Common use of Form F-1 Demand Clause in Contracts

Form F-1 Demand. If either (i) at any time following the Lock-up Release Date, the Company receives a request, from a Sponsor or Sponsors holding more than 50% of the Registrable Securities then outstanding other than Registrable Securities held by a Syndicatee, Management LP or Bohai (which shall not be taken into account for this calculation), or (ii) at any time following the expiration of the Bohai Lock-up Period, the Company receives a request, from a Principal Investor or Principal Investors holding more than 50% of the Registrable Securities then outstanding (except that, if the number of Shares owned by the Sponsors is less than the number of Shares owned by Bohai, the Sponsors and Bohai shall separately have the right to make the request described herein) other than Registrable Securities held by a Syndicatee or Management LP (which shall not be taken into account for this calculation), that the Company file a Form F-1 registration statement with respect to the resale of Registrable Securities of such Sponsor or Sponsors, or, if applicable, such Principal Investor or Principal Investors, where the anticipated gross proceeds (before the deduction of any discounts or commissions) would be at least $100 million, the Company shall: (i) within two Business Days after the date such request is given, give notice thereof (the Demand Notice) to all Sponsors, Syndicatees, Management LPs and Bohai other than the Initiating Sponsors; and (ii) as soon as practicable, and in any event within 30 Business Days after the date such request is given by the Initiating Sponsors, file a registration statement (including on or after the Form F-3 Eligibility Date in the event the Company is no longer eligible to use Form F-3, without limitation, a Shelf Registration Statement) on Form F-1 under the Securities Act covering all Registrable Securities that the Initiating Sponsors requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Sponsor or any Syndicatee, Management LP or Bohai, as specified by notice given by each such Sponsor, Syndicatee, Management LP or Bohai to the Company within five Business Days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 4.1(e) and 4.3. Notwithstanding the foregoing, if any request for filing of an F-1 Registration Statement is for a Shelf Registration Statement and is issued on or after the Form F-3 Eligibility Date as provided above, then the requirement set forth above that the request be issued by a Sponsor or Sponsors, or, following the Bohai Lock-up Period, a Principal Investor or Principal Investors, holding more than 50% of the Registrable Securities then outstanding does not apply and the Company shall be obligated to file a Form F-1 registration statement as set forth above if the anticipated gross proceeds (before the deduction of any discounts or commissions) of the resale of Registrable Securities of the Principal Investor or Principal Investors demanding such registration would be at least $100 million.

Form F-1 Demand. If either (iA) at any time following after the Lock-up Release Dateearlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the Registration Statement for the IPO, the Company receives a request, request from a Sponsor or Sponsors holding more than 50% Holders of at least ten percent (10%) of the Registrable Securities Common Stock then outstanding other than Registrable Securities that the Company effect an underwritten public offering (a “Demand Offering”) of Common Stock held by a Syndicateethe Initiating Holders and any other participating Holders (the “Selling Holders”) (and, Management LP or Bohai (which shall if the Company has not be taken into account for this calculation)effected an IPO, or (ii) at any time following the expiration of the Bohai Lock-up Period, Common Stock (or ADRs) of the Company receives in an IPO that includes the resale of the Common Stock of the Selling Holders) on a request, from U.S. Trading Market and in connection therewith file a Principal Investor or Principal Investors holding more than 50% Form F-1 Registration Statement with the Commission with respect to at least thirty percent (30%) of the Registrable Securities then outstanding (except that, or a lesser percent if the number anticipated aggregate offering price, net of Shares owned Selling Expenses, would exceed fifteen million ($15 million)), and (B) a major, “bulge bracket” U.S. investment bank selected by the Sponsors Initiating Holder (and reasonably acceptable to the Company) is less than prepared to effect a firm commitment underwritten registered public offering of the number of Shares owned by Bohai, the Sponsors and Bohai shall separately have the right to make the request described herein) other than Registrable Securities Common Stock held by the Selling Holders on a Syndicatee or Management LP