REGISTRATION RIGHTS AGREEMENT dated as of April 15, 2011 between VIMPELCOM LTD. and WEATHER INVESTMENTS II S.Á R.L.Registration Rights Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENT dated as of April 15, 2011 (this "Agreement") between VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the "Company"), and Weather Investments II S.á r.l., a company organized and existing under the laws of the Grand Duchy of Luxembourg ("Weather II"), and such other holders of capital stock of the Company as shall be party hereto from time to time (each, a "Party" and, collectively, the "Parties").
DATED 15 AUGUST 2012 Weather Investments II S.à r.l. - and - Altimo Coöperatief U.A.Deed of Agreement • August 16th, 2012 • Weather Investments II S.a.r.l. • Radiotelephone communications
ContractOption Agreement • February 17th, 2012 • Weather Investments II S.a.r.l. • Radiotelephone communications • New York
OPTION AGREEMENT dated as of February 15, 2012 (this "Agreement") between Weather Investments II S.à r.l., a company organized and existing under the laws of the Grand Duchy of Luxembourg ("Weather"), and Telenor East Holding II AS, a company organized and existing under the laws of the Kingdom of Norway ("Telenor" and, together with Weather, collectively, the "Parties" and, individually, each a "Party").
ContractShare Purchase Agreement • February 17th, 2012 • Weather Investments II S.a.r.l. • Radiotelephone communications • New York
SHARE PURCHASE AGREEMENT dated as of February 15, 2012 (this "Agreement") between Weather Investments II S.à r.l., a company organized and existing under the laws of the Grand Duchy of Luxembourg (the "Seller"), and Telenor East Holding II AS, a company organized and existing under the laws of the Kingdom of Norway (the "Purchaser" and, together with the Seller, collectively, the "Parties" and, individually, each a "Party").
SHARE SALE AND EXCHANGE AGREEMENT by and between TNT Holding S.à r.l. and Weather Investments II S.à r.l dated 14 April 2011Share Sale and Exchange Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications
TNT Holding S.à r.l., a private limited liability company (société à responsabilité limitée) duly incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 65, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, Grand Duchy of Luxembourg, having a share capital of EUR 474,906.45 and registered with the Luxembourg Trade and Companies Register under number B 141.119, represented by David Catala, duly authorized pursuant to the resolution of the meeting of the board of managers dated 5 April 2011 (“TNT”);
ALTERNATIVE PAYMENT AGREEMENT byAlternative Payment Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications
ALTERNATIVE PAYMENT AGREEMENT dated as of April 15, 2011 (this “Agreement”), by and between VimpelCom Ltd., a company organized and existing under the laws of Bermuda (“VimpelCom”), and Weather Investments II S.à r.l., a company organized and existing under the laws of the Grand Duchy of Luxembourg (“Weather II”, and collectively with VimpelCom, the “Parties”).
SHARE ESCROW AGREEMENT among VIMPELCOM LTD. and WEATHER INVESTMENTS II S.À R.L. and CITIBANK, N.A., as Escrow Agent Dated as of April 15, 2011Share Escrow Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications • New York
SHARE ESCROW AGREEMENT (this “Agreement”), dated as of April 15, 2011, by and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (“VimpelCom”), Weather Investments II S.à r.l., a company organized and existing under the laws of the Grand Duchy of Luxembourg (“Weather II”), and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as Escrow Agent under this Agreement, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). VimpelCom and Weather II are sometimes collectively referred to herein as the “Interested Parties”.
SHARE SALE AND EXCHANGE AGREEMENT by and between Dosantos Investments S.à r.l. and Weather Investments II S.à r.l. dated 14 April 2011Share Sale and Exchange Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications
Dosantos Investments S.à r.l., a private limited liability company (société à responsabilité limitée) duly incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 65, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, Grand Duchy of Luxembourg, having a share capital of EUR 154,905.89 and registered with the Luxembourg Trade and Companies Register under number B 145.442, represented by David Catala, duly authorized pursuant to the resolution of the meeting of the board of managers dated 5 April 2011 (“Dosantos”);
LOCK-UP AGREEMENT byLock-Up Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications • New York
LOCK-UP AGREEMENT dated as of April 15, 2011 (this “Agreement”), by and between VimpelCom Ltd., a company organized and existing under the laws of Bermuda (“VimpelCom”), and Weather Investments II S.à r.l., a company organized and existing under the laws of the Grand Duchy of Luxembourg (the “Shareholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares, par value $0.001 per share, of VimpelCom Ltd., a company organized under the laws of Bermuda, and that this Agreement may be included as an Exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AMENDED AND RESTATED SHARE SALE AND EXCHANGE AGREEMENT by and among VIMPELCOM LTD., WIND TELECOM S.P.A., WEATHER INVESTMENTS II S.À R.L. and THE SHAREHOLDERS OF WIND TELECOM S.P.A. LISTED ON PART II OF ANNEX 2.1 Dated as of April 15, 2011Share Sale and Exchange Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications • New York
AMENDED AND RESTATED SHARE SALE AND EXCHANGE AGREEMENT, dated as of January 17, 2011, and amended and restated on April 15, 2011 (this “Agreement”) by and among VimpelCom Ltd. (“VimpelCom”), a company organized and existing under the laws of Bermuda, Wind Telecom S.p.A. (“Weather I”), a company organized and existing under the laws of Italy, Weather Investments II S.à r.l. (“Weather II”), a company organized and existing under the laws of the Grand Duchy of Luxembourg, and each of the other shareholders of Weather I listed on Part I of Annex 2.1 that shall have executed a joinder letter pursuant to Section 6.1(c) (the “Weather I Shareholders”).
LOAN NOTE AGREEMENT for a principal amount of US$ 1,800,000,000 issued by WEATHER INVESTMENTS II SARL guaranteed by MR NAGUIB SAWIRIS KIRKLAND & ELLIS INTERNATIONAL LLP London EC3A 8AF Tel: +44 (0)20 7469 2000 Fax: +44 (0)20 7469 2001Loan Note Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications • England and Wales
