SHARE SUBSCRIPTION AND LOAN AGREEMENT

Transcription

1 Draft Version 1 August 2009 Subject to Contract DATED 2009 SHARE SUBSCRIPTION AND LOAN AGREEMENT EAST AFRICAN COMMUNITY BROADBAND INFRASTRUCTURE NETWORK COMPANY LIMITED

2 THIS AGREEMENT is dated this 2009 and made between: 1. EAC-BIN COMPANY LIMITED a company incorporated in the Republic of... for the purposes hereof care of...,... (the Company 2. GOB 3. GOK 4. GOR 5. GOU 6. GOTZ 7. TELCOS WHEREAS (A (B (C (D (E The Company has been established by the Partner States of the East African Community (EAC by Protocol on Regional Communication Networks dated...under which the partner states have undertaken to co-operate and jointly develop a seamless regional broadband infrastructure network The Company is duly registered in the Republic of... and is in the process of being established in the Region to develop, operate, maintain and upgrade a seamless and interconnected regional broadband Infrastructure Network to carry electronic communication services within the territory of each partner state and across the region The authorised capital of the company is United States Dollars...USD (... divided into... (... ordinary Shares of... (USD... each, and classified into two categories of Class A and B shares such classification being for descriptive purposes only and all shares bearing all and equal rights and obligations under the Company s Organizational Documents. The Total Investment required for the project is currently estimated at USD... ( Total Project Investment. To enable the Company to raise its portion of Project Investment, such portion currently estimated at... (further details to be further agreed upon and annexed to this Agreement as Schedule 2 ( EAC-BIN Project Investment, the Partners States Governments ( the Governments have agreed to invest United States Dollars...equally contributed by all of them being equal to Fifty per centum (50% of Ordinary Shares in the Company i.e...shares and described as Class A Shares together with USD... in Company Loan also equally contributed by all of them ( Governments Loan (together the Governments Investment The Company intends to raise the Balance of the Project Investment by: (a Issuing shares in the Company to the subscribers (as hereinafter described in consideration of the subscribers

3 - 2 - subscribing to the Subscription Shares (as hereinafter described and; b further by the subscribers granting Shareholder Loans (as hereinafter defined to the Company subject to the terms and conditions of this Agreement. (F The subscribers severally agree to subscribe for the Subscription Shares and to make the Shareholder Loans and the Company has agreed to issue and allot the Subscription Shares to the Subscribers on the terms of this Agreement. NOW IT IS AGREED as follows:- 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement (including the recitals and Schedules to this Agreement, save where the context otherwise requires, the following terms shall have the following meanings: Affiliate in relation to any specified person or company means any corporate entity that directly or indirectly through one or more intermediaries, controls or is owned or controlled by, or is under common control with such person Agreement means this Shareholders Agreement together with its schedules or annexes Articles of Association means the Articles of Association of the Company in the form annexed to this Agreement as Annex 1 and to be adopted pursuant to Clause Auditors means any firm of certified public accountants as the Company may from time to time appoint as its auditors Board means the Board of Directors of the Company as constituted in accordance with this Agreement from time to time Broadband Infrastructure Network means the broadband ICT Infrastructure Network in the East African Community Business means the business of the Company either by itself or in conjunction with any other entity of constructing, maintaining and /or operating any national or regional broadband ICT infrastructure network and establishing, working, managing, selling, hiring or in any other way applying information or communication technology involving sound, visual images, electrical impulses, fibre optics or otherwise; Business Day means any day (other than a Saturday on which banking institutions are open or the conduct of banking business in the Partner states Company means the East Africa Broadband ICT Infrastructure Network henceforth referred to as EAC-BIN Control means the power to direct the management of an entity directly or indirectly whether through ownership of shares or securities, by contract or otherwise provided that the ownership of one hundred percent (100% of the share capital of an entity is deemed to

