LICENSE PURCHASE AGREEMENT by and among T-MOBILE USA, INC. and T-MOBILE LICENSE LLC, and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS Dated as of January 5, 2014

Exhibit 10.2

EXECUTION COPY

LICENSE PURCHASE AGREEMENT

by and among

T-MOBILE USA, INC. and

T-MOBILE LICENSE LLC,

and

CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS

Dated as of January 5, 2014

TABLE OF CONTENTS


		Page
ARTICLE 1 DEFINITIONS			1

ARTICLE 2 PURCHASE AND SALE OF LICENSES			4
Section 2.1	Purchase and Sale of VZW Licenses		4
Section 2.2	No Assumption of Liabilities		4
Section 2.3	Closing		4

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF VZW			5
Section 3.1	Organization		5
Section 3.2	Power and Authority		5
Section 3.3	Enforceability		5
Section 3.4	Non-Contravention		5
Section 3.5	Compliance With Laws		6
Section 3.6	VZW Licenses		6
Section 3.7	Litigation		7
Section 3.8	Build-out Requirements		8
Section 3.9	No Brokers		8

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE T-MOBILE PARTIES			8
Section 4.1	Organization		8
Section 4.2	Power and Authority		8
Section 4.3	Enforceability		8
Section 4.4	Non-Contravention		9
Section 4.5	Litigation		9
Section 4.6	Qualification		9
Section 4.7	Available Funds		10
Section 4.8	Acknowledgements regarding Build-Out Requirements and Interference		10
Section 4.9	No Brokers		10

ARTICLE 5 COVENANTS AND OTHER AGREEMENTS			10
Section 5.1	Covenants of the T-Mobile Parties and VZW Pending the Closing		10
Section 5.2	Confidentiality		10
Section 5.3	Compliance with Law; Compliance with Licenses; Non-Solicitation; Updates; E-911.		11
Section 5.4	Governmental Filings		12
Section 5.5	Like-Kind Exchange		13
Section 5.6	Allocation of Purchase Price for Tax Purposes		14

ARTICLE 6 CONDITIONS TO CLOSING			14
Section 6.1	Conditions to the Obligations of the T-Mobile Parties		14
Section 6.2	Conditions to the Obligations of VZW		15

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ARTICLE 7 TERMINATION		16
Section 7.1	Termination	16

ARTICLE 8 SURVIVAL AND INDEMNIFICATION		17
Section 8.1	Survival	17
Section 8.2	General Indemnification Obligation	17
Section 8.3	Limitations	18
Section 8.4	Indemnification Procedures	19
Section 8.5	Treatment of Payments	20
Section 8.6	Exclusive Remedy	21

ARTICLE 9 MISCELLANEOUS		21
Section 9.1	Assignment	21
Section 9.2	Further Assurances	21
Section 9.3	Entire Agreement; Amendment	22
Section 9.4	Waiver	22
Section 9.5	Notices	22
Section 9.6	Governing Law	23
Section 9.7	No Benefit to Others	23
Section 9.8	Headings, Gender, “Person,” and “including”	23
Section 9.9	Severability	24
Section 9.10	Counterparts, Facsimile and Electronic Signatures	24
Section 9.11	Expenses	24
Section 9.12	Construction of “VZW License”	24

- ii -

LICENSE PURCHASE AGREEMENT

THIS LICENSE PURCHASE AGREEMENT (“Agreement”), dated as of January 5, 2014, is entered into by and among (i) T-MOBILE USA, INC., a Delaware corporation (“T-Mobile”) and T-MOBILE LICENSE LLC, a Delaware limited liability company (“T-Mobile License” and collectively with T-Mobile, the “T-Mobile Parties”), and (ii) CELLCO PARTNERSHIP, a Delaware general partnership doing business as Verizon Wireless (“VZW”). Each T-Mobile Party and VZW is a “Party,” and the T-Mobile Parties and VZW collectively are the “Parties”; provided that as the context requires (i.e., when the applicable provision describes a two-party relationship or interaction), the T-Mobile Parties, collectively, shall be deemed to be a single Party and VZW shall be deemed to be the other Party.

WHEREAS, VZW holds the lower 700 MHz A Block licenses granted by the FCC that are identified in Schedule A (the “VZW Licenses”); and

WHEREAS, VZW wishes to sell, and T-Mobile License wishes to purchase, the VZW Licenses, as permitted pursuant to 47 C.F.R. § 1.948, in the manner and subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, conditions and agreements hereinafter set forth, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth or referenced below:

“Accommodator” has the meaning set forth in Section 5.5.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.

“Agreement” means this Agreement and all Exhibits and Schedules hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Allocation Date” has the meaning set forth in Section 5.6.

“Business Day” means any day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business in the county of New York, State of New York.

“Claim Notice” has the meaning set forth in Section 8.4(a).

“Closing” has the meaning set forth in Section 2.3(a).

“Closing Date” has the meaning set forth in Section 2.3(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“DOJ” means the United States Department of Justice.

“E-911 Deployment Requests” has the meaning set forth in Section 5.3(e).

“Exchange” has the meaning set forth in Section 5.5.

“FCC” means the Federal Communications Commission or any successor entity thereto.

“FCC Application” has the meaning set forth in Section 5.4(a).

“FCC Consent” means the requisite consent of the FCC to permit the consummation of the transaction contemplated hereby, including the assignment by VZW to T-Mobile License of the VZW Licenses.

“FCC Order” means a written action or order by the FCC or any of its bureaus.

“FCC Rules” means the rules, regulations and orders of the FCC.

“FTC” means the United States Federal Trade Commission.

“Governmental Authority” means a federal, state or local court, legislature, governmental agency, commission or regulatory or administrative authority or instrumentality.

“HSR Act” means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

“HSR Notice” has the meaning set forth in Section 5.4(b).

“Indemnified Party” has the meaning set forth in Section 8.2(a).

“Indemnifying Party” has the meaning set forth in Section 8.2(a).

“Interoperability Order” means the Report and Order and Order of Proposed Modification in Promoting Interoperability in the 700 MHz Commercial Spectrum and Request for Waiver and Extension of Lower 700 MHz Band Interim Construction Benchmark Deadlines, WT Docket Nos. 12-69 and 12-332, adopted by the FCC on October 25, 2013.

“Law” means applicable common law and any statute, ordinance, code or other law, rule, permit, permit condition, regulation, order, decree, technical or other standard, requirement or procedure enacted, adopted, promulgated, applied, issued or followed by any Governmental Authority.

“Liabilities” means any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, of any kind or nature whatsoever, whether fixed or unfixed, known or unknown, asserted or unasserted, ▇▇▇▇▇▇ or inchoate, liquidated or unliquidated, secured or unsecured, accrued, contingent or otherwise.

“Lien” means any mortgage, lien, pledge, charge, security interest, easement, conditional sales contract, reversionary interest, transfer restriction (other than transfer restrictions arising under the FCC Rules), right of first refusal, voting trust agreement, preemptive right, or other adverse claim or defect of title.

