Exhibit 10.1

Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of June 26, 2015, by and between NII Holdings, Inc., a Delaware corporation (the “ Company ”), and certain stockholders of the Company who were issued shares of Company Common Stock in the Plan (each such party as identified on Schedule I hereto (“ Initial Holders ”), together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 8(f) of this Agreement, a “ Holder ” and collectively, the “ Holders ”). The Company and the Holders are referred to collectively herein as the “ Parties .”

IN CONSIDERATION of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, the Parties agree as follows:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made (including any investment fund the primary investment advisor to which is such Person or an Affiliate thereof); provided , that for purposes of this Agreement, no Holder shall be deemed an Affiliate of the Company or any of its Subsidiaries. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or otherwise (it being understood that a director, officer or manager of any Person shall not be deemed to control such Person solely as a result of serving as one of multiple directors, officers or managers of such Person).

“ Affiliated Holders ” has the meaning set forth in Section 2(b)(i) .

“ Agreement ” has the meaning set forth in the preamble.

“ Alternative Transaction ” means the sale of Registrable Securities constituting more than 1% of Company Common Stock then outstanding to one or more purchasers in a registered transaction without a prior marketing process by means of (i) a bought deal, (ii) a block trade, (iii) a sale by the Hedging Counterparty or by an Initiating Holder to a Hedging Counterparty in connection with a Hedging Transaction, (iv) a direct sale or (v) any other transaction that is registered pursuant to a Shelf Registration that is not a firm commitment underwritten offering.

“ Aurelius ” means, collectively, certain entities managed by Aurelius Capital Management, LP that have executed this Agreement.

“ Automatic Shelf Registration Statement ” means an “automatic shelf registration statement” as defined in Rule 405.

“ beneficially owned ”, “ beneficial ownership ” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any successor rule then in effect) under the Exchange Act, except that in calculating the beneficial ownership of any Holder, such Holder shall be deemed to have beneficial ownership of all securities that such Holder has the right to acquire, whether such right is currently exercisable or is exercisable upon the occurrence of a subsequent event. For the avoidance of doubt, each Holder shall be deemed to beneficially own all of the shares of Company Common Stock held by any of its Affiliates.

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York.

“ Capital Group ” means, collectively, certain entities managed by Capital Research and Management Company that have executed this Agreement.

“ Commission ” means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act.

“ Company ” has the meaning set forth in the preamble.

“ Company Common Stock ” means the shares of common stock, par value $0.001, of the Company.

“ Company Notice ” has the meaning set forth in Section 2(a)(iii) .

“ Demand Eligible Holder ” has the meaning set forth in Section 2(b)(i) .

“ Demand Eligible Holder Request ” has the meaning set forth in Section 2(b)(i) .

“ Demand Notice ” has the meaning set forth in Section 2(b)(i) .

“ Demand Registration ” has the meaning set forth in Section 2(b)(i) .

“ Demand Registration Statement ” has the meaning set forth in Section 2(b)(i) .

“ Determination Date ” has the meaning set forth in Section 2(a)(vii) .

“ Effective Date ” means the effective date under the Plan.

“ Effectiveness Period ” has the meaning set forth in Section 2(b)(iv) .

“ Event ” has the meaning set forth in Section 2(a)(x) .

“ Event Date ” has the meaning set forth in Section 2(a)(x) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“ Family Member ” shall mean, with respect to any natural Person, such Person’s parents, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) and descendants (whether or not adopted) and any trust, family limited partnership or limited liability company that is and remains solely for the benefit of such Person’s spouse (but not including a former spouse or a spouse from whom such Person is legally separated) and/or descendants.

“ Form S-1 Shelf ” has the meaning set forth in Section 2(a)(i) .

“ Form S-3 Shelf ” has the meaning set forth in Section 2(a)(i) .

“ Hedging Counterparty ” means broker-dealer registered under Section 15(b) of the Exchange Act or an Affiliate thereof.

“ Hedging Transaction ” means any transaction involving a security linked to the Registrable Securities or any security that would be deemed to be a “derivative security” (as defined in Rule 16a-1(c) promulgated under the Exchange Act) with respect to the Registrable Securities or a transaction (even if not a security) which would (were it a security) be considered such a derivative security, or which transfers some or all of the economic risk of ownership of the Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, non-recourse loan, sale of exchangeable security or similar transaction. For the avoidance of doubt the following transactions shall be deemed to be Hedging Transactions

(i)          transactions by an Initiating Holder in which a Hedging Counterparty engages in short sales of Registrable Securities pursuant to a Prospectus and may use Registrable Securities to close out its short position;

(ii)         transactions pursuant to an Initiating Holder sells short Registrable Securities pursuant to a Prospectus and delivers Registrable Securities to close out its short position;

(iii)        transactions by an Initiating Holder in which the Initiating Holder delivers, in a transaction exempt from registration under the Securities Act, Registrable Securities to the Hedging Counterparty who will then publicly resell or otherwise transfer such Registrable Securities pursuant to a Prospectus or an exemption from registration under the Securities Act; and

(iv)        a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares, in each case, in a public transaction pursuant to a Prospectus.

“ Holder ” has the meaning set forth in the preamble. A Person shall cease to be a Holder hereunder at such time as it ceases to hold any Registrable Securities.

“ Holders of a Majority of Included Registrable Securities ” means (a) when Registrable Securities of Aurelius and Capital Group are both included in any Registration Statement (except

for purposes of Sections 2(a)(vi) and 2(b)(vi)(B)), each of Aurelius and Capital Group and (b) when Registrable Securities of only one of Aurelius or Capital Group are included in any Registration Statement or for purposes of Section 2(a)(vi) and 2(b)(vi)(B), Holders of a majority of the Registrable Securities included in the Registration Statement or public offering.

“ Indemnified Persons ” has the meaning set forth in Section 5(a) .

“ Initial Holders ” has the meaning set forth in the preamble.

“ Initiating Holders ” has the meaning set forth in Section 2(b)(i) .

“ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 433 promulgated under the Securities Act, relating to an offer of the Registrable Securities.

“ Lockup Period ” has the meaning set forth in Section 2(g) .

“ Losses ” has the meaning set forth in Section 5(a) .

“ Maximum Offering Size ” has the meaning set forth in Section 2(a)(iv) .

“ Other Registrable Securities ” means (i) Company Common Stock, (ii) any securities issued or issuable with respect to, on account of or in exchange for Company Common Stock, whether by stock split, stock dividend, recapitalization, merger, consolidation or other reorganization, charter amendment or otherwise and (iii) any options, warrants or other rights to acquire, and any securities received as a dividend or distribution in respect of, any of the securities described in clauses (i) and (ii) above, in each case held by any other Person who has rights to participate in any offering of securities by the Company pursuant to a registration rights agreement or other similar arrangement with the Company or any direct or indirect parent of the Company relating to the Company Common Stock (which shall not include this Agreement).

“ Parties ” has the meaning set forth in the preamble.

“ Permitted Assignee ” shall mean any (a) Affiliate of any Holder who acquires Registrable Securities from such Holder or its Affiliates, or (b) other Person who acquires any Registrable Securities (in a transaction other than a Public Offering) of any Holder or Holders pursuant to Section 8(f) which together with any other Company Common Stock owned by such Person is equal to at least 3% of the outstanding shares of Company common stock and who is designated as a Permitted Assignee by such Holder in a written notice to Company; provided , however , that the rights of any Person designated as a Permitted Assignee referred to in the foregoing clause (b) shall be limited if, and to the extent, provided in such written notice to the Company.

“ Person ” means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“ Piggyback Eligible Holders ” has the meaning set forth in Section 2(c)(i) .

“ Piggyback Notice ” has the meaning set forth in Section 2(c)(i) .

“ Piggyback Registration ” has the meaning set forth in Section 2(c)(i) .

“ Piggyback Registration Statement ” has the meaning set forth in Section 2(c)(i) .

“ Piggyback Request ” has the meaning set forth in Section 2(c)(i) .

“ Plan ” means the Plan of Reorganization of the Company and certain of its debtor affiliates under chapter 11 of Title 11 of the United States Code.

“ Pro Rata Share ” of a Holder means a fraction, the numerator of which is the number of Registrable Securities held by such Holder and the denominator of which is the total amount of outstanding Registrable Securities.

“ Proceeding ” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or known to the Company to be threatened.

“ Prospectus ” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), all amendments and supplements to the Prospectus, including post-effective amendments, all material incorporated by reference or deemed to be incorporated by reference in such Prospectus and any Issuer Free Writing Prospectus.

“ Registrable Securities ” means (i) any Company Common Stock, (ii) any securities issued or issuable with respect to, on account of or in exchange for Company Common Stock, whether by stock split, stock dividend, recapitalization, merger, consolidation or other reorganization, charter amendment or otherwise and (iii) any options, warrants or other rights to acquire, and any securities received as a dividend or distribution in respect of, any of the securities described in clauses (i) and (ii) above, in each case that are held by the Holders and their Affiliates or any transferee or assignee of any Holder or its Affiliates after giving effect to a transfer made in compliance with Section 8(f) , all of which securities are subject to the rights provided herein until such rights terminate pursuant to the provisions of this Agreement. As to any particular Registrable Securities, such securities shall not be Registrable Securities when (i) a Registration Statement registering such Registrable Securities under the Securities Act has been declared effective and such Registrable Securities have been sold, transferred or otherwise disposed of by the Holder thereof pursuant to such effective Registration Statement, (ii) such Registrable Securities are sold, transferred or otherwise disposed of pursuant to Rule 144, (iii) such securities are otherwise transferred and thereafter such securities may be resold without subsequent registration under the Securities Act, (iv) such securities cease to be outstanding or (v) such securities may be sold pursuant to Rule 144 without regard to volume or manner of sale limitations and all such securities held by a Holder and all of its Affiliates constitute less than 3% of the outstanding primary shares of Company Common Stock. For the avoidance of doubt, once a Holder and its Affiliates cease to hold Registrable Securities because their holdings fall below the 3% threshhold referenced above, such Holder and its Affiliates will not thereafter hold Registrable Securities as a result of their holdings thereafter exceeding such 3% threshold. For

the avoidance of doubt, any Company Common Stock held by a Holder shall be Registrable Securities so long as the preceding sentence and clause (v) do not apply to such Company Common Stock.

“ Registration Expenses ” has the meaning set forth in Section 4 .

“ Registration Statement ” means a registration statement of the Company filed with or to be filed with the Commission under the Securities Act and other applicable law, including an Automatic Shelf Registration Statement, and including any Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Representatives ” means, with respect to any Person, such Person’s directors, officers, members, partners, limited partners, general partners, shareholders, managers, management company, investment manager, affiliates, employees, agents, investment bankers, attorneys, accountants, advisors, financial advisor and other professionals of such Person, in each case, in such capacity, serving on or after the date of this Agreement.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 158 ” means Rule 158 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 405 ” means Rule 405 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Seasoned Issuer ” means an issuer eligible to use Form S-3 under the Securities Act and who is not an “ineligible issuer” as defined in Rule 405.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“ Selling Expenses ” means all underwriting fees, discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and related legal and other fees of a Holder not included within the definition of Registration Expenses.

“ Shelf Period ” has the meaning set forth in Section 2(a)(i) .

“ Shelf Public Offering Requesting Holder ” has the meaning set forth in Section 2(a)(ii) .

“ Shelf Registration ” means the registration of an offering of Registrable Securities on a Form S-1 Shelf or a Form S-3 Shelf, as applicable, on a delayed or continuous basis under Rule 415 under the Securities Act, pursuant to Section 2(a)(i) .

“ Shelf Registration Statement ” has the meaning set forth in Section 2(a)(i) .

“ Shelf Takedown Notice ” has the meaning set forth in Section 2(a)(iii) .

“ Subsidiary ” means, when used with respect to any Person, any corporation or other entity, whether incorporated or unincorporated, (a) of which such Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partnership interests of which held by such Person or any Subsidiary of such Person do not have a majority of the voting interests in such partnership) or (b) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other entity is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

“ Suspension Period ” has the meaning set forth in Section 2(e) .

“ Ten Percent Holder ” means a holder, who together with its Affiliates, beneficially owns 10% or more of the outstanding shares of Company Common Stock as of the date of determination. Any rights provided to a Ten Percent Holder under this Agreement shall apply and be available to a Ten Percent Holder only for so long as such holder is a Ten Percent Holder as of the date of determination.

“ Trading Market ” means the principal national securities exchange in the United States on which Registrable Securities are (or are to be) listed.

“ Transaction Documents ” means, collectively, this Agreement and any and all other agreements or instruments provided for in this Agreement to be executed and delivered by the Parties in connection with the transactions contemplated hereby.

“ Underwritten Shelf Takedown ” has the meaning set forth in Section 2(a)(ii) .

“ WKSI ” means a “well known seasoned issuer” as defined under Rule 405 and which (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also a Seasoned Issuer.

“ WKSI Date ” has the meaning set forth in Section 2(a)(viii) .

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, paragraphs and clauses refer to Sections, paragraphs and clauses of this Agreement; (c) the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the

context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise indicated.

(a)           Shelf Registration .

(i)           Filing of Shelf Registration Statement . As soon as reasonably practicable after the Effective Date, and in any event not later than twenty-one (21) days after the Effective Date, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 covering the resale of all of the Registrable Securities held by the Initial Holders on a delayed or continuous basis (the “ Form S-3 Shelf ”). If the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall file such Registration Statement for a Shelf Registration on Form S-1 (the “ Form S-1 Shelf ” and, together with the Form S-3 Shelf, the “ Shelf Registration Statement ”). In the event that the Company files such Shelf Registration Statement on a Form S-1 Shelf and thereafter becomes a Seasoned Issuer or WKSI, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (x) no later than the fifteenth (15 ^th ) calendar day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (y) no later than the forty-fifth (45 ^th ) calendar day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the seventy-fifth (75 ^th ) calendar day following the Effective Date, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company thereafter became ineligible to use Form S-3, by filing a Form S-1 Shelf not later than twenty (20) Business Days after the date of such ineligibility and using its commercially reasonable efforts to have such Registration Statement declared effective as promptly as practicable (but in no event more than thirty (30) days after the date of such filing) (the period during which the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “ Shelf Period ”). The Company shall notify the Holders named in the Shelf Registration Statement via facsimile or by e-mail of the effectiveness of a Form S-1 Shelf on the same Business Day that the Company telephonically confirms effectiveness with

the Commission. The Company shall file a final Prospectus with the Commission to the extent required by Rule 424. Failure to so notify the Holder within one (1) Business Day of such effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(a)(x) . The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering.

