Common use of Certain Representations and Agreements Clause in Contracts

Certain Representations and Agreements. (a) The Company represents, covenants and agrees: (i) This Contingent Payment Right is, and any Contingent Payment Right issued in substitution for or replacement of this Contingent Payment Right shall be, upon issuance, duly authorized and validly issued. (ii) All Contingent Payment Right Shares issuable upon the Cashless Conversion of this Contingent Payment Right pursuant to the terms hereof shall be, upon issuance, and, subject to the last sentence of this clause (ii), the Company shall take all such actions as may be reasonably necessary or reasonably appropriate in order that such Contingent Payment Right Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all Taxes, liens and charges. The Company further covenants and agrees that so long as this Contingent Payment Right is outstanding, the Company will at all times have authorized and reserved (as unissued or held in treasury) a sufficient number of shares of Common Stock to provide for the Cashless Conversion in full of this Contingent Payment Right; provided, that until the Charter Amendment is approved by the Company’s stockholders, the Company shall not be required to reserve shares of Common Stock that it does not presently have authority to issue under the Company Charter Documents. The Company will use its commercially reasonable efforts to procure, subject to issuance or notice of issuance, the listing of any Contingent Payment Right Shares issuable upon Cashless Conversion of this Contingent Payment Right on the principal stock exchange on which shares of Common Stock are then listed or traded. The Company shall take all such actions as may be reasonably necessary to ensure that all Cash Payments are made and, subject to the last sentence of this clause (ii), all Contingent Payment Right Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such Cashless Conversion. Notwithstanding the foregoing, the Company’s obligation to seek Stockholder Approval and to obtain Communications Regulatory Approvals shall be governed by the Investment Agreement and not this clause (ii). (iii) The Company shall not amend or modify any provision of the Company Charter Documents in any manner that would materially and adversely affect the powers, preferences or relative participating, optional or other special rights of the Common Stock in a manner which would disproportionately and adversely affect the rights of the Holder. (iv) Until the earlier of the termination of the Investment Agreement in accordance with its terms or the Second Closing (as defined in the Investment Agreement), the Company shall not, except with the consent of the Holder, (i) declare, order, pay or make a dividend or other distribution on its Common Stock, whether in cash, other securities (including rights), evidences of indebtedness or any other property of the Company, any of its subsidiaries or any other Person, or otherwise, excluding dividends or distributions subject to adjustment pursuant to Section 4(a) or (ii) make any payment on account of, or set apart any assets for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any Common Stock. If the Company shall at any time or from time to time declare, order, pay or make a dividend or make a distribution on its Common Stock described in the preceding sentence, the Holder shall be entitled to receive consideration in the same amount and form at the same time as if the dividend or distribution had been declared or issued as such Holder would have received had all of the Contingent Payment Right held by such Holder been converted into Contingent Payment Right Shares pursuant to a Cashless Conversion immediately prior to such dividend or distribution. (v) The Company shall not redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities if such action would require any approval of the FCC or any State PUC as a result of the Holder’s ownership of this Contingent Payment Right and/or any other securities of the Company, without first obtaining such approval. (b) The Investor represents, covenants and agrees: (i) The Investor is acquiring the Contingent Payment Right for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any applicable securities law, nor with any present intention of distributing or selling the Contingent Payment Right. (ii) The Investor is an “accredited investor” as defined in Regulation D under the Act and able to bear the economic risk of holding the Contingent Payment Right for an indefinite period, and, for the avoidance of doubt without limiting any of the representations and warranties in the Transaction Documents, has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Contingent Payment Right.

