Common use of Call Right Clause in Contracts

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller may, from time to time, mutually agree (the "Call Jurisdictions"), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right in any Call Jurisdiction or with respect to the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exercise.

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) in each If following the later of the jurisdictions set forth on Schedule 5.2(a(i) hereof Effective Date and (ii) the six month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 200% of the Exercise Price (the “Threshold I Price”, and such other jurisdictions as Buyer and Seller may20 day period, from time to timethe “Threshold I Period”), mutually agree then the Company will have the right, but not obligation (the "“Call Jurisdictions"I Right”), all on prior written notice in accordance with Section 14(c) below to require the Holder to exercise up to 50% of any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call I Amount”); provided that the Call I Right must be exercised within 20 Trading Days of the IP Network assets owned last day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the applicable Call Amount. The date that the Company delivers the Call Notice to the Holders will be referred to as the “Call Date.” Within 15 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the applicable Call Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the Seller and/or 15th Trading Day following the Seller Subsidiaries in each date of receipt of the Call Jurisdiction, Notice (the “Forced Exercise Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the Call Date through and including those assets 6:30 p.m. (New York City time) on the Forced Exercise Date. (d) Notwithstanding anything to the contrary set forth in Schedule 5.2(athis Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), subject unless from the beginning of the 20 consecutive Trading Days used to additions and deletions subsequent to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date (the “Call Period”) (i) the Closing permitted under Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this AgreementWarrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, and all contract rights associated therewith; provided, for (iii) the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included Equity Conditions (as defined in the Acquired Network Facilities transferred hereunder at Notes) are satisfied (or waived in writing by the initial Closing; and (bapplicable Holder) all the rights and obligations on each Trading Day with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date Underlying Shares issuable upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in any such Call Jurisdiction or with respect Period) is greater than 100,000 shares. (e) Notwithstanding anything herein to the Satellite Rightscontrary, Buyer (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall assume all liabilities not apply and obligations (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Seller and/or the Seller Subsidiaries related to the respective Call Assets Forced Exercise Date solely to the extent that such liabilities arise necessary to enable this Warrant to be exercised for the Call Amount on or after the date of exerciseForced Exercise Date.

Call Right. The Purchaser shall have, during the Exercise Period (as defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the “Call Right”). Purchaser or Nominee(s) shall be permitted to purchase, and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions: Condition 1 40% Condition 2 30% Condition 2 30% However, in case that the Companies and their subsidiaries achieve not less than $ 12 million in after-tax income, as determined under US GAAP, for itself the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller Subsidiaries, hereby grants shall be obligated to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller may, from time to time, mutually agree (the "Call Jurisdictions")sell, all of the IP Network assets Seller Shares owned by the Seller and/or at the price of USD 1.00 and it shall be considered that Condition 3 has been met; for purpose of avoiding doubt, under such circumstance, there will be no more call right to be granted to the Purchaser even if the Company and its subsidiaries achieves not less than $ 12 million in after-tax income, as determined under US GAAP, for the fiscal year ending December 31, 2011. Notwithstanding anything in this Agreement, in case that the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all contract rights associated therewith; providedof the Seller’s Shares then held by the Seller, for without any regard to the purpose of clarification, that telecommunications circuits Conditions being met. The Purchaser shall be entitled to destinations in any exercise such Call Jurisdiction, but originating outside Right immediately and the Seller shall transfer to the Purchaser or his Nominee(s) all the Seller’s Shares immediately upon the Purchaser’s or his Nominee(s)’s exercise of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right in any Call Jurisdiction or with respect to the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exerciseRight.

Call Right. SellerWith respect to any Management Holder, for itself and during any six (6) month period commencing on the Seller Subsidiariesdate of effectiveness of Termination of such Management Holder (the last day of such period, hereby grants to Buyer and the Buyer Subsidiaries “Call Notice Deadline”), the right Company shall have the right, but not the obligation, to purchase (from Management Holdco, and Management Holdco shall have the "Call Right") obligation to sell to the following assets ("Call Assets"): (a) in each Company, all or any portion of the jurisdictions set forth on Schedule 5.2(a) hereof and such Vested Class B Units or any other jurisdictions as Buyer and Seller mayUnits held by Management Holdco, from time up to time, mutually agree the amount of Corresponding Management Holdco Units held by the applicable Management Holder (the "Call Jurisdictions"), all of the IP Network assets owned Vested Class B Units and any other Units held by Management Holdco which may be purchased by the Seller and/or Company pursuant to this sentence, the Seller Subsidiaries “Called Units”). The purchase price (the “Call Price”) for any Called Units repurchased in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent accordance with this Section 8.8(a) shall be equal to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside Fair Market Value of such Call Jurisdiction, shall not be Call Assets and instead shall be included in Called Units on the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, date the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date")Notice is delivered; provided, however, that if in the term event that the Termination of the Network Services Agreement Management Holder is extended beyond for Cause, the Expiration Date, then the Expiration Date Call Price for any Called Units repurchased in accordance with this Section 8.8 shall be equal to the lesser of (A) the cost paid by the Management Holder to directly or indirectly acquire such Called Units (which, for purposes of Vested Class B Units, shall be deemed to be $0) less any Distributions previously made with respect to such Called Units and (B) the Fair Market Value (after giving effect to any Losses arising from any conduct constituting Cause) of such Called Units on the date upon which the Network Services Call Notice is delivered (the “Call Right”). Management Holdco shall, concurrently with any purchase of Called Units hereunder, repurchase the equivalent number and type of such Units from the Management Holder pursuant to the terms of the Management Holdco Operating Agreement, attached as Exhibit A hereto, is terminated. Upon The Company and Management Holdco shall reasonably cooperate to consider alternative structures for implementing the exercise of any Call Right in a manner that would minimize any taxes imposed on the Members with respect to the purchase of Called Units and the funding of such purchase; provided, that no such alternative structure shall be implemented without the consent of BridgeBio if such structure could reasonably be expected to have a disproportionate and adverse effect on BridgeBio or any of its Affiliates. Exercise of the Call Right in shall not be deemed to limit any Call Jurisdiction other rights or with respect to the Satellite Rights, Buyer shall assume all liabilities and obligations remedies of the Seller and/or the Seller Subsidiaries related Company or any of its Affiliates relating to the respective Call Assets to the extent that such liabilities arise on or after the date of exerciseany conduct constituting Cause.

