Common use of Shareholders Agreement Clause in Contracts

Shareholders Agreement. On the date of the first Closing under the Stock Purchase Agreement, IMPSAT, El Sitio and the existing shareholders of El Sitio who are parties to the Stockholders Agreement and Registration Rights Agreement each dated June 21, 1999 entered into connection with the issuance of El Sitio's Class A Convertible Preferred Stock to the Private Placement Investors (the "Shareholders Agreement" and the "Registration Rights Agreement," respectively) shall enter into a new or amended Shareholders Agreement (the "Shareholders Agreement") and registration rights agreement relating to the management of El Sitio and the transfer and ownership of the shares of El Sitio. The Shareholders Agreement and the registration rights agreement shall each be substantially similar to the Stockholders Agreement and Registration Rights Agreement. The Shareholders Agreement shall provide (A) that the number of directors to be designated by the holders of the Class A Convertible Preferred Stock shall be increased to five, one of whom shall be designated by IMPSAT and another of whom shall be (i) independent to any other holder of common of Class A Convertible Preferred Stock and (ii) designated by the unanimous vote of all of the other directors of El Sitio and (B) that the actions specified in Section 2.3 of the Stockholders Agreement shall require the affirmative vote of at least three of the five directors allocated to or designated by the holders of the Class A Convertible Preferred Stock. The new or amended registration rights agreement shall provide IMPSAT with certain registration rights and tag-along rights with respect to transfers of capital stock by the shareholders of El Sitio. In the event that all of the Closings for the IMPSAT Argentina, IMPSAT Brazil or IMPSAT Colombia Transaction Agreements shall not have occurred as of a date to be set forth in the Stock Purchase Agreement, the Shareholders Agreement will provide for an appropriate adjustment, if any, to IMPSAT's right to designate a member of thc Board of Directors and to vote in favor of the independent member of the Board of Directors in a manner, and at a shareholding level, substantially identical to Section 2.2(a) of the Stockholders Agreement with respect to the Private Placement Investors. The Shareholders Agreement and Registration Rights Agreement shall each contain terms and conditions customary and applicable for such agreements and shall be otherwise satisfactory to IMPSAT.

Shareholders Agreement. On In the date of event Optionee exercises the first Closing under Option. or any portion thereof, the Stock Purchase Agreement, IMPSAT, El Sitio and the existing shareholders of El Sitio who are parties Shares acquired by Optionee pursuant to such exercise shall be subject to the Stockholders terms and provisions of that certain Shareholders' Agreement dated as of May 17, 1996 among the Company and Registration Rights all of its shareholders, as such Agreement each dated June 21, 1999 entered into connection with the issuance of El Sitio's Class A Convertible Preferred Stock may be amended from time to the Private Placement Investors time hereafter (the "Shareholders Agreement" and the "Registration Rights Agreement," respectively) shall enter into a new or amended Shareholders Agreement (the "Shareholders Shareholders' Agreement") and registration rights agreement relating to the management of El Sitio and the transfer and ownership ). Optionee acknowledges that he has been furnished with a copy of the shares of El Sitio. The Shareholders Agreement and the registration rights agreement shall each be substantially similar to the Stockholders Optionee understands that such Agreement and Registration Rights Agreement. The Shareholders Agreement shall provide (A) that the number of directors to be designated by the holders of the Class A Convertible Preferred Stock shall be increased to fivewill, one of whom shall be designated by IMPSAT and another of whom shall be under certain circumstances as set forth therein, (i) independent to any other holder impose restrictions on the transferability of common Shares acquired on exercise of Class A Convertible Preferred Stock the Option granted hereby, and (ii) designated by require the unanimous vote of all undersigned Optionee to sell the Shares either to the Company or to other shareholders of the other directors of El Sitio Company, or to third parties, on the terms and (B) that the actions specified in Section 2.3 of the Stockholders Agreement shall require the affirmative vote of at least three of the five directors allocated to or designated by the holders of the Class A Convertible Preferred Stock. The new or amended registration rights agreement shall provide IMPSAT with certain registration rights and tag-along rights with respect to transfers of capital stock by the shareholders of El Sitio. In the event that all of the Closings for the IMPSAT Argentina, IMPSAT Brazil or IMPSAT Colombia Transaction Agreements shall not have occurred as of a date to be conditions set forth in the Stock Purchase Shareholders Agreement, including any Shares the Optionee or his Successor may acquire hereunder following a termination of Optionee's Continuous Employment. Optionee further agrees that (x) he shall comply with all of the terms and conditions of the Shareholders' Agreement to the extent that such terms and conditions apply to him, as a holder of the Options, or to the Options, themselves, (y) it shall be a condition precedent to Optionee's right to have issued any Shares on exercise of this Option that, upon request of the Company at any time while any of the Options are outstanding and, in any event, upon any exercise thereof, Optionee shall execute and deliver a counterpart of the Shareholders' Agreement and any amendment to the Shareholders' Agreement which the Company or the other shareholders of the Company deem necessary or advisable to make the Options or such Shares and Optionee subject to the Shareholders' Agreement on substantially the same terms as shares owned by other employees of the Company and (z) if there is any conflict between any provision of the Shareholders' Agreement and this Agreement, the provision of the Shareholders Agreement will provide for an appropriate adjustment, if any, to IMPSAT's right to designate a member shall govern over the conflicting provision of thc Board of Directors and to vote in favor of the independent member of the Board of Directors in a manner, and at a shareholding level, substantially identical to Section 2.2(a) of the Stockholders Agreement with respect to the Private Placement Investors. The Shareholders Agreement and Registration Rights Agreement shall each contain terms and conditions customary and applicable for such agreements and shall be otherwise satisfactory to IMPSATthis Option Agreement.

