THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

iPCS, Inc. (IPCS)

12/23/2005 10K Information

Notes Registration Rights Agreements

In connection with the offerings of our 111≠2% unregistered senior notes and our 113≠8% unregistered senior notes in April, 2004 and July 2004, respectively, we and our guarantor subsidiaries entered into registration rights agreements with the initial purchasers thereof. Pursuant to these registration rights agreements, we filed exchange offer registration statements with the SEC pursuant to which we issued registered notes for the unregistered notes tendered prior to the expiration of the exchange offers. AIG Global Investment Corp. advised us that its affiliates held approximately $47.3 million of our 111≠2% senior notes as of December 27, 2004—the date we consummated the exchange offer for the 111≠2% senior notes.

Common Stock Registration Rights Agreement

As required by our plan of reorganization, we entered into a registration rights agreement with the following holders of our common stock who may have been deemed to be our affiliates as of the consummation of our plan of reorganization: certain affiliates of AIGGIC and Silver Point, and the Timothy M. Yager 2001 Trust. In connection with our merger with Horizon PCS, the registration rights agreement was amended to include our shares acquired upon consummation of the merger by certain affiliates of the Apollo Funds and Silver Point and to modify other terms. The following is a summary of the material terms of the registration rights agreement, as amended.

Pursuant to the common stock registration rights agreement, we agreed to prepare and file shelf registration statements covering the resale of our common stock held by our affiliated holders. The initial shelf registration statement was declared effective on November 24, 2004. We also agreed to maintain an effective shelf registration statement covering shares issued to affiliates of the Apollo Funds and Silver Point following the consummation of the merger, which was declared effective on August 12, 2005. Subject to our suspension right discussed below, we agreed to use our commercially reasonable efforts to maintain the effectiveness of both shelf registration statements continuously until the earliest to occur of (1) November 24, 2006 and (2) such date as all of the shares of common stock included on the shelf registration statements may be sold or transferred without registration on such registration statement. iPCS has the right (exercisable on not more than one occasion in any 12 month period) to postpone or suspend the filing or effectiveness of the shelf registration statements (but not for a period exceeding 30 days in the aggregate in any 12 month period) if we determine that such registration and offering would reasonably be expected to interfere with certain significant transactions or events, or would require public disclosure of any such transaction or event prior to the time such disclosure might otherwise be required and we postpone or suspend both registration statements.

At any time after the expiration of the effectiveness of the shelf registration statements, any of the parties to the registration rights agreement (other than the Timothy M. Yager 2001 Trust) may make a request for registration of their common stock having a minimum value of $15 million. All holders of common stock will be entitled to participate in any such demand registration on a pro rata basis. Each of AIGGIC, Silver Point and the Apollo Funds and their respective transferees shall be entitled to request one demand registration with an additional registration which may be requested by any of the three holders subsequent to the demand by that holder for its allocated registration. No more than two requests for a demand registration shall be permitted in any 12 month period, and iPCS will not be required to effect a demand registration until a period of 180 days shall have elapsed from the date on which the distribution of common stock under any previous demand registration has been completed.

We have the right to postpone a demand registration if we are advised that such demand registration would adversely affect any other public offering of our securities (other than in connection with employee benefit and similar plans) for which we had previously commenced preparations, or if such demand registration would reasonably be expected to interfere with certain significant transactions or events, or require public disclosure of such a transaction or event prior to the time such disclosure might otherwise be required. With respect to any underwritten demand registration, iPCS shall have the right, in consultation with the selling holders, to select any investment banker and manager or co-managers to administer the offering.

Additionally, the holders of common stock who are party to the registration rights agreement shall be entitled to piggyback onto any registration by us of our common stock (other than on Form S 4 or S 8) for our own account or for the account of any other holders. We will have priority in any registration we have initiated for our own account. Any cutback required with respect to the holders shall be done on a pro rata basis.

In connection with any underwritten registration of our common stock, we will agree, as will each holder, not to sell any of our equity securities during such period as the managing underwriter may request (not to exceed 90 days from the date of the final prospectus).

We will pay all customary costs and expenses associated with each registration, including for each registration statement prepared, the reasonable fees and expenses of one counsel for the holders. Holders of our common stock will pay underwriting discounts, commissions and applicable transfer taxes, if any, on any shares sold by them.

Our obligation under the registration rights agreement to register common stock for sale under the Securities Act shall terminate on the earliest to occur of the date on which all shares of common stock held by the holders party to such agreement (1) have been distributed to the public pursuant to an offering registered under the Securities Act, (2) have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act, (3) may be sold or transferred pursuant to Rule 144(k) under the Securities Act without restrictions or (4) cease to be outstanding.

Each holder of common stock who is a party to the registration rights agreement may assign its rights under the registration rights agreement to a third party in connection with a transfer of such holder’s common stock to such third party, provided that we receive prompt notice of such transfer and such third party becomes a party to the registration rights agreement.

Relationship with Stockholders

We are insured by an insurance company affiliated with AIGGIC, the beneficial owner of approximately 16.1% of our common stock as of December 16, 2005. The annual premium for such coverage, approximately $0.4 million, was paid to our broker in July 2005. We believe that the cost of insurance is comparable to the cost of insurance which could have been obtained in transactions with unaffiliated entities.

Following the effective date of our plan of reorganization, Silver Point, the beneficial owner of approximately 17.2% of our common stock as of December 16, 2005, purchased three pre-petition claims against us from creditors in our bankruptcy. The aggregate amount of the claims purchased by Silver Point was approximately $0.6 million. Consistent with other pre-petition claims against us, we have settled these claims with Silver Point through the issuance to it of 26,105 shares of common stock during the year ended September 30, 2005.