SHARE PURCHASE AGREEMENT BY AND BETWEEN INTELSAT S.A. AND SOFTBANK GROUP CORP. AND, SOLELY FOR THE LIMITED PURPOSES SET FORTH HEREIN, WORLDVU SATELLITES LIMITED DATED AS OF FEBRUARY 28, 2017Share Purchase Agreement • February 28th, 2017 • Intelsat S.A. • Communications services, nec • New York
This SHARE PURCHASE AGREEMENT, dated as of February 28, 2017 (this “Agreement”), is by and between Intelsat S.A., a public limited company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Company”), and SoftBank Group Corp., a Japan corporation (“Purchaser”) and, solely for purposes of Section 5.9(b), Section 7.4 and Article 9, Target (as defined below). Each of Company and Purchaser and, with respect to Section 5.9(b), Section 7.4 and Article 9, Target, is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
COMBINATION AGREEMENT BY AND BETWEEN INTELSAT S.A. AND WORLDVU SATELLITES LIMITED DATED AS OF FEBRUARY 28, 2017Combination Agreement • February 28th, 2017 • Intelsat S.A. • Communications services, nec • New York
This COMBINATION AGREEMENT, dated as of February 28, 2017 (this “Agreement”), is by and among Intelsat S.A., a public limited company (société anonyme) incorporated and existing the laws of the Grand Duchy of Luxembourg, with a registered office at 4 rue Albert Borschette, L-1246 Luxembourg and registered with the Luxembourg registre de commerce et des sociétés under number B162.135 (“Absorbing Company”), and Company (as defined below). Each of Absorbing Company and Company is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1. “Company” shall refer to, (i) as of the date hereof until the completion of the Company Redomiciliation by Share Exchange, WorldVu Satellites Limited, a private limited company registered under the laws of Jersey, Channel Islands (the “Jersey Company”), and (ii) from and after the completion of the Company Redomiciliation by Share Exc
