yndx-20191231x20fafbda9.htm

DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

Yandex N.V. is a Dutch public company with limited liability (naamloze vennootschap), and our affairs are governed by our articles of association, as amended, and Dutch law. The following description sets forth certain material terms and provisions of Yandex N.V. (“Yandex,” “we,” “us,” and “our”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended.

DESCRIPTION OF CAPITAL STOCK

General

Our authorized share capital consists of 500,000,000 Class A shares, par value €0.01 per share, 37,138,658 Class B shares, par value €0.10 per share, 37,748,658 Class C shares, par value €0.09 per share, and one priority share with a nominal value of €1.00. Our Class A shares are listed on the Nasdaq Global Select Market and are held in book-entry form. The following description of our Class A Shares, together with the additional information we included herein, including the material provisions of our articles of association as currently in force and relevant provisions of Dutch law and the Dutch Corporate Governance Code, is a summary and does not purport to be complete. For the complete terms of our Class A Shares please refer to our Articles of Association, as amended, which is incorporated by reference as Exhibit 1.1 to our Annual Report on Form 20-F which this exhibit 2.1 is a part.

Ordinary Shares

We have three classes of authorized ordinary shares, which vote together as a single class unless otherwise provided by our articles of association or Dutch law: Class A shares, which have one vote per share; Class B shares, which have ten votes per share; and Class C shares, which have nine votes per share. The Class C shares are issued only to facilitate the conversion of Class B shares into Class A shares.

Under Dutch law, the voting power of shares is determined by reference to their par value. Our company's multiple class share structure is designed to give our principal shareholders increased voting power (without increasing their economic interest in our company), while also providing a means for them to convert their shares into Class A shares that can be transferred or sold, including in the public market.

Transfer and Conversion of Ordinary Shares

Because the conversion of a Class B share into a Class A share, with a lower par value, will result in a reduction of our share capital (an event which cannot occur without convening a formal shareholders' meeting), our articles of association provide that each Class B share converts (in defined circumstances) into both one Class A share and one Class C share. The Class C shares are intended to serve as a means of "storing" the additional par value of the converted Class B share until such time as we can repurchase and cancel the Class C share. To ensure that all such Class C shares are available for repurchase and cancellation, and to assure that they do not affect the outcome of any shareholder vote, all Class C shares are held by the Yandex Conversion Foundation (the “foundation”), a Dutch foundation managed by our board of directors. The foundation has agreed to sell any Class C shares it may hold, for no consideration, to us at any time, and not to sell or transfer such Class C shares to any other party. At the first general meeting of shareholders following any such repurchase, we seek shareholder approval for the cancellation of such Class C shares. The foundation has also agreed that it will vote any Class C shares it may hold in the same proportion as all other votes are cast at any general meeting of shareholders.

Our Class B shares are transferable only:

To the foundation, upon which time each Class B share converts into one Class A share and one Class C share. The foundation is then obligated to transfer each converted Class A share to the original Class B shareholder, and to transfer the Class C share to us, as described above.

To us for the purposes of repurchasing Class B shares.

To Permitted Transferees (as defined in the articles of association).

Our Class A shares and Class C shares are not convertible into any other class of shares in our capital.

Voting Rights

At our shareholders’ meetings, each Class A share is entitled to one vote, and each Class B share is entitled to ten votes. Each Class C share will be entitled to nine votes, but the foundation has agreed with us that it will vote any Class C shares it may hold at any time in the same proportion as all other votes are cast at any general meeting of our shareholders. The Class A, B and C shares vote together as a single class on all matters, including the election of directors, except as otherwise provided in our articles of association or Dutch law. The Priority Share carries the right to cast one hundred votes.

Our articles of association provide that a separate Class A shareholder approval will be required for:

the transfer of our enterprise or substantially all of our enterprise to a third party;

the conclusion or cancellation of any long-lasting cooperation by us or a subsidiary with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that such cooperation or the cancellation thereof is of essential importance to us;

the acquisition or disposal of a participating interest in the capital of a company with a value of at least one-third of the sum of the assets according to the consolidated balance sheet in the most recently adopted set of our annual accounts, by us or a subsidiary;

entering into of any transaction or series of related transactions by us or a subsidiary involving (i) the payment of an amount in excess of one-third of the sum of the assets according to the consolidated balance sheet in the most recently adopted set of our annual accounts, or (ii) the sale of assets with a value in excess of the amount set forth in (i) above; and

the issuance of shares in excess of 20% of our issued share capital.

Board of Directors

Pursuant to our articles of association, the board of directors will consist of 12 members, of whom two will be designated directors. Other than in respect of designated directors, the members of our board of directors are appointed by the general meeting of shareholders in respect of which the board of directors shall make a non-binding nomination. If the person nominated by the board of directors is subsequently not appointed by the general meeting of shareholders, the board of directors will be allowed to make a new non-binding nomination.

The first two designated directors are designated as "Designated Director" by the board of directors from the non-executive directors in office. With exception of the first two designated directors that are designated in accordance with the previous sentence, the holder of the priority share has the right to make binding nominations in respect of two designated directors. The general meeting of shareholders may deprive the nomination of a candidate for designated director of its binding character by means of a resolution adopted by at least two-thirds of the votes cast, such two-thirds majority representing more than 50% of our issued and outstanding capital. If the binding nomination is not deprived of its binding character, the person nominated will be deemed appointed. If the nomination is deprived of its binding character, the holder of the priority share will be allowed to make a new binding nomination.

Directors may be removed and/or suspended from office by the general meeting of shareholders. A resolution to remove or suspend a director requires a two-thirds majority of the votes cast in a meeting, such two-thirds majority representing at least 50% of our issued and outstanding share capital. Notwithstanding the foregoing, if the holder of the priority share approves a resolution by the general meeting of shareholders to suspend or remove a designated director, such resolution of the general meeting of shareholders shall require only an absolute majority of the votes cast on the matter.

In the performance of its duties, the board of directors is required by Dutch law to consider the interests of Yandex, its shareholders, its employees and other stakeholders.

Dividends

The holders of our ordinary shares and the holder of the priority share are entitled to such part of our profits for any financial year as remains available after reservation of profits by our board of directors. The holders of our ordinary shares and the holder of the priority share shall be entitled pari passu to our profits, pro rata to the total number of Class A shares, Class B shares, and Class C shares and/or the priority share held, provided that out of the profit of any financial year, the holders of Class C shares and the priority share shall be entitled to a maximum amount equal to 1% of the nominal value of such shares. Although the holders of our Class C shares are technically entitled to such

maximum amount, when we declare dividends on our Class A and Class B shares, we intend to repurchase all Class C shares issued upon conversion of our Class B shares before the board of directors resolves to make any dividend distributions such that no dividends would be payable on our Class C shares.

Additionally, the board of directors has the right to declare interim dividends without the approval of the general meeting of shareholders. We may not pay dividends if the payment would reduce shareholders' equity to an amount less than the aggregate fully paid-up share capital plus the reserves that have to be maintained by law or our articles of association. The amounts available for dividends will be determined based on the statutory accounts of Yandex N.V. prepared under Dutch law, which may differ from our consolidated financial statements.

The board of directors may decide that dividends or other distributions are paid in the form of cash, shares or a combination of both.

Issue of Shares; Preemptive Rights

Our board of directors has the power to issue shares, if and to the extent that either the general meeting of shareholders or the articles of association has delegated such power to the board of directors to act as the authorized body for this purpose. A delegation of authority to the board of directors to issue shares remains effective for the period specified by the general meeting of shareholders, or specified in the articles of association, and may be up to five years from the date of delegation or the date of the articles of association. A general meeting of shareholders may renew annually this delegation and this delegation may also be renewed by the articles of association for additional periods of up to five years. Without this delegation, the general meeting of shareholders has the power to authorize the issuance of shares upon receipt of a written proposal of the board of directors to such effect.

Any resolution by the general meeting of shareholders to issue shares, other than Class C shares, in excess of 20% of our issued share capital (calculated by nominal value, excluding the Class C shares, on the date of such resolution) or any resolution by the general meeting of shareholders to delegate the authority to issue shares, other than Class C shares, in the excess of 20% of our issued share capital (calculated by nominal value, excluding the Class C Ordinary Shares, on the date of such resolution), requires prior approval from the meeting of holders of Class A Shares.

The holders of our ordinary shares have a pro rata (based on the number of shares held) preemptive right to subscribe for Class A shares and Class B Shares that we issue for cash, unless the general meeting of shareholders, or the board of directors (if either the general meeting of shareholders or the articles of association has delegated such power to the board of directors), limits or eliminates this right. If the general meeting of shareholders delegates its authority to the board of directors for this purpose, then the board of directors will have the power to limit or eliminate the preemptive rights of shareholders. In the absence of this delegation, the general meeting of shareholders will have the power to limit or eliminate these rights. Such resolution requires the approval of a two-thirds majority of the votes cast in a general meeting of shareholders if less than 50% of our issued share capital is present or represented. Delegations of authority to the board of directors may remain in effect for up to five years and may be annually renewed for additional periods of up to five years.

Repurchase of Shares

We may acquire our shares, subject to applicable provisions of Dutch law and of our articles of association, to the extent:

• our equity capital, reduced by the acquisition price, is not less than the sum of the issued and paid-up capital and the reserves to be maintained pursuant to Dutch law or our articles of association;

• after the repurchase, at least one issued share in the capital of the Company remains outstanding and is not held by us; and

• after the repurchase, we and our subsidiaries would not hold, or hold as pledgee, shares having an aggregate par value that exceeds 50% of the par value of our issued share capital.

Our board of directors may direct the company to repurchase shares only if the general meeting of shareholders has authorized the board of directors to repurchase shares. This authorization may be given for a maximum period of 18 months and should contain the maximum number of shares to be repurchased and a price range. The authorization may be renewed annually.

We regularly repurchase, for no consideration, any Class C shares that may be issued to the foundation promptly upon the conversion of Class B shares, in which case the above requirements do not apply.

Reduction of Share Capital

Upon receipt of a written proposal of the board of directors to this effect, at a general meeting of shareholders, our shareholders may vote to reduce the issued share capital by canceling shares held by us or by reducing the par value of our shares by amendment of the articles of association. In either case, this reduction would be subject to applicable statutory provisions. This includes that a resolution to cancel shares may only relate to (i) shares held by us, or (ii) to all the shares of a particular class, in respect of which the articles of association provide that the same may be cancelled against repayment of their par value.

A resolution for reduction of capital shall require a majority of at least two thirds of the votes cast, if less than 50% of our issued share capital is present or represented at the relevant meeting of shareholders. We seek shareholder approval on a regular basis for the cancellation of any Class C shares that may be issued from time to time following their repurchase by us.

Priority Share

We have authorized and outstanding one priority share with a nominal value of €1.00. Our articles of association provide that the priority share may only be held by the Public Interest Foundation or another party that is specifically nominated by our board of directors for this purpose, with a Special Majority (as defined in the articles of association), including the affirmative vote of at least one designated director. The priority share was held in treasury as of December 31, 2019 and is currently held by the Public Interest Foundation.

The key rights vested in the priority share are the rights to approve:·

• the accumulation by a party, of shares representing 10% or more, in number or by voting power, of the outstanding Class A and Class B Shares (taken together), if the Board has otherwise approved such accumulation of shares.

• a decision of the Board to sell, transfer or otherwise dispose of all or substantially all of our assets to one or more third parties in any transaction or series of related transactions; and

• to make binding nominations of two designated directors.

As additional support for the protective rights of the Public Interest Foundation, the Public Interest Foundation holds a Special Voting Interest in Yandex Russia. The Special Voting Interest allows the Public Interest Foundation to temporarily replace the General Director of Yandex in certain exceptional circumstances.


Exhibit 4.4 Dated ___ April 2018
PJSC “SBERBANK OF RUSSIA” and “DIGITAL ASSETS” LIMITED and YANDEX N.V. and STICHTING YANDEX.MARKET EQUITY INCENTIVE and YANDEX.MARKET B.V.
SHAREHOLDERS’ AGREEMENT relating to YANDEX.MARKET B.V.

Linklaters CIS Paveletskaya sq. 2, bld. 2 Moscow 115054
Telephone: (+7) 495 797 9797
Facsimile: (+7) 495 797 9798
Ref. L-263619

Shareholders’ Agreement

This Agreement is made on ___ April 2018 between:

(1)

Sberbank of Russia, a public joint stock company incorporated under the laws of the Russian Federation whose registered office is at 19 Vavilova St., 117997 Moscow, Russia and registered with the Unified State Register of Legal Entities under number 1027700132195 (“Sberbank”);

(2)

«Digital assets» Limited, a limited liability company incorporated under the laws of the Russian Federation whose registered office is at 19 Vavilova St., 117997 Moscow, Russia and registered with the Unified State Register of Legal Entities under number 5157746082160 (“Sberbank Nominee”);

(3)

Yandex N.V., a public limited liability company incorporated under the laws of the Netherlands (naamloze vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, the Netherlands, and its office at Schiphol Boulevard 165, 1118BG Schiphol, the Netherlands, registered with the Dutch Trade Register of the Chambers of Commerce under number 27265167 (“YNV”);

(4)

Stichting Yandex.Market Equity Incentive, a foundation incorporated under the laws of the Netherlands, having its registered office in Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands, registered with the trade register of the Chamber of Commerce under number 71530975 (“Stichting”); and

(5)

Yandex.Market B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, the Netherlands, and its office at Schiphol Boulevard 165, 1118BG Schiphol, the Netherlands, registered with the Dutch Trade Register of the Chambers of Commerce under number 66115582 (the “Company”),

(each a “Party” and together the “Parties”).

Recitals:

(A)

Sberbank Nominee has subscribed for a stake in the issued share capital of the Company in order to carry on the Business (as defined below) together with YNV for mutual profit on the terms set out in a separate agreement between Sberbank, the Company and YNV executed on 12 December 2017 (the “Subscription Agreement”).

(B)

Sberbank, YNV and the Company have agreed that Shares representing **. of the issued share capital of the Company (on a fully diluted basis) have been issued to Stichting in order to incentivise certain employees of the Group in accordance with the terms of this Agreement and the Incentive Programme.

(C)

In consideration of the mutual undertakings set out in this Agreement and other Transaction Documents, the Shareholders have agreed to hold their Shares and to regulate their respective rights in the Company on the terms and conditions of this Agreement.

It is agreed as follows:

PART A – INTERPRETATION

Interpretation

In this Agreement, unless the context otherwise requires, the provisions in this Clause ‎1 apply:

1.1

Definitions

“**” has the meaning set out in the Subscription Agreement;

“AA Dispute” has the meaning set out it in Clause ‎5.3;

“Acceptance Notice” has the meaning set out it in Clause ‎22.4.3(i)(a);

“Additional Investor” has the meaning set out in Clause ‎18.1;

“Additional Securities” has the meaning set out in Clause ‎21.1.1(i);

"Advertising" means advertising materials, content, files and/or any other information intended to promote any goods, offers, products, services, information, in any form;

“Advertising Code’’ means a software module intended for the display of the Advertising on the Advertising Inventories;

“Advertising Inventories” means Internet resources (including sites and mobile applications) on which the Advertising Code is installed and the Advertising are placed;

“Advertising Network” means a technological platform that combines various Advertising Inventories;

“Third-Party Advertising Network Provider” has the meaning set out in Clause ‎5.8.3;

“Affiliate” means, in relation to any person, any other person directly or indirectly Controlling, Controlled by or under common Control with, such person, provided that, for the purposes of this Agreement, the Central Bank of the Russian Federation shall not be deemed to be an Affiliate of Sberbank (and vice versa);

“Agreed Form” means, in relation to a document, such document in the terms agreed between the Principals and signed for identification by or on behalf of the Principals;

“Agreement” means this agreement as modified, amended or replaced from time to time;

“Alice” means the AI Personal Assistant developed by YNV or its Affiliates;

“Ancillary Agreements” means the Sberbank Ancillary Agreements and the YNV Ancillary Agreements;

“Appointed Director” means any Sberbank Director or any YNV Director as the context may require;

“Appointing Shareholder” has the meaning set out in Clause ‎9.2.2;

“Appointment Dispute” has the meaning set out in Clause ‎9.2.3;

“Articles” means the articles of association (statuten) of the Company from time to time;

“Auditors” means KPMG (or its Dutch and/or Russian affiliate(s)) or such other Big Four Firm which is appointed as auditor of the Group from time to time;

“Big Four Firm” means any “big four” accounting firm (Deloitte Touche Tohmatsu, EY, KPMG, PricewaterhouseCoopers, or any successor in title to any of their respective valuation businesses);

“Board” means the board of directors of the Company;

“Board Reserved Matters” has the meaning set out in Clause ‎8.1;

“Board Super Majority” has the meaning set out in Clause ‎8.1;

“Budget” means the budget for the Group approved or amended from time to time by the Board, being initially the document, in the Agreed Form and marked “Budget”;

“Business” has the meaning set out in Clause ‎2;

“Business Day” means a day which is not a Saturday, a Sunday or a public holiday in Moscow, the Russian Federation or Amsterdam, the Netherlands;

“Business Plan” means the Initial Business Plan or any Subsequent Business Plan;

“CEO” means the chief executive officer (general director) of the Russian OpCo from time to time, the first such person (following the date of this Agreement) being Maxim Grishakov;

“CEO Notice” has the meaning set out in Clause ‎9.2.2(i);

“CEO Qualified IPO” means a fully underwritten IPO where: (i) the valuation of the Group (for 100 per cent. of equity) is not less than ** (ii) at least ** of the share capital of the Group (post-offering) is to be offered via such IPO, and (iii) **;

“CFO” means the chief financial officer of the Russian OpCo from time to time, the first such person (following the date of this Agreement) being Alexander Balakhnin;

“Chair” means the Chairman of the Board from time to time;

“Closing” has the meaning set out in the Subscription Agreement;

“Company Advertising” means advertising materials in any form intended to advertise any of the Company Services and/or the Company Resources, or their individual elements;

“Company Data” means the data set out in (i) para. 2 of Schedule 1 to the Sberbank Data Sharing Agreement and (ii) para. 1.2 of Schedule 1 to the YNV Data Sharing Agreement;

“Company Resources” means the Advertising Inventories, as well as any other digital and/or offline inventory owned by the Company and/or its Subsidiaries and used to provide the Company Services;

“Company Service” means any of the services offered by the Company and/or its Subsidiaries to Internet users, partners, customers and/or clients (for the avoidance of doubt, including vendors and purchasers);

“Company Web Counter” has the meaning set out in Clause ‎5.9.2(iii);

“Conducting Shareholder” has the meaning set out it in Clause ‎5.3.1;

“Confidential Information” has the meaning set out in Clause ‎30.2;

“Consenting Shareholder” has the meaning set out in Clause ‎9.2.2;

“Control” means, in relation to a person, where a person (or Persons Acting In Concert) has direct or indirect control, whether exercised or not, (1) of the affairs of that person, or (2) over more than 50 per cent. of the total voting rights conferred by all the issued shares in the capital of that person which are ordinarily exercisable in general meeting or (3) of a majority of the board of directors of that person (in each case whether pursuant to relevant constitutional documents, contract or otherwise) and "Controlling" and “Controlled” shall be construed accordingly;

“Core Business” means **;

“Core Business Commencement” means, in respect of a jurisdiction where the Core Business is to be commenced pursuant to the relevant approval of the Board, satisfaction of all the following conditions in relation to operation of the Core Business:

(i)

(ii)

(a)

(b)

“CPA” means the cost per acquisition (action) model, i.e. a model for online advertising or promotion services where the advertiser pays for a specified action, including a sale or a form submit (e.g., contact request, newsletter sign up, registration etc.);

“CTO” means the chief executive officer (general director) of Market.Lab from time to time, the first such person (following the date of this Agreement) being Alexey Shevenkov;

“Deadlock Appointees” has the meaning set in Clause ‎24.2.1;

“Deadlock Matter” has the meaning set out in Clause ‎24.1.3;

“Deed of Adherence” means a deed substantially in the form set out in ‎Schedule 1;

“Defaulting Shareholder” has the meaning set out in Clause ‎23;

“Director” means any director (besturder) of the Company appointed by a Shareholder in accordance with the terms of this Agreement and the Articles;

“Dispute” has the meaning set out in Clause ‎31.1.1;

“Dissenting Shareholder” has the meaning set out in Clause ‎26.3;

“Dividend Policy” means the dividend policy of the Group, in the Agreed Form;

“DR” means a depositary receipt (certificaten van aandelen) that may be issued by Stichting in respect of the Stichting Shares, each representing **

“Drag-along Exit” has the meaning set out in Clause ‎22.4.4(i);

“Drag-along Notice” has the meaning set out in Clause ‎22.4.4(i);

“Drag-along Shares” has the meaning set out in Clause ‎22.4.4(i);

“Dragged Shareholder” has the meaning set out in Clause ‎22.4.4(i);

“Dragging Shareholder” has the meaning set out in Clause ‎22.4.4(i);

“Encumbrance” means any claim, charge, mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, retention of title, right of pre-emption, right of first refusal, usufruct, attachment (beslag) or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“End Date” has the meaning set out in Clause ‎22.4.3(i)(a);

“Excess Additional Securities” has the meaning set out in Clause ‎21.1.1(i);

“Exclusivity Period” means, in respect of any Principal, the period from the date of this Agreement until **

“Exclusivity Territory” means:

(iii)

(iv)

(c)

(d)

“Existing Operations” has the meaning set out in Clause ‎28.2.4;

“Financial Services Provider” means any provider of payment and/or financial services (excluding, for the avoidance of doubt, Sberbank and any of its Affiliates), **

“Financial Year” means a financial year of the Group commencing (other than in the case of its initial financial period) on 1 January and ending on 31 December or on such other dates as the Board may resolve as a Board Reserved Matter in accordance with this Agreement and the Articles;

“FinServices Experiment” has the meaning set out in Clause ‎5.2.1;

“Group” means the Company, the Russian OpCo, Market Lab and any other Group Companies from time to time;

“Group Companies” means the Company, the Russian OpCo, Market Lab and their subsidiaries from time to time, and “Group Company” means any one of them;

“IFRS Accounts” means the consolidated accounts of the Group to be prepared by the Company in accordance with Clauses ‎6.2.1(ii), ‎6.2.1(iv) and ‎6.2.1(vi);

“IFRS Costs” means any direct incremental costs of the Group (including the relevant allocation of internal staff time) in relation to preparation of the IFRS Accounts as required by, and pursuant to, the deadlines set out in Clause ‎6.2.3;

“Incentive Programme” means the equity incentive programme (including the relevant eligibility criteria, applicable good and bad leaver provisions and vesting criteria settlement

terms) under which certain employees of the Group are eligible to acquire DRs (subject to the applicable terms and conditions), in the Agreed Form;

“Independent Director” means a reputable professional with knowledge and experience in Business and board experience who:

(v)

is not related to or affiliated with any Shareholder or the Group, whether by way of employment (whether current or former), directorship, shareholding (save for holding no more than 1 per cent. of shares) or otherwise, unless each other member of the Board confirms that in his/her reasonable opinion such relation or affiliation with any Shareholder or the Group would not affect such professional’s independence from each of Shareholders and the Group;

(vi)

shall declare himself/herself free from any conflict of interests relevant in such professional’s capacity as a Director independent from each of the Shareholders and the Group, including any relation or affiliation with any Shareholder or the Group referred to in sub-paragraph (i) of this definition; and

(vii)

shall not, in the reasonable opinion of each other member of the Board, have any conflict of interests that would affect such professional’s independence from each of the Group and any Shareholder;

“Initial Business Plan” means the ** strategic business plan for the Group in relation to the period from Closing until **, as set out in Schedule 5;

“Initiating Shareholder” has the meaning set out in Clause ‎26.1;

“Intellectual Property Rights” means, without limitation, trade marks, service marks, trade names, domain names, get-up, logos, patents, inventions, registered and unregistered design rights, copyrights, semi-conductor topography rights, database rights and all other similar rights which may subsist in any part of the world now or in the future (including Know-how) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;

“Interest” includes an interest of any kind in or in relation to any Share or any right to control the voting or other rights attributable to any Share, disregarding any conditions or restrictions to which the exercise of any right attributed to such interest may be subject;

“IPO” means the underwritten initial public offering in respect of and admission of all or any part of the Shares or depository receipts (or equivalent) representing Shares, of the Company to trading on **,;

“Junior Employee” means any employee of the Group who **,;

“Key Employee” means any member of the Senior Management;

“Know-how” means confidential and proprietary industrial and commercial information and techniques in any form including, without limitation, drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables or operating conditions, market forecasts, lists and particulars of customers and suppliers;

“Laws” means the laws and regulations of the Netherlands, the Russian Federation and any other laws and regulations for the time being in force applicable to any member of the Group or any Shareholder or their Affiliates (as appropriate) including, where applicable, the rules

of any stock exchange on which the securities of a Shareholder or its Affiliates are listed or other governmental or regulatory body to which a Shareholder or its Affiliates are subject;

“LCIA” has the meaning set out in Clause ‎31.1.1;

“Link” has the meaning set out in Clause ‎5.12.2;

“Lock-up Period” has the meaning set out in Clause ‎22.1.1;

“Login” means, in respect of the Services and/or the Resources of the Company, YNV or Sberbank, as the case may be, a password, code or other method of identifying a person who uses any such Services and/or Resources, required to access the separate account of each such person with such Resources and/or Services;

“Losses” means all losses, liabilities, costs (including legal costs and attorneys’, experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands;

“Loyalty Programs” means the Sberbank Loyalty Program and the Yandex Loyalty Program;

“Management Team” means both Senior Management and Senior Employees;

“Market Lab” means Yandex.Market Lab LLC, a Russian limited liability company incorporated under the laws of the Russian Federation whose registered office is at 16 Lva Tolstogo Street, Moscow, 119021, Russia, and registered with the Unified State Register of Legal Entities under number 1167746241222;

“Material Change to the Budget” means, in relation to an approved Budget for any Financial Year: (A) any decrease of ** or more in budgeted (i) gross merchandise value or (ii) revenue (sales); or (B) any increase or decrease of ** or more in budgeted (i) EBITDA, (ii) net profit or (iii) CAPEX;

“Material Change to the Business Plan” means, in relation to an approved Business Plan: (A) any decrease of ** or more for any Financial Year in planned (i) gross merchandise value or (ii) revenue (sales); or (B) any increase or decrease of ** or more for any Financial Year in planned (i) EBITDA, (ii) net profit or (iii) CAPEX;

“New Opportunity” has the meaning set out in Clause ‎28.2.1;

“New Opportunity Jurisdiction” has the meaning set out in Clause ‎28.2.1;

“Niche Products Business” has the meaning set out in Clause Error! Reference source not found.;

“Non-contributing Shareholder” has the meaning set out in Clause ‎21.1.2;

“Non-defaulting Shareholder” has the meaning set out in Clause ‎23;

“Notice” means has the meaning set out in Clause ‎31.4.1;

“Offer” has the meaning set out in Clause ‎22.4.2(i);

“Offeror” has the meaning set out in Clause ‎22.4.1;

“Option Agreements” has the meaning set out in the Subscription Agreement;

“Outstanding Amount” has the meaning set out in Clause ‎21.1.2;

“Party” means a party to this Agreement, and “Parties” shall be construed accordingly;

“Permitted Web Counter” has the meaning set out in Clause ‎5.9.4;

“Persons Acting In Concert”, in relation to a person, means persons which actively co-operate through the acquisition by them of shares in that person or a holding company of that person, pursuant to an agreement or understanding (whether formal or informal), with a view to obtaining or consolidating Control of that person;

“Pre-Agreed Deputy” means an individual mutually agreed between the Principal Shareholders to be a replacement of the CEO or CFO (as applicable) solely for the purposes of Clause ‎24;

“Price Comparison Business” means the business the primary purpose of which is to provide consumers with comparison of online prices of online retailers and merchants for non-perishable consumer goods potentially leading to transactions completed on the websites or apps of such online retailers or online merchants that is substantially similar to such business carried out through the website “market.yandex.ru” or Yandex.Market app as of the date of this Agreement. For the avoidance of doubt, the business of comparison of special offers and (or) discounts for goods, providing or facilitating cashbacks and business of Edadeal as carried out through the website “edadeal.ru”, “yandex.ru”, “edadeal.yandex.ru”, “yandex.edadeal.ru”, Edadeal app or Yandex app as of the date of this Agreement shall not be considered Price Comparison Business;

“Principals” means Sberbank and YNV, and “Principal” means either of them;

“Principal Shareholders” means Sberbank Nominee and YNV, and “Principal Shareholder” means either of them;

“Private Placement” has the meaning set out in Clause ‎18.1;

“Promotion Channel” means a method or format for the placement of the Company Advertising, including, Internet advertising, outdoor advertising, television and/or radio advertising;

“Qualified IPO” means a fully underwritten IPO where: (i) the valuation of the Group (for 100 per cent. of equity) is not less than ** and (ii) at least ** of the share capital of the Group are sold via such IPO;

“Qualified IPO Notice” has the meaning set out in Clause ‎26.3;

“Realisation Date” has the meaning set out in Clause ‎18.1;

“Regulatory Condition” means a bona fide requirement for material consent, clearance, approval or permission necessary to enable a Transferring Shareholder, the Remaining Shareholder and/or Offeror to be able to complete a transfer of Shares under applicable Laws;

“Related Party Transaction” has the meaning set out in Clause ‎4.1;

“Remaining Shareholder” has the meaning set out in Clause ‎22.4.1(vi)(a);

“Requesting Shareholder” has the meaning set out in Clause ‎6.2.5;

“Resources” means the Company Resources, the Yandex Resources or the Sberbank Resources, as the context may require;

“Restricted Employee” means **

“Restricted Party” means such entity or entities as may be agreed by the Principals in writing or by a simple majority of the Board from time to time;

“Restricted Transferee” means such entity or entities as may be agreed by the Principals in writing from time to time;

“Right” means any right, power or remedy in connection with this Agreement;

“Rules” has the meaning set out in Clause ‎31.1.1;

“Russian OpCo” means Yandex.Market LLC, a Russian limited liability company incorporated under the laws of the Russian Federation whose registered office is at 16 Lva Tolstogo Street, Moscow, 119021, Russia and registered with the Unified State Register of Legal Entities under number 1167746491395;

“Sberbank Ancillary Agreements” means:

(viii)

(ix)

(x)

“Sberbank Assistant” has the meaning set out in Clause Error! Reference source not found.;

“Sberbank Data” means the data set out in para. 3 of Schedule 1 to the Sberbank Data Sharing Agreement;

“Sberbank Directors” has the meaning set out in Clause ‎9.1.2(i)(a)(II);

“Sberbank Financial Services Agreement” means **

“Sberbank Independent Director” has the meaning set out in Clause ‎9.1.2(i)(a)(I);

“Sberbank Loyalty Program” means any customer reward program for users of the Sberbank Services maintained by Sberbank from time to time during the term of this Agreement, including the program "Thank you from Sberbank";

“Sberbank Promotion” means all of the Company’s activities aimed at placing information about Sberbank, references to the Sberbank Resources, and to marketing and/or other advertising materials of Sberbank on the Company Resources and/or the Company Services;

