Common use of Breach of Closing Obligations Clause in Contracts

Breach of Closing Obligations. If either Party fails to comply with any obligation in Article 3.2 (Obligations at Closing), the Purchaser, in the case of non-compliance by the Sellers, or the Sellers, in the case of non compliance by the Purchaser, shall be entitled, by written notice: (a) to terminate this Agreement in accordance with the provisions of Clause 8.1.3(i) or 8.1.4(i), as the case may be; (b) to effect Closing so far as practicable, having regard to the defaults which have occurred (in addition to and without prejudice to all other rights or remedies available hereunder); or (c) to fix a new date for Closing (not being more than 15 (fifteen) Business Days after the previously agreed Closing Date) in which case the provisions of Article 3.2 (Obligations at Closing) shall apply to Closing as so deferred. 4 Pre Closing Actions 4.1 The Sellers’ Pre-Closing Actions In order that the Closing may proceed, the following actions shall have been taken: 4.1.1 the Sellers shall have caused the Board, in consultation with the Purchaser, to take all action required by Law in order to validly convene a meeting of the General Assembly, to be held within 30 (thirty) days after the date of the signing of this Agreement. That General Assembly will be convened on the basis of and will have the agenda in Schedule 14. The Sellers shall cause the Board to distribute and to make available to the shareholders before the General Assembly, to the extent required by the Governing Law, those draft resolutions which are attached as Schedule 15, and such other resolutions as the Purchaser may instruct the Sellers to make available and distribute, taking into account the requirements of the Governing Law concerning the deadline by which the draft resolutions must be distributed and/or made available to the Company’s shareholders before an ordinary or extraordinary meeting of the shareholders; 4.1.2 the Government and the Company shall have entered into an agreement concerning the sale by the Government to the Company of all of the shares owned by the Government in INTERNET Crna Gora DOO, on terms which the Purchaser and the Government have agreed will be included in said sale agreement; 4.1.3 the issuance of the following undertakings, or the taking of the following actions, with the content agreed in advance with the Purchaser: (a) by the Government, confirming in writing that it will not, to the extent permitted by the Governing Law, cause or enable the police (the Ministry of Interior), the national security or security intelligence or any other similar forces under the control of the Government (A) to utilize their respective contractual rights to access and use the Company’s and the Subsidiaries’ respective telecommunications network and assets so as to conduct or provide any voice, data, alternative telecommunications services or similar services or activities, and will require said access rights to said telecommunications networks and assets to be used solely as required to enable said forces to conduct national security activities, or (B) to link or interconnect in any way any of the telecommunications network access or use rights between or among the Company’s and/or the Subsidiaries’, on the one hand, and any third party’s, on the other, respective telecommunications network and assets, so as to provide any Person other than said forces with the right to use or access such network; and (b) taking into account the provisions of Clauses 7.3 and 7.4, the Government and the Company validly sign an agreement, in the form attached as Schedule 22, which terminates, with effect at the Closing Date, the Annex no 1 with Schedules no. 2 and no. 3 of the Optic Cable Agreement, which Annex and Schedules were signed between the Government (ref. no 01-3230/7 of the Ministry of Economy, dated December 21, 2004) and the Company (ref. number 04-12687, dated December 16, 2004), in order to enable the Company on the Closing Date to sign those amendments referred to in Clauses 7.3 and 7.4; 4.2 Waiver of the Pre-closing Actions

