EX-10.2






REGISTRATION RIGHTS AGREEMENT




Dated as of February 22, 2007




by and between




Golden Telecom, Inc.




and




Inure Enterprises Ltd.




1




TABLE OF CONTENTS




1. DEFINITIONS AND INTERPRETATION



1.1 Definitions


1.2 Interpretation



2. SECURITIES SUBJECT TO THIS AGREEMENT



3. DEMAND REGISTRATION



	 	 	 
	3.1

3.2

3.3

3.4

3.5

3.6

3.7

	 	Demand Requests

Certain Company Obligations

Effective Registration Statement

Number of, and Limitations on, Registrations

Expenses

No Underwritten Offerings, No 10b5-1 Trading Plans

Circumstances and Effect of Withdrawal of Demand Registration






4. REGISTRATION PROCEDURES



5. EXPENSES



6. INDEMNIFICATION



	 	 	 
	6.1

6.2

6.3

6.4

	 	Indemnification by the Company

Indemnification by Inure

Conduct of Indemnification Proceedings

Contribution






7. NO TRANSFER OF REGISTRATION RIGHTS



8. NO INCONSISTENT AGREEMENTS



9. TERM AND TERMINATION



10. MISCELLANEOUS



	 	 	 
	10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

	 	Specific Performance

Waivers; Remedies

Amendments

No Assignment; Binding Effect; No Third Party Beneficiaries

Severability

Further Assurances

Entire Agreement

Notices

Governing Law

Arbitration

Counterparts; Language






2




REGISTRATION RIGHTS AGREEMENT dated as of February 22, 2007 (this “Agreement”) between
and among Golden Telecom, Inc., a corporation organized under the laws of the State of Delaware,
United States of America (the “Company”) and Inure Enterprises Ltd., a corporation under the laws
of the Republic of Cyprus (“Inure”).



WITNESSETH




WHEREAS, Inure has agreed to sell to the Company, and the Company has agreed to purchase from
Inure, shares of capital stock of ZAO Cortec pursuant to the Stock Purchase Agreement dated as of
February 22, 2007 by and among EDN Sovintel LLC, the Company, Inure and Rambert Management Limited
(the “Purchase Agreement”); and



WHEREAS, it is a condition precedent to the obligations of the parties under the Purchase
Agreement that the Company and Inure enter into this Agreement.



NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:



1. DEFINITIONS AND INTERPRETATION



1.1 Definitions



As used in this Agreement, the following terms shall have the following meanings:



"Advice” has the meaning specified in the last paragraph of Section 4.



"Agents” means any Person authorized to act and who acts on behalf of Inure with respect to
the transactions contemplated by this Agreement.



"Agreement” has the meaning specified in the preamble hereto.



"Business Day” means a day upon which banks are generally open for business in each of the
Russian Federation and the United States of America.



"Common Stock” means shares of the Company’s common stock, par value $.01 per share, as the
same may be constituted from time to time.



"Company” has the meaning specified in the preamble hereto.



"Demand Registration” has the meaning specified in Section 3.1.



"Demand Request” has the meaning specified in Section 3.1.



"Effective Date” means the date on which the Closing under (and as defined in) the Purchase
Agreement has occurred.



"Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.



"Existing Registration Rights Agreement” means the Registration Rights Agreement, dated as of
August 19, 2003 between and among Golden Telecom, Inc., Alfa Telecom Limited, Nye 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.



"Parties” means the Company and Inure.



"Person” means any natural person, corporation, partnership, limited liability company,
proprietorship, other business organization, trust, union, association or Governmental or
Regulatory Authority, whether incorporated or unincorporated.



"Principal Agreements” means this Agreement, the Purchase Agreement and the Shareholders’
Agreement.



"Prospectus” means the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Registration Statement and all other amendments and
supplements to the Prospectus, including post-effective amendments and all material incorporated by
reference in such Prospectus.



"Purchase Agreement” has the meaning specified in the first recital hereto.



