Common use of REPRESENTATIONS AND WARRANTIES 12 Clause in Contracts

REPRESENTATIONS AND WARRANTIES 12. Section 4.01. Representations and Warranties of Purchaser 12 Section 4.02. Representations and Warranties of Sellers 13 Section 4.03. Additional Representations and Warranties of Xxxxxxxxxx 00 XXXXXXX X XXXXXXXXX 00 Section 5.01. Confidentiality 16 Section 5.02. Further Assurances 17 Section 5.03. Operation of Business of Company Prior to Closing 17 Section 5.04. Non-Compete 17 Section 5.05. Use of Company Name 17 Section 5.06. Director and Officer Indemnification 18 ARTICLE VI PURPOSE OF THE ACQUISITION OF THE SHARES 18 Section 6.01. Purpose of the Purchase of Shares 18 ARTICLE VII INDEMNIFICATION 18 Section 7.01. Survival 18 Section 7.02. Indemnification by the Seller and the Seller's Guarantors 18 Section 7.03. Indemnification by the Purchaser 18 ARTICLE VIII MISCELLANEOUS 19 Section 8.01. Release of Claims 19 Section 8.02. Governing Law 19 Section 8.03. Jurisdiction; Waiver of Jury Trial 19 Section 8.04. Successors and Assigns 19 Section 8.05. No Third Party Beneficiaries 20 Section 8.06. Entire Agreement 20 Section 8.07. Notices, etc 20 Section 8.08. Amendments and Waivers; Delays and Omissions 20 Section 8.09. Expenses and Taxes 20 Section 8.10. Severability 20 Section 8.11. Language 20 Section 8.12. Entire Agreement 21 Section 8.13. Counterparts 21 EXHIBITS Exhibit A Description of Concession Rights Exhibit B Description of Sellers' Shares and Allocation of Purchase Price Exhibit C Wire Instructions Exhibit D Form of Guarantee Exhibit E Form of Arbitration Resolution Documents Exhibit F Form of IB Mutual Warranties Exhibit G Form of Certificate of Sellers' Representations and Warranties Exhibit H Form of Certificate of Purchaser's Representations and Warranties Exhibit I-1 Form of Certificate of Secretary of Gulfstream Exhibit I-2 Form of Certificate of Secretary of Guarantor Exhibit J Form of Certificate of Secretary of Purchaser Exhibit K Form of Certificate of Satisfaction of Conditions Precedent to Purchaser's Obligations Exhibit L Form of Certificate of Satisfaction of Conditions Precedent to Sellers' Obligations Exhibit M Addresses for Notices Exhibit N Form of Assignment of Intercompany Debt Exhibit O Financial Statements Exhibit P Seller Share Transfer Forms SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of August 16, 2013 (the "Execution Date"), is entered into by and among GULFSTREAM CAPITAL PARTNERS LTD., a company duly incorporated and existing under the laws of the Republic of Seychelles, whose domicile is located at 1st Floor, #5 XXXX Xxxxx, Xx Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxx, Xxxxxxxx of Seychelles ("Gulfstream"); XXXXX XXXXXXX XXXXXXX, an individual whose domicile is located at Xx Xxxxxxx 000, Xxxxxxxxxxxx 000, Xxxxxxxxxx, Xxxx, Xxxx ("Xxxxxxx"), and XXXXXX XXXXXXX XXXXXXXX, an individual whose domicile is located at Xx. Xxxx Xxxxxx 000, Xxxxx 0, Xxx. 102. Monterrico Chico, Surco, Lima, Peru ("Samanez" and together with Gulfstream and Xxxxxxx, collectively, the "Sellers"); FIRST GLOBAL PROJECTS MANAGEMENT INC., a company duly incorporated and existing under the laws of British Virgin Islands, whose domicile is located at Xxxxxxx Xxxxxxxx, X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, XXX ("Xxxxxxxxx"); and, solely for the purposes of Sections 5.04 and 5.05 of this Agreement, VelaTel Global Communications, Inc., a US (Nevada) corporation ("Guarantor").

