SHARE TRANSFER AGREEMENT

 

Exhibit 4.22

Execution Copy

Dated July 22, 2004

 

(1) DERASO HOLDINGS B.V.

(2) DEVAYNES HOLDINGS LIMITED

(3) UPSON ENTERPRISES LIMITED

(4) EMPORIKI VENTURE CAPITAL EMERGING MARKETS LIMITED

(5) SHAREHOLDERS OF DERASO HOLDINGS LIMITED LISTED IN SCHEDULE 4, PART C

(6) MOBIFON HOLDINGS B.V.

(7) TELESYSTEM INTERNATIONAL WIRELESS INC.

- and -

(8) INDIVIDUAL PURCHASERS AS DEFINED IN RECITAL (B)

TABLE OF CONTENTS
		Page
1.	DEFINITIONS AND INTERPRETATION	2
2.	SHARE TRANSFER	9
3.	CONDITIONS PRECEDENT	9
4.	COMPLETION	10
5.	WARRANTIES	11
6.	TERMINATION	12
7.	INDEMNIFICATION	13
8.	COVENANTS	14
9.	NOTICES	20
10.	GENERAL PROVISIONS	22
11.	GOVERNING LAW AND DISPUTE RESOLUTION	25

SHARE TRANSFER AGREEMENT

DATE: July 22, 2004 PARTIES:

1.        DERASO HOLDINGS LIMITED , a company organised and existing under the laws of The Netherlands and having its registered office at c/o Private Equity Services (Amsterdam) B.V., Koningslaan 14, 1075 AC, Amsterdam, The Netherlands (" Deraso ");
 

2.        DEVAYNES HOLDINGS B.V. , a company organised and existing under the laws of Cyprus and having its registered office at 2-4 Arch Makarios III Ave., Capital Center, 9th Floor, Nicosia 1505, Cyprus (" Devaynes ");
 

3.        UPSON ENTERPRISES LIMITED , a company organised and existing under the laws of Cyprus and having its registered office at 2-4 Arch Makarios III Ave., Capital Center, 9th floor, Nicosia 1505, Cyprus (" Upson ");
 

4.        EMPORIKI VENTURE CAPITAL EMERGING MARKETS LIMITED , a company organised and existing under the laws of Cyprus and having its registered office at 2-4 Arch Makarios III Ave., Capital Center, 9th floor, Nicosia 1505, Cyprus (" Emporiki ");
 

5.        DIRECT AND INDIRECT SHAREHOLDERS OF DERASO HOLDINGS LIMITED LISTED IN SCHEDULE 4 Part C , a group of entities together, as of the date hereof, holding all outstanding shares of Deraso (collectively referred to herein as the " Deraso Shareholders "), directly in the case of Kurisa Holdings N.V. (" Kurisa "), indirectly through Kurisa in the case of ROMGSM Holdings Limited (" ROMGSM ") and indirectly through ROMGSM and Kurisa in the case of the other Deraso Shareholders;
 

6.        MOBIFON HOLDINGS B.V. , a company organised and existing under the laws of The Netherlands and having its registered office at World Trade Center, Strawinskylaan 707, 1077 XX Amsterdam, The Netherlands (" MobiFon Holdings ");
 

7.        TELESYSTEM INTERNATIONAL WIRELESS INC ., a company organised and existing under the laws of Canada and having its registered office at 1250 Rene-Levesque Street West, Montreal, Québec, Canada, H3B 4W8 (" TIW ");
 

8.        BRUNO DUCHARME , an individual residing at 612 Belmont Avenue, Westmount, Quebec, Canada, H3Y 2V9 (" Ducharme ");
 

9.        ANDRÉ GAUTHIER , an individual residing at 690, rue Smiley, Saint-Lambert, Quebec, Canada, J4P 1G4 (" Gauthier "); and
 

10.     MARGRIET ZWARTS , an individual residing at 3461, avenue Holton, Montreal, Quebec, Canada, H3Y 2G4 (" Zwarts ").

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RECITAL:

1.         Deraso, Devaynes, Upson and Emporiki (collectively referred to herein as the " Sellers ") are the beneficial owners of an aggregate of 29,388,478 common shares with a nominal value of ROL 3,750 each (the " MobiFon Shares ") in the share capital of MobiFon S.A., a joint stock company incorporated under the laws of Romania and having its headquarters at Str. Avrig 3, Sector 2, 74228, Bucharest, Romania (" MobiFon ").
 

2.         The Sellers wish to transfer all of the MobiFon Shares to MobiFon Holdings, except for three (3) MobiFon Shares held by Deraso, of which one shall be transferred to Ducharme, one shall be transferred to Gauthier and one shall be transferred to Zwarts (collectively referred to herein as the " Individual Purchasers "), and TIW wishes to pay for the MobiFon Shares, on behalf of its subsidiary MobiFon Holdings and on behalf of the Individual Purchasers, in cash and in common shares of TIW's share capital, the whole subject to the ROFR Rights (as defined below) and upon the terms and conditions set forth below (the " MobiFon Share Transfer ").
 

