T-MOBILE US, INC. 17,391,305 Shares of 5.50% Mandatory Convertible Preferred Stock, Series A. Underwriting AgreementT-Mobile US, Inc. • December 15th, 2014 • Radiotelephone communications • New York
T-Mobile US, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 17,391,305 shares of 5.50% Mandatory Convertible Preferred Stock, Series A, par value $0.00001 per share (“Series A Preferred Stock”) of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 2,608,695 shares of Series A Preferred Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Series A Preferred Stock will be convertible into shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a variable conversion rate set forth in the Prospectus (as defined below) (the shares of Common Stock into which the Series A Preferred Stock is conver
