Exhibit 10.30
Execution copy
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SHAREHOLDER AGREEMENT
dated as of
June 29, 2000
by and between
KHANTY MANSIYSK OIL CORPORATION,
BRUNSWICK XXXXXXXXXXX TRUST COMPANY LLC
and
THE BOGATCHEV FAMILY 2000 TRUSTS
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TABLE OF CONTENTS
Page
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ARTICLE I
Definitions
SECTION 1.1. Definitions 1
ARTICLE II
Third Party Offers
SECTION 2.1. Third Party Offers 4
ARTICLE III
Transfer Restrictions
SECTION 3.1. Restrictions 4
SECTION 3.2. Right of First Offer 5
SECTION 3.3. Legend 5
SECTION 3.4. Compliance with Applicable Law 6
SECTION 3.5. Effect 6
ARTICLE IV
Registration Rights
SECTION 4.1. Eligible Shares 6
SECTION 4.2. Demand Registration 6
SECTION 4.3. Incidental Registration 6
SECTION 4.4. Registration Procedures 7
SECTION 4.5. Indemnification 9
ARTICLE V
Board Representation and Voting Covenants
SECTION 5.1. Trust Nominees 10
SECTION 5.2. Removal of Trust Directors 10
SECTION 5.3. Replacement of the Trust Director 11
SECTION 5.4. Voting Shares 11
ARTICLE VI
Additional Obligations
SECTION 6.1. Additional Obligations 11
ARTICLE VII
Termination
SECTION 7.1. Termination 11
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ARTICLE IX
Drag Along Rights
SECTION 8.1. Drag Along 11
SECTION 8.2. Procedure 11
ARTICLE IX
Tag Along Rights
SECTION 9.1. Tag Along Offer 12
SECTION 9.2. Exercise 12
ARTICLE X
Miscellaneous
SECTION 10.1. Effectiveness 13
SECTION 10.2. Notices 13
SECTION 10.3. Interpretation 14
SECTION 10.4. Severability 14
SECTION 10.5. Counterparts 14
SECTION 10.6. Entire Agreement; No Third Party Beneficiaries 14
SECTION 10.7. Further Assurances 14
SECTION 10.8. Governing Law; Equitable Remedies 14
SECTION 10.9. Amendments; Waivers 14
SECTION 10.10. Assignment 14
ii
SHAREHOLDER AGREEMENT, dated as of June 29, 2000 by and between Khanty Mansiysk
Oil Corporation, a Delaware corporation ("KMOC"), Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company ("BFTC"), and "The Bogatchev
Family 2000 Trusts", a trust established and governed under New York law
pursuant to a Trust Agreement, dated as of June 23, 2000 (the "Trust").
WHEREAS, Prato Investments Limited, a company organized and existing
under the laws of the Commonwealth of the Bahamas ("Prato") is a shareholder in
the Waldo Securities S.A., an international business corporation organized and
existing under the laws of the British Virgin Islands ("Waldo"), which is the
owner of 103,220 (One Hundred Three Thousand, Two Hundred Twenty) shares of
common stock, no par value per share, of KMOC;
WHEREAS, pursuant to a Resolution of the Board of Directors of Waldo
dated June 29, 2000, Waldo has approved the transfer by Waldo to the Trust of
47,056 (Forty Seven Thousand, Fifty Six) shares of common stock, no par value
per share, of KMOC (the "Transfer Shares") in connection with the transfer by
Prato of its ownership interest in Waldo;
WHEREAS the parties hereto wish to set forth their agreement
concerning certain matters relating to Bogatchev Trusts' ownership and
disposition of the Transfer Shares or any other shares of common stock of KMOC
acquired by Bogatchev Trusts by any other means subsequent to the Effective
Date, unless otherwise agreed in writing by the Panics hereto, (collectively,
the "Shares").
NOW, THEREFORE, in consideration of the mutual agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE 1.
DEFINITIONS
SECTION 1.1 Definitions. As used in this Agreement, the following
terms shall have the following meanings:
"Affiliate" of any Person means any other Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such first Person. For purposes of the definition
of affiliate, "control" has the meaning specified in Rule 12b-2 under the
Exchange Act as in effect on the date of this Agreement.
"Applicable Law" shall mean, with respect to any Person, any
statute, law, regulation, ordinance, rule, judgment, rule of common law, order,
decree, award, Governmental Approval, concession, grant, franchise, license,
agreement, directive, guideline, policy, requirement, or other governmental
restriction or any similar form of decision of, or determination by, or any
interpretation or administration of any of the foregoing by, any Governmental
Authority, whether in effect as of the date hereof or thereafter and in each
case as amended, applicable to such Person or its subsidiaries or their
respective assets.
A Person shall be deemed to "Beneficially Own", to have "Beneficial
Ownership" of, or to be "Beneficially Owning" any securities (which securities
shall also be deemed "Beneficially Owned" by such Person) that such Person is
deemed to "beneficially own" within the meaning of Rule 13d-3 under the Exchange
Act as in effect on the date of this Agreement.
"Best efforts" with respect to any action subject to such a best
efforts obligation shall mean all efforts to take such action as may be taken in
a commercially reasonable manner.
"BFTC" has the meaning set forth in the recitals of this Agreement.
"Change of Control" with respect to KMOC shall be deemed to have
occurred at such time as a "person" or "group" (within the meaning of Section
13(d)(3) of the Exchange Act) (i) becomes the Beneficial Owner, directly or
indirectly, of more than 50% of the KMOC Voting Securities or (ii) otherwise
obtains control of KMOC.
"Demand" has the meaning set forth in Section 4.2(a).
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"Drag Along Sale" shall have the meaning set forth in Section 8.1.
"Drag Along Notice" shall have the meaning set forth in Section 8.2.
"Drag Along Purchaser" shall have the meaning set forth in Section
8.1.
"Drag Along Sellers" shall have the meaning set forth in Section
8.1.
