Common use of Limitation on Demand Registrations Clause in Contracts

Limitation on Demand Registrations. Following an IPO, the Registering Entity will not be obligated to effect more than five registrations pursuant to this Section 2, provided that a request for registration will not count for the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date such registration statement is first filed with the Commission, (iii) if, after such Registration Statement becomes effective, such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPOThe Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Registering Entity Company will not be obligated to effect more than five registrations pursuant a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to this Section 2the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, provided that a unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will not count for the purposes of the limitations in this limitation Section 1(b) if (i) the Holders of a majority of Registrable Securities covered by a particular registration Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registrationregistration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 120 180 days of the date such registration statement Registration Statement is first filed with the CommissionCommission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) if, after prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registrationregistration are not so included pursuant to Section 1(f), other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holdersany member of such Requesting Holder(s), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 2(a1(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. The Company shall not be obligated (i) to file a registration statement in respect of a Demand Registration pursuant to Section 2.1.1(a) within one hundred and eighty (180) days after the effective date of the IPO Registration Statement or (ii) to effect more than one Demand Registration in the period commencing one hundred and eighty (180) days after the effective date of the IPO Registration Statement and ending three hundred and sixty (360) days after the effective date of the IPO Registration Statement. Following an IPOthree hundred and sixty (360) days after the effective date of the IPO Registration Statement, each Holder will be entitled to initiate no more than one Demand Registration, and the Registering Entity will Company shall not be obligated to effect more than five registrations pursuant to this Section 2one Demand Registration, provided that a request for registration will not count for the purposes of this limitation if (i) the all Requesting Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date initial filing of the Registration Statement relating to such request) the proposed registrationregistration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 120 180 days of the date such registration statement Registration Statement is first filed with the CommissionSEC (other than solely by reason of the requesting Holder having refused to proceed) and such Requesting Holder withdraws its Demand Request prior to such Registration Statement being declared effective, (iii) if, after prior to the sale of at least 90% of the Registrable Shares included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Requesting Holder’s reasonable satisfaction within 30 days of the date of such order, (iv) the Holders are not able to register and sell at least 80% any of the Registrable Securities Shares requested by the Holder to be included in the registration are not so included pursuant to Section 2.1.5 and such registrationHolder does not make another request for registration for at least six months following such initial request, other than by reason (v) the Company is not obligated to file a registration statement pursuant to Section 2.1.1(a) as a result of such Holders withdrawing their request because the Registrable Shares to be included in the registration statement do not have a market value of at least $50 million as required by the proviso to Section 2.1.1(b), or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier any member of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(grequesting Holders). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses registration expenses in connection with any request for registration pursuant to Section 2(a) 2.1.1 regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPOOther than as provided in Section 1(c), the Registering Entity Company will not be obligated to effect or pay the Registration Expenses of more than five two registrations requested by each of Mass Mutual (together with its Affiliates), and Jefferies (together with its Affiliates), pursuant to this Section 21; provided, provided however, that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration for which the Company is required to pay Registration Expenses the number of Registrable Securities requested to be registered by the Holders by reason of Section 1(f); provided, further, that a request for registration will not count for the purposes of this limitation if (i) the Majority Holders of a majority of Registrable Securities covered by a particular registration the Registration determine in good faith to withdraw (x) such Registration Request prior to the filing of a Demand Registration Statement or (y) such Demand Registration Statement (prior to the effective date of the Demand Registration Statement relating to such request) due to (1) regulatory reasons, (2) because of a material adverse change in the proposed registrationbusiness, financial condition or prospects of the Company or (3) due to the exercise by the Company of its rights under Section 1(d) hereof, (ii) the Registration Statement relating to such request is not declared effective within 120 90 days (in any case where the Commission has no comments on the Registration Statement) or 180 days (in any case where the Commission has comments on the Registration Statement) of the date such registration statement is first filed with the CommissionCommission (other than solely by reason of Holders refusing to proceed) and the Majority Holders of the Registration withdraw such Registration Request prior to the effective date of the Demand Registration Statement relating to such request, (iii) if, after prior to the sale of at least 90% of the Registrable Securities included in the registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Majority Holders of the Registration within 30 days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 10% of the Registrable Securities requested by the Required Investor Holders to be included in such registrationthe registration are not so included pursuant to Section 1(f), other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Required Investor Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a1(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month periodabove until such limit is reached.

Limitation on Demand Registrations. Following an IPO, the Registering Entity will not be obligated to effect more than five registrations pursuant to this Section 2, provided that a A request for registration will not count for constitute the purposes use of this limitation a Registration Request pursuant to Section 1(a) if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine Shareholder determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 ninety (90) days of the date such registration statement is first filed with the CommissionSEC, (iii) if, after prior to the sale of at least 90% of the Registrable Securities included in the registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency agency, quasi-governmental agent or self-regulatory body or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the holders of a majority of securities included in such registration statement within thirty (30) days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 20% of the Registrable Securities requested by the Shareholder to be included in the registration are not so included pursuant to Section 1(e); provided, that, notwithstanding the foregoing, the Shareholder shall nonetheless be permitted to include the number of Registrable Securities that the underwriter permits to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the HoldersShareholder), or (vi) if the Registration Statement relating to such request has Company did not remained effective until provide Full Cooperation in the earlier case of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g)an underwritten offering. Notwithstanding the foregoingforegoing but except if expressly prohibited by applicable law, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a1(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month periodapplication of this provision.