“Losses” has the meaning set forth in Section 8.2(a).

“NDA” has the meaning set forth in Section 5.2(a).

“Notice Period” has the meaning set forth in Section 8.4(a).

“Outside Date” has the meaning set forth in Section 7.1(a).

“PDF” has the meaning set forth in Section 9.10.

“Person” has the meaning set forth in Section 9.8.

“Potential Contributor” has the meaning set forth in Section 8.3(e).

“Purchase Price” has the meaning set forth in Section 2.1.

“Section 1060 Allocation” has the meaning set forth in Section 5.6.

“Subject Parties” shall mean, with regard to the Interoperability Order, AT&T Services, Inc., DISH Network Corporation and their respective Affiliates.

“Subsidiaries” means, as to any Person, the Affiliates of such Person that, directly or indirectly, are controlled by such Person.

“Taxes” means any taxes, duties, assessments, fees, levies, or similar governmental charges, together with any interest, penalties, and additions to tax, imposed by any taxing authority, wherever located (i.e., whether federal, state, local, municipal, or foreign), including all net income, gross income, gross receipts, net receipts, sales, use, transfer, franchise, privilege, profits, social security, disability, withholding, payroll, unemployment, employment, excise, severance, property, windfall profits, value added, ad valorem, occupation, or any other similar governmental charge or imposition.

“T-Mobile” has the meaning set forth in the preamble.

“T-Mobile License” has the meaning set forth in the preamble.

“T-Mobile Parties” has the meaning set forth in the preamble.

“Transaction Documents” means this Agreement and all other agreements, documents and instruments required to be delivered by any Party or its designee to any other Party or its designee in accordance with the provisions of this Agreement.

“Unserved Areas” has the meaning set forth in Section 5.3(e).

“VZW” has the meaning set forth in the preamble.

“VZW Licenses” has the meaning set forth in the recitals.

ARTICLE 2

PURCHASE AND SALE OF LICENSES

Section 2.1 Purchase and Sale of VZW Licenses

At the Closing, T-Mobile License shall pay to VZW an amount equal to $2.365 billion (the “Purchase Price”), which shall be payable by the T-Mobile Parties to VZW by wire transfer of immediately available funds to such account(s) as VZW shall designate no later than three Business Days prior to the Closing Date. In exchange therefor, VZW shall grant, sell, convey, assign, transfer and deliver to T-Mobile License (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens, and T-Mobile License shall purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from VZW, all right, title and interest of VZW in and to the VZW Licenses.

Section 2.2 No Assumption of Liabilities

THIS IS A PURCHASE AND SALE OF ASSETS AND THE T-MOBILE PARTIES SHALL NOT ASSUME, BE BOUND BY OR RESPONSIBLE FOR, OR BE DEEMED TO HAVE ASSUMED, BECOME BOUND BY OR RESPONSIBLE FOR, UNDER THIS AGREEMENT OR BY REASON OF THE TRANSACTION CONTEMPLATED HEREBY, ANY LIABILITIES OF VZW OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE.

Section 2.3 Closing

(a) Unless this Agreement shall have been earlier terminated in accordance with the provisions of this Agreement, the closing of the transaction contemplated by this Agreement (the “Closing”) shall be consummated via U.S. mail, recognized overnight courier and/or electronic transmission at 10:00 a.m. Eastern time on the date that is five Business Days (or such greater number of Business Days requested by T-Mobile or VZW but in any event not later than 15 days) after the satisfaction or waiver of the conditions set forth in ARTICLE 6 (except those conditions that by their nature will be satisfied at the Closing), or at such other time or place as may be agreed upon in writing by T-Mobile and VZW. The date of the Closing is referred to herein as the “Closing Date”.

(b) Subject to the terms and conditions hereof, at the Closing, VZW shall execute and deliver to T-Mobile License (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile) (i) an instrument of assignment in the form attached hereto as Exhibit A, executed by

VZW; (ii) such other reasonable instruments (if any) as shall be necessary and effective to transfer, convey and assign to, and vest in, T-Mobile License all of the right, title and interest of VZW in and to the VZW Licenses; and (iii) the closing certificates and other documents required to be delivered pursuant to this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF VZW

VZW hereby represents and warrants to the T-Mobile Parties as follows:

Section 3.1 Organization

VZW is a general partnership, duly formed and validly existing under the laws of the State of Delaware.

Section 3.2 Power and Authority

VZW has the requisite partnership power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance by VZW of this Agreement and all the other Transaction Documents required to be executed and delivered by VZW in accordance with the provisions of this Agreement have been duly authorized by all necessary partnership action on the part of VZW. This Agreement has been, and the other Transaction Documents to which VZW is a party have been, or will be, duly executed and delivered by VZW.

Section 3.3 Enforceability

This Agreement constitutes, and the other Transaction Documents to which VZW is a party constitute or will constitute, the legal, valid and binding obligations of VZW, enforceable against VZW in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws affecting creditors’ rights generally and by general principles of equity.

Section 3.4 Non-Contravention

Upon the receipt of the FCC Consent, compliance with any applicable requirements of the HSR Act and the giving of any post-Closing notifications required by the FCC or state Governmental Authorities, the execution, delivery and performance by VZW of this Agreement and the other Transaction Documents to which VZW is a party do not and will not violate or conflict with or result in the breach of any term, condition or provision of, or require the consent of any other Person under, (i) any Law to which VZW or any of the VZW Licenses is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that is applicable to VZW or any of the VZW Licenses, (iii) the partnership agreement of VZW, or (iv) any material mortgage, indenture, agreement, contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written, to which VZW is a party or subject, by which VZW may have rights or by which any of the VZW Licenses may be bound or affected, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise materially change the existing rights or obligations of VZW thereunder.

Section 3.5 Compliance With Laws

VZW is not in violation in any material respect of any federal, state or local law, ordinance, code, order or governmental rule or regulation that relates to any of the VZW Licenses, including the FCC Rules.

Section 3.6 VZW Licenses

(a) Each of the VZW Licenses has been validly issued, is in full force and effect, is validly held by VZW and is free and clear of conditions or restrictions, other than those routinely imposed in conjunction with FCC licenses of a similar type. Each of the VZW Licenses is free and clear of all Liens, other than any leases or other arrangements between VZW and any other Affiliate of VZW (which shall be terminated at or prior to Closing). At Closing each of the VZW Licenses will be free and clear of all Liens.

(b) Except for any leases or other arrangements between VZW and any other Affiliate of VZW (which shall be terminated at or prior to Closing), none of the spectrum covered by the VZW Licenses is subject to any lease or other agreement or arrangement with any third party, including any agreement giving any third party any right to use such spectrum.