Certain Representations and Agreements. (a) The Company represents, covenants and agrees: (ia) During the period the Warrant is outstanding, it will cause an appropriate number of Common Shares to be duly and validly authorized and reserved and will keep available out of its authorized Common Shares, solely for the purpose of issue upon exercise of Warrants as herein provided, a sufficient number of Common Shares to provide for the issuance of the full amount of Warrant Shares issuable upon exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). (b) This Contingent Payment Right Warrant is, and any Contingent Payment Right Warrant issued in substitution for or replacement of this Contingent Payment Right Warrant shall be, upon issuance, duly authorized and validly issued. (iic) All Contingent Payment Right Warrant Shares issuable upon the Cashless Conversion exercise of this Contingent Payment Right Warrant Certificate pursuant to the terms hereof shall be, upon issuance, and, subject to the last sentence of this clause (ii), and the Company shall take all such actions as may be reasonably necessary or reasonably appropriate in order that such Contingent Payment Right Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all Taxestaxes, liens and charges. The Company further covenants and agrees that so long as during the period within which this Contingent Payment Right is outstandingWarrant may be exercised, the Company will at all times have authorized and reserved (as unissued or held in treasury) a sufficient number of shares of Common Stock Shares to provide for the Cashless Conversion exercise in full of this Contingent Payment Right; provided, that until the Charter Amendment is approved by the Company’s stockholders, the Company shall not be required to reserve shares of Common Stock that it does not presently have authority to issue under the Company Charter Documents. The Company will use its commercially reasonable efforts to procure, subject to issuance or notice of issuance, the listing of any Contingent Payment Right Shares issuable upon Cashless Conversion of this Contingent Payment Right on the principal stock exchange on which shares of Common Stock are then listed or traded. The Company shall take all such actions as may be reasonably necessary to ensure that all Cash Payments are made and, subject to the last sentence of this clause (ii), all Contingent Payment Right Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such Cashless Conversion. Notwithstanding the foregoing, the Company’s obligation to seek Stockholder Approval and to obtain Communications Regulatory Approvals shall be governed by the Investment Agreement and not this clause (ii)Warrant. (iii) The Company shall not amend or modify any provision of the Company Charter Documents in any manner that would materially and adversely affect the powers, preferences or relative participating, optional or other special rights of the Common Stock in a manner which would disproportionately and adversely affect the rights of the Holder. (iv) Until the earlier of the termination of the Investment Agreement in accordance with its terms or the Second Closing (as defined in the Investment Agreement), the Company shall not, except with the consent of the Holder, (i) declare, order, pay or make a dividend or other distribution on its Common Stock, whether in cash, other securities (including rights), evidences of indebtedness or any other property of the Company, any of its subsidiaries or any other Person, or otherwise, excluding dividends or distributions subject to adjustment pursuant to Section 4(a) or (ii) make any payment on account of, or set apart any assets for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any Common Stock. If the Company shall at any time or from time to time declare, order, pay or make a dividend or make a distribution on its Common Stock described in the preceding sentence, the Holder shall be entitled to receive consideration in the same amount and form at the same time as if the dividend or distribution had been declared or issued as such Holder would have received had all of the Contingent Payment Right held by such Holder been converted into Contingent Payment Right Shares pursuant to a Cashless Conversion immediately prior to such dividend or distribution. (v) The Company shall not redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities if such action would require any approval of the FCC or any State PUC as a result of the Holder’s ownership of this Contingent Payment Right and/or any other securities of the Company, without first obtaining such approval. (b) The Investor represents, covenants and agrees: (i) The Investor is acquiring the Contingent Payment Right for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any applicable securities law, nor with any present intention of distributing or selling the Contingent Payment Right. (ii) The Investor is an “accredited investor” as defined in Regulation D under the Act and able to bear the economic risk of holding the Contingent Payment Right for an indefinite period, and, for the avoidance of doubt without limiting any of the representations and warranties in the Transaction Documents, has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Contingent Payment Right.

