FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS FIRST
AMENDMENT (“ Amendment ”), effective March
___, 2007, to the Second Amended and Restated Stockholders
Agreement, dated August 30, 2005 (the “ Agreement
”), is made by and among MetroPCS Communications, Inc., a
Delaware corporation (the “ Company ”) and the
“ Stockholders ,” as defined in the
Agreement.
WHEREAS ,
the Company and the Stockholders entered into the Agreement as of
August 30, 2005;
WHEREAS ,
the Company’s Board of Directors (the “ Board
”) has approved and adopted the Amendment, subject to the
approval and adoption by the Stockholders in accordance with the
Agreement; and
WHEREAS,
the Stockholders desire to amend the Agreement to (i) set
forth certain participation rights of the Company’s
stockholders with respect to the Company’s initial public
offering of Common Stock (as defined in the Agreement) pursuant to
the Registration Statement on Form S-1 (File No. 333-139793)
(the “ Registration Statement ”), and
(ii) make certain changes with respect to the limitations on
sale or distribution set forth in Section 6.13 of the
Stockholders Agreement.
NOW
THEREFORE, the parties, in consideration of the foregoing and
intending to be legally bound, hereby agree to amend the Agreement
as follows:
1. All
capitalized terms used herein which are not defined herein shall
have the meanings ascribed to such terms in the
Agreement.
2. The
following is added to the end of Section 6.2 of the Agreement
as subsection (d):
(d)
Registration of Securities on Form S-1 (File
No. 333-139793) . Notwithstanding anything herein to the
contrary, in connection with the Company’s contemplated
initial public offering of Common Stock pursuant to the
Registration Statement (the “ IPO Registration
”), the following participation rights shall apply with
respect to the maximum number of shares of Common Stock held by the
Stockholders that the managing underwriters of the IPO Registration
have advised the Company that in their good faith opinion may be
included in the initial sale to the underwriters pursuant to the
IPO Registration or that may be sold to the underwriters’
pursuant to the exercise of any overallotment option (the maximum
number of shares in such initial sale and any overallotment, each
the “ Maximum Secondary Shares ”) by the selling
stockholders (“ Selling Stockholders ”) and
persons holding options (“ Options ”) to acquire
shares of Common Stock (“ Selling Optionholders
”) without materially and adversely affecting the offering of
such shares (the “ Secondary Shares
”):
(i) The
Preferred Stockholders shall be entitled to sell up to 60% of the
Maximum Secondary Shares (“ Maximum Preferred Secondary
Shares ”). If the amount of Preferred Stock (on an as
converted basis) offered by the Preferred Stockholders who are
Selling Stockholders exceeds the Maximum Preferred Secondary
Shares, then each Preferred Stockholder who is a Selling
Stockholder will be permitted to sell its pro rata share of the
Maximum Preferred Secondary Shares based on the number of shares of
Preferred Stock (on an as converted basis) held by each such
Preferred Stockholder who is a Selling Stockholder relative to the
number of shares of Preferred Stock (on an as converted basis) held
by all Preferred Stockholders who are Selling
Stockholders;
(ii) The
Common Stockholders shall be entitled to sell up to 30% of the
Maximum Secondary Shares (“ Maximum Common Secondary
Shares ”). If the amount of Common Stock offered by the
Common Stockholders who are Selling Stockholders exceeds the
Maximum Common Secondary Shares, then each Common Stockholder who
is a Selling Stockholder will be permitted to sell its pro rata
share of the Maximum Common Secondary Shares based on the number of
shares of Common Stock held by each such Common Stockholder who is
a Selling Stockholder relative to the number of shares of Common
Stock held by all Common Stockholders who are Selling Stockholders;
and
(iii) The
Selling Optionholders shall be entitled to sell up to 10% of the
Maximum Secondary Shares (“ Maximum Option
Secondary
