SB-DT 2029 CALL OPTION
Exhibit 68
EXECUTION VERSION
CONFIDENTIAL
SB-DT 2029 CALL OPTION
THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. INTERESTS IN THIS SECURITY MAY BE OFFERED, REOFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT IS A “QUALIFIED PURCHASER” (AS DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(THE “INVESTMENT COMPANY ACT”), AND THE RULES THEREUNDER) FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION. EACH PURCHASER OF THIS SECURITY AND EACH SUBSEQUENT HOLDER OF THIS SECURITY IS REQUIRED TO NOTIFY ANY PURCHASER OF THE ABOVE TRANSFER RESTRICTIONS AND WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND WARRANTIES SET FORTH
IMMEDIATELY BELOW AND UNDER SECTION 13 HEREOF.
EACH PURCHASER (INCLUDING SUBSEQUENT TRANSFEREES) OF THIS SECURITY (OR A BENEFICIAL INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED, ACKNOWLEDGED AND AGREED THAT: (1) IT IS PURCHASING THIS SECURITY (OR
SUCH BENEFICIAL INTEREST) FOR ITS OWN ACCOUNT, AND NOT WITH A VIEW TO ANY PUBLIC RESALE OR DISTRIBUTION THEREOF; (2) IT UNDERSTANDS AND ACKNOWLEDGES THAT THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY U.S.
STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION AND NOTWITHSTANDING THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES
ACT, THE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED EXCEPT TO AN INVESTOR THAT IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) PURSUANT TO RULE 144A THAT IS ALSO A “QUALIFIED PURCHASER” (AS DEFINED
IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT AND THE RULES THEREUNDER); (3) IT IS A QUALIFIED INSTITUTIONAL BUYER AND ALSO A QUALIFIED PURCHASER; AND (4) IT AGREES ON ITS OWN BEHALF AND ON BEHALF OF EACH SUBSEQUENT HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF WILL AGREE, TO OFFER, REOFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (I) TO AN INVESTOR WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, SUBJECT IN EACH CASE TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES
WITHIN ITS OR THEIR CONTROL.
IF ANY PERSON ACQUIRING THIS SECURITY (OR A BENEFICIAL INTEREST HEREIN) IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER (OR FAILS TO MEET THE OTHER REQUIREMENTS SET FORTH HEREIN) AT THE TIME OF
ACQUISITION HEREOF, SUCH TRANSACTION WILL BE NULL AND VOID AND OF NO EFFECT.
OPTION
to purchase
10,000,000
Shares of Common Stock of
T-Mobile US, Inc.,
a Delaware Corporation
1. Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.
“2020 Security Agreement” means the Pledge and Security Agreement, dated as of June 26, 2020, by and between DT, as secured party, and Project 6, as pledgor.
“2021 Intercreditor Agreement” means the Amended and Restated Intercreditor Agreement, dated as of October 12, 2021, among Project 6, as pledgor, DT, the Joint Calculation
Agents and the First Priority Secured Parties party thereto.
“2022 Intercreditor Agreement” means the Amended and Restated Intercreditor Agreement, dated as of March 21, 2022, among Project 6, as pledgor, DT, and the First Priority
Secured Parties party thereto.
“Applicable Reference Price” means, with respect to any Margin Loan, the Market Price for the Common Stock for the Trading Day immediately preceding the date of execution of
such Margin Loan.
“Board of Directors” means the board of directors of the Company.
“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to
close or be closed.
“Common Stock” means the common stock, $0.00001 par value per share, of the Company.
“Company” means T-Mobile US, Inc., a Delaware corporation.
“Derivative Transaction” has the meaning set forth in Section 2(ii)(b).
“DT” means Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany.
“Equity Interests” means any and all (i) shares, interests, participations or other equivalents (however designated) of capital stock or other voting securities of a
corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (ii) securities convertible into or exchangeable for shares, interests, participations or other equivalents
(however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person, and (iii) any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting,
and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.
“Exercisable Date” means October 2, 2025.