3.         The parties acknowledge that the proposed transfer of the MobiFon Shares under this Agreement is subject to rights of first refusal of the other shareholders of MobiFon under the Contract of Association (the " ROFR Rights ").

IT IS AGREED as follows:

1.

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement the following words and expressions have the following meanings:

Term

Definition

" Accounts "

TIW's audited accounts for the year ended 31 December 2003;

" Accounts Date "

31 December 2003;

" Affiliate "

in relation to a specified person, any person that, directly or indirectly, through one or more intermediaries, (a) owns or Controls the specified person, (b) is owned or Controlled by the specified person, or (c) is under common ownership or Control with the specified person, and in the case of a specified person that is an individual, will include such individual's natural children, current spouse and/or natural parents, including any trust established for the benefit of such individual's natural children, current spouse and/or natural parents, in each case, where "own" means ownership of more than 50 per

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cent of the voting interests or rights of the specified person;

" Agreement "

this Share Transfer Agreement;

" AMFQ "

Autorité des marchés financiers du Québec;

" Business Day "

shall be construed as a reference to a day (other than a Saturday or Sunday) on which banks and financial markets are open in Romania, the Netherlands, London, England, Cyprus, and the Province of Québec, Canada, for the transaction of ordinary business;

" Cash Consideration "

as defined in Clause 2.2.1;

" Completion "

the completion of the MobiFon Share Transfer pursuant to Clause 4 of this Agreement, which shall take place on the Completion Date by the performance by the parties of their respective obligations under Clause 4;

" Completion Date "

as soon as practicable after the date (being a date not later than the Termination Date) on which the last of (a) the conditions referred to in Schedule 1, Part A have been fulfilled (or waived by the Sellers under Clause 3.3) and (b) the conditions referred to in Schedule 1, Part B have been fulfilled (or waived by the Purchasers under Clause 3.4) and in any event, no later than 10.00 am on the fifth Business Day after such date or such other time and date as the parties may agree, provided that, in any event, the Completion Date shall be no earlier than the earliest date permitted by the Contract of Association, unless all MobiFon shareholders have, to the satisfaction of all parties, unconditionally and irrevocably waived all of their rights pursuant to the right of first refusal procedure contained in the Contract of Association in relation to the MobiFon Share Transfer;

" Concurrent Secondary Offering "

as defined in Clause 8.6;

" Conditions "

the conditions precedent referred to in Clauses 3.1 and 3.2;

" Contract of Association "

the contract of association of MobiFon as amended from time to time;

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" Control "

the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the general management and policies of a person, whether through ownership of voting securities, as trustee or executor, by contract or credit arrangements or otherwise and "Controlled" shall be construed accordingly;

" Encumbrance "

(a) a mortgage, charge, pledge, lien, hypothecation, assignment or deposit by way of security or other encumbrance of any kind whatsoever securing any obligation of any person, (b) any restriction, right of first refusal or pre-emption, third party right or interest, other encumbrance or type of preferential arrangement (including conditional sale, title transfer and retention arrangements) having a similar effect;

" Exchange Ratio "

as defined in Clause 2.2.2;

" Exit Deeds "

the Amended and Restated Exit Agreement dated May 3, 2001 by and among Telesystem International Wireless Corporation N.V., ClearWave N.V., ROMGSM and the investors named therein, and the Supplemental Agreement executed on November 11, 2000 by and among Telesystem International Wireless Corporation N.V., ClearWave N.V., Devaynes, Upson and Emporiki;

" GAAP "

generally accepted accounting principles;

" Governmental Authority "

the government of any nation, state, city, locality or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing including, but not limited to, competition and licensing authorities in Romania or elsewhere;

" Indemnified Party "

as defined in Clause 7;

" Indemnifying Party "

as defined in Clause 7;

" Individual Purchasers "

as defined in Recital (B);

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" Law "

in relation to any person, any law, statute, ordinance, treaty, rule or regulation, and any judgement, decision, award, order, decree, administrative guidance, licence, permit, authorisation, franchise or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to, or binding upon, such person or any of its property or to which such person or any of its property is subject or pertaining to any or all of the transactions contemplated or referred to herein;

" Loan Agreements "

the loan facility agreements entered into between MobiFon and the Senior Lenders, all dated 27 August 2002, and the working capital facility agreements entered into between MobiFon and ABN AMRO Bank (Romania) S.A., dated 19 February 1999, and MobiFon and Citibank, dated 25 March 1999;

" Lock-Up Period "

as defined in Clause 8.5.1;

''Major Shareholders''

Telesystem Ltd., U.F. Investments (Barbados) Ltd., J.P. Morgan Partners (BHCA), L.P., EEIF Melville B.V., Caisse de dépôt et placement du Québec, and their respective Subsidiaries and Affiliates that own, directly or indirectly, shares of TIW;

" Management Accounts "