“Sberbank Resources” means the Advertising Inventories, as well as any other digital and/or offline inventory owned by Sberbank and/or its Affiliates and used to provide Sberbank Services;

“Sberbank Service” means any of the services offered by Sberbank and/or its Affiliates to Internet users, partners, customers and/or clients (for the avoidance of doubt, including vendors and purchasers);

“Sberbank Shares” means voting Shares of Class B of EUR 0.002 each;

“Sberbank Special Promotion Services Request” has the meaning set out in Clause ‎29.2.3;

“Sberbank Web Counter” has the meaning set out in Clause ‎5.9.2(ii);

“Search Wizard” means **

"Service" means any of the Company Services, the Yandex Services or the Sberbank Services, as the context may require;

“Security Enforcement Opportunity” means any investment opportunity that:

(xi)

(xii)

(e)

(f)

“Senior Employee” means persons holding positions in the Russian OpCo or in Market Lab (as applicable) listed in Part B of Error! Reference source not found.;

“Senior Management” means those positions in the Russian OpCo or in Market Lab listed in Part A of Error! Reference source not found.;

“Shareholder” means any holder of Shares from time to time having the benefit of this Agreement, including under the terms of a Deed of Adherence;

“Shareholder Reserved Matters” has the meaning set out in Clause ‎17.2;

“Shareholder’s Group” means a Principal Shareholder and any Affiliate of that Principal Shareholder from time to time;

“Shares” means all the shares in the issued share capital of the Company from time to time;

“Stichting Shares” means voting shares of Class C of EUR 0.002 each in the share capital of the Company that may be issued to and held by Stichting from time to time;

“Subscription Agreement” has the definition set out in Recital (A);

“Subscription Price” has the meaning set out in Clause ‎21.1.1(i);

“Subsequent Business Plan” means a strategic business plan for the Group for a period of ** which, once approved, replaces the Initial Business Plan or the previous Subsequent Business Plan (as applicable) in all respects;

“Surviving Provisions” means Clause ‎1 (Interpretation), Clause ‎5 (Contracts with YNV and Sberbank), Clause ‎27 (Duration, termination and survival), Clause ‎28 (Expansion of Joint Venture), Clause ‎28.6 (Restrictions), Clause ‎30 (Confidentiality), Clause ‎31.1 (Arbitration), Clause ‎31.2 (Governing law and submission to jurisdiction), Clause ‎31.4 (Notices), Clause ‎31.5 (Whole agreement and remedies), Clause ‎31.6 (Legal advice and reasonableness), Clause ‎31.9 (No partnership), Clause ‎31.11 (Survival of rights, duties and obligations), Clause ‎31.12 (Waiver), Clause ‎31.13 (Variation), Clause ‎31.14 (No assignment), Clause ‎31.16 (Invalidity/severance), Clause ‎31.18 (Costs) and Clause ‎31.19 (Third Party Rights), and any other provisions of this Agreement to the extent relevant to the interpretation or enforcement of such provisions;

“Tag-along” has the meaning set out in Clause ‎22.4.1(vi);

“Tag-along Default” has the meaning set out in Clause ‎22.4.3(ii)(c);

“Tag-along Default Notice” has the meaning set out in Clause ‎22.4.3(ii)(c);

“Tag-along Shares” has the meaning set out in Clause ‎22.4.3(ii)(a);

“Tag Portion” has the meaning set out in Clause ‎22.4.1(vi)(a);

“Taxation” or “Tax” means all forms of taxation (other than deferred tax) and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments to a Tax Authority on account of Tax, in each case of the Netherlands, the Russian Federation or elsewhere in the world wherever imposed and whether chargeable or primarily against or attributable directly or primarily to a Group Company or any other person and all penalties and interest relating thereto;

“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

“Technology Agreement” means **

“Third Party Offer” has the meaning set out in Clause ‎22.4.1;

“Third Party Offer Price” has the meaning set out in Clause ‎22.4.1(iv);

“Third-Party Advertising Network Provider” has the meaning set out in Clause ‎5.8.2(ii);

“Third-Party Promotion Channels Provider” has the meaning set out in Clause ‎5.10.1;

“Traffic” means visits by a certain number of Internet users to an Advertising Inventory over a certain period of time;

“Transaction Documents” has the meaning set out in the Subscription Agreement;

“Transfer”, in the context of Shares or any Interest in Shares, means any of the following: (a) sell, assign, transfer or otherwise dispose of, or grant any option over, any Shares or any Interest in Shares; (b) create or permit to subsist any Encumbrance over Shares or any Interest in Shares; (c) enter into any agreement in respect of the votes or any other rights attached to any Shares or any Interest in Shares (including under this Agreement); or (d) renounce or assign any right to receive any Shares or any Interest in Shares;

“Transfer Date” has the meaning set out in Clause ‎25.1.3;

“Transfer Notice” has the meaning set out in Clause ‎22.4.2;

“Transferee” has the meaning set out in Clause ‎22.3;

“Transferor” has the meaning set out in Clause ‎22.3;

“Transferring Shareholder” has the meaning set out in Clause ‎22.4.1;

“Transfer Shares” has the meaning set out in Clause ‎22.4.1;

“Unsuitable Director” means a Director who has been charged with (or is suspected of) having, or determined by a court of competent jurisdiction to have, acted in material breach of the Laws or committed any serious criminal offence, or a material breach of any fiduciary duty in relation to the Group;

“VAT” means within the European Union such Tax as may be levied in accordance with (but subject to derogations from) Council Directive 2006/112/EC and outside the European Union any Tax levied by reference to added value or sales;

“Web Counter” means a program element designed to collect information about users visiting and/or using the respective Company Services and/or Company Resources;

“Yandex Advertising Network” means the Advertising Network that is owned and operated by YNV and its Affiliates, official website of which is available at https://partner2.yandex.ru/;

“Yandex Data” means the data set out in para. 1.1 of Schedule 1 to the YNV Data Sharing Agreement;

“Yandex Loyalty Program” means any customer reward program for users of the Yandex Services maintained by Yandex Service Companies from time to time during the term of this Agreement, including the program “Yandex+”;

“Yandex Promotion” means all of the Company’s activities aimed at placing information about YNV and/or its Affiliates, references to the Yandex Resources, and to marketing and/or other advertising materials of YNV and/or its Affiliates on the Company Resources and/or the Company Services;

“Yandex Resources” means the Advertising Inventories, as well as any other digital and/or offline inventory owned by YNV and/or its Affiliates and used to provide the Yandex Services;

“Yandex Service” means any of the services offered by any Yandex Service Company to Internet users, partners, customers and/or clients (for the avoidance of doubt, including vendors and purchasers);

“Yandex Service Company” means (i) YNV, (ii) any Affiliate of YNV, (iii) any entity in which YNV holds or is entitled to acquire (directly or indirectly) no less than 25 per cent. of economic or voting rights, (iv) any entity which is treated by YNV as an Affiliate for the purposes of advertising or promotion, including co-branding activities, and/or (v) any entity that the Principal Shareholders have agreed in writing to treat as a Yandex Service Company for the purposes of this Agreement;

“Yandex Services Promotion Features” means **

“Yandex Web Counter” has the meaning set out in Clause ‎5.9.2(i);

“YM Shopping Skill” has the meaning set out in Clause Error! Reference source not found.;

"YNV Advertising Code" means the Advertising Code the rights to which belong to YNV and/or its Affiliates;

“YNV Ancillary Agreements” means:

(xiii)

(xiv)

(xv)

(xvi)

(xvii)

(xviii)

(xix)

“YNV Assistant” has the meaning set out in Clause Error! Reference source not found.;

“YNV Directors” has the meaning set out in Clause ‎9.1.2(ii)(a)(II);

“YNV Independent Director” has the meaning set out in Clause ‎9.1.2(ii)(a)(I);

“YNV Shares” means voting Shares of Class A of EUR 0.002 each; and

“YNV Special Promotion Services Request” has the meaning set out in Clause ‎29.2.2(i).

19.1

Singular, plural, gender

References to one gender include all genders and references to the singular include the plural and vice versa.

19.2

References to persons and companies

References to:

19.2.1

a person includes any company, corporation, firm, joint venture, partnership or unincorporated association (whether or not having separate legal personality); and

19.2.2

a company include any company, corporation or any body corporate, wherever incorporated.

19.3

References to subsidiaries and holding companies

A company is a “subsidiary” of another company (its “holding company”) if that other company, directly or indirectly, through one or more subsidiaries:

19.3.1

holds a majority of the voting rights in it;

19.3.2

is a member or shareholder of it and has the right to appoint or remove a majority of its board of directors or equivalent managing body;

19.3.3

is a member or shareholder of it and controls alone, or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or

19.3.4

has the right to exercise a dominant influence over it, for example by having the right to give directions with respect to its operating and financial policies, with which directions its directors are obliged to comply.

19.4

Schedules etc.

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

19.5

Information

References to books, records or other information mean books, records or other information in any form, including paper, electronically stored data, magnetic media, film and microfilm.

19.6

Legal terms

References to any English legal term shall, in respect of any jurisdiction other than England and Wales, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

19.7

Headings

Headings shall be ignored in interpreting this Agreement.

19.8

Non-limiting effect of words

The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words which precede them.

19.9

Winding up

References to the winding up of a person include any equivalent or analogous procedure under the law of any jurisdiction in which that person is incorporated, domiciled or resident or carries on business or has assets.

19.10

Joint and several liability

Any provision of this Agreement which is expressed to bind more than one person shall bind each of them severally and not jointly and severally.

19.11

Modification etc. of statutes

References to a statute or statutory provision include that statute or provision as from time to time modified or re-enacted or consolidated.

19.12

Documents

References to any document (including this Agreement) or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time.

19.13

Non-applicability of contra proferentem

The Parties acknowledge and agree that this Agreement has been jointly drafted by the Parties and accordingly the contra proferentem rule (or any similar rule of interpretation) shall not be applied against any Party.

PART B – SCOPE OF THE JOINT VENTURE

Purpose of joint venture

The business of the Group shall be to engage in e-commerce on a worldwide basis, including, without limitation, through:

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

(together, the “Business”).

PART C – CONDUCT AND OPERATIONS OF THE COMPANY

Conduct and development of the Business

3.1

General

3.1.1

The Shareholders agree that their respective rights and obligations in relation to the Group and the Business shall be regulated by this Agreement and the Articles. The Shareholders agree to comply with the provisions of this Agreement and all provisions of the Articles which relate to them.

3.1.2

Sberbank shall procure that Sberbank Nominee complies with all of its obligations under this Agreement, other Transaction Documents and the Articles.

3.1.3

The Shareholders shall (so far as they lawfully can) ensure that the Company complies with all of its obligations under this Agreement, other Transaction Documents and the Articles.

3.1.4

The Company agrees to comply with all of its obligations under this Agreement, other Transaction Documents and the Articles and procure that the Group Companies do the same.

3.2

Conduct and promotion of the Business

The Shareholders shall vote their Shares and otherwise act within their power (so far as they lawfully can) to ensure the following:

3.2.1

that the Business shall be conducted in accordance with the Business Plan and Budget; and

3.2.2

that the Company shall not act, and shall procure (insofar as it lawfully can) that any Group Company shall not act, otherwise than in accordance with applicable Laws, the Transaction Documents and the Articles.

Related Party Transactions. Group Company claims

4.1

Subject to Clause ‎5 and unless the Principal Shareholders agree otherwise (including in respect of any amendment to an Ancillary Agreement), the Principal Shareholders and the Company shall procure that any new (and any extension or other modification of any existing) transaction, arrangement or dealing by any member of the Group with any member of a Shareholder’s Group (a “Related Party Transaction”) shall be entered into by such member on an arm’s length commercial basis, on terms not unfairly prejudicial to the interest of either Principal Shareholder or the Group and shall be subject to the prior consent of the Board by a Board Super Majority.

4.2

Where a Group Company may have a claim against any Principal Shareholder or its Affiliate (including under the Subscription Agreement or otherwise), all decisions relating to any action in respect of the conduct of such claim by the relevant Group Company (including any action required to initiate proceedings, compromise, settle, defend, remedy, mitigate, appeal or apply for any interim injunction or other application or action (including interim defence)) shall be taken by a simple majority of the Board.

Contracts with YNV and Sberbank

The Principals and the Company shall procure that:

5.1

YNV (or its relevant Affiliate) shall provide services and grant rights to the Group pursuant to each of the YNV Ancillary Agreements (and shall ensure that each such YNV Ancillary Agreement remains in full force and effect) during the period from the date of this Agreement until the date that is:

5.1.1

in case of **

5.1.2

in case of **

5.1.3

in case of **

in each case, following the earlier of **. Notwithstanding the foregoing, ** and

5.1.4

in case of any other **.

5.2

Sberbank (or its relevant Affiliate) shall provide services to the Group pursuant to each of the **, provided that:

5.2.1

(i)

(ii)

5.2.2

(i)

(ii)

5.2.3

(i)

(ii)

(iii)

(a)

(b)

(iv)

(a)

(b)

(c)

(I)

(II)

5.2.4

5.3

Conduct of AA Disputes

The Principal Shareholders shall procure that in case of any dispute or claim arising out of or in connection with any Ancillary Agreement (including as a result of a breach or termination of such Ancillary Agreement) between a Principal Shareholder (or its Affiliate) and a Group Company (an “AA Dispute”):

5.3.1

the Company shall as soon as reasonably practicable give written notice to the other Principal Shareholder (the “Conducting Shareholder”) stating reasonable details (to the extent known to the Company at the relevant time) of the nature of the AA Dispute, copies of any formal demand or complaint, the circumstances giving rise to it, and (if practicable) a bona fide estimate of any alleged loss (if applicable);

5.3.2

the Appointed Directors of the Conducting Shareholder shall be entitled to take such action on behalf of the Company as they shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability in connection with the AA Dispute, and the Appointed Directors of the other Principal Shareholder shall recuse themselves from any discussions of decisions in such regard (whether or not so required by Laws), and the presence of such Appointed Directors of the other Principal Shareholder shall not be required for to constitute a quorum of the Board for such purposes; and

5.3.3

the Group Companies shall allow the Conducting Shareholder to investigate the AA Dispute (including whether and to what extent any amount is or may be payable in respect thereof) and shall make available to the Conducting Shareholder all such information it may reasonably require.

5.4

5.5

5.6

5.6.1

(i)

(ii)

(iii)

(iv)

5.6.2

5.7

For the avoidance of doubt, nothing in Clause ‎5.2 or in any agreement between the Group and Sberbank (including its Affiliates) or any Financial Service Provider shall restrict any vendor or purchaser which uses the Group’s marketplace or online retail store from:

5.7.1

using any payment card as a means of payment solely on the basis of the issuing bank of such card; or

5.7.2

using any payment or financial services available to such vendors or purchasers; or

5.7.3

borrowing money from any third party; or

5.7.4

using any other means of payment for acquisition of any goods or services.

5.8

Principles of interaction in connection with the placement of the Advertising on the Company Resources

5.8.1

Subject to Clauses ‎5.8.2 and ‎5.8.3, the Company Resources shall incorporate the YNV Advertising Code and the installation of the Advertising Code of any third-party Advertising Network or use of any other code, software or technology, either owned and/or provided by the third party and/or by the Company, resulting in the placement of Advertising from any third-party Advertising Network shall not be allowed.

5.8.2

(x) Advertising Code of any third-party Advertising Network may be installed on the Company Resources and/or (y) other code, software or technology, either owned and/or provided by any third party and/or by the Company, and resulting in the placement of Advertising from any third-party Advertising Network could be used only if all of the following conditions are met:

(i)

the Group shall arrange for a tender procedure or any other procedure for solicitation of alternative proposals in respect of the Advertising Network no later than ** prior to the proposed start of integration with such Advertising Network;

(ii)

YNV (or its Affiliate) shall be entitled to take part in such procedure on an equal footing with any third-party provider of the Advertising Network (each, a "Third-Party Advertising Network Provider");

(iii)

where a Third-Party Advertising Network Provider selected by the Company pursuant to such procedure offers commercial terms and conditions of cooperation that are more favourable to the Group than the terms and conditions of the Yandex Advertising Network, YNV (or its Affiliate) shall be entitled within ** from the date of such Third-Party Advertising Network Provider’s offer to match such terms and conditions, in which case the Advertising will continue to be placed on the Company Resources through the Yandex Advertising Network;

(iv)

if YNV (or its Affiliate) fails to match such terms and conditions:

(a)

the engagement of the relevant Third-Party Advertising Network Provider for integration with the Advertising Network shall be subject to prior approval by the Board as a Board Reserved Matter; and

(b)

no later than ** in advance of the relevant Board meeting, the CEO shall prepare and provide to the Board a memorandum setting out a detailed explanation of the rationale (including strategic considerations) for the Group for terminating cooperation with YNV and beginning cooperation with the third-party Advertising Network.

(v)

if the Board approves engagement of the relevant Third-Party Advertising Network Provider for integration with the Advertising Network as a Board Reserved Matter pursuant to Clause ‎5.8.2‎(iv)(a), the relevant contract with

(or terms of engagement of) such Third-Party Advertising Network Provider shall provide that the Third-Party Advertising Network Provider shall not:

(a)

make any public announcements in relation to its engagement by the Group;

(b)

use the Group’s name in its own advertising or promotion;

(c)

advertise or promote any of its products or services analogous to Yandex Services:

(I)

to or among the Group’s customers on the Group’s properties; or

(II)

to or among any users of the Company Resources that came to the Company Resources through any promotion channel contemplated by clause 4 of the Technology Agreement (other than any such users who had visited the Company Resources at least once in the six-month period prior to their first visit of the Company Resources through such Promotion Channel).

5.8.3

Without prejudice to Clauses ‎5.8.1 and ‎5.8.2 above, the Company may, in order to improve the Company Services and/or the Company Resources, and in preparation for the procedures described in Clause ‎5.8.2 above, conduct experiments related to the installation of an Advertising Code of a third-party Advertising Network on the Company Resources (each, an “AdvServices Experiment”), provided all of the following conditions are satisfied:

(i)

the AdvServices Experiment will not account for more than ** of the monthly Traffic of the Company Resource and/or Resource element (and all such AdvServices Experiments running simultaneously in any calendar month may not account for more than ** of the monthly Traffic of the Company Resource and/or the Company Resource element);

(ii)

the duration of an AdvServices Experiment in respect of any Third-Party Advertising Network Provider will be limited, and, in any case, may not exceed ** in aggregate within a calendar year in respect of such Third-Party Advertising Network Provider; and

(iii)

the Company shall notify the Principal Shareholders of an AdvServices Experiment in advance, but, in any event, at least ** before the beginning of the AdvServices Experiment. Such notice shall include the identity of the Third-Party Advertising Network Provider and any other persons participating in the AdvServices Experiment (including when the Advertising Code is not owned by the Third-Party Advertising Network Provider).

5.9

Principles of interaction in connection with the installation of Web Counters on the Company Resources

5.9.1

The Yandex Web Counter (as defined in Clause ‎5.9.2(i)) shall be installed on the Company Resources. In addition to the Yandex Web Counter, the Company or its Subsidiaries may also install the Sberbank Web Counter (as defined in Clause ‎5.9.2(ii)) and/or the Company Web Counter (as defined in Clause ‎5.9.2(iii))

on the Company Resources. No other Web Counters may be installed on any Company Resources, except as otherwise provided for in Clause ‎5.9.3.

5.9.2

A Web Counter installed on the Company Resources shall meet the following criteria:

(i)

In the case of the Web Counter of YNV and/or its Affiliates:

(a)

such Web Counter shall not have access to the Sberbank Data; and

(b)

such Web Counter (i) shall have been developed by YNV and/or its Affiliates independently and is not a version, a modification and/or other adaptation of any Web Counters owned by any third party (including Google and Facebook) or (ii) if developed by a third party, shall have been assigned or exclusively licensed to YNV and/or its Affiliates, subject to compliance with Clause ‎5.15

(the “Yandex Web Counter”);

(ii)

In the case of the Web Counter of Sberbank and/or its Affiliates:

(a)

such Web Counter shall not have access of the Yandex Data; and

(b)

such Web Counter (i) shall have been developed by Sberbank and/or its Affiliates independently and is not a version, a modification and/or other adaptation of any Web Counters owned by any third party (including Google and Facebook), or (ii) if developed by a third party, shall have been assigned or exclusively licensed to Sberbank and/or its Affiliates, subject to compliance with Clause ‎5.15

(the “Sberbank Web Counter”);

(iii)

In the case of the Company Web Counter:

(a)

such Web Counter shall not have access to the Yandex Data or the Sberbank Data; and

(b)

such Web Counter (i) shall have been developed by the Company and/or its Subsidiaries independently and is not a version, a modification and/or other adaptation of any Web Counters owned by third parties (including Google and Facebook), or (ii) if developed by a third party, shall have been assigned or exclusively licensed to the Company and/or its Subsidiaries, subject to compliance with Clause ‎5.15

(the “Company Web Counter”).

5.9.3

Notwithstanding Clauses ‎5.9.1 and ‎5.9.2 above and subject to Clause ‎5.9.4 below, a third-party Web Counter may be installed on the Company Resources, in the following cases:

(i)

in case of a Permitted Web Counter, on a mobile application if such mobile application constitutes a Company Resource, provided that in addition to such Web Counter, the Yandex Web Counter shall also be installed on such mobile application. In addition to the Yandex Web Counter, the Sberbank Web Counter may also be installed on such Company Resource;

(ii)

in case of a Permitted Web Counter, in the event the placement of such Web Counter is required for the monitoring of the efficiency of the Company Advertising placement, provided that such Web Counter will not have access to the Yandex Data or the Sberbank Data, and will be placed (used) solely on the page (section) of the Company Service and/or Company Resource, to which the Internet users are redirected when interacting with the Company Advertising;

(iii)

in the event the placement of a third-party Web Counter is effected for the purposes of an experiment conducted by the Company on the Company Resources and/or Company Services, provided that all of the following conditions are satisfied:

(a)

such experiment shall not account for more than ** of the monthly Traffic and/or audience of the Company Resource and/or Company Resource element (and all such experiments running simultaneously in any calendar month may not account for more than ** of the monthly Traffic and/or audience of the Company Resource and/or the Company Resource element);

(b)

the duration of an experiment in respect of such third-party Web Counter will be limited, and, in any case, may not exceed any ** in aggregate within a calendar year in respect of such third party Web Counter; and

(c)

the Company shall notify the Principal Shareholders of an experiment in advance, but, in any event, not less than ** before the beginning of the experiment. It being understood that such notification shall include the identity of the third party that owns the relevant Web Counter.

5.9.4

For the purposes of Clause ‎5.9.3, a “Permitted Web Counter” means any Web Counter owned by Facebook, Google, Criteo (remarketing network), Adjust (for mobile applications) or iTunes Connect (for mobile applications). The list of Permitted Web Counters may be amended based on a reasoned request of a Principal Shareholder or the Company in accordance with the following procedure:

(i)

any amendment to the list of the Permitted Web Counters shall be subject to prior approval by the Board as a Board Reserved Matter; and

(ii)

no later than ** in advance of the relevant Board meeting, the Company or the relevant Principal Shareholder shall prepare and provide to the Board a reasoned request setting out a detailed explanation of the rationale (including strategic considerations) for the proposed amendment of the list of the Permitted Web Counters.

5.10

Principles for the Distribution of the Company Advertising

5.10.1

The Company may from time to time place Company Advertising using the Promotion Channels owned and/or provided by any third party (a “Third-Party Promotion Channels Provider”), provided that the Parties shall ensure that the following procedure is complied with (other than in case of any advertising services

as placed with Third-Party Promotion Channels Providers as of the date of this Agreement):

(i)

the Company shall notify the Principal Shareholders of its intention to place Company Advertising using new Third-Party Promotion Channels Provider and the relevant terms of the Third-Party Promotion Channels Provider offer;

(ii)

YNV (or its Affiliate) shall be entitled to provide its offer in respect of placing such Company Advertising. In case a Promotion Channel can only be provided to the Company by YNV (or its Affiliate) in an agent capacity or through an advertising reseller, Sberbank (or its Affiliate), including in an agent capacity or through an advertising reseller, shall also be entitled to provide its offer in respect of placement of the Company Advertising through such Promotion Channel; and

(iii)

within ** from the date of the Company’s written notice pursuant to Clause ‎5.10.1‎(i), YNV (or its Affiliate) shall be entitled to match an offer of a Third-Party Promotion Channels Provider or of Sberbank (if allowed pursuant to Clause ‎5.10.1‎(ii)) in respect of the relevant Promotion Channel(s), whichever offer is selected pursuant to a tender procedure or any other procedure for solicitation of alternative proposals in respect of the relevant Promotion Channel(s), provided thе matching offer of YNV (or its Affiliate) is “equivalent” to the offer of a Third-Party Promotion Channels Provider or Sberbank (as the case may be), in which case the Company shall place such Company Advertising with YNV (or its Affiliate).

5.10.2

The Parties shall separately agree on what constitutes an “equivalent” matching offer for the purposes of Clause ‎5.10.1(iii), having regard to, among other things, the audience of the relevant Company Advertising, (if applicable) CTR and the offer price.

5.10.3

In case YNV (or its Affiliate) fails to match the offer, the relevant contract entered into by the Company with (or terms of engagement of) the Third-Party Promotion Channels Provider shall provide that the Third-Party Promotion Channels Provider shall not:

(i)

make any public announcements in relation to the provision of any services to the Group;

(ii)

use the Group’s name in its own advertising or promotion, other than to advertise or promote specific products and/or services provided to the Group by such Third-Party Promotion Channels Provider;

(iii)

advertise or promote any of its products or services analogous to Yandex Services:

(a)

to or among the Group’s customers on the Group’s properties; or

(b)

to or among the users of the Company Resources, which came to the Company Resources through any promotion channel contemplated by clause 4 of the Technology Agreement (other than any such users who had visited the Company Resources at least once in the six-month

period prior to their first visit of the Company Resources through such Promotion Channel).

5.11

Principles of interaction in connection with the use of Logins in the Company Services and the Company Resources

5.11.1

In providing the Company Services, the Company, and its Subsidiaries shall use the Login infrastructure of YNV (and/or its Affiliates) (“Яндекс.Паспорт” or another Login infrastructure of YNV (and/or its Affiliates), which may be developed in the future), where the set of authorization methods and options are determined by YNV (and/or its Affiliates).

5.11.2

In the event the Company decides to use another Login infrastructure instead of the Login infrastructure of YNV (and/or its Affiliates), in providing the Company Services as described in Clause ‎5.11.1, the Company and its Subsidiaries (i) shall use the Logins of Sberbank and the Logins of YNV (and/or its Affiliates) or (ii) may use the Logins of third parties (other than any Restricted Party, unless the Principal Shareholders agree otherwise) and/or the Logins of the Company. If the Logins of Sberbank, the Logins of the Company, and/or the Logins of such third parties are so used, the Company shall ensure "end-to-end identification" between such Logins and the principal Login of YNV (and/or its Affiliates), or otherwise ensure the link between such Logins and the principal Login of YNV (and/or its Affiliates), which is compatible with, and accounts for, the Login infrastructure of YNV (and/or its Affiliates). The Parties acknowledge and agree that YNV may refuse "end-to-end identification" or other link between the Login of YNV (and/or its Affiliates) and any other Login (including the Logins of Sberbank) in case such actions require unreasonable development costs or may jeopardize information security of the Yandex Services, in which case the Login infrastructure of YNV (and/or its Affiliates) shall be used in accordance with Clause ‎5.11.1.

5.12

Principles of cooperation in connection with the Yandex Promotion and the Sberbank Promotion

5.12.1

The Company shall carry out the Yandex Promotion and the Sberbank Promotion by means and on the terms to be determined in the relevant contracts between the Company and YNV (or its Affiliate) and between the Company and Sberbank (or its Affiliate) respectively.

5.12.2

Without prejudice to Clause ‎5.12.1 above, the Company and its respective Subsidiaries shall place on each page and/or in each element of the Company Services and/or the Company Resources, a clickable link(s) directing the users, partners and/or customers of the Company Services to the Yandex Resource(s) (at YNV’s choice) and the Sberbank Resource(s) (at Sberbank’s choice) (each, a “Link”).

5.12.3

Notwithstanding the foregoing, the placement of each Link shall be carried out subject to design and product policy requirements of the Company and/or content of the respective Company Service and/or Company Resource. If the Company concludes in good faith that the proposed placement of a Link does not comply with such requirements, the Company is entitled to refuse the placement of such Link.

5.13

Principles of cooperation in connection with Loyalty Programs

5.13.1

The Company shall participate in the Yandex Loyalty Program on the terms and conditions to be determined in an agreement between the Company and YNV (or its relevant Affiliate) based on the following principle: the terms and conditions for participation of the Company in the Yandex Loyalty Program (including in respect of the availability and amount of reimbursement of the Company’s costs for participation in the Yandex Loyalty Program) will be analogous to the terms of participation of other Yandex Services in the Yandex Loyalty Program.

5.13.2

The Company shall participate in the Sberbank Loyalty Program on the terms and conditions to be determined in an agreement between Sberbank (or its relevant Affiliate) and the Company.

5.14

Promotion Ancillary Agreements

The Principal Shareholders and the Company shall procure that the following agreements are entered into as soon as practicable following the date of this Agreement (unless entered into before that):

5.14.1

agreement(s) in respect of promotion of YNV (and/or its Affiliate) by the Group; and

5.14.2

agreement(s) in respect of promotion of Sberbank by the Group.

Neither the Company, nor any of its Subsidiaries shall resell or grant access to any third parties (other than to any Group Companies) to services obtained by the Company pursuant to any of the Ancillary Agreements, except if such resale or grant of access are expressly permitted under such Ancillary Agreements.

5.15

Data

In connection with the placement of the Advertising on the Company Resources and further development of the Company Services, the Company shall not:

5.15.1

sell or otherwise transfer any Yandex Data or Sberbank Data received by the Company to any third party;

5.15.2

sell or otherwise offer any services which will be based on or will use any Yandex Data or Sberbank Data; and

5.15.3

sell or otherwise transfer the Company Data to any third party, save for YNV or Sberbank (or their respective Affiliates), subject to compliance with the rules provided for in the respective Data Sharing Agreement, and subject to Clause ‎5.10 above.

5.16

SLA of the Technology Agreement

The Principal Shareholders and the Company agree that during six (6) months following the date of this Agreement, the Russian OpCo and Yandex LLC will negotiate in good faith amendments to the Service Level Agreement (set out in Part 3 of Schedule 2 to the Technology Agreement). Following the expiration of such six-month period, the CTO shall report to the Directors the outcomes of such negotiations.

5.17

Yandex and Sberbank ecosystems

Recognising the unique ties between the Group and Yandex consumer ecosystem, the Parties agree that they have an aspiration to preserve such ties between the Group and

Yandex consumer ecosystem and maintain the Group within the Yandex and Sberbank ecosystems.

Budgets, Business Plans and financial information

6.1

Accounting principles

The Shareholders agree that the Company shall initially prepare its and the Group’s consolidated financial statements in accordance with US GAAP, although the accounting principles in accordance with which the Company prepares such financial statements may be changed by the Board from time to time, provided that, unless required by Law, the Board shall not implement any change to the accounting principles which may prejudice the ability of the Company to implement an IPO or a Qualified IPO.

