0001104659-05-030954 Sample Contracts

iPCS, INC. 2004 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • July 1st, 2005 • iPCS, INC • Radiotelephone communications • Delaware

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1) and amended and restated as of June 30, 2005, by and between the Participant and iPCS, Inc. (the “Company”);

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NON-QUALIFIED OPTION AGREEMENT
Non-Qualified Option Agreement • July 1st, 2005 • iPCS, INC • Radiotelephone communications • Delaware

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1) and amended and restated as of June 30, 2005, by and between the Participant and iPCS, Inc. (the “Company”);

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • July 1st, 2005 • iPCS, INC • Radiotelephone communications • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 2005 is by and among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (herein, together with its successors in trust, the “Trustee”) and iPCS, INC. (the “Successor Company”), a Delaware corporation that will be the successor by merger of HORIZON PCS, INC. (the “Existing Issuer”), a Delaware corporation and the “Company” under the Indenture referred to below.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 1st, 2005 • iPCS, INC • Radiotelephone communications • Delaware
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