Common use of Additional Agreement Clause in Contracts

Additional Agreement. Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates, that prior to the Effective Time the Company is the client of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Company Law Firm”). After the Closing, it is possible that the Company Law Firm will represent the Equityholders, the Equityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Indemnity Escrow Fund and any claims related thereto pursuant to this Agreement. Buyer and Merger Sub hereby agree that the Company Law Firm may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. The Company Law Firm may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents, solely for purposes of such post-Closing representation, thereto and waives any conflict of interest arising solely therefrom and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising solely from such post-Closing representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.

Additional Agreement. Each of the parties hereto Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates, subsidiaries that prior to the Effective Time the Company is the client of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Company Law FirmCooley”). After the Closing, it is possible that the Company Law Firm Cooley will represent the Company Equityholders, the Equityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Indemnity Escrow Fund Amount and any claims related thereto pursuant to this Agreement. The Buyer and Merger Sub the Company hereby agree that the Company Law Firm Cooley (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. The Company Law Firm Cooley (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents, solely for purposes of such post-Closing representation, consents thereto and waives any conflict of interest arising solely therefrom and each of such parties shall cause any Affiliate subsidiaries thereof to consent to waive any conflict of interest arising solely from such post-Closing representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.

Additional Agreement. Each of the parties hereto Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates, subsidiaries that prior to the Effective Time the Company is the client of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Company Law FirmCooley”). After the Closing, it is possible that the Company Law Firm Cooley will represent the Company Equityholders, the Equityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, including matters related to the Indemnity Escrow Fund Amount and any claims related thereto pursuant to this Agreement. The Buyer and Merger Sub the Company hereby agree that the Company Law Firm Cooley (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. The Company Law Firm Cooley (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents, solely for purposes of such post-Closing representation, consents thereto and waives any conflict of interest arising solely therefrom and each of such parties shall cause any Affiliate subsidiaries thereof to consent to waive any conflict of interest arising solely from such post-Closing representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.

Additional Agreement. Each of the parties Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates, affiliates that prior to the Effective Time the Company is the client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (the “Company Law FirmWSGR”) and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”). After the Closing, it is possible that the Company Law Firm WSGR or ▇▇▇▇▇▇ will represent the EquityholdersCompany Securityholders, the EquityholdersSecurityholders’ Representative and their respective Affiliates affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Indemnity Escrow Fund and any claims related thereto pursuant to this Agreement. Buyer Purchaser and Merger Sub the Company hereby agree that the Company Law Firm WSGR (or any successor) and ▇▇▇▇▇▇ (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. The Company Law Firm WSGR (or any successor) and ▇▇▇▇▇▇ (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties Parties hereto hereby consents, solely for purposes of such post-Closing representation, consents thereto and waives any conflict of interest arising solely therefrom and each of such parties Parties shall cause any Affiliate affiliate thereof to consent to waive any conflict of interest arising solely from such post-Closing representation. Each of the parties Parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties Parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.

Additional Agreement. Each of the parties Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates, affiliates that prior to the Effective Time the Company is the client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (the “Company Law FirmWSGR”) and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”). After the Closing, it is possible that the Company Law Firm WSGR or ▇▇▇▇▇▇ will represent the EquityholdersCompany Securityholders, the EquityholdersSecurityholders’ Representative and their respective Affiliates affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Indemnity Escrow Fund and any claims related thereto pursuant to this Agreement. Buyer Purchaser and Merger Sub the Company hereby agree that the Company Law Firm WSGR (or any successor) and ▇▇▇▇▇▇ (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. The Company Law Firm WSGR (or any successor) and ▇▇▇▇▇▇ (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties Parties hereto hereby consents, solely for purposes of such post-Closing representation, consents thereto and waives any conflict of interest arising solely therefrom and each of such parties Parties shall cause any Affiliate affiliate thereof to consent to waive any conflict of interest arising solely from such post-Closing representation. Each of the parties Parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties Parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.. (signature pages follow)