4 - 3 - constitute control of that entity. Controlling, Controlled and Controllers shall be construed accordingly and have corresponding meaning Completion means the completion of the allotment and issue of the Subscription Shares to the Investing Subscribers (as hereinafter defined and the granting of Shareholder Loans (as hereinafter defined by the Investing Subscribers to the company pursuant to the Agreement; Completion Date means the date determined in accordance with Clause [insert] Completion Notice has the meaning assigned to it in Clause [insert]; Conditions Precedent means the conditions set out in Clause [insert] of this Agreement; Directors means the directors of the Company appointed from time to time in accordance with the provisions of this Agreement and Director means any one of them EACDICT shall mean the East African Community Directorate of Information and Communications Technology East African Community Partner States means Kenya, Uganda, Tanzania, Rwanda and Burundi; Encumbrance includes any mortgage, charge (whether legal or equitable, lien, option, security, interest, restrictive covenant, pledge, hypothecation, assignment, title retention, trust arrangement or other restriction or equity of any kind or other encumbrance securing or any right conferring a priority of payment in respect of any obligation of any person; Existing Contracts shall have the meaning ascribed to it in paragraph 11 of Schedule 1; Financial Year means the financial year of the Company from time to time as designated by the Board Government of Burundi means the executive arm of the Government of the Republic of Burundi Government of Kenya means the executive arm of the Government of the Republic of Kenya Government of Tanzania means the executive arm of the Government of the Republic of Tanzania Government of Uganda means the executive arm of the Government of the Republic of Uganda Government of Rwanda means the executive arm of the Government of the Republic of Rwanda Guarantees has the meaning given to it in clause [Insert] Loans means the amounts from time to time loaned by each Shareholder to the Company under the Share Subscription and Loan Agreement Majority Shareholder means any Shareholder who from time to time owns ten percent (10% or more of the issued shares in the Company

5 Memorandum and Articles means the Memorandum and Articles of Association of the Company Minority Shareholder means any Shareholder who from time to time owns less than ten percent (10% of the issued shares in the Company Open Access means the non-discriminatory, fair and transparent allocation of capacity in EAC-BIN Parties means the Parties to this Agreement and any other person who becomes a member of the Company and who agrees to be bound by this Agreement and Party shall be construed accordingly Shareholders means the shareholders in the Company and Shareholder means any one of them Share Subscription and Loan Agreement means this agreement Shareholders Agreement means the agreement which are set out in Schedule 3; Shares means ordinary shares in the Share Capital of the Company and Share means any one of them Subsidiary means a subsidiary as person in which a party to this agreement has 50% or more of voting rights and includes any person in which a party has power to influence any decision Broadband Infrastructure Network means the broadband ICT Infrastructure Network in the East African Community Government Interest Rate means the interest rate of the three month average Treasury Bill rate plus a margin of three percent of the host country of the Company Government Loan means the amounts loaned by the Governments of the East African Partner States to the company from time to time as more practically set out in part B of Schedule 2 upon which the Governments shall upon completion be entitled to interest at the Government Interest rate on such amounts as the Governments have from time to time disbursed to the Company up until the Completion Date. From the date of completion the GOK loan shall be converted to a shareholder loan in accordance with the provisions of Clause below with similar provisions with regard to interest and repayment as are applicable under the Shareholder Loans; Investment Payments has the meaning given to it in Clause [insert] and part A of Schedule 2; Investment Subscribers means those of the Subscribers who, on the Completion Date, have fulfilled their respective payment obligations which are set out in Clause [insert] 3.2.2; Long Stop Date has the meaning given to it in clause [insert]; Loan Agreement has the meaning given to it in Clause [insert];

6 Shareholder Loan means the loan to be paid by each of the Subscribers upon Completion details of which are set out in Part A of Schedule 2, credit being given for the amount paid in respect of the Subscribers Initial Loan disbursed upon signature hereof pursuant to [insert] Clause 2.1; Subscription Price means consideration paid by each of the Subscribers for the subscription of the Subscription Shares details of which are set out in Part A of Schedule 2; Subscription Shares means the ordinary shares in the capital of the company issued to the Subscribers in accordance with the terms of this Agreement details of which are set out in part A of schedule 2 hereto; Taxes means any form of direct or indirect taxes, levies or duties, including without limitation taxes on income or profits, withholding taxes, deductions, property taxes, value added taxes, stamp duty, registration duties, customs and excise duties, sales taxes, social security and social contributions, under any applicable laws or regulations and any penalty, fine, surcharge or interest payable in connection with any failure to pay or any delay in paying any of the same, and the term Tax shall be construed accordingly; Unallocated Shares means the...ordinary shares in the company which the company shall allocate forthwith upon the execution of this Agreement and in accordance with the provisions of Clauses and 3.4.3; and Warranties means the representations and warranties set out in this agreement and any other representations and warranties made by or on behalf of the Company and the Governments of the East African Partner States Unless the context otherwise requires, in this Agreement (including the recitals and Schedules: words and expressions defined in the Act shall bear the same meanings ascribed to them in the Act wherever used herein; reference to any statute or statutory provision shall include any statute or statutory provision that amends or replaces, or has amended or replaced it and shall include any subordinate legislation made under the relevant statute; words denoting singular numbers shall include the plural and vice versa and reference to the masculine gender includes a reference to the feminine gender and neuter and vice versa; references to Sections, clauses, sub-clauses and Schedules, unless otherwise provided, are to be construed as references to the Sections, clauses and sub-clauses of and Schedules to this Agreement; references to any document in an agreed form or in agreed terms shall mean a document agreed between the parties and initialled by them or by their advocates on record on their behalf as an indication of such agreement;

