-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rptcya49Ef+B/sS/iOnxv77nyz0JhiWxMxiKf5Vg6G50L1q7HeoNiF18j3pO0YDe hXq/kloK8R2pB75I3brJkA== 0000910662-10-000213.txt : 20100511 0000910662-10-000213.hdr.sgml : 20100511 20100511143908 ACCESSION NUMBER: 0000910662-10-000213 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100511 DATE AS OF CHANGE: 20100511 GROUP MEMBERS: EUROCOM COMMUNICATIONS LTD. GROUP MEMBERS: SHAUL ELOVITCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: B COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001402606 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83780 FILM NUMBER: 10820469 BUSINESS ADDRESS: STREET 1: 2 DOV FRIEDMAN STREET CITY: RAMAT GAN STATE: L3 ZIP: 52503 BUSINESS PHONE: 972-3-939-9848 MAIL ADDRESS: STREET 1: 2 DOV FRIEDMAN STREET CITY: RAMAT GAN STATE: L3 ZIP: 52503 FORMER COMPANY: FORMER CONFORMED NAME: 012 SMILE.COMMUNICATIONS LTD DATE OF NAME CHANGE: 20071010 FORMER COMPANY: FORMER CONFORMED NAME: SMILE.COMMUNICATIONS LTD DATE OF NAME CHANGE: 20070611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET GOLD GOLDEN LINES LTD CENTRAL INDEX KEY: 0001090159 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 DOV FRIEDMAN STREET CITY: RAMAT GAN STATE: L3 ZIP: 52503 BUSINESS PHONE: 972-72-2003-848 MAIL ADDRESS: STREET 1: 2 DOV FRIEDMAN STREET CITY: RAMAT GAN STATE: L3 ZIP: 52503 SC 13D/A 1 sc13da2.txt AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 2* Under the Securities Exchange Act of 1934 B Communications Ltd. (formerly known as 012 Smile.Communications Ltd.) ------------------------------------------------- (Name of Issuer) Ordinary Shares, par value NIS 0.1 per share -------------------------------------------- (Title of Class of Securities) M15629 10 4 ----------- (CUSIP Number) Steven J. Glusband Carter Ledyard & Milburn LLP 2 Wall Street, New York, New York 10005 (212) 732-3200 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 9, 2010 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. M98939107 1 NAME OF REPORTING PERSON: Internet Gold-Golden Lines Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS: PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: -0- Ordinary Shares SHARES BENEFICIALLY 8 SHARED VOTING POWER: 22,791,873 Ordinary Shares* OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- Ordinary Shares REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 22,791,873 Ordinary Shares* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,791,873 Ordinary Shares* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 76.25%** 14 TYPE OF REPORTING PERSON: CO - ---------------- * Eurocom Communications holds of record 410,000 ordinary shares of the Issuer, and Internet Gold holds of record 22,791,873 ordinary shares of the Issuer. Eurocom Communications is the controlling shareholder of Internet Gold, holding 13,564,746 ordinary shares of Internet Gold, or 69.64% of its ordinary shares. Eurocom Communications is 50.33% owned by Eurocom Holdings and 49.0% of its shares are held by four holding companies, which are 80.0% owned by Mr. Shaul Elovitch. The remaining 0.67% interest in Eurocom Communications is directly owned by Mr. Shaul Elovitch. Mr. Shaul Elovitch holds 80.0% of Eurocom Holdings' shares and 75.0% of Eurocom Holdings' management shares. Mr. Shaul Elovitch also serves as the chairman of the board of directors of Internet Gold, Eurocom Communications and Eurocom Holdings. In addition, Mr. Shaul Elovitch may be deemed to be the beneficial holder of 4,128 Ordinary Shares of Internet Gold held of record by Mrs. Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting and dispositive power as to the 410,000 ordinary shares of the Issuer held by Eurocom Communications. In addition, as a result of the foregoing, Mr. Shaul Elovitch may be deemed to have the sole voting and dispositive power as to the 69.66% of the ordinary shares of Internet Gold held by Eurocom Communications and Mrs. Elovitch, and therefore, he may be deemed to have the sole voting and dispositive power as to the 22,791,873 of the ordinary shares of the Issuer held of record by Internet Gold. ** Based on 29,889,045 ordinary shares that the Issuer advised were issued and outstanding (which excludes 19,230 shares held as treasury stock) as of May 9, 2010. 