“Exercise Period” means the period from and including the Exercisable Date to and including the Expiration Time.
“Exercise Price” means the Market Price for the Common Stock for the Trading Day immediately preceding the date on which the Notice of Exercise is delivered.
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“Expiration Time” means April 1, 2029.
“Grantor” means Project 9 or its successor.
“Investment Company Act” means the Investment Company Act of 1940, as amended, or any successor statute, and the rules and regulations promulgated thereunder.
“Issue Date” means October 2, 2025.
“Margin Loan” has the meaning set forth in Section 2(ii)(a).
“Market Price” means, on any date of determination, the last sale price of the Common Stock (or other Equity Interest) as reported on The NASDAQ Global Select Market (as
reported on Bloomberg L.P. page “TMUS US Equity HP” (or any successor page thereto)) (or any other exchange or quotation system, if applicable) (or, in the case of other Equity Interest, on such other exchange and page as may be applicable). If the
Common Stock (or such other Equity Interest) is not readily tradable on an established securities market, Market Price shall be reasonably determined in good faith by a third party appraisal firm mutually agreed by the Grantor and the Optionholder.
“Merger Event” means, in respect of shares of Common Stock, any (i) reclassification or change of such shares of Common Stock that results in a transfer of or an
irrevocable commitment to transfer all of such shares of Common Stock outstanding to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of the Company with or into another entity or person (other
than a consolidation, amalgamation, merger or binding share exchange in which the Company is the continuing entity and which does not result in a reclassification or change of all of such shares of Common Stock outstanding), (iii) takeover
offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100% of the outstanding shares of Common Stock of the Company that results in a transfer of or an irrevocable
commitment to transfer all such shares of Common Stock (other than such shares of Common Stock owned or controlled by such other entity or person), or (iv) consolidation, amalgamation, merger or binding share exchange of the Company or its
subsidiaries with or into another entity in which the Company is the continuing entity and which does not result in a reclassification or change of all such shares of Common Stock outstanding but results in the outstanding shares of Common Stock
(other than shares of Common Stock owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding shares of Common Stock immediately following such event.
“Notice of Exercise” means the Form of Notice of Exercise attached as Annex A hereto.
“Option” means this SB-DT 2029 Call Option, issued on the Issue Date specified above by the Grantor to the Optionholder (as amended restated, modified or supplemented from
time to time).
“Option Property” has the meaning set forth in Section 12(iv).
“Option Shares” has the meaning set forth in Section 2(i).
“Optionholder” has the meaning set forth in Section 2(i).
“Partial Transfer” has the meaning set forth in Section 8.
“Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.
“Pledged Derivative Transaction Shares” has the meaning set forth in Section 2(ii)(b).
“Pledged Margin Loan Shares” has the meaning set forth in Section 2(ii)(a).
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“Project 6” means Delaware Project 6 L.L.C., a limited liability company organized in the state of Delaware and a wholly owned subsidiary of SoftBank.
“Project 9” means Delaware Project 9 L.L.C., a limited liability company organized in the state of Delaware and a wholly owned subsidiary of SoftBank.
“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.
“SoftBank” means SoftBank Group Corp., a Japanese kabushiki kaisha.
“Trading Day” means a day on which The NASDAQ Global Select Market is open for trading.
“Trigger Event” has the meaning set forth in Section 2(ii)(a)(2).
2. Number of Option Shares; Exercise Price.
(i) This certifies that, for value received, DT or its permitted assigns (the “Optionholder”) is entitled, upon the terms hereinafter set forth,
to acquire from the Grantor, in whole or in part, up to an aggregate of 10,000,000 fully paid and nonassessable shares of Common Stock (the “Option Shares”), at a purchase price per share of Common Stock equal to the Exercise Price. The
Option Shares and the Exercise Price are subject to adjustment as provided herein (including under Section 2(iii) and Section 12 hereof), and all references to “Common Stock,” “Option Shares” and “Exercise Price” herein shall be
deemed to include any such adjustment or series of adjustments.