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries The Issuer shall have the right to purchase call for repurchase all, but not less than all, of the Anchor Warrants then held by the Anchor Subscriber (or its permitted transferees that shall have executed and delivered a joinder to this Agreement), by notice (a “Call Notice”) to the "Call Right") the following assets ("Call Assets"): Anchor Subscriber, at a price of $0.01 per Anchor Warrant, provided that (a) in each of the jurisdictions set forth on Schedule 5.2(aReference Value (as defined below) hereof and such other jurisdictions as Buyer and Seller may, from time to time, mutually agree equals or exceeds $18.00 per share (the "Call Jurisdictions"), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions adjustment as provided below) and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all there is an effective registration statement covering the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary issuance of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date Shares issuable upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Anchor Warrants, and a current prospectus relating thereto, available throughout the 30-day Call Right in Period (as defined below). In the event that the Issuer elects to call the Anchor Warrants pursuant hereto, the Issuer shall fix a date for the repurchase (the “Call Date”). On the Call Date, the Anchor Subscriber (or any Call Jurisdiction or with respect permitted transferee that shall have executed and delivered a joinder to this Agreement) shall transfer all Anchor Warrants then held thereby to the Satellite Rights, Buyer shall assume all liabilities and obligations Issuer upon payment of the Seller and/or the Seller Subsidiaries related applicable purchase price. The Call Notice shall be provided to the respective Call Assets Anchor Subscriber in accordance with the provisions hereof not less than thirty (30) days prior to the extent that such liabilities arise on or Call Date (the “30-day Call Period”). As used herein “Reference Value” shall have the same meaning, and subject to the same adjustment, as provided in the Warrant Agreement dated December 2, 2020 by and between the SPAC and Continental Stock Transfer & Trust Company, as assumed by the Issuer in connection with the consummation of the Business Combination and as amended. The Anchor Warrants may be exercised in accordance with their terms at any time after the date of exerciseCall Notice shall have been given.

Call Right. SellerAt any time after the date hereof, IBP Investment Holdings, LLC, a Delaware limited liability company (“Investment Holdings”), TCI Holdings, LLC, f/k/a GNV Holdings, LLC, a Georgia corporation (“TCI”), and IBP Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”), may at their individual election prior to December 31, 2014, purchase up to 36,080, 6,820 and 1,100 shares of Common Stock (as such numbers may be adjusted for itself stock splits, reverse splits or stock dividends from and after the Seller Subsidiariesdate hereof) from Cetus, hereby grants to Buyer and the Buyer Subsidiaries the right to respectively, at a purchase price of $0.01 per share (the "“Call Right"”) pursuant to the following assets terms of an Agreement for Purchase and Sale substantially in the form of Exhibit B hereto ("the “Purchase Agreement”). Each of Investment Holdings, TCI and Management Holdings is sometimes referred to herein as an “Option Holder”. If an Option Holder elects to exercise its Call Assets"): Right, it shall send a written notice to such effect, specifying the number of shares of Common Stock to be purchased (the “Option Shares”), to Cetus not less than two (2) days prior to the date on which such purchase and sale shall occur. At the closing of such purchase and sale at the place designated in such written notice, (i) such Option Holder shall deliver (a) in each the aggregate applicable purchase price to Cetus and (b) an executed counterpart of the jurisdictions set forth on Schedule 5.2(aPurchase Agreement and (ii) hereof Cetus shall deliver to such Option Holder (a) a certificate or certificates representing the Option Shares, which shall be duly endorsed (or accompanied by an irrevocable stock power or other instrument of assignment and transfer, duly executed) and otherwise in proper form for transfer (b) Cetus’s written representation and warranty to such Option Holder to the effect that Cetus owns such Option Shares free and clear of any and all liens, claims, charges or encumbrances of any nature, other jurisdictions as Buyer than restrictions imposed by applicable federal or state securities laws and Seller may, from time to time, mutually agree (the "Call Jurisdictions"), all c) an executed counterpart of the IP Network assets owned by Purchase Agreement. Each of the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under Option Holders is an intended third- party beneficiary of the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights")Section 8.1. Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the Any exercise of the Call Right in any Call Jurisdiction or accordance with respect this Agreement and the Purchase Agreement shall be subject to the Satellite Rights, Buyer shall assume all liabilities and obligations rescission pursuant to Section 3 of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exercisePurchase Agreement.”

