Sixth Amendment to Private Label PCS Services Agreement

CERTAIN MATERIAL (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

This Sixth Amendment (“Sixth Amendment”) is made to the Private Label PCS Services Agreement between Sprint Spectrum L.P., a Delaware limited partnership (“Sprint”) and Cricket Communications, Inc., a Delaware corporation (“Purchaser”) dated August 2, 2010 (the “Agreement”). The following modified and added terms and conditions will be part of the Agreement commencing on the first day of the first monthly billing cycle that commences at least 20 days following the execution of this Sixth Amendment by Sprint and Purchaser (“Sixth Amendment Commencement Date”). Capitalized terms not defined in this Sixth Amendment shall have the meanings ascribed to them in the Agreement.

Sprint and Purchaser agree as follows:

“Wholesale Phone Connect” means a wireless CDMA device to which a traditional landline phone can be attached in order to receive wireless voice PCS Service, as further described in the Agreement and the Private Label Operations Manual. The Wholesale Phone Connect is an alternative for a home or office landline phone. The Wholesale Phone Connect does not support Roaming.

The Wholesale Phone Connect will support traditional landline phones but is not compatible with certain security/alarm systems, IP-based or PBX office phone systems, fax machines, credit card machines, dial-up or DSL internet service, DVR or satellite TV services, medical alert services, or collect calls. The Wholesale Phone Connect includes caller ID, 3-way calling, and voicemail. End Users can either port their existing wireline number to the Wholesale Phone Connect or activate a new MDN. Wireless 911 and E911 are not the same as traditional landline telephone 911 and have inherent limitations, including automatic provision of precise location information, in-building coverage, and power outages, and Sprint is not responsible for any such limitations. A Wholesale Phone Connect must (a) be assigned to a price plan in Schedule 1.0 for voice PCS Service, and (b) must have the following SOCs attached: Voicemail SOC, Call waiting SOC, Caller ID SOC, 3-way calling SOC, and EVDO Web Access SOC. Although a Wholesale Phone Connect device will not have access to data services, an EVDO Web Access SOC is needed because a data component must be associated with the Wholesale Phone Connect device in order for it to authenticate and activate on the Sprint Network. Notwithstanding the foregoing, Wholesale Phone Connect may not operate under Purchaser’s Agreement due to Purchaser’s non-standard provisioning method described in Section 4.3.1 of Schedule 5.0 (Technical Services and Integration Statement of Work) to the Agreement.

“Device” means a Handset, Wholesale Phone Connect or a Wireless Data Device.

If to Purchaser:

Cricket Communications, Inc.

Attn: Robert Irving, General Counsel

5887 Copley Dr

San Diego, CA 92111

(f) (858) 587-2648

E-mail: ***@***

With a copy to:

Jeremiah Wolsk

Latham & Watkins, LLP

555 11th Street, NW, Suite 1000

Washington, DC 20004

E-mail: ***@***

If to Sprint:

Sprint Spectrum L.P. (d/b/a Sprint)

6360 Sprint Parkway

Overland Park, KS 66251

Attention: Vice President, Global Wholesale Sales

E-mail: ***@***

With a copy to:

Sprint Spectrum L.P. (d/b/a Sprint)

6450 Sprint Parkway

Overland Park, KS 66251

Attention: V.P., Law, Sales and Distribution (MVNO Support)

E-mail: ***@***

IN WITNESS HEREOF, the parties have executed this Sixth Amendment as of the dates indicated below.

Itemized below are the charges for the PCS Service.

The rates and charges under this Agreement are exclusively those set forth in Schedule 1.0 and such other rates, charges, costs and fees expressly set forth or otherwise referenced in this Agreement, including charges for Customized Services under Section 5.8 of this Agreement. Any other rates and charges will be as mutually agreed by the Parties pursuant to a written amendment to this Agreement; provided, however, that Sprint acknowledges and agrees that there are a number of its obligations for which there is not a separate charge or rate specified in this Agreement and that nothing in this Schedule 1.0 shall limit Sprint’s responsibility to perform its obligations in accordance with this Agreement.