(ii) The Grantor shall at all times own, beneficially and of record, free and clear of any liens or encumbrances, a number of
shares of Common Stock equal to at least the number of Option Shares subject to this Option. Notwithstanding the foregoing, the Grantor may:
(a) pledge some or all Option Shares as collateral under any margin loan facility (a “Margin Loan” and any such shares “Pledged
Margin Loan Shares”) if the following requirements are satisfied:
(1) the Grantor and the Optionholder enter into a security agreement in a form reasonably acceptable to each of them pursuant to which a security interest in all right,
title and interest of the Grantor in an amount of shares of Common Stock equal to the number of Pledged Margin Loan Shares and any proceeds thereof is granted in favor of the Optionholder, provided that the Grantor and the Optionholder
hereby agree that the form of the 2020 Security Agreement is acceptable;
(2) the margin call trigger for such Margin Loan shall be a loan-to-value ratio in respect of such Margin Loan that is no greater than 67% (the “Trigger Event”);
(3) the aggregate amount of all obligations secured by Pledged Margin Loan Shares subject to such Margin Loan on the date of execution of such Margin Loan shall not
exceed 50% of the aggregate fair market value of such Pledged Margin Loan Shares based on the Applicable Reference Price;
(4) the Optionholder, the Grantor and the lender parties to such Margin Loan (or person(s) acting as agent(s) of such lender parties in connection with the liens granted
relating to such Margin Loan) enter into an intercreditor agreement in a form reasonably acceptable to each of them, provided that the Grantor and the Optionholder hereby agree that the form of the 2021 Intercreditor Agreement is
acceptable, except that any notice or reporting obligations included in such intercreditor agreement shall not be broader in nature and scope than the obligations included in Section 2(ii)(a)(5)(II) of this
Option;
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(5) the Grantor shall provide to the Optionholder copies of (I) all fully executed Margin Loan documentation and (II) (A) any and all notices and (B)
other material written communications or information that is relevant to the interests of the Optionholder under this Option or the intercreditor agreement, in each case, exchanged between the Grantor, on the one hand, and any Margin Loan lender or
agent, on the other hand, pursuant to such Margin Loan documentation or otherwise in connection with such Margin Loan and, without limiting the foregoing, the Grantor shall notify the Optionholder (X) immediately if at any time (1)
the loan-to-value ratio of such Margin Loan exceeds 60% or (2) the Trigger Event has occurred and (Y) prior to modifying, amending, terminating, extending or entering into any additional agreement between the Grantor or SoftBank, on
the one hand, and any Margin Loan lender or agent, on the other hand, with respect to such Margin Loan, in each case, solely and to the extent such modification, amendment, termination, extension or additional agreement is relevant to the interests
of the Optionholder under this Option or the intercreditor agreement;
(6) the Grantor shall keep the Optionholder informed with respect to all significant developments regarding such Margin Loan and use its commercially reasonable efforts
to inform the Optionholder promptly if it believes that the Trigger Event could reasonably occur at any time within a period of three weeks; and
(7) any proposed amendment or modification to an existing Margin Loan shall be subject to the terms of this Section 2(ii)(a);
(b) pledge some or all Option Shares as collateral for any equity derivative transaction (a “Derivative Transaction” and any
such shares “Pledged Derivative Transaction Shares”) if the following requirements are satisfied:
(1) the Grantor and the Optionholder enter into a security agreement in a form reasonably acceptable to each of them pursuant to which a security interest in all right,
title and interest of the Grantor in an amount of shares of Common Stock equal to the number of Pledged Derivative Transaction Shares and any proceeds thereof is granted in favor of the Optionholder, provided that the Grantor and the
Optionholder hereby agree that the form of the 2020 Security Agreement is acceptable;
(2) the Optionholder, the Grantor and the dealer counterparty(ies) to such Derivative Transaction (or person(s) acting as agent(s) of such dealer counterparties in
connection with the liens granted relating to such Derivative Transaction) enter into an intercreditor agreement in a form reasonably acceptable to each of them, provided that the Grantor and the Optionholder hereby agree that the form of
the 2022 Intercreditor Agreement is acceptable;
(3) the maturity date of such Derivative Transaction is after the Expiration Time;
(4) such Derivative Transaction does not include an option for physical settlement prior to the date after the Expiration Time; and
(5) the strike price (in case of a put option transaction, including as part of a collar) or forward floor price (in case of a variable share forward transaction), as
applicable, for any tranche of such Derivative Transaction shall not exceed 90% of the reference price for such Derivative Transaction.
