Form of Endorsement. Notwithstanding any other provision of this policy, the following endorsement will take effect immediately:
Form of Endorsement. [date] The undersigned, a transferee of Preferred Shares of VimpelCom Ltd. (such shares, the “Transferred Shares” and such company, the “Company”), hereby agrees to the terms and conditions of the Option Agreement dated as of February 15, 2012 (the “Option Agreement,” with terms defined in the Option Agreement used herein as therein defined) between Weather Investments II S.à x.x. (“Weather”) and Telenor East Holding II AS (“Telenor”), and (a) agrees to be fully bound by the terms and conditions of the Option Agreement with respect to the Tranferred Shares as if the undersigned were an original signatory thereto, (b) makes as of the date hereof for the benefit of each of the other Parties to the Option Agreement, each of the representations and warranties set forth below and (c) agrees to deliver to each other Party to the Option Agreement within two (2) Business Days after the Transfer a copy of this Endorsement. When executed and delivered, this Endorsement shall form a part of the Option Agreement. The undersigned hereby represents and warrants as of the date hereof that:
Form of Endorsement. [date] The undersigned, a transferee of Shares of Golden Telecom, Inc. (the "COMPANY"), hereby agrees to the terms and conditions of [Section 3.5 (Tender Offers) of] the Shareholders Agreement dated as of August 19, 2003 (the "SHAREHOLDERS AGREEMENT", with terms defined in the Shareholders Agreement used herein as therein defined) between and among the Company, Alfa Telecom Limited, Xxx Telenor East Invest AS, OAO Rostelecom, Capital International Global Emerging Markets Private Equity Fund, L.P., Cavendish Nominees Limited and First NIS Regional Fund SICAV, and [(a)] agrees to be fully bound by the terms and conditions of [Section 3.5 (Tender Offers) of] the Shareholders Agreement as if the undersigned were an original signatory thereto[.][, (b) makes as of the date hereof for the benefit of each of the other Parties to the Shareholders Agreement, each of the representations and warranties set forth in Section 2.1 of the Shareholders Agreement, (c) represents that it owns the beneficial interest in the Shares specified below and (d) agrees to deliver to each other Party to the Shareholders Agreement, as soon as practicable (and in any event not later than seven (7) days after the date hereof), an original copy of this Endorsement.] [Name of Transferee] By____________________________ Name: Title: Type and Number of Shares: [________ shares of ____________ stock]
Form of Endorsement. The holder of the shares represented by this certificate has granted an irrevocable proxy to vote the shares to The Peninsula Fund V Limited Partnership, a Delaware limited partnership, pursuant to the terms and conditions of a certain Pledge and Security Agreement and Irrevocable Proxy dated March 18, 2013, a true copy of which is on file with the Secretary of the Corporation. DETROIT 40396-17 1000000x0
