The Plan is subject to the Administrative Guidelines attached hereto as Exhibit A. There are no oral or written agreements or understandings between U.S. Cellular and the participants affecting or relating to this Plan not referenced herein. If the participant fails to adhere to the ethical and legal standards as referenced by U.S. Cellular policy, U.S. Cellular shall have the right to revoke this Plan, reduce or eliminate compensation as it applies to the violator, or any other remedy as provided by corporate policy or law.

District Vice Presidents will communicate this Plan to all employees who come under its provisions. As soon as the Plan has been read to or by an employee, the employee will sign a statement acknowledging that he/she fully understands the Management Incentive Plan and agrees to its provisions. Such statements will be signed on G. I. 16.3 [Attachment A] and will be retained in the District Vice President's files for review by Internal Auditors.

Communication of Safety Concerns. Executive understands and acknowledges that nothing in this Agreement prohibits, penalizes, or otherwise discourages him/her from reporting, providing testimony regarding, or otherwise communicating any nuclear safety concern, workplace safety concern, or public safety concern to the U.S. Nuclear Regulatory Commission (NRC) or the U.S. Department of Labor (DOL). Executive further understands and acknowledges that the provisions of this Agreement are not intended to restrict his communication with, or full cooperation in, proceedings or investigations by any agency relating to nuclear regulatory or safety issues. Executive understands that nothing in the Agreement waives his right to file a claim with the DOL pursuant to Section 211 of the Energy Reorganization Act, but Executive expressly waives his/her right to recover any and all damages or other equitable relief, including, but not limited to reinstatement, back pay, front pay, compensatory damages, attorney fees or costs, that may be awarded to the Employee by the DOL as a result of such a claim.

Communication of Safety Concerns. Employee understands and acknowledges that nothing in this Agreement prohibits, penalizes, or otherwise discourages him/her from reporting, providing testimony regarding, or otherwise communicating any nuclear safety concern, workplace safety concern, or public safety concern to the U.S. Nuclear Regulatory Commission (NRC) or the U.S. Department of Labor (DOL). Employee further understands and acknowledges that the provisions of this Agreement are not intended to restrict his communication with, or full cooperation in, proceedings or investigations by any agency relating to nuclear regulatory or safety issues. Employee understands that nothing in the Agreement waives his/her right to file a claim with the DOL pursuant to Section 211 of the Energy Reorganization Act, but the Employee expressly waives his/her right to recover any and all damages or other equitable relief, including, but not limited to reinstatement, back pay, front pay, compensatory damages, attorney fees or costs, that may be awarded to the Employee by the DOL as a result of such a claim.

Communication of Confidential Information. The Consultant agrees to communicate to the Company all Confidential Information obtained in the course of performing the Consulting Services.

if to the Administrative Agent, Citibank, N.A., 1615 Brett Road, New Castle, Delaware 19720, Attention: Bank Loan Syndications, Telecopy Number: ​, Email: ​, with a copy to Citibank, N.A., One Sansome Street, San Francisco, California 94104, Email: ​; provided that if any notice or other communication relates to Multicurrency Swingline Loans, then an additional copy shall be delivered, mailed or sent by telecopy to Citigroup Centre, 25 Canada Square, 5th Floor, Canary Wharf, London [[Unknown Identifier]] 5LB, Attention: EMEA Loans Agency, Fax No. ​0; and

Operation of wireless network coverage project in Beijing Area;

“Cellular Analysis Technology” means cell flow cytometry assays, cell microscopy assays and cell-on-microplate assays that utilize nucleic acid hybridization probes. For the avoidance of doubt, Cellular Analysis Technology does not involve sequencing of nucleic acids.

The Company has filed a registration statement (including a prospectus) on Form S-3 (File No. ​) and a preliminary prospectus supplement dated December 4, 2019, with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and the other documents incorporated by reference therein that the Company has filed with the SEC for more complete information about the Company and this offering. Investors may obtain these documents without charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you may request these documents by contacting B. Riley FBR, Inc.by telephone at 1-​ or by email at ​, contacting D.A. Davidson & Co. by telephone at 1-​ or by email at ​ or contacting Janney Montgomery Scott LLC by telephone at ​ or by email at ​.

Business-Related Expenses. All reasonable business travel, entertainment, meals, lodging, and other directly related business expenses for which the Employee submits receipts and a detailed summary on approved expense report forms shall be reimbursed by the Company. If the Company provides the Employee with one or more Company credit cards, the Employee agrees to charge only those expenses that are directly related to the Company’s business activities and for which the Employee would otherwise be reimbursed. The Employee agrees to provide the Company with a timely and complete reporting of all expenses charged to the Company credit card, along with copies of all credit card charge receipts. Further, the Employee will be eligible for an appropriate allowance for cellular phone service, internet access, computer and other similar costs directly related to Employee’s engagement.