U.S. Trading Market (which shall not be taken into account for this calculationthe “U.S. Listing”), that then the Company file a Form F-1 registration statement with respect to the resale of Registrable Securities of such Sponsor or Sponsors, or, if applicable, such Principal Investor or Principal Investors, where the anticipated gross proceeds shall (before the deduction of any discounts or commissions) would be at least $100 million, the Company shall: (ix) within two Business Days ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Sponsors, Syndicatees, Management LPs and Bohai Holders other than the Initiating SponsorsHolders; and (iiy) as soon as practicable, and in any event within 30 Business Days ninety (90) days after the date such request is given by the Initiating SponsorsHolders, file a registration statement (including on or after the Form F-3 Eligibility Date in the event the Company is no longer eligible to use Form F-3, without limitation, a Shelf Registration Statement) on Form F-1 Registration Statement under the Securities Act covering all Registrable Securities that the Initiating Sponsors Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Sponsor or any Syndicatee, Management LP or BohaiHolders, as specified by notice given by each such Sponsor, Syndicatee, Management LP or Bohai Holder to the Company within five Business Days twenty (20) days of the date the Demand Notice is given. The Company shall also exercise commercially reasonable efforts to take all actions necessary to register such class of securities under the Exchange Act, as well as (X) pay all Registration Expenses (exclusive of Selling Expenses), and in each case, subject (Y) to the limitations extent applicable, to cause the registration of Sections 4.1(e) and 4.3. Notwithstanding the foregoingissuance of such Common Stock or ADRs, if any request applicable, and obtain all required approvals for the listing of the Shares or ADRs representing the Shares with the applicable U.S. Trading Market. The Company shall also exercise commercially reasonable efforts to continue the U.S. Listing and trading of its Shares on the applicable U.S. Trading Market and, in accordance, therewith, will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing of an F-1 Registration Statement is for a Shelf Registration Statement and is issued other obligations applicable to issuers whose securities are listed on or after such U.S. Trading Market. The Company also agrees that the Form F-3 Eligibility Date as provided above, then Investors shall have the requirement rights set forth above that in this Agreement with respect to the request be issued by a Sponsor or Sponsors, or, following the Bohai Lock-up Period, a Principal Investor or Principal Investors, holding more than 50% registration for resale of the Registrable Securities then outstanding does not apply and the Company shall be obligated to file a Form F-1 registration statement as set forth above if the anticipated gross proceeds (before the deduction of any discounts or commissions) of the resale Investors in the event of Registrable Securities of the Principal Investor or Principal Investors demanding and immediately effective upon such registration would be at least $100 millionU.S. Listing.

Form F-1 Demand. If either at any time after the earlier of (i) at any time one hundred eighty (180) days following the Lockeffective date of the Registration Statement for the IPO and (ii) such date, if any, on which the underwriters for the IPO, pursuant to the lock-up Release Dateagreements between the Investors and Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Sachs & Co. LLC, as representatives of the underwriters for the IPO, consent to the making of a demand for, or the exercise of any right with respect to, the registration of any Registrable Securities, the Company receives a request, request from a Sponsor any Baring Vostok Holder or Sponsors holding more than 50% of the Registrable Securities then outstanding other than Registrable Securities held by a Syndicatee, Management LP or Bohai (which shall not be taken into account for this calculation), or (ii) at any time following the expiration of the Bohai Lock-up Period, the Company receives a request, from a Principal Investor or Principal Investors holding more than 50% of the Registrable Securities then outstanding (except that, if the number of Shares owned by the Sponsors is less than the number of Shares owned by Bohai, the Sponsors and Bohai shall separately have the right to make the request described herein) other than Registrable Securities held by a Syndicatee or Management LP (which shall not be taken into account for this calculation), Sistema Holder that the Company file a Form F-1 registration statement Registration Statement with respect to the resale such number of Registrable Securities that the Initiating