Exhibit 99.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

AMONG

SPRINT NEXTEL CORPORATION,

IRELAND ACQUISITION CORPORATION

AND

IPCS, INC.

DATED AS OF OCTOBER 18, 2009

TABLE OF CONTENTS

EXHIBITS

AGREEMENT AND PLAN OF MERGER

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 ”).

WITNESSETH:

     WHEREAS, the parties to this Agreement desire to effect the acquisition of the Company by Buyer;

     WHEREAS, in furtherance of the foregoing, Parent shall cause Buyer to make a tender offer to purchase for cash all the outstanding shares of common stock of the Company, par value $0.01 per share (the “ Company Common Stock ”), at a price per share of Company Common Stock of $24.00 (such amount, or any other higher amount per share of Company Common Stock paid pursuant to the Offer and this Agreement, the “ Offer Price ”) subject to any required withholding Taxes as described in Section 1.10(e) and without interest, on the terms and subject to the conditions of this Agreement (as it may be amended from time to time as permitted under this Agreement, the “ Offer ”);

     WHEREAS, also in furtherance of the foregoing, upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the “ DGCL ”), following the consummation of the Offer, Buyer shall merge with and into the Company (the “ Merger ”) in accordance with the provisions of the DGCL, with the Company as the surviving corporation;

     WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s entering into this Agreement, certain stockholders of the Company have entered into a stockholders agreement, dated as of the date hereof (the “ Stockholders Agreement ”), pursuant to which, among other things, such stockholders have agreed to tender their shares of Company Common Stock pursuant to the Offer and to vote their respective shares of Company Common Stock in favor of the Merger, subject to the terms and conditions contained therein;

     WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s and the Company’s entering into this Agreement, Parent and the Company and certain of their respective subsidiaries have entered into a settlement agreement and mutual release, dated as of the date hereof (the “ Settlement Agreement ”), pursuant to which, among other things, the parties thereto have agreed to compromise and settle certain claims among them, subject to the terms and conditions contained therein;

     WHEREAS, the Board of Directors of the Company has unanimously approved this Agreement, the Offer, the Merger and the transactions contemplated hereby , which approval was based in part on (1) the opinion of UBS Securities LLC (“ UBS ”), an independent financial advisor to the Board of Directors of the Company, that, based on the assumptions, qualifications and limitations contained therein, the Offer Price to be received by the holders of Company

Common Stock in the Offer is, as of the date of such opinion, fair, from a financial point of view, to such holders, and (2) the opinion of Morgan Stanley & Co. Incorporated (“ Morgan Stanley ” and, together with UBS, the “ Independent Advisors ”), an independent financial advisor to the Board of Directors of the Company, that based on the assumptions, qualifications and limitations contained therein, the consideration to be received by the Company’s stockholders for their shares of Company Common Stock pursuant to this Agreement is, as of the date of such opinion, fair, from a financial point of view, to those stockholders; and

     WHEREAS, the Board of Directors of the Company has unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the holders of shares of Company Common Stock (the “ Company Stockholders ”), (ii) approved and declared advisable this Agreement and the Settlement Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger and (iii) recommended that the Company Stockholders accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, to the extent applicable, adopt this Agreement and approve the Merger.

     NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained in this Agreement and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

THE OFFER AND THE MERGER

          Section 1.1. The Offer .

               (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than October 28, 2009, Buyer shall, and Parent shall cause Buyer to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “ SEC ”). The obligations of Buyer to, and of Parent to cause Buyer to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A . The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) of the SEC). Buyer expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Buyer shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend or waive the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A , (v) extend the Offer (except as set forth in the following two sentences), (vi) change the form of consideration payable in the Offer or (vii) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock (it being agreed that a waiver by Buyer of any condition, in its sole discretion, shall not be deemed to be adverse to the holders of Company Common Stock). Notwithstanding the foregoing, but subject to the terms and conditions contained herein, Buyer may, but shall not be obligated to, without the consent of the Company, (i) extend the Offer if, at the scheduled expiration date of the Offer, any of the conditions to Buyer’s obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, in increments of not more than five business days

each, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (iii) extend the Offer for a period of time not to exceed ten business days if, at the scheduled expiration date of the Offer, the Board of Directors of the Company shall have withdrawn, qualified or modified, or proposed publicly to withdraw, qualify or modify, its approval or recommendation of the Offer or the Merger; provided, however , that if at the scheduled expiration date of the Offer (A) the only condition to Buyer’s obligation to purchase shares of Company Common Stock that is not satisfied is the condition set forth in clause (g) of Exhibit A (the “ Outstanding Condition ”) and (B) none of the matters set forth in the foregoing clauses (ii) or (iii) are applicable, then (x) Buyer shall be permitted to extend the Offer for up to two additional five business day periods (but in no event to a date later than the business day immediately prior to the Outside Date) as contemplated by the foregoing clause (i) (the last of such periods being, the “ Final Extension Period ”) in order to provide additional time for the Outstanding Condition to be satisfied and (y) if the Outstanding Condition is not satisfied by the last day of the Final Extension Period then (1) if so directed by Buyer, the Company will abandon the license or authorization that is the subject of the Outstanding Condition and (2) Buyer shall waive the Outstanding Condition and consummate the Offer on the last day of the Final Extension Period (assuming that all other conditions on Exhibit A remain satisfied at such time). In addition, if at the otherwise scheduled expiration date of the Offer any condition to the Offer is not satisfied, Buyer shall, and Parent shall cause Buyer to, extend the Offer at the request of the Company for such periods as the Company may request; provided that Parent and Buyer shall not be obligated to extend the Offer beyond January 31, 2010 (the “ Outside Date ”), provided further that if on January 31, 2010, all of the conditions set forth in Exhibit A are satisfied or waived other than any condition set forth in clause (f) or clause (g) of Exhibit A, the Outside Date shall be March 15, 2010. In addition, Buyer may and, if requested by the Company, Buyer shall, make available a “subsequent offering period”, in accordance with Rule 14d-11 of the SEC, of not less than 10 business days. On the terms and subject to the conditions of the Offer and this Agreement, Buyer shall, and Parent shall cause Buyer to, accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after the expiration of the Offer. Notwithstanding the foregoing, if at any time consummation of the Offer is not practicable due to (A) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market or (B) the declaration of any banking moratorium or any suspension of payments in respect of banks or any material limitation (whether or not mandatory) on the extension of credit by lending institutions in the United States, consummation of the Offer will be delayed until such time as such events no longer make it impracticable to consummate the Offer. Buyer shall not terminate the Offer prior to any scheduled expiration date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VII. If this Agreement is terminated pursuant to Article VII, Buyer shall, and Parent shall cause Buyer to, promptly (and in any event within 24 hours of such termination) terminate the Offer and shall not acquire any shares of Company Common Stock pursuant thereto. If the Offer is terminated by Buyer, or this Agreement is terminated prior to the acquisition of shares of Company Common Stock in the Offer, Buyer shall promptly return, and shall cause any depositary acting on behalf of Buyer to return, in accordance with applicable Law, all tendered shares of Company Common Stock that have not then been purchased in the Offer to the registered holders thereof.

               (b) On the date of commencement of the Offer, Parent and Buyer shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and such other ancillary documents pursuant to which the Offer will be made (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto and such other ancillary documents, the “ Offer Documents ”). The Offer Documents will contain all information which is required to be included therein in accordance with the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules and regulations thereunder and any other applicable Laws. For purposes of this Agreement, “ Law ” means any United States federal, state or local or any foreign statute, law, rule, regulation, ordinance, code, order, judgment, decree or any other requirement or rule of law. Each of Parent, Buyer and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Buyer shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities Laws and any other applicable Laws. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any supplements or amendments thereto prior to the filing thereof with the SEC and Parent and Buyer shall give due consideration to any such comments proposed by the Company. Parent and Buyer shall provide the Company and its counsel in writing with any comments Parent, Buyer or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

               (c) Parent shall provide or cause to be provided to Buyer on a timely basis the funds necessary to purchase any shares of Company Common Stock that Buyer becomes obligated to purchase pursuant to the Offer.