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) Subject to the provisions of this Section 2.5, if at any time after the Registration Statement (as defined in Section 6.1 of the Purchase Agreement) is declared effective, the VWAP of the ADSs on the Company’s Trading Market is equal to or above US$4.76 (representing 400% of the VWAP as defined in Section 1.1 of the Purchase Agreement), as adjusted for any stock splits, stock combinations, stock dividends and other similar events (the “Threshold Price”) for each of any twenty consecutive Trading Days, then the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayCompany at any time thereafter shall have the right, from time to time, mutually agree but not the obligation (the "“Call Jurisdictions"Right”), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent on 20 days’ prior written notice to the Closing permitted under the terms Holder, to cancel any unexercised portion of this Agreement, and all contract rights associated therewith; provided, Warrant for which a Notice of Exercise has not yet been delivered prior to the purpose of clarification, that telecommunications circuits to destinations in any Cancellation Date (the “Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; andAmount”). (b) all To exercise the rights and obligations with respect Call Right, the Company shall deliver to the satellite communications agreements and all rights and obligations Holder an irrevocable written notice (a “Call Notice”) indicating the Call Amount. The date that the Company delivers the Call Notice to the Holder shall be referred to as the “Call Date”. Within 20 days of receipt of the Call Notice, the Holder may exercise this Warrant in specific countries with respect thereto, as described whole or in Schedule 5.2(b)part, subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreementhereof, (the "Satellite Rights")as set forth in herein. Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise Any portion of the Call Right in any Call Jurisdiction or with respect to Amount that is not exercised by 5:30 p.m. (New York City time) on the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after 20th day following the date of exercisereceipt of the Call Notice (the “Cancellation Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. (c) Notwithstanding anything to the contrary set forth in this Warrant, unless waived in writing by the Holder, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void) unless from the Call Date through the Cancellation Date (the “Call Period”) the Registration Statement shall be effective as to all of the Exercise Shares held by the Holder and the prospectus thereunder available for use by the Holder for the resale all such Exercise Shares, or the Exercise Shares held by the Holder qualify for resale under Rule 144.

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) in Subject to the provisions of this Section 2.3, if at any time the VWAP of the ADSs on the Company’s Trading Market is equal to or above U.S.$1.80, as adjusted for any stock splits, stock combinations, stock dividends and other similar events (the “Threshold Price”), for each of any twenty consecutive Trading Day period, then the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayCompany at any time thereafter shall have the right, from time to time, mutually agree but not the obligation (the "“Call Jurisdictions"Right”), all on 20 days’ prior written notice to the Holder, to cancel all, but not less than all, of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent unexercised portion of this Warrant for which a Notice of Exercise has not yet been delivered prior to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; andCancellation Date (as defined below). (b) all To exercise the rights and obligations with respect Call Right, the Company shall deliver to the satellite communications agreements and all rights and obligations Holder an irrevocable written notice thereof (a “Call Notice”). The date that the Company delivers the Call Notice to the Holder shall be referred to as the “Call Date”. Within 20 days after receipt of the Call Notice, the Holder may exercise this Warrant in specific countries with respect thereto, as described whole or in Schedule 5.2(b)part, subject to additions and deletions subsequent the terms hereof, as set forth in herein. Any portion of this Warrant that is not exercised by 5:30 p.m. (New York City time) on the 20th day following the date of receipt of the Call Notice (the “Cancellation Date”) shall be cancelled. (c) Notwithstanding anything to the Closing permitted under contrary set forth in this Warrant, unless waived in writing by the terms Holder, the Company may not deliver a Call Notice or require the cancellation of any unexercised portion of this Agreement, Warrant (and any Call Notice will be void) unless from the Call Date through the Cancellation Date (the "Satellite Rights"). Unless earlier terminated pursuant “Call Period”) the Registration Statement shall be effective as to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary issuance of all of the date hereof ("Expiration Date"); provided, however, that if Exercise Shares to be issued to the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date Holder upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right in any Call Jurisdiction or with respect to the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exerciseWarrant.