TIW's unaudited balance sheet as at March 31, 2004, together with its profit and loss account and cash flow statement for the three-month period ending March 31, 2004;

" Material Adverse Change "

with respect to a party, any event, circumstance, condition, fact, effect or other matter which has the effect of preventing in a material and adverse way such party from performing and complying with any of its obligations under this Agreement or making its Warranties hereunder;

" MobiFon "

as defined in Recital (A);

" MobiFon Dividend "

as defined in Clause 2.1;

" MobiFon Shares "

as defined in Recital (A);

" MobiFon Share Transfer "

as defined in Recital (B);

" NASD "

as defined in Clause 8.6.3 ;

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" Nasdaq "

Nasdaq National Market or, in the event the TIW Shares are phased down to the Nasdaq SmallCap Market by reason of TIW not satisfying the Nasdaq National Market's minimum bid price continuing listing requirement, ''Nasdaq'' shall refer to the Nasdaq SmallCap Market ;

" Other TIW Exchange "

as defined in Clause 8.6 ;

" Pre-Contractual Statement "

as defined in Clause 10.2.2;

" Prohibited Share Transaction "

as defined in Clause 8.5.1;

" Purchasers "

TIW and MobiFon Holdings;

" Québec Act "

as defined in Clause 3.5;

" Québec Regulation "

as defined in Clause 3.5;

" Recognized Exchange "

Nasdaq, New York Stock Exchange, American Stock Exchange or London Stock Exchange;

" Registration Expenses "

as defined in Clause 8.6.3;

" Registration Rights Agreement "

the Third Amended and Restated Registration Rights Agreement dated as of May 6, 2004 between TIW and the Major Shareholders;

" Rights Offering "

as defined in Clause 8.2.3;

" ROFR Rights "

as defined in Recital (C);

" ROL "

denotes the lawful currency from time to time of Romania;

" SEC "

United States Securities and Exchange Commission;

" Secondary Offering "

as defined in Clause 8.6;

" Securities Laws "

collectively, the Securities Acts of the Provinces of Québec and Ontario and the rules and regulations made thereunder, together with applicable published policy statements and orders of the securities commission or similar authority in each of the Provinces of Ontario and Québec; and the by-laws, rules and regulations of the TSX and Nasdaq; and the 1934 Act and the 1933 Act and the rules and regulations made thereunder, together with applicable published interpretations and releases of the SEC;

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" Sellers "

as defined in Recital (A);

" Selling Expenses "

as defined in Clause 8.6.3;

" Senior Lenders "

European Bank for Reconstruction and Development, Nordic Investment Bank and Export Development Canada;

" Share Transfer Documents "

as defined in Clause 10.2.1;

" Statutes "

the statutes of MobiFon as amended from time to time;

" Subsidiary "

with respect to any specified person, (i) any corporation, association or other business entity of which (a) more than 50% of the voting power of the outstanding voting stock is owned, directly or indirectly, by such person and one or more other Subsidiaries of such person or (b) such person and one or more other Subsidiaries of such person has the right to appoint or remove a majority of the members of its board of directors or, in the case of an entity having a two-level board, its supervisory board; and (ii) any partnership, (a) the sole general partner or the managing general partner of which is such person or a Subsidiary of such person or (b) the only general partners of which are that person or one or more Subsidiaries of that person (or any combination thereof);

" Termination Date "

45 days or, if MobiFon Holdings and at least one other MobiFon Shareholder exercise their ROFR Rights, 65 days after the date hereof, or such later date as the parties may agree;

" Tag-Along Agreement "

the agreement dated June 30, 1998 by and between Telesystem International Wireless Corporation N.V. and ROMGSM;

" TIW Shares "

as defined in Clause 2.2.2;

" TIW Securities "

as defined in Clause 8.2.3;

"Transfer Notice"

as defined in Schedule 1, Part A;

"TSX"

Toronto Stock Exchange;

" USD "

denotes the lawful currency from time to time of the United States of America;

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''Waiver''

the waiver and consent of the Major Shareholders regarding their rights under the Registration Rights Agreement sufficient to allow the Sellers to participate in future Concurrent Secondary Offerings as and to the extent set forth in Clause 8.6 hereof, in form and content substantially as set forth in Schedule 6 hereto;

" Warranties "

the warranties set out in Schedules 3 and 4;

" 1933 Act "

as defined in Clause 8.3; and

'' 1934 Act ''

as defined in Clause 8.3.

 

1.2

Any reference in this Agreement to:

1.2.1

a " day " shall mean a calendar day;

1.2.2

a " party " or " parties " shall, unless the context otherwise requires, be construed as a reference to a party or the parties (as the case may be) to this Agreement; and

1.2.3

a " person " shall be construed as a reference to any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, company, Governmental Authority or other entity of any kind, and shall include any successor(by merger or otherwise) of such entity.

1.3

Statutes

Any references in this Agreement to statutory provisions shall be construed as references to those provisions as modified, amended or re-enacted from time to time.