Breach of Closing Obligations. If either Party fails Subject always to comply with any obligation in Article 3.2 (Obligations at ClosingSection 9.3(j), if the Purchaserobligations of (i) any of the Purchasers or (ii) any of the Sellers under Section 10.2 are not complied with on the Closing Date in any material respect, the Purchasers (in the case of non-compliance a default by any of the Sellers, ) or any of the Sellers, Sellers (in the case of non compliance a default by any of the Purchaser, Purchasers) shall be entitled, by written notice: (a) to terminate this Agreement in accordance with the provisions of Clause 8.1.3(i) or 8.1.4(i), as the case may be; (b) to effect Closing so far as practicable, having regard to the defaults which have occurred entitled (in addition to and without prejudice to all other rights or remedies available hereunder); oravailable, including the right to claim for Loss) by written notice to the Purchasers or the Sellers as the case may be: (ci) to fix defer Closing for a new date for Closing period of up to ten (not being more than 15 (fifteen10) Business Days after the previously agreed Closing Date) in which case (so that the provisions of Article 3.2 (Obligations at Closing) this Section 10 shall apply to Closing as so deferred); (ii) to require the parties to proceed to Closing as far as practicable, having regard to the defaults which have occurred; or (iii) subject to Closing having first been deferred for a period of at least ten (10) Business Days under this Section 10 to – if Closing has not been effected – terminate this Agreement by notice in writing to the Purchasers or the Sellers as the case may be, in which case Section 9.4 shall apply. 4 Pre Closing Actions 4.1 The Sellers’ Pre-Closing Actions In order that the Closing may proceed, the following actions shall have been taken: 4.1.1 addition the Sellers shall have caused be entitled to postpone the BoardClosing for a period of up to ten (10) Business Days, if they are not able to ensure that the amounts outstanding under the Syndicated Facility Agreement are discharged and the Financing Guarantees are released at Closing in consultation accordance with the Purchaser, to take all action required by Law in order to validly convene a meeting of the General Assembly, to Sections 10.2(a)(xii) and (xiii) and 12.6; such inability shall then not be held within 30 (thirty) days after the date of the signing of this Agreement. That General Assembly will be convened on the basis of and will have the agenda in Schedule 14. The Sellers shall cause the Board to distribute and to make available to the shareholders before the General Assembly, considered an actionable breach to the extent required by that Closing takes place at the Governing Law, those draft resolutions which are attached as Schedule 15, and such other resolutions as the Purchaser may instruct the Sellers to make available and distribute, taking into account the requirements end of the Governing Law concerning the deadline by which the draft resolutions must be distributed and/or made available to the Company’s shareholders before an ordinary or extraordinary meeting of the shareholders; 4.1.2 the Government and the Company shall have entered into an agreement concerning the sale by the Government to the Company of all of the shares owned by the Government in INTERNET Crna Gora DOO, on terms which the Purchaser and the Government have agreed will be included in said sale agreement; 4.1.3 the issuance of the following undertakings, or the taking of the following actions, with the content agreed in advance with the Purchaser: (a) by the Government, confirming in writing that it will not, to the extent permitted by the Governing Law, cause or enable the police (the Ministry of Interior), the national security or security intelligence or any other similar forces under the control of the Government (A) to utilize their respective contractual rights to access and use the Company’s and the Subsidiaries’ respective telecommunications network and assets so as to conduct or provide any voice, data, alternative telecommunications services or similar services or activities, and will require said access rights to said telecommunications networks and assets to be used solely as required to enable said forces to conduct national security activities, or (B) to link or interconnect in any way any of the telecommunications network access or use rights between or among the Company’s and/or the Subsidiaries’, on the one hand, and any third party’s, on the other, respective telecommunications network and assets, so as to provide any Person other than said forces with the right to use or access such network; and (b) taking into account the provisions of Clauses 7.3 and 7.4, the Government and the Company validly sign an agreement, in the form attached as Schedule 22, which terminates, with effect at the Closing Date, the Annex no 1 with Schedules no. 2 and no. 3 of the Optic Cable Agreement, which Annex and Schedules were signed between the Government (ref. no 01-3230/7 of the Ministry of Economy, dated December 21, 2004) and the Company (ref. number 04-12687, dated December 16, 2004), in order to enable the Company on the Closing Date to sign those amendments referred to in Clauses 7.3 and 7.4; 4.2 Waiver of the Pre-closing Actionsrelevant deferral period.

