Telesystem International Wireless: Share Transfer Agreement - Prepared by TNT Filings Inc.



 



Exhibit 4.22

Execution Copy 


Dated July 22, 2004


 


(1) DERASO HOLDINGS B.V.


(2) DEVAYNES HOLDINGS
LIMITED 

(3) UPSON ENTERPRISES
LIMITED 

(4) EMPORIKI VENTURE
CAPITAL EMERGING MARKETS LIMITED 


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

(6) MOBIFON HOLDINGS B.V. 

(7) TELESYSTEM INTERNATIONAL WIRELESS INC.


- and - 

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


  
  	 
	
      SHARE
      TRANSFER AGREEMENT
      relating to the
      transfer of shares in 

      MOBIFON S.A. 

	 


  




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






SHARE TRANSFER AGREEMENT 

DATE: 
July 22, 2004
PARTIES:


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

 

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

 

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

 

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

 

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

 

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

 

	
  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");

 

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

 

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

 

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




1




RECITAL: 


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

 

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

 

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





IT IS AGREED as follows:


  
  1.

  
  DEFINITIONS AND INTERPRETATION

  
  1.1

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

  
  Term

  
  Definition

  
  "Accounts"

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

  
  "Accounts Date"

  
  31 December 2003;

  
  "Affiliate" 

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




2





   

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

  
  "Agreement" 

  
  this Share Transfer Agreement;

  
  "AMFQ"

  
  Autorité des marchés financiers du Québec;

  
  "Business Day"

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

  
  "Cash Consideration"

  
  as defined in Clause 2.2.1;

  
  "Completion" 

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

  
  "Completion Date" 

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

  
  "Concurrent Secondary Offering"

  
  as defined in Clause 8.6;

  
  "Conditions"

  
  the conditions precedent referred to in Clauses 3.1 and 3.2;

  
  "Contract of Association"

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




3




 


  
  "Control" 

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

  
  "Encumbrance" 

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

  
  "Exchange Ratio"

  
  as defined in Clause 2.2.2;

  
  "Exit Deeds" 

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

  
  "GAAP"

  
  generally accepted accounting principles; 

  
  "Governmental Authority" 

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

  
  "Indemnified Party"

  
  as defined in Clause 7;

  
  "Indemnifying Party"

  
  as defined in Clause 7;

  
  "Individual Purchasers" 

  
  as defined in Recital (B);




4




 


  
  "Law" 

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

  
  "Loan Agreements"

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

  
  "Lock-Up Period"

  
  as defined in Clause 8.5.1;

  
  ''Major Shareholders''

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

  
  "Management Accounts"

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

  
  "Material Adverse Change" 

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

  
  "MobiFon"

  
  as defined in Recital (A);

  
  "MobiFon Dividend" 

  
  as defined in Clause 2.1;

  
  "MobiFon Shares" 

  
  as defined in Recital (A);

  
  "MobiFon Share Transfer"

  
  as defined in Recital (B);

  
  "NASD"

  
  as defined in Clause 8.6.3;




5




 


  
  "Nasdaq"

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

  
  "Other TIW Exchange"

  
  as defined in Clause 8.6;

  
  "Pre-Contractual Statement"

  
  as defined in Clause 10.2.2;

  
  "Prohibited Share Transaction"

  
  as defined in Clause 8.5.1;

  
  "Purchasers"

  
  TIW and MobiFon Holdings;

  
  "Québec Act"

  
  as defined in Clause 3.5;

  
  "Québec Regulation"

  
  as defined in Clause 3.5;

  
  "Recognized Exchange"

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

  
  "Registration Expenses"

  
  as defined in Clause 8.6.3;

  
  "Registration Rights Agreement"

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

  
  "Rights Offering"

  
  as defined in Clause 8.2.3;

  
  "ROFR Rights"

  
  as defined in Recital (C);

  
  "ROL" 

  
  denotes the lawful currency from time to time of Romania;

  
  "SEC"

  
  United States Securities and Exchange Commission;

  
  "Secondary Offering"

  
  as defined in Clause 8.6; 

  
  "Securities Laws"

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




6




 


  
  "Sellers"

  
  as defined in Recital (A);

  
  "Selling Expenses"

  
  as defined in Clause 8.6.3;

  
  "Senior Lenders"

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

  
  "Share Transfer Documents"

  
  as defined in Clause 10.2.1;

  
  "Statutes"

  
  the statutes of MobiFon as amended from time to time;

  
  "Subsidiary"

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

  
  "Termination Date" 

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

  
  "Tag-Along Agreement"

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

  
  "TIW Shares"

  
  as defined in Clause 2.2.2;

  
  "TIW Securities"

  
  as defined in Clause 8.2.3;

  
  "Transfer Notice"

  
  as defined in Schedule 1, Part A;

  
  "TSX"

  
  Toronto Stock Exchange;

  
  "USD" 

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




7





  
  ''Waiver''

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

  
  "Warranties"

  
  the warranties set out in Schedules 3 and 4; 

  
  "1933 Act"

  
  as defined in Clause 8.3; and

  
  ''1934 Act''

  
  as defined in Clause 8.3.




