Fifth Amendment to Private Label PCS Services Agreement

“Fifth Amendment” means that Fifth Amendment to the Agreement dated February 15, 2013.

(a)For each Contract Year during the Term, Purchaser shall pay Sprint the minimum revenue commitments set forth in Table 1 below (as such minimum revenue commitments may be adjusted or waived as specifically set forth in this Agreement, including Schedules 1.0 and 4.0). As used herein, each amount set forth in Table 1, other than the Total Minimum Revenue Commitment, is referred to individually as a “Minimum Annual Revenue Commitment” and the total of all such Minimum Annual Revenue Commitments is the “Total Minimum Revenue Commitment.”

(b)Except as otherwise provided in Section 2.8.1(g), the following amounts paid under this Agreement during a Contract Year shall be used to determine whether Purchaser has met its Minimum Annual Revenue Commitment for such Contract Year: (i) all amounts paid during such Contract Year under Schedule 1.0 of this Agreement (including Wireless Data Device usage by End Users); and (ii) those amounts paid for usage of the Sprint Network on or after the Effective Date under that certain Intercarrier Roamer Service Agreement dated May 4, 2005, as amended, by and between Sprint (or its Affiliates) and Purchaser (or its Affiliates) (as amended, the “Roaming Agreement”); provided, however, that Purchaser may not count amounts under clause (ii) with respect to: (x) a Contract Year to the extent such amounts exceed the applicable maximum amount for such Contract Year set forth in Table 1; or (y) such amounts

exceed the aggregate maximum set forth in Table 1. The amounts described in (i) and (ii) shall constitute the “Annual Revenue Amount.”

(c)If, at the end of any Contract Year, the applicable Annual Revenue Amount during such Contract Year is less than the applicable Minimum Annual Revenue Commitment for such Contract Year, Purchaser shall pay Sprint an amount equal to such shortfall amount. Sprint shall include such shortfall amount in the invoice for the next complete billing cycle. If, at the end of any Contract Year(s), the applicable Annual Revenue Amount exceeds the applicable Minimum Annual Revenue Commitment, the amount of any such excess will be included in the Annual Revenue Amount for succeeding Contract Year(s) to the extent there is a shortfall in any such Contract Year(s).

(d)Subject to any upward adjustment pursuant to Section 14.1.2, once the aggregate Annual Revenue Amounts exceed the Total Minimum Revenue Commitment of $300,000,000, Purchaser shall have no further Minimum Annual Revenue Commitments under this Section 2.8 and all future Minimum Annual Revenue Commitment will be deemed waived. Sprint expressly acknowledges and agrees that the Total Minimum Revenue Commitment shall not exceed $350,000,000.

(e)Subject to Section 16, the provisions of this Section 2.8 shall survive any change of control, business combination, transfer of assets or any other form of transaction such that it will be binding and enforceable on any successor to, or assignee of, Purchaser unless the Agreement is terminated by a Party.

(f)If Purchaser terminates the Agreement in its entirety under Section 13.1, Purchaser shall have no further Minimum Annual Revenue Commitments under this Section 2.8 and all future Minimum Annual Revenue Commitment will be deemed relieved. The Minimum Annual Revenue Commitment for a Contract Year with fewer than 365 days shall be prorated.

(g)If there is a Change of Control Event involving Purchaser, at Purchaser's election, Purchaser may [***].

(h)If Purchaser fails to make a payment of money that is not subject to dispute under Section 6.4 and such failure continues for more than 30 days after notice from Sprint, at Sprint's election, any existing or future Minimum Annual Revenue Commitments that have not been fully exhausted under this Section 2.8.1 (but as they may have been adjusted in accordance with this Agreement) will be due and payable as of the effective date of such termination.

(i)If Sprint terminates the Agreement in its entirety under Section 13.1(iii), Purchaser will pay to Sprint (due as of the effective date of such termination) an amount equal to [***].

(j)Subject to Section 2.8.1(k), to the extent a delay past July 31, 2011 is caused by [***].

(k)If the In Service Date is delayed beyond December 31, 2011, and the delay beyond December 31, 2011 is caused by [***].

17.1    Notices and Inquiries

Except as otherwise provided, all notices and inquiries will be in writing and mailed (certified or registered mail, postage prepaid, return receipt requested), delivered by hand or overnight courier (with acknowledgment received by the courier), or sent by e-mail or facsimile (with facsimile acknowledgment) addressed as follows:

Any Party may from time to time specify a different address by notice to the other Party. Any notice is considered given as of the date delivered.