Certain Representations and Agreements. (a) The Company represents, warrants, covenants and agrees: (ia) This Contingent Payment Right Warrant is, and any Contingent Payment Right Warrant issued in substitution for or replacement of this Contingent Payment Right Warrant shall be, upon issuance, duly authorized and validly issued. (iib) All Contingent Payment Right Warrant Shares issuable upon the Cashless Conversion of exercise of, or otherwise pursuant to, this Contingent Payment Right Warrant pursuant to the terms hereof shall be, upon issuance, and, subject to the last sentence of this clause (ii), and the Company shall take all such actions as may be reasonably necessary or reasonably appropriate in order that such Contingent Payment Right Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all Taxestaxes, liens and charges. The As of the Original Issue Date, the Company further covenants has reserved from its authorized and agrees that so long unissued Common Shares, exclusively for issuance upon exercise of this Warrant, and from and after the Original Issue Date the Company shall at all times reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of effecting exercises of this Warrant, such number of Common Shares as shall from time to time be sufficient to effect the exercise of this Contingent Payment Right is outstandingWarrant in full for cash (without giving effect to the Beneficial Ownership Limitation or any other limitations on exercise herein or elsewhere); and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the exercise of this Warrant in full, the Company will at all times have use reasonable best efforts to take such corporate action as may be necessary to increase its authorized and reserved (as but unissued or held in treasury) a sufficient Common Shares to such number of shares as shall be sufficient for such purpose, including, without limitation, calling a special meeting of Common Stock stockholders and/or any other relevant corporate body to provide for the Cashless Conversion in full of this Contingent Payment Right; provided, that until the Charter Amendment is approved by amend the Company’s stockholders, charter increasing the Company shall not be required authorized share capital of the sufficiently high to reserve shares of Common Stock that it does not presently have authority to issue meet the Company’s obligations under the Company Charter Documents. The Company will use its commercially reasonable efforts to procure, subject to issuance or notice of issuance, the listing of any Contingent Payment Right Shares issuable upon Cashless Conversion of this Contingent Payment Right on the principal stock exchange on which shares of Common Stock are then listed or traded. Section 3(b). (c) The Company shall take all such actions as may be reasonably necessary to ensure that all Cash Payments are made and, subject to the last sentence of this clause (ii), all Contingent Payment Right Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such Cashless Conversion. Notwithstanding the foregoing, the Company’s obligation to seek Stockholder Approval and to obtain Communications Regulatory Approvals shall be governed by the Investment Agreement and not this clause (ii)exercise. (iiid) The Company shall not amend will use its reasonable best efforts to procure, subject to issuance or modify notice of issuance, the listing of any provision Warrant Shares issuable upon exercise of this Warrant on the Company Charter Documents in any manner that would materially and adversely affect the powers, preferences or relative participating, optional or other special rights of principal stock exchange on which the Common Stock in a manner which would disproportionately and adversely affect the rights of the Holderis then listed or traded. (iv) Until the earlier of the termination of the Investment Agreement in accordance with its terms or the Second Closing (as defined in the Investment Agreement), the Company shall not, except with the consent of the Holder, (i) declare, order, pay or make a dividend or other distribution on its Common Stock, whether in cash, other securities (including rights), evidences of indebtedness or any other property of the Company, any of its subsidiaries or any other Person, or otherwise, excluding dividends or distributions subject to adjustment pursuant to Section 4(a) or (ii) make any payment on account of, or set apart any assets for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any Common Stock. If the Company shall at any time or from time to time declare, order, pay or make a dividend or make a distribution on its Common Stock described in the preceding sentence, the Holder shall be entitled to receive consideration in the same amount and form at the same time as if the dividend or distribution had been declared or issued as such Holder would have received had all of the Contingent Payment Right held by such Holder been converted into Contingent Payment Right Shares pursuant to a Cashless Conversion immediately prior to such dividend or distribution. (v) The Company shall not redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities if such action would require any approval of the FCC or any State PUC as a result of the Holder’s ownership of this Contingent Payment Right and/or any other securities of the Company, without first obtaining such approval. (b) The Investor represents, covenants and agrees: (i) The Investor is acquiring the Contingent Payment Right for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any applicable securities law, nor with any present intention of distributing or selling the Contingent Payment Right. (ii) The Investor is an “accredited investor” as defined in Regulation D under the Act and able to bear the economic risk of holding the Contingent Payment Right for an indefinite period, and, for the avoidance of doubt without limiting any of the representations and warranties in the Transaction Documents, has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Contingent Payment Right.

