Radiotelephone communications Sample Contracts

T-Mobile US, Inc.FIRST AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (February 23rd, 2021)

This THIRD AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of October 23, 2018 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made by and between T-MOBILE FINANCIAL LLC, a Delaware limited liability company, as the seller hereunder (“Finco” or the “Seller”) in respect of Purchased Assets (as defined herein), and T-MOBILE HANDSET FUNDING LLC, a Delaware limited liability company, as transferee hereunder (in such capacity, the “Purchaser”) with respect to the Purchased Assets conveyed from time to time by Seller hereunder.

T-Mobile US, Inc.FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT (February 23rd, 2021)

THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT, dated as of October 23, 2018 (as amended on December 21, 2018 (the “2018 Amendment”) and, February 14, 2020 (the “February 2020 Amendment”), April 30, 2020 (the “April 2020 Amendment”) and November 2, 2020 (the “November 2020 Amendment”), and as may be further modified, supplemented, amended or amended and restated from time to time, this “Agreement”), by and among T-MOBILE HANDSET FUNDING LLC, a Delaware limited liability company, as Transferor (as defined below), T-MOBILE FINANCIAL LLC, a Delaware limited liability company (“Finco”), in its individual capacity and as Servicer (as defined below), T-MOBILE US, INC., a Delaware corporation, in its capacity as performance guarantor under the Performance Guaranty (in such capacity, a “Guarantor”), T-MOBILE USA, INC., a Delaware corporation, in its capacity as performance guarantor under the Performance Guaranty (in such capacity, a “Guarantor”), the CONDUIT PURC

United States Cellular CorpEXECUTIVE DEFERRED COMPENSATION AGREEMENT PHANTOM STOCK ACCOUNT— ______ BONUS YEAR (February 18th, 2021)

THIS AGREEMENT, entered into this day of __________, 20___, by and between (hereinafter referred to as the “Executive”) and United States Cellular Corporation (hereinafter referred to as the “Company”), a Delaware corporation, located at 8410 West Bryn Mawr Avenue, Suite 700, Chicago, IL 60631-3486.

United States Cellular CorpCONSULTING AGREEMENT (February 18th, 2021)

This Consulting Agreement (“Agreement”) is effective as of January 1, 2021, by and between USCC Services, LLC (the “Company”) and Jay M. Ellison (“Executive”).

Anson Funds Management LPJOINT FILING AGREEMENT (February 10th, 2021)

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

Meitav Dash Investments LTDJOINT FILING AGREEMENT (February 2nd, 2021)

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Ordinary Shares, par value NIS 0.01 per share of Partner Communications Company Ltd. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as de

T-Mobile US, Inc.January 14, 2021 (January 14th, 2021)

We have acted as special local counsel to those certain subsidiaries of T-Mobile US, Inc., a Delaware corporation (the “Parent”), listed on Schedule A hereto (the “Opinion Guarantors”) in connection with the Underwriting Agreement dated as of January 11, 2021 (the “Underwriting Agreement”), by and among T-Mobile USA, Inc., a Delaware corporation (“T-Mobile”), the Parent, each of the subsidiary guarantors (together with the Parent, the “Guarantors”) party thereto (including the Opinion Guarantors), and Deutsche Bank Securities Inc., relating to the issuance by T-Mobile of $1,000,000,000 aggregate principal amount of T-Mobile’s 2.250% Senior Notes due 2026 (the “2026 Notes”), $1,000,000,000 aggregate principal amount of T-Mobile’s 2.625% Senior Notes due 2029 (the “2029 Notes”) and $1,000,000,000 aggregate principal amount of T-Mobile’s 2.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes and the 2029 Notes, the “Notes”). T-Mobile’s obligations under the Notes

T-Mobile US, Inc.T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 2.250% SENIOR NOTES DUE 2026 FORTY-THIRD SUPPLEMENTAL INDENTURE Dated as of January 14, 2021 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee (January 14th, 2021)

FORTY-THIRD SUPPLEMENTAL INDENTURE (this “Forty-Third Supplemental Indenture”), dated as of January 14, 2021 (the “Series Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

