VERIZON MASTER TRUST $102,180,000 SERIES 2024-6 CLASS B ASSET BACKED NOTES UNDERWRITING AGREEMENT

$102,180,000  SERIES 2024-6 CLASS B ASSET BACKED NOTES

July 25, 2025

RBC Capital Markets, LLC,

     as the Underwriter

Brookfield Place

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇

New York, New York 10281

Ladies and Gentlemen:

SECTION 1.     Introduction. Verizon Master Trust (the “Trust”) has issued $1,069,212,000 principal amount of its 4.17% Series 2024-6 Class A-1a Notes (the “Class A-1a Notes”), $267,300,000 principal amount of its Compounded SOFR + 0.67% Series 2024-6 Class A-1b Notes (the “Class A-1b Notes” and together with the Class A-1a Notes, the “Class A Notes”), $102,180,000 principal amount of its 4.42% Series 2024-6 Class B Notes (the “Class B Notes”) and $61,308,000 principal amount of its 4.67% Series 2024-6 Class C Notes (the “Class C Notes” and together with the Class A Notes and the Class B Notes, the “Notes”).  The Depositor (as defined below) proposes to sell the Class B Notes in the amount as set forth on Schedule I to RBC Capital Markets, LLC (the “Underwriter”). The Class B Notes are hereinafter referred to as the “Underwritten Notes”. The Notes have been issued pursuant to an Indenture, dated as of September 18, 2024 (the “Original Closing Date”) (the “Indenture”), between the Trust and U.S. Bank Trust Company, National Association, as indenture trustee (in such capacity, the “Indenture Trustee”) and note paying agent.  The assets of the Trust include, among other things, certain device payment plan agreements transferred to the Trust before, and from time to time after, the Original Closing Date (the “Receivables”). The Receivables and related property have been transferred, and from time to time after the Original Closing Date, have been and will be transferred to the Trust pursuant to a Transfer and Servicing Agreement, dated as of May 25, 2021, as amended by that certain Omnibus Amendment No. 1, dated as of November 4, 2021 (the “Omnibus Amendment”), among the Trust, the Depositor (as defined below), Verizon Wireless (as defined below), the Master Collateral Agent (as defined below), the Additional Transferor (as defined below) and the various originators from time to time party thereto (the “Transfer and Servicing Agreement”) among the Trust, Verizon ABS II LLC (the “Depositor”) and Cellco Partnership d/b/a Verizon Wireless (“Verizon Wireless” or the “Sponsor”), as servicer (in such capacity, the “Servicer”), as marketing agent (in such capacity, the “Marketing Agent”) and as custodian.  The Depositor acquired and, in the case of the Originator Receivables Transfer Agreement (as defined below), will acquire the Receivables and related property pursuant to the terms of (i) the Originator Receivables Transfer Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment (the “Originator Receivables Transfer Agreement”) between the Depositor and the various originators from time to time party thereto and (ii) the Additional Transferor Receivables Transfer Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment (the “Additional Transferor Receivables Transfer Agreement”) among the Depositor, the Servicer and Verizon DPPA Master Trust (the “Additional Transferor”).  The Additional Transferor was terminated on December 28, 2023.  In addition, the Servicer services and will service the Receivables pursuant to the Transfer and Servicing Agreement and has agreed to perform certain administrative tasks on behalf of the Trust pursuant to the Administration Agreement, dated as of May 25, 2021 (the “Administration Agreement”) between the Trust and Verizon Wireless, as administrator.  Furthermore, Verizon

Communications Inc. (“Verizon”) entered into a Parent Support Agreement, acknowledged and agreed to by the Depositor, the Trust and the Master Collateral Agent (as defined below), dated as of May 25, 2021 and has guaranteed the payment obligations of the Originators and Verizon Wireless, in its capacities as Servicer and Marketing Agent.  The Trust has contracted for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under a second amended and restated asset representations review agreement, dated as of April 23, 2024 (the “Asset Representations Review Agreement”) among the Trust, the Servicer and Pentalpha Surveillance LLC, as asset representations reviewer (the “Asset Representations Reviewer”).  Collections on and proceeds of the Receivables are designated to different Groups under the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment, the Second Omnibus Amendment (as defined below) and that certain Amendment No. 3, dated as of August 30, 2024, among the Trust, Verizon Wireless, as Servicer, U.S. Bank Trust Company, National Association, as master collateral agent (in such capacity, the “Master Collateral Agent”), and the Creditor Representatives from time to time party thereto (the “Master Collateral Agreement”). Collections on and proceeds of the Receivables designated to Group 1 (as such term is defined in the Indenture) have been and will be applied to make payments on the Notes.  Any reference to Receivables in this Agreement will refer to the Receivables designated to Group 1.

