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 the Company is the client of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (“WSGR”) and Xxxxxx Xxxxx Xxxxxx (“Xxxxxx”). After the Closing, it is possible that WSGR or Xxxxxx will represent the Company Securityholders, the Securityholders’ 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 Escrow Fund and any claims related thereto pursuant to this Agreement. Purchaser and the Company hereby agree that WSGR (or any successor) and Xxxxxx (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. WSGR (or any successor) and Xxxxxx (or any successor) may serve as counsel to 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 thereto and waives any conflict of interest arising therefrom and each of such Parties shall cause any affiliate thereof to consent to waive any conflict of interest arising from such 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. (signature pages follow)

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 the Company is the currently a client of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Procter, LLP (“WSGR”) and Xxxxxx Xxxxx Xxxxxx (“XxxxxxXxxxxxx Procter”). After the Closing, it is possible that WSGR or Xxxxxx Xxxxxxx Procter will represent the Company SecurityholdersIndemnifying Parties, the SecurityholdersStockholders’ 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 Escrow Fund Holdback Amount and any claims related thereto pursuant to this Agreement. Purchaser Parent and the Company hereby agree that WSGR (or any successor) and Xxxxxx Xxxxxxx Procter (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. WSGR (or any successor) and Xxxxxx Xxxxxxx Procter (or any successor) may serve as counsel to 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 thereto and waives any conflict of interest arising therefrom and each of such Parties shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representationtherefrom. 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 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 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLP (the “WSGR”) and Xxxxxx Xxxxx Xxxxxx (“XxxxxxCompany Law Firm”). After the Closing, it is possible that WSGR or Xxxxxx the Company Law Firm will represent the Company SecurityholdersEquityholders, the SecurityholdersEquityholders’ 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. Purchaser Buyer and the Company Merger Sub hereby agree that WSGR (or any successor) and Xxxxxx (or any successor) 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. WSGR (or any successor) and Xxxxxx (or any successor) The Company Law Firm 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 consents, solely for purposes of such post-Closing representation, 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 of the Parties parties hereto acknowledges acknowledge and agreesagree, on its own behalf and on behalf of its directors, members, partners, officers, employees, and affiliates Affiliates that the Company is the client of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx L.L.P. (“WSGR”) and Xxxxxx Xxxxx Xxxxxx (“& Xxxxxx”), and not any of its individual Company Stockholders or any other entities whose interests in this matter are being represented by those individual Company Stockholders. After the Closing, it is possible that WSGR or Xxxxxx & Xxxxxx will represent the Company SecurityholdersStockholders, the Securityholders’ Stockholder 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 Escrow Fund Amount and any claims related thereto made thereunder pursuant to this Agreement. Purchaser Parent and the Company hereby agree that WSGR (or any successor) and Xxxxxx & Xxxxxx (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or administration of the Escrow Agreement Amount and any claims that may be made thereunder pursuant to this Agreement. WSGR (or any successor) and Xxxxxx & Xxxxxx (or any successor) may serve as counsel to 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 thereto and waives any conflict of interest arising therefrom and each of such Parties parties shall cause any affiliate Affiliate thereof to consent to waive any conflict of interest arising from such 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)connection.

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 subsidiaries that the Company is the client of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLP (“WSGR”) and Xxxxxx Xxxxx Xxxxxx (“XxxxxxCooley”). After the Closing, it is possible that WSGR or Xxxxxx Cooley will represent the Company SecurityholdersEquityholders, the Securityholders’ 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 Escrow Fund Amount and any claims related thereto pursuant to this Agreement. Purchaser The Buyer and the Company hereby agree that WSGR (or any successor) and Xxxxxx 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. WSGR (or any successor) and Xxxxxx Cooley (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 thereto and waives any conflict of interest arising therefrom and each of such Parties parties shall cause any affiliate subsidiaries thereof to consent to waive any conflict of interest arising from such 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 agreesthe date on which the Purchaser exercises any Warrant issued hereunder (w) cause the Co-Sale Agreement to be amended and restated such that the Purchaser shall be granted co-sale rights with respect to any sale of Founder Stock (as defined in the Co-Sale Agreement) by any Founder (as defined in the Co-Sale Agreement) and any sale of shares of Preferred Stock (as defined in the Co-Sale Agreement) by Xxxxxxxx Communications, on its own behalf Spectrasite Communications, and on behalf of its Brookwood Ubiquitel Investors, LLC and their respective officers, directors, members, partners, officers, employees, partners and affiliates affiliates, on terms and conditions satisfactory to the Purchaser, (x) cause the Registration Rights Agreement to be amended and restated 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 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 Company is payment of such fee shall be in addition to any other remedies available to the client of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (“WSGR”) and Xxxxxx Xxxxx Xxxxxx (“Xxxxxx”). After the Closing, it is possible that WSGR or Xxxxxx will represent the Company Securityholders, the Securityholders’ Representative and their respective affiliates (individually and collectively, the “Seller Group”) in connection with matters related Purchaser pursuant to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Escrow Fund and any claims related thereto pursuant to this Agreementat law or in equity. Purchaser and the Company hereby agree that WSGR (or any successor) and Xxxxxx (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. WSGR (or any successor) and Xxxxxx (or any successor) may serve as counsel to 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 thereto and waives any conflict of interest arising therefrom and each of such Parties shall cause any affiliate thereof to consent to waive any conflict of interest arising from such 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. (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 agreesthe date on which the Purchaser exercises any Warrant issued hereunder (w) cause the Co-Sale Agreement to be amended and restated such that the Purchaser shall be granted co-sale rights with respect to any sale of Founder Stock (as defined in the Co-Sale Agreement) by any Founder (as defined in the Co-Sale Agreement) and any sale of shares of Preferred Stock (as defined in the Co-Sale Agreement) by Xxxxxxxx Communications, on its own behalf Spectrasite Communications, and on behalf of its Brookwood Ubiquitel Investors, LLC and their respective officers, directors, members, partners, officers, employees, partners and affiliates affiliates, on terms and conditions satisfactory to the Purchaser, (x) cause the Registration Rights Agreement to be amended and restated 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 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 Company is payment of such fee shall be in addition to any other remedies available to the client of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (“WSGR”) and Xxxxxx Xxxxx Xxxxxx (“Xxxxxx”). After the Closing, it is possible that WSGR or Xxxxxx will represent the Company Securityholders, the Securityholders’ Representative and their respective affiliates (individually and collectively, the “Seller Group”) in connection with matters related Purchaser pursuant to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Escrow Fund and any claims related thereto pursuant to this Agreementat law or in equity. Purchaser and the Company hereby agree that WSGR (or any successor) and Xxxxxx (or any successor) 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. WSGR (or any successor) and Xxxxxx (or any successor) may serve as counsel to 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 thereto and waives any conflict of interest arising therefrom and each of such Parties shall cause any affiliate thereof to consent to waive any conflict of interest arising from such 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. (signature pages follow)Signature Page.]

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 subsidiaries that the Company is the client of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLP (“WSGR”) and Xxxxxx Xxxxx Xxxxxx (“XxxxxxCooley”). After the Closing, it is possible that WSGR or Xxxxxx Cooley will represent the Company SecurityholdersEquityholders, the Securityholders’ 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, including matters related to the Escrow Fund Amount and any claims related thereto pursuant to this Agreement. Purchaser The Buyer and the Company hereby agree that WSGR (or any successor) and Xxxxxx 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. WSGR (or any successor) and Xxxxxx Cooley (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 thereto and waives any conflict of interest arising therefrom and each of such Parties parties shall cause any affiliate subsidiaries thereof to consent to waive any conflict of interest arising from such 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).