Shareholders Agreement. On the date Consummation Date, each IPP listed on Schedule 3.7 hereto (unless, as a result of any reallocation of Company Shares prior to the Consummation Date or as a result of any designation of third parties pursuant to Sections 3.3. and 5.6 to receive Company Shares on the Consummation Date, such IPP, together with its Affiliate IPPs, members of its Sponsor Group and its Excluded Affiliates (as said latter two capitalized terms are defined in the Shareholder's Agreement), shall acquire on the Consummation Date Company Shares representing less than two percent (2%) of the first Closing under outstanding Common Stock of the Stock Purchase Company) shall cause the corresponding entity or entities listed on Schedule 3.7 to enter into a shareholder's agreement with the Company in the form annexed as Exhibit 3.7 hereto (each, a "Shareholder's Agreement"). If any IPP not listed on Schedule 3.7, IMPSAT, El Sitio and the existing shareholders as a result of El Sitio who are parties any reallocation of Company Shares prior to the Stockholders Agreement Consummation Date, shall receive, together with its Affiliates, Company Shares representing two percent (2%) or more of the outstanding Common Stock of the Company, then such IPP shall notify the Company and Registration Rights Agreement each dated June 21, 1999 entered into connection shall identify such sponsor entities as may be appropriate (consistent with the issuance sponsor entities listed on Schedule 3.7) to enter into, and such IPP and sponsor entities shall enter into, a Shareholder's Agreement with the Company on the Consummation Date. If any designee of El Sitio's Class A Convertible Preferred Stock one or more IPPs with respect to the Private Placement Investors Company Shares in accordance with Sections 3.3 and 5.6 shall receive Company Shares representing more than four and nine-tenths percent (4.9%) of the "Shareholders Agreement" and outstanding Common Stock of the "Registration Rights Agreement," respectively) Company, then such designee shall enter into a new or amended Shareholders Shareholder's Agreement (with the "Shareholders Agreement") and registration rights agreement relating to Company on the management of El Sitio and Consummation Date, unless the transfer and ownership of the shares of El SitioCompany shall otherwise agree. The Shareholders Agreement and the registration rights agreement IPP shall each be substantially similar to the Stockholders Agreement and Registration Rights Agreement. The Shareholders Agreement shall provide (A) that the number of directors to be designated by the holders of the Class A Convertible Preferred Stock shall be increased to five, one of whom shall be designated by IMPSAT and another of whom shall be (i) independent to cause any other holder of common of Class A Convertible Preferred Stock and (ii) designated by the unanimous vote of all of the other directors of El Sitio and (B) that the actions specified in Section 2.3 of the Stockholders Agreement shall require the affirmative vote of at least three of the five directors allocated to or designated by the holders of the Class A Convertible Preferred Stock. The new or amended registration rights agreement shall provide IMPSAT with certain registration rights and tag-along rights such designee with respect to transfers of capital stock by the shareholders of El Sitio. In the event that all Company Shares in accordance with Sections 3.3 and 5.6 (if not an Affiliate of the Closings for IPP) to provide a representation letter to the IMPSAT ArgentinaCompany (which shall survive the Consummation Date) representing that, IMPSAT Brazil or IMPSAT Colombia Transaction Agreements together with its Affiliates, such designee shall not have occurred as not, immediately following the Consummation, be the beneficial owner (within the meaning of a date to be set forth in Rule 13d-3 under the Stock Purchase Agreement, the Shareholders Agreement will provide for an appropriate adjustment, if any, to IMPSAT's right to designate a member Exchange Act) of thc Board of Directors more than nine and to vote in favor of the independent member of the Board of Directors in a manner, and at a shareholding level, substantially identical to Section 2.2(anine-tenths percent (9.9%) of the Stockholders outstanding Common Stock of the Company. If any Excluded Affiliate (as defined in the Shareholder's Agreement) receives Company Shares pursuant to this Agreement with respect on the Consummation Date then, for purposes of the Shareholder's Agreement, such Company Shares shall be treated as if they were transferred to the Private Placement Investors. The Shareholders Agreement and Registration Rights Agreement shall each contain terms and conditions customary and applicable for such agreements and shall be otherwise satisfactory to IMPSATExcluded Affiliate following the Consummation Date.

Shareholders Agreement. On all of which directors shall hold office, subject to their earlier removal in accordance with clause (a)(iii) below and applicable law, until their respective successors shall have been elected and shall have qualified; (iii) the date removal from the Board of Directors of (x) any director upon the written request of the first Closing under Shareholders that designated such director and (y) in the Stock Purchase Agreementevent that the Seacon Investors shall cease to have the right to designate the Seacon Director pursuant to clause (ii)(B) above, IMPSAT, El Sitio and the existing shareholders of El Sitio who are parties to the Stockholders Agreement and Registration Rights Agreement each dated June 21, 1999 entered into connection with the issuance of El Sitio's Class A Convertible Preferred Stock to the Private Placement Investors (the "Shareholders Agreement" and the "Registration Rights Agreement," respectively) shall enter into a new or amended Shareholders Agreement (the "Shareholders Agreement") and registration rights agreement relating to the management of El Sitio and the transfer and ownership Seacon Director by duly adopted action of the shares Shareholders; and (iv) upon any vacancy in the Board of El Sitio. The Shareholders Agreement and the registration rights agreement shall each be substantially similar to the Stockholders Agreement and Registration Rights Agreement. The Shareholders Agreement shall provide Directors as a result of any individual (Ax) that the number of directors then entitled to be designated by the holders of the Class A Convertible Preferred Stock shall be increased any Shareholder(s) pursuant to five, one of whom shall be designated by IMPSAT and another of whom shall be (i) independent to any other holder of common of Class A Convertible Preferred Stock and clause (ii) designated by the unanimous vote of all of the other directors of El Sitio and (B) that the actions specified in Section 2.3 of the Stockholders Agreement shall require the affirmative vote of at least three of the five directors allocated to or designated by the holders of the Class A Convertible Preferred Stock. The new or amended registration rights agreement shall provide IMPSAT with certain registration rights and tag-along rights with respect to transfers of capital stock by the shareholders of El Sitio. In the event that all of the Closings for the IMPSAT Argentina, IMPSAT Brazil or IMPSAT Colombia Transaction Agreements shall not have occurred as of a date above ceasing to be set forth in the Stock Purchase Agreement, the Shareholders Agreement will provide for an appropriate adjustment, if any, to IMPSAT's right to designate a member of thc Board of Directors and to vote in favor of the independent member of the Board of Directors, whether by resignation or otherwise, the election to the Board of Directors of an individual designated by such Shareholder(s), or (y) not then entitled to be designated by any Shareholder(s) pursuant to clause (ii) above ceasing to be a member of the Board of Directors, whether by resignation or otherwise, the election to the Board of Directors of an individual appointed by a majority of the remaining directors. (b) The Board of Directors may, by duly adopted action of the Board of Directors, designate one