AMENDED AND RESTATED TAX SHARING AGREEMENT

Exhibit 10.24

Execution Version

AMENDED AND RESTATED

This Amended and Restated (the “Agreement”), is entered into as of November 29, 2023, by and between SB Group US, Inc., a Delaware corporation (“SoftBank”), and SB Energy Global, LLC, a Delaware limited liability company (“SBE”) (individually referred to as a “Party” and collectively referred to as the “Parties”).

WHEREAS, SoftBank Group Corp. is the parent company of a multinational group of companies primarily engaged in the business of owning and operating telecommunication businesses;

WHEREAS, SoftBank and SBE file unitary combined income tax returns under governing laws of U.S. state and local jurisdictions in which such Parties are required to file on a combined basis;

WHEREAS, the Parties desire to provide for and agree upon the allocation between the Parties of liabilities (or repayments due) for U.S. state and local income taxes arising as a result of such super unitary combined group filings (“Super Unitary Combined Group Taxes”) and to provide for and agree upon other matters relating to such taxes;

WHEREAS, tax returns other than Super Unitary Combined Returns are not subject to this Agreement; and

WHEREAS, the Parties desire to amend and restate that certain dated as of March 4, 2022 to which they are party (the “Prior Agreement”) on the terms and conditions set forth herein, including to cause the terms and conditions hereof to apply from and after January 1, 2022, which the Parties have agreed shall result in $531,453.13 becoming payable by SoftBank to SBE.

NOW THEREFORE, in consideration of the premises set forth above and the terms and conditions set forth below, the Parties agree to amend and restate the Prior Agreement as follows:

Section 1. Definitions

For purposes of this Agreement, the following definitions shall apply:

(a) “Arbitrators” has the meaning specified in Section 7.

(b) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(d) “Final Determination” shall mean the final resolution of any Tax matter, including, but not limited to, a closing agreement with the relevant U.S. state or local taxing authority, a claim for refund that has been finally allowed, a deficiency notice with respect to which the period for filing a petition with the relevant state or local tribunal has expired, or a

decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.

(e) “Income Taxes” shall mean all U.S. state and local Taxes imposed on or measured in whole or in part by income, capital or net worth or a taxable base in the nature of income, capital or net worth, and shall include any addition to Tax, additional amount, interest and penalty imposed with respect to such Taxes.

(f) “JAMS” has the meaning specified in Section 7.

(g) “person” shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

(h) “SBE Group” shall mean SBE and its Subsidiaries.

(i) “Separate Income Tax Liability” has the meaning specified in Section 2(a).

(j) “SoftBank Group” shall mean SoftBank and its Subsidiaries (other than any member of the SBE Group).

(k) “Subsidiary” shall mean, with respect to any person, any corporation or other organization, whether incorporated or unincorporated, of which (i) such person or any Subsidiary of such person is a general partner or (ii) at least 50% of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or at least 50% of the value of the outstanding equity is directly or indirectly owned or controlled by such person and/or by any one or more of its Subsidiaries.

(l) “Super Unitary Combined Group Taxes” has the meaning specified in the recitals to this Agreement.

(m) “Super Unitary Combined Return” shall mean a unitary combined income tax return for U.S. state and local income tax purposes permitted by the governing laws and regulations of the filing jurisdictions in which the Parties are required to file on a combined basis.

(n) “Tax” or “Taxes” shall mean all federal, state, local, foreign or other governmental taxes, assessments, duties, fees, levies or similar charges of any kind, including all income, profits, franchise, excise, property, use, intangibles, sales, value-added, ad valorem, payroll, employment, withholding, estimated and other taxes of any kind whatsoever whether disputed or not, and including all additions to tax, additional amounts, interest and penalties imposed with respect to such amounts.

(o) “Tax Controversy” shall mean any examination, audit, claim, dispute, litigation, proposed settlement, proposed adjustment or related matter with respect to Taxes.

(p) “Tax Return Preparer” shall mean the external service provider engaged by SBE or SoftBank to prepare and file any Super Unitary Combined Return.

(q) “Taxable Period” shall mean any taxable year or portion thereof.

