Oskar Holdings N.V.: Share Transfer Agreement - Prepared by TNT Filings Inc.



 



Exhibit 4.23

EXECUTION COPY 

Dated December 21, 2004 

(1) TELESYSTEM INTERNATIONAL WIRELESS INC.


(2) CLEARWAVE N.V. 

- and - 

(3) SELLERS LISTED IN SCHEDULE 4, PART B 


 

SHARE TRANSFER AGREEMENT


relating to
the transfer of shares in 

OSKAR HOLDINGS N.V. 


 

    
  



	 
	
    TABLE OF CONTENTS
	 	 	 	 
	 	 	Page	 
	 	 	 	 
	1.	DEFINITIONS AND
    INTERPRETATION	2	 
	2.	SHARE TRANSFER	10	 
	3.	CONDITIONS PRECEDENT	11	 
	4.	COMPLETION	11	 
	5.	WARRANTIES	12	 
	6.	TERMINATION	13	 
	7.	INDEMNIFICATION	14	 
	8.	COVENANTS	15	 
	9.	NOTICES	23	 
	10.	GENERAL PROVISIONS	24	 
	11.	GOVERNING LAW AND
    DISPUTE RESOLUTION	27	 



 

	
    i 






SHARE TRANSFER AGREEMENT 

DATE: 
       
December 21, 2004 
PARTIES:


	
  
  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");

 

	
  CLEARWAVE N.V.,
  a public limited
  liability company organised and existing under the laws of The Netherlands and
  having its registered office at World Trade Center, Strawinskylaan 707,
  Amsterdam 1077 XX, The Netherlands ("Clearwave");

 

	
  SELLERS,
  being the Persons whose names appear in Part B of Schedule 4 (each, a 
  "Seller"
  and collectively, the 
  "Sellers");




 

	
    1






RECITAL: 


	
  Each Seller is the beneficial and legal owner of the number
  of Class B Shares with a nominal value of €1.00 each (collectively, the "Subject
  Shares") in the share
  capital of Oskar Holdings set forth next to such Seller's name in Part B of
  Schedule 4.

 

	
  The Sellers wish
  to transfer all of the Subject Shares to Clearwave, and TIW wishes to pay for
  the Subject Shares, on behalf of its subsidiary Clearwave, in common shares of
  TIW's share capital, upon the terms and conditions set forth below (the "Subject
  Share Transfer").




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;
	 	 
	"Advent
      Sellers" 	
      collectively, Advent Partners Limited Partnership,
      Advent Private Equity Fund - Central Europe Limited Partnership, ACEE II-A
      Co-Investment Fund Limited Partnership, Advent Central & Eastern Europe
      II, Limited Partnership, Advent Central & Eastern Europe II-A Limited
      Partnership, Advent Central & Eastern Europe II-B Limited Partnership,
      Advent Central & Eastern Europe II-L Limited Partnership, Advent PGGM
      Global Limited Partnership, and The Czech and Slovak Private Equity Fund
      L.P.; 

	 	 
	"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, 





	 
	
    2







  	 	
      where "own" means ownership of more than 50 per cent of
      the voting interests or rights of the specified person; 

	 	 
	"Agreement"
      	this
      Share Transfer Agreement;
	 	 
	"AMFQ"
      	
      Autorité des marchés financiers du Québec; 
	 	 
	"Articles
      of Association" 	the
      articles of association of Oskar Holdings as amended from time to time;
      
	 	 
	"Blackout
      Period" 	as
      defined in Schedule 6; 
	 	 
	
      "Business Combination" 	as
      defined in Clause (iii) of the definition of Change of Control; 
      
	 	 
	"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
      London, England, the Netherlands, the State of New York in the United
      States of America, and the Province of Québec, Canada, for the transaction
      of ordinary business; 

	 	 
	
      "Change in the Board Majority" 	as
      defined in Clause (ii) of the definition of Change of Control; 
      
	 	 
	
      "Change of Control" 	shall
      be deemed to have occurred in respect of a person if:
      (i) a "person" or "group" within the meaning of
      Sections 13(d) and 14(d)(2) of the 1934 Act (other than the Existing
      Shareholders) becomes the ultimate "beneficial owner" as defined in Rule
      13d-3 under the 1934 Act of more than a majority, on a fully diluted
      basis, of the total voting power of the capital stock of such person of
      any class or kind ordinarily having the power to vote for the election of
      directors of such person; or 

      (ii) individuals who on the date hereof constituted the
      board of directors of such person (together with any new directors whose
      election by such board of directors or whose nomination for election to
      such board of directors by such person's shareholders was approved by a
      vote of at least two-thirds of the members of such board of directors then
      in office who either were members of such board of directors on such date
      or whose election or nomination for election was 





	 
	
    3







  	 	
      previously so approved cease for any reason to
      constitute a majority of the members of the board of directors of such
      person then in office (a "Change in the Board Majority"), and a
      "person" or "group" within the meaning of Sections 13(d) and 14(d)(2) of
      the 1934 Act (other than the Existing Shareholders) has become, at any
      time during the 120 days before the Change in Board Majority, the ultimate
      "beneficial owner" (as defined in the Rule 13d-3 under the 1934 Act) of
      more than 33 1/3% of the total voting power of the capital stock of such
      person of any class or kind ordinarily having the power to vote for the
      election of directors of such person on a fully diluted basis; or 

      (iii) there is consummated either (A) a merger,
      amalgamation, plan of arrangement, consolidation, reorganization, share
      exchange or issuance of securities involving such person (each a 
      "Business Combination") unless, immediately after such Business
      Combination, all or substantially all of the individuals and entities who
      were the beneficial owners of voting capital of such person immediately
      before the Business Combination continue to beneficially own, directly or
      indirectly, more than 66 2/3% of the then outstanding voting capital of
      the resulting or acquiring entity in such Business Combination (which
      shall include, without limitation, a corporation which as a result of such
      transaction owns such person or substantially all of such person's assets
      either directly or indirectly) in substantially the same proportions as
      their respective ownership in the outstanding voting capital immediately
      before such Business Combination; or (B) the sale or other disposition of
      any of such person's assets for gross proceeds equal to at least
      two-thirds of the then private enterprise value of such person; 
      

	 	 
	"Clearwave"
      	as
      defined in paragraph (2) under the heading "Parties"; 
	 	 
	"Completion"
      	
      the completion of the Subject 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; 





	 
	
    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, New York time, on the tenth
      Business Day after such date or such other time and date as the parties
      may agree;

	 	 
	"Concurrent
      Secondary Offering"	as
      defined in Clause 8.7; 
	 	 
	"Conditions"
      	the
      conditions precedent referred to in Clauses 3.1 and 3.2; 
	 	 
	"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; 

	 	 
	"Documented
      Sale" 	as
      defined in Schedule 6; 
	 	 
	"EMP
      Sellers" 	
      collectively, EEIF Czech N.V. and Emerging Europe Infrastructure Fund
      C.V.; 
	 	 
	"EBRD"
      	
      European Bank for Reconstruction and Development; 
	 	 
	"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; 

	 	 
	"Exempt
      Seller" 	
      each Seller that is not identified as having been
      organized under the laws of the United States, or one of the states,
      territories or possessions thereof, under the heading "Laws of
      Incorporation" in Schedule 4, Part B hereof, and, 





	 
	
    5







  	 	for the
      avoidance of doubt, the EBRD shall be an Exempt Seller; 
	 	 
	
      "Existing Shareholders" 	the
      parties to the Registration Rights Agreement, other than TIW; 
	 	 
	"Exit
      Agreement" 	
      the Amended and Restated Exit Agreement dated May 3,
      2001 among TIW, Clearwave and the Investors identified therein; 
      

	 	 
	"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 the Czech Republic or
      elsewhere; 

	 	 
	"Indemnified
      Party" 	as
      defined in Clause 7; 
	 	 
	"Indemnifying
      Party" 	as
      defined in Clause 7; 
	 	 
	"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;

	 	 
	"Lock-Up
      Period" 	as
      defined in Clause 8.5.1; 
	 	 
	"Management
      Accounts" 	
      TIW's unaudited balance sheet as at September 30, 2004,
      together with its profit and loss account and cash flow statement for the
      three- and nine-month periods ending September 30, 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
      





	 
	
    6







  	 	with
      any of its obligations under this Agreement or making its Warranties
      hereunder; 
	 	 
	"NASD"
      	as
      defined in Clause 8.7.3; 
	 	 
	"Nasdaq"
      	
      Nasdaq National Market or, in the event the common
      shares of TIW 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; 

	 	 
	"Oskar
      Holdings" 	
      Oskar Holdings N.V., a public limited liability company
      organised and existing under the laws of The Netherlands and having its
      registered office at World Trade Center, Strawinskylaan 707, Amsterdam
      1077 XX, The Netherlands; 

	 	 
	"Other
      TIW Exchange" 	as
      defined in Clause 8.7; 
	 	 
	"Prohibited
      Share Transaction" 	as
      defined in Clause 8.5.1; 
	 	 
	"Purchasers"
      	TIW and
      Clearwave; 
	 	 
	"Québec
      Act" 	as
      defined in Clause 3.5; 
	 	 
	"Québec
      Regulation" 	as
      defined in Clause 3.5; 
	 	 
	"Recognized
      Exchange" 	
      Nasdaq, New York Stock Exchange, Toronto Stock
      Exchange, American Stock Exchange or London Stock Exchange; 

	 	 
	"Registrable
      Shares" 	as
      defined in Schedule 6; 
	 	 
	"Registration
      Expenses" 	as
      defined in Clause 8.7.3; 
	 	 
	"Registration
      Rights Agreement" 	
      the Amended and Restated Registration Rights Agreement,
      dated as of 6 May 2004, between, amongst others, Telesystem Ltd.,
      9111-1369 Quebec Inc., Caisse de depot et placement du Quebec, certain
      funds advised by Emerging Markets Partnership (Europe) Limited, certain
      affiliates of JP Morgan Partners LLC, U.F. Investment (Barbados) Ltd. and
      TIW, and certain affiliates; 

	 	 
	"Release
      Date" 	as
      defined in Clause 8.5.1; 
	 	 
	
      "Reorganization Event" 	as
      defined in Clause 8.7; 
	 	 
	"Rights
      Offering" 	as
      defined in Clause 8.2.3; 




	 
	
    7







  	"SEC"
      	United
      States Securities and Exchange Commission; 
	 	 
	"Secondary
      Offering" 	as
      defined in Clause 8.7; 
	 	 
	"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; the
      1995 Act on the Supervision of the Securities Trade (Wet toezicht
      effectenverkeer 1995) and the rules and regulations made thereunder,
      together with applicable published policy statements and orders from the
      Netherlands Authority for the Financial Markets; 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; 

	 	 
	
      "Seller" and "Sellers" 	as
      defined in paragraph (3) under the heading "Parties"; 
	 	 
	"Selling
      Expenses" 	as
      defined in Clause 8.7.3; 
	 	 
	"Share
      Transfer Documents" 	as
      defined in Clause 10.2.1; 
	 	 
	"Shareholders
      Agreement" 	
      the Amended and Restated Shareholders Agreement dated
      May 4, 2001 among Clearwave, TIW, Oskar Holdings (f/k/a TIW Czech N.V.)
      and the Investors identified therein; 

	 	 
	"Shelf
      Registration Statement" 	as
      defined in Schedule 6; 
	 	 
	"Subject
      Shares" 	as
      defined in Recital (A); 
	 	 
	"Subject
      Share Transfer" 	as
      defined in Recital (B); 
	 	 
	"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 





	 
	
    8







  	 	
      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" 	
      February 28, 2005; 
	 	 
	"TIW"
      	as
      defined in paragraph (1) under the heading "Parties"; 
	 	 
	"TIW
      Shares"	as
      defined in Clause 2.2; 
	 	 
	"TIW
      Securities" 	as
      defined in Clause 8.2.3; 
	 	 
	"TSX"
      	Toronto
      Stock Exchange; 
	 	 
	"Unanimous
      Shareholders Resolution" 	as
      defined in Clause 8.9; 
	 	 
	"USD"
      	denotes
      the lawful currency from time to time of the United States of America;
      
	 	 
	
      "Waiver" 	
      the waiver and consent of the Existing 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 8.7 hereof, in form and
      content substantially as set forth in Schedule 7 hereto; 

	 	 
	"Warranties"
      	the
      warranties set out in Schedules 3 and 4; 
	 	 
	"1933
      Act" 	as
      defined in Clause 8.3; 
	 	 
	"1934
      Act" 	as
      defined in Clause 8.3; and 
	 	 
	"2003
      20-F" 	TIW's
      annual report on Form 20-F for the fiscal year ended December 31, 2003.
      


  
  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 

  




	
    9







  
    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 

  
  Unless the context otherwise requires, any reference to a time of day is a
  reference to London time. 

  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 provisions of Clause 2.2, on and with effect from Completion, each
  Seller hereby agrees to transfer to Clearwave the Subject Shares owned by it
  as set forth in Part B of Schedule 4, together with all rights and title
  attached thereto. 




	
    10







  2.2         For the
  Subject Shares transferred by the Sellers to Clearwave, TIW shall, on behalf
  of Clearwave, pay to each Seller 18.488 common shares of TIW for each Subject
  Share owned by such Seller (such shares to be issued by TIW to the Sellers
  pursuant to this Agreement, the "TIW Shares"). 




3.         CONDITIONS PRECEDENT 



  3.1         Conditions Applicable to
  Sellers. 

  The obligation of each Seller to transfer the Subject
  Shares to Clearwave under Clause 2.1 is conditional on the satisfaction of all
  Conditions set out in Schedule 1, Part A on or before the Termination Date and
  the issue by TIW on the Completion Date of the TIW Shares to such Seller under
  Clause 2. 

  3.2         Conditions Applicable to
  Purchasers. 

  The obligation of TIW to issue the TIW Shares to a Seller
  under Clause 2.2 is conditional on the satisfaction of the Conditions set out
  in Schedule 1, Part B on or before the Termination Date and the delivery by
  such Seller on the Completion Date of the Subject Shares to Clearwave under
  Clause 2.1. 