There shall be no adjustments to the charges or rates under this Agreement or additional amounts payable under this Agreement except as specifically set forth in this Agreement, including this Schedule 1.0.

Allocation of responsibility for taxes and certain other applicable fees and surcharges between the Parties is set forth in Section 6.5 of the Agreement.

Purchaser may assign each End User with a Handset to any Pricing Bundle (as defined in Section 2.1.1(a)) or, subject to applicable restrictions, the Suspend Plan described in Section 2.1.1(b).

For purposes of this Schedule 1.0,

“Base MRC Bundles” mean the bundle plans set forth in Table 1-2 below, as the usage in such plans may be adjusted in accordance with Section 2.1.3.

“EOP Active End User” means an End User who is assigned to a Pricing Bundle as of the end of a monthly billing cycle.

“Monthly Average Handset End Users” for a monthly billing cycle means the total number of Net End Users on the first day of the monthly billing cycle and the number of Net End Users at the end of the monthly billing cycle, divided by two (2). For this purpose, Net End Users exclude End Users who only have a Wireless Data Device.

“Pricing Bundles” means the Base MRC Bundles and any of the bundle plans established pursuant to Section 2.1.3 or 2.1.4.

For each End User assigned to any Pricing Bundle during a monthly billing cycle, Sprint will determine the applicable Monthly Average Handset End Users tier set forth in Table 1-1 for such billing cycle based on the number of Monthly Average Handset End Users assigned to any and all Pricing Bundles or the Suspend Plan, which is calculated as of the last day of the immediately preceding calendar month.

The Monthly Recurring Charges for a monthly billing cycle shall be the sum of the Pricing Bundle MRCs for such cycle. “Pricing Bundle MRC” for a Pricing Bundle is:

(i) the Monthly Recurring Charge under Table 1-1 that applies to the Pricing Bundle during such cycle (provided that for the period up to and including January 8, 2015, the Monthly Recurring Charge for each Pricing Bundle shall not exceed the price set forth in Table 1-1 for the “[***]” Monthly Average Handset End Users tier for that Pricing Bundle); multiplied by

(ii) the total number of End Users assigned to such Pricing Bundle during the monthly billing cycle;

as reduced to reflect any partial monthly billing cycle in accordance with the immediately following paragraph.

For clarification purposes, after January 8, 2015, the Monthly Recurring Charges under Table 1-1 that apply to the Pricing Bundles will be priced commensurate with Purchaser’s volume of Monthly Average Handset End Users.

 

The Monthly Recurring Charges for an End User shall be prorated for any partial monthly billing cycle during which the End User is assigned to a Pricing Bundle in accordance with the pro-rating methodology described in Attachment No. 2. For example, if an End User is assigned to a Base MRC Bundle for the first half of a monthly billing cycle, then the Monthly Recurring Charges for such End User for such monthly billing cycle of that Contract Year shall be 50% of the applicable Monthly Recurring Charge. More detailed examples of proration are set forth in Attachment No. 2.

Pursuant to Section 2.1.4 below, [***] were added in the Fourth Amendment.

Pursuant to Section 2.1.4 below, [***] are being added in the Sixth Amendment, which will be available to Purchaser on the Sixth Amendment Commencement Date; except that if the Sixth Amendment Commencement Date falls on either (y) a date during a time period during which Sprint cannot make changes to the billing system, or (z) on a Monday, weekend or holiday, [***] will be made available to Purchaser on the first date that Sprint can implement [***]in the billing system, such date to be considered the Sixth Amendment Commencement Date for [***].

Prior to November 15, 2013, the parties will have a discussion to determine the exact date on which [***] will no longer be available for Purchaser to assign any End Users to (“Removal Date”). If the parties do not agree on a Removal Date by November 15, 2013, Sprint will remove Purchaser’s ability to assign any End Users to [***] effective on December 1, 2013, such date to be considered the Removal Date. At the end of the 90-day period following the Removal Date (either December 1, 2013 or such other date agreed to by the Parties), Sprint will remove [***] from the billing system.