Call Right. Seller(a) Subject to Sections 2.1(b) and (e), for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries Covenant shall have the right to purchase (the "Call Right") exercisable at any time and from time to time after the following assets ("Call Assets"): (a) in each date hereof until December 31, 2005, to purchase from Canco all or any portion of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayOptioned Shares owned by Canco, from time to time, mutually agree free and clear of all Encumbrances, at a price (the "Purchase Price") equal to US$3.50 per Optioned Share (being the issue price of each Optioned Share plus US$0.75 per common share into which the Optioned Shares may be converted), which price shall be equitably adjusted in the event of changes to the Optioned Shares. (b) Subject to Section 2.1(e), the Call Right shall be exercisable upon two (2) days' prior written notice by Covenant to Canco and the Depositary setting out the number of Optioned Shares to be purchased (the "Call Jurisdictions"), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite RightsNotice"). Unless earlier terminated pursuant to Section 5.6 hereunderFor greater certainty, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right as to a portion of the Optioned Shares shall not prevent the further exercise from time to time of the Call Right as to all or a portion of the remaining Optioned Shares. Provided that in the event that in any Call Jurisdiction or Notice, Covenant specifies that the Depositary is required to follow one of the two Market Sale Procedures permitted by the said Section 3.10 of the Shareholders Agreement as modified by the Canco Direction, completion of the exercise of the Call Right triggered by such Call Notice and payment of the Purchase Price payable to Canco in connection therewith shall be governed by and in accordance with respect the applicable Market Sale Procedure so required to be followed and not the succeeding provisions of this Agreement. (c) Subject to the Satellite Rightsproviso in Section 2.1(b), Buyer at the time of Closing, Canco will convey to Covenant good and marketable title to the Optioned Shares owned by Canco, free and clear of any mortgages, charges, liens, encumbrances, security interests, demands or other limitations of any nature or kind whatsoever (collectively, the "Encumbrances"). (d) Except for depositing the Optioned Shares in accordance with the Canco Deposit Agreement, Canco shall assume all liabilities not, without the prior written consent of Covenant (which consent shall be in the sole and obligations exclusive discretion of Covenant), transfer, convert to common shares of the Seller and/or the Seller Subsidiaries related Corporation, pledge, sell, encumber or otherwise assign or dispose of any Optioned Shares owned by Canco from time to the respective time. (e) Covenant may not give a Call Assets to the extent that such liabilities arise Notice at any time on or after the date on which any person who, pursuant to a Financing Commitment (for which no substitution has theretofore been made as hereinafter provided) (a "Dishonored Commitment"), has agreed to provide the Corporation with funds or credit, has breached such obligation until the Corporation has been provided, in accordance with the Financing Commitment Provision, with another Financing Commitment to provide funds or credit in an amount equivalent to the amount of exercise.funds or credit remaining to be provided to the Corporation on the Dishonored Commitment on terms not less favorable to the Corporation than those provided for in the Dishonored Commitment. EXHIBIT 4.15

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) Except as otherwise agreed in each writing by the Company, if (i) the employment of any Management Holder or Employee Holder with the Company or any of its Subsidiaries terminates for any reason (such time being referred to as the “Termination Date”) or (ii) a Shareholder subject to the covenant contained in Section 17(b) of this Agreement shall continue to be in breach of such covenant 30 days after the receipt of a written notice of such breach from any party hereto, then the Company shall have the right, but not the obligation, to purchase, for cash, in one or more transactions, all or any portion of the jurisdictions Common Stock held by such Management Holder or Employee Holder, as applicable, (other than the Co-Invest Shares of such Management Holder or Employee Holder) or all or any portion of the Stock held by such Shareholder, as applicable (the “Equity Call Option” and such Stock subject to the Equity Call Option, the “Call Equity Securities”) at the Equity Call Purchase Price. (b) If the Company desires to exercise the Equity Call Option, it shall deliver written notice thereof (a “Call Notice”), (i) if to the Management Holder or Employee Holder, as applicable, pursuant to Section 8(a)(i), no later than the first anniversary of the Termination Date or, in the case of shares of Common Stock acquired upon the exercise of a Common Stock Equivalent (including stock options granted pursuant to the Company’s 2006 Stock Option Plan or any other equity compensation arrangement), if later, the 190th day after such Common Stock is acquired or (ii) if to the Shareholder pursuant to Section 8(a)(ii), at any time after the 30-day period referred to in Section 8(a) (whether or not the applicable breach is then continuing) (the “Call Period”), which notice shall set forth on Schedule 5.2(a) hereof the number of, and such other jurisdictions as Buyer and Seller mayidentify which of, from time to time, mutually agree (the "Call Jurisdictions"), all Equity Securities of the IP Network assets owned by Shareholder the Seller and/or Company desires to repurchase, the Seller Subsidiaries in Equity Call Purchase Price for each such Call JurisdictionEquity Security, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under proposed closing date of the terms transaction. (c) For purposes of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, following terms shall not be Call Assets and instead shall be included in have the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right in any Call Jurisdiction or with respect to the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exercise.meanings set forth below:

