TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION TRUST DEED Made and signed in Tel Aviv on December 21, 2005Trust Deed • January 17th, 2007 • Cellcom Israel Ltd.
TRUSTEE REPLACEMENT AGREEMENT Made and entered into at Tel Aviv on the 11th day of the month of June in the year 2009Trustee Replacement Agreement • March 2nd, 2010 • Cellcom Israel Ltd. • Radiotelephone communications
Deed of Trust Made and signed in Netanya on September 20, 2007Deed of Trust • March 18th, 2008 • Cellcom Israel Ltd. • Radiotelephone communications
Whereas: The board of the Company decided, on September 19, 2007, to approve the issue of Debentures (Series D), according to the conditions of the Prospectus; and
Deed of Trust Made and signed in Netanya on March 31, 2009Deed of Trust • March 2nd, 2010 • Cellcom Israel Ltd. • Radiotelephone communications
Whereas: The board of the Company decided, on March 30, 2009, to publish a Shelf Prospectus under which the Company may, inter alia, issue series of Debentures that would be titled series E through I and series 1 through 2, in the manner described in this Deed of Trust;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2007 • Cellcom Israel Ltd.
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 15th day of March, 2006, by and among Cellcom Israel Ltd an Israeli company (the “Company”), Discount Investment Corporation Ltd, an Israeli company (“DIC”), DIC Communication and Technology Ltd, an Israeli company (“DICC”), PEC Israel Economic Corporation, a Maine, U.S.A. corporation (“PEC”) and Goldman Sachs International (“Goldman”), (each of DIC, DICC and PEC, a “DIC Shareholder”, and collectively, the “DIC Shareholders”; and each of DIC, DICC, PEC and Goldman, a “Shareholder”, and collectively, the “Shareholders”).
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSIONIndenture • March 7th, 2012 • Cellcom Israel Ltd. • Radiotelephone communications
Between Cellcom Israel Ltd. of 10 HaGavish St., Netanya Telephone: 052-9989595 Fax: 098607986 (The “Company”) of the First Part; And: Hermetic Trust (1975) Ltd. of 113 HaYarkon St., Tel Aviv Telephone: 03-5274867 Fax: 03-5271736 (The “Trustee”) of the Second Part;
MERGER AGREEMENT Made and signed on June 15, 2011Merger Agreement • March 7th, 2012 • Cellcom Israel Ltd. • Radiotelephone communications
T R A N S L A T I O N F R OM H E B R EW T H E B I N D I N G V E R S I O N I S T H E H E B R E W V E R S I O NGeneral License Agreement • March 2nd, 2009 • Cellcom Israel Ltd. • Radiotelephone communications
General license for Cellcom Israel Ltd. for the provision of mobile radio telephone services by the cellular method (cellular)
Memorandum of Understanding That was signed in Tel Aviv on the 18th of February 2020Memorandum of Understanding • March 23rd, 2020 • Cellcom Israel Ltd. • Radiotelephone communications
Whereas the Purchaser is interested in purchasing and the Sellers are interested in selling all of the issued share capital of the Company and all of the rights by virtue of the options that were granted to the Company’s employees (which shall be fully vested at the closing of the transaction) and the shareholders loans that were provided to the Company;
CELLCOM ISRAEL LTD. [•] Ordinary Shares, Nominal Value NIS 0.01 per share Underwriting AgreementUnderwriting Agreement • January 31st, 2007 • Cellcom Israel Ltd. • Radiotelephone communications • New York
Goldman, Sachs & Co., Citigroup Global Markets Inc., and Deutsche Bank Securities, Inc. (collectively, the “Representatives”), As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.
SHARE PURCHASE AGREEMENT by and among: The Sellers as Listed Herein; Cellcom Israel Ltd. an Israeli Company; Golan Telecom Ltd. an Israeli Company; and Michael Golan as Sellers’ Representative Dated as of November 4, 2015Share Purchase Agreement • March 21st, 2016 • Cellcom Israel Ltd. • Radiotelephone communications
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into on and as of this 4 day of November 2015, by and among Mr. Michael Golan, Israeli ID#327156444; PP Telecom no. 01779128, an entity organized under the laws of Belgium; GP Telecom no. 01779129, an entity organized under the laws of Belgium; Mr. David Golan, Israeli ID#333797553; and NJJ Invest Tel, French Company No. 53-530010-7 (together the “Sellers”); Cellcom Israel Ltd., a public company organized under the laws of the State of Israel (the “Purchaser”); Golan Telecom Ltd., a private company organized under the laws of the State of Israel (the “Company”); and Mr. Michael Golan, solely in his capacity as Sellers’ Representative (the “Sellers’ Representative”); (Each of the Sellers, the Purchaser, the Company and the Sellers’ Representative shall each be referred to hereinafter as a “Party” and collectively as the “Parties”).
Deed of Trust Made and signed in Netanya on September 20, 2007Deed of Trust • March 18th, 2008 • Cellcom Israel Ltd. • Radiotelephone communications
US$350,000,000 Term and Revolving Facilities Agreement Dated 6 March 2006 Cellcom Israel Ltd. (the Borrower) arranged by Citibank, N.A. (the Mandated Lead Arranger) and Citibank International plc (as Agent)Term and Revolving Facilities Agreement • January 17th, 2007 • Cellcom Israel Ltd. • England