(c) There are no existing applications, petitions to deny or complaints or proceedings pending or, to VZW’s knowledge, threatened, before the FCC or any other tribunal, governmental authority or regulatory agency relating to any of the VZW Licenses or which otherwise will or could reasonably be expected to adversely affect any VZW License, other than proceedings affecting the wireless telecommunications industry or 700 MHz A Block licenses or licensees generally. No governmental authority or regulatory agency has, to VZW’s knowledge, threatened to terminate or suspend any of the VZW Licenses. There are no third party claims of any kind that have been asserted with respect to any of the VZW Licenses. VZW is not in violation or default, or has received any notice of any claim of violation or default, with respect to any of the VZW Licenses. No event has occurred with respect to any of the VZW Licenses that permits, or after notice or lapse of time or both would permit, revocation or termination thereof or that will or would reasonably be expected to result in any violation or default, claim of violation or default or impairment of the rights of the holder of such VZW License.

(d) Each VZW License is held solely by VZW. No shareholder, officer, employee or former employee of VZW or any Affiliate thereof, or any other Person, holds or has any proprietary, financial or other interest (direct or indirect) in, or any authority to use, or any other right or claim in or to, any of the VZW Licenses, other than any leases or other arrangements between VZW and any other Affiliate of VZW (which shall be terminated at or prior to Closing).

(e) No amounts (including installment payments consisting of principal and/or interest or late payment fees) are due to the FCC or the United States Department of the Treasury in respect of the VZW Licenses, and none of the VZW Licenses were acquired with bidding credits. The consummation of the transaction contemplated hereunder will not cause the FCC to impose any unjust enrichment penalties pursuant to 47 C.F.R. §1.2111.

(f) VZW has no reason to believe that any of the VZW Licenses will not be renewed in the ordinary course. None of the VZW Licenses will be adversely affected by the consummation of the transaction contemplated hereby. VZW is not aware of any basis for any application, action, petition, objection or other pleading, or for any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any VZW License, (ii) seeks the imposition of any modification or amendment with respect to any VZW License, (iii) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any VZW License, or (iv) in any other way will or could reasonably be expected to adversely affect any VZW License.

(g) There are no liabilities of VZW or any Affiliate thereof (whether matured or unmatured, direct or indirect, or absolute, contingent or otherwise), whether related to, associated with, or attached to, any VZW License or otherwise to which the T-Mobile Parties or any of their Affiliates will be subject from and after the Closing as a result of the consummation of the transaction contemplated hereby.

(h) With respect to each VZW License, (i) all material documents required to be filed at any time by VZW with the FCC with respect to such VZW License have been filed or the time period for such filing has not lapsed, and (ii) all such documents filed since the date that such VZW License was first issued or transferred to VZW or any Affiliate thereof are correct in all material respects. None of the VZW Licenses is subject to any conditions other than those appearing on the face of such VZW License and those imposed by the FCC Rules upon the wireless communications services industry generally or upon 700 MHz A Block licenses or licensees generally. There are no obligations to make any payments to the FCC associated with any VZW License, nor will the consummation of the transaction contemplated hereby cause the FCC to require any party or any of its Affiliates to refund to the FCC all or any portion of any bidding credit that VZW or any of its past or current Affiliates received from the FCC in connection with any VZW License.

(i) VZW and each Affiliate thereof is in compliance in all material respects with, and is not in violation in any material respect of, any Law applicable to the VZW Licenses to which any of them is subject, including all pertinent aspects of the FCC Rules, including (i) the FCC Rules pertaining to eligibility to hold 700 MHz A Block licenses in general, and the VZW Licenses in particular, and (ii) the FCC Rules restricting foreign ownership of radio licenses. VZW is in material compliance with all terms and conditions of, and all of its obligations under, each VZW License.

Section 3.7 Litigation

Except for proceedings affecting the wireless communications services industry generally or 700 MHz A Block licenses or licensees generally, no litigation, arbitration, investigation or other proceeding of or before any court, arbitrator or governmental or regulatory official, body or authority is pending or, to VZW’s knowledge, threatened against VZW or any Affiliate thereof that would reasonably be expected to adversely affect any of the VZW Licenses, or that seeks to enjoin this Agreement or the transaction contemplated hereby or otherwise prevent VZW from performing its obligations under this Agreement or consummating the transaction contemplated

hereby. Neither VZW nor any Affiliate thereof is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that adversely affects any of the VZW Licenses or that would reasonably be expected to impair the ability of VZW to consummate the transaction contemplated by this Agreement.

Section 3.8 Build-out Requirements

VZW is not in breach or otherwise in violation of any FCC build-out requirements relating to any VZW License.

Section 3.9 No Brokers

VZW and its agents have incurred no obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with this Agreement or the transaction contemplated hereby for which the T-Mobile Parties or any Affiliate thereof could become liable or obligated.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE T-MOBILE PARTIES

Each T-Mobile Party jointly and severally hereby represents and warrants to VZW as follows:

Section 4.1 Organization

Each T-Mobile Party is a corporation or limited liability company, as the case may be, duly organized and validly existing under the laws of the State of Delaware.

Section 4.2 Power and Authority

Each T-Mobile Party has the requisite corporate or limited liability company, as applicable, power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance by each T-Mobile Party of this Agreement and all the other Transaction Documents required to be executed and delivered by such T-Mobile Party in accordance with the provisions of this Agreement have been duly authorized by all necessary corporate or limited liability company, as applicable, action on the part of such T-Mobile Party. This Agreement has been, and the other Transaction Documents to which either of the T-Mobile Parties is a party have been, or will be, duly executed and delivered by the applicable T-Mobile Parties.

Section 4.3 Enforceability

This Agreement constitutes, and the other Transaction Documents to which either T-Mobile Party is a party constitute or will constitute, the legal, valid and binding obligations of each applicable T-Mobile Party, enforceable against such T-Mobile Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws affecting creditors’ rights generally and by general principles of equity.

Section 4.4 Non-Contravention

Upon the receipt of the FCC Consent, compliance with any applicable requirements of the HSR Act and the giving of any post-Closing notifications required by the FCC or state Governmental Authorities, the execution, delivery and performance by each T-Mobile Party of this Agreement and the other Transaction Documents to which such T-Mobile Party is a party do not and will not violate or conflict with or result in the breach of any term, condition or provision of, or require the consent of any other Person under, (i) any Law to which either T-Mobile Party is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that is applicable to either T-Mobile Party, (iii) the articles of incorporation, certificate of formation, bylaws or similar organizational documents of either T-Mobile Party, or (iv) any material mortgage, indenture, agreement, contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written, to which either T-Mobile Party is a party or subject, by which either T-Mobile Party may have rights, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise materially change the existing rights or obligations of either T-Mobile Party thereunder.

Section 4.5 Litigation

Except for proceedings affecting the wireless communications services industry generally, no litigation, arbitration, investigation or other proceeding of or before any court, arbitrator or governmental or regulatory official, body or authority is pending or, to either T-Mobile Party’s knowledge, threatened against either T-Mobile Party or Affiliate thereof that seeks to enjoin this Agreement or the transaction contemplated hereby or otherwise prevent either T-Mobile Party from performing its obligations under this Agreement or consummating the transaction contemplated hereby. No T-Mobile Party or Affiliate thereof is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that would reasonably be expected to impair the ability of either T-Mobile Party to consummate the transaction contemplated by this Agreement.

