0001104659-01-500484 Sample Contracts

FIRST AMENDMENT TO IPO APPROVAL AND LOCKUP AGREEMENT
Ipo Approval and Lockup Agreement • May 11th, 2001 • Nextel Partners Inc • Radiotelephone communications

This First Amendment to IPO Approval and Lockup Agreement (the “First Amendment”), amends Section 2 of the Initial Public Offering (the “IPO”) and Lockup Agreement (the “Lockup Agreement”) among Nextel WIP Corp., Nextel Partners, Inc. (the “Company”), DLJ Merchant Banking Partners, II, LP, Madison Dearborn Capital Partners II, L.P., Eagle River Investments, LLC, John Chapple, John Thompson, David Thaler, Dave Aas, Perry Saterlee, Mark Fanning, and Don Manning.

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AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
Shareholders' Agreement • May 11th, 2001 • Nextel Partners Inc • Radiotelephone communications

THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT is effective as of March 20, 2001 and is entered into by and among Nextel Partners, Inc., a Delaware corporation (the “Company”) and the shareholders listed on the signature pages hereto.

AMENDMENT NO. 3 TO AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
Shareholders' Agreement • May 11th, 2001 • Nextel Partners Inc • Radiotelephone communications

THIS AMENDMENT NO. 3 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT is effective as of April 18, 2001 and is entered into by and among Nextel Partners, Inc., a Delaware corporation (the “Company”) and the shareholders listed on the signature pages hereto (collectively, the “Signatories”).

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