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

¹ Adjusted under Section 2.1.3 pursuant to May 29, 2012 notice letter.

¹ Adjusted effective May 9, 2012 under Section 2.1.3 pursuant to April 18, 2012 notice letter.

As used above, “MOU” means minutes of voice usage on the Sprint Network during a billing cycle. MOUs exclude all minutes during which the End User is Roaming (domestic and international), and any minutes of use attributable to an incomplete call.

As used above, “SMS” means an alphanumeric message of up to 160 characters that an End User sends or receives on the Sprint Network. SMSs exclude all Roaming (domestic and international).

As used above, “MB” means megabytes (i.e., 1,048,576 bytes, or 2 to the 20th power) of data usage by an End User on the Sprint Network other than in connection with sending or receiving SMSs and “KB” means Kilobytes (i.e., 1,024 bytes, or 2 to the 10th power) of data usage by an End User on the Sprint Network other than in connection with sending or receiving SMSs. MB exclude all Roaming (domestic and international). For purposes of clarity, the usage of data and charges therefor are set forth in this Schedule 1.0 in MBs, but Sprint shall measure and invoice for such usage on a per KB basis.

In addition, if in any monthly billing cycle Purchaser has MOU, SMS or MB Overage (as defined below), Sprint shall charge Purchaser an amount equal to [***]

The calculation of the overage charges for a monthly billing cycle will be made [***] for each of MOU, SMS and Data. For purposes of this Schedule 1.0, “MOU, SMS or MB Overage” with respect to a monthly billing cycle is calculated as follows:

MOU, SMS or MB Overage = [***]

A = total usage of the applicable category of usage (MOU, SMS, and MB) for [***] during the monthly billing cycle

B_x = D_x x E_x, where “x” is the number assigned to the Pricing Bundle (e.g., Pricing Bundle 1, [***])

C = the applicable overage rate set forth in Table 1-3

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D_x = the total number of EOP [***] as of the last day of the monthly billing cycle, where “x” is the number assigned to such Pricing Bundle

E_x = the level of usage set forth in Table 1-2 included in the applicable category of usage with respect to the applicable Pricing Bundle, where “x” is the number assigned to such Pricing Bundle

An example of the calculation of overage charges is set forth in Attachment 4.0. For reference, the per KB rate is $[***].

For End Users assigned to the Suspend Plan, Sprint will charge Purchaser the usage rates set forth in Table 1-4 below for minutes of use of Service. There is no Monthly Recurring Charge or Overage for End Users assigned the Suspend Plan and all usage of such End Users will be billed on a per unit basis as set forth below.

For reference, the per KB rate is $[***].

Purchaser will not knowingly assign an End User to the Suspend Plan for greater than [***] days. If Sprint provides notice to Purchaser that an End User has been assigned to the Suspend Plan for a period of greater than [***] days Purchaser will thereafter terminate the End User or assign such End User to one of the other Pricing Bundles. If Purchaser does not terminate such End User or assign such End User to another Pricing Bundle within five days of receipt of notice, Sprint may assign the End User to Pricing Bundle 1 under Section 2.1.1(a), and charge the Bundle 1 Monthly Recurring Charge set forth in Table 1-1, and such End Users will be included in the calculation of Net End Users for such plan and will otherwise be treated as an End User assigned Pricing Bundle 1. Purchaser agrees that it will not change plan assignments with the purpose of artificially extending the [***] day period.

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The charge for End Users’ use of a Wireless Data Device during a billing cycle is the product of the aggregate number of MBs of usage on the Sprint Network by such Wireless Data Devices and $[***]. For reference, the per KB rate is $[***]. There is no Monthly Recurring Charge or Overage for use of Wireless Data Devices.