"Effective Date" means the date on which the Trust is issued or
otherwise acquires any Shares.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"First Offer Price" has the meaning set forth in Section 3.2(a).
"Governmental Approval" means any action, order, authorization,
consent, approval, license, lease, ruling, permit, tariff, rate, certification,
exemption, filing or registration by or with any Governmental Authority.
"Governmental Authority" means any government or political
subdivision thereof, governmental department, commission, board, bureau, agency,
regulatory authority, instrumentality, judicial or administrative body having
jurisdiction over the matter or matters in question.
"Group" has the meaning set forth in Section 13(d)(3) of the
Exchange Act as in effect on the date of this Agreement.
"Indemnified Person" has the meaning set forth in Section 4.3(a).
"Initial Public Offering" means the initial public offering of KMOC
Common Stock.
"KMOC" has the meaning set forth in the recitals to this Agreement.
"KMOC Board" means the board of directors of KMOC.
"KMOC Common Stock" means common stock, no par value, of KMOC.
"KMOC Voting Securities" means KMOC Common Stock and any other
issued and outstanding securities of KMOC generally entitled to vote in the
election of directors of KMOC.
"Offered Shares" has the meaning set forth in Section 3.2(a).
"Other KMOC Holders" means the holders of the Other KMOC Shares.
"Other KMOC Shares" means securities of KMOC not held by a
Shareholder.
"Participating Seller" has the meaning set forth in Section 9.2.
"Permitted Transferee" has the meaning set forth in Section 3.1(c).
"Person" means any individual, group, corporation, firm,
partnership, joint venture, trust, business association, organization,
governmental entity or other entity.
"Prato" has the meaning set forth in the recitals to this Agreement.
"Public Offering" means any offering of stock of KMOC registered
under the Securities Act.
"Purchased Shares" has the meaning set forth in recitals to this
Agreement.
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"Response Period" has the meaning set forth in Section 3.2(b).
"Sale" has the meaning set forth in Section 9.1.
"Sale Percentage" has the meaning set forth in Section 9.1(a).
"SEC" means the Securities and Exchange Commission or any successor
governmental entity.
"Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
"Selling Holder" has the meaning set forth in Section 9.1.
"Shares" has the meaning set forth in the recitals to this
Agreement.
"Shareholder" means the Trust at such time as the Trust Beneficially
Owns Shares and any Permitted Transferee that holds Shares.
"Tag Along Notice" shall have the meaning set forth in Section 9.1.
"Tag Along Offerees" shall have the meaning set forth in Section
9.1.
"Tag Along Purchaser" shall have the meaning set forth in Section
9.1(a).
"Third Party Offer" means a bona fide offer to enter into a
transaction by a Person other than the Trust or any of the Trust's affiliates or
any other Person acting on behalf of the Trust or any of the Trust's respective
affiliates which would result in a Change of Control of KMOC or a transfer of
all or substantially all of the assets of KMOC.
"Transfer" has the meaning set forth in Section 3.1.
"Transfer Agreement" has the meaning set forth in Section 6.1.
"Transfer Shares" has the meaning set forth in the recitals to this
Agreement.
"Transfer Notice" has the meaning set forth in Section 3.2(a).
"Trust" has the meaning set forth in the recitals to this Agreement.
"Trust Director" has the meaning set forth in the recitals to this
Agreement.
"Waldo" has the meaning set forth in the recitals to this Agreement.
"Wholly Owned Subsidiary" means, with respect to any Person, as of
any date of determination, any other Person as to which such Person owns,
directly or indirectly, or otherwise controls, 100% of the voting shares or
other similar interests.
ARTICLE 2.
THIRD PARTY OFFERS
SECTION 2.1 Third Party Offers. If, prior to the tenth anniversary
of the Effective Date, KMOC becomes the subject of a Third Party Offer that is
(a) approved by a majority of the KMOC Board and (b) supported by the holders of
a majority of the KMOC Voting Securities (i) in the event of a Third Party
Offer, the consummation of which does not require action by the holders of the
KMOC Voting Securities, that have taken a position on such transaction, other
than the Shareholders, or (ii) in the event of a Third Party Offer, the
consummation of which requires action of the holders of KMOC Voting Securities,
whether at a meeting or by written consent, that have voted in favor of such
Third Party Offer, other than the Shareholders, KMOC shall deliver a written
notice to the Trust, briefly describing the material terms of such Third Party
Offer, and the Trust shall, within ten business days after receipt of such
notice, either (x) offer to acquire all or substantially all of the assets of
KMOC or the Other KMOC Shares, as the case may be, on terms at least as
favorable to the
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Other KMOC Holders as those contemplated by such Third Party Offer or (y)
confirm in writing that it will support, and at the appropriate time support,
such Third Party Offer, including by voting and causing each of the Shareholders
to vote all Shares Beneficially Owned by such Shareholder eligible to vote
thereon in favor of such Third Party Offer or, if applicable, tendering or
selling and causing each of the Shareholders to tender or sell all of the Shares
Beneficially Owned by it to the Person making such Third Party Offer. For
purposes of (b)(i) of the foregoing sentence of this Section 2.1, in order to
determine whether a Third Party Offer is supported by other holders of KMOC
Voting Securities, KMOC may use any reasonable method, taking into account
confidentiality concerns, including engaging the services of a proxy solicitor
or similar firm. The notice referred to in the first sentence of this Section
2.1 shall be delivered promptly after the approval of the Third Party Offer by
the KMOC Board and the determination of the support by the holders of a majority
of the KMOC Voting Securities who have taken a position on such transaction or
the approval by the holders of a majority of the KMOC Voting Securities that
have voted in favor of such Third Party Offer, as the case may be.
ARTICLE 3.
