Common use of Limitation on Demand Registrations Clause in Contracts

Limitation on Demand Registrations. The 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 Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the 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, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (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) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such 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court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (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 breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The 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 InvestorFollowing an IPO, the Company Registering Entity will not be obligated to effect more than five registrations pursuant to this Section 2, provided that a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the 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, 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 Section 1(b) limitation if (i) the Requesting Holder(s) 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 due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 120 days of the date such Registration Statement registration statement is first filed with the Commission (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 effectiveCommission, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to if, after such requestRegistration Statement becomes effective, such registration is adversely affected by 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 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 orderreason, (iv) more than 10the Holders are not able to register and sell at least 80% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f)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 any member 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 Requesting Holder(s)registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Company Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a2(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 Lead Investor will be entitled to initiate no more Other than five Demand Registrations (other than Short-Form Registrations permitted pursuant to as provided in 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 Company will not be obligated to effect a Demand or pay the Registration during the six-month period following the date any other Company registration statement is declared effective Expenses of more than two registrations requested by each of Mass Mutual (together with respect its Affiliates), and Jefferies (together with its Affiliates), pursuant to this Section 1; 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 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, unless otherwise agreed registered by the Lead Investor and the Requisite Additional Investors. No Holders by reason of Section 1(f); provided, further, that a request for registration will not count for the purposes of the limitations in this Section 1(b) limitation if (i) the Requesting Holder(s) Majority Holders of 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) the proposed registration due to marketing or (1) regulatory reasons, (2) because of a material adverse change in the business, 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 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 registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused Holders refusing to proceed) and the Majority Holders of the Registration withdraw such Requesting Holder(s) withdraw the Registration Request prior to such the effective date of the Demand Registration Statement being declared effectiverelating to such request, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such 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 reason 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) Majority Holders of the Registration within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) the Required Investor Holders to be included in such the registration are not so included pursuant to Section 1(f), or (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 breach thereunder by any member of such Requesting Holder(s)the Required Investor Holders). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a) regardless of whether or not such request counts toward the limitation set forth aboveabove until such limit is reached.

Limitation on Demand Registrations. The Lead Investor At any time, the Shareholder will be entitled to initiate no more than five three Demand Registrations (other than including Short-Form Registrations permitted pursuant to Section 1(c10(a)(iii)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the 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, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b10(a)(ii) if (i1) the Requesting Holder(s) 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 request) the proposed registration request due to marketing conditions (but only if the Shareholder reimburses the Company for all fees with respect thereto) or regulatory reasonsreasons relating to the Company, (ii2) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of matters relating to the Requesting Holder(s) having refused to proceedShareholder) and such Requesting Holder(s) withdraw the Shareholder withdraws its Registration Request prior to such Registration Statement being declared effective, (iii3) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such 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 reason and the Company fails to have such stop order, injunction or other order or of requirement removed, withdrawn or resolved to the Shareholder’s reasonable satisfaction of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv4) more than 10% of the Registrable Securities requested by such Requesting Holder(s) the Shareholder to be included in such the registration are not so included pursuant to Section 1(f10(a)(vi), or (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 breach thereunder by any member of such Requesting Holder(sthe Shareholder)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor will Company shall not be entitled obligated (i) to initiate no more than five file a registration statement in respect of a Demand Registrations (other than Short-Form Registrations permitted Registration pursuant to Section 1(c))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. The Requisite Additional Investors Following three hundred and sixty (360) days after the effective date of the IPO Registration Statement, each Holder will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by , and the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect more than one Demand Registration, provided that 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, 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 Section 1(b) limitation if (i) the all Requesting Holder(s) Holders determine in good faith to withdraw (prior to the effective date initial filing of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) requesting Holder having refused to proceed) and such Requesting Holder(s) withdraw the Registration Holder withdraws its Demand Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities Shares included in the applicable registration relating to such request, such 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 reason 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 of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% any of the Registrable Securities Shares requested by such Requesting Holder(s) the Holder to be included in such the registration are not so included pursuant to Section 1(f2.1.5 and such Holder does not make another request for registration for at least six months following such initial request, (v) the Company is not obligated to file a registration statement pursuant to Section 2.1.1(a) as a result of such 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 (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 breach thereunder by any member of such Requesting Holder(s)the requesting Holders). Notwithstanding the foregoing, the Company will pay all Registration Expenses registration expenses in connection with any request for registration pursuant to to Section 1(a) 2.1.1 regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The 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 Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the 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, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No A request for registration will count for not constitute the purposes use of the limitations in this a Registration Request pursuant to Section 1(b1(a) if (i) the Requesting Holder(s) determine Shareholder determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 ninety (90) days of the date such Registration Statement registration statement is first filed with the Commission (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 effectiveSEC, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such 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 reason 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(sholders of a majority of securities included in such registration statement within thirty (30) within 30 days of the date of such order, (iv) more than 1020% of the Registrable Securities requested by such Requesting Holder(s) the Shareholder to be included in such the registration are not so included pursuant to Section 1(f1(e); provided, or 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, (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 breach thereunder by any member the Shareholder), or (vi) the Company did not provide Full Cooperation in the case of such Requesting Holder(s))an underwritten offering. Notwithstanding the foregoingforegoing but except if expressly prohibited by applicable law, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a) regardless of whether or not such request counts toward the limitation set forth aboveapplication of this provision.