(ii)          Underwritten Shelf Takedown . At any time during the Shelf Period (subject to any Suspension Period), any one or more Initial Holders of Registrable Securities (such Holder, a “ Shelf Public Offering Requesting Holder ”) may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the Shelf Registration Statement (each, an “ Underwritten Shelf Takedown ” which term shall not include an Alternative Transaction); provided , that, and subject to Section 2(a)(v) below, the Company shall not be obligated to effect more than six (6) underwritten Shelf Takedowns in any 12-month period for all Initial Holders and (y) any Underwritten Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) therefor, is less than $40 million.

(iii)         Notice of Underwritten Shelf Takedown . All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (the “ Shelf Takedown Notice ”). Each Shelf Takedown Notice shall specify the class or series and the approximate number of Registrable Securities to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Subject to Section 2(i)  below, within three (3) days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown (which notice shall state the material terms of such proposed Underwritten Shelf Takedown, to the extent known, as well as the identity of the Shelf Public Offering Requesting Holder) to all other Holders of Registrable Securities (the “ Company Notice ”) and, subject to the provisions of Section 2(a)(iv)  and Section 2(i)  below, shall include in such Underwritten Shelf Takedown all Registrable Securities of the same class or series as the Registrable Securities originally requested to be sold by the Shelf Public Offering Requesting Holder with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after giving the Company Notice; provided , that any such Registrable Securities shall be sold subject to the same terms as are applicable to the Registrable Securities the Shelf Public Offering Requesting Holder is requesting to sell.

(iv)         Priority of Registrable Shares . If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities proposed to be included in such Underwritten Shelf Takedown that in their reasonable view the number of Registrable Securities proposed to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities which can be sold in an orderly manner in such offering within a price range acceptable to the Holders

of a Majority of Included Registrable Securities requested to be included in the Underwritten Shelf Takedown (the “ Maximum Offering Size ”), then the Company shall so advise all Holders of Registrable Securities proposed to be included in such Underwritten Shelf Takedown, and shall include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A)  first , the Registrable Securities requested to be included in such Underwritten Shelf Takedown, allocated, if necessary for the offering not to exceed the Maximum Offering Size, to give first priority to the inclusion of the Registrable Securities of the Shelf Public Offering Requesting Holders and, thereafter, pro rata among the remaining Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder, (B) second , any securities requested to be included in such Underwritten Shelf Takedown by the Company, and (C)  third , Other Registrable Securities requested to be included in such Underwritten Shelf Takedown to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

(v)          Timing of Underwritten Shelf Takedowns . The Company shall not be obligated to effect an Underwritten Shelf Takedown within sixty (60) days (or such shorter period specified in any applicable lock-up agreement entered into with underwriters) after the consummation of a previous Underwritten Shelf Takedown.

(vi)         Selection of Bankers and Counsel . The Holders of a Majority of Included Registrable Securities requested to be included in an Underwritten Shelf Takedown shall have the right to select the investment banker(s) and manager(s) to administer the offering (which shall consist of one (1) or more reputable nationally recognized investment banks, subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed)) and one (1) firm of counsel to represent all of the Holders (along with any reasonably necessary local counsel), in connection with such Underwritten Shelf Takedown; provided , that the Company shall select such investment banker(s), manager(s) and counsel (including local counsel) if such Holders of such Majority of Registrable Securities cannot so agree on the same within a reasonable time period.

(vii)        Withdrawal from Registration . Any Holder whose Registrable Securities were to be included in any such registration pursuant to Section 2(a)(ii)  may elect to withdraw any or all of its Registrable Securities therefrom, without prejudice to the rights of any such Holder or Holders to include Registrable Securities in any future registration (or registrations), by written notice to the Company delivered on or prior to the effective date of the relevant Underwritten Shelf Takedown.

(viii)       WKSI Filing . Upon the Company first becoming a WKSI (the “ WKSI Date ”), (A) the Company shall give written notice to all of the Holders who hold Registrable Securities as promptly as practicable but in no event later than ten (10) Business Days thereafter, and such notice shall describe, in reasonable detail, the basis on which the Company has become a WKSI, and (B) the Company shall, in

accordance with the following sentence, register, under an Automatic Shelf Registration Statement, the sale of all outstanding Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable efforts to file such Automatic Shelf Registration Statement as promptly as practicable, but in no event later than twenty (20) days after the WKSI Date, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities; provided , that , the failure of the Company to remain a WKSI after the filing of such Automatic Shelf Registration Statement shall not be deemed to be a breach of its obligations hereunder. The Company shall give written notice of filing such Registration Statement to all of the Holders who hold Registrable Securities as promptly as practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that the Company will no longer be a WKSI (the “ Determination Date ”), as promptly as practicable but in no event later than ten (10) days after such Determination Date, the Company shall (1) give written notice thereof to all of the Holders and (2) file a Form S-3 Shelf, unless the Company is not then eligible to use Form S-3, in which case it shall use Form S-1 Shelf (or a post-effective amendment converting the Automatic Shelf Registration Statement to an appropriate form), covering all Registrable Securities, and use its commercially reasonable efforts to have such Registration Statement declared effective as promptly as practicable (but in no event more than (x) the fifteenth (15th) calendar day following the filing of the Registration Statement in the event of no “review” by the Commission, (y) the forty-fifth (45th) calendar day following the filing of the Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the seventy-fifth (75th) calendar day following filing of the Registration Statement) after the date the Automatic Shelf Registration Statement is no longer useable by the Holders to sell their Registrable Securities, and keep such Registration Statement continuously effective under the Securities Act until there are no longer any Registrable Securities.

(ix)          Adding Holders to Registration Statement . After the Registration Statement with respect to a Shelf Registration is declared effective but subject to the Suspension Period, upon written request by one or more Holders (which written request shall specify the amount of such Holders’ Registrable Securities to be registered), the Company shall, as promptly as practicable after receiving such request, (i) if it is a Seasoned Issuer or a WKSI, or if such Registration Statement is an Automatic Shelf Registration Statement, file a prospectus supplement to include such Holders as selling stockholders in such Registration Statement or (ii) if it is not a Seasoned Issuer or a WKSI, file a post-effective amendment to the Registration Statement to include such Holders in such Shelf Registration and use commercially reasonable efforts to have such post-effective amendment declared effective.

(x)           Liquidated Damages . If: (A) the Shelf Registration Statement is not filed on or prior to the date set forth in Section 2(a)(i) , (B) the Company fails to file with the Commission a request for acceleration of the Shelf Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Business Days after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be

“reviewed” or will not be subject to further review, (C) the Shelf Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the fifteenth (15 ^th ) calendar day following the filing of the Shelf Registration Statement (or in the event of a “limited review” by the Commission, the forty-fifth (45 ^th ) day or in the event of a “review” by the Commission, the seventy-fifth (75 ^th ) calendar day following the Effective Date), or (D) after the effective date of the Shelf Registration Statement, (1) such Shelf Registration Statement ceases for any reason to remain continuously effective (other than in connection with a Suspension Period) as to all Registrable Securities included in such Shelf Registration Statement, or (2) the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than fifteen (15) consecutive calendar days or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “ Event ”, and for purposes of clauses (A) and (C), the date on which such Event occurs, and for purpose of clause (B) the date on which such five (5) Business Day period is exceeded, and for purpose of clause (D) the date on which such fifteen (15) or thirty (30) calendar day period, as applicable, is exceeded being referred to as “ Event Date ”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on the first day of the month following an Event Date, and the first day of each month thereafter until such Event has been cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to (x)(i) $66,666.67 for each day for the first 30 calendar days during which an Event has occurred and is continuing beyond one or more Event Dates (up to a maximum of $2,000,000 of aggregate liquidated damages pursuant to this clause (x)(i)) and (ii) $33,333,34 for each day after the first 30 calendar days during which an Event has occurred and is continuing beyond one or more Event Dates, in each case, multiplied by (y) such Holder’s Pro Rata Share. The amount of liquidated damages shall apply on a daily pro rata basis for any portion of each relevant 30-day period elapsed prior to the cure of an Event and shall be payable on the first day of the month following such Event (or if that day is not a Business Day, the next Business Day). For the avoidance of doubt, only one amount of liquidated damages shall accrue regardless of the number of Events occurring or existing at the same time. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven Business Days after the date they are payable, the Company shall pay interest thereon at a rate of 9% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. Notwithstanding the foregoing, the aggregate amount of such liquidated damages payable by the Company under this Agreement shall not exceed $6,000,000.

(b)           Demand Registration .

(i)           Demand Registration Statement . Subject to the terms and conditions of this Agreement (including Section 2(b)(iii) ), at any time and from time to time after the Effective Date, upon written notice to the Company (a “ Demand Notice ”) delivered by a Holder who is at the time a Ten Percent Holder (the “ Initiating Holder ”) at any time requesting that the Company effect the registration (a “ Demand Registration ”) under the

Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Holder, the Company shall promptly (but in any event, not later than five (5) Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “ Demand Eligible Holder ”). The Company shall promptly file the appropriate Registration Statement (the “ Demand Registration Statement ”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (1) the Registrable Securities which the Company has been so requested to register by the Initiating Holders in the Demand Notice, (2) all other Registrable Securities of the same class or series as those requested to be registered by the Initiating Holder which the Company has been requested to register by the Demand Eligible Holders by written request (the “ Demand Eligible Holder Request ”) given to the Company within ten (10) Business Days after the giving of such written notice by the Company, and (3) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(v) , all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

(ii)          Demand Registration Using Form S-3 . The Company shall effect any requested Demand Registration using Form S-3 whenever the Company is a Seasoned Issuer or a WKSI, and shall use an Automatic Shelf Registration Statement if it is a WKSI. Subject to the terms and conditions of this Agreement (including Section 2(b)(iii) ), for so long as the Company remains a Seasoned Issuer or a WKSI, each Ten Percent Holder (other than the Initial Holders) shall have the right to two (2) Demand Registrations using Form S-3, which shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations limited under Section 2(b)(iii) below.

(iii)         Other Demand Registrations . The Company shall only be required to (1) effect two (2) Demand Registrations for Capital Group and one (1) Demand Registration for Aurelius in any six month period, and (2) comply with a request for a Demand Registration if the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration exceeds $40 million.

(iv)         Effectiveness of Demand Registration Statement . The Company shall use its commercially reasonable efforts to have the Demand Registration Statement declared effective by the Commission and keep the Demand Registration Statement continuously effective under the Securities Act for the period of time necessary for the underwriters or Holders to sell all the Registrable Securities covered by such Demand Registration

Statement or such shorter period which will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Demand Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder) (the “ Effectiveness Period ”). A Demand Registration requested pursuant to this Section 2(b) shall not be deemed to have been effected (A) if the Registration Statement is withdrawn without becoming effective, (B) if the Registration Statement does not remain effective in compliance with the provisions of the Securities Act and the laws of any state or other jurisdiction applicable to the disposition of the Registrable Securities covered by such Registration Statement for the Effectiveness Period, (C) if, after it has become effective, such Registration Statement is subject to any stop order, injunction or other order or requirement of the Commission or other governmental or regulatory agency or court for any reason other than a violation of applicable law solely by any selling Holder and has not thereafter become effective, (D) in the event of an underwritten offering, if the conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by an Initiating Holder (E) if the Company does not include in the applicable Registration Statement any Registrable Securities held by a Holder that is required by the terms hereof to be included in such Registration Statement, (F) if the Initiating Holders and Demand Eligible Holders have not been able to sell at least 75% of the Registrable Securities that they have requested to sell in the Demand Notice or Demand Eligible Holder Request or (G) if the number of Registrable Securities included on the applicable Registration Statement is reduced in accordance with Section 2(b)(v) such that less than 66-2/3% of the Registrable Securities of the Initiating Holders sought to be included in such registration are included.

(v)          Priority of Registration . Notwithstanding any other provision of this Section 2(b) , if (A) the Initiating Holders intend to distribute the Registrable Securities covered by a Demand Registration by means of an underwritten offering and (B) the managing underwriters advise the Company and the Initiating Holders that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise all Initiating Holders and Demand Eligible Holders with Registrable Securities proposed to be included in such underwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (1)  first , the Registrable Securities requested to be included in such underwritten offering by the Initiating Holders and the Demand Eligible Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, to give first priority to the inclusion of the Registrable Securities of the Initiating Holders and, thereafter, pro rata among the Demand Eligible

Holders on the basis of the number of Registrable Securities requested to be included therein by each such Demand Eligible Holder, (2) second , any securities proposed to be registered by the Company, and (3)  third , Other Registrable Securities requested to be included in such underwritten offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

(vi)         Underwritten Demand Registration . The determination of whether any offering of Registrable Securities pursuant to a Demand Registration will be an underwritten offering shall be made in the sole discretion of the Holders of a Majority of Included Registrable Securities included in such underwritten offering, and such Holders of a Majority of Included Registrable Securities shall have the right to (A) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees, and (B) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one (1) or more reputable nationally recognized investment banks, subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed)) and one (1) firm of counsel to represent all of the Holders (along with any reasonably necessary local counsel), in connection with such Demand Registration; provided , that the Company shall select such investment banker(s), manager(s) and counsel (including local counsel) if the Holders of such Majority of Registrable Securities cannot so agree on the same within a reasonable time period.

(vii)        Withdrawal of Registrable Securities . Any Holder whose Registrable Securities were to be included in any such registration pursuant to Section 2(b) may elect to withdraw any or all of its Registrable Securities therefrom, without prejudice to the rights of any such Holder or Holders to include Registrable Securities in any future registration (or registrations), by written notice to the Company delivered on or prior to the effective date of the relevant Demand Registration Statement.

(c)           Piggyback Registration .

(i)           Registration Statement on behalf of the Company . If at any time the Company proposes to file a Registration Statement, other than pursuant to a Shelf Registration under Section 2(a) or any Demand Registration under Section 2(b) , for an offering of Registrable Securities for cash (whether in connection with a public offering of Company Common Stock by the Company, a public offering of Company Common Stock by stockholders other than Holders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4, a rights offering or an offering on any form of Registration Statement that does not permit secondary sales) (a “ Piggyback Registration Statement ”), the Company shall give prompt written notice (the “ Piggyback Notice ”) to all Holders that, to its knowledge, hold Registrable Securities (collectively, the “ Piggyback Eligible Holders ”) of the Company’s intention to file a Piggyback Registration Statement reasonably in advance of (and in any event at least ten (10) Business Days before) the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the Piggyback Eligible Holders

the opportunity to include for registration in such Piggyback Registration Statement the number of Registrable Securities of the same class and series as those proposed to be registered as they may request, subject to Section 2(c)(ii)  (a “ Piggyback Registration ”). Subject to Section 2(c)(ii) , the Company shall use its commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests (each, a “ Piggyback Request ”) from Piggyback Eligible Holders within five (5) Business Days after giving the Piggyback Notice. If a Piggyback Eligible Holder decides not to include all of its Registrable Securities in any Piggyback Registration Statement thereafter filed by the Company, such Piggyback Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Piggyback Registration Statements or Registration Statements as may be filed by the Company with respect to offerings of Registrable Securities, all upon the terms and conditions set forth herein. The Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register pursuant to the Piggyback Requests, to the extent required to permit the disposition of the Registrable Securities so requested to be registered.