"Registrable Securities” means (a) the shares of Common Stock to be acquired by Inure pursuant
to the Purchase Agreement, and (b) any securities issued or issuable with respect to any such
shares of Common Stock by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other reorganization,
provided, however, that Registrable Securities shall not include any such
securities as may be transferred pursuant to an exemption from the registration requirements
provided by Rule 144 under the Securities Act.



"Registration Expenses” has the meaning specified in Section 5.



"Registration Statement” means any registration statement of the Company which covers
Registrable Securities pursuant to the provisions of this Agreement, including (a) the Prospectus,
(b) any amendments and supplements to such Registration Statement, (c) any post-effective
amendments, (d) all exhibits and all material incorporated by reference in such Registration
Statement and (e) any registration statement pursuant to a Demand Registration.



"Requesting Shareholder” has the meaning specified in Section 3.1.



"Securities Act” means the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



"Shareholders’ Agreement” has the meaning set forth in the Purchase Agreement.



"SEC” means the United States Securities and Exchange Commission.



"Underwritten Offering” means the offering and sale of securities covered by any registration
statement pursuant to a firm commitment underwriting to an underwriter at a fixed price for
reoffering or pursuant to agency or best efforts arrangement with an underwriter.



1.2 Interpretation



Unless the context of this Agreement otherwise requires, the following rules of interpretation
shall apply to this Agreement:



(a) the singular shall include the plural, and the plural shall include the singular;



(b) words of any gender shall include the other gender;



(c) the words “hereof”, “herein”, “hereby”, “hereto” and similar words refer to this entire
Agreement and not to any particular Section or any other subdivision of this Agreement;



(d) a reference to any “Article” or “Section” is a reference to a specific Article or Section
of this Agreement;



(e) a reference to any law, statute, regulation, notification or statutory provision shall
include any amendment, modification or re-enactment thereof, any regulations promulgated thereunder
from time to time, and any interpretations thereof from time to time by any regulatory or
administrative authority;



(f) a reference to any agreement, instrument, contract or other document shall include any
amendment, amendment and restatement, supplement or other modification thereto; and



(g) a reference to any Person shall include such Person’s successors and permitted assigns
under any agreement, instrument, contract or other document.



2. SECURITIES SUBJECT TO THIS AGREEMENT



The securities entitled to the benefits of this Agreement are the Registrable Securities but,
with respect to any particular Registrable Security, only until (a) it has been effectively
registered under the Securities Act and disposed of in accordance with the Registration Statement
covering it, (b) it has been distributed pursuant to Rules 144 or 144A under the Securities Act (or
any similar provision then in force) or (c) it has otherwise been transferred and a new certificate
or other evidence of ownership thereof not bearing a legend restricting transfer under the
Securities Act and not subject to any stop transfer order has been delivered by or on behalf of the
Company.



3. DEMAND REGISTRATION



3.1 Demand Requests



Inure shall have the right to request (in this capacity, a “Requesting Shareholder”) in
writing that the Company effect a registration under the Securities Act with respect to all or part
of the Registrable Securities held by the Requesting Shareholder (a “Demand Registration”). The
Requesting Shareholder shall deliver to the Company in accordance with Section 10.8 a written
request for a Demand Registration (a “Demand Request”) specifying the number of Registrable
Securities to be registered, the intended method of distribution and other relevant facts.



3.2 Certain Company Obligations



Following delivery of a Demand Request, and subject to the conditions of Articles  3 and 4,
the Company shall:



(a) give prompt written notice of such Demand Request to any Person it is required to Notify
in accordance with any other registration rights agreement to which the Company is a party to; and



(b) use all reasonable efforts to effect such registration as promptly as practicable
(including, without limitation, by filing a Registration Statement (and executing an undertaking to
file any amendments thereto) covering the Registrable Securities so requested to be registered and
complying with applicable regulations issued under the Securities Act and any other governmental
requirements or regulations) or as may be so requested.