Section 4.6 Qualification

T-Mobile License is, and any other Affiliate of T-Mobile designated by T-Mobile pursuant to Section 9.1 will be, fully qualified under the Communications Act of 1934, as amended, and the FCC Rules (i) to hold and receive FCC licenses generally, (ii) to hold and receive the VZW Licenses, upon the consummation of the transaction contemplated hereby, and (iii) to be approved as the assignee of the VZW Licenses. T-Mobile License is, and any other Affiliate designated by T-Mobile pursuant to Section 9.1 will be, in compliance with Section 310(b) of the Communications Act of 1934, as amended, and all FCC Rules promulgated thereunder with respect to alien ownership.

Section 4.7 Available Funds

At the Closing, the T-Mobile Parties will have available to them funds sufficient to satisfy, no later than the date they become due, all of the T-Mobile Parties’ payment obligations under Section 2.1 of this Agreement and to consummate the transaction contemplated hereby.

Section 4.8 Acknowledgements regarding Build-Out Requirements and Interference

The T-Mobile Parties acknowledge that they are aware of the FCC’s build-out requirements with respect to the VZW Licenses, and that satisfaction of those requirements will be the T-Mobile Parties’ responsibility following the Closing. The T-Mobile Parties also acknowledge that they are aware of the potential interference between broadcast television operations located on Channel 51 and wireless operations on lower 700 MHz A Block licenses.

Section 4.9 No Brokers

No T-Mobile Party, nor agent thereof, has incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with this Agreement or the transaction contemplated hereby for which VZW or any Affiliate thereof could become liable or obligated.

ARTICLE 5

COVENANTS AND OTHER AGREEMENTS

Section 5.1 Covenants of the T-Mobile Parties and VZW Pending the Closing

From the date hereof until the Closing, each Party shall:

(a) take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of their respective obligations under this Agreement, to cause the conditions set forth in ARTICLE 6 to be satisfied and to consummate and make effective the transaction contemplated hereby as soon as reasonably practicable after the date hereof; and

(b) not (i) take, or agree to take, any action that would result in a material breach of any of its representations or warranties hereunder, or (ii) omit, or agree to omit, to take any action necessary to prevent a material breach of any of its representations or warranties hereunder.

Section 5.2 Confidentiality

(a) The non-disclosure agreement between VZW and T-Mobile, effective October 3, 2013 (the “NDA”), shall remain in effect in accordance with its terms.

(b) The Parties acknowledge and agree that the existence of this Agreement, the terms and conditions of this Agreement and the substance of the negotiations between the Parties regarding such terms and conditions constitute “Transaction Information” under the NDA.

(c) Notwithstanding the foregoing or the terms of the NDA, (i) each Party shall have the right to issue a press release regarding the transaction contemplated hereby in the form that has been previously approved by the other Party, and (ii) each Party shall have the right to make disclosure of Transaction Information (as defined under the NDA) with respect to this Agreement or the transaction contemplated hereby to the extent such disclosure is required under applicable Law or the rules and regulations of the New York Stock Exchange, provided that the disclosing Party provides the other Party as much opportunity to review and comment in advance on such disclosure as is practicable under the circumstances.

Section 5.3 Compliance with Law; Compliance with Licenses; Non-Solicitation; Updates; E-911.

(a) Compliance with Law. From the date hereof until the Closing, VZW and its Affiliates shall comply in all material respects with all Laws to the extent that they relate to any of the VZW Licenses.

(b) Compliance with Licenses. From the date hereof until the Closing, (i) VZW shall maintain all of its rights and interest in, and the validity of, the VZW Licenses, and shall not, and shall cause its Affiliates not to, engage in any transaction or take any action or omit to take any action that will or would reasonably be expected to adversely affect its rights or interest in, or the validity of, the VZW Licenses, and (ii) VZW shall promptly provide the T-Mobile Parties with copies of all applications and other correspondence to the FCC and any notices, orders or correspondence received from the FCC to the extent specifically related to the VZW Licenses. Without limiting the foregoing, VZW shall not seek the modification of any VZW Licenses.

(c) Non-solicitation. Prior to the earlier to occur of the Closing or any termination of this Agreement in accordance with the provisions of Section 7.1, VZW shall not, and shall cause its Subsidiaries and the officers, employees, agents and representatives of VZW and its Subsidiaries not to, directly or indirectly, sell, transfer, assign or otherwise dispose of any of the VZW Licenses or enter into any agreement, arrangement or understanding, solicit inquiries or proposals, furnish non-public information or initiate or participate in any negotiations or discussions whatsoever with respect to any of the foregoing transaction.

(d) Notice of Certain Events. Each Party shall promptly notify the other in writing (i) of any action, suit or proceeding that shall be instituted or threatened against such Party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement, and (ii) if such Party acquires knowledge of any development causing any of the representations and warranties of such Party in ARTICLE 3 or ARTICLE 4, as applicable, to be untrue in any material respect. No disclosure by either Party pursuant to this Section 5.3(d), however, shall be deemed to amend or supplement this Agreement or to prevent or cure any misrepresentation by such Party herein, unless the other Party shall have expressly so agreed in writing.

(e) E-911. At the written request of T-Mobile made within 45 days after the date hereof, accompanied by a list of the Unserved Areas, VZW will use its commercially reasonable efforts to compile and furnish to T-Mobile, prior to Closing, a list of all E-911 Phase I or Phase II “deployment requests” pursuant to 47 C.F.R. §20.18 of the FCC Rules (“E-911 Deployment

Requests”) that have been received by VZW or any of its Affiliates with respect to the Unserved Areas, together with the following information for each E-911 Deployment Request listed: (i) date of request, (ii) county covered, (iii) E-911 phase, (iv) requesting PSAP, (v) status of deployment and (vi) date of deployment, if applicable. Such list shall be updated, if necessary, prior to Closing to add any additional such E-911 Deployment Requests received by VZW between the date of delivery of the original list and the Closing Date. For purposes of the foregoing, “Unserved Areas” shall mean geographic areas covered by the VZW Licenses in which T-Mobile does not offer wireless service. During the two year period following the Closing Date, upon T-Mobile’s reasonable request, VZW shall provide T-Mobile with copies of any written E-911 Deployment Requests received by VZW or its Affiliates at any time prior to Closing that relate to the VZW Licenses.

Section 5.4 Governmental Filings

(a) As soon as practicable after the date of this Agreement, the Parties shall file with the FCC all applications and notifications necessary to obtain the FCC Consent (the “FCC Application”). The Parties shall use their respective commercially reasonable efforts to file the FCC Application within 10 Business Days after the date of this Agreement. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Application, and will use their respective commercially reasonable efforts to take all steps necessary and proper to obtain the FCC Consent.