(ii)          Priority of Registration . If the Piggyback Registration under which the Company gives notice pursuant to Section 2(c)(i)  is an underwritten offering, and the managing underwriter or managing underwriters of such offering advise the Company and the Piggyback Eligible Holders that, in their reasonable view the amount of securities requested to be included in such registration (including Registrable Securities requested by the Piggyback Eligible Holders to be included in such offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the Maximum Offering Size (which, for the purposes of a Piggyback Registration shall be within a price range acceptable to the Company), then the Company shall so advise all Piggyback Eligible Holders with Registrable Securities proposed to be included in such Piggyback Registration, and shall include in such offering the number which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) in the case of a Company initiated registration, (1)  first , the securities that the Company proposes to sell up to the Maximum Offering Size, (2)  second , the Registrable Securities requested to be included in such Piggyback Registration, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Piggyback Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each Piggyback Eligible Holder, and (3)  third , Other Registrable Securities requested to be included in such Piggyback Registration, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the holders thereof on the basis of the number of securities requested to be included therein by each such holder and (B) in the case of a non-Company initiated registration, (1)  first , the securities requested to be included in such offering by the holders of the Company’s securities initiating such registration, up to the Maximum Offering Size, (2)  second , the Registrable Securities requested to be included in such Piggyback Registration, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Piggyback Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each Piggyback Eligible Holder, (3)  third , any securities requested to be included in such Piggyback Registration

by the Company, and (4) fourth , Other Registrable Securities requested to be included in such offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder. All Piggyback Eligible Holders requesting to be included in the Piggyback Registration must sell their Registrable Securities to the underwriters selected as provided in Section 2(c)(iv)  on the same terms and conditions as apply to the Company or the holder that initiated such registration. Promptly (and in any event within one (1) Business Day) following receipt of notification by the Company from the managing underwriter of a range of prices at which such Registrable Securities are likely to be sold, the Company shall so advise each Piggyback Eligible Holder requesting registration in such offering of such price. If any Piggyback Eligible Holder disapproves of the terms of any such underwriting (including the price offered by the underwriter(s) in such offering), such Piggyback Eligible Holder may elect to withdraw any or all of its Registrable Securities therefrom, without prejudice to the rights of any such Holder or Holders to include Registrable Securities in any future Piggyback Registration or other registration statement, by written notice to the Company and the managing underwriter(s) delivered on or prior to the effective date of such Piggyback Registration Statement. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Piggyback Eligible Holder that is a partnership, limited liability company, corporation or other entity, the partners, members, stockholders, Subsidiaries, parents and Affiliates of such Piggyback Eligible Holder, or the estates and Family Members of any such partners/members and retired partners/members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “Piggyback Eligible Holder,” and any pro rata reduction with respect to such “Piggyback Eligible Holder” shall be based upon the aggregate amount of securities carrying registration rights owned by all entities and individuals included in such “Piggyback Eligible Holder,” as defined in this sentence.

(iii)         Withdrawal from Registration . The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2(c) prior to the effective date of such Registration Statement, whether or not any Piggyback Eligible Holder has elected to include Registrable Securities in such Registration Statement, without prejudice, however, to the right of the Holders immediately to request that such registration be effected as a registration under Section 2(b) to the extent permitted thereunder and subject to the terms set forth therein. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 4 hereof.

(iv)         Selection of Bankers and Counsel . If a Piggyback Registration pursuant to this Section 2(c) involves an underwritten offering, the Company shall have the right, in consultation with the Holders of a Majority of Included Registrable Securities included in such underwritten offering, to (A) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees and (B) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter.

(v)          Effect of Piggyback Registration . No registration effected under this Section 2(c) shall relieve the Company of its obligations to effect any registration of the offer and sale of Registrable Securities upon request under Section 2(a) or Section 2(b) hereof and no registration effected pursuant to this Section 2(c) shall be deemed to have been effected pursuant to Section 2(a) or Section 2(b) hereof.

(d)           Notice Requirements . Any Demand Notice, Demand Eligible Holder Request, Piggyback Request or Shelf Takedown Notice shall (i) specify the maximum number or class or series of Registrable Securities intended to be offered and sold by the Holder making the request, (ii) express such Holder’s bona fide intent to offer up to such maximum number of Registrable Securities for distribution, (iii) describe the nature or method of the proposed offer and sale of Registrable Securities (to the extent applicable), and (iv) contain the undertaking of such Holder to provide all such information and materials and take all action as may reasonably be required in order to permit the Company to comply with all applicable requirements in connection with the registration of such Registrable Securities.

(e)           Suspension Period. Notwithstanding any other provision of this Section 2 , the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration for a period of up to forty-five (45) days (i) if the Company is subject to any of its customary suspension or blackout periods, for all or part of such period; (ii) upon issuance by the Commission of a stop order suspending the effectiveness of any Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act; (iii) if the Company believes that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan or (y) would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (y) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iv) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; (v) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement; provided that the Investor shall have Piggyback Registration rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 2(c) ; or (vi) if any other material development would materially and adversely interfere with any such Demand Registration or Shelf Registration (any such period, a “ Suspension Period ”); provided , however , that in such event, the Initiating Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration as the Company will pay all Registration Expenses in connection with such registration; and provided further , that in no event shall the

Company declare a Suspension Period more than twice in any twelve (12) month period or for more than an aggregate of ninety (90) days in any twelve (12) month period. The Company shall give written notice to the Holders of its declaration of a Suspension Period and of the expiration of the relevant Suspension Period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2(e) , once the Suspension Period ends, the Initiating Holder may request a new Demand Registration or a new Shelf Registration (neither such request shall be counted as an additional Demand Registration for purposes of subclause (1) in the proviso of Section 2(b)(iii) ).

(f)           Required Information. The Company may require each Holder of Registrable Securities as to which any Registration Statement is being filed or sale is being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing ( provided that such information shall be used only in connection with such registration) and the Company may exclude from such registration or sale the Registrable Securities of any such Holder who fails to furnish such information within a reasonable time after receiving such request. Each Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(g)           Other Registration Rights Agreements. The Company has not entered into and, unless agreed in writing by each Holder on or after the date of this Agreement, will not enter into, any agreement that (i) is inconsistent with the rights granted to the Holders with respect to Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof in any material respect or (ii) other than as set forth in this Agreement, would allow any holder of Company Common Stock to include Company Common Stock in any Registration Statement filed by the Company on a basis that is more favorable in any material respect to the rights granted to the Holders hereunder.

(h)           Cessation of Registration Rights. All registration rights granted under this Section 2 shall continue to be applicable with respect to any Holder until such Holder no longer holds any Registrable Securities.

offering (including an Underwritten Shelf Takedown) that is an Alternative Transaction shall provide prompt notice (but in no event later than twenty-four (24) hours consisting of Business Days prior to such Alternative Transaction) to the Company and any other Affiliated Holder setting forth the proposed timeline for such offering to permit participation by such other Affiliated Holder in such offering, and such other Affiliated Holder shall be entitled to participate in such offering so long as the participation of such other Affiliated Holder does not materially delay the proposed timeline of such Alternative Transaction specified in the notice.

(a)          The Company will (i) prepare and file a Registration Statement or a prospectus supplement, as applicable, with the Commission (within the time period specified in Section 2(a) or Section 2(b) , as applicable, in the case of a Shelf Registration, an Underwritten Shelf Takedown or a Demand Registration) which Registration Statement (A) shall be on a form selected by the Company for which the Company qualifies, (B) shall be available for the sale or exchange of the Registrable Securities in accordance with the intended method or methods of distribution, and (C) shall comply as to form in all material respects with the requirements of the applicable form and include and/or incorporate by reference all financial statements required by the Commission to be filed therewith, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the periods provided under Section 2(a) or Section 2(b) , as applicable, in the case of a Shelf Registration Statement or a Demand Registration Statement, (iii) use its commercially reasonable efforts to prevent the occurrence of any event that would cause a Registration Statement to contain a material misstatement or omission or to be not effective and usable for resale of the Registrable Securities registered pursuant thereto (during the period that such Registration Statement is required to be effective as provided under Section 2(a) or Section 2(b) ), and (iv) cause each Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of such Registration Statement, amendment or supplement (x) to comply in all material respects with any requirements of the Securities Act and the rules and regulations of the Commission and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company will, (1) at least five (5) Business Days prior to the anticipated filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto (including any documents incorporated by reference therein), or before using any Issuer Free Writing Prospectus, furnish to such Holders, the Holders’ counsel and the managing underwriter or underwriters of an underwritten offering of Registrable Securities, if applicable, copies of all such documents proposed to be filed, (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the Commission such comments as such Holder, its counsel or underwriter reasonably shall propose within three (3) Business Days of receipt of such copies by the

Holders and (3) not file any Registration Statement or any related Prospectus or any amendment or supplement thereto containing information regarding a participating Holder to which a participating Holder objects.

(b)          The Company will as promptly as reasonably practicable (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as (A) may be reasonably requested by any Holder of Registrable Securities covered by such Registration Statement necessary to permit such Holder to sell in accordance with its intended method of distribution or (B) may be necessary under applicable law to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for the periods provided under Section 2(a) or Section 2(b) , as applicable, in accordance with the intended method of distribution and, subject to the limitations contained in this Agreement, prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities held by the Holders, (ii) cause the related Prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond to any comments received from the Commission with respect to each Registration Statement or Prospectus or any amendment thereto, and (iv) as promptly as reasonably practicable, provide such Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement or Prospectus other than any comments that the Company determines in good faith would result in the disclosure to such Holders of material non-public information concerning the Company that is not already in the possession of such Holder.

(c)          The Company will comply in all material respects with the provisions of the Securities Act and the Exchange Act (including Regulation M under the Exchange Act) with respect to each Registration Statement and the disposition of all Registrable Securities covered by each Registration Statement.

(d)          The Company will notify such Holders that, to its knowledge, hold Registrable Securities and the managing underwriter or underwriters of an underwritten offering of Registrable Securities, if applicable, as promptly as reasonably practicable: (i)(A) when a Registration Statement, any pre-effective amendment, any Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement or any free writing prospectus is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to each Holder, its counsel and each underwriter, if applicable, other than information which the Company determines in good faith would constitute material non-public information that is not already in the possession of such Holder); and (C) with respect to each Registration Statement or any post-effective amendment thereto, when the same has been declared effective; (ii) of any request by the Commission or any other federal or state governmental or regulatory authority for amendments or supplements to a Registration Statement or Prospectus or for additional information (whether before or after the

effective date of the Registration Statement) or any other correspondence with the Commission or any such authority relating to, or which may affect, the Registration Statement; (iii) of the issuance by the Commission or any other governmental or regulatory authority of any stop order, injunction or other order or requirement suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement or similar agreement cease to be true and correct in all material respects; or (vi) of the occurrence of any event that makes any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or if, as a result of such event or the passage of time, such Registration Statement, Prospectus or other documents requires revisions so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement or Prospectus, or if, for any other reason, it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act, which shall correct such misstatement or omission or effect such compliance.

(e)          The Company will use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any stop order or other order suspending the effectiveness of a Registration Statement or the use of any Prospectus, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment, or if any such order or suspension is made effective during any Suspension Period, at the earliest practicable moment after the Suspension Period is over.

(f)          During the Effectiveness Period or the Shelf Period, as applicable, the Company will furnish to each selling Holder and the managing underwriter or underwriters of an underwritten offering of Registrable Securities, if applicable, upon their request, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such selling Holder or underwriter (including those incorporated by reference) promptly after the filing of such documents with the Commission.

(g)          The Company will promptly deliver to each selling Holder and the managing underwriter or underwriters of an underwritten offering of Registrable Securities, if applicable, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such selling Holder or underwriter may reasonably request in order to facilitate the disposition of the

Registrable Securities by such selling Holder or underwriter. The Company consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders and any applicable underwriter in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(h)          The Company will use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by a Registration Statement, no later than the time such Registration Statement is declared effective by the Commission, under all applicable securities laws (including the “blue sky” laws) of such jurisdictions each underwriter, if any, or any selling Holder shall reasonably request; (ii) keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective under the terms of this Agreement and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable such underwriter, if any, and each selling Holder to consummate the disposition in each such jurisdictions of the Registrable Securities covered by such Registration Statement; provided , however , that the Company will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction.

(i)          To the extent that the Company has certificated shares of Company Common Stock, the Company will cooperate with each Holder and the underwriter or managing underwriter of an underwritten offering of Registrable Securities, if applicable, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as each Holder or the underwriter or managing underwriter of an underwritten offering of Registrable Securities, if any, may request in writing. In connection therewith, if required by the Company’s transfer agent, the Company will promptly, after the effective date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with such transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the Holder or the underwriter or managing underwriter of an underwritten offering of Registrable Securities, if any, of such Registrable Securities under the Registration Statement.

(j)          Upon the occurrence of any event contemplated by Section 3(d)(vi) , as promptly as reasonably practicable, the Company will prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statement or a supplement to the related Prospectus or any document

incorporated or deemed to be incorporated therein by reference or to the applicable Issuer Free Writing Prospectus, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading and no Issuer Free Writing Prospectus will include information that conflicts with information contained in the Registration Statement or Prospectus, such that each selling Holder can resume disposition of such Registrable Securities covered by such Registration Statement or Prospectus.

(k)          Selling Holders may distribute the Registrable Securities by means of an underwritten offering; provided that (i) such Holders provide to the Company a Shelf Takedown Notice or Demand Notice of their intention to distribute Registrable Securities by means of an underwritten offering, (ii) the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein, (iii) each Holder participating in such underwritten offering agrees to enter into customary agreements, including an underwriting agreement in customary form, and sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders entitled to select the managing underwriter or managing underwriters hereunder (provided that any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties, agreements and indemnities regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution, the accuracy of information concerning such Holder as provided by or on behalf of such Holder, and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder in connection with such offering shall not exceed such Holder’s net proceeds from the disposition of such Holder’s Registrable Securities in such offering) and (iv) each Holder participating in such underwritten offering completes and executes all questionnaires, powers of attorney, custody agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each Holder that, in connection with any underwritten offering in accordance with the terms hereof, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and will procure auditor “comfort” letters addressed to the underwriters in the offering from the Company’s independent certified public accountants or independent auditors (and, if necessary, any other independent certified public accountants or independent auditors of any Subsidiary of the Company or any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort letters as the underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement.

