Amendment No. 4 to Amended and Restated Stockholders Agreement




 Exhibit 10.3(c) 
  
 AMENDMENT NO. 4 TO 
 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT 
  
 Dated as of May 19, 2004 
  
 Reference is hereby made to
the Amended and Restated Stockholders Agreement dated as of July 17, 2000 by and among MetroPCS, Inc., a Delaware corporation (“MetroPCS”), Roger D. Linquist (“Linquist”), C. Boyden Gray (“Gray,”
and together with Linquist, the “Class A Stockholders”), the stockholders listed on Schedule 1 thereto (the “Class B Stockholders”), the stockholders listed on Schedule 2 thereto (the “Class C
Stockholders”), the stockholders listed on Schedule 3 thereto (the “Series C Preferred Stockholders”) and the stockholders listed on Schedule 4 thereto (the “Series D Preferred Stockholders,” and together
with the Class A Stockholders, Class B Stockholders, Class C Stockholders, and Series C Preferred Stockholders, the “Stockholders”), as amended by Amendment No. 1 thereto dated as of November 13, 2000, as further amended by
Amendment No. 2 thereto dated as of January 4, 2001, as further amended by Amendment No. 3 thereto dated as of November 3, 2003 Such Amended and Restated Stockholders Agreement, as so further amended, is referenced herein as the
“Stockholders Agreement.” 
  
 This Amendment No.
4 to Amended and Restated Stockholders Agreement dated as of the date first set forth above (this “Amendment No. 4”) among MetroPCS, MetroPCS Communications and the Stockholders is entered into pursuant to Section 7.1 of the
Stockholders Agreement for the purpose of modifying and/or adding certain provisions of or to the Stockholders Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Stockholders Agreement,
including Annex A thereto. 
  
 NOW THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows: 
  
 ARTICLE 1 AMENDMENTS TO STOCKHOLDERS AGREEMENT 
  
 Section 1.1 Certain Defined Terms. 
  
 (a) The definition of the terms “Qualified Public Offering,” “Qualifying Public Offering” and “Initial Public
Equity Offering” set forth in Annex A to the Stockholders Agreement are hereby deleted in their entirety. 
  
 (b) Section 1.3 of the Stockholders Agreement is hereby amended to insert the definition of “Initial Public Equity Offering” as
follows: 
  
 “‘Initial Public Equity
Offering’ means a firm commitment underwritten initial sale to the public of common stock of the Company (or a parent corporation holding all of the issued and outstanding shares of the capital stock of the Company) by underwriter(s) of
national standing pursuant to an effective registration statement under the Securities Act (other than on Form S-8 or any other form relating to securities issuable under any benefit plan of the Company or such parent corporation).” 

 
 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – PAGE 1 








 (c) The definition of the terms “Qualified Public Offering” and
“Qualifying Public Offering” set forth in Section 1.3 of the Stockholders Agreement are hereby amended and restated in their entirety as follows: 
  
 “‘Qualified Public Offering’ or ‘Qualifying Public Offering’ means an Initial Public Equity
Offering that (i) results in aggregate gross proceeds to the issuer of at least $100,000,000, and (ii) is consummated at a price per share to the public that when multiplied by the number of shares of common stock issued upon conversion of any and
all shares of Series D Preferred Stock (such conversion having occurred at any time upon or prior to such offering), results in a product that equals or exceeds $700,000,000.” 
  
 (d) The definition of the term “Securities Purchase Agreement” set forth in Section 1.3 of the
Stockholders Agreement is hereby deleted in its entirety. 
  
 Section 1.2 Rights and Obligations of Class A Stockholders. Section 2.1 of the Stockholders Agreement is hereby amended and restated in its entirety to read as follows: 
  
 “Section 2.1 Rights and Obligations of the Class
A Stockholders. 
  