Certain Representations and Agreements. (a) The Company represents, covenants ▇. ▇▇▇▇▇▇▇▇▇ represents and agrees: (i) This Contingent Payment Right is, warrants to Viatel that the documents attached hereto as Exhibit B are true and any Contingent Payment Right issued complete copies of all documentation executed by Varsavsky in substitution for or replacement of this Contingent Payment Right shall be, upon issuance, duly authorized and validly issuedconnection with the Margin Loan. ▇. ▇▇▇▇▇▇▇▇▇ represents and warrants to Viatel that the Margin Loan has a maximum principal amount of U.S.$15.0 million. ▇. ▇▇▇▇▇▇▇▇▇ represents and warrants to Viatel that as of May 28, 1998 he had borrowed an aggregate amount of U.S.$6.7 million under the Margin Loan. ▇. ▇▇▇▇▇▇▇▇▇ hereby agrees with Viatel that during the lock-up period he shall not borrow more than an additional U.S.$5.0 million under the Margin Loan (iithe "Permissible Borrowing") All Contingent Payment Right Shares issuable upon until such time as the Cashless Conversion market price of this Contingent Payment Right pursuant the Common Stock is at least equal to the terms hereof market price of such Stock on the date the Margin Loan was incurred, at which point the Permissible Borrowing shall bebe the amount available for borrowing under the Margin Loan, upon issuancePROVIDED, andHOWEVER, that Varsavsky may borrow only additional amounts under the Margin Loan or increase or refinance the Margin Loan subject to the last sentence approval of this clause (ii)Viatel, the Company shall take all such actions as may be reasonably necessary or reasonably appropriate in order that such Contingent Payment Right Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all Taxes, liens and charges. The Company further covenants and agrees that so long as this Contingent Payment Right is outstanding, the Company will at all times have authorized and reserved (as unissued or held in treasury) a sufficient number of shares of Common Stock to provide for the Cashless Conversion in full of this Contingent Payment Right; provided, that until the Charter Amendment is approved by the Company’s stockholders, the Company which approval shall not be required to reserve shares of Common Stock that it does not presently have authority to issue under the Company Charter Documents. The Company will use its commercially reasonable efforts to procure, subject to issuance unreasonably withheld or notice of issuance, the listing of any Contingent Payment Right Shares issuable upon Cashless Conversion of this Contingent Payment Right on the principal stock exchange on which shares of Common Stock are then listed or traded. The Company shall take all such actions as may be reasonably necessary to ensure that all Cash Payments are made and, subject to the last sentence of this clause (ii), all Contingent Payment Right Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such Cashless Conversiondelayed. Notwithstanding the foregoing, (i) in the Company’s obligation to seek Stockholder Approval and to obtain Communications Regulatory Approvals shall be governed by event that the Investment Agreement and not this clause (ii). (iii) The Company shall not amend or modify any provision of the Company Charter Documents in any manner that would materially and adversely affect the powers, preferences or relative participating, optional or other special rights price per share of the Common Stock in equals or exceeds U.S.$10.00 per share, the Permissible Borrowing shall be increased to U.S.$7.0 million (ii) the Permissible Borrowing shall be reduced by an amount equal to the net cash proceeds received from the sale of any Varsavsky Shares to executive officers of Viatel for a manner which would disproportionately and adversely affect per share price equal to the rights average closing price of the HolderCommon Stock for the ten (10) business days prior to the date of this Agreement. (iv) Until E. JazzTel hereby represent and warrants that all necessary approvals have been obtained for the earlier execution and delivery of this Agreement. ▇. ▇▇▇▇▇▇▇▇▇ and JazzTel agree not to take any action, or cause any other person to take any action, which is intended, or would reasonably be expected, to harm the termination reputation of the Investment Agreement in accordance with Viatel, its terms or the Second Closing (as defined in the Investment Agreement)subsidiaries and affiliates and their current and former officers and directors; PROVIDED, HOWEVER, the Company forgoing limitation shall not, except with the consent of the Holder, not apply to (i) declare, order, pay compliance with any legal process or make a dividend or other distribution on its Common Stock, whether in cash, other securities (including rights), evidences of indebtedness or any other property of the Company, any of its subsidiaries or any other Person, or otherwise, excluding dividends or distributions subject to adjustment pursuant to Section 4(a) subpoena or (ii) make statements made in response to an authorized inquiry from a court or regulatory or administrative body. Varsavsky and JazzTel agree not to take any payment on account ofaction, or set apart cause any assets other person to take any action, which is intended, or would reasonably be expected, to lead to adverse publicity for a sinking Viatel, its subsidiaries and affiliates and their current and former officers