6.2

Information

6.2.1

The Shareholders agree that the Company shall prepare and shall submit to the Principal Shareholders:

(i)

annual audited consolidated accounts of the Group prepared in accordance with US GAAP, confirmed by the Auditor – **

(ii)

annual audited consolidated accounts of the Group (consisting solely of consolidated statement of financial position, consolidated statement of comprehensive income, consolidated statement of changes in equity, without notes thereto, information on operations with related parties), all in the format provided by Sberbank (and taking into consideration the materiality threshold of the Sberbank’s group) prepared in accordance with IFRS with:

(a)

preliminary draft accounts (consisting of consolidated statement of financial position, consolidated statement of comprehensive income, and consolidated statement of changes in equity, without notes thereto, and excluding information on operations with related parties) ** and

(b)

audited and confirmed by Auditor accounts – **.

It is understood and agreed that the audit of the annual consolidated accounts of the Group shall be performed by Auditors acting as a component auditor under Sberbank auditor’s referral instructions. Referral instructions will be pre-agreed by the Auditors and the component auditor in due course;

(iii)

quarterly consolidated accounts of the Group prepared in accordance with US GAAP, including a statement of income, balance sheet and statement of cashflow, each reviewed by the Auditors and confirmed by the Auditor – within ** of the end of the calendar quarter to which they relate;

(iv)

quarterly consolidated accounts of the Group (consisting solely of consolidated statement of financial position, consolidated statement of comprehensive income, consolidated statement of changes in equity, without notes thereto, information on operations with related parties), all in the format provided by Sberbank, (and taking into consideration the materiality threshold of the Sberbank’s group) prepared in accordance with IFRS,

reviewed and confirmed by the Auditors – ** of the end of the calendar quarter to which they relate, save for the first and second calendar quarters of 2018 for which the quarterly consolidated accounts of the Group shall be reviewed and confirmed by Auditors ** of the end of the respective quarter. It is understood and agreed that the review of the quarterly consolidated accounts of the Group shall be performed by Auditors acting as a component auditor under Sberbank auditor’s referral instructions. Referral instructions will be pre-agreed by the Auditors and the component auditor in due course;

(v)

a quarterly report on the consolidated financial and trading position and affairs of the Group (consisting solely of a statement of income), including performance against the Business Plan and Budget prepared by the CEO in the form to be determined by the Board – ** of the end of each calendar quarter;

(vi)

monthly unaudited consolidated management accounts of the Group (prepared in accordance with IFRS) in the format agreed by the Principal Shareholders and contained on a DVD initialled for identification purposes by legal advisors of each of the Principals – ** of the end of each month (starting from the month ending on 31 March 2018);

(vii)

a copy of all financial statements and accounts that are required by Laws to be prepared by any Group Company for statutory or Taxation purposes – at the same time when they are due to be filed with the relevant governmental or Tax Authorities; and

(viii)

such other information relating to the Business or financial condition of the Company or of any Group Company as any Principal Shareholder may reasonably require to enable it and/or its Affiliates to comply with applicable Laws, requests from governmental or regulatory bodies to which it is subject, Tax and reporting and information requirements – within a reasonable period of time following such request for the information.

6.2.2

The Shareholders agree that the Company shall engage a Big Four Firm to prepare an appraisal for the purposes of purchase price allocation (PPA) for the subsequent use for the purposes of preparation of the reports listed in Clause ‎6.2.1. The timing and scope of work for such appraisal shall be agreed by the Shareholders promptly following Closing.

6.2.3

Sberbank shall compensate to the Company the IFRS Costs, provided that if the Company adopts the IFRS as its primary financial reporting standards in respect of consolidated accounts of the Company and its subsidiaries (other than solely for statutory reporting purposes) Sberbank shall no longer compensate any future IFRS Costs to the Company.

6.2.4

The Company shall at all times procure that the Group provides each Principal Shareholder with the same information in respect of the affairs of the Group as provided by the Group to the other Principal Shareholder (other than, for the avoidance of doubt, information provided pursuant to terms of any Ancillary Agreement).

6.2.5

Without limiting the generality of Clause ‎6.2.3 and in addition to the rights set out in Clause ‎15.2 relating to the provision of information to the Board, a Principal Shareholder (the “Requesting Shareholder”) acting through its Appointed Director may, at its own expense, at all reasonable times and after giving reasonable notice to the Company and the other Principal Shareholder (who, at its own expense, shall be provided by the Group with the same information as the Requesting Shareholder):

(i)

discuss the affairs, finances and accounts of the Group with the Management Team;

(ii)

inspect and make copies of all books, records, accounts and documents relating to the Business and the affairs of the Group; and

(iii)

provide a certificate signed by the CEO of the Principal Shareholder to require that the books and records of any Group Company be audited up to once per calendar year by a Big Four Firm auditor (other than the Auditor) appointed by such Principal Shareholder (such auditor being bound by customary confidentiality obligations). The Parties shall procure that each Group Company provides such cooperation as is reasonably sought by any such auditor in performing such audit.

6.3

Approval of Subsequent Business Plans and Budgets

6.3.1

The Parties shall procure that, no later than ** of each Financial Year (starting from 2018), the CEO prepares:

(i)

a Subsequent Business Plan for the period of the **; and

(ii)

a Budget for the Group for the **,

and submits them to the Board for approval. The Board shall have ** from the date it receives such Subsequent Business Plan and such Budget to decide whether or not to approve each of them, subject to such amendments as the Board agrees to be appropriate. In the event that the Board rejects any such Subsequent Business Plan and/or the Budget, the CEO shall have a further period of ** to submit a revised Subsequent Business Plan and/or a revised Budget. The Board shall have a further period of ** from the date it receives such revised Subsequent Business Plan and/or such revised Budget to decide whether or not to approve it, subject to such amendments as the Board agrees to be appropriate.

6.3.2

The Parties shall procure that each Subsequent Business Plan (based on the amounts prepared under IFRS or in a form comparable with the relevant IFRS Accounts) shall include the following in relation to each of the relevant Financial Years:

(i)

(ii)

(iii)

(iv)

(v)

6.3.3

The Parties shall procure that each Budget (based on the amounts prepared under IFRS or or in a form comparable with the relevant IFRS Accounts) shall include the following in relation to the relevant Financial Year:

(i)

(ii)

(iii)

(iv)

(v)

(vi)

The Shareholders agree that the Company shall prepare and shall submit for each Board meeting (but no more than once a quarter) an updated forecast of the selected line items of the Budget based on the actual performance of the Group.

6.3.4

If in any Financial Year:

(i)

a Subsequent Business Plan is not approved, the expenditures section of the last approved Business Plan for the relevant upcoming Financial Year shall apply, save that each relevant item of expenditure shall be increased by no more than ** unless and until the new Subsequent Business Plan is approved; and/or

(ii)

a Budget is not approved, the expenditures section of the previous Financial Year Budget shall continue to apply, save that each relevant item of expenditure shall be increased by no more than ** unless and until the new Budget is approved.

(iii)

PART D – MANAGEMENT AND CONTROL

Powers and duties of the Board of Directors

7.1

The Board shall be responsible for the supervision and overall management of the Business of the Group:

7.1.1

in accordance with the Business Plan and Budget; and

7.1.2

in the interests of the Shareholders collectively so as to maximise the Group’s equity value, without regard to the individual interests of any of the Shareholders.

7.2

The Board shall be responsible for deciding all matters in relation to the Business of the Group other than any Shareholder Reserved Matters.

7.3

The Board shall review all the information which the Management Team provides it in accordance with Clause ‎15.2 and shall ensure that the Management Team competently fulfil their duties in accordance with Clause ‎15.1.

Board Reserved Matters

8.1

Subject to the provisions of Clauses ‎24 and ‎25.2.2, the Shareholders shall procure so far as they lawfully can that no action is taken or resolution passed by the Company or any Group Company, and the Company shall not take, and shall procure that no Group Company shall take, any action in respect of those matters set out in Error! Reference source not found. (the “Board Reserved Matters”) without the prior written approval of:

8.1.1

(unless Sberbank Nominee is a Transferring Shareholder and Clause ‎25.2.2 applies) for so long as Sberbank (together with its Affiliates) holds:

(i)

** in the share capital of the Company or more, at least two Sberbank Directors; and

(ii)

less than ** but more than ** in the share capital of the Company, at least one Sberbank Director; and

8.1.2

(unless YNV is a Transferring Shareholder and Clause ‎25.2.2 applies) for so long as YNV (together with its Affiliates) holds:

(i)

** in the share capital of the Company or more, at least two YNV Directors; and

(ii)

less than ** but more than ** in the share capital of the Company, at least one YNV Director,

(the “Board Super Majority”).

8.2

Once the Board has passed a resolution in relation to a Board Reserved Matter, the matter shall be referred to the Company or relevant Group Company (as the case may be) for implementation.

8.3

A series of related transactions shall be construed as a single transaction, and any amounts involved in the related transactions shall be aggregated, to determine whether a matter is a Board Reserved Matter.

Appointment of Directors

9.1

Number and identity of appointees

9.1.1

Unless the Principal Shareholders agree otherwise in writing, the Board shall comprise seven Directors.

9.1.2

Subject to Clause ‎10.3:

(i)

Sberbank Nominee shall appoint, for so long as Sberbank (together with its Affiliates) holds:

(a)

no less than ** in the share capital of the Company or more:

(I)

one Director who is an Independent Director (the “Sberbank Independent Director”); and

(II)

two Directors who do not need to be Independent Directors (the “Sberbank Directors”);

(b)

less than **, but no less than ** in the share capital of the Company, the Sberbank Independent Director and one Sberbank Director; and

(c)

less than **, but no less than ** in the share capital of the Company, the Sberbank Independent Director;

(d)

less than **, but no less than ** in the share capital of the Company, one representative to attend all meetings of the Board in a nonvoting observer capacity. The Company shall give such observer copies of all notices, minutes, consents, and other materials that it provides to the Directors at the same time and in the same manner as provided to the Directors; provided, however, that such observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further that the Company reserves the right (subject to a decision of a simple majority of Directors) to withhold any information and to exclude such observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such observer is or becomes engaged (whether as a shareholder, employee or director) or interested in any business which is of the same type as the Core Business (other than any passive shareholding of not more than ** of the outstanding shares of any company);

(ii)

YNV shall appoint, for so long as YNV (together with its Affiliates) holds:

(a)

no less than ** in the share capital of the Company or more:

(I)

one Director who is an Independent Director (the “YNV Independent Director”); and

(II)

two Directors who do not need to be Independent Directors (the “YNV Directors”);

(b)

less than **, but no less than **in the share capital of the Company, the YNV Independent Director and one YNV Director; and

(c)

less than **, but no less than ** in the share capital of the Company, the YNV Independent Director;

(d)

(iii)

subject to Clause ‎9.1.2‎(iv), the Principal Shareholders shall procure that the CEO (as may change from time to time) shall always be appointed as a Director until completion of the Private Placement;

(iv)

following completion of the Private Placement:

(a)

the CEO shall resign and be removed from his position of Director; and

(b)

the Additional Investor shall appoint one Director.

9.1.3

From the date of this Agreement, the Board shall consist of:

(i)

Sberbank Directors: ** and **

(ii)

Sberbank Independent Director: **

(iii)

YNV Directors: **and **

(iv)

YNV Independent Director: **; and

(v)

9.2

Competency of proposed Directors. Appointment Disputes

9.2.1

Where a Principal Shareholder (or the Additional Investor) is entitled to appoint a new Director in accordance with this Agreement or the Articles it shall:

(i)

take reasonable steps to ensure that its appointee is able to perform his/her duties competently; and

(ii)

at least ** prior to the intended date of an appointment, (to the extent reasonably practicable) notify the other (or each) Principal Shareholder (and the Additional Investor, if applicable) of the name, qualifications, experience and intended date of appointment of the person it intends to appoint as a Director (except in the case of the first Directors named in Clause ‎9.1.3).

9.2.2

Any appointment of an Appointed Director by a Principal Shareholder (the “Appointing Shareholder”) (except in the case of the first Directors named in Clause ‎9.1.3) shall be subject to prior consent of the other Principal Shareholder (the “Consenting Shareholder”). If the Consenting Shareholder:

(i)

elects not to give its consent in respect of such appointment, the Consenting Shareholder shall, within ** following receipt of the notice under Clause ‎9.2.1(ii), send a notice signed by its Chief Executive Officer (or in case where Sberbank Nominee is the Consenting Shareholder, the Chief Executive Officer of Sberbank) to the Chief Executive Officer of the Appointing Shareholder (or in case where Sberbank Nominee is the Appointing Shareholder, the Chief Executive Officer of Sberbank) setting out the reasons why consent in respect of such appointment is not given (the “CEO Notice”); or

(ii)

does not send the CEO Notice within ** following receipt of the notice under Clause ‎9.2.1(ii), it shall be deemed to have consented to the appointment of the relevant Appointed Director.

9.2.3

If the Consenting Shareholder sends a CEO Notice under Clause ‎9.2.2(i), the Principal Shareholders shall, as soon as practicable following the date of the CEO Notice, refer the relevant dispute in respect of appointment of the Appointed Director (the “Appointment Dispute”) to the Chief Executive Officers of the Principals.

9.2.4

If the Chief Executive Officers of the Principals are unable to reach agreement on the Appointment Dispute within ** of it being referred to them, the Appointing Shareholder shall send a notice to the Consenting Shareholder setting out the names of three alternative candidates to the position of an Appointed Director, including their qualifications, experience and intended date of appointment. If the Consenting Shareholder:

(i)

notifies the Appointing Shareholder of its choice in favour of one of the three candidates within ** following the date of such notice from the Appointing Shareholder, the relevant chosen candidate shall be appointed as the Appointed Director; or

(ii)

does not notify the Appointing Shareholder of its choice in favour of any of the candidates within ** following the date of such notice from the Appointing Shareholder, the Appointing Shareholder shall be free (by sending a notice to the Consenting Shareholder and the Company) to appoint any of the relevant three candidates as the Appointed Director,

and, in each case, the relevant Appointment Dispute shall be deemed to have been resolved.

9.3

Other directorships. Conflict of interest

Each Director shall declare himself/herself free from any conflict of interests relevant in his/her capacity as a Director and shall disclose to the Board information on any his/her engagement (whether as a shareholder, director, employee or otherwise) or Interest in any business which is of the same type as the Core Business:

9.3.1

upon his/her appointment as a Director, in the case of any such engagement or Interest held at the time of appointment; or

9.3.2

as soon as reasonably practicable, but in any event no later than at the next Board meeting, in the case of any new engagement or Interest during their period of service with the Company.

Replacement and removal of Directors

10.1

A Director may be removed as a director of the Company at any time:

10.1.1

subject to Clause ‎10.3, by notice in writing to the Company by the Principal Shareholder or the Additional Investor (as the case may be) who appointed him/her;

10.1.2

by notice in writing to the Company by any Principal Shareholder where such Director is an Unsuitable Director; or

10.1.3

subject to Clause ‎10.3, if he/she becomes engaged (whether as a shareholder, director, employee or otherwise) or interested in any business which is of the same type as, or substantially similar to, the Core Business (other than any passive shareholding of not more than three per cent. of the outstanding shares of any company), by a simple majority of the Board upon a request from any Principal Shareholder,

and the Principal Shareholder (or the Additional Investor, as applicable) that appointed such Director shall promptly remove such Director from his/her position and shall promptly appoint another Director in his/her place in accordance with Clause ‎9 and the Articles.

10.2

A Principal Shareholder (or the Additional Investor, as applicable) whose appointee has either been removed or has resigned as a Director shall fully indemnify and hold harmless the other Shareholders and the Group against all Losses incurred by the other Shareholders and/or the Group in respect of any claim made as a result of the removal or resignation of the Director.

10.3

Subject to Clause ‎10.1.2, no Director (whose name is set out in Clause ‎9.1.3) may be removed or replaced, prior to the earlier of:

10.3.1

the ** anniversary of Closing; or

10.3.2

the date which is ** from completion of a Private Placement,

unless:

10.3.3

the Principal Shareholders agree otherwise;

10.3.4

in the event of such Director’s death or incapacity; or

10.3.5

in the case of the CEO:

(i)

where the CEO has been replaced in accordance with this Agreement (and a new CEO is to be appointed as a Director under Clause ‎9.1.2(ii)(d)); or

(ii)

the Additional Investor becomes entitled to appoint a Director under Clause ‎9.1.2(iv)(b).

Chair

11.1

The Chair shall chair all meetings of the Board at which he/she is present but shall not have a casting vote. The Chair shall ensure that all relevant papers for any Board meeting are properly circulated in advance and that all such Board meetings are quorate.

11.2

The Board shall decide by majority vote who shall act as Chair.

11.3

Board meetings shall be chaired by the Chair if he/she is present. If the Chair is not present at any Board meeting, the Directors present may appoint any one of their number to act as Chair for the purpose of the meeting.

Director remuneration

Any Director who incurs expenses in fulfilling their duties as a Director shall be entitled to have such reasonable expenses reimbursed by the Company. Otherwise (but without prejudice to any remuneration payable to a Director in respect of executive duties carried out under any separate service agreement with the Group) the Directors (other than Independent Directors) shall not be entitled to receive any remuneration by way of salary, commission, fees or otherwise in relation to the performance of their duties as Directors. The remuneration of the Independent Directors shall be subject to decision of the Principal Shareholders.

Board meetings

13.1

Frequency

The Board shall decide how often Board meetings shall take place provided that:

13.1.1

they are held at least ** unless the Board Super Majority agrees otherwise; and

13.1.2

any Director or the CEO may convene a Board meeting on notice in accordance with Clause ‎13.3.1.

13.2

Place

13.2.1

All Board meetings shall be held in Amsterdam, unless the majority of Directors agree otherwise, taking into account the respective Tax considerations of the Group and each of the Principal Shareholders and their Affiliates.

13.2.2

Any one or more Directors may participate in and vote at meetings of the Board through the medium of telephone conference or a similar form of communication equipment provided that all persons participating in the meeting are able to hear and speak to each other throughout the meeting and the meeting is initiated in the Netherlands. A Director so participating shall be deemed to be present in person at the meeting and shall be counted in the quorum. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chair is present.

13.2.3

In the case of a Board action by written circular resolution, any Director may vote by returning such circular resolution, duly completed and signed, to such person as is designated by the Chair within five (5) Business Days from the date on which such circular resolution is distributed. A circular resolution shall be considered duly taken in respect of any resolution if Directors representing a quorum exercise their vote (whether in favour, against or by way of abstention) in respect of such resolution in a written resolution duly completed and returned in accordance with this Clause ‎13.2.3.

13.3

Notice/agenda

13.3.1

** notice by email or courier shall be given to each of the Directors of all Board meetings, except where a Board meeting is adjourned under Clause ‎13.4 or where a Board Super Majority agree to a shorter notice period and all the Directors are notified of the shorter notice period.

13.3.2

** of the date of such notice, any Shareholder or Director may propose an item for inclusion in the agenda together with a related resolution to be proposed at such Board meeting.

13.3.3

** before a meeting, a reasonably detailed agenda shall be sent to each of the Directors by email or courier which shall:

(i)

specify whether any Board Reserved Matters are to be considered; and

(ii)

be accompanied by any relevant papers.

13.3.4

Each Principal Shareholder (or the Additional Investor, as applicable) shall use its reasonable endeavours to ensure that at least one Director appointed by it attends each Board meeting.

13.3.5

Any Director may invite a member of the Management Team to attend a meeting of the Board unless such meeting is to discuss any such person’s remuneration, appraisal or performance.

13.4

Quorum

13.4.1

Without prejudice to Clause ‎8 and subject to Clauses ‎5.3.2 and ‎25.2.2, the quorum at a Board meeting shall be four Directors, including:

(i)

(unless Sberbank Nominee is a Transferring Shareholder and Clause ‎25.2.2 applies) for so long as Sberbank (together with its Affiliates) holds at least 11.25 per cent. of the share capital of the Company, at least one Sberbank Director, and

(ii)

(unless YNV is a Transferring Shareholder and Clause ‎25.2.2 applies) for so long as YNV (together with its Affiliates) holds at least 11.25 per cent. of the share capital of the Company, at least one YNV Director.

13.4.2

If a quorum is not present within half an hour of the time appointed for the meeting or if a quorum ceases to be present during the course of the meeting, the Director(s) present shall adjourn the Board meeting to a specified place and time not less than ** after the original date, where the quorum shall be any four Directors (for the avoidance of doubt, without prejudice to Clause ‎8).

13.4.3

Notice of the adjourned Board meeting shall be given to all of the Directors.

13.5

Voting. Resolutions. Minutes

13.5.1

Subject to the other provisions of this Agreement (including Clause ‎8.1):

(i)

at any Board meeting each Director shall have one vote, save for, for the whole duration of an Appointment Dispute, the Appointed Director(s) of the Appointing Shareholder shall always have the same number of votes as all Appointed Directors of the Consenting Shareholder; and

(ii)

decisions at Board meetings shall be taken by a simple majority of the votes of all Directors.

13.5.2

Minutes of each Board meeting and copies of all resolutions of the Board shall be circulated to each Director. Simultaneous notes of any meeting of the Board shall be made by a person present at such meeting designated by the Chair.

Committees of Directors

14.1

Any Board committee shall always be constituted by the Board on the following basis:

14.1.1

for so long as a Principal Shareholder (together with its Affiliates) holds at least ** of the share capital of the Company, it shall be entitled to appoint at least one member to each Board committee; and

14.1.2

for so long as YNV (together with its Affiliates) holds at least ** of the share capital of the Company, YNV shall be entitled to appoint a majority of members to each of the Board committees.

14.2

The Principal Shareholders shall procure that the Board shall constitute the Compensation Committee as soon as practicable following the date of this Agreement consisting of the following members:

14.2.1

**;

14.2.2

** and

14.2.3

14.3

For so long as a Principal Shareholder (together with its Affiliates) holds at least **

14.4

of the share capital of the Company, the quorum for the Compensation Committee meeting shall include at least one member appointed by such Principal Shareholder.

14.5

Decisions of the Compensation Committee shall be taken by a simple majority, provided that if a Sberbank Nominee member does not vote in favour of any decision of the Compensation Committee, the relevant matter shall be decided by the Board and the Principal Shareholders shall procure that no Group Company shall take any action in respect of such matter until the relevant Board decision.

Management Team. Corporate secretary

15.1

Authority and accountability of the Management Team

The day-to-day affairs of the Group, including relevant business and operational matters, shall be run by the Management Team under the supervision of the Board:

15.1.1

in accordance with the Business Plan and Budget; and

15.1.2

subject to applicable Law, in the interests of the Shareholders collectively so as to maximise the Group’s equity value, without regard to the individual interests of any of the Shareholders,

provided that the Management Team shall not take any decision in relation to (a) any of the Shareholder Reserved Matters without the prior approval of both Principal Shareholders and (b) any of the Board Reserved Matters without the prior approval of a Board Super Majority. For the avoidance of doubt (and without prejudice to Clause ‎5.17), the Management Team shall only report to, and take direction from, the Board (acting collectively as the Board) and not either Principal Shareholder directly or any individual member of the Board.

15.2

CEO to provide information to the Board

The CEO shall provide information to the members of the Board on an equal and timely basis and shall not separately disclose information relating to the Business to any Shareholder or any Affiliate of a Shareholder or any other person unless required by the Laws and then only after informing the Board and the Shareholders (unless legally prohibited from doing so) of the requirement to make such disclosure.

15.3

Pre-Agreed Deputies

As soon as reasonably practicable following the date of this Agreement (and following any removal of any of the CEO and CFO), the Principal Shareholders shall agree on the Pre-Agreed Deputies for each of the CEO and CFO.

15.4

Corporate secretary

The Board may delegate certain authorities in relation to operation of the day to day affairs of the Company to a corporate secretary of the Company (save for any Board Reserved Matter).

15.5

Conflicts of interest policy

The Principal Shareholders shall instruct their respective Appointed Directors to consider the adoption by the Board of a policy setting out conflict of interest and non-competition rules applicable to officers of the Group Companies.

Meetings of Shareholders

General meetings of Shareholders (algemene vergadering van aandeelhouders) of the Company shall be held at least once per calendar year and shall take place in accordance with the applicable provisions of the Articles, including the following provisions:

16.1

the quorum shall be one duly authorised representative of each Principal Shareholder;

16.2

each Principal Shareholder shall be notified at least ** in advance of the time, date and place for the meeting;

16.3

the notice of meeting shall set out an agenda identifying in reasonable detail the matters to be discussed;

16.4

the chairman of the meeting shall not have a casting vote; and

16.5

meetings may be held by video, teleconference and other electronic conferencing means and the persons convening the meetings shall use reasonable endeavours to ensure they are held at locations reasonably convenient for all Principal Shareholders.

Shareholder Reserved Matters

17.1

Shareholders meetings shall be governed by this Agreement, the Articles and the Laws.

17.2

Subject to Clause ‎25.2.2, the Shareholders shall procure, as far as they lawfully can, that no action is taken or resolution passed by the Company or any Group Company, and the Company shall not take, and shall procure that no Group Company shall take, any action, in each case, in respect of the matters listed in Error! Reference source not found. (“Shareholder Reserved Matters”), without the prior written approval of all the Principal Shareholders.

PART E – PRIVATE PLACEMENT

Private Placement

18.1

The Parties shall use their commercially reasonable efforts to procure that by the date which is ** following Closing (or such later date as the Board may unanimously agree) (the “Realisation Date”), a third party (the “Additional Investor”) will have subscribed for a minority stake in the share capital of the Company (the “Private Placement”) subject to the following key terms and conditions of the Private Placement:

18.1.1

subscription for cash;

18.1.2

pre-money valuation of the Group being not less than the post-money valuation of the Group immediately following Closing; and

18.1.3

the Additional Investor shall adhere to the terms of this Agreement by executing the Deed of Adherence and shall have the following rights and obligations:

(i)

shares to be issued to the Additional Investor shall have the same voting rights (other than in respect of appointment of Directors) and dividend rights as the Sberbank Shares and the YNV Shares; and

(ii)

the Additional Investor shall be entitled to appoint one Director (in accordance with Clause ‎9.1.2(iv)(b)).

18.2

The Parties acknowledge that it is the Shareholders’ and the Company’s preference that the Additional Investor shall be a strategic investor, rather than a financial investor. The Parties further acknowledge that, in the **, they shall use all commercially reasonable efforts to attract a strategic investor, rather than a financial investor, as the Additional Investor. In the event that a strategic investor does not subscribe for Shares within **, then the Parties shall use their commercially reasonable efforts to attract a financial investor as the Additional Investor instead.

18.3

Within **, the Principal Shareholders shall choose and engage (on behalf of the Company) such professional investment advisers as they consider appropriate in relation to achieving and completing the Private Placement, and the Parties further acknowledge and agree that the Company (and not the Shareholders) shall bear any and all costs of such advisers in such circumstances.

PART F – MANAGEMENT INCENTIVES

Stichting matters

19.1

Issue of Stichting Shares

The Parties agree that any further issue of any Shares to Stichting shall be subject to prior approval by the Principal Shareholders or the Board Super Majority, unless the Incentive Programme provides otherwise.

19.2

Redemption of Stichting Shares

The Board may at any time decide by a simple majority of votes that any portion of Stichting Shares held by Stichting in respect of which no DRs have been issued shall be redeemed (or cancelled) by the Company, in which case the Shareholders shall procure that all corporate decisions are taken in order to carry out such redemption (or cancellation).

19.3

Incentive Programme

Without prejudice to Clause ‎19.4, the Parties shall procure that:

19.3.1

the Group Companies shall comply with the Incentive Programme; and

19.3.2

no changes are made to the Incentive Programme without a prior written approval of both Principal Shareholders.

19.4

Stichting obligations

Stichting shall:

19.4.1

exercise voting rights in respect of any Stichting Share only following issue of a DR in respect of such underlying Stichting Share and:

(i)

in case of any Stichting Shares underlying a DR that may:

(a)

have been issued in accordance with the Subscription Agreement; or

(b)

be issued under any **,

or as otherwise expressly approved by the Board (as a Board Reserved Matter), at the direction of the holder of such DR; and

(ii)

in case of any other Stichting Shares, in the same proportions as all other Shares are voted by the other Shareholders;

19.4.2

not issue any DRs without the prior written consent of the management board of Stichting, which shall be appointed by the Board;

19.4.3

not register any transfer of any DRs without the prior written consent of the Compensation Committee; and

19.4.4

take all such actions as may be required from time to time to give effect to this Agreement and the Incentive Programme.

PART G – COMPANY FINANCE

Distributions

20.1

The declaration and payment of distributions to the Shareholders shall be decided by the Board in accordance with the Dividend Policy and subject to the requirements of the Laws.

20.2

For the avoidance of doubt, no Stichting Share shall be entitled to receive any distribution payable to Shareholders unless a DR has been issued in respect thereof.

Additional finance for the Company

21.1

Preemptive rights

21.1.1

Issues of Shares

(i)

Subject to Clause ‎26, any allotment of Shares proposed to be made by the Company and approved in accordance with this Agreement (such Shares being called “Additional Securities”) shall first be offered for subscription to the Principal Shareholders in the proportion that the number of Shares for the time being held by each Principal Shareholder bears to the total number of such Shares in issue held by both Principal Shareholders. Such offer shall be made by notice in writing specifying the number of Additional Securities to which the relevant Principal Shareholder is entitled and the subscription price per Share (the “Subscription Price”) and limiting a time (being not less than three weeks) beyond which the offer (if not accepted) shall be deemed to have been declined. Such offers are not transferable other than to an Affiliate of a Principal Shareholder (provided that, in case such Affiliate subscribes for any Additional Securities, Clause ‎22.3 shall apply mutatis mutandis), cannot be split or consolidated and can be accepted in full or in part. A Principal Shareholder who accepts the offer in full shall be entitled to indicate that it would accept, on the same terms, the Additional Securities (specifying a maximum number of parcels) which have not been accepted by the other Principal Shareholder (“Excess Additional Securities”).

(ii)

A Principal Shareholder which does not accept the offer in respect of all or a portion of its respective portion of the Additional Securities shall be deemed to have waived its pre-emptive rights (as set out in this Agreement, in the Articles or otherwise) with respect to all or that portion of the Additional Securities set out in the offer which the Principal Shareholder did not accept.

(iii)

Any Excess Additional Securities shall be allotted to the Principal Shareholder who has indicated it would accept Excess Additional Securities (provided that no Principal Shareholder shall be allotted more than the maximum number of Excess Additional Securities such Principal Shareholder has indicated it is willing to accept).

(iv)

Clause ‎21.1.1‎(i) shall not apply to:

(a)

any allotment of Additional Securities proposed to be made by the Company to an employee or proposed employee if such allotment is made pursuant to an agreement, plan or program which has been

approved by the Principal Shareholders or the Board Super Majority; or

(b)

any allotment of Additional Securities which are to be issued and allotted in connection with any merger, consolidation or amalgamation of the Company which has been approved by the Principal Shareholders.