Call Right. Seller(a) Subject to the provisions of this Section 2.3, if at any time the Closing Price as previously defined is equal to or above U.S.$.18, as adjusted for any stock splits, stock combinations, stock dividends and other similar events (the "Threshold Price"), for itself and any ten (10) Trading Days out of any thirty (30) consecutive Trading Day period, then the Seller SubsidiariesCompany at any time thereafter shall have the right, hereby grants to Buyer and but not the Buyer Subsidiaries the right to purchase obligation (the "Call Right"), on 20 days' prior written notice to the Holder, to cancel all, but not less than all, of the unexercised portion of this Warrant for which a Notice of Exercise has not yet been delivered prior to the Cancellation Date (as defined below). In the event the Warrants are not exercised, investors will receive $0.001 per Warrant, and the Company will have the right to assign the Warrant exercise for a period of 30 days to an investor in this offering or to any other person whether or not such person is an existing shareholder of the Company. Investors will not receive any additional proceeds in the event such other party exercises the warrant. (b) To exercise the following assets Call Right, the Company shall deliver to the Holder an irrevocable written notice thereof (a "Call AssetsNotice"):). The date that the Company delivers the Call Notice to the Holder shall be referred to as the "Call Date". Within 20 days after receipt of the Call Notice, the Holder may exercise this Warrant in whole or in part, subject to the terms hereof, as set forth in herein. Any portion of this Warrant that is not exercised by 5:30 p.m. (New York City time) on the 20th day following the date of receipt of the Call Notice (the "Cancellation Date") shall be cancelled, or at the Company's option, assigned to an assignee designated by the Company. (ac) in each of Notwithstanding anything to the jurisdictions contrary set forth on Schedule 5.2(ain this Warrant, unless waived in writing by the Holder, the Company may not deliver a Call Notice or require the cancellation of any unexercised portion of this Warrant (and any Call Notice will be void) hereof and such other jurisdictions as Buyer and Seller may, unless from time to time, mutually agree the Call Date through the Cancellation Date (the "Call JurisdictionsPeriod"), ) the Registration Statement shall be effective as to the issuance of all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject Warrant Shares to additions and deletions subsequent be issued to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date Holder upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right in any Call Jurisdiction or with respect to Warrant and the Satellite Rights, Buyer Company shall assume have sufficient authorized and issued shares for the issuance of all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exerciseWarrant Shares.

Call Right. Seller(i) If the Optionee’s Service is terminated for any reason, for itself and within ninety (90) days after such date of termination, the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries Company shall have the right and option to purchase (the "“Call Right"”) the following assets ("Call Assets"): (a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayOptionee, from time upon exercise of such Call Right, shall be required to time, mutually agree (sell to the "Call Jurisdictions"), Company any or all of the IP Network assets owned Shares acquired by Optionee pursuant to this Agreement (the Seller and/or the Seller Subsidiaries in each “Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder Shares”) at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date")Fair Market Value; provided, however, that if the term of Optionee’s Service is terminated for Cause (as defined in the Network Services Agreement Optionee’s employment agreement, or if the Optionee is extended beyond not party to any such employment agreement, as defined in the Expiration DatePlan), then in the Expiration Date event the Company exercises the Call Right, the repurchase price shall be the date upon which lower of the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon current Fair Market Value and the exercise price of the Option. In the event the Optionee elects (to the extent permitted under Section 6(b) hereof) to exercise any of Optionee’s Options after the time the Company has exercised its Call Right in hereunder, the Company shall have 90 days after any such exercise by the Optionee to exercise its Call Jurisdiction or Right with respect to such additional Shares. For purposes of this Section 6(c), the Satellite Rightsdefinition of Fair Market Value contained in the Stock Purchase Agreement dated November 9, Buyer 2007 shall assume all liabilities and obligations be used. (ii) If the Company desires to exercise its Call Right, the Company shall not later than the 90-day period described for such purchase in Section 6(c)(i), send written notice to the Optionee of its intention to purchase the Call Shares, specifying the number of Call Shares to be purchased (the “Call Notice”). The closing of the Seller and/or purchase shall take place at the Seller Subsidiaries related principal office of the Company on the later of the date that is thirty (30) days after giving the Call Notice and the date that is ten (10) business days after the final determination of the Fair Market Value. The Optionee shall deliver to the respective Company the Call Assets Shares and duly executed instruments transferring title to the extent that Call Shares to the Company against payment of the appropriate purchase price to such liabilities arise on Optionee. (iii) Any amounts payable under this Section 6(c) may be paid (A) in cash; or after (B) by offset of any obligation of the date of exerciseOptionee to the Company or its Affiliates.

