0001104659-01-501673 Sample Contracts

LEASE AGREEMENT Between THE ST. JOE COMPANY, a Florida corporation, LANDLORD and NEXTEL WIP LEASE CORPORATION, a Delaware corporation, TENANT
Lease Agreement • August 13th, 2001 • Nextel Partners Inc • Radiotelephone communications • Florida

THIS LEASE AGREEMENT ("Lease") is made as of May ___, 2001 by and between THE ST. JOE COMPANY, a Florida corporation, an address of which is 1650 Prudential Drive, Suite 400, Jacksonville, Florida 32207 ("Landlord") and NEXTEL WIP LEASE CORPORATION, a Delaware corporation, an address of which is 4500 Carillon Point, Kirkland, Washington 98033 ("Tenant").

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SECOND AMENDMENT TO IPO APPROVAL AND LOCKUP AGREEMENT
Ipo Approval and Lockup Agreement • August 13th, 2001 • Nextel Partners Inc • Radiotelephone communications

This Second Amendment to IPO Approval and Lockup Agreement (this “Second Amendment”), dated as of July 25, 2001, is by and among Nextel WIP Corp. (“NIP”), Nextel Partners, Inc. (the “Company”), DLJ Merchant Banking Partners, II, L.P. (“DLJMB”), Madison Dearborn Capital Partners II, L.P. (“MDP”), Eagle River Investments, LLC, John Chapple, John Thompson, David Thaler, David Aas, Perry Satterlee, Mark Fanning and Donald Manning (each, a “Stockholder,” and collectively, the “Stockholders”).

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