AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 27th, 2004 • Metropcs Communications Inc • Radiotelephone communications • Delaware
This Agreement and Plan of Merger (“Agreement”) is entered into on this 6th day of April, 2004, by and among MetroPCS Communications, Inc., a Delaware corporation (“Parent”), MPCS Holdco Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and MetroPCS, Inc., a Delaware corporation (“MetroPCS”).
Shares of Common Stock METROPCS COMMUNICATIONS, INC. UNDERWRITING AGREEMENT July , 2004Underwriting Agreement • July 27th, 2004 • Metropcs Communications Inc • Radiotelephone communications • New York
Prior to the Offering, MetroPCS, Inc., a Delaware corporation (“Metro”), was merged (the “Merger”) with a wholly-owned subsidiary of the Company pursuant to a merger agreement dated April 6, 2004 by and among Metro, MPCS Holdco Merger Sub, Inc. and the Company, such that after the Merger (i) Metro became a wholly-owned subsidiary of the Company, (ii) each class or series of the capital stock of Metro (the “Metro Stock”) was exchanged for the capital stock of the Company of the same class or series, and (iii) all of the outstanding options and warrants to purchase additional shares of the Metro Stock were assumed by the Company. Concurrently with the consummation of the Offering, the Company’s Series D preferred stock, $0.0001 par value per share, will be converted into the Common Stock. The transactions described in this paragraph are referred to herein as the “Reorganization.”