 


1.2


Any reference in this Agreement to:


1.2.1


a "day" shall mean a calendar day;


1.2.2


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


1.2.3


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


1.3


Statutes


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


1.4


Headings


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


1.5


Clauses and Schedules


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


1.6


Gender and Plurals


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


1.7


Time


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



8




 


1.8


References 


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


1.9


Currency


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


1.10


Several Obligations


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


2.


SHARE TRANSFER


2.1


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


2.2


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


2.2.1


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


2.2.2


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


2.3


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



9




 

 


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


3.


CONDITIONS PRECEDENT


3.1


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


3.2


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


3.3


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


3.4


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


3.5


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


3.6


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



10




 


4.


COMPLETION


4.1


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


4.2


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


4.3


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


5.


WARRANTIES


5.1


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


5.2


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



11




 


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


5.3


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


5.4


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


5.5


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


5.6


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


6.


TERMINATION


6.1


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



12




 


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


6.2


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


6.3


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



6.4


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


6.5


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


7.


INDEMNIFICATION


7.1


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


7.2


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



13




 


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


7.3


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


7.4


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


7.5


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


8.


COVENANTS


8.1


Pre-Completion Covenants


8.1.1


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


8.1.2


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



8.2


Business of TIW 


TIW covenants and agrees:



14




 


8.2.1


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


8.2.2


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


8.2.3


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


8.3


Rule 144 Information Rights. 


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


8.4


TIW Shares.  


8.4.1


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


8.4.2


Each Seller and Deraso Shareholder hereby covenants and agrees
that: 


(a)


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



15




 


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


(b)


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


(c)


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


8.5


Lock-up. 


8.5.1


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


(a)


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


(b)


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


(c)


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


(d)


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


8.5.2


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



16




 


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


8.5.3


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


8.5.4


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


8.5.5


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


8.5.6


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


8.6


Concurrent Registration Rights 


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



17




 


Registration Rights Agreement), or effect a registration or
qualification under the applicable laws and listing rules with respect to any
exchange on which TIW Shares are listed (the ''Other TIW Exchange''), or
so registers or qualifies, any of its equity securities (or securities
convertible or exchangeable into equity securities) in a secondary offering (the
''Secondary
Offering''), (a) TIW shall give written notice thereof to each Seller and
Deraso Shareholder as soon as practicable after TIW determines to register or
qualify securities under a Secondary Offering and each such notice shall include
a list of the jurisdictions in which TIW intends to attempt to qualify such
securities or the distribution thereof, as applicable, under the 1933 Act,
applicable blue sky or other state securities 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
and Deraso Shareholder, as the case may be, shall be entitled to have TIW
register or qualify, concurrently with the Secondary Offering, (the ''Concurrent
Secondary Offering''), such number of TIW Shares they then hold that is
proportional to the number of equity securities of TIW to be included by the
Major Shareholders in the Secondary Offering, in light of the number of equity
shares that each such Major Shareholder then holds, 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 and Deraso Shareholder, as the
case may be, 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:


8.6.1


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 and Deraso Shareholder 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). Notwithstanding any other provision of this Clause
8.6, 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 benefiting from registration rights, including, without limitation,
the Major Shareholders, the Sellers and the Deraso Shareholders, 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 and Deraso Shareholders,
the pro rata allocation shall only be based upon the number of TIW Shares owned
by such holders at the relevant time.


8.6.2


If a Seller or Deraso Shareholder disapproves of the terms of the
underwriting agreement, it may elect to withdraw its securities by written
notice to TIW and the underwriter(s), such notice to be given a reasonable
period of time prior to the finalization of the underwriting agreement. Any
securities excluded or withdrawn from such underwriting agreement shall not be
included in such registration or qualification.



18




 


8.6.3


TIW shall pay all Registration Expenses, as hereinafter defined,
incurred by TIW, the Sellers and the Deraso Shareholders, 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 and Deraso
Shareholders, as the case may be, 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, the Sellers' and the Deraso Shareholders' performance of or compliance
with their obligations under this Agreement, 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 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 and Deraso Shareholders
participating in the Secondary Offering (which fees shall not exceed US$ 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.


8.6.4


None of the Sellers or the Deraso Shareholders 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 and each Deraso Shareholder 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 and Deraso
Shareholders selling TIW Shares and the liability of each such Seller and Deraso
Shareholder will be in proportion to, and such liability will be limited to, the
net amount received by each such Seller and Deraso Shareholder 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. 




19




 


8.6.5


If any shareholder of TIW benefiting from registration rights
shall determine not to participate in a Secondary Offering or Concurrent
Secondary Offering, other participating shareholders to 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.



8.6.6


The rights under this Clause 8.6 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 exercised (i) within the period prescribed in Clause 8.6 and (ii)
concurrently with, and pursuant to the same terms and conditions (other than
specified differences provided in this Agreement) as, a Secondary Offering.
 Notwithstanding anything contained herein to the contrary, 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 Major Shareholders on the same terms as the
purchase, underwriting or other arrangement with the Major Shareholders in such
agreement except as provided herein and customary for transactions of the kind
contemplated.


8.6.7


In the event that any Seller shall waive the Condition set forth
in Schedule 1, Part A, paragraph 6, the rights of such Seller under this Clause
8.6 shall not apply to the extent that such rights shall conflict with the
rights of the Major Shareholders under the Registration Rights Agreement.