Holder(s) indicates in the request and that would reasonably be expected to result in anticipated aggregate offering proceeds, net of such Sponsor or SponsorsSelling Expenses, or, if applicable, such Principal Investor or Principal Investors, where the anticipated gross proceeds (before the deduction of any discounts or commissions) would be at least $100 50 million, then (A) the Company shall: shall within five (i5) within two Business Days after the date such request is given, give notice thereof (to any Holder who has the Demand Notice) right to all Sponsorsbe an Initiating Holder under this Section 2.1(a), Syndicateesif any, Management LPs and Bohai other than the Initiating SponsorsHolder(s), (B) such Holder who thereafter wishes to include all or a portion of its Registrable Securities in such registration shall notify the Company thereof in writing within fifteen (15) days after receipt by the Holder of the notice from the Company; and (iiC) the Company shall, as soon as practicable, and in any event within 30 Business Days fifty (50) days after the date such request is given by the Initiating SponsorsHolder(s), file a registration statement (including on or after the Form F-3 Eligibility Date in the event the Company is no longer eligible to use Form F-3, without limitation, a Shelf Registration Statement) on Form F-1 Registration Statement under the Securities Act covering all Registrable Securities that the Initiating Sponsors Holder(s) requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Sponsor or any Syndicatee, Management LP or Bohai, as specified by notice given by each such Sponsor, Syndicatee, Management LP or Bohai Holder who has the right to the Company within five Business Days of the date the Demand Notice is given, and in each casebe an Initiating Holder under this Section 2.1(a), subject to the limitations of Sections 4.1(e) Section 2.1(c), Section 2.1(d), Section 2.3 and 4.3. Notwithstanding the foregoing, if any request for filing of an F-1 Registration Statement is for a Shelf Registration Statement and is issued on or after the Form F-3 Eligibility Date as provided above, then the requirement set forth above that the request be issued by a Sponsor or Sponsors, or, following the Bohai Lock-up Period, a Principal Investor or Principal Investors, holding more than 50% of the Registrable Securities then outstanding does not apply and the Company shall be obligated to file a Form F-1 registration statement as set forth above if the anticipated gross proceeds (before the deduction of any discounts or commissions) of the resale of Registrable Securities of the Principal Investor or Principal Investors demanding such registration would be at least $100 millionSection 2.4.

Form F-1 Demand. If either (i) at any time following after one hundred eighty (180) days after the Lock-up Release Dateeffective date of the registration statement for the IPO, the Company receives a request, request from (1) Holders of a Sponsor or Sponsors holding more than 50% majority of the Registrable Securities then outstanding other than Registrable Securities held by a Syndicatee(ignoring, Management LP or Bohai for such purpose, but only (which shall not be taken into account for this calculation)A) prior to the exercise of the demand right under clause (2) below, or (iiB) at any time following the expiration after an exercise of the Bohai Lock-up Period, the Company receives a request, from a Principal Investor or Principal Investors holding more than 50% demand right under clause (2) below in which none of the Registrable Securities underlying Series F Preferred Shares and requested to be included therein were not excluded from registration (‘cutback’) in accordance with Section 2.3(a)(i) below), any Registrable Securities then outstanding that were issued or are issuable upon conversion or in respect of any Series F Preferred Shares) then outstanding or (except that, if the number 2) Holders of Shares owned by the Sponsors is less than the number of Shares owned by Bohai, the Sponsors and Bohai shall separately have the right to make the request described herein) other than Registrable Securities held by a Syndicatee or Management LP then outstanding and constituting the Special F Majority (which shall not be taken into account for this calculation), as defined in the Articles) that the Company file a Form F-1 registration statement with respect to (x) at least a majority of the resale of Registrable Securities then outstanding or (y) Registrable Securities of such Sponsor or SponsorsHolders having an anticipated aggregate offering price, ornet of Selling Expenses, if applicable, such Principal Investor or Principal Investors, where the anticipated gross proceeds (before the deduction of any discounts or commissions) would be at least $100 10 million, then the Company shall: shall (i) within two Business