Limitation on Demand Registrations. The 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 Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. i) The Company shall not be obligated required to (A) effect more than five (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 aggregate expected gross proceeds expected to be received from the sale of the offering of Registrable Securities requested to be included in such Demand Registration equals or exceeds underwritten takedown are at least $100 million, unless otherwise agreed by 50 million or (D) cause any Demand Registration to become effective prior to the Lead Investor and first (1st) anniversary of the Requisite Additional InvestorsClosing Date. No request for registration Demand Registration or underwritten takedown will count for the purposes of the limitations in this Section 1(b5.1(b) if 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) the Requesting Holder(s) determine in good faith to withdraw (prior to the three years after its effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsdate, (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 5.1(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 relating pursuant to this Section 5.1(b)(ii), an Investor or Investors will be entitled to withdraw its or their Registration Request and, if such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (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) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such requestwithdrawn, such registration is adversely affected by any stop order, injunction or other order or requirement request will not count for the purposes of the Commission or other governmental agency or court for any reason 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) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (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 breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth abovein this Section 5.1(b).

Limitation on Demand Registrations. The Lead Investor will Company shall not be entitled obligated (i) to initiate no more than five file a registration statement in respect of a Demand Registrations (other than Short-Form Registrations permitted Registration pursuant to Section 1(c))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. The Requisite Additional Investors Following three hundred and sixty (360) days after the effective date of the IPO Registration Statement, each Holder will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by , and the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect more than one Demand Registration, provided that 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, 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 Section 1(b) limitation if (i) the all Requesting Holder(s) Holders determine in good faith to withdraw (prior to the effective date initial filing of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) requesting Holder having refused to proceed) and such Requesting Holder(s) withdraw the Registration Holder withdraws its Demand Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities Shares included in the applicable registration relating to such request, such 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 reason 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 of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% any of the Registrable Securities Shares requested by such Requesting Holder(s) the Holder to be included in such the registration are not so included pursuant to Section 1(f2.1.5 and such Holder does not make another request for registration for at least six months following such initial request, (v) the Company is not obligated to file a registration statement pursuant to Section 2.1.1 (a) as a result of such 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 (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 breach thereunder by any member of such Requesting Holder(s)the requesting Holders). Notwithstanding the foregoing, the Company will pay all Registration Expenses registration expenses in connection with any request for registration pursuant to to Section 1(a) 2.1.1 regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five four (4) Demand Registrations (other than including the Short-Form Registrations Registration permitted pursuant to Section 1(c4.12(a)(3)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, and the Company will not be obligated to effect a more than one Demand Registration during in any six month period. Upon filing a Registration Statement, the six-month period following the date any other Company registration statement is declared will use its reasonable best efforts to keep such Registration Statement effective with respect to the SEC at all times until the Investor or any transferee who would require such 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, unless otherwise agreed by no longer holds the Lead Investor and the Requisite Additional InvestorsRegistrable Securities. No request for registration will count for the purposes of the limitations in this Section 1(b4.12(a)(2) if (i) the Requesting Holder(s) 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) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Investor having refused to proceed) and such Requesting Holder(s) withdraw the Investor withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such 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 reason 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 of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) the Investor to be included in such the registration are not so included pursuant to Section 1(f4.12(a)(6), or (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 breach thereunder by any member of such Requesting Holder(s)the Investor). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a4.12(a)(1) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The 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 Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. i) The Company shall not be obligated required to (A) effect more than 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 aggregate expected gross proceeds expected to be received from the sale of the offering of Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 millionunderwritten takedown are at least 0.5% of then-outstanding Shares, unless otherwise agreed by (C) cause any Demand Registration to become effective prior to the Lead Investor and the Requisite Additional InvestorsDemand Rights Commencement Date, or (D) effect a Demand Registration if within 120 days of any other Demand Registration. No request for registration Demand Registration or underwritten takedown will count for the purposes of the limitations in this Section 1(b4.1(b) if 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) the Requesting Holder(sthree (3) determine in good faith to withdraw (prior to the years after its effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsdate, (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 relating 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), 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 is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (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) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such requestwithdrawn, such registration is adversely affected by any stop order, injunction or other order or requirement request will not count for the purposes of the Commission or other governmental agency or court for any reason 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) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (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 breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth abovein this Section 4.1(b).