3.3 Effective Registration Statement



Subject to Section 3.7, a Demand Registration shall not be deemed to have been effected unless
a Registration Statement with respect thereto has become effective and remained effective in
compliance with the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such Registration Statement for the period of time required
pursuant to Section 4(c).



3.4 Number of, and Limitations on, Registrations



Inure shall be entitled to request 2 (two) Demand Registrations. The Company shall not be
obligated to register any Registrable Securities pursuant to any Demand Registration unless there
is requested to be included in such registration by the Requesting Shareholder at least 1,000,000
shares of Common Stock (subject to such adjustments as may be necessary by reason of the occurrence
of an event contemplated by clause (b) of the definition of Registrable Securities).



3.5 Expenses



All Registration Expenses, whether or not the Registration Statement has become effective
shall be paid or borne by (1) the Company in respect of the first Demand Registration; and (2)
Inure in respect of the second Demand Registration.



3.6 No Underwritten Offerings, No 10b5-1 Trading Plans



The Company has no obligation to file any Registration Statement for an offering of shares of
Common Stock that will be offered in an Underwritten Offering. No Registration Statement filed
pursuant to this Agreement be used in connection with a Rule 10b5-1 trading plan.



3.7 Circumstances and Effect of Withdrawal of Demand Registration



Upon the request of the Requesting Shareholder or if the Requesting Shareholder withdraws
Registrable Securities from the Demand Registration such that the number of Registrable Securities
to be included in such Demand Registration fails to meet the threshold specified in Section 3.4,
the Company shall have the right to cease proceeding with a Demand Registration requested by the
Requesting Shareholder and such withdrawn Demand Registration shall count as a Demand Registration
for purposes of Section 3.4.



4. REGISTRATION PROCEDURES



Whenever the Requesting Shareholder has delivered a Demand Request, the Company shall promptly
take all such actions as may be necessary or desirable to permit the sale of such Registrable
Securities, and pursuant thereto the Company shall as expeditiously as possible:



(a) use its reasonable best efforts to prepare and file with the SEC




(i) not later than forty five (45) days after receipt of the first Demand Request,
provided that




(1) if the first Demand Request is received at any time prior to May 10,
2007, such 45 day period shall start to run on May 10, 2007; and




(2) the Company shall not be required to file a Registration Statement
until all settlements under Section 2.6 of the Stock Purchase Agreement shall
have been completed;




(ii) not later than ninety (90) days after receipt of the second Demand Request,



(which time periods period may be extended by the Company for up to an additional sixty (60) days
if at the time of such request the Company is engaged in negotiations in anticipation of its
participation in a material merger, acquisition or other form of business combination or, if by
reason of such transaction, the Company is not in a position to timely prepare and file the
Registration Statement and the Company furnishes to Inure a certificate signed by the president or
a vice president of the Company stating that in the good faith opinion of the board of directors of
the Company such registration would interfere with such transaction then being pursued by the
Company) a Registration Statement on a form for which the Company then qualifies selected by the
Company and which form shall be available for the sale of the Registrable Securities in accordance
with the intended method or methods of distribution thereof, and use its reasonable best efforts to
cause such Registration Statement to become effective; the Company shall not file any Registration
Statement pursuant to Article 3 or any amendment thereto or any Prospectus or any supplement
thereto (including such documents incorporated by reference) to which Inure shall reasonably object
in light of the requirements of the Securities Act or any other applicable laws or regulations;



(b) before filing a Registration Statement or Prospectus or any amendments or supplements
thereto (excluding documents to be incorporated by reference therein, except in the case of the
preparation of the initial Registration Statement), the Company shall, at least five (5) days
before filing, furnish to Inure copies of all such documents in substantially the form proposed to
be filed to enable Inure to review such documents prior to the filing thereof, and the Company
shall make such reasonable changes thereto (including changes to, or the filing of amendments
reflecting such changes to, documents incorporated by reference) as may be reasonably requested by
Inure;



(c) subject to paragraph (b) above, prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement as may be necessary to keep the
Registration Statement continuously effective for a period of not less than ninety (90) days; cause
the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended methods of disposition by
Inure set forth in such Registration Statement or supplement to the Prospectus;



