PARTNER COMMUNICATIONS COMPANY LTD. SHARE PURCHASE AGREEMENT by and between LEUMI PARTNERS LTD. and January 23, 2013Share Purchase Agreement • February 8th, 2013 • S.B. Israel Telecom Ltd. • Radiotelephone communications
This SHARE PURCHASE AGREEMENT, dated this 23rd day of January, 2013 (the “Agreement”, and the “Effective Date”, respectively), is entered into by and between LEUMI PARTNERS LTD., a company incorporated and existing under the laws of the State of Israel, registered with the Israeli registrar of companies under company number 52-003185-7 (the “Seller”), and S.B. ISRAEL TELECOM LTD., a company incorporated and existing under the laws of the State of Israel, registered with the Israeli registrar of companies under company number 51-484322-6 (the “Purchaser”). Each of the Seller and the Purchaser is a “Party”, and together the “Parties”.
JOINT FILING AGREEMENTJoint Filing Agreement • February 8th, 2013 • S.B. Israel Telecom Ltd. • Radiotelephone communications
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value NIS0.01 per share, of Partner Communications Company Ltd., without the necessity of filing additional joint filing agreements. Each person further agrees that this joint filing agreement be included as an exhibit to such filings, and acknowledges that each person shall be responsible for the timely filing of such amendments, and for the completeness and the accuracy of the information concerning such person contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the other persons, except to the extent that it knows or has reason to believe that such information is inaccurate.
ASSUMPTION AGREEMENTAssumption Agreement • February 8th, 2013 • S.B. Israel Telecom Ltd. • Radiotelephone communications
THIS ASSUMPTION AGREEMENT (including all Exhibits hereto, as may be amended, supplemented, or otherwise modified from time to time, the “Agreement”) is made on November 30, 2012.
PARTNER COMMUNICATIONS COMPANY LTD. SHARE PURCHASE AGREEMENT by and between SCAILEX CORPORATION LTD. and November 30, 2012Share Purchase Agreement • February 8th, 2013 • S.B. Israel Telecom Ltd. • Radiotelephone communications
This SHARE PURCHASE AGREEMENT, dated this 30th day of November, 2012 (the “Agreement”, and the “Effective Date”, respectively), is entered into by and between SCAILEX CORPORATION LTD., a corporation incorporated and existing under the laws of the State of Israel, registered with the Israeli registrar of companies under company number 52-003180-8 (the “Seller”), and S.B. ISRAEL TELECOM LTD., incorporated and existing under the laws of the State of Israel, registered with the Israeli registrar of companies under company number 51-484322-6 (the “Purchaser”). Each of the Seller and the Purchaser is a “Party”, and together the “Parties”.
PARTNER COMMUNICATIONS COMPANY LTD. SHAREHOLDERS AGREEMENT by and between SCAILEX CORPORATION LTD. and January 29, 2013Shareholders Agreement • February 8th, 2013 • S.B. Israel Telecom Ltd. • Radiotelephone communications
THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is entered into as of this 29th day of January 2013, by and between S.B. ISRAELTELECOM LTD., incorporated and existing under the laws of the state of Israel, registered with the Israeli registrar of companies under company number 51-4843226 (“SCG”) and Scailex Corporation Ltd., a corporation incorporated and existing under the laws of the state of Israel, registered with the Israeli registrar of companies under company number 52-003180-8 (“Scailex”); SCG and Scailex collectively are referred to as the “Shareholders” and each, individually, as a “Shareholder”.
