Common use of Side Letters Clause in Contracts

Side Letters. Parent agrees that neither it nor its Affiliates (including without limitation, ZM Capital, L.P. and any of its Affiliates) have entered into nor will enter into a side letter or similar agreement with any Other Investor that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable in any respect than the rights and benefits established in favor of the Equity Provider pursuant to the terms hereof, the Alloy Media Holdings, L.L.C. Limited Liability Company Agreement Term Sheet and the Interim Investors Agreement, unless the Equity Provider will be entitled to the same rights and benefits granted under each such side letter or similar agreement. Any such side letter or similar agreement shall be provided to the Equity Provider immediately upon execution by the parties thereto. Sincerely, XXXXXX RIVER CO-INVESTMENT FUND, L.P. By: Xxxxxxxx Lane New York Co-Investment LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President [Signature Page to the Xxxxxx River Co-Investment Fund, L.P. Commitment Letter] Agreed to and accepted: ALLOY MEDIA HOLDINGS, L.L.C. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Secretary

Side Letters. Parent agrees that neither it nor its Affiliates (including without limitation, ZM Capital, L.P. and any of its Affiliates) have entered into nor will enter into a side letter or similar agreement with any Other Investor that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable in any respect than the rights and benefits established in favor of the Equity Provider pursuant to the terms hereof, the Alloy Media Holdings, L.L.C. Limited Liability Company Agreement Term Sheet and the Interim Investors Agreement, unless the Equity Provider will be entitled to the same rights and benefits granted under each such side letter or similar agreement. Any such side letter or similar agreement shall be provided to the Equity Provider immediately upon execution by the parties thereto. Sincerely, XXXXXX RIVER CO-INVESTMENT FUNDNPE CASPIAN I B, L.P. By: Xxxxxxxx Lane New York Co-Investment NPE Caspian GP, L.P., its general partner By: Natixis Caspian Private Equity, LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxxxxx Title: Vice President COO-CFO [Signature Page to the Xxxxxx River Co-Investment Fund, L.P. Natixis Caspian Equity Commitment Letter] Letter Agreed to and accepted: ALLOY MEDIA HOLDINGS, L.L.C. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Secretary

Side Letters. Parent agrees that neither it nor its Affiliates (including without limitation, ZM Capital, L.P. and any of its Affiliates) have entered into nor will enter into a side letter or similar agreement with any Other Investor that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable in any respect than the rights and benefits established in favor of the Equity Provider pursuant to the terms hereof, the Alloy Media Holdings, L.L.C. Limited Liability Company Agreement Term Sheet and the Interim Investors Agreement, unless the Equity Provider will be entitled to the same rights and benefits granted under each such side letter or similar agreement. Any such side letter or similar agreement shall be provided to the Equity Provider immediately upon execution by the parties thereto. Sincerely, XXXXXX RIVER CO-INVESTMENT FUNDPRIVATE EQUITY DIRECT PARTNERSHIP II (QP), L.P. LP By: Xxxxxxxx Lane New York Co-Investment LLCAMA Private Equity Partnership, LP, its general partner By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxxx XxXxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxxxx XxXxxxx Title: Vice President [Signature Page to the Xxxxxx River Co-Investment Fund, L.P. GenSpring Family Offices Commitment Letter] Agreed to and accepted: ALLOY MEDIA HOLDINGS, L.L.C. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and SecretarySecretary [Signature Page to the GenSpring Family Offices Commitment Letter]

Side Letters. Parent agrees that neither it nor its Affiliates (including without limitation, ZM Capital, L.P. and any of its Affiliates) have entered into nor will enter into a side letter or similar agreement with any Other Investor that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable in any respect than the rights and benefits established in favor of the Equity Provider pursuant to the terms hereof, the Alloy Media Holdings, L.L.C. Limited Liability Company Agreement Term Sheet and the Interim Investors Agreement, unless the Equity Provider will be entitled to the same rights and benefits granted under each such side letter or similar agreement. Any such side letter or similar agreement shall be provided to the Equity Provider immediately upon execution by the parties thereto. Sincerely, XXXXXX RIVER CO-ROSEMONT SOLEBURY CO- INVESTMENT FUND, L.P. By: /s/ Xxxxxxxx Lane New York Co-Investment LLCXxx Xxxxx Name: Xxxxxxxx Xxx Xxxxx Title: Principal ROSEMONT SOLEBURY CO- INVESTMENT FUND (OFFSHORE), its general partner L.P. By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxxxx Xxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxxxxx Xxx Xxxxx Title: Vice President Principal [Signature Page to the Xxxxxx River Co-Investment FundRosemont Solebury Capital Management, L.P. LLC Commitment Letter] Agreed to and accepted: ALLOY MEDIA HOLDINGS, L.L.C. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Secretary