(d) notify Inure (i) when the Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to the Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by the SEC for amendments or
supplements to the Registration Statement or the Prospectus or for additional information, (iii) of
the issuance by the SEC of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company
of any notification with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose and (v) of the occurrence of any event which makes any statement made in the Registration
Statement, the Prospectus or any document incorporated therein by reference untrue or which
requires the making of any changes in the Registration Statement, the Prospectus or any document
incorporated therein by reference in order to make the statements therein not misleading;



(e) make every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of the Registration Statement at the earliest possible moment;



(f) deliver to Inure as many copies of the Prospectus and any amendment or supplement thereto
as Inure may reasonably request;



(g) prior to the date on which the Registration Statement is declared effective, use its
reasonable best efforts to register or qualify, or cooperate with Inure and its counsel in
connection with the registration or qualification of, such Registrable Securities for offer and
sale under the securities or blue sky laws of such jurisdictions as Inure reasonably requests in
writing and do any and all other acts or things necessary or advisable to enable the disposition in
such jurisdictions of the Registrable Securities covered by the Registration Statement; provided
that the Company will not be required to qualify generally to do business in any jurisdiction where
it is not then so qualified or to take any action which would subject it to general service of
process or taxes in any such jurisdiction where it is not then so subject; provided, further, that
the Company will not be required to qualify such Registrable Securities in any jurisdiction in
which the securities regulatory authority requires that Inure submit any shares of its Registrable
Securities to the terms, provisions and restrictions of any escrow, lock-up or similar agreement(s)
for consent to sell Registrable Securities in such jurisdiction unless Inure agrees to do so;



(h) cooperate with Inure to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive legends;



(i) use its reasonable best efforts to cause the Registrable Securities covered by the
Registration Statement to be registered with or approved by such other governmental agencies or
authorities within the United States as may be necessary to enable the seller or sellers thereof to
consummate the disposition of such Registrable Securities;



(j) upon the occurrence of any event contemplated by paragraph (d)(i) above, prepare a
supplement or post-effective Amendment to the Registration Statement or the Prospectus or any
document incorporated therein by reference or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein not misleading;



(k) use its reasonable best efforts to cause all Registrable Securities covered by the
Registration Statement to be listed on the Nasdaq Stock Market and each other exchange on which
similar securities issued by the Company are then listed if requested by Inure;



(l) provide a transfer agent and registrar for all Registrable Securities; and



(m) take such other reasonable steps that are necessary or advisable to permit the sale of
such Registrable Securities.



The Company may require Inure to furnish to the Company such information and documents
regarding Inure and the distribution of the Registrable Securities as the Company may from time to
time reasonably request in writing.



Inure agrees that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 4(d)(v) hereof, Inure will forthwith discontinue disposition of
Registrable Securities until Inure’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 4(j), or until it is advised in writing (the “Advice”) by the
Company that the use of the Prospectus may be resumed, and has received copies of any additional or
supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by
the Company, Inure will deliver to the Company (at the Inure’s expense) all copies, other than
permanent file copies then in Inure’s possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice. If the Company shall give such notice,
the time periods mentioned in Section 4(c) hereof shall be extended by the number of days during
the period from and including the date of the giving of such notice pursuant to Section 4(d)(v) to
and including the date when Inure shall have received the copies of the supplemented or amended
prospectus contemplated by Section 4(j) or the Advice.