The Trust was formed by the Depositor pursuant to a trust agreement and is governed by the Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of May 25, 2021 between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), as amended by that certain Omnibus Amendment No. 2, dated as of August 11, 2022 (the “Second Omnibus Amendment”), among the Trust, the Master Collateral Agent, the Owner Trustee, Verizon DPPA True-up Trust, the Depositor and Verizon Wireless and that certain Amendment No. 2, dated as of June 20, 2025, between the Depositor and the Owner Trustee. The Class A Certificate and the Class B Certificate (collectively, the “Certificates”), representing the equity interest in the Trust, were issued to the Depositor pursuant to the Trust Agreement and are held by the Depositor and the nominee of the Originators.

Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) are defined in Appendix A to the Master Collateral Agreement or in the Indenture, as applicable, or if not defined therein, then as defined in the Prospectus (as defined below).  As used herein, the term “Transaction Documents” refers to the Transfer and Servicing Agreement, the Indenture, the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement, the Trust Agreement, the Parent Support Agreement, the Master Collateral Agreement, the Group 1 Supplement to the Master Collateral Agreement, the Marketing Agent Agency Agreement, the Account Control Agreement, the Series 2024-6 Account Control Agreement, the Administration Agreement, the Asset Representations Review Agreement, and the Depository Agreement.

At or prior to the time and date when the first Contract of Sale (as defined below) for the Underwritten Notes was entered into by the Underwriter, which was 1:28 p.m. (New York time) on July 25, 2025 (the “Time of Sale”), the Depositor had prepared (i) the preliminary prospectus, dated July 22, 2025 (subject to completion), filed with the Commission on July 22, 2025 pursuant to and in accordance with Rule 424(h) under the Act (“Rule 424(h)”) (the “Preliminary Prospectus”) and (ii) a free writing prospectus, dated July 22, 2025, and filed with the Commission

on July 22, 2025 pursuant to Rule 433 (the “Ratings Free Writing Prospectus” and, together with the Preliminary Prospectus and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act of 1933, as amended (the “Securities Act”), the “Time of Sale Information”).  If, subsequent to the Time of Sale and prior to the Closing Date, such Time of Sale Information includes an untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading and the Underwriter terminates its old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) (“Contracts of Sale”) and enters into new Contracts of Sale with investors in the Underwritten Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contract of Sale in an amended preliminary prospectus approved by Verizon Wireless, the Depositor and the Underwriter that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

The Underwritten Notes will be offered pursuant to the prospectus dated July 25, 2025 (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”) relating to the Underwritten Notes.

SECTION 2.     Representations and Warranties.   As a condition of the obligations of the Underwriter to purchase the principal amount of the Underwritten Notes set forth opposite the name of the Underwriter on Schedule I, Verizon Wireless makes the representations and warranties set forth below to the Underwriter on and as of the date hereof.

(i)    A shelf registration statement on Form SF‑3 (Registration No. 333-278415), including a form of prospectus, relating to the Notes has been filed with the Securities and Exchange Commission (the “Commission”) on April 1, 2024, as amended by Pre-Effective Amendment No. 1 on May 9, 2024, Pre-Effective Amendment No. 2 on May 20, 2024, Post-Effective Amendment No. 1 on April 4, 2025 and Post-Effective Amendment No. 2 on May 7, 2025, has been declared effective under the Securities Act, and is not proposed to be amended.

     For purposes of this Agreement, “Effective Time” with respect to the registration statement means, the date and time as of which such registration statement, or the most recent post‑effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or became effective upon filing pursuant to Rule 462(c).  “Effective Date” with respect to the registration statement means the date of the Effective Time thereof.

     The registration statement, as amended at its Effective Time, including all information incorporated by reference and deemed to be a part of such registration statement as of the Effective Time of such registration statement (if any) pursuant to Rule 430D under the Securities Act (“Rule 430D”), is hereinafter referred to as the “Registration Statement”.  Prior to the Time of Sale, the Depositor had prepared the Time of Sale Information.

     Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 10 of Form SF‑3, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Preliminary Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to documents and schedules and other information which is “contained,” “included,” “stated,” “described” or “referred to” in the Registration Statement, Preliminary Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such documents and schedules and other information, which is or is deemed to be incorporated by reference in the Registration Statement, Preliminary Prospectus or the Prospectus, as the case may be.