REPRESENTATIONS AND WARRANTIES 12. Section 4.01. 5.1 Representations and Warranties of Purchaser the Company and EFIH 12 Section 4.02. 5.2 Representations and Warranties of Sellers 13 Section 4.03. Additional Representations and Warranties of Xxxxxxxxxx 00 XXXXXXX X XXXXXXXXX 00 Section 5.01. Confidentiality 16 Section 5.02. Further Assurances 17 Section 5.03. Operation of Business of Company Prior to Closing 17 Section 5.04. Non-Compete 17 Section 5.05. Use of Company Name 17 Section 5.06. Director and Officer Indemnification 18 the Purchasers 35 ARTICLE VI PURPOSE OF THE ACQUISITION OF THE SHARES 18 Covenants 40 Section 6.01. Purpose 6.1 Interim Operations 40 Section 6.2 Alternative Proposals 44 Section 6.3 Filings; Other Actions; Notification 46 Section 6.4 Access and Reports 51 Section 6.5 Publicity 52 Section 6.6 Employee Benefits 52 Section 6.7 WARN Act 54 Section 6.8 Expenses 54 Section 6.9 Indemnification; Directors’ and Officers’ Insurance 54 Section 6.10 Resignation of Directors and Officers 57 Section 6.11 Takeover Statutes 57 Section 6.12 Notice of Current Events 57 Section 6.13 Bankruptcy Court Matters 57 Section 6.14 Parent and OV2 Waiver 58 Section 6.15 Tax-Free Reorganization Treatment 59 Section 6.16 Issuance of Equity and Repayment of Indebtedness 59 Section 6.17 Debt Financing 59 Section 6.18 Tax Matters 65 Section 6.19 IPO Conversion Plan; Oncor Restructuring 66 Section 6.20 Drag-Along Rights 67 Section 6.21 Transition Services Agreement 67 Section 6.22 Enforcement of Certain Investor Rights 68 Section 6.23 Oncor Actions 71 Section 6.24 Purchaser Liabilities 71 Section 6.25 Transaction Expenses 71 Section 6.26 Rejection of Certain Contracts 72 ARTICLE VII Conditions 73 Section 7.1 Conditions to All Parties’ Obligations 73 Section 7.2 Conditions to Obligations of the Purchase Purchasers 75 Section 7.3 Conditions to Obligations of Shares 18 the Company and EFIH 77 ARTICLE VII INDEMNIFICATION 18 VIII Termination 79 Section 7.01. Survival 18 8.1 Termination by Mutual Consent 79 Section 7.02. Indemnification 8.2 Termination by Either Parent or the Company/EFIH 79 Section 8.3 Termination by the Seller Company and/or EFIH 79 Section 8.4 Termination by Parent 80 Section 8.5 Effect of Termination and the Seller's Guarantors 18 Abandonment 82 ARTICLE IX Miscellaneous and General 83 Section 7.03. Indemnification by the Purchaser 18 ARTICLE VIII MISCELLANEOUS 19 9.1 Survival 83 Section 8.01. Release of Claims 19 9.2 Modification or Amendment 83 Section 8.02. Governing Law 19 Section 8.03. Jurisdiction; 9.3 Waiver of Jury Trial 19 Conditions 83 Section 8.04. Successors and Assigns 19 9.4 Counterparts 83 Section 8.05. 9.5 GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL 84 Section 9.6 Notices 85 Section 9.7 Entire Agreement 87 Section 9.8 No Third Party Beneficiaries 20 88 Section 8.06. Entire Agreement 20 9.9 Specific Performance 88 Section 8.07. Notices, etc 20 9.10 Transfer Taxes 89 Section 8.08. Amendments and Waivers9.11 Definitions 89 Section 9.12 Severability 90 Section 9.13 Interpretation; Delays and Omissions 20 Construction 90 Section 8.09. Expenses and Taxes 20 9.14 Assignment 91 Section 8.10. Severability 20 Section 8.11. Language 20 Section 8.12. Entire Agreement 21 Section 8.13. Counterparts 21 EXHIBITS 9.15 Financing Sources Arrangements 91 Exhibits Exhibit A Description Plan of Concession Rights Reorganization Exhibit B Description of Sellers' Shares and Allocation of Purchase Price IPO Conversion Plan Exhibit C Wire Instructions Form of Offer Exhibit D Plan Support Agreement Exhibit E Equity Commitment Parties Exhibit F Key Regulatory Terms Exhibit G Amended and Restated Split Participant Agreement Exhibit H Private Letter Ruling Exhibit I Form of Guarantee Exhibit E Form of Arbitration Resolution Documents Exhibit F Form of IB Mutual Warranties Exhibit G Form of Certificate of Sellers' Representations and Warranties Exhibit H Form of Certificate of Purchaser's Representations and Warranties Exhibit I-1 Form of Certificate of Secretary of Gulfstream Exhibit I-2 Form of Certificate of Secretary of Guarantor Exhibit J Form of Certificate of Secretary of