(iii) Notwithstanding anything to the contrary, nothing herein shall restrict the Grantor from transferring the Pledged Margin Loan Shares or the
Pledged Derivative Transaction Shares, as applicable, in accordance with the terms of the applicable intercreditor agreement (be it in connection with an enforcement action, foreclosure or otherwise) and the number of Option Shares shall
automatically be reduced by a number (rounded to the nearest whole number of shares) equal to the number of such transferred shares.
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(iv) The Optionholder shall be responsible for satisfying all legal requirements applicable to its exercise of this Option, and the Grantor shall not
be required to settle this Option if settlement of this Option would violate any applicable legal requirement.
3. Exercise of Option.
(i) The right to purchase Option Shares represented by this Option is exercisable, in whole or in part by the Optionholder, at any
time or from time to time during the Exercise Period, by the surrender of this Option and the Notice of Exercise, duly completed and executed on behalf of the Optionholder, at the principal office of the Grantor located at ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: SBGI Corporate Legal Team, e-mail: ▇▇▇▇-▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇-▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (or such other office, agency or email(s) of the Grantor as it may designate by notice in writing to
the Optionholder) by no later than 9:30 a.m. (New York time) on the date of exercise.
(ii) If the Optionholder does not exercise this Option in its entirety, the Optionholder shall be entitled to receive from the Grantor, upon request, a
new option of like tenor in substantially identical form and on the same terms for the purchase of the number of Option Shares equal to the difference between the number of Option Shares subject to this Option and the number of Option Shares as to
which this Option is so exercised.
4. Delivery of Option Shares. The Option Shares acquired upon exercise of this Option shall be delivered to the Optionholder, in book-entry
form, no later than the second Business Day following the date of exercise of this Option, subject to payment of the Exercise Price for the Option Shares thereby purchased by wire transfer of immediately available funds to an account designated by
the Grantor. The Grantor hereby represents and warrants that the Option Shares are validly issued, fully paid and nonassessable and, upon delivery to the Optionholder shall be free of any liens or encumbrances. The Optionholder hereby
acknowledges that Option Shares acquired upon exercise of this Option have not been registered under the Securities Act and must be held indefinitely unless such Option Shares are subsequently registered under the Securities Act or an exemption
from such registration is available, and the Company is under no obligation to register the Option Shares.
5. No Fractional Shares. No fractional Option Shares or other Equity Interests representing fractional Option Shares or other Equity Interests
shall be issued or obtained upon any exercise of this Option. In lieu of any fractional share to which the Optionholder would otherwise be entitled, the Optionholder shall be entitled to receive a cash payment equal to the Market Price of the
Common Stock or such other Equity Interests on the last trading day preceding the date of exercise less the Exercise Price for such fractional share.
6. No Rights as Stockholders. Except as otherwise provided by the terms of this Option, this Option does not entitle the Optionholder to (i) receive
dividends or other distributions, (ii) consent to any action of the stockholders of the Company, (iii) receive notice of or vote at any meeting of the stockholders, (iv) receive notice of any other proceedings of the Company or
(v) exercise any other rights whatsoever, in any such case, as a stockholder of the Company prior to the date of exercise hereof.
7. Charges, Taxes and Expenses. Issuance of this Option and the delivery of any shares of Common Stock or other Equity Interests to the
Optionholder upon the exercise of this Option shall be made without charge to the Optionholder for any transfer tax or other incidental expense in respect of such delivery, all of which taxes and expenses shall be paid by the Grantor.