 (a) Voting
Rights. Until a Class A Voting Termination Event (as defined below) has occurred, the Class A Stockholders as a class shall have the right to vote 50.1% of the Company’s voting interests and to elect five (5) members of the Company’s
Board of Directors (who will represent five (5) of the nine (9) votes of the Company’s Board of Directors) as provided in Section 2.1(b) hereof. A “Class A Voting Termination Event” shall occur upon the earlier of (1) ten years
following the grant of a PCS license (as the term is defined from time to time by the FCC) to the Company, or (2) the occurrence of the following (i) the receipt by the Company and the Board of Directors of a legal opinion from regulatory counsel of
nationally recognized standing to the effect that the FCC requirements for eligibility as a Small Business (as such term is defined by the FCC) are no longer applicable to the Company and that the voting rights of the Class A Common Stock and the
Class C Common Stock can be modified in a manner that eliminates the special voting rights (as contemplated below) and such modification is permitted under the applicable FCC rules, regulations or policies, and (ii) the approval by the Board of
Directors and the approval by the Outside Directors of such modification of the voting rights to eliminate such special voting rights (as contemplated below). Notwithstanding any provision to the contrary herein, upon a Class A Voting Termination
Event the Company, the Board of Directors and the Stockholders shall use their reasonable best efforts to amend the provisions of the Stockholders Agreement, the Charter and the Bylaws of the Company as each relates to the special voting rights of
the Class A Stockholders and the Class C Common Stockholders in a manner to provide for (1) the Class A Stockholders and the Class C Stockholders to vote on a one vote per share basis of Common Stock (including Preferred Stock on an as converted
basis), (2) the reduction of the number of directors elected by the Class A Stockholders as a class from five to two directors, with these two directors being designated one by Linquist and a second by Gray, and (3) the elimination of the
supermajority voting rights in Article III. 
  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – PAGE 2 









 (b) Designation of Directors. The Class A Stockholders agree to vote all of their
Class A Common Stock of the Company and to take all other actions necessary to cause the election of five (5) directors to the Company’s Board of Directors in the following manner: (a) two (2) directors designated by Linquist, (b) one (1)
director designated by Gray, and (c) two (2) directors jointly designated by Linquist and Gray. The Class A Stockholders shall vote all their Class A Common Stock to elect the individuals so designated to be directors. If the Class A Stockholder or
Class A Stockholders that designated a particular director give written notice to the other Class A Stockholders of a desire to remove that director, the Class A Stockholders shall vote all their Class A Common Stock in favor of removing that
director. If for any reason any director designated by the Class A Stockholders ceases to serve as a director, the Class A Stockholder or Class A Stockholders that designated that director shall promptly designate an individual (who is financially
qualified as defined by the FCC) to fill the vacancy so created for the unexpired term and the Class A Stockholders shall vote all their shares in the Company for the individual designated to fill the vacancy. 
  
 (c) Proxy. If any Class A Stockholder fails or
refuses to vote its Class A Common Stock or to designate a director as provided in this Section 2.1, and such failure or refusal continues for more than thirty days beyond the date on which the vote is scheduled or the director vacancy occurs,
without further action by such Class A Stockholder, each other Class A Stockholder shall have an irrevocable proxy to so vote those shares in accordance with this Agreement. 
  
 (d) Appointment and Removal. Pursuant to the Charter and the By-Laws of the Company, the Class A
Common Stock Directors in exercising their majority vote of the Board shall have the authority to appoint and remove all officers and senior executives of the Company, including but not limited to the Chief Executive Officer.” 
  
 Section 1.3 Rights and Obligations of Class C Stockholders and the
Preferred Stockholders. Section 2.2 of the Stockholders Agreement is hereby amended and restated in its entirety to read as follows: 
  
 “Section 2.2 Rights and Obligations of the Class C Stockholders and the Preferred Stockholders. 
  
 (a) Preferred Stockholders. The Preferred
Stockholders shall have voting rights on an as-converted basis on all matters submitted to the Class C Stockholders. Accordingly, only for purposes of this Section 2.2, it is understood and agreed that (i) the term “Class C Common Stock”
shall include the shares of Class C Common Stock issuable upon conversion of any shares of Preferred Stock, and (ii) the term “Class C Stockholders” shall include the Preferred Stockholders, their shares of Preferred Stock being deemed
converted to Class C Common Stock. 
  
 (b)
Voting Rights. Except as otherwise specifically provided in this Agreement, the Class C Stockholders as a class shall have the right to vote 49.9% of the Company’s voting interests on all matters. The Class C Stockholders shall elect
four (4) members of the Company’s Board of Directors (each, a “Class C Common Stock Director”) 
  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – PAGE 3 









 each of whom will have one vote per member and who collectively will have four (4) of the nine (9) total
votes of the Company’s Board of Directors, all of whom shall be designated as provided in Section 2.2(c) hereof; provided that the foregoing Board voting rights of each Class C Common Stock Director shall be subject to any applicable provisions
of the Bylaws, the Charter and Delaware law, as applied with the later controlling any conflicting provisions of the earlier or this Agreement. 
  