Section 2. Tax Sharing Payments

(a) Separate Income Tax Liability. For each Taxable Period beginning on or after January 1, 2022, in the case of a Super Unitary Combined Return with respect to which any member of the SBE Group joins any member of the SoftBank Group in filing on a consolidated, combined or unitary basis, SBE shall pay, or cause to be paid, to SoftBank an amount equal to the excess, if any, of (i) the amount of Income Taxes that would have been incurred by the SBE Group had the SBE Group filed on a stand-alone basis and did not participate in a Super Unitary Combined Return with the SoftBank Group for such Taxable Period (“Separate Income Tax Liability”), over (ii) the regular or estimated Super Unitary Combined Group Taxes that the SBE Group has made to the relevant state or local taxing authority attributable to such Taxable Period (“Estimated Separate Income Tax Payments”). If the aggregate amount of Estimated Separate Income Tax Payments actually made by SBE to the relevant state or local taxing authority or to SoftBank for such Taxable Period exceeds such Separate Income Tax Liability, SoftBank shall pay to SBE an amount equal to such excess. For purposes of determining the amount of Separate Income Tax Liability with respect to the SBE Group, (x) to the extent that such member would be entitled to file a Super Unitary Combined Return on a consolidated, combined or unitary basis with any other member of the SBE Group, the Separate Income Tax Liability shall be determined as though such members filed on a consolidated, combined or unitary basis, and (y) the Separate Income Tax Liability for any Taxable Period shall be determined on a cumulative basis as though such member of the SBE Group had not filed a Super Unitary Combined Return on such basis with any member of the SoftBank Group for any Taxable Period beginning on or after January 1, 2022, including by taking into account any loss carryforwards, tax credits and other attributes generated in prior Taxable Periods that would be available to such member of the SBE Group had such member not filed a Super Unitary Combined Return on such basis, but excluding any such loss carryforwards, tax credits and other attributes to the extent that SBE has been compensated by SoftBank for the use of such loss carryforwards, tax credits or other attributes pursuant to Section 2(b).

(b) Payment for Losses. For each Taxable Period beginning on or after January 1, 2022, SoftBank shall pay SBE for any losses or other Tax attributes generated by members of the SBE Group (1) arising on or after January 1, 2022, (2) that were not taken into account to reduce the SBE Group’s Separate Income Tax Liability under this Agreement, but (3) that were used to reduce Super Unitary Combined Group Taxes in such Taxable Period with respect to a Super Unitary Combined Return. The amount of the payment under this Section 2(b) for each such Taxable Period shall be equal to the actual reduction in the Super Unitary Combined Group Taxes for such Taxable Period attributable to the use of such losses or other Tax attributes (determined on a “with and without” basis).

(c) Determination and Payment of Estimated Separate Income Tax Liability. For each Taxable Period beginning on or after January 1, 2022, at least thirty (30) days before the original due date (ignoring extensions) of each Super Unitary Combined Return for such Taxable Period, SBE shall prepare and deliver to SoftBank a proposed schedule (with supporting documentation and workpapers) showing in reasonable detail SBE’s calculation of Separate Income Tax Liability. SoftBank shall have a period of ten (10) days after its receipt of such

proposed schedule to review and comment on such proposed schedule, and SBE shall consider all reasonable comments provided by SoftBank. The Parties shall endeavor in good faith to resolve any disagreement with respect to any comments submitted by SoftBank with respect to such proposed schedule, and to the extent the Parties are unable to resolve such disagreement within ten (10) days of SBE’s receipt of such comments, the Parties shall submit such disagreement to a nationally recognized independent accounting firm for resolution, which agreement between the Parties or resolution by such accounting firm shall be binding solely for purposes of determining the amounts required to be paid by the Parties pursuant to this Section 2(c). Without prejudice to the Parties’ rights and obligations pursuant to Section 7, payments between SoftBank and SBE required pursuant to Section 2(a) hereof shall be made, based on such schedule (as agreed by the Parties or resolved by such accounting firm), on the original due date (ignoring extensions) of the Super Unitary Combined Return for the Taxable Period for which such payments are due. Except as otherwise provided herein or in Section 2(d), all payments to be made pursuant to this Agreement shall be made within thirty (30) days of written notice of a request for indemnification or payment by the applicable payee, which notice shall be accompanied by a computation of the amount due.