(l)          The Company will obtain for delivery to the underwriter or underwriters of an underwritten offering of Registrable Securities an opinion or opinions from counsel for the Company (including any local counsel reasonably requested by the underwriters) dated the most recent effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings, which opinions shall be reasonably satisfactory to such underwriters and their counsel.

(m)          For a reasonable period prior to the filing of any Registration Statement and throughout the Effectiveness Period or the Shelf Period, as applicable, the Company will make available upon reasonable notice at the Company’s principal place of business or such other reasonable place for inspection by a representative appointed by the Holders of a Majority of Included Registrable Securities covered by the applicable Registration Statement, by any managing underwriter or managing underwriters selected in accordance with this Agreement and by any attorney, accountant or other agent retained by such Holders or underwriter, such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege in such counsel’s reasonable belief) to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act.

(n)          The Company will (i) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement and provide and enter into any reasonable agreements with a custodian for the Registrable Securities and (ii) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities.

(o)          The Company will cooperate with each Holder of Registrable Securities and each underwriter or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA and in performance of any due diligence investigations by any underwriter.

(p)          The Company will use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, the Trading Market, FINRA and any state securities authority, and make available to each Holder, as soon as reasonably practicable after the effective date of the Registration Statement, an earnings statement covering at least twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158.

(q)          The Company will use its commercially reasonable efforts to ensure that any Issuer Free Writing Prospectus utilized in connection with any Prospectus complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, will not contain

any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(r)          In connection with any registration of Registrable Securities pursuant to this Agreement, the Company will take all commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of Registrable Securities by such Holders, including using commercially reasonable efforts to cause appropriate officers and employees to be available, on a customary basis and upon reasonable advance notice, to meet with prospective investors in presentations, meetings and road shows; provided, however that the Company shall not be required to participate in any marketing effort that is longer than two business days or requires face to face meeting with investors more than once every ninety (90) days and no more than twice in a twelve month period.

(s)          The Company shall use its commercially reasonable efforts to list the Company Common Stock and any other Registrable Securities of any class or series covered by a Registration Statement on the New York Stock Exchange or The Nasdaq Global Market or any successor national securities exchange. Following the listing of the Company Common Stock and any other Registrable Securities on the New York Stock Exchange or The Nasdaq Global Market or any successor national securities exchange, the Company will use its commercially reasonable efforts to maintain such listing until each Holder has sold all of its Registrable Securities.

(t)          The Company shall, if such registration for an underwritten offering is pursuant to a Registration Statement on Form S-3 or any similar short-form registration, include in such Registration Statement such additional information for marketing purposes as the managing underwriter reasonably requests.

(u)          The Company shall use its commercially reasonable efforts to cooperate in a timely manner with any reasonable and customary request of the Holders in respect of any Alternative Transaction, including entering into customary agreements with respect to such Alternative Transactions (and providing customary representations, warranties, covenants and indemnities in such agreements) as well as providing other reasonable assistance in respect of such Alternative Transactions of the type applicable to a public offering subject to this Section 4 , to the extent customary for such transactions.

“ Registration Expenses ” shall include, without limitation, (i) all registration, qualification and filing fees and expenses (including fees and expenses (A) of the Commission or FINRA, (B) incurred in connection with the listing of the Registrable Securities on the

Trading Market, and (C) in compliance with applicable state securities or “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities)); (ii) printing expenses (including expenses of printing certificates for the Company’s shares and of printing prospectuses); (iii) analyst or investor presentation or road show expenses of the Company and the underwriters, if any; (iv) messenger, telephone and delivery expenses; (v) reasonable fees and disbursements of counsel (including any local counsel), auditors and accountants for the Company (including the expenses incurred in connection with “comfort letters” required by or incident to such performance and compliance); (vi) the reasonable fees and disbursements of underwriters to the extent customarily paid by issuers or sellers of securities (including, if applicable, the fees and expenses of any “qualified independent underwriter” (and its counsel) that is required to be retained in accordance with the rules and regulations of FINRA; (vii) fees and expenses of any special experts retained by the Company; (viii) Securities Act liability insurance, if the Company so desires such insurance; (ix) reasonable fees and disbursements of one counsel (along with any reasonably necessary local counsel) representing all Holders mutually agreed by Holders of a Majority of Included Registrable Securities participating in the related registration; provided that if Capital Group and Aurelius have Registrable Securities included in any registration, reasonable fees and disbursements of two counsel and (x) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies. In addition, the Company shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries and expenses of the Company’s officers and employees performing legal or accounting duties), the expense of any annual audit and any underwriting fees, discounts, selling commissions and stock transfer taxes and related legal and other fees applicable to securities sold by the Company and in respect of which proceeds are received by the Company. Each Holder shall pay any Selling Expenses applicable to the sale or disposition of such Holder’s Registrable Securities pursuant to any Demand Registration Statement or Piggyback Registration Statement, or pursuant to any Shelf Registration Statement under which such selling Holder’s Registrable Securities were sold, in proportion to the amount of such selling Holder’s shares of Registrable Securities sold in any offering under such Demand Registration Statement, Piggyback Registration Statement or Shelf Registration Statement.

(a)          If requested by a participating Holder, the Company shall indemnify and hold harmless each underwriter, if any, engaged in connection with any registration referred to in Section 2 and provide representations, covenants, opinions and other assurances to such underwriter in form and substance reasonably satisfactory to such underwriter and the Company. Further, the Company shall indemnify and hold harmless each Holder, its partners, stockholders, equityholders, general partners, managers, and Affiliates and each of their respective officers and directors and any Person who controls any such Holder (within the meaning of the Securities Act) and any employee or Representative thereof (collectively, “ Indemnified Persons ”), to the fullest extent permitted by applicable law,

from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’, accountants’ and experts’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “ Losses ”), as incurred, arising out of, based upon, resulting from or relating to (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Securities were registered, Prospectus (including in any preliminary prospectus (if used prior to the effective date of such Registration Statement)), or in any summary or final prospectus or free writing prospectus or in any amendment or supplement thereto or in any documents incorporated by reference in any of the foregoing or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, or (iii) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state or common law rule or regulation relating to action or inaction in connection with any Company provided information in such registration, disclosure document or related document or report, and the Company will reimburse such Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided , however , that the Company shall not be liable to any Indemnified Person to the extent that any such Losses arise out of, are based upon or results from an untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Indemnified Person specifically for use in the preparation thereof.

(b)          In connection with any Registration Statement filed by the Company pursuant to Section 2 hereof in which a Holder has registered for sale its Registrable Securities, each such selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers, Affiliates, employees, agents and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by or on behalf of such selling Holder to the Company specifically for inclusion in such Registration Statement or Prospectus and has not been corrected in a subsequent writing prior to the sale of the Registrable Securities to the Indemnified Person asserting the claim. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts

paid by such Holder pursuant to Section 5(d) and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.

(c)          Any indemnified person shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification ( provided that any delay or failure to so notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided , however , that any indemnified person shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the indemnified person and employ counsel reasonably satisfactory to such indemnified person, (C) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified persons that are different from or in addition to those available to the indemnifying party, or (D) in the reasonable judgment of any such indemnified person (based upon advice of its counsel) a conflict of interest may exist between such indemnified person and the indemnifying party with respect to such claims (in which case, if the indemnified person notifies the indemnifying party in writing that such indemnified person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such indemnified person). No action may be settled without the consent of the indemnifying party, provided that the consent of the indemnified party shall not be required if (A) such settlement includes an unconditional release of such indemnified party in form and substance satisfactory to such indemnified party from all liability on the claims that are the subject matter of such settlement; (B) such settlement provides for the payment by the indemnifying party of money as the sole relief for such action and (C) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 5(c) , in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time. Notwithstanding the provisions of this Section 5(c) , no selling Holder shall be required to contribute any amount in excess of the net proceeds (after deducting the underwriters’ discounts and commissions) received by such selling Holder in the offering. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each selling Holder’s obligation to contribute pursuant to this Section 5(c) is several in the proportion that the proceeds of the offering received by such selling Holder bears to the total proceeds of the offering received by all such selling Holders and not joint.

The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(a)           Remedies . In the event of a breach by the Company of any of its obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)           Discontinued Disposition . Each Holder agrees by its acquisition of Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in clauses (ii) through (iv) and (vi) of Section 3(d) or the occurrence of a Suspension Period, such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemental Prospectus or amended Registration Statement or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.  The Company may provide appropriate stop orders to enforce the provisions of this Section 8(b) . In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus or is advised in writing by the Company that the use of the Prospectus may be resumed.

(c)           Amendments . This Agreement may be amended with the consent of the Company and the Company may take any action herein prohibited, or omit to perform

any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act of each of the Holders.

(d)           Waivers . No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

(e)           Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Section 8(e) prior to 5:00 p.m. (New York time) on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Company:

with a copy (which shall not constitute notice) to:

If to any other Person who is then a Holder, to the address of such Holder as it appears on the signature pages hereto or such other address as may be designated in writing hereafter by such Person.

(f)           Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors, legal representatives and Permitted Assignees, provided , that , all of the following additional conditions are satisfied: (i) the transfer was made in accordance with

applicable securities laws; (ii) such Permitted Assignee agrees in writing to become subject to the terms of this Agreement; (iii) the Company is given written notice by such Holder of such transfer, stating the name and address of the Permitted Assignee. Nothing in this Section 8(f) shall affect any restrictions on transfer contained in any other contract by and among the Company and any of the Holders, or by and among any of the Holders. The Company may not assign its respective rights or obligations hereunder without the prior written consent of each Holder.

(g)           Governing Law . This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

(h)           Submission to Jurisdiction . Each of the Parties, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8(e) hereof is reasonably calculated to give actual notice.

(i)           Waiver of Venue . The Parties irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, (i) any objection that they may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating

to this Agreement in any court referred to in Section 8(h) and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(j)           Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(k)           Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)           Entire Agreement . This Agreement, together with each of the other Transaction Documents, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and supersedes any and all prior or contemporaneous discussions, agreements and understandings, whether oral or written, that may have been made or entered into by or among any of the Parties or any of their respective Affiliates relating to the transactions contemplated hereby.

(m)           Execution of Agreement . This Agreement may be executed and delivered (by facsimile, by electronic mail in portable document format (.pdf) or otherwise) in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement.

(n)           Determination of Ownership . In determining ownership of Company Common Stock hereunder for any purpose, the Company may rely solely on the records of the transfer agent for the Company’s Company Common Stock from time to time, or, if no such transfer agent exists, the Company’s stock ledger.

(o)           Headings; Section References . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(p)           No Recourse . Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Holders may be partnerships or limited liability companies, each Holder covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of the Company’s or the Holder’s former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, financing sources, managers, general or limited partners or assignees (each, a “ Related Party ” and collectively, the “ Related Parties ”), in each case other than the Company, the Holders or any of their

respective assignees under this Agreement, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation or liability of the Company or the Holders under this Agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however, nothing in this Section 8(p) shall relieve or otherwise limit the liability of the Company or any Holder, as such, for any breach or violation of its obligations under this Agreement or such agreements, documents or instruments.

(q)           Recapitalizations, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (a) the Company Common Stock, (b) any and all securities into which shares of Company Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (c) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the Company Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to assume the obligations of the Company under this Agreement or enter into a new registration rights agreement with the Holders on terms substantially the same as this Agreement as a condition of any such transaction.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGES OF HOLDERS TO FOLLOW]

SCHEDULE I

American High-Income Trust

The Bond Fund of America

Capital Income Builder

The Growth Fund of America

American Funds Global High-Income Opportunities Fund

The Income Fund of America

International Growth and Income Fund

American Funds Insurance Series – Asset Allocation Fund

American Funds Insurance Series – Bond Fund

American Funds Insurance Series – Global Bond Fund

American Funds Insurance Series – Global Growth and Income Fund

American Funds Insurance Series – High-Income Bond Fund

Capital World Bond Fund

SMALLCAP World Fund, Inc.

Capital Group Global High-Income Opportunities Trust (US)

Capital Group US High-Yield Fixed-Income Trust (US)

Next Generation Trust Fund

Sempra Energy Defined Benefit Master Trust

JNL/Capital Guardian Global Balanced Fund

Capital International Global High-Income Opportunities

Capital Group Strategic Opportunities Fund

ACP Master, Ltd.
Aurelius Capital Master, Ltd.
Aurelius Convergence Master, Ltd.
Aurelius Investment, LLC

Exhibit 10.3

NII HOLDINGS, INC.

Restricted Stock Award Agreement

(Employees)

THIS AGREEMENT, dated as of the «Day» day of «Month», «Year», between NII Holdings, Inc., a Delaware corporation (the “Company”), and «First_Name» «Last_Name» (the “Participant”), is made pursuant to and subject to the provisions of the NII Holdings, Inc. 2015 Incentive Compensation Plan and any successor plan (the “Plan”).  All terms that are used herein that are defined in the Plan shall have the same meaning given them in the Plan.

1.           Award of Stock .  Pursuant to the Plan, the Company, on «Month» «Day», «Year» (the “Award Date”), awarded the Participant «Actual Grant» shares of Common Stock (“Restricted Stock”), subject to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein.

2.           Restrictions .  Except as provided in this Agreement, the Restricted Stock is nontransferable and is subject to a substantial risk of forfeiture.

3.           Vesting .  Subject to Sections 4, 5 and 6 below, the shares of Restricted Stock shall be transferable and nonforfeitable (“Vested”) with respect to thirty three and one third percent (33 1/3%) of the shares of Restricted Stock covered hereby on each of the first, second and third anniversaries of the Award Date, in each case for so long as the Participant remains in the continuous employ of the Company or any Subsidiary.

