Common use of Consideration Shares Clause in Contracts

Consideration Shares. ‌ The Seller acknowledges and agrees that: (a) no prospectus has been filed with any Governmental Authority in connection with the acquisition and sale of the Consideration Shares, and the Seller is acquiring the Consideration Shares pursuant to an exemption from the prospectus requirements under Applicable Securities Laws and, as a consequence: (i) it is restricted from using most of the civil remedies available under Applicable Securities Laws; (ii) it may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws; and (iii) the Buyer is relieved of certain obligations that would otherwise apply under Applicable Securities Laws (b) the Seller is acquiring the Consideration Shares as principal (as defined in Applicable Securities Laws) for its own account, and not for the benefit of any other person; (c) the Seller understands and acknowledges that the Consideration Shares will be subject to certain resale restrictions under Applicable Securities Laws and the Corporate Placee Registration Form, if applicable, and the Seller agrees to comply with such restrictions. The Seller also acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible (and the Buyer is not in any manner responsible) for complying with such restrictions; and (d) certificates and direct registration statements representing this Consideration Shares shall bear the following legends, subject to such amendment or changes as shall be approved by the Buyer or required under Applicable Securities Laws: BEFORE [the date which is four months and a day after the Closing Date] UNTIL [the date which is four months and a day after the Closing Date]”.

Consideration Shares. ‌ 7.3.1. The Seller SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) -32- Share Purchase Agreement -------------------------------------------------------------------------------- unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and agrees that:records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST; (a) no prospectus a written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been filed with offered or sold in the United States or to, or for the account or benefit of, any Governmental Authority in connection with the acquisition and sale of the Consideration Shares, and the Seller is acquiring the Consideration Shares pursuant to an exemption from the prospectus requirements under Applicable Securities Laws and, as a consequence: (i) it is restricted from using most of the civil remedies available under Applicable Securities Laws; (ii) it may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws; and (iii) the Buyer is relieved of certain obligations that would otherwise apply under Applicable Securities LawsU.S. person; (b) a written certification of the Seller proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the Consideration Shares as principal (as defined restrictions on re-sale set forth in Applicable Securities Laws) for its own accountthis Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and not for the benefit of any other person;and (c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the Seller understands and acknowledges effect that the Consideration Shares offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be subject deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to certain resale restrictions under Applicable Securities Laws and the Corporate Placee Registration Form, if applicable, and the Seller agrees to comply with such restrictions. The Seller also acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible (and the Buyer is not in any manner responsible) for complying with such restrictions; and (d) certificates and direct registration statements representing this Consideration Shares shall bear the following legends, subject to such amendment Rules 901 or changes as shall be approved by the Buyer or required under Applicable Securities Laws: BEFORE [the date which is four months and a day after the Closing Date] UNTIL [the date which is four months and a day after the Closing Date]”.904 of REGULATION S.

Consideration Shares. ‌ 7.3.1. The Seller SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and agrees that:records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST; (a) no prospectus written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been filed with offered or sold in the United States or to, or for the account or benefit of, any Governmental Authority in connection with the acquisition and sale of the Consideration Shares, and the Seller is acquiring the Consideration Shares pursuant to an exemption from the prospectus requirements under Applicable Securities Laws and, as a consequence: (i) it is restricted from using most of the civil remedies available under Applicable Securities Laws; (ii) it may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws; and (iii) the Buyer is relieved of certain obligations that would otherwise apply under Applicable Securities LawsU.S. person; (b) a written certification of the Seller proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the Consideration Shares as principal (as defined restrictions on re-sale set forth in Applicable Securities Laws) for its own accountthis Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and not for the benefit of any other person;and (c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the Seller understands and acknowledges effect that the Consideration Shares offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be subject deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to certain resale restrictions under Applicable Securities Laws and the Corporate Placee Registration Form, if applicable, and the Seller agrees to comply with such restrictions. The Seller also acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible (and the Buyer is not in any manner responsible) for complying with such restrictions; and (d) certificates and direct registration statements representing this Consideration Shares shall bear the following legends, subject to such amendment Rules 901 or changes as shall be approved by the Buyer or required under Applicable Securities Laws: BEFORE [the date which is four months and a day after the Closing Date] UNTIL [the date which is four months and a day after the Closing Date]”.904 of REGULATION S.