21.1.2

Failure to subscribe for Additional Securities

If a Principal Shareholder (or its Affiliate, as applicable) (the “Non-contributing Shareholder”) has accepted the offer to subscribe for Additional Securities pursuant to Clause ‎21.1.1(i) and thereafter fails to complete such subscription and to pay the relevant subscription amount (the “Outstanding Amount”) on the completion date set by the Company therefor, the other Principal Shareholder shall be entitled to:

(i)

subscribe for its portion of Additional Securities at the Subscription Price; and

(ii)

(in its sole discretion) elect to subscribe for up to the number of Shares calculated on the basis of the following formula:

**,

21.1.3

In the event that any Principal Shareholder becomes precluded from subscribing for any Additional Securities pursuant to this Clause ‎21.1 as a result of any sanctions introduced after the date of this Agreement against the other Principal Shareholder, the Principal Shareholders shall enter into good faith discussions on available alternative solutions in respect of financing to be provided to the Group.

21.2

Debt finance

21.2.1

If at any time the Board determines that the Group needs additional debt finance, the Company shall invite Sberbank, in its absolute discretion, to make an offer to provide such finance and, provided such offer is on terms at least equivalent (taken as a whole) to the best terms offered by any third party lenders, the Group shall procure such debt finance from Sberbank.

21.2.2

The Parties agree that, subject to Clause ‎21.1, there is no obligation on the Principal Shareholders to provide any further financing to the Group.

PART G – EXIT

Transfers

22.1

General prohibition on disposal of Shares during Lock-up Period

A Principal Shareholder may not Transfer any of its Shares or any Interest in Shares:

22.1.1

** (the “Lock-up Period”), to any person, other than with the prior consent of the other Principal Shareholder, unless Clause ‎22.3 provides otherwise; and

22.1.2

following expiry of the Lock-up Period, unless permitted or required to do so under Clause ‎22.3 or ‎22.4.

22.2

General prohibition on disposal of Stichting Shares

Stichting may not Transfer any of the Stichting Shares or any Interest in Stichting Shares to any person at any time, other than:

22.2.1

with the prior written consent of the Principal Shareholders;

22.2.2

in accordance with the Incentive Programme; or

22.2.3

if required to do so under Clause ‎22.4.4.

22.3

Transfer to Group Members

A Principal Shareholder (the “Transferor”) may at any time Transfer its Shares (together with any rights (including rights accrued) and obligations in respect of such Shares) to, in the case of YNV, any companies directly or indirectly controlled by YNV from time to time; and in the case of Sberbank Nominee, Sberbank and any companies directly or indirectly controlled by Sberbank from time to time, (in each case, a “Transferee”) on giving prior notice to the other Principal Shareholder, copied to the Company, provided that:

22.3.1

all consents, clearances, approvals or permissions necessary to enable the Transferor and/or the Transferee to be able to complete a transfer of Shares pursuant to this Clause ‎22.3 under the rules or regulations of any governmental, statutory or regulatory body in those jurisdictions where the Transferor, the Transferee, the Company or any of their Affiliates carries on business, have been or are received prior to the Transfer being effected;

22.3.2

the Transferor (but not a subsequent transferor in a series of Transfers) shall remain party to this Agreement and shall be jointly and severally liable with the Transferee under this Agreement as a Principal Shareholder in respect of the transferred Shares;

22.3.3

the Transferee shall, and the Transferor shall procure that the Transferee shall, retransfer its Shares to the Transferor or another permitted Transferee of the Transferor immediately if the Transferee ceases to be a member of the Transferor’s group; and

22.3.4

the Transferor and the Transferee shall bear all costs, expenses and Taxes associated with any Transfer made pursuant to this Clause ‎22.3.

22.4

Transfer to a third party following expiry of the Lock-up Period

22.4.1

Written offer from a third party/right of first refusal

Without prejudice to Clause ‎22.3, following expiry of the Lock-up Period, a Principal Shareholder (the “Transferring Shareholder”) may Transfer all or part of its Shares (together with any rights accrued in respect of such Shares) (the “Transfer Shares”) only if it receives a bona fide offer for such Transfer Shares (the “Third Party Offer”) from a bona fide third party (acting as a principal) which is not a Restricted Transferee (the “Offeror”) which:

(i)

states whether the Third Party Offer is for all or part (specifying the number) of the Transferring Shareholder’s Shares;

(ii)

does not provide for any financing or similar conditions precedent to acquisition of the Transfer Shares;

(iii)

includes (a) a confirmation that the Board of Directors of the Offeror has approved the Third Party Offer and (b) confirmation that the Offeror has readily available cash for the acquisition of the Transfer Shares, or a comfort letter from a reputable bank or any other evidence demonstrating to the reasonable satisfaction of Sberbank that the Offeror would be able to complete the acquisition of the Transfer Shares;

(iv)

states the price of the Third Party Offer which shall be for cash consideration (the “Third Party Offer Price”);

(v)

contains all material terms and conditions (including the intended completion date of the offer); and

(vi)

includes an offer to acquire:

(a)

such portion (the “Tag Portion”) of Shares held by the other Principal Shareholder (the “Remaining Shareholder”) as reflects, as nearly as possible, the number of the Transfer Shares as a proportion of the total number of Shares held by the Transferring Shareholder; and

(b)

where the Offeror intends to acquire (from one or more Transferring Shareholders) more than ** of the share capital of the Company, in addition to the Tag Portion, all other Shares held by the Remaining Shareholder,

at the same cash price as, and on no less favourable terms than, the Transfer Shares (a “Tag-along”).

The Principal Shareholders shall procure that the Company shall reasonably cooperate with any Principal Shareholder in order to facilitate a Third Party Offer (at the cost of such Principal Shareholder).

22.4.2

Issue of Transfer Notice to the Remaining Shareholder

If a Principal Shareholder receives a Third Party Offer which it wishes to accept, a Transferring Shareholder shall issue a notice (the “Transfer Notice”) to the Remaining Shareholder, copied to the Company, containing notification of the Third Party Offer (including the name of the Offeror, the price offered for the Transfer

Shares and all material terms and conditions of the Third Party Offer) and upon issuing such Transfer Notice, the Transferring Shareholder shall:

(i)

be deemed to make an offer to sell the Transfer Shares to the Remaining Shareholder (the “Offer”) at the same cash price and on no less favourable terms and conditions than those set out in the Third Party Offer; and

(ii)

provide confirmation that:

(a)

the Company shall be the agent of the Transferring Shareholder for the sale of the Transfer Shares; and

(b)

the Remaining Shareholder may elect to proceed in accordance with one of the options in Clause ‎22.4.3.

22.4.3

Choices open to the Remaining Shareholder

The Remaining Shareholder who receives a Transfer Notice may do one of the following:

(i)

Accept the Offer

(a)

Before the expiry of the period of ** (the “End Date”), if the Remaining Shareholder wishes to buy the Transfer Shares at the Third Party Offer Price it shall send a notice to the Transferring Shareholder, copied to the Company, accepting the Offer (the “Acceptance Notice”). An Acceptance Notice shall be irrevocable. If the Remaining Shareholder does not wish to accept the Offer it may either send a notice to the Transferring Shareholder, copied to the Company, by the End Date declining the Offer or do nothing in which case it shall be deemed to have declined the Offer.

(b)

If the Transferring Shareholder:

(I)

has received from the Remaining Shareholder a notice declining the Offer; or

(II)

has not received the Acceptance Notice from the Remaining Shareholder on or prior to the End Date,

the Transferring Shareholder shall then be free to accept the Third Party Offer and enter into legally binding documents to sell the Transfer Shares to the Offeror ** at the Third Party Offer Price and on terms being no more favourable than those of the Third Party Offer, provided that the Offeror enters into a Deed of Adherence in the form required by this Agreement.

(c)

The sale and transfer of the Transfer Shares to the Remaining Shareholder shall be completed in accordance with Clause ‎25 and the terms and conditions of the relevant Transfer. In the event of any conflict between the provisions of Clause ‎25 and the terms and conditions of the relevant Transfer, the former shall take precedence.

(ii)

Tag-along

(a)

If the Remaining Shareholder wishes to sell some or all of the relevant portion of its Shares pursuant to Clause ‎22.4.1(vi) it shall send a notice to the Transferring Shareholder by the End Date, copied to the Company, electing in its sole discretion to sell the Tag Portion of or, (where Clause ‎22.4.1(vi)(b) applies) at the sole discretion of such Remaining Shareholder, some or all of its Shares (the “Tag-along Shares”) to the Offeror at the same cash price as, and on no less favourable terms than, those contained in the Third Party Offer.

(b)

The Transferring Shareholder shall then be prohibited from selling the Transfer Shares to the Offeror unless the Offeror agrees to purchase the Tag-along Shares at the same time, at the same cash price as and on no less favourable terms than those contained in the Third Party Offer.

(c)

In the event that the Transferring Shareholder fails to comply with the terms of this Clause ‎22.4.3‎(ii) (the “Tag-along Default”), the Remaining Shareholder shall be entitled to give notice (the “Tag-along Default Notice”) within ** of the Tag-along Default occurring, requiring the Transferring Shareholder to purchase all of the Tag-along Shares held by the Remaining Shareholder at the same cash price as, and on no less favourable terms than, the Transfer Shares, and the Transferring Shareholder shall be obligated to complete such purchase within ** following receipt of such Tag-along Default Notice.

22.4.4

Drag-along

(i)

Subject to the right of the Remaining Shareholder under Clause ‎22.4.3(i) to exercise its right of first refusal, if the Transferring Shareholder(s) (the “Dragging Shareholder”) accepts the Third Party Offer and, as a result, the Offeror (together with any Person Acting In Concert with it) will acquire ** of the share capital of the Company, then ** Business Days of the date on which the Dragging Shareholder accepts the Third Party Offer the Offeror or the Dragging Shareholder may serve a notice (the “Drag-along Notice”) (in accordance with Clause ‎22.4.4‎(ii)) on each other Shareholder (the “Dragged Shareholder”) requiring it to sell to the Offeror such portion of Shares held by such Dragged Shareholder as reflects, as nearly as possible, the number of the Transfer Shares as a proportion of the total number of Shares held by the Dragging Shareholder (the “Drag-along Shares”) on the same terms and conditions as the Third Party Offer (the “Drag-along Exit”).

(ii)

The Drag-along Notice shall specify:

(a)

that each of the Dragged Shareholders is required to sell all its Drag-along Shares;

(b)

the name of the Offeror;

(c)

the cash price per a Drag-along Share, which shall be no less than the cash price per Share to be sold by the Dragging Shareholder(s); and

(d)

the proposed date of completion of the Drag-along Exit.

(iii)

The Drag-along Notice shall be accompanied by copies of all documents to be executed by the Dragged Shareholders to give effect to the sale of the Drag-along Shares.

(iv)

Each Dragged Shareholder, upon receipt of the Drag-along Notice and accompanying documents, shall be obliged to:

(a)

sell all its Drag-along Shares (including giving warranties as to its title to its Drag-along Shares and its capacity to transfer the Drag-along Shares) on the date of completion of the Drag-along Exit;

(b)

return to the Dragging Shareholders, by no later ** prior to the anticipated date of completion of the Drag-along Exit, the duly executed documents, all of which shall be held against payment of the aggregate consideration due; and

(c)

bear an amount of any costs of a Drag-along Exit in the same proportion as the consideration for its Drag-along Shares bears to the aggregate consideration for all Shares to be paid in connection with the Drag-along Exit.

(v)

Completion of any transfer pursuant to this Clause ‎22.4.4 shall take place at the same time as completion of the transfer of the Transfer Shares. In order to effect such completion, the Offeror shall transfer the purchase price for the Drag-along Shares to the Company, to receive and hold on behalf of each Dragged Shareholder, and each Dragged Shareholder shall deliver duly executed instrument(s) for share transfer (including a duly executed deed of transfer or a power of attorney authorising the execution of a deed of transfer on its behalf) for the Drag-along Shares to the Company. The Company’s receipt of the purchase price as agent on behalf of each Dragged Shareholder shall be a good discharge to the Offeror who shall not be bound to see to the application of those moneys. The Company shall hold the purchase price in trust for each Dragged Shareholder without any obligation to pay interest. If any Dragged Shareholder fails to deliver its duly executed instrument(s) for share transfer for its Drag-along Shares to the Company by completion, the Directors shall authorise any Director to transfer such Drag-along Shares on behalf of such Dragged Shareholder to the Offeror to the extent the Offeror has, by completion, put the Company in funds to pay the purchase price. The Directors shall then authorise registration of the transfer.

22.4.5

Failure to transfer

If a Transferring Shareholder, a Remaining Shareholder or a Dragged Shareholder does not comply with its sale or purchase obligations in this Clause ‎22, then the provisions of Clause ‎25.2 shall apply.

22.4.6

Failure of third party to complete sale

If the Offeror fails to acquire the Transfer Shares in accordance with this Clause ‎22, then the procedures set out in this Clause ‎22 shall be complied with in full in respect of each new or revised offer, whether by the same Offeror or not.

Default

If a Shareholder (the “Defaulting Shareholder”) commits a breach of this Agreement, any other Shareholder (the “Non-defaulting Shareholder”) may serve a notice upon the Defaulting Shareholder specifying the breach and requiring the Defaulting Shareholder immediately to stop the breach and, to the extent possible, to make good the consequences of the breach within **. Where the breach has prejudiced the Non-defaulting Shareholder, it may seek an immediate remedy of an injunction, specific performance or similar order to enforce the Defaulting Shareholder’s obligations. This does not affect the Non-defaulting Shareholder’s right subsequently to claim damages or other compensation for breach under applicable Laws.

Deadlock

24.1

Circumstances leading to deadlock

24.1.1

Unless Clause ‎24.2.2(ii) applies, if the Board has not passed a resolution in respect of any Board Reserved Matter which has been put to it two or more times in accordance with this Agreement and the Articles, in each case either because the Board Super Majority has not voted in favour of it or because the relevant Board meetings have been adjourned for the lack of a quorum, then such Board Reserved Matter shall no longer require approval by the Board Super Majority, and will instead only require the unanimous consent of both the Sberbank Independent Director and the YNV Independent Director.

24.1.2

If the Sberbank Independent Director and the YNV Independent Director are unable to reach agreement on a matter referred to them under Clause ‎24.1.1 within 15 Business Days of that matter being referred to them, then any Director may refer the matter for discussion between the Principal Shareholders.

24.1.3

If:

(i)

the Principal Shareholders are unable to reach agreement on any matter referred to them under Clause ‎24.1.2 within ** of that matter being referred to them; or

(ii)

the Principal Shareholders have not passed a resolution in respect of any Shareholder Reserved Matter which has been put to them two or more times in accordance with this Agreement and the Articles, either because the requisite majority has not voted in favour of it or because three or more consecutive meetings of Shareholders have been adjourned for the lack of a quorum,

the matter or resolution shall be a “Deadlock Matter”.

24.2

Referral to chief executive officers for resolution

24.2.1

The Principal Shareholders shall as soon as practicable refer the Deadlock Matter to the Chief Operating Officer of YNV and Sberbank First Deputy Chief Executive Officer for resolution (the “Deadlock Appointees”).

24.2.2

If:

(i)

the Deadlock Appointees are unable to reach agreement on the Deadlock Matter within ** of that matter being referred to them; or

(ii)

the Board does not approve engagement of the relevant Financial Services Provider as a Board Reserved Matter pursuant to Clause ‎5.2.3(iii)(a) ,

the matter shall be referred to the Chief Executive Officers of YNV and Sberbank, who shall meet in person at least once within ** of any such referral to seek to resolve such matter.

24.3

Outcome of Deadlock Matter

24.3.1

If a matter is not resolved pursuant to Clause ‎24.2.2 within ** of that matter being referred to the Deadlock Appointees, then the status quo of such matter shall continue to apply, unless the relevant Deadlock Matter is in respect of a Board Reserved Matter set out in:

(i)

paragraph Error! Reference source not found. of Error! Reference source not found. (other than in respect of the CEO or CFO appointment or removal), in which case the matter will be solely and promptly determined by the CEO; or

(ii)

paragraph Error! Reference source not found. of Error! Reference source not found. in respect of the CEO or CFO appointment or removal, in which case:

(a)

the Pre-Agreed Deputy of such CEO or CFO shall temporarily replace the CEO or CFO (as applicable) and for all intents and purposes the relevant Pre-Agreed Deputy shall be the CEO or CFO (as applicable) until replaced in accordance with this Clause ‎24.3.1‎(ii);

(b)

each Principal Shareholder shall promptly give notice to the other Principal Shareholder of two suitable candidates (such that there are four candidates in aggregate) to replace such CEO or CFO;

(c)

each Principal Shareholder shall then promptly notify each other, rejecting one of the other Principal Shareholder’s candidates nominated in Clause ‎24.3.1‎(ii)(b) above, such that each Principal Shareholder shall have one candidate remaining; and

(d)

finally, the Chair shall promptly determine, by way of coin toss in the presence of at least one YNV Director and one Sberbank Director, which one of the remaining two candidates should be appointed as CEO or CFO (as applicable), and upon such determination, the Pre-Agreed Deputy shall be immediately removed from the position of CEO or CFO (as applicable) and the relevant candidate should be appointed to the relevant position.

Terms and consequences of transfers of Shares

25.1

Completion of transfer

Any transfers of the Transfer Shares made under the provisions of Clause ‎22 (except by a Transferring Shareholder or a Remaining Shareholder to an Offeror under Clause ‎22.4.3(i)

which shall be made as agreed with the Offeror) shall be made in accordance with the following terms set out in this Clause ‎25.1:

25.1.1

Each of the Transferring Shareholder and the Remaining Shareholder shall use reasonable endeavours to ensure the satisfaction of any Regulatory Condition applying to it as soon as possible.

25.1.2

If any of the Regulatory Conditions is not satisfied or waived ** after service of the Transfer Notice, then the Transfer Notice shall lapse and the Transferring Shareholder shall be free to sell the Transfer Shares to the Offeror who had previously made a Third Party Offer but was unable to proceed as a result of the rights of first refusal contained in Clause ‎22.4.2 on terms being no more favourable than those of the Third Party Offer.

25.1.3

Completion of the transfer of the Transfer Shares shall take place ** after the date of the Acceptance Notice or the date of satisfaction or waiver of the last of the Regulatory Conditions (whichever is the later) (the “Transfer Date”) and at such reasonable time and place as the Transferring Shareholder and the Remaining Shareholder shall agree or, failing which, at 12:00 (Amsterdam time) at the registered office of the Company.

25.1.4

On or before the Transfer Date the Transferring Shareholder shall deliver to the Remaining Shareholder in respect of the Transfer Shares:

(i)

duly executed instrument(s) for share transfer (including a duly executed power of attorney authorising the execution of a notarial deed of transfer on its behalf); and

(ii)

a power of attorney in such form and in favour of such person as the Remaining Shareholder may nominate to enable the Remaining Shareholder to exercise all rights of ownership including, without limitation, voting rights.

25.1.5

Upon the execution of the notarial deed of transfer as referred to in Clause ‎25.1.4, the Remaining Shareholder shall pay the total consideration due for the Transfer Shares to the Transferring Shareholder on the Transfer Date.

25.2

Failure to transfer

If a Transferring Shareholder fails or refuses to comply with its obligations to transfer Transfer Shares under Clause ‎22 on or before the Transfer Date for a reason other than failure to satisfy a Regulatory Condition:

25.2.1

the Company shall be deemed to be appointed as agent on behalf of the Transferring Shareholder to receive the purchase money in trust for the Transferring Shareholder (without any obligation to pay interest) and cause the Remaining Shareholder to be registered as the holder of the Transfer Shares being sold. The receipt by the Company of the purchase money shall be a good discharge by the Remaining Shareholder (who shall not be bound to see to the application of those moneys). After the Remaining Shareholder has been registered as holder of the Transfer Shares being sold in exercise of these powers:

(i)

the validity of the transfer shall not be questioned by any person; and

(ii)

the Transferring Shareholder shall be entitled to the purchase money for the Transfer Shares; and

25.2.2

the Transferring Shareholder shall not exercise any of its powers or rights in relation to management of, and participation in the profits of, the Company under this Agreement, the Articles or otherwise. The Appointed Directors appointed by such Transferring Shareholder (or its predecessor in title) shall not (and the Transferring Shareholder shall procure that each such Appointed Director shall not):

(i)

vote at any Board meeting;

(ii)

attend any Board meeting (and their attendance would not be required in order to constitute a quorum); or

(iii)

receive or request any information from the Company.

25.3

Company to be informed of notices

The Principal Shareholders shall keep the Company informed at all times of the issue and contents of any notices served pursuant to Clause ‎22 or ‎25 and any election or acceptance relating to those notices.

25.4

Business to be run as going concern

The Principal Shareholders shall do all things within their power to ensure that the Business continues to be run as a going concern during the period between the service of any notice pursuant to Clause ‎22 or ‎25 and the completion of any transfers of Shares.

25.5

Transfer terms

Any sale and/or transfer of the Transfer Shares under Clause ‎22 shall be on terms that those Shares:

25.5.1

are transferred free from all Encumbrances (other than those created under this Agreement and the Articles); and

25.5.2

are transferred with the benefit of all rights attaching to them as at the date of the relevant transfer.

25.6

Further assurance

Each of the Principal Shareholders and the Company shall use reasonable endeavours to effect a transfer of the Transfer Shares in accordance with the terms of this Agreement as quickly as is practicable and in any event within any time period specified in this Agreement.

25.7

Deed of Adherence

The Principal Shareholders shall procure that no person other than an existing Shareholder acquires any Shares unless it enters into a Deed of Adherence agreeing to be bound by this Agreement as a Shareholder and any other agreements entered into in connection with the Business as a Shareholder. The Shareholders agree that in signing a Deed of Adherence such person shall have the benefit of the terms of this Agreement and shall be a Party to this Agreement.

25.8

Removal of appointees

If a Principal Shareholder ceases to be a Principal Shareholder it shall, and it shall procure that all its appointees to the Board and to the board of directors of any Group Company (if applicable) shall, do all such things and sign all such documents as may otherwise be necessary to ensure the resignation or dismissal of such persons from such appointments in a timely manner in accordance with Clause ‎10.

25.9

Power of Attorney

25.9.1

Each Principal Shareholder irrevocably appoints the other Principal Shareholder, by way of security for the performance of its obligations under Clause ‎22, its attorney to execute, deliver and/or issue any necessary document, agreement, certificate and instrument required to be executed by it under the provisions of Clauses ‎22 or ‎25, including any transfer of the Transfer Shares or other documents which may be necessary to transfer title to the Transfer Shares.

25.9.2

Any purchase money payable to a Transferring Shareholder shall, to the extent that it is not paid to, or to the order of, the Transferring Shareholder on or before the appropriate completion date, bear interest against the Remaining Shareholder (or the Dragging Shareholder where a Dragged Shareholder is required to sell Drag-along Shares under Clause ‎22.4.4) at the rate of three per cent. per annum calculated on a daily basis from such date until the Transferring Shareholder is reimbursed by the Remaining Shareholder.

IPO

26.1

Each Principal Shareholder (the “Initiating Shareholder”) shall have the right to convene a meeting of the Board to consider approval of an IPO, provided that such notice includes the following proposed parameters of the potential IPO:

26.1.1

the relevant stock exchange;

26.1.2

the minimum amount to be raised;

26.1.3

type of Shares to be offered for sale (including proportions of new Shares to be issued and/or existing Shares to be sold by each of the Shareholders);

26.1.4

valuation parameters; and

26.1.5

financial advisors and the terms of their engagement.

26.2

If the Board meeting convened by the Initiating Shareholder under Clause ‎26.1 approves the IPO, the Shareholders shall co-operate fully with each other and the Company and their respective financial and other advisers and use their reasonable endeavours to assist the Company to achieve an IPO in accordance with the rules and regulations of the relevant international securities exchange and other applicable Laws and regulations.

26.3

Following expiry of the Lock-up Period, if the Board meeting convened by the Initiating Shareholder under Clause ‎26.1 does not approve the IPO which satisfies the criteria of a Qualified IPO ** the Initiating Shareholder may send a notice (the “Qualified IPO Notice”) to the Dissenting Shareholder (with a copy to the Company) requiring that the Company initiates a Qualified IPO and indicating the following parameters of such Qualified IPO (which should be materially the same as parameters of the IPO rejected by the Board):

26.3.1

the relevant stock exchange;

26.3.2

the minimum amount to be raised;

26.3.3

type of Shares to be offered for sale through the Qualified IPO (including proportion of new Shares to be issued and/or existing Shares);

26.3.4

valuation parameters; and

26.3.5

financial advisors and the terms of their engagement.

26.4

In case where Clause ‎26.3 applies:

26.4.1

the Shareholders shall procure (including by way of taking all necessary corporate actions) that the Company fully cooperates with the respective financial and other advisers and shall use their reasonable endeavours to assist the Company to achieve the Qualified IPO in accordance with the rules and regulations of the relevant international securities exchange and other applicable Laws and regulations as soon as reasonably practicable following the date of the Qualified IPO Notice; and

26.4.2

(i)

(a)

(b)

(ii)

26.5

Following expiry of the Lock-up Period, unless Clauses ‎26.2 to ‎26.4 apply, the CEO may, after consultation with each of the Principal Shareholders, send a notice to the Principal Shareholders requiring that the Company initiates a CEO Qualified IPO.

26.6

26.6.1

(i)

(ii)

(iii)

26.6.2

(i)

(ii)

Duration, termination and survival

27.1

Duration and termination

This Agreement shall continue in full force and effect without limit in time until the earlier of:

27.1.1

the Principal Shareholders agreeing in writing to terminate it;

27.1.2

an effective resolution is passed or a binding order is made for the winding-up of the Company; and

27.1.3

the date on which all of the Shares, to the extent remaining in issue, are owned by one Shareholder,

provided that this Agreement shall cease to have effect as regards any Principal Shareholder who ceases to hold any Shares save for the Surviving Provisions which shall continue in force after termination generally or in relation to any such Principal Shareholder.

27.2

Termination on Qualified IPO

Notwithstanding the provisions of Clause ‎27.1 (and subject to Clause ‎27.3), effective upon the closing of a Qualified IPO, this Agreement shall be deemed to be amended and restated to exclude such provisions of this Agreement (save for the Surviving Provisions which shall continue in force after termination), as may be determined by an opinion of a reputable law firm of international standing with an established practice in the jurisdiction of the relevant stock exchange to be required to be excluded in order to comply with the listing rules of the relevant stock exchange or other applicable mandatory legal requirements. The Principal Shareholders further agree to negotiate in good faith any amendments to this Agreement as may be recommended by such law firm or by the managing underwriter of such Qualified IPO to be advisable in connection with such Qualified IPO.

27.3

Effect of termination

Termination of this Agreement shall be without prejudice to any liability or obligation in respect of any matters, undertakings or conditions which shall not have been observed or performed by the relevant Party prior to such termination.

PART H – PROTECTION OF THE BUSINESS AND SHAREHOLDERS

Expansion of Joint Venture

28.1

Development of Business

Subject to the provisions of this Clause ‎28 and Clause ‎28.3, the Shareholders shall procure that any expansion, development or evolution of the Core Business within the Exclusivity Territory shall only be effected through the Company or a Group Company.

28.2

New Opportunities

28.2.1

If any Principal or its Affiliate:

(i)

identifies or becomes aware of any investment opportunity (other than a Security Enforcement Opportunity) relevant to the Core Business; or

(ii)

identifies an opportunity to start operating any Core Business,

(a “New Opportunity”), in each case, in a jurisdiction outside the Exclusivity Territory (the “New Opportunity Jurisdiction”), then such Principal shall notify the Board in writing with reasonable details as to the nature of the relevant New Opportunity, including the relevant New Opportunity Jurisdiction. In any event, none of the Principals or their Affiliates shall make or commit to make any capital expenditure or make any other form of investment in relation to a New Opportunity unless and until the Board accepts or rejects such New Opportunity pursuant to the terms of this Clause ‎28.2.

28.2.2

If the Board approves the New Opportunity by a simple majority of votes, then:

(i)

the Principals shall procure that the Group shall use reasonable endeavours to implement such New Opportunity in the New Opportunity Jurisdiction as soon as reasonably practicable; and

(ii)

if the Group fails to complete the Core Business Commencement in such New Opportunity Jurisdiction within ** (unless a longer time period is determined by the Board Super Majority) following the relevant Board approval, the Principal that notified the Board of such New Opportunity shall be free to proceed on its own with such New Opportunity within the New Opportunity Jurisdiction at its sole cost, risk and expense

28.2.3

If the Board does not approve (or fails to vote on) the New Opportunity within one month of receiving notice of it pursuant to Clause ‎28.2.1:

(i)

the Principal that did not notify the Board of such New Opportunity shall not (and shall procure that its Affiliates shall not) take any actions to pursue such New Opportunity in the New Opportunity Jurisdiction; and

(ii)

the Principal that notified the Board of such New Opportunity (unless any of its Appointed Directors voted against approval of the New Opportunity) shall be free to proceed on its own with such New Opportunity within the New Opportunity Jurisdiction at its sole cost, risk and expense.

28.2.4

In the event that the Board decides (by a simple majority) that the Group shall commence operations in a New Opportunity Jurisdiction where a Principal (or its Affiliate) has already started operations pursuant to Clause ‎28.2.2(ii) or ‎28.2.3(ii) (the “Existing Operations”):

(i)

following such Board decision, the Principals shall negotiate in good faith for a period of ** with a view to agreeing whether the relevant interest in the Existing Operations should be transferred to the Group (and the Principal that owns the Existing Operations shall be deemed to have granted exclusivity for such ** period to the other Principal and the Group);

(ii)

if the Principals:

(a)

agree that the relevant interest in the Existing Operations shall be transferred to the Group, then the Parties shall take all such actions as are required to effect such transfer on the terms agreed (and following such transfer the relevant New Opportunity Jurisdiction shall become part of the Exclusivity Territory); or

(b)

fail to agree that the relevant interest in the Existing Operations shall be transferred to the Group, then the relevant Principal shall use its commercially reasonable efforts (taking into consideration the relevant market conditions) to divest the relevant interest in the Existing Operations within the following **.

28.2.5

If the Group starts operations in any jurisdiction which is not covered by the Brand Licence Agreement, YNV shall procure that as soon as practicable following the start of such operations:

(i)

Yandex LLC files applications for registration of “YANDEX” trade marks (in Latin and, if relevant, in Cyrillic or other local alphabet) with the local trade mark authorities in the relevant jurisdiction in respect of such ICGS classes as may be necessary for the operation of the Business in such jurisdiction (if no such trade marks are registered in such jurisdiction already); and

(ii)

Yandex LLC and the Russian OpCo shall:

(a)

execute an amendment or an additional agreement to the Brand Licence Agreement (in the form reasonably acceptable to Sberbank), according to which the Brand Licence Agreement shall cover the relevant “YANDEX” trade marks registered (or to be registered, as applicable) in the relevant jurisdiction; and

(b)

file such amendment or additional agreement to the Brand Licence Agreement for registration with the local trade mark authorities in the relevant jurisdiction (to the extent required under applicable Laws).