8.7


ROFR Exercise.  


8.7.1


In the event that (a) the ROFR Rights are exercised by any
shareholder of MobiFon or (b) all shareholders, other than MobiFon Holdings,
have not waived their ROFR Rights on the last Business Day prior to the
expiration of such ROFR Rights: (i) MobiFon Holdings hereby covenants and agrees
to exercise its ROFR Rights, conditional on the exercise of ROFR Rights by any
other MobiFon shareholders, and purchase the maximum number of MobiFon Shares it
is allowed to purchase thereunder; (ii) TIW and MobiFon Holdings hereby covenant
and agree that the consideration for each such MobiFon Share shall be fully and
completely satisfied by either the payment of the Cash Consideration or the
issuance of TIW Shares based on the Exchange Ratio, such type of consideration
to be allocated among all MobiFon Shares to be purchased in the same proportion
as the allocation of the shares currently existing between Clause 2.2.1 and
Clause 2.2.2 and allocated among the Sellers in the same proportion as the
allocation of the shares currently existing in Part C of Schedule 4.  Each
Seller covenants and agrees to transfer the relevant number of MobiFon Shares to
MobiFon Holdings and accept in payment the consideration described in (ii)
above; provided however that all terms and conditions of this Agreement apply 
mutatis mutandis to the transactions resulting from the exercise of ROFR
Rights by MobiFon Holdings.


8.7.2


Consideration for the transfer of MobiFon Shares to MobiFon
Holdings upon exercise of its ROFR Rights shall be as described in 8.7.1(ii),
regardless of 



20




 


whether the ''Fair Market Value'' of the MobiFon Shares is
determined pursuant to the Contract of Association with respect to those MobiFon
Shares purchased in consideration for TIW Shares and regardless of whether such
Fair Market Value is higher or lower than the cash equivalent of the
consideration in kind described in 8.7.1(ii) above. The parties understand and
acknowledge that shareholders of MobiFon other than MobiFon Holdings who
exercise their ROFR Rights will be entitled under the Contract of Association to
purchase (i) their pro rata number of MobiFon Shares subject to Clause 2.2.1 for
the Cash Consideration and (ii) their pro rata number of MobiFon Shares subject
to Clause 2.2.2 for either TIW Shares based on the Exchange Ratio or, if it is
impracticable for such shareholder to deliver TIW Shares, for a cash
consideration equal to the ''Fair Market Value'' of such MobiFon Shares as
determined under the Contract of Association.


8.8


Dissolution of Deraso,  ROMGSM and Kurisa


The Deraso Shareholders covenant and agree to give written notice
to the Purchasers prior to dissolving Deraso, ROMGSM and/or Kurisa, which notice
shall include relevant details regarding transfer of ownership of the TIW Shares
acquired by Deraso under this Agreement to the Deraso Shareholders.


8.9


MobiFon Dividend


8.9.1


If, by 31 March 2005, the Sellers have not received payment in
full of the balance of their respective shares of the MobiFon Dividend, TIW
shall cause MobiFon, in its next distribution(s) of dividends, to pay to the
Sellers, in preference to TIW's rights to receive its share of such
distribution(s) of dividends (the ''Dividend Preference''), an amount equal
to the MobiFon Dividend to which the Sellers were entitled but which remains
unpaid as of that date (the ''Dividend Shortfall''); and


8.9.2


Upon TIW ceasing to indirectly own and control shares
representing more than 50% of the equity and voting rights of MobiFon (whether
before or after 31 March 2005), TIW shall cause MobiFon to pay to the Sellers
the Dividend Shortfall in preference to any future distributions to the person
or entity that acquires TIW's indirect interest in MobiFon.


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 Deraso, to:




 


Koningslaan 14



21




 


1075 AC Amsterdam


The Netherlands


Fax: +31 20 6730342


Attn: Igor van Vlodrop




With a copy to:

 


Weil, Gotshal & Manges


One South Place


London  EC2M 2WG


United Kingdom


Fax: +44 20 7903 0990


Attn:  Kenneth E. Schiff


9.1.2


in the case of Devaynes, to:

 


c/o Antis Triantafyllides & Sons


Capital Center


P.O. Box 21255


1505 Nicosia


Cyprus


Fax: +357 22 670 670


Attn:  Spyros Hadjinicolau

 


with a copy to:

 


Baring Communications Equity (Emerging Europe) Ltd.


Guernsey International Fund Managers


Trafalgar Court


Les Banques


St. Peter Port


GY1 3QL  Guernsey


Channel Islands


Fax: +44 1481 745 074


Attn:  Martin Scott


9.1.3


in the case of Upson, to:

 


2-4 Arch Makarios III Ave.


Capital Center, 9th floor


Nicosia 1505


Cyprus


Fax:


Attn:




With a copy to:

 


Weil, Gotshal & Manges


One South Place


London  EC2M 2WG



22




 

 


United Kingdom


Fax: +44 20 7903 0990


Attn:  Kenneth E. Schiff


9.1.4


in the case of Emporiki, to:

 


2-4 Arch. Makarios III Ave.


Nicosia 1505


Cyprus


Fax:


+35 722 670670


Attn:


Mr. Stelios Triantafyllides




with a copy to:

 


Emporiki Venture Capital S.A.