4.           Death, Disability, Retirement or Termination Without Cause .  Section 3 to the contrary notwithstanding, if the Participant dies, becomes permanently and totally disabled within the meaning of Code Section 22(e)(3) (“Disabled”) or retires from employment with the Company or any Affiliate at or after age 65 or at an earlier age with the consent of the Committee, in each case prior to the forfeiture of the shares of Restricted Stock under Section 6, all shares of Restricted Stock that are not then Vested shall become Vested as of the date of the Participant’s death, becoming Disabled or retirement.  Additionally, notwithstanding Section 3 to the contrary, the Restricted Stock shall become Vested with respect to a pro rata portion of the shares of Restricted Stock covered hereby if the Participant’s employment with the Company or an Affiliate is terminated by the Company or such Affiliate without Cause and neither the preceding sentence of this Section 4 nor Section 5 applies.  Such pro-rata portion shall be equal to the product of (i) the number of shares of Restricted Stock covered hereby that are not Vested as of the date of termination, multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed from (A) the Award Date, if the Participant’s employment with the Company or an Affiliate is

terminated by the Company or such Affiliate without Cause prior to the first anniversary of the Award Date, or (B) the anniversary of the Award Date immediately preceding the date of termination, if the Participant’s employment with the Company or an Affiliate is terminated by the Company or such Affiliate without Cause on or after the first anniversary of the Award Date, and the denominator of which is (x) 1,095, if the date of termination occurs prior to the first anniversary of the Award Date, (y) 730, if the date of termination occurs on or after the first anniversary of the Award Date, but prior to the second anniversary of the Award Date, or (z) 365, if the date of termination occurs on or after the second anniversary of the Award Date, but prior to the third anniversary of the Award Date.

5.           Change in Control . Upon a Change in Control, the shares of Restricted Stock that are not then Vested shall become Vested if the shares of Restricted Stock are not assumed, replaced or converted to an equivalent award by the entity that survives or otherwise results from the Change in Control (the “surviving entity”) (or affiliate thereof) for securities tradable on an established securities market. If the shares of Restricted Stock are amended, replaced or converted to an equivalent award by the surviving entity (or an affiliate thereof) for securities tradable on an established securities market (a “Replacement Award”), any such Replacement Award shall be fully Vested in the circumstances described in the first sentence of Section 4 or if, within twelve (12) months after a Change in Control, (a) the Participant’s employment with the surviving entity or any affiliate thereof is terminated by the surviving entity or such affiliate without Cause and not in the circumstances described in the following sentence, or (b) the Participant voluntarily terminates his or her employment with the surviving entity or any affiliate thereof for Good Reason. Such Replacement Award shall not become Vested if the Participant’s employment with the surviving entity or any affiliate thereof is terminated within twelve (12) months after a Change in Control for Cause or because of the Participant’s voluntary withdrawal from employment for any reason other than (a) Good Reason or (b) the circumstances described in the first sentence of Section 4.  For the avoidance of doubt, neither any change in the national securities exchange on which the Common Stock is listed, nor the Common Stock ceasing to be listed on a national securities exchange, shall constitute in and of itself a Change in Control.

For purposes of this Agreement, Good Reason shall be defined as one or more of the following conditions arising without the Participant’s consent:

(a)          A material reduction in the Participant’s authority, duties or responsibilities in effect on the date of the Change in Control;

(b)          A material reduction in the Participant’s base salary in effect on the date of the Change in Control;

(c)          A material reduction in the Participant’s target bonus opportunity as compared to the Participant’s target bonus opportunity in effect on the date of the Change in Control;

(d)          A material reduction in the Participant’s target long-term incentive compensation opportunity as compared to the Participant’s target long-term

incentive compensation opportunity in effect on the date of the Change in Control;

(e)          A relocation of the Participant’s principal office more than forty (40) miles away from the location of the Participant’s principal office on the date of the Change in Control; or

(f)          Any other action or inaction that constitutes a material breach by the surviving entity or affiliate thereof of any written agreement under which the Participant provides services.

Notwithstanding the foregoing, a condition will not constitute “Good Reason,” unless, prior to the Participant’s termination of his or her employment: (1) the Participant provides written notice to the Company, Affiliate, surviving entity or affiliate thereof by which he or she is employed of the condition that he or she believes constitutes “Good Reason” within ninety (90) days of the occurrence of the condition, (2) the Participant thereafter provides at least thirty (30) days for the Company, Affiliate, such surviving entity or affiliate thereof to cure the condition that he or she believes constitutes “Good Reason,” and (3) if such condition is not cured within such thirty (30) day period, the Participant terminates his or her employment not later than ten (10) days after the end of such thirty (30) day period.

6.           Forfeiture .  All shares of Restricted Stock that are not then Vested shall be forfeited if the Participant’s employment with the Company or an Affiliate terminates prior to the date such shares become Vested in accordance with Sections 3, 4 and 5 above or in the event the Administrator makes a final determination that the Participant has breached the provisions of Section 12.

7.           Stockholder Rights and Stock Certificates .  The Participant will have the right to receive dividends on and to vote the Restricted Stock.  The Restricted Stock may be evidenced in such manner as the Committee shall determine.  If certificates representing Restricted Stock are registered in the name of the Participant, the Company may retain possession of the certificates until the Restricted Stock becomes Vested.

8.           Fractional Shares .  Fractional shares shall not be issuable hereunder, and when any provision hereof or the Plan may entitle the Participant to a fractional share, such fraction shall be disregarded.

9.           Withholding Taxes .  If the Company or a Subsidiary shall be required to withhold any federal, state, local or foreign income, employment or other tax in connection with the Vesting of the Award, the Participant shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof. The Participant may elect to have the Company retain from payment on settlement of the Award the number of shares of Common Stock (based on the closing price of the Company’s

Common Stock on the Nasdaq Stock Market on the vesting date) equal to the amount of any required withholding.

10.          Right to Terminate Employment and Change Employment Terms .  No provision of this Agreement shall confer on the Participant any right to continue in the employ or service of the Company or any Subsidiary or in any way affect any right or power that the Company or any Subsidiary may otherwise have to terminate the employment or service of the Participant or to change any terms of the Participant’s employment at any time with or without assigning a reason therefore.

11.          Change in Capital Structure .  In accordance with the terms of the Plan, the terms of this Award shall be adjusted as the Committee determines is equitably required in the event (a) the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (b) there occurs any other event which, in the judgment of the Committee necessitates such action.  Any such adjustment shall be made in compliance with Code Section 409A.

12.          Confidentiality.   The Participant agrees that, as a condition of receiving the Restricted Stock, the Participant shall not, unless otherwise required by law, discuss or otherwise disclose to any person or entity any information contained in this Award, including but not limited to the fact that the Participant received the Award and the number of shares of Restricted Stock granted herein.

13.          Governing Law, Personal Jurisdiction and Service .  This Agreement shall be governed by, and interpreted in accordance with the internal substantive laws of the State of Delaware, without giving effect to the principles of conflicts of law.  Each party hereto irrevocably submits itself to the exclusive personal jurisdiction of the Federal and State courts sitting in the State of Delaware, and hereby waives any claims it may have as to inconvenient forum.  Each party hereto also agrees that service of process may be achieved by any form of mail addressed to the party to be served and requiring a signed receipt, at the address provided in Section 14 of this Agreement or to the address provided to the Company or its Subsidiary.  

14.          Notice .  Any notice or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

Any such notice shall be deemed to have been given (a) on the date of postmark, in the case of notice by mail, or (b) on the date of delivery, if delivered in person.

15.          Conflicts .  In the event of any conflict between the provisions of the Plan as in effect on the date of grant and the provisions of this Agreement, the provisions of the Plan shall govern.  

16.          Amendments .  Any amendment to the Plan effected after the date hereof shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no such amendment shall adversely affect the right of the Participant with respect to the Restricted Stock without the Participant’s consent.

17.          Participant Bound by Plan .  The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

18.          Binding Effect .  Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.

19.          Data Privacy Consent .  As a condition of the grant of the Restricted Stock, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Section 19 by and among, as applicable, the Participant’s employer, the Company and its Subsidiaries and Affiliates, for the exclusive purposes of implementing, administering and managing the Participant’s participation in the Plan.  The Participant understands that the Company and its Subsidiaries hold certain personal information about him or her, including his or her name, home address and telephone number, date of birth, social security or identity number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the purpose of managing and administering the Plan (“Data”).  The Participant further understands that the Company and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of his or her participation in the Plan, and that the Company and/or any of its Subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.  The Participant understands that these recipients may be located in the U.S., South America, or elsewhere.  He or she authorizes them to receive, possess, use, retain and transfer, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer to a broker or other third party with whom he or she may elect to deposit any

shares of stock acquired under the Plan, such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on his or her behalf.  The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.  The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Corporate Secretary.  The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect his or her ability to participate in the Plan.  For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf as of the «Day» day of «Month», «Year», and the Participant has affixed his signature hereto.

Exhibit 10.4

NII HOLDINGS, INC.

Nonqualified Stock Option Agreement

(NII Employees)

WHEREAS, «FIRST_NAME» «LAST_NAME» (the “Optionee”) is an employee of NII Holdings, Inc. (the “Company”) or one of its Subsidiaries;

WHEREAS, the execution of a stock option agreement in the form hereof has been authorized to establish and evidence the principal terms and conditions applicable to an option grant made to Optionee on «Day» «Month», «Year» (the “Date of Grant”) pursuant to authorization by a resolution of the Compensation Committee of the Board of Directors (the “Committee”) of the Company that was duly adopted on June 26, 2015; and

WHEREAS, the option granted to Optionee by resolution of the Committee, on the terms set forth herein, is intended to be a nonqualified stock option and shall not be treated as an “incentive stock option” within the meaning of that term under Section 422 of the Internal Revenue Code of 1986 (the “Code”).

NOW, THEREFORE, pursuant to and subject to the Company’s 2015 Incentive Compensation Plan and any successor plan (the “Plan”) and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby grants to the Optionee a nonqualified stock option (the “Option”) to purchase «TARGET» shares of the Company’s Common Stock, par value $.001 per share (“Common Stock”), at an exercise price per share of Common Stock equal to [$], such price being the Fair Market Value of the Common Stock on the Date of Grant (“Option Price”).

1.           Vesting of Option .

(a)          Unless terminated as hereinafter provided, the Option shall become exercisable (or “vest”) with respect to thirty three and one third percent (33 1/3%) of the shares of Common Stock covered hereby on each of the first, second and third anniversaries of the Date of Grant, in each case for so long as the Optionee remains in the continuous employ of the Company or any Subsidiary.

(b)          Notwithstanding the provisions of Section 1(a) hereof, the Option shall become immediately and fully exercisable if the Optionee (i) dies or becomes disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or any Subsidiary or (ii) retires from employment with the Company or any Subsidiary at or after age 65 or at an earlier age with the consent of the Committee.

(c)           Notwithstanding the provisions of Section 1(a) hereof, the Option shall become exercisable (or “vest”) with respect to a pro-rata portion of the shares of Common Stock covered hereby if the Optionee’s employment with the Company or an Affiliate is terminated by the Company or such Affiliate without Cause and neither Section 1(b) nor Section 4 applies.  Such pro-rata portion shall be equal to the product of (i) the number of shares of Common Stock covered hereby that remain unvested as of the date of termination, multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed from (A) the Date of Grant, if the Optionee’s employment with the Company or an Affiliate is terminated by the Company or such Affiliate without Cause prior to the first anniversary of the Date of Grant, or (B) the anniversary of the Date of Grant immediately preceding the date of termination, if the Optionee’s employment with the Company or an Affiliate is terminated by the Company or such Affiliate without Cause on or after the first anniversary of the Date of Grant, and the denominator of which is (x) 1,095, if the date of termination occurs prior to the first anniversary of the Date of Grant, (y) 730, if the date of termination occurs on or after the first anniversary of the Date of Grant, but prior to the second anniversary of the Date of Grant, or (z) 365, if the date of termination occurs on or after the second anniversary of the Date of Grant, but prior to the third anniversary of the Date of Grant.

(d)          To the extent that the Option shall have become exercisable in accordance with the terms of this Section 1, it may be exercised in whole or in part from time to time thereafter.

2.           Termination of Option .  The Option shall terminate automatically and without further notice on the earliest of the following dates:

(a)          Ninety days after the date on which the Optionee ceases to be an employee of the Company or any Subsidiary for any reason other than death or disability or retirement at or after age 65 or at an earlier age with the consent of the Committee;

(b)          one year after the date on which the Optionee ceases to be an employee of the Company or any Subsidiary by reason of death or disability or retirement at or after age 65 or at an earlier age with the consent of the Committee; or

(c)          ten years after the Date of Grant;

provided , however , if the Optionee commits an act that the Committee determines to have been intentionally committed and detrimental to the interests of the Company or any Subsidiary, the Option shall terminate on the date of that determination notwithstanding any of the foregoing provisions of this Section 2.

3.           Payment of Option Price and Tax Withholding .  If the Company or a Subsidiary shall be required to withhold any federal, state, local or foreign income, employment or other tax in connection with any exercise of the Option, the Optionee shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof concurrent with the payment of the Option Price pursuant to this Section 3.  The Option Price and any required tax withholding shall be payable (a) in cash in the form of currency or check or other cash equivalent acceptable to the Company, (b) for only the Option Price, by actual or constructive transfer to the Company of nonforfeitable, nonrestricted shares of Common Stock that have been owned by the Optionee for at least six months prior to the date of exercise, or (c) by any combination of the methods of payment described in Sections 3(a) and 3(b) hereof.  Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value as of the day preceding the exercise date.  The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of the shares of Common Stock, which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price and tax withholding and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price and tax withholding not later than the date on which the sale transaction will settle in the ordinary course of business.

4.           Change in Control .  Upon a Change in Control this Option shall become immediately and fully exercisable if the Option is not assumed, replaced or converted to an equivalent award by the entity that survives or otherwise results from the Change in Control (the “surviving entity”) (or an affiliate thereof) for securities tradable on an established securities market.  If the Option is assumed, replaced or converted to an equivalent award by the surviving entity (or an affiliate thereof) for securities tradable on an established securities market (a “Replacement Award”), any such Replacement Award shall be vested in the circumstances described in Section 1(b) or if, within twelve (12) months after a Change in Control, (a) the Optionee’s employment with the surviving entity or any affiliate thereof is terminated by the surviving entity or any affiliate thereof without Cause and not in the circumstances described in the following sentence, or (b) the Optionee voluntarily terminates his or her employment with the surviving entity or any affiliate thereof for Good Reason.  Such Replacement Award shall not become fully exercisable if, the Optionee’s employment with the surviving entity or any affiliate is terminated within twelve (12) months after a Change in Control for Cause or because of the Optionee’s voluntary withdrawal from employment for any reason other than (a) Good Reason or (b) the circumstances described in Section 1(b).  For the avoidance of doubt, neither any change in the national

securities exchange on which the Common Stock is listed, nor the Common Stock ceasing to be listed on a national securities exchange, shall constitute in and of itself a Change in Control. 

