchase of the Purchased Shares on the Closing Date pursuant to the Share Purchase Agreement, dated as of June 22, 2020, between the Executive, the Borrower and TMUS (as amended or otherwise modified from time to time pursuant to the terms thereof, the “Share Purchase Agreement”).

2. INTEREST, REPAYMENTS AND PREPAYMENTS

2.1         Interest and Interest Payments.

(a)          Interest Rate.  Interest on the outstanding principal amount of the Loan shall accrue at a per annum rate (the “Interest Rate”) equal to 1.93%; provided that at all times commencing upon the date any Event of Default occurs, and continuing until such Event of Default is no longer continuing, the Interest Rate shall be increased by 3.00% per annum.

(b)          Interest Payments.  Accrued but unpaid interest shall be payable in full on the Maturity Date and, prior thereto, at the time any portion of the Loan is repaid or prepaid, whether mandatorily (including as a result of an acceleration upon the occurrence of an Event of Default, pursuant to Section 2.2(b) below or otherwise) or voluntarily.

(c)          Computations.  Interest on the Loan (including default interest) shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days.

2.2         Repayments.

(a)          Maturity Date Repayment.  The Borrower shall repay in full the entire outstanding principal amount of the Loan, along with any other outstanding payment Obligations, on the Maturity Date.  Prior thereto, payments and prepayments of the Loan shall be made as set forth below in Section 2.2(b) and Section 2.3.

1

(b)          Acceleration.  The Borrower shall repay in full the entire outstanding principal amount of the Loan, along with any other outstanding payment Obligations, upon any acceleration of the Maturity Date pursuant to Sections 7.2 or 7.3 below, unless, at the election of the Lender in its sole determination, only a portion of the Loan is so accelerated (in which case the portion so accelerated, along with any accrued but unpaid interest thereon, shall be so repaid); provided that, if any such acceleration results from an Event of Default described in Section 7.1(i) at a time during which any Transfer Restrictions prohibit the Borrower from selling or otherwise disposing of the Purchased Shares, the Maturity Date shall not be accelerated until such time as such Transfer Restrictions are no longer in effect.

2.3         Voluntary Prepayments.  Prior to the Maturity Date the Borrower may prepay all or any portion of the outstanding principal amount of the Loan, along with any accrued but unpaid interest on such principal amount, at any time upon not less than three(3) Business Days’ prior written notice to the Lender, which notice shall be irrevocable and shall include the prepayment date and the amount of principal and interest to be prepaid.

2.4         Payment Terms.  All payments by the Borrower, whether in respect of principal, interest, fees, costs, expenses or otherwise, shall be made (i) in immediately available funds, in U.S. dollars, to an account specified by the Lender, and (ii) without setoff or deduction and free and clear of any and all taxes other than any withholding taxes that may be required by applicable law.  If any payment hereunder that would otherwise fall due on a day that is not a Business Day, such payment shall be due on the immediately following Business Day.  To the extent payments are received on a Business Day later than 3:00 p.m. Tokyo time on such date, such funds shall be deemed to have been received by the Lender on the next succeeding Business Day.

2.5         Setoff.  Upon the occurrence and during the continuance of any Event of Default, the Lender shall have the right to appropriate and apply to the payment of the Obligations owing to it (whether or not then due).  The Lender agrees promptly to notify the Borrower after any such appropriation and application made by the Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of the Lender under this Section 2.5 are in addition to other any other rights and remedies (including other rights of setoff under applicable law or otherwise) which the Lender may have.

3. CONDITIONS TO MAKING THE LOAN

3.1         Conditions.  The making of the Loan shall be subject to the execution and delivery of this Agreement by the parties hereto and the prior or substantially concurrent satisfaction of each of the conditions precedent set forth below.

(a)          Closing Date Certificate.  The Lender shall have received a certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to the Lender, and duly executed and delivered by the Borrower, in which certificate the Borrower shall acknowledge, certify and agree that the statements made therein shall be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) the representations and warranties set forth in this Agreement shall, in each case, be true and correct, (ii) no Default shall have then occurred and be continuing, (iii) all of the conditions set forth in this Section 3 have been satisfied, and (iv) each of the certificate of formation and the limited liability company agreement of the Borrower that have been provided by the Borrower to the Lender on or prior to the Closing Date are true and complete copies of such documents, are in full force and effect and have not been amended or otherwise modified since their respective dates of execution.

2

(b)          Delivery of Note.  The Lender shall have received a Note duly executed and delivered by the Borrower in substantially the form as set forth as Exhibit A hereto.

(c)          Share Purchase Agreement; Etc.  The Share Purchase Agreement shall have been executed and delivered by the Borrower and TMUS, which agreement shall be in form and substance reasonably satisfactory to the Lender and, pursuant thereto, the Borrower shall have purchased five million (5,000,000) Purchased Shares.

(d)          Security Documents.  The Lender shall have received executed counterparts of the Pledge Agreement, pursuant to which the Collateral will include one hundred percent (100%) of the outstanding equity interests in the Borrower, duly executed and delivered by the Pledgor, together with (i) confirmation and evidence reasonably satisfactory to the Lender that the Liens and security interests granted therein have been created and perfected (on a first priority basis) in the Collateral in accordance with Articles 8 and 9 of the UCC and all other laws (if any) otherwise applicable to the creation and perfection of such Liens and security interests; and (ii) UCC-3 termination statements or equivalent Lien termination documents or instruments, if any are applicable, necessary to release any Liens, security interests and other rights of any other Person in any Collateral, in each case in form and substance reasonably satisfactory to the Lender.

(e)          Delivery of Guaranty.  The Lender shall have received a Guaranty duly executed and delivered by the Executive in substantially the form as set forth as Exhibit C hereto.

(f)          Delivery of Stamp Tax Affidavit.  The Lender shall have received an affidavit, duly executed and delivered by each signatory thereto, confirming the location at which each Loan Party’s authorized signatory executed and delivered each Loan Document.

(g)          Satisfactory Legal Form.  All documents executed or submitted pursuant hereto by or on behalf of any Loan Party shall be satisfactory in form and substance to the Lender and its counsel, and the Lender and its counsel shall have received all information, approvals, resolutions, opinions, documents or instruments as the Lender or its counsel may reasonably request.

4. REPRESENTATIONS AND WARRANTIES

4.1         In order to induce the Lender to enter into this Agreement and to make the Loan hereunder, the Borrower represents and warrants to the Lender as follows:

(a)          Authority; Capacity; Non-Contravention; Etc.  The Borrower has full power, authority and capacity, and holds all approvals and consents (if any), necessary for it to enter into and perform its Obligations under the Loan Documents.  The execution, delivery and performance by the Borrower of the Loan Documents do not (i) contravene (x) any court decree or order binding on or affecting the Borrower or (y) any law or governmental regulation binding on or affecting the Borrower, (ii) result in or require the creation or imposition of any Lien on the Borrower’s properties (except Liens permitted by this Agreement) or (iii) result in any default under any contractual restriction binding on or affecting the Borrower.

3

(b)          Government Approvals; Regulations; Etc.  No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other Person (other than those that have been, or on the Closing Date will be, duly obtained or made and which are, or on the Closing Date will be, in full force and effect) is required for the due execution, delivery or performance by the Borrower of the Loan Documents.

(c)          Validity; Etc.  Each Loan Document to which the Borrower is party constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

(d)          Litigation; Etc.  There are no actions, suits or proceedings by or before any arbitrator, court or governmental authority pending against or, to the knowledge of the Borrower, threatened against or affecting, the Borrower that would reasonably be likely to adversely affect any Loan Document to which it is party or the Borrower’s ability to pay and perform its Obligations thereunder.

(e)          Ownership of Purchased Shares; Taxes; Etc.  Upon giving effect to the purchase of the Purchased Shares pursuant to the Share Purchase Agreement, the Borrower holds good and valid title to all Purchased Shares, free and clear in each case of all Liens or claims, except for the Transfer Restrictions and any Liens permitted pursuant hereto.  The Borrower has filed all material tax returns and reports required by law to have been filed by it and has paid all material taxes thereby shown to be due and owing, except any such taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside.

5. COVENANTS

5.1         Until all Obligations have been paid in full in cash, or as otherwise provided in Section 6 below, the Borrower covenants and agrees as follows:

(a)          Notice of Default.  As soon as possible and in any event within three (3) Business Days after the Borrower obtains knowledge of the occurrence of a Default, it will notify the Lender in writing, which writing shall describe such Default in reasonable detail and the action which the Borrower has taken and proposes to take with respect thereto.

(b)          Other Information.  Promptly after receiving written request from the Lender, the Borrower will provide the Lender with such other financial and other information as the Lender may from time to time reasonably request with respect to this Agreement, the Loan, the Purchased Shares held, directly or indirectly, by the Borrower and the Borrower’s performance of its Obligations hereunder.

4

(c)          Permitted Business Activities.  Without the prior written consent of the Lender, the Borrower will not, directly or indirectly:

(i)          acquire, own, hold or maintain any assets or property other than (w) the Purchased Shares, (x) any dividends or distributions received with respect to the Purchased Shares, (y) cash received upon any sale or disposition of Purchased Shares permitted pursuant to Section 5.1(e) below, and (z) Permitted Cash Equivalents received upon the investment or reinvestment of cash or other Permitted Cash Equivalents;

(ii)        engage in any business or activity other than those related to the performance of its duties and Obligations hereunder and the holding, ownership and maintenance of the assets and property described in clause (i) above;

(iii)       transfer or otherwise dispose of any of its assets or properties other than the sale or disposition of Purchased Shares permitted pursuant to Section 5.1(e) below and in connection with the investment and reinvestment of its cash and Permitted Cash Equivalents in the ordinary course;

(iv)        incur, assume or suffer to exist any Indebtedness other than in respect of the Obligations;

(v)         make any loan, advance or other investment, directly or indirectly, in any other Person or its assets or liabilities; provided that nothing herein shall prohibit or prevent the Borrower from (1) using cash to pay any or all of its Obligations hereunder, whether voluntary, on the Maturity Date or otherwise, or (2) investing or reinvesting cash and Permitted Cash Equivalents in the ordinary course;

(vi)        make any dividend or other distribution, directly or indirectly, on or in respect of its equity interests or other property or assets to any other Person, other than tax distributions in respect of the taxable income of the Borrower resulting from the ownership of the Purchased Shares; repurchase, redeem or otherwise acquire or retire any of its equity interests; or issue or sell any new equity interests;

(vii)       merge into or consolidate with any Person; dissolve, terminate, liquidate or wind-up (or take steps to accomplish any of the foregoing) in whole or in part; or change its legal structure;

(viii)     fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation; or

(ix)        fail to maintain customary books and records, bank accounts and securities accounts with reputable banks, broker-dealers or similar financial institutions, separate and apart from those of any of any other Person, as reasonably determined in good faith by the Borrower.

(d)          Securities Account for Purchased Shares; Etc.  Unless the Borrower has received the prior written consent of the Lender, the Borrower shall hold all Purchased Shares and other permitted investments, beneficially and of record, separate from all other assets of the Borrower, through the Maturity Date, in accounts owned and controlled by the Borrower.  Within five (5) Business Days following the end of each calendar quarter (or more frequently upon the reasonable request of the Lender) the Borrower will provide the Lender with copies of the Borrower’s most recent bank, securities or similar account statements provided to the Borrower by the banks, broker-dealers or other financial institutions holding the Borrower’s assets and properties, including Purchased Shares.

5

(e)          Transfer of Purchased Shares; Etc.  The Borrower may Transfer any or all Purchased Shares held by it only pursuant to a sale or other disposition (x) for cash consideration payable in U.S. dollars and (y) for a sales price that values the Purchased Shares at fair market value (as reasonably determined by the Borrower in good faith); provided that (A) the net cash proceeds received from such sale or disposition shall be subject to the terms and provisions of Section 5.1(c) above, and (B) the Borrower and, pursuant to the Guaranty, the Executive shall continue to remain liable under the terms of the Loan Documents for any portion of the Obligations that remains outstanding after giving effect to any such use on application.

(f)          Restrictive Agreements; Etc.  The Borrower will not enter into any agreement prohibiting (i) the creation or assumption of any Lien upon the Collateral or any of its other assets or properties, or (ii) the ability of the Borrower to amend or otherwise modify (or agree to the amendment or modification of) this Agreement, the Pledge Agreement, the Guaranty, the Note, any security documents entered into pursuant to Section 6.3 below, or any other document, instrument or agreement related hereto or thereto or delivered in a connection herewith or therewith (each, a “Loan Document”); provided that the foregoing prohibitions shall not apply to (i) restrictions contained in any Loan Document, (ii) any Transfer Restrictions or (iii) the Excess Amount Payment Obligation.

6. CONVERSION TO LIMITED RECOURSE

6.1         Full Recourse Prior to the Occurrence of the Limited Recourse Conversion Event.  At all times prior to the occurrence of the Limited Recourse Conversion Event, (i) the Borrower shall be fully and personally liable and responsible to the Lender for all Obligations until paid in full in cash, and shall make prompt payment in full for any Obligations when due and payable to the Lender pursuant to this Agreement and the Note, and (ii) the Lender’s recourse and other rights arising hereunder, under the Guaranty and under the other Loan Documents, by operation of law or otherwise, in respect of the Obligations shall not be limited or otherwise curtailed.

6.2          Limited Recourse Upon the Occurrence of the Limited Recourse Conversion Event.  Upon the occurrence of the Limited Recourse Conversion Event and at all times thereafter, the Borrower and the Lender hereby agree as follows:

(a)          The Borrower shall no longer have any personal liability for the payment or repayment of outstanding unpaid principal or interest on the Loan (collectively, the “Repayment Obligations”) and the Lender’s only recourse for satisfaction of the Repayment Obligations shall be the Lender’s exercise of its rights and remedies with respect to the Collateral secured by the Liens and security interests created and granted in favor of the Lender pursuant to the Loan Documents; provided that, notwithstanding the foregoing, if, on the date on which the Loan is repaid in full in accordance with Section 2.2(a) or (b), the aggregate fair market value of the Purchased Shares (the “Purchased Shares Amount”) is less than fifty (50%) of the aggregate amount of the Repayment Obligations (the “Bottom Loan Amount”), as reasonably determined in good faith by the Borrower, the Borrower shall have personal liability to the extent the Purchased Shares Amount is less than the Bottom Loan Amount (such amount, the “Bottom Excess Amount”).  Notwithstanding the foregoing, the Borrower shall continue to be fully and personally liable and responsible for all its Non-Repayment Obligations hereunder, as provided in Section 6.1, including with respect to the Excess Amount Payment Obligation and all costs, expenses and damages resulting from any non-performance of obligations under any Loan Document or the exercise of remedies by the Lender.