(d) Determination and Payment of Final Separate Income Tax Liability. For each Taxable Period beginning on or after January 1, 2022, at least forty five (45) days before the final due date (including extensions) of each Super Unitary Combined Return for such Taxable Period, SBE shall prepare and deliver to SoftBank an updated schedule to the schedule provided in Section 2(c) (with supporting documentation and workpapers) showing in reasonable detail SBE’s calculation of Separate Income Tax Liability. SoftBank shall have a period of ten (10) days after its receipt of such proposed schedule to review and comment on such proposed schedule, and SBE shall consider all reasonable comments provided by SoftBank. The Parties shall endeavor in good faith to resolve any disagreement with respect to any comments submitted by SoftBank with respect to such proposed schedule, and to the extent the Parties are unable to resolve such disagreement within fifteen (15) days of SBE’s receipt of such comments, the Parties shall submit such disagreement to a nationally recognized independent accounting firm for resolution, which agreement between the Parties or resolution by such accounting firm shall be binding solely for purposes of determining the amounts required to be paid by the Parties in advance of filing the relevant Super Unitary Combined Return. Without prejudice to the Parties’ rights and obligations pursuant to Section 7, (i) in the event that the Separate Income Tax Liability determined pursuant to this Section 2(d) exceeds the Separate Income Tax Liability determined pursuant to Section 2(c) (in each case, as agreed by the Parties or resolved by such accounting firm), SBE shall pay, or cause to be paid, to SoftBank (or to the relevant state or local taxing authority with respect to any Super Unitary Combined Return for which SBE is the primary filing entity) an amount equal to such excess and (ii) in the event that the Separate Income Tax Liability determined pursuant to Section 2(c) exceeds the Separate Income Tax Liability determined pursuant to this Section 2(d) (in each case, as agreed by the Parties or resolved by such accounting firm), SoftBank shall pay, or cause to be paid, to SBE an amount equal to such excess, in the case of each of clauses (i) and (ii), on the due date (including extensions) of the Super Unitary Combined Return for the Taxable Period for which such payments are due.

(e) Reimbursements and Adjustments. SoftBank shall reimburse SBE to the extent that any member of the SBE Group pays to any member of the SoftBank Group and/or any

taxing authority in respect of any Super Unitary Combined Return an amount in excess of the Separate Income Tax Liability of the SBE Group, as determined hereunder. In addition, if, as a result of a Final Determination, there is an adjustment that would have the effect of increasing or decreasing a member of the SBE Group’s Separate Income Tax Liability for any Taxable Period beginning on or after January 1, 2022, then SBE shall pay to SoftBank (or to the relevant state or local taxing authority with respect to any Super Unitary Combined Return for which SBE is the primary filing entity) the amount of any increased Separate Income Tax Liability and SoftBank shall repay to SBE the amount of any decreased Separate Income Tax Liability. Such amount shall be paid or credited no later than thirty (30) days following the relevant Final Determination.

(f) Indemnification. SoftBank shall indemnify SBE to the extent that any member of the SBE Group becomes liable for the Income Tax liability of any member of the SoftBank Group as a result of being a member of the combined, consolidated or unitary group, for state and local tax purposes, which includes any member of the SoftBank Group, in excess of the Separate Income Tax Liability of the SBE Group. SBE shall indemnify SoftBank to the extent that any member of the SoftBank Group becomes liable for any Tax or Tax-related payment obligation of the SBE Group where any member of the SoftBank Group joins any member of the SBE Group in filing on a consolidated, combined or unitary basis for state and local tax purposes where SBE is the primary filing entity to the extent such Tax or Tax-related payment obligation constitutes the SBE Group’s Separate Income Tax Liability.

(g) Intent of the Parties. For the avoidance of doubt, the Parties intend that the SBE Group shall be responsible for an amount of Income Taxes that would have been payable by the SBE Group had the applicable members of the SBE Group not filed on a combined basis with members of the SoftBank Group, and that the SoftBank Group shall be responsible for an amount of Income Taxes that would have been payable by the SoftBank Group had the applicable members of the SoftBank Group not filed on a combined basis with members of the SBE Group. In addition, in the event that any interest, penalties or additions to Tax are imposed or assessed as a result of any member of either the SoftBank Group or the SBE Group failing to timely file any Tax Return or timely pay any Tax, such interest, penalties or additions to Tax, as applicable, shall be the sole responsibility of the member that is primarily responsible for such failure, and shall not be payable or otherwise indemnifiable under this Agreement by any other Party. For greater clarity, a member shall not be considered primarily responsible for the failure to timely file a Tax Return or timely pay a Tax to the extent that such failure was attributable to the failure of the other Party (or member thereof) to timely provide complete and accurate information as would reasonably be expected to permit the filing/paying member to timely file such Tax Return or timely pay such Tax; provided, however, that once the required information has been provided, it shall be the responsibility of the filing/paying member to file such Tax Return or pay such Tax as soon as reasonably practicable thereafter, and any interest, penalties or additions to Tax accruing thereafter shall be the responsibility of such member. This Agreement shall be interpreted in a manner consistent with the foregoing intent.

