SETTLEMENT AGREEMENT AND MUTUAL RELEASE

Services, LLC , C.A. No. 3746-VCP (the “ Delaware Chancery Court Sprint/Clearwire Transaction Litigation ”); and on May 12, 2008, certain of the iPCS Parties initiated a lawsuit against certain of the Sprint Parties seeking declaratory and injunctive relief, which is currently pending in the Circuit Court and is styled iPCS Wireless, Inc., Horizon Personal Communications, Inc. and Bright Personal Communications Services, LLC v. Sprint Nextel Corporation, WirelessCo L.P., Sprint Spectrum L.P., SprintCom, Inc. and Sprint Communications Company, L.P. , Case No. 08 CH 17214 (the “ Circuit Court Sprint/Clearwire Transaction Litigation ” and together with the Delaware Chancery Court Sprint/Clearwire Transaction Litigation, the “ Sprint/Clearwire Transaction Litigation ”);

Whereas , on September 10, 2009, certain of the iPCS Parties initiated a lawsuit against certain of the Sprint Parties seeking an injunction, which is currently pending in the Circuit Court and is styled iPCS Wireless, Inc., Horizon Personal Communications, Inc. and Bright Personal Communications Services, LLC v. Sprint Nextel Corporation, WirelessCo L.P., Sprint Spectrum L.P., SprintCom, Inc. and Sprint Communications Company, L.P. , Case No. 09 CH 32574 (the “ Sprint/Virgin Transaction Litigation ”); and

Whereas , on the terms and subject to the conditions contained herein, the Parties wish to compromise and settle all disputes between them, including but not limited to the claims asserted in the Sprint/Nextel Merger Litigation, the Sprint/Clearwire Transaction Litigation and the Sprint/Virgin Transaction Litigation (collectively, the “ Litigation ”).

Now, therefore , in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.                                       Agreement and Plan of Merger.   The Parties are executing and delivering this Agreement contemporaneously with the execution and delivery by iPCS, Inc. and Sprint Nextel Corporation of an Agreement and Plan of Merger (the “ Merger Agreement ”), in the form attached as Exhibit A to this Agreement.

2.                                       Effectiveness of Provisions.  This Section 2 and Sections 1, 4, 5, 6, 7, 8, 9, 10 and 11 of this Agreement shall be effective from and after the date of this Agreement (the “ Signing Date ”); provided that Sections 6(a), 6(b), 7 and 9 of this Agreement shall terminate (i) if the Merger Agreement is terminated for any reason or (ii) upon written notice by the Sprint Parties or the iPCS Parties to the other if the Offer (as defined in the Merger Agreement) has not closed by the Outside Date (as defined in the Merger Agreement) and the Party providing the notice is unable to terminate the Merger Agreement because a judgment, order, injunction, decree, stipulation or award precludes the termination of the Merger Agreement (each, a “ Termination Event ”).  Section 3 of this Agreement shall only become binding and effective at the time of the closing of the Merger (as defined in the Merger Agreement) (the “ Effectiveness Time ”).

3.                                       General Releases.

(a)                                  Sprint Release of the iPCS Parties.   As of the Effectiveness Time, except for any claims arising under or relating to a breach of this Agreement, the Merger Agreement and/or the agreements and transactions contemplated hereby and thereby, each of the Sprint Parties and their respective officers, directors, shareholders, partners, members, affiliates, subsidiaries, employees, agents, attorneys and representatives release and forever discharge the iPCS Parties and their respective officers, directors, shareholders, partners, members, affiliates, subsidiaries, employees, agents, attorneys and representatives (collectively, the “ iPCS Released Parties ”) from all liabilities, claims, attorney’s fees, damages, injuries, causes of action, and losses of any kind (including, without limitation, any claims for equitable or injunctive relief) that any of the Sprint Parties ever had, now has, has asserted, could have asserted or may assert in the future against any of the iPCS Released Parties that exist or may exist as of the Effectiveness Time, including but not limited to all claims that have been or could have been asserted in the Litigation (collectively, “ Sprint’s Claims ”).