Call Right. (a) Subject to the terms of this Section 6.7, if Buyer, at any time during the period that all or part of the Put Right remains outstanding (whether or not exercisable), in the exercise of its reasonable business judgment, determines to enter into a new transaction that it expects will contain any restriction or limitation on Seller's ability to exercise the Put Right that is more restrictive than those set forth on Schedule A (a "Restrictive Transaction"), for itself then Buyer shall first provide Seller with notice of the principal terms of such Restrictive Transaction and give Seller ten (10) days thereafter to determine whether to waive the provisions of Section 6.6 hereof (which written waiver also shall be delivered within such ten (10) day period) (a "Seller SubsidiariesWaiver"). In the event that a Seller Waiver is not executed and delivered during such ten (10) day period, hereby grants to then Buyer and the Buyer Subsidiaries shall have the right to purchase (the "Call Right") the following assets and Seller ("Call Assets"): (aor, for all purposes hereof, any transferee or assignee pursuant to Section 6.2(g)) in each shall be obligated to sell all, but not less than all, of the jurisdictions set forth on Schedule 5.2(a) hereof and Put Shares owned by such other jurisdictions as Buyer and Seller may, from time to time, mutually agree person at the call exercise price of $36.34 (the "Call JurisdictionsExercise Price")) per share; PROVIDED, all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarificationHOWEVER, that telecommunications circuits to destinations in any the Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead Exercise Price shall be included equitably adjusted up or down, as applicable, in the Acquired Network Facilities transferred hereunder at the initial Closing; andevent of any Organic Change. (b) The Call Right is exercisable at any time during the period that all or part of the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect theretoPut Right remains outstanding, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, by Buyer giving an irrevocable written notice (the "Satellite RightsCall Notice")) of exercise to Seller prior to consummating the Restrictive Transaction. Unless earlier terminated pursuant The total consideration to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date paid Seller upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right shall be calculated by multiplying (x) the Call Exercise Price by (y) the number of shares representing the Put Shares subject to the Call Notice (the "Total Call Price"). If at such time as the Call Notice is given, Buyer is precluded by Law or Contract from purchasing some or all of the Put Shares referenced in the Call Notice, then (i) Buyer shall purchase those Put Shares that Buyer is not so precluded from purchasing, pursuant to a closing under Section 6.7(c), and shall purchase the remainder of the Put Shares referenced in the Call Notice (the "Unpaid Call Shares") as soon as practicable after such time as Buyer is no longer precluded by Law or Contract from completing such purchase (at which point a closing shall occur for the consummation of the purchase according to the terms of Section 6.7(c)) and PROVIDED, FURTHER, that Seller shall remain obligated to sell and Buyer shall remain obligated to buy the remaining Put Shares referenced in the Call Notice as, and to the extent, availability arises thereafter; and (ii) until such time as the Unpaid Call Shares are so purchased, Buyer shall pay a monthly penalty fee on the portion of the Total Call Price related to any such Unpaid Call Jurisdiction or Shares at a rate of eight-and-one-half percent (8.5%) per annum, which penalty fee shall be payable monthly. Any payment made with respect to the Satellite RightsUnpaid Call Shares shall be applied first against any such accrued but unpaid penalty fees. Notwithstanding the foregoing, if Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related is precluded by Contract (other than pursuant to the respective Call Assets to the extent that such liabilities arise Indenture, dated as of March 27, 1997, listed on or after the date of exercise.Schedule

Call Right. Seller(i) If the Optionee’s Service is terminated for any reason, for itself and within ninety (90) days after such date of termination, the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries Company shall have the right and option to purchase (the "“Call Right"”) the following assets ("Call Assets"): (a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayOptionee, from time upon exercise of such Call Right, shall be required to time, mutually agree (sell to the "Call Jurisdictions"), Company any or all of the IP Network assets owned Shares acquired by Optionee pursuant to this Agreement (the Seller and/or the Seller Subsidiaries in each “Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder Shares”) at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date")Fair Market Value; provided, however, that if the term of Optionee’s Service is terminated for Cause (as defined in the Network Services Agreement Optionee’s employment agreement, or if the Optionee is extended beyond not party to any such employment agreement, as defined in the Expiration DatePlan), then in the Expiration Date event the Company exercises the Call Right, the repurchase price shall be the date upon which lower of the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon current Fair Market Value and the exercise price of the Option. In the event the Optionee elects (to the extent permitted under Section 6(b) hereof) to exercise any of Optionee’s Options after the time the Company has exercised its Call Right in hereunder, the Company shall have 90 days after any such exercise by the Optionee to exercise its Call Jurisdiction or Right with respect to such additional Shares. (ii) If the Satellite RightsCompany desires to exercise its Call Right, Buyer the Company shall assume all liabilities and obligations not later than the 90-day period described for such purchase in Section 6(c)(i), send written notice to the Optionee of its intention to purchase the Call Shares, specifying the number of Call Shares to be purchased (the “Call Notice”). The closing of the Seller and/or purchase shall take place at the Seller Subsidiaries related principal office of the Company on the later of the date that is thirty (30) days after giving the Call Notice and the date that is ten (10) business days after the final determination of the Fair Market Value. The Optionee shall deliver to the respective Company the Call Assets Shares and duly executed instruments transferring title to the extent that Call Shares to the Company against payment of the appropriate purchase price to such liabilities arise on Optionee. (iii) Any amounts payable under this Section 6(c) may be paid (A) in cash; or after (B) by offset of any obligation of the date of exerciseOptionee to the Company or its Affiliates.