1.4

Headings

The Clause and Schedule headings are inserted for convenience of reference only and shall not affect the construction of this Agreement.

1.5

Clauses and Schedules

Unless the context otherwise requires, references to Recitals, Clauses and Schedules are references to recitals and clauses hereof and schedules hereto, and references to this Agreement include the Schedules.

1.6

Gender and Plurals

Any reference to the masculine, feminine or neuter gender respectively includes the other genders and any reference to the singular includes the plural (and vice versa).

1.7

Time

Any reference to a time of day is a reference to London time.

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1.8

References

The words " hereof ", " herein ", " hereunder " and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

1.9

Currency

Unless otherwise specifically indicated, all dollar references in this Agreement are in USD.

1.10

Several Obligations

Except where expressly stated to the contrary, all obligations contained in this Agreement are several and not joint or joint and several.

2.

SHARE TRANSFER

2.1

Subject to the ROFR Rights and the provisions of Clauses 2.2, 2.3 and 8.7, on and with effect from Completion, each Seller hereby agrees to transfer to MobiFon Holdings (and in the case of three (3) MobiFon Shares held by Deraso, Deraso agrees to transfer one to each Individual Purchaser) the MobiFon Shares owned by them as set forth in Part C of Schedule 4, together with all rights and title attached thereto, except for the entitlement to receive their respective pro rata share of the dividend declared on March 26, 2004 on the MobiFon Shares (the " MobiFon Dividend ") in the amount of approximately ROL 24,233.7259 per MobiFon Share (ROL 4,607,140,064,000 in the aggregate for all common shares of MobiFon outstanding as of March 26, 2004), which shall remain the property of the Sellers and be paid to them by MobiFon when distributed in accordance with the terms of the resolution adopted on March 26, 2004 by MobiFon's shareholders.

2.2

For the MobiFon Shares transferred by the Sellers to MobiFon Holdings and the Individual Purchasers, TIW shall, on behalf of MobiFon Holdings and the Individual Purchasers, pay to the Sellers:

2.2.1

with respect to 4,203,310 MobiFon Shares (or such lesser number in the event ROFR Rights are exercised), allocated among the Sellers as per Part C of Schedule 4, a cash consideration per MobiFon Share (the " Cash Consideration ") equal to the Exchange Ratio (as defined below) multiplied by US$7.74, for a maximum aggregate cash consideration of US$36,632,855; and

2.2.2

with respect to 25,185,168 MobiFon Shares (or such lesser number in the event ROFR Rights are exercised), allocated among the Sellers as per Part C of Schedule 4, a consideration in kind in the form of common shares of TIW's share capital (such shares to be issued by TIW to the Sellers, the '' TIW Shares '' ) equal to 1.126 TIW Shares for every MobiFon Share (the " Exchange Ratio "), for a maximum aggregate number of 28,358,499 TIW Shares.

2.3

If ROFR Rights are exercised as a consequence of which less than 29,388,478 MobiFon Shares are sold to MobiFon Holdings and the Individual Purchasers, the allocation of the MobiFon Shares to be purchased for cash and for TIW Shares

9

 

 

shall be proportional to the allocation of the MobiFon Shares currently existing between Clause 2.2.1 and Clause 2.2.2, and among the Sellers the allocation of the MobiFon Shares to be purchased shall be proportional to the allocation of the MobiFon Shares currently existing in Part C of Schedule 4.

3.

CONDITIONS PRECEDENT

3.1

The obligation of each Seller to transfer the MobiFon Shares to MobiFon Holdings and the Individual Purchasers under Clause 2 is conditional on the satisfaction of the Conditions set out in Schedule 1, Part A on or before the Termination Date and the issue by TIW on Completion of the TIW Shares and payment of the Cash Consideration to such Seller under Clause 2.

3.2

The obligation of TIW to issue the TIW Shares and pay the Cash Consideration to each Seller under Clause 2 (or, in respect of Deraso, to Kurisa or ROMGSM if Deraso and one of Marc van Campen or Tom Mitchell of Baker & McKenzie Amsterdam shall so instruct TIW in writing prior to Completion) is conditional on the satisfaction by such Seller of the Conditions set out in Schedule 1, Part B on or before the Termination Date and the delivery by such Seller on Completion of the MobiFon Shares to MobiFon Holdings and the Individual Purchasers under Clause 2.

3.3

The satisfaction of any Conditions set out in Schedule 1, Part A may be waived in respect of any Seller for the benefit of the Purchasers (with or without conditions) by such Seller sending written notice to that effect to the Purchasers and the other Sellers.  The waiver by a Seller shall not affect the obligations of the Purchasers towards the other Sellers or the obligation of the other Sellers to the Purchasers.

3.4

The satisfaction of any Conditions set out in Schedule 1, Part B may be waived for the benefit of any Sellers (with or without conditions) by the Purchasers by written notice to that effect to the Sellers.  The waiver by the Purchasers shall not affect the obligations of the other Sellers towards the Purchasers.