  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 for
  the benefit of a Seller 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. In furtherance of the
  foregoing, if prior to the Completion Date 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 reasonably be expected to
  prevent any of the Conditions from being satisfied it shall forthwith disclose
  the same to the other parties. 




4.         COMPLETION 



  4.1         With
  respect to the delivery of the TIW Shares by TIW to the Sellers, Completion
  shall take place at the offices of TIW at 1250 René-Lévesque Blvd. West, 38th
  floor, Montreal, Québec, Canada, and with respect to the other actions to be
  taken to 




	
    11







  complete the Subject Share Transfer, Completion shall take
  place at the offices of Oskar Holdings at World Trade Center, Strawinskylaan
  707, Amsterdam 1077 XX, The Netherlands or at such other place as shall be
  mutually agreed between the Sellers and the Purchasers on the Completion Date
  when all (but not some only) of the events described in this Clause 4 shall
  occur. 

  4.2         On the
  Completion Date, each Seller shall deliver to TIW, or Clearwave, 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 Subject Shares to Clearwave as per
  Clause 2.1, free from any Encumbrances 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. 

  
    4.2.1         If
    Oskar Holdings declares any dividend or other distribution between the date
    of this Agreement and the Completion Date to shareholders of record before
    the Completion Date, each Seller shall deliver to the Purchasers on the
    Completion Date (or the payment date of such dividend or other distribution,
    if such date is later than the Completion Date), in addition to the Subject
    Shares, an amount per Subject Share equal to the per share dividend or
    distribution. 

  

  4.3         On the
  Completion Date, the Purchasers shall deliver to each Seller those documents
  and take those actions as set out in Schedule 2, Part A and shall issue the
  TIW Shares to each Seller as per Clause 2.2 as validly issued fully paid and
  non-assessable common shares of TIW, free from any Encumbrances other than
  those created by the Sellers and their Affiliates, as the case may be, and
  those transfer restrictions created by Clause 8.5, 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. 

  
    4.3.1         If
    TIW declares any dividend or other distribution between the date of this
    Agreement and the Completion Date to shareholders of record before the
    Completion Date, the Purchasers shall deliver to each Seller on the
    Completion Date (or the payment date of such dividend or other distribution,
    if such date is later than the Completion Date), in addition to the TIW
    Shares, an amount per TIW Share equal to the per share dividend or
    distribution. 

  




5.         WARRANTIES 



  5.1         TIW
  makes the Warranties set out in Schedule 3, Part A to and for the benefit of
  the Sellers as of the date hereof, and as of the Completion Date. TIW and
  Clearwave, jointly and severally, make the Warranties set out in Schedule 3,
  Part B, to and for the benefit of the Sellers as of the date hereof and as of
  the Completion Date. Notwithstanding anything in this Agreement or in Schedule
  3 to the contrary, the parties agree that TIW and Clearwave make no warranties
  as to the securities Laws of any jurisdiction other than Canada and the United
  States of America. The Warranties made by TIW and Clearwave as of the
  Completion Date shall be made subject to any further disclosures to a Seller
  made by TIW or Clearwave in writing on or before Completion in a form and
  substance satisfactory to such Seller, acting reasonably. For the avoidance of
  doubt, any such further disclosures made to a Seller which are not in a form
  and substance satisfactory to a Seller, acting reasonably, shall entitle such
  Seller to elect not to proceed to Completion, provided that this will not
  affect 




	
    12







  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. The Warranties made by the Sellers 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 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, 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. 

  5.3         Each
  party is aware and acknowledges that it has 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 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, the Purchasers may by written notice
  to the other parties elect to proceed to Completion or terminate this
  Agreement with respect to such Seller, provided that this will not affect the
  Completion with respect to the other Sellers. 

  6.2         If, on or before the
  Completion Date, any Purchaser is in breach of a Warranty or another provision
  of this Agreement, the effect of which is to give rise to a Material 




	
    13







  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 Subject Share Transfer between the Purchasers and a particular
  Seller on or before the Termination Date this Agreement shall terminate with
  respect to the Subject Share Transfer between the Purchasers and such
  particular Seller (but as to such Seller only). 

  6.4 
        
  If either the Purchasers or any Seller terminates this Agreement pursuant to
  Clauses 6.1 or 6.2 or this Agreement terminates automatically by virtue of
  Clause 6.3, each relevant 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 7 (Indemnification), 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 each of the
  Sellers and (ii) Sellers severally as regards the Purchasers, covenant and
  agree, (a) 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 or warranty of such party
  in this Agreement, and (b) for a period of eighteen (18) 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 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 approved by the Indemnified
  Party, acting reasonably, 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 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 




	
    14







  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 of each Seller to the Purchasers hereunder shall not exceed the
  product of USD 11.6236 and the number of TIW Shares to which such Seller is
  entitled as a consequence of the Subject Share Transfer pursuant to Clause
  2.2. 

  7.4         The
  aggregate liability of the Purchasers to a Seller hereunder shall not exceed
  the product of USD 11.6236 and the number of TIW Shares to which such Seller
  is entitled as a consequence of the Subject Share Transfer pursuant to Clause
  2.2. 




8.         COVENANTS 



  8.1        
  Pre-Completion Covenants 

  
  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 nonoccurrence of any event, which would be likely to cause
  any Conditions to be satisfied by it not to be satisfied. In addition, TIW
  covenants and agrees that it shall promptly notify the Sellers upon becoming
  aware that a Condition has been satisfied. 

  8.2         Business of TIW 

  TIW covenants and agrees: 

  
    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
    Subject 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 




	
    15







  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 the Completion Date, 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 in Canada on the TSX,
    subject to any restrictions on trading imposed by this Agreement, and (c)
    maintain its status as a reporting company under the 1934 Act. 

    8.4.2         Each Seller hereby
    covenants and agrees that: 

  



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

      (c) it will not resell the TIW Shares in Canada, in The Netherlands or
      in the United States except in accordance with the Securities Laws; and
      

      (d) the share certificates in relation to the TIW
      Shares to be received by the Exempt Sellers shall have the legends set
      forth on Schedule 9, and the share certificates in relation to the TIW
      Shares to be received by Sellers other than the Exempt Sellers shall have
      the legends set forth on Schedule 10. 

    

  

  8.5         Lock-up. 

  
    8.5.1        
    Subject to the provisions of Clause 8.7, each Seller as regards the TIW
    Shares acquired by it under this Agreement covenants and agrees that, unless
    TIW consents in writing, it will not, directly or indirectly, (a) 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 

  




	
    16







  
    owned by a Seller 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 (b) 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 (a) or (b) 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") from the date hereof to up to twelve months after the
    Completion Date, with the partial release from such lock-up to occur on the
    first business day in each successive period of 45 days starting from 45th
    day after the Completion Date (each such day, a "Release Date"), as
    to 5%, 5%, 18.75%, 18.75%, 7.5%, 7.5%, 18.75% and 18.75%, respectively, of
    the TIW Shares on each Release Date, and the certificates evidencing such
    TIW Shares shall bear a legend evidencing the transfer restrictions provided
    for in this Clause 8.5.1. 

    8.5.2         For
    the avoidance of doubt, Clause 8.5.1 shall not apply to 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 other than the TIW Shares
    acquired by the Sellers as a result of the consummation of the Subject Share
    Transfer, provided such shares are not acquired in the context of a
    derivatives or monetization transaction regarding the TIW Shares acquired
    hereunder. 

    8.5.3         If
    a Seller materially 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 Subject Share Transfer hereunder and such
    breaching party shall no longer benefit from the rights set forth under
    Clause 8.7 hereof; provided, however, that this shall not prevent the
    non-breaching parties from seeking any other available remedy against this
    breach and shall not limit in any way the claim resulting from such breach,
    if any. 

    8.5.4        
    Notwithstanding Clause 8.5.1 but subject to Clause 8.5.3, the TIW Shares
    acquired by the Sellers as a result of the consummation of the Subject Share
    Transfer may be sold pursuant to Clause 8.7, provided, however, that such
    TIW Shares to be sold pursuant to Clause 8.7 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
    LockUp Period immediately after the Secondary Offering (as defined below),
    and (iii) thereafter, from the subsequent tranches to be released from the
    Lock-Up Period. 

    8.5.5        
    Upon the release of any TIW Shares from the Lock-up Period , TIW shall, upon
    the request of and without charge to any Seller, (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 in the 

  




	
    17







  
    issuance of new share certificates in connection with any permitted
    transfer by them of the TIW Shares. 

    8.5.6        
    Notwithstanding the foregoing, (i) the Lock-Up Period shall immediately
    terminate upon the occurrence of (a) a Change of Control in respect of TIW
    or (b) a material breach by TIW of its obligations under Clause 8.7, and
    (ii) Clause 8.5.1 shall not restrict or prevent any Seller from tendering
    any or all of the TIW Shares in any public tender or third party offer for
    shares of common stock of TIW which public tender or third party offer, if
    successful, could result in a Change of Control in respect of TIW (it being
    understood that if such TIW Shares are not acquired in such offer for any
    reason, the provisions of this Clause 8.5 shall be deemed to have otherwise
    remained in force without interruption with respect to such tendered TIW
    Shares). 

  

  
  8.6         
  Reorganization Event. 

  
  If there shall occur between the date hereof and the
  Completion Date: (i) a reclassification of the common shares of TIW, (ii) an
  exchange of the common shares of TIW into other shares or other securities of
  TIW or another entity, or (iii) a consolidation, amalgamation or merger of TIW
  with or into another entity (each a "Reorganization Event"), then, in
  lieu of the TIW Shares any Seller is entitled to receive hereunder, such
  Seller shall instead be entitled to receive and shall accept, in lieu of
  common shares of TIW, such other securities which such Seller would have been
  entitled to receive as a result of such Reorganization Event had such Seller
  been a holder of common shares of TIW at the time of such Reorganization
  Event. 

  8.7         Concurrent Registration
  Rights. 

  Provided that the Sellers have complied in all material
  respects with all their obligations under this Agreement, 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 Registration Rights Agreement), or
  effect a registration or qualification under the applicable laws and listing
  rules with respect to any exchange on which the common shares of TIW 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 in which any Existing Shareholder
  participates (the "Secondary Offering"), (a) TIW shall give written
  notice thereof to each Seller 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 laws or Canadian
  Securities Laws (as defined in the Registration Rights Agreement) or the
  applicable laws and rules with respect to the Other TIW Exchange, as
  applicable, and (b) each Seller shall be entitled, in addition to any rights
  any Seller may have under any other agreement pertaining to registration of
  securities of TIW that such Seller may hold, to have TIW register or qualify,
  concurrently with the Secondary Offering, (the "Concurrent Secondary
  Offering"), a number of TIW Shares in the same ratio to the total number
  of TIW Shares it then holds as the aggregate number of equity securities of
  TIW to be included by the Existing Shareholders in the Secondary Offering
  bears to the aggregate number of equity securities that such Existing 




	
    18







  Shareholders then hold, and that is specified in a written
  request or requests (which may specify all or any part of such TIW Shares, as
  the case may be) made by each Seller in good faith within ten (10) days after
  the date written notice is delivered by TIW, subject to the right of TIW to
  delay, or not to proceed with, such Secondary Offering and Concurrent
  Secondary Offering pursuant to the terms of the Registration Rights Agreement,
  on the following terms and conditions: 

  
    8.7.1         The
    underwriter for the Secondary Offering and the Concurrent Secondary Offering
    shall be chosen by TIW or as may be otherwise provided for in the
    Registration Rights Agreement, and each Seller that intends to include its
    TIW Shares in such registration or qualification shall (together with TIW
    and any other shareholders distributing their securities through such
    underwriting) enter into an underwriting agreement in customary form with
    the underwriter(s) (including, without limitation, customary lock-up
    provisions). Notwithstanding any other provision of this Clause 8.7, if the
    managing underwriter(s) advise(s) the participating shareholders and TIW in
    writing that marketing factors require a limitation on the number of
    securities to be underwritten, then the number of securities to be included
    in such registrations or qualifications under the Secondary Offering and the
    Concurrent Secondary Offering shall be allotted pro rata among the
    participating shareholders in the registered offering, including, without
    limitation, the Existing Shareholders and the Sellers, as the case may be,
    based upon the number of securities owned by such holders at the relevant
    time, provided however that in the case of the Sellers, the pro rata
    allocation shall only be based upon the number of TIW Shares acquired
    hereunder owned by such holders at the relevant time. 

    8.7.2        
    Notwithstanding the request made pursuant to Clause 8.7, each Seller shall
    have the right to withdraw its securities from any Concurrent Secondary
    Offering between the time the terms of such Concurrent Secondary Offering
    are agreed and the underwriting agreement related thereto is executed,
    provided, however, that if such Seller elects to withdraw its securities
    from such Concurrent Secondary Offering, it must give immediate oral notice,
    followed as soon thereafter as practicable by written notice, to TIW and the
    underwriter(s), it being understood that if such Seller executes the
    underwriting agreement it shall be deemed to have waived its rights under
    this Clause 8.7.2. Any securities excluded or withdrawn from such
    underwriting agreement shall not be included in such registration or
    qualification. 