Breach of Closing Obligations. 6.5.1 If either Party any party fails to comply with any material obligation in Article 3.2 (Obligations at Clauses 6.2 and 6.3 and Schedule 6 in relation to Closing), the Purchaser, in the case of non-compliance by the SellersSeller or any Relevant Seller, or the SellersSeller, in the case of non non-compliance by the Purchaser, shall be entitled, by written notice: (a) to terminate this Agreement in accordance with the provisions of Clause 8.1.3(i) or 8.1.4(i), as the case may be; (b) to effect Closing so far as practicable, having regard to the defaults which have occurred (entitled in addition to and without prejudice to all other rights or remedies available hereunder)available) by written notice to the Seller or the Purchaser, as the case may be: (a) to effect Closing so far as practicable having regard to the defaults which have occurred; or (cb) to fix a new date for Closing (not being more than 15 (fifteen) 20 Business Days after the previously agreed date for Closing and provided such date is prior to the Long Stop Date) in which case case: (i) the provisions of Article 3.2 (Obligations at Closing) Schedule 6 shall apply to Closing as so deferred. 4 Pre Closing Actions 4.1 The Sellers’ Pre-Closing Actions In order that the Closing deferred but provided such deferral may proceed, the following actions shall have been taken: 4.1.1 the Sellers shall have caused the Board, in consultation with the Purchaser, to take all action required by Law in order to validly convene a meeting of the General Assembly, to be held within 30 (thirty) days after the date of the signing of this Agreement. That General Assembly will be convened on the basis of and will have the agenda in Schedule 14. The Sellers shall cause the Board to distribute and to make available to the shareholders before the General Assembly, to the extent required by the Governing Law, those draft resolutions which are attached as Schedule 15, and such other resolutions as the Purchaser may instruct the Sellers to make available and distribute, taking into account the requirements of the Governing Law concerning the deadline by which the draft resolutions must be distributed and/or made available to the Company’s shareholders before an ordinary or extraordinary meeting of the shareholders; 4.1.2 the Government and the Company shall have entered into an agreement concerning the sale by the Government to the Company of all of the shares owned by the Government in INTERNET Crna Gora DOO, on terms which the Purchaser and the Government have agreed will be included in said sale agreement; 4.1.3 the issuance of the following undertakings, or the taking of the following actions, with the content agreed in advance with the Purchaser:only occur once; and (aii) by if a party from the Government, confirming in writing same group as that it will not, entity which originally failed to the extent permitted by the Governing Law, cause or enable the police comply (the Ministry of Interior), the national security or security intelligence or being any other similar forces under the control of the Government Relevant Seller (A) to utilize their respective contractual rights to access and use the Company’s and the Subsidiaries’ respective telecommunications network and assets so as to conduct or provide any voice, data, alternative telecommunications services or similar services or activities, and will require said access rights to said telecommunications networks and assets to be used solely as required to enable said forces to conduct national security activities, or (B) to link or interconnect in any way any of the telecommunications network access or use rights between or among the Company’s and/or the Subsidiaries’, on the one hand, and any third party’s, ) or the Purchaser (on the otherother hand)) fails to comply with any material obligation in Clauses 6.2, respective telecommunications network and assets6.3 or Schedule 6 in relation to the deferred Closing, so as then the non-defaulting party shall be entitled to provide any Person terminate this Agreement (other than said forces with the Surviving Clauses) without liability on its part or on the part of those on whose behalf notice is served. Save as aforesaid or as otherwise provided, neither the Relevant Sellers nor the Purchaser shall have any right to use terminate or access such network; andrescind this Agreement. (b6.5.2 If this Agreement is terminated in accordance with Clause 6.5.1(b)(ii) taking into account the provisions all obligations in respect of Clauses 7.3 Closing shall end, save in respect of rights and 7.4, the Government and the Company validly sign an agreement, in the form attached as Schedule 22, liabilities which terminates, with effect at the Closing Date, the Annex no 1 with Schedules no. 2 and no. 3 of the Optic Cable Agreement, which Annex and Schedules were signed between the Government (ref. no 01-3230/7 of the Ministry of Economy, dated December 21, 2004) and the Company (ref. number 04-12687, dated December 16, 2004), in order to enable the Company on the Closing Date to sign those amendments referred to in Clauses 7.3 and 7.4; 4.2 Waiver of the Pre-closing Actionshave accrued before termination.