7 the expression person includes any natural person, body corporate, body incorporate, state, agency, governmental authority or firm; the expression party means a party to this agreement and parties shall be construed accordingly, 1.3. Section headings are for convenience only and shall not affect the construction of this document Unless the context otherwise requires, any obligation imposed by or resulting from the execution of this Agreement (including any obligation resulting from any of the Warranties proving to be untrue or misleading or being breached which is undertaken by more than one person shall be a several obligation of each of the persons who has undertaken it, and in addition if and for so long as such obligation can in law constitute a joint obligations Where any number of days is to be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day. If the last day of such number so calculated falls on a day which is not a Business Day, the last day shall be deemed to be the next succeeding day which is a Business Day; Any reference to days (other than a reference to Business Days, months or years shall be reference to calendar days, months or years, as the case may be. 1. CONDITIONS PRECEDENT 2.1 Forthwith, upon the signing of this Agreement each of the Subscribers shall pay an amount equal to five percent (5% of the Investment Payments ( Initial loan as is specified in Part A of Schedule 2 in immediately available funds to the EAC at the following United States Dollar Account to hold on trust for the company pending the opening of the company s own bank account at which point, upon written request by the Board, [ ] the EAC shall transfer all amounts held to the company s bank account. If any subscriber fails to pay such Initial Loan by no later than the end of the Business Day following the date of this Agreement (time being of the essence they shall ipso facto have no further rights under this Agreements and such rights to Shares as would have been available to such subscriber shall be treated in accordance with clause 3.4 hereof. Forthwith upon the signing of this agreement the company shall offer the unallocated shares in accordance with the provisions of Clauses and

8 The Initial Loans shall until completion be treated pari passu and pro rata as between the Subscribers but as prior ranking debts to the Governments Loan. The company shall pay interest on the initial loans at the Government Interest Rate from the date of disbursement to the company to the date of Completion or repayment in default of Completion. If completion does not take place on or before the long stop date, any subscriber shall upon having given six (6 months written notice be entitled to call for the repayment of its initial loan. 2.1 The obligations of each of the subscribers to subscribe on the completion date for their subscription shares in accordance with terms of this agreement shall be conditional upon the following conditions precedent being fulfilled to the satisfaction of the Non-Government subscribers or being waived (in the case of conditions precedent which are capable of lawful waiver by the of such Subscribers by no later than such date failing one hundred and thirty five (135 days from the date of this Agreement or such extended date as the Majority Subscribers and the Governments may agree in writing ( Long Stop Date and for the purposes thereof, the Majority Subscribers shall be required to issue notice in writing to the company confirming that the conditions referred to in clauses to have been fulfilled to their satisfaction or waived in accordance with the aforesaid provisions of this clause 2.3 ( Completion Notice :- 2.2 The Governments duly executing an EAC Protocol on Regional Communication Networks which provides a framework for regional co-operation in the development and operation of the EAC-BIN and providing the various exemptions and/or authorisation, guarantees for the regional network; 2.1 The Governments undertake to use their best endeavours to procure the fulfilment of the Conditions Precedent referred to in Clauses to as soon as possible following the execution of this Agreement and in any event prior to the Long Stop Date. 2.2 If the Conditions precedent have not been fulfilled or waived in accordance with Clause 2.3 by the Long Stop Date then save for the provisions of this Clause 2.5 and Clauses 6,7,8,9,10,11,12 and 13 which will survive the termination of this Agreement and save for the repayment by the company to the Shareholders of their Initial Loans in priority to repayment of the Government Loans, this Agreement (and all rights and obligations created hereunder shall stand terminated and no party shall be liable to any other party in