Additional Agreement. Each The Company hereby covenants and agrees that it will as soon as possible, but in any event, within the earlier of thirty (30) days of the parties hereto acknowledges date hereof and agrees, the date on its own behalf which the Purchaser exercises any Warrant issued hereunder (w) cause the Co-Sale Agreement to be amended and on behalf restated such that the Purchaser shall be granted co-sale rights with respect to any sale of its directors, members, partners, officers, employees, Founder Stock (as defined in the Co-Sale Agreement) by any Founder (as defined in the Co-Sale Agreement) and Affiliates, that prior to any sale of shares of Preferred Stock (as defined in the Effective Time the Company is the client of Co-Sale Agreement) by ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Company Law Firm”). After the ClosingCommunications, it is possible that the Company Law Firm will represent the EquityholdersSpectrasite Communications, the Equityholders’ Representative and Brookwood Ubiquitel Investors, LLC and their respective Affiliates officers, directors, employees, partners and affiliates, on terms and conditions satisfactory to the Purchaser, (individually x) cause the Registration Rights Agreement to be amended and collectivelyrestated in order to grant the Purchaser the right to cause the Company to file one long-form registration statement on its behalf after the initial public offering of the Company and to provide the Purchaser with unlimited piggy-back registration rights on all other registration statements filed by the Company, on terms and conditions satisfactory to the Purchaser, (y) shall amend its Certificate of Incorporation to increase the number of authorized shares of non-voting Common Stock in order to allow the Purchaser to exercise the Warrants, and (z) shall amend its Certificate of Incorporation to provide for the conversion of the non-voting Common Stock issuable upon the exercise of the Warrants into an equivalent number of shares of voting Common Stock on terms satisfactory to the Purchaser. The Company acknowledges that its compliance with each of the foregoing covenants is a material benefit to the Purchaser. The parties hereby acknowledge and agree that it would be difficult to determine the actual damages suffered by the Purchaser in the event the Company fails to comply with the covenants set forth in clause (w) or (x) above. Accordingly, in the event of any such breach, the “Seller Group”) Company shall promptly pay to the Purchaser, as its non-exclusive remedy, the sum of one million dollars ($1,000,000.00), which the parties agree is fair and reasonable compensation for any such breach. The Company also acknowledges and agrees that the payment of such fee shall be in connection with matters related addition to any other remedies available to the Purchaser pursuant to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Indemnity Escrow Fund and any claims related thereto pursuant to this Agreementat law or in equity. Buyer and Merger Sub hereby agree that the Company Law Firm may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. The Company Law Firm may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents, solely for purposes of such post-Closing representation, thereto and waives any conflict of interest arising solely therefrom and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising solely from such post-Closing representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.* * * * *

Additional Agreement. Each The Company hereby covenants and agrees that it will as soon as possible, but in any event, within the earlier of thirty (30) days of the parties hereto acknowledges date hereof and agrees, the date on its own behalf which the Purchaser exercises any Warrant issued hereunder (w) cause the Co-Sale Agreement to be amended and on behalf restated such that the Purchaser shall be granted co-sale rights with respect to any sale of its directors, members, partners, officers, employees, Founder Stock (as defined in the Co-Sale Agreement) by any Founder (as defined in the Co-Sale Agreement) and Affiliates, that prior to any sale of shares of Preferred Stock (as defined in the Effective Time the Company is the client of Co-Sale Agreement) by ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Company Law Firm”). After the ClosingCommunications, it is possible that the Company Law Firm will represent the EquityholdersSpectrasite Communications, the Equityholders’ Representative and Brookwood Ubiquitel Investors, LLC and their respective Affiliates officers, directors, employees, partners and affiliates, on terms and conditions satisfactory to the Purchaser, (individually x) cause the Registration Rights Agreement to be amended and collectivelyrestated in order to grant the Purchaser the right to cause the Company to file one long-form registration statement on its behalf after the initial public offering of the Company and to provide the Purchaser with unlimited piggy-back registration rights on all other registration statements filed by the Company, on terms and conditions satisfactory to the Purchaser, (y) shall amend its Certificate of Incorporation to increase the number of authorized shares of non-voting Common Stock in order to allow the Purchaser to exercise the Warrants, and (z) shall amend its Certificate of Incorporation to provide for the conversion of the non-voting Common Stock issuable upon the exercise of the Warrants into an equivalent number of shares of voting Common Stock on terms satisfactory to the Purchaser. The Company acknowledges that its compliance with each of the foregoing covenants is a material benefit to the Purchaser. The parties hereby acknowledge and agree that it would be difficult to determine the actual damages suffered by the Purchaser in the event the Company fails to comply with the covenants set forth in clause (w) or (x)above. Accordingly, in the event of any such breach, the “Seller Group”) Company shall promptly pay to the Purchaser, as its non-exclusive remedy, the sum of one million dollars ($1,000,000.00), which the parties agree is fair and reasonable compensation for any such breach. The Company also acknowledges and agrees that the payment of such fee shall be in connection with matters related addition to any other remedies available to the Purchaser pursuant to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Indemnity Escrow Fund and any claims related thereto pursuant to this Agreementat law or in equity. Buyer and Merger Sub hereby agree that the Company Law Firm may represent the Seller Group in the future in connection with matters related to this [Warrant Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. The Company Law Firm may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents, solely for purposes of such post-Closing representation, thereto and waives any conflict of interest arising solely therefrom and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising solely from such post-Closing representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consentSignature Page.]