2 CUSIP No. M98939107 1 NAME OF REPORTING PERSON: Eurocom Communications Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[X] 3 SEC USE ONLY 4 SOURCE OF FUNDS: PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: -0- Ordinary Shares SHARES BENEFICIALLY 8 SHARED VOTING POWER: 23,201,873 Ordinary Shares* OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- Ordinary Shares REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 23,201,873 Ordinary Shares* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 23,201,873 Ordinary Shares* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 77.63%** 14 TYPE OF REPORTING PERSON: CO - ----------------- * Eurocom Communications holds of record 410,000 ordinary shares of the Issuer, and Internet Gold holds of record 22,791,873 ordinary shares of the Issuer. Eurocom Communications is the controlling shareholder of Internet Gold, holding 13,564,746 ordinary shares of Internet Gold, or 69.64% of its ordinary shares. Eurocom Communications is 50.33% owned by Eurocom Holdings and 49.0% of its shares are held by four holding companies, which are 80.0% owned by Mr. Shaul Elovitch. The remaining 0.67% interest in Eurocom Communications is directly owned by Mr. Shaul Elovitch. Mr. Shaul Elovitch holds 80.0% of Eurocom Holdings' shares and 75.0% of Eurocom Holdings' management shares. Mr. Shaul Elovitch also serves as the chairman of the board of directors of Internet Gold, Eurocom Communications and Eurocom Holdings. In addition, Mr. Shaul Elovitch may be deemed to be the beneficial holder of 4,128 Ordinary Shares of Internet Gold held of record by Mrs. Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting and dispositive power as to the 410,000 ordinary shares of the Issuer held by Eurocom Communications. In addition, as a result of the foregoing, Mr. Shaul Elovitch may be deemed to have the sole voting and dispositive power as to the 69.66% of the ordinary shares of Internet Gold held by Eurocom Communications and Mrs. Elovitch, and therefore, he may be deemed to have the sole voting and dispositive power as to the 22,791,873 of the ordinary shares of the Issuer held of record by Internet Gold. ** Based on 29,889,045 ordinary shares that the Issuer advised were issued and outstanding (which excludes 19,230 shares held as treasury stock) as of May 9, 2010. 3 CUSIP No. M98939107 1 NAME OF REPORTING PERSON: Shaul Elovitch I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[X] 3 SEC USE ONLY 4 SOURCE OF FUNDS: PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: -0- Ordinary Shares SHARES BENEFICIALLY 8 SHARED VOTING POWER: 23,201,873 Ordinary Shares* OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- Ordinary Shares REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 23,201,873 Ordinary Shares* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 23,201,873 Ordinary Shares* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 77.63%** 14 TYPE OF REPORTING PERSON: IN - ----------------- * Eurocom Communications holds of record 410,000 ordinary shares of the Issuer, and Internet Gold holds of record 22,791,873 ordinary shares of the Issuer. Eurocom Communications is the controlling shareholder of Internet Gold, holding 13,564,746 ordinary shares of Internet Gold, or 69.64% of its ordinary shares. Eurocom Communications is 50.33% owned by Eurocom Holdings and 49.0% of its shares are held by four holding companies, which are 80.0% owned by Mr. Shaul Elovitch. The remaining 0.67% interest in Eurocom Communications is directly owned by Mr. Shaul Elovitch. Mr. Shaul Elovitch holds 80.0% of Eurocom Holdings' shares and 75.0% of Eurocom Holdings' management shares. Mr. Shaul Elovitch also serves as the chairman of the board of directors of Internet Gold, Eurocom Communications and Eurocom Holdings. In addition, Mr. Shaul Elovitch may be deemed to be the beneficial holder of 4,128 Ordinary Shares of Internet Gold held of record by Mrs. Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting and dispositive power as to the 410,000 ordinary shares of the Issuer held by Eurocom Communications. In addition, as a result of the foregoing, Mr. Shaul Elovitch may be deemed to have the sole voting and dispositive power as to the 69.66% of the ordinary shares of Internet Gold held by Eurocom Communications and Mrs. Elovitch, and therefore, he may be deemed to have the sole voting and dispositive power as to the 22,791,873 of the ordinary shares of the Issuer held of record by Internet Gold. ** Based on 29,889,045 ordinary shares that the Issuer advised were issued and outstanding (which excludes 19,230 shares held as treasury stock) as of May 9, 2010. 