28.3

28.4

28.5

28.5.1

28.5.2

28.5.3

(i)

(ii)

(iii)

28.5.4

28.5.5

(i)

(ii)

(iii)

28.6

Changes to advertising formats for online retailers related to products/goods search queries («товарные запросы»)

Without prejudice to Clause ‎29.2.2(iii), YNV shall, when it becomes commercially feasible, but in any event no later than before, or simultaneously with, the start of any discussions with any online retailer in respect of a full commercial launch of any substantial changes to visualisation of advertising formats on Yandex search engine results page for online retailers related to products/goods search queries («товарные запросы»):

28.6.1

provide reasonable notification thereof to the Group; and

28.6.2

discuss adoption of such changes by the Group.

Restrictions

29.1

Restrictive covenants

Subject to Clauses ‎28.1, Yandex and Sberbank promotion and advertising and ‎29.6, each Principal undertakes to the other Principal and the Company that neither it nor any of its Affiliates shall during the Exclusivity Period:

29.1.1

carry on, be engaged in or be economically interested in any business which is of the same type as the Core Business (or any part of it) within the Exclusivity Territory;

29.1.2

employ any Key Employee whether as an employee, a consultant or otherwise;

29.1.3

induce or seek to induce any Restricted Employee to become employed whether as an employee, a consultant or otherwise by any Principal or any of its Affiliates, whether or not such Restricted Employee would thereby commit a breach of his/her employment contract or contract of service, provided that a Principal shall not be prohibited from recruiting:

(i)

following expiry of ** following the date of this Agreement, any Senior Employee; and

(ii)

any Junior Employee,

in each case, pursuant to (a) any public announcement, general solicitation or advertising not specifically targeting such individual; (b) a referral by any search firm, employment agency or other similar entity that has not been specifically instructed to solicit such individual; or (c) an unsolicited inbound approach from such Restricted Employee;

29.1.4

establish any joint venture (whether incorporated or not) with any Restricted Party within the Exclusivity Territory; or

29.1.5

other than as permitted under Clause ‎29.2, promote any B2C online retail marketplace for the purchase of physical goods within the Exclusivity Territory or any online retailer of physical goods (other than the Group’s marketplace(s)).

29.2

Yandex and Sberbank promotion and advertising

29.2.1

Nothing in this Agreement shall restrict any Principal or its Affiliates from providing advertising or promotion services (other than as carried out through the Price Comparison Business), including such advertising or promotion services that are monetised through cost per click model, cost per mile model or CPA model, including, in case of YNV, on all Yandex website or app properties, Yandex Advertising Network, Yandex Service Companies, including Yandex app, Yandex.Search, Yandex.Direct, Yandex.Browser, Yandex.Video, Edadeal, Yandex.Images, Yandex.Collections, Yandex Geo products or any other similar current or future Yandex property, application or service, to any third party, including any Restricted Party, in each case, other than as expressly restricted by this Clause ‎29.2.

29.2.2

YNV undertakes to each of Sberbank and the Company that neither YNV nor its Affiliates shall, during the Exclusivity Period and on the Exclusivity Territory:

(i)

provide any YNV Special Promotion Services to any Restricted Party in respect of the Core Business, provided that the provision of any specific YNV Special Promotion Services shall be permitted upon a written request by YNV containing reasonable details in respect of such YNV Special Promotion Services to enable the CEO or the Board (as applicable) to make an informed decision (the “YNV Special Promotion Services Request”):

(a)

during the period from the date of this Agreement until ** with the prior written consent of the CEO (such consent shall not be unreasonably withheld, conditioned or delayed); and

(b)

during the period after ** with the prior approval of a simple majority of the Board, provided that if, within ** from the date on which the Board receives an YNV Special Promotion Services Request, the Board does not reject such YNV Special Promotion Services Request, the Board shall be deemed to have granted its approval to such YNV Special Promotion Services Request;

(ii)

provide to any Restricted Party Search Wizards for the period of ** from the date hereof; or

(iii)

take any voluntary actions, the primary purpose of which is to divert advertising traffic which comes to the Group from Yandex search results page.

29.2.3

Sberbank undertakes to each of YNV and the Company that neither Sberbank nor its Affiliates shall, during the Exclusivity Period and on the Exclusivity Territory provide any Sberbank Special Promotion Services to any Restricted Party in respect of the Core Business, provided that the provision of any specific Sberbank Special Promotion Services shall be permitted upon a written request by Sberbank containing reasonable details in respect of such Sberbank Special Promotion Services to enable the CEO or the Board (as applicable) to make an informed decision (the “Sberbank Special Promotion Services Request”):

(i)

during the period from the date of this Agreement until the ** with the prior written consent of the CEO (such consent shall not be unreasonably withheld, conditioned or delayed); and

(ii)

during the period after the first anniversary of the date of this Agreement with the prior approval of a simple majority of the Board, provided that if, within ** from the date on which the Board receives a Sberbank Special Promotion Services Request, the Board does not reject such Sberbank Special Promotion Services Request, the Board shall be deemed to have granted its approval to such Sberbank Special Promotion Services Request.

29.2.4

Notwithstanding the foregoing, the restrictions set forth in Clauses ‎29.2.2(i) and ‎29.2.3 shall not apply to experiments related to the launch of new advertising products or the enhancement of current advertising products, which could involve non-standard visual representations or could be based on new underlying functional principles.

29.2.5

For the purposes of this Clause ‎29.2:

“YNV Special Promotion Service” means:

(i)

(ii)

(a)

(b)

(c)

(d)

“Sberbank Special Promotion Service” means:

(iii)

(a)

(b)

(c)

(d)

29.3

Reasonableness of restrictions

Each Party agrees that the restrictions contained in Clause ‎28 and this Clause ‎28.6 are no greater than are reasonable and necessary for the protection of the interest of each Principal and the Company, but if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.

29.4

Reimbursement of expenses for breach of non-solicitation restrictions

The Parties acknowledge and agree that the Group’s employees are experienced professionals, and that the Group will incur substantial expenses in the event there is a necessity to replace them or train new employees as a consequence of breach of Clause ‎29.1.2 or ‎29.1.3 by either Principal. In the event that an employee of the Group having an annual base salary greater than ** leaves his employment as a result of solicitation in breach of Clause ‎29.1.2 or ‎29.1.3, the breaching Principal shall be liable to reimburse the Group for expenses resulting from recruitment or training of a new employee in the amount of ** for each such employee (without prejudice to any other rights and remedies that the Group or the other Principal may have in relation to such breach).

29.5

Duration

The covenants set out in this Clause ‎28.6 shall survive in accordance with Clause ‎29.1 for the Exclusivity Period.

29.6

Exclusions

Nothing contained in Clause ‎28 or this Clause ‎28.6 precludes or restricts a Principal or any of its Affiliates from:

29.6.1

holding or being interested in a stake of no more than:

(i)

(ii)

29.6.2

fulfilling any obligation pursuant to this Agreement and any other Transaction Document;

29.6.3

operating any Core Business in connection with implementation of any New Opportunity in a New Opportunity Jurisdiction under Clause ‎28.2.2(ii) or ‎28.2.3(ii);

29.6.4

pursuing any Security Enforcement Opportunity, provided that if, as a result of such Security Enforcement Opportunity, a Principal acquires any interest in any person engaged in any activity which activity would otherwise be in breach of Clause ‎29.1 (for the avoidance of doubt, subject to the applicable exclusions under Clause ‎29.6, including in respect of the interest thresholds set out in Clause ‎29.6.1):

(i)

the relevant Principal shall promptly notify the other Principal of such acquisition;

(ii)

following such notification, the Principals shall negotiate in good faith for a period of six months with a view to agreeing whether the relevant interest should be transferred to the Group;

(iii)

if the Principals:

(a)

agree that the relevant interest shall be transferred to the Group, then the Principals shall (and shall procure that the Company shall) take all such actions as are required to effect such transfer on the terms agreed; or

(b)

fail to agree that the relevant interest shall be transferred to the Group, then the acquiring Principal shall use its commercially reasonable efforts (taking into consideration the relevant market conditions) to divest the relevant interest within the following 36 months;

29.6.5

operating any existing or future online or e-commerce businesses (including any online advertising or promotion business, including, for the avoidance of doubt, Price Comparison Business) in the following spheres:

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(x)

(xi)

(xii)

(xiii)

29.6.6

in the case of Sberbank only:

(i)

(a)

(b)

(c)

(ii)

(iii)

(iv)

29.6.7

in the case of YNV only, **

29.7

Non-Discrimination

YNV undertakes to each of Sberbank and the Company that during the Exclusivity Period, and within the Exclusivity Territory YNV shall (and shall procure that its Affiliates shall):

29.7.1

in relation to any Yandex Services Promotion Features, treat the Group as a Yandex Service Company; and

29.7.2

provide Yandex Services Promotion Features to the Group on similar and non-discriminatory terms as compared with the terms and conditions of promotion of other Yandex Service Companies, subject to restrictions which also apply to other Yandex Service Companies (including restrictions applicable to priority advertising campaigns of a relevant Yandex Service Company or a service of YNV Affiliate). YNV and its Affiliates shall have the right not to include in any new Yandex Services Promotion Features any promotion tools which may be created in the future and which: (a) constitute a part of the corresponding functionality of a service of a Yandex Service Company; or (b) assume the need for technical integration with the service providing the promotion tool; or (c) are provided to Yandex Service Companies on a commercial basis, including in accordance with the policy of the service providing such promotion tool.

29.8

General principles of co-operation between the Company and the Principal Shareholders

29.8.1

The Parties intend that, other than as set out in the Transaction Documents, the Company’s relationship with each of the Principal Shareholders shall be based on the principles of reciprocity and mutual benefit, having regard to the industry and market standing of the Company and each of the Principal Shareholders.

29.8.2

Each of the Principal Shareholders may invite the Company to participate in its new business initiatives and pilot projects, but the Board shall be free to decide, in its sole discretion, to what extent the Group shall participate therein (if at all).

29.8.3

Unless otherwise required by applicable Laws, the Parties agree that the internal corporate by-laws, policies, standards or other regulations of the Principal Shareholders shall not directly apply to the Company, and that the Board shall be free to decide, in its sole discretion, to what extent (if at all) to implement any such by-laws, policies standards or regulations at the Group level.

29.9

29.9.1

29.9.2

29.9.3

(i)

(a)

(b)

(ii)

Confidentiality

30.1

Announcements

No public announcement of any kind shall be made in respect of this Agreement except as otherwise agreed in writing between the Principal Shareholders or unless required by the Laws, in which case the Principal Shareholder concerned shall take all reasonable steps to obtain the consent of the other Principal Shareholder to the contents of the announcement, such consent not to be unreasonably withheld or delayed, and the Principal Shareholder or the Affiliate of the Principal Shareholder making the announcement (as the case may be) shall (unless it is not reasonably practicable to do so) give a copy of the text to the other Principal Shareholder prior to the announcement being released.

30.2

Confidential Information

Subject to Clauses ‎30.1 and ‎30.3, each Party shall keep confidential and shall procure that its respective Affiliates and their respective officers, employees, agents and advisers keep confidential the following (the “Confidential Information”):

30.2.1

all communications between each Shareholder and the Group;

30.2.2

all information and other materials supplied to or received by each Shareholder from the Group which are either marked “confidential” or are by their nature intended to be for the knowledge of the recipient alone; and

30.2.3

any information relating to:

(i)

this Agreement, the Business which a Shareholder may have or acquire through ownership of an Interest in the Company, all information concerning the business transactions and/or financial arrangements of the Group; and

(ii)

the customers, business, assets or affairs of a Shareholder or its Affiliates and all information concerning the business transactions and/or financial arrangements of a Shareholder or its Affiliate which the other Parties may have, or acquire, through being a Shareholder or making appointments to the Board,

and shall not use any Confidential Information for its own business purposes or disclose any Confidential Information to any third party without the consent of the other Parties.

30.3

Exclusions

30.3.1

Clause ‎30.2 shall not prohibit disclosure or use of any information if and to the extent:

(i)

the information is or becomes publicly available (other than by breach of this Agreement);

(ii)

both Principal Shareholders have given prior written approval to the disclosure or use;

(iii)

information about the Group which the Board has confirmed in writing to the Shareholders is not confidential;

(iv)

the information is independently developed by a Party after the date of this Agreement;

(v)

the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of either Party or any of its Affiliates is listed (including where this is required as part of any actual or potential offering, placing and/or sale of securities of that Party or any of its Affiliates);

(vi)

the disclosure or use is required for the purpose of any judicial or arbitral proceedings arising out of or in connection with this Agreement or any documents to be entered pursuant to it;

(vii)

the disclosure of information is made to any Tax Authority to the extent such disclosure is reasonably required for the purposes of the tax affairs of the Party concerned or any of its Affiliates;

(viii)

the disclosure of information is made by a Principal Shareholder to its Affiliates, directors, employees or professional advisers on a need to know basis and on terms that such parties undertake to comply with the provisions of this Clause ‎30 as if they were a party to this Agreement; or

(ix)

the disclosure of information is made by a Principal Shareholder on a confidential basis to a bona fide third party (not being a Restricted Transferee) or professional advisers or financiers of such third party wishing to acquire Shares from such Principal Shareholder in accordance with the terms of this Agreement to the extent that any such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase PROVIDED THAT no such disclosure shall be made unless such person has agreed to be bound to observe the restrictions under this Clause ‎30 to which the Principal Shareholder concerned is subject,

provided that prior to disclosure or use of any information pursuant to Clause ‎30.3.1(v) or ‎30.3.1(vi), the Party concerned shall consult with the other Parties insofar as is reasonably practicable.

30.4

Return of Confidential Information

Where a Principal Shareholder ceases to be a Shareholder, such Principal Shareholder shall promptly return all written Confidential Information provided to it or its Affiliates or its or their officers, employees, agents or advisers which is in such Principal Shareholder’s possession or under its custody and control without keeping any copies thereof, provided that such Principal Shareholder may retain any Confidential Information relating to the other Shareholders, the Company, the Group or the Business as may be required by the Laws or contained or referred to in board minutes or in documents referred to therein and such Principal Shareholder’s advisers may keep one copy of any documents in their possession for record purposes without prejudice to any duties of confidentiality contained in this Agreement.

30.5

Damages not an adequate remedy

PART I – GENERAL

General

31.1

Arbitration

31.1.1

The Parties agree that, in respect of any claim, dispute or difference or controversy of whatever nature arising out of, relating to, or in connection with this Agreement (including a claim, dispute, difference or controversy regarding its existence, termination, validity, interpretation, performance, breach, the consequences of its nullity or any non-contractual obligations arising out of or in connection with this Agreement) (each, a “Dispute”), they shall notify in writing the other parties and attempt in good faith to resolve such Dispute. If no such resolution can be reached during the ** following the date of such written notice, then such Dispute shall be referred upon the application of any party to, and finally settled by, arbitration in accordance with the London Court of International Arbitration (“LCIA”) Rules (the “Rules”) as in force at the date of this Agreement, which Rules, as amended by this Clause ‎31.1, are deemed to be incorporated into this Clause ‎31.1, and capitalised terms used in this Clause ‎31.1 which are not otherwise defined in this Agreement have the meaning given to them in the Rules.

31.1.2

The number of arbitrators shall be three, one of whom shall be nominated by the Claimant(s) between them, one by the Respondent(s) between them, and the third of whom, who shall act as presiding arbitrator of the tribunal, shall be nominated by the two party-nominated arbitrators, provided that if the third arbitrator has not been nominated within ** of the nomination of the second party nominated arbitrator, such third arbitrator shall be appointed by the LCIA.

31.1.3

The seat of arbitration shall be London, England and the language of arbitration shall be English. Sections 45 and 69 of the Arbitration Act 1996 shall not apply.

31.1.4

No party shall be required to give general discovery of documents but may be required only to produce specific, identified documents or classes of documents which are relevant to the Dispute.

31.1.5

Each party agrees that the arbitration agreement set out in this Clause ‎31.1 and the arbitration agreement contained in each other Transaction Document (other than the Ancillary Agreements and all documents entered into pursuant to the Ancillary Agreements) shall together be deemed to be a single arbitration agreement.

31.1.6

Each party consents to being joined to any arbitration commenced under any Transaction Document on the application of any other party if the Arbitral Tribunal so allows, and subject to and in accordance with the Rules. Before the constitution of the Arbitral Tribunal, any party to an arbitration commenced pursuant to this Clause ‎31.1 may effect joinder by serving notice on any party to any Transaction Document whom it seeks to join to the arbitration proceedings, provided that such notice is also sent to all other parties to the Dispute and the LCIA Court within ** of service of the Request for Arbitration. The joined party will become a claimant or respondent party (as appropriate) to the arbitration proceedings and participate in the arbitrator appointment process in Clause ‎31.1.2.

31.1.7

An Arbitral Tribunal constituted under this Agreement may consolidate an arbitration hereunder with an arbitration under any other Transaction Document if the arbitration proceedings raise common questions of law or fact, and subject to and in accordance with the Rules. For the avoidance of doubt, this Clause ‎31.1.7 is an agreement in writing by all parties to any arbitrations to be consolidated for the purposes of Article 22.1(ix) of the Rules. If an Arbitral Tribunal has been constituted in more than one of the arbitrations in respect of which consolidation is sought pursuant to this Clause ‎31.1.7, the Arbitral Tribunal which shall have the power to order consolidation shall be the Arbitral Tribunal appointed in the arbitration with the earlier Commencement Date under Article 1.4 of the Rules (i.e. the first-filed arbitration). Notice of the consolidation order must be given to any arbitrators already appointed in relation to any of the arbitration(s) which are to be consolidated under the consolidation order, all parties to those arbitration(s) and the LCIA Registrar. Any appointment of an arbitrator in the other arbitrations before the date of the consolidation order will terminate immediately and the arbitrator will be deemed to be discharged. This termination is without prejudice to the validity of any act done or order made by that arbitrator or by any court in support of that arbitration before that arbitrator’s appointment is terminated; his or her entitlement to be paid proper fees and disbursements; and the date when any claim or defense was raised for the purpose of applying any limitation bar or any similar rule or provision. If this clause operates to exclude a party’s right to choose its own arbitrator, each party irrevocably and unconditionally waives any right to do so.

31.1.8

To the extent permitted by applicable Laws, each party waives any objection, on the basis that a Dispute has been resolved in a manner contemplated by Clauses ‎31.1.6 to ‎31.1.7, to the validity and/or enforcement of any arbitral award.

31.1.9

Each party agrees that any arbitration under this Clause ‎31.1 shall be confidential to the parties and the arbitrators and that each party shall therefore keep confidential, without limitation, the fact that the arbitration has taken place or is taking place, all non-public documents produced by any other party for the purposes of the arbitration, all awards in the arbitration and all other non-public information provided to it in relation to the arbitral proceedings, including hearings, save to the extent that disclosure may be requested by a regulatory authority, or required of it by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

31.1.10

The law of this arbitration agreement, including its validity and scope, shall be English law.

31.1.11

This agreement to arbitrate shall be binding upon the parties, their successors and permitted assigns.

31.2

Governing law and submission to jurisdiction

31.2.1

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

31.2.2

Each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of England to support and assist the arbitration process pursuant to Clause ‎31.1,

including if necessary the grant of interlocutory relief pending the outcome of that process.

31.3

Warranties

Each Party warrants to each other Party that each of the following statements is true and accurate as of the date of this Agreement:

31.3.1

it is validly existing and is a company duly incorporated under the law of its jurisdiction of incorporation;

31.3.2

it has the legal right and full power and authority to enter into and perform this Agreement;

31.3.3

this Agreement will, when executed, constitute valid and binding obligations on it; and

31.3.4

it has taken all corporate action required by it to authorise it to enter into and to perform this Agreement.

31.4

Notices

31.4.1

Any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:

(i)

in writing;

(ii)

in English language; and

(iii)

delivered by hand, registered post, pre-paid recorded delivery, pre-paid special delivery or courier using an internationally recognised courier company.

31.4.2

A Notice to Sberbank shall be sent to such party at the following address, or such other persons or address as Sberbank may notify to the other Parties from time to time:

PJSC Sberbank of Russia

19 Vavilova Street

Moscow 117997

Russia

Attention:

with a copy (which shall not constitute Notice) to:

Linklaters CIS
Paveletskaya sq.2 bld. 2
Moscow 115054

Russia
Email: **

31.4.3

A Notice to Sberbank Nominee shall be sent to such party at the following address, or such other person or address as Sberbank Nominee may notify to the other Parties from time to time:

«Digital assets» Limited

19 Vavilova Street

Moscow 117997

Russia

Attention: **

Email:

31.4.4

A Notice to YNV shall be sent to such party at the following address, or such other person or address as YNV may notify to the Parties from time to time:

Yandex N.V.

Schiphol Boulevard 165

Schiphol 1118 BG

Netherlands

Attention: **

Email: **

with a copy (which shall not constitute Notice) to:

Yandex LLC

16 Lva Tolstogo Street

Moscow 119021 Russia

Email: **

Morgan, Lewis & Bockius UK LLP

Condor House, 5-10 St. Paul's Churchyard

London EC4M 8AL United Kingdom

Email: **

31.4.5

A Notice to the Stichting shall be sent to such party at the following address, or such other person or address as Stichting may notify to the Parties from time to time:

Stichting Yandex.Market Equity Incentive

Schiphol Boulevard 165

Schiphol 1118 BG

Netherlands

Attention: Yandex.Market B.V

31.4.6

A Notice to the Company shall be sent to such party at the following address, or such other person or address as the Company may notify to the Parties from time to time:

Yandex.Market B.V.

Schiphol Boulevard 165

Schiphol 1118 BG

Netherlands

Attention: **

Email: **

with a copy (which shall not constitute Notice) to:

Morgan, Lewis & Bockius UK LLP

Condor House, 5-10 St. Paul's Churchyard

London EC4M 8AL United Kingdom

Email: **

31.4.7

A Notice shall be effective upon receipt and shall be deemed to have been received:

(i)

at 9:00 am on the second Business Day after posting or at the time recorded by the delivery service; or

(ii)

at the time of delivery, if delivered by hand or courier.

31.5

Whole agreement and remedies

31.5.1

This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.

31.5.2

Each Party agrees and acknowledges that:

(i)

in entering into this Agreement, it is not relying on any representation, warranty or undertaking not expressly incorporated into it; and

(ii)

its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement and each of the Parties waives all other rights and remedies (including those in tort or arising under statute) in relation to any such representation, warranty or undertaking.

31.5.3

In this Clause ‎31.5 “this Agreement” includes the Transaction Documents and all documents entered into pursuant to this Agreement.

31.5.4

Nothing in this Clause ‎31.5 excludes or limits any liability for fraud.

31.6

Legal advice and reasonableness

Each Party to this Agreement confirms that it has received independent legal advice relating to all the matters provided for in this Agreement, including the terms of Clause ‎31.5, and agrees that the provisions of this Agreement (including all documents entered into pursuant to this Agreement) are fair and reasonable.

31.7

Unlawful fetter

The Company is not bound by any provision of this Agreement to the extent it constitutes an unlawful fetter on any statutory power of the Company.

31.8

Conflict with the Articles

In the event of any ambiguity or discrepancy between the provisions of this Agreement and the Articles, it is intended that the provisions of this Agreement shall prevail and accordingly the Shareholders shall exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Agreement and shall further if necessary procure any required amendment to the Articles provided that such amendment to the Articles shall not contravene applicable Laws. The Company is not bound by this Clause ‎31.8.

31.9

No partnership

Nothing in this Agreement shall be deemed to constitute a partnership between the Parties hereto or constitute any Party the agent of any other Party for any purpose.

31.10

Release etc.

Any liability owing from any Shareholder or the Company under this Agreement may in whole or in part be released, compounded or compromised or time or indulgence given by a Shareholder or the Company in its absolute discretion without in any way prejudicing or affecting its Rights against any other Party under the same or a like liability, whether joint and several or otherwise, or the Rights of any other Party.

31.11

Survival of rights, duties and obligations

31.11.1

Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to another Party or which thereafter may accrue in respect of any act or omission prior to such termination.

31.11.2

If a Party ceases to be a Party to this Agreement for any cause, such Party shall not be released from any liability which at the time of the cessation has already accrued to another Party or which thereafter may accrue in respect of any act or omission prior to such cessation.

31.12

Waiver

No failure of any Shareholder or the Company to exercise, and no delay by it in exercising, any Right shall operate as a waiver of that Right, nor shall any single or partial exercise of any Right preclude any other or further exercise of that Right or the exercise of any other Right.

31.13

Variation

No amendment to this Agreement shall be effective unless signed by or on behalf of each of the Principal Shareholders.

31.14

No assignment

31.14.1

Except as otherwise expressly provided in this Agreement (including pursuant to Clause ‎22.3), none of the Parties may, without the prior written consent of the others, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement.

31.14.2

This Agreement shall be binding on the Parties and their respective successors and assigns.

31.15

Further assurance

Each of the Parties shall (i) from time to time execute such documents and perform such acts and things as any Party may reasonably request from time to time in order to carry out the intended purpose of this Agreement; (ii) vote its Shares so as to give full effect to this Agreement; (iii) cause each Director appointed by it to take all steps necessary to carry out the intended purposes of this Agreement; and (iv) use reasonable endeavours to procure that any necessary third party shall execute such documents and do such acts and things as may reasonably be required in order to carry out the intended purpose of this Agreement.

31.16

Invalidity/severance

31.16.1

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.

31.16.2

To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause ‎31.16.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause ‎31.16.1, not be affected.

31.17

Counterparts

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any Party may enter into this Agreement by executing any such counterpart.

31.18

Costs

Each Party shall bear all costs incurred by it in connection with the preparation, negotiation and execution of this Agreement.

31.19

Third party rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Agreement except that any person who enters into a Deed of Adherence in accordance with Clause ‎25.7 may enforce and rely on this Agreement to the same extent as if it were a party to it.

In witness of which this Agreement has been duly executed on the date set out on the first page hereof.


EXECUTED by ____________ on behalf of PJSC Sberbank of Russia:

EXECUTED by ____________ on behalf of «Digital assets» Limited:

EXECUTED by ____________ on behalf of Yandex N.V.:

EXECUTED by ____________ on behalf of Stichting Yandex.Market Equity Incentive:

EXECUTED by ____________ on behalf of Yandex.Market B.V.:

Deed of Adherence
(Clause ‎25.7)

This Deed of Adherence is made on [date] by [ ], a company incorporated [in [ ] /under the laws of [ ]] under registered number [ ] whose [registered/principal office is at [ ]] (the “New Shareholder”).

Recitals:

(D)

[ ] (the “Transferor”) is proposing to transfer to the New Shareholder [number] shares of [ ] each in the capital of Yandex.Market B.V. (the “Company”).

(E)

This Deed of Adherence is entered into in compliance with Clause ‎25.7 (Deed of Adherence) of a shareholders’ agreement made on [date] between (1) [ ] , (2) [ ],and (4) [ ] as such agreement has been or may be amended, supplemented or novated from time to time (the “Agreement”).

It is agreed as follows:

The New Shareholder confirms that it has been supplied with and has read a copy of the Agreement.

The New Shareholder agrees (a) to assume the benefit of the rights of the Transferor under the Agreement (including any rights accrued in respect of the shares transferred by the Transferor) and (b) to observe, perform and be bound by all the obligations and terms of the Agreement capable of applying to the New Shareholder and which are to be performed on or after the date of this Deed, to the intent and effect that the New Shareholder shall be deemed with effect from the date on which the New Shareholder is registered as a member of the Company to be a party to the Agreement (as if named as a party to the Agreement).

This Deed is made for the benefit of (a) the original Parties to the Agreement and (b) any other person or persons who after the date of the Agreement (and whether or not prior to or after the date of this Deed) adhere to the Agreement.

The address of the New Shareholder for the purposes of Clause ‎31.4 (Notices) of the Agreement are as follows:

[●]

Clauses ‎31.1 (Arbitration) and ‎31.2 (Governing law and submission to jurisdiction) of the Agreement shall apply to this Deed as if set out in full herein.

EXHIBIT 4.8

27 November 2018

Limited Liability Company “NAPA”

and

Limited Liability Company “YANDEX”

AGREEMENT FOR SALE AND PURCHASE OF FUTURE THING No. 10204824

in respect of facilities located at:

15 Kosygina Street, Gagarinsky district, Moscow

Moscow

Contents Page

1................................................DEFINITIONS AND INTERPRETATION2

Beneficiary: LLC “YANDEX” corr. acct.: ** INN: 7736207543 KPP: 997750001 BIK: 044525187 settlement acct.: **12

or other details of the Purchaser of which the Purchaser may notify the Seller in accordance with the provisions of the Agreement;12

Beneficiary: LLC “YANDEX” Beneficiary’s address: 16 L’va Tolstogo Street, Moscow, 119021, Russia.................12

Account number: ** Beneficiary’s bank: VTB BANK (PJSC) SWIFT: VTBRRUMM Bank’s address: 43/1 Vorontsovskaya Street, Moscow, 109147, Russian Federation12

or other details of the Purchaser of which the Purchaser may notify the Seller in accordance with the provisions of the Agreement;12

Beneficiary: LLC “NAPA” corr. acct.: ** INN: 7703466743 KPP: 770301001 BIK: 044525187 settlement acct.: **.12

or other details of the Seller of which the Seller may notify the Purchaser in accordance with the provisions of the Agreement;13

“Third Component” has the meaning given in Clause 3.1(c);...............................................................................13

2................................SUBJECT MATTER OF THE AGREEMENT14

3......PURCHASE PRICE AND PAYMENT PROCEDURE15

4....TRANSFER OF TITLE AND STATE REGISTRATION18

5.TRANSFER OF THE FACILITIES AND THE LAND PLOT20

6..................................................................................LIABILITY OF THE PARTIES22

7....................................REPRESENTATIONS AND WARRANTIES23

8..............................................RECOVERY OF PECUNIARY LOSSES25

9................................................................................................QUALITY ASSURANCE26

10..........................................................................................................................................................TERM27

11..........................................................................................................................TERMINATION28

12..........................................................................................................................................NOTICES30

13............................................................................................................FORCE MAJEURE31

THIS SALE AND PURCHASE AGREEMENT (“Agreement”) is made on 27 November 2018 in Moscow, the Russian Federation

BETWEEN:

(1)Limited Liability Company “NAPA”, primary state registration number (OGRN) 1187746900428, located at: Suite 6 / Office 470, 10 Presnenskaya Embankment, Moscow, 123112, Russian Federation (the “Seller”), represented by General Director Evgeny Mikhailovich Alyoshin, acting pursuant to the Charter, and

(2)Limited Liability company “YANDEX”, primary state registration number 1027700229193, located at: 16 L’va Tolstogo Street, Moscow, 119021, Russian Federation (the “Purchaser”), represented by Andrey Olegovich Korolenko, acting pursuant to the power of attorney certified by Tatiana Yevgenyevna Nechaeva, notary of the city of Moscow, on 9 November 2018, registry No. 77/767-n/77-2018-3-880,

also together referred to as the “Parties” and each separately as a “Party”.

RECITALS:

(A)

As of the Execution Date: (i) OJSC owns the OJSC Premises, Metal Fencing and Other Property and OJSC possesses and uses the Land Plot under the Land Lease; (ii) the Owners of Third Party Premises own the Third Party Premises and an interest in the right of lease / use in respect of the Land Plot.

(B)

The OJSC Premises, the OJSC Lease Right and a part of the Other Property are mortgaged/pledged to VTB Bank as security for OJSC’s obligations under the Facility Agreement.