Breach of Closing Obligations. 7.5.1 If either Party any party fails to comply with any material obligation in Article 3.2 (Obligations at Clause 7.2, 7.3, 7.4 or Schedule 10 in relation to Closing), the Relevant Purchaser, in the case of noncompliance by any Transferor, or RBS, in the case of non-compliance by the Sellers, or the Sellers, in the case of non compliance by the Relevant Purchaser, shall be entitled, by written notice: (a) *** Material has been omitted pursuant to terminate this Agreement in accordance with the provisions of Clause 8.1.3(i) or 8.1.4(i), as the case may be; (b) to effect Closing so far as practicable, having regard to the defaults which have occurred a request for confidential treatment and has been filed separately. entitled (in addition to and without prejudice to all other rights or remedies available hereunder)available, including the right to claim damages) by written notice to RBS or the Relevant Purchaser, as the case may be: (i) to effect Closing so far as practicable having regard to the defaults which have occurred; or (cii) to fix a new date for Closing (not being more than 15 (fifteen) Business Days after the previously agreed Closing Date) last day of a calendar month provided such date is on or before Long Stop Date in which case case: (a) the provisions of Article 3.2 (Obligations at Closing) Schedule 10 shall apply to Closing as so deferred. 4 Pre Closing Actions 4.1 The Sellers’ Pre-Closing Actions In order that the Closing deferred but provided such deferral may proceed, the following actions shall have been taken: 4.1.1 the Sellers shall have caused the Board, in consultation with the Purchaser, to take all action required only be effected once by Law in order to validly convene a meeting each of the General Assembly, to be held within 30 (thirty) days after the date of the signing of this Agreement. That General Assembly will be convened on the basis of and will have the agenda in Schedule 14. The Sellers shall cause the Board to distribute and to make available to the shareholders before the General Assembly, to the extent required by the Governing Law, those draft resolutions which are attached as Schedule 15, and such other resolutions as the Purchaser may instruct the Sellers to make available and distribute, taking into account the requirements of the Governing Law concerning the deadline by which the draft resolutions must be distributed and/or made available to the Company’s shareholders before an ordinary or extraordinary meeting of the shareholders; 4.1.2 the Government and the Company shall have entered into an agreement concerning the sale by the Government to the Company of all of the shares owned by the Government in INTERNET Crna Gora DOO, on terms which the Purchaser and the Government have agreed will be included in said sale agreement; 4.1.3 the issuance of the following undertakings, or the taking of the following actions, with the content agreed in advance with the Purchaser: (a) by RBS and (b) the Government, confirming in writing that it will not, to the extent permitted by the Governing Law, cause or enable the police (the Ministry of Interior), the national security or security intelligence or any other similar forces under the control of the Government (A) to utilize their respective contractual rights to access and use the Company’s and the Subsidiaries’ respective telecommunications network and assets so as to conduct or provide any voice, data, alternative telecommunications services or similar services or activities, and will require said access rights to said telecommunications networks and assets to be used solely as required to enable said forces to conduct national security activities, or (B) to link or interconnect in any way any of the telecommunications network access or use rights between or among the Company’s and/or the Subsidiaries’, on the one hand, and any third party’s, on the other, respective telecommunications network and assets, so as to provide any Person other than said forces with the right to use or access such networkPurchaser; and (b) taking into account if a party from the provisions of Clauses 7.3 and 7.4, the Government and the Company validly sign an agreement, in the form attached as Schedule 22, which terminates, with effect at the Closing Date, the Annex no 1 with Schedules no. 2 and no. 3 of the Optic Cable Agreement, which Annex and Schedules were signed between the Government same group (ref. no 01-3230/7 of the Ministry of Economy, dated December 21, 2004) and the Company being any relevant Transferor (ref. number 04-12687, dated December 16, 2004), in order to enable the Company on the one hand) or the Relevant Purchaser (on the other)) fails to comply with any material obligation in Clause 7.2, 7.3 or 7.4 or Schedule 10 in relation to the deferred Closing, then the non-defaulting party (being either of RBS or the Relevant Purchaser, as the case may be) shall be entitled to terminate this Agreement (other than Clauses 1, 15, and 16.2 to 16.19 (inclusive)). Save as aforesaid or as otherwise provided, neither the Transferors nor the Relevant Purchaser shall have any right to terminate or rescind this Agreement. 7.5.2 If this Agreement is terminated in accordance with Clause 7.5.1(ii)(b) (and without limiting the terminating party’s right to any remedy provided by law or under this Agreement) all obligations in respect of Closing Date to sign those amendments referred to shall end, save in Clauses 7.3 respect of rights and 7.4; 4.2 Waiver of the Pre-closing Actionsliabilities which have accrued before termination.