TRANSFER RESTRICTIONS
SECTION 3.1 Restrictions. Except in connection with (i) a Third
Party Offer as provided in Section 2.1 or (ii) a registered Public Offering
pursuant to Article IV, no Shareholder shall, sell, pledge, assign, grant a
participation interest in, encumber or otherwise transfer or dispose of any
Shares to any other Person, whether directly, indirectly, voluntarily,
involuntarily, by operation of law, pursuant to judicial process or otherwise (a
"Transfer") without the prior written consent of KMOC, which shall not be
unreasonably withheld, except in accordance with one of the following:
a. subject to compliance with the provisions of Section 3.2,
pursuant to a sale to any one Person or group in an amount
less than 5% of the outstanding securities of any class of
KMOC; provided, however, that the aggregate of such sales made
by the Shareholders as a group in any one year shall not
exceed 10% of the outstanding securities of any class of KMOC;
b. pursuant to a merger, consolidation or other business
combination involving the Trust, where the Trust is not the
surviving entity, or a sale of all or substantially all of the
Trusts' assets; provided, however, that the surviving or
purchasing entity agrees to be bound by the terms of this
Agreement; or
c. pursuant to a Transfer of Shares by the Trust to a Wholly
Owned Subsidiary of the Trust, from a Wholly Owned Subsidiary
of the Trust to the Trust or between Wholly Owned Subsidiaries
of the Trust (any such transferee shall be referred to herein
as a "Permitted Transferee"), provided that in the case of any
such Transfer, the Trust shall have provided KMOC with written
notice of such proposed Transfer at least 15 days prior to
consummating such Transfer stating the name and address of the
Permitted Transferee, the relationship between the Trust and
the Permitted Transferee, and the Permitted Transferee shall
have executed a copy of this Agreement as a shareholder of
KMOC. If any Permitted Transferee to whom Shares have been
Transferred pursuant to this Section 3.1 by the Trust ceases
to be a Permitted Transferee, such Shares shall be Transferred
back to the Trust immediately prior to the time such Person
ceases to be a Permitted Transferee of the Trust. The Trust
and such Permitted Transferee shall be jointly and severally
liable for any breach of this Agreement by such Permitted
Transferee.
SECTION 3.2 Right of First Offer.
a. If a Shareholder desires to transfer any Shares to any Person
other than pursuant to the provisions of Sections 2.1, 3.1(b)
or 3.1(e) or Article IV, the Shareholder shall first give
written notice (a "Transfer Notice") to that effect to KMOC
containing (i) the number of Shares proposed to be transferred
(the "Offered Shares"), and (ii) the purchase price (the
"First Offer Price") which the Shareholder proposes to be paid
for the Offered Shares.
b. KMOC shall have a period of 30 days after the date of receipt
of the Transfer Notice (the "Response Period") to accept the
offer made pursuant to the Transfer Notice to purchase all of
the Offered Shares (on its own behalf or on the behalf of
others) at the First Offer Price by delivering written notice
of acceptance to the Shareholder within the Response Period.
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c. If KMOC elects to purchase (on its behalf or on the behalf of
others) all of the Offered Shares, the closing of the sale of
the Offered Shares will be held at KMOC's principal office in
New York on a date to be specified by KMOC which is not less
than 10 days nor more than 60 days after the end of the
Response Period. At the closing, KMOC will deliver the
consideration in accordance with the terms of the offer set
forth in the Transfer Notice, and the Shareholder will deliver
the Offered Shares to KMOC, duly endorsed for transfer, free
and clear of all liens, claims and encumbrances.
d. If, at the end of the Response Period, KMOC has not given
notice of its decision to purchase all of the Offered Shares,
then the Shareholder shall be entitled for a period of 90 days
beginning the day after the expiration of the Response Period
to sell the Offered Shares at a price not lower than the First
Offer Price and on terms not more favorable to the transferee
than were contained in the Transfer Notice. Promptly after any
sale pursuant to this Section 3.2, the Shareholder shall
notify KMOC of the consummation thereof and shall furnish such
evidence of the completion (including time of completion) of
such sale and of the terms thereof as KMOC may request.
e. If, at the end of any such 90-day period provided for in this
Section 3.2, the Shareholder has not completed the sale of the
Offered Shares, the Shareholder shall no longer be permitted
to sell any of such Offered Shares pursuant to this Section
3.2 without again fully complying with the provisions of this
Section 3.2 and all the restrictions on sale, transfer,
assignment or other disposition contained in this Agreement
shall again be in effect.
f. Notwithstanding the foregoing, in the event that KMOC fails to
close the purchase of the Offered Shares on the date specified
in its notice of acceptance, the Shareholder shall be
entitled, for a period of 120 days from the closing date
originally set by KMOC in its offer of acceptance, to sell the
Offered Shares at any reasonably negotiated price to any third
party without having to further comply with the provisions of
this Section 3.2; provided, however, that in the event that
KMOC's failure to close the purchase is due to an order,
injunction or other similar mandate from a regulatory body of
competent jurisdiction and KMOC is using its best efforts to
cause such order, injunction or mandate, as the case may be,
to not apply to the purchase of the Offered Shares then KMOC
shall have until the earlier of (i) the expiration of 30 days
from the closing date originally set by KMOC in its acceptance
or (ii) such time as the order, injunction or mandate becomes
final and non-appealable, in which to close the purchase of
the Offered Shares before the provisions of this clause (f)
become applicable.
SECTION 3.3 Legend. Each certificate representing the Shares shall
be stamped or otherwise imprinted with a legend in substantially the following
form:
RESTRICTIONS ON TRANSFER OF SECURITIES: THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THE
TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS
SUBJECT TO THE CONDITIONS SPECIFIED IN A SHAREHOLDER AGREEMENT DATED
JUNE 29, 2000. A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE
CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT
CHARGE. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS
SUCH CONDITIONS ARE COMPLIED WITH AND UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE
STATE SECURITIES LAWS.