Limitation on Demand Registrations. The 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 Company will not be obligated to effect more than five registrations pursuant to this Section 1; provided that a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the 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, 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 Section 1(b) limitation if (i) the Requesting Holder(s) 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 due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 120 days of the date such Registration Statement registration statement is first filed with the Commission (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 effectiveCommission, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to if, after such requestRegistration Statement becomes effective, such registration is adversely affected by 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 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 orderreason, (iv) more than 10the Holders are not able to register and sell at least 80% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f)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 any member 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 Requesting Holder(s)registration are sold and the end of the period described in Section 1(g). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above. The 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 Lead Investor Shareholder Representative will be entitled to initiate no more than five three (3) Demand Registrations (other than including Short-Form Registrations permitted pursuant to Section 1(c6(a)(iii)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the 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, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b6(a)(ii) if (i) the Requesting Holder(s) 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) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company, (ii) the Registration Statement relating to such request is not declared effective within 180 one hundred and eighty (180) days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Shareholder Representative having refused to proceed) and such Requesting Holder(s) withdraw the Shareholder Representative withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least ninety percent (90% %) of the Registrable Securities included in the applicable registration relating to such request, such 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 reason 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 of the Requesting Holder(swithin thirty (30) within 30 days of the date of such order, (iv) more than ten percent (10% %) of the Registrable Securities requested by such Requesting Holder(s) the Shareholder Representative to be included in such the registration are not so included pursuant to Section 1(f6(a)(vi), or (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 breach thereunder by any member of such Requesting Holder(s)the Shareholder Representative Group). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a6(a) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. (a) The 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 Company will not be obligated to effect may delay making a filing of a Registration Statement in respect of a Demand Registration during by not more than ninety (90) days past the sixtime 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 Article 2 in connection with a Demand Request determines in the good faith judgment of the Board of Directors of the Company that the filing of such Registration Statement would 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 shall be exercised by the Company not more than once in any twelve-month (12-month) period following and the date any other Company registration statement is declared effective with respect shall only have the right to the registration of Common Shares. delay such filing for only so long as such Valid Business Reason exists. (b) The Company shall not be obligated required to effect a any 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, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b) if Registration: (i) prior to the six (6) month anniversary of the IPO; (ii) in response to a request from any Requesting Holder(s) determine in good faith to withdraw within six (prior to 6) months after the effective date of the a Registration Statement relating to such requesta prior Demand Registration or within six (6) months after the proposed registration due to marketing or regulatory reasons, (ii) the effective date of any other Registration Statement relating to such request is not declared effective within 180 days effected by the Company for a public offering of the date such Registration Statement is first filed with the Commission (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, 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 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 the sale terms of at least 90% of the this Agreement) shall count as one Requesting Holder, (b) Telenor and Persons acquiring Registrable Securities included in the applicable directly or indirectly from Telenor (including, without limitation, any transferee or assignee who obtains registration relating to such 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 reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved rights pursuant to the reasonable satisfaction terms of the this Agreement) shall count as one Requesting Holder(sHolder and (c) within 30 days of the date of such order, VIP and Persons acquiring Registrable Securities directly or indirectly from VIP shall count as one Requesting Holder; (iv) more than 10% if, in the good faith judgment of the Registrable Securities requested by Board of Directors of the Company, in connection with such Requesting Holder(s) to be included registration, the shareholders of the Company not participating in such registration are not so included pursuant would be afforded the right under applicable law to Section 1(f)require the Company to repurchase their shares of Common Stock and such purchase obligation would be materially detrimental to the Company's financial position, or business and/or strategic plans; or (v) with respect to any Demand Registration that is underwritten pursuant to 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 breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoingterms hereunder, if the Company will pay all Registration Expenses is unable, after good faith efforts, to retain an underwriter in connection accordance with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above2.4 hereof.