or more committees of one or more of the directors, including alternates who may replace any absent or disqualified member at any meeting of the committee. In addition, each of the Resolute Investors and the Seacon Investors agrees to take all necessary and desirable actions within its control to cause its designees to the Board of Directors to vote or otherwise give such director's consent to the creation and maintenance of: (i) a Compensation Committee of the Board of Directors (the "Compensation Committee"), which shall consist of such directors as the Board of Directors may determine on the recommendation of the Corporate Governance and Nominating Committee; (ii) an Audit Committee of the Board (the "Audit Committee"), which shall consist of such directors as the Board of Directors may determine on the recommendation of the Corporate Governance and Nominating Committee, with at least one (1) member of the Audit Committee satisfying the independence requirements of the New York Stock Exchange and Rule 10A-3(b) (1) under the Securities Exchange Act; and (iii) a Corporate Governance and Nominating Committee (the "Corporate Governance and Nominating Committee"), which shall consist of such directors as the Board of Directors may determine. (c) The Company shall take all Necessary Action to cause the persons constituting the Board of Directors to be appointed as the sole members of the board of directors of TAL International Container Corporation, Trans Ocean Ltd. and Trans Ocean Container Corporation. (d) Notwithstanding the provisions of this Section 2.1, no Shareholder(s) shall be entitled to designate any person to the Board of Directors (or any committee thereof) in the event that the Company receives a mannerwritten opinion of its outside counsel that such designee would not 8 Shareholders Agreement be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to such designee because such designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the designating Shareholder(s) shall withdraw the designation of such proposed designee and designate a replacement therefor (which replacement designee shall also be subject to the requirements of this subsection (d)). The Company shall use its reasonable best efforts to notify the applicable Shareholder(s) of any objection to a designee sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable such Shareholder(s) to propose a replacement designee in accordance with the terms of this Agreement. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors and all of the committees of the Board of Directors will operate in such a way to permit the Company to comply with applicable law and maintain its listing on The New York Stock Exchange. (f) The Company shall pay to each non-employee director on the Board of Directors a annual directors fee to be determined by the Compensation Committee. Additionally, the Company or its Subsidiaries as the case may be, shall reimburse the directors for all reasonable and documented out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors, the board of directors of the Company's Subsidiaries and any committees thereof, including without limitation travel, lodging and meal expenses; provided, however, that any use of private aviation by members of the Board of Directors shall be reimbursed at a shareholding level, substantially identical rate which is equal to Section 2.2(a) of the Stockholders Agreement with respect to the Private Placement Investors. The Shareholders Agreement and Registration Rights Agreement shall each contain terms and conditions customary and applicable a first class ticket for such agreements and shall be otherwise satisfactory to IMPSATflight, as determined in good faith by the Company.

Shareholders Agreement. On (a) The Employer and the Employee shall enter into the Shareholders' Agreement in the form attached hereto as Exhibit A; provided that the following provisions shall control over any inconsistent provisions of the Shareholders' Agreement: (i) on one occasion at any time prior to the six- month anniversary of the date the Employee's employment with the Employer terminates, the Employee may request the Employer to register a portion or all of the Employer voting common stock then- owned by the Employee and, upon receipt of such request, (A) the Employer shall register the number of shares of Employer voting common stock requested by the Employee as soon as practicable after the date of such request (but in no event later than 90 days thereafter), or (B) at the first Closing under the Stock Purchase Agreement, IMPSAT, El Sitio and the existing shareholders of El Sitio who are parties to the Stockholders Agreement and Registration Rights Agreement each dated June 21, 1999 entered into connection with the issuance of El SitioEmployer's Class A Convertible Preferred Stock to the Private Placement Investors (the "Shareholders Agreement" and the "Registration Rights Agreement," respectively) shall enter into a new or amended Shareholders Agreement (the "Shareholders Agreement") and registration rights agreement relating to the management of El Sitio and the transfer and ownership option in lieu of the shares of El Sitio. The Shareholders Agreement and obligation to so register, the registration rights agreement Employer shall each be substantially similar to the Stockholders Agreement and Registration Rights Agreement. The Shareholders Agreement shall provide (A) that purchase the number of directors shares requested to be designated so registered from the Employee as soon as practicable after the date of such request (but in no event later than 90 days thereafter), at a purchase price equal to the product of the appraised fair market value per share of Employer voting common stock and the number of shares of Employer common stock requested to be registered by the holders Employee; (if such shares or any portion thereof are registered, the Employer shall pay all costs of registration, although the Class A Convertible Preferred Stock Employee shall be increased subject to five, one of whom shall be designated by IMPSAT and another of whom shall be (i) independent to any other holder of common of Class A Convertible Preferred Stock the underwriters' discount); and (ii) designated all the voting common stock of the Employer held by the unanimous vote of all of Employee or which he is entitled to purchase from time to time shall be subject to the other directors of El Sitio and antidilution provisions set out in Exhibit "B", attached hereto. (Bb) that the actions specified in Section 2.3 of the Stockholders Agreement shall require the affirmative vote of at least three of the five directors allocated to or designated by the holders of the Class A Convertible Preferred Stock. The new or amended registration rights agreement shall provide IMPSAT with certain registration rights and tag-along rights appraisal with respect to transfers Section 11(a)(i) above shall be performed by a single investment banking firm selected by both parties, acting reasonably, and such appraisal shall not take into account any discount for the fact that such stock is illiquid and represents a minority holding in the Employer. The cost of capital stock such appraisal shall be borne by the shareholders Employer. (c) Except as provided in Section 11(a)(i), the terms of El Sitio. In this Section 11 shall survive until the event that all later of the Closings for the IMPSAT Argentinatermination of this Agreement or February 27, IMPSAT Brazil or IMPSAT Colombia Transaction Agreements shall not have occurred as of a date to be set forth in the Stock Purchase Agreement, the Shareholders Agreement will provide for an appropriate adjustment, if any, to IMPSAT's right to designate a member of thc Board of Directors and to vote in favor of the independent member of the Board of Directors in a manner, and at a shareholding level, substantially identical to Section 2.2(a) of the Stockholders Agreement with respect to the Private Placement Investors. The Shareholders Agreement and Registration Rights Agreement shall each contain terms and conditions customary and applicable for such agreements and shall be otherwise satisfactory to IMPSAT2008.