          Section 1.2. Company Actions .

               (a) The Company hereby consents to the Offer, and on the date the Offer Documents are filed with the SEC, the Company shall simultaneously file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “ Schedule 14D-9 ”) describing the recommendations referred to in Section 3.3(b) and shall mail the Schedule 14D-9 to the Company Stockholders. Each of the Company, Parent and Buyer shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities Laws and any other applicable Laws. Parent and Buyer and their counsel shall be given the opportunity to review and comment on the Schedule 14D-9 and any supplements or amendments thereto prior to the filing thereof with the SEC and the Company shall give due consideration to any such comments proposed by Parent and Buyer. The Company shall provide Parent and its counsel in writing with any comments or other communications the Company or its counsel may

receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications.

               (b) Parent and Buyer will take all steps necessary to cause the Offer Documents to be disseminated to the Company Stockholders in accordance with applicable state and federal Laws. In connection with the Offer, the Company shall cause its transfer agent to furnish Buyer promptly, but in any event within three business days after the date of this Agreement, with mailing labels containing the names and addresses of the record holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Buyer such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company Stockholders. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Parent and Buyer shall, and shall cause their agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in their possession or under their control.

          Section 1.3. Directors .

               (a) Promptly after the acceptance for payment of shares of Company Common Stock tendered pursuant to the Offer representing at least a majority of the outstanding shares of Company Common Stock on a fully diluted basis (the time of such acceptance being, “ Appointment Time ”) and, from time to time thereafter, as shares of Company Common Stock are accepted for payment by Buyer, Buyer shall be entitled to designate such number of members of the Board of Directors of the Company (the “ Buyer Designees ”), rounded up to the nearest whole number, as will give Buyer representation on the Board of Directors of the Company equal to the product of the total number of members of the Board of Directors of the Company (after giving effect to any increase in the number of the directors elected pursuant to this sentence) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by Parent or Buyer at such time (including shares of Company Common Stock so accepted for payment) bears to the total number of shares of Company Common Stock then outstanding. In furtherance thereof, the Company shall, upon the request of, and as specified by, Buyer, promptly either increase the size of the Board of Directors of the Company or secure the resignations of such number of the Company’s incumbent directors, or both, as is necessary to enable Buyer Designees to be so elected or appointed to the Board of Directors of the Company and the Company shall take all actions available to the Company to cause Buyer Designees to be so elected or appointed. At such time, if requested by Buyer, the Company shall also take all action necessary to cause persons designated by Buyer to constitute at least the same percentage (rounded up to the next whole number) as is on the Board of Directors of the Company of each committee of the Board of Directors of the Company, to the extent permitted by applicable Law and the rules of any stock exchange or trading market on which the Company Common Stock is listed and traded. The provisions of this Section 1.3 are in addition to and shall

not limit any rights which Buyer, Parent or any of their affiliates (as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”)) may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable Law with respect to the election of directors or otherwise.

               (b) The Company’s obligation to appoint the Buyer Designees to the Board of Directors of the Company in accordance with Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act. The Company shall take all actions required in order to fulfill its obligations under Section 1.3(a), including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as part of the Schedule 14D-9; provided , however , that Parent and Buyer shall supply to the Company in writing prior to the filing with the SEC of the Schedule 14D-9 any information with respect to Parent and Buyer and Buyer Designees to the extent required by such Section 14(f) and Rule 14f-1.