8. Transfer and Assignment. Subject to applicable securities laws, the Optionholder shall have the right to pledge, transfer or assign its
rights and obligations hereunder, in whole or in part, to any wholly-owned subsidiary of DT so long as such transferee remains a wholly-owned subsidiary of the Optionholder. The Grantor shall not have the right to assign or transfer its rights and
obligations hereunder, in whole or in part, to any person without the prior written consent of the Optionholder. Upon a transfer by the Optionholder permitted by this Section 8, this Option shall be transferrable upon surrender of this
Option to the office or agency of the Grantor described in Section 3, and a new Option of the same tenor and date as this Option but registered in the name of one or more transferees shall be made and delivered by the Grantor to each such
transferee at each such address furnished to the Grantor. If the transferring holder does not transfer the entirety of its rights to purchase all Option Shares hereunder (each such transfer, a “Partial Transfer”), such holder shall be
entitled to receive from the Grantor a new Option in substantially identical form for the purchase of that number of Option Shares as to which the right to purchase was not transferred and otherwise substantially on the same terms as the original
Option prior to the Partial Transfer. Each Partial Transfer must transfer or assign rights to purchase a number of Option Shares that is an integral multiple of 100,000. All expenses (other than stock transfer taxes) and other charges payable in
connection with the preparation, execution and delivery of the new Options pursuant to this Section 8 shall be paid by the Grantor, other than the costs and expenses of counsel or any other advisor to the Optionholder and its transferee.
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9. Registry of Option. The Grantor shall maintain a registry showing the name and address of the Optionholder as the registered holder of this
Option. This Option may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Grantor, and the Grantor shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.
10. Loss, Theft, Destruction or Mutilation of Option. Upon receipt by the Grantor of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Option, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity or security reasonably satisfactory to the Grantor, or, in the case of any such mutilation, upon surrender and
cancellation of this Option, the Grantor shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Option, a new Option of like tenor and representing the right to purchase the same aggregate number of Option Shares as provided
for in such lost, stolen, destroyed or mutilated Option.
11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding day that is a Business Day.
12. Adjustments and Other Rights. The Exercise Price and Option Shares subject to this Option shall be subject to adjustment from time to time
as follows; provided that if more than one subsection of this Section 12 is applicable to a single event, the subsection shall be applied that produces the largest adjustment, no single event shall cause an adjustment under more
than one subsection of this Section 12 so as to result in duplication and for the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Option Shares subject to this Option shall be made pursuant to this Section
12.
(i) Stock Splits, Subdivisions, Reclassifications or Combinations. If the Company shall at any time or from time to time (a) declare,
order, pay or make a dividend or make a distribution on its Common Stock in shares of Common Stock, (b) split, subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares or (c) combine or reclassify
the outstanding shares of Common Stock into a smaller number of shares, the number of Option Shares subject to this Option at the time of the record date for such dividend or distribution or the effective date of such split, subdivision,
combination or reclassification shall be proportionately adjusted so that the Optionholder immediately after such record date or effective date, as the case may be, shall be entitled to purchase the number of shares of Common Stock which such
holder would have owned or been entitled to receive in respect of the shares of Common Stock subject to this Option after such date had this Option been exercised in full immediately prior to such record date or effective date, as the case may be.
In the event of such adjustment, the Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification shall be immediately adjusted to the
number obtained by dividing (x) the product of (1) the number of Option Shares subject to this Option in full before the adjustment determined pursuant to the immediately preceding sentence and (2) the Exercise Price in effect
immediately prior to the record or effective date, as the case may be, for the dividend, distribution, split, subdivision, combination or reclassification giving rise to such adjustment by (y) the new number of Option Shares subject to this
Option in full determined pursuant to the immediately preceding sentence.