Limitation on Demand Registrations. Following an IPOAt any time, the Registering Entity Shareholder will not be obligated entitled to effect initiate no more than five registrations three Demand Registrations (including Short-Form Registrations permitted pursuant to this Section 2, provided that a 10(a)(iii)). No request for registration will not count for the purposes of the limitations in this limitation Section 10(a)(ii) if (i1) the Holders of a majority of Registrable Securities covered by a particular registration determine Shareholder determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the prospectus and other documents filed with the Commission to effect a registration under the Securities Act (“Registration Statement Statement”) relating to such requestrequest due to marketing conditions (but only if the Shareholder reimburses the Company for all fees with respect thereto) or regulatory reasons relating to the proposed registrationCompany, (ii2) the Registration Statement relating to such request is not declared effective within 120 180 days of the date such registration statement Registration Statement is first filed with the Commission, Commission (iiiother than solely by reason of matters relating to the Shareholder) if, after and the Shareholder withdraws its Registration Request prior to such Registration Statement becomes being declared effective, (3) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such Registration Statement becomes subject to request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order of requirement removed, withdrawn or resolved to the Shareholder’s reasonable satisfaction within thirty days of the date of such order, (iv4) the Holders are not able to register and sell at least 80more than 10% of the Registrable Securities requested by the Shareholder to be included in such registrationthe registration are not so included pursuant to Section 10(a)(vi), other than by reason of such Holders withdrawing their request or terminating the offering, (v5) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the HoldersShareholder), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPO, the Registering Entity will (i) The Company shall not be obligated required to (A) effect more than five registrations (5) Demand Registrations or underwritten takedown under the Shelf Registration Statement, (B) effect more than one (1) Demand Registration or underwritten takedown under the Shelf Registration Statement within any six (6) month period, (C) effect a Demand Registration or underwritten takedown under the Shelf Registration Statement unless the expected gross proceeds of the offering of Registrable Securities to be included in such Demand Registration or underwritten takedown are at least $50 million or (D) cause any Demand Registration to become effective prior to the first (1st) anniversary of the Closing Date. No Demand Registration or underwritten takedown will count for the purposes of the limitations in this Section 5.1(b) unless the registration has been declared or ordered effective by the Commission and remains continuously effective until (A) in the case of a Shelf Registration, the earlier of (i) three years after its effective date, (ii) the date on which all Registrable Securities covered thereby have been sold pursuant to such registration and (iii) the first date on which no Registrable Securities remain outstanding and (B) in the case of a registration statement that does not relate to a Shelf Registration, the earlier of (x) date on which all Registrable Securities covered thereby have been sold pursuant to such registration (or if earlier, the first date on which no Registrable Securities remain outstanding) and (y) the close of business on the 180th day after such registration has been declared or ordered effective by the Commission. (ii) The Company also shall not be required to effect any Demand Registration if the Company has notified the Investor or Investors making the Registration Request that, in the good faith judgment of the Company, it would be materially detrimental to the Company for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than forty-five (45) days after receipt of the request of the Investor or Investors; provided that such right to delay a request pursuant to this Section 25.1(b)(ii) or Section 5.3(b) shall be exercised by the Company not more than three periods in any twelve (12) month period and not more than ninety days in the aggregate in such twelve (12) month period. If the Company postpones the filing of a prospectus or the effectiveness of a Registration Statement pursuant to this Section 5.1(b)(ii), provided that a an Investor or Investors will be entitled to withdraw its or their Registration Request and, if such request for is withdrawn, such registration request will not count for the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date such registration statement is first filed with the Commission, (iii) if, after such Registration Statement becomes effective, such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month periodthis Section 5.1(b).

Limitation on Demand Registrations. Following an IPOIf the Conflicts Committee determines in good faith that the Demand Registration would be materially detrimental to the Partnership and its Partners because such registration would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership or the MLP, (y) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the right to postpone such Demand Registration for a period of not more than three months after receipt of a Holder’s request for a Demand Registration. Except as provided in the preceding sentence, the Registering Entity will Partnership shall be deemed not be obligated to effect more than five registrations have used all commercially reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Partnership Securities covered thereby not being able to offer and sell such Partnership Securities at any time during such period, unless such action is required by applicable law. In connection with any Demand Registration pursuant to this Section 27.13(b), provided that a request for registration will not count for the purposes of this limitation if Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the securities subject to the Demand Registration under the securities laws of such states as the Holders of shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to result thereof, the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date such registration statement is first filed with the Commission, (iii) if, after such Registration Statement becomes effective, such Registration Statement becomes Partnership would become subject to any stop order, injunction general service of process or other order to taxation or requirement of the Commission qualification to do business as a foreign corporation or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to be included partnership doing business in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than jurisdiction solely as a result of such registration, and (B) such documents as may be necessary to apply for listing or to list the Partnership Securities subject to such registration on any National Securities Exchange on which any Partnership Securities are listed or admitted for trading, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holders to consummate a material default or material breach thereunder public sale of such Partnership Securities in such states. Except as set forth in Section 7.13(d), all costs and expenses of any such registration and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership without reimbursement by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPO, the Registering Entity will (i) The Company shall not be obligated required to (A) effect more than five registrations four (4) Demand Registrations or underwritten takedowns under the Shelf Registration Statement (and not more than two (2) Demand Registrations in any twelve (12)-month period), (B) effect a Demand Registration or underwritten takedown under the Shelf Registration Statement unless the expected gross proceeds of the offering of Registrable Securities to be included in such Demand Registration or underwritten takedown are at least 0.5% of then-outstanding Shares, (C) cause any Demand Registration to become effective prior to the Demand Rights Commencement Date, or (D) effect a Demand Registration if within 120 days of any other Demand Registration. No Demand Registration or underwritten takedown will count for the purposes of the limitations in this Section 4.1(b) unless a Registration Statement covering not less than all Registrable Securities specified in the applicable Registration Request for sale in accordance with the intended method of distribution specified in the applicable Registration Request has been declared or ordered effective by the Commission and remains continuously effective until (A) in the case of a Shelf Registration, the earlier of (i) three (3) years after its effective date, (ii) the date on which all Registrable Securities covered thereby have been sold pursuant to such registration and (iii) the first date on which no Registrable Securities remain outstanding and (B) in the case of a Registration Statement that does not relate to a Shelf Registration, the earlier of (x) date on which all Registrable Securities covered thereby have been sold pursuant to such registration (or if earlier, the first date on which no Registrable Securities remain outstanding) and (y) the close of business on the 180th day after such registration has been declared or ordered effective by the Commission. (ii) Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to file a Registration Statement if the Company has notified the Investor or Investors making the Registration Request that, in the good faith judgment of the Company, (A) it would be materially detrimental to the Company for such registration to be effected at such time or (B) solely during the period from the last Business Day of any fiscal quarter through and including the Business Day after the day on which the Company publicly releases its earnings information for such quarter, it would be not be appropriate for such registration to be effected at such time in light of the pending earnings release, in each case the Company shall have the right to defer such filing for a period of not more than twenty (20) Business Days after receipt of the request of the Investor or Investors; provided that such right to delay a request pursuant to this Section 4.1(b)(ii) shall be exercised by the Company (1) in the cause of clause (A) above, not more than two periods in any twelve (12)-month period and (2) in the case of this Section 4.1(b)(ii), provided that not more than forty (40) Business Days in the aggregate in such twelve (12) month period. If the Company postpones the filing of a prospectus or the effectiveness of a Registration Statement pursuant to this Section 4.1(b)(ii), an Investor or Investors will be entitled to withdraw its or their Registration Request and, if such request for is withdrawn, such registration request will not count for the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date such registration statement is first filed with the Commission, (iii) if, after such Registration Statement becomes effective, such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month periodthis Section 4.1(b).