               (c) Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective reasonable best efforts to ensure that at least two of the members of the Board of Directors of the Company shall, at all times following the Appointment Time and prior to the Effective Time, be directors of the Company who (i) were directors of the Company on the date hereof, (ii) are not officers of the Company and (iii) are independent directors for purposes of continuing listing requirements of NASDAQ (the “ Continuing Directors ”); provided , however , that, if at any time there shall be in office less than two Continuing Directors for any reason, the Board of Directors of the Company shall cause the person meeting the foregoing criteria and designated by the remaining Continuing Director to fill such vacancy and such person shall be deemed to be a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then shall remain, the other directors of the Company then in office shall designate two persons meeting the foregoing criteria to fill such vacancies who will not be directors, officers, employees or affiliates of Parent or Buyer and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that Buyer Designees constitute a majority of the Board of Directors of the Company and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or Buyer hereunder, any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder and any other action of the Company hereunder which adversely affects the Company Stockholders (other than Parent or Buyer) may be effected only if (in addition to the approval of the Board of Directors of the Company as a whole) there are in office one or more Continuing Directors and such action is approved by a majority of the Continuing Directors then in office. Following the Appointment Time and prior to the Effective Time, neither Parent nor Buyer shall take any other action to remove any Continuing Director.

          Section 1.4. The Merger . Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Buyer shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Buyer shall cease and the Company shall continue as the surviving corporation following the Merger (the “ Surviving Corporation ”). The corporate existence of the Company, with all its purposes, rights, privileges, franchises, powers and objects, shall continue unaffected and unimpaired by the Merger and, as the Surviving Corporation, it shall be governed by the DGCL.

          Section 1.5. Effective Time; Closing . As promptly as practicable (and in any event within five business days) after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which by their terms can only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the parties shall cause the Merger to be consummated by filing a certificate of merger or a certificate of ownership and merger, as applicable (the “ Certificate of Merger ”), with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such form as is required by, and executed in accordance with the relevant provisions of, the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time (but not earlier than the time that the Certificate of Merger is filed) as the parties agree shall be specified in the Certificate of Merger (the date and time the Merger becomes effective, the “ Effective Time ”). On the date of such filing, a closing (the “ Closing ”) shall be held at 10:00 a.m. Eastern time, at the offices of King & Spalding LLP, 1180 Peachtree Street, Atlanta, Georgia 30309, or at such other time and location as the parties shall otherwise agree.

          Section 1.6. Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Buyer shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Buyer shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

          Section 1.7. Conversion of Company Common Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the securities described in this Section 1.7:

               (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted automatically into the right to receive the Offer Price (the “ Merger Consideration ”), subject to any required withholding Taxes as described in Section 1.10(e) and without interest, payable to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10;

               (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto;

               (c) All shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“ Certificate ”)

representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and

               (d) Each share of common stock, par value $0.01 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

          Section 1.8. Dissenting Shares .

               (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by the Company Stockholders who have demanded and perfected their demands for appraisal of such shares of Company Common Stock in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “ Dissenting Shares ”) shall not be converted as described in Section 1.7(a), but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 262 of the DGCL; provided , however , that if such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 1.7(a), as applicable, into the right to receive the Merger Consideration set forth in such provisions, without any interest thereon.

               (b) The Company shall give Parent (i) prompt notice of any demands for appraisal pursuant to Section 262 of the DGCL received by the Company, withdrawals of such demands, and any other instruments served pursuant to the DGCL with respect to demands for appraisal and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent or as otherwise required by applicable Law, make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands.

          Section 1.9. Stock Options and Restricted Stock .

               (a) The Company shall ensure that all outstanding options to acquire Company Common Stock (the “ Company Options ”) granted under the Horizon PCS, Inc. Amended and Restated 2004 Stock Incentive Plan and the iPCS, Inc. Third Amended and Restated 2004 Long-Term Incentive Plan (the “ Company Stock Option Plans ”) that are not exercised prior to the Appointment Time shall terminate and be canceled at the Appointment Time, and the Surviving Corporation shall pay such holder, immediately after the Effective Time, in exchange for the cancellation of such holder’s Company Options, an amount in cash determined by multiplying (a) the excess, if any, of the Merger Consideration over the applicable exercise price per share of the Company