SECTION 3.4 Compliance with Applicable Law, Etc. The exercise of the
right of first offer set forth in Section 3.2 and the completion of any transfer
or sale of Shares contemplated hereunder shall be subject to compliance with
Applicable Law. KMOC and the Shareholders shall cooperate with each other and
shall take all such action, including, without limitation, obtaining all
Governmental Approvals required to comply with Applicable Law in connection with
the sale or transfer of the Shares pursuant to this Agreement. KMOC and the
transferring Shareholder shall bear its own costs and expenses in connection
with obtaining any such Governmental Approvals.
SECTION 3.5 Effect. Any purported transfer of securities that is not
in accordance with the provisions of this Article III shall be null and void and
of no force or effect and will not be registered on the stock transfer books of
KMOC.
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ARTICLE 4.
REGISTRATION RIGHTS
SECTION 4.1 Eligible Shares. The Shares shall be subject to the
registration rights in this Article IV until (i) a Registration Statement
covering such Shares has been declared effective by the SEC and such Shares have
been disposed of pursuant to such effective Registration Statement, (ii) the
Shares are distributed to the public pursuant to Rule 144 (or any similar
provision then in force) under the Securities Act or (iii) the Shares have
otherwise been transferred and may be resold by such transferee without
registration under the Securities Act and without restriction under Rule 144.
SECTION 4.2 Demand Registration.
a. At any time after an Initial Public Offering, the Trust shall
have the right to make one written request (a "Demand") on the
Company to cause the Company to make reasonable efforts to
file and cause to be declared effective a Registration
Statement on Form S-1 or any other appropriate form under the
Securities Act with respect to the Shares; provided, that the
expected offering price of the Shares requested to be
registered is the greater of at least (i) 25% of the Trust's
aggregate Beneficial Ownership interest in or (ii)
$25,000,000. This Section 4.2 (a) shall be applicable for so
long as the Shares cannot be freely transferred pursuant to
Rule 144 under the Securities Act without the imposition of
volume, manner of sale and holding period limitations.
b. The Demand will set forth the number of Shares proposed to be
sold by the Shareholders and the intended method of
distribution of such shares.
c. If any offering or sale of Common Stock by the Shareholders
pursuant to a Registration Statement is not consummated due to
any failure by KMOC to perform its obligations under this
Agreement or pursuant to Section 4.3(b) hereof, the
Shareholders shall not be deemed to have made a Demand in
accordance with Section 4.2 (a) above with respect to which
such Registration Statement was filed.
SECTION 4.3 Incidental Registration. If KMOC proposes at any time to
register KMOC Common Stock under the Securities Act (other than pursuant to a
registration statement on Form S-8 or Form S-4 (or a similar successor form))
with respect to an offering of KMOC Common Stock for its own account or for the
account of any of its security holders, it will promptly give written notice
thereof to the Trust (but in no event less than fifteen days before the
anticipated filing date), and offer the Shareholders the opportunity to register
such number of Shares as the Shareholders may request. Upon the written request
of the Trust made within 10 days after the receipt of any such notice (which
request shall specify the number of Shares intended to be disposed of by each
Shareholder), KMOC will, subject to the terms of this Agreement, use its best
efforts to include the Shares which KMOC has been requested to register in such
registration.
a. If the proposed registration by KMOC is an underwritten Public
Offering of KMOC Common Stock, then KMOC will use its best
efforts to cause the managing underwriter or underwriters to
include the Shares requested to be included by the Trust
(including Shares to be included on behalf of other
Shareholders) among those securities to be distributed by or
through such underwriters (on the same terms and conditions as
the KMOC Common Stock of KMOC included therein to the extent
appropriate). Notwithstanding the foregoing, if in the
reasonable judgment of the managing underwriters or
underwriters, the success of the Public Offering would be
adversely affected by inclusion of the Shares requested to be
included, KMOC shall include in such registration the number
(if any) of Shares so requested to be included which in the
opinion of such underwriters can be sold, but (i) only after
the inclusion in such registration of KMOC Common Stock being
sold by KMOC and (ii) only after the inclusion in such
registration of KMOC Common Stock being sold by persons
exercising any demand registration rights they may have in
respect of KMOC Common Stock. If, in the opinion of such
underwriters, some but not all of the Shares requested to be
included may be included in such registration, all
Shareholders requested to be included therein, and any other
holders of KMOC Common Stock who have substantially similar
registration rights to the holders of Shares and have
requested registration of their shares, shall share pro rata
in the number of such shares requested to be included therein
based on the number of such shares so requested to be included
by such persons.
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b. If, at any time after giving written notice of its intention
to register KMOC Common Stock and prior to the effective date
of the registration statement filed in connection with such
registration, KMOC shall determine for any reason either not
to register, or to delay registration of, such securities,
KMOC may, at its election, give written notice of such
determination to the Trust and, thereupon, (i) in the case of
a determination not to register, shall be relieved of its
obligation to register any Shares in connection with such
registration or (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any
Shares, for the same period as the delay in registering such
other KMOC Common Stock.
c. The selection of the underwriters for any such offering shall
be at the sole discretion of KMOC.
d. KMOC will pay expenses associated with the registration and
sale of the Shares including without limitation legal,
accounting, printing and distribution fees and expenses,
except for registration fees associated with the Shares and
commissions and underwriting discounts payable with respect to
the Shares, which shall be paid by the Trust.
