AMENDMENT TO THE SHARE EXCHANGE AGREEMENT
Exhibit
10.7
AMENDMENT
TO THE
This
Amendment to the SHARE
EXCHANGE AGREEMENT
(the
“Agreement”),
dated
August 31, 2007 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 (“Xx.
Xxxxxx”)
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 entered into the Share Exchange Agreement dated as of August
31,
2007.
WHEREAS,
the
Agreement misidentified the Gorstovoe Holder, as being Xx. Xxxxxx, while, in
fact, it is the Closed Joint Stock Company Zao Ariust;
WHEREAS,
the
Parties desire to amend certain of the terms of the Agreement.
Now,
therefore, the Share Exchange Agreement is amended as follows:
A.
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The
preamble to the Share Exchange 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”),
the
Closed Joint Stock Company ZAO
ARIUST
(“Ariust”)
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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The
110,000,000 shares of the Company’s common stock (the “Shares”)
delivered to Xx. Xxxxxx in his name, should have been delivered in
the
name of Ariust.
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D.
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The
Parties agree to use their best efforts to transfer the Shares to
Ariust
or cause the Shares to be cancelled and redelivered to Ariust in
the name
of Ariust.
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E.
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This
Amendment shall become effective as of the last date stated
below.
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F.
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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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G.
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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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RUSSOIL
CORPORATION
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By:
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/s/
Xxxxxx Xxxxx
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Name:
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Xxxxxx
Xxxxx
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Title:
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Chief
Executive Officer
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Dated
December 12, 2007
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2
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OJSE
SMOLENERGY
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By:
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/s/
Xxxxxx Xxxxx
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Name:
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Xxxxxx
Xxxxx
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Title:
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Deputy
of the General Director
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Dated:
December 12, 2007
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