Limitation on Demand Registrations. Following an IPOThe Investor will be entitled to initiate no more than four (4) Demand Registrations (including the Short-Form Registration permitted pursuant to Section 4.12(a)(3)), and the Registering Entity Company will not be obligated to effect more than five registrations pursuant one Demand Registration in any six month period. Upon filing a Registration Statement, the Company will use its reasonable best efforts to this Section 2, provided that keep such Registration Statement effective with the SEC at all times until the Investor or any transferee who would require such registration to effect a sale of the Registrable Securities no longer holds the Registrable Securities. No request for registration will not count for the purposes of the limitations in this limitation Section 4.12(a)(2) if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine Investor determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) request due to marketing conditions or regulatory reasons relating to the proposed registrationCompany, (ii) the Registration Statement relating to such request is not declared effective within 120 180 days of the date such registration statement Registration Statement is first filed with the CommissionSEC (other than solely by reason of the Investor having refused to proceed) and the Investor withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) if, after prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investor’s reasonable satisfaction within thirty days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 10% of the Registrable Securities requested by the Investor to be included in such registrationthe registration are not so included pursuant to Section 4.12(a)(6), other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(gInvestor). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a4.12(a)(1) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPOThe Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Registering Entity Company will not be obligated to effect more than five registrations pursuant a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to this Section 2the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, provided that a unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will not count for the purposes of the limitations in this limitation Section 1(b) if (i) the Holders of a majority of Registrable Securities covered by a particular registration Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registrationregistration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 120 180 days of the date such registration statement Registration Statement is first filed with the CommissionCommission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) if, after prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registrationregistration are not so included pursuant to Section 1(f), other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holdersany member of such Requesting Holder(s), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a1(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPONotwithstanding anything to the contrary set forth in Section 3(a), the Registering Entity will Company shall not be obligated to effect file a Registration Statement with respect to a Demand Registration (i) upon a request by the Wand Investors (taken together), more than five registrations twice or upon a request by the AAM Investors (taken together), more than once, (ii) upon a request by an Initiating Holder that is a Capital Z Shareholder, if Registrable Securities having an aggregate market value of less than $15,000,000 owned by all Capital Z Shareholders participating in such registration are proposed to be included in the Demand Registration, which net market value will be the product of such number of Registrable Securities times the proposed per share offering price, minus any underwriting commissions or discounts or transfer taxes (provided that the limitation set forth in this clause (ii) shall not be in effect at any time a Capital Z Shareholder's Registrable Securities are not able to be sold under Rule 144 under the Securities Act (or any successor provision then in effect) because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's outside counsel (which shall be reasonably acceptable to the Initiating Holder) delivers a written opinion of counsel to such Initiating Holder to the effect that such holders' Registrable Securities may be publicly offered and sold without registration under the Securities Act); (iii) if the Company has any other Registration Statement on file which has not yet been declared effective or (iv) within a period of 180 days after the effective date of any registration statement of the Company. In addition, if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries (a "Valid Business Reason"), the Company may (x) postpone the filing of a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than 90 days and (y) in the event that a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Company's Board of Directors (such majority to include at least one director nominated by Capital Z), may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice to the Selling Holders of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing pursuant to this paragraph more than once in any 12-month period. Each Selling Holder agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession, of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall give any notice of postponement or withdrawal of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event later than 90 days after the date of the postponement), use its reasonable best efforts to promptly effect the registration under the Securities Act of the Registrable Securities covered by the postponed or withdrawn registration statement in accordance with this Section 23 (unless the Initiating Holder delivering the Demand Registration request shall have withdrawn such request, provided that a request for in which case the Company shall not be considered to have effected an effective registration will not count for the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date such registration statement is first filed with the Commission, (iii) if, after such Registration Statement becomes effective, such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold Agreement and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity Initiating Holders shall not be required considered to file and cause to become effective more than one registration statement in have exercised any six month periodof its rights under Section 3(a)).

Limitation on Demand Registrations. Following an IPO, the Registering Entity (i) The Company will not be obligated to effect any Demand Registrations until the first anniversary of the consummation of a Qualified Public Offering, as defined in the Securities Purchase Agreement. The Company will not be required to effect more than five registrations pursuant one Demand Registration hereunder. The Company will be obligated to this Section 2, provided pay all Registration Expenses (as that term is defined in sec.8 hereof) of each such registration which constitutes a request Demand Registration for registration will not count for the purposes of this limitation if sec.2. (iii) The Company shall not be obligated or required to effect any Demand Registration of any Registrable Securities pursuant to sec.2(a) hereof unless and until the Holders of a majority holders of Registrable Securities covered by a particular registration determine shall have requested, pursuant to sec.2(a)(ii) hereof, the inclusion in good faith to withdraw such Demand Registration of not less than thirty percent (prior to the effective date of the Registration Statement relating to such request30%) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date such registration statement is first filed with the Commission, (iii) if, after such Registration Statement becomes effective, such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested outstanding at the time of such request. (iii) Any registration initiated by holders of Registrable Securities as a Demand Registration pursuant to be sec.2(a) hereof shah not, for purposes of this sec.2, count as a Demand Registration unless and until such registration shall have become effective and all Registrable Securities included in such registration, other than and which were actually offered for sale by reason the holder thereof, shall have been actually sold. (iv) The Company shall not be obligated or required to effect any Demand Registration of any Registrable Securities pursuant to sec.2(a) hereof during the period commencing on the date falling one hundred eighty (180) days prior to the Company's estimated date of filing of, and ending on the date ninety (90) days following the effective date of, any registration statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of holders of Registrable Securities for such Holders withdrawing their request or terminating Demand Registration pursuant to sec.2(a)(i) hereof shall have been received by the offeringCompany after the Company shall have given to all holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; PROVIDED, HOWEVER, that the Company will use its best efforts in good faith to cause any such registration statement to be filed and to become effective as expeditiously as shall be reasonably possible. (v) the conditions The Company shall not be obligated or required to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result effect any Demand Registration of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the any Registrable Securities requested pursuant to be included in such registration is sold and the end sec.2(a) hereof for any 90-day period following receipt of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any written request for registration pursuant to Section 2(a) regardless if, in the good faith judgment of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one Board of Directors of the Company, the filing of any registration statement in any six month periodduring such 90-day period would adversely affect a material proposed or pending acquisition, merger or other similar corporate event to which the Company is or expects to be a party.