Consideration Shares. ‌ The Seller acknowledges and agrees that: (a) no prospectus has been filed with any Governmental Authority in connection with the acquisition and sale of the Consideration Shares, and the Seller is acquiring the The Consideration Shares pursuant to constitute “restricted securities” under the Securities Act and may not be transferred absent registration under the Securities Act or an exemption from the prospectus requirements under Applicable Securities Laws and, as a consequence: (i) it is restricted from using most of the civil remedies available under Applicable Securities therefrom. Any such transfer shall be subject to compliance with applicable state securities Laws; (ii) it may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws; and (iii) the Buyer is relieved of certain obligations that would otherwise apply under Applicable Securities Laws. (b) The Seller undertakes not to conduct any short selling, enter into any equity swaps or any similar arrangements having an effect on the Seller is acquiring price of the Purchaser’s securities on Nasdaq Global Select Market or any other market place from the date of this Agreement until and including the Closing Date. To ensure compliance with the restrictions imposed by this Agreement, the Purchaser may issue appropriate “stop-transfer” instructions to its transfer agent. The Purchaser shall not be required (i) to transfer on its books any Consideration Shares as principal (as defined that have been sold or otherwise transferred in Applicable Securities Laws) for its own account, and not for the benefit violation of any of the provisions of this Agreement or (ii) to treat as owner of such Consideration Shares, or to accord the right to vote or pay dividends, to any purchaser or other person;transferee to whom such Consideration Shares has been purportedly so transferred. (c) Each book-entry security entitlement representing any Consideration Shares (or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event) issued to or held by the Seller understands and acknowledges that in accordance with the Consideration Shares will be subject terms hereof shall bear the following legends (or substantially similar legends, in addition to certain resale restrictions under Applicable Securities Laws and any other legends required by law, the Corporate Placee Registration Form, if applicable, and Purchaser’s Organizational Documents or any other agreement to which the Seller agrees to comply with such restrictionsis a party): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. The Seller also acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible (and the Buyer is not in any manner responsible) for complying with such restrictions; andTHESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” “THE SECURITIES MAY NOT BE USED IN HEDGING TRANSACTIONS UNLESS IN COMPLIANCE WITH THE ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR IN ACCORDANCE WITH REGULATION S OF THE ACT.” (d) certificates Notwithstanding the foregoing, and direct registration statements representing this subject to Section 6.13, the Seller may transfer Consideration Shares in a transaction that does not constitute a sale under Rule 144 of the Securities Act (i) to an Affiliate of the Seller, (ii) pursuant to the laws of testamentary or intestate succession or otherwise involuntarily transferred by operation of law, or (iii) if the Seller is a partnership, corporation, or limited liability company, to any one or more partners, stockholders or members thereof; provided, however, that (A) the Seller shall bear give the following legendsPurchaser written notice prior to the time of such transfer stating the name and address of the transferee and identifying the shares being transferred to the transferee, subject to such amendment or changes as shall be approved and (B) if reasonably requested by the Buyer or required under Applicable Securities Laws: BEFORE [Purchaser, such transferee shall agree in writing, in form and substance reasonably satisfactory to the date which Purchaser, to be bound by the provisions of this Section 2.8. Any such transfer of such shares pursuant to this Section 2.8(d) is four months referred to as a “Permitted Transfer,” and any such transferee of shares pursuant to this Section 2.8(d) is referred to herein as a day after the Closing Date] UNTIL [the date which is four months and a day after the Closing Date]“Permitted Transferee.”.

Consideration Shares. ‌ The In consideration for the sale, assignment, transfer and delivery of all of the Acquired Assets (other than the Inventory), at the Closing referred to in Section 4 hereof, the Buyer will issue to Seller acknowledges a share certificate representing 285,000 Ordinary Shares, of Buyer, par value NIS 4.00 each, (the "CONSIDERATION SHARES") free and agrees that: (a) no prospectus has been filed with clear from any Governmental Authority claims, liens, charges, pledges, security interests, encumbrances and any third party rights. In addition to the consideration under Section 3.2 below, the issuance of said shares to the Seller shall be the sole consideration, monetary or otherwise, to be paid by the Buyer and/or to which the Seller may be entitled in connection with the acquisition transactions contemplated in this Agreement. Upon the consummation of the Closing, the Seller shall have no rights, of any nature, relating to or in connection with the Business and/or the Buyer, other than its holdings of the Consideration Shares and sale of the rights attached to the Consideration Shares, as set out in the Buyer corporate documents. Notwithstanding