0000895345-01-500172 Sample Contracts

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AGREEMENT May 18, 2001
Agreement • May 22nd, 2001 • Cavendish Nominees LTD • Radiotelephone communications

Cavendish Nominees Limited ("Cavendish"), Baring Vostok Private Equity Fund LP1 ("BVPE 1"), Baring Vostok Private Equity Fund LP2 ("BVPE 2"), Baring Vostok Private Equity Fund LP3 ("BVPE 3"), NIS Restructuring Facility LP ("NIS Restructuring"), Baring Vostok Fund (GP) LP ("BVF") and Baring Vostok Fund Managers Limited ("BVF Managers") hereby agree, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Act"), to file a joint statement on Schedule 13D under the Act in connection with their beneficial ownership of Common Stock, par value $0.01 per share, of Golden Telecom, Inc. This Agreement applies to such Schedule 13D and any subsequent amendments thereto, and shall be included as an Exhibit to such Schedule 13D and each such amendment.

AGREEMENT ---------
Registration Rights Agreement • May 22nd, 2001 • Cavendish Nominees LTD • Radiotelephone communications • New York
RECITALS
Assignment and Amendment Agreement • May 22nd, 2001 • Cavendish Nominees LTD • Radiotelephone communications • New York
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