Limitation on Demand Registrations. Following an IPOThe aggregate number of Demand Registrations using a Long-Form Registration Statement that may be requested by the Eligible Holders shall not exceed three (3), provided, that the Registering Entity will not be obligated Company shall have no obligations under this Agreement with respect to effect more than five registrations pursuant to this Section 2, provided that a any request for registration will not count for the purposes of this limitation a Demand Registration using a Long-Form Registration Statement if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Long-Form Registration Statement relating to a Demand Request has been declared effective by the SEC within the prior ninety (90) days or, in the case of any Short-Form Registration Statements filed within the prior ninety (90) days, such requestshorter period specified in any applicable lock-up agreement entered into with underwriters. If the Issuer has not been subject to the requirements of Section 12 or 15(d) of the proposed registrationExchange Act or has not filed all the material required to be filed pursuant to Section 13, 14 or 15(d) of the Exchange Act in the twelve calendar months following the IPO and is therefore not eligible to use Form S-3, the Eligible Holders may request one (ii1) additional Long-Form Registration Statement, subject to the timing restrictions set forth in this clause (b). The Eligible Holders may request an unlimited number of Demand Registrations using a Short-Form Registration Statement, provided, that the Company shall have no obligations under this Agreement with respect to any request for a Demand Registration using a Short-Form Registration Statement if a Short-Form Registration Statement relating to such request is not a Demand Request relating to an Underwritten Offering (other than a Block Trade) has been declared effective by the SEC within 120 days of the date such registration statement is first filed with the Commission, prior ninety (iii90) if, after such days. The Demanding Holders will be entitled to a demand a Long Form Registration Statement becomes effective, such Registration Statement becomes subject to any stop order, injunction or other order or requirement of only if the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% total offering price of the Registrable Securities requested to be included sold in such registrationoffering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders)aggregate, or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period$50 million.

Limitation on Demand Registrations. Following an IPOThe Investor will be entitled to initiate no more than three (3) Demand Registrations (including the Short-Form Registration permitted pursuant to Section 4.12(a)(3)), and the Registering Entity Company will not be obligated to effect more than five registrations pursuant one Demand Registration in any six month period. Upon filing a Registration Statement, the Company will use its reasonable best efforts to this Section 2, provided that keep such Registration Statement effective with the SEC at all times until the Investor or any transferee who would require such registration to effect a sale of the Registrable Securities no longer holds the Registrable Securities. No request for registration will not count for the purposes of the limitations in this limitation Section 4.12(a)(2) if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine Investor determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) request due to marketing conditions or regulatory reasons relating to the proposed registrationCompany, (ii) the Registration Statement relating to such request is not declared effective within 120 180 days of the date such registration statement Registration Statement is first filed with the CommissionSEC (other than solely by reason of the Investor having refused to proceed) and the Investor withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) if, after prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investor’s reasonable satisfaction within thirty days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 10% of the Registrable Securities requested by the Investor to be included in such registrationthe registration are not so included pursuant to Section 4.12(a)(6), other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(gInvestor). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a4.12(a)(1) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPOOther than as provided in Section 1(c), the Registering Entity Company will not be obligated to effect or pay the Registration Expenses of more than five two registrations requested by each of MassMutual (together with its Affiliates) and Jefferies (together with its Affiliates) pursuant to this Section 21, provided provided, however that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration for which the Company is required to pay Registration Expenses the number of Registrable Securities requested to be registered by the Holders by reason of Section 1(f); provided, further, that a request for registration will not count for the purposes of this limitation if (i) the Majority Holders of a majority of Registrable Securities covered by a particular registration the Registration determine in good faith to withdraw (x) such Registration Request prior to the filing of a Demand Registration Statement or (y) such Demand Registration Statement (prior to the effective date of the Demand Registration Statement relating to such request) due to (1) regulatory reasons, (2) because of a material adverse change in the proposed registrationbusiness, financial condition or prospects of the Company or (3) due to the exercise by the Company of its rights under Section 1(d) hereof, (ii) the Registration Statement relating to such request is not declared effective within 120 90 days (in any case where the Commission has no comments on the Registration Statement) or 180 days (in any case where the Commission has comments on the Registration Statement) of the date such registration statement is first filed with the CommissionCommission (other than solely by reason of Holders refusing to proceed) and the Majority Holders of the Registration withdraw such Registration Request prior to the effective date of the Demand Registration Statement relating to such request, (iii) if, after prior to the sale of at least 90% of the Registrable Securities included in the registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Majority Holders of the Registration within 30 days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 10% of the Registrable Securities requested by the Required Investor Holders to be included in such registrationthe registration are not so included pursuant to Section 1(f), other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Required Investor Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a1(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month periodabove until such limit is reached.