Option by (b) the number of shares of Company Common Stock such holder had the right to purchase at the Appointment Time, less any withholding Taxes as described in Section 1.10(e) and without interest. The parties agree that the Appointment Time shall constitute a change in control for purposes of the Company Stock Plans; provided , however , that for purposes of this Section 1.9(a), no holder’s right to exercise a Company Option shall accelerate and fully vest at the Appointment Time unless he or she is employed (either as an employee, director or consultant) by the Company or a Subsidiary at the Appointment Time unless otherwise required by the terms of any award agreement evidencing a Company Stock Option or any Employment Agreement between the Company (or any of its affiliates) and an optionholder. The committee for each of the Company Stock Option Plans shall not exercise any discretion to take any action with respect to any Company Option except for the action expressly called for in this Section 1.9(a).

               (b) Immediately after the Appointment Time, each outstanding share of restricted common stock of the Company granted under the Company Stock Option Plans (“ Restricted Stock ”), the restrictions of which have not lapsed immediately prior to the Appointment Time, shall become fully vested; provided , however , the committee for each of the Company Stock Option Plans shall not exercise any discretion to take any action with respect to any Restricted Stock.

          Section 1.10. Surrender of Shares of Company Common Stock; Stock Transfer Books .

               (a) Prior to the Effective Time, Parent shall designate a bank or trust company, reasonably acceptable to the Company, to act as agent (the “ Paying Agent ”) for the Company Stockholders to receive the funds necessary to make the payments to the Company Stockholders pursuant to Section 1.7 upon surrender of the Company Stockholders’ Certificates. Parent shall, at or prior to the Effective Time, deposit with the Paying Agent the aggregate Merger Consideration to be paid in respect of the shares of Company Common Stock (the “ Fund ”). The Fund shall be invested by the Paying Agent as directed by Parent. Any net profit resulting from, or interest or income produced by, such investments, shall be payable to Parent. Parent shall replace any monies lost through any investment made pursuant to this Section 1.10(a). The Paying Agent shall make the payments provided in Section 1.7.

               (b) Promptly after the Effective Time, Parent shall cause to be mailed to each person who was, at the Effective Time, a holder of record of shares of Company Common Stock entitled to receive the Merger Consideration pursuant to Section 1.7 (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive, in exchange therefor, the Merger Consideration for each share of each series of Company Common Stock formerly evidenced by such Certificate, and such Certificate

shall then be canceled. Until so surrendered, each such Certificate shall, at and after the Effective Time, represent for all purposes only the right to receive such Merger Consideration. No interest shall accrue or be paid to any beneficial owner of shares of Company Common Stock or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed in blank or to the Paying Agent or otherwise be in proper form for transfer, in the sole discretion of the Paying Agent, and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent that such Taxes either have been paid or are not applicable. If any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration such holder is entitled to receive pursuant to Section 1.7.

               (c) At any time following the date that is six months after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any portion of the Fund that had been made available to the Paying Agent and not disbursed to the Company Stockholders (including all interest and other income received by the Paying Agent in respect of all amounts held in the Fund or other funds made available to it), and thereafter each such holder shall be entitled to look only to Parent (subject to abandoned property, escheat and other similar Laws), and only as general creditors thereof, with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by such holder. If any Certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to such date on which the Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, any such cash, shares, dividends or distributions payable in respect of such Certificate shall become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, none of the Surviving Corporation, Parent, Buyer or the Paying Agent shall be liable to any Company Stockholder for any Merger Consideration delivered in respect of such share of Company Common Stock to a public official pursuant to any abandoned property, escheat or other similar Law.

               (d) At the Effective Time, the stock transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, except for Parent and Buyer, the Company Stockholders holding shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by applicable Law, and the Merger Consideration paid

pursuant to this Article I upon the surrender or exchange of Certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates.

               (e) Parent, Buyer, the Surviving Corporation and the Paying Agent, as the case may be, shall be entitled to deduct and withhold from the Merger Consideration and any other amount otherwise payable pursuant to this Agreement to any Company Stockholder or any holder of a Company Option or Restricted Stock (each, a “ Payee ”) such amounts that Parent, Buyer, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986 (the “ Code ”), the rules and regulations promulgated thereunder or any provision of state, local or foreign Tax Law. Any amounts so withheld shall be treated for all purposes of this Agreement as having been paid to Payee.