9 - 8 - connection with any rights or obligations arising out of or in connection with this Agreement. 2.3 Completion shall, for purposes of the Investing Subscribers, occur on the Completion Date, which shall be determined as follows: If the Completion Notice is issued within sixty (60 days from the date of this Agreement then the completion Date shall be the first Business Day falling after the expiration of ninety (90 days from the date of this agreement; If the completion notice is issued after the expiry of sixty (60 days from the date of this Agreement, then the Completion Date shall be the first Business Day falling after the expiration of thirty (30 days from the date of issuance of the Completion Notice. 3 SUBSCRIPTION FOR THE SUBSCRIPTION SHARES 3.1 Completion shall take place on the Completion Date at the...] 3.2 On the Completion Date: Each of the Subscribers shall be required to make payment in cleared funds by the same day RTGS electronic funds transfer to the account of the Company at the company s bank account (as the company shall notify to the same to the Subscribers for such amount as is set out in Part A of Schedule 2 ( Investment Payments less the amounts paid as its Initial Loans. Such amount together with the Initial Loan but less the Subscription Price shall thereafter constitute the Shareholder loan unless and until the company subsequently determines otherwise to convert such in whole or in part into equity in the company The company shall upon payment allot and issue Subscription Shares as fully paid up at the Subscription Price to the Investing Subscribers; The company shall deliver to the Investing Subscribers a certified copy of the minutes of the Board authorizing the allotment and issuance of the Subscription Shares to the Investing Subscribers; The company shall procure that the Return of Allotment... in relation to the Subscription Shares is duly completed and filed with the registrar of companies in the Host Country of the Company; The company shall enter the names of the Investing Subscribers in the register of members of the company as registered holders, and shall issue and deliver to the Investing Subscribers appropriate share certificates duly executed by the company; The company, the Governments and the Investing Subscribers shall execute the Shareholders Agreement and the Articles shall be adopted in accordance with the terms of the Shareholders Agreement; and

10 All the Governments party to this Agreement hereby waive any rights or restrictions existing as at the Completion Date that may be contained in or referred by Articles as at the Completion Date or any agreement that may be existing relating to the shareholding of the respective Governments in the company or otherwise howsoever and the enforcement of or compliance with which would prevent the subscription, allotment, and issue of the Subscription Shares as contemplated herein. 3.4 If a subscriber does not fulfil the conditions set out in clause 2.1 or clause 3.2.2: This agreement (and all rights and obligations created hereunder shall, for the purpose of such defaulting Subscriber only stand terminated and the company and/or the Governments shall have no further obligation or liability towards such defaulting Subscriber (the Defaulting Subscriber who shall thereupon forfeit their Initial Loan by way of agreed liquidated damages; The company shall by way of written notice ( Offer Notice to the Investing Subscribers offer the Defaulting Subscribers allocated shareholding in the company (the Share Offers to the Investing Subscribers. The number of Offer Shares offered to each Investing Subscriber ( Entitlement Shares shall be such number of shares as nearly as may be in proportion to the Subscription Shares to be issued to the Investing Subscribers on the Completion Date ( Pro- Rata Entitlement. The offer notice shall specify the following details in relation to the Entitlement Shares: i Subscription Shares; ii Subscription Price; and iii Shareholder Loans The investing Subscribers shall have the right of refusal to purchase the Entitlement Shares within fourteen (14 days of the date of receipt of the Offer Notice (the First Offer Period provided that in the event that an Investing Shareholder does not wish to exercise such right within the first Offer Period in relation to its Entitlement Shares such shares shall be offered to Investing Subscribers who have given notice of exercise of their rights of first refusal and who shall have a further period of fourteen (14 days (the Second Offer Period to subscribe for such shares on the basis of their respective Pro-Rata Entitlement. For purposes of payment by an Investing Subscriber in relation to the Offer Shares it agrees to acquire following the process set out above, the Investing Subscribe shall within seven (7 days of expiry of the Second Offer period make payment to the company or procure that a further guarantee for the purpose of securing its payment obligations is issued to the company in relation to the Subscription Shares and the Shareholder loans. The provisions of Clause 3 shall apply, mutatis mutandis, in relation to the purchase by an Investing Subscriber of any of the Offer Shares. In relation to those Offer Shares in respect of which the right of refusal is not