SECTION 4.4 Registration Procedures.
a. If and whenever KMOC is required by the provisions of Section
4.2 or Section 4.3 hereof to effect the registration of
Shares, KMOC will as promptly as practicable:
(1) furnish to the Trust such number of conformed copies of
such registration statement and of each such amendment
and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus
included in such registration statement (including each
preliminary prospectus and any summary prospectus), in
conformity with the requirements of the Securities Act,
such documents incorporated by reference in such
registration statement or prospectus, and such other
documents, as the Trust may reasonably request to
facilitate the disposition of the Shares included in
such registration by the Shareholders;
(2) use its best efforts to register or qualify the
securities covered by such registration statement under
such state securities or blue sky laws of such
jurisdictions, if applicable, as shall be reasonably
appropriate for distribution of the Shares; provided,
however, that KMOC shall not be required, solely in
order to accomplish the foregoing, to qualify to do
business as a foreign corporation in any jurisdiction
where it would not otherwise be required to qualify,
subject itself to taxation in any such jurisdiction or
consent to general service of process in any such
jurisdiction;
(3) advise the Trust, promptly after it shall receive notice
or obtain knowledge thereof, of the issuance of any stop
order by the SEC or any state securities commission or
agency suspending the effectiveness of such registration
statement or the initiation or threatening of any
proceeding for that purpose and use its best efforts to
prevent the issuance of any stop order to obtain its
withdrawal if such stop order should be issued;
(4) notify the Trust upon KMOC's discovery that, or upon the
happening of any event as a result of which, any
prospectus included in any registration statement which
includes Shares, as then in effect, includes an untrue
statement of a material fact or omits to state any
material fact required to be stated therein or necessary
to make the statements therein not misleading in the
light of the circumstances then existing, and at the
Trust's request prepare and furnish to the Trust a
reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such
Shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material
fact required to be stated therein necessary to make the
statements therein not misleading in the light of the
circumstances then existing;
(5) use its best efforts to cause all such Shares to be
listed on each securities exchange or inter-dealer
quotation system on which the KMOC Common Stock is then
listed or will be listed following the Public Offering,
provided that the applicable listing requirements are
satisfied.
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b. If any registration pursuant to this Article IV shall be in
connection with an underwritten Public Offering and regardless
of whether the Trust participates in such registration, the
Trust, and each of the other Shareholders, agrees not to,
unless agreed to in writing by the managing underwriter or
underwriters or KMOC, effect any public sale or distribution,
including any sale pursuant to Rule 144 of the Securities Act,
of any Shares (other than as part of such underwritten Public
Offering) within the period commencing on a date specified by
the underwriter, not to exceed 30 days prior to the effective
date of such registration statement, and ending on a date
specified by the underwriter, not to exceed 180 days after the
effective date of such registration statement or such shorter
period as any other holder of securities of KMOC being sold
pursuant to the registration statement has agreed not to
effect any public sale or distribution. The Trust, and each of
the other Shareholders, agrees that KMOC may instruct its
transfer agent to place stop transfer notations in its records
to enforce this Section 4.4(b).
c. The Trust agrees, and each of the other Shareholders included
in such registration shall agree, that upon receipt of any
notice from KMOC of the occurrence of any event of the kind
described in Section 4.4(a)(4), it will forthwith discontinue
the disposition of Shares pursuant to the registration
statement relating to such Shares until its receipt of a
supplemented or amended prospectus from KMOC and, if so
directed by KMOC, will deliver to KMOC all copies, other than
permanent file copies, then in such Shareholder's possession,
of the prospectus relating to such Shares at the time of
receipt of such notice; provided, that if the registration
statement is for an underwritten Public Offering, each
Shareholder included in such registration will use its best
efforts to cause the underwriters of such Public Offering to
discontinue the disposition of Shares.
d. If any Shares are included in any registration pursuant to
this Article IV, the Trust agrees, and each of the other
Shareholders selling Shares shall agree, to take such actions
and furnish KMOC with such information regarding itself and
relating to the distribution of the Shares as KMOC may from
time to time reasonably request and as shall be required in
connection with any registration, qualification or compliance
referred to in this Agreement, including, without limitation,
the following: (i) enter into an appropriate underwriting
agreement containing terms and provisions then customary in
agreements of that nature and cause each underwriter of the
Shares to be sold to agree in writing with KMOC to provisions
with respect to indemnification and contribution that are
substantially the same as set forth in Section 4.3 hereof;
(ii) enter into such custody agreements, powers of attorney
and related documents at such time and on such terms and
conditions as may then be customarily required in connection
with such offering; and (iii) distribute the Shares in
accordance with and in the manner of the distribution
contemplated by the applicable registration statement and
prospectus.
SECTION 4.5 Indemnification.
a. Indemnification by KMOC. In the event of any registration of
Shares pursuant to Article IV, KMOC agrees to indemnify and
hold harmless the seller of Shares and its directors and
officers and each other person, if any, who controls the
seller (each, an "Indemnified Person") from and against any
and all losses, claims, damages, liabilities and expenses
(including reasonable attorneys' fees and costs of
investigation) to which such Indemnified Person becomes
subject under the Securities Act or otherwise, insofar as such
losses, claims, damages, liabilities or expenses arise out of
or based upon (i) any untrue statement or alleged untrue
statement of material fact contained in any registration
statement under which such securities were registered or
qualified under the Securities Act or otherwise, any
preliminary prospectus, final prospectus or summary prospectus
included therein, or any amendment or supplement thereto, or
(ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, provided that KMOC
shall not be liable to such Indemnified Person in any such
case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made
in such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written
information furnished by such seller of Shares to KMOC for
inclusion therein, whether directly or indirectly by
reference.