Shareholders Agreement. On [Completed Descriptions and Additional Documents to Come] CERTAIN EXISTING INSTRUMENTS [To be completed by HCHI and its counsel] OPINION OF COUNSEL FOR THE COMPANY (TO BE DELIVERED PURSUANT TO SECTION 5(d)) The opinion of counsel for the date Company (this "Opinion") shall be addressed to Stifxx, Xxxxxxxx & Xompany, Incorporated and Montxxxxxx Xxxurities, as representatives of the first several underwriters listed in Schedule 1 to the Underwriting Agreement, shall be dated as of the First Closing Date or the Second Closing Date, as applicable, shall expressly authorize O'Melveny & Myerx XXX, as counsel for the Underwriters, to rely upon this Opinion in connection with such firm's opinion to be rendered pursuant to Section 5(e) of the Underwriting Agreement and shall include as an exhibit any representation certificate(s) relied upon by counsel for the Company. In rendering this Opinion, counsel for the Company may rely (1) as to matters involving the application of laws of any jurisdiction other than the General Corporation Law of the State of Delaware, the law of the State of New York or the federal law of the United States, to the extent they deem proper and specified in such opinion, upon the opinion (which shall be dated the First Closing Date or the Second Closing Date, as the case may be, shall be attached to the opinion, shall be satisfactory in form and substance to the Underwriters, and shall expressly state that the Underwriters and O'Melveny & Myerx XXX, as counsel for the Underwriters, may rely on such opinion) of Piper & Marbury L.L.P.; provided, however, that such counsel shall further state that they believe that they and the Underwriters and counsel for the Underwriters are justified in relying upon such opinion of other counsel, and (2) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. All capitalized terms used herein without definitions shall have the meaning given such terms in the Underwriting Agreement to which this Exhibit A is attached (the "Underwriting Agreement"). * * * * (a) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Maryland. (b) The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of New York and in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. (c) The Company has all requisite corporate power and authority (i) to own, lease and operate its properties and to conduct its business as described in the Prospectus both currently and after giving effect to the Formation Transactions, (ii) to enter into and perform its obligations (d) Each Subsidiary of the Company (which term, for purposes of this Opinion, shall be deemed to include, without limitation, HCP, HCS and HCMC) is a corporation, limited partnership or limited liability company, as the case may be, duly organized or formed, as the case may be, validly existing and in good standing under the laws of its jurisdiction of its incorporation or formation. (e) Each Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. (f) Each Subsidiary has all requisite power and authority (i) to own, lease and operate its properties and to conduct its business as described in the Prospectus both currently and after giving effect to the Formation Transactions and (ii) to enter into each Formation Agreement to which it is a party, to perform its obligations thereunder and otherwise to consummate the transactions contemplated thereby. (g) To such counsel's knowledge, the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries listed in Exhibit 21 to the Registration Statement. (h) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization." The issued and outstanding shares of Common Stock Purchase have been, and the Units (including the Common Stock and Warrants comprising the Units) and the Representatives Warrants, upon issuance and delivery against payment therefor in the manner described in the Underwriting Agreement or Representatives Warrant Agreement, IMPSATas applicable, El Sitio will be duly authorized and validly issued, fully paid and nonassessable, and were not or, upon issuance, will not be, issued (i) in violation of or subject to any preemptive rights, or other rights to subscribe for or purchase any securities of the Company arising from the charter or bylaws of the Company, the Maryland General Corporation Law or, to the best knowledge of such counsel, otherwise or (ii) in violation of any federal or state securities laws. The terms and provisions of the Units (including the Common Stock and the existing shareholders of El Sitio who are parties Warrants comprising the Units) conform in all material respects to the Stockholders Agreement descriptions thereof contained in the Prospectus. (i) No stockholder of the Company or any other person has any preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Company arising by operation of the charter or bylaws of the Company, the Maryland General Corporation Law or, to the best knowledge of such counsel, otherwise. To the best knowledge of such counsel, there are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering A-3 42 contemplated by the Underwriting Agreement, except for such rights as have been duly waived. (j) The forms of certificates used to evidence the Units, the Common Stock and Registration Rights Agreement each dated June 21, 1999 entered into the Warrants are in due and proper form and comply with all applicable requirements of the charter and bylaws of the Company and the Maryland General Corporation Law. In connection with any sale of securities to the Underwriters without certificates under the Underwriting Agreement, the Company has fully complied with sections 2-210 and 2-211 of the Maryland General Corporation Law. (k) The Company has reserved for issuance a sufficient number of shares of Common Stock to permit the issuance of El Sitio's Class A Convertible Preferred all shares of Common Stock issuable upon the exercise of the Warrants in accordance with the terms of the Warrant Agreement and the Representatives Warrants in accordance with the terms of the Representatives Warrant Agreement. The shares of Common Stock to be issued upon the Private Placement Investors (exercise of the "Shareholders Agreement" Warrants and the "Registration Rights Agreement," respectively) shall enter into a new or amended Shareholders Agreement (the "Shareholders Agreement") Representatives Warrants have been duly authorized for issuance and registration rights agreement relating sale pursuant to the management Warrant Agreement or the Representatives Warrant Agreement, as applicable, and, when issued and delivered by the Company pursuant to such agreement, will be validly issued, fully paid and nonassessable. No further approval or authority of El Sitio the shareholders or the Board of Directors of the Company is required for the issuance and the transfer and ownership sale of the shares of El Sitio. Common Stock pursuant to the terms of the Warrant Agreement or the Representatives Warrant Agreement. (l) The Shareholders Agreement description of the Company's stock option, stock bonus and other stock plans or arrangements, and the registration options or other rights agreement shall each be substantially similar to the Stockholders Agreement granted and Registration Rights Agreement. The Shareholders Agreement shall provide (A) that the number of directors to be designated by the holders of the Class A Convertible Preferred Stock shall be increased to fiveexercised thereunder, one of whom shall be designated by IMPSAT and another of whom shall be (i) independent to any other holder of common of Class A Convertible Preferred Stock and (ii) designated by the unanimous vote of all of the other directors of El Sitio and (B) that the actions specified in Section 2.3 of the Stockholders Agreement shall require the affirmative vote of at least three of the five directors allocated to or designated by the holders of the Class A Convertible Preferred Stock. The new or amended registration rights agreement shall provide IMPSAT with certain registration rights and tag-along rights with respect to transfers of capital stock by the shareholders of El Sitio. In the event that all of the Closings for the IMPSAT Argentina, IMPSAT Brazil or IMPSAT Colombia Transaction Agreements shall not have occurred as of a date to be set forth in the Stock Purchase Agreement, Prospectus accurately and fairly presents the Shareholders Agreement will provide for an appropriate adjustment, if any, information required to IMPSAT's right to designate a member of thc Board of Directors and to vote in favor of the independent member of the Board of Directors in a manner, and at a shareholding level, substantially identical to Section 2.2(a) of the Stockholders Agreement be shown with respect to such plans, arrangements, options and rights. (m) The authorized capital stock of HCP consists of 90,000,000 shares of common stock (the Private Placement Investors"HCP Common") and 10,000,000 shares of preferred stock (the "HCP Preferred"). The Shareholders Agreement After giving effect to the Formation Transactions to be consummated on the First Closing Date, the HCP Common will be owned by the Principals and the HCP Preferred will be owned by the Company in the manner and in the percentage interests set forth in the Prospectus. All of the shares of HCP Common and HCP Preferred issued to the Principals and the Company, respectively, will upon issuance and payment therefor in accordance with the Formation Agreements, be duly authorized and validly issued, fully paid and nonassessable and will have been issued as a valid private placement exempt from the registration requirements of the Securities Act and will not be integrated with the public sale of the securities subject to the Registration Rights Agreement shall Statement and will otherwise have been issued in accordance with all state and federal securities laws. (n) All of the issued and outstanding capital stock, membership interests or other equity interests of each contain terms other Subsidiary (exclusive of HCP) (i) has been duly authorized and conditions customary validly issued and applicable for is fully paid and non-assessable, (ii) except as otherwise disclosed in the Prospectus, is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or, to the best knowledge of such agreements counsel, any pending or threatened claim, and shall be otherwise satisfactory to IMPSAT(iii) has been issued in compliance with all state and federal securities laws.