(C)

The Purchaser wishes to purchase the entire Building by purchasing the OJSC Premises, the Third Party Premises and Other Property as well as the Land Lease Right and the Metal Fencing (the OJSC Premises, Third Party Premises, Other Property and Metal Fencing are hereinafter referred to as the “Facilities”). In order to ensure that the Purchaser is able to purchase the Facilities and the Land Lease Right, the Seller intends to purchase the Facilities and the Land Lease Right and then, upon the purchase of all Facilities and the Land Lease Right, sell them to the Purchaser on the terms and subject to the conditions hereof.

(D)

The following agreements and documents have been agreed and approved by the Parties and executed prior to the Execution Date: (i) OJSC Collateral Account Agreements and Seller Collateral Account Agreements; (ii) Addendum to the Facility Agreement between VTB Bank and OJSC; (iii) Annexes to the Security Documents; (iv) Addendum to the Korston-Moscow Lease between OJSC and Limited Liability Company “Korston-Moscow” (primary state registration number 1077746247347); and (v) Option Agreements.

(E)

The following agreements have been agreed and approved by the Parties and have been or will be signed on or about the Execution Date: (i) OJSC Account Pledges and Seller Account Pledges; and (ii) the Settlement Agreement.

(F)

The approval of the Seller’s management bodies regarding the execution of the Agreement and the Third Party SPAs has been obtained (Minutes of the Extraordinary General Meeting of Shareholders of the Seller No. 12 dated 26 November 2018 in respect of the Agreement, Minutes of Extraordinary General Meetings of Shareholders of the Seller Nos. 2, 3, 4, 5, 6 and 7 dated 13 November 2018 and Nos. 8 and 9 dated 19 November 2018 in respect of the Third Party SPAs), and copies thereof have been transferred to the Purchaser on the Execution Date.

(G)

The approval of OJSC’s management bodies has been obtained with respect to the execution of the Settlement Agreement, the OJSC SPA and other related documents (minutes of the Extraordinary General Meeting of Shareholders of the Seller dated 24 September 2018), and a copy thereof has been transferred to the Purchaser.

(H)

Capitalized terms used but not defined in these Recitals shall have the meanings given to them in this Agreement.

THE PARTIES HEREBY AGREE AS FOLLOWS:

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement, unless otherwise expressly required by the context, the following capitalized terms and expressions shall have the following meanings:

“Documents Acceptance Certificate” means the acceptance certificate in respect of documents, executed by the Purchaser (as the transferee) and Limited Liability Company VTB Capital Zhilaya Nedvizhimost’, primary state registration number 1147746229377 (as the transferor), dated 12 November 2008;

“Landlord” means the City Property Department of the city of Moscow or its successor;

“Affiliate” means, in relation to any person, another person which directly or indirectly controls, is controlled by, or is under common control with, such person and persons controlled by such person, and members of a group of such person within the meaning of Federal Law No. 135-FZ “On Protection of Competition” dated 26 July 2006 (as amended on the Execution Date); for the purposes of this definition, a person is deemed to be “controlled” by another person if the latter is entitled (directly or indirectly, by virtue of ownership of shares or participation interests, or voting rights held by contract or otherwise) to appoint and/or remove executive bodies, all or a majority of members of the board of directors or other members of the management bodies of such person, or to give directions which are binding for such person, and the terms “control” and “to control” shall be construed accordingly;

“VTB Bank” means VTB Bank (Public Joint-Stock Company), a joint-stock company organized under the laws of the Russian Federation, located at: 29 Bol’shaya Morskaya Street, 190000, Saint Petersburg, primary state registration number 1027739609391, general license of the Central Bank of the Russian Federation No. 1000;

“Second Part of the Security Payment” has the meaning given in Clause 3.3;

“Guarantee Period” has the meaning given in Clause 9.1;

“State Registration” means state registration with the USRRP of the transfer of title to the Real Properties or any of them and the Land Lease Right, if it is subject to state registration, to the Purchaser;

“Civil Code” means the Civil Code of the Russian Federation (as amended);

“VTB Group” means VTB Bank and its subsidiaries / dependent entities included in the consolidated IFRS statements of VTB Bank;

“Transfer Deed Date” means the relevant date of execution of the Transfer Deed by the Parties, unless otherwise expressly required by the context;

“Execution Date” means the date of execution of this Agreement by the Parties;

“Payment Date” has the meaning given in Clause 3.8;

“Registration Date” means the relevant date of State Registration, unless otherwise expressly required by the context;

“Defect” means:

(a)

any non-conformity of the Facilities and/or the Land Plot to the requirements of this Agreement and/or Applicable Law; and/or

(b)

any physical defect or deficiency in the Facilities if such defect or deficiency impedes or makes impossible the Permitted Use of any Facility or any part thereof;

“** SPA” means the notarized sale and purchase agreement between **. ** (as sellers) and the Seller (as purchaser) in respect of the ** Premises;

“OJSC SPA” means the notarized sale and purchase agreement in respect of the OJSC Premises, including OJSC’s Lease Right, to be executed between the Seller (as purchaser) and OJSC (as seller);

“Third Party SPAs” means the notarized sale and purchase agreements and sale and purchase option agreements in respect of the Third Party Premises, to be executed between the Seller (as purchaser) and Owners of Third Party Premises (as sellers);

“Land Lease” means the lease agreement in respect of the Land Plot No. М-06-011534 dated 09 June 1998, between OJSC and other tenants (as tenant) and the Landlord (as landlord), as amended by the following addenda;

(a)

No. М-06-011534/1 dated 16 December 1998;

(b)

No. М-06-011534/2 dated 07 April 1999;

(c)

No. М-06-011534/3 dated 10 September 1999;

(d)

No. М-06-011534/4 dated 13 June 2000;

(e)

No. М-06-011534/5 dated 13 February 2001;

(f)

No. М-06-011534/6 dated 27 June 2005;

with the lease period expiring on 09 June 2047, and subject to the agreements for accession to the lease:

(a)

dated 07 September 2005 with ** (as tenant) (subject to the agreement for assignment of land lease rights dated 04 July 2017 and the addendum to the Land Lease dated 14 June 2018);

(a)

dated 20 March 2007 with LLC “RESONANCE-K” (as tenant);

(a)

dated 21 March 2007 with LLC “Galla Inter” (as tenant);

(a)

dated 22 March 2007 with LLC “GEMALADA” (as tenant);

(a)

dated 26 March 2007 with LLC “OFFICE-RENT” (as tenant);

(a)

dated 27 March 2007 with LLC “ANIKS” (as tenant),

with the lease period expiring on 09 June 2047;

“Land Lease 2” means the lease agreement in respect of Land Plot 2 No. М-06-506983 dated 08 September 2004, between OJSC (as tenant) and the Landlord (as landlord), with the initial lease period being until 08 September 2009 and subsequently prolonged for an indefinite period;

“Land Lease 3” means the lease agreement in respect of Land Plot 3 No. М-06-507994 dated 31 January 2006, between OJSC (as tenant) and the Landlord (as landlord), with the initial lease period being until 22 September 2010 and subsequently prolonged for an indefinite period;

“Korston Moscow Lease” means lease agreement in respect of real property No. 200/11 dated 01 August 2011 between OJSC (as landlord) and Korston-Moscow (as tenant), as amended by the following addenda: No. 1 dated 16 November 2011, No. 2 dated 01 January 2012, No. 3 dated 07 February 2012, No. 4 dated 01 July 2013, No. 5 dated 01 January 2014, No. 6 dated 07 February 2014, No. 7 dated 02 May 2014, No. 8 dated 01 July 2014, No. 9 dated 18 December 2014, No. 10 dated 01 April 2015, No. 11 dated 23 December 2015, No. 12 dated 24 December 2015, No. 12/1 dated 31 December 2015, No. 13 dated 21 April 2016, No. 14 dated 31 May 2016, No. 13 dated 31 December 2016, and the Addendum to the Korston Moscow Lease;

“Mortgage” means mortgage (pledge of real property) agreement No. 31-108/19/550-13-ZN/454 dated 20 December 2013 between OJSC (as mortgagor) and VTB Bank (previously known as OJSC “Bank of Moscow”) (as mortgagee) in respect of the OJSC Premises and OJSC’s interest in the lease right to the Land Plot, as amended by the following addenda: No. 1 dated 11 April 2014, No. 2 dated 09 July 2014, No. 3 dated 30 December 2014 and No. 4 dated 30 December 2016;

“Bank Assignment Agreement” means the agreement for assignment of rights (claims) in respect of, inter alia, the rights (claims) of VTB Bank against OJSC under the Facility Agreement to be entered into between VTB Bank (as assignor) and the Purchaser (as assignee);

“Equipment Pledges” means equipment pledge agreement No. 31-108/15/454-13-DO/1 dated 30 June 2017 between OJSC (as pledgor) and VTB Bank (as pledgee) and equipment pledge agreement No. 31-108/15/454-13-DO/2 dated 27 July 2017 between Korston Moscow (as pledgor) and VTB Bank (as pledgee);

“OJSC Account Pledges” means the agreement for pledge of rights under bank (collateral) account agreement No. ** and the agreement for pledge of rights under bank (collateral) account agreement No. ** in respect of, inter alia, the OJSC Collateral Account, entered into on 20 November 2018 between OJSC (as pledgor) and VTB Bank (as pledgee and account bank) to secure the obligations of OJSC under the Facility Agreement in the form agreed with the Purchaser;

“Seller Account Pledges” means the agreements for pledge of rights under the Seller Collateral Account Agreements, to be entered into between the Seller (as pledgor) and VTB Bank (as pledgee and account bank) to secure the obligations of the Seller under the Bank Guarantee in the form agreed with the Purchaser;

“OJSC Collateral Account Agreements” means the bank account agreement in respect of foreign currency bank account (collateral account) No. ** and bank account agreement in respect of Russian currency bank account (collateral account) No. ** (in respect of the OJSC Collateral Account), entered into on 1 November 2018 between OJSC (as client) and VTB Bank (as account bank);

“Seller Collateral Account Agreements” means the bank account agreement in respect of foreign currency bank account (collateral account) No. ** and bank account agreement in respect of Russian currency bank account (collateral account) No. **, entered into on 09 November 2018 in respect of the Seller Collateral Accounts between the Seller (as client) and VTB Bank (as account bank);

“Utility Services Agreements” means the agreements to which OJSC is a party, listed in Schedule 6;

“Asset Charges” means the Mortgage, Equipment Pledges and agreement for pledge of lease rights to land plots No. 552-13-ZN/454-DI/4 dated 12 April 2017 between OJSC (as pledgor) and VTB Bank (as pledgee) in respect of the lease right to Land Plot 2 and Land Plot 3;

“Option Agreements” means, collectively, the Put Option and Put Option 2;

“Subleases” means sublease agreements between Korston Moscow (as tenant) and the subtenants listed in the OJSC SPA, which will be executed after the Execution Date in the form agreed with the Purchaser;

“Security Documents” means the documents set out in the Settlement Agreement and transferred under the Documents Acceptance Certificate;

“Participation Interest” means the participation interest in the Seller’s charter capital, with a nominal value of nine hundred ninety-nine thousand nine hundred roubles (RUB 999,900), which constitutes ninety-nine point ninety-nine percent (99.99%) of the Seller’s charter capital;

“Participation Interest 2” means the participation interest in the Seller’s charter capital, with a nominal value of one hundred roubles (RUB 100), which constitutes zero point zero one percent (0.01%) of the Seller’s charter capital;

“Transaction Documents” means agreements and documents listed in Schedule 4, provided that, for the purposes of this Agreement, the term “Transaction Documents” and each of documents and transactions designated as the Transaction Documents and listed in Schedule 4 means the version of the relevant document transferred to the Purchaser under the Documents Acceptance Certificate, and in case of any change in agreements (draft agreements) and/or documents after the execution of the Documents Acceptance Certificate, subject only to those changes that have been agreed with the Purchaser;

“Annexes to Seller Collateral Account Agreements” has the meaning given in the Settlement Agreement;

“Annexes to Security Documents” means addenda or confirmation letters to the Security Documents which confirm or reflect amendments to the Facility Agreement set out in the Addendum to the Facility Agreement, which were entered into prior to the Execution Date between VTB Bank and the relevant party to each Security Document or executed by the relevant security providers under the Security Documents and transferred to the Purchaser under the Documents Acceptance Certificate;

“Addendum to the Korston Moscow Lease” means addendum No. 15 to the Korston Moscow Lease dated 30 October 2018, registered with the USRRP on 09 November 2018, which, inter alia, reduces the lease period under the Korston Moscow Lease;

“Addendum to the Facility Agreement” means addendum No. 8 dated 15 November 2018 to the Facility Agreement entered into by OJSC (as borrower) and VTB Bank (as lender);

“USRRP” means the Unified State Register of Real Property of the Russian Federation;

“USRLE” means the Unified State Register of Legal Entities of the Russian Federation;

“Seller’s Representations” means representations as to circumstances, given by the Seller hereunder and set out in Clause 7.1 hereof (for the Seller) and Schedule 5;

“Parties’ Representations” means all representations as to circumstances, given by each Party to the other Party with respect to itself and set out in Clause 7.1 hereof;

“OJSC Collateral Account” means settlement (collateral) RUB account of OJSC No. **, opened with VTB Bank (Russian bank identification code (BIK) 044525187, correspondent account **, Russian Classifier of Businesses and Organizations (OKPO) 00032520, Russian taxpayer identification number (INN) 7702070139, OGRN 1027739609391);

“Seller Collateral Accounts” means the Seller RUB Collateral Account and the Seller USD Collateral Account;

“Seller RUB Collateral Account” means settlement (collateral) RUB account of the Seller No. **, opened with VTB Bank (BIK 044525187, correspondent account **, OKPO 00032520, INN 7702070139, OGRN 1027739609391);

“Seller USD Collateral Account” means settlement (collateral) USD account of the Seller No. **, opened with VTB Bank (BIK 044525187, correspondent account **, OKPO 00032520, INN 7702070139, OGRN 1027739609391);

“Building” means the building with cadastral number 77:06:0001002:1032 located on the Land Plot;

“Land Code” means the Land Code of the Russian Federation, as amended;

“Land Plot” means the land plot with cadastral number 77:06:0001002:60 and total area of 31,812 sq. m, located at the address established in relation to the landmark within the boundaries of the land plot; postal address of the landmark: Plot 15, Kosygina Street, Moscow, land category: land for habitation, permitted use: hotel service (4.7) (land designated for hotels (1.2.6)); business management (4.1) (land designated for business and commercial office buildings (1.2.7)); catering (4.6) (land designated for trading, catering and amenities facilities (1.2.5)), which is, as of the Execution Date, leased by OJSC and the persons set out in paragraph (b) of the definition of the “Land Plot Encumbrances” under the Land Lease, as reflected in the USRLE extract referred to in Schedule 2 hereto;

“Land Plot 2” means the land plot with cadastral number 77:06:0001002:129 and total area of 7,312 sq. m, located at the address established in relation to the landmark within the boundaries of the land plot; postal address of the landmark: Plot 15, Kosygina Street, Moscow, which is, as of the Execution Date, leased by OJSC under Land Lease 2;

“Land Plot 3” means the land plot with cadastral number 77:06:0001002:85 and total area of 500 sq. m, located at the address established in relation to the landmark within the boundaries of the land plot; postal address of the landmark: Plot 15, Kosygina Street, Moscow, which is, as of the Execution Date, leased by OJSC under Land Lease 3;

“Other Property” means non-removable improvements of the Land Plot and non-removable improvements of the Real Properties, including those listed in Schedule 3 hereto, but excluding the property which is included in the OJSC Premises and set out in the definition of “OJSC Premises”;

“Other Agreements” means the agreements to which OJSC is a Party as of the Execution Date, listed in Schedule 7;

“Utility Services” means power supply, heat supply, water supply, waste water collection and water disposal;

“OJSC Component” has the meaning given in Clause 3.1(a);

“Third Party Component” has the meaning given in Clause 3.1(b);

“Confidential Information” has the meaning given in Clause 14.1;

“Korston Moscow” means Limited Liability Company “Korston-Moscow”, OGRN 1077746247347, INN 7736553504, located at: 15 Kosygina Street, 119334, Moscow, 100% participatory interest in which is held by OJSC as of the Execution Date;

“Facility Agreement” means facility agreement (facility) No. 31-108/15/454-13-KR dated 30 October 2013 between OJSC (as borrower) and VTB Bank (previously known as OJSC “Bank of Moscow”) (as lender), as amended by addenda No. 1 dated 07 November 2013, No. 2 dated 30 January 2014, No. 3 dated 26 May 2014, No. 4 dated 16 September 2014, No. 5 dated 30 December 2016, No. 6 dated 24 May 2017, No. 7 dated 08 May 2018 and the Addendum to the Facility Agreement;

“VTB Bank Exchange Rate” means the RUB/USD exchange rate expressed as USDRUB_MOEX – (minus) 10 kopecks as on the relevant payment date, provided that, for the purposes of this definition, USDRUB_MOEX means the RUB/USD exchange rate expressed as the amount of Roubles for one US Dollar, for next day settlements, announced by PJSC Moscow Exchange (MOEX) on the webpage moex.com/en/fixing as MOEX USD/RUB FX Fixing at approximately 12:35 p.m. (Moscow time) on the relevant payment date;

“Metal Fencing” means the metallic fencing with cadastral number 77:06:0001002:9415 and the length of 841 m, located on the Land Plot, which, as of the Execution Date, is owned by OJSC in accordance with Order of the State Committee of the Russian Federation for the Management of State Property No. 658-R dated 28 July 1997 and the Transfer Deed dated 28 September 1997, which is confirmed by Certificate of State Registration of Right dated 03 May 2012, series 77-AN 750797, issued by the Moscow Office of the Federal Service for State Registration, Cadastral Records and Cartography, of which a registration entry was made in the Unified State Register of Rights to Real Property and Transactions with It on 03 May 2012 under No. 77-77-22/026/2012-650, and the USRRP extract referred to in Schedule 2 hereto;

“IFRS” means the international accounting standards, international financial reporting standards and related interpretations issued, adopted and amended from time to time by the International Accounting Standards Board;

“Tax” means:

(a)

all taxes, levies and insurance premiums, including all federal, regional, local and other taxes, special tax treatments, duties, excises, contributions to the Pension Fund of the Russian Federation, Social Insurance Fund of the Russian Federation, Mandatory Medical Insurance Fund of the Russian Federation and other taxes, levies and insurance premiums of any kind (whether direct or withheld, whether or not they require filing a return and whether paid to the budget or to non-budgetary funds), charged or collected by any Authority;

(b)

all arrears, penalties, fines and interest relating to any tax, levy or insurance premium referred to in paragraph (a) of this definition; and

(c)

any liability to set off or refund from the budget in relation to the payment of any tax, levy or insurance premium referred to in paragraph (a) of this definition;

“VAT” means the value added tax provided for by Applicable Law;

“OJSC” means Open Joint-Stock Company Hotel Complex “ORLYONOK”, organized and existing under the laws of the Russian Federation, located at: 15 Kosygina Street, Moscow, 119334, Russian Federation, OGRN 1027739582815;

“Security Payment” means, together, the First Part of the Security Payment and the Second Part of the Security Payment;

“Encumbrance” means any encumbrance or restriction, third party right or limitation or rights, whether or not registered, which is established or claimed by contract, law or judicial act which has come into effect (whenever adopted), including, but not limited to:

(a)

any pledge, mortgage (including mortgage by law), charge, lease, sublease, easement, attachment, injunction, lien, right of perpetual use, right of free use for a fixed period, trust or pre-emption right;

(b)

third party right under option to enter into a contract, option agreement, preliminary agreement, sale and purchase agreement in respect of a future thing, sale and purchase agreement with deferred performance, or in accordance with any other agreement or transaction;

(c)

other transaction or agreement on disposal of property;

(d)

actual use;

(e)

attachment or prohibition of certain actions, or legal claims registered by a competent authority or filed with a court; and/or

(f)

any agreement or transaction creating or establishing any of the above,

with the exception of the Permitted Encumbrances;

“Other Property Encumbrances” means the following Encumbrances existing as of the Execution Date in respect of the Other Property: the pledge under the Equipment Pledges;

“Third Party Premises Encumbrances” means the encumbrances designated as the “Permitted Encumbrances” in the Third Party SPAs;

“Premises Encumbrances” means the following Encumbrances existing as of the Execution Date in respect of the Premises:

(a)

lease under the Korston Moscow Lease (for the avoidance of doubt, subject to the Addendum to the Korston Moscow Lease);

(a)

sublease under the Subleases;

(a)

pledge (mortgage) under the Mortgage;

“Land Plot Encumbrances” means the following Encumbrances existing as of the Execution Date in respect of the Land Plot:

(a)

pledge (mortgage) of lease rights under the Mortgage; and

(a)

lease to the benefit of the following legal entities and individuals: OJSC, Limited Liability Company “RESONANCE-K”, Limited Liability Company “Galla Inter”, Limited Liability Company “GEMALADA”, Limited Liability Company “OFFICE-RENT”, Limited Liability Company “ANIKS”, **, under the Land Lease;

“Circumstances of Losses” has the meaning given in Clause 8.1;

“Facilities” has the meaning given in Recital (C);

“Real Properties” means all Facilities, with the exception of the Other Property;

“OJSC Facilities” means all Facilities, with the exception of the Third Party Premises;

“Put Option” means the notarized agreement dated 12 November 2018 for the option to enter into the sale and purchase agreement in respect of the Participation Interest between the Seller’s Member and the Purchaser, pursuant

to which the Purchaser has offered to the Seller’s Member to enter into the sale and purchase agreement in respect of the Participation Interest;

“Put Option 2” means the notarized agreement dated 12 November 2018 for the option to enter into the sale and purchase agreement in respect of Participation Interest 2 between Seller’s Member 2 and Yandex Technologies, pursuant to which Yandex Technologies has offered to Seller’s Member 2 to enter into the sale and purchase agreement in respect of Participation Interest 2;

“Authority” means any legislative, executive or judicial authority (whether federal, regional or municipal) of any country (or international / supranational organization), and any organizations, institutions, enterprises and other persons vested with governmental or other public powers;

“First Part of the Security Payment” has the meaning given in Clause 3.2;

“First Claim” has the meaning given in Clause 11.6;

“Initial Registration” means state registration with the USRRP of the transfer to the Seller of title to the Facilities and, if subject to state registration, the Land Lease Right under the OJSC SPA and the Third Party SPAs;

“Initial Transfer Deeds” means transfer deeds in respect of transfer and acceptance of the Facilities and the Land Plot under the OJSC SPA and Third Party SPAs, to be made and executed by the Seller with OJSC and the Owners of Third Party Premises in accordance with the OJSC SPA and Third Party SPAs, respectively;

“Transfer Deed” means the transfer deed(s) in respect of transfer and acceptance of the Facilities and the Land Plot hereunder between the Seller and the Purchaser, which shall be made and executed by the Parties in the form set out in Schedule 1 (if more than one transfer deed is made, with necessary adjustments to such form with respect to the transferred property);

“Purchase Price” has the meaning given in Clause 3.1;

“** Premises” means the premises with cadastral number 77:06:0001001:2695 and total area of 236.3 sq. m, owned jointly by ** (1/2 share) and ** (1/2 share);

“OJSC Premises” means non-residential premises with cadastral number 77:06:0001002:9745 and total area of 42,184.2 sq. m (including the property in such premises), located in the Building which, as of the Execution Date, is owned by OJSC in accordance with Order of the State Committee of the Russian Federation for the Management of State Property No. 658-R dated 28 July 1997 and the Transfer Deed dated 28 September 1997, of which a registration entry was made in the Unified State Register of Rights to Real Property and Transactions with It on 29 January 1999 under No. 77-01/00-001/1998-35252b, which is confirmed by Certificate of State Registration of Right dated 25 September 2015, issued by the Moscow Office of the Federal Service for State Registration, Cadastral Records and Cartography and the USRRP extract referred to in Schedule 2 hereto;

“Third Party Premises” means the following non-residential premises located in the Building (other than the OJSC Premises):

(b)

premises with cadastral number 77:06:0001001:2696 and total area of 214.6 sq. m, owned by Limited Liability Company “ANIKS”, OGRN 1037739514504, INN 7706032582;

(c)

** Premises;

(d)

premises with cadastral number 77:06:0001001:2693 and total area of 733.3 sq. m, owned by **;

(e)

premises with cadastral number 77:06:0001001:2690 and total area of 211.2 sq. m, owned by Limited Liability Company “Galla Inter”, OGRN 1027739126227, INN 7709286151;

(f)

premises with cadastral number 77:06:0001001:2694 and total area of 498.2 sq. m, owned by Limited Liability Company “CONTINENT-PROFILE”, OGRN 1027739085934, INN 7721205254;

(g)

premises with cadastral number 77:06:0001001:2692 and total area of 422.9 sq. m, owned by Limited Liability Company “OFFICE-RENT”, OGRN 1027739904928, INN 7736200330;

(h)

premises with cadastral number 77:06:0001001:2691 and total area of 530.8 sq. m, owned by Limited Liability Company “RESONANCE-K”, OGRN 1027739079994, INN 7709284210;

(i)

premises with cadastral number 77:06:0001001:2689 and total area of 507.7 sq. m, owned by **; and

(j)

premises with cadastral number 77:06:0001001:2688 and total area of 1,190.4 sq. m, owned jointly by ** (1/4 share), ** (1/4 share), ** (1/4 share) and ** (1/4 share);

“Lease Right” means:

(a)

if the Seller’s lease right in respect of the entire Land Plot is registered with the USRRP as a result of acquisition of the Facilities, the lease right in respect of the entire Land Plot; OR

(b)

if the Seller’s lease right in respect of the entire Land Plot is not registered with the USRRP as a result of acquisition of the Facilities:

(i)

any interest in the lease right in respect of the Land Plot (if any interest held by the Seller in the lease right in respect of the Land Plot is registered with the USRRP as a result of acquisition of the Facilities); and/or

(ii)

the right to use the Land Plot (to the extent that the Seller’s lease right or an interest held by the Seller in the lease right in respect of the Land Plot is not registered with the USRRP as a result of acquisition of the Facilities);

“OJSC’s Lease Right” means a 91/100 interest in the lease right in respect of the Land Plot owned by OJSC as of the Execution Date under the Land Lease;

“Applicable Law” means all laws and regulations which are in force in the Russian Federation and in any region or municipality of the Russian Federation, including technical regulations, sanitary rules and regulations (SanPiN), construction rules and regulations (SNiP), regional construction rules (TSN), fire safety rules and regulations (PPB and NPB), technical conditions (TU) and special technical conditions (STU), judicial acts (including orders, judgments, regulations, rulings and verdicts) which affect the relevant issue or person;

“Interest” has the meaning given in Clause 11.9 of the Agreement;

“Business Day” means any day which is not a statutory holiday in Russia or Saturday or Sunday (with the exception of any Saturday or Sunday officially declared a business day in Russia by a relevant Authority);

“Reverse SPAs” means notarized sale and purchase option agreements in respect of the Third Party Premises (with the exception of the ** Premises), to be entered into between the Seller (as seller) and the respective Owners of Third Party Premises (as purchaser);

“Permitted Use” means the use of the Facilities and the Land Plot for hotel services, business management and/or catering, operating trading facilities or amenities;

“Permitted Encumbrances” means, in relation to the Facilities and the Land Plot: Other Property Encumbrances, Premises Encumbrances (provided that, for the avoidance of doubt, the lease under the Korston Moscow Lease is always subject to the Addendum to the Korston Moscow Lease), Third Party Premises Encumbrances and Land Plot Encumbrances;

“Transaction Expenses” means reasonable and documented expenses of the Seller actually incurred in connection with the Transaction and agreed in writing with the Purchaser; for the avoidance of doubt, the Transaction Expenses do not include expenses of any third party (with the exception of the Seller) but may include the Seller’s expenses for services of third parties in connection with the Transaction;

“Registration Authority” means the Authority empowered to carry out state cadastral registration and state registration of rights;

“Encumbrance Release Registration” means, in aggregate:

(a)

removal of the entry on mortgage of the OJSC Premises and OJSC’s Lease Right from the USRRP; and

(b)

registration of notification of the removal of information on the pledge of movable property relating to the pledge of the lease right to Land Plot 2 and Land Plot 3 and the pledge of Other Property from the register of notifications of pledge of movable property (if such registration has been initially made in respect of the Asset Charges);

in each case, pledged with VTB Bank as security for OJSC’s obligations under the Facility Agreement;

“Roubles” or “RUB” means the lawful currency of the Russian Federation as of the Execution Date;

“Transaction” means acquisition by the Seller of title to all Facilities and Land Lease Rights for further disposal by the Seller and acquisition by the Purchaser of title to all Facilities and Land Lease Rights;

“Owners of Third Party Premises” means the following legal entities and individuals and their successors:

(a)

Limited Liability Company “ANIKS”, OGRN 1037739514504, INN 7706032582, which owns the premises with cadastral number 77:06:0001001:2696 and total area of 214.6 sq. m;

(b)

** and **, who jointly own ** Premises;

(c)

**, who owns the premises with cadastral number 77:06:0001001:2693 and total area of 733.3 sq. m;

(d)

Limited Liability Company “Galla Inter”, OGRN 1027739126227, INN 7709286151, which owns the premises with cadastral number 77:06:0001001:2690 and total area of 211.2 sq. m;

(e)

Limited Liability Company “CONTINENT-PROFILE”, OGRN 1027739085934, INN 7721205254, which owns the premises with cadastral number 77:06:0001001:2694 and total area of 498.2 sq. m;

(f)

Limited Liability Company “OFFICE-RENT”, OGRN 1027739904928, INN 7736200330, which owns the premises with cadastral number 77:06:0001001:2692 and total area of 422.9 sq. m;

(g)

Limited Liability Company “RESONANCE-K”, OGRN 1027739079994, INN 7709284210, which owns the premises with cadastral number 77:06:0001001:2691 and total area of 530.8 sq. m;

(h)

**, who owns the premises with cadastral number 77:06:0001001:2689 and total area of 507.7 sq. m; and

(i)

** and **, who jointly own the premises with cadastral number 77:06:0001001:2688 and total area of 1,190.4 sq. m;

“Bank Guarantee” means the master agreement for the issuance of guarantees provided by VTB Bank (as guarantor) at the request of the Seller (as principal) to the benefit of OJSC and the Owners of Third Party Premises (as beneficiaries) in accordance with the OJSC SPA and Third Party SPAs (as appropriate), in the form of bank guarantees set out in the schedules to the OJSC SPA and Third Party SPAs;

“Settlement Agreement” means the settlement agreement to be entered into by and between the Seller, the Purchaser, OJSC and VTB Bank;

“Gross-Up Amount” means, in relation to any amount payable hereunder which is subject to VAT payable by its recipient, such amount by which the relevant payment shall be increased so that, upon payment of such VAT, the recipient would keep such amount of payment as if such VAT was not payable or paid;

“Debt Amount” means the amount of the principal and interest accrued on the principal under the Facility Agreement as well as the amount of all other payments due from OJSC under the Facility Agreement as of the relevant date;

“Surplus Amount” has the meaning given in Clause 5.7(a);

“Purchaser’s Account” means the following bank details of the Purchaser with VTB Bank:

Beneficiary: LLC “YANDEX”
corr. acct.: **
INN: 7736207543
KPP: 997750001
BIK: 044525187
settlement acct.: **

or other details of the Purchaser of which the Purchaser may notify the Seller in accordance with the provisions of the Agreement;

“Purchaser’s USD Account” means the following bank details of the Purchaser with VTB Bank:

Beneficiary: LLC “YANDEX”
Beneficiary’s address: 16 L’va Tolstogo Street, Moscow, 119021, Russia

Account number: **
Beneficiary’s bank: VTB BANK (PJSC)
SWIFT: VTBRRUMM
Bank’s address: 43/1 Vorontsovskaya Street, Moscow, 109147, Russian Federation

or other details of the Purchaser of which the Purchaser may notify the Seller in accordance with the provisions of the Agreement;

“Seller’s Account” means the following bank details of the Seller with VTB Bank:

Beneficiary: LLC “NAPA”
corr. acct.: **
INN: 7703466743

KPP: 770301001
BIK: 044525187
settlement acct.: **

or other details of the Seller of which the Seller may notify the Purchaser in accordance with the provisions of the Agreement;

“Third Component” has the meaning given in Clause 3.1(c);

“Notice of Readiness” has the meaning given in the Settlement Agreement;

“Notices” has the meaning given in Clause 12.1 of the Agreement;

“Payment Conditions” has the meaning given in Clause 3.6;

“Seller’s Member” means Limited Liability Company VTB Capital Zhilaya Nedvizhimost’, primary state registration number 1147746229377, located at: 17th floor, 10 Presnenskaya Embankment, Moscow, 123112;

“Seller’s Member 2” means Limited Liability Company “Transportniye Kontsessii (Sakha)”, primary state registration number 1137746413243, located at: 12 Presnenskaya Embankment, Moscow, 123112;

“Yandex Technologies” means Limited Liability Company “YANDEX.TECHNOLOGIES”, primary state registration number 1177746494166, located at: 16 L’va Tolstogo Street, Moscow, 119021, Russian Federation.

