Common use of Capital Increase Clause in Contracts

Capital Increase. The Company shall take all action necessary to increase the Company’s authorized shares of Common Stock (the “Capital Increase”) to an amount sufficient to permit (i) the conversion of all Amended Notes subject to that certain Securities Amendment and Purchase Agreement dated as of December 23, 2008 by and between the Company and the Noteholders identified therein (the “Securities Amendment and Purchase Agreement”) at the Conversion Price provided therein, as adjusted for the transactions contemplated by the Stock Purchase Agreement and the Rights Offering, (ii) the exercise of all New Warrants issued pursuant to the Securities Amendment and Purchase Agreement at the exercise price provided therein, as adjusted for the transactions contemplated by the Stock Purchase Agreement and the Rights Offering, (iii) completion of the Rights Offering, and (iv) issuance of up to 15% of the Company’s outstanding shares of Common Stock pursuant to future management and employee stock awards. Without limiting the generality of the foregoing sentence, as soon as practicable after the date hereof the Company shall either (x) call a meeting of its shareholders for the purpose of soliciting the necessary votes to effect the Capital Increase through the filing with the Securities and Exchange Commission (“SEC”) and distribution to shareholders of a Proxy Statement on Schedule 14A; or (y) solicit the written consents from its shareholders for the approval of an increase in the number of authorized shares of the Company’s Common Stock and thereafter file the necessary Information Statement on Schedule 14C. The actions contemplated in (x) and (y) above shall take place no later than September 30, 2009; provided, however, that such date may be extended as reasonably necessary for the Company to respond to any comments received from the SEC in connection with the Proxy Statement on Schedule 14A or the Information Statement on Schedule 14C. In connection with the foregoing, the Standby Purchaser hereby agrees to vote all shares of the Company’s Common Stock owned by it in favor of the actions contemplated in this Section 1(a).

Capital Increase. The Company shall take (a) From the date hereof through the second (2nd) anniversary of the First Closing, unless otherwise agreed by all action necessary to increase of the Company’s authorized shares Shareholders, and other than in connection with any issuance of Common Stock (the “Capital Increase”) to an amount sufficient to permit (i) the conversion of all Amended Notes subject to that certain Securities Amendment and Purchase Agreement dated as of December 23, 2008 by and between the Company and the Noteholders identified therein (the “Securities Amendment and Purchase Agreement”) at the Conversion Price provided therein, as adjusted for the transactions contemplated by the and/or Preferred Stock Purchase Agreement and the Rights Offering, (ii) the exercise of all New Warrants issued pursuant to the Securities Amendment and Purchase Primary Agreement at the exercise price provided therein, as adjusted for the transactions contemplated by the Stock Purchase Agreement and the Rights Offering, (iii) completion of the Rights Offering, and (iv) issuance of up to 15% of the Company’s outstanding shares of Common Stock pursuant to future management and employee stock awards. Without limiting the generality of the foregoing sentence, as soon as practicable after the date hereof the Company shall either (x) call a meeting of its shareholders for the purpose of soliciting the necessary votes to effect the Capital Increase through the filing with the Securities and Exchange Commission (“SEC”) and distribution to shareholders of a Proxy Statement on Schedule 14A; or (y) solicit the written consents from its shareholders for the approval of an increase in the number of authorized shares of the Company’s Common Stock and thereafter file the necessary Information Statement on Schedule 14C. The actions contemplated in (x) and (y) above shall take place no later than September 30, 2009; provided, however, that such date may be extended as reasonably necessary for the Company to respond to any comments received from the SEC in connection with the Proxy Statement on Schedule 14A or the Information Statement on Schedule 14C. In connection with the foregoingfinancing of an acquisition of any Opportunity pursuant to Section 6.02(c)(iii) hereof, the Standby Purchaser hereby agrees to vote all shares no Party shall take any action, including, but not limited to, voting of the Company’s Common Stock owned by it any Securities, in favor of the actions contemplated sale or issuance by the Company of any Securities ("NEW SECURITIES"); provided, that New Securities shall not include (i) Securities purchased or to be purchased by a Party under the Primary Agreement; (ii) any borrowing or debt securities that are not, and will not become, convertible into or exchangeable for Securities; and (iii) Securities