(b)                                  iPCS Release of the Sprint Parties.   As of the Effectiveness Time, except for any claims arising under or relating to a breach of this Agreement, the Merger Agreement and/or the agreements and transactions contemplated hereby and thereby, each of the iPCS Parties and their respective officers, directors, shareholders, partners, members, affiliates, subsidiaries, employees, agents, attorneys and representatives release and forever discharge the Sprint Parties and their respective officers, directors, shareholders, partners, members, affiliates, subsidiaries, employees, agents, attorneys and representatives (collectively, the “ Sprint Released Parties ”) from all liabilities, claims, attorney’s fees, damages, injuries, causes of action, and losses of any kind (including, without limitation, any claims for equitable or injunctive relief) that any of the iPCS Parties ever had, now has, has asserted, could have asserted or may assert in the future against any of the Sprint Released Parties that exist or may exist as of the Effectiveness Time, including but not limited to all claims that have been or could have been asserted in the Litigation (collectively, “ iPCS’s Claims ”).

(c)                                   iPCS Release of iPCS Directors and Officers .  As of the Effectiveness Time, each of the iPCS Parties and each of their respective subsidiaries releases and forever discharges each of the iPCS Parties’ respective (i) officers, directors and employees (in any and all capacities relating to the iPCS Parties, including, without limitation, as shareholders and affiliates of the iPCS Parties) (collectively, the “ iPCS Released Insiders ”) from all liabilities, claims, attorney’s fees, damages, injuries, causes of action, and losses of any kind (including, without limitation, any claims for equitable or injunctive relief) that any of the iPCS Parties ever had, now has, has asserted, could have asserted or may assert in the future against any of the iPCS Released Insiders that exist or may exist as of the Effectiveness Time, including but not limited to all claims that have been or could have been asserted in or relating to the Litigation (collectively, “ iPCS’s Insider Claims ”), other than claims arising from acts or omissions that constitute (1) fraud, (2) breach of fiduciary duty (other than with respect to the Litigation and any actions or omissions taken or not taken in connection with the Litigation), (3) a violation of law, (4) an attempt to recover amounts paid to any iPCS Released Insider, the payment of which constitutes a breach by iPCS, Inc. of the Merger Agreement or (5) any willful and material violation of any written employment or other written policy of iPCS, Inc. and (ii) attorneys and

representatives (collectively, the “ iPCS Released Outsiders ”) from all liabilities, claims, attorney’s fees, damages, injuries, causes of action, and losses of any kind (including, without limitation, any claims for equitable or injunctive relief) that any of the iPCS Parties ever had, now has, has asserted, could have asserted or may assert in the future against any of the iPCS Released Outsiders that exist or may exist as of the Effectiveness Time, in each case solely with respect to or involving the Litigation and any actions or omissions taken or not taken in connection with the Litigation (together with Sprint’s Claims, iPCS’s Claims and iPCS’s Insider Claims, the “ Released Claims ”).  The Parties hereby acknowledge and agree that none of the exceptions to the releases set forth in this Section 3(c) shall create or be deemed to create a claim or cause of action against any iPCS Released Insider or any iPCS Released Outsider that would not otherwise exist under applicable law.

(d)                                  Complete Release.   Effective as of the Effectiveness Time, this Agreement constitutes the complete compromise, settlement, accord and satisfaction of all of the Released Claims.

(e)                                   Dismissal of Litigation.   As soon as practicable after the Effectiveness Time, the Parties will jointly execute, deliver and file with the Delaware Chancery Court, the Circuit Court and the Illinois Appellate Court such documents as may be necessary or desirable to effect the dismissal with prejudice of the Litigation.

(f)                                     Dissolution of Injunction.   Upon the Effectiveness Time, the Parties will submit jointly to the Circuit Court an Agreed Motion to Vacate the Court’s Order entered on January 30, 2009 (the “ Injunction Order ”) and will request that the Circuit Court issue an order vacating the Injunction Order.  Additionally, upon the Effectiveness Time, the Sprint Parties will dismiss with prejudice the Section 2-1401 Appeal.

4.                                       Expenses.   The Parties will pay their own expenses and attorney’s fees incurred in connection with the Litigation and with the negotiation and execution of this Agreement.