(b) As soon as practicable after the date of this Agreement, the Parties shall prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transaction contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act. The Parties shall use their respective commercially reasonable efforts to file the HSR Notice within 10 Business Days after the date of this Agreement. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice.

(c) Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4, including by (i) providing copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party from, or given by such Party to, any Governmental Authority relating to the approval of the transaction contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transaction contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transaction contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transaction contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, neither Party shall participate in any meeting or discussion expected to address substantive matters related to the transaction contemplated hereby, either in person or by telephone, with any Governmental Authority in connection with the proposed

transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that either of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transaction contemplated hereby. To the extent that confidential information of either Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority.

(d) VZW shall not take any action to oppose or otherwise impede the T-Mobile Parties with respect to: (i) any acquisition of a Channel 51 license in a market area covered by any of the VZW Licenses; (ii) any frequency-relocation of a Channel 51 licensee operating in any such market; or (iii) any frequency-sharing or other frequency-related agreement with a Channel 51 licensee operating in any such market. Further, VZW shall not file any petition for reconsideration, appeal or other legal challenge to the Interoperability Order and shall not take any other action that could reasonably be expected to result in the materially adverse modification of the Interoperability Order in a manner that would be inconsistent with the voluntary industry agreement contemplated by the Interoperability Order.

(e) In the event that at any time after the date hereof VZW or any of the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that would have the effect of materially delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals.

Section 5.5 Like-Kind Exchange

Either Party may structure the transaction contemplated hereby as, or as part of, a tax-deferred, like-kind exchange (“Exchange”), including with a third party, pursuant to Section 1031 of the Code. In connection therewith, each Party, at its option, may assign its right in, and delegate its duties (in part or in whole) under, this Agreement, as well as the transfer of interests in any newly formed title holding entity or any cash consideration, as applicable, to a “qualified intermediary,” as defined in Section 1.1031 (k)-1 of the regulations promulgated under the Code, or another person selected by such Party (“Accommodator”), to accomplish the Exchange. In such event, the other Party agrees to cooperate with the first Party in connection with the exchange, including the execution of documents (including escrow instructions and amendments to escrow instructions) in connection therewith, provided that the other Party shall in no way be obligated to pay any charges incurred with respect to the first Party’s replacement property in the Exchange or to take title to the first Party’s replacement property. In addition, each Party will cooperate with the other Party in a manner similar to that described above in this paragraph to effect a “reverse like-kind exchange” as requested by the first Party, provided that such Party may make such assignment, delegation or transfer described above to an “exchange accommodation title holder,” as defined in Revenue Procedure 2000-37, selected by such Party as Accommodator

to accomplish the Exchange, all subject to the limitations described above. Neither Party shall be required to make any representations or warranties, assume any obligations, spend any out-of-pocket sum, or acquire title to any other property in connection with an exchange involving an Accommodator selected by the other Party. None of the representations, warranties, covenants, indemnification obligations or other agreements of the Parties hereunder shall be affected by any assignment to an Accommodator contemplated by this Section 5.5. Notwithstanding any other provision of this Agreement, the provisions of this Section 5.5 shall survive the Closing without limitation.

Section 5.6 Allocation of Purchase Price for Tax Purposes

The Parties shall agree, as soon as practicable (taking into account any applicable regulatory requirements) and no later than 10 Business Days prior to the Closing Date (such date on which the Parties reach such agreement, the “Allocation Date”), upon an allocation of the Purchase Price among the VZW Licenses, prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (the “Section 1060 Allocation”). The Parties agree to amend the Section 1060 Allocation as necessary to reflect any adjustments in consideration agreed upon, or payments made, after the Allocation Date. Each Party agrees to file, and to cause its Affiliates to file, their income tax returns and all other tax returns and necessary forms in a manner consistent with this allocation.

ARTICLE 6

CONDITIONS TO CLOSING

Section 6.1 Conditions to the Obligations of the T-Mobile Parties

The obligation of the T-Mobile Parties to consummate the transaction contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by T-Mobile:

(a) The FCC Consent shall have been obtained by one or more FCC Orders, free of any conditions that are materially adverse to the business of the T-Mobile Parties and their Affiliates or that would reasonably be expected to have a material adverse effect on the VZW Licenses (taken as a whole), except for conditions on any VZW License that are generally applicable to 700 MHz A Block licenses. Any spectrum divestiture conditions set forth in one or more FCC Orders approving the transaction contemplated by this Agreement, which conditions arise out of or are in connection with a separate strategic transaction entered into prior to the Closing Date by any of the T-Mobile Parties and/or their Affiliates, shall be deemed (i) not to be materially adverse to the business of the T-Mobile Parties and their Affiliates, and (ii) not to reasonably be expected to have a material adverse effect on the VZW Licenses (taken as a whole).

(b) All of the representations and warranties of VZW contained in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date), without regard to materiality qualifiers contained in such representations and warranties and without giving effect to any updated information disclosed by VZW to the T-Mobile Parties pursuant to Section 5.3(d), in each case with only such exceptions as have not had a material adverse effect on the VZW Licenses (taken as a whole), the use thereof or the ability of VZW to consummate the transaction contemplated hereby.

(c) VZW shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it prior to or at the Closing.

(d) T-Mobile shall have received a certificate from VZW, dated as of the Closing Date, certifying that the conditions specified in Section 6.1(b) and Section 6.1(c) have been fulfilled.

(e) No award, order, writ, decree, injunction or judgment by any arbitrator or Governmental Authority shall be in effect that enjoins or prohibits the consummation of the transaction contemplated hereby.

(f) Any applicable waiting period under the HSR Act relating to the transaction contemplated by this Agreement shall have expired or been terminated.

(g) VZW shall have discontinued all of its operations on and uses of the spectrum covered by the VZW Licenses.

(h) The Interoperability Order shall be in full force and effect and shall not be suspended, revoked or cancelled. Neither the FCC nor any Subject Party shall have taken any action, or failed to take any action, that would reasonably be expected to result in the materially adverse modification of the Interoperability Order in a manner that would be inconsistent with the voluntary industry agreement contemplated by the Interoperability Order. All FCC license modifications contemplated by the Interoperability Order shall have been made and all FCC Rules changes set forth in the Interoperability Order shall have taken effect.

Section 6.2 Conditions to the Obligations of VZW

The obligation of VZW to consummate the transaction contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by VZW:

(a) The FCC Consent shall have been obtained by one or more FCC Orders, free of any conditions that are materially adverse to the business of VZW and its Affiliates.

(b) All of the representations and warranties of the T-Mobile Parties contained in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date), without regard to materiality qualifiers contained in such representations and warranties and without giving effect to any updated information disclosed by the T-Mobile Parties to VZW pursuant to Section 5.3(d), in each case with only such exceptions as have not had a material adverse effect on the ability of the T-Mobile Parties to consummate the transaction contemplated hereby.