11 exercised within the Second Offer Period, the Government in the respective Partner State shall have the right to allocate such shares to a bona fide and arm s length third party purchaser at any price not being less than the price that would have been payable by an investing subscriber provided that any such third party purchaser is duly licensed to carry network data in the East African Community Partner States 4 SHAREHOLDER LOANS 4.1 The terms and conditions that shall apply to the Shareholder Loans shall be determined by the Governments prior to the date of Completion and such terms and conditions shall be set out in a loan agreement to be signed by the Shareholders and the Company on the Completion Date (the Loan Agreement. 5 WARRANTIES 5.1 The Governments and the EAC ; Hereby warrant, represent and undertake to the Subscribers (which shall continue in full force and effect hereafter notwithstanding completion THAT: The Company is duly registered as a Limited Liability Company under the Laws of...with the requisite power and authority to enter into and perform, and has or will prior to completion have taken all necessary corporate action to authorise the execution and performance of its obligations under this Agreement and all other agreements and documents to be executed by the Company under this Agreement This agreement will, when executed, constitute valid and binding obligations of the Governments and the Company Save as contemplated in this Agreement, no person has the right (whether exercisable now or in the future and whether contingent or not to call for the allotment, conversion, issue, sale or transfer of any share or loan capital or any other security giving rise to a right over capital of the Company under any option or other agreement (including conversion of rights and rights of pre-emption and there are no encumbrances on shares of the Company or any arrangements or obligations to create any encumbrances 5.2. Each of the warranties shall be construed as a separate warranty and (save as expressly provided to the contrary shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other term of this Agreement and shall remain in full force and effect notwithstanding Completion None of the Warranties shall be deemed in any way modified or discharged by reason of any investigation or inquiry made or to be made by or on behalf of the Subscribers 5.4. The liability of the Company, the Governments (jointly the Warrantors to all the Investing Subscribers (together and not separately under the Warranties

12 Shall cease, in the case of all Warranties at the end of the first year from the Completion Date except in respect of matters which have been the subject of a bona fide written claim made before such date by an Investing Subscriber; Shall be limited (as to each of the Investing Subscribers to a maximum aggregate amount of 100% of the value of the Investment Payments paid by each Investing Subscriber as determined in accordance with this Agreement The Warrantors shall not be liable for any claim arising in respect of loss of profit, punitive damages or consequential damages The Warrantors shall not be liable for any claim arising in respect of any matter, act, omission or circumstance (or any combination thereof including for the avoidance of doubt, the aggravation of a matter or circumstance to the extent that the same would not have occurred but for:- i any voluntary act or omission or transaction of the Investing subscribers or the Company or their respective directors, employees or agents or successors in title, after Completion ii In respect of any claim for any losses suffered by the Investing Subscribers to the extent of any corresponding savings by, or net benefit to, the Investing Subscribers arising therefrom 6. ASSIGNMENT 6.1. The benefits of this Agreement shall endure for the benefit of the successors and permitted assigns of each of the parties but the obligations under this Agreement shall not be transferred to any other person or be assignable. 7. REMEDIES FOR BREACH 7.1. Any remedy conferred on the Subscribers for breach of this Agreement (including the breach of any Warranty shall be in addition and without prejudice to all other rights and remedies available to the Subscribers and the exercise of or failure to exercise any remedy shall not constitute a waiver by the Subscribers of any of their other rights and remedies 7.2. Any remedy conferred on the Company and the respective Governments for breach of this Agreement shall be in addition and without prejudice to all other rights and remedies available to the Company and the Governments and the exercise of, or a failure to exercise any remedy shall not constitute a waiver by the Company and the Governments of their other rights and remedies

13 FURTHER ASSURANCE 8.1. The Company and the Governments shall from time to time and at all times after Completion execute all such deeds and documents and do all such things as the Subscribers may reasonably require for perfecting the transactions intended to be effected under or pursuant to this Agreement and for vesting in the Subscribers the full benefit of the Subscription Shares and Shareholder Loans 9. ENTIRE AGREEMENT 9.1. This Agreement (together with any documents referred to in it constitutes the whole agreement between the parties relating to the subscription of the Subscription Shares and the granting of the Shareholder Loans and no party has relied on any representation made by any of the parties which is not a term of this Agreement. No future variation of this Agreement shall be effective unless made in writing and signed by each of the parties hereto 10. NOTICES 10.1 All notices or other communications to be given under this Agreement to a Party shall be made in writing and sent by letter or facsimile transmission (as otherwise stated therein and shall be deemed to be duly given on the day following the date when delivered (in the case of personal delivery, and at 9.00am on the Business Day following the date when dispatched (in the case of facsimile transmission, PROVIDED THAT the sender has received a receipt indicating proper transmission or ten (10 days after being deposited in the post, postage prepaid, by the quickest mail available and by registered mail if available (in the case of a letter to such Party at its address or facsimile number specified herein, or at such other address or facsimile number as such Party may hereafter specify for such purpose to the other by notice in writing The address for each Shareholder for personal delivery shall be as laid out in the First Schedule hereto. 11. EFFECT OF COMPLETION Any provision of this agreement which is capable of being performed after Completion but has not been performed at or before Completion and all Warranties and indemnities and other undertakings contained in or entered into pursuant to this Agreement shall remain in full force and effect notwithstanding Completion. 12. APPLICABLE LAW AND DISPUTE RESOLUTION