the said, Seller shall be granted at the Closing a non revocable, free of any charge license to use the name Quasar Communication Systems Ltd. for the purposes of securing Seller's rights with respect to the Business and Acquired Assets accrued up and until the Closing Date and/or for the purposes of any legal proceedings to which the Seller is acquiring a party to on the Consideration Shares pursuant Closing Date. Subject to an exemption from the prospectus requirements under Applicable Securities Laws andterms and restrictions specified herein, as a consequence: (i) it is restricted from using most of the civil remedies available under Applicable Securities Laws; (ii) it may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws; and (iii) the Buyer is relieved of certain obligations that would otherwise apply under Applicable Securities Laws (b) the Seller is acquiring the Consideration Shares as principal (as defined in Applicable Securities Laws) for its own account, and not for the benefit of any other person; (c) the Seller understands and acknowledges that the Consideration Shares will be subject to certain resale restrictions under Applicable Securities Laws an absolute "lock-up" for a period of one year following the Closing. Notwithstanding the above and subject to any applicable law, Seller will be entitled to transfer the Corporate Placee Registration Form, if applicable, Consideration Shares or any part thereof to any of Seller's currently existing shareholders during the lock - up period provided that each transferee of said Consideration Shares shall be subject to abovementioned lock-up provision and the Seller agrees shall confirm in writing that he undertakes to comply with such restrictionsrestriction for the said one year period following the Closing. Furthermore, Seller and Seller's currently existing shareholders will be entitled to pledge the Consideration Shares or any part thereof to their creditor banks, provided that each creditor bank will be subject to all restrictions and lock up period and provided rurther that upon receipt of the Consideration Shares by Seller, Seller undertake to pledge the Consideration Shares to Bank Leumi subject to the lifting of its floating charge on Seller's assets. The Seller also acknowledges that it has been advised lock-up under this agreement is in addition to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible (and the Buyer is not in any manner responsible) for complying with such restrictions; and (d) certificates and direct registration statements representing this Consideration Shares shall bear the following legends, subject to such amendment or changes as shall be approved restriction applied by the Buyer or required under Applicable Securities Laws: BEFORE [the date which is four months and a day after the Closing Date] UNTIL [the date which is four months and a day after the Closing Date]”operation of law.

Consideration Shares. ‌ The Seller acknowledges and agrees that:‌ (a) no prospectus has been filed with any Governmental Authority in connection with The Vendor agrees that, during the acquisition period beginning on the Closing Date and sale ending on the date that is 12 months following the Closing Date (the “Lock-Up Period”), it will not, directly or indirectly, without the prior written consent of the Purchaser, acting reasonably, sell, offer to sell, contract to offer or sell, grant any option, right or warrant for the sale of, or otherwise lend, hypothecate, secure, pledge, transfer, assign or dispose of any Consideration Shares, and whether through the Seller is acquiring the Consideration Shares pursuant facilities of a stock exchange, in a public offering or by way of private placement or otherwise, or agree to an exemption from the prospectus requirements under Applicable Securities Laws and, as a consequence: (i) it is restricted from using most do any of the civil remedies available under Applicable Securities Laws; (ii) it may not receive information that would otherwise be required foregoing or publicly announce any intention to be provided to it under Applicable Securities Laws; and (iii) do any of the Buyer is relieved of certain obligations that would otherwise apply under Applicable Securities Lawsforegoing.‌ (b) During the Seller is acquiring Lock-Up Period, the Vendor authorizes the Purchaser to cause any transfer agent for the Purchaser Shares to decline to transfer and to note stop transfer restrictions on the share registers and other records relating to the Consideration Shares as principal (as defined in Applicable Securities Laws) for its own account, and not for the benefit of any other person;Shares. (c) Subject to compliance with Section 7.18(a) during the Seller understands Lock-Up Period, the Vendor agrees, during the period beginning on the Closing Date and acknowledges ending on the date that is 36 months following the Closing Date, if it wishes to sell, transfer or assign any or all of the Consideration Shares will (each, a “Proposed Sale”), then:‌ (i) prior to conducting any sales, transfers or assignments of Consideration Shares or any marketing efforts to sell, transfer or assign any Consideration Shares, the Vendor shall give written notice to the Purchaser of the Proposed Sale (the “Proposed Sale Notice”), which Proposed Sale Notice shall contain the minimum per Consideration Share sale price (which, for certainty, may be subject made with reference to certain resale restrictions under Applicable Securities Laws the market price of the Purchaser Shares at the time), the total number of Consideration Shares proposed to be sold, transferred