Common use of Additional Agreement Clause in Contracts

Additional Agreement. 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 date hereof and the 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, Spectrasite Communications, and Brookwood Ubiquitel Investors, LLC and their respective officers, directors, employees, partners and 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 payment of such fee shall be in addition to any other remedies available to the Purchaser pursuant to this Agreement or at law or in equity. [Warrant Agreement Signature Page.]

Additional Agreement. The Company hereby covenants and agrees that it will as soon as possible, but in any event, within the earlier of thirty (30) days Each of the date hereof parties hereto acknowledges and the date agrees, on which the Purchaser exercises any Warrant issued hereunder (w) cause the Co-Sale Agreement to be amended its own behalf and restated such on behalf of its directors, members, partners, officers, employees, and Affiliates that the Purchaser shall be granted co-sale rights with respect to any sale Company is currently a client of Founder Stock Xxxxxxx Procter, LLP (as defined in “Xxxxxxx Procter”). After the Co-Sale Agreement) by any Founder (as defined in Closing, it is possible that Xxxxxxx Procter will represent the Co-Sale Agreement) and any sale of shares of Preferred Stock (as defined in Indemnifying Parties, the Co-Sale Agreement) by Xxxxxxxx Communications, Spectrasite Communications, and Brookwood Ubiquitel Investors, LLC Stockholders’ Representative and their respective officersAffiliates (individually and collectively, directorsthe “Seller Group”) in connection with matters related to this Agreement, employeesincluding, partners and affiliateswithout limitation, on terms and conditions satisfactory matters related to the Purchaser, (x) cause the Registration Rights Agreement Holdback Amount and any claims related thereto pursuant to be amended this Agreement. Parent and restated in order to grant the Purchaser the right to cause the Company hereby agree that Xxxxxxx Procter (or any successor) may represent the Seller Group in the future in connection with matters related to file one long-form registration statement on its behalf after the initial public offering this Agreement and any claims that may be made thereunder pursuant to this Agreement. Xxxxxxx Procter (or any successor) may serve as counsel to Seller Group or any director, member, partner, officer, employee, representative, or Affiliate 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. AccordinglySeller Group, in the event connection with any litigation, claim or obligation arising out 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 payment of such fee shall be in addition to any other remedies available to the Purchaser pursuant or relating to this Agreement or at law the transactions contemplated by this Agreement and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom. 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 equity. [Warrant Agreement Signature Pageconnection with this waiver and consent.]

Additional Agreement. The Company hereby covenants and agrees that it will as soon as possible, but in any event, within the earlier of thirty (30) days Each of the date hereof 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 date on which Effective Time the Purchaser exercises any Warrant issued hereunder Company is the client of Xxxxx Xxxxxxx LLP (w) cause the Co-Sale Agreement to be amended and restated such “Company Law Firm”). After the Closing, it is possible that the Purchaser shall be granted co-sale rights with respect to any sale of Founder Stock (as defined in Company Law Firm will represent the Co-Sale Agreement) by any Founder (as defined in Equityholders, the Co-Sale Agreement) and any sale of shares of Preferred Stock (as defined in the Co-Sale Agreement) by Xxxxxxxx Communications, Spectrasite Communications, and Brookwood Ubiquitel Investors, LLC Equityholders’ Representative and their respective officers, directors, employees, partners Affiliates (individually and 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 breachcollectively, 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 payment of such fee shall be “Seller Group”) in addition to any other remedies available to the Purchaser pursuant connection with matters related to this Agreement or at law 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 equityconnection 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. [Warrant Agreement Signature PageEach 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. The Company hereby covenants and agrees that it will as soon as possible, but in any event, within the earlier of thirty (30) days Each of the date hereof Parties acknowledges and the date agrees, on which the Purchaser exercises any Warrant issued hereunder (w) cause the Co-Sale Agreement to be amended its own behalf and restated such on behalf of its directors, members, partners, officers, employees, and subsidiaries that the Purchaser shall be granted co-sale rights with respect to any sale Company is the client of Founder Stock Xxxxxx LLP (as defined in “Cooley”). After the Co-Sale Agreement) by any Founder (as defined in Closing, it is possible that Cooley will represent the Co-Sale Agreement) and any sale of shares of Preferred Stock (as defined in Company Equityholders, the Co-Sale Agreement) by Xxxxxxxx Communications, Spectrasite Communications, and Brookwood Ubiquitel Investors, LLC Representative and their respective officers, directors, employees, partners Affiliates (individually and 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 breachcollectively, 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 payment of such fee shall be “Seller Group”) in addition to any other remedies available to the Purchaser pursuant connection with matters related to this Agreement or at law the Escrow Agreement, including matters related to the Escrow Amount and any claims related thereto pursuant to this Agreement. The Buyer and the Company hereby agree that Cooley (or any successor) may represent the Seller Group in equitythe 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. [Warrant 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 Signature Pageor 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 subsidiaries 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.]