6

(b)          In the event that all or any portion of the Purchased Shares are sold or otherwise disposed of (whether pursuant to Section 5.1(e) or Section 7 or otherwise), in each case, after the occurrence of the Limited Recourse Conversion Event and prior to the Maturity Date, subject to the proviso below, the net after-tax proceeds from such sale or disposition shall be applied in the following order:

(i)          first, to the extent any Purchased Shares are sold for a per share sales price in excess of $150 per share (adjusted for any stock splits or recapitalizations), the portion of net after-tax proceeds received as a result of such sale attributable to such excess amount shall be payable to the Lender (the “Excess Amount Payment Obligation”), and such payment shall not be (or be deemed to be) a repayment of the Obligations in whole or in part;

(ii)         second, except for that portion of net after-tax proceeds, if any, described in clause (i) above (which shall be applied exclusively for the purpose set forth in such clause (i)), to the repayment of the Obligations in full; and

(iii)       third, after all Obligations have been paid in full, the remainder to the account of the Borrower;

provided, that the net after-tax proceeds payable to the Lender pursuant to clauses (i) and (ii) above shall be held and retained by the Borrower as required pursuant to Sections 5.1(c) and 5.1(e) above until the Maturity Date (as it may be accelerated pursuant to Sections 7.2 or 7.3), and, prior to the Maturity Date or, if earlier, the voluntary prepayment of the Obligations, in whole or in part, pursuant to Section 2.3 above.

6.3          Limited Recourse Conversion Event.  Upon the date (which shall be a Business Day) when each of the following conditions has been satisfied to the reasonable satisfaction of the Lender, the “Limited Recourse Conversion Event” shall be deemed to have occurred:

(a)          The Borrower shall have provided not less than thirty (30) days’ prior written notice to the Lender of its intention to avail itself of the rights and benefits pursuant to this Section 6.3 and convert its Obligations hereunder in respect of the payment of principal and interest to limited recourse Repayment Obligations.

(b)          No Transfer Restrictions shall be in force or effect that would prohibit the Transfer of, or creation of Liens in favor of the Lender on, the Purchased Shares contemplated hereunder.

7

(c)          The Lender shall have received documentation and other information reasonably requested by the Lender that evidences that the Obligations are secured by:

(i)          unless it is in conflict with or in violation of any law (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System, as amended), a perfected, first priority Lien on all Purchased Shares owned by the Borrower (and any securities account in which the Purchased Shares are held), free and clear of any other Liens, in which event any Liens on the Collateral (as defined in the Pledge Agreement) shall be released, in each case, pursuant to terms and documentation reasonably satisfactory to the Lender in all respects; or

(ii)         otherwise, a perfected, first priority Lien on one hundred percent (100%) of the equity interests of the Borrower, free and clear of any other Liens, pursuant to terms and documentation reasonably satisfactory to the Lender in all respects.

(d)          No Event of Default of the type described in clauses (a), (f), (g), (h) or (i) of Section 7.1 shall have occurred and be continuing.

7. EVENTS OF DEFAULT AND REMEDIES

7.1         Events of Default.  Each of the following shall constitute an “Event of Default” hereunder:

(a)          Non-Payment of Obligations.  The Borrower or, pursuant to the Guaranty, the Executive, shall default in the payment or prepayment when due of (i) any principal of or interest on the Loan, or (ii) any other monetary Obligation, and in the case of clause (ii) such default shall continue unremedied for a period of ten (10) days after such amount was due.

(b)          Breach of Warranty.  Any representation or warranty made or deemed to be made by any Loan Party in any Loan Document (including the certificate delivered pursuant to Section 3) is or shall be incorrect when made or deemed to have been made in any material respect.

(c)          Non-Performance of Certain Covenants and Obligations.  Any Loan Party shall default in the due performance or observance of any of its obligations set forth in clause (a), (c), (e) or (f) of Section 5.1.

(d)          Non-Performance of Other Covenants and Obligations.  Any Loan Party shall default in the due performance and observance of any other covenant, obligation or agreement contained in any Loan Document executed by it, and such default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) notice thereof given to the Borrower by the Lender or (ii) the date on which any such Loan Party has knowledge of such default.

(e)          Judgment.  Any judgment or order for the payment of money individually or in the aggregate in excess of $1,000,000 (exclusive of any amounts fully covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover such judgment or order) shall be rendered against any Loan Party and such judgment shall not have been vacated or discharged or stayed or bonded pending appeal within thirty (30) days after the entry thereof or enforcement proceedings shall have been commenced by any creditor upon such judgment or order.

8

(f)          Bankruptcy; Insolvency; Etc.  Any Loan Party shall (i) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, debts as they become due or (ii) permit or suffer to exist against it the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any dissolution, winding up or liquidation proceeding, in respect thereof, and, if any such case or proceeding is not commenced by such Loan Party, such case or proceeding shall be consented to or acquiesced in by such Loan Party or shall result in the entry of an order for relief or shall remain for sixty (60) days undismissed (any such event described in this Section 7.1(f), an “Insolvency Proceeding”).

(g)          Impairment of Loan Documents; Etc.  This Agreement, the Guaranty, the Pledge Agreement, any other Loan Document or any Lien granted pursuant to the Pledge Agreement shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Loan Party party thereto, as applicable; any Loan Party party to this Agreement, the Guaranty, the Pledge Agreement or any other Loan Document (other than the Lender) shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or, except as permitted under this Agreement, the Guaranty, the Pledge Agreement, any other Loan Document, any Lien securing any Obligations shall, in whole or in part, cease to be a perfected first priority Lien.

(h)          Death.  The Executive’s death, subject to Section 7.3.

(i)           Cessation of Employment.  The termination of the Executive’s employment under the terms of the Employment Agreement by the Executive without Good Reason.

7.2         Action if Bankruptcy or Cessation of Employment.  If any Event of Default described in Section 7.1(f) or (subject to the proviso set forth in Section 2.2(b) above) Section 7.1(i) shall occur, the outstanding principal amount of the Loan and all other Obligations shall automatically be and become immediately due and payable, without notice or demand to any Person.

7.3         Action if Other Event of Default.  If any Event of Default (other than any Event of Default described in Section 7.1(f)) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Lender may, by notice to the Borrower declare all or any portion of the outstanding principal amount of the Loan and other Obligations to be due and payable, whereupon the full unpaid amount of the Loan and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment; provided that, without limiting the foregoing, if an Event of Default described in Section 7.1(h) shall occur, the Executive’s beneficiary or estate shall also be required to take the actions specified in Section 9(e) of the Guaranty.

9

8. CERTAIN DEFINED TERMS, ETC.

8.1         When used in this Agreement or any other Loan Document, the following defined terms shall have the following meanings:

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” is defined in the preamble hereof.

“Bottom Excess Amount” is defined in Section 6.2(a).

“Bottom Loan Amount” is defined in Section 6.2(a).

“Business Day” means any day which is neither a Saturday nor a Sunday nor a legal holiday on which banks are authorized or required to be closed in New York, New York or Tokyo, Japan.

“Closing Date” means the date on which the purchase and sale of the Purchased Shares is consummated under and pursuant to the Share Purchase Agreement and the Loan is made hereunder.

“Collateral” means all Collateral (as defined in the Pledge Agreement) and any other collateral security described in any other Loan Document.

“Contingent Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person.

“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Default” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“Employment Agreement” means the Executive Employment Agreement, entered into as of June 1, 2018, by and among the Executive, SoftBank and SB Group US, Inc., a Delaware corporation and an Affiliate of the Lender, as amended or otherwise modified from time to time pursuant to the terms thereof.

“Event of Default” is defined in Section 7.1.

10

“Excess Amount Payment Obligation” is defined in Section 6.2(b)(ii).

“Executive” means Mr. Raul Marcelo Claure.

“GAAP” means applicable generally accepted accounting principles as in effect from time to time.

“Good Reason” has the meaning ascribed thereto in the Employment Agreement, or any in any employment agreement entered into between the Executive and SoftBank or its Affiliates that supersedes the Employment Agreement from time to time.

“Guaranty” means the Guaranty that is executed and delivered by the Executive in connection with Section 3.1(e), substantially in the form of Exhibit C hereto, as amended, supplemented or otherwise modified from time to time.

“Indebtedness” of any Person means:

(a)          all obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(b)          all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;

(c)          whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person), and indebtedness secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on property owned or being acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and

(d)          all Contingent Liabilities of such Person in respect of any of the foregoing.

“Initial PLR Agreement” means the Proxy, Lock-Up and ROFR Agreement, dated as of April 1, 2020, between Deutsche Telekom AG and SoftBank, as amended or otherwise modified from time to time pursuant to the terms thereof.

“Insolvency Proceeding” is defined in Section 7.1(f).

“Interest Rate” is defined in Section 2.1(a).

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or other priority or preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.

11

“Limited Recourse Conversion Event” is defined in Section 6.3.

“Loan” is defined in Section 1.1.

“Loan Document” is defined in Section 5.1(f).

“Loan Party” means any Person party to a Loan Document (other than the Lender) and its permitted successors and assigns.

“LTV Amount” means, as of any time of determination, the product of (i) the VWAP, multiplied by (ii) the number of Purchased Shares of the Borrower, in each case as of such time of determination.

“Maturity Date” means July 1, 2024.

“Non-Repayment Obligations” means all Obligations (including the Excess Payment Obligation) other than any Repayment Obligations.

“Note” means a promissory note of the Borrower payable to the Lender, in the form of Exhibit A hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to the Lender resulting from the outstanding principal amount of the Loan, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“Obligations” means all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Borrower arising under or in connection with this Agreement or any other Loan Document and the principal of and interest (including interest accruing during the pendency of any proceeding of the type described Section 7.1(g), whether or not allowed in such proceeding) on the Loan, including all Repayment Obligations and Non-Repayment Obligations.

“Permitted Cash Equivalent” means, at any time, (i) any direct obligation of (or unconditionally guaranteed by) the United States or a state thereof or of the District of Columbia (or any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States or a state thereof or of the District of Columbia) maturing not more than one (1) year after such time; (ii) commercial paper, or corporate demand notes, maturing not more than 270 days from the date of issue, which is issued by a corporation organized under the laws of any state of the United States or of the District of Columbia and rated A 1 or higher by S&P or P 1 or higher by Moody’s; (iii) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after its date of issuance, which is issued by any bank organized under the laws of the United States (or any state thereof or of the District of Columbia) and which has (x) a credit rating of A2 or higher from Moody’s or A or higher from S&P and (y) a combined capital and surplus greater than $500,000,000; or (iv) any money market account or mutual fund which invests exclusively or substantially in assets satisfying the foregoing requirements.

“Person” means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization, governmental authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

12

“Pledge Agreement” means the Pledge and Security Agreement required to be executed and delivered by the Pledgor pursuant to Section 3.1(d), substantially in the form of Exhibit B hereto, as amended, supplemented or otherwise modified from time to time.

“Pledgor” means the Person or Persons that, pursuant to the Pledge Agreement, hold (and will pledge to the Lender) one hundred percent (100%) of the outstanding equity interests in the Borrower.

“Purchased Shares” means the shares of TMUS common stock that are purchased and sold to the Borrower pursuant to the terms of the Share Purchase Agreement.

“Purchased Shares Amount” is defined in Section 6.2(a).

“Second PLR Agreement” means the Proxy, Lock-Up and ROFR Agreement, by and between Deutsche Telekom AG and the Executive, dated as of June 22, 2020, as amended or otherwise modified from time to time pursuant to the terms thereof.

“Share Purchase Agreement” is defined in Section 1.2.

“Share Purchase Price” means the Purchase Price (as defined in the Share Purchase Agreement as in effect on the date hereof).

“SoftBank” means SoftBank Group Corp., a Japanese kabushiki kaisha and an Affiliate of the Lender.

“Stockholders Agreement” means that certain Amended and Restated Stockholders’ Agreement, dated as of April 1, 2020, among Deutsche Telekom AG, SoftBank and TMUS, as amended or otherwise modified from time to time pursuant to the terms thereof.

“TMUS” means T-Mobile US, Inc.

“Transfer” has the meaning ascribed thereto in the Initial PLR Agreement (as in effect on the date hereof); provided that the reference in such definition to “any Voting Security or Share” shall, for purposes hereof, be deemed to mean and refer to a Purchased Share.

“Transfer Restrictions” means all applicable limitations or restrictions imposed by TMUS as of the date hereof and/or any other party, directly or indirectly (including limitations or restrictions arising under law, regulation, rule or TMUS policy or policies that are in effect as of the date hereof), on the Borrower’s ability either (i) to exercise voting rights in respect of any Purchased Shares or (ii) to Transfer any Purchased Shares, including (x) if and to the extent applicable to the Purchased Shares, the Executive or the Borrower, all applicable limitations and restrictions set forth in the Initial PLR Agreement, the Second PLR Agreement and the Stockholders’ Agreement and (y) all applicable limitations and restrictions on the Executive’s or the Borrower’s ability to pledge, exercise voting rights or other Transfer rights in respect of the Purchased Shares, in any such case, directly or indirectly, as a result of the Executive’s capacity as a director of TMUS, the application of the terms and provisions of the Initial PLR Agreement, the Second PLR Agreement or otherwise.  For the avoidance of doubt, Transfer Restrictions are expressly intended to include any limitation or restriction under any TMUS policy or policies that are in effect as of the date hereof purporting to forbid, prevent, limit or restrict the ability of the Executive or the Borrower to engage in pledging or hypothecating TMUS shares or any activity or arrangement having the effect of hedging the Executive’s or the Borrower’s economic risk of ownership of such shares.

13

“Triggering Event” is defined in the Pledge Agreement.

“VWAP” means, with respect to any Purchased Shares, as of any date of determination, the volume weighted average sale price for the Purchased Shares during the period of thirty (30) consecutive trading days ended immediately prior to such date of determination on the principal trading market for such Purchased Shares as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service reasonably acceptable to the Borrower and the Lender.

9. MISCELLANEOUS

9.1         Expenses.  All expenses incurred in connection with the preparation and any revision or amendment of this Agreement shall be borne by the party incurring such expenses.

9.2         Assignment.  This Agreement and the Loan are intended to be personal to the parties.  Neither party shall assign, or suffer or permit an assignment (by operation of law or otherwise), of its rights or obligations under or interest in this Agreement without the prior written consent of the other party, absent which any purported assignment or other disposition by a party shall be null and void ab initio.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs or successors (as applicable) and permitted assigns.

9.3         Modification.  The provisions of this Agreement and each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the parties hereto.  No failure or delay on the part of the Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.  No notice to or demand on the Borrower in any case shall entitle it or any of them to any notice or demand in similar or other circumstances.  No waiver or approval by the Lender hereunder or under any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions.  No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

9.4         Notices; Time; Etc.  All notices and other communications provided under any Loan Document shall be in writing and addressed, delivered or transmitted, if to the Borrower or the Lender, to the applicable Person at its address set forth below, or at such other as may be designated by such party in a written notice to the other party from time to time.  Any notice hereunder shall be deemed given when received.  Unless otherwise indicated, all references to the time of a day in a Loan Document shall refer to New York City time.

14

With respect to notices to be delivered or provided to the Borrower:

Claure Mobile LLC

c/o Claure Group

200 S Biscayne Blvd.

Suite 4420

Miami, FL  33131

USA

Attn: Joan Papadakis

E-mail: finance@clauregroup.com

With a copy to:

K&L Gates LLP

200 S Biscayne Blvd.

Suite 3900

Miami, FL 33131

USA

Attn: Clayton E. Parker

E-mail: clayton.parker@klgates.com

With respect to notices to be delivered or provided to the Lender:

SoftBank Group Corp.

Tokyo Shiodome Bldg.

