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Exhibit 10.25




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SHARE AND PUBLICATION RIGHTS PURCHASE AGREEMENT
 PRTCD PRTC Seller Buyer Parties
 R E C I T A L S
 Company
  Publishing Agreement VIS-PR
  VIHI GTEPR Verizon Share Purchase Agreement
 A G R E E M E N T
  ARTICLE I  DEFINITIONS
 1.1 Definitions .




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Action
 Affiliate
 Agreement
 Amended Publishing Agreement
 Applicable Competition Law
 Approval
 Assignment
 Bankruptcy Law
 Billing and Collection Agreement
 Business
 Business Day




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Buyer
 Caribe Shareholders Agreement
 Closing Section 2.3(a)
 Closing Date Section 2.3(b)
 Commercial Agreements
 Commitment Letters Section 3.2(f)
 Company
 Company Subsidiary
 Contract
 Disclosure Schedules
 Governmental Entity
 GTEPR
 GTEPR Shares
 Guaranteed Contract
 Indemnifiable Claim




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Indemnifiable Loss
 Indemnified Party
 Indemnifying Party
 Law
 Lien
 List License Agreement
 Order
 Parties
 Person
 Pre-Closing Covenants Section 10.4
 PRTC
 PRTCD
 PRTC Trademark License Agreement
 Publication Rights
 Publication Rights Purchase Price Section 2.2(b)
 Publishing Agreement
 Revenue Share Obligations




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Securities Commissions
 Securities Laws
 Seller
 Settlement Requirements
 Shares
 Shares Purchase Price Section 2.1(b)
 Subsidiary
 Tax Taxes
 Tax Returns
 Taxing Authority
 U.S. Securities Act




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Verizon
 Verizon
Share Purchase Agreement
 VIS-PR
 VIS-PR Partnership Agreement
 VISPRI
 VISPRI Shareholders Agreement
 World .
 ARTICLE II
PURCHASE AND SALE; CLOSING
 2.1 Purchase and Sale of Shares .
  Shares Purchase Price
 2.2 Purchase and Sale of Publication Rights .
  Publication Rights Purchase
Price




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2.3 The Closing .
 Closing
 ARTICLE VII Closing
Date
  ARTICLE III
REPRESENTATIONS AND WARRANTIES
 3.1 Representations and Warranties of Sellers .
 Organization and Related Matters; Shares; Publication Rights




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Authorization; No Conflicts
 Actions
 Compliance with Law




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No Brokers or Finders
 3.2 Representations and Warranties of Buyer .
 Organization and Related Matters
 Authorization; No Conflicts
 Actions
 Compliance with Law




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No Brokers or Finders
 Availability of Funds Commitment Letters
 Investment Representation
 ARTICLE IV
COVENANTS WITH RESPECT TO THE PERIOD PRIOR TO CLOSING
 4.1 Efforts; No Inconsistent Action .




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ARTICLE
VII




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Third Party Consents
   4.2 Commercial Agreements and Assignment
 4.3 Confidentiality




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Section 4.3
 4.4 No Negotiations
 4.5 Infovoz Billing and Collection
 4.6 Interconnection.
 ARTICLE V
CONTINUING COVENANTS
 5.1 Cooperation; Legal Privileges .




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ARTICLE X
 Section 5.1(a) Section 4.3 Section 5.1
  provided
 5.2 Acknowledgment of Limitation of Warranties .




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Section 3.1
 (A)
    
    CONDITION, VALUE, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR
ANY SPECIFIC PURPOSE AS TO ANY OF THE ASSETS OR PROPERTIES OF THE BUSINESS;(B)
    
    THE OPERATION OF THE BUSINESS BY BUYER AFTER THE CLOSING IN ANY
MANNER OTHER THAN AS USED AND OPERATED PRIOR TO THE CLOSING; OR(C)
    
    THE PROBABLE SUCCESS OR PROFITABILITY OF THE OWNERSHIP, USE OR
OPERATION OF THE BUSINESS OR ASSETS OF THE COMPANY OR COMPANY SUBSIDIARY BY
BUYER AFTER THE CLOSING; OR(D)
    
    INFRINGEMENT, DIRECTLY OR INDIRECTLY, IN THE OPERATION OF THE
BUSINESS OF ANY INTELLECTUAL PROPERTY OWNED BY ANY PERSON.
 Section 3.1 Section 3.1




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Section 3.1
 5.3 Insurance Matters . Seller Corporate
Policies
 5.4 Non-Solicitation .
 5.4(a)




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Section 5.4(b)
 ARTICLE VI
TAX MATTERS
 6.1 Transfer Taxes .
 6.2 Tax Sharing Agreements, Etc.
 6.3 Relationship with ARTICLE X . ARTICLE VI ARTICLE X ARTICLE VI
 6.4 Certain Tax Protections . Section 6.4
 6.5 No Section 338 Election .