Limitation on Demand Registrations. Following an IPO, the Registering Entity The Company will not be obligated to effect more than five registrations pursuant to this Section 2, 1; provided that a request for registration will not count for the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date such registration statement is first filed with the Commission, (iii) if, after such Registration Statement becomes effective, such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is are sold and the end of the period described in Section 2(g1(g). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a1(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity Company shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. The Company shall not be obligated (i) to file a registration statement in respect of a Demand Registration pursuant to Section 2.1.1(a) within one hundred and eighty (180) days after the effective date of the IPO Registration Statement or (ii) to effect more than one Demand Registration in the period commencing one hundred and eighty (180) days after the effective date of the IPO Registration Statement and ending three hundred and sixty (360) days after the effective date of the IPO Registration Statement. Following an IPOthree hundred and sixty (360) days after the effective date of the IPO Registration Statement, each Holder will be entitled to initiate no more than one Demand Registration, and the Registering Entity will Company shall not be obligated to effect more than five registrations pursuant to this Section 2one Demand Registration, provided that a request for registration will not count for the purposes of this limitation if (i) the all Requesting Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date initial filing of the Registration Statement relating to such request) the proposed registrationregistration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 120 180 days of the date such registration statement Registration Statement is first filed with the CommissionSEC (other than solely by reason of the requesting Holder having refused to proceed) and such Requesting Holder withdraws its Demand Request prior to such Registration Statement being declared effective, (iii) if, after prior to the sale of at least 90% of the Registrable Shares included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Requesting Holder’s reasonable satisfaction within 30 days of the date of such order, (iv) the Holders are not able to register and sell at least 80% any of the Registrable Securities Shares requested by the Holder to be included in the registration are not so included pursuant to Section 2.1.5 and such registrationHolder does not make another request for registration for at least six months following such initial request, other than by reason (v) the Company is not obligated to file a registration statement pursuant to Section 2.1.1 (a) as a result of such Holders withdrawing their request because the Registrable Shares to be included in the registration statement do not have a market value of at least $50 million as required by the proviso to Section 2.1.1(b), or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier any member of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(grequesting Holders). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses registration expenses in connection with any request for registration pursuant to Section 2(a) 2.1.1 regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPO, the Registering Entity The Company will not be obligated to effect more than five two (2) registrations pursuant to this Section 21(a) or underwritten takedowns under a Shelf Registration Statement pursuant to Section 1(c) (each, provided a “Demand Registration”); provided, however, that a request for registration will not count for the purposes of this limitation if (i) the Required Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 the earlier of (x) 130 days of the receipt by the Company of the related Registration Request and (y) 90 days of the date such registration statement is first filed with the Commission, (iii) if, after prior to the sale of all of the Registrable Securities included in the registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% any of the Registrable Securities requested by the Required Holders to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offeringregistration are not so included pursuant to Section 1(f), (v) the conditions to closing specified in the any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Required Holders), or (vi) if the Registration Statement relating Company has breached any of its obligations hereunder with respect to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g)Demand Registration. Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a1(a) regardless of whether or not such request counts toward the limitation limitations set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month periodthis paragraph.

Limitation on Demand Registrations. Following an IPOEach Principal Investor will be entitled to initiate no more than two Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)), and, unless otherwise agreed by the Majority Principal Investors, the Registering Entity Company will not be obligated to effect more than five registrations pursuant to this Section 2one Demand Registration (other than Short-Form Registrations) in any six month period, provided that a request for registration will not count for the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine requesting Principal Investor determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registrationregistration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 120 180 days of the date such registration statement Registration Statement is first filed with the CommissionCommission (other than solely by reason of the requesting Principal Investor having refused to proceed) and such requesting Principal Investor withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) if, after prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the requesting Principal Investor’s reasonable satisfaction within 30 days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 20% of the Registrable Securities requested by the Principal Investor to be included in such registrationthe registration are not so included pursuant to Section 1(f), other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier any member of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(grequesting Principal Investor Group). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a1(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPO, the Registering Entity will (i) The Company shall not be obligated required, in the aggregate, to (A) effect more than five registrations four (4) Demand Registrations (or more than two (2) in any twelve (12)-month period or one (1) in any six (6)-month period) or (B) effect more than one (1) Demand Registration on Form S-1 (it being understood and agreed that the Company shall not be required to effect a Demand Registration on Form S-1 if the Company is S-3 eligible at such time with respect to the Registrable Securities requested to be registered by a Shareholder). (ii) The Company also shall not be required to file any registration statement or effect any Demand Registration if the Company has notified the Shareholder(s) requesting such Demand Registration, that, in the good faith judgment of the Company, due to any bona fide material financing of the Company or any pending material transaction or material event under consideration by the Company it would be materially detrimental to the Company for such registration to be effected or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of such Shareholder(s); provided that such right to delay a request shall be exercised by the Company not more than three (3) times in any twelve (12)-month period. If the Company postpones the filing of a prospectus or the effectiveness of a Registration Statement pursuant to this Section 24.1(b)(i), provided that a the Shareholder(s) requesting such Demand Registration will be entitled to withdraw the Registration Request and, if such request for is withdrawn, such registration request will not count for the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date such registration statement is first filed with the Commission, (iii) if, after such Registration Statement becomes effective, such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth abovein this Section 4.1(b). The Registering Entity shall not be required No Demand Registration will count for the purposes of the limitations in this Section 4.1(b) unless the registration has been declared or ordered effective by the Commission and remains continuously effective until (I) in the case of a Shelf Registration, the date on which all Registrable Securities covered thereby have been sold pursuant to file such registration (or if earlier, the first date on which no Registrable Securities remain outstanding) and cause to become effective more than one (II) in the case of a registration statement that does not relate to a Shelf Registration, the earlier of (x) the date on which all Registrable Securities covered thereby have been sold pursuant to such registration (or if earlier, the first date on which no Registrable Securities remain outstanding) and (y) the close of business on the one hundred and twentieth (120th) day after such registration has been declared or ordered effective by the Commission, subject, in any six month periodthe case of clauses (I) and (II), to Section 4.1(c).