1-9-1, Higashi-Shimbashi

Minato-ku, Tokyo 105-7303

Japan

Attn: Corporate Officer, Head of Legal Unit

E-mail: sbgrp-legalnotice@g.softbank.co.jp

9.5         Governing Law; Jurisdiction; Entire Agreement.

(a)          THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(b)          The Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or oral, with respect thereto.

15

9.6         Forum Selection; Consent to Jurisdiction.

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT, ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 9.4.  THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

9.7         Waiver of Jury Trial.

THE LENDER AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH.  THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THE LOAN DOCUMENTS.

16

9.8         Judgment Currency

(a)          If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder into U.S. dollars from another currency, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the Lender could purchase U.S. dollars with such other currency at the buying spot rate of exchange in the New York foreign exchange market on the Business Day immediately preceding that on which any such judgment, or any relevant part thereof, is given.

(b)          The obligations of the Borrower in respect of any sum due to the Lender hereunder and under any other Loan Document shall, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in such other currency the Lender is able, in accordance with normal banking procedures, to purchase U.S. dollars with such other currency.  If the amount of U.S. dollars so purchased is less than the sum originally due to the Lender in U.S. dollars, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Lender against such loss.  If the amount of U.S. dollars so purchased exceeds the sum originally due to the Lender in U.S. dollars, the Lender shall remit such excess to the Borrower.

9.9         Further Assurances.  The parties hereto, for themselves and their Affiliates (as the case may be), shall (and shall cause each such Affiliate, as applicable, to) perform such acts, execute and deliver such instruments and documents and do all other such things as may be reasonably necessary to give effect to this Agreement and the other Loan Documents and to effectuate the purposes and objectives of this Agreement and such other Loan Documents.

9.10       Severability.  If any provision of this Agreement or any other Loan Document is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement or any such Loan Document shall not be affected or impaired thereby.  The invalidity or unenforceability of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.11       Good Faith Consultation.  As to any matters not provided for in this Agreement, or in the case of any doubt or uncertainty between the parties with respect to the interpretation hereof, the Borrower and the Lender shall consult in good faith.

9.12       Counterparts.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Any signature (including, without limitation, (i) any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record and (ii) any facsimile or .pdf signature) hereto or to any other certificate, agreement or document related to this Agreement, and any contract formation or record-keeping, in each case, through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereto hereby waive any objection to the contrary.

[The remainder of this page is intentionally left blank]

17

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

LENDER:	STARBRIGHT WW LP, by STARBRIGHT LIMITED, its general partner
	Cayman Corporate Centre 27 Hospital Road
	George Town, Grand Cayman KY1- 9008, Cayman Islands

By: /s/ Christopher Cooper

Name:	Christopher Cooper
Title:	Director

[MC Loan Agreement]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

BORROWER: CLAURE MOBILE LLC c/o Claure Group 200 S Biscayne Blvd. Suite 4420 Miami, FL  33131 USA

By: /s/ Raul Marcelo Claure

Name:	Raul Marcelo Claure
Title:	Manager

[MC Loan Agreement]

EX-99.17

Exhibit 17

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”) is entered into as of June 23, 2020, by and between Starbright WW LP (the “Lender”) and T-Mo Fisher LLC, a Delaware limited liability company (the “Borrower”), and the Executive.  Capitalized terms not otherwise defined herein have the meanings set forth in Section 8 hereto.

1. LOAN AND FUNDING

1.1         Loan.  Subject to the terms and conditions set forth in this Agreement, the Lender shall, on the Closing Date, make a loan (the “Loan”) to the Borrower in a principal amount equal to the product of the Share Purchase Price multiplied by three hundred fifty thousand (350,000) Purchased Shares.The proceeds of the Loan shall be made available by the Lender to the Borrower by wire transfer of immediately available funds to an account designated by the Borrower in writing to the Lender.

1.2         Use of Proceeds.  Proceeds of the Loan made hereunder shall be used solely to finance the purchase of the Purchased Shares in the Offering at the public offering price (the “Share Purchase Price”).  In the event that the purchase of the Purchased Shares by the Borrower pursuant to the Offering is not consummated within four (4) Business Days of the Closing Date, the Borrower shall be obligated to immediately repay the Loan in full and to pay any other Obligations then due and owing.

1.3         Full Recourse.  (i) The Borrower shall be fully and personally liable and responsible to the Lender for all Obligations until paid in full in cash, and shall make prompt payment in full for any Obligations when due and payable to the Lender pursuant to this Agreement and the Note, and (ii) the Lender’s recourse and other rights arising hereunder, by operation of law or otherwise, in respect of the Obligations shall not be limited or otherwise curtailed.

2. INTEREST, REPAYMENTS AND PREPAYMENTS

2.1         Interest and Interest Payments.

(a)          Interest Rate.  Interest on the outstanding principal amount of the Loan shall accrue at a per annum rate (the “Interest Rate”) equal to 1.93%; provided that at all times commencing upon the date any Event of Default occurs, and continuing until such Event of Default is no longer continuing, the Interest Rate shall be increased by 3.00% per annum.

(b)          Interest Payments.  Accrued but unpaid interest shall be payable in full on the Maturity Date and, prior thereto, at the time any portion of the Loan is repaid or prepaid, whether mandatorily (including as a result of an acceleration upon the occurrence of an Event of Default, pursuant to Section 2.2(b) below or otherwise) or voluntarily.

(c)          Computations.  Interest on the Loan (including default interest) shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days.

1

2.2         Repayments.

(a)          Maturity Date Repayment.  The Borrower shall repay in full the entire outstanding principal amount of the Loan, along with any other outstanding payment Obligations, on the Maturity Date.  Prior thereto, payments and prepayments of the Loan shall be made as set forth below in this Section 2.2 and Section 2.3.

(b)          Acceleration.  The Borrower shall repay in full the entire outstanding principal amount of the Loan, along with any other outstanding payment Obligations, upon any acceleration of the Maturity Date pursuant to Sections 7.2 or 7.3 below, unless, at the election of the Lender in its sole determination, only a portion of the Loan is so accelerated (in which case the portion so accelerated, along with any accrued but unpaid interest thereon, shall be so repaid).

2.3         Voluntary Prepayments.  Prior to the Maturity Date, the Borrower may prepay all or any portion of the outstanding principal amount of the Loan, along with any accrued but unpaid interest on such principal amount, at any time upon not less than three(3) Business Days’ prior written notice to the Lender, which notice shall be irrevocable and shall include the prepayment date and the amount of principal and interest to be prepaid.

2.4         Payment Terms.  All payments by the Borrower, whether in respect of principal, interest, fees, costs, expenses or otherwise, shall be made (i) in immediately available funds, in U.S. dollars, to an account specified by the Lender, and (ii) without setoff or deduction and free and clear of any and all taxes other than any withholding taxes that may be required by applicable law.  All payments shall be applied first to accrued interest and thereafter to principal.  If any payment hereunder that would otherwise fall due on a day that is not a Business Day, such payment shall be due on the immediately following Business Day.  To the extent payments are received on a Business Day later than 3:00 p.m. Tokyo time on such date, such funds shall be deemed to have been received by the Lender on the next succeeding Business Day.

2.5         Setoff.  Upon the occurrence and during the continuance of any Event of Default, the Lender shall have the right to appropriate and apply to the payment of the Obligations owing to it (whether or not then due).  The Lender agrees promptly to notify the Borrower after any such appropriation and application made by the Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of the Lender under this Section 2.5 are in addition to other any other rights and remedies (including other rights of setoff under applicable law or otherwise) which the Lender may have.

3. CONDITIONS TO MAKING THE LOAN

3.1         Conditions.  The making of the Loan shall be subject to the execution and delivery of this Agreement by the parties hereto and the prior or substantially concurrent satisfaction of each of the conditions precedent set forth below.

(a)          Closing Date Certificate.  The Lender shall have received a certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to the Lender, and duly executed and delivered by the Borrower, in which certificate the Borrower shall acknowledge, certify and agree that the statements made therein shall be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) the representations and warranties set forth in this Agreement shall, in each case, be true and correct, (ii) no Default shall have then occurred and be continuing, and (iii) all of the conditions set forth in this Section 3 have been satisfied.

2

(b)         Delivery of Note.  The Lender shall have received a Note duly executed and delivered by the Borrower in substantially the form as set forth as Exhibit A hereto.

(c)          Share Purchase Confirmation; Etc.  The Lender shall have received evidence that the Borrower has received (i) a confirmation from the underwriters in the Offering that the Borrower has received an allocation of shares of TMUS common stock in the Offering equal to the amount of three hundred fifty thousand (350,000) Purchased Shares and (ii) a request from the underwriters in the Offering for payment of the Share Purchase Price, or other evidence reasonably satisfactory to the Lender that the Borrower has placed an order that has been accepted by the underwriters for three hundred fifty thousand (350,000) Purchased Shares.

(d)         Security Documents.  The Lender shall have received executed counterparts of the Pledge Agreement, pursuant to which the Collateral will include one hundred percent (100%) of the outstanding equity interests in the Borrower, duly executed and delivered by the Pledgor, together with (i) confirmation and evidence reasonably satisfactory to the Lender that the Liens and security interests granted therein have been created and perfected (on a first priority basis) in the Collateral in accordance with Articles 8 and 9 of the UCC and all other laws (if any) otherwise applicable to the creation and perfection of such Liens and security interests; and (ii) UCC-3 termination statements or equivalent Lien termination documents or instruments, if any are applicable, necessary to release any Liens, security interests and other rights of any other Person in any Collateral, in each case in form and substance reasonably satisfactory to the Lender.

(e)          Delivery of Guaranty.  The Lender shall have received a Guaranty duly executed and delivered by the Executive in substantially the form as set forth as Exhibit C hereto.

(f)          Satisfactory Legal Form.  All documents executed or submitted pursuant hereto by or on behalf of any Loan Party shall be satisfactory in form and substance to the Lender and its counsel, and the Lender and its counsel shall have received all information, approvals, resolutions, opinions, documents or instruments as the Lender or its counsel may reasonably request.

4. REPRESENTATIONS AND WARRANTIES

4.1         In order to induce the Lender to enter into this Agreement and to make the Loan hereunder, the Borrower represents and warrants to the Lender as follows:

(a)          Authority; Capacity; Non-Contravention; Etc.  The Borrower has full power, authority and capacity, and holds all approvals and consents (if any), necessary for it to enter into and perform its Obligations under the Loan Documents.  The execution, delivery and performance by the Borrower of the Loan Documents do not (i) contravene (x) any court decree or order binding on or affecting the Borrower or (y) any law or governmental regulation binding on or affecting the Borrower, (ii) result in or require the creation or imposition of any Lien on the Borrower’s properties (except Liens permitted by this Agreement) or (iii) result in any default under any contractual restriction binding on or affecting the Borrower.

3

(b)          Government Approvals; Regulations; Etc.  No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other Person (other than those that have been, or on the Closing Date will be, duly obtained or made and which are, or on the Closing Date will be, in full force and effect) is required for the due execution, delivery or performance by the Borrower of the Loan Documents.

(c)          Validity; Etc.  Each Loan Document to which the Borrower is party constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

(d)          Litigation; Etc.  There are no actions, suits or proceedings by or before any arbitrator, court or governmental authority pending against or, to the knowledge of the Borrower, threatened against or affecting, the Borrower that would reasonably be likely to adversely affect any Loan Document to which it is party or the Borrower’s ability to pay and perform its Obligations thereunder.

(e)          Ownership of Purchased Shares; Taxes; Etc.  Upon giving effect to the purchase of the Purchased Shares pursuant to the Offering, the Borrower holds good and valid title to all Purchased Shares, free and clear in each case of all Liens or claims, except for the Transfer Restrictions and any Liens permitted pursuant hereto.  The Borrower has filed all tax returns and reports required by law to have been filed by it and has paid all taxes thereby shown to be due and owing, except any such taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside.

5. COVENANTS

5.1         Until all Obligations have been paid in full in cash, the Borrower covenants and agrees as follows:

(a)          Notice of Default.  As soon as possible and in any event within three (3) Business Days after the Borrower obtains knowledge of the occurrence of a Default, it will notify the Lender in writing, which writing shall describe such Default in reasonable detail and the action which the Borrower has taken and proposes to take with respect thereto.

(b)          Other Information.  Promptly after receiving written request from the Lender, the Borrower will provide the Lender with such other financial and other information as the Lender may from time to time reasonably request with respect to this Agreement, the Loan, the Purchased Shares held, directly or indirectly, by the Borrower and the Borrower’s performance of its Obligations hereunder.

4

(c)          Permitted Business Activities.  Without the prior written consent of the Lender, the Borrower will not, directly or indirectly:

(i)          acquire, own, hold or maintain any assets or property other than (x) the Purchased Shares, (y) cash received upon any sale or disposition of Purchased Shares permitted pursuant to Section 5.1(e) below, and (z) Permitted Cash Equivalents received upon the investment or reinvestment of cash or other Permitted Cash Equivalents;

(ii)         engage in any business or activity other than those related to the performance of its duties and Obligations hereunder and the holding, ownership and maintenance of the assets and property described in clause (i) above;

(iii)        transfer or otherwise dispose of any of its assets or properties other than the sale or disposition of Purchased Shares permitted pursuant to Section 5.1(e) below and in connection with the investment and reinvestment of its cash and Permitted Cash Equivalents in the ordinary course;

(iv)        incur, assume or suffer to exist any Indebtedness other than in respect of the Obligations or any Permitted Additional Debt;

(v)         make any loan, advance or other investment, directly or indirectly, in any other Person or its assets or liabilities; provided that nothing herein shall prohibit or prevent the Borrower from (1) using cash to pay any or all of its Obligations hereunder, whether voluntary, on the Maturity Date or otherwise, or (2) investing or reinvesting cash and Permitted Cash Equivalents in the ordinary course;

(vi)        make any dividend or other distribution, directly or indirectly, on or in respect of its equity interests or other property or assets to any other Person; repurchase, redeem or otherwise acquire or retire any of its equity interests; or issue or sell any new equity interests; provided that proceeds of any Permitted Additional Debt, to the extent not required to repay the Obligations as set forth in the last paragraph of this Section 5.1(c), may be distributed upon terms that are mutually agreed upon by the Borrower and the Lender;

(vii)       merge into or consolidate with any Person; dissolve, terminate, liquidate or wind-up (or take steps to accomplish any of the foregoing) in whole or in part; or change its legal structure;

(viii)      fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation; or

(ix)        fail to maintain customary books and records, bank accounts and securities accounts with reputable banks, broker-dealers or similar financial institutions, separate and apart from those of any other Person, as reasonably determined in good faith by the Borrower.