    8.7.3         TIW
    shall pay all Registration Expenses, as hereinafter defined, incurred by TIW
    and the Sellers, as the case may be, in connection with complying with their
    obligations pursuant to this Agreement, provided, that such expenses shall
    not include Selling Expenses, as hereinafter defined. Selling Expenses shall
    be borne by the Sellers pro rata on the basis of the number of the
    securities so registered and sold by all participants. For the purposes of
    this Clause, (i) "Registration Expenses" shall mean all expenses
    incident to TIW's and the Sellers' performance of or compliance with their
    obligations under this Clause 8.7 and Clause 8.10, including, without
    limitation, all SEC, National Association of Securities Dealers ("NASD")
    and stock exchange, Nasdaq, TSX, Canadian Securities Commission or other
    applicable Canadian securities regulatory authority registration, listing
    and filing fees and expenses, fees and

  



	
    19







  
    expenses of compliance with applicable state securities
    or "blue sky" laws or other Securities Laws (including, without limitation,
    all fees and disbursements of counsel for the underwriters in connection
    with "blue sky" qualifications of common shares), printing expenses, escrow
    fees, messenger and delivery expenses, fees and disbursements of counsel for
    TIW and all independent certified public accountants or chartered
    accountants (including where applicable the expenses of any annual audit and
    "cold comfort" letters required by or incident to such performance and
    compliance), the disbursements of underwriters customarily paid in
    connection with secondary registered public sales of securities (including
    the fees and expenses of any "qualified independent underwriter" required by
    the NASD), fees of one U.S. and one Canadian counsel, as required, for all
    the Sellers participating in the Secondary Offering (which fees shall not
    exceed USD 20,000 in the aggregate per registration), fees and expenses of
    any special experts retained by TIW in connection with such registration,
    and fees and expenses of other persons retained by TIW (but not including
    any Selling Expenses) and (ii) "Selling Expenses" shall mean all
    underwriting discounts and fees and selling commissions and stock transfer
    taxes, if any, attributable to the sale of securities shares by the selling
    shareholders. 

    8.7.4        
    None of the Sellers shall be required to make any representations or
    warranties in connection with any registration or qualification other than
    representations and warranties as to (i) its ownership of its TIW Shares to
    be sold or transferred free and clear of all liens, claims and encumbrances,
    (ii) its power and authority to effect such transfer and (iii) such matters
    pertaining to compliance with Securities Laws as may be reasonably
    requested. Each Seller shall be obligated to provide an indemnity pursuant
    to any underwriting arrangements only with respect to information provided
    by it, any indemnity under any underwriting arrangements shall be several,
    not joint and several, among the Sellers selling TIW Shares and the
    liability of each such Seller will be in proportion to, and such liability
    will be limited to, the net amount received by each such Seller from the
    sale of its TIW Shares pursuant to such registration or qualification;
    provided, however, that TIW shall not be obligated to provide to the
    underwriters any indemnification regarding matters described in (i) through
    (iii) above. 

    8.7.5         If
    any shareholder of TIW benefiting from registration rights, including,
    without limitation, the parties to this Agreement, shall determine not to
    participate in a Secondary Offering or Concurrent Secondary Offering, (i)
    other participating shareholders in the Secondary Offering and Concurrent
    Secondary Offering shall have the right to include in such Secondary
    Offering and Concurrent Secondary Offering additional securities in an
    amount up to their respective pro rata share of the securities so withdrawn,
    and (ii) such nonparticipating shareholder shall not be prevented from
    participating in subsequent Secondary Offerings or Concurrent Secondary
    Offerings. 

    8.7.6         The
    rights under this Clause 8.7 may be exercised, with respect to an unlimited
    number of registrations or qualifications, whether such registration or
    qualification is done under blue sky laws or other compliance, or Canadian
    Securities Laws or other compliance, provided however that such rights are
    

    
  




	
    20








  
    exercised (i) within the period prescribed in this Clause
    8.7 and (ii) concurrently with, and pursuant to the same terms and
    conditions (other than specified differences provided in this Agreement) as,
    a Secondary Offering. The TIW Shares permitted to be included and so
    included in any Concurrent Secondary Offering shall be covered by the
    applicable agreement with the underwriters with respect to the Secondary
    Offering by the Existing Shareholders on the same terms as the purchase,
    underwriting or other arrangement with the Existing Shareholders in such
    agreement except as provided herein and customary for transactions of the
    kind contemplated. 

    8.7.7         In
    the event that any Seller shall waive the Condition set forth in Schedule 1,
    Part A, paragraph 5, the rights of such Seller under this Clause 8.7 shall
    not apply to the extent that such rights shall conflict with the rights of
    the Existing Shareholders under the Registration Rights Agreement. 

  

  
  8.8         Secondary Offering Before
  Completion Date. 

  If TIW proposes to close a secondary offering between the
  date hereof and the Completion Date in which the Sellers, or any of them,
  would have been able to participate had the Completion Date occurred prior to
  the date of such offering, then TIW shall (i) effect a primary issuance
  simultaneously with such secondary offering of a number of common shares of
  TIW designated by the Sellers, which number of common shares shall not exceed
  the number of TIW Shares that the Sellers would have been entitled to sell in
  the Concurrent Secondary Offering pursuant to Clause 8.7 and (ii) on the
  Completion Date, acquire the corresponding portion of the Subject Shares for
  cash at a price per share equal to the product of (a) the exchange ratio set
  forth in Clause 2.2 and (b) the offer price per share pursuant to the
  Secondary Offering less Selling Expenses per share, in lieu of the issuance of
  such number of TIW Shares. 

  8.9         Waiver of Rights. 

  The Sellers and Purchasers agree (subject, in the case of
  each Seller, to Completion occurring with respect to such Seller and in the
  case of Purchasers, with respect to each Seller to Completion occurring with
  respect to such Seller) that they hereby waive any and all rights they may
  have under sections 8 and 10 of the Shareholders Agreement in respect of the
  transactions contemplated hereby. In addition, the Sellers and TIW agree to
  suspend the operation of sections 13.1 and 14 of the Shareholders' Agreement,
  as well as the terms of the Unanimous Shareholders' Resolution dated as of 3
  December 1999, as amended and restated (the "Unanimous Shareholders
  Resolution"), until the Completion Date, it being understood that the
  Shareholders' Agreement will be terminated and the Unanimous Shareholders'
  Resolution will cease to have any effect as between the Purchasers and a
  Seller if and when Completion has occurred in respect of such Seller. 

  8.10        Registration of TIW Shares
  issued to Advent Sellers. 

  TIW agrees to use commercially reasonable efforts to
  arrange for the TIW Shares issued to the Advent Sellers to be registered for
  resale under the 1933 Act pursuant to a registration statement in accordance
  with the terms set forth in Schedule 6. 



	
    21







  8.11         Dutch Securities Laws
  Selling Restrictions. 

  The TIW Shares are not and will not be offered in or from
  The Netherlands other than to persons who trade or invest in securities in the
  conduct of their profession or trade as referred to in article 2 of the
  Exemption Regulation issued under the 1995 Act on the Supervision of the
  Securities Trade (Vrijstellingsregeling Wet toezicht effectenverkeer 1995),
  which includes banks, securities intermediaries (including dealers and
  brokers), insurance companies, pension funds, other institutional investors
  and commercial enterprises, which as an ancillary activity regularly invest in
  securities. 

  8.12         Removal of U.S.
  Securities Law Transfer Restriction Legends. 

  The legends required by Clause 8.4.2(d) will be removed by delivery of
  substitute certificate(s) without such legend in connection with a sale: 

  
    8.12.1        
    made pursuant to Regulation S under the Securities Act upon delivery of the
    certificate representing the TIW Shares so sold and a duly executed
    declaration of a Seller, in a form satisfactory to TIW's transfer agent and
    TIW acting reasonably: 

    
      (a)     stating that the sale of the securities
      represented thereby is being made in compliance with Rule 904 of
      Regulation S under the 1933 Act; and 

      (b)     certifying that: 

      
        (i)     the offer of such
        securities was not made to a person in the United States and either (x)
        at the time the buy order was originated, the buyer was outside the
        United States, or such Seller and any person acting on its behalf
        reasonably believe that the buyer was outside the United States, or (y)
        the transaction was executed in, on or through the facilities of the TSX
        and neither such Seller nor any person acting on its behalf knows that
        the transaction has been prearranged with a buyer in the United States;
        

        (ii)     neither such Seller nor
        any person acting on its behalf engaged in any directed selling efforts
        in connection with the offer and sale of such securities; 

        (iii)    the sale is bona fide and not for the purpose
        of "washing off" resale restrictions imposed because the securities are
        "restricted securities"; 

        (iv)   the sale is not a transaction or
        part of a series of transactions which, although in technical compliance
        with Regulation S under the 1933 Act is part of a plan or scheme to
        evade the registration requirements of the 1933 Act; and 

        (v)     the Seller is not an "affiliate" of TIW
        within the meaning of Regulation S under the 1933 Act. 

      

      (c)     Terms used in this Clause 8.12.1 have the
      meanings given to them by Regulation S under the 1933 Act. 

    

  



	
    22







  
    8.12.2         made
    (i) pursuant to an effective registration statement under the 1933 Act, (ii)
    after expiration of the 40-day distribution compliance period required by
    Regulation S under the 1933 Act, in the case of TIW Shares issued to Exempt
    Sellers, (iii) in reliance on and in accordance with Rule 144 under the 1933
    Act, or (iv) in reliance upon a letter from the staff of the SEC or an
    opinion of recognized securities law counsel in form and substance
    satisfactory to TIW and its counsel, acting reasonably, to the effect that
    such legend is not required for purposes of the 1933 Act and delivered to
    TIW's transfer agent and TIW. In the event of a sale or other disposition by
    a Seller pursuant to Rule 144 under the 1933 Act (other than pursuant to
    Rule 144(k)) of TIW Shares, if reasonably requested by TIW such Seller will
    supply TIW with evidence of compliance with such Rule. Upon receipt of such
    evidence of compliance the transfer agent shall effectuate the transfer of
    the TIW Shares sold as indicated in the letter evidencing such compliance.
    After expiration of the 40-day distribution compliance period required by
    Regulation S under the 1933 Act, Exempt Sellers shall also have the right,
    whether or not related to a sale of the TIW Shares sold to such Exempt
    Sellers pursuant to this Agreement, to request that TIW (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 8.4.2(d), and (ii) provide
    such evidence as the transfer agent shall require that such TIW Shares are
    no longer subject to the distribution compliance period and otherwise
    generally co-operate with the Sellers in the issuance of new share
    certificates in connection with any permitted transfer by them of the TIW
    Shares. 

  




9.         NOTICES 



  9.1         Any
  notice, communication or other document required to be given or served under
  this Agreement ("Notice") shall be in writing in English duly signed by
  or on behalf of the party giving it and may be delivered to any party by
  sending it by commercial courier or by facsimile to such party (with a copy by
  e-mail at the sole discretion of the party giving the Notice and provided that
  a failure to send a copy by e-mail shall not otherwise invalidate such Notice)
  at its address set forth below (or at its new address, as notified to each of
  the other parties in writing in accordance with this Clause): 

  
    9.1.1         in the
    case of TIW, to: 

    Telesystem International Wireless Inc. 

    1250 René Lévesque Street West, 38th Floor 

    Montreal, Québec 

    Canada H3B 4W5 

    Fax: +1 514 673 8314 

    Attn: General Counsel 

    9.1.2         in the
    case of Clearwave, to: 

    c/o Telesystem International Wireless Inc. 

    1250 René Lévesque Street West, 38th Floor 

  



	
    23







  
    Montreal, Québec 

    Canada H3B 4W5 

    Fax: +1 514 673 8314 

    Attn: General Counsel 

  



9.1.3         in the case of a
    Seller, to the address set forth for such Seller on Schedule 8 hereto, in
    each case with a copy to: 

    Weil, Gotshal & Manges 

    One South Place 

    London EC2M 2WG 

    England 

    Fax: +44 20 7903 0990 

    Attn: Kenneth E. Schiff, Esq. 

  
  


  9.2         Any
  Notice given by commercial courier shall be deemed to have been delivered on
  the second Business Day following the date it is dispatched and any Notice
  given by facsimile shall be deemed to have been delivered on the date that the
  facsimile is dispatched and confirmation of receipt (electronic or otherwise)
  is received and provided that if deemed receipt occurs before 9.00 a.m. on a
  Business Day the notice shall be deemed to have been received at 9.00 a.m. on
  that day, and if deemed receipt occurs after 5.00 p.m. on a Business Day, or
  on a day which is not a Business Day, the notice shall be deemed to have been
  received at 9.00 a.m. on the next Business Day. 

  9.3         Any Notice given by a
  Seller to TIW will be deemed to be given to all Purchasers and any Notice
  given to a Seller by TIW will be deemed to be given by all Purchasers. 




10.        GENERAL PROVISIONS 



  10.1        
  Successors and Assigns 

  
  No party shall be entitled to assign any of its rights and
  obligations under this Agreement without the prior written consent of each of
  the other parties, provided, however, that any party may, by written notice to
  all parties, assign any of its rights and obligations under this Agreement to
  one or more of its Affiliates. This Agreement shall be binding upon the
  parties and their respective successors (whether as the result of a merger or
  otherwise) and permitted assigns and no assignment by a party of its rights
  and obligations under this Agreement to a permitted assignee shall relieve the
  assigning party of its obligations under this Agreement. 

  10.2        
  Entire Agreement 

  
  
    10.2.1        
    This Agreement and the documents which are required by its terms to be
    entered into by the parties or any of them or which are referred to in this
    Agreement (together the "Share Transfer Documents"), together with
    the letter agreements with each Seller dated August 9 or 10, 2004, as
    applicable that pertains to the treatment of confidential information,
    constitute the entire agreement and understanding of the parties in
    connection with the exchange of 

  



	
    24







  
    the shares and other matters described in them and supersede any previous
    agreement between the parties relating to the subject matter of this
    Agreement. 

    10.2.2        
    Each party acknowledges and agrees that it has not entered into the Share
    Transfer Documents or any of them in reliance on any agreement, undertaking,
    representation, warranty, promise, assurance or arrangement of any nature
    whatsoever (whether or not in writing, whether express or implied, and
    whether or not in draft form) made or given by any person at any time prior
    to the execution of this Agreement in connection with the transactions
    described in the Share Transfer Documents (a "Pre-Contractual Statement"),
    which is not expressly set out in the Share Transfer Documents (or any of
    them). Each party irrevocably and unconditionally waives any claims, rights
    or remedies which it may otherwise have in relation to a Pre-Contractual
    Statement; provided always that this Clause 10.2 shall not exclude or limit
    any liability or any right which any party may have in respect of a
    Pre-Contractual Statement made or given fraudulently or dishonestly in
    circumstances where there has been wilful concealment. 