8
b. Indemnification by the Shareholders. The Trust agrees, and
each of the other Shareholders participating in a registration
of shares pursuant to this Article IV shall agree, to
indemnify and hold harmless (in the same manner and to the
same extent as set forth in Section 4.5(a)), KMOC and its
directors and officers and each other person, if any, who
controls KMOC within the meaning of the Securities Act arising
out of or based upon (i) any untrue statement or alleged
untrue statement of material fact contained in any
registration statement under which such securities were
registered or qualified under the Securities Act or otherwise,
any preliminary prospectus, final prospectus or summary
prospectus included therein, or an amendment or supplement
thereto, or (ii) any omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading to the
extent that such statement or omission or alleged statement or
omission was made solely in reliance upon and in conformity
with written information furnished to KMOC by such Shareholder
for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement.
c. Defense of Claim. If any action or proceeding (including any
governmental investigation) shall be brought or directed
against any party hereto (or its officers, directors or
agents), the party against whom indemnification is sought
shall be permitted to (or, if requested, shall) assume the
defense of such claim, including the employment of counsel and
the payment of all expenses, unless a conflict of interest may
exist with respect to such claim or differing or additional
defenses may be available to the other party. If defense of a
claim is assumed by an indemnifying party, the indemnified
party shall not be liable for any settlement of such action or
proceedings effected without their prior written consent. No
indemnifying party shall consent to entry of any judgment or
enter into any settlement, which does not include as an
unconditional term thereof the giving by the claimant or
plaintiff to the indemnified party of release from all
liability in respect to such claim or litigation. Any party
entitled to indemnification hereunder agrees to give prompt
written notice to the other party of any written notice of the
commencement of any action, suit, proceedings or investigation
or threat thereof for which such party may claim
indemnification or contribution pursuant to this Agreement;
provided, however; that failure to give such notice small not
limit any party's right to indemnification or contribution
hereunder except to the extent that the indemnifying party is
materially prejudiced thereby. Notwithstanding the foregoing,
an indemnified party hereunder shall always have the right to
employ separate counsel in any such action and to participate
in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such indemnified party.
d. Contribution. If the indemnification provided for in Sections
4.5(a) or 4.5(b) hereof is unavailable to a party that would
have been an indemnified party under any such Section in
respect of any losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) referred to
therein, then each party that would have been an indemnifying
party thereunder shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims,
damages or liabilities (or actions or proceedings in respect
thereof) in such proportion as is appropriate to reflect the
relative fault of such indemnifying party on the one hand and
such indemnified party on the other in connection with the
statements or omissions or alleged statement or omission which
resulted in such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof). The relative fault
shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material
fact relates to information supplied by such indemnifying
party or such indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid
or payable by a contributing party as a result of the losses,
claims, damages or liabilities (or actions or proceedings in
respect thereof) referred to above in this Section 4.5(d)
shall include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or
defending any such action or claim. No Person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent
misrepresentation.
9
ARTICLE 5.
BOARD REPRESENTATION AND VOTING COVENANTS
SECTION 5.1 Trust Nominees.
a. So long as the Trust holds an aggregate Beneficial Ownership
interest on a fully diluted basins in KMOC equal to or greater
than 10%, KMOC and BFTC shall exercise all authority under
applicable law to cause any state of directors presented to
the shareholders for election to the KMOC Board to consist of
such nominees that if elected, would result in the KMOC Board
consisting of one director nominated by the Trust (a "Trust
Director").
b. KMOC reserves the right to reject a request for inclusion of
any candidate nominated by the Trust if in the opinion of a
majority of the KMOC Board (excluding any Directors nominated
by the Trust) the appointment of such individual would not be
in the best interest of KMOC. In such event, the Trust will be
promptly notified of such rejection and the Trust shall have
the right to propose another nominee.
SECTION 5.2 Removal of Trust Directors.
a. No Trust Director may be removed without the consent of the
Trust, provided, however, that the Trust agree to immediately
remove a Trust Director for cause as determined in good faith
by unanimous decision of all directors, other than the Trust
Director.
b. If at any time the Trust's aggregate percentage equity
ownership in KMOC decreases below 10% of the outstanding and
issued shares of KMOC on a fully diluted basis, within 10 days
thereafter, the first shall cause the Trust Director to resign
from the KMOC Board. Any vacancy on the KMOC Board created by
the resignation of the Trust Director shall be filled in
accordance with KMOC's Bylaws and Charter.
SECTION 5.3 Replacement of the Trust Director. In the event that a
Trust Director shall cease to serve for reasons other than as a result of
removal pursuant to Section 8.2(b), the Trust shall have the right to nominate a
successor Trust Director; provided, however, that no director removed for cause
shall be re-nominated or reelected. KMOC shall, upon receipt of notice
identifying such nominee, promptly take all action necessary to cause the
appointment of such nominee to the KMOC Board in accordance with KMOC's Bylaws
and Charter.
SECTION 5.4 Voting Shares. During the period commencing from the
date hereof and ending on the later to occur of (i) the sixth anniversary of the
Effective Date or (ii) the date of an initial Public Offering, each Shareholder
agrees to cause all Shares held by it to be present for quorum and other
purposes at all shareholder meetings of KMOC and to vote all Shares held by it
in favor of any director nomination recommended by the KMOC Board for approval
by shareholders of KMOC.
ARTICLE 6.
ADDITIONAL OBLIGATIONS
SECTION 6.1 Additional Obligations. Each Shareholder agrees to be
bound by the obligations set forth in Articles II, IV, V, VI and Section 9.1 of
the Voting and Transfer Agreement, dated as of October 15, 1997, among KMOC,
Khanty Holdings LLC, Brunswick Xxxxxxxxxxx Trust Company LLC and Waldo (the
"Transfer Agreement").
ARTICLE 7.
TERMINATION
SECTION 7.1 Termination. Except with respect to Sections of this
Agreement which shall terminate on an earlier date as expressly provide herein,
this Agreement shall automatically terminate, with respect to each Shareholder,
on the date such Shareholder no longer Beneficially Owns any Shares; provided,
however, that the provisions of Section 4.3 shall survive the termination of
this Agreement with respect to each Shareholder and the Company and provided,
10
further, that as set forth in Section 3.1(a), the Trust shall be liable for any
breach of this Agreement by a Permitted Transferee even if at such time the
Trust does not hold any Shares.
ARTICLE 8.