(ii)    (A) On the Effective Date of the Registration Statement, the Registration Statement complied and (B) on the date of this Agreement, the Registration Statement complies in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), and at such times did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading; provided, however, that Verizon Wireless does not make any representation or warranty with respect to (A) any statements or omissions made in reliance upon and in conformity with information furnished to Verizon Wireless by or on behalf of the Underwriter specifically for use in the preparation thereof which information consists solely of the information set forth in the sixth and seventh paragraphs under the heading “Underwriting” in the Prospectus (the “Underwriter’s Information”) or (B) that part of the Registration Statement which shall constitute a Statement of Qualification under the Trust Indenture Act of 1939, as amended (the “1939 Act”) on Form T-1 (the “Form T-1”) of any Indenture Trustee.

(iii)    The Preliminary Prospectus, as of its date, and the Time of Sale Information, as of the Time of Sale, did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that Verizon Wireless does not make any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriter’s Information.

(iv)    At the time of the filing of the Prospectus pursuant to Rule 424(b), the Prospectus did conform, and as of the Closing Date, the Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations, and did not, or will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that Verizon Wireless does not make any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriter’s Information.

(v)    Since the respective dates of the Time of Sale Information there has not been any material adverse change in the business, business prospects, properties, financial condition or results of operations of Verizon Wireless and its subsidiaries, including the Depositor and the Trust, taken as a whole, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Underwriter prior to the date hereof.

(vi)    Other than the Time of Sale Information, certain Intex.cdi files relating to the Receivables, the Prospectus, the Bloomberg Screen filed with the Commission as a free writing prospectus (as defined in Rule 405 under the Securities Act) on July 25, 2025 (the “Bloomberg Screen”), the Trust (including its agents and representatives other than the Underwriter in its capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act), including any document or other material which would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that would be required to be filed with the Commission, that constitutes an offer to sell or solicitation of any offer to buy the Underwritten Notes.

(vii)    The Indenture has been duly qualified under the 1939 Act.

(viii)    Each of the Ratings Free Writing Prospectus and the Bloomberg Screen contained a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Securities Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Securities Act.

(ix)    The conditions to the use of a registration statement on Form SF-3 under the Securities Act, as set forth in the Registrant Requirements under General Instruction I.A., and the conditions of Rule 415 under the Securities Act, have been satisfied with respect to the Registration Statement. The conditions to the offering of the Underwritten Notes on Form SF-3 under the Securities Act, as set forth in the Transaction Requirements under General Instruction I.B., will be satisfied as of the Closing Date with respect to the Registration Statement.  No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or threatened by the Commission. The Depositor has paid the registration fee for the Underwritten Notes in accordance with Rule 456 of the Securities Act.

(x)    The documents incorporated by reference in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto (other than documents filed by Persons other than the Depositor), when they became or become effective under the Securities Act or were or are filed with the Commission under the Exchange Act, as the case may be, complied and will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.

(xi)    Neither the Trust nor the Depositor is required to register under the Investment Company Act of 1940, as amended (the “Investment Company Act”).  The Trust will rely on an exclusion or exemption from the definition of “investment company”

under the Investment Company Act contained in Section 3(c)(5) under the Investment Company Act, although additional exclusions or exemptions may also be available to the Trust.  The Trust is structured so as not to constitute a “covered fund” under Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.

(xii)    None of the Trust, the Depositor or Verizon Wireless has received an order from the Commission, any state securities commission or any foreign government or agency thereof preventing or suspending the offering of the Underwritten Notes, and to the best knowledge of Verizon Wireless, no such order has been issued and no proceedings for that purpose have been instituted.

(xiii)    Other than as contemplated by this Agreement or as disclosed in the Preliminary Prospectus and in the Prospectus, there is no broker, finder or other party that is entitled to receive from the Depositor or any of its Affiliates, any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement.

(xiv)    The issuance of the Notes was duly authorized by all necessary trust action of the Trust, the sale of the Underwritten Notes has been duly authorized by all necessary action of the Depositor, and the Notes have been executed, authenticated and delivered in accordance with the terms of the Indenture, and when paid for by the Underwriter in accordance with the terms of this Agreement, the Underwritten Notes will be valid and binding obligations of the Trust, enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general principles of equity.