4 Item 1. Security and Issuer. -------------------- This Amendment No. 2 (the "Amendment") is filed by Internet Gold-Golden Lines Ltd. ("Internet Gold"), Eurocom Communications Ltd. ("Eurocom Communications") and Mr. Shaul Elovitch (collectively, the "Reporting Persons"), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934 and amends Items 3, 4, 5, 6 and 7 of the initial Statement on Schedule 13D filed by the Reporting Persons on August 11, 2009 and Amendment No. 1 to the Initial Statement on Schedule 13D filed on March 29, 2010 (the initial Schedule 13D and Amendment No. 1, together with the Amendment, the "Statement"). The Statement relates to the Ordinary Shares, par value NIS 0.1 per share (the "Ordinary Shares"), of B Communications Ltd. (formerly known as 012 Smile.Communications Ltd.) (the "Issuer"), an Israeli company whose principal executive offices are located at 2 Dov Friedman Street, Ramat Gan 52503, Israel. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- ITEM 3 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: On May 9, 2010, Internet Gold purchased 1,100,000 Ordinary Shares of the Issuer in a private transaction with various former employees of the Issuer who had exercised options to purchase the 1,100,000 Ordinary Shares under the Issuer's 2007 Equity Incentive Plan. The purchase price for such 1,100,000 Ordinary Shares was 109 New Israeli Shekels per share (approximately $28.91 per share) or NIS 119,900,000 in the aggregate (approximately $31,803,700), all of which amount was paid by Internet Gold from its working capital. Item 4. Purpose of Transaction. ----------------------- ITEM 4 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: The 1,100,000 Ordinary Shares of the Issuer purchased by Internet Gold on May 9, 2010 were purchased for investment purposes. The Reporting Persons do not currently have any plan or proposal, which relates to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or by-laws or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; 5 (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ------------------------------------- ITEM 5 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: (a) Internet Gold is the beneficial owner of 22,791,873 Ordinary Shares of the Issuer that are directly held by it, which constitute approximately 76.25% of the issued and outstanding Ordinary Shares of the Issuer. Eurocom Communications and Mr Shaul Elovitch are the beneficial owners of 23,201,873 Ordinary Shares of the Issuer, which constitute approximately 77.63% of the issued and outstanding Ordinary Shares of the Issuer of which (i) 410,000 Ordinary Shares of the Issuer are held of record by Eurocom Communications; and (ii) 22,791,873 Ordinary Shares of the Issuer are held of record by Internet Gold. The foregoing percentages are based on 29,889,045 Ordinary Shares that the Issuer advised were issued and outstanding (which excludes 19,230 shares held as treasury stock) as of May 9, 2010. (b) The Reporting Persons have shared power to dispose or direct the disposition of 22,791,873 Ordinary Shares of the Issuer held of record by Internet Gold. Eurocom Communications and Mr. Shaul Elovitch have shared power to dispose or direct the disposition of 410,000 Ordinary Shares of the Issuer held of record by Eurocom Communications. (c) On May 9, 2010, Internet Gold purchased 1,100,000 Ordinary Shares of the Issuer in a private transaction in Israel for a price per share of 109 New Israeli Shekels (approximately $ 28.91). Except for such transactions and the purchase of 2,599,310 ordinary shares in a private placement in Israel on March 24, 2010, Internet Gold has not effected any transactions in the Ordinary Shares of the Issuer during the past 60 days. (d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares reported above in this Item 5. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ----------------------------------------- ITEM 6 OF THE AMENDMENT NO. 2 IS HEREBY AMENDED AS FOLLOWS: The information provided in response to Items 3 and 4 above is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. --------------------------------- ITEM 7 OF THE AMENDMENT NO. 2 IS HEREBY AMENDED AS FOLLOWS: The exhibit listed on the Index of Exhibits of this Statement is filed herewith. 