Limitation on Demand Registrations. Following an IPO, the Registering Entity Shareholders will not be obligated entitled to effect initiate no more than five registrations pursuant to this Section 2, provided that a three (3) Demand Registrations. No request for registration will not count for the purposes of the limitations in this limitation Section 3.1(b)(ii) if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine relevant Shareholder Group Member determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) request due to adverse business developments at the proposed registrationCompany that were not known to Shareholders at the time of the request to initiate such registration proceedings, (ii) the Registration Statement relating to such request is not declared effective within 120 one hundred eighty (180) days of the date such registration statement Registration Statement is first filed with the CommissionCommission (other than solely by reason of the relevant Shareholder Group Member having refused to proceed) and Shareholders withdraw their Registration Request prior to such Registration Statement being declared effective, (iii) if, after prior to the sale of at least ninety percent (90%) of the Registrable Securities included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court Governmental Authority for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to Shareholders’ reasonable satisfaction within thirty (30) days of the date of such order, (iv) the Holders are not able to register and sell at least 80% more than fifteen percent (15%) of the Registrable Securities requested by Shareholders to be included in such registrationthe registration are not so included pursuant to Section 3.1(e), other than by reason of such Holders withdrawing their request or terminating the offering, (v) the v)the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(grelevant Shareholder Group Member). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for a registration pursuant to Section 2(a3.1(b)(i) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPO, the Registering Entity will (a) The Company may delay making a filing of a Registration Statement in respect of a Demand Registration by not be obligated to effect more than five registrations ninety (90) days past the time the Company would otherwise be required to file such Registration Statement if the Company, prior to the time it would otherwise have been required to file such Registration Statement pursuant to this Section 2, provided that Article 2 in connection with a request for registration will not count for Demand Request determines in the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date judgment of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days Board of Directors of the date such registration statement is first filed with Company that the Commission, (iii) if, after filing of such Registration Statement becomes effectivewould be seriously detrimental to the Company or would otherwise materially adversely affect a material transaction, such as a financing, acquisition, disposition or merger (a "Valid Business Reason"); provided, however, that such right to delay the -------- filing of such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to shall be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder exercised by the Holders), or Company not more than once in any twelve-month (vi12-month) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold period and the end of Company shall only have the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request right to delay such filing for registration pursuant to Section 2(aonly so long as such Valid Business Reason exists. (b) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity Company shall not be required to file effect any Demand Registration: (i) prior to the six (6) month anniversary of the IPO; (ii) in response to a request from any Requesting Holder(s) within six (6) months after the effective date of a Registration Statement relating to a prior Demand Registration or within six (6) months after the effective date of any other Registration Statement effected by the Company for a public offering of Common Stock or ADSs; (iii) after the Company has, in response to requests for Demand Registrations from any Requesting Holder, or any Requesting Holder's predecessors in interest pursuant to this Article 2, effected the registration of Registrable Securities and cause has sold such Registrable Securities on at least three (3) prior occasions; provided, that for --------- purposes of determining the number of Demand Registrations effected by a Requesting Holder and its predecessors in interest, (a) Eco Telecom and Persons acquiring Registrable Securities directly or indirectly from Eco Telecom (including, without limitation, any transferee or assignee who obtains registration rights pursuant to become effective more than the terms of this Agreement) shall count as one Requesting Holder, (b) Telenor and Persons acquiring Registrable Securities directly or indirectly from Telenor (including, without limitation, any transferee or assignee who obtains registration statement rights pursuant to the terms of this Agreement) shall count as one Requesting Holder and (c) VIP and Persons acquiring Registrable Securities directly or indirectly from VIP shall count as one Requesting Holder; (iv) if, in the good faith judgment of the Board of Directors of the Company, in connection with such registration, the shareholders of the Company not participating in such registration would be afforded the right under applicable law to require the Company to repurchase their shares of Common Stock and such purchase obligation would be materially detrimental to the Company's financial position, business and/or strategic plans; or (v) with respect to any six month periodDemand Registration that is underwritten pursuant to the terms hereunder, if the Company is unable, after good faith efforts, to retain an underwriter in accordance with Section 2.4 hereof.

Limitation on Demand Registrations. Following an IPOInvestors, collectively, will be entitled to initiate no more than one (1) registration under the Registering Entity Securities Act in each calendar year of all or part of the Registrable Shares owned by them, and the Company will not be obligated to effect more than five registrations pursuant one Demand Registration in any calendar year. Upon filing a Registration Statement, the Company will use its reasonable best efforts to this Section 2, provided that keep such Registration Statement effective with the SEC at all times until each Investor who would require such registration to effect a sale of the Registrable Shares no longer holds the Registrable Shares. No request for registration will not count for the purposes of the limitations in this limitation Section if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine Investor determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) request due to marketing conditions or regulatory reasons relating to the Company (provided that this clause shall cease to apply if the Investor has previously withdrawn a proposed registration), (ii) the Registration Statement relating to such request is not declared effective within 120 210 days of the date such registration statement Registration Statement is first filed with the CommissionSEC (other than by reason of the Investor having refused to proceed or provide any required information for inclusion therein) and the Investor withdraws the Registration Request prior to such Registration Statement being declared effective, or (iii) if, after prior to the sale of at least 85% of the Registrable Shares included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reasonreason and the Company fails to have such stop order, (iv) injunction or other order or requirement removed, withdrawn or resolved to the Holders are not able to register and sell at least 80% Investor’s reasonable satisfaction within thirty days of the Registrable Securities requested to be included in such registration, other than by reason date of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g)order. Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a(A)(2) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPO, the Registering Entity will not be obligated to effect more than five registrations pursuant to this Section 2, provided that a A request for registration will not count for constitute the purposes use of this limitation a Registration Request pursuant to Section 1(a) if (i) the Holders of a majority of Registrable Securities covered by a particular registration Sixth Street Entities determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 ninety (90) days of the date such registration statement is first filed with the CommissionSEC, (iii) if, after prior to the sale of at least 90% of the Registrable Securities included in the registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency agency, quasi-governmental agent or self-regulatory body or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the holders of a majority of securities included in such registration statement within thirty (30) days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 20% of the Registrable Securities requested by the Sixth Street Entities to be included in the registration are not so included pursuant to Section 1(e); provided, that, notwithstanding the foregoing, the Sixth Street Entities shall nonetheless be permitted to include the number of Registrable Securities that the underwriter permits to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the HoldersSixth Street Entities), or (vi) if the Registration Statement relating to such request has Company did not remained effective until provide Full Cooperation in the earlier case of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g)an underwritten offering. Notwithstanding the foregoingforegoing but except if expressly prohibited by applicable law, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration Registration Request made pursuant to Section 2(a1(a) regardless of whether or not such request counts toward in the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month periodevent this provision applies.