Commencing with the earlier to occur of (a) the end of the [***] during the term following the Sixth Amendment Commencement Date in which there are [***], or (b) the end of [***] so long as there are [***] at such time, and, in each case, at the end of each [***] thereafter, Purchaser may request that Sprint and Purchaser review the actual average MOU, SMS and MB across all End Users with respect to any of the then-current Pricing Bundles. At the end of November 2013, if there are [***], Purchaser may also request that Sprint and Purchaser review the actual average MOU, SMS and MB across End Users assigned to [***] only. In each case, if the actual average MOUs, SMSs or MBs by Handsets assigned to End Users who have selected the same Pricing Bundle during the [***] deviates from the MOU, SMS and/or MB included in such Pricing Bundle by more than the Deadband Percentage, Purchaser may request, and Sprint shall propose within 30 days of such request, commercially reasonable adjustments to the MOU, SMS or MB levels of the applicable then-current Pricing Bundle and the Monthly Recurring Charges associated therewith. The “Deadband Percentage” for a category of usage (i.e., MOU, SMS or MB) with fewer than [***] units is [***]% and for a category of usage with [***] or more units is [***]%. If the Parties are unable to agree to such Monthly Recurring Charge within 60 days of Purchaser’s request and Purchaser still wishes to implement a change to the existing Pricing Bundle(s), Purchaser may treat the reasonableness of Sprint’s proposed adjustment as a dispute under the Agreement. Once the Parties have established a change to an existing Pricing Bundle under this paragraph, such Pricing Bundle will be effective on the first day of the monthly billing cycle immediately following such establishment.

From time to time during the Term, Purchaser may request that new Pricing Bundles be created and implemented. Within 30 days of receipt of such a request, Sprint shall propose a commercially reasonable Monthly Recurring Charge for the new Pricing Bundle. The Parties will then meet to negotiate in good faith such request and response, it being understand that if the Parties are unable to agree to the applicable Monthly Recurring Charge within 60 days after Purchaser’s request under this Section 2.1.4, and Purchaser still wishes to establish the new Pricing Bundle(s), Purchaser may treat the reasonableness of Sprint’s proposed Monthly Recurring Charge as a dispute under the Agreement Once the Parties have established a new Pricing Bundle under this paragraph, such Pricing Bundle will be effective on the first day of the monthly billing cycle immediately following such establishment.

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There shall be no charge for End Users’ utilization of the features identified in this Section 2.1.6 other than the applicable MOUs, if any.

(However, if Purchaser utilizes Telcordia to enable Purchaser to offer pre-paid services to End Users, Three Way Calling will not be available.)

In addition, Sprint shall provide the daily, weekly and monthly reports described in the Private Label Operations Manual at the frequency specified therein.

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2.2.    Automatic Roaming Charges:

Sprint shall charge for End Users’ Roaming.

Sprint shall make available to Purchaser domestic voice Roaming service for End Users (and not for other Purchaser subscribers that are homed to networks other than the Sprint Network and not for subscribers other than those provisioned to the Sprint Network under this Agreement) in accordance with this paragraph. Sprint will charge Purchaser a blended pass through rate based on Sprint’s most recent quarterly rates for domestic Roaming, plus all other applicable charges imposed by Governmental Authorities or the third party roaming service provider, such as taxes and toll charges. From and after the Effective Date, domestic voice Roaming rates will be updated quarterly based on Sprint’s most recent quarterly rates for domestic Roaming. The blended pass through rates Sprint will charge Purchaser for domestic voice Roaming service will be calculated by dividing the total domestic voice Roaming charges invoiced to Sprint by its Roaming partners during a calendar quarter by the total domestic voice Roaming MOUs for such calendar quarter. The blended pass through per minute rate for domestic voice Roaming service as of the Effective Date is $[***].