issued in connection with any share split, share consolidation, share dividend or recapitalization of the Company; provided, further, that the restriction contained in this Section 1(a)5.02 shall no longer apply if there has been an Eco Telecom Contribution Default. (b) The Parties shall exercise (a) their rights and powers as holders of the Company's Securities, and (b) their rights and powers granted hereunder to, and the Company shall, ensure that the Company fulfills all of its obligations under the Primary Agreement and the Preferred Stock Agreement to (i) issue a sufficient number of Securities to satisfy the issuance of Securities to Eco Telecom in connection with the Preferred Stock Closing, the Second Closing and the Third Closing and any Securities required to be issued to Telenor and VIP upon exercise of their options in accordance with, and as defined in, the Primary Agreement, and (ii) to repurchase shares of Preferred Stock and subsequently dispose of such shares of Preferred Stock as set forth in the Primary Agreement and the Preferred Stock Agreement.

Capital Increase. The Company shall take (a) From the date hereof through the second (2nd) anniversary of the First Closing, unless otherwise agreed by all action necessary to increase of the Company’s authorized shares Shareholders, and other than in connection with any issuance of Common Stock (the “Capital Increase”) to an amount sufficient to permit (i) the conversion of all Amended Notes subject to that certain Securities Amendment and Purchase Agreement dated as of December 23, 2008 by and between the Company and the Noteholders identified therein (the “Securities Amendment and Purchase Agreement”) at the Conversion Price provided therein, as adjusted for the transactions contemplated by the and/or Preferred Stock Purchase Agreement and the Rights Offering, (ii) the exercise of all New Warrants issued pursuant to the Securities Amendment and Purchase Primary Agreement at the exercise price provided therein, as adjusted for the transactions contemplated by the Stock Purchase Agreement and the Rights Offering, (iii) completion of the Rights Offering, and (iv) issuance of up to 15% of the Company’s outstanding shares of Common Stock pursuant to future management and employee stock awards. Without limiting the generality of the foregoing sentence, as soon as practicable after the date hereof the Company shall either (x) call a meeting of its shareholders for the purpose of soliciting the necessary votes to effect the Capital Increase through the filing with the Securities and Exchange Commission (“SEC”) and distribution to shareholders of a Proxy Statement on Schedule 14A; or (y) solicit the written consents from its shareholders for the approval of an increase in the number of authorized shares of the Company’s Common Stock and thereafter file the necessary Information Statement on Schedule 14C. The actions contemplated in (x) and (y) above shall take place no later than September 30, 2009; provided, however, that such date may be extended as reasonably necessary for the Company to respond to any comments received from the SEC in connection with the Proxy Statement on Schedule 14A or the Information Statement on Schedule 14C. In connection with the foregoingfinancing of an acquisition of any Opportunity pursuant to Section 6.02(c)(iii) hereof, the Standby Purchaser hereby agrees to vote all shares no Party shall take any action, including, but not limited to, voting of the Company’s Common Stock owned by it any Securities, in favor of the actions contemplated sale or issuance by the Company of any Securities ("New Securities"); provided, that New -------- Securities shall not include (i) Securities purchased or to be purchased by a Party under the Primary Agreement; (ii) any borrowing or debt securities that are not, and will not become, convertible into or exchangeable for Securities; and (iii) Securities issued in connection with any share split, share consolidation, share dividend or recapitalization of the Company; provided, further, that the restriction --------- ------- contained in this Section 1(a)5.02 shall no longer apply if there has been an Eco Telecom Contribution Default. (b) The Parties shall exercise (a) their rights and powers as holders of the Company's Securities, and (b) their rights and powers granted hereunder to, and the Company shall, ensure that the Company fulfills all of its obligations under the Primary Agreement and the Preferred Stock Agreement to (i) issue a sufficient number of Securities to satisfy the issuance of Securities to Eco Telecom in connection with the Preferred Stock Closing, the Second Closing and the Third Closing and any Securities required to be issued to Telenor and VIP upon exercise of their options in accordance with, and as defined in, the Primary Agreement, and (ii) to repurchase shares of Preferred Stock and subsequently dispose of such shares of Preferred Stock as set forth in the Primary Agreement and the Preferred Stock Agreement.

