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91
Exhibit No. Descri
p
tion
2.1(b) Agreement and Plan of Merger, dated as of Novembe
r
3, 2006, by and among MetroPCS Wireless, Inc.,
MetroPCS IV, Inc., MetroPCS III, Inc., MetroPCS II, Inc. and MetroPCS, Inc. (Filed as Exhibit 2.1(b)
to MetroPCS Communications, Inc.’s Registration Statement on Form S-1 (SEC File No. 333-139793)
filed on January 4, 2007, and incorporated by reference herein).
3.1 Third Amended and Restated Certificate of Incorporation of MetroPCS Communications, Inc. (Filed as
Exhibit 3.1 to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on
Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference
herein).
3.2(a) Third Amended and Restated Bylaws of MetroPCS Communications, Inc. (Filed as Exhibit 3.2 to
Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC
File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
3.2(b) Amendment No. 1 to Third Amended and Restated Bylaws of MetroPCS Communications (Filed as
Exhibit 3.1 to MetroPCS Communications, Inc.’s Current Report on Form 8-K filed on June 28, 2007,
and incorporated by reference herein).
3.2(c) Amendment No. 2 to the Third Amended and Restated Bylaws of MetroPCS Communications, Inc.
(Filed as Exhibit 3.1 to MetroPCS Communications, Inc.’s Current Report on Form 8-K filed on
November 13, 2008, and incorporated by reference herein).
3.3 MetroPCS Communications, Inc. Revised Code of Ethics. (Filed as Exhibit 14.1 to MetroPCS
Communications, Inc.’s Current Report on Form 8-K, filed on February 08, 2008, and incorporated by
reference herein).
4.1 Form of Certificate of MetroPCS Communications, Inc. Common Stock. (Filed as Exhibit 4.1 to
Amendment No. 4 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC
File No. 333-139793) filed on April 3, 2007, and incorporated by reference herein).
4.2 Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and
American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of
Designation of Series A Junior Participating Preferred Stock of MetroPCS Communications, Inc. as
Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (Filed as
Exhibit 4.1 to MetroPCS Communications, Inc.’s Current Report on Form 8-K filed on March 30, 2007,
and incorporated by reference herein).
10.1 Amended and Restated MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan
(Filed as Exhibit 10.1(a) to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration
Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by
reference herein).
10.2(a) Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(d) to
MetroPCS Communications, Inc.’s Registration Statement on Form S-1 (SEC File No. 333-139793)
filed on January 4, 2007, and incorporated by reference herein).
10.2(b) First Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
(Filed as Exhibit 10.1(e) to MetroPCS Communications, Inc.’s Registration Statement on Form S-1
(SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
10.2(c) Second Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
(Filed as Exhibit 10.1(f) to MetroPCS Communications, Inc.’s Registration Statement on Form S-1
(SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
10.3 Registration Rights Agreement, effective as of April 24, 2007, by and among MetroPCS
Communications, Inc. and the stockholders listed therein. (Filed as Exhibit 10.2 to MetroPCS
Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on
April 11, 2007, and incorporated by reference herein).
10.4 Form of Officer and Director Indemnification Agreement (Filed as Exhibit 10.4 to Amendment No. 2 to
MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793)
filed on February 27, 2007, and incorporated by reference herein).
10.5(a)† General Purchase Agreement, effective as of June 6, 2005, by and between MetroPCS Wireless, Inc.
and Lucent Technologies Inc. (Filed as Exhibit 10.5(a) to Amendment No. 2 to MetroPCS
Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on
February 27, 2007, and incorporated by reference herein).
10.5(b)† Amendment No. 1 to the General Purchase Agreement, effective as of Septembe
r
30, 2005, by and
between MetroPCS Wireless, Inc. and Lucent Technologies Inc. (Filed as Exhibit 10.5(b) to
Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC
File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
10.5(c)† Amendment No. 2 to the General Purchase Agreement, effective as of Novembe
r
10, 2005, by and
between MetroPCS Wireless, Inc. and Lucent Technologies Inc. (Filed as Exhibit 10.5(c) to
Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC
File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).