Purchaser Exhibit K Form of Certificate of Satisfaction of Conditions Precedent to Purchaser's Obligations Exhibit L Form of Certificate of Satisfaction of Conditions Precedent to Sellers' Obligations Exhibit M Addresses Tax Matters Agreement Schedules Schedule 6.4 Requests for Notices Exhibit N Form of Assignment of Intercompany Debt Exhibit O Financial Statements Exhibit P Seller Share Transfer Forms SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of August 16, 2013 (the "Execution Date"), is entered into by and among GULFSTREAM CAPITAL PARTNERS LTD., a company duly incorporated and existing under the laws of the Republic of Seychelles, whose domicile is located at 1st Floor, #5 XXXX Xxxxx, Xx Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxx, Xxxxxxxx of Seychelles ("Gulfstream"); XXXXX XXXXXXX XXXXXXX, an individual whose domicile is located at Xx Xxxxxxx 000, Xxxxxxxxxxxx 000, Xxxxxxxxxx, Xxxx, Xxxx ("Xxxxxxx"), and XXXXXX XXXXXXX XXXXXXXX, an individual whose domicile is located at Xx. Xxxx Xxxxxx 000, Xxxxx 0, Xxx. 102. Monterrico Chico, Surco, Lima, Peru ("Samanez" and together with Gulfstream and Xxxxxxx, collectively, the "Sellers"); FIRST GLOBAL PROJECTS MANAGEMENT INC., a company duly incorporated and existing under the laws of British Virgin Islands, whose domicile is located at Xxxxxxx Xxxxxxxx, X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, XXX ("Xxxxxxxxx"); and, solely for the purposes of Sections 5.04 and 5.05 of this Agreement, VelaTel Global Communications, Inc., a US (Nevada) corporation ("Guarantor").Information Annexes Annex 1 Backstop Purchasers

REPRESENTATIONS AND WARRANTIES 12. Section 4.013.01. Representations and Warranties of Purchaser the Company and the Guarantor 12 Section 4.023.02. Representations and Warranties of Sellers 13 Each Investor 23 ARTICLE 4 ADDITIONAL AGREEMENTS 26 Section 4.01. Taking of Necessary Action 26 Section 4.02. Securities Laws 26 Section 4.03. Additional Antitrust Approval 26 Section 4.04. Conversion Price Matters 27 Section 4.05. Nasdaq Approval 27 Section 4.06. DTC Eligibility 27 Section 4.07. Authorized and Reserved Company Common Stock 27 Section 4.08. Agreement to Amend Existing Indenture 27 Section 4.09. Indemnifications. 28 Section 4.10. Certain Tax Matters 29 ARTICLE 5 REGISTRATION RIGHTS 30 Section 5.01. New Notes 30 Section 5.02. Registration Statement 30 Section 5.03. Registration Limitations and Obligations 31 Section 5.04. Registration Procedures 33 Section 5.05. Expenses 37 Section 5.06. Registration Indemnification 37 Section 5.07. Facilitation of Sales Pursuant to Rule 144 39 ARTICLE 6 MISCELLANEOUS 40 Section 6.01. Survival of Representations and Warranties of Xxxxxxxxxx 00 XXXXXXX X XXXXXXXXX 00 40 Section 5.016.02. Confidentiality 16 Notices 40 Section 5.026.03. Further Assurances 17 Entire Agreement; Third Party Beneficiaries; Amendment 41 Section 5.036.04. Operation of Business of Company Prior to Closing 17 Counterparts 41 Section 5.046.05. Non-Compete 17 Public Announcements 41 Section 5.056.06. Use of Company Name 17 [Reserved.] 42 Section 5.066.07. Director Successors and Officer Indemnification 18 ARTICLE VI PURPOSE OF THE ACQUISITION OF THE SHARES 18 Assigns 42 Section 6.01. Purpose of the Purchase of Shares 18 ARTICLE VII INDEMNIFICATION 18 Section 7.01. Survival 18 Section 7.02. Indemnification by the Seller and the Seller's Guarantors 18 Section 7.03. Indemnification by the Purchaser 18 ARTICLE VIII MISCELLANEOUS 19 Section 8.01. Release of Claims 19 Section 8.026.08. Governing Law 19 Section 8.03. Law; Jurisdiction; Waiver of Jury Trial 19 42 Section 8.04. Successors and Assigns 19 Section 8.05. No Third Party Beneficiaries 20 Section 8.06. Entire Agreement 20 Section 8.07. Notices, etc 20 Section 8.08. Amendments and Waivers; Delays and Omissions 20 Section 8.09. Expenses and Taxes 20 Section 8.106.09. Severability 20 43 Section 8.116.10. Language 20 Specific Performance 43 Section 8.126.11. Entire Agreement 21 Headings 44 Section 8.136.12. Counterparts 21 EXHIBITS Non-Recourse 44 Schedules and Exhibits Schedule 1: Investors Exhibit A Description of Concession Rights Exhibit B Description