or assigned pursuant to the Proposed Sale and the Corporate Placee Registration Form, if applicable, any other relevant terms and the Seller agrees to comply with such restrictions. The Seller also acknowledges that it has been advised to consult its own legal advisors conditions with respect to applicable resale restrictions the sale of such Consideration Shares; (ii) the Purchaser shall have the right to name, by notice in writing to the Vendor (the “Purchaser Notice”) within (x) in the case of any Proposed Sale prior to the second anniversary of the Closing Date, 15 calendar days following delivery of the Proposed Sale Notice, and that it (y) in the case of any Proposed Sale on or after the second anniversary of the Closing Date but before the third anniversary of the Closing Date, five calendar days following delivery of the Proposed Sale Notice (the “Proposed Sale Period”), one or more purchasers (each a “Private Purchaser”) who shall not be (X) a direct competitor of the Vendor or its Affiliates, or (Y) a Person to whom the Vendor or its Affiliates are prohibited by Law from transacting with, and be capable of closing, and willing to close, the Proposed Sale within ten Business Days of the receipt of the Purchaser Notice by the Vendor on the terms and conditions contained in the Proposed Sale Notice;‌ (iii) if a Purchaser Notice is solely responsible (delivered by the Purchaser and the Buyer requirements set out in subparagraph (ii) are satisfied, the Vendor shall be required to complete the Proposed Sale with the Private Purchaser(s) on the terms and conditions contained in the Proposed Sale Notice.‌ (iv) If the Purchaser fails to identify a Private Purchaser within the Proposed Sale Period, the requirements of Section 7.18(c)(ii) are otherwise not satisfied or the sale or transfer specified in Section 7.18(c)(iii) is not completed within the ten Business Day period, then the Vendor may sell, transfer or assign the Consideration Shares that were the subject of the applicable Proposed Sale Notice on the same terms as set out in any manner responsiblethe Proposed Sale Notice, provided that if the Vendor does not complete the Proposed Sale (or an alternative disposition transaction) for complying with such restrictions; andwithin 60 days of the date of the Proposed Sale Notice, the provisions of this Section 7.18(c) shall again apply. (d) certificates The restrictions in this Section 7.18 will not apply: (x) in respect of any transactions between the Vendor and direct registration statements representing an Affiliate, provided that prior to any such transfers to any Affiliate, the Affiliate agrees in writing to be bound by the covenants contained in this Section 7.18; or (y) to transfers pursuant to a bona fide third party take-over bid made to all shareholders of the Purchaser or similar acquisition transaction (including an arrangement, amalgamation or other corporate transaction) provided that in the event that the take-over bid or acquisition transaction is not completed, any Consideration Shares held by the Vendor shall bear the following legends, remain subject to such amendment or changes as shall be approved by the Buyer or required under Applicable Securities Laws: BEFORE [restrictions contained in this Section 7.18. (e) For greater certainty, the date which is four months and a day after provisions of this Section 7.18 expressly survive the Closing Date] UNTIL [the date which is four months and a day after the Closing Date]”Closing.

Consideration Shares. ‌ 21.1. The Seller acknowledges and agrees that: (a) no prospectus has been filed with any Governmental Authority in connection with US Business Vendor understands that the acquisition and sale issuance of the Consideration Shares, Shares by the Purchaser to the US Business Vendor is intended to be exempt from registration under the Securities Act pursuant to section 4(2) thereof. 21.2. The US Business Vendor (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the Seller merits and risks of its investment in the Consideration Shares and is capable of bearing the economic risks of such investment. 21.3. The US Business Vendor is acquiring the Consideration Shares pursuant to an exemption from the prospectus requirements under Applicable Securities Laws and, as a consequence: (i) it is restricted from using most of the civil remedies available under Applicable Securities Laws; (ii) it may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws; and (iii) the Buyer is relieved of certain obligations that would otherwise apply under Applicable Securities Laws (b) the Seller is acquiring the Consideration Shares as principal (as defined in Applicable Securities Laws) for its own accountaccount (or for accounts over which it exercises investment authority), and not for with a view to the benefit public resale or distribution thereof, in violation of any other person;securities law. (c) the Seller 21.4. The US Business Vendor understands and acknowledges that the Consideration Shares will be subject issued in a transaction exempt from the registration or qualification ---------------------------- SCHEDULE 4 - Warranties ---------------------------- requirements of the Securities Act and applicable US state securities laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification. 