3.5

The parties shall use commercially reasonable efforts to ensure that the Conditions are satisfied as soon as possible after the date of this Agreement, and in any event prior to the Termination Date.  For the avoidance of doubt, neither the Sellers nor the Purchasers shall have any obligation whatsoever to procure that the shareholders in MobiFon either waive or not exercise their ROFR Rights. In furtherance of the foregoing, if prior to Completion AMFQ shall have objected to the information filed by TIW under Section 12 of the Securities Act (Quebec) (the '' Québec Act '') and Section 115 of the regulation respecting securities (Quebec) (the '' Québec Regulation '') in connection with the issuance of the TIW Shares, TIW shall use commercially reasonable efforts to promptly file a prospectus to qualify the issuance of the TIW Shares with AMFQ and the Ontario Securities Commission and obtain a receipt therefor.

3.6

Should any party become aware of anything which will or may prevent any of the Conditions from being satisfied it shall forthwith disclose the same to the other parties.

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4.

COMPLETION

4.1

With respect to the delivery of the TIW Shares by TIW to the Sellers (or, in respect of Deraso, to Kurisa or ROMGSM if Deraso and one of Marc van Campen or Tom Mitchell of Baker & McKenzie Amsterdam shall so instruct TIW in writing prior to Completion), Completion shall take place at the offices of TIW at 1250 René-Lévesque Blvd. West, 38 ^th floor, Montreal, Québec, Canada and with respect to the other actions to be taken to complete the MobiFon Share Transfer, Completion shall take place at the offices of MobiFon at Str. Avrig 3, Sector 2, 74228, Bucharest, Romania on the Completion Date or at such other place as shall be mutually agreed between the parties when all (but not some only) of the events described in this Clause 4 shall occur.

4.2

At Completion, each Seller and Deraso Shareholder shall deliver to TIW, or MobiFon Holdings, as the case may be, those documents and take those actions as set out in Schedule 2, Part B and each Seller shall transfer the MobiFon Shares to MobiFon Holdings and the Individual Purchasers as per Clause 2.1, free from any Encumbrances other than those created under the Loan Agreements, the Contract of Association or the Statutes and, together with all rights now or hereafter attaching or accruing thereto, including all rights to any dividend or other distribution declared after the date of this Agreement, except for the right to receive the MobiFon Dividend from MobiFon, which shall remain the property of the Sellers and shall be paid to the Sellers by MobiFon upon distribution.

4.3

At Completion, the Purchasers and the Individual Purchasers shall deliver to each Seller those documents and take those actions as set out in Schedule 2, Part A and TIW shall pay the Cash Consideration by wire transfer in the amounts listed in Schedule 4 (in each case, to the account specified by the applicable Seller to TIW in writing prior to Completion) and shall issue the TIW Shares to each Seller as per Clause 2.2 (or, in respect of Deraso, to Kurisa or ROMGSM if Deraso and one of Marc van Campen or Tom Mitchell of Baker & McKenzie Amsterdam shall so instruct TIW in writing prior to Completion) as validly issued fully paid and non-assessable common shares of TIW, free from any Encumbrances, together with all rights now or hereafter attaching or accruing thereto, including all rights to any dividend or other distribution declared after the Completion Date.

5.

WARRANTIES

5.1

TIW makes the Warranties set out in Schedule 3, Part A to and for the benefit of the Sellers and the Deraso Shareholders as of the date hereof and as of the Completion Date.  TIW and MobiFon Holdings, jointly and severally, make the Warranties set out in Schedule 3, Part B, to and for the benefit of the Sellers and the Deraso Shareholders as of the date hereof and as of the Completion Date.  The Warranties made by TIW and MobiFon Holdings as of the Completion Date shall be made subject to any further disclosures to the Sellers and the Deraso Shareholders made by TIW or MobiFon Holdings in writing on or before Completion in a form and substance satisfactory to ROMGSM, acting reasonably.  For the avoidance of doubt, any such further disclosures made to the Sellers and the Deraso Shareholders which are not in a form and substance satisfactory to ROMGSM, acting reasonably, shall entitle any of the Sellers to elect not to proceed to Completion, provided that this will not affect Completion with respect to the other Sellers.  For the purposes of repeating the Warranties as of the Completion Date, an express or implied reference in a Warranty to the "date of this Agreement" is to be construed as a reference to the Completion Date.

5.2

Each Seller makes the Warranties set out in Schedule 4, Part A, in respect of itself only, to and for the benefit of the Purchasers as of the date hereof and as of the Completion Date.  Each Deraso Shareholder makes the Warranties set out in Schedule 4, Part B, in respect of itself only and also makes the Warranties set out in Schedule 4, Part A, in respect of Deraso only, to and for the benefit of the Purchasers as of the date hereof and as of the Completion Date.  The Warranties made by the Sellers and Deraso Shareholders as of the Completion Date shall be made subject to any further disclosures made to the Purchasers on or before Completion in a form and substance satisfactory to the Purchasers, acting reasonably.  For the avoidance of doubt, any such further disclosures made by a particular Seller or Deraso Shareholder to the Purchasers which are not in a form and substance satisfactory to the Purchasers, acting reasonably, shall entitle the Purchasers to elect not to proceed to Completion with respect to such particular Seller or with respect to Deraso, in the case of a further disclosure made by a Deraso Shareholder, provided that this will not affect Completion with respect to the

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other Sellers.  For the purposes of repeating the Warranties as of the Completion Date, an express or implied reference in a Warranty to the "date of this Agreement" is to be construed as a reference to the Completion Date.