Days ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Sponsors, Syndicatees, Management LPs and Bohai Holders other than the Initiating SponsorsHolders; and (ii) as soon as practicable, and in any event within 30 Business Days sixty (60) days after the date such request is given by the Initiating SponsorsHolders, use commercially reasonable efforts to file a Form F-1 registration statement (including on or after the Form F-3 Eligibility Date in the event the Company is no longer eligible to use Form F-3, without limitation, a Shelf Registration Statement) on Form F-1 under the Securities Act covering all Registrable Securities that the Initiating Sponsors Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Sponsor or any Syndicatee, Management LP or BohaiHolders, as specified by notice given by each such Sponsor, Syndicatee, Management LP or Bohai Holder to the Company within five Business Days twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 4.1(eSection 2.1(c) and 4.3. Notwithstanding the foregoing, if any request for filing of an F-1 Registration Statement is for a Shelf Registration Statement and is issued on or after the Form F-3 Eligibility Date as provided above, then the requirement set forth above that the request be issued by a Sponsor or Sponsors, or, following the Bohai Lock-up Period, a Principal Investor or Principal Investors, holding more than 50% of the Registrable Securities then outstanding does not apply and the Company shall be obligated to file a Form F-1 registration statement as set forth above if the anticipated gross proceeds (before the deduction of any discounts or commissions) of the resale of Registrable Securities of the Principal Investor or Principal Investors demanding such registration would be at least $100 millionSection 2.3.

Form F-1 Demand. If either (i) at any time following the Lock-up Release Date, the Company receives a request, request from a Sponsor or Sponsors holding more than 50% of the Registrable Securities then outstanding other than Registrable Securities held by a Syndicatee, Management LP or Bohai (which shall not be taken into account for this calculation), or (ii) at any time following the expiration of the Bohai Lock-up Period, the Company receives a request, from a Principal Investor or Principal Investors holding more than 50% of the Registrable Securities then outstanding (except that, if the number of Shares owned by the Sponsors is less than the number of Shares owned by Bohai, the Sponsors and Bohai shall separately have the right to make the request described herein) other than Registrable Securities held by a Syndicatee or a Management LP (which shall not be taken into account for this calculation), ) that the Company file a Form F-1 registration statement with respect to the resale of Registrable Securities of such Sponsor or Sponsors, or, if applicable, such Principal Investor or Principal Investors, Sponsors where the anticipated gross proceeds (before the deduction of any discounts or commissions) would be at least $100 million, the Company shall: (i) within two Business Days after the date such request is given, give notice thereof (the Demand Notice) to all Sponsors, Syndicatees, Syndicatees and Management LPs and Bohai other than the Initiating Sponsors; and (ii) as soon as practicable, and in any event within 30 Business Days after the date such request is given by the Initiating Sponsors, file a registration statement (including on or after the Form F-3 Eligibility Date in the event the Company is no longer eligible to use Form F-3, without limitation, a Shelf Registration Statement) on Form F-1 under the Securities Act covering all Registrable Securities that the Initiating Sponsors requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Sponsor or any Syndicatee, Syndicatee or Management LP or BohaiLP, as specified by notice given by each such Sponsor, Syndicatee, Syndicatee or Management LP or Bohai to the Company within five Business Days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 4.1(e) and 4.3. Notwithstanding the foregoing, if any request for filing of an F-1 Registration Statement is for a Shelf Registration Statement and is issued on or after the Form F-3 Eligibility Date as provided above, then the requirement set forth above that the request be issued by a Sponsor or Sponsors, or, following the Bohai Lock-up Period, a Principal Investor or Principal Investors, Sponsors holding more than 50% of the Registrable Securities then outstanding does not apply and the Company shall be obligated to file a Form F-1 registration statement as set forth above if the anticipated gross proceeds (before the deduction of any discounts or commissions) of the resale of Registrable Securities of the Principal Investor Sponsor or Principal Investors Sponsors demanding such registration would be at least $100 million.