For purposes of this agreement, Good Reason shall be defined as one or more of the following conditions arising without the Optionee’s consent:

(a)          A material reduction in the Optionee’s authority, duties or responsibilities in effect on the date of the Change in Control;

(b)          A material reduction in the Optionee’s base salary in effect on the date of the Change in Control;

(c)          A material reduction in the Optionee’s target bonus opportunity as compared to the Optionee’s target bonus opportunity in effect on the date of the Change in Control;

(d)          A material reduction in the Optionee’s target long-term incentive compensation opportunity as compared to the Optionee’s target long-term incentive compensation opportunity in effect on the date of the Change in Control;

(e)          A relocation of the Optionee’s principal office more than forty (40) miles away from the location of the Optionee’s principal office on the date of the Change in Control; or

(f)          Any other action or inaction that constitutes a material breach by the surviving entity or affiliate thereof of any written agreement under which the Optionee provides services.

Notwithstanding the foregoing, a condition will not constitute “Good Reason,” unless, prior to the Optionee’s termination of his or her employment: (1) the Optionee provides written notice to the Company, Affiliate, surviving entity or affiliate thereof by which he or she is employed of the condition that he or she believes constitutes “Good Reason” within ninety (90) days of the occurrence of the condition, (2) the Optionee thereafter provides at least thirty (30) days for the Company, Affiliate, such surviving entity or affiliate thereof to cure the condition that he or she believes constitutes “Good Reason,” and (3) if such condition is not cured within such thirty (30) day period, the Optionee terminates his or her employment not later than ten (10) days after the end of such thirty (30) day period.

5.           Compliance with Law .  The Company shall make reasonable efforts to comply with all applicable United States federal and state securities laws, as well as foreign laws, where applicable; provided , however , notwithstanding any

other provision of this agreement, the Option shall not be exercisable if the exercise thereof would result in a violation of any such law.

6.           Transferability and Exercisability .  Neither the Option nor any interest therein may be transferred by the Optionee except by will or the laws of descent and distribution or as otherwise permitted by the Plan, and except as otherwise permitted by the Plan, the Option may not be exercised during the lifetime of the Optionee except by the Optionee or, in the event of the Optionee’s legal incapacity, by the Optionee’s guardian or legal representative acting on behalf of the Optionee in a fiduciary capacity under applicable law.

7.           Change in Capital Structure .  In accordance with the terms of the Plan, the terms of this Award shall be adjusted as the Committee determines is equitably required in the event (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares, (ii) engages in a transaction to which Section 424 of the Code applies, or (b) there occurs any other event which, in the judgment of the Committee necessitates such action.  Any such adjustment shall be made in compliance with Treasury Regulation Section 1.424-1 and Code Section 409A.

8.           Right to Terminate Employment and Change Employment Terms .  No provision of this agreement shall confer on the Optionee any right to continue in the employ or service of the Company or any Subsidiary or in any way affect any right or power that the Company or any Subsidiary may otherwise have to terminate the employment or service of the Optionee or to change any terms of the Optionee’s employment at any time with or without assigning a reason therefore.

9.          Relation to Other Benefits .  Any economic or other benefit to the Optionee under this agreement or the Plan shall not be taken into account in determining any benefits to which the Optionee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any Subsidiary.

10.          Amendments .  Any amendment to the Plan effected after the date hereof shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided , however , that no such amendment shall adversely affect the right of the Optionee with respect to the Option without the Optionee’s consent.

11.          Severability .  In the event that one or more of the provisions of this agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other

provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

12.          Governing Law, Personal Jurisdiction and Service .  This agreement shall be governed by, and interpreted in accordance with the internal substantive laws of the State of Delaware, without giving effect to the principles of conflicts of law.  Each party hereto irrevocably submits itself to the exclusive personal jurisdiction of the Federal and State courts sitting in the State of Delaware, and hereby waives any claims it may have as to inconvenient forum.  Each party hereto also agrees that service of process may be achieved by any form of mail addressed to the party to be served and requiring a signed receipt, at the address provided in Section 15 of this agreement or to the address provided to the Company or any Subsidiary.

13.          Capitalized Terms .  Capitalized terms that are used but not defined herein are used herein as defined in the Plan.

14.          Data Privacy Consent .  As a condition of the grant of the Option, the Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this Section 14 by and among, as applicable, the Optionee’s employer, the Company and its Subsidiaries and Affiliates, for the exclusive purposes of implementing, administering and managing the Optionee’s participation in the Plan.  The Optionee understands that the Company and its Subsidiaries hold certain personal information about him or her, including his or her name, home address and telephone number, date of birth, social security or identity number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the purpose of managing and administering the Plan (“Data”).  The Optionee further understands that the Company and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of his or her participation in the Plan, and that the Company and/or any of its Subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.  The Optionee understands that these recipients may be located in the U.S., South America, or elsewhere.  He or she authorizes them to receive, possess, use, retain and transfer, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer to a broker or other third party with whom he or she may elect to deposit any shares of stock acquired upon exercise of the Option, such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on his or her behalf.  The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan.  The Optionee

understands that the Optionee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Corporate Secretary.  The Optionee understands, however, that refusing or withdrawing the Optionee’s consent may affect his or her ability to participate in the Plan.  For more information on the consequences of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that the Optionee may contact the Optionee’s local human resources representative.  

15.          Notice .  Any notice or other communication given pursuant to this agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

Any such notice shall be deemed to have been given (a) on the date of postmark, in the case of notice by mail, or (b) on the date of delivery, if delivered in person.

16.          Fractional Shares .  Fractional shares shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share such fraction shall be disregarded.

17.          Conflicts .  In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this agreement, the provisions of the Plan shall govern.  All references herein to the Plan shall mean the Plan as in effect on the date hereof.

18.          Optionee Bound by Plan .  The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

19.          Confidentiality .  Optionee agrees that, as a condition of receiving the Option, Optionee shall not, unless otherwise required by law, discuss or otherwise disclose to any person or entity any information contained in this Award, including

but not limited to the fact that Optionee received the Award and the Option granted herein.

[Signatures are located on the next page.]

IN WITNESS WHEREOF, the Company has caused this agreement to be signed on its behalf as of «Month» «Day», «Year».

The undersigned Optionee hereby acknowledges receipt of an executed original of this agreement and accepts the Option granted hereunder, subject to the terms and conditions of the Plan and the terms and conditions hereinabove set forth.

Exhibit 10.5

NII HOLDINGS, INC.

Restricted Stock Award Agreement

(Directors)

THIS AGREEMENT, dated as of the [DAY] day of [MONTH], [YEAR], between NII Holdings, Inc., a Delaware corporation (the “Company”), and [DIRECTOR NAME] (the “Participant”), is made pursuant to and subject to the provisions of the NII Holdings, Inc. 2015 Incentive Compensation Plan and any successor plan (the “Plan”).  All terms that are used herein that are defined in the Plan shall have the same meaning given them in the Plan.

1.           Award of Stock .  Pursuant to the Plan, the Company, on [MONTH] [DAY], [YEAR] (the “Award Date”), awarded the Participant [___] shares of Common Stock (“Restricted Stock”), subject to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein.

2.           Restrictions .  Except as provided in this Agreement, the Restricted Stock is nontransferable and is subject to a substantial risk of forfeiture.

3.           Vesting .  Subject to Sections 4, 5 and 6 below, the shares of Restricted Stock shall be transferable and nonforfeitable (“Vested”) with respect to thirty three and one third percent (33 1/3%) of the shares of Restricted Stock covered hereby on each of the first, second and third anniversaries of the Award Date, in each case for so long as the Participant remains in the continuous service of the Company or any Subsidiary.  

4.           Death, Disability, Retirement or Termination Without Cause .  Section 3 to the contrary notwithstanding, if the Participant dies, becomes permanently and totally disabled within the meaning of Code Section 22(e)(3) (“Disabled”) or retires from service on the Board or on the board of directors of any Affiliate at or after age 65 or at an earlier age with the consent of the Committee, in each case prior to the forfeiture of the shares of Restricted Stock under Section 6, all shares of Restricted Stock that are not then Vested shall become Vested as of the date of the Participant’s death, becoming Disabled or retirement.  Additionally, notwithstanding Section 3 to the contrary, the Restricted Stock shall become Vested with respect to a pro rata portion of the shares of Restricted Stock covered hereby if the Participant’s service on the Board or on the board of directors of an Affiliate is terminated by the Company or such Affiliate without Cause and neither the preceding sentence of this Section 4 nor Section 5 applies.  Such pro-rata portion shall be equal to the product of (i) the number of shares of Restricted Stock covered hereby that are not Vested as of the date of termination, multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed from (A) the Award Date, if the Participant’s service on the Board or on the board of directors of an Affiliate is terminated by the Company or such Affiliate without Cause prior to the first anniversary of the Award Date, or (B) the anniversary of the Award Date immediately preceding the date of termination, if the Participant’s service on the Board or on the board of directors of an Affiliate is

terminated by the Company or such Affiliate without Cause on or after the first anniversary of the Award Date, and the denominator of which is (x) 1,095, if the date of termination occurs prior to the first anniversary of the Award Date, (y) 730, if the date of termination occurs on or after the first anniversary of the Award Date, but prior to the second anniversary of the Award Date, or (z) 365, if the date of termination occurs on or after the second anniversary of the Award Date, but prior to the third anniversary of the Award Date.

5.           Change in Control . Upon a Change in Control, the shares of Restricted Stock that are not then Vested shall become Vested if the shares of Restricted Stock are not assumed, replaced or converted to an equivalent award by the entity that survives or otherwise results from the Change in Control (the “surviving entity”) (or affiliate thereof) for securities tradable on an established securities market. If the shares of Restricted Stock are amended, replaced or converted to an equivalent award by the surviving entity (or an affiliate thereof) for securities tradable on an established securities market (a “Replacement Award”), any such Replacement Award shall be fully Vested in the circumstances described in the first sentence of Section 4 or if, within twelve (12) months after a Change in Control, (a) the Participant’s service on the board of directors of the surviving entity or any affiliate thereof is terminated without Cause and not in the circumstances described in the following sentence, or (b) the Participant voluntarily resigns from service on the board of directors of the surviving entity or any affiliate thereof, for Good Reason. Such Replacement Award shall not become Vested if the Participant’s service on the board of directors of the surviving entity or any affiliate thereof, is terminated within twelve (12) months after a Change in Control for Cause or because of the Participant’s voluntary resignation from service on the board of directors of the surviving entity or any affiliate thereof for any reason other than (a) Good Reason or (b) the circumstances described in the first sentence of Section 4.  For purposes of this Agreement, Good Reason shall be defined as a request for the Participant’s resignation from the board of directors of the surviving entity or any affiliate thereof, by a majority of the other members of the board of directors of the surviving entity or any affiliate thereof.  For the avoidance of doubt, neither any change in the national securities exchange on which the Common Stock is listed, nor the Common Stock ceasing to be listed on a national securities exchange, shall constitute in and of itself a Change in Control.

6.           Forfeiture .  All shares of Restricted Stock that are not then Vested shall be forfeited if the Participant’s service on the Board terminates prior to the date such shares become Vested in accordance with Sections 3, 4 and 5 above or in the event the Administrator makes a final determination that the Participant has breached the provisions of Section 12.

7 .            Stockholder Rights and Stock Certificates .  The Participant will have the right to receive dividends on and to vote the Restricted Stock.  The Restricted Stock may be evidenced in such manner as the Committee shall determine.  If certificates representing Restricted Stock are registered in the name of the Participant, the Company may retain possession of the certificates until the Restricted Stock becomes Vested.

8.           Fractional Shares .  Fractional shares shall not be issuable hereunder, and when any provision hereof or the Plan may entitle the Participant to a fractional share, such fraction shall be disregarded.

9.           Withholding Taxes .  If the Company or a Subsidiary shall be required to withhold any federal, state, local or foreign income, employment or other tax in connection with the Vesting of the Award, the Participant shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof. The Participant may elect to have the Company retain from payment on settlement of the Award the number of shares of Common Stock (based on the closing price of the Company’s Common Stock on the Nasdaq Stock Market on the vesting date) equal to the amount of any required withholding.

10.          No Right to Continued Service .  No provision of this Agreement shall confer on the Participant any right to continue service on the Board.

11.          Change in Capital Structure .  In accordance with the terms of the Plan, the terms of this Award shall be adjusted as the Committee determines is equitably required in the event (a) the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (b) there occurs any other event which, in the judgment of the Committee necessitates such action.  Any such adjustment shall be made in compliance with Code Section 409A.

12.          Confidentiality .  The Participant agrees that, as a condition of receiving the Restricted Stock, the Participant shall not, unless otherwise required  by law, discuss or otherwise disclose to any person or entity any information contained in this Award, including but not limited to the fact that the Participant received the Award and the number of shares of Restricted Stock granted herein.

13.          Governing Law, Personal Jurisdiction and Service .  This Agreement shall be governed by, and interpreted in accordance with the internal substantive laws of the State of Delaware, without giving effect to the principles of conflicts of law.  Each party hereto irrevocably submits itself to the exclusive personal jurisdiction of the Federal and State courts sitting in the State of Delaware, and hereby waives any claims it may have as to inconvenient forum.  Each party hereto also agrees that service of process may be achieved by any form of mail addressed to the party to be served and requiring a signed receipt, at the address provided in Section 14 of this Agreement or to the address provided to the Company or any Subsidiary.

14.          Notice .  Any notice or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

Any such notice shall be deemed to have been given (a) on the date of postmark, in the case of notice by mail, or (b) on the date of delivery, if delivered in person.

15.          Conflicts .  In the event of any conflict between the provisions of the Plan as in effect on the date of grant and the provisions of this Agreement, the provisions of the Plan shall govern.

16.          Amendments .  Any amendment to the Plan effected after the date hereof shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no such amendment shall adversely affect the right of the Participant with respect to the Restricted Stock without the Participant’s consent.

17.          Participant Bound by Plan .  The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

18.          Binding Effect .  Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.

19.          Data Privacy Consent .  As a condition of the grant of the Restricted Stock, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Section 19 by and among, as applicable, the Participant’s employer, the Company and its Subsidiaries and Affiliates, for the exclusive purposes of implementing, administering and managing the Participant’s participation in the Plan.  The Participant understands that the Company and its Subsidiaries hold certain personal information about him or her, including his or her name, home address and telephone number, date of birth, social security or identity number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the purpose of managing and administering the Plan (“Data”).  The Participant further understands that the Company and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of his or her participation in the Plan, and that the Company and/or any of its Subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management

of the Plan.  The Participant understands that these recipients may be located in the U.S., South America, or elsewhere.  He or she authorizes them to receive, possess, use, retain and transfer, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer to a broker or other third party with whom he or she may elect to deposit any shares of stock acquired under the Plan, such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on his or her behalf.  The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.  The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Corporate Secretary.  The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect his or her ability to participate in the Plan.  For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf as of the [DAY] day of [MONTH], [YEAR], and the Participant has affixed his signature hereto.