and directors. In no event shall any public statements be made about Viatel without the prior written consent of Viatel. FOR SETTLEMENT PURPOSES ONLY G. Viatel agrees that it will not take any action, or cause any other analogous fund forperson to take any action, which is intended, or would reasonably be expected, to harm the reputation of Varsavsky or JazzTel; PROVIDED, HOWEVER, the purchase, redemption, retirement or other acquisition of any Common Stock. If the Company shall at any time or from time to time declare, order, pay or make a dividend or make a distribution on its Common Stock described in the preceding sentence, the Holder shall be entitled to receive consideration in the same amount and form at the same time as if the dividend or distribution had been declared or issued as such Holder would have received had all of the Contingent Payment Right held by such Holder been converted into Contingent Payment Right Shares pursuant to a Cashless Conversion immediately prior to such dividend or distribution. (v) The Company forgoing limitation shall not redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities if such action would require any approval of the FCC or any State PUC as a result of the Holder’s ownership of this Contingent Payment Right and/or any other securities of the Company, without first obtaining such approval. (b) The Investor represents, covenants and agrees: apply to (i) The Investor is acquiring the Contingent Payment Right for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any applicable securities law, nor compliance with any present intention of distributing legal process or selling the Contingent Payment Right. subpoena, (ii) The Investor is statements made in response to an “accredited investor” authorized inquiry from a court or regulatory or administrative body or (iii) statements or information contained in documents required to be filed by Viatel with the Securities Exchange Commission or any other applicable regulatory or administrative body. Except as defined in Regulation D under the Act and able to bear the economic risk of holding the Contingent Payment Right for an indefinite periodrequired by law or contemplated above, and, for the avoidance of doubt without limiting any of the representations and warranties in the Transaction Documents, has knowledge and experience in financial and business matters such Viatel agrees that it will not take any action, or cause any other person to take any action, which is capable intended, or would reasonably be expected, to lead to adverse publicity for Varsavsky or JazzTel. In no event shall any public statements be made about Varsavsky or JazzTel without the prior written consent of evaluating the risks of the investment in the Contingent Payment Rightsuch party.

Certain Representations and Agreements. (a) The Company represents, warrants, covenants and agrees: (ia) This Contingent Payment Right Warrant is, and any Contingent Payment Right Warrant issued in substitution for or replacement of this Contingent Payment Right Warrant shall be, upon issuance, duly authorized and validly issued. (iib) All Contingent Payment Right Warrant Shares issuable upon the Cashless Conversion of exercise of, or otherwise pursuant to, this Contingent Payment Right Warrant pursuant to the terms hereof shall be, upon issuance, and, subject to the last sentence of this clause (ii), and the Company shall take all such actions as may be reasonably necessary or reasonably appropriate in order that such Contingent Payment Right Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all Taxestaxes, liens and charges. The As of the Original Issue Date, the Company further covenants has reserved from its authorized and agrees that so long unissued Common Shares, exclusively for issuance upon exercise of this Warrant, and from and after the Original Issue Date the Company shall at all times reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of effecting exercises of this Warrant, such number of Common Shares as shall from time to time be sufficient to effect the exercise of this Contingent Payment Right is outstandingWarrant in full for cash (without giving effect to the Beneficial Ownership Limitation or any other limitations on exercise herein or elsewhere); and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the exercise of this Warrant in full, the Company will at all times have use reasonable best efforts to take such corporate action as may be necessary to increase its authorized and reserved (as but unissued or held in treasury) a sufficient Common Shares to such number of shares as shall be sufficient for such purpose, including, without limitation, calling a special meeting of Common Stock stockholders and/or any other relevant corporate body to provide for the Cashless Conversion in full of this Contingent Payment Right; provided, that until the Charter Amendment is approved by amend the Company’s stockholders, charter increasing the Company shall not be required authorized share capital of the sufficiently high to reserve shares of Common Stock that it does not presently have authority to issue meet the Company’s obligations under the Company Charter Documents. The Company will use its commercially reasonable efforts to procure, subject to issuance or notice of issuance, the listing of any Contingent Payment Right Shares issuable upon Cashless Conversion of this