58 Kifisias Ave.


Marousi 15125


Athens 


Greece


Fax: +3021 061 99 271


Attn:  Symeon Sikiaridis


9.1.5


in the case of Deraso Shareholders, to:

 


Koningslaan 14


1075 AC Amsterdam


The Netherlands


Fax: +31 20 6730342


Attn: Igor van Vlodrop

 


with a copy to:

 


Weil, Gotshal & Manges


One South Place


London EC2M 2WG


England


Attn: Kenneth E. Schiff


9.1.6


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


9.1.7


in the case of MobiFon Holdings, 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


9.2


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
both Purchasers and any Notice given to a Seller by TIW will be deemed to be
given by both 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 and Deraso, or any successor company pursuant to a
merger of Deraso with another company, may by written notice to TIW assign its
rights and obligations to ROMGSM or Kurisa.  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 agreement dated February 2, 2004 that pertains to the treatment of
confidential information, constitute the entire agreement and understanding of
the parties in connection with the exchange of the shares and other matters
described in them and supersede any previous agreement between the parties
relating to the subject matter of this Agreement, including, without limitation,
the Term Sheet dated May 31, 2004.


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 



24




 

 


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 acknowledge that a letter agreement dated February 2,
2004 was 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 agree to hold such terms and conditions in strict confidence and not to
disclose them to any person, 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, other than their respective shareholders,
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; and (ii) no party shall make any announcement with regard to
this Agreement and the transactions contemplated hereby without obtaining 




25




 

 


the prior written consent of the other parties hereto, which
consent shall not be unreasonably withheld. 


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.


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 8.6.3, 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 𧴜,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 as provided in sub-Clause (ii) hereof.


11.


GOVERNING LAW AND DISPUTE RESOLUTION


11.1


Governing Law



26




 

 


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 


Any dispute arising out of or in connection with this Agreement,
including any question regarding its existence, validity or termination, shall
be referred to and finally resolved by arbitration under the Rules of
Arbitration of the International Chamber of Commerce (the ''ICC Rules''),
which rules are deemed to be incorporated by reference into this Clause.


11.2.1


The number of arbitrators shall be 3 (three), one of whom shall
be appointed by the Sellers, one of whom shall be appointed by the Purchasers
and the third shall be appointed by the two arbitrators so chosen in accordance
with the ICC Rules.


11.2.2


The seat, or legal place, of arbitration shall be London.


11.2.3


The language to be used in the arbitral proceedings shall be
English. 


11.2.4


Notwithstanding the above, any interim or conservatory measures
requested by a party arising out of or relating to this Agreement may, at the
option of such party, be enforced through the emergency procedures of the
International Chamber of Commerce or in any courts having jurisdiction. The
parties agree that service of any process relating to any such judicial
proceeding sent to the representatives of the parties designated in Clause 9 in
accordance with such Clause shall constitute valid service of process for
purposes of this Clause 11.2.4.


11.2.5


Each of the parties represents and warrants to the other parties
that this Agreement and their obligations hereunder are commercial obligations,
and confirm that they are not entitled to claim immunity from legal proceedings
in an action brought for the enforcement of this Agreement.


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


TELESYSTEM INTERNATIONAL WIRELESS INC. 


	
    By:	 
	 	
    Name:
	 	Title:
	 	 




27




 

	MOBIFON HOLDINGS B.V.
	 
	
    By:
	
             
    Name:
	         
    Title:
	 
	 
	BRUNO DUCHARME
	 
	 
	 
	 
	ANDRÉ GAUTHIER
	 
	 
	 
	 
	MARGRIET ZWARTS
	 
	 
	 
	 
	
    DERASO HOLDINGS B.V.
	 
	
    By:
	
             
    Name:
	         
    Title:
	 
	DEVAYNES HOLDINGS LIMITED
	 
	
    By:




28




 

	         
    Name:	 
	         
    Title:	 
	 	 	 	 
	UPSON
    ENTERPRISES LIMITED
	 	 	 	 
	
    By:	 
	         
    Name:	 
	         
    Title:	 
	 	 	 	 
	
    EMPORIKI VENTURE CAPITAL EMERGING MARKETS LIMITED
	 	 	 	 
	
    By:	 	 	 
	         
    Name:	 
	         
    Title:	 
	 	 	 	 
	ADVENT
    CENTRAL AND EASTERN EUROPE II LIMITED PARTNERSHIP
	ADVENT
    CENTRAL AND EASTERN EUROPE II-A LIMITED PARTNERSHIP
	ADVENT
    PGGM GLOBAL LIMITED PARTNERSHIP
	ADVENT
    CENTRAL AND EASTERN EUROPE II-L LIMITED PARTNERSHIP
	ADVENT
    CENTRAL AND EASTERN EUROPE II-B LIMITED PARTNERSHIP
	 	 	 	 
	
    By:   Advent International
    Limited Partnership, Limited Partner	 
	 	 	 	 
	 	
    By:	
    Advent International Corporation,
    General Partner	 
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	 	 
	ADVENT
    PARTNERS LIMITED PARTNERSHIP
	 	 	 	 
	By:	Advent
    International Corporation, General Partner	 
	 	 	 	 
	 	 	 	 
	 	
    By:	 	 
	 	 	 	 
	GE
    CAPITAL EQUITY INVESTMENTS LIMITED	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
    By:	 	 	 
	 	 	 	 
	 	 	 	 
	LIMPART
    HOLDINGS LTD.	 