21.5. The US Business Vendor can bear the economic risk of (i) an investment in the Consideration Shares indefinitely and (ii) a total loss in respect of such investment, and has such knowledge and experience in business and financial matters so as to certain resale restrictions under Applicable Securities Laws enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Consideration Shares and to protect its own interest in connection with such investment. ---------------------------- SCHEDULE 4 - Warranties ---------------------------- SCHEDULE 5 - Limitations 1. The Principal Vendor's and the Corporate Placee Registration Form, if applicable, UK Business Vendor's liability in respect of any claim under the Warranties shall be limited as follows: 1.1 the Principal Vendor and the Seller agrees UK Business Vendor shall have no liability for any breach of any of the Warranties (other than a Specified Warranty), unless the amount of such claim (excluding the Purchaser's own interest, costs and expenses of enforcing the claim against the Principal Vendor or the UK Business Vendor) when aggregated with other like claims based on the same or a series of related facts (including any such claims under the Tax Deed) exceeds US$100,000; 1.2 the Principal Vendor and the UK Business Vendor shall have no liability for any breach of any of the Warranties (other than a Specified Warranty) until the aggregate liability for all claims (other than those excluded by paragraph 1.1 and excluding the Purchaser's own interest, costs and expenses enforcing such claims against the Principal Vendor or the UK Business Vendor) shall equal or exceed US$2.25 million in which case the Principal Vendor and the UK Business Vendor shall be liable for the whole amount and not merely the excess over US$2.25 million; 1.3 the Principal Vendor and the UK Business Vendor shall not be liable for any breach of the Warranties (other than the Tax Warranties and the Environmental Warranties) unless a written claim has been made by the Purchaser to the Principal Vendor and the UK Business Vendor giving notice as described in paragraph 10 of this Schedule 5 of the relevant facts and the Warranty or Warranties which are alleged to have been breached on or before 31st December 2005; 1.4 the Principal Vendor and the UK Business Vendor shall not be liable in respect of a breach of any of the Environmental Warranties unless a written claim has been made by the Purchaser to the Principal Vendor and the UK Business Vendor giving notice as described in paragraph 10 of this Schedule 5 of the relevant facts and the Warranty or Warranties which are alleged to have been breached on or before31st March 2008; and 1.5 the Principal Vendor and the UK Business Vendor shall not be liable in respect of a breach of any of the Tax Warranties unless a written claim has been made by the Purchaser to the Principal Vendor and the UK Business Vendor giving notice as described in paragraph 10 of this Schedule 5 of the relevant facts and the Warranty or Warranties which are alleged to have been breached on or before 31st March 2009, provided however that for the purposes only of determining the Principal Vendor's and the UK Business Vendor liability in respect of any breach of the Warranties (other than the Specified Warranties), but for the avoidance of doubt not for the purpose of determining whether there has been a breach of such Warranty on its terms, the Warranties shall be deemed not to be qualified by any references therein to materiality. --------------------------------- SCHEDULE 5 - Limitations --------------------------------- 2. Subject to paragraph 13, the maximum aggregate liability of the Vendors for all claims under this Agreement (other than claims for breach of the Specified Warranties) or the documents in the Agreed Form XX0, XX00, AF13 (other than AF13A and AF13B), AF15A and the Local Agreements shall not exceed 50 per cent of the Purchase Price. 3. Any claim for breach of Warranties which is made within the time limits specified above shall, unless previously satisfied, settled or withdrawn, be deemed to be withdrawn and no longer enforceable unless legal proceedings in respect thereof are commenced by validly issuing and serving legal process within one year of the making of such claim provided that in respect of claims in respect of losses which remain contingent, the relevant time limit under this paragraph 3 shall be one year after such contingency crystallises. 4. The Principal Vendor and the UK Business Vendor shall not be liable in respect of any claim under the Warranties, except for claims under the Specified Warranties, to the extent that such claim would not have arisen but for a change or changes in law, rules, regulation or published administrative practice of any government, governmental department agency or regulatory body or legislation (whether relating to rates or imposition of Tax or otherwise) made after the date of this Agreement. 5. The Principal Vendor and the UK Business Vendor shall not be liable under the Warranties: 5.1 to the extent that such claim would not have arisen but for or is exacerbated by any voluntary act, omission, transaction or arrangement of the Purchaser or the Purchaser's Group or, after the Completion Date, any Target Company outside the ordinary course of trading; 5.2 to the extent that such claim would not have arisen but for or is increased by any change in practices or policies of the Target Companies in respect of Taxation after Completion other than one made to comply with standard Tax practices and policies existing at Completion; 5.3 if and to the extent that such restrictionsclaim would not have arisen but for or is increased by a change of accounting policy, bases or practice of any the Operations after Completion (other than ones effected in order to comply with accounting standards or practices applicable at Completion); 5.4 to the extent that the claim relates to