Breach of Closing Obligations. (a) If either Party the Purchaser fails to comply with any obligation in of its obligations under Article 3.2 (Obligations at Closing)2.7, the Purchaser, in the case of non-compliance by the Sellers, or the Sellers, in the case of non compliance by the Purchaser, ' Agent shall be entitled, by written notice: (a) to terminate this Agreement in accordance with the provisions of Clause 8.1.3(i) or 8.1.4(i), as the case may be; (b) to effect Closing so far as practicable, having regard to the defaults which have occurred entitled (in addition to and without prejudice to all other rights or remedies available hereunderto it, including the right to claim damages or to seek the specific performance of this Agreement (exécution forcée); or ), by written notice to the Purchaser served on the date set for Closing (cwithout the need for any prior notice (une mise en demeure)): (i) to fix terminate this Agreement, without any liability on the part of the Sellers, unless the relevant failure by the Purchaser is due to the breach by any of the Sellers of any of the covenants, agreements or other undertakings set forth in this Agreement to be performed or observed by the Sellers; (ii) to effect the Closing so far as practicable taking into account the defaults which have occurred; or (iii) to set a new date for Closing (not being more than 15 ten (fifteen10) Business Days after following the previously initially agreed Closing Date) date for Closing), in which case the provisions of Article 3.2 (Obligations at Closing) 2.7 and this Article 2.8 shall apply to the Closing as so deferred. 4 Pre deferred but provided that such deferral may only occur once, and the term "Closing Actions 4.1 The Sellers’ Pre-Closing Actions In order that the Closing may proceed, the following actions Date" throughout this Agreement shall have been taken: 4.1.1 the Sellers shall have caused the Board, in consultation with the Purchaser, be deemed to take all action required by Law in order to validly convene a meeting of the General Assembly, to be held within 30 (thirty) days after the date of the signing of this Agreement. That General Assembly will be convened on the basis of and will have the agenda in Schedule 14. The Sellers shall cause the Board to distribute and to make available apply to the shareholders before the General Assembly, to the extent required by the Governing Law, those draft resolutions which are attached as Schedule 15, and such other resolutions as the Purchaser may instruct the Sellers to make available and distribute, taking into account the requirements of the Governing Law concerning the deadline by which the draft resolutions must be distributed and/or made available to the Company’s shareholders before an ordinary or extraordinary meeting of the shareholders; 4.1.2 the Government and the Company shall have entered into an agreement concerning the sale by the Government to the Company of all of the shares owned by the Government in INTERNET Crna Gora DOO, on terms which the Purchaser and the Government have agreed will be included in said sale agreement; 4.1.3 the issuance of the following undertakings, or the taking of the following actions, with the content agreed in advance with the Purchaser: (a) by the Government, confirming in writing that it will not, to the extent permitted by the Governing Law, cause or enable the police (the Ministry of Interior), the national security or security intelligence or any other similar forces under the control of the Government (A) to utilize their respective contractual rights to access and use the Company’s and the Subsidiaries’ respective telecommunications network and assets so as to conduct or provide any voice, data, alternative telecommunications services or similar services or activities, and will require said access rights to said telecommunications networks and assets to be used solely as required to enable said forces to conduct national security activities, or (B) to link or interconnect in any way any of the telecommunications network access or use rights between or among the Company’s and/or the Subsidiaries’, on the one hand, and any third party’s, on the other, respective telecommunications network and assets, so as to provide any Person other than said forces with the right to use or access such network; andnew Closing Date. (b) taking into account If any of the provisions Sellers fail to comply with any of Clauses 7.3 and 7.4their obligations under Article 2.7, the Government Purchaser shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, including the