Shareholders Agreement. On (c) Each Shareholder hereby agrees that, from and after the date Effective Time and prior to the third anniversary of the first Closing under the Stock Purchase AgreementEffective Time, IMPSAT, El Sitio and the existing shareholders of El Sitio who are parties to the Stockholders Agreement and Registration Rights Agreement each dated June 21, 1999 entered into connection with the issuance of El Sitio's Class A Convertible Preferred Stock to the Private Placement Investors (the "Shareholders Agreement" and the "Registration Rights Agreement," respectively) shall enter into a new or amended Shareholders Agreement (the "Shareholders Agreement") and registration rights agreement relating to the management of El Sitio and the transfer and ownership neither such Shareholder nor any of the shares Affiliates will, directly or indirectly, or will solicit, request, advise, assist or encourage others, directly or indirectly, to: (a) form, join in or in any other way participate in a "partnership, limited partnership, syndicate or other group" within the meaning of El Sitio. The Shareholders Agreement and the registration rights agreement shall each be substantially similar to the Stockholders Agreement and Registration Rights Agreement. The Shareholders Agreement shall provide (ASection 13(d)(3) that the number of directors to be designated by the holders of the Class A Convertible Preferred Stock shall be increased to five, one of whom shall be designated by IMPSAT and another of whom shall be (i) independent to any other holder of common of Class A Convertible Preferred Stock and (ii) designated by the unanimous vote of all of the other directors of El Sitio and (B) that the actions specified in Section 2.3 of the Stockholders Agreement shall require the affirmative vote of at least three of the five directors allocated to or designated by the holders of the Class A Convertible Preferred Stock. The new or amended registration rights agreement shall provide IMPSAT with certain registration rights and tag-along rights Exchange Act with respect to transfers any Stock or deposit any Stock in a voting trust or similar arrangement or subject any Stock to any voting agreement or pooling arrangement, other than solely with one or more Affiliates with respect to the Shares; (b) solicit proxies or written consents of capital stock by shareholders with respect to Stock under any circumstances, or make, or in any way participate in, any "solicitation" of any "proxy" to vote any shares of Stock, or become a "participant" in any election contest with respect to REIT or OPCO (as such terms are defined or used in Rules 14a-1 and 14a-11 under the Exchange Act); (c) seek to call, or to request the call of, a special meeting of the shareholders of El Sitio. In the event that all REIT or OPCO or seek to make, or make, a shareholder proposal at any meeting of the Closings shareholders of REIT or OPCO; (d) commence or announce any intention to commence any tender offer for any Stock, or file with or send to the IMPSAT ArgentinaSEC a Schedule 13D or any amendments thereto under the Exchange Act with respect to Stock, IMPSAT Brazil or IMPSAT Colombia Transaction Agreements shall not have occurred as of a date to be set forth in except (x) the Stock Purchase Agreement, the Shareholders Agreement will provide for an appropriate adjustmentSchedule 13D, if any, to IMPSAT's right be filed with the SEC in connection with the issuance to designate a member of thc Board of Directors and to vote in favor one or more of the independent member Shareholders of Paired Shares and Unpaired Shares pursuant to the Merger Agreement (the "Current Schedule 13D"), and (y) any amendment to the Current Schedule 13D to reflect changes to the disclosures set forth therein and exhibits filed therewith, to the extent such changes result from actions that are not prohibited by or inconsistent with this Agreement (such permitted amendments and additional exhibits to the Current Schedule 13D being referred to as the "Permitted Schedule 13D Amendments"); (e) make a proposal or bid with respect to, announce any intention or desire to make, or publicly make or disclose, cause to be made or disclosed publicly, facilitate the making public or public disclosure of, any proposal or bid with respect to, the acquisition of any substantial portion of the Board assets of Directors in a mannerREIT, and at a shareholding level, substantially identical to Section 2.2(a) OPCO or of the Stockholders Agreement with respect to assets or stock of any of their respective subsidiaries or of all or any portion of the Private Placement Investors. The Shareholders Agreement and Registration Rights Agreement shall outstanding Stock (except each contain terms and conditions customary and applicable for such agreements and shall be otherwise satisfactory to IMPSAT.Shareholder may file Permitted Schedule 13D Amendments), or any merger, consolidation, other business combination, restructuring, recapitalization, liquidation or other extraordinary transaction involving REIT, OPCO or any of their respective subsidiaries;