          Section 1.11. Top-Up Option .

               (a) The Company hereby grants to the Buyer an irrevocable option (the “ Top-Up Option ”), exercisable only upon the terms and subject to the conditions set forth herein, to purchase at the Offer Price an aggregate number of shares of Company Common Stock (the “ Top-Up Shares ”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Buyer and their affiliates at the time of such exercise, shall constitute one share of Company Common Stock more than 90% of the outstanding shares of Company Common Stock on a fully diluted basis; provided, however , that in no event shall the Top-Up Option be exercisable for a number of shares of Company Common Stock in excess of the number of authorized but unissued shares of Company Common Stock as of immediately prior to the issuance of the Top-Up Shares (giving effect to shares of Company Common Stock reserved for issuance under all outstanding stock options, restricted stock and any other rights to acquire Company Common Stock as if such shares of Company Common Stock were outstanding); provided further, that the Top-Up Option shall terminate upon the earlier of: (x) the fifth business day after the later of (1) the expiration date of the Offer and (2) the expiration of any “subsequent offering period”; and (y) the termination of this Agreement in accordance with its terms. The Top-Up Option shall not be exercisable until such time as Buyer shall have accepted for payment the shares of Company Common Stock tendered pursuant to the Offer and all shares tendered in any “subsequent offering period” and in no event shall the Top-Up Option be exercisable if the Minimum Tender Condition shall have been waived.

               (b) The parties shall cooperate to ensure that the issuance of the Top-Up Shares is accomplished consistent with all applicable legal requirements of all Governmental Entities, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act.

               (c) To exercise the Top-Up Option, the Buyer shall send to the Company a written notice (a “ Top-Up Exercise Notice ”) specifying (i) the number of shares of Company Common Stock that shall be owned by Parent, Buyer and their affiliates immediately preceding the purchase of the Top-Up Shares and (ii) the place, time

and date (which date shall be no later than the fifth business day following the date of the Top-Up Exercise Notice) for the closing of the purchase and sale of the Top-Up Shares (the “ Top-Up Closing ”). The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to the Buyer confirming the number of Top-Up Shares and the aggregate purchase price therefor (the “ Top-Up Notice Receipt ”). At the Top-Up Closing, the Buyer shall pay the Company, in the manner set forth in Section 1.11(d) hereof, the aggregate price required to be paid for the Top-Up Shares, in an aggregate principal amount equal to that specified in the Top-Up Notice Receipt, and the Company shall cause to be issued and delivered to the Buyer a certificate or certificates representing the Top-Up Shares or, at the Buyer’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of uncertificated shares represented by book entry (“ Book-Entry Shares ”). Such certificates or Book-Entry Shares may include any legends that are required by applicable Law.

               (d) Buyer may pay the Company the aggregate price required to be paid for the Top-Up Shares either (i) entirely in cash or (ii) at Buyer’s election, by (x) paying in cash an amount equal to not less than the aggregate par value of the Top-Up Shares and (y) executing and delivering to the Company a promissory note having a principal amount equal to the balance of the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (x) (a “ Promissory Note ”). Any such Promissory Note shall be full recourse against Parent and the Buyer and (i) shall bear interest at the rate of 2% per annum, (ii) shall mature on the first anniversary of the date of execution and delivery of such Promissory Note and (iii) may be prepaid, in whole or in part, without premium or penalty.

               (e) Parent and Buyer acknowledge that the shares of Company Common Stock which Buyer may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Parent and Buyer represent and warrant to the Company that Buyer is, or shall be upon any purchase of Top-Up Shares, an “ accredited investor ,” as defined in Rule 501 of Regulation D under the Securities Act. Buyer agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Buyer for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

ARTICLE II

THE SURVIVING CORPORATION

          Section 2.1. Certificate of Incorporation . The certificate of incorporation of the Surviving Corporation shall be amended as of the Effective Time to be substantially the same as the certificate of incorporation attached hereto as Exhibit B , until the same shall thereafter be altered, amended or repealed in accordance with applicable Law or such certificate of incorporation.