(ii) Distributions. If the Company shall fix a record date for the making of a dividend or other distribution (by spin-off or otherwise) on
shares of Common Stock other than any cash dividend, whether in Equity Interests of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including Equity Interests, other
securities or evidences of indebtedness of a subsidiary), or any combination thereof, excluding (x) dividends or distributions subject to adjustment pursuant to Section 12(i) or (y) dividends or distributions of rights in
connection with the adoption of a stockholder rights plan in customary form (including with respect to the receipt of such rights in respect of shares of Common Stock issued subsequent to the initial dividend or distribution of such rights), then
in each such case, in addition to the number of Option Shares subject to this Option, the Optionholder shall be entitled to receive such Equity Interests of the Company, other securities of the Company, evidences of indebtedness of the Company or
any other Person or any other property (including Equity Interests, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, that a holder of such number of shares of Common Stock on such record date would have
been entitled to receive as a result of such dividend or other distribution. For purposes of the foregoing, in the event that such dividend or distribution in question is ultimately not so made, the number of Option Shares subject to this Option
then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to make such dividend or distribution, to the number of Option Shares that would then be subject this Option if such record date had not been
fixed. The provisions of this Section 12 shall apply in respect of any Equity Interests that the Optionholder may become entitled to receive by operation of this Section 12(ii).
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(iii) Merger Event. In case of any Merger Event, notwithstanding anything to the contrary contained herein, the Optionholder’s right to receive
Option Shares upon exercise of this Option shall be converted, effective upon the occurrence of such Merger Event, into the right to exercise this Option to acquire the number of shares of stock or other securities or property (other than cash)
that the Common Stock subject to (at the time of such Merger Event) this Option immediately prior to such Merger Event would have been entitled to receive upon consummation of such Merger Event (assuming for this purpose that any election to
receive cash in respect of shares of Common Stock is made for the maximum amount of cash that may be delivered).
(iv) Calculation of Certain Option Property. Notwithstanding anything to the contrary, in the event that any Equity Interests, other securities
of the Company or any other Person or any other property that the Optionholder may become entitled to receive by operation of this Section 12 (individually and collectively, “Option Property”) shall, by its terms, in whole or in
part, (x) mature or expire prior to the Expiration Time, or (y) require the giving of any notice or the taking of any action the failure of either of which could result in (1) the forfeiture of rights or value to which the
holder thereof would otherwise be entitled prior to the Expiration Time or (2) the maturation or expiration of such Option Property prior to the Expiration Time, then the Exercise Price shall be reduced by the fair market value of such
Option Property determined in accordance with this Section 12(iv). The fair market value of Option Property that is listed or traded on an exchange or the prices for which are available on a quotation system shall be the last sale price
for such Option Property on such exchange or quotation system. If such Option Property is not listed or traded an exchange or quotation system, the Grantor shall determine the fair market value of such Option Property based on prices for such
Option Property obtained from several leading dealers in the market for such Option Property, or if such prices are not available to the Grantor notwithstanding its commercially reasonable efforts so to procure, the fair market value of such Option
Property shall be determined by a nationally recognized investment banking, accounting or valuation firm mutually agreed by the Grantor and the Optionholder.
(v) Statement Regarding Adjustments. Whenever the Exercise Price or the number of Option Shares subject to this Option shall be adjusted as
provided in this Section 12, the Grantor shall determine the amount and form of any such adjustment in good faith and in a commercially reasonable manner and shall prepare a statement showing in reasonable detail the basis for such
determination (including any quotations, market data or information from internal or external sources, and any assumptions, used in making such determination) and cause a copy of such statement to be delivered to the Optionholder as promptly as
practicable and in no event later than 5 Business Days following its determination regarding such adjustment.
(vi) Notice of Adjustment Event. In the event that the Company takes any action of the type described in this Section 12 (but only if
the action of the type described in this Section 12 would result in an adjustment in the Exercise Price or the number of Option Shares subject to this Option or a change in the type of securities or property to be delivered upon exercise of
this Option), the Grantor shall provide written notice to the Optionholder, which notice shall set forth the facts with respect thereto as shall be reasonably necessary to indicate the proposed effect on the Exercise Price and the number, kind or
class of shares or other securities or property which upon the delivery of such shares or other securities or property to a holder of Common Stock, is expected to be deliverable to the Optionholder upon exercise of this Option and show in
reasonable detail the basis for such determination (including any quotations, market data or information from internal or external sources, and any assumptions, used in making such determination).