Shareholders Agreement. On Seller, WAL, WAI and TWC (collectively, the date "TWC Parties") have requested that Purchaser, WCL and New WCG (the "WCG Parties") cause CG Austria and/or WCP to obtain, and the WCG Parties hereby agree to cause CG Austria and/or WCP to promptly endeavor to obtain, a waiver or waivers in form and substance reasonably satisfactory to the TWC Parties (individually or collectively, the "Waiver") of any actual or potential default or event of default arising under or in connection with any actual or alleged breach or violation of Section 7.09 of the first Closing under the Stock Purchase Agreement, IMPSAT, El Sitio and the existing shareholders of El Sitio who are parties to the Stockholders Shareholders Agreement and Registration Rights Agreement each dated June 21, 1999 entered into by WCP arising solely in connection with any transaction or series of transactions as a result of which WCP no longer remained a Subsidiary (as such term is defined in the issuance Shareholders Agreement) of El Sitio's Class A Convertible Preferred Stock to the Private Placement Investors Xxxxxxxx International Company (the "Shareholders Agreement" Agreement Default"), provided that any failure by CG Austria or WCP to obtain the Waiver at any time following the date hereof and/or the existence and continuance of the "Registration Rights Agreement," respectively) shall enter into a new or amended Shareholders Agreement Default shall not (x) constitute an Event of Default (as such term is defined in the "Shareholders Agreement"Purchase Money Mortgage) and registration rights agreement relating to the management or (y) constitute a default or event of El Sitio and the transfer and ownership default or other breach or violation of the shares of El Sitio. The Shareholders Agreement and the registration rights agreement shall each be substantially similar to the Stockholders Agreement and Registration Rights Agreement. The Shareholders Agreement shall provide (A) that the number of directors to be designated by the holders of the Class A Convertible Preferred Stock shall be increased to five, one of whom shall be designated by IMPSAT and another of whom shall be (i) independent to any other holder of common of Class A Convertible Preferred Stock and (ii) designated by the unanimous vote of all of the other directors of El Sitio and (B) that the actions specified in Section 2.3 of the Stockholders Agreement shall require the affirmative vote of at least three of the five directors allocated to or designated by the holders of the Class A Convertible Preferred Stock. The new or amended registration rights agreement shall provide IMPSAT with certain registration rights and tag-along rights with respect to transfers of capital stock by the shareholders of El Sitio. In the event that all of the Closings for the IMPSAT Argentina, IMPSAT Brazil or IMPSAT Colombia Transaction Agreements shall not have occurred as of a date to be set forth in the Stock Purchase Pledge Agreement, the Equitable Mortgage or any other Loan Document (as such term is defined in the Purchase Money Mortgage) and, provided further, that the rights and remedies of any TWC Party against any WCG Party or WCP in respect of any failure by WCP to obtain the Waiver or the Shareholders Agreement will provide for Default shall be limited solely to the indemnification rights specified in this Section 15 and, provided further, in connection with the foregoing each TWC Party hereby agrees to take all actions reasonably requested by any WCG Party (at the sole cost and expense of such WCG Party) in furtherance of CG Austria's and/or WCP's efforts to obtain the Waiver. Each WCG Party hereby jointly and severally agrees to indemnify, reimburse and hold harmless each TWC Party and each of their respective successors and assigns (hereinafter, an appropriate adjustment, if any"Indemnitee" and collectively the "Indemnitees"), to IMPSATthe fullest extent permitted by applicable law, from any and all liabilities, obligations, damages, penalties, claims, demands, actions, suits, judgments and any and all costs, expenses or disbursements (including attorneys' fees and expenses reasonably incurred) (collectively, the "Indemnified Liabilities") of whatsoever kind and nature imposed on or reasonably incurred by any of the Indemnitees as a result of, relating to or arising out of any actual or prospective claim, litigation or other proceeding relating to or arising out of CG Austria's right or WCP's failure to designate obtain the Waiver or the Shareholders Agreement Default, provided that no such Indemnitee shall be indemnified pursuant to this Section 15 for Indemnified Liabilities to the extent any such Indemnified Liabilities are caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a member court of thc Board competent jurisdiction in a final non-appealable decision). Each WCG Party acknowledges and agrees that upon receipt of Directors written notice by any WCG Party from any Indemnitee of the existence or assertion of an Indemnified Liability, such WCG Party shall assume full responsibility for the defense thereof. Any amount due under this Section 15 shall be payable by one or more of the WCG Parties promptly upon and in any event within thirty (30) days after receipt of written demand by any Indemnitee therefor. Each Indemnitee hereby agrees to use reasonable efforts to promptly notify Purchaser of any actual or potential Indemnified Liability of which such Indemnitee has notice or knowledge and to vote specify in favor reasonable detail the nature of any such Indemnified Liability. The obligations of each WCG Party and CG Austria under this Section 15 shall survive termination of the independent member Agreement and shall remain in full force and effect until: (1) CG Austria and/or WCP has obtained the Waiver and delivered a copy thereof to each TWC Party, (2) the Shareholders Agreement is terminated by mutual agreement of the Board of Directors in parties thereto, (3) WCP ceases to be a manner, and at a shareholding level, substantially identical to Section 2.2(a) of the Stockholders Agreement with respect party to the Private Placement Investors. The Shareholders Agreement and Registration Rights Agreement shall each contain terms and conditions customary and applicable for or (4) the occurrence of a Permitted Disposition (as such agreements and shall be otherwise satisfactory to IMPSATterm is defined in the Pledge Agreement).