(c) The T-Mobile Parties shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by any of them prior to or at the Closing.

(d) VZW shall have received a certificate from the T-Mobile Parties, dated as of the Closing Date, certifying that the conditions specified in Section 6.2(b) and Section 6.2(c) have been fulfilled.

(f) Any applicable waiting period under the HSR Act relating to the transaction contemplated by this Agreement shall have expired or been terminated.

ARTICLE 7

TERMINATION

Section 7.1 Termination

(a) This Agreement may be terminated before the Closing Date only as follows:

(i) by mutual consent of the Parties or by either Party if the Closing is prohibited by change in law;

(ii) by T-Mobile, at any time if (x) any of VZW’s representations and warranties contained in this Agreement were not true and correct as of the date hereof, and such failure would result in the failure of VZW to meet the conditions set forth in Section 6.1(b); (y) any of VZW’s representations and warranties contained in this Agreement fails to be true and correct as of the Closing Date, and such failure would result in the failure of VZW to meet the conditions set forth in Section 6.1(b) and is not reasonably capable of being cured by the Outside Date; or (z) VZW fails to comply with any of its covenants or obligations set forth herein, and such failure to comply would result in the failure of the condition set forth in Section 6.1(c), provided that T-Mobile shall have given VZW written notice of such failure and VZW shall not have cured such failure within 30 days after receipt of such notice;

(iii) by VZW, at any time if (x) any of the T-Mobile Parties’ representations and warranties contained in this Agreement were not true and correct as of the date hereof, and such failure would result in the failure of the T-Mobile Parties to meet the conditions set forth in Section 6.2(b); (y) any of the T-Mobile Parties’ representations and warranties contained in this Agreement fails to be true and correct as of the Closing Date, and such failure would result in the failure of the T-Mobile Parties to meet the conditions set forth in Section 6.2(b) and is not reasonably capable of being cured by the Outside Date; or (z) the T-Mobile Parties fail to comply with any of their covenants or obligations set forth herein, and such failure to comply would result in the failure of the condition set forth in Section 6.2(c), provided that VZW shall have given the T-Mobile Parties written notice of such failure and the T-Mobile Parties shall not have cured such failure within 30 days after receipt of such notice;

(iv) by either Party if the Closing does not occur by the date that is 18 months after the date of this Agreement (the “Outside Date”) and the failure of the Closing to occur by the Outside Date does not result in whole or in part from a breach by the terminating Party of its obligations hereunder;

(v) by either Party if the consummation of the transaction contemplated hereby shall be prohibited by a final, non-appealable order, decree or injunction of a court of competent jurisdiction; or

(vi) by T-Mobile if the condition set forth in Section 6.1(h) becomes untrue and is not reasonably capable of becoming satisfied by the Outside Date.

(b) In the event of the termination of this Agreement pursuant to the provisions of Section 7.1(a), this Agreement shall become void and have no effect, without any liability on the part of any of the Parties or their partners, shareholders, members, directors or officers in respect of this Agreement; provided that (i) nothing herein shall relieve any Party from any Liability resulting from or arising out of any breach by such Party of this Agreement, and (ii) this Section 7.1(b) and Article 9 shall survive termination of this Agreement for any reason (it being understood that the survival of Section 9.11 shall not preclude a Party’s expenses from being included in damages for a breach of this Agreement by the other Party).

ARTICLE 8

SURVIVAL AND INDEMNIFICATION

Section 8.1 Survival

All representations and warranties made by the Parties in this Agreement shall survive for a period lasting 18 months after the Closing, except that (a) any intentional misrepresentation shall survive Closing indefinitely, (b) the representations contained in Sections 3.1, 3.2, 3.3, 3.4 and 3.6(a) and Sections 4.1, 4.2, 4.3 and 4.4 shall survive the Closing until the expiration of the statute of limitations applicable thereto, or indefinitely if there is no applicable statute of limitations, and (c) Sections 3.6(e), 3.6(g) and 3.6(i) shall survive the Closing indefinitely. Any claim by a Party based upon breach of any such representation or warranty made pursuant to Section 8.2 or otherwise must be submitted to the other Party prior to the expiration of the applicable survival period.

Section 8.2 General Indemnification Obligation

(a) From and after the Closing, each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other Party (i.e., each of the T-Mobile Parties or VZW, as the case may be) and its Affiliates, and its and their respective shareholders, partners, directors, officers, members, managers, agents, employees, successors and assigns (each, an “Indemnified Party”) against and in respect of any and all damages, losses, deficiencies, liabilities, assessments, fines, judgments, costs and other expenses (including reasonable legal fees and expenses and reasonable expenses of investigation) (“Losses”) incurred or suffered by any

Indemnified Party, whether such Losses relate to claims, actions or causes of action asserted by any Indemnified Party against the Indemnifying Party or asserted by third parties, that result from, relate to or arise out of:

(i) any inaccuracy in or breach of the representations and warranties made by the Indemnifying Party herein or in any certificate delivered pursuant hereto;

(ii) any nonfulfillment or breach by the Indemnifying Party of any of the covenants or agreements made by the Indemnifying Party herein; and

(iii) any and all claims made by third parties that arise out of, are based upon or allege any such breach, inaccuracy or nonfulfillment or that are inconsistent with the accuracy of any such representation or warranty or the fulfillment of any such agreement or covenant.

(b) From and after the Closing, VZW as Indemnifying Party agrees to indemnify and hold harmless the T-Mobile Parties and their Affiliates, and the T-Mobile Parties’ and their Affiliates’ respective shareholders, partners, directors, officers, agents, employees, successors and assigns, as Indemnified Parties, against and in respect of any and all Losses incurred or suffered by any such Indemnified Party that result from, relate to or arise out of: (i) the ownership and use by VZW or its Affiliates of the VZW Licenses prior to the Closing; or (ii) any Liabilities of VZW or its Affiliates.

(c) From and after the Closing, the T-Mobile Parties (jointly and severally, acting as a single Party) as Indemnifying Party agree to indemnify and hold harmless VZW and its Affiliates, and VZW’s and its Affiliates’ respective shareholders, partners, directors, officers, members, managers, agents, employees, successors and assigns, as Indemnified Parties, against and in respect of any and all Losses incurred or suffered by any such Indemnified Party that result from, relate to or arise out of: (i) the ownership and use by T-Mobile License or other T-Mobile Affiliates of the VZW Licenses after the Closing; or (ii) any Liabilities of the T-Mobile Parties or their Affiliates.

Section 8.3 Limitations

(a) VZW shall not be liable for any inaccuracy in or breach of representation and warranty pursuant to Section 8.2(a)(i) unless the aggregate amount of all Losses of the Indemnified Parties for all such inaccuracies or breaches exceeds $10,000,000 (the “Deductible”), in which case VZW shall only be liable to the T-Mobile Indemnified Parties for Losses in excess of the Deductible; provided however that the Deductible shall not be applicable with respect to inaccuracies in or breaches of the representations and warranties set forth in Sections 3.6(a) and 3.6(g). In no event shall VZW’s aggregate liability under Section 8.2(a)(i) exceed $2.365 billion.