 (c) Designation of Directors. The Class C Stockholders agree to vote all of their shares of Class C Common Stock and to take all
other actions necessary to cause the election or appointment and continuance in office of the following individuals as three (3) of the four (4) Class C Common Stock Directors: 
  
 (i) One (1) individual designated by Accel Partners (together with its Affiliates,
“Accel”); 
  
 (ii) One (1)
individual designated by MC Venture Partners (together with its Affiliates, “MC Partners”); and 
  
 (iii) One (1) individual designated by the Series D Preferred Stockholders; provided, that each of the Class C Common Stock Directors and
each of the Board Observers, who in each case is serving in such role immediately prior to such designation, shall have the right to select one name of an individual to be considered for such designation by the Series D Preferred Stockholders.

  
 For purposes of this Agreement (including without limitation
the supermajority voting rights under Section 3.1 of this Agreement), the “Outside Directors” shall mean, collectively, the directors elected or appointed pursuant to the designation by Accel and MC Partners. The director elected or
appointed pursuant to the designation by the Series D Preferred Stockholders pursuant to clause (iii) above shall not be included as an “Outside Director” for purposes of this Agreement. 
  
 Notwithstanding any provision to the contrary herein, the
right of each of Accel and MC Partners, to designate one director as an Outside Director, respectively, pursuant to this subsection (c) shall continue hereunder only so long as such Stockholder (together with its Affiliates or subsidiaries) owns
Series D Preferred Stock and Class C Common Stock that is equal to at least (i) 4% of the fully diluted equity of the Company or (ii) 50% of the total Series D Preferred Stock (or the Class C Common Stock issuable upon conversion thereof) purchased
by such Person pursuant to the Securities Purchase Agreement. 
  
 (d) Visitation Rights. Whitney Acquisition II, Corp., Battery Ventures, First Plaza Group, Clarity Partners, L.P., Technology Ventures, Primus Venture Partners, Inc., Columbia Capital Equity Partners III (QP),
L.P. and Wachovia Capital Partners 2001, in each case (including any of their respective Affiliates), shall be entitled to designate one individual to serve as an observer of all Board meetings and proceedings (each, a “Board
Observer”) and upon the appointment of such individual as a Board Observer by either a resolution of the Board or Stockholders, such individual shall be entitled to attend all 
  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – PAGE 4 









 meetings of the Board and receive all materials distributed to the Board. If the Board fails to timely
adopt a resolution that appoints each of the individuals so entitled to serve as a Board Observer, then the Class C Stockholders agree to vote all of their shares of Class C Common Stock and to take all other actions necessary to cause the
appointment of each such individual as a Board Observer. Notwithstanding any provision to the contrary herein, the foregoing right to designate an individual as a Board Observer pursuant to this subsection (d) shall continue hereunder only so long
as such Stockholder (together with its Affiliates or subsidiaries) owns Series D Preferred Stock and Class C Common Stock that is equal to at least fifty percent (50%) of the total Series D Preferred Stock (or the Class C Common Stock issuable upon
conversion thereof) purchased by such Person pursuant to the Securities Purchase Agreement. The Board of Directors shall have the right, in its discretion, to grant Board visitation rights to other Persons. 
  
 (e) Voting Agreement. Each Class C Stockholder agrees
to vote all of his, her or its shares of Class C Common Stock for the removal of any Director designated pursuant to Section 2.2(c) upon the request of the party designating such Director and for the election to the Board of Directors of the Company
of a substitute designee by such party in accordance with the provisions of Section 2.2(c). Each Class C Stockholder further agrees to vote all of his, her or its shares of Class C Common Stock in such manner as shall be necessary or appropriate to
ensure that any vacancy on the Board of Directors corresponding to any director designated pursuant to Section 2.2(c) occurring for any reason shall be filled only in accordance with the provisions of Section 2.2(c).” 
  