Call Right. Seller(A) Upon the termination of this Agreement by either the Company or Executive for any reason, for itself and then the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries Company shall have the right to purchase (the "Call RightOption") the following assets ("Call Assets"): (a) in each ), by delivery of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller may, from time to time, mutually agree a written notice (the "Call JurisdictionsNotice")) to Executive no later than 90 days after such termination, all and Executive shall be required to sell all, but not less than all, of the IP Network assets Retained Shares, Purchased Shares and shares issuable upon exercise of the Options which are owned by him on such date (the Seller and/or the Seller Subsidiaries in each "Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent Securities") equal to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside Fair Market Value (as defined above) of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, Securities as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof of the Call Notice ("Expiration Date"less the exercise price of all shares issuable upon exercise of the Options). (B) The closing of any purchase of Call Securities by the Company pursuant to this Section 9(e)(ii) shall take place at the principal office of the Company no later than 180 days after the termination. At such closing, the Company shall deliver to Executive consideration in an amount equal to the aggregate Fair Market Value payable in respect of such Call Securities against delivery of original stock certificates and stock powers duly endorsed in favor of the Company representing the Call Securities. The Company, at its option, may pay the consideration for such Call Securities in the form of a company check or wire transfer; provided, however, that if at the term time of such closing the Company is then prohibited from redeeming with immediately available funds all or a portion of the Network Services Agreement is extended beyond Call Securities pursuant to the Expiration Dateterms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Expiration Date Company may deliver a promissory note. All of the foregoing deliveries will be deemed to be made simultaneously, and none shall be deemed completed until all have been completed. (C) If the date upon which Company does not elect to exercise the Network Services AgreementCall Option and deliver a Call Notice within 90 days of such a termination, attached as Exhibit A heretothen the Call Option provided in this Section 9(e)(ii) shall terminate, is terminated. Upon but the exercise Executive shall continue to hold such Call Securities pursuant to all of the Call Right other provisions of this Agreement and the Stockholders Agreement. (D) The provisions of this Section 9(e)(ii) shall terminate upon the earlier to occur of (i) the initial Public Offering (as defined in any Call Jurisdiction the Stockholders' Agreement (as defined below)) or with respect to (ii) a Change in Control (as defined in the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exerciseStockholders' Agreement).

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries BCI shall have the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) to ---------- purchase this Warrant, as a whole but not in each part, as provided in this Section 6. If a Controlling Interest Acquisition of the jurisdictions set forth Company shall have occurred, the Company and BCI shall notify the Registered Holder of this Warrant of such occurrence not later than the Close of Business on Schedule 5.2(a) hereof the date thereof. Not later than the Close of Business on the second Business Day following such notice having been given to the Registered Holder, the Registered Holder shall notify the Company and BCI if it intends to exercise the Warrant (an "Intent Notice"). If the Registered Holder shall give an Intent Notice, BCI shall be entitled to exercise its Call Right at any time prior to the Close of Business on the second Business Day after such other jurisdictions as Buyer Intent Notice shall have been delivered to the Company and Seller may, from time to time, mutually agree BCI (the "Call JurisdictionsRight Expiration Time"), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead . Such right shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, exercised by BCI by delivering written notice (the "Satellite RightsExercise Notice"). Unless earlier terminated pursuant ) to Section 5.6 hereunder, the Registered Holder and the Company at any time prior to the Call Right granted hereunder Expiration Time. The purchase price payable by BCI for the Warrant (the "BCI Call Right Exercise Price") shall expire be equal to (i) seven percent (or such other percentage that the Specified Number shall represent of the Fully Diluted Common Units in accordance with the last sentence of Section 3B hereof, if applicable) of the FAD Equity Value on the tenth anniversary date of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right minus (ii) the aggregate Exercise Price of this Warrant; provided, ----- -------- however, that if the number of Stores whose results of operation are included ------- (actually or on a pro forma basis) in any Call Jurisdiction or the calculation of FAD Equity Value with respect to the Satellite RightsCompany, Buyer together with the number of Stores whose results of operation were included (actually or on a pro forma basis) in the calculation of FAD Equity Value for all Previously Converted FADs, exceeds 1,500 Stores, then the Exercise Price used in calculating the dollar amount of clause (ii) above shall assume all liabilities and obligations be reduced to an amount equal to the result obtained by multiplying the then effective Exercise Price by a fraction, the numerator of which is the maximum number of Stores whose results of operations could have been included in the calculation of the Seller and/or Company's FAD Equity Value for this proviso not to apply and the Seller Subsidiaries related denominator of which is the number of Stores whose results of operation were included (actually or on a pro forma basis) in the calculation of the Company's FAD Equity Value. The BCI Call Right Exercise Price shall be payable in cash, or at BCI's option, in shares of BCI Common Stock having a value, based on the average of the BCI Closing Prices for the five Trading Days immediately prior to the respective last Business Day before the exercise of the Call Assets Right, equal to such BCI Call Right Exercise Price. If BCI shall elect to deliver shares of BCI Common Stock in lieu of cash, such shares shall have been (i) registered pursuant to an effective registration statement under the Securities Act of 1933, as amended, and (ii) listed on the principal national securities market or exchange on which shares of BCI Common Stock are then listed or admitted for trading. The closing of the purchase and sale of this Warrant shall take place at the offices of BCI on the tenth Business Day following BCI's delivery of its Exercise Notice. At such closing, the Registered Holder shall deliver this Warrant, together with an Assignment in the form of Exhibit 2 hereto assigning this Warrant to BCI, and BCI shall deliver to the extent that Registered Holder the BCI Call Right Exercise Price in immediately available funds or, if BCI shall have elected to deliver shares of BCI Common Stock, certificates for such liabilities arise on or after shares registered in the date name of exercisethe Registered Holder.