Contingent Payment Right on the principal stock exchange on which shares of Common Stock are then listed or traded. Section 3(b). (c) The Company shall take all such actions as may be reasonably necessary to ensure that all Cash Payments are made and, subject to the last sentence of this clause (ii), all Contingent Payment Right Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such Cashless Conversion. Notwithstanding the foregoing, the Company’s obligation to seek Stockholder Approval and to obtain Communications Regulatory Approvals shall be governed by the Investment Agreement and not this clause (ii)exercise. (iiid) The Company shall will use its reasonable best efforts to procure, subject to issuance or notice of issuance, the listing of any Warrant Shares issuable upon exercise of this Warrant on the principal stock exchange on which the Common Stock is then listed or traded. (e) The authorization, execution, delivery and performance by the Company of this Warrant, and the consummation by the Company of the transactions contemplated hereby, including the issuance of this Warrant and the Warrant Shares do not amend and will not: (i) violate or modify result in the breach of any provision of the Company Charter Documents in any manner that would materially Certificate of Incorporation, Bylaws and adversely affect the powers, preferences or relative participating, optional or other special rights Certificate of the Common Stock in a manner which would disproportionately and adversely affect the rights of the Holder. (iv) Until the earlier of the termination of the Investment Agreement in accordance with its terms or the Second Closing (as defined in the Investment Agreement), the Company shall not, except with the consent of the Holder, (i) declare, order, pay or make a dividend or other distribution on its Common Stock, whether in cash, other securities (including rights), evidences of indebtedness or any other property of the Company, any of its subsidiaries or any other Person, or otherwise, excluding dividends or distributions subject to adjustment pursuant to Section 4(a) Designations; or (ii) make with such exceptions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (x) violate any payment on account provision of, constitute a breach of, or set apart default under, any assets for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any Common Stock. If the Company shall at any time or from time to time declarejudgment, order, pay writ, or make decree applicable to the Company or any of its Subsidiaries or any material contract, mortgage or credit agreement to which the Company or any of its Subsidiaries is a dividend party; (y) violate any provision of, constitute a breach of, or make a distribution on its Common Stock described default under, any applicable state, federal or local law, rule or regulation; or (z) result in the preceding sentencecreation of any liens, the Holder shall be entitled to receive consideration in the same amount and form at the same time as if the dividend pledges, mortgages, security interests or distribution had been declared other encumbrances or issued as such Holder would have received had all charges of any kind upon any assets of the Contingent Payment Right held Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by such Holder been converted into Contingent Payment Right Shares pursuant a governmental authority to a Cashless Conversion immediately prior to such dividend the Company or distributionany of its Subsidiaries, other than liens under federal or state securities laws. (vf) No shareholder approval is required pursuant to the rules of the Nasdaq Stock Market in connection with the issuance of this Warrant or the Warrant Shares. The Company shall not redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities if such action would require any approval has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the FCC DGCL will not apply with respect to or any State PUC as a result of the Holder’s ownership issuance of this Contingent Payment Right and/or Warrant (or the Warrant Shares) to the Holder or the transfer thereof, without any other securities further action on the part of the Company, without first obtaining such approvalstockholders of the Company or the Board of Directors. (bg) The Investor representsNo consent, covenants and agrees: (i) The Investor is acquiring the Contingent Payment Right for investment and not with a view towardapproval or authorization of, or for sale in connection filing with, any distribution thereof in violation of any applicable securities law, nor with any present intention of distributing court or selling governmental authority is or will be required on the Contingent Payment Right. (ii) The Investor is an “accredited investor” as defined in Regulation D under the Act and able to bear the economic risk of holding the Contingent Payment Right for an indefinite period, and, for the avoidance of doubt without limiting any part of the representations Company in connection with the issuance of this Warrant and warranties in the Transaction DocumentsWarrant Shares, has knowledge and experience in financial and business matters such that it is capable of evaluating except for those which have already been made or granted, including the risks approval of the investment in listing of the Contingent Payment RightWarrant Shares with the Nasdaq Stock Market.