(b) The T-Mobile Parties shall not be liable for any inaccuracy in or breach of representation and warranty pursuant to Section 8.2(a)(i) unless the aggregate amount of all Losses of the Indemnified Parties for all such inaccuracies or breaches exceeds the amount of the Deductible, in which case the T-Mobile Parties shall only be liable to the VZW Indemnified Parties for Losses in excess of the Deductible. In no event shall the T-Mobile Parties’ aggregate liability under Section 8.2(a)(i) exceed $0.5 billion.

(c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are consequential, exemplary or punitive, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to (i) any intentional or willful misrepresentations or any breaches of covenants or agreements by any Party, or (ii) any damages that are payable to third parties pursuant to a final, non-appealable order.

(d) The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses, and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses.

(e) If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 8.2 and the Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnified Party, the Indemnifying Party shall be subrogated to, and the Indemnified Party shall assign to the Indemnifying Party, such of the Indemnified Party’s rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to seek recovery from the Potential Contributor of the amount of such payment.

(f) VZW acknowledges and agrees that the VZW Licenses are unique and that, prior to Closing, remedies at law, including monetary damages, will be inadequate in the event of a breach by it in the performance of its obligations under this Agreement. Accordingly, VZW agrees that in the event of any such breach, the T-Mobile Parties shall be entitled to a decree of specific performance pursuant to which VZW is ordered to affirmatively carry out its pre-Closing and Closing obligations under this Agreement, subject to the conditions of this Agreement. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by the T-Mobile Parties, and the T-Mobile Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by VZW under this Agreement.

Section 8.4 Indemnification Procedures

(a) In the event that any claim or demand for which the Indemnifying Party would be liable to an Indemnified Party under this ARTICLE 8 is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall give notice of such claim or demand promptly to the Indemnifying Party, which notice(s) shall specify the nature of such claim or demand in reasonable detail and the amount or the estimated amount thereof to the extent then feasible (the “Claim Notice”) and shall attach to such Claim Notice copies of any applicable summonses, complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim. The Indemnifying Party shall have 20 Business Days from the receipt of the Claim Notice in accordance with Section 9.5 (the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such claim or demand.

(b) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion; provided, however, that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise that (i) does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation, or (ii) includes terms and conditions that, in the reasonable judgment of the Indemnified Party, impose any burden, restraint, cost, liability, duty or other obligation on the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records, documents, information, data and other materials which may be reasonably required in the defense of such third party claim, and shall otherwise cooperate with and assist the Indemnifying Party in its defense of the claim. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. In no event shall the Indemnifying Party be liable for the expenses of more than one separate law firm (excluding local counsel) for all Indemnified Parties with respect to any claim or demand or series of related claims or demands hereunder.

(c) Any claim or demand for which an Indemnified Party seeks indemnification under this ARTICLE 8 may be settled by the Indemnified Party only with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). The amount of any settlement so approved shall be conclusively deemed to be a liability of the Indemnifying Party hereunder if it is determined that the Indemnifying Party has liability for such claim or demand.

(d) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party.

(e) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this ARTICLE 8 shall not relieve the Indemnifying Party from any liability in respect of such claim, demand or action under this ARTICLE 8, except to the extent of any prejudice or damages to the Indemnifying Party as a result thereof.

Section 8.5 Treatment of Payments

Any payment made pursuant to the indemnification obligations arising under Section 8.2 shall be treated as an adjustment to the purchase price to the extent permitted under applicable law.

Section 8.6 Exclusive Remedy

Following the Closing, the Parties acknowledge and agree that the indemnification rights of the Parties and their Affiliates under this ARTICLE 8 are their exclusive remedy with respect to any and all claims arising out of or in relation to this Agreement and the Transaction Documents, provided that the foregoing shall not limit any Party’s equitable remedies or any Party’s rights or remedies based on fraud.

ARTICLE 9

MISCELLANEOUS

Section 9.1 Assignment

(a) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and permitted assigns. The rights and obligations of either Party under this Agreement shall not be assignable by such Party without the written consent of the other Party, except as otherwise provided in this Section 9.1.

(b) Either Party may assign all or a portion of its rights and obligations hereunder to an Accommodator as provided in Section 5.5.

(c) T-Mobile License may assign all or a portion of its rights hereunder to receive the VZW Licenses to one or more Affiliates of T-Mobile or any successor to all or substantially all of T-Mobile’s business by way of merger, consolidation, liquidation, purchase of assets of T-Mobile or other form of acquisition or other form of reorganization; provided that, (i) the T-Mobile Parties furnish VZW with reasonably satisfactory assurance of performance of this Agreement by such assignee, transferee or delegee, (ii) the assignment, transfer or delegation will not prevent or delay by more than an immaterial period of time the FCC’s approval of the transaction contemplated hereby or the expiration of the waiting period under the HSR Act, and (iii) no such assignment, transfer or delegation shall relieve either of the T-Mobile Parties or any successor in interest of either of the T-Mobile Parties of any of its obligations to VZW hereunder.

(d) VZW may assign, transfer or delegate its obligations hereunder to convey any of the VZW Licenses at Closing to any Affiliate of VZW, or to any successor to all or substantially all of VZW’s business, including by way of merger, consolidation, liquidation, purchase of assets of VZW or other form of acquisition or other form of reorganization; provided that, (i) VZW furnish the T-Mobile Parties with reasonably satisfactory assurance of performance of this Agreement by such assignee, transferee or delegee, (ii) the assignment, transfer or delegation will not prevent or delay by more than an immaterial period of time the FCC’s approval of the transaction contemplated hereby or the expiration of the waiting period under the HSR Act, and (iii) no such assignment, transfer or delegation shall relieve VZW or any successor in interest of VZW of any of its obligations to the T-Mobile Parties hereunder.

Section 9.2 Further Assurances

Each Party will cooperate with the other Party and execute and deliver to the other Party such other instruments and documents and take such other actions as may be reasonably requested from time to time by the other Party as necessary to carry out, evidence and confirm the intended purposes of this Agreement.

Section 9.3 Entire Agreement; Amendment

(a) This Agreement, including its Schedules and Exhibits, which are specifically incorporated herein, together with the NDA, set forth the entire understanding of the Parties hereto with respect to the transaction contemplated hereby and supersede any and all previous agreements and understandings, oral or written, between or among the Parties regarding the transaction contemplated hereby.

(b) This Agreement shall not be amended or modified except by written instrument duly executed by both Parties hereto.

Section 9.4 Waiver

No waiver of any term or provision of this Agreement shall be effective unless in writing, signed by the Party against whom enforcement of the same is sought. The grant of a waiver in one instance does not constitute a continuing waiver in all similar instances. No failure by any Party to exercise, and no delay by any Party in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof.