(xv)    Each of the Depositor and Verizon Wireless has been duly formed and is validly existing as a limited liability company or general partnership, as applicable, in good standing under the law of its jurisdiction of formation with full limited liability company or general partnership power, as the case may be, and authority to own, lease and operate its properties and assets and conduct its business as described in the Preliminary Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be in good standing would not have a material adverse effect on the ability of Verizon Wireless to perform its obligations under this Agreement and the ability of the Depositor or Verizon Wireless to perform its respective obligations under the Transaction Documents or on the consummation of the transactions as contemplated by the Transaction Documents (a “Material Adverse Effect”), and has full limited liability company or general partnership power, as the case may be, and authority to execute and perform its obligations under this Agreement and the Transaction Documents to which it is a party, as applicable.

(xvi)    The execution and delivery of this Agreement and the Transaction Documents to which the Depositor or Verizon Wireless, as applicable, is a party (i) have been duly authorized by all necessary limited liability company or general partnership

action of the Depositor or Verizon Wireless, as applicable, (ii) have been (with respect to this Agreement) and have been or will be (with respect to the Transaction Documents) duly executed and delivered by the Depositor and Verizon Wireless, as applicable, and (iii) assuming due authorization, execution and delivery by the other parties thereto, will be legal, valid and binding agreements of the Depositor and Verizon Wireless, as applicable, enforceable against the Depositor or Verizon Wireless in accordance with their respective terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general principles of equity.

(xvii)    The execution, delivery and performance by Verizon Wireless of this Agreement and each of the Depositor and Verizon Wireless of each of the Transaction Documents to which it is a party, the issuance of the Notes and sale of the Underwritten Notes pursuant to this Agreement (subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws to various jurisdictions), and the consummation of the other transactions herein contemplated did not or do not, as applicable:

except where any failure to obtain consent or make any filing or any such conflict, breach, default, violation, contravention or creation would not have a Material Adverse Effect.

(xviii)    Neither the Depositor nor Verizon Wireless is in violation of any term or provision of its governing documents, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other Governmental Authority or any arbitrator applicable to the Depositor or Verizon Wireless, the consequence of which violation, breach or default would have a Material Adverse Effect.

(xix)    Each of the Depositor and Verizon Wireless possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, the absence of

which would have a Material Adverse Effect, and none of the Depositor or Verizon Wireless has received any notice of proceedings relating to the revocation or suspension of any such license, certificate, authorization or permit which, singly or in the aggregate, would be reasonably expected to have a Material Adverse Effect.

(xx)    No legal or governmental proceedings are pending (or, to the knowledge of Verizon Wireless, threatened) against the Depositor or Verizon Wireless except for such proceedings that would not be reasonably expected to, singly or in the aggregate, have a Material Adverse Effect.

(xxi)    No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any material indenture, mortgage, deed of trust, lease or other material agreement or instrument to which the Depositor or Verizon Wireless is a party or by which the Depositor or Verizon Wireless or any of its respective properties is bound, the consequence of which default would have a Material Adverse Effect.

(xxii)    The Transaction Documents, the Notes and the Certificates conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and in the Prospectus.

(xxiii)    Each of the Trust’s, the Depositor’s and Verizon Wireless’ representations and warranties in the Transaction Documents are true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case such representation or warranty is true and correct in all respects) as of the date they are given therein and will be true and correct in all material respects on the Closing Date, and such representations and warranties are incorporated herein by reference.

(xxiv)    None of the Depositor, Verizon Wireless or any of their Affiliates has entered into, nor will it enter into, any contractual arrangement with respect to the distribution of the Underwritten Notes except for this Agreement.

(xxv)    The Notes have been duly and validly executed by the Indenture Trustee, authenticated and delivered in accordance with the Indenture, and with respect to the Underwritten Notes, when delivered and paid for pursuant hereto, will be validly issued and outstanding and entitled to the benefits of the Indenture.  As of the Closing Date, the Trust’s pledge of (x) Receivables to the Master Collateral Agent pursuant to the Master Collateral Agreement has vested in the Master Collateral Agent and (y) the Series 2024-6 Collateral to the Indenture Trustee pursuant to the Indenture has vested in the Indenture Trustee, in each case, for the benefit of the Noteholders, a valid security interest therein, subject to no prior lien, mortgage security interest, pledge, adverse claim, charge or other encumbrance, except as may be permitted by the Transaction Documents or any other Series Related Documents.

(xxvi)    The Certificates are validly issued and outstanding and entitled to the benefits of the Trust Agreement.