any losses covered under a policy of insurance in force for the benefit of the Purchaser, the Purchaser's Group or any Target Company; 5.5 to the extent that the claim arises or is increased as a consequence of the failure of the Purchaser to comply with or to procure the compliance of any Local Purchaser or Target Company with their respective obligations under this Agreement or to act or procure action in accordance with the reasonable instructions of the Principal Vendor or --------------------------------- SCHEDULE 5 - Limitations --------------------------------- its authorised representative under Clause 8 (Claims Procedure) in respect of that claim; 5.6 to the extent the matter giving rise to the claim for breach of Warranty was provided for or accrued in the 2003 Accounts or the Completion Working Capital Statement; or 5.7 to the extent such claim arises or is increased as a result of in relation to Taxation any withdrawal of a claim, election, surrender or disclaimer made, or notice or consent in relation to Taxation given after Completion. 6. The Seller also Principal Vendor and the UK Business Vendor shall not be liable under the Warranties to the extent the circumstances giving rise to or representing the breach of Warranty were fairly disclosed in or by the Disclosure Letter or the documents attached to or incorporated by reference in the Disclosure Letter. 7. If in respect of any claim under the Warranties the losses of the Purchaser or the Purchaser's Group are contingent only, the Principal Vendor and the UK Business Vendor shall not be under any obligation to make any payment to the Purchaser until such time as the contingent losses cease to be contingent and become actual provided always that this paragraph is without prejudice to the ability of the Purchaser to notify the claim. 8. For the avoidance of doubt the amount of any claim for breach of the Warranties shall take into account the amount of any Relief (as defined in the Tax Deed) and any other corresponding saving or net benefit enjoyed by the Purchaser or the Purchaser's Group. 9. The Purchaser and the Local Purchasers taken together shall not be entitled to recover from the Principal Vendor (or any other Vendor) under this Agreement or the documents to be entered into pursuant to this Agreement more than once in respect of the same losses, and accordingly the Principal Vendor and any other Vendor shall not be liable under any one such document if and to the extent that the losses are or have been recovered under another such document. 10. As soon as reasonably practicable after a member of the Purchaser's Group becomes aware of any matter which may give rise to a claim against the Principal Vendor or the UK Business Vendor for breach of Warranty, the Purchaser shall give written notice of such matter to the Principal Vendor and the UK Business Vendor and shall (then and from time to time) take reasonable steps to provide to the Principal Vendor and the UK Business Vendor all such information as may be in its possession or under its control which is relevant to the determination of the Principal Vendor's or the UK Business Vendor's liability for such matter provided that any failure to give such timely notice or information shall not affect the rights of the Purchaser or any member of the Purchaser's Group except to the extent the Principal Vendor or the UK Business Vendor is prejudiced by such failure. 11. If the Purchaser has alleged that a breach of any of the Warranties has occurred then to the extent that such breach or the effects of such breach are capable of being remedied, the Principal Vendor and the UK Business Vendor shall be --------------------------------- SCHEDULE 5 - Limitations --------------------------------- afforded an opportunity to effect such remedy within 30 days of its receipt of written notice from the Purchaser of such alleged breach. 12. Notwithstanding any other provision of this Agreement, the Purchaser acknowledges that it has been advised neither the Principal Vendor nor any other member of the Vendors' Group nor any of their directors, employees, representatives, agents or advisers have given (nor shall they be liable in respect of) any warranty, assurance, representation, undertaking or covenant relating to consult its own legal advisors with any budget or forecast of the financial or trading position of the Operations after the date of this Agreement or the Completion. 13. Nothing in this Schedule shall operate to limit the liability of any Vendor (or the remedies available to the Purchaser) in respect of a fraudulent act or fraudulent misrepresentation by any such Vendor. --------------------------------- SCHEDULE 5 - Limitations --------------------------------- SCHEDULE 6 - ANCILLARY AGREEMENTS The following agreements are the Ancillary Agreements to applicable resale restrictions be executed and that it is solely responsible (and the Buyer is not in any manner responsible) for complying with such restrictions; and (d) certificates and direct registration statements representing this Consideration Shares shall bear the following legends, subject to such amendment or changes as shall be approved delivered by the Buyer or required under Applicable Securities Laws: BEFORE [relevant parties at Completion. The Transitional IT Services Agreement is to be signed simultaneously with this Agreement and accordingly will not be an "Ancillary Agreement" solely for the date which is four months and a day after purposes of the Closing Date] UNTIL [the date which is four months and a day after the Closing Date]”deliveries to be made pursuant to Schedule 9.

Consideration Shares. ‌ 7.3.1 The Seller SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) -30- Share Purchase Agreement -------------------------------------------------------------------------------- engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and agrees that:records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2 Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST; (a) no prospectus a written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been filed with offered or sold in the United States or to, or for the account or benefit of, any Governmental Authority in connection with the acquisition and sale of the Consideration Shares, and the Seller is acquiring the Consideration Shares pursuant to an exemption from the prospectus requirements under Applicable Securities Laws and, as a consequence: (i) it is restricted from using most of the civil remedies available under Applicable Securities Laws; (ii) it may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws; and (iii) the Buyer is relieved of certain obligations that would otherwise apply under Applicable Securities LawsU.S. person; (b) a written certification of the Seller proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the Consideration Shares as principal (as defined restrictions on re-sale set forth in Applicable Securities Laws) for its own accountthis Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and not for the benefit of any other person;and (c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the Seller understands and acknowledges effect that the Consideration Shares offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be subject deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to certain resale restrictions under Applicable Securities Laws and the Corporate Placee Registration Form, if applicable, and the Seller agrees to comply with such restrictions. The Seller also acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible (and the Buyer is not in any manner responsible) for complying with such restrictions; and (d) certificates and direct registration statements representing this Consideration Shares shall bear the following legends, subject to such amendment Rules 901 or changes as shall be approved by the Buyer or required under Applicable Securities Laws: BEFORE [the date which is four months and a day after the Closing Date] UNTIL [the date which is four months and a day after the Closing Date]”.904 of REGULATION S. -31- Share Purchase Agreement --------------------------------------------------------------------------------

Consideration Shares. ‌ 15.1 The Seller acknowledges Vendors are acquiring the Consideration Shares issued hereunder for their own account as principal, not as a nominee or agent, for investment purposes only, and agrees thatnot with a view to, or for, resale, distribution or fractionalisation thereof in whole or in part and no other person or entity has a direct or indirect beneficial interest in such Consideration Shares. The Vendors do not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any third person or entity with respect to any of such Consideration Shares. 15.2 The Vendors acknowledge that the issuances of the Consideration Shares to them are intended to be exempt from registration under the Securities Act 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Vendors further represent and warrant to the Purchaser as follows: (ai) the Vendors have the financial ability to bear the economic risk of their investment, have adequate means for providing for their current needs and personal contingencies and have no prospectus has been filed need for liquidity with respect to their investment in the Purchaser; and (ii) the Vendors have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Consideration Shares. 15.3 The Vendors are each Accredited Investors, as that term is defined in Rule 501 of Regulation D under the Securities Act. 15.4 The Vendors are not relying in any Governmental Authority statements or representations made by the Purchaser or any Affiliate (as such term is defined in connection Rule 405 promulgated under the Securities Act) thereof with the acquisition and sale of respect to economic considerations involved in an investment in the Consideration Shares, except to the extent that such statements or representations are made in the filings of Purchaser with the Securities and the Seller is acquiring Exchange Commission.. 15.5 The Vendors will not sell or otherwise transfer the Consideration Shares pursuant to an exemption from except in accordance with the prospectus requirements under Applicable Securities Laws andterms of this Agreement. In addition, as a consequence: (i) it is restricted from using most of the civil remedies available under Applicable Securities Laws; (ii) it may Vendors will not receive information that would sell or otherwise be required to be provided to it under Applicable Securities Laws; and (iii) the Buyer is relieved of certain obligations that would otherwise apply under Applicable Securities Laws (b) the Seller is acquiring transfer the Consideration Shares as principal (as defined in Applicable without registration under the Securities Laws) for its own accountAct or an exemption therefrom and the Vendors fully understand and agree that they must bear the economic risk of the acquisition thereof because, and among other reasons, the Consideration Shares have not for been registered under the benefit Securities Act or under the securities laws of any other person; (c) state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Seller understands Securities Act and acknowledges under the applicable securities laws of such states, or unless exemptions from such registration requirements are available. In particular, the Vendors are aware that the Consideration Shares will be subject to certain resale restrictions are "restricted securities", as such term is defined in Rule 144 promulgated under Applicable the Securities Laws and the Corporate Placee Registration Form, if applicableAct ("Rule 144"), and they may not be sold pursuant to Rule 144 unless all of the Seller agrees to comply with such restrictionsconditions of Rule 144 are met. The Seller Vendors also acknowledges understand that it has been advised as a material inducement to consult its own legal advisors with respect the Vendors to applicable resale restrictions and that it sell the Shares to the Purchaser, the Purchaser is solely responsible (and under no obligation to register the Buyer is not Consideration Shares on their behalf or to assist the Vendors in any manner responsible) for complying with such restrictions; andany exemption from the registration requirements of the Securities Act or applicable securities laws other than as provided in this Agreement. The Vendors further understand that sales or transfers of the Consideration Shares are further restricted by the provisions of this