 Section 1.4 Amendment, Waivers and Consents Provision.
Section 7.1 of the Stockholders Agreement is hereby amended and restated in its entirely to read as follows: 
  
 “Section 7.1 Amendments, Waivers and Consents. For the purposes of this Agreement and all agreements executed
pursuant hereto, no course of dealing between or among any of the parties hereto and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. This Agreement
may not be amended or modified or any provision hereof waived without the joint written consent of the Company, a majority-in-interest of the Stockholders, and Preferred Stockholders holding not less than 66 2/3% of the shares of Class C Common Stock issued or issuable upon conversion of the Preferred Stock then held by such
Preferred Stockholders; provided, that any party may waive any provision hereof intended for its benefit by written consent; and provided, further that the observance of any term hereof relating to the rights of the holders of Series D
Preferred Stock (or any common stock issued upon conversion thereof) may be waived (either retroactively or prospectively) with (and only with) the written consent of the holders of at least 66 2/3% of the issued and outstanding shares of the Series D Preferred Stock.” 
  
 Section 1.5 Termination Provision. Section 7.9 of the Stockholders Agreement is hereby amended and restated in its
entirely to read as follows: 
  
 “Section 7.9 Termination. With the exception of Section 1.5(a), Section 1.5(b), Article II, Article VI and Article VII hereof (and the definitions of terms related to such specified provisions), the provisions of
this Agreement shall terminate and be of no further force or effect upon an Initial Public Equity Offering.” 
  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – PAGE 5 









 ARTICLE 2 MISCELLANEOUS 
  

Section 2.1 Ratification & Conflicts. The Stockholders Agreement as amended by this Amendment No. 4 is ratified and confirmed, and shall
remain in full force and effect. In the event of any conflict between the terms of the Stockholders Agreement and this Amendment No. 4, the terms and provisions of this Amendment No. 4 shall govern and control. 
  
 Section 2.2 Effectiveness. Subject to Section 7.1 of the
Stockholders Agreement, this Amendment No. 4 shall be effective as of the date first set forth above. 
  
 Section 2.3 Counterparts. This Amendment No. 4 may be executed in any number of counterparts, each of which shall be an original but all of
which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 
  
 Signature Pages Follow 
  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – PAGE 6 









 IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 to Amended and Restated Stockholders
Agreement as of the date first above written. 
  

			
	METROPCS, INC.
		
	By:	 	 /s/ Roger D. Linquist


	 	 	Roger D. Linquist
	 	 	President and Chief Executive Officer
	
	STOCKHOLDERS:
	
	Print Name of Stockholder:
	
	MICHELE ABERCROMBIE
		
	By:	 	 /s/ Michele Abercrombie


	 	 	Michele Abercrombie
	 	 	Treasury Analyst
	
	KAREN L. ALBREGTS
		
	By:	 	 /s/ Karen L. Albregts


	
	AUCHINCLOSS WADSWORTH & CO., L.P.
		
	By:	 	 /s/ Eliot Wadsworth II


	 	 	Eliot Wadsworth II
	 	 	General Partner


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	ACCEL IV L.P.
		
	By:	 	Accel IV Associates L.P.
	 	 	Its General Partner
		
	By:	 	 /s/ Tracy Sedlock


	 	 	Attorney-In-Fact
	
	ACCEL VII L.P.
		
	By:	 	Accel VII Associates L.L.C.
	 	 	Its General Partner
		
	By:	 	 /s/ Tracy Sedlock


	 	 	Attorney-In-Fact
	
	ACCEL INTERNET FUND III L.P.
		
	By:	 	Accel Internet Fund III Associates L.L.C.
	 	 	Its General Partner
		
	By:	 	 /s/ Tracy Sedlock


	 	 	Attorney-In-Fact
	
	ACCEL KEIRETSU L.P.
		
	By:	 	Accel Partners and Co., Inc.
	 	 	Its General Partner
		
	By:	 	 /s/ Tracy Sedlock


	 	 	Attorney-In-Fact
	
	ACCEL INVESTORS ’94 L.P.
		
	By:	 	 /s/ Tracy Sedlock


	 	 	Attorney-In-Fact
	
	ACCEL INVESTORS ’99 L.P.
		
	By:	 	 /s/ Tracy Sedlock


	 	 	Attorney-In-Fact


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	ACP FAMILY PARTNERSHIP L.P.
		