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(vii) Adjustment Rules. Any adjustments pursuant to this Section 12 shall be made successively whenever an event referred to herein
shall occur. If an adjustment in the Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Common Stock, then such adjustment in the Exercise Price made hereunder shall reduce the Exercise Price to the
par value of the Common Stock.
13. Representations.
(i) The Optionholder represents and warrants to, and agrees with, the Grantor that:
(a) It is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and a “qualified purchaser” as defined
in Section 2(a)(51) of the Investment Company Act.
(b) (1) It is acting for its own account, and it has made its own independent decisions to enter into this Option and as to
whether this Option is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary, (2) it is not relying on any communication (written or oral) of the other party or any of the
other party’s affiliates as investment advice or as a recommendation to enter into this Option (it being understood that information and explanations related to the terms and conditions of this Option shall not be considered investment advice or a
recommendation to enter into this Option) and (3) no communication (written or oral) received from the other party or any of the other party’s affiliates shall be deemed to be an assurance or guarantee as to the expected results of
transactions contemplated by this Option.
(ii) The Grantor represents and warrants to, and agrees with, the Optionholder that:
(a) It is duly organized and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws,
is in good standing; it has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of this Option; such execution, delivery and performance have been duly authorized by all necessary corporate action
on its part; and this Option has been duly and validly executed and delivered by the Grantor and constitutes its valid and binding obligation, enforceable against such party in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) Neither the execution and delivery of this Option nor the incurrence or performance of the obligations of such party hereunder
will conflict with or result in a breach of (1) the certificate of incorporation or by laws (or any equivalent documents) of the Grantor, (2) any law or regulation, applicable to it, or any order, writ, injunction or decree of any
court or governmental authority or agency applicable to the Grantor, or (3) any agreement or instrument to which the Grantor is a party or by which it is bound or to which it is subject, or constitute a default under, or result in the
creation of any lien under, any such agreement or instrument, except, in the case of clause (3), to the extent that such conflict, breach, default or lien would not have a material adverse effect on the Grantor, this Option or the
Optionholder’s rights or obligations relating to this Option, or the power or ability of the Grantor to execute and deliver this Option or perform its obligations hereunder.
(c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in
connection with the execution, delivery or performance by the Grantor of this Option, except such as have been obtained or made or the absence of which would not have a material adverse effect on such party, this Option or the Optionholder’s rights
or obligations relating to this Option, or the power or ability of the Grantor to execute and deliver this Option or perform its obligations hereunder and except such as may be required under the Securities Act or state securities laws and except
for filings with the Securities and Exchange Commission.
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14. Tax Matters.
(i) Upon the reasonable request of the Optionholder, the Grantor agrees to deliver to the Optionholder, as applicable, a U.S. Internal Revenue Service
Form W-8 or Form W-9 (or successor thereto), and the Optionholder agrees to deliver to the Grantor, as applicable, a U.S. Internal Revenue Service Form W-8 or Form W-9 (or successor thereto) and any other tax forms or documentation requested by the
Grantor that Optionholder is eligible to deliver.
(ii) The Optionholder and any of its affiliates shall be entitled to deduct and withhold from any amount payable pursuant to this Option such amounts
as it is required to deduct and withhold with respect to the making of such payment under applicable tax law. To the extent amounts are so withheld and paid over to or deposited with the relevant taxing authority, such deducted and withheld
amounts shall be treated for all purposes of this Option as having been paid to the person in respect of which such deduction and withholding was made. The parties shall, and shall cause their representatives and affiliates to, reasonably
cooperate to reduce or eliminate any amount required to be deducted and withheld pursuant to this Section 14(ii).
(iii) The Grantor represents and warrants to the Optionholder that it is a limited liability company organized in the State of Delaware that is treated
as disregarded and separate from SoftBank for U.S. federal income tax purposes.