  

  
  10.3         Waiver 

  
  No delay or failure by any party to this Agreement to
  exercise any of its powers, rights or remedies under this Agreement shall
  operate as a waiver of them, nor shall any single or partial exercise of any
  such powers, rights or remedies preclude any other or further exercise of
  them. The remedies provided in this Agreement are cumulative and not exclusive
  of any remedies provided by law. No waiver by a party of any breach by any
  other party of any provision of this Agreement shall be deemed to be a waiver
  of any subsequent breach of that or any other provision of this Agreement. 

  10.4         Time of Essence 

  
  Time is of the essence of this Agreement in respect of any
  date or period mentioned in this Agreement and any date or period substituted
  by written agreement between the parties or otherwise. 

  10.5         Partnership 

  
  Nothing in this Agreement shall be deemed to constitute a
  partnership between the parties (or any of them) nor constitute any party the
  agent of any other party (unless otherwise expressly provided) or otherwise
  entitle any party to have authority to bind any other party for any purpose.
  

  10.6         Disclosure 

  
  The parties agree that letters dated August 9 or 10, 2004
  were signed, pertaining to the treatment of confidential information, which
  provisions shall form an integral part hereof. The parties further acknowledge
  that (i) the terms and conditions of this Agreement are strictly confidential
  and the parties agree to hold such terms and conditions in strict confidence
  and not to disclose them to any person until the 



	
    25







  Completion Date, except as may be otherwise permitted by
  this Agreement or required by law (including without limitation any order of a
  court of competent jurisdiction) or by the rules of any recognized stock
  exchange, or governmental or other regulatory body, unless such information,
  at the time of disclosure, is within the public domain, or, after disclosure,
  becomes readily and lawfully available to the industry or the public, other
  than by a breach of this Agreement, other than their respective shareholders,
  directors, general and limited partners, employees and representatives, it
  being understood that the disclosing party shall have the obligation to inform
  any person to whom the terms and conditions of this Agreement are disclosed of
  the confidential nature thereof; (ii) any information relating to the
  negotiation of this Agreement and any information exchanged between the
  parties in contemplation of entering into this Agreement or consummating the
  transactions contemplated hereby is strictly confidential and the parties
  agree to hold such information in strict confidence and not to disclose it to
  any person before or after Completion, except as may be otherwise permitted by
  this Agreement or required by law (including without limitation any order of a
  court of competent jurisdiction) or by the rules of any recognized stock
  exchange, or governmental or other regulatory body, unless such information,
  at the time of disclosure, is within the public domain, or, after disclosure,
  becomes readily and lawfully available to the industry or the public, other
  than by a breach of this Agreement, other than their respective shareholders,
  directors, general and limited partners, employees and representatives, it
  being understood that the disclosing party shall have the obligation to inform
  any person to whom such information is disclosed of the confidential nature
  thereof; and (iii) no party shall make any announcement with regard to this
  Agreement and the transactions contemplated hereby without obtaining the prior
  written consent of the other parties hereto, which consent shall not be
  unreasonably withheld or delayed. 

  10.7        
  Further Assurances 

  
  Each party hereto shall do and perform or cause to be done
  and performed all such further acts and things and shall execute and deliver
  all such other agreements, certificates, instruments and documents as any
  other party hereto may reasonably request in order to carry out the intent and
  accomplish the purposes of this Agreement. 

  10.8        
  Invalidity of Provision 

  
  The invalidity or unenforceability of any provision of this
  Agreement in any jurisdiction shall not affect the validity or enforceability
  of the remainder of this Agreement in that jurisdiction or the validity or
  enforceability of this Agreement, including that provision, in any other
  jurisdiction. The parties shall endeavour in good faith negotiations to modify
  any invalid, illegal or unenforceable provision of this Agreement to the
  extent necessary to make such provision valid, legal and enforceable. Each of
  the parties hereto agrees that it shall not allege the invalidity, illegality
  or unenforceability of this Agreement, or any one or more of the provisions
  contained herein. 



	
    26







  10.9         
  Counterparts 

  
  This Agreement may be executed in any number of
  counterparts or facsimile duplicates each of which shall be an original but
  such counterparts or facsimile duplicates shall together constitute one and
  the same agreement. 

  10.10        
  Costs 

  
  Subject to Clause 8.7.3, the Sellers and the Purchasers
  shall each be responsible for the expenses (including fees and expenses of
  legal advisers, accountants and other professional advisers) incurred by them,
  respectively, in connection with the negotiation and the finalization of the
  transactions contemplated hereby, provided however that the Purchasers shall
  be responsible for (i) all expenses relating to the fulfilment of the
  conditions provided in Schedule 1, Part A, paragraphs 2 and 3 and (ii) the
  expenses (including reasonable fees and expenses of legal advisers,
  accountants and other professional advisers) incurred by the Sellers directly
  related to the negotiation and the finalization of the transactions
  contemplated hereby up to, but not in excess of £200,000 for all Sellers in
  aggregate. Notwithstanding the foregoing, in the event that this Agreement is
  not completed as a result of a Seller's failure to complete the transactions
  contemplated hereby in breach of this Agreement, then the Purchasers shall not
  be obligated to pay any expenses of such Seller (but such Seller only) as
  provided in sub-Clause (ii) hereof. 




11.        GOVERNING LAW AND DISPUTE
RESOLUTION 



  11.1        
  Governing Law 

  
  This Agreement shall be governed by, and construed in all
  respects in accordance with, the laws of the State of New York, in the United
  States of America, without regard to whether the choice of law rules under New
  York law would result in the application of the law of another jurisdiction.
  

  
  11.2        
  Arbitration 

  
  
    11.2.1        
    Any dispute, controversy or claim arising out of or relating to this
    Agreement, or the breach, termination or invalidity hereof, shall be settled
    by arbitration in accordance with the UNCITRAL Arbitration Rules as at
    present in force. There shall be one arbitrator and the appointing authority
    shall be the London Court of International Arbitration. The seat and place
    of arbitration shall be London, England and the English language shall be
    used throughout the arbitral proceedings. The parties hereby waive any
    rights under the Arbitration Act 1996 or otherwise to appeal any arbitration
    award to, or to seek a determination of a preliminary point of law by, the
    courts of England. The arbitral tribunal shall not be authorised to take or
    provide, and each of the parties agrees that it shall not seek from any
    judicial authority, any interim measures of protection or pre-award relief
    against any other party, any provisions of UNCITRAL Arbitration Rules
    notwithstanding. 

    11.2.2         Each of the
    parties represents and warrants to the other parties that this Agreement and
    their obligations hereunder are commercial obligations, and 

  



	
    27







  
    confirm that they are not entitled to claim immunity from legal
    proceedings in an action brought for the enforcement of this Agreement. 

  




 

 



	
    28






IN WITNESS WHEREOF, the parties hereto, being duly
authorised and intending to be legally bound, have caused this Agreement to be
duly executed and delivered as of the date first above written. 


TELESYSTEM INTERNATIONAL WIRELESS INC. 


	By:	 
	 	
    Name:
	 	Title:
	 	 
	By:	 
	 	
    Name:
	 	Title:
	
    CLEARWAVE N.V.
	 	 
	 	 
	By:	 
	 	
    Name:
	 	Title:


 

 




	 
	 
	ABN AMRO Ventures B.V.


	 	 
	 	 
	By:	 
	 	
    Name:
	 	Title:



 

 




	 
	 
	Part'Com S.A.



	 	 
	 	 
	By:	 
	 	
    Henri de Lapparent
	 	 Chief Executive
    Officer



 

 




	 
	 
	Mediatel Capital
	By: Mediatel Management
	 
	 


	By:	 
	 	
    Name:
	 	Title:



 




	 
	 
	J.P. Morgan Partners (BHCA), L.P.
	By: JPMP Master Fund Manager,
    L.P., its General Partner
	By: JPMP Capital Corp. ,its
    General Partner
	 
	 


	By:	 
	 	
    Name:
	 	Title:



 

 



	 
	 
	Advent Partners Limited
    Partnership
	By: Advent International
    Corporation, General Partner
	 


	 	 
	By:	 
	 	
    Janet L. Hennessy
	 	Vice President 
    


	 
	 
	Advent Private Equity Fund -
    Central Europe Limited Partnership
	By:  Advent Central Europe
    Management Limited Partnership, General Partner
	By:  Advent International
    Limited Partnership, General Partner
	By:  Advent International
    Corporation, General Partner


	 	 
	 	 
	By:	 
	 	
    Janet L. Hennessy
	 	Vice President 
    


	 
	 
	ACEE II-A Co-Investment Fund
    Limited Partnership
	Advent Central & Eastern Europe
    II, Limited Partnership
	Advent Central & Eastern Europe
    II-A Limited Partnership
	Advent Central & Eastern Europe
    II-B Limited Partnership
	Advent Central & Eastern Europe
    II-L Limited Partnership
	Advent PGGM Global Limited
    Partnership
	The Czech and Slovak Private
    Equity Fund L.P.
	By: Advent International Limited
    Partnership, General Partners
	By: Advent International
    Corporation, General Partner


	 	 
	 	 
	By:	 
	 	
    Janet L. Hennessy
	 	Vice President 
    



 



	 	 
	 	 
	
    PARNIB B.V. 
	 	 
	 	 
	By:	 
	 	
    Name:
	 	Title:



 



	 	 
	 	 
	
    
    EEIF Czech N.V. 
	 	 
	 	 
	By:	 
	 	
    Name:
	 	Title:


	 
	 
	Emerging Europe
    Infrastructure Fund C.V.
	By its general partner: AIG
    Emerging Europe Infrastructure Management L.P.
	By its general partner: AIG
    Emerging Europe Infrastructure Management Ltd.
	 


	 	 
	By:	 
	 	
    Name:
	 	Title:



 



	 	 
	 	 
	
    
    The European Bank for Reconstruction and Development 
	 	 
	 	 
	By:	 
	 	
    Izzet Güney 
	 	Director -
    Telecoms, Informatics and Media 



 

 




SCHEDULE 1 

Conditions Precedent 

Part A 

Conditions in favour of the Sellers 


	
  There is no order of any court of competent
  jurisdiction or any ruling of any Governmental Authority or any prohibition
  imposed under any Law which would prevent the transfer of the Subject Shares,
  the issue of the TIW Shares, or material compliance by the parties of their
  obligations under this Agreement.

 

	
  TIW has obtained listing approval and
  acceptance of the notice of issuance from the TSX and similar approvals from
  Nasdaq, to the extent required, subject only to confirmation of issuance of
  the TIW Shares, for the issuance of the TIW Shares on terms acceptable to the
  Sellers, acting reasonably.

 

	
  AMFQ has not objected to the information
  filed by TIW under Section 12 of the Québec Act and Section 115 of the Québec
  Regulation in connection with the issuance of the TIW Shares or, if the AMFQ
  has objected to the information filed by TIW and required the filing of a
  prospectus to qualify the issuance of such TIW Shares, then TIW shall have
  filed such prospectus with the AMFQ and the Ontario Securities Commission and
  obtained a receipt therefor;

 

	
  All consents, approvals and authorisations
  required for Completion under any financing agreements TIW or any of its
  Subsidiaries is party to or under the Articles of Association have been
  obtained.

 

	
  TIW has obtained from the Existing
  Shareholders the Waiver.

 

	
  TIW has obtained written consent to the
  Subject Share Transfer from the holders of at least a majority of the shares
  outstanding.



 





Part B 

Conditions in favour of the Purchasers 


	
  There is no order of any court of competent
  jurisdiction or any ruling of any Governmental Authority or any condition
  imposed under any Law which would prevent the transfer of the Subject Shares,
  the issue of the TIW Shares, or material compliance by the parties with their
  respective obligations under this Agreement.

 

	
  TIW has obtained listing approval and
  acceptance of the notice of issuance from the TSX (subject only to
  confirmation of issuance of the TIW Shares) and similar approvals from Nasdaq,
  to the extent required, for the issuance of the TIW Shares under the Subject
  Share Transfer.

 

	
  The AMFQ has not objected to the information
  filed by TIW under Section 12 of the Québec Act and Section 115 of the Québec
  Regulation in connection with the issuance of the TIW Shares or, if the AMFQ
  has objected to the information filed by TIW and required the filing of a
  prospectus to qualify the issuance of such TIW Shares, TIW will have filed
  such prospectus with the AMFQ on or before the Completion Date.

 

	
  All consents, approvals and authorisations
  required for Completion under any financing agreements TIW or its Subsidiaries
  is party to or under the Articles of Association have been obtained.

 

	
  TIW has obtained written consent to the
  Subject Share Transfer from the holders of at least a majority of the shares
  outstanding.






SCHEDULE 2 

Documents to be executed and/or delivered at
Completion Part A 

Documents to be executed and/or
delivered by TIW: 



1.        
Deliver to the Sellers as evidence of the authority of each person executing
this Agreement and/or a document referred to in this schedule on TIW's behalf, a
copy of or extract from the minutes of a duly held meeting of the board of
directors authorising the execution of this Agreement and conferring the
authority to the signatory to sign on TIW's behalf, certified to be a true copy
by the secretary of TIW. 

2.         Deliver to
the Sellers: 


  2.1        
  a certificate of an officer of TIW in the agreed form confirming (i) the
  accuracy of the Warranties in Schedule 3 Part A and B as at Completion
  and (ii) there has not occurred any Material Adverse Change since the date of
  this Agreement; and 

  2.2        
  legal opinions issued by Fasken Martineau DuMoulin LLP and Pillsbury Winthrop
  LLP and addressed to the Sellers in relation to TIW, the free tradeability of
  the TIW Shares on the TSX, the enforceability of this Agreement, that the TIW
  Shares issued to the Exempt Sellers are not "restricted securities" as defined
  under Rule 144 of the 1933 Act, and certain other Securities Laws matters in
  form and substance satisfactory to the Sellers, acting reasonably. 



3.        
Deliver to the Sellers the share certificates in relation to the TIW Shares,
which certificates shall have legends evidencing the transfer restrictions
provided for under Clause 8.5 and additional legends reflecting transfer
restrictions under U.S. Law. 