(xxvii)    Any taxes, fees and other governmental charges due on or prior to the Closing Date (including, without limitation, sales taxes) in connection with the execution, delivery and performance of this Agreement and the Transaction Documents and the issuance of the Notes have been or will have been paid at or prior to the Closing Date.

(xxviii)      None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Underwritten Notes) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.

(xxix)    The Depositor was not, on the date on which the first bona fide offer of the Underwritten Notes sold pursuant to this Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Securities Act.

(xxx)    Verizon, on behalf of the Depositor and the Trust, has executed and delivered a written representation to each Rating Agency that it will take the actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), and it has complied, and has caused the Depositor and the Trust, to comply, with each such representation; provided, that no failure to comply with any such representation shall constitute a breach of this clause (xxx) if (x) it would not have a material adverse effect on the Underwritten Notes or (y) arises from a breach by the Underwriter of Section 4(a)(ix) hereof.  Verizon Wireless is the party responsible for compliance with Rule 17g-5 in connection with the issuance and monitoring of the credit ratings of the Underwritten Notes.

(xxxi)    None of the Trust, the Depositor or Verizon Wireless has engaged any third-party to provide “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Underwritten Notes.  The Trust or Verizon Wireless has complied with Rule 15Ga-2 under the Exchange Act with respect to any “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act) obtained, other than any breach arising from a breach by the Underwriter of the representation, warranty and covenant set forth in Section 4(a)(xi) hereof.

(xxxii)    Verizon Wireless has complied as of the date hereof and will comply as of the Closing Date, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. as in effect on the applicable date (the “Credit Risk Retention Rules”) in the manner described in the Preliminary Prospectus under the heading “U.S. Credit Risk Retention.”  Verizon DPPA True-up Trust, as a majority-owned affiliate of Verizon Wireless, will retain the required economic interest in the credit risk of the Receivables in satisfaction of the Sponsor’s obligations under the Credit Risk Retention Rules in the form of a qualifying “seller’s interest,” equal not less than 5% of the aggregate unpaid principal balance of all outstanding investor ABS interests in Group 1, as wholly offset by the percentage represented by the fair value of the Class R Interest, as Series EHRI, of the fair value of all outstanding ABS interests in Series 2024-6 on the Closing Date.

(xxxiii)    The Depositor has complied with Rule 193 of the Securities Act in connection with the offering of the Underwritten Notes.

SECTION 3.     Purchase, Sale and Delivery of Underwritten Notes.  (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to the Underwriter, and the Underwriter agrees, to purchase from the Depositor the principal amount of the Underwritten Notes set forth opposite the name of the Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to the product of “Price %” as specified on Schedule II hereto and the principal amount of the Underwritten Notes set forth opposite its name on Schedule I.  Delivery of and payment for the Underwritten Notes shall be made at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at or about 11:00 a.m. (New York time) on July 31, 2025 (or at such other place and time on the same or other date as shall be agreed to in writing by the Underwriter and the Depositor, the “Closing Date”).  Delivery of one or more global notes representing the Underwritten Notes have been made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor.  The global notes delivered have been registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”).  The interests of beneficial owners of the Underwritten Notes will be represented by book entries on the records of DTC and participating members thereof.  Definitive Notes representing the Underwritten Notes will be available only under limited circumstances, as described in the Prospectus.

SECTION 4.     Offering by Underwriter.  Upon the authorization by the Underwriter of the release of the Underwritten Notes, the Underwriter proposes to offer the Underwritten Notes for sale upon the terms and conditions set forth in this Agreement and the Prospectus.

(i)    other than the Preliminary Prospectus and the Prospectus, it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless the Underwriter has obtained the prior written approval of Verizon Wireless and the Depositor; provided, however, the Underwriter may prepare and convey to one or more of its potential investors without the consent of Verizon Wireless, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (a) information included in the Time of Sale Information, to the extent it has already been filed with the Commission in the Preliminary Prospectus or the Ratings Free Writing Prospectus, (b) information customarily included in confirmations of sales of securities and notices of allocations, (c) certain Intex.cdi files relating to the Receivables that do not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus previously filed with the Commission, (d) information contemplated by Rule 134 under the Securities Act, (e) the Bloomberg Screen or (f) preliminary pricing information or information regarding status of subscriptions that does not contain any Issuer Information (each such other written communication enumerated in this Section 4(a)(i), an “Underwriter Free Writing Prospectus”).  As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information.  As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by the Underwriter, including traditional computational and analytical materials prepared by the Underwriter;

