SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • February 27th, 2007 • Golden Telecom Inc • Radiotelephone communications • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement” or this “Shareholders’ Agreement”) is entered into as of February 22 , 2007 and shall become effective (the “Effective Date”) on the Closing Date, as defined below, by and among
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 27th, 2007 • Golden Telecom Inc • Radiotelephone communications • New York
THIS STOCK PURCHASE AGREEMENT, dated as of February 22, 2007 (the “Execution Date”), is made by and among EDN Sovintel LLC, a limited liability company duly organized and validly existing under the laws of the Russian Federation (“Buyer”), Golden Telecom, Inc., a corporation duly registered and validly existing under the laws of the State of Delaware (“Parent”), Inure Enterprises Ltd., a corporation duly organized and validly existing under the laws of the Republic of Cyprus (“Seller 1”), and Rambert Management Limited, a company duly organized and validly existing under the laws of the British Virgin Islands (“Seller 2” and collectively with Seller 1, “Sellers”) (Buyer, Parent, and Sellers are referred to collectively as the “Parties” and each individually as a “Party”).
GUARANTYGuaranty • February 27th, 2007 • Golden Telecom Inc • Radiotelephone communications • New York
WHEREAS, Inure Enterprises Ltd., a corporation duly organized and validly existing under the laws of the Republic of Cyprus (“Seller 1”) which is controlled by the Guarantors and EDN Sovintel LLC, a limited liability company duly organized and validly existing under the laws of the Russian Federation (“Buyer”), Golden Telecom, Inc., a corporation duly registered and validly existing under the laws of the State of Delaware (“Parent”), and Rambert Management Limited, a company duly organized and validly existing under the laws of the British Virgin Islands (“Seller 2”) (collectively with Seller 1, the “Sellers”) have entered into a stock purchase agreement, dated on or about the date hereof (the “Stock Purchase Agreement”), pursuant to which the Buyer has agreed to purchase from the Sellers 51 shares issued by ZAO Cortec, a company organized and existing under the laws of the Russian Federation (the “Company”), on the terms and conditions set forth therein;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2007 • Golden Telecom Inc • Radiotelephone communications • New York