Section 9.5 Notices

Any notice, request, demand, waiver, consent, approval or other communication that is required or permitted hereunder shall be in writing and shall be deemed given only if delivered personally or sent by registered or certified mail or by Federal Express or other overnight mail service, postage prepaid, or by fax, with written confirmation, as follows:

If to the T-Mobile Parties (or any of them), to:

T-Mobile USA, Inc.

▇▇▇▇▇ ▇▇ ▇▇^▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: General Counsel

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

with a required copy (which shall not itself constitute proper notice) to:

T-Mobile USA, Inc.

▇▇▇▇▇ ▇▇ ▇▇^▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: Senior Vice President Corporate Development

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

If to VZW, to:

Cellco Partnership

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇

Executive Director – Property Planning and Acquisitions

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

with a required copy (which shall not itself constitute proper notice) to:

Cellco Partnership

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

or to such other address or facsimile number as the addressee may have specified in a notice duly given to the sender as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered.

Section 9.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without reference to any of its choice of law rules that would cause the laws of any other jurisdiction to apply. In connection with any controversy arising out of or related to this Agreement, the Parties hereby irrevocably consent to the jurisdiction of the United States District Court for the Southern District of New York, if a basis for federal court jurisdiction is present, and, otherwise, in the state courts of the State of New York. Each of the Parties irrevocably consents to service of process out of the aforementioned courts and waives any objection which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or in connection with this Agreement brought in the aforementioned courts and hereby further irrevocably waives and agrees not to plead or claim in such courts that any such action or proceeding brought in such courts has been brought in an inconvenient forum.

Section 9.7 No Benefit to Others

The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the Parties hereto and, in the case of ARTICLE 8, the other Indemnified Parties, and their heirs, executors, administrators, legal representatives, successors and assigns, and they shall not be construed as conferring any rights on any other Persons.

Section 9.8 Headings, Gender, “Person,” and “including”

All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise specified, any reference herein to a Section, Article, Schedule or Exhibit shall be a reference to such Section or Article of, or Schedule or

Exhibit to, this Agreement. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires. Any reference to a “Person” herein shall include an individual, firm, corporation, partnership, limited liability company, trust, governmental authority or body, association, unincorporated organization or any other entity. Whenever used in this Agreement, the word “including,” and variations thereof, even when not modified by the phrase “but not limited to” or “without limitation,” shall not be construed to imply any limitation and shall mean “including but not limited to.”

Section 9.9 Severability

Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. Moreover, the Parties agree that the invalid or unenforceable provision shall be enforced to the maximum extent permitted by law in accordance with the intention of the Parties as expressed by such provision.

Section 9.10 Counterparts, Facsimile and Electronic Signatures

This Agreement may be executed in any number of counterparts and any Party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become binding when one or more counterparts taken together shall have been executed and delivered by all of the Parties. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. The Parties intend to sign and deliver this Agreement by facsimile transmission or by electronic transmission in portable document format (“PDF”). Each Party agrees that the delivery of this Agreement by facsimile or PDF shall have the same force and effect as delivery of original signatures and that each Party may use such facsimile or PDF signatures as evidence of the execution and delivery of this Agreement by all Parties to the same extent that an original signature could be used.

Section 9.11 Expenses

Each Party shall pay its own expenses incidental to the preparation of this Agreement, the carrying out of the provisions of this Agreement and the consummation of the transaction contemplated hereby. Without limiting the generality of the foregoing, each Party shall pay the total filing fee payable by it as an “acquiring person” in connection with the filing of the HSR Notice, and each Party shall bear its own other expenses incurred in connection with such filing. This Section shall survive termination of this Agreement, and shall apply irrespective of whether the Closing occurs, except as provided in Section 7.1(b).

Section 9.12 Construction of “VZW License”

Notwithstanding anything herein to the contrary, unless the context otherwise requires, all representations, warranties, covenants and agreements contained herein that are specified to

apply to a “VZW License” shall be deemed to be made both with respect to such license taken as a whole and with respect to any portion of such license. For example, and without limiting the generality of the foregoing, a representation by VZW that no event has occurred that permits revocation of any “VZW License” would be deemed to include a representation that no event has occurred that permits revocation of any portion of any VZW License.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


T-MOBILE USA, INC.		CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS

By:	/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name:	J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇	Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇
Title:	Executive Vice President and Chief Financial Officer	Title:	President and Chief Executive Officer

T-MOBILE LICENSE LLC

By:	/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:	J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:	Executive Vice President and Chief Financial Officer

SCHEDULE A

VZW Licenses


FCC Call Sign	Market Number – Market Name	Service/Block	MHz	Licensee
WQJQ696	BEA010 - New York-North New Jersey-Long Island, NY-NJ-CT-PA-MA-VT	700 MHz A	698-704 728-734	Cellco Partnership
WQJQ697	BEA012 - Philadelphia-Wilmington-Atlantic City, PA-NJ-DE-MD	700 MHz A	698-704 ▇▇▇-▇▇▇	▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇	▇▇▇▇▇▇ - ▇▇▇▇▇▇▇, ▇▇	700 MHz A	698-704 728-734	Cellco Partnership
WQJQ700	BEA031 - Miami-Fort Lauderdale, FL	700 MHz A	698-704 728-734	Cellco Partnership
WQJQ703	BEA049 - Cincinnati-Hamilton, OH-KY-IN	700 MHz A	698-704 728-734	Cellco Partnership
WQJQ705	BEA057 - Detroit-▇▇▇ Arbor-Flint, MI	700 MHz A	698-704 728-734	Cellco Partnership
WQJQ708	BEA067 - Indianapolis, IN-IL	700 MHz A	698-704 728-734	Cellco Partnership
WQJQ709	BEA099 - Kansas City, ▇▇-▇▇	▇▇▇ MHz A	698-704 728-734	Cellco Partnership
WQJQ710	BEA107 - Minneapolis-St. ▇▇▇▇, MN-WI-IA	700 MHz A	698-704 728-734	Cellco Partnership
WQJQ713	BEA130 - Austin-San Marcos, TX	700 MHz A	698-704 728-734	Cellco Partnership
WQJQ715*	BEA134 - San Antonio, TX	700 MHz A	698-704 728-734	Cellco Partnership
WQJQ716	BEA141 - Denver-Boulder-Greeley, ▇▇-▇▇-▇▇	▇▇▇ MHz A	698-704 728-734	Cellco Partnership
WQJQ717	BEA160 - Los Angeles-Riverside-Orange County, CA-AZ	700 MHz A	698-704 728-734	Cellco Partnership
WQJQ718	BEA162 - Fresno, CA	700 MHz A	698-704 728-734	Cellco Partnership
WQJQ720	BEA164 - Sacramento-Yolo, CA	700 MHz A	698-704 728-734	Cellco Partnership

*	This license has already been partitioned.

A-1

LICENSE PURCHASE AGREEMENT by and among T-MOBILE USA, INC. and T-MOBILE LICENSE LLC, and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS Dated as of January 5, 2014

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