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) Subject to the provisions of this Section 2.5, if at any time after the Registration Statement (as defined in Section 6.1 of the Purchase Agreement) is declared effective, the VWAP of the ADSs on the Company’s Trading Market is equal to or above US$10.20 (representing 400% of the ADS Closing Price as defined in Section 1.1 of the Purchase Agreement), as adjusted for any stock splits, stock combinations, stock dividends and other similar events (the “Threshold Price”) for each of any twenty consecutive Trading Days, then the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayCompany at any time thereafter shall have the right, from time to time, mutually agree but not the obligation (the "“Call Jurisdictions"Right”), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent on 20 days’ prior written notice to the Closing permitted under the terms Holder, to cancel any unexercised portion of this Agreement, and all contract rights associated therewith; provided, Warrant for which a Notice of Exercise has not yet been delivered prior to the purpose of clarification, that telecommunications circuits to destinations in any Cancellation Date (the “Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; andAmount”). (b) all To exercise the rights and obligations with respect Call Right, the Company shall deliver to the satellite communications agreements and all rights and obligations Holder an irrevocable written notice (a “Call Notice”) indicating the Call Amount. The date that the Company delivers the Call Notice to the Holder shall be B-2 referred to as the “Call Date”. Within 20 days of receipt of the Call Notice, the Holder may exercise this Warrant in specific countries with respect thereto, as described whole or in Schedule 5.2(b)part, subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreementhereof, (the "Satellite Rights")as set forth in herein. Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise Any portion of the Call Right in any Call Jurisdiction or with respect to Amount that is not exercised by 5:30 p.m. (New York City time) on the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after 20th day following the date of exercisereceipt of the Call Notice (the “Cancellation Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. (c) Notwithstanding anything to the contrary set forth in this Warrant, unless waived in writing by the Holder, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void) unless from the Call Date through the Cancellation Date (the “Call Period”) the Registration Statement shall be effective as to all of the Exercise Shares held by the Holder and the prospectus thereunder available for use by the Holder for the resale all such Exercise Shares, or the Exercise Shares held by the Holder qualify for resale under Rule 144.

Call Right. Seller, for itself and At any time following the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller may, from time to time, mutually agree (the "Call Jurisdictions"), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms date of this Agreement, the OP or the REIT shall have the right and all contract rights associated therewith; providedoption (but not the obligation) to purchase all, but not less than all, of the Membership Units (the “Manager Equity”) from the Manager Equityholders, as applicable (the “Call Right”). The purchase price for the Manager Equity to be purchased under the Call Right shall be equal to three times the sum of the annual Property Management Fee (excluding, for the purpose avoidance of clarificationdoubt, that telecommunications circuits to destinations any refunds of EBITDA derived from Management Fees in any Call Jurisdiction, but originating outside excess of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect theretoDollar Cap or Equity Cap, as described in Schedule 5.2(b)applicable, subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire which is represented as a contra-revenue entry on the tenth anniversary financial statements of the date hereof ("Expiration Date"); provided, however, that if Manager and a corresponding contra-expense entry on the term financial statements of the Network Services Agreement is extended beyond OP) for the Expiration Date, then trailing 12-month period as of the Expiration Date shall be month end immediately preceding the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the delivery of notice of exercise of the Call Right reduced by the value of the Manager Equityholders as of November 1, 2018, which for purposes hereof equals $6,500,000 (the “Legacy Value”), then further reduced by 50% and then increased by the Legacy Value (the “Call Price”). Notwithstanding the foregoing, the Call Price shall be capped at 2.5% of the combined equity value of the REIT and the OP combined at the time of the Call Right Closing (as defined below) as calculated by multiplying the aggregate number of outstanding shares of the REIT and OP Units (excluding OP Units held by the REIT) by the then-current Net Asset Value on a per unit basis. For illustration purposes, example calculations of Call Price have been included in any Schedule 1 attached hereto. If the Call Jurisdiction or with respect Right is exercised pursuant to this Section 2, all Management Agreements shall automatically terminate and Manager shall not be entitled to the Satellite RightsTermination Fee provided under Section 8.02 of any Management Agreement. The parties acknowledge and agree that the purpose of the Call Right is to provide the OP, Buyer shall assume all liabilities the REIT or their transferee with the ability to perform the responsibilities and obligations of Manager under the Seller and/or the Seller Subsidiaries related to the respective Call Assets Management Agreements; and to the extent the transfer of the equity interests contemplated hereby does not provide the OP, the REIT or the their transferees with the ability to do so, the applicable Manager Equityholders shall take all action necessary, and cause their respective affiliates (as applicable), to transfer ownership to all properties, assets and rights used or held for use in connection with the performance of the obligations under the Management Agreements that are necessary to accomplish such liabilities arise on purpose and permit the OP, the REIT or after their transferees with the date ability to perform the responsibilities and obligations of exerciseManager under the Management Agreements in the same manner and to the same level performed by Manager during the term of the Management Agreements.