Certain Representations and Agreements. (a) The Company represents, covenants and agrees: (ia) This Contingent Payment Right Warrant is, and any Contingent Payment Right Warrant issued in substitution for or replacement of this Contingent Payment Right Warrant shall be, upon issuance, duly authorized and validly issued. (iib) All Contingent Payment Right Warrant Shares issuable upon the Cashless Conversion of exercise of, or otherwise pursuant to, this Contingent Payment Right Warrant pursuant to the terms hereof shall be, upon issuance, and, subject to the last sentence of this clause (ii), and the Company shall take all such actions as may be reasonably necessary or reasonably appropriate in order that such Contingent Payment Right Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all Taxestaxes, liens and charges. The As of the Original Issue Date, the Company further covenants has reserved from its authorized and agrees that so long unissued Common Shares, exclusively for issuance upon exercise of this Warrant, and from and after the Original Issue Date the Company shall at all times reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of effecting exercises of this Warrant, such number of Common Shares as shall from time to time be sufficient to effect the exercise of this Contingent Payment Right is outstandingWarrant in full for cash (without giving effect to the Beneficial Ownership Limitation); and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the exercise of this Warrant in full, the Company will at all times have use reasonable best efforts to take such corporate action as may be necessary to increase its authorized and reserved (as but unissued or held in treasury) a sufficient Common Shares to such number of shares as shall be sufficient for such purpose, including, without limitation, calling a special meeting of Common Stock stockholders and/or any other relevant corporate body to provide for the Cashless Conversion in full of this Contingent Payment Right; provided, that until the Charter Amendment is approved by amend the Company’s stockholders, charter increasing the Company shall not be required authorized share capital of the sufficiently high to reserve shares of Common Stock that it does not presently have authority to issue meet the Company’s obligations under the Company Charter Documents. The Company will use its commercially reasonable efforts to procure, subject to issuance or notice of issuance, the listing of any Contingent Payment Right Shares issuable upon Cashless Conversion of this Contingent Payment Right on the principal stock exchange on which shares of Common Stock are then listed or traded. Section 3(b). (c) The Company shall take all such actions as may be reasonably necessary to ensure that all Cash Payments are made and, subject to the last sentence of this clause (ii), all Contingent Payment Right Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such Cashless Conversion. Notwithstanding the foregoing, the Company’s obligation to seek Stockholder Approval and to obtain Communications Regulatory Approvals shall be governed by the Investment Agreement and not this clause (ii)exercise. (iiid) The Company shall not amend will use its reasonable best efforts to procure, subject to issuance or modify notice of issuance, the listing of any provision Warrant Shares issuable upon exercise of this Warrant on the Company Charter Documents in any manner that would materially and adversely affect the powers, preferences or relative participating, optional or other special rights of principal stock exchange on which the Common Stock in a manner which would disproportionately and adversely affect the rights of the Holderis then listed or traded. (iv) Until the earlier of the termination of the Investment Agreement in accordance with its terms or the Second Closing (as defined in the Investment Agreement), the Company shall not, except with the consent of the Holder, (i) declare, order, pay or make a dividend or other distribution on its Common Stock, whether in cash, other securities (including rights), evidences of indebtedness or any other property of the Company, any of its subsidiaries or any other Person, or otherwise, excluding dividends or distributions subject to adjustment pursuant to Section 4(a) or (ii) make any payment on account of, or set apart any assets for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any Common Stock. If the Company shall at any time or from time to time declare, order, pay or make a dividend or make a distribution on its Common Stock described in the preceding sentence, the Holder shall be entitled to receive consideration in the same amount and form at the same time as if the dividend or distribution had been declared or issued as such Holder would have received had all of the Contingent Payment Right held by such Holder been converted into Contingent Payment Right Shares pursuant to a Cashless Conversion immediately prior to such dividend or distribution. (v) The Company shall not redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities if such action would require any approval of the FCC or any State PUC as a result of the Holder’s ownership of this Contingent Payment Right and/or any other securities of the Company, without first obtaining such approval. (b) The Investor represents, covenants and agrees: (i) The Investor is acquiring the Contingent Payment Right for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any applicable securities law, nor with any present intention of distributing or selling the Contingent Payment Right. (ii) The Investor is an “accredited investor” as defined in Regulation D under the Act and able to bear the economic risk of holding the Contingent Payment Right for an indefinite period, and, for the avoidance of doubt without limiting any of the representations and warranties in the Transaction Documents, has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Contingent Payment Right.