5

Any term or provision of this clause (c) to the contrary notwithstanding, after the Closing Date, so long as not in conflict with or violation of any Transfer Restrictions or any law (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System, as amended) binding upon or applicable to the Lender, the Borrower or any other Person, the Borrower may incur Permitted Additional Debt so long as each of the following conditions have been satisfied: (1) the Permitted Additional Debt shall be either unsecured or be secured only by a pledge of the Purchased Shares (and not by any Collateral or any other assets of the Borrower), (2) the Permitted Additional Debt shall be subject to an intercreditor agreement among the holders of the Permitted Additional Debt (each, a “Permitted Additional Debt Lender”) and the Lender, in form and substance reasonably satisfactory to the Lender, that will provide (among other things) that to the extent any Permitted Additional Debt Lenders shall receive any prepayment or repayment of principal of the Permitted Additional Debt, in whole or in part (whether at scheduled maturity, upon an exercise of remedies, upon a voluntary or mandatory prepayment or otherwise), the proceeds thereof shall be turned over and paid to the Lender until all Obligations have been repaid in full; (3) at least ten (10) Business Days prior to the effectiveness thereof, the Borrower shall have provided the Lender with final drafts of all documentation relating to the Permitted Additional Debt and any related Liens, along with any other documentation or information reasonably requested by the Lender in respect thereof; and (4) (A) as of the end of each calendar quarter during which any Permitted Additional Debt remains outstanding, the aggregate outstanding amount of all Permitted Additional Debt shall not exceed fifty percent (50%) of the LTV Amount, and (B) at any time, the aggregate outstanding amount of all  Permitted Additional Debt shall not exceed $10,500,000.  Any amounts payable to the Lender pursuant to clause (2) above shall be applied to the prepayment of the Obligations in a manner consistent with the procedures set forth in Section 2.3 above.

(d)          Securities Account for Purchased Shares; Etc.  Unless the Borrower has received the prior written consent of the Lender, the Borrower shall hold all Purchased Shares and other permitted investments, beneficially and of record, separate from all other assets of the Borrower, through the Maturity Date, in accounts owned and controlled by the Borrower.  Within five (5) Business Days following the end of each calendar quarter (or more frequently upon the reasonable request of the Lender) the Borrower will provide the Lender with copies of the Borrower’s most recent bank, securities or similar account statements provided to the Borrower by the banks, broker-dealers or other financial institutions holding the Borrower’s assets and properties, including Purchased Shares.

(e)          Transfer of Purchased Shares; Etc.  The Borrower may Transfer any or all Purchased Shares held by it only pursuant to a sale or other disposition (x) for cash consideration payable in U.S. dollars and (y) for a sales price that values the Purchased Shares at fair market value (as reasonably determined by the Borrower in good faith); provided that (A) the net cash proceeds received from such sale or disposition shall be subject to the terms and provisions of Section 5.1(c) above, and (B) the Borrower and the Executive shall continue to remain liable under the terms of the Loan Documents for any portion of the Obligations that remains outstanding after giving effect to any such use on application.

(f)          Restrictive Agreements; Etc.  The Borrower will not enter into any agreement prohibiting (i) the creation or assumption of any Lien upon the Collateral or any of its other assets or properties, or (ii) the ability of the Borrower to amend or otherwise modify (or agree to the amendment or modification of) this Agreement, the Pledge Agreement, the Guaranty, the Note or any other document, instrument or agreement related hereto or thereto or delivered in a connection herewith or therewith (each, a “Loan Document”); provided that the foregoing prohibitions shall not apply to (i) restrictions contained in any Loan Document or (ii) any Transfer Restrictions.

6

6. WAIVER

6.1          Upon the disbursement of the Loan proceeds in accordance with Section 1.1 hereof, the Executive hereby unconditionally and irrevocably waives all of the Executive’s rights pursuant to Section 4(d) of the Employment Agreement (the “EIS Rights”), and releases and discharges the Lender, SBIA/US and each of their Affiliates from any liability or obligation with respect to the EIS Rights.

7. EVENTS OF DEFAULT AND REMEDIES

7.1         Events of Default.  Each of the following shall constitute an “Event of Default” hereunder:

(a)          Non-Payment of Obligations.  The Borrower or, pursuant to the Guaranty, the Executive shall default in the payment or prepayment when due of (i) any principal of or interest on the Loan, or (ii) any other monetary Obligation, and in the case of clause (ii) such default shall continue unremedied for a period of ten (10) days after such amount was due.

(b)          Breach of Warranty.  Any representation or warranty made or deemed to be made by any Loan Party in any Loan Document (including the certificate delivered pursuant to Section 3) is or shall be incorrect when made or deemed to have been made in any material respect.

(c)          Non-Performance of Certain Covenants and Obligations.  Any Loan Party shall default in the due performance or observance of any of its obligations set forth in clause (a), (c), (e) or (f) of Section 5.1.

(d)          Non-Performance of Other Covenants and Obligations.  Any Loan Party shall default in the due performance and observance of any other covenant, obligation or agreement contained in any Loan Document executed by it, and such default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) notice thereof given to the Borrower by the Lender or (ii) the date on which any such Loan Party has knowledge of such default.

(e)          Judgment.  Any judgment or order for the payment of money individually or in the aggregate in excess of $1,000,000 (exclusive of any amounts fully covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover such judgment or order) shall be rendered against any Loan Party and such judgment shall not have been vacated or discharged or stayed or bonded pending appeal within thirty (30) days after the entry thereof or enforcement proceedings shall have been commenced by any creditor upon such judgment or order.

(f)          Bankruptcy; Insolvency; Etc.  Any Loan Party shall (i) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, debts as they become due or (ii) permit or suffer to exist against it the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any dissolution, winding up or liquidation proceeding, in respect thereof, and, if any such case or proceeding is not commenced by such Loan Party, such case or proceeding shall be consented to or acquiesced in by such Loan Party or shall result in the entry of an order for relief or shall remain for sixty (60) days undismissed (any such event described in this Section 7.1(f), an “Insolvency Proceeding”).

7

(g)          Impairment of Loan Documents; Etc.  This Agreement, the Guaranty, the Pledge Agreement, any other Loan Document or any Lien granted pursuant to the Pledge Agreement shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Loan Party party thereto, as applicable; any Loan Party party to this Agreement, the Guaranty, the Pledge Agreement or any other Loan Document shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or, except as permitted under this Agreement, the Guaranty, the Pledge Agreement or any other Loan Document, any Lien securing any Obligations shall, in whole or in part, cease to be a perfected first priority Lien.

(h)          Death.  The Executive’s death, subject to Section 7.3.

7.2         Action if Bankruptcy.  If any Event of Default described in Section 7.1(f) shall occur, the outstanding principal amount of the Loan and all other Obligations shall automatically be and become immediately due and payable, without notice or demand to any Person.

7.3         Action if Other Event of Default.  If any Event of Default (other than any Event of Default described in Section 7.1(f)) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Lender may, by notice to the Borrower declare all or any portion of the outstanding principal amount of the Loan and other Obligations to be due and payable, whereupon the full unpaid amount of the Loan and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment; provided that, without limiting the foregoing, if an Event of Default described in Section 7.1(h) shall occur, the Executive’s beneficiary or estate shall also be required to take the actions specified in Section 9(e) of the Guaranty.

8. CERTAIN DEFINED TERMS, ETC.

8.1         When used in this Agreement or any other Loan Document, the following defined terms shall have the following meanings:

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” is defined in the preamble hereof.

“Business Day” means any day which is neither a Saturday nor a Sunday nor a legal holiday on which banks are authorized or required to be closed in New York, New York or Tokyo, Japan.

“Closing Date” means the date that is three (3) Business Days prior to the date on which the underwriters of the Offering require payment for the purchase of the Purchased Shares.

“Collateral” has the meaning provided in the Pledge Agreement.

8

“Contingent Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person.

“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Default” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“EIS Rights” is defined in Section 6.1.

“Employment Agreement” means the Employment Agreement entered into by SBIA/US and the Executive, effective as of January 1, 2019, as amended or otherwise modified from time to time pursuant to the terms thereof.

“Event of Default” is defined in Section 7.1.

“Executive” means Mr. Ronald D. Fisher.

“GAAP” means applicable generally accepted accounting principles as in effect from time to time.

“Guaranty” means the Guaranty that is executed and delivered by the Executive in connection with Section 3.1(e), substantially in the form of Exhibit C hereto, as amended, supplemented or otherwise modified from time to time.

“Indebtedness” of any Person means:

(a)          all obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(b)          all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;

(c)          whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person), and indebtedness secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on property owned or being acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and

9

(d)          all Contingent Liabilities of such Person in respect of any of the foregoing.

“Insolvency Proceeding” is defined in Section 7.1(f).

“Interest Rate” is defined in Section 2.1(a).

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or other priority or preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.

“Loan” is defined in Section 1.1.

“Loan Document” is defined in Section 5.1(f).

“Loan Party” means any Person party to a Loan Document (other than the Lender) and its permitted successors and assigns.

“LTV Amount” means, as of any time of determination, the product of (i) the VWAP, multiplied by (ii) the number of Purchased Shares of the Borrower, in each case as of such time of determination.

“Maturity Date” means July 1, 2024.

“Note” means a promissory note of the Borrower payable to the Lender, in the form of Exhibit A hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to the Lender resulting from the outstanding principal amount of the Loan, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“Obligations” means all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Borrower arising under or in connection with this Agreement or any other Loan Document and the principal of and interest (including interest accruing during the pendency of any proceeding of the type described Section 7.1(g), whether or not allowed in such proceeding) on the Loan.

“Offering” means the underwritten offering of shares of TMUS common stock described in the preliminary prospectus, dated June 22, 2020, filed with the Securities and Exchange Commission on such date.

“Permitted Additional Debt” means any Indebtedness (other than in respect of the Obligations) incurred by the Borrower that is permitted to be incurred pursuant to the final paragraph of Section 5.1(c) above.

10

“Permitted Additional Debt Lender” is defined in Section 5.1(c).

“Permitted Cash Equivalent” means, at any time, (i) any direct obligation of (or unconditionally guaranteed by) the United States or a state thereof or of the District of Columbia (or any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States or a state thereof or of the District of Columbia) maturing not more than one (1) year after such time; (ii) commercial paper, or corporate demand notes, maturing not more than 270 days from the date of issue, which is issued by a corporation organized under the laws of any state of the United States or of the District of Columbia and rated A 1 or higher by S&P or P 1 or higher by Moody’s; (iii) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after its date of issuance, which is issued by any bank organized under the laws of the United States (or any state thereof or of the District of Columbia) and which has (x) a credit rating of A2 or higher from Moody’s or A or higher from S&P and (y) a combined capital and surplus greater than $500,000,000; or (iv) any money market account or mutual fund which invests exclusively or substantially in assets satisfying the foregoing requirements.

“Person” means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization, governmental authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“Pledge Agreement” means the Pledge and Security Agreement required to be executed and delivered by the Pledgor pursuant to Section 3.1(d), substantially in the form of Exhibit B hereto, as amended, supplemented or otherwise modified from time to time.

“Pledgor” means the Person or Persons that, pursuant to the Pledge Agreement, hold (and will pledge to the Lender) one hundred percent (100%) of the outstanding equity interests in the Borrower.

“Purchased Shares” means the shares of TMUS common stock that are purchased and sold to the Borrower pursuant to the terms of the Offering.

“SBIA/US” means SB Investment Advisers (US) Inc., an Affiliate of the Lender.

“Share Purchase Price” is defined in Section 1.2.

“TMUS” means T-Mobile US, Inc.

“Transfer” means, with respect to any Person or any of its assets or properties, whether tangible or intangible, real, personal or otherwise,  any sale, conveyance, issuance, transfer, pledge, license, lease, disposition or other assignment or transfer of any rights, title or interests (including any voting, economic or other rights, title or interests) in or in respect of any such property or assets.

11

“Transfer Restrictions” means all applicable limitations or restrictions imposed by TMUS as of the date hereof and/or any other party, directly or indirectly (including limitations or restrictions arising under law, regulation, rule or TMUS policies that are in effect as of the date hereof), on the Borrower’s ability either (i) to exercise voting rights in respect of any Purchased Shares or (ii) to Transfer any Purchased Shares, in any such case, directly or indirectly, as a result of the Executive’s capacity as a director of TMUS. For the avoidance of doubt, Transfer Restrictions are expressly intended to include any limitation or restriction under any TMUS policy or policies that are in effect as of the date hereof purporting to forbid, prevent, limit or restrict the ability of the Executive or the Borrower to engage in pledging or hypothecating TMUS shares or any activity or arrangement having the effect of hedging the Executive’s or the Borrower’s economic risk of ownership of such shares.

“Triggering Event” is defined in the Pledge Agreement.

“VWAP” means, with respect to any Purchased Shares, as of any date of determination, the volume weighted average sale price for the Purchased Shares during the period of thirty (30) consecutive trading days ended immediately prior to such date of determination on the principal trading market for such Purchased Shares as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service reasonably acceptable to the Borrower and the Lender.

9. MISCELLANEOUS

9.1         Expenses.  All expenses incurred in connection with the preparation and any revision or amendment of this Agreement shall be borne by the party incurring such expenses.

9.2         Assignment.  This Agreement and the Loan are intended to be personal to the parties.  Neither party shall assign, or suffer or permit an assignment (by operation of law or otherwise), of its rights or obligations under or interest in this Agreement without the prior written consent of the other party, absent which any purported assignment or other disposition by a party shall be null and void ab initio.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs or successors (as applicable) and permitted assigns.

9.3         Modification.  The provisions of this Agreement and each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the parties hereto.  No failure or delay on the part of the Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.  No notice to or demand on the Borrower in any case shall entitle it or any of them to any notice or demand in similar or other circumstances.  No waiver or approval by the Lender hereunder or under any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions.  No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

9.4         Notices; Time; Etc.  All notices and other communications provided under any Loan Document shall be in writing and addressed, delivered or transmitted, if to the Borrower or the Lender, to the applicable Person at its address set forth below, or at such other as may be designated by such party in a written notice to the other party from time to time.  Any notice hereunder shall be deemed given when received.  Unless otherwise indicated, all references to the time of a day in a Loan Document shall refer to New York City time.

12

With respect to notices to be delivered or provided to the Borrower:

T-Mo Fisher LLC

*

*

*

With respect to notices to be delivered or provided to the Lender:

SoftBank Group Corp.

Tokyo Shiodome Bldg.

1-9-1, Higashi-Shimbashi

Minato-ku, Tokyo 105-7303

Japan

Attn: Corporate Officer, Head of Legal Unit

E-mail: sbgrp-legalnotice@g.softbank.co.jp

9.5         Governing Law; Jurisdiction; Entire Agreement.

(a)          THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(b)         The Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or oral, with respect thereto.

9.6         Forum Selection; Consent to Jurisdiction.

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT, ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 9.4.  THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

13

9.7         Waiver of Jury Trial.

THE LENDER AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH.  THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THE LOAN DOCUMENTS.

9.8         Judgment Currency

(a)          If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder into U.S. dollars from another currency, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the Lender could purchase U.S. dollars with such other currency at the buying spot rate of exchange in the New York foreign exchange market on the Business Day immediately preceding that on which any such judgment, or any relevant part thereof, is given.

(b)          The obligations of the Borrower in respect of any sum due to the Lender hereunder and under any other Loan Document shall, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in such other currency the Lender is able, in accordance with normal banking procedures, to purchase U.S. dollars with such other currency.  If the amount of U.S. dollars so purchased is less than the sum originally due to the Lender in U.S. dollars, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Lender against such loss.  If the amount of U.S. dollars so purchased exceeds the sum originally due to the Lender in U.S. dollars, the Lender shall remit such excess to the Borrower.