T-Mobile US, Inc.T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 2.875% SENIOR NOTES DUE 2031 FORTY-FIFTH SUPPLEMENTAL INDENTURE Dated as of January 14, 2021 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee (January 14th, 2021)

FORTY-FIFTH SUPPLEMENTAL INDENTURE (this “Forty-Fifth Supplemental Indenture”), dated as of January 14, 2021 (the “Series Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

T-Mobile US, Inc.T-MOBILE USA, INC. Underwriting Agreement (January 14th, 2021)

T-Mobile USA, 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 representative (the “Representative”), $1,000,000,000 aggregate principal amount of its 2.250% Senior Notes due 2026 (the “2026 Notes”), $1,000,000,000 aggregate principal amount of its 2.625% Senior Notes due 2029 (the “2029 Notes”) and $1,000,000,000 aggregate principal amount of its 2.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes and the 2029 Notes, the “Notes” and, together with the Guarantees (as defined below), the “Securities”). The Securities will be issued under that certain Indenture, dated as of April 28, 2013 (the “Base Indenture”), by and among the Company, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and a (a) supplemental indenture with respect to the 2026 Notes to be dated as of Januar

T-Mobile US, Inc.T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 2.625% SENIOR NOTES DUE 2029 FORTY-FOURTH SUPPLEMENTAL INDENTURE Dated as of January 14, 2021 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee (January 14th, 2021)

FORTY-FOURTH SUPPLEMENTAL INDENTURE (this “Forty-Fourth Supplemental Indenture”), dated as of January 14, 2021 (the “Series Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

Horwitz Bradley JSEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG TRILOGY INTERNATIONAL PARTNERS LLC AND ITS MEMBERS Dated as of February 7, 2017 (December 7th, 2020)

In connection with the registration of the Registrable Securities, Canadian Parent shall have the following obligations:

Horwitz Bradley JVOTING TRUST AGREEMENT (December 7th, 2020)

TRILOGY INTERNATIONAL PARTNERS INC. (formerly Alignvest Acquisition Corporation), a corporation existing under the laws of British Columbia (“Trilogy Parent”)

United States Cellular CorpTENTH SUPPLEMENTAL INDENTURE (December 2nd, 2020)

This TENTH SUPPLEMENTAL INDENTURE, dated as of December 2, 2020 (this “Supplemental Indenture”), is entered into by and among United States Cellular Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company), a national banking association, as trustee (the “Trustee”).

United States Cellular CorpUNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT (December 2nd, 2020)

We understand that United States Cellular Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $500,000,000 aggregate principal amount of its senior debt securities (the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, we the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Underwritten Securities opposite our respective names set forth below at the purchase price set forth below.

United States Cellular CorpUNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENT (December 2nd, 2020)
Telus CorpTELUS CORPRATION (October 7th, 2020)

AND WHEREAS pursuant to Section 2.02 of the Indenture, the Issuer may from time to time create and issue one or more new Series of Debt Securities, subject to the satisfaction of certain conditions set forth in the Indenture and in the related Series Supplement;

T-Mobile US, Inc.3.000% SENIOR SECURED NOTES DUE 2041 TWELFTH SUPPLEMENTAL INDENTURE Dated as of October 6, 2020 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee to INDENTURE Dated as of April 9, 2020 (October 6th, 2020)

TWELFTH SUPPLEMENTAL INDENTURE (this “Twelfth Supplemental Indenture”), dated as of October 6, 2020 (the “Series Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Issuer”), T-Mobile, US, Inc., a Delaware corporation (“Parent,” as a guarantor), and the other guarantors party hereto (together with Parent, the “Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

T-Mobile US, Inc.2.050% SENIOR SECURED NOTES DUE 2028 TENTH SUPPLEMENTAL INDENTURE Dated as of October 6, 2020 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee to INDENTURE Dated as of April 9, 2020 (October 6th, 2020)

TENTH SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”), dated as of October 6, 2020 (the “Additional Notes Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Issuer”), T-Mobile, US, Inc., a Delaware corporation (“Parent,” as a guarantor), and the other guarantors party hereto (together with Parent, the “Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