Certain Representations and Agreements. (a) The Company represents, covenants and agrees: (ia) This Contingent Payment Right Warrant is, and any Contingent Payment Right Warrant issued in substitution for or replacement of this Contingent Payment Right Warrant shall be, upon issuance, duly authorized and validly issued. (iib) All Contingent Payment Right Warrant Shares issuable upon the Cashless Conversion exercise of this Contingent Payment Right Warrant and all Put Settlement Shares issuable pursuant to the terms hereof shall be, upon issuance, and, subject to the last sentence of this clause (ii), and the Company shall take all such actions as may be reasonably necessary or reasonably appropriate in order that such Contingent Payment Right Warrant Shares or Put Settlement Shares, as applicable, are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all Taxestaxes, liens and charges. The As of the date of issuance of this Warrant, the Company further covenants has reserved from its authorized and agrees that so long unissued Common Shares, exclusively for issuance pursuant to the terms of this Warrant, and from and after the date of Issuance of this Warrant the Company shall at all times reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of issuance pursuant to the terms of this Warrant (whether upon the exercise of the purchase right hereunder, exercise of the Holder’s rights under Section 5 or otherwise), such number of Common Shares as shall from time to time be sufficient to effect the exercise of the purchase right or Put Option with respect to this Contingent Payment Right is outstandingWarrant in full (after giving effect to the Share Issuance Cap, but without giving effect to the Beneficial Ownership Limitation); and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the exercise of the purchase right or Put Option with respect to this Warrant in full, the Company will at all times have use reasonable best efforts to take such corporate action as may necessary to increase its authorized and reserved (as but unissued or held in treasury) a sufficient Common Shares to such number of shares of Common Stock to provide as shall be sufficient for the Cashless Conversion in full of this Contingent Payment Right; provided, that until the Charter Amendment is approved by the Company’s stockholders, the Company shall not be required to reserve shares of Common Stock that it does not presently have authority to issue under the Company Charter Documents. The Company will use its commercially reasonable efforts to procure, subject to issuance or notice of issuance, the listing of any Contingent Payment Right Shares issuable upon Cashless Conversion of this Contingent Payment Right on the principal stock exchange on which shares of Common Stock are then listed or traded. such purpose. (c) The Company shall take all such actions as may be reasonably necessary to ensure that all Cash Payments are made and, subject to the last sentence of this clause (ii), all Contingent Payment Right Warrant Shares and Put Settlement Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such Cashless Conversion. Notwithstanding the foregoing, the Company’s obligation to seek Stockholder Approval and to obtain Communications Regulatory Approvals shall be governed by the Investment Agreement and not this clause (ii)exercise. (iiid) The Company shall not amend will procure, subject to issuance or modify notice of issuance, the listing of any provision Warrant Shares issuable upon exercise of this Warrant and any Put Settlement Shares issued hereunder on the Company Charter Documents in any manner that would materially and adversely affect the powers, preferences or relative participating, optional or other special rights of principal stock exchange on which the Common Stock in a manner which would disproportionately and adversely affect the rights of the HolderShares are then listed or traded. (iv) Until the earlier of the termination of the Investment Agreement in accordance with its terms or the Second Closing (as defined in the Investment Agreement), the Company shall not, except with the consent of the Holder, (i) declare, order, pay or make a dividend or other distribution on its Common Stock, whether in cash, other securities (including rights), evidences of indebtedness or any other property of the Company, any of its subsidiaries or any other Person, or otherwise, excluding dividends or distributions subject to adjustment pursuant to Section 4(a) or (ii) make any payment on account of, or set apart any assets for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any Common Stock. If the Company shall at any time or from time to time declare, order, pay or make a dividend or make a distribution on its Common Stock described in the preceding sentence, the Holder shall be entitled to receive consideration in the same amount and form at the same time as if the dividend or distribution had been declared or issued as such Holder would have received had all of the Contingent Payment Right held by such Holder been converted into Contingent Payment Right Shares pursuant to a Cashless Conversion immediately prior to such dividend or distribution. (v) The Company shall not redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities if such action would require any approval of the FCC or any State PUC as a result of the Holder’s ownership of this Contingent Payment Right and/or any other securities of the Company, without first obtaining such approval. (b) The Investor represents, covenants and agrees: (i) The Investor is acquiring the Contingent Payment Right for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any applicable securities law, nor with any present intention of distributing or selling the Contingent Payment Right. (ii) The Investor is an “accredited investor” as defined in Regulation D under the Act and able to bear the economic risk of holding the Contingent Payment Right for an indefinite period, and, for the avoidance of doubt without limiting any of the representations and warranties in the Transaction Documents, has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Contingent Payment Right.