(ii)    each Underwriter Free Writing Prospectus (taken as a whole, together with the Time of Sale Information and the Prospectus) prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Underwritten Notes, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Underwriter makes no such representation, warranty or agreement to the extent such untrue statements or omissions were made in reliance upon and in conformity with information contained in the Preliminary Prospectus or the Prospectus or any written information furnished to the Underwriter by Verizon Wireless or the Depositor specifically for use therein which information was not corrected by information subsequently provided by Verizon Wireless or the Depositor to the Underwriter prior to the time of use of such Underwriter Free Writing Prospectus;

(iii)    each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Securities Act;

(iv)    each Underwriter Free Writing Prospectus prepared by it shall be delivered to Verizon Wireless and the Depositor no later than the time of first use and, unless otherwise agreed to by Verizon Wireless and the Depositor and the Underwriter, such delivery shall occur no later than 5:00 p.m. (Eastern Time) on the date of first use (which shall be no earlier than the time that the Preliminary Prospectus is filed with the Commission); provided, however, if the date of first use is not a Business Day, such delivery shall occur no later than 5:00 p.m. (Eastern Time) on the first Business Day preceding such date of first use;

(v)    none of the information in each Underwriter Free Writing Prospectus will conflict with the information then contained in the Registration Statement or any prospectus that is a part thereof;

(vi)    the Underwriter will comply with all applicable legal requirements of the Securities Act and the Rules and Regulations with respect to the generation and use of Underwriter Free Writing Prospectuses in connection with the offering of the Underwritten Notes, including any applicable restrictions on broad dissemination;

SECTION 5.     Covenants of Verizon Wireless.  Verizon Wireless covenants and agrees with the Underwriter:

the Underwriter shall reasonably request including, but not limited to, pursuant to applicable state securities or “blue sky” laws of certain states of the United States of America or other U.S. jurisdictions so designated, and Verizon Wireless shall maintain, or shall cause the Depositor to maintain, such qualifications in effect for so long as may be necessary in order to complete the placement of the Underwritten Notes; provided, however, that neither Verizon Wireless nor the Depositor shall be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.  Verizon Wireless will promptly advise, or will cause the Depositor to promptly advise, the Underwriter of the receipt by Verizon Wireless or the Depositor, as applicable, of any notification with respect to the suspension of the qualification of the Underwritten Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

from time to time, any other information concerning Verizon Wireless, the Depositor or the Trust as the Underwriter may reasonably request only insofar as such information reasonably relates to the Prospectus or the transactions contemplated by the Transaction Documents; provided, however, that neither Verizon Wireless nor the Depositor shall be obligated to provide copies of any of the foregoing items specified in this clause (j) if they are filed with the Commission on ▇▇▇▇▇ or otherwise available through a Commission website.

SECTION 6.     Payment of Expenses.  Verizon Wireless will pay all expenses incident to the performance of its obligations and the obligations of the Depositor and the Trust with respect to the transactions contemplated by this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8 hereof, including: (a) the preparation of the Registration Statement as originally filed, and the preparation and printing of the Preliminary Prospectus and the Prospectus and each amendment or supplement thereto and delivery of copies thereof to the Underwriter, (b) the preparation of this Agreement, (c) the preparation, issuance and delivery of the Underwritten Notes to the Underwriter (or any appointed clearing organizations), (d) the fees and disbursements of Verizon Wireless’, the

Depositor’s and the Trust’s accountants, (e) the qualification of the Underwritten Notes under state securities laws including filing fees and the reasonable fees and disbursements of counsel to the Underwriter in connection therewith and in connection with the preparation of any “blue sky” survey (including the printing and delivery thereof to the Underwriter), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Underwritten Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of the Indenture Trustee and its counsel, if any, (i) the fees and disbursements of the Owner Trustee and its counsel, if any, (j) the fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Delaware counsel to the Trust, (k) the fees and expenses of Verizon Wireless’ and the Depositor’s counsel, (l) the fees and disbursements of the Asset Representations Reviewer and its counsel, if any and (m) the reasonable fees and disbursements of counsel to the Underwriter. To the extent that the transactions contemplated by this Agreement are consummated, Verizon Wireless shall only pay the fees and expenses described in clauses (a) through (m); provided that Verizon Wireless shall only be responsible for the reimbursement of expenses of the Underwriter set forth in clauses (a) through (m) to the extent that such expenses are incurred in accordance with Verizon’s expense reimbursement policies, a copy of which was previously delivered to the Underwriter.  Other than as specifically set forth in this Section 6, none of Verizon Wireless, the Depositor or the Trust is responsible for any out-of-pocket expenses of the Underwriter in connection with the offering of the Underwritten Notes.  Notwithstanding the foregoing, if for any reason the purchase of the Underwritten Notes by the Underwriter is not consummated (other than (i) as a result of the Underwriter’s breach under Section 4 of this Agreement or (ii) pursuant to Section 8 hereof), Verizon Wireless will reimburse the Underwriter for all reasonable out-of-pocket expenses incurred by it in connection with the offering of the Underwritten Notes; provided that such expenses are incurred in accordance with Verizon’s expense reimbursement policies, a copy of which was previously delivered to the Underwriter.

