0001047469-07-000035 Sample Contracts

MetroPCS, Inc. Series D Convertible Preferred Stock and 6% Subordinated Convertible Notes due 2002
Securities Purchase Agreement • January 4th, 2007 • Metropcs Communications Inc • Radiotelephone communications • New York

This SECURITIES PURCHASE AGREEMENT, dated as of July 17, 2000 (this "Agreement"), is executed by and among MetroPCS, Inc., a Delaware corporation (the "Company"), subsidiaries listed on Schedule 2 hereto (collectively, the "Subsidiaries") and each of the PURCHASERS listed on Schedule 1 hereto (collectively, together with their successors and assigns, the "Purchasers").

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SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among MetroPCS Communications, Inc. and The Stockholders, as defined herein Dated as of August 30, 2005
Stockholders Agreement • January 4th, 2007 • Metropcs Communications Inc • Radiotelephone communications • Delaware

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is made as of the 30th day of August 2005 by and among (i) MetroPCS Communications, Inc. (the "Company"), a Delaware corporation (as the successor-in-interest to MetroPCS, Inc., a Delaware corporation ("MetroPCS")), (ii) Roger D. Linquist ("Linquist"), (iii) C. Boyden Gray ("Gray" and together with Linquist, the "Class A Stockholders"), (iv) the stockholders listed on Schedule 1 hereto (the "Standard Common Stockholders"). (v) the stockholders listed on Schedule 2 hereto (the "Series C Preferred Stockholders"), (vi) the stockholders listed on Schedule 3 hereto (the "Series D Preferred Stockholders.") and (vii) the stockholders listed on Schedule 4 hereto (the "Investors"), and together with the Class A Stockholders, Standard Common Stockholders, Series C Preferred Stockholders, and Series D Preferred Stockholders, the "Stockholders").

STOCK PURCHASE AGREEMENT By and among MetroPCS Communications, Inc. and The Investors named herein Dated as of August 30, 2005
Stock Purchase Agreement • January 4th, 2007 • Metropcs Communications Inc • Radiotelephone communications • New York

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of August 30, 2005, by and among MetroPCS Communications, Inc., a Delaware corporation (the "Company"), and the investment partnerships and other investors named in Exhibit A attached hereto (each, an "Investor," and, collectively, the "Investors").

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