5.3

The parties are aware and acknowledge that they have entered into this Agreement in reliance on the Warranties given by each relevant party to the other which have induced it to enter into this Agreement.

5.4

The rights and remedies of a party in respect of any breach of the Warranties by the other party shall not be affected by any information of which such non-breaching party has knowledge (however acquired and whether actual, imputed or constructive) relating to the other party or the transactions contemplated in this Agreement, and shall survive Completion and shall not in any respect be extinguished or affected in any way by Completion.  

5.5

Each of the Warranties set out in each paragraph of Schedule 3 and Schedule 4 is separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement.

5.6

If in respect of, or in connection with, any breach of any of the Warranties any sum payable by way of compensation is subject to Taxes (which definition shall, for the purpose of this Clause 5.6 only, not include tax on net income), then a further amount shall be paid so as to secure that the net amount received is equal to the amount of compensation due to it in respect of such breach, less any sums recovered under insurance policies held by the party not in breach.

6.

TERMINATION

6.1

If, on or before the Completion Date, a Seller or Deraso Shareholder is in breach of a Warranty or another provision of this Agreement, the effect of which is to give rise to a Material Adverse Change in respect of such Seller or Deraso Shareholder, the Purchasers may by written notice to the other parties elect to proceed to

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Completion or terminate this Agreement with respect to such Seller, or with respect to Deraso, in the case of a breach by a Deraso Shareholder, provided that this will not affect the Completion with respect to the other Sellers.

6.2

If, on or before the Completion Date, either Purchaser is in breach of a Warranty or another provision of this Agreement, the effect of which is to give rise to a Material Adverse Change in respect of such Purchaser, such Seller may by written notice to the other parties elect to proceed to Completion or terminate this Agreement with respect to itself, provided that this will not affect the Completion with respect to the other Sellers.

6.3

If Completion does not occur as to the MobiFon Share Transfer between the Purchasers and a particular Seller on or before the Termination Date this Agreement shall terminate with respect to the MobiFon Share Transfer between the Purchasers and such particular Seller.

6.4

If either the Purchasers or any Seller terminate this Agreement pursuant to Clauses 6.1 or 6.2 or this Agreement terminates automatically by virtue of Clause 6.3, each party's further rights and obligations hereunder shall cease immediately on termination, provided however, that (i) termination does not affect a party's accrued rights and obligations at the date of termination and (ii) Clauses 9 (Notices), 10.2 (Entire Agreement), and 11 (Governing Law and Dispute Resolution) shall survive beyond such termination.

6.5

Except as set out in this Clause 6, no party may terminate or rescind this Agreement, either before or after Completion.

7.

INDEMNIFICATION

7.1

Each of the (i) Purchasers jointly and severally as regards the Sellers and the Deraso Shareholders, (ii) Sellers and Deraso Shareholders severally as regards the Purchasers, and (iii) Deraso Shareholders jointly and severally as regards the Purchasers as to the covenants, warranties and representations of Deraso, covenant and agree, for a period of twelve (12) months following the Completion Date, to protect, indemnify and hold harmless the other parties from and against any and all losses, claims, damages, liabilities, costs or expense caused or incurred by reason of, or in any way arising, directly or indirectly, out of any breach or default of or under any representation, warranty, covenant or agreement of such party in this Agreement.  

7.2

In the event that any claim, action, suit or proceeding is brought or instituted against a party in the context of Clause 7.1, such party (an '' Indemnified Party '') shall promptly notify the person from whom indemnification is sought (the '' Indemnifying Party '') and the Indemnifying Party shall promptly retain counsel who shall be reasonably satisfactory to the Indemnified Party to represent the Indemnified Party in such claim, action, suit or proceeding, and the Indemnifying Party shall pay all reasonable fees and disbursements of such counsel relating to such claim, action, suit or proceeding.  No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought

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hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

7.3

The liability under this Agreement of each Seller and, in respect of its representations, warranties and covenants, each Deraso Shareholder shall not exceed the sum of (i) the cash consideration actually received by such Seller or Deraso Shareholder, as applicable, as a consequence of the MobiFon Share Transfer pursuant to Clause 2.2.1, plus (ii) 80% of the aggregate market price, as of Completion, of the TIW Shares actually received by such Seller or Deraso Shareholder, as applicable, as a consequence of the MobiFon Share Transfer pursuant to Clause 2.2.2.  The aggregate liability under this Agreement of each Deraso Shareholder in respect of its and Deraso's representations, warranties and covenants and otherwise shall not exceed the sum of (i) the cash consideration actually received by Deraso, Kurisa and ROMGSM, as the case may be, as a consequence of the MobiFon Share Transfer pursuant to Clause 2.2.1, plus (ii) 80% of the aggregate market price, as of Completion, of the TIW Shares actually received by Deraso, Kurisa and ROMGSM as a consequence of the MobiFon Share Transfer pursuant to Clause 2.2.2.