7.1

For the purposes of interpretation of this Agreement, unless otherwise is expressly required by the context:

(a)

the title and headings are included in the text of this Agreement for ease of reference only and shall not affect its interpretation;

(b)

words used in the singular include the plural and vice versa, and words used in a particular gender include all other genders;

(c)

“include”, “including”, “inclusive” and “in particular” shall be interpreted without any limitation (as if they were followed by “but not limited to”);

(d)

any reference to “written” or “in writing” means any method of reproduction of words in fixed (physical, non-deletable) written form (for the avoidance of doubt, this does not include email);

(e)

“person” means any person with separate legal capacity (including legal entities, individuals and unincorporated organizations, including partnerships, joint ventures, firms, associations, trusts, governmental and other public authorities and officials), wherever and however established or organized;

(f)

reference to any law or specific provision of any law means such law or provision as of the Execution Date, including any regulations adopted thereunder;

(g)

this Agreement serves for the benefit of, and is binding on, the Parties’ successors and assignees (in the latter case, to the extent and on terms and conditions on which the transfer of the Agreement, assignment of claims or transfer of debt (as applicable) is allowed by the provisions hereof);

(h)

references to Sections, Clauses, paragraphs and Schedules in this Agreement mean sections, clauses of, and schedules to, this Agreement, and references to Parts of Schedules mean parts of the relevant Schedule;

(i)

references in this Agreement to any Transaction Documents agreed with the Purchaser mean versions of such documents (draft documents) transferred to the Purchaser under the Documents Acceptance Certificate, and in case of any amendments to agreements and/or documents after the execution of the Documents Acceptance Certificate, subject only to such amendments which have been agreed with the Purchaser;

(j)

references in this Agreement to the “latest Transfer Deed Date”, “later of Transfer Deed Dates” or any similar expression mean:

(i)

if all Facilities and the Land Plot are transferred from the Seller to the Purchaser hereunder by one transfer deed, the date of execution of the Transfer Deed by the Parties;

(ii)

if the Facilities are transferred from the Seller to the Purchaser hereunder in accordance with Clause 5.2 in stages under several Transfer Deeds, the date of execution by the Parties of the Transfer Deed in respect of the last Facility (so that, upon execution by the Parties of such Transfer Deed, there are no more Facilities (and no Land Plot) that have not been transferred by the Seller to the Purchaser hereunder);

(k)

for the purposes of the references in this Agreement to the VTB Bank Exchange Rate and conversion of US Dollars into Roubles and vice versa, the Parties shall (including by means of exercise of their rights under the Settlement Agreement) ensure a single conversion rate and VTB Bank Exchange Rate for settlements on the relevant payment date;

(l)

all schedules to the Agreement constitute an integral part hereof and shall have the same legal effect as the Agreement, as if they were expressly set forth in the Agreement, and any reference to “this Agreement” or the “Agreement” shall be construed as a reference to the Agreement including the schedules to it; and

(m)

the time of day set out in this Agreement or legally meaningful communications of the Parties (unless the Parties provide otherwise) shall be Moscow time.

SUBJECT MATTER OF THE AGREEMENT

2.1

The Parties recognize and agree that:

(a)

as of the Execution Date, copies of the Transaction Documents executed by the parties to such agreements on the Execution Date and draft execution versions of other Transaction Documents which will be executed after the Execution Date are transferred to the Purchaser under the Documents Acceptance Certificate dated 12 November 2018;

(b)

they assume that:

(i)

on or about the Execution Date, VTB Bank, the Seller, the Purchaser and OJSC entered into or will enter into the Settlement Agreement; and

(i)

after the execution of the Third Party SPAs (with the exception of the ** SPA, which will be executed later), but prior to the execution of OJSC SPA, the Seller’s Member will accept the Put Option and Seller’s Member 2 will accept Put Option 2.

2.2

The Parties have agreed, within the meaning of Article 327.1 of the Civil Code, that, subject to:

(a)

the Initial Registration of all Real Properties and, if it is subject to registration, the Land Lease Right, in each case without any Encumbrances, save for the Permitted Encumbrances;

(b)

transfer of title to the Participation Interest, free of Encumbrances, to the Purchaser (state registration of the Purchaser with the USRLE as the Seller’s member holding the title to the Participation Interest); and

(c)

transfer of title to Participation Interest 2, free of Encumbrances, to Yandex (state registration of Yandex with the USRLE as the Seller’s member holding the title to Participation Interest 2),

the Seller will transfer to the Purchaser, and the Purchaser will accept the title to all Facilities and the Land Lease Right, free from any Encumbrances, subject to the Permitted Encumbrances and provisions of this Agreement relating to the Encumbrance Release Registration, and the Purchaser will pay the Purchase Price for the Facilities, including the Land Lease Right, on terms and subject to the conditions of, and in the manner prescribed by, this Agreement.

2.3

The Facilities and the Land Plot shall be suitable for use in accordance with the Permitted Use and consistent with the requirements set out in the Agreement.

2.4

The Parties hereby agree and recognize that this Agreement is an agreement for sale and purchase of a future thing and the purpose of this Agreement is the acquisition by the Purchaser of title to the entire Building and the Land Lease Rights, which is an essential condition taken into account by the Parties when entering into this Agreement;

2.5

In accordance with Article 35 of the Land Code and Articles 271 and 552 of the Civil Code, simultaneously with the transfer of title to the OJSC Premises, Metal Fencing and Third Party Premises, the Purchaser acquires the title to the Land Plot. The Seller will transfer, and the Purchaser will accept the Facilities and the Land Plot on the same terms, within the same scope and in the same condition as OJSC, and the Owners of Third Party Premises shall transfer and the Seller shall accept the relevant Facilities and the Land Plot from OJSC and the Owners of Third Party Premises in accordance with the OJSC SPA and Third Party SPAs under the Initial Transfer Deeds.

2.6

The Facilities and the Land Plot shall be transferred to the Purchaser together with all documents relating to the Facilities, the Land Plot and the Lease Right which shall be received by the Seller from OJSC and the Owners of Third Party Premises under the Initial Transfer Deeds in accordance with the OJSC SPA and Third Party SPAs.

2.7

For the avoidance of doubt, the title to the Facilities and the Land Lease Rights shall be transferred to the Purchaser together with their constituent elements (provided that the price of such elements is included in the Purchase Price set out in Clause 3.1 of the Agreement).

2.8

The Parties shall cooperate in good faith to ensure the Encumbrance Release Registration in respect of the Facilities and the Land Plot, which includes filing of applications and other documents required by the relevant Governmental Authority and/or notary for the Encumbrance Release Registration in accordance with the Settlement Agreement.

2.9

The Parties will do everything in their power, including in accordance with Applicable Law, to ensure proper transfer of the lease right in respect of the Land Plot to the Purchaser. If necessary, the Seller will also provide all assistance for the execution of the addendum to the Land Lease on transfer of the lease right and all rights and duties under the Land Lease to the Purchaser.

PURCHASE PRICE AND PAYMENT PROCEDURE

3.1

The Purchase price to be paid by the Purchaser to the Seller (“Purchase Price”) consists of the following components:

(a)

** and the applicable VAT (“OJSC Component”);

(b)

** and the applicable VAT (“Third Party Component”); and

(c)

** and the applicable VAT (“Third Component”).

3.2

The Purchaser will, as security for its monetary obligation to pay the Third Component of the Purchase Price, provide to the Seller the first part of the security payment by transfer to the Seller’s Account of ** (“First Part of the Security Payment”) within three (3) Business Days from the Execution Date.

3.3

Subject to satisfaction of the conditions set out in Clause 3.4, the Purchaser will, as security for its monetary obligations to pay the OJSC Component and the Third Party Component of the Purchase Price, provide to the Seller the second part of the security payment by transfer of the following amounts to the Seller RUB Collateral Account:

(a)

**, to be transferred in Roubles to the Seller RUB Collateral Account and further converted from Roubles into US Dollars and transferred to the Seller USD Collateral Account in the manner prescribed by clause 5.1(a) of the Settlement Agreement, so that the amount in US Dollars credited to the Seller USD Collateral Account is not less than. The Parties will submit to VTB Bank payment instructions and instructions for purchase/sale of currency in the manner prescribed by clause 5.1(a) of the Settlement Agreement to enable VTB Bank ensure a single conversion rate for the settlements;

(a)

the amounts set out in paragraphs (a) and (b) above being the “Second Part of the Security Payment”.

In accordance with the Tax Code of the Russian Federation, the Security Payment is not subject to VAT.

3.4

The Second Part of the Security Payment shall be paid by the Purchaser within ** Business Days from the date of satisfaction of the following conditions and occurrence of the following events (and such obligation of the Purchaser is contingent on satisfaction of such conditions and occurrence of such obligations within the meaning of Article 327.1 of the Civil Code):

(a)

provision of all of the following documents by the Seller to the Purchaser:

(i)

notarized copies of Third Party SPAs (with the exception of the ** SPA, which will be executed later);

(i)

notarized copies of the following corporate and/or other required approvals from the Owners of Third Party Premises and the Seller in respect of the Transaction Documents:

(A)

the Seller’s corporate approval for the execution of the Transaction Documents;

(B)

corporate approvals from the following Owners of Third Party Premises for the execution of the Third Party SPAs: Limited Liability Company “ANIKS”, Limited Liability Company “Galla Inter”, Limited Liability Company “CONTINENT-PROFILE”, Limited Liability Company “OFFICE-RENT”, Limited Liability Company “RESONANCE-K”;

(C)

notarized spousal consent to the execution of the Third Party SPAs or a statement to the effect that the relevant person was not and is not married, with notarized signature, or notarized prenuptial agreement under which such spousal consent is not required, with respect to the following Owners of Third Party Premises: **

(i)

notarized copy of the Addendum to the Korston Moscow Lease bearing a stamp confirming state registration with the USRRP;

(b)

receipt by the Purchaser of the Notice of Readiness from the Seller;

(c)

transfer of the title to the Participation Interest, free of Encumbrances, to the Purchaser (state registration of the Purchaser with the USRLE as the Seller’s member holding the title to the Participation Interest);

(d)

transfer of the title to Participation Interest 2, free of Encumbrances, to Yandex Technologies (state registration of Yandex Technologies with the USRLE as the Seller’s member holding the title to Participation Interest 2),

and provided that, as of the date of payment of the Second Part of the Security Payment in accordance with the first paragraph of this Clause 3.4:

(e)

all of the Transaction Documents executed as of that payment date remain valid obligations of the parties thereto, have not been amended (as compared to the versions agreed with the Purchaser) without the Purchaser’s consent, no claim or waiver has been made in respect of any such Transaction Document or termination or amendment thereof, and no claim has been made to challenge, invalidate or void any such Transaction Document (or any provisions thereof) or to make any provision of any Transaction Document unenforceable;

(f)

the Purchaser has not found any of the Seller’s Representations (as defined in the Put Option) under the Put Option to be untrue and Yandex Technologies has not found any of the Seller’s Representations (as defined in Put Option 2) under Put Option 2 to be untrue.

3.5

The Seller shall, no later than ** Business Days from the date of payment of the Second Part of the Security Payment, provide the Purchaser with a notarized copy of the notarized OJSC SPA executed by the Seller and OJSC. The Seller and the Purchaser hereby confirm that if the Purchaser is not provided with a notarized copy of the executed and notarized OJSC SPA within ** Business Days from the date of payment of the Second Part of the Security Payment, the Purchaser may unilaterally repudiate the Agreement out of court.

3.6

The Parties agree that, in accordance with Articles 327.1 and 328 of the Civil Code, payment of the Purchase Price by the Purchaser is counter performance contingent on satisfaction of all of the following conditions (the “Payment Conditions”):

(a)

State Registration in respect of all Real Properties and, if it is subject to state registration, the Land Lease Right, in each case free of Encumbrances, with the exception of the Permitted Encumbrances;

(b)

provision by the Seller to the Purchaser of the original confirmation letter issued by the Seller’s general director on the Registration Date (which in this case shall mean the latest Registration Date for all Real Properties) which confirms that all of the Seller’s Representations set out in Schedule 5 are true as of that Registration Date;

(c)

no party to any Transaction Document and no third party has made any claim to terminate/repudiate (upon the grounds provided by such agreements and/or Applicable Law), amend, invalidate or avoid any such agreement (or any of its provisions) and/or to make any provision of any such agreement unenforceable;

(d)

3.7

For the avoidance of doubt, the Purchaser shall not make payment, including partial payment, if the Seller has provided an incomplete set of documents or if any document provided by the Seller does not comply with any requirements of the Settlement Agreement or this Agreement, and/or the Payment Conditions are not satisfied.

3.8

The Purchase Price shall be paid by the Purchaser on the ** Business Day after the satisfaction of the last of the conditions set out in Clauses 3.6(a) and 3.6(b), provided that the conditions set out in Clauses 3.6(c) to 3.6(d) are also satisfied on such Business Day (the “Payment Date”).

3.9

The Purchase Price shall be paid by the Purchaser by transfer of funds in Roubles to the Seller’s Account, provided that, to the extent that a part of the Purchase Price is denominated in US Dollars, conversion shall be made in the manner set out in Clause 3.3(a).

3.10

The Parties agree that the Security Payment shall be refunded to the Purchaser (provided that the conversion shall be made with the use of a single conversion rate for the Parties’ settlements, so that the amount credited to the Purchaser’s USD Account is no less than the USD amount debited from the Seller USD Collateral Account, and for

these purposes the Parties will submit to VTB Bank payment instructions and instructions for purchase/sale of currency in the manner prescribed by the Settlement Agreement) on the earlier of the following dates:

(a)

In full, on the date falling no later than ** Business Days after receipt of the Purchase Price from the Purchaser; or

(b)

the Second Part of the Security Payment in full and the First Part of the Security Payment less the Transaction Expenses, in each case no later than ** Business Days after the expiration (termination) of the Agreement for any reason (including in accordance with Clause 10.3),

provided, however, that if on the date of expiration (termination) of the Agreement at least one independent guarantee is issued securing the Seller’s obligations under OJSC SPA and/or Third Party SPAs, the Second Part of the Security Payment shall be refunded no later than ** Business Days from the date of termination of the Bank Guarantee.

3.11

The Parties agree that the Purchaser may (but is not obliged to) set off its obligation to pay the Purchase Price against the Seller’s obligation to refund the Security Payment to the Purchaser in accordance with Clause 3.10. With respect to any amounts denominated in US Dollars, such set-off shall be made in US Dollars without conversion.

3.12

If upon expiration of ** calendar days from the Execution Date the Payment Conditions are not satisfied for any reason, the Purchaser may repudiate this Agreement. The Seller may not demand that the Purchaser purchase the Facilities, including the Land Lease Right, and pay the Purchase Price (or any part thereof), unless all Payment Conditions are satisfied.

3.13

The Purchaser may (but is in no event obliged to) at its sole discretion pay the Purchase Price early and/or prior to the satisfaction of all or certain Payment Conditions and, in particular, set off its obligation to pay the Purchase Price against the Seller’s obligation to refund the Security Payment to the Purchaser in accordance with Clause 3.10.

3.14

Without prejudice to any rights the Purchaser may have under Applicable Law, the Parties acknowledge and agree that the loss of the Purchaser’s title to any Facility and/or the Land Lease Right (not related to the Purchaser’s actions after the relevant Registration Date) and/or the creation of an Encumbrance (with the exception of the Permitted Encumbrances) in respect of any Facility and/or the Land Plot (not related to the Purchaser’s actions after the relevant Registration Date) on grounds arising (or as a result of facts / circumstances arising) prior to the latest Transfer Deed Date shall terminate the Seller’s right to receive the Purchase Price (within the meaning of Article 327.1 of the Civil Code) and, accordingly, the Purchaser’s obligation to pay the Purchase Price and deposit the Security Payment.

3.15

For the purposes of clause 5 of Article 488 of the Civil Code, neither the Facilities nor the Land Lease Right are deemed to be pledged (mortgaged) to the Seller until the Purchase Price is paid in full.

3.16

The Parties may agree upon an alternative procedure for payment of the Purchase Price hereunder with the use of letters of credit in accordance with the Settlement Agreement, and in that case the Parties will amend this Agreement accordingly and, in particular, remove the provisions on transfer of the Security Payment, adjustment of the Payment Conditions and accommodation of terms for opening letters of credit. For the avoidance of doubt, unless the Parties agree upon an alternative procedure for payment of the Purchase Price, the provisions of this Section 3 on the procedure for payment of the Purchase Price shall apply without restriction.

TRANSFER OF TITLE AND STATE REGISTRATION

4.1

The Parties shall initiate the procedure of the state registration of transfer of title to the Real Properties and, if it is subject to state registration, the Land Lease Right from the Seller to the Purchaser only upon satisfaction of the conditions set out in Clause 2.2.

4.2

The Parties shall, within ** Business Days after satisfaction of the conditions set out in Clause 2.2, ensure that their authorized representative appears before the Registration Authority and files with the Registration Authority the documents required (from each Party) for State Registration of all Real Properties and, if it is subject to state registration, the Land Lease Right (including an application for state registration of the transfer of title to the Real Properties and, if the Seller’s lease right or interest in the lease right in respect of the Land Plot was registered as a result of acquisition of the Facilities, an application for state registration of the transfer of the lease right or interest in the lease right to the Land Plot).

4.3

The Parties shall cooperate in good faith to procure State Registration in respect of all of the Real Properties and, if it is subject to state registration, the Land Lease Right. For the purposes of carrying out and completing such State Registration, each Party shall promptly take, or cause to be taken, any actions that may be required of it to carry out and complete such State Registration, including signing all necessary documents (as well as amendments and supplements thereto) as may be required of it by the Registration Authority to carry out such State Registration, promptly submitting such documents (as well as amendments and supplements thereto) to the relevant Registration Authority and further applying to the Registration Authority for State Registration in respect of all of the Real Properties and, if it is subject to state registration, the Land Lease Right in case of refusal to carry out State Registration or suspension thereof.

4.4

If, in the course of State Registration in respect of all of the Real Properties and, if it is subject to state registration, the Land Lease Right, the Registration Authority requires to amend and/or supplement this Agreement for the purposes of such State Registration, the Parties will immediately agree upon and introduce the required amendments and/or supplements to this Agreement, provided that the Parties shall use their best efforts to ensure that such amendments and/or supplements do not cause any change in the material terms of this Agreement.

4.5

The costs on payment of the state fee for State Registration shall be borne by the Purchaser.

4.6

The title to the Facilities and the Land Lease Right shall pass from the Seller to the Purchaser on the relevant Registration Date.

4.7

The Seller shall not, prior to the Transfer Deed Date and without the Purchaser’s prior consent, enter into, amend, terminate (including by repudiation) or agree to enter into, amend or terminate any agreement in respect of the Facilities (or any of them) and/or the Land Plot, including the Korston Moscow Lease, create, or allow the creation of, any Encumbrances in respect of the Facilities (or any of them) and/or the Land Plot, or take any actions or allow any omissions which could adversely affect the rights and legitimate interests of the Purchaser as acquirer of the Facilities and the Land Lease Right.

4.8

From the Transfer Deed Date the Purchaser shall exercise the rights of possession, use and disposal of the relevant Facility and the Land Lease Right and shall bear the costs associated with maintaining such Facility and the Land Lease Right, provided that, subject to Clauses 4.9 and 4.10 hereof, any indebtedness (including any tenant’s liability) arising under the Land Lease prior to (and inclusive of) the Transfer Deed Date, including as a result of the reversal of judicial acts reducing the cadastral value of the OJSC Premises and/or the Land Plot, shall be paid by the Seller.

4.9

Unless otherwise agreed by the Parties in writing:

(a)

the Seller will ensure that OJSC pays for the Utility Services under the Utility Services Agreements and for services under the Other Agreements prior to (and inclusive of) the relevant Transfer Deed Date by exercising its rights under the OJSC SPA;

(b)

the Seller will ensure that the Owners of Third Party Premises pay for utility services in respect of the Third Party Premises prior to (and inclusive of) the relevant Transfer Deed Date by exercising its rights under the Third Party SPAs.

4.10

The Seller will promptly and in full:

(a)

pay or cause the payment of (by exercising its rights under the OJSC SPA and Third Party SPAs) Taxes and other mandatory payments in respect of the Facilities and the Land Plot,

(b)

repay or cause the repayment of (by exercising its rights under the OJSC SPA and Third Party SPAs) all indebtedness on Taxes and other mandatory payments in respect of the Facilities and the Land Plot, including under the Land Lease, and

(c)

perform or cause the performance of (by exercising its rights under the OJSC SPA and Third Party SPAs) monetary obligations relating to operation and maintaining of the Facilities and the Land Plot,

in each case, in respect of payments, indebtedness and obligations (as applicable) which shall be paid (performed) prior to (and inclusive of) the latest Transfer Deed Date.

If such payment, indebtedness or obligation is identified after the latest Transfer Deed Date, the Seller shall at its own expense repay (perform) it or cause it to be repaid (performed) (by exercising its rights under the OJSC SPA and Third Party SPAs) within ** Business Days from the date of receipt of the relevant written request from the Purchaser.

If the rent under the Land Lease for the period prior to (and inclusive of) the latest Transfer Deed Date is paid by the Purchaser and not by the Seller, the Seller shall also compensate to the Purchaser such rent within ** Business Days from the date of receipt by the Seller of the relevant written request from the Purchaser.

4.11

The risk of loss or deterioration of the Facilities and the Land Plot shall pass from the Seller to the Purchaser on the latest Transfer Deed Date.

4.12

The right to derive income and profit from the use of the Facilities shall pass from the Seller to the Purchaser on the latest Transfer Deed Date.

TRANSFER OF THE FACILITIES AND THE LAND PLOT

5.1

The Seller will transfer to the Purchaser all of the Facilities and the Land Plot, and the Purchaser will accept all of the Facilities and the Land Plot in the same condition in which the Seller shall accept the Facilities and the Land Plot from OJSC and the Owners of Third Party Premises in accordance with the terms of the OJSC SPA and Third Party SPAs, within ** Business Days after all of the following requirements are met:

(a)

State Registration in respect of all of the Real Properties and, if it is subject to State Registration, the Land Lease Rights, in each case free of Encumbrances, other than any Permitted Encumbrances;

(b)

The absence of Defects and compliance of the Facilities and the Land Plot with the requirements stipulated in the Agreement, including their suitability for use in accordance with the Permitted Use; and

(c)

With the exception of the premises leased under the Korston Moscow Lease, removal from the OJSC Premises of any furniture and other property owned by OJSC.

5.2

The Parties will use their best efforts to ensure that the acceptance and transfer of the Facilities and the Land Plot from the Seller to the Purchaser hereunder take place on the same Business Day as the transfer of the Facilities and the Land Plot to the Seller from OJSC and the Owners of Third Party Premises under the OJSC SPA and Third Party SPAs. The Parties agree that if OJSC or any of the Owners of Third Party Premises evades the transfer in accordance with the terms of the OJSC SPA and Third Party SPAs, or if the conditions for the transfer stipulated by the OJSC SPA or by the relevant Third Party SPA have not been met, the Parties may agree to transfer the Facilities and the Land Plot in several stages (being as close as possible to each other), subject to the principle that the transfer of the relevant

Facility by OJSC and/or the Owners of Third Party Premises to the Seller and by the Seller to the Purchaser shall be performed on the same day. On the day of the transfer of the OJSC Premises, the Seller will provide the Purchaser with the original confirmation letter from the general director of the Seller, confirming that the Seller’s Representations given in Schedule 5 are true on the Transfer Deed Date in respect of such OJSC Premises, OJSC Facilities and/or the Land Plot.

5.3

Unless otherwise agreed between the Parties, the Seller will fully comply with the terms of the OJSC SPA and Third Party SPAs, including the terms relating to acceptance and transfer of the Facilities and the Land Plot set out in clause 5 of the OJSC SPA and the relevant provisions of the Third Party SPAs.

5.4

The Facilities shall be transferred to the Purchaser at the location of the Facilities. Each Party will procure the appearance of its authorized representative for the signing of the documents required for the transfer of the Facilities to the Purchaser on the date determined in accordance with Clause 5.1.

5.5

The Parties shall additionally execute other documents required in accordance with Applicable Law in respect of accounting, utility services, taxes and fees for the performance of the acceptance and transfer of the Facilities. The Parties will execute, simultaneously with the execution of the Transfer Deed, a fixed assets transfer deed on the form OS-1A, and the Seller shall transfer to the Purchaser all documents which are to be received by the Seller upon the transfer of the Facilities to the Seller from OJSC and the Owners of Third Party Premises pursuant to the terms of the OJSC SPA and Third Party SPAs, including reconciliation acts and other documents in relation to the Facilities.

5.6

The Seller will fully assist the Purchaser in the re-execution of those Utility Services Agreements and Other Agreements as will be indicated by the Purchaser, at its discretion, to the Purchaser.

5.7

If:

(a)

the Purchaser receives from the Landlord under the Land Lease any rent payable under the Land Lease which was overpaid by OJSC/the Seller/the Owners of Third Party Premises during the period from ** up to and including the latest Transfer Deed Date as result of a decrease in the cadastral value of the Land Plot for the specified period (the “Surplus Amount”) and/or

(b)

the Purchaser sets off the Surplus Amount against the rent payable by Purchaser under the Land Lease for the period following the latest Transfer Deed Date (including such date)

the Purchaser will pay the Seller the Surplus Amount actually received or credited by the Purchaser within ** Business Days from the later of:

(i)

the relevant receipt or setting off of the Surplus Amount (or any part thereof) by the Purchaser or

(ii)

execution of the relevant reconciliation act with the Landlord under the Land Lease, and the Purchaser shall request such reconciliation acts within ** Business Days upon receipt of the Seller’s request.

5.8

For a period of ** following the latest Transfer Deed Date the Seller will refrain from any actions or omissions (and ensure that OJSC refrains from any actions or omissions) which could lead to a breach of any of the Seller’s Representations specified in Schedule 5.

5.9

The Seller will ensure the cancellation of all entries in the USRRP in respect of state registration of the following encumbrances:

(a)

the lease under the Korston Moscow Lease: the Seller will ensure that not later than ** Business Days following the expiration of the Korston Moscow Lease (subject to the Addendum to the Korston Moscow Lease), or within any other period agreed with the Purchaser, Korston Moscow, together with the Seller or the Purchaser, shall file an application with the USRRP for the cancellation of the relevant entry; and

(b)

the sublease (lease) under the sublease agreements recorded in the USRRP on the Execution Date, any Registration Date and/or any Transfer Deed Date: not later than ** Business Days following the expiration of the Korston Moscow Lease or within any other period agreed with the Purchaser.

5.10

The Seller will (by exercising its rights under the OJSC SPA) ensure dismantling by OJSC at the expense of OJSC the temporary metal hangar with an area of approximately 300 sq. m, located on the Land Plot, within ** from the date of the Purchaser’s notice to the Seller in respect of such dismantling.

LIABILITY OF THE PARTIES

6.1

For any failure to perform or undue performance of its obligations hereunder, the Party that has failed to perform or unduly performed the obligation shall indemnify the other Party against losses (subject to Clause 6.3) in accordance with Applicable Law to the extent not covered by the penalty, if such penalty is provided by this Agreement, and shall be held liable in the amount and in compliance with the procedure stipulated herein.

6.2

In case of any failure to comply with the timeframe stipulated herein for the transfer by the Seller of the Facilities and the Land Plot to the Purchaser, including due to breach by the Seller of its obligations stipulated herein, other than any delay in transfer by the Seller due to unreasonable evasion or refusal on the part of the Purchaser to execute the Transfer Deed, upon the Purchaser’s request the Seller will pay to the Purchaser a penalty in the amount of ** of the Purchase Price payable to the Seller for each ** delay in performance by the Seller of its obligation to transfer the Facilities and the Land Plot.

6.3

Other than in the case specified in Clause 9.5, the Parties may not be held liable for any lost income (profit) that the other Party could possibly have received. The Purchaser may not be held liable to the Seller under and in connection with this Agreement in the absence of fault on the part of the Purchaser. In the event of a conflict between this Clause and other provisions of the Agreement, the provisions of this Clause will prevail.

6.4

In case of any failure to comply with the timeframe for payment of the Surplus Amount referred to in Clause 5.7, the Purchaser will, upon the Seller’s request, pay the Seller a penalty in the amount of ** of the Surplus Amount due for each ** delay in the Purchaser’s performance of its payment obligation.

6.5

The Parties acknowledge and agree that the penalties stipulated hereby are proportionate to the consequences of the breach of obligations by the other Party or breach of representations and warranties (as the case may be), and the recovery of such penalties in the amount stipulated in this Agreement will not result in a Party obtaining unjust enrichment.

