0001193125-07-225983 Sample Contracts

] Shares Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • October 26th, 2007 • 012 SMILE.COMMUNICATIONS LTD • Communications services, nec • New York

Prior to the execution of this Agreement, the Company was a wholly-owned subsidiary of Internet Gold-Golden Lines Ltd., a company organized under the laws of the State of Israel (the “Parent”).

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AMENDMENT OF AGREEMENT
Amendment of Agreement • October 26th, 2007 • 012 SMILE.COMMUNICATIONS LTD • Communications services, nec

This Amendment of Agreement (“Amendment”) is entered into as of []November, 2005 (the “Effective Date”) by and between Barak I.T.C.(1995) - the International Telecommunications Corp. Ltd., a company duly organized and existing under the laws of Israel and having its principal place of business at 15 Hamelacha St., Cible Industrial Park, Rosh Ha’Ayin Israel (“Barak”) and Internet Gold-Golden Lines Ltd., a company duly organized and existing under the laws of Israel and having its principal place of business at 1 Alexander Yanai Street, Petach-Tikva, Israel (hereinafter, the “Customer”). Barak and Customer shall be also referred to herein, each, as a “Party” and collectively, as “Parties” to this Amendment.

Capacity Rights of Use Agreement
Capacity Rights of Use Agreement • October 26th, 2007 • 012 SMILE.COMMUNICATIONS LTD • Communications services, nec

This Capacity Rights of Use Agreement is entered into on this 31st day of July, 2003 (the “Effective Date”), by and between Barak I.T.C. (1995) – The International Telecommunications Services Corp. Ltd., a corporation duly organized and existing under the laws of Israel, having its principal place of business at 15 Hamelacha St, Cible Park, Rosh Ha’ayin 48091, Israel (“Barak”), and Internet Gold -Golden Lines Ltd, a corporation duly organized and existing under the laws of Israel, having its principal place of business at 1 Alexander Yannai St. Petah Tikwa, 49277 Israel (“Customer”).

Mediterranean Nautilus Capacity Right of Use Agreement Specific Terms and Conditions
012 SMILE.COMMUNICATIONS LTD • October 26th, 2007 • Communications services, nec

This Part I - Specific Terms and Conditions of Capacity Right of Use Agreement (“Part I”) is entered into as of January 1, 2003 (the “Effective Date”), by and between Mediterranean Nautilus Limited, a corporation duly organized and existing under the laws of the Republic of Ireland, having its principal place of business at International House, 3 Harbourmaster Place, International Financial Services Centre, Dublin 1, Ireland (hereinafter “MN”), and 012 Golden Lines Ltd., a corporation duly organized and existing under the laws of Israel, having its principal place of business at 25 Hasivim Street, Petach Tikva 49170, Israel (hereinafter; the “Customer”). This Part I, together with Part II - General Terms and Conditions of Capacity Right of Use Agreement (“Part II”) and together with all Schedules attached hereto, constitute the entire Capacity Right of Use Agreement between the Parties.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 26th, 2007 • 012 SMILE.COMMUNICATIONS LTD • Communications services, nec

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 24, 2007, is entered into by and between 012 Smile.Communications Ltd., a company organized under the laws of the State of Israel (including its successors, the “Company”), and Internet Gold - Golden Lines Ltd., a company organized under the laws of the State of Israel (“IGLD”).

AGREEMENT
Agreement • October 26th, 2007 • 012 SMILE.COMMUNICATIONS LTD • Communications services, nec
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