DRAG ALONG RIGHTS
SECTION 8.1 Drag Along. During the period commencing on the
Effective Date and ending on the later to occur of (i) the sixth anniversary of
the Effective Date or (ii) the date of an Initial Public Offering, the
Shareholder hereby agrees, if requested by BFTC, to participate on the same
terms as BFTC in a Transfer to a person other than BFTC or any of BFTC's
affiliates (or any person acting on behalf of such parties) (a "Drag Along
Sale") of all of the KMOC Common Stock and rights to acquire KMOC Common Stock
Beneficially Owned by BFTC and its affiliates to any Person not affiliated with
BFTC (the "Drag Along Purchaser") in the manner and on the terms set forth in
this Article 8; provided, however, that (i) the amount of KMOC Common Stock
being sold by BFTC and Other KMOC Holders (the "Drag Along Sellers") in the Drag
Along Sale must aggregate, on a fully diluted basis, more than 50% of the
outstanding KMOC Common Stock on a fully diluted basis in order to make a
request to cause a Drag Along Sale pursuant to this Article 8 and (ii) the sale
price, if the Drag Along Sale takes place prior to an Initial Public Offering,
is equal to at least US$ 700 per share of KMOC Common Stock.
SECTION 8.2. Procedure. If BFTC elects to exercise its rights under
this Article VIII, a notice (the "Drag Along Notice") shall be furnished by BFTC
to the Shareholders. The Drag Along Notice shall set forth the principal terms
of the Drag Along Sale, the purchase price, the closing date and the name and
address of the Drag Along Purchaser. If the Drag Along Sellers consummate the
sale referred to in the Drag Along Notice, the Shareholders shall be bound and
obligated to sell all of the shares of KMOC Common Stock and rights to acquire
KMOC Common Stock held by it and its affiliates in the Drag Along Sale on the
same terms and conditions. If at the end of the 90th day following the date of
the effectiveness of the Drag Along Notice, the Drag Along Sellers have not
completed the Drag Along Sale, the Shareholders shall be released from their
obligations under the Drag Along Notice, the Drag Along Notice shall be null and
void, and it shall be necessary for a separate Drag Along Notice to have been
furnished and the terms and provisions of this Article 8 separately complied
with, in order to consummate such Drag Along Sale pursuant to this Article 8,
unless the failure to complete such sale resulted from any failure by the
Shareholders to comply in any material respect with the terms of this Article 8.
ARTICLE IX.
TAG ALONG RIGHTS
SECTION 9.1 Tag Along Offer. If at any time prior to the Initial
Public Offering, BFTC or the Shareholders and/or any of their respective
affiliates (collectively, the "Selling Holder") desires to sell any KMOC Common
Stock (i) representing more than 5% (Five Percent) of the outstanding shares of
KMOC Common Stock to any one person in a single transaction or in a series of
related transactions or (ii) representing more than 7.5% (Seven and One Half
Percent) of the shares of KMOC Common Stock outstanding on a cumulative basis of
all sales of KMOC Common Stock made by such Selling Holder subsequent to the
Effective Date (but excluding sales which are subject to the preceding clause
(i) above), then prior to the consummation of such sale (a "Sale"), the Selling
Holder shall provide written notice (the "Tag Along Notice") of the proposed
Sale to BFTC or the Shareholders, as the case may be (the "Tag Along Offerees")
at least 45 days prior to the proposed date of the Sale. The Tag Along Notice
shall include:
a The principal terms of the proposed Sale, including the number
of shares of KMOC Common Stock to be purchased from the
Selling Holder, the percentage such shares represent of the
total number of shares of KMOC Common Stock Beneficially Owned
(on a fully diluted basis) by the Selling Holder (the "Sale
Percentage"), the purchase price and the name and address of
the proposed purchaser (the "Tag Along Purchaser"); and
b. An offer by the Selling Holder to include, at the option of
each Tag Along Offeree, in the Sale to the Tag Along Purchaser
such number of shares of KMOC Common Stock (not in any event
to exceed the Sale Percentage of the total number of shares of
KMOC Common Stock Beneficially Owned, on a fully diluted
basis, by such Tag Along Offeree) owned by each Tag Along
Offeree, on the same terms and conditions, with respect to
each share sold, as the Selling Holder shall sell such of its
shares. In addition, the exercise by the Shareholders of tag
along rights hereunder in respect of a proposed Sale by BFTC
shall be subordinate to the rights of holders of tag along
rights granted by BFTC prior to the Effective Date and
accordingly, the total number of shares of KMOC Common
11
Stock permitted to be sold by the Shareholders in any Sale by
BFTC hereunder shall be calculated following the exercise of
any tag along rights by such parties, but prior to the
proposed Sale by BFTC.
SECTION 9.2. Exercise. Each Tag Along Offeree desiring to accept the
offer contained in the Tag Along Notice shall send a written commitment to the
Selling Holder specifying the number of shares of KMOC Common Stock (not in any
event to exceed the Sale Percentage of the total number of shares of Common
Stock Beneficially Owned, on a fully diluted basis, by such Tag Along Offeree)
which such Tag Along Offeree desires to have included in the Sale within thirty
(30) days after the effectiveness of the Tag Along Notice (each a "Participating
Seller"). Each Tag Along Offeree who has not so accepted such offer shall be
deemed to have waived all of its rights with respect to the Sale, and the
Selling Holder and the Participating Sellers shall thereafter be free to sell to
the Tag Along Purchaser, at a price no greater than the purchase price set forth
in the Tag Along Notice and otherwise on terms not more favorable in any
material respect to them than those set forth in the Tag Along Notice, without
any further obligation to such non-accepting Tag Along Offerees. If, prior to
consummation, the terms of such proposed Sale shall change with the result that
the price shall be greater than the maximum price set forth in the Tag Along
Notice or the other terms of such Sale shall be more favorable to a Selling
Holder in any material respect than as set forth in the Tag Along Notice, it
shall be necessary for a separate Tag Along Notice to have been furnished, and
the terms and provisions of this Article 9 separately complied with, in order to
consummate such proposed Sale pursuant to this Article V; provided, however,
that in the case of such a separate Tag Along Notice, the applicable period
referred to in Section 9.1 shall be 20 days and the applicable period mentioned
to above in this Section 9.2 shall be 15 days.