SECTION 7.     Conditions of the Obligations of the Underwriter.  The obligation of the Underwriter to purchase and pay for the Underwritten Notes will be subject to the accuracy of the representations and warranties made herein, to the performance by Verizon Wireless of its obligations hereunder, and to the following additional conditions precedent:

stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of Verizon Wireless or the Underwriter, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law.

of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter.

Notes as described in the Prospectus or the Preliminary Prospectus under the heading “Certain U.S. Federal Income Tax Consequences.”

Verizon Wireless will provide or cause to be provided to the Underwriter conformed copies of such opinions, certificates, letters and documents as the Underwriter or counsel to the Underwriter reasonably request.

SECTION 8.     Termination.  This Agreement shall be subject to termination in the sole discretion of the Underwriter by notice to Verizon Wireless and the Depositor given on or prior to the Closing Date in the event that on or prior to the Closing Date, (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited or minimum prices shall have been established by or on, as the case may be, the Commission or the New York Stock Exchange; (b) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities; (c) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream systems in Europe; (d) there shall have occurred (i) an outbreak or material escalation of hostilities between the United States and any foreign power, (ii) an outbreak or material escalation of any other insurrection or armed conflict involving the United States, (iii) the declaration of a national emergency by the United States, or (iv) any other calamity or crisis; or (e) any change in or affecting the Receivables or particularly the business or properties of the Trust, the Depositor or Verizon Wireless shall have occurred which, in the judgment of the Underwriter, materially impairs the investment quality of the Underwritten Notes and, in the sole judgment of the Underwriter, the effect of any such circumstance described above makes it impractical or inadvisable to proceed with the offering or the delivery of the Underwritten Notes as contemplated by the Prospectus, as amended as of the date hereof.  Termination of this Agreement pursuant to this Section 8 shall be without liability of any party to any other party except for the liability of Verizon Wireless in relation to expenses as provided in Section 6 hereof, the indemnity provided in Section 9 hereof and any liability arising before or in relation to such termination.

SECTION 9.     Indemnification and Contribution.

(i)    any untrue statement or alleged untrue statement of any material fact contained in the Intex.cdi files relating to the Receivables, the Bloomberg Screen, the Registration Statement, the Time of Sale Information or the Prospectus or any amendment or supplement thereto (taken as a whole, together with the Time of Sale Information and the Prospectus), or

(ii)    with respect to the Registration Statement, the Time of Sale Information or the Prospectus or any amendment or supplement thereto (taken as a whole, together with the Time of Sale Information and the Prospectus), the omission or alleged omission to state

a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading,

and shall reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by it in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that Verizon Wireless will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Time of Sale Information or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with the Underwriter’s Information; provided, further, that Verizon Wireless shall not be liable to the Underwriter or any of the directors, officers, employees and agents and Affiliates of the Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect to any loss, claim, damage or liability that results from the fact that the Underwriter sold Underwritten Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, if delivery thereof was required, a copy of the Prospectus as then amended or supplemented, whichever is most recent, if Verizon Wireless or the Depositor has previously furnished copies thereof to the Underwriter within a reasonable time period prior to such confirmation; provided, further, that the foregoing indemnity with respect to the Time of Sale Information or the Prospectus shall not inure to the benefit of the Underwriter (or to the benefit of the person controlling the Underwriter) from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased the Underwritten Notes if such untrue statement or omission or alleged untrue statement or omission made in such Time of Sale Information or the Prospectus is eliminated or remedied in a Corrected Prospectus delivered to the Underwriter prior to the Time of Sale of such Underwritten Notes to such person and a copy of the Corrected Prospectus shall not have been furnished to such person at or prior to such Time of Sale.  The indemnity provided for in this Section 9 shall be in addition to any liability which Verizon Wireless may otherwise have.