7.4

The aggregate liability of the Purchasers hereunder shall not exceed the sum of (i) the aggregate cash consideration paid to the Sellers pursuant to Clause 2.2.1, plus (ii) 80% of the aggregate market price, as of Completion, of the TIW Shares issued to the Sellers pursuant to Clause 2.2.2.

7.5

As used in Clause 7.3 and Clause 7.4, ''market price'' shall be determined by reference to the volume weighted average price of the shares of common stock in the share capital of TIW on Nasdaq or, if such shares are not traded on Nasdaq, on the Recognized Exchange on which such shares are traded, in each case, for the ten trading days immediately preceding (but not including) the Completion Date.

8.

COVENANTS

8.1

Pre-Completion Covenants

8.1.1

Between the date hereof and the Completion Date, each party hereto covenants and agrees that it shall promptly notify the other parties of the occurrence, or non-occurrence of any event, which would be likely to cause any Conditions to be satisfied by it not to be satisfied.

8.1.2

Each Seller hereby covenants and agrees that it will send the Transfer Notice to all MobiFon shareholders as soon as practicable after the date hereof and in any event, no later than the third Business Day thereafter.

8.2

Business of TIW

TIW covenants and agrees:

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8.2.1

to, between the date hereof and Completion, use its best efforts to ensure that no dividends are declared or paid or common share repurchases commenced or carried out or any other distributions are declared or made by TIW;

8.2.2

to, between the date hereof and Completion, not amend its governing instruments;

8.2.3

to, between the date hereof and Completion, conduct its business in the ordinary and usual course and so as to maintain the same as a going concern and, in particular, TIW covenants and agrees not to issue, pursuant to a rights offering or similar transactions (a " Rights Offering ") offered to any of its then existing shareholders, any common shares of TIW or securities convertible into common shares of TIW (the " TIW Securities ") at a discount of more than 10% to the then market price of TIW's common shares on the TSX or Nasdaq, whichever is the lower, at the time the transaction is publicly announced, unless TIW has offered each Seller the right to acquire that number of TIW Securities needed by each Seller to maintain the same proportionate equity interest in TIW it will have after completion of the MobiFon Share Transfer, under the same terms and conditions as the Rights Offering.

8.3

Rule 144 Information Rights.

At any time when TIW is neither subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the " 1934 Act "), nor exempt from the filing requirements of the 1934 Act pursuant to Rule 12g3-2(b) thereunder, TIW agrees to furnish holders and prospective purchasers of TIW Shares with the information required by Rule 144A(d)(4) under the United States Securities Act of 1933, as amended (the " 1933 Act ").

8.4

TIW Shares.  

8.4.1

TIW hereby covenants and agrees that (i) it will use best efforts to make the required filing with Nasdaq with respect to the quotation of the TIW Shares, as soon as possible, and in any event within ten (10) days following Completion, and (ii) throughout the period ending on the eighteen-month anniversary of Completion, it will use commercially reasonable efforts to (a) maintain the listing of the class of shares of which the TIW Shares form a part on a Recognized Exchange, (b) ensure that the TIW Shares are listed or qualified and are freely tradable, subject to any restrictions on trading imposed by or provided for in this Agreement, on such Recognized Exchange, and (c) maintain its status as a reporting company under the 1934 Act.  

8.4.2

Each Seller and Deraso Shareholder hereby covenants and agrees that:

(a)

if required by any applicable Securities Laws, it will assist TIW or MobiFon Holdings, as the case may be, in filing such reports, undertakings and other documents with respect to the transfer of the MobiFon Shares and the issue of the TIW Shares as may be required of TIW or MobiFon Holdings, as the case may be, by any relevant securities commission or other regulatory authority, it being

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understood that TIW will be solely responsible for all expenses associated with such filings;

(b)

it will comply with its obligations under applicable Securities Laws regarding disclosure of its acquisition, or in the future, as the case may be, disposition of TIW Shares and, if required, file such reports or other documents with any relevant securities commission or other regulatory authority and issue such press release disclosing such acquisition or disposition; and

(c)

it will not resell the TIW Shares in Canada or in the United States except in accordance with the Securities Laws.

8.5

Lock-up.