Company validly sign an agreement, in right to claim damages or to seek the form attached as Schedule 22, which terminates, with effect at the Closing Date, the Annex no 1 with Schedules no. 2 and no. 3 specific performance of the Optic Cable Agreement, which Annex and Schedules were signed between the Government this Agreement (ref. no 01-3230/7 of the Ministry of Economy, dated December 21, 2004) and the Company (ref. number 04-12687, dated December 16, 2004exécution forcée)), in order by written notice to enable the Company Sellers' Agent served on such new date set for Closing (without the Closing Date to sign those amendments referred to in Clauses 7.3 and 7.4; 4.2 Waiver of the Preneed for any prior notice (une mise en demeure)): DocuSign Envelope ID: E60EED85-closing ActionsCC73-497B-9AB2-4E7133D1B558

Breach of Closing Obligations. (a) If either Party the Purchaser fails to comply with any obligation in of its obligations under Article 3.2 (Obligations at Closing)2.7, the Purchaser, in the case of non-compliance by the Sellers, or the Sellers, in the case of non compliance by the Purchaser, ’ Agent shall be entitled, by written notice: (a) to terminate this Agreement in accordance with the provisions of Clause 8.1.3(i) or 8.1.4(i), as the case may be; (b) to effect Closing so far as practicable, having regard to the defaults which have occurred entitled (in addition to and without prejudice to all other rights or remedies available hereunderto it, including the right to claim damages or to seek the specific performance of this Agreement (exécution forcée)), by written notice to the Purchaser served on the date set for Closing (without the need for any prior notice (une mise en demeure)): (i) to terminate this Agreement, without any liability on the part of the Sellers, unless the relevant failure by the Purchaser is due to the breach by any of the Sellers of any of the covenants, agreements or other undertakings set forth in this Agreement to be performed or observed by the Sellers; (ii) to effect the Closing so far as practicable taking into account the defaults which have occurred; or (ciii) to fix set a new date for Closing taking into account the defaults which have occurred (not being more than ten (10) Business Days following the initially agreed date for Closing), in which case the provisions of Article 2.7 and this Article 2.8 shall apply to the Closing as so deferred but provided that such deferral may only occur once, and the term "Closing Date" throughout this Agreement shall be deemed to apply to the new Closing Date. (b) If the Sellers fail to comply with any of their obligations under Article 2.7, the Purchaser shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to claim damages or to seek the specific performance of this Agreement (exécution forcée)), by written notice to the Sellers' Agent served on the date set for Closing (without the need for any prior notice (une mise en demeure)): (i) to terminate this Agreement, without any liability on the part of the Purchaser, unless the relevant failure by the Sellers is due to the breach by the Purchaser of any of the covenants, agreements or other undertakings set forth in this Agreement to be performed or observed by the Purchaser; (ii) to effect the Closing so far as practicable taking into account the defaults which have occurred; or (iii) to set a new date for Closing (not being more than 15 ten (fifteen10) Business Days after following the previously initially agreed Closing Date) date for Closing), in which case the provisions of Article 3.2 (Obligations at Closing) 2.7 and this Article 2.8 shall apply to the Closing as so deferred. 4 Pre deferred but provided that such deferral may only occur once, and the term "Closing ActionsDate" throughout this Agreement shall be deemed to apply to the new Closing Date. 4.1 The Sellers’ Pre-Closing Actions In order that the Closing may proceed(c) Notwithstanding Article 2.8(b), the following actions shall have been taken: 4.1.1 if the Sellers shall have caused fail to comply with their obligations under Article 2.7 is due solely to the Board, in consultation with the Purchaser, failure of any one or more Sellers to take all action required by Law in order to validly convene a meeting of the General Assembly, to be held within 30 (thirty) days after the date of the signing of this Agreement. That General Assembly will be convened on the basis of and will have the agenda in Schedule 14. The Sellers shall cause the Board to distribute and to deliver or make available to the shareholders before the General Assembly, to the