	By:	 	 /s/ Arthur C. Patterson


	 	 	General Partner
	
	ELIMORE C. PATTERSON PARTNERS
		
	By:	 	 /s/ Arthur C. Patterson


	 	 	Arthur C. Patterson
	 	 	General Partner
	
	PROSPER PARTNERS
		
	By:	 	 /s/[illegible]


	 	 	Attorney-In-Fact
	
	JPMORGAN CHASE BANK, AS TRUSTEE OF THE BP MASTERTRUST FOR EMPLOYEE PENSION PLANS
		
	By:	 	 /s/ Peter Owen


	 	 	Peter Owen
	 	 	Vice President
	
	BANC OF AMERICA CAPITAL INVESTORS SBIC, LP
		
	By:	 	 /s/ George E. Morgan, III


	 	 	George E. Morgan, III
	 	 	Partner
	
	BALTIMORE 8801 LTD. PARTNERSHIP
		
	By:	 	 /s/ Roger D. Linquist


	 	 	Roger D. Linquist
	
	ROBERT G. BARRETT
		
	By:	 	 /s/ R. G. Barrett


	 	 	R. G. Barrett


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	RALPH BARUCH REVOCABLE TRUST
		
	By:	 	 /s/ Ralph M. Baruch


	 	 	Ralph M. Baruch
	
	BATTERY VENTURES III, L.P.
		
	By:	 	Battery Partners III, L.P.
		
	By:	 	 /s/ Richard D. Frisbie


	 	 	Richard D. Frisbie
	 	 	General Partner
	
	ANNE H. PATTERSON TRUST U/W A. O. CHOATE
		
	By:	 	Brandywine Trust Co., Trustee
		
	By:	 	 /s/ R. E. Carlson


	 	 	R. E. Carlson
	 	 	President
	
	ANNE H. PATTERSON TRUST U/A 1/31/23
		
	By:	 	Brandywine Trust Co., Trustee
		
	By:	 	 /s/ R. E. Carlson


	 	 	R. E. Carlson
	 	 	President
	
	DAVID C. PATTERSON TRUST U/A 2/10/56
		
	By:	 	Brandywine Trust Co., Trustee
		
	By:	 	 /s/ R. E. Carlson


	 	 	R. E. Carlson
	 	 	President
	
	MICHAEL E. PATTERSON TRUST U/A 2/10/56
		
	By:	 	Brandywine Trust Co., Trustee
		
	By:	 	 /s/ R. E. Carlson


	 	 	R. E. Carlson
	 	 	President


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	ROBERT E. PATTERSON TRUST U/A 2/10/56
		
	By:	 	Brandywine Trust Co., Trustee
		
	By:	 	 /s/ R. E. Carlson


	 	 	R. E. Carlson
	 	 	President
	
	THOMAS H. C. PATTERSON TRUST U/A 2/10/56
		
	By:	 	Brandywine Trust Co., Trustee
		
	By:	 	 /s/ R. E. Carlson


	 	 	R. E. Carlson
	 	 	President
	
	CAROLINE C. DE CHAZAL TRUST U/A 2/10/56
		
	By:	 	Brandywine Trust Co., Trustee
		
	By:	 	 /s/ R. E. Carlson


	 	 	R. E. Carlson
	 	 	President
	
	JANE C. BECK TRUST U/A 2/10/56
		
	By:	 	Brandywine Trust Co., Trustee
		
	By:	 	 /s/ R. E. Carlson


	 	 	R. E. Carlson
	 	 	President
	
	BRANDYTRUST PRIVATE EQUITY PARTNERS LP
		
	By:	 	 Brandywine Managers, LLC
 General
Partner

		
	By:	 	 /s/ R. E. Carlson


	 	 	R. E. Carlson
	 	 	Secretary & Treasurer
	
	BUD L PARTNERS, LTD.
		
	By:	 	 /s/ Malcolm M. Lorang


	 	 	Malcolm M. Lorang
	 	 	General Partner


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	J. BRAXTON CARTER, II
		
	By:	 	 /s/ J. Braxton Carter, II


	 	 	J. Braxton Carter, II
	
	CLARITY PARTNERS, L.P.
		
