0000950134-07-011868 Sample Contracts

LOCK-UP AND VOTING AGREEMENT
Lock-Up and Voting Agreement • May 17th, 2007 • Highland Capital Management Lp • Radiotelephone communications • Delaware

This LOCK-UP AND VOTING AGREEMENT (this “Agreement”) is dated as of January 31, 2007, by and among the Persons executing this Agreement as “Identified Bondholders” on the signature pages hereto (each an “Identified Bondholder” and collectively, the “Identified Bondholders”), and the Persons executing this Agreement as “Stockholders” on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).

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EXCHANGE AGREEMENT
Exchange Agreement • May 17th, 2007 • Highland Capital Management Lp • Radiotelephone communications • New York

WHEREAS, Holdings, through its subsidiaries, is a leading provider of wireless communications services in the southeastern United States and in certain territories of the United States;

JOINT FILING AGREEMENT
Joint Filing Agreement • May 17th, 2007 • Highland Capital Management Lp • Radiotelephone communications

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Delphi Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of May 17, 2007.

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