Limitation on Demand Registrations. (i) The 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 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 one Demand Registration hereunder. The Company will be obligated to pay all Registration Expenses (as that term is defined in sec.8 hereof) of each such registration which constitutes a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration for purposes of Common Shares. this sec.2. (ii) 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 Registrable Securities shall have requested, pursuant to sec.2(a)(ii) hereof, the inclusion in such Demand Registration of not less than thirty percent (30%) of the Registrable Securities outstanding at the time of such request. (iii) Any registration initiated by holders of Registrable Securities as a Demand Registration pursuant to sec.2(a) hereof shah not, for purposes of this sec.2, count as a Demand Registration unless the aggregate proceeds expected to be received from the sale of the and until such registration shall have become effective and all Registrable Securities requested to be included in such registration, and which were actually offered for sale by the holder thereof, shall have been actually sold. (iv) The Company shall not be obligated or required to effect any Demand Registration equals or exceeds $100 millionof 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, unless otherwise agreed and ending on the date ninety (90) days following the effective date of, any registration statement pertaining to any underwritten registration initiated by the Lead Investor and the Requisite Additional Investors. No request for registration will count Company, for the purposes account of the limitations in this Section 1(bCompany, if the written request of holders of Registrable Securities for such Demand Registration pursuant to sec.2(a)(i) if (i) hereof shall have been received by the Requesting Holder(s) determine Company 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 withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (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) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, cause any 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 reason 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) more than 10% of the Registrable Securities requested by such Requesting Holder(s) statement to be included in such registration are not so included pursuant filed and to Section 1(f), or 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 effect any Demand Registration of any Registrable Securities pursuant to such request are not satisfied (other than as a result sec.2(a) hereof for any 90-day period following receipt of a material default or breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any written request for registration pursuant to Section 1(a) regardless if, in the good faith judgment of whether the Board of Directors of the Company, the filing of any registration statement during such 90-day period would adversely affect a material proposed or not such request counts toward pending acquisition, merger or other similar corporate event to which the limitation set forth aboveCompany is or expects to be a party.

Limitation on Demand Registrations. The Lead Investor 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 Company shall have no obligations under this Agreement with respect to any request for a Demand Registration using a Long-Form Registration Statement if a 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 shorter 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 Exchange 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 (1) 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 a Demand Request relating to an Underwritten Offering (other than a Block Trade) has been declared effective by the SEC within the prior ninety (90) days. The Demanding Holders will be entitled to initiate no more than five Demand Registrations (other than Short-a demand a Long 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 Registration Statement only if the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the 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 total offering price of the Registrable Securities requested to be included sold in such Demand Registration equals or exceeds $100 millionoffering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (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) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such requestaggregate, 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 reason 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) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (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 breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above$50 million.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five three (3) Demand Registrations (other than including the Short-Form Registrations Registration permitted pursuant to Section 1(c4.12(a)(3)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, and the Company will not be obligated to effect a more than one Demand Registration during in any six month period. Upon filing a Registration Statement, the six-month period following the date any other Company registration statement is declared will use its reasonable best efforts to keep such Registration Statement effective with respect to the SEC at all times until the Investor or any transferee who would require such 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, unless otherwise agreed by no longer holds the Lead Investor and the Requisite Additional InvestorsRegistrable Securities. No request for registration will count for the purposes of the limitations in this Section 1(b4.12(a)(2) if (i) the Requesting Holder(s) 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) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Investor having refused to proceed) and such Requesting Holder(s) withdraw the Investor withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such 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 reason 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 of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) the Investor to be included in such the registration are not so included pursuant to Section 1(f4.12(a)(6), or (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 breach thereunder by any member of such Requesting Holder(s)the Investor). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a4.12(a)(1) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor will If the Conflicts Committee determines in good faith that the Demand Registration would be entitled materially detrimental to initiate no 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 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 three months after receipt of a Holder’s request for a Demand Registration. Unless otherwise agreed by Except as provided in the Lead Investorpreceding sentence, the Company will Partnership shall be deemed not be obligated to effect a 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 during the six-month period following the date any other Company registration statement is declared effective with respect pursuant to the 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, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b) if 7.13(b), the Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the Requesting Holder(s) determine in good faith to withdraw (prior securities subject to the effective date of Demand Registration under the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (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) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such 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 reason 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 securities laws of such orderstates as the Holders shall reasonably request; provided, (iv) more than 10% however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of the Registrable Securities requested by such Requesting Holder(s) process or to be included taxation or qualification to do business as a foreign corporation or partnership doing business in such registration are not so included pursuant to Section 1(f), or (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 breach thereunder by any member public sale of such Requesting Holder(s))Partnership Securities in such states. Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation Except as set forth abovein 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.

