WORDS OF LIKE IMPORT USED IN THIS
AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
PROVISION OF THIS AGREEMENT.
THE CAPTIONS HEREIN ARE INCLUDED FOR REFERENCE
PURPOSES ONLY AND SHALL BE IGNORED IN THE CONSTRUCTION OR INTERPRETATION
HEREOF.
REFERENCES TO ARTICLES, SECTIONS, EXHIBITS, ANNEXES AND SCHEDULES ARE
TO ARTICLES, SECTIONS, EXHIBITS, ANNEXES AND SCHEDULES OF THIS AGREEMENT UNLESS
OTHERWISE SPECIFIED.
ALL SCHEDULES ANNEXED HERETO OR REFERRED TO HEREIN ARE
HEREBY INCORPORATED IN AND MADE A PART OF THIS AGREEMENT AS IF SET FORTH IN FULL
HEREIN.
ALL TERMS DEFINED IN THIS AGREEMENT AND USED BUT NOT OTHERWISE DEFINED
IN ANY SCHEDULE OR ANY OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO SHALL
HAVE THE MEANING AS DEFINED IN THIS AGREEMENT.
THE DEFINITIONS CONTAINED IN
THIS AGREEMENT ARE APPLICABLE TO THE SINGULAR AS WELL AS THE PLURAL FORMS OF
SUCH TERMS.
WHENEVER THE WORDS "INCLUDE", "INCLUDES" OR "INCLUDING" ARE USED IN
THIS AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT
LIMITATION".
"WRITING", "WRITTEN" AND COMPARABLE TERMS REFER TO PRINTING,
TYPING AND OTHER MEANS OF REPRODUCING WORDS (INCLUDING ELECTRONIC MEDIA) IN A
VISIBLE FORM.
REFERENCES TO ANY STATUTE SHALL BE DEEMED TO REFER TO SUCH
STATUTE AS AMENDED FROM TIME TO TIME AND TO ANY RULES OR REGULATIONS PROMULGATED
THEREUNDER.
REFERENCES TO ANY AGREEMENT OR CONTRACT SHALL BE DEEMED TO REFER TO
SUCH AGREEMENT OR CONTRACT AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO
TIME IN ACCORDANCE WITH THE TERMS THEREOF.
REFERENCES TO ANY PERSON INCLUDE THE
SUCCESSORS AND PERMITTED ASSIGNS OF THAT PERSON.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK; THE NEXT PAGE IS
THE SIGNATURE PAGE.]
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
iBASIS, INC.,
By:
/s/ Mark S. Flynn
Name: Mark S. Flynn
Title:
Chief Legal Officer and Corporate Secretary
KONINKLIJKE KPN N.V.,
By:
/s/ Ad J. Scheepbouwer
Name: Ad J. Scheepbouwer
Title: Chief Executive Officer
KPN B.V.,
By:
/s/ Ad J. Scheepbouwer
Name: Ad J. Scheepbouwer
Title:
Chief Executive Officer,
Koninklijke KPN N.V.
CELTIC ICS INC.,
By:
/s/ Michel Hoekstra
Name: Michel Hoekstra
Title: Secretary
17
ANNEX I
Notwithstanding any other provision of this Agreement, Purchaser shall not be
required to accept for payment or pay for any Shares pursuant to the Offer if:
(a)
this Agreement shall have been terminated in accordance with its
terms; or
(b)
at expiration of the Offer,
(I)
THERE SHALL NOT HAVE BEEN VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO
THE EXPIRATION OF THE OFFER A NUMBER OF SHARES REPRESENTING AT LEAST A MAJORITY
OF THE SHARES OUTSTANDING IMMEDIATELY PRIOR TO THE EXPIRATION OF THE OFFER,
EXCLUDING SHARES OWNED BY PARENT AND ITS AFFILIATES, THE COMPANY OR ANY OFFICER
OR DIRECTOR OF PARENT, ANY OF ITS AFFILIATES OR THE COMPANY (THE "MAJORITY OF
THE MINORITY CONDITION");
(II)
ANY OF THE OTHER CONDITIONS TO THE OFFER SET