14

9.9         Further Assurances.  The parties hereto, for themselves and their Affiliates (as the case may be), shall (and shall cause each such Affiliate, as applicable, to) perform such acts, execute and deliver such instruments and documents and do all other such things as may be reasonably necessary to give effect to this Agreement and the other Loan Documents and to effectuate the purposes and objectives of this Agreement and such other Loan Documents.

9.10       Severability.  If any provision of this Agreement or any other Loan Document is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement or any such Loan Document shall not be affected or impaired thereby.  The invalidity or unenforceability of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.11       Good Faith Consultation.  As to any matters not provided for in this Agreement, or in the case of any doubt or uncertainty between the parties with respect to the interpretation hereof, the Borrower and the Lender shall consult in good faith.

9.12       Counterparts.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Any signature (including, without limitation, (i) any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record and (ii) any facsimile or .pdf signature) hereto or to any other certificate, agreement or document related to this Agreement, and any contract formation or record-keeping, in each case, through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereto hereby waive any objection to the contrary.

[The remainder of this page is intentionally left blank]

15

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

LENDER:	STARBRIGHT WW LP, by STARBRIGHT LIMITED, its general partner
	Cayman Corporate Centre 27 Hospital Road George Town, Grand Cayman KY1-9008, Cayman Islands

By: /s/ Christopher Cooper

Name:	Christopher Cooper
Title:	Director

[RF Loan Agreement]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

BORROWER: T-Mo Fisher LLC *
*
*

By: /s/ Ronald D. Fisher

Name:	Ronald D. Fisher
Title:	Managing Member

EXECUTIVE: Mr. Ronald D. Fisher *
*
*

By: /s/ Ronald D. Fisher

[RF Loan Agreement]

EX-99.18

Exhibit 18

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”) is entered into as of June 23, 2020, by and between Starbright WW LP (the “Lender”) and Brightstart Consultants Limited, a Cyprus limited company with registration number HE406150 (the “Borrower”).  Capitalized terms not otherwise defined herein have the meanings set forth in Section 8 hereto.

1. LOAN AND FUNDING

1.1         Loan.  Subject to the terms and conditions set forth in this Agreement, the Lender shall, on the Closing Date, make a loan (the “Loan”) to the Borrower in a principal amount equal to the product of the Share Purchase Price multiplied by four million, five hundred thousand (4,500,000) Purchased Shares.The proceeds of the Loan shall be made available by the Lender to the Borrower by wire transfer of immediately available funds to an account designated by the Borrower in writing to the Lender.

1.2         Use of Proceeds.  Proceeds of the Loan made hereunder shall be used solely to finance the purchase of the Purchased Shares in the Offering at the public offering price (the “Share Purchase Price”).  In the event that the purchase of the Purchased Shares by the Borrower pursuant to the Offering is not consummated within four (4) Business Days of the Closing Date, the Borrower shall be obligated to immediately repay the Loan in full and to pay any other Obligations then due and owing.

1.3         Full Recourse.  (i) The Borrower shall be fully and personally liable and responsible to the Lender for all Obligations until paid in full in cash, and shall make prompt payment in full for any Obligations when due and payable to the Lender pursuant to this Agreement and the Note, and (ii) the Lender’s recourse and other rights arising hereunder, by operation of law or otherwise, in respect of the Obligations shall not be limited or otherwise curtailed.

2. INTEREST, REPAYMENTS AND PREPAYMENTS

2.1         Interest and Interest Payments.

(a)          Interest Rate.  Interest on the outstanding principal amount of the Loan shall accrue at a per annum rate (the “Interest Rate”) equal to 1.93%; provided that at all times commencing upon the date any Event of Default occurs and is notified in writing to the Borrower, and continuing until such Event of Default is no longer continuing, the Interest Rate shall be increased by 3.00% per annum.

(b)          Interest Payments.  Accrued but unpaid interest shall be payable in full on the Maturity Date and, prior thereto, at the time any portion of the Loan is repaid or prepaid, whether mandatorily (including as a result of an acceleration upon the occurrence of an Event of Default, pursuant to Section 2.2(b) below or otherwise) or voluntarily (such accrued but unpaid interest being payable only in respect of the portion of the Loan repaid or prepaid).

(c)          Computations.  Interest on the Loan (including default interest) shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days.

1

2.2         Repayments.

(a)          Maturity Date Repayment.  The Borrower shall repay in full the entire outstanding principal amount of the Loan, along with any other outstanding payment Obligations, on the Maturity Date.  Prior thereto, payments and prepayments of the Loan shall be made as set forth below in this Section 2.2 and Section 2.3.

(b)          Acceleration.  The Borrower shall repay in full the entire outstanding principal amount of the Loan, along with any other outstanding payment Obligations, upon any acceleration of the Maturity Date pursuant to Sections 7.2 or 7.3 below, unless, at the election of the Lender in its sole determination, only a portion of the Loan is so accelerated (in which case the portion so accelerated, along with any accrued but unpaid interest thereon, shall be so repaid).

2.3         Voluntary Prepayments.  Prior to the Maturity Date, the Borrower may prepay all or any portion of the outstanding principal amount of the Loan, along with any accrued but unpaid interest on such principal amount, at any time upon not less than three(3) Business Days’ prior written notice to the Lender, which notice shall be irrevocable and shall include the prepayment date and the amount of principal and interest to be prepaid.

2.4         Payment Terms.  All payments by the Borrower, whether in respect of principal, interest, fees, costs, expenses or otherwise, shall be made (i) in immediately available funds, in U.S. dollars, to an account specified by the Lender, and (ii) without setoff or deduction and free and clear of any and all taxes other than any withholding taxes that may be required by applicable law.  All payments shall be applied first to accrued interest on the amount of principal being repaid or prepaid and thereafter to principal.  If any payment hereunder that would otherwise fall due on a day that is not a Business Day, such payment shall be due on the immediately following Business Day.  To the extent payments are received on a Business Day later than 3:00 p.m. Tokyo time on such date, such funds shall be deemed to have been received by the Lender on the next succeeding Business Day.

2.5         Setoff.  Upon the occurrence and during the continuance of any Event of Default, the Lender shall have the right to setoff and apply to the payment of the Obligations owing to it (whether or not then due) any and all amounts placed on deposit, if any, by the Borrower and held by the Lender.  The Lender agrees promptly to notify the Borrower after any such appropriation and application made by the Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of the Lender under this Section 2.5 are in addition to other any other rights and remedies (including other rights of setoff under applicable law or otherwise) which the Lender may have.

3. CONDITIONS TO MAKING THE LOAN

3.1         Conditions.  The making of the Loan shall be subject to the execution and delivery of this Agreement by the parties hereto and the prior or substantially concurrent satisfaction of each of the conditions precedent set forth below.

2

(a)          Closing Date Certificate.  The Lender shall have received a certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to the Lender, and duly executed and delivered by the Borrower, in which certificate the Borrower shall acknowledge, certify and agree that the statements made therein shall be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) the representations and warranties set forth in this Agreement shall, in each case, be true and correct, (ii) no Default shall have then occurred and be continuing, and (iii) all of the conditions set forth in this Section 3 have been satisfied.

(b)          Delivery of Note.  The Lender shall have received a Note duly executed and delivered by the Borrower in substantially the form as set forth as Exhibit A hereto.

(c)          Share Purchase Confirmation; Etc.  The Lender shall have received evidence that the Borrower has received (i) a confirmation from the underwriters in the Offering that the Borrower has received an allocation of shares of TMUS common stock in the Offering equal to the amount of four million, five hundred thousand (4,500,000) Purchased Shares and (ii) a request from the underwriters in the Offering for payment of the Share Purchase Price, or other evidence reasonably satisfactory to the Lender that the Borrower has placed an order that has been accepted by the underwriter for four million, five hundred thousand (4,500,000) Purchased Shares.

(d)          Security Documents.  The Lender shall have received duly executed counterparts of the Pledgor (as defined in the Pledge Agreement) to the Pledge Agreement, pursuant to which the Collateral will include one hundred percent (100%) of the issued share capital of the Borrower, together with all deliverables listed in clause 4.1.1 of the Pledge Agreement and a certified true copy of the register of members of the Borrower evidencing the memorandum of pledge.

(e)          Delivery of Guaranty.  The Lender shall have received a Guaranty duly executed and delivered by the Executive in substantially the form as set forth as Exhibit C hereto.

(f)          Deliverable Documents.  The Lender shall have received in respect of each of the Borrower and the Pledgor (to the extent a body corporate):

(i)          a copy of the following documents: (x) the Memorandum and Articles of Association in Greek language (with the Cypriot Registrar of Companies stamp appearing on the same) and English language, in each case certified as a true copy, and (y) the corporate register, certified as a true copy;

(ii)         a copy of a resolution of the board of directors (x) approving the terms of, and the transactions contemplated by, the relevant Loan Documents and resolving that it execute, deliver and perform any other relevant Loan Documents to which it is party, (y) authorising a specified person or persons to execute the relevant Loan Documents on its behalf and (z) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the relevant Loan Documents to which it is a party; and

3

(iii)       an incumbency certificate from the secretary of the relevant Person in a form acceptable to the Lender.

(g)          Satisfactory Legal Form.  All documents executed or submitted pursuant hereto by or on behalf of any Loan Party shall be satisfactory in form and substance to the Lender and its counsel, and the Lender and its counsel shall have received all information, approvals, resolutions, opinions, documents or instruments as the Lender or its counsel may reasonably request prior to the Closing Date.

4. REPRESENTATIONS AND WARRANTIES

4.1         In order to induce the Lender to enter into this Agreement and to make the Loan hereunder, the Borrower represents and warrants to the Lender as follows:

(a)          Authority; Capacity; Non-Contravention; Etc.  The Borrower has full power, authority and capacity, and holds all approvals and consents (if any), necessary for it to enter into and perform its Obligations under the Loan Documents.  The execution, delivery and performance by the Borrower of the Loan Documents do not (i) contravene (x) any court decree or order binding on or affecting the Borrower or (y) any law or governmental regulation binding on or affecting the Borrower, (ii) result in or require the creation or imposition of any Lien on the Borrower’s properties (except Liens permitted by or arising under this Agreement or any other Loan Document) or (iii) result in any default under any contractual restriction binding on or affecting the Borrower.

(b)          Government Approvals; Regulations; Etc.  No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other Person (other than those that have been, or on the Closing Date will be, duly obtained or made and which are, or on the Closing Date will be, in full force and effect) is required for the due execution, delivery or performance by the Borrower of the Loan Documents.

(c)          Validity; Etc.  Each Loan Document to which the Borrower is party constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, examinership, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

(d)          Litigation; Etc.  There are no actions, suits or proceedings by or before any arbitrator, court or governmental authority pending against or, to the knowledge of the Borrower, threatened against or affecting, the Borrower that would reasonably be likely to materially and adversely affect any Loan Document to which it is party or the Borrower’s ability to pay and perform its Obligations thereunder.

(e)          Ownership of Purchased Shares; Taxes; Etc.  Upon giving effect to the purchase of the Purchased Shares pursuant to the Offering, the Borrower holds good and valid title to all Purchased Shares, free and clear in each case of all Liens or claims, except for any Liens permitted pursuant hereto.  The Borrower has filed all tax returns and reports required by law to have been filed by it and has paid all taxes thereby shown to be due and owing, except any such taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside.

4

5. COVENANTS

5.1         Until all Obligations have been paid in full in cash, the Borrower covenants and agrees as follows:

(a)          Notice of Default.  As soon as possible and in any event within three (3) Business Days after the Borrower obtains knowledge of the occurrence of a Default, it will notify the Lender in writing, which writing shall describe such Default in reasonable detail and the action which the Borrower has taken and proposes to take with respect thereto.

(b)          Other Information.  As soon as reasonably practicable after receiving written request from the Lender, the Borrower will provide the Lender with such other financial and other information as the Lender may from time to time reasonably request with respect to this Agreement, the Loan, the Purchased Shares held, directly or indirectly, by the Borrower and the Borrower’s performance of its Obligations hereunder.

(c)          Permitted Business Activities.  Without the prior written consent of the Lender, the Borrower will not, directly or indirectly:

(i)          acquire, own, hold or maintain any assets or property other than (x) the Purchased Shares, (y) cash received upon any sale or disposition of Purchased Shares permitted pursuant to Section 5.1(e) below, and (z) Permitted Cash Equivalents received upon the investment or reinvestment of cash or other Permitted Cash Equivalents;

(ii)        engage in any business or activity other than those related to the performance of its duties and Obligations hereunder and the holding, ownership and maintenance of the assets and property described in clause (i) above;

(iii)       transfer or otherwise dispose of any of its assets or properties other than the sale or disposition of Purchased Shares permitted pursuant to Section 5.1(e) below and in connection with the investment and reinvestment of its cash and Permitted Cash Equivalents in the ordinary course;

(iv)        incur, assume or suffer to exist any Indebtedness other than (x) for the purposes of paying costs and expenses solely related to the preservation of its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, (y) in respect of the Obligations or any Permitted Additional Debt and (z) solely for the purpose of maintaining customary books and records, bank accounts and securities accounts with reputable banks, broker-dealers or similar financial institutions, separate and apart from those of any other Person, as reasonably determined in good faith by the Borrower;

(v)         make any loan, advance or other investment, directly or indirectly, in any other Person or its assets or liabilities; provided that nothing herein shall prohibit or prevent the Borrower from (1) using cash to pay any or all of its Obligations hereunder, whether voluntary, on the Maturity Date or otherwise, or (2) investing or reinvesting cash and Permitted Cash Equivalents in the ordinary course;

5

(vi)        make any dividend or other distribution, directly or indirectly, on or in respect of its equity interests or other property or assets to any other Person; repurchase, redeem or otherwise acquire or retire any of its equity interests; or issue or sell any new equity interests; provided that proceeds of any Permitted Additional Debt, to the extent not required to repay the Obligations as set forth in the last paragraph of this Section 5.1(c), may be distributed upon terms that are mutually agreed upon by the Borrower and the Lender;

(vii)       merge into or consolidate with any Person; dissolve, terminate, liquidate, apply for examinership or wind-up (or take steps to accomplish any of the foregoing) in whole or in part; or change its legal structure;

(viii)     fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation; or

(ix)        fail to maintain customary books and records, bank accounts and securities accounts with reputable banks, broker-dealers or similar financial institutions, separate and apart from those of any other Person, as reasonably determined in good faith by the Borrower.