15. Governing Law; Jurisdiction; Forum; Waiver of Trial by Jury.
(i) THIS OPTION 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 Option, each of the parties (a) 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, (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court,
and (c) 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 18 shall be effective service of process for any such action.
(ii) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS OPTION 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 OPTION OR THE TRANSACTIONS CONTEMPLATED HEREBY EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS OPTION BY,
AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 15(ii).
16. Binding Effect. This Option shall be binding upon any successors or assigns of the Grantor.
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17. Amendments and Waivers. Except as otherwise provided herein, the provisions of this Option may be amended, modified or discharged or waived
only by written agreement executed by the parties hereto, and no extension of time for the performance of any of the obligations hereunder shall be valid or binding unless set forth in writing and duly executed by the parties. Any waiver shall
constitute a waiver only with respect to the specific matter described in such written agreement and shall in no way impair the rights of any party granting any waiver in any other respect or at any other time. The waiver by any of the parties of
a breach of, or a default under, any of the provisions hereof, or to exercise any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights
or privileges hereunder. Except as expressly provided in this Option, the rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.
18. Notices. Unless otherwise provided in this Option, 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, 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 e-mail or any means other than those specified above. In
the event that this Option is transferred or assigned, the address of the Optionholder or the Grantor shall be such other address as shall have been furnished to the other party pursuant to Section 8 or this Section 18, as
applicable.
If to the Grantor, to:
Delaware Project 9 L.L.C.
300 El Camino Real
Menlo Park, CA 94025
| Attention: |
SBGI Corporate Legal
|
| E-mail: |
▇▇▇▇-▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
|
and
SoftBank Group Corp.
Tokyo Portcity Takeshiba
1-7-1 Kaigan
Minato-ku, Tokyo, 105-7537
Japan
| Attention: |
Corporate Officer, Head of Legal Unit
|
| E-mail: |
▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇@▇.▇▇▇▇▇▇▇▇.▇▇.▇▇
|
▇▇▇▇-▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
with a copy to (which shall not constitute notice):
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
London EC4A 1AN
| Attention: |
▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇
|
| E-mail: |
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
|
If to the Optionholder, to:
▇▇▇▇▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇ ▇▇▇
53113 Bonn, Germany
| Attention: |
▇▇▇▇ ▇▇▇▇▇▇▇, Head of Legal M&A
|
| E-mail: |
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇
|
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with a copy to (which shall not constitute notice):
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
Two Manhattan West
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
New York, New York 10001
| Attention: |
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
| E-mail: |
▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
|
19. 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.
20. Counterparts. This Option 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 Option by facsimile or by electronic mail and each party hereto shall be
permitted to rely on the signatures so transmitted to the same extent and effect as if they were original signatures.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Grantor has caused this Option to be duly executed by a duly authorized officer.
Dated: October 2, 2025
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DELAWARE PROJECT 9 L.L.C.
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇ | |||
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Name:
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▇▇▇▇▇ ▇▇▇▇▇ |
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Title:
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Manager | |||
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Acknowledged and Agreed
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
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Title:
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Chief Executive Officer |
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By:
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/s/ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ | |||
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Name:
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▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ | |||
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Title:
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VP of Legal |
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[Signature Page to SB-DT Call Option]
ANNEX A
[Form of Notice of Exercise]
Date:
TO: THE GRANTOR
RE: Election to Purchase Common Stock
The undersigned, pursuant to the provisions set forth in the attached Option, hereby agrees to purchase the number of shares of Common Stock set forth below covered by such Option. The
undersigned, in accordance with the terms of the Option, ▇▇▇▇▇▇ agrees to pay the aggregate Exercise Price for such shares of Common Stock. A new option evidencing the remaining shares of Common Stock covered by such Option, but not yet subscribed
for and purchased, if any, should be issued in the name of the Optionholder.
Number of shares of Common Stock with respect to which the Option is being exercised:
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Aggregate Exercise Price:
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Holder:
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||
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By:
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||
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Name:
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