WALDO SECURITIES S. A. ================================================================================ SHAREHOLDER AGREEMENT, dated as of August __, 1997, among Khanty Mansiysk Oil Corporation, a Delaware corporation ("KMOC") and Waldo Securities S.A. ("Waldo"), an international business company organized under the laws of the British Virgin Islands.
WALDO SECURITIES S. A., an international business company organized and existing under the laws of the British Virgin Islands ("Waldo"); KHANTIMANSIISKNEFTEGAZGEOLOGIIA, an open joint stock company organized and existing under the laws of the Russian Federation ("KMNGG"); BENZ INVESTMENTS GmbH, a corporation organized and existing pursuant to the laws of the Bahamas ("Benz");
WALDO SECURITIES S. A., a company organized and existing under the laws of Cyprus ("Waldo").
WALDO SECURITIES S. A. ------------------------------------- By: Nikolai Vladimirovich Bogachev Title: URAL PETROLEUM CORPORATION ------------------------------ By: Xxxx X. Xxxxxxxxxxx Title: Chief Executive Officer EXHIBIT 1 FORM OF STOCK TRANSFER ORDER 57 ANNEX 2 AMENDMENT TO ESCROW AGREEMENT Pursuant to this amendment (the "Amendment") dated this 7th day of August, 1997, each of Ural Petroleum Corporation, Waldo Securities S.A., OOO Tagaso, TOO Xxxxx, Benz Investments GmbH, and aozt Iuridicheskaia Kompania Xxxx & Sinovia and Xxxxx Brothers Xxxxxxxx & Co. hereby agree to amend the Escrow Agreement by and among them, dated as of July 30, 1997, by amending and replacing such agreement in its entirety by the following amended and restated escrow agreement: AMENDED AND RESTATED ESCROW AGREEMENT THIS AMENDED AND RESTATED ESCROW AGREEMENT (this "Amended and Restated Escrow Agreement" or this "Agreement") is made this 7th day of August 1997, by and among:
WALDO SECURITIES S. A., an international business company organized and existing under the laws of the British Virgin Islands ("Waldo");
WALDO SECURITIES S. A. ---------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I Definitions ............................................... 1 SECTION 1.1. Definitions ............................................... 1
WALDO SECURITIES S. A. -------------------------------------------------------------------------------- SHARE PURCHASE AGREEMENT This Share Purchase Agreement (THE "AGREEMENT") is made as of the 29th day of June 2000, by and between Khanty Mansiysk Oil Corporation, a Delaware corporation (the "COMPANY"), and Waldo Securities S.A. (the "SELLER"), an international business company organized under the laws of the British Virgin Islands.
WALDO SECURITIES S. A. ----------------------------------- Name: Title: In presence of -------------------------------------------
WALDO SECURITIES S. A. ================================================================================ AMENDMENT TO THE SHARE PURCHASE AGREEMENT This Amendment (the "AMENDMENT") is made as of the 1st day of November, 2000, by and between Khanty Mansiysk Oil Corporation, a Delaware corporation (the "COMPANY"), and Waldo Securities S.A. (the "SELLER"), an international business company organized under the laws of the British Virgin Islands.