4.         Deliver to
the Sellers a copy of the duly executed Waiver. 

5.        
Deliver to the Sellers a duly executed instrument evidencing the cancellation of
the Shareholders Agreement, the Exit Agreement and any other agreements among
the shareholders of Oskar Holdings defining their relations to each other as
shareholders. 


Documents to be executed and/or
delivered by
Clearwave: 


1.         Deliver to
the Sellers as evidence of the authority of each person executing this Agreement
and/or a document referred to in this schedule on Clearwave's behalf, a copy of
or extract from the minutes of a duly held meeting of the management board of
Clearwave authorising the execution of the Agreement and conferring the
authority to the signatory to sign on Clearwave's behalf, certified to be a true
copy by the managing director of Clearwave, and a power of attorney issued by
its management board to Stibbe for the purpose of executing the notarial deed of
transfer of the Subject Shares, together with copies of the passports of the
signatories of such power of attorney. 




2.         Deliver to
the Sellers: 


  2.1        
  a certificate of the managing director of Clearwave in the agreed form
  confirming (i) the accuracy of the Warranties in Schedule 3, Part B as at
  Completion and (ii) there has not occurred any Material Adverse Change 
  since the date of this Agreement; and 

  2.2         legal
  opinions issued by Stibbe and addressed to the Sellers in relation to
  Clearwave in form and substance satisfactory to the Sellers acting reasonably.
  



3.         Execute the
notarial deed of transfer of ownership of the Subject Shares to Clearwave.


4.        
Deliver to the Sellers a duly executed instrument evidencing the cancellation of
the Shareholders Agreement, the Exit Agreement and any other agreements among
the shareholders of Oskar Holdings defining their relations to each other as
shareholders.

 




Part B 

Documents to be executed and/or delivered by each Seller:



1.         Deliver to
the Purchasers as evidence of the authority of each person executing this
Agreement and/or a document referred to in this schedule on the Seller's behalf:



  1.1        
  a power of attorney or an incumbency certificate conferring the authority to
  sign on the Seller's behalf, which in the case of the EBRD shall be the
  document referred to in paragraph 3.3.1 of this Schedule 2, Part B. 
  



2.         Execute the
notarial deed of transfer of ownership of the Subject Shares to Clearwave.


3.         Deliver to
the Purchasers: 


  3.1        
  written confirmation that the Seller is not aware of (i) any matter or thing
  which is a breach of any of such Seller's Warranties set out in Schedule 4 and
  (ii) any Material Adverse Change in respect of such Seller; 

  3.2        
  a legal opinion or opinions issued by counsel acceptable to TIW acting
  reasonably and addressed to the Purchasers in relation to the Seller in form
  and substance satisfactory to TIW acting reasonably, including, without
  limitation, an opinion that the respective Seller is duly incorporated and
  validly existing and, with respect to the Sellers incorporated outside The
  Netherlands (other than the EBRD), that the power of attorney referred to in
  paragraph 3.4 of this Schedule 2, Part B has been duly executed and is binding
  on the respective Seller; and 

  3.3         evidence
  that the Seller has authorized entry into the Agreement and the transactions
  contemplated thereby, consisting of: 

  
    3.3.1        
    in the case of the EBRD, a secretary's certificate, confirming the authority
    of the person signing this Agreement, as well as the documents referred to
    in paragraphs 3.4 and 3.5 of this Schedule 2, Part B; 

    3.3.2         in
    the case of a partnership, the legal opinion referenced in Item 3.2 of Part
    B of this Schedule 2; or 

    3.3.3        
    in the case of any other business entity, an extract or copy of minutes of
    such Seller's board (or other governing body) decision authorizing entry
    into the Agreement and the transactions contemplated thereby. 

  

  3.4        
  a power of attorney to Stibbe for the purpose of executing the notarial deed
  of transfer of the Subject Shares, together with copies of the passports of
  the signatories of such power of attorney. 







  3.5        
  a duly executed instrument evidencing the cancellation of the Shareholders
  Agreement, the Exit Agreement and any other agreements among the shareholders
  of Oskar Holdings defining their relations to each other as shareholders.
  



 




SCHEDULE 3 

Warranties of TIW and Clearwave 


Part A 

Warranties of TIW 

1.         The details set out in
Schedule 5 are correct and accurate and are not misleading in any material
respect. 

2.        TIW is a
corporation duly incorporated and validly existing under the Laws of Canada, has
been in continuous and unbroken existence since the date of its incorporation
and is a reporting issuer in good standing in the Provinces of Ontario and
Québec and is in compliance in all material respects with the securities law
requirements in every jurisdiction in which its securities are listed for
trading and in Quebec, and is not on the list of defaulting reporting issuers
maintained under the Ontario Securities Act or the Québec Securities Act. 

3.         TIW has the corporate
power and corporate authority to execute, deliver and perform its obligations
under this Agreement. 

4.         The execution, delivery
and performance by TIW of this Agreement and the transactions contemplated
hereby: 


  4.1         have been or will be,
  on or prior to Completion, duly authorised by all necessary corporate actions;
  

  4.2         will not contravene the
  terms of its statutes and by-laws; 

  4.3         will
  not violate, conflict with or result in any breach or contravention of, any
  contractual obligation, or any consents, approvals, orders or authorisations
  referred to in paragraph 5 of this Schedule 3; 

  4.4         will
  not cause TIW to breach or constitute a default under, result in or give rise
  to a right of termination of, any agreement, instrument or arrangement,
  whether binding or not, to which it is a party, or any order, judgement or
  decree of any court or Governmental Authority to which it is a party or
  otherwise bound; 

  4.5         will
  not result in the creation of any Encumbrance over any of the TIW Shares,
  other than (i) any Encumbrance created by the Sellers or their Affiliates or
  (ii) the Encumbrance created by Clause 8.5 of this Agreement; 

  4.6         will not result in any
  indebtedness of TIW or any of its Subsidiaries becoming due or capable of
  being declared due and payable prior to its stated maturity; and 

  4.7         will not violate any
  Law binding upon it. 



5.         No
approval, consent, licence, exemption, authorisation, order, registration,
qualification or other action by, or notice to, or filing with, any Governmental
Authority or any other person in respect of any Law, and no lapse or waiting
period under any Law, is necessary or required in connection with the execution,
delivery or performance (including, without 




limitation, the transfer and delivery of the TIW Shares) by,
or enforcement against TIW of this Agreement or the transactions contemplated
hereby or any other related documents,, except such consents, approvals,
authorisations or filings that have been obtained or made and except for those
provided in Schedule 1 of this Agreement. 

6.         The common
shares of TIW are listed and posted for trading on the TSX and on Nasdaq and TIW
is up to date with its filings, in all materials respects, on both exchanges,
subject to the necessary filings with the TSX and Nasdaq to list the TIW Shares.


7.         TIW will have been, for
the four months preceding the Completion Date, a reporting issuer in the
provinces of Ontario and Québec. 

8.         The TSX
has accepted for filing the notice of the issuance of the TIW Shares and has
conditionally approved the listing of such shares, subject to customary
conditions including the approval by a majority of the votes attached to all
outstanding shares of TIW. 

9.         The Transactions
contemplated by this Agreement are exempt from sections 5.5 (formal valuation)
and 5.7 (minority approval) of Ontario Securities Commission Rule 61 501 ("Rule
61 501") pursuant to Rule 61 501, sections 5.6(2) and 5.8(2), respectively,
and are exempt from sections 5.5 (formal valuation) and 5.7 (minority approval)
of AMFQ Policy Statement Q 27 ("Policy Q 27") pursuant to Policy Q27,
sections 5.6(2) and 5.8(2), respectively. 


10.       TIW is a "foreign
issuer" within the meaning of Regulation S of the 1933 Act and a "foreign
private issuer" under Rule 405 of the 1933 Act and currently intends to continue
to conduct its operations so as to maintain its status as a foreign private
issuer and agrees to notify the Sellers as soon as practicable if it becomes a
"domestic issuer", as that term is defined in Regulation S. 

11.        Subject to the
truth and accuracy of the Sellers' warranties set forth in Schedule 4 hereof and
subject to the restrictions on transfer imposed by Clause 8.5, the TIW Shares
will be freely tradable on the TSX through an appropriately registered dealer in
Canada, provided that the trade is not a "control block distribution" as defined
in Multilateral Instrument 45-102 - Resale of Securities. 

12.        Subject to the
truth and accuracy of the warranties of the Sellers set forth in Schedule 4
hereof, the offer, sale and issuance by TIW of the TIW Shares to the Sellers
pursuant to this Agreement is either exempt from, or not subject to, the
prospectus requirements of the Ontario Securities Act and, subject to the AMFQ
not objecting to the information filed by TIW under Section 12 of the Québec
Act, is exempt from the prospectus requirements of the Québec Act. 


13.        Subject to the
truth and accuracy of the warranties of the Sellers set forth in Schedule 4
hereof, the offer, sale and issuance by TIW of the TIW Shares to the Sellers
pursuant to this Agreement is exempt from the registration requirements of the
1933 Act. None of TIW, its Affiliates or any person acting on its or their
behalf (i) has offered or will offer to sell any of the TIW Shares by means of
any form of general solicitation or general advertising (as those terms are used
in Regulation D under the 1933 Act) or in any manner involving a public offering
within the meaning of Section 4(2) of the 1933 Act or (ii) sold, offered for
sale, solicited offers to buy or otherwise negotiated in respect of, any 




security which is or will be integrated with the sale of the
TIW Shares to the Sellers in a manner that would require registration under the
1933 Act in connection with the offer, sale and delivery of the TIW Shares to
the Sellers as contemplated by this Agreement. 


14.        Subject to the
truth and accuracy of the Sellers' warranties set forth in Schedule 4 hereof,
neither TIW nor any of its Affiliates, nor any person acting on behalf of any of
them, has engaged or will engage in any "directed selling efforts" with respect
to the sale of the TIW Shares; each of TIW and its Affiliates, and any person
acting on its or their behalf, has complied and will comply with any "offering
restrictions" required by Regulation S in connection with such offer and sale of
the TIW Shares to the Exempt Sellers; and neither TIW nor any of its Affiliates
or any person acting on behalf of any of them has taken or will take any action,
directly or indirectly, that in and of itself would cause the offer and sale of
the TIW Shares to the Sellers on the terms herein to fail to be exempt from the
registration requirements of the 1933 Act. 

15.        This Agreement
constitutes the legal, valid and binding obligations of TIW, enforceable against
TIW in accordance with its terms (assuming due execution and delivery by the
Sellers) except as enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance or transfer, moratorium or similar laws
affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability. 

16.        TIW is entitled
to issue the TIW Shares and to transfer the full legal and beneficial ownership
of the TIW Shares under the terms of this Agreement free from any Encumbrance,
other than those created by the Sellers and their Affiliates, as the case may
be, and those transfer restrictions created by Clause 8.5, and when issued, the
TIW Shares will be fully paid, non-assessable common shares of TIW. 

17.        The Accounts
have been properly prepared in accordance with Canadian GAAP and reconciled to
US GAAP and show a true and fair view of the financial position, assets and
liabilities (whether actual or contingent) of TIW as at the Accounts Date and of
the profits and losses of TIW for the financial year ended on the Accounts Date,
it being understood that TIW has received a letter from the SEC commenting on
the 20-F, which has been made available to the Sellers, and may make changes to
the disclosure contained in the 20-F, as well as to the Audited Consolidated
Annual Financial Statements as at and for the fiscal year ended December 31,
2003, and the Unaudited Consolidated Interim Financial Statements as at and for:
the three-month period ended March 31, 2004, the three- and six-month periods
ended June 30, 2004 and the three- and nine-month periods ended September 30,
2004, as contained in various documents filed by TIW under the Securities Laws,
to comply with the comments contained therein. 

18.        The Management Accounts, a true
and complete copy of which has been delivered to the Sellers, fairly present in
all material respects the assets and liabilities, profits and losses of TIW for
the period to which they relate and have been prepared on a basis consistent
with the Accounts. 

19.        Each of the
following documents filed by TIW under the Securities Laws complied in all
material respects with the requirements of such Securities Laws as of their
respective filing dates, and the information contained therein did not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, it being
understood that TIW has received a letter from the SEC 




commenting on the 20-F, which has been made available to the
Sellers, and may make changes to the disclosure contained in the 20-F, as well
as to the Audited Consolidated Annual Financial Statements as at and for the
fiscal year ended December 31, 2003, and the Unaudited Consolidated Interim
Financial Statements as at and for: the three-month period ended March 31, 2004,
the three- and six-month periods ended June 30, 2004 and the three- and
nine-month periods ended September 30, 2004, as contained in various documents
filed by TIW under the Securities Laws, to comply with the comments contained
therein: 


  19.1         The 2003 20-F; 

  19.2         TIW's Operating and
  Financial Review and Prospect at December 31, 2003; 

  19.3         TIW's Audited
  Consolidated Annual Financial Statements as at and for the fiscal year ended
  December 31, 2003; 

  19.4         TIW's Unaudited
  Consolidated Interim Financial Statements as at and for the three- and
  nine-month periods ended September 30, 2004; and 

  19.5         TIW's Notice of Annual
  Meeting of Shareholders and Management Proxy Circular dated March 26, 2004.
  



20.         TIW is
not and, after giving effect to the Subject Share Transfer will not be, required
to register as an "investment company" as such term is defined in the United
States Investment Company Act of 1940, as amended. 

21.         TIW was not a passive
foreign investment company for the taxable year ended December 31, 2003 and
expects to conduct its affairs in such a manner so that it will not meet the
criteria to be considered a passive foreign investment company for the taxable
year of 2004. 