Additional Agreement. The Company hereby covenants and agrees that it will as soon as possible, but in any event, within the earlier of thirty (30) days Each of the date hereof Parties acknowledges and the date agrees, on which the Purchaser exercises any Warrant issued hereunder (w) cause the Co-Sale Agreement to be amended its own behalf and restated such on behalf of its directors, members, partners, officers, employees, and subsidiaries that the Purchaser shall be granted co-sale rights with respect to any sale Company is the client of Founder Stock Xxxxxx LLP (as defined in “Cooley”). After the Co-Sale Agreement) by any Founder (as defined in Closing, it is possible that Cooley will represent the Co-Sale Agreement) and any sale of shares of Preferred Stock (as defined in Company Equityholders, the Co-Sale Agreement) by Xxxxxxxx Communications, Spectrasite Communications, and Brookwood Ubiquitel Investors, LLC Representative and their respective officers, directors, employees, partners Affiliates (individually and 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 breachcollectively, 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 payment of such fee shall be “Seller Group”) in addition to any other remedies available to the Purchaser pursuant connection with matters related to this Agreement or at law the Escrow Agreement, including, matters related to the Escrow Amount and any claims related thereto pursuant to this Agreement. The Buyer and the Company hereby agree that Cooley (or any successor) may represent the Seller Group in equitythe 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. [Warrant 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 Signature Pageor 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 subsidiaries 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.]

Additional Agreement. The Company hereby covenants and agrees that it will as soon as possible, but in any event, within the earlier of thirty (30) days Each of the date hereof parties hereto acknowledge and the date agree, on which the Purchaser exercises any Warrant issued hereunder (w) cause the Co-Sale Agreement to be amended its own behalf and restated such on behalf of its directors, members, partners, officers, employees, and Affiliates that the Purchaser shall be granted co-sale rights with respect to any sale Company is the client of Founder Stock Xxxxxx & Xxxxxx L.L.P. (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, Spectrasite Communications“Xxxxxx & Xxxxxx”), and Brookwood Ubiquitel Investorsnot 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, LLC it is possible that Xxxxxx & Xxxxxx will represent the Company Stockholders, the Stockholder Representative and their respective officersAffiliates (individually and collectively, directors, employees, partners the “Seller Group”) in connection with the Escrow Amount and affiliates, on terms any claims made thereunder pursuant to this Agreement. Parent 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 hereby agree that Xxxxxx & Xxxxxx (or any successor) may represent the initial public offering Seller Group in the future in connection with administration of the Company Escrow Amount and any claims that may be made thereunder pursuant to provide the Purchaser with unlimited piggy-back registration rights on all other registration statements filed by the Companythis Agreement. Xxxxxx & Xxxxxx (or any successor) may serve as counsel to Seller Group or any director, on terms and conditions satisfactory to the Purchasermember, (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 Warrantspartner, and (z) shall amend its Certificate of Incorporation to provide for the conversion officer, employee, representative, or Affiliate 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. AccordinglySeller Group, in the event connection with any litigation, claim or obligation arising out 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 payment of such fee shall be in addition to any other remedies available to the Purchaser pursuant or relating to this Agreement or at law 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 equity. [Warrant Agreement Signature Pagethis connection.]

Additional Agreement. 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 date hereof and the 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, Spectrasite Communications, and Brookwood Ubiquitel Investors, LLC and their respective officers, directors, employees, partners and 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)abovex) 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 payment of such fee shall be in addition to any other remedies available to the Purchaser pursuant to this Agreement or at law or in equity. [Warrant Agreement Signature Page.]* * * * *

