AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT
AMENDMENT
NO. 1 TO THE
This
Amendment No. 1 to the SHARE
EXCHANGE AGREEMENT
(the
“Agreement”),
dated
of even date herewith by and among OJSE
SMOLENERGY,
a
corporation formed under the laws of the Russian Federation (the
“Company”),
Xxxxxx Xxxxxx, a citizen of the Russian Federation, (“Gorstovoe
Holder”) and RUSSOIL
CORPORATION,
a
Nevada corporation (“Russoil”),
filing reports pursuant to the Securities Exchange Act of 1934, as amended
(the
“Exchange
Act”)
and the
stockholders of the Company signatory hereto (the “Stockholders”).
Each
of the parties to this Agreement is individually referred to herein as a
“Party”
and
collectively, as the “Parties.”
BACKGROUND
WHEREAS,
the
above Parties have entered into the Share Exchange Agreement.
WHEREAS,
the
Agreement misidentified the Gorstovoe Holder in two respects;
WHEREAS,
the
Parties desire to amend certain of the terms of the Agreement.
Now,
therefore, the Agreement is amended as follows:
A.
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The
preamble to the Agreement is amended to read as
follow:
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This
SHARE
EXCHANGE AGREEMENT (the
“Agreement”),
dated
as of August 31, 2007, is by and among OJSE
SMOLENERGY,
a
corporation formed under the laws of the Russian Federation (the “Company”),
Xxxxxx Xxxxxx, a citizen of the Russian Federation (“V.
Ekimov”),
and
the Closed Joint Stock Company ZAO Ariust (“ARIUST”)
(collectively, V. Ekimov and Ariust are hereinafter referred to as the
“Gorstovoe
Holder”)
and
RUSSOIL
CORPORATION, a
Nevada
corporation (“Russoil”),
filing reports pursuant to the Securities Exchange Act of 1934, as amended
(the
Exchange
Act”)
and
the stockholders of the Company signatory hereto (the “Stockholders”).
Each
of the parties to this Agreement is individually referred to herein as a
“Party”
and
collectively, as the “Parties”.
B.
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Ariust
shall become a party to the
Agreement.
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C.
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This
Amendment shall become effective as of the date first above
written.
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D.
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This
Amendment shall be binding upon and inure to the benefit of the Parties
hereto and their respective heirs, successors and
assigns.
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E.
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On
and after the date, execution and delivery hereof, (i) this Amendment
shall be part of the Agreement; (ii) each reference in the Agreement
to
“this Agreement”, “hereof”, “hereunder” or words of like import, and each
reference in any other document to the Agreement shall mean and be
a
reference to the Agreement as amended or modified
hereby.
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F. |
Counterparts;
Facsimile Execution.
This Amendment may be executed in
one or more counterparts, all of which shall be considered one and
the
same agreement and shall become effective when one or more counterparts
have been signed by each of the Parties and delivered to the other
Parties. Facsimile execution and delivery of this Agreement is legal,
valid and binding for all
purposes.
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G. |
Governing
Law.
This Amendment shall be governed by, and construed in accordance
with, the
laws of the State of New York, regardless of the laws that might
otherwise
govern under applicable principles of conflicts of laws thereof,
except to
the extent the laws of Nevada are mandatorily applicable to the
Transactions.
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The
Parties hereto have executed and delivered this Share Exchange Agreement as
of
the date first above written.
RUSSOIL
CORPORATION
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By: |
/s/
Xxxxxxxxx Xxxxxxxxxx
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Name: Xxxxxxxxx
Xxxxxxxxxx
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Title: President |
OJSE
SMOLENERGY
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By: |
/s/
Xxxxxx Xxxxx
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Name: Xxxxxx
Xxxxx
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Title: Deputy of the General Director |
2
THE
STOCKHOLDERS:
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/s/
Xxxxx Kamennoy
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Xxxxx
Kamennoy
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Number
of shares the Company owned: 500
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/s/
Xxxxxx
Xxxxx
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Xxxxxx
Xxxxx
Number
of shares the Company owned:
2,500
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/s/
Xxxxxx
Xxxxxxx
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Xxxxxx
Xxxxxxx
Number
of shares the Company owned: 7,000
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THE
GORSTOVOE
HOLDER
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/s/
Xxxxxx
Xxxxxx
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Xxxxxx
Xxxxxx
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ZAO
ARIUST
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By: |
/s/
Xxxxxx Xxxxxx
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Xxxxxx
Xxxxxx
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Title: |
3