29




 

	 	 
	
    By:	
    Abubaker Khouri, Director


 

 

 

 



30




 

	
    BANCROFT ROMANIA, L.P	 
	 	 	 	 
	
    By:	
    Bancroft PHC, LLC, General Partner	 
	 	 	 	 
	 	
    By:	
    Bancroft PHC, Corp., Manager	 
	 	 	 	 
	 	 	 	 
	 	 	
    By:	 
	 	 	 	 
	 	 	 	 
	J.P.
    MORGAN PARTNERS (BHCA), L.P.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
    By:	 	 	 
	 	 	 	 
	 	 	 	 
	
    BARING COMMUNICATIONS EQUITY LIMITED	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
    By:	 	 	 
	 	 	 	 
	 	 	 	 
	
    BARING COMMUNICATIONS EQUITY (EMERGING EUROPE) LTD.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
    By:	 	 	 
	 	 	 	 
	 	 	 	 
	APAX
    UK V1-A, LP	 
	 	 	 	 
	By:	Apax
    Partners Ltd., its General Partner	 
	 	 	 	 
	 	 	 	 
	 	
    By:	 	 
	 	 	 	 
	 	 	 	 
	APAX
    UK VI-B, LP	 
	 	 	 	 
	By:	Apax
    Partners Ltd., its Manager	 
	 	 	 	 
	 	 	 	 
	 	
    By:	 	 
	 	 	 	 




31



	APAX
    UK VI-C, LP	 
	 	 	 
	By:	Apax Partners Ltd.,
    its General Partner	 
	 	 	 
	 	 	 
	 	
    By:	 
	 	 	 
	 	 	 
	APAX
    UK VI-D, LP	 
	 	 	 
	By:	Apax Partners Ltd.,
    its Manager	 
	 	 	 
	 	 	 
	 	
    By:	 
	 	 	 
	 	 	 
	APAX
    UK VI-E, LP	 
	 	 	 
	By:	Apax Partners,
    Ltd., its Manager	 
	 	 	 
	 	 	 
	 	
    By:	 
	 	 	 
	 	 	 
	APAX
    PP NOMINEES LIMITED A/C UK VI	 
	 	 	 
	 	 	 
	 	 	 
	
    By:	 	 
	 	 	 
	 	 	 
	
    ROMGSM HOLDINGS LIMITED	 
	 	 	 
	 	 	 
	 	 	 
	
    By:	 	 
	 	 	 
	 	 	 
	
    KURISA HOLDINGS N.V.	 
	 	 	 
	 	 	 
	 	 	 
	
    By:	 	 





32





SCHEDULE 1


Conditions Precedent


Part A


Conditions in favour of the Sellers


1.


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 MobiFon Shares, the issue or trading of
the TIW Shares, or material compliance by the parties of their obligations under
this Agreement. 


2.


TIW has obtained conditional listing approval and acceptance of
the notice of issuance from the TSX and similar approvals from Nasdaq, to the
extent required, for the issuance of the TIW Shares under the MobiFon Share
Transfer on terms acceptable to the Sellers, acting reasonably.


3.


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;


4.


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


5.


Notice of this Agreement and the transfer of the MobiFon Shares
contemplated herein shall have been duly given in accordance with the provisions
of the Contract of Association (the "Transfer Notice") and either (i) 30
days have passed since the last MobiFon shareholder received the Transfer
Notice, and no shareholder has exercised its ROFR Rights; (ii) MobiFon Holdings
and at least one other MobiFon shareholder have exercised their ROFR Rights and
60 days have passed since the last MobiFon shareholder received the Transfer
Notice (notwithstanding that the procedure for determining Fair Market Value (as
defined in the Contract of Association) is still underway); or (iii) all
shareholders shall have unconditionally and irrevocably waived, in a manner
satisfactory to the Sellers, all of their ROFR Rights in relation to the
transfers of the MobiFon Shares contemplated by this Agreement. 


6.


TIW has obtained from the Major Shareholders the Waiver.




33





Part B


Conditions in favour of the Purchasers


1.


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 MobiFon Shares, the issue of the TIW
Shares, or material compliance by the parties with their respective obligations
under this Agreement.


2.


TIW has obtained conditional listing approval and acceptance of
the notice of issuance from the TSX and similar approvals from Nasdaq, to the
extent required, for the issuance of the TIW Shares under the MobiFon Share
Transfer.


3.


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.


4.


The Transfer Notice shall have been duly given in accordance with
the provisions of the Contract of Association and either (i) 30 days have passed
since the last MobiFon shareholder received the Transfer Notice, and no
shareholder has exercised its ROFR Rights; (ii) MobiFon Holdings and at least
one other MobiFon shareholder have exercised their ROFR Rights and 60 days have
passed since the last MobiFon shareholder received the Transfer Notice
(notwithstanding that the procedure for determining Fair Market Value (as
defined in the Contract of Association) is still underway); or (iii) all
shareholders shall have unconditionally and irrevocably waived, in a manner
satisfactory to TIW and MobiFon Holdings, all of their ROFR Rights in relation
to the transfers of the MobiFon Shares contemplated by this Agreement.