Limitation on Demand Registrations. Following an IPOThe Investor will be entitled to initiate no more than two (2) Demand Registrations, and the Registering Entity Company will not be obligated to effect more than five registrations pursuant one Demand Registration in any six month period. Upon filing a Registration Statement, the Company will use its reasonable best efforts to this Section 2, provided that keep such Registration Statement effective with the SEC at all times until the Investor or any transferee who would require such registration to effect a sale of the Registrable Securities no longer holds the Registrable Securities. No request for registration will not count for the purposes of the limitations in this limitation Section 4.7(a)(2) if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine Investor determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such requestrequest due to marketing conditions or regulatory reasons relating to the Company (provided that this clause (i) the shall cease to apply if Investor has previously withdrawn a proposed registration), (ii) the Registration Statement relating to such request is not declared effective within 120 210 days of the date such registration statement Registration Statement is first filed with the CommissionSEC (other than by reason of the Investor having refused to proceed or provide any required information for inclusion therein) and the Investor withdraws the Registration Request prior to such Registration Statement being declared effective, (iii) if, after prior to the sale of at least 85% of the Registrable Securities included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investor’s reasonable satisfaction within thirty days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 25% of the Registrable Securities requested by the Investor to be included in such registrationthe registration are not so included pursuant to Section 4.7(a)(6), other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request request, if any, are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(gInvestor). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a4.7(a)(1) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPO, the Registering Entity The Shareholder Representative will not be obligated entitled to effect initiate no more than five registrations three (3) Demand Registrations (including Short-Form Registrations permitted pursuant to this Section 2, provided that a 6(a)(iii)). No request for registration will not count for the purposes of the limitations in this limitation Section 6(a)(ii) if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine Shareholder Representative determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) request due to marketing conditions or regulatory reasons relating to the proposed registrationCompany, (ii) the Registration Statement relating to such request is not declared effective within 120 one hundred and eighty (180) days of the date such registration statement Registration Statement is first filed with the CommissionSEC (other than solely by reason of the Shareholder Representative having refused to proceed) and the Shareholder Representative withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) if, after prior to the sale of at least ninety percent (90%) of the Registrable Securities included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency Governmental Entity or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Shareholder Representative’s reasonable satisfaction within thirty (30) days of the date of such order, (iv) the Holders are not able to register and sell at least 80% more than ten percent (10%) of the Registrable Securities requested by the Shareholder Representative to be included in such registrationthe registration are not so included pursuant to Section 6(a)(vi), other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(gShareholder Representative Group). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a6(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPOThe Investors will be entitled to initiate no more than six (6) Demand Registrations, and the Registering Entity Company will not be obligated to effect more than five registrations pursuant one Demand Registration in any six month period. Upon filing a Registration Statement, the Company will use its reasonable best efforts to this Section 2, provided that keep such Registration Statement effective with the SEC at all times until the Investors or any transferee who would require such registration to effect a sale of the Registrable Securities no longer holds the Registrable Securities. No request for registration will not count for the purposes of the limitations in this limitation Section 4.9(a)(2) if (i) the Holders of a majority of Registrable Securities covered by a particular registration Investors determine in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such requestrequest due to marketing conditions or regulatory reasons relating to the Company (provided that this clause (i) the shall cease to apply to any Investor that has previously withdrawn a proposed registration), (ii) the Registration Statement relating to such request is not declared effective within 120 180 days of the date such registration statement Registration Statement is first filed with the CommissionSEC (other than solely by reason of the Investors having refused to proceed or provide any required information for inclusion therein) and the Investors withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) if, after prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investors’ reasonable satisfaction within thirty days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 25% of the Registrable Securities requested by the Investors to be included in such registrationthe registration are not so included pursuant to Section 4.9(a)(6), other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(gInvestors). Notwithstanding the foregoing, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a4.9(a)(1) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. Following an IPO, the Registering Entity will (a) The Company may delay making a filing of a Registration Statement in respect of a Demand Registration by not be obligated to effect more than five registrations ninety (90) days past the time the 7 11 Company would otherwise be required to file such Registration Statement if the Company, prior to the time it would otherwise have been required to file such Registration Statement pursuant to this Section 2, provided that Article 2 in connection with a request for registration will not count for Demand Request determines in the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date judgment of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days Board of Directors of the date such registration statement is first filed with Company that the Commission, (iii) if, after filing of such Registration Statement becomes effectivewould be seriously detrimental to the Company or would otherwise materially adversely affect a material transaction, such as a financing, acquisition, disposition or merger (a "VALID BUSINESS REASON"); provided, however, that such right to delay the filing of such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to shall be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder exercised by the Holders), or Company not more than once in any twelve-month (vi12-month) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold period and the end of Company shall only have the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request right to delay such filing for registration pursuant to Section 2(aonly so long as such Valid Business Reason exists. (b) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity Company shall not be required to file effect any Demand Registration: (i) prior to the six (6) month anniversary of the IPO; (ii) in response to a request from any Requesting Holder(s) within six (6) months after the effective date of a Registration Statement relating to a prior Demand Registration or within six (6) months after the effective date of any other Registration Statement effected by the Company for a public offering of Common Stock or ADSs; (iii) after the Company has, in response to requests for Demand Registrations from any Requesting Holder, or any Requesting Holder's predecessors in interest pursuant to this Article 2, effected the registration of Registrable Securities and cause has sold such Registrable Securities on at least three (3) prior occasions; provided, that for purposes of determining the number of Demand Registrations effected by a Requesting Holder and its predecessors in interest, (a) Eco Telecom and Persons acquiring Registrable Securities directly or indirectly from Eco Telecom (including, without limitation, any transferee or assignee who obtains registration rights pursuant to become effective more than the terms of this Agreement) shall count as one Requesting Holder, (b) Telenor and Persons acquiring Registrable Securities directly or indirectly from Telenor (including, without limitation, any transferee or assignee who obtains registration statement rights pursuant to the terms of this Agreement) shall count as one Requesting Holder and (c) VIP and Persons acquiring Registrable Securities directly or indirectly from VIP shall count as one Requesting Holder; (iv) if, in the good faith judgment of the Board of Directors of the Company, in connection with such registration, the shareholders of the Company not participating in such registration would be afforded the right under applicable law to require the Company to repurchase their shares of Common Stock and such purchase obligation would be materially detrimental to the Company's financial position, business and/or strategic plans; or (v) with respect to any six month periodDemand Registration that is underwritten pursuant to the terms hereunder, if the Company is unable, after good faith efforts, to retain an underwriter in accordance with Section 2.4 hereof.

