AGREEMENT AND PLAN OF MERGER AMONG SPRINT NEXTEL CORPORATION, IRELAND ACQUISITION CORPORATION AND IPCS, INC. DATED AS OF OCTOBER 18, 2009Merger Agreement • October 19th, 2009 • iPCS, INC • Radiotelephone communications • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 18, 2009, by and among SPRINT NEXTEL CORPORATION, a Kansas corporation (“Parent”), IRELAND ACQUISITION CORPORATION, a Delaware corporation (“Buyer”) and wholly owned subsidiary of Parent, and IPCS, INC., a Delaware corporation (the “Company”).
CONFIDENTIAL SETTLEMENT MATERIALS — SUBJECT TO DELAWARE UNIFORM RULE OF EVIDENCE 408 — NOT TO BE USED OR DISCLOSED FOR ANY PURPOSE OTHER THAN SETTLEMENT SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • October 19th, 2009 • iPCS, INC • Radiotelephone communications • Delaware
This Settlement Agreement and Mutual Release (this “Agreement”) is entered into as of October 18, 2009, by and among Sprint Nextel Corporation (f/k/a Sprint Corporation), a Kansas corporation, WirelessCo L.P., a Delaware limited partnership, Sprint Spectrum L.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation, Sprint Communications Company, L.P., a Delaware limited partnership, Nextel Communications, Inc., a Delaware corporation, PhillieCo L.P., a Delaware limited partnership, and APC PCS LLC, a Delaware limited liability company (collectively, the “Sprint Parties”), Horizon Personal Communications, Inc., an Ohio corporation, Bright Personal Communications Services, LLC, an Ohio limited liability company, iPCS Wireless, Inc., a Delaware corporation, and iPCS, Inc., a Delaware corporation (collectively, the “iPCS Parties” and together with the Sprint Parties, the “Parties”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 19th, 2009 • iPCS, INC • Radiotelephone communications • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of October 18, 2009, is entered into among SPRINT NEXTEL CORPORATION, a corporation organized under the laws of the State of Kansas (“Sprint”), and Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Timothy M. Yager, Stebbins B. Chandor, Jr., Timothy G. Biltz and Mikal J. Thomsen (each is referred to as a “Stockholder” and collectively as the “Stockholders”), solely in their respective individual capacities as Stockholders of iPCS, Inc., a Delaware corporation (the “Company”).