extent required by the Governing Law, those draft resolutions which are attached as Schedule 15, and such other resolutions as the Purchaser may instruct the Sellers to make available and distribute, taking into account the requirements of the Governing Law concerning the deadline by which the draft resolutions must be distributed and/or made available to the Company’s shareholders before an ordinary or extraordinary meeting of the shareholders; 4.1.2 the Government and the Company shall have entered into an agreement concerning the sale by the Government to the Company of all of the shares owned by the Government in INTERNET Crna Gora DOOPurchaser, on terms which the Purchaser and the Government have agreed will be included in said sale agreement; 4.1.3 the issuance of the following undertakings, or the taking of the following actions, with the content agreed in advance with the Purchaser: (a) by the Government, confirming in writing that it will not, prior to the extent permitted by the Governing Law, cause or enable the police (the Ministry of Interior), the national security or security intelligence or any other similar forces under the control of the Government (A) to utilize their respective contractual rights to access and use the Company’s and the Subsidiaries’ respective telecommunications network and assets so as to conduct or provide any voice, data, alternative telecommunications services or similar services or activities, and will require said access rights to said telecommunications networks and assets to be used solely as required to enable said forces to conduct national security activities, or (B) to link or interconnect in any way any of the telecommunications network access or use rights between or among the Company’s and/or the Subsidiaries’, on the one hand, and any third party’s, on the other, respective telecommunications network and assets, so as to provide any Person other than said forces with the right to use or access such network; and (b) taking into account the provisions of Clauses 7.3 and 7.4, the Government and the Company validly sign an agreement, in the form attached as Schedule 22, which terminates, with effect at the Closing Date, duly completed, executed and dated share transfer form (ordre de mouvements de titres) or reiterative deed (acte réitératif) relating to the Annex no 1 with Schedules no. 2 and no. 3 transfer of ownership of FM1 Securities or FM2 Securities, the Optic Cable Agreement, which Annex and Schedules were signed between the Government (ref. no 01-3230/7 of the Ministry of Economy, dated December 21, 2004) Sellers’ Agent shall be entitled to set a new date for Closing and the Company (ref. number 04-12687, dated December 16, 2004), in order to enable the Company on the Closing Date to sign those amendments referred to in Clauses 7.3 and 7.4; 4.2 Waiver provisions of the Pre-closing ActionsArticle 2.8(a)(iii) shall apply mutatis mutandis but provided any such deferral may only occur twice.

Breach of Closing Obligations. (i) If either Party the Buyer fails to comply with any obligation in Article 3.2 paragraph (Obligations at Closing)c) above, the Purchaser, in the case of non-compliance by the Sellers, or the Sellers, in the case of non compliance by the Purchaser, ’ Agent shall be entitled, by written notice: (a) to terminate this Agreement in accordance with the provisions of Clause 8.1.3(i) or 8.1.4(i), as the case may be; (b) to effect Closing so far as practicable, having regard to the defaults which have occurred entitled (in addition to and without prejudice to all other rights or remedies available hereunder); oravailable) by written notice to the Buyer served on the Closing Date, to terminate this Agreement without liability on its part or on the part of those on whose behalf such notice is served. (cii) If the Sellers’ Agent fails to fix a new date for Closing comply with any obligation set out in paragraphs (not being more than 15 b)(iii), (fifteenb)(viii), (b)(ix), (b)(x) Business Days after or (b)(xii) above, the previously agreed Buyer shall be entitled (in addition to and without prejudice to all other rights or remedies available) by written notice to the Sellers’ Agent served on the Closing Date, to terminate this Agreement without liability on its part. (iii) Notwithstanding the mandate given in Clause 11 to the Seller’s Agent, if one or several Sellers fail to deliver to the Buyer (i) duly completed, executed and dated ordres de mouvement (share transfer forms) in which case respect of the provisions Sold Securities they will own on the Closing Date, pursuant to