	By:	 	 /s/ Barry Porter


	 	 	Barry Porter
	 	 	Managing General Partner
	
	 COLUMBIA CAPITAL EQUITY PARTNERS III (QP), LP

		
	By:	 	 /s/ Donald A. Doering


	 	 	Donald A. Doering
	 	 	Chief Financial Officer
	
	 COLUMBIA CAPITAL EQUITY PARTNERS III (Cayman), LP

		
	By:	 	 /s/ Donald A. Doering


	 	 	Donald A. Doering
	 	 	Chief Financial Officer
	
	 COLUMBIA CAPITAL EQUITY PARTNERS III (AI), LP

		
	By:	 	 /s/ Donald A. Doering


	 	 	Donald A. Doering
	 	 	Chief Financial Officer
	
	COLUMBIA CAPITAL INVESTORS III, LLC
		
	By:	 	 /s/ Donald A. Doering


	 	 	Donald A. Doering
	 	 	Chief Financial Officer


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	AMANDA J. L. DOBBS
		
	By:	 	 /s/ Amanda J. L. Dobbs


	 	 	Amanda J. L. Dobbs
	 	 	Stockholder
	
	RUSSELL C. FILBEY
		
	By:	 	 /s/ Russell C. Filbey


	 	 	Russell C. Filbey
	 	 	Stockholder
	
	 HELEN MARTIN SPALDING 1997 IRREVOCABLE TRUST

		
	By:	 	 /s/ Peter M. Folger


	 	 	Peter M. Folger
	 	 	Trustee
	
	CLAYLAND BOYDEN GRAY
		
	By:	 	 /s/ C. Boyden Gray


	 	 	C. Boyden Gray
	
	GEORGE A. HAMBRECHT
		
	By:	 	 /s/ George A. Hambrecht


	 	 	George A. Hambrecht
	
	THE HAMILTON COMPANIES LLC
		
	By:	 	 /s/ Frederic C. Hamilton


	 	 	Frederic C. Hamilton
	 	 	President & Manager
	
	ROBERT L. HARTEVELDT
		
	By:	 	 /s/ Robert L. Harteveldt


	 	 	Robert L. Harteveldt


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	PETER B. FOX
		
	By:	 	 /s/ Peter B. Fox


	 	 	Peter B. Fox
	
	RONALD M. HERSCH
		
	By:	 	 /s/ Ronald M. Hersch


	 	 	Ronald M. Hersch
	
	DRAKE & CO.
		
	By:	 	 /s/ John Cushman


	 	 	John Cushman
	 	 	VP Operations
	
	MICHAEL WALL
		
	By:	 	INVESCO Private Capital, Inc., as
	 	 	investment manager and attorney-in-fact
		
	By:	 	 /s/ Parag Saxena


	
	CHEER IDYLL PROPERTY LTD.
		
	By:	 	INVESCO Private Capital, Inc., as
	 	 	investment manager and attorney-in-fact
		
	By:	 	 /s/ Parag Saxena


	
	KME VENTURE III, L.P.
		
	By:	 	INVESCO Private Capital Inc. as
	 	 	investment manager and attorney-in-fact
		
	By:	 	 /s/ Parag Saxena


	
	TRENDLY INVESTMENTS
		
	By:	 	INVESCO Private Capital Inc. as
	 	 	investment manager and attorney-in-fact
		
	By:	 	 /s/ Parag Saxena




  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	LECKWITH PROPERTY LTD.
		
	By:	 	INVESCO Private Capital, Inc., as
	 	 	investment manager and attorney-in-fact
		
	By:	 	 /s/ Parag Saxena


	
	EVERMORE CORPORATION
		
	By:	 	INVESCO Private Capital, Inc., as
	 	 	investment manager and attorney-in-fact
		
