EXHIBIT 2
November 16, 2001
Nextel Communications, Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Re: Agreement and Plan of Reorganization, dated as of August 21, 2000 (the
"Agreement"), as amended August 31, 2000, February 20, 2001, June 29,
2001, and November 16, 2001, by and among Nextel Communications, Inc.
("Nextel"), Nextel Finance Company ("Acquisition Sub") and Chadmoore
Wireless Group, Inc. ("Chadmoore") (as amended, the "Amended
Agreement")
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Gentlemen:
To induce you to enter into the Amended Agreement referenced above, the
undersigned, being a shareholder of Chadmoore, agrees as follows:
(a) The undersigned hereby irrevocably agrees to (i) attend, in
person or by proxy, the meeting of Chadmoore's shareholders
relating to the vote on the Reorganization (as defined in the
Agreement) and the transactions contemplated by the Amended
Agreement, and any and all lawful adjournments thereof, and
(ii) vote (or cause to be voted) the 8,854,662 shares (the
"Shareholder Shares") of the Common Stock of Chadmoore, $0.001
par value (the "Common Stock"), owned by the undersigned as of
the date hereof and any other voting securities of Chadmoore,
whether issued heretofore or hereafter, that the undersigned
owns or has the right to vote, for the approval of the
Reorganization and the transactions contemplated by the
Amended Agreement. The undersigned confirms that such
agreement to attend and vote is coupled with an interest. The
undersigned revokes any and all previous proxies with respect
to the Shareholder Shares and/or any other voting securities
of Chadmoore owned by the undersigned, including, without
limitation, the Letter Agreement, dated as of August 21, 2000,
between the undersigned and Nextel with respect to its support
of the Agreement.
(b) The undersigned will not solicit, encourage or recommend to
other holders of Common Stock that: (i) they vote their shares
of Common Stock against the approval of the Reorganization and
the transaction contemplated by the Amended Agreement; (ii)
they abstain from voting, or otherwise fail to vote, their
shares of Common Stock in connection with the consideration of
the Reorganization and the transactions contemplated by the
Amended Agreement; (iii) they sell, transfer, tender or
otherwise dispose of their shares of Common Stock other than
as contemplated in connection with the Reorganization; or (iv)
they attempt to exercise any applicable statutory appraisal or
other similar rights.
This agreement shall be governed by, and construed in accordance with,
the laws of the state of New York, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.
RECOVERY EQUITY INVESTORS II, L.P.
By: RECOVERY EQUITY PARTNERS II, L.P.,
its General Partner
By: /s/ XXXXXX X. XXXX-XXXX
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Name: Xxxxxx X. Xxxx-Xxxx
Title: General Partner
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: General Partner