8.5.1

(a) Each Seller as regards the TIW Shares acquired by it, and (b) each Deraso Shareholder as regards the TIW Shares acquired by Deraso and subsequently distributed or otherwise transferred by Deraso, Kurisa or ROMGSM, as the case may be, to such Deraso Shareholder, in each case covenants and agrees that, unless TIW consents in writing, it will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any common shares of TIW (including, without limitation, common shares of TIW that may be deemed to be beneficially owned by a Seller or a Deraso Shareholder in accordance with the Securities Laws and common shares of TIW that may be issued upon exercise of any option or warrant or securities convertible or exchangeable for common shares of TIW beneficially owned by a Seller or a Deraso Shareholder) or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the common shares of TIW, whether any such transaction described in clause (1) or (2) above (a " Prohibited Share Transaction ") is to be settled by delivery of common shares of TIW or other securities, in cash or otherwise, for a period (the '' Lock-Up Period '') of:

(a)

regarding 50% of the TIW Shares it acquires hereunder, twelve (12) months from the Completion Date;

(b)

regarding 16.7% of the TIW Shares it acquires hereunder, nine (9) months from the Completion Date;

(c)

regarding 16.7% of the TIW Shares it acquires hereunder, six (6) months from the Completion Date; and

(d)

regarding 16.6% of the TIW Shares it acquires hereunder, three (3) months from the Completion Date.

8.5.2

For the avoidance of doubt, Clause 8.5.1 shall not apply to the following transactions: (a) a sale, transfer, disposal or other transaction of a nature described in Clause 8.5.1 in respect of shares of TIW acquired by a Seller or a Deraso Shareholder other than the TIW Shares, provided such shares are not

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acquired in the context of a derivatives or monetization transaction regarding the TIW Shares acquired hereunder, (b) the transfer by Deraso, Kurisa or ROMGSM of any of the TIW Shares to any of ROMGSM , Kurisa or the Deraso Shareholders, (c) the transfer by Devaynes of any of the TIW Shares acquired by it under this Agreement to Baring Communications Equity (Emerging Europe) Ltd. and (d) the transfer by Upson of any of the TIW Shares acquired by it under this Agreement to Bancroft Romania, L.P., in each case after the relevant 40-day restricted period set forth in Clause 12 of Schedule 4, Part A.

8.5.3

If a Seller or a Deraso Shareholder breaches its covenants under Clause 8.5.1, the Lock-Up Period shall automatically be extended to twelve (12) months from the Completion Date for all the TIW Shares that such breaching party holds as a result of the consummation of the MobiFon Share Transfer hereunder and such breaching party shall no longer benefit from the rights set forth under Clause 8.6 hereof; provided, however, that this shall not prevent the non-breaching parties from seeking any other available remedy against this breach or shall not limit in any way the claim resulting from such breach, if any.

8.5.4

If TIW breaches its covenants set forth under Clause 8.6, in a way that is materially adverse to any of the Sellers or Deraso Shareholders, the covenants of such party set forth under Clause 8.5.1 shall cease to be in force; provided however that this shall not prevent the non-breaching parties from seeking any other available remedy against this breach or shall not limit in any way the claim resulting from such breach, if any.

8.5.5

Notwithstanding Clause 8.5.1 but subject to Clause 8.5.3, the TIW Shares acquired by the Sellers or Deraso Shareholders as a result of the consummation of the MobiFon Share Transfer may be sold pursuant to Clause 8.6, provided, however that such TIW Shares to be sold pursuant to Clause 8.6 will be taken in the following chronological order:  (i) first, from the TIW Shares no longer subject to the Lock-Up Period, (ii) next, from the next tranche to be released from the Lock-Up Period immediately after the Secondary Offering (as defined below), and (iii) thereafter, from the subsequent tranches to be released from the Lock-Up Period.

8.5.6

Upon the release of any TIW Shares from the Lock-up Period, TIW shall, upon the request of and without charge to any Seller or Deraso Shareholder, (i) instruct the transfer agent to replace any share certificate relating to such TIW Shares with a new share certificate, which new share certificate shall not evidence the transfer restrictions provided for in Clause 8.5.1, and (ii) provide such evidence as the transfer agent shall require that such TIW Shares are no longer subject to the Lock-Up Period and otherwise generally co-operate with the Sellers and the Deraso Shareholders in the issuance of new share certificates in connection with any permitted transfer by them of the TIW Shares.

8.6

Concurrent Registration Rights

Notwithstanding the terms of Clause 8.5.1, if at any time during the period of eighteen (18) months after the Completion Date, TIW shall determine to register under the 1933 Act or effect the qualification under Canadian Securities Laws (as defined in the

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Registration Rights Agreement), or effect a registration or qualification under the applicable laws and listing rules with respect to any exchange on which TIW Shares are listed (the '' Other TIW Exchange ''), or so registers or qualifies, any of its equity securities (or securities convertible or exchangeable into equity securities) in a secondary offering (the '' Secondary Offering ''), (a) TIW shall give written notice thereof to each Seller and Deraso Shareholder as soon as practicable after TIW determines to register or qualify securities under a Secondary Offering and each such notice shall include a list of the jurisdictions in which TIW intends to attempt to qualify such securities or the distribution thereof, as applicable, under the 1933 Act, applicable blue sky or other state securities la