The acceptance of each Participating Seller shall be irrevocable
except as hereinafter provided, and each such Participating Seller shall be
bound and obligated to sell in the Sale the number of shares which it specified
in its written commitment, on the same terms and conditions specified in the Tag
Along Notice. In the event the Selling Holder shall be unable to obtain the
inclusion in the Sale of all shares of KMOC Common Stock which the Selling
Holder and each Participating Seller desire to have included in the Sale (as
evidenced in the case of the Selling Holder by the Tag Along Notice and in the
case of each Participating Seller, by its written commitment), the number of
shares to be sold in the Sale by the Selling Holder and each Participating
Seller shall be reduced on a pro rata basis according to the proportion which
the number of shares which each such seller desires to have included in the Sale
bears to the total number of shares desired by all such sellers to have included
in the Sale.
If at the end of the ninetieth (90th) day following the date of the
effectiveness of the Tag Along Notice, the Selling Holder has not completed the
Sale as provided in the foregoing provisions of this Article 9, each
Participating Seller shall be released from its obligations under its written
commitment, the Tag Along Notice shall be null and void, and it shall be
necessary for a separate Tag Along Notice to have been furnished, and the terms
and provisions of this Article 9 separately complied with, in order to
consummate such Sale pursuant to this Article 9, unless the failure to complete
such Sale resulted from any failure by any Tag Along Offeree to comply in any
material respect with the terms of this Article 9.
ARTICLE 10.
MISCELLANEOUS
SECTION 10.1 Effectiveness. This Agreement shall be effective as of
the Effective Date.
SECTION 10.2 Notices. All notices, requests and other communications
hereunder shall be in writing and shall be delivered by hand, by nationally
recognized courier service, by facsimile transmission, receipt confirmed or
certified mail (postage prepaid, return receipt requested, if available):
If to KMOC, to:
Khanty Mansiysk Oil Corporation
000 X. 00xx Xx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxx X. Xxxxxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
12
If to the Trust or any other Shareholder, to:
The Bogatchev Family 2000 Trusts
C/o KMOC
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Trustee
Fax: +(1) (000) 000 0000
With a copy to:
Xxxxxxxx Xxxxxxx, Esq.
Xxxxxxx & Co, Solicitors
0 Xxxx Xxxxxx
Xxxxxx, X0X 0XX
Xxxxxx Xxxxxxx
Fax: +(44) (000) 000 0000
Each such notice, request or communication shall be effective (A) if delivered
by hand or by nationally recognized courier service, when delivered at the
address specified in this Section 10.2 (or in accordance with the latest
unrevoked written direction from such party), (B) if given by fax, when such fax
is transmitted to the fax number specified in this Section 10.2 (or in
accordance with the latest unrevoked written direction from such party), and the
appropriate confirmation is received or (C) if by certified mail, upon mailing.
SECTION 10.3 Interpretation. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Whenever the words "included,"
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation."
SECTION 10.4 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
parties shall negotiate in good faith with a view to the substitution therefor
of a suitable and equitable solution in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid provision;
provided, however, that the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be in any way impaired thereby, it being intended that all of
the rights and privileges of the parties hereto shall be enforceable to the
fullest extent permitted by law.
SECTION 10.5 Counterparts. This Agreement may be executed in two
counterparts, each of which shall be deemed an original and all of which shall,
taken together, be considered one and the same agreement, it being understood
that both parties need not sign the same counterpart.
SECTION 10.6 Entire Agreement; No Third Party Beneficiaries. This
Agreement (a) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and (b) is not intended to confer upon any
Person, other than the parties hereto, any rights or remedies hereunder.
SECTION 10.7 Further Assurances. Each party shall execute, deliver,
acknowledge and file such other documents and take such further actions as may
be reasonably requested from time to time by the other party hereto to give
effect to and carry out the transactions contemplated herein.
SECTION 10.8 Governing Law; Equitable Remedies. This Agreement shall
be governed by and construed in accordance with the laws of the State of
Delaware, regardless of the laws that might otherwise govern under applicable
principles of conflicts of law. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties hereto shall be entitled to equitable
relief, including in the form of injunctions, in order to enforce specifically
the provisions of this Agreement, in addition to any other remedy to which they
are entitled at law or in equity.
13
SECTION 10.9 Amendments; Waivers.
a. No provision of this Agreement may be amended or waived unless
such amendment or waiver is in writing and signed, in the case
of an amendment, by the parties hereto, or in the case of a
waiver, by the party against whom the waiver is to be
effective.
b. No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as waiver thereof
nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights
or remedies provided by law.
SECTION 10.10 Assignment. Neither this Agreement nor any of the
rights or obligations hereunder shall be assigned by either of the parties
hereto without the prior written consent of the other party, except (a) in
connection with a Transfer pursuant to and in accordance with, Article 3 hereof,
and (b) that either party may assign all its rights and obligations to the
assignee of all or substantially all of the assets of such party including an
acquisition through merger, provided that such party shall in no event be
released from its obligations hereunder without the prior written consent of the
other party. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns. Any attempted assignment in contravention
hereof shall be null and void.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered, all as of the date first set forth above.
KHANTY MANSIYSK OIL CORPORATION
By: /s/ S. Xxxx Xxxxx
---------------------------------
Name: S. Xxxx Xxxxx
Title: General Counsel
BRUNSWICK XXXXXXXXXXX TRUST COMPANY LLC
By: /s/ [ILLEGIBLE]
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
THE BOGATCHEV FAMILY 2000 TRUSTS
s
By: /s/ Xxxx Xxxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Trustee
14