Capital Increase. The Company shall take (a) From the date hereof through the second (2nd) anniversary of the First Closing, unless otherwise agreed by all action necessary to increase of the Company’s authorized shares Shareholders, and other than in connection with any issuance of Common Stock (the “Capital Increase”) to an amount sufficient to permit (i) the conversion of all Amended Notes subject to that certain Securities Amendment and Purchase Agreement dated as of December 23, 2008 by and between the Company and the Noteholders identified therein (the “Securities Amendment and Purchase Agreement”) at the Conversion Price provided therein, as adjusted for the transactions contemplated by the and/or Preferred Stock Purchase Agreement and the Rights Offering, (ii) the exercise of all New Warrants issued pursuant to the Securities Amendment and Purchase Primary Agreement at the exercise price provided therein, as adjusted for the transactions contemplated by the Stock Purchase Agreement and the Rights Offering, (iii) completion of the Rights Offering, and (iv) issuance of up to 15% of the Company’s outstanding shares of Common Stock pursuant to future management and employee stock awards. Without limiting the generality of the foregoing sentence, as soon as practicable after the date hereof the Company shall either (x) call a meeting of its shareholders for the purpose of soliciting the necessary votes to effect the Capital Increase through the filing with the Securities and Exchange Commission (“SEC”) and distribution to shareholders of a Proxy Statement on Schedule 14A; or (y) solicit the written consents from its shareholders for the approval of an increase in the number of authorized shares of the Company’s Common Stock and thereafter file the necessary Information Statement on Schedule 14C. The actions contemplated in (x) and (y) above shall take place no later than September 30, 2009; provided, however, that such date may be extended as reasonably necessary for the Company to respond to any comments received from the SEC in connection with the Proxy Statement on Schedule 14A or the Information Statement on Schedule 14C. In connection with the foregoingfinancing of an acquisition of any Opportunity pursuant to Section 6.02(c)(iii) hereof, the Standby Purchaser hereby agrees to vote all shares no Party shall take any action, including, but not limited to, voting of the Company’s Common Stock owned by it any Securities, in favor of the actions contemplated sale or issuance by the Company of any Securities ("New Securities"); provided, that New -------- Securities shall not include (i) Securities purchased or to be purchased by a Party under the Primary Agreement; (ii) any borrowing or debt securities that are not, and will not become, convertible into or exchangeable for Securities; and (iii) Securities issued in connection with any share split, share consolidation, share dividend or recapitalization of the Company; provided, further, that the restriction --------- ------- contained in this Section 1(a)5.02 shall no longer apply if there has been an Eco Telecom Contribution Default. 25 <PAGE> (b) The Parties shall exercise (a) their rights and powers as holders of the Company's Securities, and (b) their rights and powers granted hereunder to, and the Company shall, ensure that the Company fulfills all of its obligations under the Primary Agreement and the Preferred Stock Agreement to (i) issue a sufficient number of Securities to satisfy the issuance of Securities to Eco Telecom in connection with the Preferred Stock Closing, the Second Closing and the Third Closing and any Securities required to be issued to Telenor and VIP upon exercise of their options in accordance with, and as defined in, the Primary Agreement, and (ii) to repurchase shares of Preferred Stock and subsequently dispose of such shares of Preferred Stock as set forth in the Primary Agreement and the Preferred Stock Agreement.