0001104659-07-040154 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • May 15th, 2007 • iPCS, INC • Radiotelephone communications • New York

The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company (“Common Stock”) or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned proposes to sell its shares of Common Stock (the “Offering”) for which you will act as the representatives of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering.

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