Underwriter’s Information and (ii) with respect to any Underwriter Free Writing Prospectus, only to the extent that any such loss, claim, damage or liability arises out of or is based upon any statement in or omission from each Underwriter Free Writing Prospectus other than any statements in or omission from such Underwriter Free Writing Prospectus in reliance upon and in conformity with (A) any written information furnished to the Underwriter by Verizon Wireless expressly for use therein, (B) information accurately extracted from the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by Verizon Wireless to the Underwriter prior to the time of use of such Underwriter Free Writing Prospectus or (C) Issuer Information (except for information regarding the status of the subscriptions for the Underwritten Notes).  The Underwriter shall reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by it in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or any action in respect thereof.  The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

the employment of counsel for the indemnified party at the expense of the indemnifying party, (iii) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (iv) the indemnifying party has elected to assume the defense of such Proceeding but has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified parties.  All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.  After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the consent of the indemnifying party.  No indemnifying party shall, without the written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each director, officer, employee, agent and Affiliate of the Underwriter shall have the same rights to contribution as the Underwriter, and each director or partner, officer, employee, agent and Affiliate of Verizon Wireless, and each person, if any, who controls Verizon Wireless within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as Verizon Wireless.

SECTION 10.      [Reserved].

SECTION 11.     Obligations Solely Contractual in Nature.  Each of the Depositor and Verizon Wireless acknowledges and agrees that the Underwriter’s responsibility to the Depositor and Verizon Wireless is solely contractual in nature, that the Underwriter has acted at arm’s length and is not an agent of the Depositor or Verizon Wireless, that the Underwriter shall owe the Depositor and Verizon Wireless only those duties and obligations set forth in this Agreement and the Underwriter or its Affiliates shall not be acting in a fiduciary or advisory capacity, or otherwise owe any fiduciary or advisory duty, to the Depositor, Verizon Wireless or any other Person in connection with the offering of the Underwritten Notes and the other transactions contemplated by this Agreement and that the Underwriter may have interests that differ from those of the Depositor or Verizon Wireless.  Each of the Depositor and Verizon Wireless waives to the fullest extent permitted by applicable law any claims it may have against the Underwriter arising from the alleged breach of a fiduciary duty in connection with the offering of the Underwritten Notes.  Each of the Depositor and Verizon Wireless further agrees that it is not relying on the Underwriter for any legal, regulatory, tax, insurance or accounting advice in any jurisdiction and that the Depositor and Verizon Wireless will consult with its own advisors as to such matters.

SECTION 12.     Notices.  Any notice or notification in any form to be given under this Agreement may be delivered in person or sent by mail or electronic transmission addressed to:

Any such notice shall take effect, in the case of mail, at the time of delivery and, in the case of electronic transmission, at the time of receipt.

SECTION 13.     [Reserved].

SECTION 14.     Miscellaneous.

SECTION 15.     Severability.  It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or

unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 16.     Waiver of Trial by Jury.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE UNDERWRITTEN NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 17.     Governing Law.

SECTION 18.     USA PATRIOT Act Notification.  Verizon Wireless acknowledges that the Underwriter is required by U.S. Federal law to obtain, verify and record information that identifies each person or corporation who opens an account or enters into a business relationship with a financial institution to help fight the funding of terrorism and money laundering activities.

SECTION 19.     Recognition of the U.S. Special Resolution Regimes.

exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

SECTION 20.     Electronic Signatures.  Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon the acceptance hereof by you,  this letter and such acceptance hereof shall constitute a binding agreement among the Underwriter and the Depositor and Verizon Wireless.

Very truly yours,

VERIZON ABS II LLC

        Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇

        Title:   Assistant Treasurer

CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS

        Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇

        Title:   Assistant Treasurer

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

RBC CAPITAL MARKETS, LLC,
as the Underwriter

Name:  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Title:    Managing Director

SCHEDULE I

SCHEDULE II

ANNEX A

REPRESENTATIONS AND AGREEMENTS OF THE UNDERWRITER

(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, “FSMA”)) received by it in connection with the issue or sale of any Underwritten Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; and

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Underwritten Notes in, from or otherwise involving the United Kingdom.

(i)    the expression “UK retail investor” means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of the domestic law of the United Kingdom and as amended; or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (such rules or regulations, as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the United Kingdom and as amended; or (C) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and

(ii)    the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Underwritten Notes.

(i)    the expression “EU retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (B) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of ▇▇▇▇▇ ▇▇; or (C) not a qualified investor as defined in Article 2 of the EU Prospectus Regulation; and

(ii)    the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Underwritten Notes.