	By:	 	 /s/ Parag Saxena


	
	LOUISE C. JENSEN
		
	By:	 	 /s/ Louise C. Jensen


	 	 	Louise C. Jensen
	
	 JPMORGAN CHASE as Trustee for
 FIRST PLAZA
CAPITAL TRUST

		
	By:	 	 /s/ Marc Pinsky


	 	 	Marc Pinsky
	 	 	Assistant Vice President
	
	DAVID KAPLAN
		
	By:	 	 /s/ David Kaplan


	 	 	David Kaplan
	
	MITCHELL D. KAPOR
		
	By:	 	 /s/ Mitchell D. Kapor


	 	 	Mitchell D. Kapor
	
	BARRY B. LEWIS
		
	By:	 	 /s/ Barry B. Lewis


	 	 	Barry B. Lewis


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	JOHN S. LEWIS
		
	By:	 	 /s/ John S. Lewis


	 	 	John S. Lewis
	
	ROGER LINQUIST
		
	By:	 	 /s/ Roger Linquist


	 	 	Roger Linquist
	
	JOHN R. LISTER
		
	By:	 	 /s/ John R. Lister


	 	 	John R. Lister
	
	MALCOLM M. LORANG
		
	By:	 	 /s/ Malcolm M. Lorang


	 	 	Malcolm M. Lorang
	
	LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION
		
	By:	 	 /s/ Kenneth L. Shaffer


	 	 	Kenneth L. Shaffer
	 	 	Chief Investment Officer
	
	ALBERT S. LOVERDE
		
	By:	 	 /s/ Albert S. Loverde


	 	 	Albert S. Loverde
	
	MICHAEL LOVERDE
		
	By:	 	 /s/ Michael Loverde


	 	 	Michael Loverde
	 	 	Director of Advertising


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	PARTICK A. LOVERDE
		
	By:	 	 /s/ Patrick A. Loverde


	 	 	Patrick A. Loverde
	
	SHARON LOVERDE
		
	By:	 	 /s/ Sharon Loverde


	 	 	Sharon Loverde
	
	JOSEPH T. McCULLEN, JR.
		
	By:	 	 /s/ Joseph T. McCullen, Jr.


	 	 	Joseph T. McCullen, Jr.
	
	M/C VENTURES INVESTORS LLC
		
	By:	 	 /s/ James F. Wade


	 	 	James F. Wade
	
	M/C VENTURES PARTNERS IV
		
	By:	 	 /s/ James F. Wade


	 	 	James F. Wade
	
	M/C VENTURES PARTNERS V
		
	By:	 	 /s/ James F. Wade


	 	 	James F. Wade
	
	RALPH MACK
		
	By:	 	 /s/ Ralph Mack


	 	 	Ralph Mack


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	METROPCS INVESTORS, LLC
		
	By:	 	 /s/ Gregg W. Ritchie


	 	 	Gregg W. Ritchie
	 	 	Chief Financial Officer
	
	MITSUI & CO. (U.S.A.), INC.
		
	By:	 	 /s/ Yasushi Okazaki


	 	 	Yasushi Okazaki
	 	 	V.P., Information Business Dept.
	
	DONALD R. MULLEN, JR.
		
	By:	 	 /s/ Donald R. Mullen, Jr.


	 	 	Donald R. Mullen, Jr.
	
	NEW YORK LIFE INSURANCE COMPANY
		
	By:	 	NYLCAP Manager LLC,
	 	 	Its Investment Manager
		
	By:	 	 /s/ James M. Barker V


	 	 	James M. Barker V
	 	 	Vice President
	
	ONE LIBERTY FUND III LP
		
	By:	 	Its GP, One Liberty Partners, III LP
		
	By:	 	 /s/ Edwin M. Kania, Jr.


	 	 	Edwin M. Kania, Jr.
	 	 	General Partner
	
	PARAGON VENTURE PARTNERS II, L.P.
	Paragon Venture Management Company II, L.P.
		
	By:	 	 /s/ John S. Lewis


	 	 	John S. Lewis
	 	 	General Partner


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	GEORGE D. PARSONS, JR.
		
	By:	 	 /s/ George D. Parsons, Jr.


	 	 	George D. Parsons, Jr.
	
	GORDON B. PATTEE
		
	By:	 	 /s/ Gordon B. Pattee


	 	 	Gordon B. Pattee
	
	PECAN VALLEY PARTNERS LTD.
		
	By:	 	 /s/ John R. Lister


	 	 	John R. Lister
	 	 	General Partner
	
	ELLEN M. POSS REVOCABLE TRUST
		
	By:	 	Atlantic Trust
		
	By:	 	 /s/ Sharon E. Cohen


	 	 	Sharon E. Cohen
	 	 	Managing Director
	
	PRIMUS EXECUTIVE FUND V LIMITED PARTNERSHIP
		
	By:	 	Primus Venture Partners V, L.L.C.
		