Shareholders Agreement. On SANTA XXXXXXX, BANCARD, COSTA VERDE, ASTURIAS, CGP and CGP DOS do hereby, in their capacity as LAN CHILE Shareholders, enter into the date of the first Closing under the Stock Purchase following Shareholders’ Agreement, IMPSAT, El Sitio and the existing shareholders of El Sitio who are parties to the Stockholders Agreement and Registration Rights Agreement each dated June 21, 1999 entered into connection with the issuance of El Sitio's Class A Convertible Preferred Stock to the Private Placement Investors (the "Shareholders Agreement" and the "Registration Rights Agreement," respectively) which shall enter into a new or amended Shareholders Agreement (the "Shareholders Agreement") and registration rights agreement govern matters relating to the management assignability of El Sitio and shares, on the transfer and ownership basis of the following provisions: Commencing on the date hereof, in the event that any Shareholder wishes to dispose in any manner of its LAN CHILE shares in whole or in part, whether in response to a good-faith offer originating from a third party or on its own initiative, such Shareholder undertakes to grant a right of El Sitio. The Shareholders Agreement and the registration rights agreement shall each be substantially similar to the Stockholders Agreement and Registration Rights Agreement. The Shareholders Agreement shall provide (A) that the number of directors to be designated by the holders of the Class A Convertible Preferred Stock shall be increased to five, one of whom shall be designated by IMPSAT and another of whom shall be (i) independent to any other holder of common of Class A Convertible Preferred Stock and (ii) designated by the unanimous vote of all of the other directors of El Sitio and (B) that the actions specified in Section 2.3 of the Stockholders Agreement shall require the affirmative vote of at least three of the five directors allocated to or designated by the holders of the Class A Convertible Preferred Stock. The new or amended registration rights agreement shall provide IMPSAT with certain registration rights and tag-along rights first refusal with respect to transfers such shares to the other Shareholders bound by this Agreement in proportion to the shares owned by such other Shareholders as holders of capital record in the LAN CHILE stock by ledger and included under this Agreement on the shareholders date on which the representative of El Sitiothe selling Shareholder notifies the chairman of the board of XXX XXXXX, or any replacement, substitute or successor xxxxxxx, (hereinafter the “Chairman”) of the right of first refusal granted to the other Shareholders, as indicated in subsection 2.1 below. In the event that of a concrete purchase offer by a third party, the acquisition shall be effected at least on the same terms as those offered by the interested party. In order properly to provide this right of first refusal, the following rules shall be observed: 2.1 The right of first refusal described in this subsection is designed to govern the disposition of LAN CHILE shares by any Shareholder hereunder. Any Shareholder wishing to dispose in any manner of all of its LAN CHILE shares or any portion thereof, either on its own initiative or in response to a verbal or written third-party offer and whether or not such third party is a LAN CHILE shareholder, shall grant this right of first refusal and shall fully, fairly and promptly inform the Closings other Shareholders, notifying the Chairman of the board thereof in writing. In such notice, the selling Shareholder shall describe in precise detail the proposed terms for acquisition of the shares and shall, as the case may be, attach or indicate: (i) A copy of the offer, as the case may be, listing the name and identification of the interested party; (ii) The price per share as well as the terms, time of payment, currency of payment, readjustments, interest and guaranties; and (iii) Any other relevant data or information necessary for properly advising the other Shareholders of the transaction. In the event of a third-party offer, the notice to the Chairman of the board shall be issued immediately but no later than within 7 days following the date on which the selling Shareholder receives such offer from the third party or shareholder. The procedure to be observed is as follows: (a) The Chairman shall notify the other Shareholders in writing of the offer through identical means, including a copy of the supporting data, within a period of 5 days commencing on the date of receipt of the offer by the Chairman. (b) The receiving Shareholders shall have a deadline of 20 days to reply in writing, commencing upon receipt by their representative of the notice from the Chairman. Within such period, the receiving Shareholders may assign their right of first refusal to each other in whole or in part. Such assignment shall be recorded in writing and shall indicate the date, the name of both the assigning Shareholder and the assignee, the number of shares included in the assignment, the price, as the case may be, and the signature of both assignor and assignee. (c) A reply, whether indicating an exercise or waiver of the right of first refusal, shall likewise be addressed to the Chairman by the representative of each Shareholder. If the right of first refusal is to be exercised, each representative shall provide the name(s) of the receiving Shareholder(s) opting to exercise the right of first refusal on the proposed terms, and shall also indicate the number of shares that each Shareholder is to acquire, including those to which each such Shareholder is entitled in its capacity as assignee. The right of first refusal may not be exercised with respect to a greater number of LAN CHILE shares than each such Shareholder is entitled to, out of the total number of offered shares, in proportion to the shares hereunder which each such Shareholder owns as holder of record in the LAN CHILE stock ledger on the indicated date, in addition to those shares to which it may be entitled pursuant to any assignment performed in accordance with items (b) and (c) above. In the latter event, the Shareholder exercising the right of first refusal shall attach a copy of the relevant assignment to its letter of acceptance of the offer. If the receiving Shareholders fail to reply in a timely manner, they shall be deemed to have irrevocably waived their right of first refusal under this Agreement, which shall expire with respect to them upon the conclusion of the 20-day period. If the right of first refusal is not exercised in full by either one or more Shareholders, the parties shall proceed as provided in this subsection 2.1, items (g) et seq. (d) Notice of exercise of the right of first refusal by the representatives of the other Shareholders shall be given within the 20-day deadline described in item (c) above, and shall include a copy of any assignment of rights performed in accordance with items (b) and (c), as the case may be. (e) Once the Chairman receives a reply from the representatives of the other Shareholders, whether indicating an exercise in full of the right of first refusal or an express or tacit waiver by all such Shareholders, he shall notify the representative of the selling Shareholder immediately, but no later than within three days. (f) The closing date shall be set by the Chairman on a bank business day not to exceed 5 bank business days following the original 20-day deadline. The Chairman shall likewise set the time and indicate a Notary’s Office in the Comuna [Neighborhood] of Las Condes, and shall notify the interested parties thereof within a period of 2 bank business days in order to enable them to be present for the IMPSAT Argentinasimultaneous formalization of the share transfer agreement with respect to all exercising Shareholders. The Neighborhood of Las Condes, IMPSAT Brazil Metropolitan Region, is hereby established as special domicile for such purposes. The notary shall be specifically authorized to deliver to the relevant party any certificates and records required in connection therewith. (g) If the shares included in the offer are not acquired by the Shareholders granted a right of first refusal due to failure to either exercise such right in full or IMPSAT Colombia Transaction Agreements pay the price in a timely manner, such shares may be sold to the third-party offeror or to any other third party; provided, however, that they shall not have occurred be sold at least on the same price and form of payment terms as announced and offered to the other Shareholders. (h) The sale described in item (g) shall be legally formalized within a period of a 5 days commencing on the date of expiry of the offer as indicated in item (c) above, as the case may be. Otherwise, in order to sell its shares, the Shareholder shall be required to perform once again the entire procedure provided in this subsection 2.1. 