22.         Subject
to (i) the continuing truth and accuracy of the warranties of each Exempt Seller
set forth in Schedule 4 hereof and (ii) there having been no change in
applicable Law or regulations (or interpretation thereof by the SEC) after the
date hereof: (a) upon consummation of the sale and delivery of the TIW Shares to
the Exempt Sellers in the manner contemplated by this Agreement, such TIW Shares
will not be "restricted securities" as defined under Rule 144 under the 1933
Act; and (b) after the 40th day occurring after the Completion Date, in the case
of the TIW Shares issued to Exempt Sellers, such TIW Shares will not be subject
to any restrictions upon transfer under Regulation S or Rule 144, it being
understood, however, that (1) any TIW Shares held by J.P. Morgan Partners (BHCA),
L.P. and the Advent Sellers may be subject to the registration requirements
under the 1933 Act or an exemption therefrom and the provisions of Rule 144
under the 1933 Act, (2) the warranty in this warranty 22 does not apply to any
TIW Shares during such time as such TIW Shares are held by an "affiliate" of TIW
within the meaning of the 1933 Act; and (3) as to the warranty in this warranty
22 relating to Rule 144, the applicable conditions set forth in sections (b),
(c), (d) and (e) of Rule 144 must be met at the time of resale. 




Part B 

Warranties of Clearwave and TIW: 


1.         Clearwave is a public
limited liability company (naamloze venootschap) duly formed and validly
existing under the laws of The Netherlands. 

2.         Clearwave has the
corporate power and authority to execute, deliver and perform its obligations
under this Agreement. 

3.         The execution, delivery
and performance by Clearwave of this Agreement and the transactions contemplated
hereby: 


  3.1         have been or will be,
  on or prior to Completion, duly authorised by all necessary corporate actions;
  

  3.2         will not contravene the
  terms of its constitutional documents; 

  3.3         will
  not violate, conflict with or result in any breach or contravention of, result
  in or give rise to a right of termination of any contractual obligation, or
  any consents, approvals, orders or authorisations applicable to it; 

  3.4         will
  not cause Clearwave to breach or constitute a default under any agreement,
  instrument or arrangement, whether binding or not, to which it is a party, or
  any order, judgement or decree of any court or Governmental Authority to which
  it is a party or otherwise bound; 

  3.5         will
  not result in any indebtedness of Clearwave or any of its Subsidiaries
  becoming due or capable of being declared due and payable prior to its stated
  maturity; and 

  3.6         will not violate any
  Law binding upon it. 



4.         No
approval, consent, licence, exemption, authorisation, order, registration,
qualification or other action by, or notice to, or filing with, any Governmental
Authority or any other person in respect of any Law, and no lapse or waiting
period under any Law, is necessary or required in connection with the execution,
delivery or performance by, or enforcement against Clearwave of this Agreement
or the transactions contemplated hereby or any other related documents, except
such consents, approvals, authorisations or filings that have been obtained or
made, or are listed in Schedule 1 of this Agreement. 

5.         This
Agreement constitutes the legal, valid and binding obligations of Clearwave,
enforceable against Clearwave in accordance with its terms (assuming due
execution and delivery by the Sellers) except as enforceability may be limited
by applicable bankruptcy, insolvency, fraudulent conveyance or transfer,
moratorium or similar laws affecting the enforcement of creditors' rights
generally or by equitable principles relating to enforceability. 




6.         This
Agreement, the Shareholders Agreement, the Articles of Association, the Exit
Agreement and the Unanimous Shareholders Resolution are the only agreements
which may give rise to rights of TIW or Clearwave to acquire additional shares
of Oskar Holdings. 


 

 




SCHEDULE 4 

Warranties of the Sellers 

Part A 

Warranties of Sellers 


1.         each Seller: 


  1.1         is duly
  formed and validly existing as a corporate or partnership entity formed under
  the laws set forth beside its name in Schedule 4, Part B hereof, other than
  the EBRD which is an international financial institution established pursuant
  to the Agreement Establishing the European Bank for Reconstruction and
  Development as noted in Schedule 4, Part B hereof; 

  1.2         has the power and
  authority to execute, deliver and perform its obligations under this
  Agreement; 

  1.3         as at
  the date of this Agreement, is the beneficial and legal owner of the Subject
  Shares set forth beside its name in Schedule 4, Part B and is entitled to sell
  and transfer such Subject Shares and the full legal and beneficial ownership
  of such Subject Shares on the terms of this Agreement free from any
  Encumbrance other than those created under or pursuant to the Articles of
  Association, and no consent of any third party is required in relation to the
  transfer. 



2.         the execution, delivery
and performance by each Seller of this Agreement and the transactions
contemplated hereby: 


  2.1         have been or will be,
  on or prior to Completion, duly authorised by all necessary corporate or
  partnership action; 

  2.2         will not contravene the
  terms of its constituting documents; 

  2.3         will
  not cause it to breach or constitute a default under any agreement, instrument
  or arrangement, whether binding or not, to which it is a party, or any order,
  judgement or decree of any court or Governmental Authority to which it is a
  party to by which it is bound; and 

  2.4         will not violate any
  Law binding upon it. 



3.         no
approval, consent, licence, exemption, authorisation, order, registration,
qualification or other action by, or notice to, or filing with, any Governmental
Authority or any other person in respect of any Law, and no lapse or waiting
period under any Law, is necessary or required in connection with the execution,
delivery or performance by, or enforcement against each Seller of this Agreement
or the transactions (including, without limitation, the transfer and delivery of
the Subject Shares) contemplated hereby and thereby or any other related
documents, except (i) such consents, approvals, authorisations or filings that
have been obtained or made, or are listed in Schedule 1 of this Agreement and
(ii) filings that J.P. Morgan Partners (BHCA), L.P. or the EMP Sellers are
required to make after 




Completion with the SEC and pursuant to Canadian Securities Laws as a result
of the Subject Share Transfer. 

4.         This
Agreement constitutes the legal, valid and binding obligations of the Seller,
enforceable against it in accordance with its terms (assuming due execution and
delivery by the Purchasers) except as enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance or transfer, moratorium
or similar laws affecting the enforcement of creditors' rights generally or by
equitable principles relating to enforceability. 

5.         Each
Seller acknowledges that the TIW Shares being issued to it hereunder have not
been registered under the 1933 Act or the securities laws of any state of the
United States and may not be offered or sold, directly or indirectly, in the
United States or to, or for the account or benefit of, a U.S. Person (as defined
in Rule 902(k) of Regulation S promulgated under the 1933 Act) unless registered
under the 1933 Act or an exemption from such registration requirements
(including, without limitation, Regulation S) is available, and in any event in
compliance with applicable state securities or "blue sky" laws. 

6.         Each
Seller acknowledges that the TIW Shares being issued to it hereunder may not be
sold, directly or indirectly, in The Netherlands other than in compliance with
Dutch Securities Laws. 

7.         Each
Seller represents that it is acquiring the TIW Shares for its own account for
investment and not with a view to distribution in violation of the 1933 Act and
the rules promulgated thereunder. 

8.         Each
Seller is an accredited investor as defined in Rule 501(a) of Regulation D
promulgated under the 1933 Act. By reason of each Seller's financial experience,
sophistication and knowledge, each Seller is capable of evaluating the risks and
merits of the investment made pursuant to this Agreement and can bear the
economic risks of its investment. Each Seller acknowledges that it has been
afforded (i) access to information about TIW and its Subsidiaries and associates
and their financial condition, operations, business, property, management and
prospects sufficient to enable it to evaluate its investment in the TIW Shares
and (ii) the opportunity to ask questions as it deems necessary of, and to
receive answers from, representatives of TIW concerning the terms and conditions
of the exchange of the Subject Shares for TIW Shares and the merits and risks of
investing in the TIW Shares. 

9.         Each Exempt Seller is not
a "U.S. person" as defined in Rule 902(k) of Regulation S promulgated under the
1933 Act. 

10.       Each Exempt Seller agrees that it has
not offered or sold and will not for 40 days after the Completion Date offer or
sell any TIW Shares to any US Person or for the account or benefit of a US
Person, except pursuant to an effective registration statement under the 1933
Act. 

11.        Subject to the
truth and accuracy of the warranties of TIW set forth in Schedule 4 hereof, each
Exempt Seller warrants that (i) neither it nor any of its Affiliates, nor any
person acting on behalf of any of them, with respect to the TIW Shares has
engaged or will engage in any "directed selling efforts" (as defined in Rule
902(c) of Regulation S 




promulgated under the 1933 Act) and (ii) it and each of its
Affiliates, and any person acting on behalf of any of them, has complied and
will comply with any "offering restrictions" (as defined in Rule 902(g) of
Regulation S promulgated under the 1933 Act) required by Regulation S, in each
case with respect to sales of TIW Shares under Regulation S. 

12.        Each Seller
warrants that it has not participated at any time from August 9, 2004, and it
shall not participate through the earlier of Completion and termination of this
Agreement, in any Prohibited Share Transaction. 

13.        Each Exempt
Seller agrees that it has not and shall not enter into any hedging transactions
with respect to the TIW Shares for 40 days after the Completion Date, and
otherwise than in compliance with the Securities Laws and the terms of this
Agreement. 


 

 



	
    Part B
	 	 	 	 
	 	
    Laws of	 	 
	
    Name of Shareholder	
    Incorporation	
    # of Subject Shares	
    # of TIW Shares
	 	 	 	 
	
    ABN AMRO Ventures B.V.	
    The Netherlands	
    238,052	
    4,401,105
	 	 	 	 
	
    Part'Com S.A.	
    France	
    158,914	
    2,938,002
	 	 	 	 
	
    Mediatel Capital	
    Luxembourg	
    146,893	
    2,715,758
	 	 	 	 
	
    J.P. Morgan Partners (BHCA), L.P.	
    Delaware	
    941,645	
    17,409,133
	 	 	 	 
	
    Advent Partners Limited Partnership	
    Delaware	
    3,125	
    57,775
	 	 	 	 
	
    Advent Private Equity Fund -	 	 	 
	
    Central Europe Limited	
    Delaware	
    35,715	
    660,299
	
    Partnership	 	 	 
	 	 	 	 
	
    ACEE II-A Co-Investment Fund	 	 	 
	
    Limited Partnership	
    Delaware	
    44,059	
    814,563
	 	 	 	 
	
    Advent Central & Eastern Europe	 	 	 
	
    II, Limited Partnership	
    Delaware	
    89,288	
    1,650,757
	 	 	 	 
	
    Advent Central & Eastern Europe	 	 	 
	
    II-A, Limited Partnership	
    Delaware	
    19,513	
    360,756
	 	 	 	 
	
    Advent Central & Eastern Europe	 	 	 
	
    II-B, Limited Partnership	
    Delaware	
    9,757	
    180,387
	 	 	 	 
	
    Advent Central & Eastern Europe	 	 	 
	
    II-L, Limited Partnership	
    Delaware	
    29,271	
    541,162
	 	 	 	 
	
    Advent PGGM Global Limited	 	 	 
	
    Partnership	
    Delaware	
    82,911	
    1,532,859
	 	 	 	 
	
    The Czech and Slovak Private	 	 	 
	
    Equity Fund L.P.	
    Delaware	
    40,000	
    739,520
	 	 	 	 
	
    PARNIB B.V.	
    The Netherlands	
    74,591	
    1,379,038
	 	 	 	 
	
    EEIF Czech N.V.	
    The Netherlands	
    291,799	
    5,394,780
	 	
    Antilles	 	 
	 	 	 	 
	
    Emerging Europe Infrastructure	 	 	 
	
    Fund C.V.	
    The Netherlands	
    85,806	
    1,586,381
	 	 	 	 
	
    The European Bank for	 	 	 
	
    Reconstruction and Development	
    N/A1	
    196,823	
    3,638,864
	 	 	 	 
	
    TOTAL:	 	
    2,488,162	
    46,001,139




________________________________________

1 EBRD was established by the Agreement Establishing the European Bank
for Reconstruction and Development. 




SCHEDULE 5 

Details of TIW 


	
    
    
      Country of incorporation 

    

    	
    
    
      Canada 

    

    
	
    
    
      Company registration number 

    

    	
    
    
      329350-5 

    

    
	
    
    
      Date of incorporation 

    

    	
    
    
      9 September 1996 

    

    
	
    
    
      Registered office 

    

    	
    
    
      1250 René Lévesque West, 38th floor 

      Montréal, Québec, 

      Canada H3B 4Y8 

    

    
	
    
    
      Authorised share capital 

    

    	
    
    
      Unlimited number of common shares without par value and
      unlimited number of preferred shares without par value, issuable in series

    

    
	
    
    
      Total number of common shares outstanding 

    

    	
    
    
      168,284,679 common shares as of November 4, 2004 

    

    
	
    
    
      Total number of options on common shares outstanding 

    

    	
    
    
      5,248,872 options, of which 645,612 are exercisable and
      1,052,158 restricted share units, as of November 4, 2004 

    

    
	
    
    
      Nominal value of 7% Equity Subordinated Debentures due
      December 2006 outstanding 

    

    	
    
    
      Cdn$1,236,500 in principal amount of debentures which
      will become convertible at maturity at the option of the holders into
      59,162 common shares 

    

    
	
    
    
      Existing rights to register common shares of TIW
      granted by TIW to existing shareholders, other than pursuant to Exit Deeds

    

    	
    
    	
      Amended
      and Restated Registration Rights Agreement, dated as of 6 May 2004,
      between, amongst others, Telesystem Ltd., 9111-1369 Quebec Inc., Caisse de
      depot et placement du Quebec, certain funds advised by Emerging Markets
      Partnership (Europe) Limited, certain affiliates of JP Morgan Partners
      LLC, U.F. 



    


 



	 	
    
    
      Investment (Barbados) Ltd. and Telesystem International
      Wireless Inc., and certain affiliates 

    

    
    	Share Purchase
      Agreement dated as of 4 March 2004 among Highfields Capital 1 LP,
      Highfields Capital II LP, Highfields Capital III LP, Perry Partners, L.P.,
      Perry Partners International Inc and Telesystem International Wireless
      Inc.

 
	Restated and Amended Unanimous
      Shareholders' Agreement of TIW Czech N.V. dated as of May 2001

 
	Share Transfer Agreement dated
      23 July 2004 among, inter alia, TIW and Deraso Holdings B.V.