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6.6 Controlled Foreign Corporation and Taxable Year
 ARTICLE VII
CONDITIONS OF PURCHASE
 7.1 General Conditions .
 No Orders; Actions
 Governmental Approvals Schedule 7.1(b)
 7.2 Conditions to Obligation of Buyer .
 Representations and Warranties of Sellers
 Covenants of Sellers




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Officers Certificate Sections 7.2(a) 7.2(b)
 Resignation of Directors and Certain Officers
 Verizon Share Purchase Agreement Closing
 Commercial Agreements
 Closing Deliveries Section 8.1
 7.3 Conditions to Obligation of Sellers .
 Representations and Warranties of Buyer
 Covenants of Buyer
 Officers Certificate Sections 7.3(a) 7.3(b)
 Verizon Share Purchase Agreement Closing




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Closing Deliveries Section 8.2
 ARTICLE VIII
CLOSING DELIVERIES
 8.1 Deliveries by Sellers to Buyer at Closing .
  Section 7.2(c)
 Section 7.2(d);
      8.2 Deliveries by Buyer to Sellers at Closing .
  Section 7.3(c)




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ARTICLE IX
TERMINATION OF OBLIGATIONS
 9.1 Termination of Agreement .
 Mutual Consent
 Closing Not Consummated by Earlier Date
 Conditions to Buyers Performance Not Met ARTICLE VII
 Conditions to Sellers Performance Not Met ARTICLE VII
 9.2 Effect of Termination . Section 9.1 provided Section 9.2 Sections 11.14 11.16 Section 9.1
 ARTICLE X
INDEMNIFICATION; SURVIVAL
 10.1 Obligations of Sellers . Buyer Indemnitee Buyer
Indemnitees




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10.2 Obligations of Buyer and the Companies .
   Section 10.1
 Section
10.1
 Section 10.2
 10.3 Procedure .
 Notice of Third Party Claims ARTICLE X




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Defense
 Tax Adjustments
 Insurance




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Settlement Limitations Section 10.3 Settlement Requirements
 10.4 Survival . Section 3.1(a)(2) Section 3.1(a)(3) Sections 10.1(a) 10.2(a) Sections 10.1(b) 10.2(b) Pre-Closing Covenants Sections 10.1(b) 10.2(b) Section 10.2(c) Section 10.2(d) ARTICLE X




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10.5 Limitations on Indemnification .
 Section 10.1(a) ARTICLE X Section 10.5(a) Sections
3.1(a)(2) 3.1(a)(3) 3.1(e) Section 10.1(b) 10.5(a)
 Section 10.3(d) Section 10.3(c)
 Section 10.1
 10.6 Treatment of Payments . ARTICLE X
 10.7 Remedies Exclusive . ARTICLE VI ARTICLE X Section 10.7
 10.8 Mitigation .




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ARTICLE XI
GENERAL
 11.1 Usage .
 11.2 Amendments; Waivers .
 11.3 Disclosure Schedules; Exhibits .
 11.4 Further Assurances .




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11.5 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial .
  Section 11.5(b)
 11.6 Headings .
 11.7 Counterparts .




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11.8 Parties in Interest .
 11.9 Waiver .
 11.10 Severability . provided provided
 11.11 No Punitive Damages . ARTICLE X
 11.12 Knowledge Convention . Schedule 11.12
 11.13 Notices . provided




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th
  th
  th




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11.14 Publicity and Reports . provided
 11.15 Integration .
 11.16 Expenses .
 11.17 No Assignment .
 11.18 Representation By Counsel; Interpretation .
 11.19 Reference of Disputes to Senior Officers of PRTC and Buyer .




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11.20 No Third Party Beneficiaries .
 11.21 Time .
 11.22 Language .
 [Remainder of Page Intentionally Left Blank]




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BUYER:CII ACQUISITION CORP.By:Title:SELLERS:PRTC DIRECTORIES, INC.By:Title:PUERTO RICO TELEPHONE COMPANY, INC.By:Title:




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Parent Joinder
 Parent Joinder Agreement provided
    CARIBE ACQUISITION HOLDINGS, LLCBy:Name:Title: