EXHIBIT 99.5 REGISTRATION RIGHTS AGREEMENT Dated as of August 19, 2003 between and among Golden Telecom, Inc., Alfa Telecom Limited, Nye Telenor East Invest AS, OAO Rostelecom, Capital International Global Emerging Markets Private Equity Fund, L.P.,...Registration Rights Agreement • August 20th, 2003 • Golden Telecom Inc • Radiotelephone communications • New York
EXHIBIT KPledge Agreement • September 13th, 2001 • Golden Telecom Inc • Radiotelephone communications • New York
EXHIBIT L Page 16 of 30 PagesAdministration Agreement • February 28th, 2002 • Golden Telecom Inc • Radiotelephone communications
2 3 "Termination Date" shall mean 10:00 p.m. London time on the date that is the 60th day from the Closing Date, as such term is defined in the Purchase Agreement, or such later date as may be specified pursuant to Section 3(d) below. Notwithstanding...Stock Option Agreement • May 24th, 2001 • Golden Telecom Inc • Radiotelephone communications • New York
WITNESSETH:Warrant Agreement • September 22nd, 1999 • Golden Telecom Inc • Radiotelephone communications • Delaware
DATED , 1999Underwriting Agreement • September 22nd, 1999 • Golden Telecom Inc • Radiotelephone communications • New York
JOINT FILING AGREEMENTJoint Filing Agreement • November 6th, 2002 • Golden Telecom Inc • Radiotelephone communications
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Golden Telecom, Inc., dated as of November 6, 2002, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
DATED APRIL 2, 2001 BY AND AMONGShare Purchase Agreement • May 24th, 2001 • Golden Telecom Inc • Radiotelephone communications • New York
RECITALSAdministrative Services Agreement • September 22nd, 1999 • Golden Telecom Inc • Radiotelephone communications • New York
EXHIBIT 99.7 SHAREHOLDERS AGREEMENT Dated as of August 19, 2003 between and among Golden Telecom, Inc., Alfa Telecom Limited, Nye Telenor East Invest AS, OAO Rostelecom, Capital International Global Emerging Markets Private Equity Fund, L.P.,...Shareholders Agreement • August 20th, 2003 • Golden Telecom Inc • Radiotelephone communications • New York
RECITALSIndemnification Agreement • September 22nd, 1999 • Golden Telecom Inc • Radiotelephone communications • New York
o] Shares Common Stock ($0.01 Par Value)Underwriting Agreement • March 23rd, 2004 • Golden Telecom Inc • Radiotelephone communications • New York
EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of September 5, 2002 by and between Golden Telecom, Inc., a Delaware corporation (the "Company"), and OAO ROSTELECOM, a...Registration Rights Agreement • September 19th, 2002 • Golden Telecom Inc • Radiotelephone communications • New York
AND OAO ROSTELECOM FORSubscription Agreement • September 19th, 2002 • Golden Telecom Inc • Radiotelephone communications • New York
ARTICLE I DEFINITIONSContribution Agreement • September 22nd, 1999 • Golden Telecom Inc • Radiotelephone communications • New York
1 EXHIBIT 10.3 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT dated as of May 11, 2001 (this "Agreement") between Alfa Telecom Limited (as the assignee of Alfa Bank Holdings Limited), a company incorporated in the British Virgin Islands ("Alfa"), and...Stock Option Agreement • May 24th, 2001 • Golden Telecom Inc • Radiotelephone communications • New York
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • October 3rd, 2002 • Golden Telecom Inc • Radiotelephone communications • New York
AGREEMENT NO. 311299 Moscow December 31, 1999 The present Agreement ("Agreement") is made this December 31, 1999 in Moscow by and between: Limited Liability Company "TeleRoss" (hereinafter - "TeleRoss") incorporated under the law of the Russian...Agreement • March 21st, 2000 • Golden Telecom Inc • Radiotelephone communications
EXHIBIT 99.6 STANDSTILL AGREEMENT Dated as of August 19, 2003 between and among Alfa Telecom Limited, Nye Telenor East Invest AS, OAO Rostelecom, Capital International Global Emerging Markets Private Equity Fund, L.P., Cavendish Nominees Limited,...Standstill Agreement • August 20th, 2003 • Golden Telecom Inc • Radiotelephone communications • New York
RECITALSRegistration Rights Agreement • September 22nd, 1999 • Golden Telecom Inc • Radiotelephone communications • New York
Page 21 of 26 Pages EXHIBIT Q STOCK OPTION AGREEMENT This Stock Option Agreement, dated as of November 1, 2002 (this "Agreement"), is entered into by and between Alfa Telecom Limited, a British Virgin Islands corporation ("Alfa Telecom"), and Alfa...Stock Option Agreement • November 6th, 2002 • Golden Telecom Inc • Radiotelephone communications • New York
WITNESSETH:Termination and Release Agreement • May 24th, 2001 • Golden Telecom Inc • Radiotelephone communications • New York
SECTION 2. General Employment Matters. (a) As of the date of this Agreement (the "Effective Date"), all Transferred Employees shall become employed by the Company. Nothing in this Agreement shall give any Transferred Employee any right to continued...Employee Benefits Agreement • September 22nd, 1999 • Golden Telecom Inc • Radiotelephone communications • Delaware
EXHIBIT 10.12 GOLDEN TELECOM GROUP INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of the twelfth day of January, 2000 by and between Golden Telecom Group, Inc., a Delaware corporation (the "Corporation"), and __________, an adult...Employment Agreement • March 16th, 2001 • Golden Telecom Inc • Radiotelephone communications • Virginia
RECITALSAssignment and Amendment Agreement • May 24th, 2001 • Golden Telecom Inc • Radiotelephone communications • New York
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 1st, 2006 • Golden Telecom Inc • Radiotelephone communications • Delaware
THIS RESTRICTED STOCK AGREEMENT (“Agreement”), dated as of May 25, 2006 is made by and between Golden Telecom, Inc., a Delaware corporation (the “Company”), and Vladimir Bulgak, a director of the Company (the “Holder”):
EXHIBIT 99.4 [Execution Version] SHARE EXCHANGE AGREEMENT by and among SFMT- CIS, INC., NYE TELENOR EAST INVEST AS AND GOLDEN TELECOM, INC. Dated as of August 19, 2003 TABLE OF CONTENTSShare Exchange Agreement • August 20th, 2003 • Golden Telecom Inc • Radiotelephone communications • New York
AMENDMENT TO SHAREHOLDERS AND REGISTRATION RIGHTS AGREEMENTShareholders and Registration Rights Agreement • May 24th, 2001 • Golden Telecom Inc • Radiotelephone communications • New York
betweenGolden Telecom Inc • September 22nd, 1999 • Radiotelephone communications
EXHIBIT 2.1 OWNERSHIP INTEREST PURCHASE AGREEMENTOwnership Interest Purchase Agreement • September 19th, 2002 • Golden Telecom Inc • Radiotelephone communications • New York
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 22nd, 2005 • Golden Telecom Inc • Radiotelephone communications • Delaware
THIS RESTRICTED STOCK AGREEMENT, effective as of July 21, 2005 is made by and between Golden Telecom, Inc., a Delaware corporation (the “Company”), and Mr. Michael Wilson, an employee of the Company (the “Holder”):
AMENDMENT TO TRADEMARK TRANSFER AGREEMENTTrademark Transfer Agreement • May 24th, 2001 • Golden Telecom Inc • Radiotelephone communications
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 21st, 2007 • Golden Telecom Inc • Radiotelephone communications • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 21st day of December, 2007 by and among Golden Telecom, Inc., a Delaware corporation (the “Company”), VimpelCom Finance B.V., a Dutch company (“Parent”), and Lillian Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).
ContractSeparation Agreement • July 19th, 2006 • Golden Telecom Inc • Radiotelephone communications • Virginia
This Separation Agreement, dated as of July 14, 2006 (the “Separation Agreement”), is made by and between Golden Telecom Group, Inc., a Delaware corporation (the “Company”), and Derek A. Bloom, a citizen of the United States of America (the “Employee”).
EMPLOYMENT AGREEMENT No. 81Employment Agreement • March 16th, 2007 • Golden Telecom Inc • Radiotelephone communications
This Employment Agreement (“Agreement”) is entered into on January 3, 2002 by and between EDN Sovintel LLC (“Company”), with its registered address at 25 Dubovaya Roshcha St., Moscow 127427, Russian Federation, and citizen Ilya Alexandrovich Smirnov, residing at 7 Pribrezhnyi Projezd Bldg. 1 Apt. 100, Moscow 125445, holder of the passport series XXIX-MIO No. 616362, issued by the 14th Militia Precinct, Moscow, on July 12, 1983 (“Employee”).