5.


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



34





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 and Pillsbury
Winthrop and addressed to the Sellers and the Deraso Shareholders in relation to
TIW, the free tradeability of the TIW Shares on the TSX, that the TIW Shares 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 (or, in respect of Deraso, to Kurisa or
ROMGSM if Deraso and one of Marc van Campen or Tom Mitchell of Baker & McKenzie
Amsterdam shall so instruct TIW in writing prior to Completion) the share
certificates in relation to the TIW Shares which certificates evidence the
transfer restrictions provided for under Clause 8.5.


4.


Execute, or have the relevant TIW Subsidiary execute, and deliver
to the relevant Sellers termination agreements for the Exit Deeds and the
Tag-Along Agreement, together with releases from the relevant Sellers'
obligations thereunder, which termination agreements and releases shall become
effective upon and subject to Completion. 


5.


Deliver to the Sellers and the Deraso Shareholders a copy of the
duly executed Waiver.


Documents to be executed and/or
delivered by MobiFon Holdings:


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 MobiFon Holdings's behalf, a copy of or extract from the minutes of a duly
held meeting of the directors or governing body of MobiFon Holdings authorising
the execution of the Agreement and conferring the authority to the signatory to
sign on MobiFon Holdings's behalf, certified to be a true copy by the secretary
or a director of MobiFon Holdings.



35




 


2.


Deliver to the Sellers:


2.1


a certificate of an officer of MobiFon Holdings 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 and
the Deraso Shareholders in relation to MobiFon Holdings in form and substance
satisfactory to the Sellers acting reasonably.


3.


Deliver to MobiFon:


3.1


a notarised and apostilled power of attorney in favour of the
person executing any other document referred to in this schedule, translated
into Romanian by a certified translator whose signature is authenticated by a
Romanian notary; and


3.2


an extract or copy of minutes of MobiFon Holdings' board (or
other governing body) which evidence the intent of MobiFon Holdings to purchase
the MobiFon Shares.


4.


Sign the MobiFon shareholders registry and endorse the share
certificates to evidence the transfer of ownership of the MobiFon Shares to
MobiFon Holdings.


5.


Deliver the signed share certificates for the MobiFon Shares to
the representative of the Senior Lenders.


Documents to be executed and/or delivered by each of the
Individual Purchasers


1.


Deliver to the Sellers:


1.1


confirmation of Vodafone Europe B.V. and MobiFon Holdings B.V.
that the MobiFon Share Transfer in respect of each of the Individual Purchasers
is permitted in accordance with the provisions of Art. 4.1.4. in the MobiFon
Contract of Association.


2.


Deliver to MobiFon:


2.1


a notarised and apostilled power of attorney in favour of the
person executing any other document referred to in this schedule, translated
into Romanian by a certified translator whose signature is authenticated by a
Romanian notary; and


2.2


copies of the passports for each of the Individual Purchasers
certified by a notary in their country of origin.


3.


Sign the MobiFon shareholders registry and endorse the share
certificates to evidence the transfer of ownership of the MobiFon Shares to each
of the Individual Purchasers.


4.


Deliver the signed share certificates for the MobiFon Shares to
the representative of the Senior Lenders.



36





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 copy of or extract from the minutes of a duly held meeting of
the directors or governing body of the Seller authorising the execution of this
Agreement, certified to be a true copy by the secretary or a director of the
Seller; and


1.2


a power of attorney conferring the authority to sign on the
Seller's behalf.


2.


Deliver to MobiFon:


2.1


an extract or copy of minutes of the Seller's board (or other
governing body) decision confirming its intent to transfer the MobiFon Shares
set forth in Schedule 4, Part B; 


2.2


a notarised and apostilled power of attorney in favour of the
person executing any other document referred to in this schedule; and


2.3


resignations, effective upon and subject to Completion, of
Deraso's representatives on the board of directors of MobiFon,


in each case translated into Romanian by a certified translator
whose signature is authenticated by a Romanian notary.


3.


Sign the MobiFon shareholders registry and endorse the share
certificates to evidence the transfer of ownership of the MobiFon Shares to
MobiFon Holdings.


4.


Deliver to the Purchasers:


4.1


a statement signed by an authorised representative of the Seller
confirming that the Seller has complied with all applicable ROFR procedures;


4.2


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; and


4.3


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.


5.


Execute and deliver to the Purchasers a termination agreement for
the Exit Deed to which it is a party or to which it is bound and the Tag-Along
Agreement, in the case of Deraso, together with releases from the Purchasers' or
the Purchasers' Subsidiaries' obligations thereunder, which termination
agreements and releases shall become effective upon and subject to Completion.




37




 


Documents to be executed and/or delivered by each Deraso
Shareholder:


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 Deraso Shareholder's behalf: 


1.1


a copy of or extract from the minutes of a duly held meeting of
the directors or governing body of the Deraso Shareholder authorising the
execution of this Agreement, certified to be a true copy by secretary or a
director of the Deraso Shareholder; and


1.2


a power of attorney conferring the authority to sign on the
Deraso Shareholder's behalf.


2.