5. EXPENSES



Except as otherwise provided herein, all expenses incident to the Company’s performance of or
compliance with this Agreement including without limitation all registration and filing fees,
including with respect to filings required to be made with the National Association of Securities
Dealers, fees and expenses of compliance with securities or blue sky laws (including reasonable
fees and disbursements of counsel in connection with blue sky qualifications of the Registrable
Securities and determination of their eligibility for investment under the laws of such
jurisdictions as holders of a majority of the Registrable Securities being sold may designate),
printing expenses, messenger, telephone and delivery expenses, and fees and disbursements of
counsel for the Company, and of all independent certified public accountants (including the
expenses of any special audit and “comfort” letters required by or incident to such performance),
the fees and expenses incurred in connection with the listing of the securities to be registered on
each securities exchange on which similar securities issued by the Company are then listed, rating
agency fees, securities acts liability insurance if Inure so requires, the reasonable fees and
expenses of any special experts retained by Inure or by the Company at the request of Inure in
connection with such registration and fees and expenses of other Persons retained by Inure (all
such expenses being herein called “Registration Expenses”) in respect of the first Demand
Registration will be paid and borne by the Company and in respect of the second Demand Registration
shall be paid and borne by Inure (on demand). The Company shall, in any event, pay its internal
expenses (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties) and the expense of any annual audit which are not
Registration Expenses for purposes of this Agreement. In no event shall the Company be liable for
the payment of any discounts, commissions or fees of underwriters, selling brokers, dealer managers
or similar industry professionals relating to the distribution of the Registrable Securities.
Inure shall be liable for the cost and expense of the time spent by its officers, employees and
Agents, including Inure’s counsel, in connection with the registration of Registrable Securities
owned by it.



6. INDEMNIFICATION



6.1 Indemnification by the Company



The Company will indemnify and hold harmless, to the full extent permitted by law, Inure, its
officers and directors, Agents and each Person who controls Inure (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities (or actions in respect thereto)
and expenses to which any such Person may be subject, under the Securities Act or otherwise, and
reimburse all such Persons for any legal or other expenses incurred with investigating or defending
against any such losses, claims, damages or liabilities, insofar as such losses, claims, damages or
liabilities arise out of or are based upon any untrue or alleged untrue statement of a material
fact contained in a Registration Statement, Prospectus or preliminary prospectus or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as the same arise out of or are based
upon an untrue statement of a material fact or omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, which statement or omission is
made therein in reliance upon and in conformity with information furnished in writing to the
Company by Inure, expressly for use therein. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of Inure, Inure’s directors and officers, its
Agents or a controlling Person, and shall survive the transfer of such securities by Inure.



6.2 Indemnification by Inure



Inure will indemnify and hold harmless, to the full extent permitted by law, the Company, its
directors and officers and each Person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities (or actions in respect thereto)
and expenses to which any such Person may be subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue or
alleged untrue statement of a material fact contained in a Registration Statement or Prospectus or
preliminary prospectus or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, to the extent, but only if and
to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made
therein in reliance upon and in conformity with the information furnished in writing by Inure
specifically for inclusion therein. In no event shall the liability of Inure hereunder be greater
in amount than the dollar amount of the proceeds received by Inure upon the sale of the Registrable
Securities giving rise to such indemnification obligation. The Company shall be entitled to
receive indemnities from underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution, to the same extent as provided above with
respect to information so furnished in writing by such Persons.



6.3 Conduct of Indemnification Proceedings



Any Person entitled to indemnification hereunder will (a) give prompt notice to the
indemnifying party of any claim with respect to which it seeks indemnification and (b) unless in
such indemnified party’s reasonable judgment a conflict of interest may exist between such
indemnified and indemnifying parties with respect to such claim, permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and
in that case the indemnified party shall have the right to participate in the conduct of such
defense provided that it will pay for the fees of its own counsel. Whether or not such defense is
assumed by the indemnifying party, the indemnifying party will not be subject to any liability for
any settlement made without its consent (but such consent will not be unreasonably withheld). No
indemnifying party will consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or litigation. An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not
be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim, unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the indemnifying party shall be
obligated to pay the fees and expenses of such additional counsel or counsels. The failure to
notify an indemnifying party promptly of the commencement of any such action, if and to the extent
prejudicial to its ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Article 6, but the omission so to notify the
indemnifying party will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Article 6.