[Signatures are located on the next page.]

Exhibit 10.6

I - LENDER - CAIXA ECONÔMICA FEDERAL , a state-run financial institution, created pursuant to Decree-Law No. 759, from August 12, 1969, as part of the Treasury Department, governed by its current bylaws at the time of this contract, with headquarters at Setor Bancário Sul, Quadra 4, lotes 3/4, em Brasília/DF, enrolled in the National Corporate Taxpayer Registry of the Treasury Department CNPJ/MF under No. 00.360.305/0001-04, Superintendência Regional Osasco/SP, hereby represented by its undersigned legal representative, and henceforth CAIXA or LENDER.

II - ISSUER - NEXTEL TELECOMUNICAÇÕES LTDA, a corporation with headquarters in the city of São Paulo, Av. das Nações Unidas, 14.171, 32° andar, Rochavera Crystal Tower, enrolled in the National Corporate Taxpayer Registry of the Treasury Department CNPJ/MF under No. 66.970.229/0001-67, herein represented, pursuant to its bylaws, by the undersigned representatives, and henceforth, ISSUER .

Exhibit 10.7

SECOND AMENDMENT TO THE BANK CREDIT AGREEMENT NR. 21.3150.777.0000001-97, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., IN 12/08/2011, IN FAVOR OF CAIXA ECONÔMICA FEDERAL, IN THE AMOUNT OF R$ 640.000.000,00 (SIX HUNDRED FORTY MILLION REAIS)

PREAMBLE:

CONSIDERING THAT on December 8, 2011, the ISSUER issued in favor of CAIXA, the Bank Credit Note Nr. 21.3150.777.0000001-97, in the principal amount of six hundred forty million Reais (BRL 640,000,000.00) (the “Note”);

CONSIDERING THAT on February 13, 2015, ISSUER and CAIXA entered into the first amendment to the Bank Credit Note Nr. 21.3150.777.0000001-97, amending, among other conditions, the interest rate incurring on the outstanding balance and additional guarantee to compliance with obligations therein (the “First Amendment” and, with the Note, the “CCB”).

CONSIDERING THAT the ISSUER, until this date, made amortizations to the principal in the amount of one hundred twenty eight million Reais (BRL 128,000,000.00) under the CCB;

CONSIDERING THAT ISSUER AND CAIXA intend to amend, with no intention to novate the CCB in order to amend some terms (“ Second Amendment ”);

THE PARTIES RESOLVE to amend the CCB under this Second Amendment, under the following terms and conditions.

CLAUSE ONE – The Credit Characteristics shall be in effect with the following writing:

CREDIT CHARACTERISTICS:

SECOND AMENDMENT TO THE BANK CREDIT AGREEMENT NR. 21.3150.777.0000001-97, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., IN 12/08/2011, IN FAVOR OF CAIXA ECONÔMICA FEDERAL, IN THE AMOUNT OF R$ 640.000.000,00 (SIX HUNDRED FORTY MILLION REAIS)

7 – Non-Free Movement Account:

8 - Free Movement Account:

10 - Guarantor:

SECOND AMENDMENT TO THE BANK CREDIT AGREEMENT NR. 21.3150.777.0000001-97, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., IN 12/08/2011, IN FAVOR OF CAIXA ECONÔMICA FEDERAL, IN THE AMOUNT OF R$ 640.000.000,00 (SIX HUNDRED FORTY MILLION REAIS)

On the Dates of Payment indicated in Clause Two below, by the due date set forth in Field 2 in this Note, in Brazilian currency in this city, I, ISSUER, as issuer and/or, I, GUARANTOR, shall pay to CAIXA or to its order, by this Note that with the bank statements of the account and/or calculation spreadsheet, is acknowledged as a title of enforceable net debt, arising out of the use of funds made available to ISSUER and added with Financial Fees agreed upon in this Note;

The debt represented by this Note includes the amounts of monthly amortization, as indicated in Field 6 in this Note, with respective Financial Fees, calculated considering the effective interest monthly rate, incurring quarterly or on each monthly installment, as indicated in Field 6 in this Note, and the operation statement or the spreadsheet, that complements this Note, shall express the amounts and respective percentage of Financial Fee, under the terms in Law Nr. 10.931, of February 08, 2004 and other current laws.

CLAUSE TWO – Clause Two in the Note shall be in effect with the following writing:

TERM

CLAUSE TWO – This Note shall be in effect for fifty eight (58) months, from the effective date of signature of this amendment to the Note, compliant with the following schedule of payment and amortization:

(a) financial fees will be due on 09/08/2015, 12/08/2015 and 03/08/2016 (“Lock Up Period”)

(b) financial fees and principal will be due starting from 06/08/2016 as above (each date of payment indicated below, a “Date of Payment”):

Exhibit 10.8

Page 1

FIRST AMENDMENT TO BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 10/31/2012, IN FAVOR OF BANCO DO BRASIL S.A. IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (R$ 400,000,000.00)

PREAMBLE:

ISSUER – NEXTEL TELECOMUNICAÇÕES Ltda, with headquarters at Av. das Nações Unidas, 14.171, 32 ^o andar, Rochavera Crystal Tower, São Paulo (SP) registered at the CNPJ/MF under No. 66.970.229/0001-67, represented herein by the undersigned and identified persons below.

CREDITOR – BANCO DO BRASIL S.A., a government controlled private company, with headquarters in Brasília, Federal Capital, at SBS Quadra 01, Bloco C, Lote 32 – Setor Bancário Sul, registered at the CNPJ under No. 00.000.000/0001-91, by its Large Corporate Branch 3070 (SP), located in the city of São Paulo, state of São Paulo, at Av. Paulista, 2.300, 2 ^o andar, Cerqueira César, registered at the CNPJ/MF under No. 00.000.000/1947-00, represented by Mr. João Marcos Mizobuti, Brazilian, married, banker, residing and domiciled in Atibaia (SP), Brazilian national driver’s license No. 03228530867, issued by DETRAN/SP, registered at the CPF/MF under No. 059.052.748-78 and by Ms. Eliane Aparecida Scarponi Sartorelli, Brazilian, single, banker, residing and domiciled in São Caetano do Sul (SP), ID card No. 22.077.941, issued by SSP/SP, registered under CPF/MF No. 174.173.148-80, who signed below.

WHEREAS, on October 31, 2012, the ISSUER issued Bank Credit Note No. 307.001.181 in favor of the CREDITOR with a principal amount of four hundred million Reais (R$ 400,000,000.00) (the “Note”); and

WHEREAS the ISSUER and the CREDITOR wish to amend the Note in order to alter the interest rate applicable to the balances due for the Loan Account and to include additional collateral and surety guarantees for compliance with the obligations established therein, among other provisions;

TEXT_SP 9053003v13 1803/14 CALL CENTERS – For any information, suggestions, complaints or other clarifications that may be necessary in regard to this First Amendment To Bank Credit Note No. 307.001.181, the Bank is making available to me (us) the following phone numbers: BB-CABB Call Center: (i) For state capitals and metropolitan regions: 4004 0001; (ii) Other regions: 0800 729 0001; SAC – Consumer Service Center: 0800 729 0722. Call Center for persons with auditory or speech impairments

Page 2

FIRST AMENDMENT TO BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 10/31/2012, IN FAVOR OF BANCO DO BRASIL S.A. IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (R$ 400,000,000.00)

The Parties to this instrument HEREBY AGREE to execute this First Amendment to Bank Credit Note No. 307.001.181 through the following terms and conditions.

CLAUSE ONE – FINANCIAL CHARGES – Item 1.2 of the Preamble and Clause 4 of the Note will now go into effect with the following wording:

“1.2 CREDIT OPERATION INFORMATION:

Amount: four hundred million Reais (R$ 400,000,000.00) (“Principal”)

Final Maturity: 10/31/2017

Financial Charge Payment Dates: March, June, September and December of each year (“Payment Dates of Charges”)

Number of copies of this Bank Credit Note: one (1) negotiable copy and three (3) non-negotiable copies

4. FINANCIAL CHARGES – Financial charges equivalent to 139.54% (one hundred and thirty-nine point fifty-four percentage points) of the average rate for Inter-bank Certificates of Deposit will apply to the balances due in the Loan Account, resulting from the recording of the principal amount, as well as the amounts resulting thereto, due as accessory charges, fees and expenses (“Financial Charges”), capitalized daily. These Financial Charges, calculated by business days, will debited every month to the Loan Account and payment will be due in full every quarter, on the corresponding Payment Dates of Charges, as per the definition in Item 1.2 of the Preamble, on the due date, and upon liquidation of the debt. For the purposes of this Note, the “Loan Account” is a binding account created by the CREDITOR for the purpose of demonstrating the amounts due by the ISSUER, subject to the debits and credits corresponding to the accounting entries for the transactions made pursuant to the terms of this Note.

TEXT_SP 9053003v13 1803/14 CALL CENTERS – For any information, suggestions, complaints or other clarifications that may be necessary in regard to this First Amendment To Bank Credit Note No. 307.001.181, the Bank is making available to me (us) the following phone numbers: BB-CABB Call Center: (i) For state capitals and metropolitan regions: 4004 0001; (ii) Other regions: 0800 729 0001; SAC – Consumer Service Center: 0800 729 0722. Call Center for persons with auditory or speech impairments

Page 3

FIRST AMENDMENT TO BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 10/31/2012, IN FAVOR OF BANCO DO BRASIL S.A. IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (R$ 400,000,000.00)

4.1. For the purposes of this Note, “business days” will be understood to be every day except Saturday, Sunday or national bank holidays; and “CDI” will be understood to be the average of the over, intergroup Interbank Deposit Certificates, disclosed by CETIP S.A. – Organized Markets.

4.2. In the event of termination, non-disclosure or impossibility, for any reason, to use the average daily CDI rates during the period in which it is not possible to use the average daily CDI rates, a replacement rate will be used based on the variation of the Selic Rate of the Banco Central do Brasil (Bacen), published by ANDIMA – National Association of Financial Market Institutions or another that may be jointly defined by the CREDITOR and the ISSUER .”

CLAUSE TWO – ESTABLISHMENT OF GUARANTEE – In order to ensure compliance with the obligations assumed in the Note (“Guaranteed Obligations”), the ISSUER hereby and in full compliance with the law, irrevocably assigns and makes a fiduciary transfer to the CREDITOR, pursuant to the terms of § 3 of Article 66-B of Law No. 4.728/65, with the wording given by Law No. 10.931/04, of Articles 18 and 20 of Law No. 9.514/97, of Decree-Law No. 911/69 and later alterations, and in regard to what is applicable of Articles 1.361 et seq. of the Civil Code, the ownership, the resoluble domain over and direct and indirect possession of the full amount of the credit rights over the present and future receivables resulting from the rendering of telecommunications services made by the ISSUER to its clients, covering all the revenues from the amounts received under this title, which are collected by the CREDITOR (“Receivables”), under the terms described below, as well as the on the funds deposited or held in the Linked Account (“Assigned Rights”).

PARAGRAPH ONE – The amounts referring to the part of the Receivables covered by the heading are received by the CREDITOR through collection slips that are not subject to compensation and automatic debits, according to the terms of the General Clause Acceptance Statement of the Single Services

TEXT_SP 9053003v13 1803/14 CALL CENTERS – For any information, suggestions, complaints or other clarifications that may be necessary in regard to this First Amendment To Bank Credit Note No. 307.001.181, the Bank is making available to me (us) the following phone numbers: BB-CABB Call Center: (i) For state capitals and metropolitan regions: 4004 0001; (ii) Other regions: 0800 729 0001; SAC – Consumer Service Center: 0800 729 0722. Call Center for persons with auditory or speech impairments

Page 4

FIRST AMENDMENT TO BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 10/31/2012, IN FAVOR OF BANCO DO BRASIL S.A. IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (R$ 400,000,000.00)

Agreement, executed by the CREDITOR and the ISSUER on 12/11/2014 (“Collection Agreement”).

PARAGRAPH TWO – Hereinafter, the amounts received daily within the scope of the Collection Agreement (“Amounts Collected”), representing the installment of the Receivables and any other credits, will be credited to account No. 300.003-6, branch 3070-8, exclusively transacted by the CREDITOR , linked to the liquidation of the obligations resulting from the CCB (“Linked Account”), the balance of which and the amounts credited to it daily are also now given in fiduciary assignment by the ISSUER to the CREDITOR, and for all purposes are a part of the Rights Assigned, pursuant to the terms of the Heading of this Clause. The ISSUER irrevocably undertakes (i) not take any measures to directly receive any amounts referring to the Receivables; (ii) not materially alter the collection procedures and forms for the Receivables currently in effect, or take any measure, or fail to take any, when applicable, the seek to or have the effect of reducing the collection of the Receivables by the CREDITOR until full payment of the ISSUER’S obligations established pursuant to the Note; (iii) while the Note is in effect, maintain the Collection Agreement in effect; and (iv) not assign, sale, transfer, sell, encumber, give in guarantee, pledge or encumber in any way negotiate the Assigned Rights, without prior and express consent of the CREDITOR .

PARAGRAPH THREE – It is agreed that the average monthly amount of the Amounts Collected that will pass through the Linked Account in the three months immediately before the calculation by the CREDITOR each quarter (“Period”), will be done on March 31, June 30, September 30 and December 31 of each year shall reach, and the ISSUER undertakes to adopt all necessary measures to ensure that it reaches, at least the equivalent to thirty million Reais (R$ 30,000,000.00) (“Minimum Average Amount”), calculated by the total value of the funds that are deposited into the Linked Account during each

TEXT_SP 9053003v13 1803/14 CALL CENTERS – For any information, suggestions, complaints or other clarifications that may be necessary in regard to this First Amendment To Bank Credit Note No. 307.001.181, the Bank is making available to me (us) the following phone numbers: BB-CABB Call Center: (i) For state capitals and metropolitan regions: 4004 0001; (ii) Other regions: 0800 729 0001; SAC – Consumer Service Center: 0800 729 0722. Call Center for persons with auditory or speech impairments

Page 5

FIRST AMENDMENT TO BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 10/31/2012, IN FAVOR OF BANCO DO BRASIL S.A. IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (R$ 400,000,000.00)

Period, divided by three (3). If, in a given period, the Minimum Average Amount is not seen by the CREDITOR , at its sole discretion, the CREDITOR may immediately declare the obligations of the ISSUER within the scope of the Note to be due. However, and without prejudice to its right within the scope of this Clause, the CREDITOR may, at its sole discretion, as an alternative to the declaration of early maturity of the ISSUER’S obligations established pursuant to the Note, require that within a period of ten (10) days of the CREDITOR’s request in this regard, the ISSUER deposit an amount into the Linked Account that is equivalent to the difference between the Minimum Average Amount and the average monthly amount actually calculated by the CREDITOR pursuant to the terms of this Clause (“Deficit Amount”). In this case, the Deficit Amount will be kept in the Linked Account until the Minimum Average Amount calculated by the CREDITOR on a calculation date pursuant to the terms of this Clause has been re-established.