Sprint shall make available domestic data transport Roaming service described in this Section 2.2.2 to Purchaser after Purchaser’s written request, the timing of the availability of domestic data transport Roaming service to Purchaser being subject to technical, resource and logistical constraints of Sprint and its Roaming providers.  For domestic data transport Roaming MB usage, Sprint will charge Purchaser a blended pass through rate based on Sprint’s most recent quarterly rates for domestic data transport Roaming, plus all other applicable charges imposed by Governmental Authorities or the third party roaming service provider, such as taxes and toll charges.  Domestic data transport Roaming rates will be updated quarterly based on Sprint’s most recent quarterly rates for domestic data transport Roaming.  The blended pass through rates Sprint will charge Purchaser for domestic data transport Roaming MB usage will be calculated by dividing the total domestic data transport Roaming charges invoiced to Sprint by its Roaming partners during a calendar quarter by the total domestic data transport Roaming MB usage for such calendar quarter. The blended pass through per MB rate for domestic data Roaming service as of the Effective Date is $[***]. For reference, the blended pass through per KB rate for domestic data Roaming service as of the Effective Date is $[***].

Sprint shall make available voice international Roaming service to Purchaser for End Users in all countries where Sprint provides voice international Roaming. Sprint will charge Purchaser the blended pass through rates in the 4 categories listed in Table 2.2.2 below, based on Sprint’s most recent quarterly rates for voice international Roaming, plus all other applicable charges imposed by Governmental Authorities or the third party roaming service provider, such as taxes and toll charges. From and after the Effective Date, Sprint will perform a quarterly analysis of Sprint’s voice international Roaming rates with respect to each of the 4 categories listed in the table below, and if such analysis results in a different blended pass through rate for any such category, Sprint will update the rate it charges for such category accordingly. The blended pass through rates Sprint will charge Purchaser for international voice Roaming service will be calculated by dividing the total international voice

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Roaming charges invoiced to Sprint by its Roaming partners during a calendar quarter by the total international voice Roaming MOUs for such calendar quarter. The blended pass through per minute rates for international voice Roaming service as of the Effective Date is set forth in Table 1-6.

Sprint shall make available international data transport Roaming service described in this Section 2.2.4 to Purchaser after Purchaser’s written request, the timing of the availability of international data transport Roaming service to Purchaser being subject to technical, resource and logistical constraints of Sprint and its Roaming providers.  For international data transport Roaming MB usage, Sprint will charge Purchaser a blended pass through rate based on Sprint’s most recent quarterly rates for international data transport Roaming, plus all other applicable charges imposed by Governmental Authorities or the third party roaming service provider, such as taxes and toll charges.  International data transport Roaming rates will be updated quarterly based on Sprint’s most recent quarterly rates for international data transport Roaming.  The blended pass through rates Sprint will charge Purchaser for international data transport Roaming KB usage will be calculated by dividing the total international data transport Roaming charges invoiced to Sprint by its Roaming partners during a calendar quarter by the total international data transport Roaming KB usage for such calendar quarter. The blended pass through per MB rate for international data transport Roaming service as of the Effective Date is set forth in Table 1-7. For reference, the blended pass through per KB rate for international data transport Roaming service as of the Effective Date is also set forth in Table 1-7.

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Sprint’s billing system does not currently have the ability to charge different rates for domestic SMS Roaming. For domestic SMS Roaming usage, the rates for SMS in Section 2.1.1 above will apply. In the future, if Sprint’s billing system is able to charge different rates for domestic SMS Roaming, Sprint will charge Purchaser a blended pass through rate for all Roaming SMS usage based on Sprint’s most recent quarterly rates for all Roaming SMS, plus all other applicable charges imposed by Governmental Authorities or the third party roaming service provider, such as taxes and toll charges.  All domestic Roaming SMS rates will be updated quarterly based on Sprint’s most recent quarterly rates for all domestic Roaming SMS.