of Sellers' Shares and Allocation of Purchase Price Exhibit C Wire Instructions Exhibit D A: Form of Guarantee Joinder Exhibit E B: Settlement Instructions and Exchange Procedures Exhibit C: Form of Arbitration Resolution Documents Supplemental Indenture Exhibit F D: Form of IB Mutual Warranties Exhibit G Form of Certificate of Sellers' Representations and Warranties Exhibit H Form of Certificate of Purchaser's Representations and Warranties Exhibit I-1 Form of Certificate of Secretary of Gulfstream Exhibit I-2 Form of Certificate of Secretary of Guarantor Exhibit J Form of Certificate of Secretary of Purchaser Exhibit K Form of Certificate of Satisfaction of Conditions Precedent to Purchaser's Obligations Exhibit L Form of Certificate of Satisfaction of Conditions Precedent to Sellers' Obligations Exhibit M Addresses for Notices Exhibit N Form of Assignment of Intercompany Debt Exhibit O Financial Statements Exhibit P Seller Share Transfer Forms SHARE PURCHASE New Indenture EXCHANGE AND INVESTMENT AGREEMENT THIS SHARE PURCHASE This EXCHANGE AND INVESTMENT AGREEMENT (this "“Agreement"”), dated as of August 16March 29, 2013 (the "Execution Date"), is entered into 2023 by and among GULFSTREAM CAPITAL PARTNERS LTD.between Nikola Corporation, a company duly incorporated and existing under Delaware corporation (together with any successor or assign pursuant to Section 6.07, the laws of the Republic of Seychelles, whose domicile is located at 1st Floor, #5 XXXX Xxxxx, Xx Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxx, Xxxxxxxx of Seychelles ("Gulfstream"); XXXXX XXXXXXX XXXXXXX, an individual whose domicile is located at Xx Xxxxxxx 000, Xxxxxxxxxxxx 000, Xxxxxxxxxx, Xxxx, Xxxx ("Xxxxxxx"“Company”), and XXXXXX XXXXXXX XXXXXXXX, an individual whose domicile is located at Xx. Xxxx Xxxxxx 000, Xxxxx 0, Xxx. 102. Monterrico Chico, Surco, Lima, Peru the several Investors listed on Schedule 1 hereto ("Samanez" and together with Gulfstream their successors and Xxxxxxxpermitted assigns, each an “Investor” and, collectively, the "Sellers"“Investors”); FIRST GLOBAL PROJECTS MANAGEMENT INC. Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1., a company duly incorporated and existing under the laws of British Virgin Islands, whose domicile is located at Xxxxxxx Xxxxxxxx, X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, XXX ("Xxxxxxxxx"); and, solely for the purposes of Sections 5.04 and 5.05 of this Agreement, VelaTel Global Communications, Inc., a US (Nevada) corporation ("Guarantor").

REPRESENTATIONS AND WARRANTIES 12. Section 4.01. 3.1 Representations and Warranties of Purchaser the Owner 12 Section 4.02. 3.2 Representations and Warranties of Sellers the Contractor 13 Section 4.03. Additional Representations and Warranties 4.1 Scope of Xxxxxxxxxx 00 XXXXXXX X XXXXXXXXX 00 Services 15 Section 5.01. Confidentiality 4.2 Extra Services 16 Section 5.02. Further Assurances 4.3 Change in Services 17 Section 5.03. Operation 4.4 Reduction of Business Extension of Company Prior to Closing Services 17 Section 5.04. Non-Compete 17 4.5 Reduction in Scope of Services 18 Section 5.05. Use 4.6 Project Schedule and Timing of Company Name 17 Section 5.06. Director and Officer Indemnification Services 18 ARTICLE VI PURPOSE V CONTRACTOR’S PERFORMANCE OF THE ACQUISITION OF THE SHARES SERVICES 18 Section 6.01. Purpose 5.1 Obligations of the Purchase Contractor 18 Section 5.2 Information 21 Section 5.3 Hazardous Materials 22 Section 5.4 Owner Corrective Action 22 Section 5.5 Conditions for Subcontract of Shares 18 Services 22 Section 5.6 Compliance with Contract Standards 23 Section 5.7 Compliance with Applicable Law 23 ARTICLE VI OWNER’S OBLIGATIONS FOR THE PERFORMANCE OF CONTRACTOR’S SERVICES 24 Section 6.1 Designated Personnel 24 Section 6.2 Determination of Extra Services 24 Section 6.3 Publications and Data 24 TABLE OF CONTENTS (continued) Page Section 6.4 Owner’s Design and Construction Professionals 25 Section 6.5 Finder’s Fees 25 Section 6.6 Access, Inspection And Visitation 25 Section 6.7 Progress Payments 25 Section 6.8 Final Payment 25 ARTICLE VII INDEMNIFICATION 18 COMPENSATION 25 Section 