Any term or provision of this clause (c) to the contrary notwithstanding, after the Closing Date, so long as not in conflict with or violation of any law (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System, as amended) binding upon or applicable to the Lender, any Loan Party or any Permitted Additional Debt Lender, the Borrower may incur Permitted Additional Debt (which may mature before or after the Maturity Date) so long as each of the following conditions have been satisfied: (1) the Permitted Additional Debt shall be either unsecured or be secured only by a security interest in either or both of the equity interests of the Borrower or the Purchased Shares and, in each case, any related rights (and not by any other assets of the Borrower), (2) the Permitted Additional Debt shall be subject to an intercreditor agreement among the holders of the Permitted Additional Debt (each, a “Permitted Additional Debt Lender”) and the Lender, in form and substance reasonably satisfactory to the Lender, that will provide (among other things) that to the extent any Permitted Additional Debt Lenders shall receive any prepayment or repayment of principal of the Permitted Additional Debt, in whole or in part (whether at maturity, upon an exercise of remedies, upon a voluntary or mandatory prepayment or otherwise), the proceeds thereof shall be (a) applied to the repayment of the Permitted Additional Debt if the aggregate fair market value (as reasonably determined by the Borrower in good faith on any date that is at least five (5) Business Days, but no more than seven (7) Business Days, prior to such repayment, and the Borrower’s calculations in reasonable detail to be provided to the Lender on such date) of the Purchased Shares owned by the Borrower after giving effect to such repayment would be equal to or exceed the total amount of the outstanding Obligations following such repayment or (b) otherwise, shared and divided among such Permitted Additional Debt Lenders and the Lender proportionately according to the then outstanding aggregate principal amount of the Loan and the Permitted Additional Debt; (3) the Borrower shall have provided the Lender with drafts of all documentation relating to the Permitted Additional Debt and any related Liens at least ten (10) Business Days prior to the effectiveness thereof, and execution copies of such drafts prior to the effectiveness thereof, along with any other documentation or information reasonably requested by the Lender in respect thereof; and (4) (A) as of the end of each calendar quarter during which any Permitted Additional Debt remains outstanding, the aggregate outstanding amount of all Permitted Additional Debt shall not exceed fifty percent (50%) of the LTV Amount, and (B) at any time, the aggregate outstanding amount of all  Permitted Additional Debt shall not exceed $135,000,000. Any amounts payable to the Lender pursuant to clause (2) above shall be applied to the prepayment of the Obligations in a manner consistent with the procedures set forth in Section 2.3 above.

6

(d)          Securities Account for Purchased Shares; Etc.  Except to the extent granted as collateral security for any Permitted Additional Debt or otherwise agreed by the Lender in writing, the Borrower shall hold all Purchased Shares and other permitted investments, beneficially and, where applicable, of record, separate from all other assets of the Borrower, through the Maturity Date, in accounts owned and controlled by the Borrower. Within five (5) Business Days following the end of each calendar quarter (or more frequently upon the reasonable request of the Lender) the Borrower will provide the Lender with copies of the Borrower’s most recent bank, securities or similar account statements provided to the Borrower by the banks, broker-dealers or other financial institutions holding the Borrower’s assets and properties, including Purchased Shares.

(e)          Transfer of Purchased Shares; Etc.  The Borrower may Transfer any or all Purchased Shares held by it only (1) as collateral security for any Permitted Additional Debt, subject to the terms and provisions of Section 5.1(c) above or (ii) pursuant to a sale or other disposition (x) for cash consideration payable in U.S. dollars and (y) for a sales price that values the Purchased Shares at fair market value (as reasonably determined by the Borrower in good faith); provided that (A) the net cash proceeds received from such sale or disposition shall be subject to the terms and provisions of Section 5.1(c) above, and (B) the Borrower and the Executive shall continue to remain liable under the terms of the Loan Documents for any portion of the Obligations that remains outstanding after giving effect to any such use on application.

(f)          Restrictive Agreements; Etc.  Except to the extent otherwise agreed by the Lender in writing, the Borrower will not enter into any agreement prohibiting (i) the creation or assumption of any Lien upon the Collateral or any of its other assets or properties, or (ii) the ability of the Borrower to amend or otherwise modify (or agree to the amendment or modification of) this Agreement, the Pledge Agreement, the Guaranty, the Note, any other pledge or security agreement (including the New Pledge Agreement and any other documents, instruments or agreements entered into in connection with any Permitted Transfer (as defined in the Pledge Agreement)) or any other document, instrument or agreement related hereto or thereto or delivered in a connection herewith or therewith (each, a “Loan Document”); provided that the foregoing prohibitions shall not apply to restrictions contained in any Loan Document.

7

(g)          Cyprus Stamp Tax.  If the Permitted Transfer has not been consummated, and the New Pledge Agreement has not been delivered by the parties thereto, by August 23, 2020, the Borrower shall, no later than September 1, 2020, provide evidence to the Lender evidencing that the Pledge Agreement and the Loan Agreement have been delivered to the Commissioner of Stamp Duty in Cyprus for stamping purposes and all applicable stamp duties have been duly paid or have been exempted from payment of all applicable stamp duties.  If the Permitted Transfer occurs, the Borrower shall, within 30 days of the signing of any share pledge agreement between Weisshorn Holding S.a.r.l, the Executive (if applicable), and the Lender over the shares in the Borrower (the “New Pledge Agreement”), provide evidence to the Lender that the New Pledge Agreement and the Loan Agreement have been delivered to the Commissioner of Stamp Duty in Cyprus for stamping purposes and all applicable stamp duties have been duly paid or have been exempted from payment of any applicable stamp duties.

6. [RESERVED]

7. EVENTS OF DEFAULT AND REMEDIES

7.1         Events of Default.  Each of the following shall constitute an “Event of Default” hereunder:

(a)          Non-Payment of Obligations.  The Borrower or, pursuant to the Guaranty, the Executive shall default in the payment or prepayment when due of (i) any principal on the Loan and, in the case of this clause (i), such default shall continue unremedied for a period of one (1) Business Day after such amount was due, (ii) any interest on the Loan and, in the case of this clause (ii), such default shall continue unremedied for a period of two (2) Business Days after such amount was due, or (iii) any other monetary Obligation and, in the case of this clause (iii), such default shall continue unremedied for a period of five (5) Business Days after such amount was due.

(b)          Breach of Warranty.  Any representation or warranty made or deemed to be made by any Loan Party in any Loan Document (including the certificate delivered pursuant to Section 3) is or shall be incorrect when made or deemed to have been made in any material respect.

(c)          Non-Performance of Certain Covenants and Obligations.  Any Loan Party shall default in the due performance or observance of any of its obligations set forth in clause (a), (c), (e) or (f) of Section 5.1.

(d)          Non-Performance of Other Covenants and Obligations.  Any Loan Party shall default in the due performance and observance of any other covenant, obligation or agreement contained in any Loan Document executed by it, and such default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) notice thereof given to the Loan Party by the Lender or (ii) the date on which the Loan Party has actual knowledge of such default.

(e)          Judgment.  Any judgment or order for the payment of money individually or in the aggregate in excess of $1,000,000 (exclusive of any amounts fully covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover such judgment or order) shall be rendered against any Loan Party and such judgment shall not have been vacated or discharged or stayed or bonded pending appeal within thirty (30) days after the entry thereof or enforcement proceedings shall have been commenced by any creditor upon such judgment or order.

8

(f)          Bankruptcy; Insolvency; Etc.  Any Loan Party shall (i) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, debts as they become due or (ii) permit or suffer to exist against it the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any dissolution, examinership, winding up or liquidation proceeding, in respect thereof, and, if any such case or proceeding is not commenced by such Loan Party, such case or proceeding shall be consented to or acquiesced in by such Loan Party or shall result in the entry of an order for relief or shall remain for sixty (60) days undismissed (any such event described in this Section 7.1(f), an “Insolvency Proceeding”).

(g)          Impairment of Loan Documents; Etc.  This Agreement, the Guaranty, the Pledge Agreement, any other Loan Document or any Lien granted pursuant to the Pledge Agreement shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Loan Party party thereto, as applicable; any Loan Party party to this Agreement, the Guaranty, the Pledge Agreement or any other Loan Document shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or, except as permitted under this Agreement, the Guaranty, the Pledge Agreement or any other Loan Document, any Lien securing any Obligations shall, in whole or in part, cease to be a perfected first priority Lien, in each case other than by reason of an act or omission on the part of the Lender.

(h)          Death.  The Executive’s death, subject to Section 7.3.

(i)          Cessation of Employment.  The termination of the Executive’s employment under the terms of the Employment Agreement by the Executive without Good Reason.

7.2         Action if Bankruptcy.  If any Event of Default described in Section 7.1(f) shall occur, the outstanding principal amount of the Loan and all other Obligations shall automatically be and become immediately due and payable, without notice or demand to any Person.

7.3         Action if Other Event of Default.  If any Event of Default (other than any Event of Default described in Section 7.1(f)) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Lender may, by notice to the Borrower declare all or any portion of the outstanding principal amount of the Loan and other Obligations to be due and payable, whereupon the full unpaid amount of the Loan and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment; provided that, without limiting the foregoing, if an Event of Default described in Section 7.1(h) shall occur, the Executive’s beneficiary or estate shall also be required to take the actions specified in Section 9(e) of the Guaranty.

8. CERTAIN DEFINED TERMS, ETC.

8.1         When used in this Agreement or any other Loan Document, the following defined terms shall have the following meanings:

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

9

“Agreement” is defined in the preamble hereof.

“Business Day” means any day which is neither a Saturday nor a Sunday nor a legal holiday on which banks are authorized or required to be closed in New York, New York or Tokyo, Japan.

“Closing Date” means the date that is three (3) Business Days prior to the date on which the underwriters of the Offering require payment for the purchase of the Purchased Shares in the Offering.

“Collateral” means all Charged Assets (as defined in the Pledge Agreement), and, as the context may require, any and all other collateral security described in any other Loan Document.

“Contingent Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person.

“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Default” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“Employment Agreement” means the Amended and Restated Employment Contract entered into by SB Investment Advisers (UK) Limited, an Affiliate of the Lender, and the Executive, effective as of January 31, 2019, as amended or otherwise modified from time to time pursuant to the terms thereof.

“Event of Default” is defined in Section 7.1.

“Executive” means Mr. Rajeev Misra.

“GAAP” means applicable generally accepted accounting principles in the United States as in effect from time to time.

“Good Reason” has the meaning ascribed thereto in the Employment Agreement, or in any employment agreement entered into between the Executive and SoftBank or its Affiliates that supersedes the Employment Agreement in its entirety from time to time.

“Guaranty” means the Guaranty that is executed and delivered by the Executive in connection with Section 3.1(e), substantially in the form of Exhibit C hereto, as amended, supplemented or otherwise modified from time to time.

10

“Indebtedness” of any Person means:

(a)          all obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(b)          all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;

(c)          whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person), and indebtedness secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on property owned or being acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and

(d)          all Contingent Liabilities of such Person in respect of any of the foregoing.

“Insolvency Proceeding” is defined in Section 7.1(f).

“Interest Rate” is defined in Section 2.1(a).

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or other priority or preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.

“Loan” is defined in Section 1.1.

“Loan Document” is defined in Section 5.1(f).

“Loan Party” means any Person party to a Loan Document (other than the Lender) and its permitted successors and assigns.

“LTV Amount” means, as of any time of determination, the product of (i) the VWAP, multiplied by (ii) the number of Purchased Shares of the Borrower, in each case as of such time of determination.

“New Pledge Agreement” is defined in Section 5.1(g).

“Maturity Date” means July 1, 2024.

“Note” means a promissory note of the Borrower payable to the Lender, in the form of Exhibit A hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to the Lender resulting from the outstanding principal amount of the Loan, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

11

“Obligations” means all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Borrower arising under or in connection with this Agreement or any other Loan Document and the principal of and interest (including interest accruing during the pendency of any proceeding of the type described Section 7.1(g), whether or not allowed in such proceeding) on the Loan.

“Offering” means the underwritten offering of shares of TMUS common stock described in the preliminary prospectus, dated June 22, 2020, filed with the Securities and Exchange Commission on such date.

“Permitted Additional Debt” means any Indebtedness (other than in respect of the Obligations) incurred by the Borrower that is permitted to be incurred pursuant to the final paragraph of Section 5.1(c) above.

“Permitted Additional Debt Lender” is defined in Section 5.1(c).

“Permitted Cash Equivalent” means, at any time, (i) any direct obligation of (or unconditionally guaranteed by) the United States or a state thereof or of the District of Columbia (or any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States or a state thereof or of the District of Columbia) maturing not more than one (1) year after such time; (ii) commercial paper, or corporate demand notes, maturing not more than 270 days from the date of issue, which is issued by a corporation organized under the laws of any state of the United States or of the District of Columbia and rated A 1 or higher by S&P or P 1 or higher by Moody’s; (iii) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after its date of issuance, which is issued by any bank organized under the laws of the United States (or any state thereof or of the District of Columbia) and which has (x) a credit rating of A2 or higher from Moody’s or A or higher from S&P and (y) a combined capital and surplus greater than $500,000,000; or (iv) any money market account or mutual fund which invests exclusively or substantially in assets satisfying the foregoing requirements.

“Person” means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization, governmental authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“Pledge Agreement” means the Pledge and Charge over Shares Agreement required to be executed and delivered by the Pledgor pursuant to Section 3.1(d), substantially in the form of Exhibit B hereto, as amended, supplemented or otherwise modified from time to time.

“Pledgor” means the legal and beneficial Person or Persons holding one hundred percent (100%) of the issued share capital in the Borrower.

“Purchased Shares” means the shares of TMUS common stock that are purchased and sold to the Borrower pursuant to the terms of the Offering.

12

“Share Purchase Price” is defined in Section 1.2.

“SoftBank” means SoftBank Group Corp., a Japanese kabushiki kaisha and an Affiliate of the Lender.

“TMUS” means T-Mobile US, Inc.

“Transfer” means, with respect to any Person or any of its assets or properties, whether tangible or intangible, real, personal or otherwise, any sale, conveyance, issuance, transfer, pledge, license, lease, disposition or other assignment or transfer of any rights, title or interests (including any voting, economic or other rights, title or interests) in or in respect of any such property or assets.

“VWAP” means, with respect to any Purchased Shares, as of any date of determination, the volume weighted average sale price for the Purchased Shares during the period of thirty (30) consecutive trading days ended immediately prior to such date of determination on the principal trading market for such Purchased Shares as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service reasonably acceptable to the Borrower and the Lender.

9. MISCELLANEOUS

9.1         Expenses.  All expenses incurred in connection with the preparation and any revision or amendment of this Agreement shall be borne by the party incurring such expenses.

9.2         Assignment.  This Agreement and the Loan are intended to be personal to the parties.  Neither party shall assign, or suffer or permit an assignment (by operation of law or otherwise), of its rights or obligations under or interest in this Agreement without the prior written consent of the other party, absent which any purported assignment or other disposition by a party shall be null and void ab initio.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs or successors (as applicable) and permitted assigns.

9.3         Modification.  The provisions of this Agreement and each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the parties hereto.  No failure or delay on the part of the Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.  No notice to or demand on the Borrower in any case shall entitle it or any of them to any notice or demand in similar or other circumstances.  No waiver or approval by the Lender hereunder or under any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions.  No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

13

9.4         Notices; Time; Etc.  All notices and other communications provided under any Loan Document shall be in writing and addressed, delivered or transmitted, if to the Borrower or the Lender, to the applicable Person at its address set forth below, or at such other address as may be designated by such party in a written notice to the other party from time to time.  Any notice hereunder shall be deemed given when received.  Unless otherwise indicated, all references to the time of a day in a Loan Document shall refer to New York City time.

With respect to notices to be delivered or provided to the Borrower:

Brightstart Consultants Limited

c/o Fiduserve Management Ltd

4^th Floor, 9 Kafkasou Str.,

Aglantzia, 2112

Nicosia, Cyprus

With respect to notices to be delivered or provided to the Lender:

SoftBank Group Corp.