Deliver to the Purchasers:


2.1


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


2.2


a legal opinion or opinions issued by counsel acceptable to TIW
acting reasonably and addressed to the Purchasers in relation to the Deraso
Shareholder in the form and substance satisfactory to TIW acting reasonably.



38





SCHEDULE 3


1Warranties of TIW and MobiFon Holdings


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 any Encumbrance created by the Sellers or their
Affiliates;


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 




39




 


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 issued pursuant to the MobiFon Share Transfer.


7.


TIW will have been, for the four months preceding the Closing
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 and not subject to any requirement that shareholder
approval be obtained.


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 and the Deraso Shareholders set forth in Schedule 4 hereof, the offer,
sale and issuance by TIW of the TIW Shares pursuant to this Agreement is exempt
from the registration requirements of the 1933 Act and 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 Quebec Act, is exempt from  prospectus requirements of the Quebec 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.



40




 


13.


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; 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.


14.


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. 



15.


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. 


16.


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.


17.


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.


18.


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:


18.1


TIW's Annual Report on Form 20-F for the fiscal year ended
December 31, 2003; 


18.2


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


18.3


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


18.4


TIW's Unaudited Consolidated Interim Financial Statements as at
and for the fiscal quarter ended March 31, 2004;



41




 


18.5


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


19.


TIW is not and, after giving effect to the MobiFon 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.


20.


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.


21.


Subject to the continuing truth and accuracy of the warranties of
the Sellers and the Deraso Shareholders set forth in Schedule 4 hereof and 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 in the manner contemplated by this Agreement, the TIW Shares will not be
''restricted securities'' as defined under Rule 144 under the 1933 Act; and (b)
after the 40th day occurring after Completion 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. would be subject to the registration requirement under the
Securities Act or an exemption therefrom and the provisions of Rule 144 under
the 1933 Act, (2) the warranty in this clause 2 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 clause 2 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.



42





Part B


Warranties of MobiFon Holdings and TIW:


1.


MobiFon Holdings is a limited company duly formed and validly
existing under the laws of the Netherlands.


2.


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


3.


The execution, delivery and performance by MobiFon Holdings 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 MobiFon Holdings 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 MobiFon Holdings 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 MobiFon
Holdings 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 MobiFon Holdings, enforceable against MobiFon Holdings 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. 



43





SCHEDULE 4


1Warranties of the Sellers and Deraso
Shareholders


Part A


Warranties of Sellers 


1.


each Seller:


1.1


is duly formed and validly existing as a corporate entity formed
under the laws set forth beside its name in Schedule 4, Part C 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 registered and
beneficial owner of the MobiFon Shares set forth beside its name in Schedule 4,
Part C and is entitled to sell and transfer such MobiFon Shares and the full
legal and beneficial ownership of such MobiFon Shares on the terms of this
Agreement free from any Encumbrance, other than those created under or pursuant
to the Loan Agreements and the Contract of Association and statutes, and no
consent of any third party is required in relation to the transfer except: (i)
consent of Vodafone and MobiFon Holdings under Section 4.1.4 of the Contract of
Association; and (ii) acquiescence of the Senior Lenders pertaining to the
access to share certificates representing such MobiFon Shares.


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 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 MobiFon Shares) contemplated hereby and thereby or
any other related documents, except in relation to the ROFR Rights and except
such consents, approvals, authorisations or filings that have been obtained or
made, or are listed in Schedule 1 of this Agreement.



44




 


4.


This Agreement constitutes the legal, valid and binding
obligations of each Seller, enforceable against it in accordance with its terms
(assuming due execution and delivery by TIW) 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, ROMGSM and Kurisa acknowledges that the TIW Shares
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, ROMGSM and Kurisa represents that it is acquiring
such securities for its own account for investment and not with a view to
distribution in violation of the 1933 Act.


7.


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 MobiFon Shares for
TIW Shares and the merits and risks of investing in the TIW Shares.


8.


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


9.


Each Seller, ROMGSM and Kurisa agrees that it has not offered or
sold and will not for 40 days after the Closing Date offer or sell any TIW
Shares to any US Person or for the account or benefit of a US Person.


10.


Subject to the truth and accuracy of the warranties of TIW set
forth in Schedule 4 hereof, each Seller warrants that neither it 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 TIW Shares; each
Seller 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.


11.


Deraso warrants that it is the successor of ROMGSM Holdings
Limited's obligations under the Exit Deed and Tag-Along Agreement.


12.


Each of ROMGSM and Kurisa agrees that it shall not cause a
distribution of or otherwise transfer TIW Shares to the Deraso Shareholders for
40 days after the Completion Date 



45




 


unless TIW and ROMGSM and Kurisa otherwise agree in accordance
with applicable law so as to preserve the exemption from registration afforded
by Regulation S.


13.


Each Seller, ROMGSM and Kurisa warrants that it has not
participated at any time from February 2, 2004 and it shall not participate
through the earlier of Completion and termination of this Agreement, in any
Prohibited Share Transaction.


14.


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



46





Part B


Warranties of Deraso Shareholders


1.


each Deraso Shareholder:


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 C
hereof;


1.2


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


2.


the execution, delivery and performance by each Deraso
Shareholder 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, as applicable;


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 or otherwise 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
Deraso Shareholder of this Agreement or the transactions contemplated hereby and
thereby or any other related documents.