PARAGRAPH FOUR - Without prejudice to the following paragraph, as of this act the CREDITOR is hereby legally identified as the sole and legitimate holder, on a fiduciary basis, of the Assigned Rights, the condition of which will remain until full compliance with all the obligations assumed by the ISSUER in the Note, so that, upon compliance by the ISSUER, as attested by the CREDITOR, the fiduciary ownership of the CREDITOR shall cease, and the Assigned Rights shall return to the full ownership of the ISSUER .

PARAGRAPH FIVE – Except for the hypothesis of withholding of the Deficit Amount established above, the Amounts Collected will be released every day, by 2:00 p.m. to the account that can be freely transacted by the ISSUER , after the necessary verification of the CREDITOR on the respective dates indicated, and provided that there has not been any early maturity event, case of obligatory early payment or breach of obligation by the ISSUER.

PARAGRAPH SIX – The ISSUER hereby declares that:

(i)      it is authorized, pursuant to the terms of the law and its By-laws, to assign the Assigned Rights it holds, as well as to carry out the provisions of this instrument;

TEXT_SP 9053003v13 1803/14 CALL CENTERS – For any information, suggestions, complaints or other clarifications that may be necessary in regard to this First Amendment To Bank Credit Note No. 307.001.181, the Bank is making available to me (us) the following phone numbers: BB-CABB Call Center: (i) For state capitals and metropolitan regions: 4004 0001; (ii) Other regions: 0800 729 0001; SAC – Consumer Service Center: 0800 729 0722. Call Center for persons with auditory or speech impairments

Page 6

FIRST AMENDMENT TO BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 10/31/2012, IN FAVOR OF BANCO DO BRASIL S.A. IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (R$ 400,000,000.00)

(ii)       execution of this instrument does not violate any provision of its By-laws, and also does not infringe upon or violate any legal provision and regulations to which it is subject;

(iii)      the Assigned Rights are free and unencumbered from all burdens, charges, judicial or extrajudicial pending matters of any nature, including, taxes, debts and/or encumbrances of any nature, except for this fiduciary assignment of credit rights;

(iv)     there is no legal impediment contained in any agreements to which the ISSUER is a party that prohibit this fiduciary assignment of the Credit Rights now agreed to, in favor of the CREDITOR ; and

(v)      it had clear and sufficient prior knowledge of the attributions imposed on it, and that it agrees to all the terms of this instrument, and that it freely and spontaneously, without any defect of will and content, to make a fiduciary assignment of the Credit Rights in an indivisible and irrevocable manner.

PARAGRAPH SEVEN – The ISSUER will be liable for any and all harm cause to the CREDITOR that results from falseness or inaccuracies in these declarations and guarantees presented herein.

PARAGRAPH EIGHT – In the event there is an event of breach in relation to the monetary obligations assumed by the ISSUER in the Note, subject to the respective correction periods, as applicable, all the amounts relative to the Assigned Rights will be withheld by the CREDITOR in the Linked Account, and, in the event an early maturity of the terms of this Note is ordered, these amounts may be used in the amortization of these obligations of the ISSUER , until full payment is made, up to the limit of the Guaranteed Obligations.

TEXT_SP 9053003v13 1803/14 CALL CENTERS – For any information, suggestions, complaints or other clarifications that may be necessary in regard to this First Amendment To Bank Credit Note No. 307.001.181, the Bank is making available to me (us) the following phone numbers: BB-CABB Call Center: (i) For state capitals and metropolitan regions: 4004 0001; (ii) Other regions: 0800 729 0001; SAC – Consumer Service Center: 0800 729 0722. Call Center for persons with auditory or speech impairments

Page 7

FIRST AMENDMENT TO BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 10/31/2012, IN FAVOR OF BANCO DO BRASIL S.A. IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (R$ 400,000,000.00)

PARAGRAPH NINE – In the event an early maturity of the terms of this Note is ordered, the CREDITOR may, independent of any notice, immediately use the Assigned Rights to satisfy the obligations guaranteed that are then overdue but not liquidated, through judicial foreclosure or amicable sale of the Receivables, as applicable, or, in the case of the Collected Amounts, simply apply them to the payment of the Guaranteed Obligations, pursuant to the terms of the law and in accordance with the terms of the Note, until the obligations have been totally paid. In this regard, the CREDITOR will have the right to immediately exercise all the powers it is legally assured by the legislation in effect and pursuant to the terms of the Note over the Assigned Rights, and totally or partially may use, collect, receive, realize, sell or assign the Receivables, pursuant to the terms and conditions that the CREDITOR consider to be appropriate, give release and sign any documents or statements, no matter how specific, necessary to the practice of the acts referred to herein, independent of any notice and/or additional authorization by the ISSUER . Any amounts in excess of the Guaranteed Obligations will be returned to the ISSUER .

PARAGRAPH TEN – The ISSUER hereby waives any legal or contractual privileges that may affect the free and full enforceability and transfer of the Assigned Rights in the event of their foreclosure, subject to the terms and conditions set forth in this Note.

PARAGRAPH ELEVEN – Without prejudice to what is stated in the Note, and for the purposes of Article 1.362 of the Brazilian Civil Code, Law 9.514/97, as altered, and Law 4.728/65, as altered, the Guaranteed Obligations can be described in a summarized fashion as follows:

TEXT_SP 9053003v13 1803/14 CALL CENTERS – For any information, suggestions, complaints or other clarifications that may be necessary in regard to this First Amendment To Bank Credit Note No. 307.001.181, the Bank is making available to me (us) the following phone numbers: BB-CABB Call Center: (i) For state capitals and metropolitan regions: 4004 0001; (ii) Other regions: 0800 729 0001; SAC – Consumer Service Center: 0800 729 0722. Call Center for persons with auditory or speech impairments

Page 8

FIRST AMENDMENT TO BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 10/31/2012, IN FAVOR OF BANCO DO BRASIL S.A. IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (R$ 400,000,000.00)

(i)         Estimated principal amount of the debt: four hundred million Reais (R$ 400,000,000.00);

(ii)       Term and payment conditions: payment of principal in three installments of R$ 133,333,333.33 with maturity on the following dates: 10/31/2015, 10/31/2016 and 10/31/2017 and payment of financial charges every six months, on 10/31 and 05/01 of each year;

(iii)       Interest rate: 139.54% of the CDI; and

(iv)      Late charges: late interest: CDI rate plus 1% a month, plus 1% a year; and a punishment Clause: 2% of the amount due.

PARAGRAPH TWELVE – The Parties are aware and agree that the ISSUER does not have a system of individualization of receivables capable of identifying clients, amounts and invoices that will actually be deposited into the Linked Account, and that except where otherwise indicated in this Note, it does not assume any obligation to carry out such an individualization.

CLAUSE THREE – ACCOMODATION – NEXTEL TELECOMUNICAÇÕES S.A ., a corporation with headquarters at Av. das Nações Unidas, 14.171, 32 ^o andar, Rochavera Crystal Tower, São Paulo (SP) registered at the CNPJ/MF under No. 00.169.369/0001-22 (“ SURETY ”), hereby provides an accommodation in favor of the ISSUER , assuming the obligation as principal payer, with joint and several liabilities for payment of the Guaranteed Obligations.

CLAUSE FOUR – EARLY MATURITY – Clause 10 of the CCB will now go into effect with the following wording:

“10. EARLY MATURITY AND OTHER PROVISIONS:

10.1. The CREDITOR may consider to mature early, by operation of law, the obligations assumed in this Note, and demand the entire amount of the debt represented herein, by sending prior notice to the

TEXT_SP 9053003v13 1803/14 CALL CENTERS – For any information, suggestions, complaints or other clarifications that may be necessary in regard to this First Amendment To Bank Credit Note No. 307.001.181, the Bank is making available to me (us) the following phone numbers: BB-CABB Call Center: (i) For state capitals and metropolitan regions: 4004 0001; (ii) Other regions: 0800 729 0001; SAC – Consumer Service Center: 0800 729 0722. Call Center for persons with auditory or speech impairments

Page 9

FIRST AMENDMENT TO BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 10/31/2012, IN FAVOR OF BANCO DO BRASIL S.A. IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (R$ 400,000,000.00)

ISSUER of two (2) business days with a statement of the debt, when the occurrence of any of the following situations has been imputed to us:

a) breach, by the ISSUER, of any obligation of a monetary nature assumed in this Note, that is not corrected within one (1) business day from the date of the original maturity;

b) breach, by the ISSUER, of any obligation of a non-monetary nature assumed in this Note, that is not corrected within thirty (30) days from the date on which the CREDITOR sends notice in regard to this fact;

c) failure to comply, falseness, inaccuracy, incorrectness or material omission imputable to the ISSUER, in any declaration, guarantee, information rendered in this Note or in any material document that has been signed, provided or delivered by the ISSUER relative to this credit operation, provided that they have not been corrected within ten (10) business days;

d) early maturity or breach of any monetary obligation of the ISSUER or of any Brazilian Affiliate, excluding obligations exclusively between the ISSUER and the SURETY, in a single or aggregate amount equal to or greater than ten million Reais (R$ 10,000,000.00) that is not corrected within a period of ten (10) business days from the date on which the CREDITOR, except for those cases in which the payment of these obligations is suspended as a result of an administrative or judicial decision or in which the Court has guaranteed it;

e) early maturity or breach of any monetary obligation of the ISSUER to the CREDITOR provided that it has not been corrected within the periods established in the respective instruments;

f) protest against the ISSUER in a single or aggregate amount equal to or greater than

TEXT_SP 9053003v13 1803/14 CALL CENTERS – For any information, suggestions, complaints or other clarifications that may be necessary in regard to this First Amendment To Bank Credit Note No. 307.001.181, the Bank is making available to me (us) the following phone numbers: BB-CABB Call Center: (i) For state capitals and metropolitan regions: 4004 0001; (ii) Other regions: 0800 729 0001; SAC – Consumer Service Center: 0800 729 0722. Call Center for persons with auditory or speech impairments

Page 10

FIRST AMENDMENT TO BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 10/31/2012, IN FAVOR OF BANCO DO BRASIL S.A. IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (R$ 400,000,000.00)

ten million Reais (R$ 10,000,000.00) that is not corrected within a period of thirty (30) days from the date of notice sent by the CREDITOR, or which is transformed into a court proceeding and has its payment suspended by a judicial decision, or which has been guaranteed by the court;

g) (i) the filing for bankruptcy by the ISSUER and/or by any Brazilian Affiliate; (ii) bankruptcy request by the ISSUER and/or any Brazilian Affiliate filed by a third party and not avoided within the legally mandated period; (iii) bankruptcy or liquidation decree by the ISSUER and/or by any Brazilian Affiliate; (iv) request for judicial or extra-judicial recovery by the ISSUER and/or by any Brazilian Affiliate;

h) liquidation, dissolution or termination of the ISSUER ;

i) in the event the ISSUER or any of its Brazilian Affiliate is declared to be insolvent by a judicial decision or recognizes publicly or before the ISSUER and/or by any Brazilian Affiliate; its impossibility to pay its monetary obligations, or if this possibility is well known, in both cases in a total amount greater than ten million Reais (R$ 10,000,000.00);

j) a reduction, by the ISSUER , of its capital stock, redemption, amortization, reimbursement or purchase of shares, provided that these operations require payment (in cash or in kind) to its shareholders, or, if the financial index indicated in item “t” below is greater than 2.5 (two point five), distribution of profits or interest on own capital, even if already declared, to its shareholders;

k) sale, by the ISSUER , individually or in the aggregate, of any of its goods or assets, without prior and express consent in writing of the CREDITOR , except, in this case, (i) advance of revenues with a credit card, (ii) sale of receivables sold and not paid, (iii) sale of merchandise in the ordinary course of business, (iv) transfer of obsolete assets or moveable property of low aggregated value;

TEXT_SP 9053003v13 1803/14 CALL CENTERS – For any information, suggestions, complaints or other clarifications that may be necessary in regard to this First Amendment To Bank Credit Note No. 307.001.181, the Bank is making available to me (us) the following phone numbers: BB-CABB Call Center: (i) For state capitals and metropolitan regions: 4004 0001; (ii) Other regions: 0800 729 0001; SAC – Consumer Service Center: 0800 729 0722. Call Center for persons with auditory or speech impairments

Page 11

FIRST AMENDMENT TO BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 10/31/2012, IN FAVOR OF BANCO DO BRASIL S.A. IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (R$ 400,000,000.00)

(v) transfers within the context of exchange of assets for similar assets of an equal or greater value; and (vi) sale of towers in the modality of “sale leaseback,” in this case, subject to prior approval of the CREDITOR , which shall be stated within a period of forty-five (45) days from the date on which this request is made in writing, provided that receipt of this notice by the CREDITOR is proven; failure by the CREDITOR to respond shall not characterize tacit approval;

l) payment, by the ISSUER or by any Brazilian Affiliate of any obligation, prior to full payment of all the obligations of this Note, to the Affiliated Parties, including in the event of bankruptcy, liquidation or dissolution of the ISSUER , except any payments between the ISSUER and the SURETY;

m) grant, and/or establishment, by the ISSUER or by any Brazilian Affiliate of any obligation or encumbrance or other collateral or personal guarantee in favor of a third party (including its Affiliates and direct or indirect controller), except (i) those constituted under the terms of this Note or prior to the date of the First Amendment, or (ii) by (a) the grant of real guarantees as a counter-guarantee in insurance policies and guarantee insurance in general; (b) grant of real guarantees as counter-guarantees in new bank accommodations for judicial guarantees or new limited judicial deposits, in the case of guarantees granted pursuant to this item (b) up to the total amount of one hundred and fifty million Reais (R$ 150,000,000.00); (c) grant of real or personal guarantees in site rental contracts; (d) grant of real or personal guarantees in collocation contracts (i.e. contracts with other operators for installation of equipment in towers), (e) financing granted by the National Telecommunications Agency (ANATEL), including renewals, (f) guarantees in favor of ANATEL, (g) real guarantees offered as counter-guarantees for the issue of new performance bonds in favor of ANATEL, in this case, subject to prior approval by the CREDITOR , which shall be stated within a period of forty-five