Tokyo Shiodome Bldg.

1-9-1, Higashi-Shimbashi

Minato-ku, Tokyo 105-7303

Japan

Attn: Corporate Officer, Head of Legal Unit

E-mail: sbgrp-legalnotice@g.softbank.co.jp

9.5         Governing Law; Jurisdiction; Entire Agreement.

(a)          THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(b)          The Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or oral, with respect thereto.

14

9.6         Forum Selection; Consent to Jurisdiction.

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT, ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 9.4.  THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

9.7         Waiver of Jury Trial.

THE LENDER AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH.  THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THE LOAN DOCUMENTS.

9.8         Judgment Currency

(a)          If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder into U.S. dollars from another currency, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the Lender could purchase U.S. dollars with such other currency at the buying spot rate of exchange in the New York foreign exchange market on the Business Day immediately preceding that on which any such judgment, or any relevant part thereof, is given.

15

(b)          The obligations of the Borrower in respect of any sum due to the Lender hereunder and under any other Loan Document shall, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in such other currency the Lender is able, in accordance with normal banking procedures, to purchase U.S. dollars with such other currency.  If the amount of U.S. dollars so purchased is less than the sum originally due to the Lender in U.S. dollars, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Lender against such loss.  If the amount of U.S. dollars so purchased exceeds the sum originally due to the Lender in U.S. dollars, the Lender shall remit such excess to the Borrower.

9.9         Further Assurances.  The parties hereto, for themselves and their Affiliates (as the case may be), shall (and shall cause each such Affiliate, as applicable, to) perform such acts, execute and deliver such instruments and documents and do all other such things as may be reasonably necessary to give effect to this Agreement and the other Loan Documents and to effectuate the purposes and objectives of this Agreement and such other Loan Documents.

9.10       Severability.  If any provision of this Agreement or any other Loan Document is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement or any such Loan Document shall not be affected or impaired thereby.  The invalidity or unenforceability of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.11       Good Faith Consultation.  As to any matters not provided for in this Agreement, or in the case of any doubt or uncertainty between the parties with respect to the interpretation hereof, the Borrower and the Lender shall consult in good faith.

9.12       Counterparts.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Any signature (including, without limitation, (i) any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record and (ii) any facsimile or .pdf signature) hereto or to any other certificate, agreement or document related to this Agreement, and any contract formation or record-keeping, in each case, through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereto hereby waive any objection to the contrary.

[The remainder of this page is intentionally left blank]

16

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

LENDER:	STARBRIGHT WW LP, by STARBRIGHT LIMITED, its general partner
	Cayman Corporate Centre 27 Hospital Road George Town, Grand Cayman KY1-9008, Cayman Islands

By: /s/ Christopher Cooper

Name:	Christopher Cooper
Title:	Director

[RM Loan Agreement]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

BORROWER: Brightstart Consultants Limited c/o Fiduserve Management Ltd 4^th Floor, 9 Kafkasou Str., Aglantzia, 2112 Nicosia, Cyprus

By: /s/ Maria Procopi

Name:	Maria Procopi
Title:	Director

[RM Loan Agreement]

EX-99.19

Exhibit 19

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”) is entered into as of June 23, 2020, by and between Starbright WW LP (the “Lender”) and TIP – TMO LLC, a California limited liability company (the “Borrower”).  Capitalized terms not otherwise defined herein have the meanings set forth in Section 8 hereto.

1. LOAN AND FUNDING

1.1         Loan.  Subject to the terms and conditions set forth in this Agreement, the Lender shall, on the Closing Date, make a loan (the “Loan”) to the Borrower in a principal amount equal to the product of the Share Purchase Price multiplied by one hundred fifty thousand (150,000) Purchased Shares.The proceeds of the Loan shall be made available by the Lender to the Borrower by wire transfer of immediately available funds to an account designated by the Borrower in writing to the Lender.

1.2         Use of Proceeds.  Proceeds of the Loan made hereunder shall be used solely to finance the purchase of the Purchased Shares in the Offering at the public offering price (the “Share Purchase Price”). In the event that the purchase of the Purchased Shares by the Borrower pursuant to the Offering is not consummated within four (4) Business Days of the Closing Date, the Borrower shall be obligated to immediately repay the Loan in full and to pay any other Obligations then due and owing.

1.3         Full Recourse.  (i) The Borrower shall be fully and personally liable and responsible to the Lender for all Obligations until paid in full in cash, and shall make prompt payment in full for any Obligations when due and payable to the Lender pursuant to this Agreement and the Note, and (ii) the Lender’s recourse and other rights arising hereunder, by operation of law or otherwise, in respect of the Obligations shall not be limited or otherwise curtailed.

2. INTEREST, REPAYMENTS AND PREPAYMENTS

2.1         Interest and Interest Payments.

(a)          Interest Rate.  Interest on the outstanding principal amount of the Loan shall accrue at a per annum rate (the “Interest Rate”) equal to 1.93%; provided that at all times commencing upon the date any Event of Default occurs, and continuing until such Event of Default is no longer continuing, the Interest Rate shall be increased by 3.00% per annum.

(b)          Interest Payments.  Accrued but unpaid interest shall be payable in full on the Maturity Date and, prior thereto, at the time any portion of the Loan is repaid or prepaid, whether mandatorily (including as a result of an acceleration upon the occurrence of an Event of Default, pursuant to Section 2.2(b) below or otherwise) or voluntarily.

(c)          Computations.  Interest on the Loan (including default interest) shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days.

1

2.2         Repayments.

(a)          Maturity Date Repayment.  The Borrower shall repay in full the entire outstanding principal amount of the Loan, along with any other outstanding payment Obligations, on the Maturity Date.  Prior thereto, payments and prepayments of the Loan shall be made as set forth below in this Section 2.2 and Section 2.3.

(b)          Acceleration.  The Borrower shall repay in full the entire outstanding principal amount of the Loan, along with any other outstanding payment Obligations, upon any acceleration of the Maturity Date pursuant to Sections 7.2 or 7.3 below, unless, at the election of the Lender in its sole determination, only a portion of the Loan is so accelerated (in which case the portion so accelerated, along with any accrued but unpaid interest thereon, shall be so repaid).

2.3         Voluntary Prepayments.  Prior to the Maturity Date, the Borrower may prepay all or any portion of the outstanding principal amount of the Loan, along with any accrued but unpaid interest on such principal amount, at any time upon not less than three(3) Business Days’ prior written notice to the Lender, which notice shall be irrevocable and shall include the prepayment date and the amount of principal and interest to be prepaid.

2.4         Payment Terms.  All payments by the Borrower, whether in respect of principal, interest, fees, costs, expenses or otherwise, shall be made (i) in immediately available funds, in U.S. dollars, to an account specified by the Lender, and (ii) without setoff or deduction and free and clear of any and all taxes other than any withholding taxes that may be required by applicable law.  All payments shall be applied first to accrued interest and thereafter to principal.  If any payment hereunder that would otherwise fall due on a day that is not a Business Day, such payment shall be due on the immediately following Business Day.  To the extent payments are received on a Business Day later than 3:00 p.m. Tokyo time on such date, such funds shall be deemed to have been received by the Lender on the next succeeding Business Day.

2.5         Setoff.  Upon the occurrence and during the continuance of any Event of Default, the Lender shall have the right to appropriate and apply to the payment of the Obligations owing to it (whether or not then due).  The Lender agrees promptly to notify the Borrower after any such appropriation and application made by the Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of the Lender under this Section 2.5 are in addition to other any other rights and remedies (including other rights of setoff under applicable law or otherwise) which the Lender may have.

3. CONDITIONS TO MAKING THE LOAN

3.1         Conditions.  The making of the Loan shall be subject to the execution and delivery of this Agreement by the parties hereto and the prior or substantially concurrent satisfaction of each of the conditions precedent set forth below.

(a)          Closing Date Certificate.  The Lender shall have received a certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to the Lender, and duly executed and delivered by the Borrower, in which certificate the Borrower shall acknowledge, certify and agree that the statements made therein shall be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) the representations and warranties set forth in this Agreement shall, in each case, be true and correct, (ii) no Default shall have then occurred and be continuing, and (iii) all of the conditions set forth in this Section 3 have been satisfied.

2

(b)         Delivery of Note.  The Lender shall have received a Note duly executed and delivered by the Borrower in substantially the form as set forth as Exhibit A hereto.

(c)          Share Purchase Confirmation; Etc.  The Lender shall have received evidence that the Borrower has received (i) a confirmation from the underwriters in the Offering that the Borrower has received an allocation of shares of TMUS common stock in the Offering equal to the amount of one hundred fifty thousand (150,000) Purchased Shares and (ii) a request from the underwriters in the Offering for payment of the Share Purchase Price, or other evidence reasonably satisfactory to the Lender that the Borrower has placed an order that has been accepted by the underwriters for one hundred fifty thousand (150,000) Purchased Shares.

(d)         Security Documents.  The Lender shall have received executed counterparts of the Pledge Agreement, pursuant to which the Collateral will include one hundred percent (100%) of the outstanding equity interests in the Borrower, duly executed and delivered by the Pledgor, together with (i) confirmation and evidence reasonably satisfactory to the Lender that the Liens and security interests granted therein have been created and perfected (on a first priority basis) in the Collateral in accordance with Articles 8 and 9 of the UCC and all other laws (if any) otherwise applicable to the creation and perfection of such Liens and security interests; and (ii) UCC-3 termination statements or equivalent Lien termination documents or instruments, if any are applicable, necessary to release any Liens, security interests and other rights of any other Person in any Collateral, in each case in form and substance reasonably satisfactory to the Lender.

(e)          Delivery of Guaranty.  The Lender shall have received a Guaranty duly executed and delivered by the Executive in substantially the form as set forth as Exhibit C hereto.

(f)          Satisfactory Legal Form.  All documents executed or submitted pursuant hereto by or on behalf of any Loan Party shall be satisfactory in form and substance to the Lender and its counsel, and the Lender and its counsel shall have received all information, approvals, resolutions, opinions, documents or instruments as the Lender or its counsel may reasonably request.

4. REPRESENTATIONS AND WARRANTIES

4.1         In order to induce the Lender to enter into this Agreement and to make the Loan hereunder, the Borrower represents and warrants to the Lender as follows:

(a)          Authority; Capacity; Non-Contravention; Etc.  The Borrower has full power, authority and capacity, and holds all approvals and consents (if any), necessary for it to enter into and perform its Obligations under the Loan Documents.  The execution, delivery and performance by the Borrower of the Loan Documents do not (i) contravene (x) any court decree or order binding on or affecting the Borrower or (y) any law or governmental regulation binding on or affecting the Borrower, (ii) result in or require the creation or imposition of any Lien on the Borrower’s properties (except Liens permitted by this Agreement) or (iii) result in any default under any contractual restriction binding on or affecting the Borrower.

3

(b)          Government Approvals; Regulations; Etc.  No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other Person (other than those that have been, or on the Closing Date will be, duly obtained or made and which are, or on the Closing Date will be, in full force and effect) is required for the due execution, delivery or performance by the Borrower of the Loan Documents.

(c)          Validity; Etc.  Each Loan Document to which the Borrower is party constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

(d)          Litigation; Etc.  There are no actions, suits or proceedings by or before any arbitrator, court or governmental authority pending against or, to the knowledge of the Borrower, threatened against or affecting, the Borrower that would reasonably be likely to adversely affect any Loan Document to which it is party or the Borrower’s ability to pay and perform its Obligations thereunder.

(e)          Ownership of Purchased Shares; Taxes; Etc.  Upon giving effect to the purchase of the Purchased Shares pursuant to the Offering, the Borrower holds good and valid title to all Purchased Shares, free and clear in each case of all Liens or claims, except for any Liens permitted pursuant hereto.  The Borrower has filed all tax returns and reports required by law to have been filed by it and has paid all taxes thereby shown to be due and owing, except any such taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside.

5. COVENANTS

5.1         Until all Obligations have been paid in full in cash, the Borrower covenants and agrees as follows:

(a)          Notice of Default.  As soon as possible and in any event within three (3) Business Days after the Borrower obtains knowledge of the occurrence of a Default, it will notify the Lender in writing, which writing shall describe such Default in reasonable detail and the action which the Borrower has taken and proposes to take with respect thereto.

(b)          Other Information.  Promptly after receiving written request from the Lender, the Borrower will provide the Lender with such other financial and other information as the Lender may from time to time reasonably request with respect to this Agreement, the Loan, the Purchased Shares held, directly or indirectly, by the Borrower and the Borrower’s performance of its Obligations hereunder.

(c)          Permitted Business Activities.  Without the prior written consent of the Lender, the Borrower will not, directly or indirectly:

4

(i)          acquire, own, hold or maintain any assets or property other than (x) the Purchased Shares, (y) cash received upon any sale or disposition of Purchased Shares permitted pursuant to Section 5.1(e) below, and (z) Permitted Cash Equivalents received upon the investment or reinvestment of cash or other Permitted Cash Equivalents;

(ii)         engage in any business or activity other than those related to the performance of its duties and Obligations hereunder and the holding, ownership and maintenance of the assets and property described in clause (i) above;

(iii)        transfer or otherwise dispose of any of its assets or properties other than the sale or disposition of Purchased Shares permitted pursuant to Section 5.1(e) below and in connection with the investment and reinvestment of its cash and Permitted Cash Equivalents in the ordinary course;

(iv)        incur, assume or suffer to exist any Indebtedness other than in respect of the Obligations or any Permitted Additional Debt;

(v)         make any loan, advance or other investment, directly or indirectly, in any other Person or its assets or liabilities; provided that nothing herein shall prohibit or prevent the Borrower from (1) using cash to pay any or all of its Obligations hereunder, whether voluntary, on the Maturity Date or otherwise, or (2) investing or reinvesting cash and Permitted Cash Equivalents in the ordinary course;

(vi)        make any dividend or other distribution, directly or indirectly, on or in respect of its equity interests or other property or assets to any other Person; repurchase, redeem or otherwise acquire or retire any of its equity interests; or issue or sell any new equity interests; provided that proceeds of any Permitted Additional Debt, to the extent not required to repay the Obligations as set forth in the last paragraph of this Section 5.1(c), may be distributed upon terms that are mutually agreed upon by the Borrower and the Lender;

(vii)       merge into or consolidate with any Person;  dissolve, terminate, liquidate or wind-up (or take steps to accomplish any of the foregoing) in whole or in part; or change its legal structure;

(viii)     fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation; or

(ix)        fail to maintain customary books and records, bank accounts and securities accounts with reputable banks, broker-dealers or similar financial institutions, separate and apart from those of any other Person, as reasonably determined in good faith by the Borrower.