T-Mobile US, Inc.2.550% SENIOR SECURED NOTES DUE 2031 ELEVENTH SUPPLEMENTAL INDENTURE Dated as of October 6, 2020 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee to INDENTURE Dated as of April 9, 2020 (October 6th, 2020)

ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”), dated as of October 6, 2020 (the “Additional Notes Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Issuer”), T-Mobile, US, Inc., a Delaware corporation (“Parent,” as a guarantor), and the other guarantors party hereto (together with Parent, the “Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

T-Mobile US, Inc.REGISTRATION RIGHTS AGREEMENT (October 6th, 2020)

This REGISTRATION RIGHTS AGREEMENT dated October 6, 2020 (this “Agreement”) is entered into by and among T-Mobile USA, Inc., a Delaware corporation (the “Issuer”), T-Mobile US, Inc., a Delaware corporation (“Parent”), the subsidiaries of the Issuer party hereto (the “Subsidiary Guarantors” and, together with Parent, the “Initial Guarantors”), Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, for themselves and as representatives (the “Representatives”) of the several initial purchasers listed on Schedule 1 of the Purchase Agreement (as defined below) (the “Initial Purchasers”).

T-Mobile US, Inc.T-MOBILE USA, INC. and T-MOBILE US, INC. and EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO 3.300% SENIOR SECURED NOTES DUE 2051 THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of October 6, 2020 DEUTSCHE BANK TRUST COMPANY AMERICAS as ... (October 6th, 2020)

THIRTEENTH SUPPLEMENTAL INDENTURE (this “Thirteenth Supplemental Indenture”), dated as of October 6, 2020 (the “Series Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Issuer”), T-Mobile, US, Inc., a Delaware corporation (“Parent,” as a guarantor), and the other guarantors party hereto (together with Parent, the “Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

Siyata Mobile Inc.SIYATA MOBILE, INC. UNDERWRITING AGREEMENT (September 30th, 2020)

The undersigned, Siyata Mobile, Inc., a corporation incorporated under the laws of British Columbia (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of 2,100,000 units, (the “Units”), each unit consisting of one common share, no par value per share of the Company (“Common Shares” and the Common Shares sold as part of the Units, the (“Firm Shares”)) together with a warrant to purchase one Common Share at an exercise price of $6.85 per share (the warrants sold as part of the Units, the “Firm Warrants”) and (B) at the election of the Representative, (i) up to an additional 266,000 Common Shares (the “Option Shares” and together with the Firm Shares, the “Shares”) and/or (ii) up to an additional 266,000

Siyata Mobile Inc.Siyata Mobile, Inc. and Computershare Inc. and Computershare Trust Company, N.A., jointly as Warrant Agent Warrant Agency Agreement Dated as of ________, 2020 WARRANT AGENCY AGREEMENT (September 24th, 2020)

WARRANT AGENCY AGREEMENT, dated as of [ ] __, 2020(“Agreement”), between Siyata Mobile, Inc, a corporation organized under the laws of British Columbia (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).

Siyata Mobile Inc.SIYATA MOBILE, INC. UNDERWRITING AGREEMENT (September 24th, 2020)

The undersigned, Siyata Mobile, Inc., a corporation incorporated under the laws of British Columbia (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [●] units, (the “Units”), each unit consisting of one common share, no par value per share of the Company (“Common Shares” and the Common Shares sold as part of the Units, the (“Firm Shares”)) together with ____ a warrant to purchase one Common Share at an exercise price of $_____ per share (the warrants sold as part of the Units, the “Firm Warrants”) and (B) at the election of the Representative, (i) up to an additional _______ Common Shares (the “Option Shares” and together with the Firm Shares, the “Shares”) and/or (ii) up to an additional [●]warra

T-Mobile US, Inc.Contract (September 17th, 2020)

FIRST INCREMENTAL FACILITY AMENDMENT, dated as of September 16, 2020 (this “Agreement”), to the Credit Agreement dated as of April 1, 2020 (as amended, restated, amended and restated, supplemented, or otherwise modified through the date hereof, the “Credit Agreement”), among T-Mobile USA, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto as lenders and issuing banks and Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”).