Agreement. (d) 15.6 The Vendors understand and acknowledge that the certificates and direct registration statements representing this for the Consideration Shares shall bear bear: (1) a legend substantially as follows until (i) such securities shall have been registered under the following legendsSecurities Act and effectively have been disposed of in accordance with an effective registration statement thereunder; or (ii) in the opinion of counsel for the Purchaser, subject to such amendment securities may be sold without registration under the Securities Act as well as any applicable "Blue Sky" or changes state securities laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR OTHER STATE SECURITIES LAW." (2) an additional legend substantially as shall be approved by follows until the Buyer or required restrictions on transfer under Applicable Securities LawsClause 6.4, have expired: BEFORE ["THE SHARES EVIDENCED HEREBY ARE ALSO SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN SHARE PUT AND CALL OPTION AGREEMENT DATED MARCH 28th, 2000 BY AND AMONG RSL COMMUNICATIONS, LTD. XXXXXXXX XXXX, XXXXXXXXXXX XXXXXXX, XXXXX XXXXXXXX AND XXXXXXXX TRUSTEES (IOM) LIMITED." SCHEDULE 4 Provisions for the date which is four months and a day after Protection of the Closing Date] UNTIL [the date which is four months and a day after the Closing Date]”.Vendors

Consideration Shares. ‌ 24.1 At Completion, the Purchaser shall issue the Consideration Shares in the name of the Vendor and deliver evidence of such issuance. Within 20 (twenty) Business Days of Completion, the Vendor shall give one or more sets of written instructions to the Purchaser with respect to the names of not more than 10 (ten) natural persons or entities to whom the Vendor shall transfer, either directly or through subsequent transfers, all of the Consideration Shares. The Seller acknowledges instructions will contain details of the number of Consideration Shares to be transferred, the name of the transferor and agrees the name of the transferee. In addition, each of the transferees will execute and deliver such documents to allow counsel for the Purchaser to provide an opinion to the Transfer Agent for the transfers of the Consideration Shares to the transferees identified in the instruction letters. 24.2 Promptly (but in no event more than five (5) Business Days) after receipt by the Purchaser of the information set forth in Clause 24.1, the Purchaser shall cause the Transfer Agent to take all actions necessary to register, in the official stock register maintained by the Transfer Agent, the ownership of the relevant Consideration Shares to the relevant transferees as set out in the instructions. 24.3 The Guarantor warrants to the Vendor that: (a) no prospectus has been filed with any Governmental Authority the Guarantor is duly organized, validly existing, and in connection with good standing under the acquisition and sale laws of the Consideration SharesState of Delaware, and the Seller is acquiring the Consideration Shares pursuant to an exemption from the prospectus requirements under Applicable Securities Laws and, as a consequence: (i) it is restricted from using most of the civil remedies available under Applicable Securities Laws; (ii) it may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws; and (iii) the Buyer is relieved of certain obligations that would otherwise apply under Applicable Securities LawsU.S.A.; (b) the Seller is acquiring the Consideration Shares as principal (as defined in Applicable Securities Laws) for its own accountGuarantor has all necessary organizational power and authority to enter into this Agreement, and not for each other Transaction Document to which it is a party, to carry out its obligations hereunder and thereunder, and to consummate the benefit transactions contemplated hereby and thereby. The execution and delivery by the Guarantor of any this Agreement and each other personTransaction Document to which it is a party, the performance by the Guarantor of its obligations hereunder and thereunder, and the consummation by the Guarantor of the transactions contemplated hereby and thereby have been duly authorized by all requisite organizational action on the part of the Guarantor. This Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by the Guarantor, and (assuming due authorization, execution and delivery by the other parties hereto) constitutes a legal, valid, and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (c) the Seller understands execution, delivery, and acknowledges that performance by the Consideration Shares will be subject Guarantor of this Agreement and each other Transaction Document to certain resale restrictions under Applicable Securities Laws and the Corporate Placee Registration Form, if applicablewhich it is a party, and the Seller agrees consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the organization documents of the Guarantor; (b) result in a violation or breach of any provision of any law or order of a Governmental Entity applicable to comply with such restrictionsthe Guarantor; or (c) require the consent, notice, or other action by any person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which the Guarantor is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration, or failure to give notice would not have a material adverse effect on the Guarantor's ability to consummate the transactions contemplated hereby. The Seller also acknowledges that it has been advised to consult its own legal advisors No consent, approval, Permit, order of a Governmental Entity, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to applicable resale restrictions the Guarantor in connection with the execution and that delivery of this Agreement and each other Transaction Document to which it is solely responsible (a party and the Buyer is consummation of the transactions contemplated hereby and thereby, except such consents, approvals, Permits, orders of any Governmental Entity, declarations, filings, or notices which would not in any manner responsible) for complying with such restrictionshave a material adverse effect on the Guarantor's ability to consummate the transactions contemplated hereby and thereby; and (d) certificates and direct registration statements representing this the Consideration Shares shall bear are duly authorised and, when issued and paid for in accordance with this Agreement will be duly and validly issued, fully paid and nonassessable, free and clear of all Encumbrances, other than transfer restrictions under applicable securities laws. 24.4 The Vendor warrants to the following legends, subject to such amendment or changes Guarantor that it is an “accredited investor” as shall be approved by set forth in the Buyer or required under Applicable Securities Laws: BEFORE [the date which is four months and a day after the Closing Date] UNTIL [the date which is four months and a day after the Closing Date]”Act.