6 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: May 11, 2010 /s/ Shaul Elovitch ------------------ Mr. Shaul Elovitch /s/ Shaul Elovitch ------------------ Eurocom Communications Ltd. By: Shaul Elovitch Title: Chairman of the Board of Directors /s/ Shaul Elovitch ------------------ Internet Gold - Golden Lines Ltd By: Shaul Elovitch Title: Chairman of the Board of Directors 7 INDEX OF EXHIBITS Exhibit No. Description ----------- ----------- 1 Form of Stock Purchase Agreement dated May 9, 2010 EX-99.1 2 ex99_1.txt STOCK PURCHASE AGREEMENT EXHIBIT 1 Agreement --------- Entered into in Ramat Gan as of the 9th day of May, 2010 By and between Internet Gold - Golden Lines Ltd. Located at 2 Dov Friedman Street, Ramat Gan (Hereinafter, the "Purchaser") Of the first part; ----------------- And ____________________________ ID No. ______________________ From ___________________ Hereinafter, the "Seller") Of the second part; ------------------ WHEREAS, __________ ordinary shares par value NIS 0.1 per share of B. Communications Ltd. (hereinafter, the "Company") are being held in trust for the Seller by Eyal Rubin, CPA, from the Ziv Haft Accounting Firm (hereinafter, the "Trustee"), which shares were issued to the Seller in accordance with the Company's 2007 option plan (hereinafter, the "Sold Shares"); and WHEREAS, the Seller wishes to sell the Sold Shares to the Purchaser, and the Purchaser wishes to purchase the Sold Shares from the Seller, pursuant to the terms of this Agreement, as set forth below; NOW, THEREFORE, the parties stipulate and agree as follows: 1. Preamble -------- 1.1. The preamble and appendices hereto constitute an integral part hereof. In case of a contradiction between the provisions of the Agreement and the provisions of any of the appendices hereto, the provisions of the Agreement shall prevail. 1.2. The sections and headings of this Agreement are for convenience only, and are not to be considered in interpreting the Agreement. 2. Transaction ----------- As of the Closing Date (as defined below), the Seller shall sell the Purchaser the Sold Shares and the Purchaser shall purchase the Sold Shares from the Seller for an aggregate consideration of NIS __________ (hereinafter, the "Share Purchase Consideration"), subject to and in accordance with the terms of this Agreement. 1 3. Seller's Representations ------------------------ The Seller hereby represents and warrants towards the Purchaser as follows: 3.1. It is entitled to sell the Sold Shares and has not granted any third party any rights in the Sold Shares, except for the holding of the Sold Shares by the Trustee for the purpose of securing payment of the tax related to the sale thereof, pursuant to the provisions of the Income Tax Ordinance (New Version) (hereinafter, the "Ordinance") and the regulations and rules promulgated thereunder, and except for the Loan Agreement between the Purchaser and Seller dated April 28, 2010 (hereinafter, the "Loan Agreement"). 3.2. It is authorized and permitted to enter into this Agreement and perform its undertakings hereunder. 3.3. It is executing this Agreement of its own free will, without the Seller having been given any advice by the Purchaser, the Company or anyone on their behalf, regarding the worthiness of the sale of the shares or regarding the tax implications of the sale of the shares. The Seller is not entering into this Agreement on the basis of any implicit or explicit representation of the Purchaser or anyone on its behalf, with the exception of the representations explicitly provided in Section 4 below, and it waives any argument or claim against the Purchaser in connection with any other representation, as aforementioned. 3.4. Any tax levied by law which shall apply to the sale of the Sold Shares, shall be borne by the Seller and shall not be borne by the Purchaser, directly or indirectly. If, for any reason, the Purchaser is demanded to pay tax applying to the Seller, the Seller shall return such amounts to the Purchaser immediately upon such demand. 4. Purchaser's Representations --------------------------- The Purchaser represents and warrants towards the Seller as follows: 4.1. It is authorized and permitted to execute this Agreement and perform its undertakings hereunder. 4.2. It is purchasing the Sold Shares in as-is condition, without any representation on the part of the Seller, with the exception of its explicit representations in Section 3 above, and it waives any argument or claim against the Seller in connection with any other representation, as aforementioned. For the avoidance of doubt, it is clarified that nothing in the foregoing derogates from the provisions of Section 3.4 above. 4.3. It has the financial means to perform its undertakings hereunder. 