Additional Agreement. The Company hereby covenants and agrees that it will as soon as possible, but in any event, within the earlier of thirty (30) days Each of the date hereof Parties acknowledges and the date agrees, on which the Purchaser exercises any Warrant issued hereunder (w) cause the Co-Sale Agreement to be amended its own behalf and restated such on behalf of its directors, members, partners, officers, employees, and affiliates that the Purchaser shall be granted co-sale rights Company is the client of Xxxxxx & Xxxxxxx LLP. After the Closing, it is possible that members of Xxxxxx & Xxxxxxx LLP that have not otherwise represented or been involved with respect to any sale representation of Founder Stock Parent on existing or prior unrelated matters (as defined in the Co-Sale Agreement“Company Xxxxxx & Xxxxxxx LLP Representatives”) by any Founder (as defined in will represent the Co-Sale Agreement) and any sale of shares of Preferred Stock (as defined in the Co-Sale Agreement) by Xxxxxxxx CommunicationsEquityholders’ Representative, Spectrasite Communications, and Brookwood Ubiquitel Investors, LLC certain Equityholders and their respective officersaffiliates (individually and collectively, directors, employees, partners and affiliates, on terms and conditions satisfactory the “Seller Group”) in connection with matters related to the Purchaser, (x) cause determination of the Registration Rights Agreement to be amended Closing Balance Sheet and restated in order to grant the Conclusive Adjustment Statement. The Purchaser the right to cause Parties and the Company to file one long-form registration statement on its behalf after hereby agree that Xxxxxx & Xxxxxxx LLP (or any successor) through the initial public offering Company Xxxxxx & Xxxxxxx LLP Representatives may represent the Seller Group in the future in connection with such matters and may use confidential information of the Company and to provide the Purchaser obtained in connection 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 representation of the non-voting Common Stock issuable upon the exercise Company solely in connection with such matters. Each of the Warrants into an equivalent number Parties hereby consents thereto and waives any conflict of shares interest arising therefrom and each of voting Common Stock on terms satisfactory such Parties shall cause any affiliate thereof to consent to waive any conflict of interest arising solely from such limited representation. Each of the Purchaser. The Company Parties acknowledges that its compliance such consent and waiver is voluntary, has been carefully considered and the Parties have consulted with each of the foregoing covenants is a material benefit to the Purchaser. The parties hereby acknowledge counsel or been advised they should do so in connection with this waiver 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 payment of such fee shall be in addition to any other remedies available to the Purchaser pursuant to this Agreement or at law or in equity. [Warrant Agreement Signature Pageconsent.]

Additional Agreement. The Company hereby covenants and agrees that it will as soon as possible, but in any event, within the earlier of thirty (30) days Each of the date hereof Parties hereto acknowledges and the date agrees, on which the Purchaser exercises any Warrant issued hereunder (w) cause the Co-Sale Agreement to be amended its own behalf and restated such on behalf of its directors, members, partners, officers, employees, and affiliates that the Purchaser shall be granted co-sale rights with respect to any sale Company is the client of Founder Stock Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (as defined in the Co-Sale Agreement) by any Founder (as defined in the Co-Sale Agreement“WSGR”) and any sale of shares of Preferred Stock Xxxxxx Xxxxx Xxxxxx (as defined in “Xxxxxx”). After the Co-Sale Agreement) by Xxxxxxxx CommunicationsClosing, Spectrasite Communicationsit is possible that WSGR or Xxxxxx will represent the Company Securityholders, and Brookwood Ubiquitel Investors, LLC the Securityholders’ Representative and their respective officers, directors, employees, partners affiliates (individually and 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 breachcollectively, 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 payment of such fee shall be “Seller Group”) in addition to any other remedies available to the Purchaser pursuant connection with matters related to this Agreement or at law 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 equitythe 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. [Warrant 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 Signature Pageor 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.]

Additional Agreement. The Company hereby covenants and agrees that it will as soon as possible, but in any event, within the earlier of thirty (30) days Each of the date hereof Parties hereto acknowledges and the date agrees, on which the Purchaser exercises any Warrant issued hereunder (w) cause the Co-Sale Agreement to be amended its own behalf and restated such on behalf of its directors, members, partners, officers, employees, and affiliates that the Purchaser shall be granted co-sale rights with respect to any sale Company is the client of Founder Stock Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (as defined in the Co-Sale Agreement) by any Founder (as defined in the Co-Sale Agreement“WSGR”) and any sale of shares of Preferred Stock Xxxxxx Xxxxx Xxxxxx (as defined in “Xxxxxx”). After the Co-Sale Agreement) by Xxxxxxxx CommunicationsClosing, Spectrasite Communicationsit is possible that WSGR or Xxxxxx will represent the Company Securityholders, and Brookwood Ubiquitel Investors, LLC the Securityholders’ Representative and their respective officers, directors, employees, partners affiliates (individually and 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 breachcollectively, 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 payment of such fee shall be “Seller Group”) in addition to any other remedies available to the Purchaser pursuant connection with matters related to this Agreement or at law 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 equitythe 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. [Warrant 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 Signature Page.]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)