7.01. Survival 18 7.1 Compensation 25 Section 7.02. Indemnification 7.2 Withholding of Payment 28 Section 7.4 Fee Adjustment 29 Section 7.5 Conversion to Federal Aid 29 Section 7.6 State of Connecticut Taxes 29 Section 7.7 Covenant Against Contingency Fees 29 ARTICLE VIII BREACH, DEFAULT, TERMINATION FOR CAUSE AND FORUM FOR DISPUTE RESOLUTION 30 Section 8.1 Remedies for Breach 30 Section 8.2 Events of Default by the Seller and the Seller's Guarantors 18 Contractor 30 Section 7.03. Indemnification 8.3 Events of Default by the Purchaser 18 ARTICLE VIII MISCELLANEOUS 19 Owner 31 Section 8.01. Release 8.4 Procedure for Termination for Cause 31 Section 8.5 Certain Obligations of Claims 19 the Contractor Upon Termination 32 Section 8.02. Governing Law 19 8.6 No Waivers 33 Section 8.03. Jurisdiction; 8.7 Applicable Law, Forum for Dispute Resolution and Waiver of Jury Trial 19 33 Section 8.04. Successors 8.8 Limitation on Liability 33 ARTICLE IX TERM AND SURVIVAL OF CERTAIN PROVISIONS 33 Section 9.1 Term of Agreement 33 Section 9.2 Survival 34 ARTICLE X GENERAL 34 Section 10.1 Ownership and Assigns 19 Sources of Payment of Compensation 34 Section 8.05. No 10.2 Prevailing Wages 34 Section 10.3 Uncontrollable Circumstances Generally 34 Section 10.4 Indemnification 35 TABLE OF CONTENTS (continued) Page Section 10.5 Setoff 36 Section 10.6 Contractor Insurance 36 Section 10.7 Intellectual Property Rights 36 Section 10.8 Relationship of the Parties 37 Section 10.9 Third Parties 37 Section 10.10 Repair of Owner and Private Property 37 Section 10.11 Owner Approval of Subcontractors 38 Section 10.12 Non-Discrimination 38 Section 10.13 Whistleblower Protection 39 Section 10.14 Campaign Contribution And Solicitation Prohibitions 39 Section 10.15 Affidavit of Third Party Beneficiaries 20 Fees 39 Section 8.06. Entire 10.16 Affidavit Concerning Nondiscrimination 39 Section 10.17 Affidavit Concerning Consulting Fees 40 Section 10.18 Contractor’s Certification Concerning Gifts 40 Section 10.19 Executive Director’s Certification Concerning Gifts 40 Section 10.20 Assignment and Transfer 40 Section 10.21 Binding Effect 40 Section 10.22 Amendments; Waiver 40 Section 10.23 Notices 40 Section 10.24 Further Assurances 41 Section 10.25 Arbitration 41 Section 10.26 Non-Binding Mediation; Jurisdiction and Venue; Waiver of Trial by Jury 42 Section 10.27 Confidentiality 42 Section 10.28 Recourse under This Agreement 20 Section 8.07. Notices, etc 20 Section 8.08. Amendments and Waivers; Delays and Omissions 20 Section 8.09. Expenses and Taxes 20 Section 8.10. Severability 20 Section 8.11. Language 20 Section 8.12. Entire Agreement 21 Section 8.13. Counterparts 21 42 ATTACHMENTS SCHEDULE A -- Scope of Services to be performed SCHEDULE B -- Payment for Extra Services SCHEDULE C -- Subcontractors SCHEDULE D -- Contractor Insurance TABLE OF CONTENTS (continued) Page EXHIBITS Exhibit EXHIBIT A Description of Concession Rights Exhibit -- Contractor’s Designated Personnel EXHIBIT B Description of Sellers' Shares and Allocation of Purchase Price Exhibit -- Preliminary Development Schedule EXHIBIT C Wire Instructions Exhibit -- SEEC Form 10 EXHIBIT D Form of Guarantee Exhibit -- Affidavit Concerning Third Party Fees EXHIBIT E Form of Arbitration Resolution Documents Exhibit -- Affidavit Concerning Non-discrimination EXHIBIT F Form of IB Mutual Warranties Exhibit -- Affidavit Concerning Consulting Fees EXHIBIT G Form of Certificate of Sellers' Representations and Warranties Exhibit -- Contractor’s Certification Concerning Gifts EXHIBIT H Form of Certificate of Purchaser's Representations and Warranties Exhibit I-1 Form of Certificate of Secretary of Gulfstream Exhibit I-2 Form of Certificate of Secretary of Guarantor Exhibit J Form of Certificate of Secretary of Purchaser Exhibit K Form of Certificate of Satisfaction of Conditions Precedent to Purchaser's Obligations Exhibit L Form of Certificate of Satisfaction of Conditions Precedent to Sellers' Obligations Exhibit M Addresses for Notices Exhibit N Form of Assignment of Intercompany Debt Exhibit O Financial Statements Exhibit P Seller Share Transfer Forms SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of August 16, 2013 (the "Execution Date"), is entered into by and among GULFSTREAM CAPITAL PARTNERS LTD., a company duly incorporated and existing under the laws of the Republic of Seychelles, whose domicile is located at 1st Floor, #5 XXXX Xxxxx, Xx Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxx, Xxxxxxxx of Seychelles ("Gulfstream"); XXXXX XXXXXXX XXXXXXX, an individual whose domicile is located at Xx Xxxxxxx 000, Xxxxxxxxxxxx 000, Xxxxxxxxxx, Xxxx, Xxxx ("Xxxxxxx"), and XXXXXX XXXXXXX XXXXXXXX, an individual whose domicile is located at Xx. Xxxx Xxxxxx 000, Xxxxx 0, Xxx. 102. Monterrico Chico, Surco, Lima, Peru ("Samanez" and together with Gulfstream and Xxxxxxx, collectively, the "Sellers"); FIRST GLOBAL PROJECTS MANAGEMENT INC., a company duly incorporated and existing under the laws of British Virgin Islands, whose domicile is located at Xxxxxxx Xxxxxxxx, X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, XXX ("Xxxxxxxxx"); and, solely for the purposes of Sections 5.04 and 5.05 of this Agreement, VelaTel Global Communications, Inc., a US (Nevada) corporation ("Guarantor").-- Executive Director’s Certification Concerning Gifts PROFESSIONAL SERVICES AGREEMENT

REPRESENTATIONS AND WARRANTIES 12. Section 4.01. 5.1 Representations and Warranties of Purchaser the Company and EFIH 12 Section 4.02. 5.2 Representations and Warranties of Sellers 13 Section 4.03. Additional Representations and Warranties of Xxxxxxxxxx 00 XXXXXXX X XXXXXXXXX 00 Section 5.01. Confidentiality 16 Section 5.02. Further Assurances 17 Section 5.03. Operation of Business of Company Prior to Closing 17 Section 5.04. Non-Compete 17 Section 5.05. Use of Company Name 17 Section 5.06. Director and Officer Indemnification 18 the Purchasers 35 ARTICLE VI PURPOSE OF THE ACQUISITION OF THE SHARES 18 Covenants 40 Section 6.01. Purpose 6.1 Interim Operations 40 Section 6.2 Alternative Proposals 44 Section 6.3 Filings; Other Actions; Notification 46 Section 6.4 Access and Reports 51 Section 6.5 Publicity 52 Section 6.6 Employee Benefits 52 Section 6.7 WARN Act 54 Section 6.8 Expenses 54 Section 6.9 Indemnification; Directors’ and Officers’ Insurance 54 Section 6.10 Resignation of Directors and Officers 57 Section 6.11 Takeover Statutes 57 Section 6.12 Notice of Current Events 57 Section 6.13 Bankruptcy Court Matters 57 Section 6.14 Parent and OV2 Waiver 58 Section 6.15 Tax-Free Reorganization Treatment 59 Section 6.16 Issuance of Equity and Repayment of Indebtedness 59 Section 6.17 Debt Financing 59 Section 6.18 Tax Matters 65 Section 6.19 IPO Conversion Plan; Oncor Restructuring 66 Section 6.20 Drag-Along Rights 67 Section 6.21 Transition Services Agreement 67 Section 6.22 Enforcement of Certain Investor Rights 68 Section 6.23 Oncor Actions 71 Section 6.24 Purchaser Liabilities 71 Section 6.25 Transaction Expenses 71 Section 6.26 Rejection of Certain Contracts 73 ARTICLE VII Conditions 73 Section 7.1 Conditions to All Parties’ Obligations 73 Section 7.2 Conditions to Obligations of the Purchase Purchasers 75 Section 7.3 Conditions to Obligations of Shares 18 the Company and EFIH 77 ARTICLE VII INDEMNIFICATION 18 VIII Termination 79 Section 7.01. Survival 18 8.1 Termination by Mutual Consent 79 Section 7.02. Indemnification 8.2 Termination by Either Parent or the Company/EFIH 79 Section 8.3 Termination by the Seller Company and/or EFIH 79 Section 8.4 Termination by Parent 81 Section 8.5 Effect of Termination and the Seller's Guarantors 18 Abandonment 82 ARTICLE IX Miscellaneous and General 83 Section 7.03. Indemnification by the Purchaser 18 ARTICLE VIII MISCELLANEOUS 19 9.1 Survival 83 Section 8.01. Release of Claims 19 9.2 Modification or Amendment 83 Section 8.02. Governing Law 19 Section 8.03. Jurisdiction; 9.3 Waiver of Jury Trial 19 Conditions 83 Section 8.04. Successors and Assigns 19 9.4 Counterparts 83 Section 8.05. 