2.2 The arbitrator appointed pursuant to section five below shall be specifically authorized to rule immediately, without need of summoning the parties and without due legal process, at the request of the chairman of LAN CHILE or any shareholder, on any matter regarding procedure, notification systems, formalization of agreements, including identification of time, date and place for execution thereof, and the resolution of doubts arising in connection with the interpretation and application of the provisions set forth in this section. 2.3 The representatives of SANTA XXXXXXX, BANCARD, COSTA VERDE, ASTURIAS, CGP and CGP DOS hereby grant the Stock Purchase Agreementperson appointed as arbitrator under section five hereof and, on a secondary basis and in the same order, the persons appointed as first, second and third alternates under such section, a special and irrevocable power of attorney to sell and transfer on behalf of the Shareholders Agreement will provide acting as principals any shares offered and accepted or included in the sale by virtue of this procedure. Accordingly, such attorney-in-fact shall have full power and authority to receive payment of the purchase price, deliver the securities and execute any public or private instruments evidencing the relevant agreements and transfers. 2.4 For legal and contractual purposes, the address provided by the representatives of SANTA XXXXXXX, BANCARD, COSTA VERDE, ASTURIAS, CGP and CGP DOS in section seven hereof or amended pursuant thereto shall constitute the proper and valid address for an appropriate adjustmentnotices and service of process pursuant to this section two, if any, and no evidence to IMPSAT's right to designate a member of thc Board of Directors and to vote the contrary shall be admitted. 2.5 The rights provided in favor of the independent member parties in this section two are not in any manner assignable to third parties, except as provided in subsection 2.1 above, items (b) and (c). 2.6 Notwithstanding the foregoing, by way of exception, any Shareholder may freely dispose of its LAN CHILE shares in whole or in part and not be subject to the provisions of this section two if such shares are in any manner sold to another individual or entity belonging to the same corporate group as the selling Shareholder, provided, in the latter case, that the capital or corporate structure of the Board acquiring corporation is substantially similar to that of Directors the selling Shareholder, to the extent that: (a) The acquiring corporation belongs to the same corporate group or is under common control therewith, all the above in a manneraccordance with the provisions of articles 96 and 99 of the aforementioned Law 18,045; and (b) The acquiring corporation states in writing that it shall adhere in full to all terms of this Agreement and assume all rights and obligations of the parties arising therefrom. The instrument evidencing adhesion to the terms of the Agreement as hereinabove indicated shall be executed simultaneously with, and at a shareholding levelon the same date as, substantially identical to Section 2.2(a) the purchase of the Stockholders Agreement with respect to the Private Placement Investors. The Shareholders Agreement and Registration Rights Agreement shall each contain terms and conditions customary and applicable for such agreements shares or rights and shall be otherwise satisfactory a condition precedent for the transfer thereof, and the relevant Shareholder shall provide the general manager of LAN CHILE with a copy of such instrument within 5 days following the date of execution thereof. 2.7 Notwithstanding the foregoing, any third party acquiring LAN CHILE shares pursuant to IMPSATthis Shareholders’ Agreement shall, as a condition precedent to transfer of the shares and execution of the relevant assignment agreement, agree to adhere to the terms of the Shareholders’ Agreement as set forth in item (b) of subsection 2.6 above. In the event of violation of this provision, the selling shareholder shall be subject to the fine described in section three of this Agreement.

Shareholders Agreement. On It is agreed that the date of relations between the first Closing under the Stock Purchase Agreement, IMPSAT, El Sitio and the existing Shareholders as shareholders of El Sitio who are parties to the Stockholders Agreement PGR and Registration Rights Agreement each dated June 21, 1999 entered into connection with the issuance of El Sitio's Class A Convertible Preferred Stock to the Private Placement Investors (the "Shareholders Agreement" and the "Registration Rights Agreement," respectively) shall enter into a new or amended Shareholders Agreement (the "Shareholders Agreement") and registration rights agreement relating to the management of El Sitio and PGR with effect from the transfer and ownership of Option Closing Date will be governed by the shares of El SitioShareholders' Agreement. The Shareholders Agreement and BGL will, at the registration rights agreement shall each be substantially similar appropriate time having regard to the Stockholders Option Exercise Date, prepare a draft Shareholders' Agreement which shall form the basis for the required discussions and Registration Rights Agreement. The Shareholders Agreement shall provide (A) negotiations, such that the number Shareholders' Agreement can be executed on the Option Closing Date. SECTION 8 OTHER AGREEMENTS 8.1 CONDUCT OF BUSINESS From the date hereof until the Option Closing Date, PGR shall conduct its operations (including its mining operations) within the Lease Area in the ordinary course of directors to be designated by business and, without the holders prior written consent of the Class A Convertible Preferred Stock BGL, shall be increased to five, one of whom shall be designated by IMPSAT and another of whom shall be not (i) independent waive, or agree to waive, any other holder of common of Class A Convertible Preferred Stock and right it may have in the Lease Area or the PGR Lease, (ii) designated by sell, dispose of or otherwise transfer any rights it may have in the unanimous vote Lease Area or the PGR Lease (iii) incur liabilities or make expenditures, other than in the ordinary course of all business, in an amount individually or in the aggregate in excess of $10,000, (iv) make, or agree to make, any loan or advance to its shareholder, or any of its officers, directors, employees, consultants, agents or other representatives, or make any other loan or advance of any type whatsoever otherwise than in the ordinary course of business, (v) grant any person a security interest in, suffered the incurrence of any lien upon, or otherwise encumber, the Lease Area or the PGR Lease, or (vi) incur or guarantee any indebtedness for borrowed money or the like and shall notify BGL within three business days after it has knowledge of any actions or proceedings of any type whatsoever that, from the date hereof, are threatened or commenced against PGR or in respect of the other directors of El Sitio and (B) that Lease Area or the actions specified in Section 2.3 of the Stockholders Agreement shall require the affirmative vote of at least three of the five directors allocated to or designated by the holders of the Class A Convertible Preferred Stock. The new or amended registration rights agreement shall provide IMPSAT with certain registration rights and tag-along rights with respect to transfers of capital stock by the shareholders of El Sitio. In the event that all of the Closings for the IMPSAT Argentina, IMPSAT Brazil or IMPSAT Colombia Transaction Agreements shall not have occurred as of a date to be set forth in the Stock Purchase Agreement, the Shareholders Agreement will provide for an appropriate adjustment, if any, to IMPSAT's right to designate a member of thc Board of Directors and to vote in favor of the independent member of the Board of Directors in a manner, and at a shareholding level, substantially identical to Section 2.2(a) of the Stockholders Agreement with respect to the Private Placement Investors. The Shareholders Agreement and Registration Rights Agreement shall each contain terms and conditions customary and applicable for such agreements and shall be otherwise satisfactory to IMPSATPGR Lease.