14 This Agreement and its performance shall be governed by and construed in all respects in accordance with the Laws of Tanzania If any dispute or difference of any kind whatsoever shall arise between the Partner States or between any of the Eligible Entities in connection with or arising out of the Agreement, the parties shall make every effort to resolve amicably such dispute or difference by mutual consultation If, after thirty (30 days, the parties have failed to resolve their dispute or difference by such mutual consultation, then either party may give notice to the other party (ies of its intention to commence arbitration in accordance with Article 32 of the EAC Treaty Any such dispute shall be referred to arbitration before a panel of at least three arbitrators being duly qualified lawyers of not less than ten years standing and authorised to practice law in any of the partner states, such to be appointed by agreement between the Parties or in default of such agreement within thirty (30 days of the notification of a dispute, upon the application of either Party, by the East African Court of Justice Such arbitration shall be conducted in rusha in accordance with the... and Rules thereunder. 13. GENERAL 13.1 No failure or delay to exercise any power, right or remedy by any of the parties shall operate a waiver of that right, power or remedy and no single or partial exercise by any of the parties of any right, power or remedy shall preclude its further exercise or the exercise of any other right, power or remedy The rights and remedies of all the parties provided in this Agreement are cumulative and not exhaustive of any rights or remedies provided by law Each of the provisions of this Agreement is severable and distinct from the others and if any one of these provisions is or becomes invalid, illegal or unenforceable the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired The payment obligations of Subscribers pursuant to this Agreement shall not be deemed to be discharged by the mere issue of the Guarantees. IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto as of the day and year first hereinbefore written.

15 EXECUTION Signed by duly authorised for and on behalf of EAC in the presence of: Signed by duly authorised for and on behalf of SHAREHOLDER #1 in the presence of: Signed by duly authorised for and on behalf of SHAREHOLDER #2 in the presence of: Signed by SHAREHOLDER #3 in the presence of:

16 Signed by duly authorised for and on behalf of SHAREHOLDER #4 in the presence of: Signed by duly authorised for and on behalf of SHAREHOLDER #5 in the presence of: Signed by duly authorised for and on behalf of SMALL SHAREHOLDER #1 in the presence of: Signed by duly authorised for and on behalf of [SMALL SHAREHOLDER #2] in the presence of: Signed by duly authorised for and on behalf of [

17 SCHEDULE 1 Addresses EAST AFRICAN COMMUNITY AICC, P.O. Box..., Arusha, Tanzania Fax: +256 (20 xxxxxxxxxxxxxxxx SHAREHOLDER #1 C/O [ ] [ ] Fax: [ ] [ ] SHAREHOLDER #2 C/O [ ] [ ] Fax: [ ] [ ] SHAREHOLDER #3 C/O [ ] [ ] Fax: [ ] [ ] SHAREHOLDER #4 C/O [ ] [ ] Fax: [ ] [ ] SHAREHOLDER #5

18 C/O [ ] [ ] Fax: [ ] [ ] [TELCO SHAREHOLDER #1] C/O [ ] [ ] Fax: [ ] [ ] [TELCO SHAREHOLDER #2] C/O [ ] [ ] Fax: [ ] [ ]

19 SCHEDULE 2 DETAILS OF EAC-BIN PROJECT INVESTMENT SHAREHOLDER SUBSCRIPTION SHARES SHAREHOLDER INVESTMENT INITIAL LOAN EQUITY INVESTMENT SHAREHOL- DER LOAN

20 SCHEDULE 3 FORM OF SHARHOLDERS AGREEMENT