9.5 GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL 84 Section 9.6 Notices 85 Section 9.7 Entire Agreement 87 Section 9.8 No Third Party Beneficiaries 20 88 Section 8.06. Entire Agreement 20 9.9 Specific Performance 88 Section 8.07. Notices, etc 20 9.10 Transfer Taxes 89 Section 8.08. Amendments and Waivers9.11 Definitions 89 Section 9.12 Severability 90 Section 9.13 Interpretation; Delays and Omissions 20 Construction 90 Section 8.09. Expenses and Taxes 20 9.14 Assignment 91 Section 8.10. Severability 20 Section 8.11. Language 20 Section 8.12. Entire Agreement 21 Section 8.13. Counterparts 21 EXHIBITS 9.15 Financing Sources Arrangements 91 Exhibits Exhibit A Description Plan of Concession Rights Reorganization Exhibit B Description of Sellers' Shares and Allocation of Purchase Price IPO Conversion Plan Exhibit C Wire Instructions Form of Offer Exhibit D Plan Support Agreement Exhibit E Equity Commitment Parties Exhibit F Key Regulatory Terms Exhibit G Amended and Restated Split Participant Agreement Exhibit H Private Letter Ruling Exhibit I Form of Guarantee Exhibit E Form of Arbitration Resolution Documents Exhibit F Form of IB Mutual Warranties Exhibit G Form of Certificate of Sellers' Representations and Warranties Exhibit H Form of Certificate of Purchaser's Representations and Warranties Exhibit I-1 Form of Certificate of Secretary of Gulfstream Exhibit I-2 Form of Certificate of Secretary of Guarantor Exhibit J Form of Certificate of Secretary of Purchaser Exhibit K Form of Certificate of Satisfaction of Conditions Precedent to Purchaser's Obligations Exhibit L Form of Certificate of Satisfaction of Conditions Precedent to Sellers' Obligations Exhibit M Addresses Tax Matters Agreement Schedules Schedule 6.4 Requests for Notices Exhibit N Form of Assignment of Intercompany Debt Exhibit O Financial Statements Exhibit P Seller Share Transfer Forms SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of August 16, 2013 (the "Execution Date"), is entered into by and among GULFSTREAM CAPITAL PARTNERS LTD., a company duly incorporated and existing under the laws of the Republic of Seychelles, whose domicile is located at 1st Floor, #5 XXXX Xxxxx, Xx Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxx, Xxxxxxxx of Seychelles ("Gulfstream"); XXXXX XXXXXXX XXXXXXX, an individual whose domicile is located at Xx Xxxxxxx 000, Xxxxxxxxxxxx 000, Xxxxxxxxxx, Xxxx, Xxxx ("Xxxxxxx"), and XXXXXX XXXXXXX XXXXXXXX, an individual whose domicile is located at Xx. Xxxx Xxxxxx 000, Xxxxx 0, Xxx. 102. Monterrico Chico, Surco, Lima, Peru ("Samanez" and together with Gulfstream and Xxxxxxx, collectively, the "Sellers"); FIRST GLOBAL PROJECTS MANAGEMENT INC., a company duly incorporated and existing under the laws of British Virgin Islands, whose domicile is located at Xxxxxxx Xxxxxxxx, X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, XXX ("Xxxxxxxxx"); and, solely for the purposes of Sections 5.04 and 5.05 of this Agreement, VelaTel Global Communications, Inc., a US (Nevada) corporation ("Guarantor").Information Annexes Annex 1 Backstop Purchasers

REPRESENTATIONS AND WARRANTIES 12. Section 4.013.01. Representations and Warranties of Purchaser the Company 12 Section 4.023.02. Representations and Warranties of Sellers 13 the Purchaser 19 ARTICLE IV ADDITIONAL AGREEMENTS 22 Section 4.01. Taking of Necessary Action 22 Section 4.02. Restricted Period; Non-Conversion 22 Section 4.03. Additional Standstill 24 Section 4.04. Securities Laws 28 Section 4.05. Lost, Stolen, Destroyed or Mutilated Securities 28 Section 4.06. Antitrust Approval 28 Section 4.07. Board Nomination 29 Section 4.08. VCOC Letter 32 Section 4.09. Financing Cooperation 32 Section 4.10. Certain Tax Matters 33 Section 4.11. Section 16 Matters 33 Section 4.12. D&O Indemnification / Insurance Priority Matters 34 Section 4.13. Conversion Price Matters 34 Section 4.14. Transfers of SLP Global Securities 35 Section 4.15. Par Value 35 Section 4.16. Participation Rights 35 Section 4.17. Transfer Restrictions 37 Section 4.18. Voting 37 Section 4.19. U.S. Person 37 Section 4.20. Right to Reimbursement for Certain Expenses 37 ARTICLE V REGISTRATION RIGHTS 38 Section 5.01. Registration Statement 38 Section 5.02. Registration Limitations and Obligations 39 Section 5.03. Registration Procedures 41 Section 5.04. Expenses 45 Section 5.05. Registration Indemnification 45 Section 5.06. Facilitation of Sales