4.


This Agreement constitutes the legal, valid and binding
obligations of each Deraso Shareholder, enforceable against it in accordance
with its terms (assuming due execution and delivery by TIW) 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 Deraso Shareholder warrants that it has not participated at
any time from February 2, 2004 and it shall not participate through the earlier
of and termination of this Agreement and the Completion Date, in any Prohibited
Share Transaction.


6.


Each Deraso Shareholder is an accredited investor as defined in
Rule 501 (a) of Regulation D promulgated under the 1933 Act.  



47



	
    PART C
	
    Section I
	 	 	 	 	 	 	 
	 	Sellers and	Laws of	
    MobiFon	
    MobiFon	
    MobiFon	
    Cash to be
	 	Deraso	Incorporation	
    Shares held	
    Shares	
    Shares	
    received at
	 	Shareholder	 	
    directly	
    subject to	
    subject to	
    Completion
	 	 	 	 	
    Clause 2.2.1	
    Clause 2.2.2	 
	 	 	 	 	 	 	 
	
    	Deraso	The	
    27,376,22	
    4,080,986	
    23,295,234	
    US$35,566,7
	Holdings B.V.	Netherlands	0	 	 	72
	 	 	 	 	 	 
	Devaynes	Cyprus	
    999,195	-	
    999,195	
    US$0
	Holdings	 	 	 	 	 
	Limited	 	 	 	 	 
	 	 	 	 	 	 
	Upson	Cyprus	
    524,578	
    52,458	
    472,120	
    US$457,184
	Enterprises	 	 	 	 	 
	Limited	 	 	 	 	 
	 	 	 	 	 	 
	Emporiki	Cyprus	
    488,485	
    69,866	
    418,619	
    US$608,899
	Venture	 	 	 	 	 
	Capital	 	 	 	 	 
	Emerging	 	 	 	 	 
	Markets	 	 	 	 	 
	 	
    Limited	 	 	 	 	 
	 	 	 	 	 	 	 


	
    Section II
	 	 	 	 
	 	 	Laws of	
    Direct and indirect %
	 	 	
    Incorporation	
    ownership in Deraso
	 	 	 	 
	
    
	Advent Central &
    Eastern Europe II Limited Partnership	Delaware, USA	5.93170%
	 	 	 
	Advent Central &
    Eastern IIA Limited Partnership	Delaware, USA	1.29670%
	 	 	 
	 	 	 
	 	 	 
	Advent PGGM Global
    Limited Partnership	Delaware, USA	1.94430%
	 	 	 
	Advent Central &
    Eastern Europe II-L Limited	Delaware, USA	1.94430%
	Partnership	 	 
	 	 	 
	Advent Partners
    Limited Partnership	Delaware, USA	0.14120%
	 	 	 
	Advent Central &
    Partners Europe IIB Limited	Delaware, USA	0.64770%
	Partnership	 	 
	GE Capital Equity
    Investments Limited	Cayman Islands	5.88230%
	 	 	 
	Limpart Holdings
    Limited	Cayman Islands	6.91760%





48



	
    
	Bancroft Romania L.P	Delaware, USA	
    10.58830%
	 	 	 
	Emporiki Venture
    Capital Emerging Markets Limited	Cyprus	1.76470%
	 	 	 
	J.P. Morgan Partners (BHCA),
    L.P.	Delaware, USA	
    28.23530%
	 	 	 
	Baring Communications
    Equity Limited	Guernsey	7.05880%
	 	 	 
	Baring Communications
    Equity (Emerging Europe) Ltd.	Guernsey	7.64700%
	 	 	 
	Apax PP Nominees
    Limited A/C UK VI (as nominee for	United Kingdom	
    20.00000%
	 	 	 
	each of Apax UK VI-A,
    L.P., Apax UK VI-B, L.P.,	 	 
	Apax UK VI-C, L.P.,
    Apax UK VI-D, L.P. and Apax	 	 
	UK VI-E, L.P.)	 	 
	 	 	 
	Apax UK VI-A, L.P.
    (through its nominee, Apax PP	Delaware, USA	9.23373%
	Nominees Limited A/C
    VI)	 	 
	 	 	 
	Apax UK VI-B,
    L.P.(through its nominee, Apax PP	United Kingdom	5.42785%
	Nominees Limited A/C
    VI)	 	 
	Apax UK VI-C, L.P.
    (through its nominee, Apax PP	Delaware, USA	2.01468%
	Nominees Limited A/C
    VI)	 	 
	 	 	 
	Apax UK VI-D, L.P.
    (through its nominee, Apax PP	United Kingdom	3.25670%
	Nominees Limited A/C
    VI)	 	 
	 	 	 
	Apax UK VI-E, L.P.
    (through its nominee, Apax PP	United Kingdom	0.06704%
	Nominees Limited A/C
    VI)	 	 
	 	 	 
	ROMGSM Holdings
    Limited	Jersey	100%
	 	 	 
	Kurisa Holdings N.V.	The Netherlands	100%





49




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
     



    


50



	 	
    
    
      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 

    

    



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SCHEDULE 6 

Waiver by Major Shareholders under Registration
Rights Agreement 


 

 

 

 

 

 

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