Form F-1 Demand. If either at any time after the earlier of (i) at any time following four years after the Lock-up Release Datedate of this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request, request from Holders of a Sponsor or Sponsors holding more than 50% majority of the Registrable Securities then outstanding other than Registrable Securities held by a Syndicatee, Management LP or Bohai (which shall not be taken into account for this calculation), or (ii) at any time following the expiration of the Bohai Lock-up Period, the Company receives a request, from a Principal Investor or Principal Investors holding more than 50% of the Registrable Securities then outstanding (except that, if the number of Shares owned by the Sponsors is less than the number of Shares owned by Bohai, the Sponsors and Bohai shall separately have the right to make the request described herein) other than Registrable Securities held by a Syndicatee or Management LP (which shall not be taken into account for this calculation), that the Company file a Form F-1 registration statement (or, if the Company is not then eligible to use Form F-1, a Form S-1 registration statement) with respect to at least 40% of the resale of Registrable Securities of such Sponsor then outstanding (or Sponsors, or, a lesser percent if applicable, such Principal Investor or Principal Investors, where the anticipated gross proceeds (before the deduction aggregate offering price, net of any discounts or commissions) Selling Expenses, would be at least $100 millionexceed US$30,000,000), then the Company shall: shall (i) within two Business Days ten days after the date such request is given, give notice thereof (the “Demand Notice”) to all Sponsors, Syndicatees, Management LPs and Bohai Holders other than the Initiating Sponsors; Holders and (ii) as soon as practicable, and in any event within 30 Business Days 60 days after the date such request is given by the Initiating SponsorsHolders, file a Form F-1 registration statement (including on or after the Form F-3 Eligibility Date in the event or, if the Company is no longer not then eligible to use Form F-3F-1, without limitation, a Shelf Registration StatementForm S-1) on Form F-1 under the Securities Act covering all Registrable Securities that the Initiating Sponsors Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Sponsor or any Syndicatee, Management LP or BohaiHolders, as specified by notice given by each such Sponsor, Syndicatee, Management LP or Bohai Holder to the Company within five Business Days 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 4.1(eSubsection 2.1(c) and 4.3Subsection 2.3. Notwithstanding the foregoingA registration statement filed pursuant to this Subsection 2.1 shall, if any request for filing of an F-1 Registration Statement is for a Shelf Registration Statement and is issued on or after the Form F-3 Eligibility Date as provided above, then the requirement set forth above that the request be issued unless otherwise directed by a Sponsor or Sponsors, or, following the Bohai Lock-up Period, a Principal Investor or Principal Investors, holding more than 50% majority of the Registrable Securities to be included in such registration statement, provide for an offering on a continuing basis in accordance with Rule 415 and shall contain a “plan of distribution” approved by a majority of the Registrable Securities to be in included in such registration statement, and no Holder shall be named as an “underwriter” in the registration statement without such Holder’s prior written consent. If the Company files a registration statement for the IPO in a jurisdiction other than the U.S., then outstanding does not apply for purposes of the rights described in Subsection 2.1(a)(ii) only, all references to the registration of securities under the Securities Act shall be deemed to mean the equivalent registration in such non-U.S. jurisdiction, and all applicable references to the Securities Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the Company SEC shall be obligated deemed to file a Form F-1 refer to the equivalent statutes, rules, forms of registration statement as set forth above if statements, registration of securities and laws of and equivalent government authority in the anticipated gross proceeds (before the deduction of any discounts or commissions) of the resale of Registrable Securities of the Principal Investor or Principal Investors demanding such registration would be at least $100 millionapplicable non-U.S. jurisdiction.