Section 3. Return Preparation

SoftBank or SBE, in consultation with one another, shall prepare and file, or cause to be prepared and filed, all Super Unitary Combined Returns with respect to which any member of

the SBE Group joins any member of the SoftBank Group in filing on a consolidated, combined or unitary basis, for any Taxable Period beginning on or after January 1, 2022.

Section 4. Audits

(i) SoftBank shall have sole responsibility for and control over any Tax Controversy as to Super Unitary Combined Returns with respect to which any member of the SBE Group joins any member of the SoftBank Group in filing on a consolidated, combined or unitary basis where SoftBank is the primary filing entity and (ii) SBE shall have sole responsibility for and control over any Tax Controversy as to Super Unitary Combined Returns with respect to which any member of the SoftBank Group joins any member of the SBE Group in filing on a consolidated, combined or unitary basis where SBE is the primary filing entity; provided, however that, in each case, SoftBank and SBE shall reasonably consult with one another and keep each other reasonably informed in connection with the conduct and resolution of any such Tax Controversy.

Section 5. Cooperation

(a) Tax Information. SBE and SoftBank, as applicable, shall, and shall cause each appropriate member of the SBE Group or the SoftBank Group, as applicable, to, reasonably cooperate with each other in the filing of Super Unitary Combined Returns or in the conduct of Tax Controversies by maintaining such books and records and providing on a timely basis such information as may be necessary or useful in the filing of such returns or the conduct of such controversies and executing any documents, providing any further information, and taking any actions that SoftBank or SBE, as applicable, may reasonably request in connection therewith. With respect to each of the Super Unitary Combined Returns where a member of the SoftBank Group is the primary filing entity, each member of the SBE Group (1) that files a standalone U.S. federal income tax return (e.g., U.S. Internal Revenue Service Form 1120, U.S. Internal Revenue Service Form 1065) or (2) that is the parent of a U.S. federal consolidated group shall, in each case, be responsible for preparing and providing its U.S. federal income tax return to SoftBank. With respect to each of the Super Unitary Combined Returns where a member of the SBE Group is the primary filing entity, each member of the SoftBank Group (1) that files a standalone U.S. federal income tax return (e.g., U.S. Internal Revenue Service Form 1120, U.S. Internal Revenue Service Form 1065) or (2) that is the parent of a U.S. federal consolidated group shall, in each case, be responsible for preparing and providing its U.S. federal income tax return to SBE. With respect to each of the Super Unitary Combined Returns where SoftBank is the primary filing entity, each member of the SBE Group shall provide SoftBank with its respective items of income, gain, expense, deduction, loss, credit, carryforwards, carrybacks, forms, consents, elections, riders, and all other such documents that may be required or appropriate for such Super Unitary Combined Return filings, as well as the amount of estimated and regular income tax payments made by it to each jurisdiction (and evidence thereof), as reasonably requested by SoftBank. With respect to each of the Super Unitary Combined Returns where a member of the SBE Group is the primary filing entity, each member of the SoftBank Group shall provide SBE with its respective items of income, gain, expense, deduction, loss, credit, carryforwards, carrybacks, forms, consents, elections, riders, and all other such documents that may be required or appropriate for such Super Unitary Combined Return filings, as well as the amount of estimated and regular income tax payments made by it to each jurisdiction (and evidence thereof), as reasonably requested by SBE. Each member of the SBE Group shall cooperate with

SoftBank and each member of the SoftBank Group shall cooperate with SBE, and the SBE Group and the Softbank Group shall each use commercially reasonable efforts to deliver the information to SoftBank or SBE, as applicable, no later than sixty (60) days prior to the earliest date on which an applicable Super Unitary Combined Return is due for such Taxable Period for its review or re-computation in accordance with the provisions of this Agreement, and at such other times as SoftBank or SBE, as applicable, may reasonably request for purposes of determining estimated quarterly payments of Super Unitary Combined Group Taxes. SoftBank and SBE shall provide each other with any Super Unitary Combined Returns in which any member of the SBE Group or the SoftBank Group, as applicable, is included, as reasonably requested by SBE or SoftBank, as applicable.