For Roaming international SMS for all countries except Canada, Sprint will charge Purchaser a blended pass through rate for all Roaming International SMS usage based on Sprint’s most recent quarterly rates for all Roaming International SMS, plus all other applicable charges imposed by Governmental Authorities or the third party roaming service provider, such as taxes and toll charges.  All Roaming International SMS rates will be updated quarterly based on Sprint’s most recent quarterly rates for all Roaming International SMS. Sprint’s billing system does not currently have the ability to charge different rates for Canada SMS Roaming. For Canada SMS Roaming, the rates for SMS in Section 2.1.1 above will apply. In the future, if Sprint’s billing system is able to charge different rates for Canada SMS Roaming, Sprint will charge Purchaser a blended pass through rate as described herein.

At Purchaser’s sole discretion and election, it may block all data roaming (not on an End User by End User basis). At Purchaser’s sole discretion and election, it may block voice (international and domestic roaming) and SMS roaming by assigning the appropriate roaming list to such End Users through the provisioning process.

Manual Roaming charges are billed directly to the End User credit or calling card by the serving carrier at carrier defined rates.

Purchaser shall have the right to elect to have Sprint provide international toll services to Purchaser and charge Purchaser the international per minute base rates set forth in Attachment No. 1 to Schedule 1.0 or have Sprint route toll calls to Purchaser as set forth in Section 4.1 of Schedule 5.0.

Each MTSMS message can include up to 160 characters. Individual Devices may not be able to receive an MTSMS if the Device is: (a) turned off; (b) Roaming; or (c) traveling in a Market that does not have text messaging capabilities. Purchaser must pay for each MTSMS message regardless of whether or not it is actually delivered to a Device.

Each End User MOSMS message can include up to 160 characters. Individual Devices must have mobile originations capabilities in the Device client. Individual Devices may not be able to terminate the origination of a message if the Device is (a) not provisioned; (b) turned off; or (c) traveling in a Sprint Service

Provider Affiliate Market that does not have text messaging capabilities. Purchaser will pay for each MOSMS regardless of whether or not it is actually terminated to a Device.

As requested by Purchaser, Sprint will provide access to Sprint’s base station almanac allowing Purchaser to provide location-based services independently at the following rates: For purposes of clarity, there shall be a single monthly charge for any month based on the number of Net End Users for such month (e.g., the monthly charge under this Section 2.7 for a month in which the Net End Users is 1,500,000 would be $[***].

There shall be no charges imposed under this Section 2.7 prior to the In Service Date.

Implementation:    $[***]

Sprint agrees that this implementation charge shall only be charged to Purchaser if Purchaser fails to meet its obligation to pay the Minimum Annual Revenue Commitment for the 2011 Contract Year, as such Minimum Annual Revenue Commitment may be adjusted or deferred in accordance with this Agreement. If Purchaser pays the Minimum Annual Revenue Commitment for the 2011 Contract Year, Sprint shall waive this implementation charge and Purchaser shall have no obligation to pay it.

Airtime Rates: Standard airtime rates (per unit or MRC MOU decrement, as applicable) will apply

This service allows Purchaser’s End Users to be directly routed to Purchaser’s customer care when dialing 611.

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Sprint will charge Purchaser an “Initial Implementation Fee” of $[***], which will include the account setup services described below in this Section 2.9. The Initial Implementation Fee will be invoiced by Sprint upon completion of the account setup services.

Sprint agrees that this Initial Implementation Fee shall [***].

Sprint will perform the following account setup services:

API Implementation Fee:        $[***]

If requested by Purchaser, Sprint will implement API for Purchaser. The API implementation includes up to 6 weeks of access to the Sprint release test bed using standard test data. Unique data requests, unique test bed access, and access to the test bed beyond 6 weeks will only be available pursuant to a Work Order and subject to payment of fees determined under such Work Order. API will allow Purchaser to provision End Users through Purchaser’s billing/activation system which will interface with and update Sprint’s billing system automatically. API will be able to perform End User subscription activities that would otherwise be performed on the Sprint maintained Private Label Services web site (e.g, activations, deactivations, suspends, feature changes).

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In order to receive API, Purchaser must establish a direct connection into the Sprint data center through a dedicated circuit at Purchaser’s expense. Purchaser may utilize the same direct connection to Sprint for MAF, API and AMS. However, Purchaser is responsible for monitoring and ensuring adequate capacity on its circuit(s). API will be provided as set forth in the Agreement and the Functional Requirements Specification document provided to Purchaser by Sprint.