	By:	 	 /s/ William C. Mulligan


	 	 	William C. Mulligan
	 	 	Executive Vice President
	
	PRIMUS CAPITAL FUND V LIMITED PARTNERSHIP
		
	By:	 	Primus Venture Partners V, L.L.C.
	 	 	Its General Partner
		
	By:	 	 /s/ William C. Mulligan


	 	 	William C. Mulligan
	 	 	Executive Vice President


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	 PRIMUS CAPITAL FUND III LIMITED PARTNERSHIP

		
	By:	 	Primus Venture Partners III Limited
	 	 	Partnership,
	 	 	Its General Partner
		
	By:	 	Primus Venture Partners, Inc.,
	 	 	Its General Partner
		
	By:	 	 /s/ William C. Mulligan


	 	 	William C. Mulligan
	 	 	Executive Vice President
	
	WACHOVIA CAPITAL PARTNERS 2001, LLC
		
	By:	 	 /s/ L. Watts Hamrick III


	 	 	L. Watts Hamrick III
	 	 	Partner
	
	JAMES F. WADE
		
	By:	 	 /s/ James F. Wade


	 	 	James F. Wade
	
	JAMES MICHAEL RHOADES
		
	By:	 	 /s/ James Michael Rhoades


	 	 	James Michael Rhoades
	
	S F PARTNERSHIP
		
	By:	 	 /s/ James Shapiro


	 	 	James Shapiro
	 	 	Partner
	
	SANI HOLDINGS LTD.
		
	By:	 	 /s/ Ishwar Sani


	 	 	Ishwar Sani
	 	 	President / Director


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	STEVEN SCARI
		
	By:	 	 /s/ Steven Scari


	 	 	Steven Scari
	
	CURTIS W. SCHADE
		
	By:	 	 /s/ Curtis W. Schade


	 	 	Curtis W. Schade
	
	DAVID SCHOENTHAL
		
	By:	 	 /s/ David Schoenthal


	 	 	David Schoenthal
	
	JOHN SCULLEY AND LEE ADAMS SCULLEY
		
	By:	 	 /s/ John Sculley


	 	 	John Sculley
	
	DOUG SHARON
		
	By:	 	 /s/ Doug Sharon


	 	 	Doug Sharon
	
	THE ESTATE OF JOHN SIDGMORE
		
	By:	 	 /s/ Randi Sidgmore


	 	 	Randi Sidgmore
	 	 	for the Estate of John Sidgmore
	
	SONOMAWEST HOLDINGS, INC.
		
	By:	 	 /s/ Richard S. Mertz


	 	 	Richard S. Mertz
	 	 	Chairman of the Board


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	DENNIS G. SPICKLER
		
	By:	 	 /s/ Dennis G. Spickler


	 	 	Dennis G. Spickler
	
	SPICVEST PARTNERS, LTD.
		
	By:	 	 /s/ Dennis G. Spickler


	 	 	Dennis G. Spickler
	 	 	General Partner
	
	TECHNOLOGY VENTURES ASSOCIATES III
		
	By:	 	 /s/ Craig R. Stapleton


	 	 	Craig R. Stapleton
	
	BETSY R. TERRY
		
	By:	 	 /s/ Betsy R. Terry


	 	 	Betsy R. Terry
	
	TROWBRIDGE PARTNERS, LTD.
		
	By:	 	 /s/ Albert S. Loverde


	 	 	Albert S. Loverde
	 	 	General Partner
	
	TERRI JEAN VISSAR
		
	By:	 	 /s/ Terri Jean Visser


	 	 	Terri Jean Visser
	
	WACHOVIA CAPITAL PARTNERS 2001, LLC
		
	By:	 	 /s/ Walker Simmons


	 	 	Walker Simmons
	 	 	Partner


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE 










			
	WINSTON / THAYER PARTNERS, L.P.
		
	By:	 	 /s/ Michael D. Bluestein


	 	 	Michael D. Bluestein
	 	 	Principal
	
	JAMES M. WOLFSBERY
		
	By:	 	 /s/ James M. Wolfsbery


	 	 	James M. Wolfsbery
	
	ROBERT A. YOUNG
		
	By:	 	 /s/ Robert A. Young


	 	 	Robert A. Young
	
	WACHOVIA CAPITAL PARTNERS 2001, LLC
		
	By:	 	 /s/ L. Watts Hamrick III


	 	 	L. Watts Hamrick III
	 	 	Partner


  

 AMENDMENT NO. 4 TO AMENDED AND 
 RESTATED STOCKHOLDERS AGREEMENT – SIGNATURE PAGE