Limitation on Demand Registrations. The 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 Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the 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, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No A request for registration will count for not constitute the purposes use of the limitations in this a Registration Request pursuant to Section 1(b1(a) if (i) the Requesting Holder(s) 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 due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 ninety (90) days of the date such Registration Statement registration statement is first filed with the Commission (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 effectiveSEC, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such 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 reason 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(sholders of a majority of securities included in such registration statement within thirty (30) within 30 days of the date of such order, (iv) more than 1020% of the Registrable Securities requested by such Requesting Holder(s) the Sixth Street Entities to be included in such the registration are not so included pursuant to Section 1(f1(e); provided, or 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, (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 breach thereunder by any member the Sixth Street Entities), or (vi) the Company did not provide Full Cooperation in the case of such Requesting Holder(s))an underwritten offering. Notwithstanding the foregoingforegoing but except if expressly prohibited by applicable law, the Company will pay all Registration Expenses in connection with any request for registration Registration Request made pursuant to to Section 1(a) regardless of whether or not such request counts toward in the limitation set forth aboveevent this provision applies.

Limitation on Demand Registrations. The Lead Each Principal Investor will be entitled to initiate no more than five two 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 , and, unless otherwise agreed by the Lead InvestorMajority Principal Investors, the Company will not be obligated to effect a more than one Demand Registration during the six(other than Short-Form Registrations) in any six month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect period, provided that 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, 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 Section 1(b) limitation if (i) the Requesting Holder(s) 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 registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) requesting Principal Investor having refused to proceed) and such Requesting Holder(s) withdraw the requesting Principal Investor withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such 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 reason 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 of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 1020% of the Registrable Securities requested by such Requesting Holder(s) the Principal Investor to be included in such the registration are not so included pursuant to Section 1(f), or (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 breach thereunder by any member of such Requesting Holder(s)the requesting Principal Investor Group). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor Investors, collectively, will be entitled to initiate no more than five Demand Registrations one (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 1) registration under the Securities Act in each calendar year of all or part of the Registrable Shares owned by the Lead Investorthem, and the Company will not be obligated to effect a more than one Demand Registration during in any calendar year. Upon filing a Registration Statement, the six-month period following the date any other Company registration statement is declared will use its reasonable best efforts to keep such Registration Statement effective with respect to the SEC at all times until each Investor who would require such 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, unless otherwise agreed by Shares no longer holds the Lead Investor and the Requisite Additional InvestorsRegistrable Shares. No request for registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) 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) the proposed registration request due to marketing conditions or regulatory reasonsreasons 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 180 210 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Investor having refused to proceedproceed or provide any required information for inclusion therein) and such Requesting Holder(s) withdraw the Investor withdraws the Registration Request prior to such Registration Statement being declared effective, or (iii) prior to the sale of at least 9085% of the Registrable Securities Shares included in the applicable registration relating to such request, such 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 reason 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 of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (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 breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a(A)(2) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor Investors will be entitled to initiate no more than five six (6) 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 InvestorRegistrations, and the Company will not be obligated to effect a more than one Demand Registration during in any six month period. Upon filing a Registration Statement, the six-month period following the date any other Company registration statement is declared will use its reasonable best efforts to keep such Registration Statement effective with respect to the SEC at all times until the Investors or any transferee who would require such 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, unless otherwise agreed by no longer holds the Lead Investor and the Requisite Additional InvestorsRegistrable Securities. No request for registration will count for the purposes of the limitations in this Section 1(b4.9(a)(2) if (i) the Requesting Holder(s) Investors determine in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company (provided that this clause (i) 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 180 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Investors having refused to proceedproceed or provide any required information for inclusion therein) and such Requesting Holder(s) the Investors withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such 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 reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investors’ reasonable satisfaction of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv) more than 1025% of the Registrable Securities requested by such Requesting Holder(s) the Investors to be included in such the registration are not so included pursuant to Section 1(f4.9(a)(6), or (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 breach thereunder by any member of such Requesting Holder(s)the Investors). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a4.9(a)(1) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The 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 Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company ---------------------------------- shall not be obligated to effect prepare and file with the Commission more than three Demand Registration Statements pursuant to Demand Registration Requests delivered by Stockholders pursuant to Section 2.1(a)(x) and shall not 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 the preceding sentence, a Demand Registration Statement shall not be deemed to have been effected (a) unless the aggregate proceeds expected to be received from the sale and until a registration statement with respect thereto has been declared effective by order of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 millionCommission, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to after such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (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 statement has become effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration or the related offer, sale or distribution of Registrable Securities thereunder is adversely affected suspended by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails not attributable to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction any of the Requesting Holder(s) within 30 days of the date of Selling Holders and such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are suspension is not so included pursuant to Section 1(f)thereafter eliminated, or (vc) if the conditions to closing specified in the any underwriting agreement or purchase agreement containing usual and customary terms entered into in connection with the such registration relating to such request are not satisfied (or waived, other than as a result by reason of a material default or breach thereunder by failure on the part of any member of such Requesting Holder(s))the Selling Holders. Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for The Company's obligation to effect a given demand registration pursuant to to Section 1(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 aboveDemand Registration Statement shall have been Continuously Effective for a period of 90 days.

Limitation on Demand Registrations. The 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 Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the 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, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (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) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such 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 reason 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) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (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 breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor Shareholders will be entitled to initiate no more than five three (3) 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 Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the 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, unless otherwise agreed by the Lead Investor and the Requisite Additional InvestorsRegistrations. No request for registration will count for the purposes of the limitations in this Section 1(b3.1(b)(ii) if (i) the Requesting Holder(s) 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) the proposed registration request due to marketing or regulatory reasonsadverse business developments at the Company 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 180 one hundred eighty (180) days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) relevant Shareholder Group Member having refused to proceed) and such Requesting Holder(s) Shareholders withdraw the their Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least ninety percent (90% %) of the Registrable Securities included in the applicable registration relating to such 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 Governmental Authority for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Shareholders’ reasonable satisfaction of the Requesting Holder(swithin thirty (30) within 30 days of the date of such order, (iv) more than 10% fifteen percent (15%) of the Registrable Securities requested by such Requesting Holder(s) Shareholders to be included in such the registration are not so included pursuant to Section 1(f3.1(e), or (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 breach thereunder by any member of such Requesting Holder(s)the relevant Shareholder Group Member). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for a registration pursuant to to Section 1(a3.1(b)(i) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. (i) The Lead Investor will Company shall not be entitled required to initiate no (A) effect more than five six (6) Demand Registrations (other or more than Short-three (3) in any twelve (12)-month period) or (B) effect more than three (3) Demand Registrations on Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no S-1 (or more than one Demand Registration. Unless otherwise (1) in any twelve (12)-month period) (it being understood and agreed by the Lead Investor, that the Company will shall not be obligated required to effect a Demand Registration during on Form S-1 if the six-month period following the date any other Company registration statement is declared effective 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 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 registered by the Investors Group). No Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b4.1(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 (iII) in the case of a registration statement that does not relate to a Shelf Registration, the earlier of (x) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating on which all Registrable Securities covered thereby have been sold pursuant to such requestregistration (or if earlier, the first date on which no Registrable Securities remain outstanding) and (y) the proposed close of business on the one hundred and eightieth (180th) day after such registration due to marketing has been declared or regulatory reasons, 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 relating pursuant to this Section 4.1(b)(ii) , the Investors Group will be entitled to withdraw its Registration Request and, if such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (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) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such requestwithdrawn, such registration is adversely affected by any stop order, injunction or other order or requirement request will not count for the purposes of the Commission or other governmental agency or court for any reason 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) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (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 breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth abovein this Section 4.1(b).