Siyata Mobile Inc.CONVERTIBLE DEBENTURE INDENTURE Made as of December 23, 2019 Between SIYATA MOBILE INC. and (August 24th, 2020)

a corporation existing under the laws of the Province of British Columbia and having its head office in the City of Vancouver, in the Province of British Columbia (the “Corporation”)

Siyata Mobile Inc.AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 24th, 2020)

SIYATA MOBILE INC., a corporation incorporated under the laws of the Province of British Columbia having its head office at Suite A-414, 1001 St. Lenoir Street, Montreal, QC H4C 2Z6

Siyata Mobile Inc.PATENT LICENSE AGREEMENT (August 24th, 2020)

This Patent License Agreement (“Agreement”) is made this 30 day of November, 2017 (“Agreement Date”), by and between Wilson Electronics, LLC, a limited liability company existing under the laws of the State of Delaware, having its principal place of business at 3301 E. Deseret Drive, St. George, Utah 84790 (“Wilson”); and Signifi Mobile, Inc. a corporation organized and existing under the laws of Ontario, Canada, having its principal place of business at 1001 Rue Lenoir, Suite A-414, Montreal, Quebec, H4C2Z6, Canada (“Licensee”). Where appropriate, Wilson and. Licensee shall hereinafter be referred to collectively as “Parties” and individually as a “Party”.

Siyata Mobile Inc.CONSULTING AGREEMENT (August 24th, 2020)

WHEREAS the Company desires to retain the Consultant to assist in the ongoing business operations of the Company, and to have the Consultant, through the Service Provider, serve as the Company’s Vice President of Sales, North America under this Consulting Agreement.

United States Cellular CorpUNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENT (August 12th, 2020)
United States Cellular CorpNINTH SUPPLEMENTAL INDENTURE (August 12th, 2020)

This NINTH SUPPLEMENTAL INDENTURE, dated as of August 12, 2020 (this “Supplemental Indenture”), is entered into by and among United States Cellular Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company), a national banking association, as trustee (the “Trustee”).

United States Cellular CorpUNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT (August 12th, 2020)

We understand that United States Cellular Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $500,000,000 aggregate principal amount of its senior debt securities (the “Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, we the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Securities opposite their names set forth below at the purchase price set forth below.

T-Mobile US, Inc.BRIDGE TERM LOAN CREDIT AGREEMENT dated as of April 1, 2020 among T-MOBILE USA, INC., THE LENDERS PARTY HERETO and GOLDMAN SACHS BANK USA, as Administrative Agent, and BARCLAYS BANK PLC, CREDIT SUISSE LOAN FUNDING LLC, DEUTSCHE BANK SECURITIES INC., ... (August 10th, 2020)

WHEREAS, pursuant to that certain Business Combination Agreement, dated as of April 29, 2018 (such agreement, together with all schedules and exhibits thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., Deutsche Telekom AG, Deutsche Telekom Holding B.V. and Softbank Group Corp., Parent will acquire (the “Acquisition”), directly or indirectly, all of the outstanding equity interests of Sprint and its direct and indirect subsidiaries;

T-Mobile US, Inc.GUARANTEE AGREEMENT dated as of April 1, 2020 among T-MOBILE US, INC., T-MOBILE USA, INC., and THE OTHER GUARANTORS referred to herein in favor of GOLDMAN SACHS BANK USA, as Administrative Agent (August 10th, 2020)

GUARANTEE AGREEMENT dated as of April 1, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) made by T-MOBILE US, INC., a Delaware corporation (“Parent”), T- MOBILE USA, INC., a Delaware corporation (the “Borrower”) and certain other subsidiaries of Parent party hereto, in favor of GOLDMAN SACHS BANK USA, as administrative agent (together with its successors in such capacity, the “Administrative Agent”) for the Lenders from time to time party to the Bridge Term Loan Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent, and for the other Secured Parties (as hereinafter defined).