6.4 Contribution



(a) To the extent any indemnification by an indemnifying party is prohibited or limited by
law, the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified party in connection with the actions which resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable considerations. The relative fault
of such indemnifying party and indemnified party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue statement of
material fact or omission or alleged omission to state a material fact, has been made, or relates
to information supplied by, such indemnifying party or indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the losses, claims, damages or liabilities
referred to above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding. In any event, the
amount of contribution payable by Inure hereunder shall not exceed the dollar amount of the
proceeds received by Inure upon the sale of the Registrable Securities giving rise to such
contribution obligation.



(b) The Parties agree that it would not be just and equitable if contribution pursuant to this
Section 6.4 were determined by pro rata allocation or by any other method of allocation which does
not take account of the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.



7. NO TRANSFER OF REGISTRATION RIGHTS



The registration rights of Inure under this Agreement with respect to any Registrable
Securities may not be transferred to any Person without the prior written consent of the Company,
which consent may be conditional (except to the extent required by the Amendment to VTB Loan
Agreement or in connection with an initial (but no subsequent) refinancing of a loan documented by
the Amendment VTB Loan Agreement by a reputable financial institution or institutions of the loans
issued by VTB, provided that such exception shall be subject to prior written notice to the
Company and each other Shareholder (as this term is defined in the Shareholders’ Agreement)
containing the identity of the proposed lender and a summary of the principal terms).



8. NO INCONSISTENT AGREEMENTS



The Company shall not enter into any agreement or arrangement of any kind with any Person that
is inconsistent with any of the rights granted to Inure in this Agreement or otherwise conflicts
with any of the provisions hereof. Inure acknowledges that the Company is a party to the Existing
Registration Rights Agreement and agrees that if any action requested or required to be taken
hereunder would conflict with, or cause a breach of such Agreement, then the Company shall not be
obligated to take such action and instead shall use best reasonable efforts to resolve such
conflict or breach.



9. TERM AND TERMINATION



This Agreement shall become effective on the Effective Date and remain in effect until the
first to occur of (a) the date on which all of the Parties agree in writing to the termination of
this Agreement, (b) all securities covered hereby cease to be Registrable Securities, and (c) the
termination of the Purchase Agreement.



10. MISCELLANEOUS



10.1 Specific Performance



The Parties hereby declare that it is impossible to measure in money the damages that will
accrue to a Party by reason of a failure by another Party to perform any of the obligations under
this Agreement. Therefore, if any Party shall, in accordance with Section 10.10, institute any
proceeding to enforce specifically the provisions hereof, any Party against whom such proceeding is
brought hereby waives the claim or defense therein that the Party instituting such proceeding has
an adequate remedy at law or in damages, and the Party against whom such proceeding is brought
shall not urge in any such proceeding the claim or defense that such remedy at law or in damages
exists.



10.2 Waivers; Remedies



Any term or condition of this Agreement may be waived at any time by the Party that is
entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a
written instrument duly executed by or on behalf of the Party waiving such term or condition. No
waiver by any Party of any term or condition of this Agreement, in one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition of this Agreement
on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded,
will be cumulative and not alternative.



10.3 Amendments



This Agreement may be amended, supplemented or modified only by a written instrument duly
executed by or on behalf of each Party.



10.4 No Assignment; Binding Effect; No Third Party Beneficiaries



Except as provided in Article 7, neither this Agreement nor any right, interest or obligation
hereunder may be assigned by any Party without the prior written consent of the other Parties and
any attempt to do so will be void. Subject to the preceding sentence, this Agreement is binding
upon, inures to the benefit of and is enforceable by the Parties and their respective successors
and assigns. The terms and provisions of this Agreement are intended solely for the benefit of
each Party and their respective successors or permitted assigns, and, except as specified in
Article 6, it is not the intention of the Parties to confer third party beneficiary rights upon any
other Person.



10.5 Severability



If any provision of this Agreement is or shall become invalid, illegal or unenforceable in any
jurisdiction, the invalidity, illegality or unenforceability of such provision in such jurisdiction
shall not affect or impair the validity, legality or enforceability of (a) any other provision of
this Agreement or any such other document in such jurisdiction or (b) such provision or any other
provision of this Agreement or any such other document in any other jurisdiction.