    
	
    
    
      Existing contractual lock-up periods on common shares of TIW 

    

    	
    
    	
      
      Contractual lock-up in favour of TIW on 10,874,731 TIW common shares
      acquired in a transaction pursuant to a share exchange agreement dated 4
      March 2004 among, inter alia, Highfields Capital 1 LP, Highfields Capital
      II LP, Highfields Capital III LP, Perry Partners, L.P., Perry Partners
      International Inc. -- Until 26 September 2004, 26 December 2004 and 26
      March 2005 as to 25%, 25% and 50% of the shares held by such holders.

 

	
      Contractual
      lock-up in favour of TIW on 28,358,499 TIW common shares acquired in a
      transaction pursuant to a share transfer agreement dated 23 July 2004
      among, inter alia, TIW and Deraso Holdings B.V. and certain other direct
      holders - until 15 December 2004, 15 March 2005, 15 June 2005 and 15
      September 2005 as to 16.6%, 16.7%, 16.7% and 50% of the shares held by
      such holders. 



    



 



	
    
    
      Directors 

    

    	
    
    
      Jacques A Drouin 

      Bruno Ducharme 

      Kent C. Jespersen 

      François Laurin 

      Michael R. Hannon 

      Jonathan Charles Carter-Meggs 

      Christian Salbaing 

      Thierry Baudon 

    

    
	
    
    
      Executive Officers

    

    	
    
    
      Bruno Ducharme 

      Al Tolstoy 

      André Gauthier 

      JJ Jackson 

      Jacques P. Langevin 

      Margriet Zwarts 

    

    



 




SCHEDULE 6 

Registration Rights 


	
    Registration Statement: 
    	
    
    TIW shall file, as promptly as practicable after the
    Completion Date, a registration statement on Form F-3 or any other
    appropriate form (the "Shelf Registration Statement")
    with respect to the TIW Shares issued to the Advent Sellers pursuant to the
    Subject Share Transfer (the "Registrable Shares";
    provided that the Registrable Shares will not include any shares which have
    been sold pursuant to registration under the 1933 Act or which have been
    sold pursuant to Rule 144 thereunder) and will use its commercially
    reasonable efforts to cause the Shelf Registration Statement to be declared
    effective under the 1933 Act as promptly as practical thereafter. 
    

	 	 
	
    Maintenance of Shelf: 	
    TIW will use its commercially reasonable efforts to keep the
    Shelf Registration Statement continuously effective under the 1933 Act until
    eighteen (18) months following the Completion Date (the "Effectiveness
    Period") or for such shorter period which will terminate when
    all the Registrable Shares are sold or may be sold without volume
    restrictions pursuant to Rule 144(k) of the 1933 Act. In the event that the
    Shelf Registration Statement ceases to be effective at any time during the
    Effectiveness Period for any reason (other than because of a sale of all of
    the Registrable Shares registered thereunder), TIW will use its commercially
    reasonable efforts to obtain a withdrawal of any order suspending
    effectiveness of the Shelf Registration Statement and, will, in any event,
    within forty-five (45) days of such cessation of effectiveness, amend the
    Shelf Registration Statement in a manner reasonably expected by TIW to
    obtain a withdrawal of the order suspending its effectiveness or file an
    additional shelf registration statement covering the Registrable Shares. The
    provisions set out in this Schedule 6 shall apply to any amendment to the
    Shelf Registration Statement and to any additional shelf registration
    statements so filed.

	 	 
	
    Blackout Periods: 
     
	
    Notwithstanding the preceding paragraph, TIW may, upon two
    (2) Business Days' written notice to the Advent Sellers, suspend use of the
    Shelf Registration Statement for a certain period of time (a "Blackout
    Period") for any bona fide reason (unless such advance notice is
    not reasonably practicable under the circumstances, in which case TIW may
    indicate in its notice that the Blackout Period shall begin immediately upon
    delivery of notice to the Advent Sellers). A Blackout Period may last for up
    to ten (10) days in any ninety (90) day period; provided that if the
    suspension relates to a 



 



	 	
    previously undisclosed proposed or pending material business
    transaction, the disclosure of which TIW's board of directors determines
    would be reasonably likely to impede TIW's ability to consummate such
    transaction, the Blackout Period may last for up to thirty (30) days in any
    ninety (90) day period; provided further that the Blackout Periods
    may not total more than ninety (90) days in the aggregate in any twelve (12)
    month period; and provided further that TIW may request that the
    Advent Sellers extend any Blackout Period, which consent the Advent Sellers
    shall not unreasonably withhold or delay. 

	 	 
	
    Registration Procedures:	
    (a) TIW agrees to furnish to and afford the
    Advent Sellers a reasonable opportunity to review copies of the Shelf
    Registration Statement at least three (3) Business Days prior to its filing.
    

    (b) TIW shall notify the Advent Sellers and
    their designated counsel as promptly as practicable (i) when the Shelf
    Registration Statement has been filed and when the same becomes effective
    under the 1933 Act, (ii) of the issuance by the United States Securities and
    Exchange Commission (the "SEC") of any stop order suspending
    the effectiveness of the Shelf Registration Statement and of the withdrawal
    of such an order, (iii) of the occurrence of any event or passage of time
    that makes the financial statements included in the Shelf Registration
    Statement ineligible for inclusion therein or makes any statement made in
    the Shelf Registration Statement untrue in any material respect that
    requires revisions to the Shelf Registration Statement, and (iv) of TIW's
    determination that a post-effective amendment to the Shelf Registration
    Statement would be appropriate. 

    (c) TIW will, as promptly as reasonably
    practicable after the filing of the Shelf Registration Statement, deliver to
    the Advent Sellers and their designated counsel, if requested, a conformed
    copy of the Shelf Registration Statement. 

    (d) In the event that an Advent Seller wishes
    to sell its Registrable Shares covered by the Shelf Registration Statement,
    such Advent Seller shall furnish a notice to TIW stating its shareholding
    and the number of Registrable Shares it wishes to sell. 

    (e) During the Effectiveness Period, TIW
    agrees to deliver to an Advent Seller as many copies of the prospectus
    contained in the Shelf Registration Statement as such Advent Seller may
    reasonably 




 



	 	
    request for use in connection with the offering and sale of the Registrable
    Shares covered by the Shelf Registration Statement. 
    (f) TIW will cooperate with the Advent
    Sellers and their counsel to facilitate the timely preparation and delivery
    of certificates representing shares of the Registrable Shares sold. 
    

	 	 
	
    Registration Expenses: 	
    TIW will bear all fees and expenses incident to the
    performance of or compliance with its obligations under this Schedule 6,
    including, without limitation, registration and filing fees, expenses
    related to printing, processing and distributing the Shelf Registration
    Statement, and the prospectus contained therein, fees and disbursements of
    counsel to TIW, internal expenses of TIW and the expenses of an annual
    audit. 

	 	 
	
    Documented Sales: 	In
    the event of a sale of all of the Registrable Shares that they then hold
    that have been released from the Lock-Up Period pursuant to Clause 8.5,
    provided that such sale involves at least 3 million Registrable Shares (a "Documented
    Sale"), TIW
    shall, if an underwriter or another financial intermediary performing
    similar functions, such as a private placement agent, engaged by the Advent
    Sellers so requests, upon reasonable notice be required to provide to such
    underwriter or other financial intermediary: 
    (a) a "cold
    comfort" letter from the
    independent certified public accountants of TIW, the letter to be in
    customary form and to cover matters typically covered in "cold
    comfort" letters
    in connection with such sales, and 

    (b) an opinion of independent
    counsel to TIW, the opinion to be in customary form and to cover matters
    customarily covered in opinions of issuer's counsel requested in such sales.
    

    TIW shall not be required to provide "cold
    comfort"
    letters or opinions of counsel on more than one occasion in connection with
    a Documented Sale; further it being understood that TIW shall not be
    required to sign any underwriting agreement or participate in a roadshow or
    other marketing activities in connection with the sale of the Registrable
    Shares. 

	 	 
	
    Specific Performance: 	
    TIW and each Advent Seller acknowledges and agrees that
    the Advent Sellers would be irreparably damaged if any of the provisions of
    this Schedule 6 are not performed in accordance with their specific terms
    and that any breach of the provisions of this Schedule 6 could not be
    adequately compensated in all cases by monetary damages alone. Accordingly,
    in addition to any other right or remedy to which any party may be entitled,
    at law or in equity, such party shall be entitled to enforce any provision
    of this 




 



	 	Schedule
    6 by a decree of specific performance without posting any bond or other
    undertaking. 
	 	 
	Rule
    144 Co-operation Clause: 	
    TIW shall use commercially reasonable efforts to take any
    actions that the Advent Sellers may reasonably request in order to enable
    the Advent Sellers to sell the Registrable Shares without registration under
    the 1933 Act within the limitation of the exemptions provided by Rule 144 of
    the 1933 Act, it being understood that TIW shall not be required to sign any
    underwriting agreement or participate in a roadshow or other marketing
    activities in connection with the sale of the Registrable Shares. 
    

	 	 
	
    Indemnity:	
    TIW agrees to indemnify the Advent Sellers against any
    losses, claims, damages or liabilities to which they may be subject under
    the Securities Laws arising out of or based upon any material untrue
    statements or omissions or any alleged untrue statements or omissions
    contained in the Shelf Registration Statement at the time the same became
    effective under the Securities Act; provided that, TIW will not be liable (i)
    to the extent that the losses, claims, damages or liabilities arise out of
    an untrue statement or omission made in reliance upon information furnished
    by the Advent Sellers for inclusion in the Shelf Registration Statement,
    (ii) to the extent that the losses, claims, damages or liabilities arise out
    of the use by the Advent Sellers of an outdated or defective registration
    statement and TIW has notified the Advent Sellers that such registration
    statement is outdated or defective, and (iii) for any losses, claims,
    damages or liabilities arising out of the sale of the Registrable Securities
    during a Black Out Period. The liability of TIW to each Advent Seller
    hereunder shall not exceed the product of USD 11.6236 and the number of
    Registrable Shares sold by such Advent Seller pursuant to the Shelf
    Registration Statement. 

	 	 
	
    Supplements and Amendments: 	
    TIW shall promptly supplement and amend the Shelf
    Registration Statement if required by the rules, regulations or instructions
    applicable to the registration form used for the Shelf Registration
    Statement or if required by the 1933 Act. 




 




SCHEDULE 7 

Waiver by Existing Shareholders under
Registration Rights Agreement 


December 17, 2004 


	U.F. Investments (Barbados)
    Ltd.
	The Ernst & Young Building
	Bush Hill Bay Street
	Bridgetown, Barbados
	Attention: The Managing Director
	Telephone: (246) 430-3900
	Telecopier: (246) 426-9551
	 
	with a copy to:
	 
	Hutchison Whampoa Limited
	22nd Floor, Hutchison House
	10 Harcourt Road
	Hong Kong
	Attention: Company Secretary
	Telephone: (852) 2128-1733
	Telecopier: (852) 2128-1778
	 
	J.P. Morgan Partners (BHCA),
    L.P.
	JPMP TIW EH, L.P.
	AOF Investment N.V.
	CEA Investment N.V.
	CAIP Investment N.V.
	c/o JP Morgan Partners, LLC
	1221 Avenue of the Americas
	New York, NY 10020
	Attention: Official Notices Clerk
	(FBO: Michael R. Hannon)
	Telephone: 212 899-3400
	Telecopier: 212 899-3401
	 
	with a copy to:
	 
	O'Melveny & Myers LLP
	Times Square Tower
	7 Times Square
	New York, NY 10036
	Attention: Gregory A. Gilbert,
    Esq.




	 
	 
	Telephone: 212 408-2400
	Telecopier: 212 728-5950
	 
	Telesystem Ltd.
	9111-1369 Quebec Inc.
	c/o Telesystem Ltd.
	1250 René Lévesque Blvd.
	38th Floor
	Montreal, Québec, Canada
	H3B 4W8
	Attention: Chief Financial
    Officer, Daniel Cyr
	Telephone: (514) 397-9797
	Telecopier: (514) 397-0089
	 
	Caisse de dépôt et placement du
    Québec
	Capital Communications CDPQ
    Inc.
	c/o CDP Capital Amérique
	1000, Place Jean-Paul-Riopelle
	Montréal, Quebec, Canada
	H2Z 2B3
	Attention: Vice -President,
    Investments Communications
	Telephone: (514) 847-2306
	Telecopier: (514) 847-2493
	 
	With a copy to:
	 
	McCarthy Tétrault LLP
	1170 Peel Street
	Montréal, Québec
	H3B 4S8
	Tel: (514) 397-4272
	Fax: (514) 397-4235
	Attn: André Goyer
	 
	EEIF Melville B.V.
	EEIF Czech N.V.
	Emerging Europe Infrastructure
    Fund C.V.
	c/o Emerging Markets Partnership
    (Europe) Limited
	161, Brompton Road
	London SW3 1EX
	Tel: +44 20 7886 3600
	Fax: +44 20 7886 3639
	Attn: Colin Hewett
	 
	With a copy to:
	 





	 
	 
	Gibson, Dunn & Crutcher LLP
	Telephone House
	2-4 Temple Avenue
	London EC4Y 0HB
	Tel: +44 20 7071-4000
	Fax: +44 20 7071-4244
	Attn: Wayne PJ McArdle, Esq.
	 




Gentlemen: 


  
    Re: Consent to grant pari passu registration
    rights and waiver to Registration Rights Agreement 

  



We refer you to the Amended and Restated
Registration Rights Agreement dated as of 6 May 2004 (the "Agreement"),
governing the registration rights that Telesystem International Wireless Inc. ("TIWI")
has granted to you and your affiliates. 

Unless otherwise defined, all capitalized
terms and expressions used herein shall have the same meaning as that ascribed
thereto in the Agreement. All references to "we" or "us" or "our" mean and refer
to TIWI and all references to "you" or "your" mean and refer to the addressees
hereof. 