Limitation on Demand Registrations. Following an IPO, the Registering Entity will The Company shall not be obligated to effect prepare and file with the Commission more than five registrations three Demand Registration Statements pursuant to this Demand Registration Requests delivered by Stockholders pursuant to Section 2, provided that a request for registration will 2.1(a)(x) and shall not count for be obligated to prepare and file with the Commission more than two Demand Registration Statements pursuant to Demand Registration Requests delivered by Warrantholders pursuant to Section 2.1(a)(y). For purposes of this limitation if (i) the Holders of preceding sentence, a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Demand Registration Statement relating shall not be deemed to such requesthave been effected (a) the proposed registration, (ii) the Registration Statement relating to such request is not unless and until a registration statement with respect thereto has been declared effective within 120 days by order of the date such registration statement is first filed with the Commission, (iiib) if, if after such Registration Statement becomes registration statement has become effective, such Registration Statement becomes subject to registration or the related offer, sale or distribution of Registrable Securities thereunder is suspended by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reasonreason not attributable to any of the Selling Holders and such suspension is not thereafter eliminated, or (ivc) if the Holders conditions to closing specified in any underwriting agreement containing usual and customary terms entered into in connection with such registration are not able to register and sell at least 80% of the Registrable Securities requested to be included in such registrationsatisfied or waived, other than by reason of such Holders withdrawing their request or terminating a failure on the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result part of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier any of the time when all the Registrable Securities requested Selling Holders. The Company's obligation to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for effect a given demand registration pursuant to Section 2(a2.1 shall be deemed to have been satisfied upon the earlier of (i) regardless the date as of whether or not which all of the Registrable Securities included therein shall have been disposed of pursuant to the Demand Registration Statement, and (ii) the date as of which such request counts toward the limitation set forth above. The Registering Entity Demand Registration Statement shall not be required to file and cause to become effective more than one registration statement in any six month periodhave been Continuously Effective for a period of 90 days.

Limitation on Demand Registrations. Following an IPO, the Registering Entity will The Company ---------------------------------- shall not be obligated to effect prepare and file with the Commission more than five registrations three Demand Registration Statements pursuant to this Demand Registration Requests delivered by Stockholders pursuant to Section 2, provided that a request for registration will 2.1(a)(x) and shall not count for be obligated to prepare and file with the Commission more than two Demand Registration Statements pursuant to Demand Registration Requests delivered by Warrantholders pursuant to Section 2.1(a)(y). For purposes of this limitation if (i) the Holders of preceding sentence, a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Demand Registration Statement relating shall not be deemed to such requesthave been effected (a) the proposed registration, (ii) the Registration Statement relating to such request is not unless and until a registration statement with respect thereto has been declared effective within 120 days by order of the date such registration statement is first filed with the Commission, (iiib) if, if after such Registration Statement becomes registration statement has become effective, such Registration Statement becomes subject to registration or the related offer, sale or distribution of Registrable Securities thereunder is suspended by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reasonreason not attributable to any of the Selling Holders and such suspension is not thereafter eliminated, or (ivc) if the Holders conditions to closing specified in any underwriting agreement containing usual and customary terms entered into in connection with such registration are not able to register and sell at least 80% of the Registrable Securities requested to be included in such registrationsatisfied or waived, other than by reason of such Holders withdrawing their request or terminating a failure on the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result part of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier any of the time when all the Registrable Securities requested Selling Holders. The Company's obligation to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for effect a given demand registration pursuant to Section 2(a2.1 shall be deemed to have been satisfied upon the earlier of (i) regardless the date as of whether or not which all of the Registrable Securities included therein shall have been disposed of pursuant to the Demand Registration Statement, and (ii) the date as of which such request counts toward the limitation set forth above. The Registering Entity Demand Registration Statement shall not be required to file and cause to become effective more than one registration statement in any six month periodhave been Continuously Effective for a period of 90 days.

Limitation on Demand Registrations. Following an IPO, the Registering Entity will (i) The Company shall not be obligated required to (A) effect more than five registrations six (6) Demand Registrations (or more than three (3) in any twelve (12)-month period) or (B) effect more than three (3) Demand Registrations on Form S-1 (or more than one (1) in any twelve (12)-month period) (it being understood and agreed that the Company shall not be required to effect a Demand Registration on Form S-1 if the Company is S-3 eligible at such time and can successfully effectuate a Shelf Registration (including, if requested, an Underwritten Shelf Takedown thereunder) at such time with respect to the Registrable Securities requested to be registered by the Investors Group). No Demand Registration will count for the purposes of the limitations in this Section 4.1(b) unless the registration has been declared or ordered effective by the Commission and remains continuously effective until (I) in the case of a Shelf Registration, the date on which all Registrable Securities covered thereby have been sold pursuant to such registration (or if earlier, the first date on which no Registrable Securities remain outstanding) and (II) in the case of a registration statement that does not relate to a Shelf Registration, the earlier of (x) the date on which all Registrable Securities covered thereby have been sold pursuant to such registration (or if earlier, the first date on which no Registrable Securities remain outstanding) and (y) the close of business on the one hundred and eightieth (180th) day after such registration has been declared or ordered effective by the Commission. (ii) The Company also shall not be required to effect any Demand Registration if the Company has notified the Investors Group that, in the good faith judgment of the Company, due to a pending material transaction or material event (other than the Demand Registration that is the subject of such Registration Request) it would be materially detrimental to the Company for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than thirty (30) days after receipt of the request of the Investors Group; provided that such right to delay a request shall be exercised by the Company not more than three (3) times in any twelve (12)-month period and not more than once in any four (4)-month period. If the Company postpones the filing of a prospectus or the effectiveness of a Registration Statement pursuant to this Section 24.1(b)(ii) , provided that a the Investors Group will be entitled to withdraw its Registration Request and, if such request for is withdrawn, such registration request will not count for the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date such registration statement is first filed with the Commission, (iii) if, after such Registration Statement becomes effective, such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month periodthis Section 4.1(b).

Limitation on Demand Registrations. Following an IPO, the Registering Entity will not be obligated to effect more than five registrations pursuant to this Section 2, provided that a A request for registration will not count for constitute the purposes use of this limitation a Registration Request pursuant to Section 2(a) if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine Requesting Shareholder determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 ninety (90) days of the date such registration statement is first filed with the CommissionSEC, (iii) if, after prior to the sale of at least 90% of the Registrable Securities included in the registration relating to such Registration Statement becomes effectiverequest, such Registration Statement becomes subject to registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency agency, quasi-governmental agent or self-regulatory body or court for any reasonreason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the holders of a majority of securities included in such registration statement within thirty (30) days of the date of such order, (iv) the Holders are not able to register and sell at least 80more than 20% of the Registrable Securities requested by the Requesting Shareholder to be included in the registration are not so included pursuant to Section 2(e); provided, that, notwithstanding the foregoing, the Requesting Shareholder shall nonetheless be permitted to include the number of Registrable Securities that the underwriter permits to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the HoldersRequesting Shareholder), or (vi) if the Registration Statement relating to such request has Company did not remained effective until provide Full Cooperation in the earlier case of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g)an underwritten offering. Notwithstanding the foregoingforegoing but except if expressly prohibited by applicable law, the Registering Entity Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month periodapplication of this provision.