5

Any term or provision of this clause (c) to the contrary notwithstanding, after the Closing Date, so long as not in conflict with or violation of any law (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System, as amended) binding upon or applicable to the Lender, the Borrower or any other Person, the Borrower may incur Permitted Additional Debt so long as each of the following conditions have been satisfied: (1) the Permitted Additional Debt shall be either unsecured or be secured only by a pledge of the Purchased Shares (and not by any Collateral or any other assets of the Borrower), (2) the Permitted Additional Debt shall be subject to an intercreditor agreement among the holders of the Permitted Additional Debt (each, a “Permitted Additional Debt Lender”) and the Lender, in form and substance reasonably satisfactory to the Lender, that will provide (among other things) that to the extent any Permitted Additional Debt Lenders shall receive any prepayment or repayment of principal of the Permitted Additional Debt, in whole or in part (whether at scheduled maturity, upon an exercise of remedies, upon a voluntary or mandatory prepayment or otherwise), the proceeds thereof shall be turned over and paid to the Lender until all Obligations have been repaid in full; (3) at least ten (10) Business Days prior to the effectiveness thereof, the Borrower shall have provided the Lender with final drafts of all documentation relating to the Permitted Additional Debt and any related Liens, along with any other documentation or information reasonably requested by the Lender in respect thereof; and (4) (A) as of the end of each calendar quarter during which any Permitted Additional Debt remains outstanding, the aggregate outstanding amount of all Permitted Additional Debt shall not exceed fifty percent (50%) of the LTV Amount, and (B) at any time, the aggregate outstanding amount of all  Permitted Additional Debt shall not exceed $4,500,000. Any amounts payable to the Lender pursuant to clause (2) above shall be applied to the prepayment of the Obligations in a manner consistent with the procedures set forth in Section 2.3 above.

(d)          Securities Account for Purchased Shares; Etc.  Unless the Borrower has received the prior written consent of the Lender, the Borrower shall hold all Purchased Shares and other permitted investments, beneficially and of record, separate from all other assets of the Borrower, through the Maturity Date, in accounts owned and controlled by the Borrower. Within five (5) Business Days following the end of each calendar quarter (or more frequently upon the reasonable request of the Lender) the Borrower will provide the Lender with copies of the Borrower’s most recent bank, securities or similar account statements provided to the Borrower by the banks, broker-dealers or other financial institutions holding the Borrower’s assets and properties, including Purchased Shares.

(e)          Transfer of Purchased Shares; Etc.  The Borrower may Transfer any or all Purchased Shares held by it only pursuant to a sale or other disposition (x) for cash consideration payable in U.S. dollars and (y) for a sales price that values the Purchased Shares at fair market value (as reasonably determined by the Borrower in good faith); provided that (A) the net cash proceeds received from such sale or disposition shall be subject to the terms and provisions of Section 5.1(c) above, and (B) the Borrower and the Executive shall continue to remain liable under the terms of the Loan Documents for any portion of the Obligations that remains outstanding after giving effect to any such use on application.

(f)          Restrictive Agreements; Etc.  The Borrower will not enter into any agreement prohibiting (i) the creation or assumption of any Lien upon the Collateral or any of its other assets or properties, or (ii) the ability of the Borrower to amend or otherwise modify (or agree to the amendment or modification of) this Agreement, the Pledge Agreement, the Guaranty, the Note or any other document, instrument or agreement related hereto or thereto or delivered in a connection herewith or therewith (each, a “Loan Document”); provided that the foregoing prohibitions shall not apply to restrictions contained in any Loan Document.

6

6. [RESERVED]

7. EVENTS OF DEFAULT AND REMEDIES

7.1         Events of Default.  Each of the following shall constitute an “Event of Default” hereunder:

(a)          Non-Payment of Obligations.  The Borrower or, pursuant to the Guaranty, the Executive, shall default in the payment or prepayment when due of (i) any principal of or interest on the Loan, or (ii) any other monetary Obligation, and in the case of clause (ii) such default shall continue unremedied for a period of ten (10) days after such amount was due.

(b)          Breach of Warranty.  Any representation or warranty made or deemed to be made by any Loan Party in any Loan Document (including the certificate delivered pursuant to Section 3) is or shall be incorrect when made or deemed to have been made in any material respect.

(c)          Non-Performance of Certain Covenants and Obligations.  Any Loan Party shall default in the due performance or observance of any of its obligations set forth in clause (a), (c), (e) or (f) of Section 5.1.

(d)          Non-Performance of Other Covenants and Obligations.  Any Loan Party shall default in the due performance and observance of any other covenant, obligation or agreement contained in any Loan Document executed by it, and such default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) notice thereof given to the Borrower by the Lender or (ii) the date on which any such Loan Party has knowledge of such default.

(e)          Judgment.  Any judgment or order for the payment of money individually or in the aggregate in excess of $1,000,000 (exclusive of any amounts fully covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover such judgment or order) shall be rendered against any Loan Party and such judgment shall not have been vacated or discharged or stayed or bonded pending appeal within thirty (30) days after the entry thereof or enforcement proceedings shall have been commenced by any creditor upon such judgment or order.

(f)          Bankruptcy; Insolvency; Etc.  Any Loan Party shall (i) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, debts as they become due or (ii) permit or suffer to exist against it the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any dissolution, winding up or liquidation proceeding, in respect thereof, and, if any such case or proceeding is not commenced by such Loan Party, such case or proceeding shall be consented to or acquiesced in by such Loan Party or shall result in the entry of an order for relief or shall remain for sixty (60) days undismissed (any such event described in this Section 7.1(f), an “Insolvency Proceeding”).

7

(g)          Impairment of Loan Documents; Etc.  This Agreement, the Guaranty, the Pledge Agreement, any other Loan Document or any Lien granted pursuant to the Pledge Agreement shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Loan Party party thereto, as applicable; any Loan Party party to this Agreement, the Guaranty, the Pledge Agreement or any other Loan Document shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or, except as permitted under this Agreement, the Guaranty, the Pledge Agreement or any other Loan Document, any Lien securing any Obligations shall, in whole or in part, cease to be a perfected first priority Lien.

(h)          Death.  The Executive’s death, subject to Section 7.3.

7.2         Action if Bankruptcy.  If any Event of Default described in Section 7.1(f) shall occur, the outstanding principal amount of the Loan and all other Obligations shall automatically be and become immediately due and payable, without notice or demand to any Person.

7.3         Action if Other Event of Default.  If any Event of Default (other than any Event of Default described in Section 7.1(f)) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Lender may, by notice to the Borrower declare all or any portion of the outstanding principal amount of the Loan and other Obligations to be due and payable, whereupon the full unpaid amount of the Loan and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment; provided that, without limiting the foregoing, if an Event of Default described in Section 7.1(h) shall occur, the Executive’s beneficiary or estate shall also be required to take the actions specified in Section 9 (e) of the Guaranty.

8. CERTAIN DEFINED TERMS, ETC.

8.1         When used in this Agreement or any other Loan Document, the following defined terms shall have the following meanings:

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” is defined in the preamble hereof.

“Business Day” means any day which is neither a Saturday nor a Sunday nor a legal holiday on which banks are authorized or required to be closed in New York, New York or Tokyo, Japan.

“Closing Date” means the date that is three (3) Business Days prior to the date on which the underwriters of the Offering require payment for the purchase of the Purchased Shares.

 “Collateral” has the meaning provided in the Pledge Agreement.

“Contingent Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person.

8

“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Default” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“Event of Default” is defined in Section 7.1.

“Executive” means Mr. Robert S. Townsend.

“GAAP” means applicable generally accepted accounting principles as in effect from time to time.

“Guaranty” means the Guaranty that is executed and delivered by the Executive in connection with Section 3.1(e), substantially in the form of Exhibit C hereto, as amended, supplemented or otherwise modified from time to time.

“Indebtedness” of any Person means:

(a)          all obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(b)          all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;

(c)          whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person), and indebtedness secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on property owned or being acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and

(d)          all Contingent Liabilities of such Person in respect of any of the foregoing.

“Insolvency Proceeding” is defined in Section 7.1(f).

“Interest Rate” is defined in Section 2.1(a).

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or other priority or preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.

9

“Loan” is defined in Section 1.1.

“Loan Document” is defined in Section 5.1(f).

“Loan Party” means any Person party to a Loan Document (other than the Lender) and its permitted successors and assigns.

“LTV Amount” means, as of any time of determination, the product of (i) the VWAP, multiplied by (ii) the number of Purchased Shares of the Borrower, in each case as of such time of determination.

“Maturity Date” means July 1, 2024.

“Note” means a promissory note of the Borrower payable to the Lender, in the form of Exhibit A hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to the Lender resulting from the outstanding principal amount of the Loan, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“Obligations” means all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Borrower arising under or in connection with this Agreement or any other Loan Document and the principal of and interest (including interest accruing during the pendency of any proceeding of the type described Section 7.1(g), whether or not allowed in such proceeding) on the Loan.

“Offering” means the underwritten offering of shares of TMUS common stock described in the preliminary prospectus, dated June 22, 2020, filed with the Securities and Exchange Commission on such date.

“Permitted Additional Debt” means any Indebtedness (other than in respect of the Obligations) incurred by the Borrower that is permitted to be incurred pursuant to the final paragraph of Section 5.1(c) above.

“Permitted Additional Debt Lender” is defined in Section 5.1(c).

“Permitted Cash Equivalent” means, at any time, (i) any direct obligation of (or unconditionally guaranteed by) the United States or a state thereof or of the District of Columbia (or any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States or a state thereof or of the District of Columbia) maturing not more than one (1) year after such time; (ii) commercial paper, or corporate demand notes, maturing not more than 270 days from the date of issue, which is issued by a corporation organized under the laws of any state of the United States or of the District of Columbia and rated A 1 or higher by S&P or P 1 or higher by Moody’s; (iii) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after its date of issuance, which is issued by any bank organized under the laws of the United States (or any state thereof or of the District of Columbia) and which has (x) a credit rating of A2 or higher from Moody’s or A or higher from S&P and (y) a combined capital and surplus greater than $500,000,000; or (iv) any money market account or mutual fund which invests exclusively or substantially in assets satisfying the foregoing requirements.

10

“Person” means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization, governmental authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“Pledge Agreement” means the Pledge and Security Agreement required to be executed and delivered by the Pledgor pursuant to Section 3.1(d), substantially in the form of Exhibit B hereto, as amended, supplemented or otherwise modified from time to time.

“Pledgor” means the Person or Persons that, pursuant to the Pledge Agreement, hold (and will pledge to the Lender) one hundred percent (100%) of the outstanding equity interests in the Borrower.

“Purchased Shares” means the shares of TMUS common stock that are purchased and sold to the Borrower pursuant to the terms of the Offering.

“Share Purchase Price” is defined in Section 1.2.

“TMUS” means T-Mobile US, Inc.

“Transfer” means, with respect to any Person or any of its assets or properties, whether tangible or intangible, real, personal or otherwise, any sale, conveyance, issuance, transfer, pledge, license, lease, disposition or other assignment or transfer of any rights, title or interests (including any voting, economic or other rights, title or interests) in or in respect of any such property or assets.

“VWAP” means, with respect to any Purchased Shares, as of any date of determination, the volume weighted average sale price for the Purchased Shares during the period of thirty (30) consecutive trading days ended immediately prior to such date of determination on the principal trading market for such Purchased Shares as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service reasonably acceptable to the Borrower and the Lender.

9. MISCELLANEOUS

9.1         Expenses.  All expenses incurred in connection with the preparation and any revision or amendment of this Agreement shall be borne by the party incurring such expenses.

9.2         Assignment.  This Agreement and the Loan are intended to be personal to the parties.  Neither party shall assign, or suffer or permit an assignment (by operation of law or otherwise), of its rights or obligations under or interest in this Agreement without the prior written consent of the other party, absent which any purported assignment or other disposition by a party shall be null and void ab initio.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs or successors (as applicable) and permitted assigns.

11

9.3         Modification.  The provisions of this Agreement and each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the parties hereto.  No failure or delay on the part of the Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.  No notice to or demand on the Borrower in any case shall entitle it or any of them to any notice or demand in similar or other circumstances.  No waiver or approval by the Lender hereunder or under any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions.  No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

9.4         Notices; Time; Etc.  All notices and other communications provided under any Loan Document shall be in writing and addressed, delivered or transmitted, if to the Borrower or the Lender, to the applicable Person at its address set forth below, or at such other as may be designated by such party in a written notice to the other party from time to time.  Any notice hereunder shall be deemed given when received.  Unless otherwise indicated, all references to the time of a day in a Loan Document shall refer to New York City time.

With respect to notices to be delivered or provided to the Borrower:

TIP – TMO LLC

*

*

*

*

With respect to notices to be delivered or provided to the Lender:

SoftBank Group Corp.

Tokyo Shiodome Bldg.

1-9-1, Higashi-Shimbashi

Minato-ku, Tokyo 105-7303

Japan

Attn: Corporate Officer, Head of Legal Unit

E-mail: sbgrp-legalnotice@g.softbank.co.jp

9.5         Governing Law; Jurisdiction; Entire Agreement.

(a)          THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

12

(b)          The Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or oral, with respect thereto.

9.6         Forum Selection; Consent to Jurisdiction.

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT, ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 9.4.  THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

9.7         Waiver of Jury Trial.

THE LENDER AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH.  THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THE LOAN DOCUMENTS.

13

9.8         Judgment Currency

(a)          If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder into U.S. dollars from another currency, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the Lender could purchase U.S. dollars with such other currency at the buying spot rate of exchange in the New York foreign exchange market on the Business Day immediately preceding that on which any such judgment, or any relevant part thereof, is given.

(b)          The obligations of the Borrower in respect of any sum due to the Lender hereunder and under any other Loan Document shall, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in such other currency the Lender is able, in accordance with normal banking procedures, to purchase U.S. dollars with such other currency.  If the amount of U.S. dollars so purchased is less than the sum originally due to the Lender in U.S. dollars, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Lender against such loss.  If the amount of U.S. dollars so purchased exceeds the sum originally due to the Lender in U.S. dollars, the Lender shall remit such excess to the Borrower.

9.9         Further Assurances.  The parties hereto, for themselves and their Affiliates (as the case may be), shall (and shall cause each such Affiliate, as applicable, to) perform such acts, execute and deliver such instruments and documents and do all other such things as may be reasonably necessary to give effect to this Agreement and the other Loan Documents and to effectuate the purposes and objectives of this Agreement and such other Loan Documents.

9.10       Severability.  If any provision of this Agreement or any other Loan Document is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement or any such Loan Document shall not be affected or impaired thereby.  The invalidity or unenforceability of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.11       Good Faith Consultation.  As to any matters not provided for in this Agreement, or in the case of any doubt or uncertainty between the parties with respect to the interpretation hereof, the Borrower and the Lender shall consult in good faith.

9.12       Counterparts.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Any signature (including, without limitation, (i) any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record and (ii) any facsimile or .pdf signature) hereto or to any other certificate, agreement or document related to this Agreement, and any contract formation or record-keeping, in each case, through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereto hereby waive any objection to the contrary.

[The remainder of this page is intentionally left blank]

14

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

LENDER:	STARBRIGHT WW LP, by STARBRIGHT LIMITED, its general partner
	Cayman Corporate Centre 27 Hospital Road George Town, Grand Cayman KY1-9008, Cayman Islands

By: /s/ Christopher Cooper

Name:	Christopher Cooper
Title:	Director

[RT Loan Agreement]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

BORROWER: TIP – TMO LLC *
*
*

By: /s/ Robert S. Townsend

Name:	Robert S. Townsend
Title:	Manager

[RT Loan Agreement]