Sprint agrees that this implementation charge shall [***].

Billing Records Interfaces Implementation Fee:    $[***]

Message Acquisition & Formatting (“MAF”) and Application Mediation System (“AMS”) are individually referred to as a “Billing Records Interface” and jointly referred to as “Billing Records Interfaces.” Subject to Purchaser’s payment of the Billing Records Interfaces implementation fee, Sprint will implement one Billing Records Interface or both Billing Records Interfaces, as designated by Purchaser.

Sprint agrees that this implementation charge shall [***].

If requested by Purchaser, Sprint will implement MAF for Purchaser as described in Section 2.12 above. MAF will allow Purchaser to receive unrated Call Detail Records (“CDRs”) on a near real-time basis. In order to receive MAF, Purchaser must obtain a license to use CIBER formatted records from MACH at Purchaser’s sole expense. In addition, in order to receive access to the MAF data, Purchaser, at its sole expense, will need to establish a direct connection to Sprint through a dedicated circuit, complete a MAF questionnaire, and comply with the requirements set out in the Private Label Operations Manual and other applicable documentation provided by Sprint. Sprint will not provide access to MAF until all such requirements are met. Purchaser may utilize the same direct connection to Sprint for MAF, API and AMS. However, Purchaser is responsible for monitoring and ensuring adequate capacity on its circuit(s). MAF will be provided as set forth in the Agreement and the Private Label Operations Manual.

If requested by Purchaser, Sprint will implement AMS for Purchaser as described in Section 2.12 above. AMS will provide Purchaser with unrated 3G packet data transport usage billing records (“IPDRs”) and, where applicable, transactional detail records (“TDRs”), which will allow Purchaser to rate 3G Data Services on a per kilobyte basis. In order to receive access to AMS data records, Purchaser, at its sole expense, will need to establish a direct connection to Sprint through a dedicated circuit, and comply with the requirements set out in the Private Label Operations Manual and other applicable documentation provided by Sprint. Purchaser may utilize the same direct connection to Sprint for MAF, API and AMS. However, Purchaser is responsible for monitoring and ensuring adequate capacity on its circuit(s). Sprint will not provide access to AMS until all such requirements are met. AMS will be provided as set forth in the Agreement and the Private Label Operations Manual.

A2P Implementation Fee:        $[***]

If requested by Purchaser pursuant to a Work Order and subject to payment of the A2P implementation fee, Sprint will implement A2P for Purchaser.

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A2P will allow Purchaser to send SMS messages to Devices from an application service whereby A2P traffic is sent through Sprint’s short message peer to peer (“SMPP”) protocol by direct connection to Sprint’s messaging infrastructure. Sprint will invoice Purchaser for all SMS messages Purchaser sends through A2P at the rates set forth above in this Schedule 1.0. In order to send SMS messages through the SMPP, Purchaser, at its sole expense, will need to establish a direct connection to Sprint in accordance with the specifications in the “SMPP Protocol Requirements and NCRF Template” document, complete required request forms, and comply with the requirements set out in the Private Label Operations Manual and SMPP Protocol Requirements and NCRF Template provided by Sprint. Sprint will not provide access to A2P until all such requirements are met. A2P will be provided as set forth in the Agreement, the Private Label Operations Manual, and the SMPP Protocol Requirements and NCRF Template.

Sprint agrees that this implementation charge shall [***].

Sprint shall round usage and pro-rate service plan prices in accordance with Attachment No. 2 to this Schedule 1.0. If Sprint modifies its rounding or pro-rating methodology in the future, it will provide Purchaser with commercially reasonable notice of such changes and to the extent such changes result in material adverse financial impacts on Purchaser, Sprint will make such adjustments (whether through credits, refunds or adjustments to charges) as are necessary to negate such adverse financial impacts

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