5.                                       Stays of Litigation.

(a)                                  Illinois Sprint/Nextel Merger Litigation .   On the Signing Date, or on the next business day thereafter if the Signing Date is not a business day, the Parties shall file with (i) the Circuit Court an Agreed Motion to Stay, in the form attached as Exhibit B to this Agreement (the “ Sprint/Nextel Motion ”), and an Agreed Order, in the form attached as Exhibit C to this Agreement (the “ Sprint/Nextel Stay ”), with respect to the Illinois Sprint/Nextel Merger Litigation and (ii) the Illinois Appellate Court an Agreed Motion to Stay, in the form attached as Exhibit D to this Agreement (the “ 2-1401 Motion ”), and an Agreed Order, in the form attached as Exhibit D to this Agreement (the “ 2-1401 Stay ”), with respect to the 2-1401 Appeal.  The Parties shall take all steps necessary as soon as practicable (i) to cause the Circuit Court to hear the Sprint/Nextel Motion and to issue the Sprint/Nextel Stay, as the same may be modified in the Circuit Court’s discretion, and (ii) to present the 2-1401 Motion to the Illinois Appellate Court and to cause the Illinois Appellate Court to issue the 2-1401 Stay, as the same may be modified in the Illinois Appellate Court’s discretion.  The Parties hereby acknowledge and agree that the Sprint/Nextel Stay shall not be deemed to impact any rights, duties or obligations under that

certain Forbearance Agreement, dated as of July 28, 2005, by and among certain affiliates of Sprint Nextel Corporation and the iPCS Parties (the “ Nextel Forbearance Agreement ”) and that the parties thereto shall continue to be bound by and comply fully with the terms and conditions thereof.  If the Sprint/Nextel Stay is vacated for any reason, the Sprint Parties shall have until 120 days after the date on which the Sprint/Nextel Stay is vacated to comply with the requirements of the Final Order and Judgment issued by the Circuit Court on January 30, 2009 in the Circuit Court Sprint/Nextel Merger Litigation.

(b)                                  Sprint/Clearwire Transaction Litigation .   On the Signing Date, or on the next business day thereafter if the Signing Date is not a business day, the Parties shall file with the Circuit Court an Agreed Motion to Stay, in the form attached as Exhibit E to this Agreement (the “ Sprint/Clearwire Motion ”), and an Agreed Order, in the form attached as Exhibit F to this Agreement (the “ Sprint/Clearwire Stay ”), with respect to the Circuit Court Sprint/Clearwire Transaction Litigation.  The Parties shall take all steps necessary to cause the Circuit Court to hear the Sprint/Clearwire Motion and to issue the Sprint/Clearwire Stay, as the same may be modified in the Circuit Court’s discretion, in each case as soon as practicable.  The Parties hereby acknowledge and agree that the Sprint/Clearwire Stay shall not stay any rights, duties or obligations under the Agreed Order and Stipulation issued by the Circuit Court on November 17, 2008 in the Circuit Court Sprint/Clearwire Transaction Litigation (the “ Sprint/Clearwire Order ”) and that the iPCS Parties and the Sprint Parties that are bound thereby shall continue to be bound by and comply fully with the terms and conditions of the Sprint/Clearwire Order.  In addition, notwithstanding anything to the contrary contained in this Agreement, if Clearwire Corporation takes any action that does not comply with the Sprint/Clearwire Order or if Clearwire Corporation provides notice to the iPCS Parties of its intention to launch a network or to promote or sell products or services in any part of the applicable iPCS Parties’ service areas, as set forth in the applicable Sprint PCS Management Agreements, as amended or supplemented (the “ Service Areas ”), pursuant to Paragraph 3 of the Sprint/Clearwire Order, the Sprint/Clearwire Stay shall be automatically vacated and the iPCS Parties shall be entitled to pursue all available remedies.

(c)                                   Sprint/Virgin Transaction Litigation .   On the Signing Date, or on the next business day thereafter if the Signing Date is not a business day, the Parties shall file with the Circuit Court an Agreed Motion to Stay, in the form attached as Exhibit G to this Agreement (the “ Sprint/Virgin Motion ”), and an Agreed Order, in the form attached as Exhibit H to this Agreement (the “ Sprint/Virgin Stay ” and together with the Sprint/Nextel Stay, the 2-1401 Stay and the Sprint/Clearwire Stay, the “ Stays of Litigation ”), with respect to the Sprint/Virgin Transaction Litigation.  The Parties shall take all steps necessary to cause the Circuit Court to hear the Sprint/Virgin Motion and to issue the Sprint/Virgin Stay, as the same may be modified in the Circuit Court’s discretion, in each case as soon as practicable.  The Sprint Parties hereby unconditionally and irrevocably covenant and agree that neither the Sprint Parties nor any affiliate of the Sprint Parties shall (i) from and after the Signing Date and through the earlier of (1) the occurrence of a Termination Event and (2) the Effectiveness Time, reduce, directly or indirectly, or shall permit to be reduced, the reseller rates under the Virgin Mobile resale arrangement applicable to the iPCS Parties and their affiliates under the applicable Sprint PCS Management Agreements, as amended or supplemented as of the Signing Date (the “ Reseller Rates ”), or (ii) claim or assert in any litigation proceeding or other action between the Sprint

Parties and the iPCS Parties or any of their respective affiliates that the iPCS Parties or any of their affiliates has waived the right to challenge the permissibility of any prior direct or indirect reductions of the Reseller Rates.