(b) Other Cooperation. SoftBank and SBE may consult with each other, and SBE and SoftBank agree to reasonably cooperate with each other in the negotiation, settlement, or litigation of any liability for Income Taxes as to Super Unitary Combined Returns with respect to which any member of the SBE Group joins any member of the SoftBank Group in filing on a consolidated, combined or unitary basis.

(c) Agent. Each member of the SBE Group hereby appoints SoftBank for any Taxable Period as its agent for the purpose of filing any Super Unitary Combined Return for which a member of the SoftBank Group is the primary filing entity, for the purpose of representing such member in the course of any Tax Controversy with respect to any Super Unitary Combined Return, and for making any election or application or taking any action in connection with any of the foregoing on behalf of any member of the SBE Group. Each member of the SoftBank Group hereby appoints SBE for any Taxable Period as its agent for the purpose of filing any Super Unitary Combined Return of such member for which a member of the SBE Group is the primary filing entity, for the purpose of representing such member in the course of any Tax Controversy with respect to any Super Unitary Combined Return, and for making any election or application or taking any action in connection with any of the foregoing on behalf of any member of the SoftBank Group. Each member of the SBE Group and each member of the SoftBank Group hereby consents to the filing of such Super Unitary Combined Return and to the making of any elections and applications as set forth above. Any election made by any member of the SoftBank Group or the SBE Group with respect to a Super Unitary Combined Return of such member filed on a consolidated, combined or unitary basis with any member of the SBE Group or the SoftBank Group, as applicable, shall govern the determination of the Separate Income Tax Liability of the relevant members of the SBE Group.

Section 6. Retention of Records

(a) SBE and SoftBank agree to retain, and cause each member of the SBE Group or the SoftBank Group, as applicable, to retain, the appropriate records that may affect the determination of the Separate Income Tax Liability of any member of the SBE Group, or the Income Tax liability of any member of the SoftBank Group that files on a consolidated, combined or unitary basis with any member of the SBE Group, until such time as there has been a Final Determination with respect thereto.

(b) Any member of the SBE Group or the SoftBank Group intending to destroy any materials, records, or documents relating to Income Taxes shall provide SoftBank or SBE, as

applicable, with 90 days advance notice and the opportunity to copy or take possession of such materials, records and documents.

Section 7. Resolution of Disputes

The Parties shall attempt in good faith to resolve any dispute or claim arising out of or in relation to this Agreement through negotiations between an executive of each of the Parties with authority to settle the relevant dispute. If the dispute cannot be resolved by the Party’s Chief Financial Officers within thirty (30) days, then the Parties may pursue any actions they deem necessary. If any dispute arises out of or in connection with this Agreement that is not resolved in accordance with the preceding two sentences, such dispute shall be resolved by final and binding arbitration before three (3) independent and impartial arbitrators knowledgeable in the relevant subject matter and selected from and administered by Judicial Arbitration and Mediation Service Inc. (“JAMS”) in accordance with its then existing rules or procedures regarding commercial or business disputes (the “Arbitrators”). Two Arbitrators shall be selected by the respective Parties, one by the claimant(s) and one by the respondent(s). The third Arbitrator shall be the chair and shall be appointed by the two Party-appointed Arbitrators or by JAMS if they cannot agree. Each Party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of JAMS and the Arbitrators; provided, however, that the Arbitrators shall be authorized to determine whether a Party is substantially the prevailing Party and, if so, to award to that substantially prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.) and/or the fees and costs of JAMS and the Arbitrators. The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement on arbitration, except if any court finds that the Federal Arbitration Act does not apply, the laws of the State of Delaware shall govern the interpretation and enforcement of this Agreement as provided in Section 9. If any court or arbitrator finds that any term makes this Agreement unenforceable for any reason, the court or arbitrator shall have the power to modify such term (or if necessary delete such term) to the minimum extent necessary to make this Agreement enforceable to the fullest extent permitted by applicable law.