2 5. Consummation of the Transaction and Payment of the Consideration for the Sold Shares ---------------------------------------- As of the date of Closing of the share purchase transaction contemplated hereunder, which shall occur on [May 9, 2010] (hereinafter, the "Closing Date"), the Seller shall transfer to the Purchaser the Sold Shares free and clear of any obligation, encumbrance or any other right of the Seller or a third party, concurrently with and against payment of the Consideration, as set forth in this Section below. For such purpose, all the actions set forth below shall be performed on the Closing Date, and they shall be regarded as having been performed simultaneously, and no action shall be deemed to have been completed without the other actions having been completed, as set forth below: 5.1. The Seller shall provide the Purchaser with a share transfer deed for the Sold Shares, in the form attached hereto as Appendix A, signed by the Trustee and a witness to his signature, as well as the share certificate issued to the Trustee with respect to the Shares Sold. 5.2. The Purchaser and a witness to its signature shall sign the share transfer deed (Appendix A). 5.3. The Purchaser shall pay the Seller the Share Purchase Consideration, in the amount of NIS __________, as follows: 5.3.1. A total of NIS ________ shall be paid by way of repayment of the loan which the Purchaser provided to the Seller under the Loan Agreement (NIS ______ for the Loan principal, NIS ________ for the interest on the Loan and NIS _________ for the Value Added Tax on the interest, which the Purchaser shall pay to the VAT authorities). For the avoidance of doubt, it is clarified that the said amounts constitute a portion of the Share Purchase Consideration for all intents and purposes. Nevertheless, it is clarified that the parties have agreed that the amounts in this Section shall not be transferred to the Seller, but shall be used for repayment of the balance of the Loan in favor of the Purchaser, as set forth above. 5.3.2. The Purchaser shall transfer the balance, in the amount of NIS _______ to account no. _________ in Bank Leumi, branch no. ____, in the Trustee's name (Ziv Haft Trust Company Ltd.), in trust for the Seller (hereinafter, the "Seller's Trust Account"). 6. Deduction of Tax and Trustee's Fees With Respect to the Sold Shares ------------------------------------------------------------------- Out of the amount which the Purchaser is to deposit in the Seller's Trust Account, as aforementioned, the Trustee shall deduct the tax amounts with respect to the sale of the Sold Shares (which the Trustee shall transfer to the tax authorities) and shall also deduct the Trustee's fees and expenses, all as set forth in the Letter of Instructions to the Trustee, Appendix B hereto. 3 7. Miscellaneous and Notices ------------------------- 7.1. This Agreement shall be governed by the laws of the State of Israel, and the courts in the Tel Aviv District Court shall have sole and absolute jurisdiction with respect to all matters pertaining to this Agreement. 7.2. No modification, amendment, addition, waiver or non-exercise of a right under this Agreement shall be valid unless set forth explicitly in a document and signed by the parties. 7.3. The Seller may not assign its rights and obligations hereunder to any third party. 7.4. The Seller undertakes to sign additional documents, to the extent reasonably required to perform the actions set forth in this Agreement. 7.5. The Seller undertakes to keep the contents of this Agreement and the actual execution thereof confidential, and to refrain from disclosing any information with respect hereto, except when such disclosure is required by applicable law or upon the instructions of a competent authority, provided that the Purchaser is provided prior notice and an opportunity to prevent the disclosure (to the extent possible). 7.6. Notices in connection with this Agreement shall be in writing and shall be sent via registered mail (with a request for confirmation of delivery), or shall be delivered by hand to the parties' addresses designated in the preamble hereto (or to any other address of which written notice is provided to all parties to this Agreement), or shall be transmitted by facsimile, and all such notices shall be deemed to have been delivered upon the earlier of the following dates: upon the actual delivery thereof (or upon being offered to the recipient, in the event of its refusal to accept it) or seven (7) days after having been sent by registered mail, provided that confirmation of delivery is received, or 24 hours after having been transmitted by facsimile, provided that confirmation is received from the sender's fax machine. IN WITNESS WHEREOF, the parties hereto affix their signature: ----------------------------------- ----------------------- Internet Gold - Golden Lines Ltd. [The Seller] 4 Trustee's Confirmation ---------------------- I hereby confirm that I shall act in accordance with the provisions of this Agreement which pertain to me. --------------------------- Eyal Rubin, CPA 5 -----END PRIVACY-ENHANCED MESSAGE-----