paragraph (b)(i) above, or (ii) duly completed, executed and dated tax transfer forms (formulaires cerfa n°2759 DGI) in respect of Article 3.2 the Jupiter Shares, the FJ Sold Shares or the STH Sold Shares they will own on the Closing Date, pursuant to paragraph (Obligations at Closingb)(ii) above, the Buyer shall be entitled (in addition to and without prejudice to all other rights or remedies available), by written notice to the Sellers’ Agent served on the Closing Date, to terminate this Agreement on the Closing Date (and on that date only) without liability on its part, provided, however, that such Buyer’s termination right shall apply only in the case where the total number of ordres de mouvement and tax transfer forms effectively delivered to Closing as so deferred. 4 Pre Closing Actions 4.1 The Sellers’ Pre-Closing Actions In order that the Buyer on the Closing may proceedDate, directly or indirectly, represent together less than 99 % of share capital and voting rights of STH on a fully diluted basis. If the Buyer proceeds with Closing, notwithstanding that less than 100% of share capital and voting rights of STH on a fully diluted basis has been delivered, the following actions shall Sellers that have been taken: 4.1.1 not delivered their Sold Securities at Closing waive any rights to oppose the Sellers shall have caused the Board, in consultation with the Purchaser, to take all action required by Law in order to validly convene a meeting forced execution (execution forcée) of the General Assembly, to be held within 30 (thirty) days after transfer of their Sold Securities by the date of the signing of this Agreement. That General Assembly will be convened Buyer on the basis of and will have the agenda in Schedule 14. The Sellers shall cause the Board to distribute and to make available to the shareholders before the General Assembly, to the extent required by the Governing Law, those draft resolutions which are attached as Schedule 15, and such other resolutions as the Purchaser may instruct the Sellers to make available and distribute, taking into account the requirements Article 1142 of the Governing Law concerning French Civil Code and shall also be liable to indemnify the deadline by which the draft resolutions must be distributed and/or made available to the Company’s shareholders before an ordinary or extraordinary meeting Buyer in respect of the shareholders; 4.1.2 the Government and the Company shall have entered into an agreement concerning the sale by the Government to the Company of all of the shares owned by the Government its costs incurred in INTERNET Crna Gora DOO, on terms which the Purchaser and the Government have agreed will be included in said sale agreement; 4.1.3 the issuance of the following undertakings, or the taking of the following actions, with the content agreed in advance with the Purchaser: (a) by the Government, confirming in writing that it will not, to the extent permitted by the Governing Law, cause or enable the police (the Ministry of Interior), the national security or security intelligence or any other similar forces under the control of the Government (A) to utilize their respective contractual rights to access and use the Company’s and the Subsidiaries’ respective telecommunications network and assets so as to conduct or provide any voice, data, alternative telecommunications services or similar services or activities, and will require said access rights to said telecommunications networks and assets to be used solely as required to enable said forces to conduct national security activities, or (B) to link or interconnect in any way any of the telecommunications network access or use rights between or among the Company’s and/or the Subsidiaries’, on the one hand, and any third party’s, on the other, respective telecommunications network and assets, so as to provide any Person other than said forces with the right to use or access such network; and (b) taking into account the provisions of Clauses 7.3 and 7.4, the Government and the Company validly sign an agreement, in the form attached as Schedule 22, which terminates, with effect at the Closing Date, the Annex no 1 with Schedules no. 2 and no. 3 of the Optic Cable Agreement, which Annex and Schedules were signed between the Government (ref. no 01-3230/7 of the Ministry of Economy, dated December 21, 2004) and the Company (ref. number 04-12687, dated December 16, 2004), in order to enable the Company on the Closing Date to sign those amendments referred to in Clauses 7.3 and 7.4; 4.2 Waiver of the Pre-closing Actionsconnection therewith.