Section 8. Miscellaneous

(a) Term of the Agreement. This Agreement shall become effective as of January 1, 2022 and, except as otherwise expressly provided herein, shall continue in full force and effect indefinitely unless the parties agree in writing to terminate this Agreement. Notwithstanding any such termination, this Agreement shall continue in effect with respect to any payment or indemnification due for all Taxable Periods prior to the termination during which this Agreement was in effect.

(b) Injunctions. The Parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. The Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

(c) Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such which may be hereafter declared invalid, void, or unenforceable. In the event that any such term, provision, covenant, or restriction is held to be invalid, void, or unenforceable, the Parties shall use their best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, or restriction.

(d) Assignment. Except by operation of law or in connection with the sale of all or substantially all of the assets of a party hereto, this Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the advance written consent of the other Party; and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided, however, that the provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns.

(e) Further Assurances. Subject to the provisions hereof, the Parties shall make, execute, acknowledge, and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. Subject to the provisions hereof, each of the Parties shall, in connection with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all applicable laws, regulations, orders, and decrees, obtain all required consents and approvals and make all required filings with any governmental agency, other regulatory or administrative agency, commission or similar authority, and promptly provide the other Party with all such information as it may reasonably request in order to be able to comply with the provisions of this sentence.

(f) Parties in Interest. Except as herein otherwise specifically provided, nothing in this Agreement expressed or implied is intended to confer any right or benefit upon any person, firm or corporation other than the Parties, their respective successors and permitted assigns, and any Subsidiary that subsequently becomes a member of the SoftBank Group or the SBE Group, as the case may be.

(g) Waivers, Etc. No failure or delay on the part of the Parties in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No modification or waiver of any provision of this Agreement nor consent to any departure by the Parties therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

(h) Setoff. All payments to be made by any Party under this Agreement shall be made without setoff, counterclaim or withholding, all of which are expressly waived.

(i) Change of Law. If, due to any change in applicable law or regulations or their interpretation by any court of law or other governing body having jurisdiction subsequent to the date of this Agreement, performance of any provision of this Agreement or any transaction contemplated hereby shall become impracticable or impossible, the Parties shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

(j) Confidentiality. Subject to any contrary requirement of law and the right of each Party to enforce its rights hereunder in any arbitration or legal action, each Party agrees that it shall keep strictly confidential, and shall cause its employees and agents to keep strictly confidential, any information that it or any of its employees or agents may acquire pursuant to, or in the course of performing its obligations under, any provision of this Agreement.

(k) Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

(l) Counterparts. For the convenience of the Parties, any number of counterparts of this Agreement may be executed by the Parties, and each such executed counterpart shall be, and shall be deemed to be, an original instrument.

(m) Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein shall be validly given, made or served, if in writing and delivered personally, sent by registered mail, postage prepaid, or by facsimile or email transmission to:


SoftBank at: SB Group US, Inc.
▇▇▇▇-▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

SBE at: SB Energy Global, LLC
▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Redwood City, CA 94065
Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Attn: General Counsel

or to such other address as any party may, from time to time, designate in a written notice given in a like manner. Notice given by mail as set out above shall be deemed delivered five calendar days after the date the same is mailed. Notice given by facsimile or email transmission shall be deemed delivered on the day of transmission provided confirmation of receipt is obtained promptly after completion of transmission.

(n) Costs and Expenses. Unless otherwise specifically provided herein, each Party agrees to pay its own costs and expenses resulting from the exercise of its respective rights or the fulfillment of its respective obligations hereunder.

(o) Entire Agreement; Amendment. Except as otherwise provided in this Agreement, this Agreement constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral,

between or on behalf of the Parties with respect to the subject matter of this Agreement. This Agreement may not be amended except by an agreement in writing signed by both Parties.

Section 9. Applicable Law

This Agreement and all claims arising therefrom or with respect thereto shall be governed by and construed and enforced in accordance with the domestic substantive laws of the State of Delaware without regard to any choice or conflict of laws, rules or provisions that would cause the application of the domestic substantive laws of any other jurisdiction.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective officers, each of whom is duly authorized, all as of the day and year first above written.


SB Group US, Inc.




By:			/s/ ▇▇▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: President & General Counsel

SB Energy Global, LLC


By:			/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Co-CEO

AMENDED AND RESTATED TAX SHARING AGREEMENT

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