(d)                                  Continuance of Stays .   Except as set forth in Section 5(b) or as provided in the Stays of Litigation, from and after the Signing Date and through the Effectiveness Time, none of the Parties shall (i) seek to modify or vacate the Stays of Litigation or the Delaware Sprint/Clearwire Stay (as defined below) or (ii) take any other action inconsistent with the continuation of the Stays of Litigation or the Delaware Sprint/Clearwire Stay.  Notwithstanding the foregoing sentence, upon the occurrence of a Termination Event, the Stays of Litigation shall be automatically vacated and the Parties shall be entitled to seek to modify or vacate the Delaware Sprint/Clearwire Stay.  For purposes of this Agreement, “ Delaware Sprint/Clearwire Stay ” shall mean the Order issued by the Delaware Chancery Court on October 8, 2008 with respect to the Delaware Chancery Court Sprint/Clearwire Transaction Litigation.

(e)                                   Compliance With Stays.  The Parties hereby acknowledge and agree that the obligations imposed by each of the Stays of Litigation are valid and enforceable obligations of this Agreement, and that a breach of any such obligation shall constitute a breach of this Agreement.

6.                                       Covenant Not To Sue or To Assist Third Parties.

(a)                                  Covenant by iPCS Parties .   From and after the Signing Date, so long as this Section 6(a) remains in effect in accordance with the terms of this Agreement, except (i) for any claims arising under or relating to a breach of this Agreement, the Merger Agreement and/or the agreements and transactions contemplated hereby and thereby, and (ii) as set forth in Section 5(b), no iPCS Party will (1) commence or in any manner seek relief against any of the Sprint Parties through any suit or proceeding, (2) become a party (unless such claims are asserted against one or more of the iPCS Parties) to any suit or proceeding arising from or in connection with an attempt by or on behalf of any third party to enforce or collect an amount based on any Released Claim (including, without limitation, any claim that will become a Released Claim as of the Effectiveness Time), or (3) assist in any manner any other third party in connection with any threatened or existing litigation such party may have against any Sprint Party; provided, however, that an iPCS Party may comply with a subpoena if one is issued by a court of competent jurisdiction.  In addition, no iPCS Party will assist the efforts of any third party attempting to enforce or collect an amount based on a Released Claim (including, without limitation, any claim that will become a Released Claim as of the Effectiveness Time), unless required to do so by a court of competent jurisdiction.

(b)                                  Covenant by Sprint Parties .   From and after the Signing Date, so long as this Section 6(b) remains in effect in accordance with the terms of this Agreement, except for any claims arising under or relating to a breach of this Agreement, the Merger Agreement and/or the agreements and transactions contemplated hereby and thereby, no Sprint Party will (i) commence or in any manner seek relief against any of the iPCS Parties through any suit or proceeding, (ii) become a party (unless such claims are asserted against one or more of the Sprint Parties) to any suit or proceeding arising from or in connection with an attempt by or on behalf of any third

party to enforce or collect an amount based on any Released Claim (including, without limitation, any claim that will become a Released Claim as of the Effectiveness Time), or (iii) assist in any manner any other third party in connection with any threatened or existing litigation such party may have against any iPCS Party; provided, however, that a Sprint Party may comply with a subpoena if one is issued by a court of competent jurisdiction.  In addition, no Sprint Party will assist the efforts of any third party attempting to enforce or collect an amount based on a Released Claim (including, without limitation, any claim that will become a Released Claim as of the Effectiveness Time), unless required to do so by a court of competent jurisdiction.

(c)                                   Preservation of Claims .   Notwithstanding anything to the contrary contained in this Agreement, (i) from and after the Signing Date and through the earlier of (1) the occurrence of a Termination Event and (2) the Effectiveness Time, the Parties hereby acknowledge and agree that any and all rights of the Parties and their respective affiliates with respect to any and all unasserted claims or causes of action that the Parties and their respective affiliates ever had, now have, could have asserted or may have or may assert in the future against any of the other P