10.6 Further Assurances



From time to time, at any Party’s reasonable request and without further consideration, each
Party shall execute and deliver such additional documents and take all such further action as may
be reasonably necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.



10.7 Entire Agreement



This Agreement and the other Principal Agreements will, from and after the Effective Date,
supersede all prior discussions and agreements among the Parties with respect to the subject matter
hereof and thereof and contain the sole and entire agreement between the Parties with respect to
the subject matter hereof and thereof.



10.8 Notices



All notices, requests, demands and other communications provided for by this Agreement shall
be in writing (including telecopier or similar writing) and shall be deemed to have been duly given
only if delivered personally or by facsimile transmission or sent by courier, addressed to the
address of the parties stated below or to such changed address as such party may have fixed by
notice or, if given by telecopier, when such telecopy is transmitted and the appropriate answerback
is received.




	 	(i)	 	If to Inure:






Inure Enterprises Limited


Diagoru 4, Kermia Building


6th floor, office 601


Nicosia P.C. 1097


Cyprus




Tel:


Fax:



	 	 	 	 	 
	(ii)

	 	If to the Company:
	 	

	 
	 	 	 	 
	
 
	 	Golden Telecom, Inc.
	 	

	 
	 	 	 	 
	 	 	2831 29th Street, NW Washington, D.C. 20008, USA

	 
	 	 	 	 
	
 
	 	Attn:
	 	Julia Marx







Fax: +1 (202) 332-4877


Telephone: +1 (202) 332-5997




with a copy to:



	 	 	 
	Moscow Representative Office of Golden TeleServices, Inc.

	 
	 	 
	1, Kozhevnichesky Proezd, 2nd floor

Moscow, 115114, Russia

Attn:

	 	



General Counsel







Fax: +7 (495) 797-9306


Telephone: +7 (495) 967-1323



10.9 Governing Law



This Agreement shall be governed by, and construed in accordance with, the laws of the State
of New York, United States of America, without giving effect to any conflicts of laws principles
thereof which would result in the application of the laws of another jurisdiction.



10.10 Arbitration



Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach,
termination or invalidity hereof, shall be settled by arbitration in accordance with the UNCITRAL
Arbitration Rules (the “Rules”) as at present in force. There shall be three arbitrators,
with the Company having the right to appoint one arbitrator, and Inure having the right to jointly
appoint one arbitrator, with the third arbitrator being selected by the two arbitrators appointed
by the parties, or upon any failure to select the third arbitrator within thirty (30) days from the
date that the second of the party appointed arbitrators has been selected, then the third
arbitrator shall be appointed as provided in the Rules. The seat and place of arbitration shall be
New York City, New York, USA and the English language shall be used throughout the arbitral
proceedings. Any arbitral award shall be final and may not be challenged in any other arbitral
tribunals located in any other jurisdictions. The successful party shall have the right to enforce
such arbitral award in any court of competent jurisdiction. The arbitral tribunal shall have
authority to consider and include in any proceeding, decision or award any further dispute properly
brought before it by the parties to the arbitration insofar as such dispute arises out of this
Agreement, but, subject to the foregoing, no other parties or other disputes shall be included in,
or consolidated with, the arbitral proceedings. All expenses connected with the arbitration,
including legal fees and other fees, incurred by the parties when resolving disputes under this
Agreement shall be payable in accordance with the arbitral award of the tribunal.



10.11 Counterparts; Language



This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.



IN WITNESS WHEREOF, the Parties have executed this Registration Rights Agreement as of the
date first written above.




INURE ENTERPRISES LTD.




By /s/ Marina Abramova

Name: Marina Abramova

Title: Authorized Representative





GOLDEN TELECOM, INC.




By /s/ Jean-Pierre Vandromme

Name: Jean-Pierre Vandromme

Title: Chief Executive Officer





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