REGISTRATION RIGHTS AGREEMENT, dated as of October 15, 2018 (this Agreement), by and among (i) AT&T Inc., a Delaware corporation (the AT&T), (ii) Brock Fiduciary Services LLC (the Investment Manager), as named fiduciary and investment manager, with respect to the AT&T Pension Benefit Plan (AT&T Plan), a participating plan in the SBC Master Pension Trust (Trust), acting on its own behalf and as investment manager on behalf of the Trust, (iii) the Trust, as a Holder (as defined below), and (iv) any additional or substitute Holders that become a party to this Agreement in accordance with and pursuant to Section 5.3(b) hereof.
WHEREAS, on September 9, 2013, AT&T Mobility II, LLC, an indirect wholly owned subsidiary of AT&T (AT&T Mobility), issued 320 million cumulative perpetual preferred membership interests, Series A (each a Preferred Interest and, collectively, the Preferred Interests) to AT&T pursuant and subject to the terms and conditions of that certain Second Amended and Restated Limited Liability Company Agreement of AT&T Mobility (the Second LLC Agreement);
WHEREAS, AT&T entered into the Contribution Agreement (the Contribution Agreement), effective as of September 9, 2013, by and among the Investment Manager, the Trustee, AT&T and AT&T Mobility, providing for an in-kind contribution by AT&T to the AT&T Plan of the Preferred Interests, and the LLC Agreement was amended and restated in connection therewith (the Third LLC Agreement)
WHEREAS, the Contribution Agreement and the Third LLC Agreement, as thereafter amended, are being amended and restated, effective as of the date hereof, to provide, among other things, for the transferability of the Preferred Interests (such Fourth Amended and Restated Limited Liability Company Agreement, as the same may be amended from time to time, the Fourth LLC Agreement and such Amended and Restated Contribution Agreement, as the same may be amended from time to time, the Amended Contribution Agreement, respectively);
WHEREAS, pursuant to the Fourth LLC Agreement, AT&T Mobility has the right to purchase all or any portion of the Preferred Interests from the Trust in one or more transactions as provided in Section 8(e) thereof (such right, as so provided in the Fourth LLC Agreement, the Redemption Option); and pursuant to the Fourth LLC Agreement and the Amended Contribution Agreement, the Trust has the right to require AT&T Mobility or AT&T to purchase all or a portion of the Preferred Interests, from time to time, from the Trust as provided in Section 8(e) and Section 7 thereof, respectively (such rights, as so provided in the Fourth LLC Agreement and Amended Contribution Agreement, the Put Option);
WHEREAS, pursuant to the Fourth LLC Agreement and Amended Contribution Agreement, AT&T Mobility and AT&T have the right, in their sole discretion, to pay the purchase price for any Preferred Interests purchased pursuant to the Put Option or the Redemption Option, in whole or in part, by delivering shares of Common Stock to the Trust (or any substitute Members of AT&T Mobility) as provided therein;