Pursuant to Rule 144 48 ARTICLE VI MISCELLANEOUS 48 Section 6.01. Survival of Representations and Warranties of Xxxxxxxxxx 00 XXXXXXX X XXXXXXXXX 00 48 Section 5.016.02. Confidentiality 16 Notices 48 Section 5.026.03. Further Assurances 17 Entire Agreement; Third Party Beneficiaries; Amendment 50 Section 5.036.04. Operation of Business of Company Prior to Closing 17 Counterparts 50 Section 5.046.05. Non-Compete 17 Public Announcements 50 Section 5.056.06. Use of Company Name 17 Expenses 50 Section 5.066.07. Director Successors and Officer Indemnification 18 ARTICLE VI PURPOSE OF THE ACQUISITION OF THE SHARES 18 Assigns 50 Section 6.01. Purpose of the Purchase of Shares 18 ARTICLE VII INDEMNIFICATION 18 Section 7.01. Survival 18 Section 7.02. Indemnification by the Seller and the Seller's Guarantors 18 Section 7.03. Indemnification by the Purchaser 18 ARTICLE VIII MISCELLANEOUS 19 Section 8.01. Release of Claims 19 Section 8.026.08. Governing Law 19 Section 8.03. Law; Jurisdiction; Waiver of Jury Trial 19 51 Section 8.04. Successors and Assigns 19 Section 8.05. No Third Party Beneficiaries 20 Section 8.06. Entire Agreement 20 Section 8.07. Notices, etc 20 Section 8.08. Amendments and Waivers; Delays and Omissions 20 Section 8.09. Expenses and Taxes 20 Section 8.106.09. Severability 20 52 Section 8.116.10. Language 20 Specific Performance 52 Section 8.126.11. Entire Agreement 21 Headings 52 Section 8.136.12. Counterparts 21 EXHIBITS Non-Recourse 53 Section 6.13. Termination 53 Exhibit A Description of Concession Rights Exhibit B Description of Sellers' Shares and Allocation of Purchase Price Exhibit C Wire Instructions Exhibit D A: Form of Guarantee Indenture Exhibit E B: Form of Arbitration Resolution Documents Joinder Exhibit F C: Form of IB Mutual Warranties Exhibit G Form Issuer Agreement Annex A: Plan of Certificate of Sellers' Representations and Warranties Exhibit H Form of Certificate of Purchaser's Representations and Warranties Exhibit I-1 Form of Certificate of Secretary of Gulfstream Exhibit I-2 Form of Certificate of Secretary of Guarantor Exhibit J Form of Certificate of Secretary of Purchaser Exhibit K Form of Certificate of Satisfaction of Conditions Precedent to Purchaser's Obligations Exhibit L Form of Certificate of Satisfaction of Conditions Precedent to Sellers' Obligations Exhibit M Addresses for Notices Exhibit N Form of Assignment of Intercompany Debt Exhibit O Financial Statements Exhibit P Seller Share Transfer Forms SHARE PURCHASE Distribution INVESTMENT AGREEMENT THIS SHARE PURCHASE This INVESTMENT AGREEMENT (this "“Agreement"”), dated as of August 16February 3, 2013 (the "Execution Date")2016, is entered into by and among GULFSTREAM CAPITAL PARTNERS LTD.Symantec Corporation, a company duly incorporated and existing under Delaware corporation (together with any successor or assign pursuant to Section 6.07, the laws of the Republic of Seychelles, whose domicile is located at 1st Floor, #5 XXXX Xxxxx, Xx Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxx, Xxxxxxxx of Seychelles ("Gulfstream"); XXXXX XXXXXXX XXXXXXX, an individual whose domicile is located at Xx Xxxxxxx 000, Xxxxxxxxxxxx 000, Xxxxxxxxxx, Xxxx, Xxxx ("Xxxxxxx"“Company”), and XXXXXX XXXXXXX XXXXXXXXSilver Lake Partners IV Cayman (AIV II), an individual whose domicile is located at Xx. Xxxx Xxxxxx 000L.P., Xxxxx 0, Xxx. 102. Monterrico Chico, Surco, Lima, Peru a Cayman Islands exempted limited partnership ("Samanez" and together with Gulfstream its successors and Xxxxxxx, collectivelyany Affiliate that becomes a Purchaser party hereto in accordance with Section 4.02 and Section 6.07, the "Sellers"“Purchaser”); FIRST GLOBAL PROJECTS MANAGEMENT INC., a company duly incorporated and existing under . Capitalized terms not otherwise defined where used shall have the laws of British Virgin Islands, whose domicile is located at Xxxxxxx Xxxxxxxx, X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, XXX ("Xxxxxxxxx"); and, solely for the purposes of Sections 5.04 and 5.05 of this Agreement, VelaTel Global Communications, Inc., a US (Nevada) corporation ("Guarantor").meanings ascribed thereto in Article I.