Limitation on Demand Registrations. The Lead Investor will be entitled Notwithstanding anything to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to the contrary set forth in Section 1(c3(a)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect file a Registration Statement with respect to a Demand Registration unless (i) upon a request by the Wand Investors (taken together), more than 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 proceeds expected market value of less than $15,000,000 owned by all Capital Z Shareholders participating in such registration are proposed to be received 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 sale 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 requested to be included covered by the postponed or withdrawn registration statement in such accordance with this Section 3 (unless the Initiating Holder delivering the Demand Registration equals or exceeds $100 millionrequest shall have withdrawn such request, unless otherwise agreed by in which case the Lead Investor and the Requisite Additional Investors. No request for Company shall not be considered to have effected an effective registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (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) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such 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 reason Agreement and the Company fails Initiating Holders shall not be considered to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction exercised any of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to its rights under Section 1(f), or (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 breach thereunder by any member of such Requesting Holder(s3(a)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more Other than five Demand Registrations (other than Short-Form Registrations permitted pursuant to as provided in 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 Company will not be obligated to effect a Demand or pay the Registration during the six-month period following the date any other Company registration statement is declared effective Expenses of more than two registrations requested by each of MassMutual (together with respect its Affiliates) and Jefferies (together with its Affiliates) pursuant to this Section 1, 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 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, unless otherwise agreed registered by the Lead Investor and the Requisite Additional Investors. No Holders by reason of Section 1(f); provided, further, that a request for registration will not count for the purposes of the limitations in this Section 1(b) limitation if (i) the Requesting Holder(s) Majority Holders of 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) the proposed registration due to marketing or (1) regulatory reasons, (2) because of a material adverse change in the business, 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 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 registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused Holders refusing to proceed) and the Majority Holders of the Registration withdraw such Requesting Holder(s) withdraw the Registration Request prior to such the effective date of the Demand Registration Statement being declared effectiverelating to such request, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such 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 reason 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) Majority Holders of the Registration within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) the Required Investor Holders to be included in such the registration are not so included pursuant to Section 1(f), or (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 breach thereunder by any member of such Requesting Holder(s)the Required Investor Holders). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a) regardless of whether or not such request counts toward the limitation set forth aboveabove until such limit is reached.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five two (2) 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 InvestorRegistrations, and the Company will not be obligated to effect a more than one Demand Registration during in any six month period. Upon filing a Registration Statement, the six-month period following the date any other Company registration statement is declared will use its reasonable best efforts to keep such Registration Statement effective with respect to the SEC at all times until the Investor or any transferee who would require such 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, unless otherwise agreed by no longer holds the Lead Investor and the Requisite Additional InvestorsRegistrable Securities. No request for registration will count for the purposes of the limitations in this Section 1(b4.7(a)(2) if (i) the Requesting Holder(s) 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) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company (provided that this clause (i) 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 180 210 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Investor having refused to proceedproceed or provide any required information for inclusion therein) and such Requesting Holder(s) withdraw the Investor withdraws the Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 9085% of the Registrable Securities included in the applicable registration relating to such request, such 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 reason 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 of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv) more than 1025% of the Registrable Securities requested by such Requesting Holder(s) the Investor to be included in such the registration are not so included pursuant to Section 1(f4.7(a)(6), or (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 breach thereunder by any member of such Requesting Holder(s)the Investor). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a4.7(a)(1) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. (a) The 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 Company will not be obligated to effect may delay making a filing of a Registration Statement in respect of a Demand Registration during by not more than ninety (90) days past the sixtime 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 Article 2 in connection with a Demand Request determines in the good faith judgment of the Board of Directors of the Company that the filing of such Registration Statement would 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 shall be exercised by the Company not more than once in any twelve-month (12-month) period following and the date any other Company registration statement is declared effective with respect shall only have the right to the registration of Common Shares. delay such filing for only so long as such Valid Business Reason exists. (b) The Company shall not be obligated required to effect a any 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, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b) if Registration: (i) prior to the six (6) month anniversary of the IPO; (ii) in response to a request from any Requesting Holder(s) determine in good faith to withdraw within six (prior to 6) months after the effective date of the a Registration Statement relating to such requesta prior Demand Registration or within six (6) months after the proposed registration due to marketing or regulatory reasons, (ii) the effective date of any other Registration Statement relating to such request is not declared effective within 180 days effected by the Company for a public offering of the date such Registration Statement is first filed with the Commission (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, 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 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 the sale terms of at least 90% of the this Agreement) shall count as one Requesting Holder, (b) Telenor and Persons acquiring Registrable Securities included in the applicable directly or indirectly from Telenor (including, without limitation, any transferee or assignee who obtains registration relating to such 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 reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved rights pursuant to the reasonable satisfaction terms of the this Agreement) shall count as one Requesting Holder(sHolder and (c) within 30 days of the date of such order, VIP and Persons acquiring Registrable Securities directly or indirectly from VIP shall count as one Requesting Holder; (iv) more than 10% if, in the good faith judgment of the Registrable Securities requested by Board of Directors of the Company, in connection with such Requesting Holder(s) to be included registration, the shareholders of the Company not participating in such registration are not so included pursuant would be afforded the right under applicable law to Section 1(f)require the Company to repurchase their shares of Common Stock and such purchase obligation would be materially detrimental to the Company's financial position, or business and/or strategic plans; or (v) with respect to any Demand Registration that is underwritten pursuant to 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 breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoingterms hereunder, if the Company will pay all Registration Expenses is unable, after good faith efforts, to retain an underwriter in connection accordance with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above2.4 hereof.

Limitation on Demand Registrations. (i) The Lead Investor will Company shall not be entitled required, in the aggregate, to initiate no (A) effect more than five four (4) Demand Registrations (other or more than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no 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. Unless otherwise Registration on Form S-1 (it being understood and agreed by the Lead Investor, that the Company will shall not be obligated required to effect a Demand Registration during on Form S-1 if the six-month period following the date any other Company registration statement is declared effective S-3 eligible at such time with respect to the 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 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 4.1(b)(i), the Shareholder(s) requesting such Demand Registration equals or exceeds $100 millionwill be entitled to withdraw the Registration Request and, unless otherwise agreed by if such request is withdrawn, such registration request will not count for the Lead Investor and purposes of the Requisite Additional Investorslimitation set forth in this Section 4.1(b). No request for registration Demand Registration will count for the purposes of the limitations in this Section 1(b4.1(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 (iII) in the case of a registration statement that does not relate to a Shelf Registration, the earlier of (x) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating on which all Registrable Securities covered thereby have been sold pursuant to such requestregistration (or if earlier, the first date on which no Registrable Securities remain outstanding) and (y) the proposed close of business on the one hundred and twentieth (120th) day after such registration due to marketing has been declared or regulatory reasonsordered effective by the Commission, subject, in the case of clauses (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceedI) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effective(II), (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such 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 reason 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) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f4.1(c), or (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 breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The 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 Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the 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, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No A request for registration will count for not constitute the purposes use of the limitations in this a Registration Request pursuant to Section 1(b2(a) if (i) the Requesting Holder(s) determine Shareholder determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 ninety (90) days of the date such Registration Statement registration statement is first filed with the Commission (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 effectiveSEC, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such 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 reason 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(sholders of a majority of securities included in such registration statement within thirty (30) within 30 days of the date of such order, (iv) more than 1020% of the Registrable Securities requested by such the Requesting Holder(s) Shareholder to be included in such the registration are not so included pursuant to Section 1(f2(e); provided, or 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, (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 breach thereunder by any member the Requesting Shareholder), or (vi) the Company did not provide Full Cooperation in the case of such Requesting Holder(s))an underwritten offering. Notwithstanding the foregoingforegoing but except if expressly prohibited by applicable law, the Company will pay all Registration Expenses in connection with any request for registration pursuant to to Section 1(a2(a) regardless of whether or not such request counts toward the limitation set forth aboveapplication of this provision.