Pursuant to the terms of the Agreement, you
have certain registration rights with respect to your Registrable Securities and
we are prohibited by section 10 of the Agreement from granting any registration
rights that conflict with or impair, or have any priority over such registration
rights. TIWI has entered into an agreement with the shareholders of Oskar
Holdings N.V. ("Oskar Holdings"), other than ClearWave N.V. (the "Sellers")
regarding TIWI's acquisition from the Sellers of all the shares in Oskar
Holdings not already owned directly or indirectly by TIWI, in exchange for an
aggregate of 46,001,139 common shares of TIWI (the "TIW Shares"). The
executed agreement for the proposed transaction (the "Share Transfer 
Agreement") is attached as Schedule A hereto. As a condition
precedent to the completion of the Share Transfer Agreement, the Sellers have
requested that they be given certain registrations rights with respect to the
TIW Shares for a period of 18 months following the completion of the Share
Transfer Agreement (the "Rights Period") that rank pari passu with
your rights. Accordingly, we are seeking your consent to our grant of such pro
rata pari passu rights, as described in the Share Transfer Agreement. By
consenting to our request, you acknowledge and agree to the following: 


	
  Notwithstanding the terms of sections
  2(4)(a) and 10 of the Agreement, in the event of a registration effected
  pursuant to sections 2 or 4 of the Agreement during the Rights Period, the
  Sellers shall be entitled to include TIW Shares in such registration pari
  passu with the Holders, and in the event that the Representative advises
  that the number of shares to be underwritten needs to be limited, then the
  Holders and the Sellers participating in such registration shall be entitled
  to participate pro rata based on the number of Registrable Securities and TIW
  Shares then owned by each such Holder and Seller, the whole in accordance with
  the Share Transfer Agreement; 






	
  Notwithstanding the terms of sections
  3(2)(ii) and 10 of the Agreement, in the event of a registration effected
  pursuant to section 3 of the Agreement during the Rights Period, the Sellers
  shall be entitled to include TIW Shares in such registration after the Primary
  Shares pari passu with the Holders, and in the event that the
  Representative advises that the number of shares to be underwritten needs to
  be limited, then the Holders and the Sellers participating in such
  registration shall be entitled to participate pro rata based on the number of
  Registrable Securities and TIW Shares then owned by each such Holder and
  Seller, the whole in accordance with the Share Transfer Agreement;

 

	
  The foregoing waivers are subject to the
  Sellers' full compliance with the obligations of the Holders under the
  Agreement as though each of them were a named party thereto, including,
  without limitation the obligations to enter into an underwriting agreement in
  usual and customary form;

 

	
  Each Holder agrees that during the Rights
  Period, as a condition to any assignment of its rights under the Agreement to
  an Affiliate (in accordance with section 13 of the Agreement), such Affiliate
  shall, as a condition to the effectiveness of the assignment, execute a
  counterpart to this consent and waiver;

 

	
  Except as expressly stated herein, the
  Holders that are party hereto waive no rights or obligations under the
  Agreement and grant no rights to the Sellers; nor shall this consent
  constitute an amendment or assignment of the Agreement;

 

	
  It is understood that certain Holders, in
  their capacity as a direct or indirect shareholders of Oskar Holdings, have
  rights to participate in piggy-back registrations by the Sellers pursuant to
  the terms of the Share Transfer Agreement. It is acknowledged and agreed,
  however, that in the event of a registration or qualification to which both
  the Agreement and the Share Transfer Agreement apply, each such Holder shall
  be limited to registering or qualifying that number of equity securities that
  it would have been entitled to exercise under the Agreement.

 

	
  In the event that a shareholder of TIW who
  is entitled to participate in a future registration or qualification
  determines not to participate, those shareholders who participate shall have
  the right to include in such registration or qualification additional
  securities in an amount up to their respective pro rata share of the
  securities so withdrawn. 



TIWI acknowledges and agrees that: 

	
  you may exercise your unfettered discretion
  in granting any additional consents or waivers under the Agreement and may in
  your discretion impose further conditions to any such additional consents or
  waivers;

 

	
  if any terms of this letter or the consent
  and waiver contained herein are inconsistent with the terms of the Agreement,
  the terms of this letter and such consent and waiver shall govern.






Please evidence your acknowledgement and
agreement to our request by signing the enclosed copy of this letter and
returning it at your earliest convenience to the undersigned by telecopier at
(514) 673-8314, with an original copy to follow by courier. 

Yours very truly, 


TELESYSTEM INTERNATIONAL WIRELESS INC. 


	Per:	 
	 	André Gauthier
	 	Chief Financial
    Officer
	 	 
	CONSENTED TO AND
    AGREED
	As of the	day of 2004.



  	
      U.F. INVESTMENTS (BARBADOS) LTD.
	 	 
	By:	 	 
	 	
      Authorized Signing Officer
	 	 
	
      J.P. MORGAN PARTNERS (BHCA), L.P.
	 
	By:	
      JPMP Master Fund Manager, L.P.

      its General Partner
	 	 
	By:
      	
      JPMP Capital Corp.

      its General Partner
	 	 
	By:	 	 
	 	
      Name: Michael Hannon
	 	
      Title:   Managing Director
	 	 
	
      JPMP TIW EH, LP
	 
	By:	
      JPMP TIW EH, GP, LLC

      its General Partner
	 
	By:	
       J.P. Morgan Partners (BCHA),
      L.P.

      its Sole Member
	 
	By:	
      JPMP Master Fund Manager, L.P.

      its General Partner
	 
	By:	
      JPMP Capital Corp.

      its General Partner








  	By:	 	 
	 	Name:
      Michael Hannon
	 	Title:  
      Managing Director
	 	 
	AOF
      INVESTMENT N.V.
	 	 
	By:	 
	 	 
	By:	 	 
	 	Name:
	 	Title:
	 	 
	CEA
      INVESTMENT N.V.
	 	 
	By:	 
	 	 
	By:	 	 
	 	Name:
	 	Title:
	 	 
	CAIP
      INVESTMENT N.V.
	 	 
	By:	 
	 	 
	By:	 	 
	 	Name:
	 	Title:
	 	 
	
      CAISSE DE DÉPÔT ET PLACEMENT DU
	QUÉBEC	 
	 	 
	By:	 	 
	 	
      Authorized Signing Officer
	 	 
	By:	 	 
	 	
      Authorized Signing Officer
	 
	
      CAPITAL COMMUNICATIONS CDPQ INC.
	 	 
	By:	 	 
	 	
      Authorized Signing Officer
	 	 
	By:	 	 
	 	
      Authorized Signing Officer
	 	 
	EEIF
      MELVILLE B.V.
	 	 








  	By:	 	 
	 	
      Authorized Signing Officer
	 
	EEIF
      CZECH N.V.	 
	 	 	 
	By:	 	 
	 	
      Authorized Signing Officer
	 	 	 
	
      EMERGING EUROPE INFRASTRUCTURE FUND C.V.
	 	 	 
	By:	AIG
      Emerging Europe Infrastructure Management L.P., its General Partner
	 
	By:	AIG
      Emerging Europe Infrastructure Management Ltd., its General Partner
	 
	By:	 	 
	 	
      Authorized Signing Officer
	 
	
      TELESYSTEM LTD.	 
	 	 	 
	By:	 	 
	 	
      Authorized Signing Officer
	 
	
      9111-1369 QUÉBEC INC.	 
	 	 	 
	By:	 	 
	 	
      Authorized Signing Officer







SCHEDULE 8 

Addresses for Notices to Sellers 


	 	 
	European
    Bank for Reconstruction and Development
	One
    Exchange Square
	London
    EC2A 2JN
	United
    Kingdom
	Fax:       
    +44 20 7338 6100
	Attn:     
    Operation Administration Unit
	              
    (Operation Number: 7265 )
	 	 
	 	 
	Part'Com
	33,
    avenue du Maine - BP 178
	75755
    Paris Cedex 15
	France
	Fax:        
    +33 1 40 64 23 34
	Attn:      
    CEO
	 	 
	 	with a copy to:
	 	 
	 	Iris Capital
    Management
	 	62, rue Pierre
    Charron
	 	75008 Paris
	 	Fax:       
    +33 4 45 62 73 69
	 	Attn:     
    Guillaume Meulle
	 	 
	 	 
	Mediatel
    Capital
	Mediatel
    Management
	2, place
    de Metz
	L-1930
    Luxembourg
	
    Luxembourg
	Fax:       
    +352 40 15 33 42
	Attn:     
    Guillaume Meulle
	 	 
	 	 
	ABN AMRO
    Ventures B.V.
	P.O. Box
    283 (HQ 4156)
	1000 EA
    Amsterdam
	The
    Netherlands
	Fax:          
    +31 20 628 66 26
	Attn:       
    Machiel Papousek and Stefan Behrens




	J.P.
    Morgan Partners (BHCA), L.P.
	c/o JP
    Morgan Partners, LLC
	1221
    Avenue of the Americas
	New York,
    NY 10020
	USA
	Fax:       
    +1 212 899-3401
	Attn:     
    Official Notices Clerk
	              
    (FBO: Michael R. Hannon)
	 
	 	with a copy to:
	 	 
	 	O'Melveny & Myers LLP
	 	Times Square Tower
	 	7 Times Square
	 	New York, NY 10036
	 	USA
	 	Fax:       
    +1 212 728-5950
	 	Attn:     
    Gregory A. Gilbert, Esq.
	 
	 
	EEIF
    Czech N.V.
	Emerging
    Europe Infrastructure Fund C.V.
	c/o
    Emerging Markets Partnership (Europe) Limited
	161,
    Brompton Road
	London
    SW3 1EX
	England
	Fax:       
    +44 20 7886 3639
	Attn:     
    Colin Hewett
	 
	 	with a copy to:
	 	 
	 	Gibson, Dunn &
    Crutcher LLP
	 	Telephone House
	 	2-4 Temple Avenue
	 	London EC4Y 0HB
	 	England
	 	Fax:       
    +44 20 7071-4244
	 	Attn:     
    Wayne PJ McArdle, Esq.





	In the case of an
    Advent Seller, to such Advent Seller:
	 
	c/o Advent
    International plc
	123 Buckingham Palace
    Road
	London SW1W 9SL
	England
	Fax:      
    +44 20 7333 0801
	Attn:    
    Joanna James
	 
	 
	PARNIB B.V.
	c/o AlpInvest
    Partners N.V.
	Jachthavenweg 118
	1081 KJ Amsterdam
	The Netherlands
	Fax:      
    +31 20 540 7503
	Attn:    
    Marloe Verweij
	             
    Investment Manager



 




SCHEDULE 9 

Transfer Restriction Legends for TIW Shares
Issued to Exempt Sellers 


THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF
TELESYSTEM INTERNATIONAL WIRELESS INC. (THE "COMPANY") THAT UNTIL [DATE THAT IS
40 DAYS AFTER THE COMPLETION DATE] (A) THIS SECURITY MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 OF REGULATION S (OR ANY SUCCESSOR PROVISION
THERETO, AND AS MAY HEREAFTER BE AMENDED FROM TIME TO TIME) UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), (2) PURSUANT TO AN EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 (OR ANY SUCCESSOR PROVISION THERETO, AND
AS MAY HEREAFTER BE AMENDED FROM TIME TO TIME) UNDER THE SECURITIES ACT (IF
AVAILABLE), (3) TO A PERSON WHO IS AN INSTITUTIONAL "ACCREDITED INVESTOR,"
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, (4) TO THE
COMPANY OR ITS AFFILIATES, (5) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION, (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESTRICTIONS REFERRED TO IN (A)
ABOVE AND (C) THAT IN THE CASE OF TRANSACTIONS MENTIONED IN (A)(l) ABOVE, THE
SELLER SHALL FURNISH TO COMPUTERSHARE TRUST COMPANY OF CANADA (THE "REGISTRAR")
A CERTIFICATE TO THE EFFECT THAT THIS LEGEND IS NO LONGER REQUIRED UNDER
APPLICABLE REQUIREMENTS OF THE SECURITIES ACT OR STATE SECURITIES LAWS; THAT IN
THE CASE OF TRANSACTIONS MENTIONED IN (A)(2) ABOVE, THE SELLER SHALL FURNISH TO
THE REGISTRAR AND THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT; AND
THAT IN THE CASE OF TRANSACTIONS MENTIONED IN (A)(3) OR (A)(5) ABOVE, THE SELLER
SHALL FURNISH TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. 


 




SCHEDULE 10 

Transfer Restriction Legends for TIW Shares
Issued to Sellers Other Than Exempt Sellers 


THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF
TELESYSTEM INTERNATIONAL WIRELESS INC. (THE "COMPANY") THAT (A) THIS SECURITY
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN
OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S (OR
ANY SUCCESSOR PROVISION THERETO, AND AS MAY HEREAFTER BE AMENDED FROM TIME TO
TIME) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), (2)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (OR ANY
SUCCESSOR PROVISION THERETO, AND AS MAY HEREAFTER BE AMENDED FROM TIME TO TIME)
UNDER THE SECURITIES ACT (IF AVAILABLE), (3) TO A PERSON WHO IS AN INSTITUTIONAL
"ACCREDITED INVESTOR," WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT, (4) TO THE COMPANY OR ITS AFFILIATES, (5) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND ANY
OTHER APPLICABLE JURISDICTION, (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESTRICTIONS
REFERRED TO IN (A) ABOVE AND (C) THAT IN THE CASE OF TRANSACTIONS MENTIONED IN (A)(l)
ABOVE, THE SELLER SHALL FURNISH TO COMPUTERSHARE TRUST COMPANY OF CANADA (THE
"REGISTRAR") A CERTIFICATE TO THE EFFECT THAT THIS LEGEND IS NO LONGER REQUIRED
UNDER APPLICABLE REQUIREMENTS OF THE SECURITIES ACT OR STATE SECURITIES LAWS;
THAT IN THE CASE OF TRANSACTIONS MENTIONED IN (A)(2) ABOVE, THE SELLER SHALL
FURNISH TO THE REGISTRAR AND THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED
STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH
EFFECT; AND THAT IN THE CASE OF TRANSACTIONS MENTIONED IN (A)(3) OR (A)(5)
ABOVE, THE SELLER SHALL FURNISH TO THE COMPANY AN OPINION OF COUNSEL OF
RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY
TO SUCH EFFECT.