Common use of Agreed Forms of Transaction Documents Clause in Contracts

Agreed Forms of Transaction Documents. The Parties acknowledge that the following documents (together with the other documents related to the Transactions as contemplated by Section 1.3, collectively, the “Transaction Documents”; provided, however, that for purposes of Article 6 of this Framework Agreement, “Transaction Documents” shall not include the Second Amended and Restated Stockholders’ Agreement with respect to any claim arising thereunder to the extent unrelated to the Transactions) are substantially in an agreed form as appended to this Framework Agreement and listed on the Exhibit list to this Framework Agreement, subject only to amendments or modifications that are consistent with the terms of this Framework Agreement and which do not materially and adversely affect the interests of the parties thereto: (a) the Share Repurchase Agreement, to be entered into simultaneously with this Framework Agreement; (b) an Underwriting Agreement, to be entered into by and among the Company and each of the underwriters party thereto, with respect to the Company Offering (the “Underwriting Agreement”); (c) Lock-up Agreements, to be entered into by SBGC, the Company, DT, R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Lock-Ups”); (d) a purchase agreement, to be entered into by and between the Company and the Mandatory Exchangeable Issuer, with respect to the purchase by the Mandatory Exchangeable Issuer of shares of Common Stock (the “Exchangeable Issuer Purchase Agreement”); (e) a purchase agreement to be entered into by and among the Company, the Mandatory Exchangeable Issuer, SBGC and the several initial purchasers party thereto with respect to the Mandatory Exchangeable Placement (the “Mandatory Exchangeable Placement Purchase Agreement”); (f) a Contingent Value Right Note and an instrument of transfer of the Contingent Value Right Note by the Company to SBGC (the “CVR Note Transfer”); (g) an agreement, between SBGC and Newco, with respect to the SB-Newco Call Option (the “SB-Newco Call Option Agreement”); (h) an agreement, between SBGC and DT, with respect to the SB-DT Call Option (the “SB-DT Call Option Agreement”); (i) an agreement, between Newco and DT, with respect to the Newco-DT Call Option (the “Newco-DT Call Option Agreement” and, together with the SB-Newco Call Option Agreement and the SB-DT Call Option Agreement, the “Call Option Agreements”); (j) a call option support agreement, by and among DT, Newco, the Company, SoftBank, SBGC and Project 6 LLC, with respect to the Call Option Agreements (the “Call Option Support Agreement”); (k) an instrument of transfer of the Call Option Agreements, the Call Option Support Agreement and certain shares of Common Stock by SBGC to Project 6 LLC (the “Transfer and Assignment Agreement”) to effect the Project 6 LLC Transfer; (l) an agreement (the “Executive Purchase Agreement”) between the Company and the Executive Purchaser to effect the Executive Purchase and a proxy, lock-up and ROFR agreement (the “MC Proxy Agreement”) between the Executive Purchaser and DT, each entered into concurrently herewith; (m) a security agreement from Project 6 LLC in favor of Newco, a security agreement from Newco in favor of DT and a security agreement from Project 6 LLC in favor of DT (together, the “Security Agreements”); (n) a consent (the “Proxy Agreement Consent”) under the Proxy, Lock-Up and ROFR Agreement dated as of April 1, 2020 (the “Proxy Agreement”), delivered to SoftBank by DT and entered into concurrently herewith; (o) a joinder to the Proxy Agreement by Project 6 LLC (the “Proxy Agreement Joinder”); (p) an amendment to the Amended and Restated Stockholders’ Agreement, dated as of April 1, 2020, among SoftBank, DT and the Company (the “Second Amended and Restated Stockholders’ Agreement”); and (q) a duly executed certificate providing that the Company is not and has not for the applicable period 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) (the “FIRPTA Certificate”).