          Section 2.2. Bylaws . The bylaws of the Surviving Corporation shall be amended as of the Effective Time to be substantially the same as the bylaws attached hereto as Exhibit C , until the same shall thereafter be altered, amended or repealed in accordance with applicable Law, the certificate of incorporation of the Surviving Corporation or such bylaws.

          Section 2.3. Directors and Officers . From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with applicable Law, (a) the directors of Buyer at the Effective Time shall be the directors of the Surviving Corporation and (b) the officers of Buyer at the Effective Time shall be the officers of the Surviving Corporation.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as disclosed in (a) a publicly available final registration statement, prospectus, report, form, schedule or proxy statement filed since January 1, 2009 by the Company with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the “ Company SEC Reports ”) and prior to the date hereof, but excluding any risk factor disclosure contained in any such Company SEC Report under the heading “Risk Factors” or “Forward-Looking Statements” or similar heading, or (b) the disclosure letter (the “ Company Disclosure Letter ”) delivered by the Company to the other parties hereto concurrently with the execution of this Agreement (which letter sets forth items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the information in the Company Disclosure Letter relates; provided, however , that any information set forth in one section of the Company Disclosure Letter will be deemed to apply to each other Section or subsection of this Agreement to which its relevance is reasonably apparent; provided, further , that, notwithstanding anything in this Agreement to the contrary, the inclusion of an item in such letter as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect), the Company represents and warrants to each of the other parties as follows:

          Section 3.1. Organization and Standing . Each of the Company and each direct or indirect subsidiary of the Company (a “ Subsidiary ”) (a) is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization or formation, (b) has full corporate or other power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted and (c) is duly qualified or licensed to do business as a foreign corporation or other entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where failure to have such approvals or to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to Parent true and complete copies of the Company’s certificate of incorporation (the “ Company Certificate of Incorporation ”) and the Company’s bylaws (the “ Company Bylaws ”) and the certificate of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary, each as

amended to date. Such certificates of incorporation and bylaws (or equivalent organizational documents) are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents).

          Section 3.2. Capitalization . The authorized capital stock of the Company consists of 75,000,000 shares of Company Common Stock and 25,000,000 shares of preferred stock, par value $0.01 per share (the “ Company Preferred Stock ”). As of October 13, 2009 with respect to subsections (a) and (b) of this sentence and as of the date hereof for all other subsections of this sentence, (a) 17,262,954 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 689,263 shares of Company Common Stock (which are included in clause (a)) are held in the treasury of the Company, (c) 1,701,736 Company Options are outstanding pursuant to the Company Stock Option Plans, each such option entitling the holder thereof to purchase one share of Company Common Stock, (d) no shares of Company Preferred Stock are issued and outstanding, (e) 143,850 shares of Restricted Stock (which are included in clause (a)) are issued and outstanding and (f) no shares of Company Common Stock are reserved for issuance upon exercise of outstanding stock options or otherwise, except for shares reserved for issuance pursuant to Company Options. During the period from October 13, 2009 through the date of this Agreement, the Company has not issued or redeemed any shares of Company Common Stock except pursuant to a previously announced 10b5-1 plan of the Company. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list of the outstanding Company Options, with the exercise price of each such Company Option. Except as set forth above, there are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, the Company or any Subsidiary. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. Each outstanding share of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable and free of any preemptive rights. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or such other Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or the Subsidiaries having the right to vote on any matter on which stockholders may vote are issued or outstanding.

          Section 3.3. Authority for Agreement .

               (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the adoption of this Agreement by the affirmative vote of holders of a majority of the voting power of the then issued and outstanding shares of Company Common Stock and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the issued and outstanding shares of Company Common Stock is the only vote of the Company’s equity holders necessary to adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

               (b) At a meeting duly called and held on October 18, 2009, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are, on the terms and su