REPRESENTATIONS AND WARRANTIES

7.1

Within the meaning of Article 431.2 of the Civil Code, as on the Execution Date each Party provides the following representations and warranties concerning itself to the other Party:

(a)

it is a legal entity duly incorporated and existing in accordance with the legislation of the Russian Federation, has the right to conduct its business and to own property, may be held liable to the full extent of such property, and may acquire and exercise proprietary rights on its own behalf, incur obligations and act as plaintiff and defendant in court;

(a)

no applications have been filed and no awards have been rendered declaring the Party bankrupt or introducing any insolvency (bankruptcy) procedure in respect of the Party, the Party does not meet any bankruptcy requirements and there are no grounds for the occurrence of any of the above;

(b)

no decisions have been adopted regarding the reorganization or voluntary liquidation of the Party;

(c)

the Party has the legal capacity to enter into this Agreement, perform its obligations and conclude transactions hereunder, including receipt of all necessary corporate approvals (including obtaining approval of a major transaction and/or an interested party transaction and/or any other approval required under Applicable Law and/or constitutional documents of the Party);

(d)

the persons executing this Agreement on behalf of the Party have been duly authorized; and

(e)

execution of this Agreement by the Party and performance of its obligations hereunder does not violate and will not lead to:

(i)

violation of any provisions of its constitutional documents;

(i)

violation of Applicable Law by such Party;

(i)

violation of any act of any Authority (including any court) being binding upon the Party; or

(i)

violation of any agreement or breach of any transaction binding upon the Party.

7.1

Within the meaning of Article 431.2 of the Civil Code, the Seller shall provide the representations and warranties listed in Schedule 5 to the Purchaser on each Registration Date and each Transfer Deed Date, and will ensure the accuracy of such representations and warranties on each Registration Date and each Transfer Deed Date (provided that the transfer of title to the Facilities and the Land Lease Rights to the Purchaser may not be considered a breach of such representations and warranties or a default under the obligation to ensure the accuracy of the representations and warranties on the relevant Transfer Deed Date).

7.1

The Parties acknowledge and agree that:

(a)

the Parties’ Representations are material for the purpose of execution and performance of the Agreement by the Parties, and the Parties in executing and performing the Agreement are relying on the Parties’ Representations;

(a)

the Seller’s Representations are material for the purpose of execution and performance of the Agreement by the Purchaser (within the meaning of paragraph 2 of Article 431.2 of the Civil Code);

(a)

the Seller gives the representations and warranties set out in Schedule 5 and concerning OJSC, the OJSC Facilities and the Land Plot, relying on the corresponding representations and warranties of OJSC under the OJSC SPA to the extent that the corresponding representations and warranties in this Agreement are identical to the representations and warranties of OJSC given to the Seller under the OJSC SPA and do not depend on any actions or omission to act on the part of the Seller; and

(a)

the Seller gives the representations and warranties set out in Schedule 5 and concerning the Owners of Third Party Premises, the Third Party Premises and the Land Plot, relying on the corresponding representations and warranties of the Owners of Third Party Premises under the Third Party SPAs to the extent that the corresponding representations and warranties in this Agreement are identical to the representations and warranties of the Owners of Third Party Premises given to the Seller under the Third Party SPAs and do not depend on any actions or omission to act on the part of the Seller.

7.1

If any of the Seller’s Representations is inaccurate and/or the Seller fails to ensure the accuracy of any of the Seller’s Representations on each Registration Date and/or each Transfer Deed Date (provided that the transfer of title to the Facilities and the Land Lease Rights to the Purchaser may not be considered a breach of such representations or a default under the obligation to ensure the accuracy of the representations on the relevant Transfer Deed Date), the Seller shall within ** Business Days upon receipt of the relevant Purchaser’s request:

(a)

pay the Purchaser a penalty in the amount (increased by the Gross-Up Amount) equal to ** of the Purchase Price for each breach (failure by the Seller to ensure the accuracy) of the Seller’s Representations, to the Purchaser’s Account; and

(a)

to the extent not covered by such penalty, indemnify the Purchaser against any losses incurred as a result of the breach (failure to ensure the accuracy) of such representation, by payment to the Purchaser’s Account.

7.1

The Parties acknowledge and agree that the invalidity of one or several provisions of Clause 7.4 of the Agreement shall not render the entire Clause 7.4 of the Agreement invalid, in accordance with Article 180 of the Civil Code. Without limiting the generality of the foregoing, the Parties agree that if the provisions of Clause 7.4 of the Agreement are deemed to contravene Applicable Law, or for any other reason become invalid, illegal or unenforceable in any way due to the fact that in the event of a breach of any of the Seller’s Representations the civil law rights of the Purchaser are protected either by payment of a penalty or by recovery of damages, but not both of these means of protection of civil law rights of the Purchaser, in the event of a breach of any of the Seller’s Representations set out in Clause 7.4 of the Agreement, the civil law rights of the Purchaser shall be duly protected by payment of the penalty referred to in Clause 7.4 of the Agreement.

7.2

The Parties acknowledge and agree that the provisions of this Agreement on the Seller’s Representations (including the consequences of a breach of such representations) shall also apply to representations and warranties given in confirmation letters and transfer deeds provided by the Seller to the Purchaser in accordance with the provisions of this Agreement.

7.1

The Seller will deliver to the Purchaser copies of the OJSC Account Pledges, the Land Lease, Subleases, Utility Services Agreements and Other Agreements, including all addenda thereto, which the Seller shall receive from OJSC under the OJSC SPA, as well as copies of all agreements in respect of or in connection with the Third Party Premises (including all leases and subleases), which the Seller shall receive from the Owners of Third Party Premises under the Third Party SPAs, under a transfer deed,

which shall also include a representation given by the Seller to the Purchaser confirming that copies of such documents are copies received by the Seller from OJSC and the Owners of Third Party Premises under the OJSC SPA and Third Party SPAs, respectively.

RECOVERY OF PECUNIARY LOSSES

8.1

Without prejudice to other rights of the Purchaser provided for by Applicable Law, upon request of the Purchaser the Seller shall fully indemnify the Purchaser against all pecuniary losses (within the meaning of Article 406.1 of the Civil Code) incurred as a result of any of the following circumstances (“Circumstances of Losses”):

(a)

the Purchaser's loss of title to any of the Facilities and/or Land Lease Rights (including as a result of the title being declared absent, recovery from illegal possession by another party, invalidation or voidance of transactions on the basis of which the Facilities and/or Land Lease Rights were purchased, declaration as unauthorized construction and/or demolition on the grounds provided for by Applicable Law and/or clarification of the boundaries of the Land Plot (or part thereof)) on grounds (or as a result of any facts/circumstances) that arose prior to the latest of the Transfer Deed Dates (inclusively) in relation to all of the Facilities and the Land Plot; and/or

(b)

creation of any Encumbrances in respect of any of the Facilities and/or the Land Plot on grounds (or as a result of any facts/circumstances) that arose prior to the latest of the Transfer Deed Dates (inclusively) in relation to all of the Facilities and the Land Plot; and/or

(c)

inability to use any of the Facilities and/or the Land Plot for its intended purpose and/or in accordance with the Permitted Use on grounds (or as a result of any facts/circumstances) that arose prior to the latest of the Transfer Deed Dates (inclusively) in relation to all of the Facilities and the Land Plot; and/or

(d)

submission of any claims against the Purchaser by Authorities or other third parties (including claims for recovery of unjust enrichment) in connection with any of the Facilities and/or the Land Plot (including under and/or in connection with the Land Lease, including joint and several liability under the Land Lease) as a result of circumstances that arose prior to the latest Transfer Deed Date (inclusively) in relation to all of the Facilities and the Land Plot (including as a result of reversal of judicial acts on reduction of the cadastral value of the OJSC Premises and/or the Land Plot), other than any claims arising after the latest Transfer Deed Date in respect of all of the Facilities and the Land Plot due to registration by the Purchaser of documentation for the performance of construction (reconstruction) works on the Land Plot; and/or

(e)

default by Korston Moscow under any of its obligations under the Korston Moscow Lease during the period from the latest Transfer Deed Date (inclusively) in respect of all of the Facilities and the Land Plot (other than the obligation to pay the rent under such agreement); and/or

(f)

performance by any person of any illegal actions in the Facilities and/or on the Land Plot during the period prior to the expiration date of the Korston Moscow Lease (inclusively) or any other Korston Moscow lease concluded in respect of the OJSC Premises or any part thereof; and/or

(g)

infliction of any losses, damage and/or harm by any person to any legal entity and/or individual in the Facilities and/or on the Land Plot during the period prior to the expiration date of the Korston Moscow Lease (inclusively) or any other Korston Moscow lease concluded in respect of the OJSC Premises or any part thereof.

8.2

The Parties agree that upon the occurrence of any of the circumstances referred to in Clause 8.1, the amount of the indemnification against the pecuniary losses shall be calculated as follows:

(a)

upon the occurrence of any of the circumstances referred to in Clauses 8.1(a) to 8.1(c), the amount of the indemnification against the relevant losses shall be the aggregate of the following:

(i)

the monies paid to the Seller for the Facilities, including the Land Lease Right ; and

(i)

upon the occurrence of the circumstance referred to in Clause 8.1(a) and/or 8.1(b), expenses for the satisfaction of the claims of the legal owner in connection with the actual title to and use of the Facilities and/or the Land Plot;

(b)

upon the occurrence of the circumstance referred to in Clause 8.1(d), the amount of the indemnification against the relevant losses shall be the aggregate of the following:

(i)

the amount of the relevant claims of the Authorities or third parties (including administrative fines); and

(i)

the amount of all losses incurred by the Purchaser due to the existence of the relevant obligation referred to in Clause 8.1(d);

(c)

upon the occurrence of any of the circumstances referred to in Clauses 8.1(e) to 8.1(g), the amount of the indemnification against the relevant losses shall be the aggregate of the amounts referred to in Clauses 8.2(a) to 8.2(b).

8.1

The Seller will indemnify the Purchaser against the pecuniary losses referred to in Clause 8.1 of the Agreement by transferring monies to the Purchaser's Account within 15 (fifteen) Business Days from the date of receipt of the relevant request from the Purchaser. For the avoidance of doubt, requests may be presented repeatedly in the event that new pecuniary losses provided for by this Agreement are incurred. Pecuniary losses, indemnification against which is required in accordance with this Clause 8.3, shall be reimbursed by paying to the Purchaser the amounts of the pecuniary losses without any deductions and/or withholdings. If any fee or tax is charged in respect of any amount, the amount to be transferred to the Purchaser shall be increased by the amount of such tax or fee.

8.1

Pecuniary losses referred to in this Clause 8 shall be reimbursed irrespective of the recognition of this Agreement as void or invalid, in whole or in part.

QUALITY ASSURANCE

9.1

The OJSC Facilities may not have any Defects, shall be suitable for their use in accordance with the Permitted Use, and shall also comply with the requirements stipulated in the Agreement during the following guarantee period (the “Guarantee Period”): until ** (inclusively), but not later than the expiration date of the Korston Moscow Lease, subject to the extension of such period by entering into a supplementary agreement between the parties to the above lease after the Execution Date.

If any of the OJSC Facilities cannot be used as intended due to any detected flaws (defects), the Guarantee Period in respect of the OJSC Facility that could not be used as intended due to the detected flaws (defects) shall be prolonged by an amount of time equal to the amount of time it could not be used as intended.

9.2

The Seller shall be responsible for any flaws (defects) in the OJSC Facilities detected by the Purchaser, of which the Purchaser notifies the Seller within the Guarantee Period. The warranty period for

materials/parts replaced upon guarantee repair shall remain in force until the end of the Guarantee Period.

9.3

If during the Guarantee Period the Purchaser detects any flaws (defects) in the OJSC Facilities, the Purchaser shall notify the Seller thereof in writing, stating the list of flaws (defects), and shall call upon representatives of the Seller to agree on the list of flaws (defects) and the timeframes for their remediation by the Seller.

Notwithstanding other provisions of this Agreement, in the event of an emergency the Purchaser has the right to immediately proceed with remediation and may recover from the Seller reasonable documented costs incurred for the purpose of remediation, if the Seller subsequently admits that the emergency arose due to any flaws (defects) for which the Seller may be held liable during the Guarantee Period, or if that fact is confirmed by a court. The Purchaser will notify the Seller of the occurrence of an emergency within one day of becoming aware of it.

The Parties understand an emergency to mean situations where untimely remediation or delayed remediation may result in significant damage to any of the OJSC Facilities and/or the Land Plot and/or a situation directly threatening the condition of any of the OJSC Facilities and/or the Land Plot, including qualitative characteristics thereof, as well as the life, health and property of people on the territory of any of the OJSC Facilities and/or on the Land Plot.

9.4

If the Seller fails to perform its obligation to remedy flaws (defects) within the period agreed by the Parties or within a reasonable period, the Purchaser shall be entitled to remedy such defects on its own or with the involvement of third parties, and the Seller shall indemnify the Purchaser against the documented costs of remedying such defects by payment to the Purchaser’s Account.

9.5

Notwithstanding other remedies available to the Purchaser in accordance with this Agreement or Applicable Law, if any flaws (defects) interfere with or limit the use by the Purchaser of any of the OJSC Facilities and/or the Land Plot, the Seller shall indemnify the Purchaser against the losses incurred due to the impossibility to use the OJSC Facilities and/or the Land Plot (in full or in part), including full compensation of all fines, penalties, lost rent and other revenues not received by the Purchaser under contracts in relation to the OJSC Facilities to which the Purchaser is a party.

10.

TERM

10.1

Subject to Clause 10.2, within the meaning of paragraph 1 of Article 157 of the Civil Code, the Agreement shall take effect on the date of satisfaction of the last of the following conditions:

(a)

transfer of title to the Participation Interest to the Purchaser (state registration of the Purchaser with the USRLE as the Seller’s member holding the Participation Interest), free of Encumbrances; and

(b)

transfer of title to Participation Interest 2 to Yandex Technologies (state registration of Yandex Technologies with the USRLE as the Seller’s member holding Participation Interest 2), free of Encumbrances.

10.2

Notwithstanding Clause 10.1, the Purchaser performs the obligation to make the First Part of the Security Payment in accordance with Clause 3.2 within the timeframe specified in Clause 3.2, and may not request the return of the First Part of the Security Payment before the earlier of the dates specified in Clause 3.10.

10.3

In the event that not all of the conditions set out in Clause 10.1 above are satisfied by **, this Agreement shall terminate in full, save for Clauses 1, 3.2, 3.10, 6.3, 7 (with respect to the Parties’ Representations on the Execution Date), 10.2, 10.3, 12, 14, 15 and 16.

11.

TERMINATION

11.1

Without prejudice to any rights that the Purchaser may have by virtue of Applicable Law, in accordance with paragraph 2 of Article 310 of the Civil Code and Article 450.1 of the Civil Code, the Purchaser has the right to unilaterally waive (repudiate) this Agreement by written notification of the Seller about the waiver (repudiation) of the Agreement in the cases:

(a)

stipulated by Clause 3.12; and/or

(b)

if any party to any of the Transaction Documents or any third party imposes any of the following requirements: termination/waiver (on the grounds stipulated by such agreements and/or Applicable Law), amendment, invalidation or voidance of any of such agreements (or any provision thereof) and/or unenforceability of any terms and conditions of any of such agreements; and/or

(c)

stipulated by Clause 3.5; and/or

(d)

if any of the Seller’s Representations referred to in Clause 7.1 is inaccurate on the Execution Date, any of the Registration Dates or the Transfer Deed Dates, and/or if any of the Seller’s Representations (other than those referred to in Clause 7.1) is inaccurate on any of the Registration Dates or the Transfer Deed Dates (and, for the purposes of representations on the relevant Transfer Deed Date, the transfer of title to the Facilities and Land Lease Rights to the Purchaser in itself does not serve as a basis for the termination of the Agreement in accordance with this Clause 11.1(d)); and/or

(e)

if the Registration Authority denies State Registration of the transfer of title to any of the Real Properties, and/or, if it is subject to state registration, the Land Lease Rights to the Purchaser for any reason; and/or

(f)

if at the time of State Registration or before or on the Transfer Deed Date in respect of any Facility and/or Land Plot there are any restrictions, registered with the USRRP and/or unregistered, of rights or encumbrances, agreements for participation in shared construction, legally asserted rights of claim, information on objections to registered rights, information on the existence of a decision on seizure of any Facility and/or Land Plot for state and municipal needs, claims and information on the existence of filed but not yet examined applications for state registration of rights (assignment or termination of rights), restrictions of title to or encumbrance over real estate, transactions in respect of any Facility and/or Land Plot, information on the performance of state registration of any transaction, right or restriction of rights without the consent of a third party or any authority required by law (this circumstance (regarding information on the performance of state registration of a transaction, right or restriction of rights without the consent of a third party or authority required by law) does not apply to the Mortgage), or any other Encumbrances (other than any Encumbrances arising solely due to the actions of the Purchaser following the relevant Registration Date, and Permitted Encumbrances); and/or

(g)

if the Facilities and/or the Land Plot are not transferred to the Purchaser pursuant to the terms of this Agreement within ** Business Days following inception of the Seller’s duty to transfer such Facilities and the Land Plot; and/or

(h)

if any insolvency (bankruptcy) and/or liquidation and/or reorganization proceedings (if applicable) are initiated in respect of the Seller, any Owner of Third Party Premises and/or OJSC in accordance with Applicable Law.

11.2

In the cases referred to in Clause 11.1, the Agreement shall be deemed terminated on the date the Purchaser sends written notice to the Seller on repudiation of this Agreement.

11.3

The Seller may not waive this Agreement, other than in cases when such waiver is permitted by mandatory provisions of Applicable Law.

11.4

Unless otherwise agreed by the Parties, the Seller agrees within ** Business Days from the date of termination of the Agreement for any reason to return to the Purchaser the Purchase Price paid under this Agreement (using the common exchange rate for settlements between the Parties so that the amount credited to the Purchaser's Account (in US dollars) is not less than the amount (in US dollars) debited from the Seller’s USD Collateral Account) in full. To enable VTB Bank to provide a common exchange rate for settlements, the Parties agree to submit to VTB Bank payment orders and instructions for purchasing/selling foreign currency in accordance with the procedure stipulated in the Settlement Agreement.

11.5

Upon the termination of this Agreement by the Purchaser:

(a)

on the grounds referred to in Clause 11.1(d), 11.1(f) and/or 11.1(h);

(b)

on the grounds referred to in Clause 11.1(a), 11.1(e) or 11.1(g), unless the relevant ground arose solely as a result of wrongful actions (or omission to act) on the part of the Purchaser or illegal actions (or omission to act) on the part of the Registration Authority;

(c)

on the grounds stipulated by Applicable Law; and/or

(d)

through the courts due to a material breach of the Agreement by the Seller,

in addition to the obligation referred to in Clause 11.4, the Seller shall, within ** Business Days from the date of receipt of the relevant claim of the Purchaser, indemnify the Purchaser against the expenses actually incurred by the Purchaser and specified in Clause 8.2(a)(ii) hereof, as well as expenses related to state registration and registration of the transfer of title to the OJSC Facilities and the OJSC Lease Rights. However, the Purchaser shall not compensate the Seller for all the benefits obtained by the Purchaser in connection with the use of the Facilities, less the necessary maintenance expenses incurred by the Purchaser.

11.6

A claim by the Purchaser, referred to in Clause 11.5, must be submitted within ** Business Days from the date of termination of the Agreement (the “First Claim”) and may be submitted repeatedly (upon expiration of the specified period) in the event that new expenses, envisaged in Clause 11.5, are incurred.

11.7

In case of termination of the Agreement after State Registration, the Purchaser agrees, after and subject to the performance by the Seller of all actions referred to in Clause 11.4, and also, if applicable, in Clause 11.5 (in respect of the First Claim), to submit, together with the Seller, to the Registration Authority documents required for registration of the transfer of title to the Real Properties and, if they are subject to state registration, the Land Lease Rights from the Purchaser to the Seller, and the Seller agrees to take all actions required of it in connection with such registration.

11.8

In case of termination of the Agreement after the Transfer Deed Date, the Purchaser agrees to return the Facilities and the Land Plot to the Seller after and subject to performance by the Seller of all actions referred to in Clause 11.4 and also, if applicable, in Clause 11.5 (in respect of the First Claim). In this case, the Parties shall also execute a transfer deed in respect of fixed assets, on form OS-1А.

11.9

If the Seller’s obligation to return the received Purchase Price and/or Security Payment (or any part thereof) arises on the grounds stipulated herein and/or by Applicable Law:

(a)

interest shall accrue on the relevant amounts of the Purchase Price and/or Security Payment pursuant to Article 317.1 of the Civil Code on the terms set out in this Clause 11.9 ("Interest"); and

(b)

the Interest accrual period will begin on the date following the date on which the Seller is obliged, in accordance with this Agreement, to return the appropriate amount of the Purchase Price and/or Security Payment to the Purchaser, and will end on the date the Purchaser receives the appropriate amount of the Purchase Price and/or Security Payment on the Purchaser’s Account.

11.10

The Parties confirm that if the Purchaser sends a notice of the Purchaser's waiver of the Agreement, none of the Purchaser's actions taken prior to the date of receipt of the Purchaser's notice of the waiver by the Seller may be construed as confirmation of the Agreement for the purposes of paragraph 5 of Article 450.1 of the Civil Code.

11.11

Termination of the Agreement in accordance with this Section 10 does not relieve the Seller from liability for its breaches that occurred prior to the date of termination of this Agreement.

11.12

If the Purchaser loses the title to the Facilities and/or the Land Lease Rights (including as a result of invalidation of title, recovery from illegal possession by another party, nullity of the transactions on the basis of which the Facilities and/or the Land Lease Rights were acquired, invalidation of transactions on the basis of which the Objects and/or the Lease Rights of the Land Plot were acquired, expropriations (including for state or municipal needs), recognition of any construction and/or demolition as unauthorized on the grounds stipulated by Applicable Law and/or clarification of the borders of the Land Plot (or any part thereof)) on grounds (or as a result of any facts/circumstances) that arose prior to the latest Transfer Deed Date, including as a result of any expropriation for state or municipal needs on the basis of any territorial planning document adopted prior to the latest Transfer Deed Date (irrespective of the existence of an approved territorial development plan) (other than in cases of any loss of title by the Purchase solely due to the actions of the Purchaser after the relevant Registration Date), the Seller shall, within five (5) Business Days from the date of receipt of the relevant claim from the Purchaser, perform all actions specified in Clause 11.4 and indemnify the Purchaser against the expenses actually incurred by the Purchaser and specified in Clause 11.5 (for the avoidance of doubt, the claims of the Purchaser may be submitted repeatedly in the event that new expenses, envisaged in Clause 11.5, are incurred).

11.13

In the event of invalidation of this Agreement, the Seller shall, within ** Business Days from the date of receipt of the Purchaser's claim, perform all actions specified in Clause 11.4. If the Agreement is invalidated due to any circumstances related to any breach of the Seller’s Representations and/or due to any circumstances of which the Seller was or, acting reasonably and prudently, ought to have been aware on the Execution Date (other than any circumstances connected with any breach of the Purchaser’s Representations), the Seller shall indemnify the Purchaser against the expenses actually incurred by the Purchaser and specified in Clause 11.5 (for the avoidance of doubt, the claims of the Purchaser may be submitted repeatedly in the event that new expenses, envisaged in Clause 11.5, are incurred).

11.14

The Parties acknowledge and agree that the waiver of this Agreement by the Purchaser in accordance with this Section 11 and other provisions of this Agreement shall in all cases be deemed a reasonable and bona fide action.

11.15

The Parties acknowledge and agree that in the event of termination of this Agreement the provisions of Clauses 11.4 to 11.11 shall be deemed an agreement between the Parties on the consequences of termination of the Agreement within the meaning of paragraph 2 of Article 453 of the Civil Code.

12.

NOTICES

12.1

All notices and other legally significant communications sent by one Party to the other Party ("Notices") shall be executed in writing and delivered by hand, by registered mail or certified mail with a delivery receipt notification, by another generally accepted delivery service (courier service) or otherwise against signature to the relevant Party to the addresses given below (or to any other address which the relevant Party may specify to the other Party in accordance with this Agreement):

Party	Address
Seller	Suite 6 / Office 470, 10 Presnenskaya Embankment, Moscow, 123112, Russian Federation
Attention of	E.M. Alyoshin
Purchaser	16 L’va Tolstogo Street, Moscow, 119021, Russian Federation

Attention of

A.O. Korolenko

with a copy to be sent by email to the following email addresses:

Party	Email address
Seller	**
Attention of	E.M. Alyoshin
Purchaser	**
Attention of	A.O. Korolenko

12.2

Each Party may, by sending a Notice to the other Party in accordance with Clause 12.1 above, change its address for receiving Notices and/or other details specified in Clause 12.1. Such change shall take effect upon the expiration of ** Business Days from the date of receipt of the Notice of the respective change by the other Party.

12.3

Any Notice delivered before 6:00 p.m. at the place of delivery on a Business Day shall be deemed received on the same day. Any Notice received after 6:00 p.m. on a Business Day or at any time not on a Business Day shall be deemed received on the immediately following Business Day.

12.4

Without prejudice to paragraph 2 of clause 1 of Article 165.1 of the Civil Code, each Notice shall be deemed received at the time of its delivery to the addressee. If at the time of delivery of any notice the addressee is absent at the specified postal address, such notice shall be deemed delivered to the receiving Party on the day on which such fact was registered by the courier or postal service worker who delivered the document.

13.

FORCE MAJEURE

Definition

13.1

In this Agreement, “Force Majeure” means any circumstance beyond the reasonable control of a Party invoking Force Majeure, including floods, storms, earthquakes, hurricanes, tornadoes, other Acts of God, warfare, acts of terrorism, explosions, bombings, revolutions, uprisings, political changes (including expropriation and nationalization), civil unrest, strikes, lockouts, embargoes, sanctions or similar measures, economic or financial restrictions or bans introduced and/or imposed by any Authority, but excluding a shortage of funds for any reason.

Exemption from liability

13.2

A Party shall be released from the performance of its respective obligations under this Agreement to the extent that the inability to perform such obligations arose due to Force Majeure that has a material adverse effect on the Party invoking the Force Majeure during the period that the Force Majeure remains in effect or continues to have effect. At the same time, the Parties agree to perform all their other obligations that are unaffected by the Force Majeure.

Notification

13.3

A Party invoking Force Majeure shall as soon as possible, but in any case no later than ** days after the onset of the Force Majeure, notify the other Party in writing about the occurrence of such circumstances. Such notice shall contain information on the nature of the Force Majeure and, to the extent possible, the estimated period of time that the Force Majeure will remain in effect, as well as the estimated impact of the Force Majeure on the ability of the Party invoking Force Majeure to perform its obligations hereunder.

Termination

13.4

Upon termination of the effects of Force Majeure, the Party invoking Force Majeure shall promptly, but in any case no later than ** days after such termination, notify the other Party in writing of such termination. If a Party invoking Force Majeure delays sending or fails to send the other Party a notice of the onset or termination of Force Majeure, it shall be held liable to the other Party for additional damage or losses caused by such failure to notify or delay in sending the notice.

Duration

13.5

If Force Majeure or the effects thereof last more than ** months in a row, or if at any time it can reasonably be assumed that the Force Majeure or its effects will last for more than ** months, the Parties will immediately hold negotiations based on the principles of good faith to negotiate such changes to this Agreement as will allow the

Parties to continue performing their obligations hereunder in the manner and by means which most closely approximate those agreed upon at the time of execution of this Agreement.

14.

CONFIDENTIALITY

Confidentiality undertaking

14.1

The Parties agree to keep confidential information relating to the terms of this Agreement and information received from each other in connection with the conclusion and execution of this Agreement ("Confidential Information"). Each Party agrees:

(a)

not to transfer to third parties originals or copies of documents containing Confidential Information;

(b)

not to disclose and not to allow disclosure to third parties and not to otherwise make public any Confidential Information; and

(c)

not to use Confidential Information for purposes unrelated to the performance of this Agreement.

Exceptions to the confidentiality undertaking

14.2

The confidentiality undertaking stipulated in Clause 14.1 does not apply:

(a)

to information independently prepared by the relevant Party or lawfully obtained from a third party to the extent that the disclosing Party has the right to disclose such information;

(b)

provided that the disclosing Party notifies the other Party in advance of the disclosure planned in accordance with this Clause 14.2, will consult with and consider in good faith the recommendations of the other Party regarding the scope and terms of disclosure of Confidential Information, regarding:

(i)

the disclosure of Confidential Information, to the extent such disclosure is required in accordance with Applicable Law, rules of any stock exchange or a binding decision, ruling or requirement of any court or other competent Authority;

(i)

disclosure of Confidential Information to any rating agencies, banks and other credit or financial organizations, specialized depositories and auditors of the Purchaser;

(c)

to any disclosure of Confidential Information to Affiliates of the Purchaser, VTB Group, Yandex N.V., professional advisors, officers and employees of a Party, VTB Group and Yandex N.V.;

(d)

subject to each person’s confidentiality undertaking similar to the one assumed by the Parties in accordance with this Clause 14, in respect of:

(i)

disclosure of Confidential Information to the extent reasonably necessary for the preparation and reflection of such information in the consolidated financial statements of either Party or its (direct or indirect) parent company in accordance with the accounting and financial reporting rules and/or standards applicable to that Party;

(i)

disclosure to a Party’s professional advisors of information, the disclosure of which is required for purposes related to this Agreement;

(e)

to any disclosure of Confidential Information for the purposes of resolving disputes hereunder by any court or arbitral tribunal.

14.3

Each Party shall inform the persons referred to in Clause 14.2 and receiving Confidential Information that such information is confidential and shall instruct them to keep it confidential and not disclose it to any third party (other than those to persons to whom it has already been disclosed in accordance with the terms of this Agreement).

15.

GOVERNING LAW AND DISPUTE RESOLUTION

15.1

This Agreement and all rights and obligations of the Parties hereunder are governed by and shall be construed in accordance with Russian law.

15.2

Any disputes arising between the Parties under or in connection with this Agreement shall be resolved by the Parties through negotiations. For the purposes of paragraph 5 of Article 4 of the Arbitrazh Procedure Code of the Russian Federation, each Party is entitled to refer a dispute to the Arbitrazh Court of the City of Moscow, provided that the dispute is not resolved within ** Business Days from the date of the Notice (claim).

16.

MISCELLANEOUS

16.1

Settlements. The Parties agree that settlements based on prepayment, advance payment, payment by installments or deferred payment hereunder (if applicable) are not a commercial loan in the meaning of Article 823 of the Civil Code, and in accordance with Article 317.1 of the Civil Code the lender is not entitled to demand interest from the debtor accrued on the amount of the debt during the period of use of the funds, unless expressly provided otherwise by this Agreement. Without limiting the foregoing, the Parties hereby confirm and agree that (a) the procedure of payment by the Purchaser of the Purchase Price stipulated herein is not a form of attraction by the Purchaser of financing from the Seller, and that the provisions of Article 823 of the Civil Code are not applicable to payment of the Purchase Price; and (b) unless expressly provided otherwise by this Agreement, interest may not accrue on any part of the Purchase Price (including in accordance with Article 317.1 of the Civil Code) during the period from the Execution Date to the due date of payment of the relevant amount in accordance with this Agreement.

16.2

Waiver of claim. The Purchaser's failure to submit a claim regarding any action or omission to act on the part of the Seller (including the failure to give notice regarding the waiver of the Agreement), irrespective of the period during which such action or omission to act continues, does not constitute waiver by the Purchaser of any rights provided to it by this Agreement. The express or implied waiver by the Purchaser at any time of any claim in respect of a breach of any term of this Agreement may not be construed as a waiver of the claim upon a breach of any other term of this Agreement or as consent to any subsequent breach of the same or any other term of this Agreement. If any action of the Seller requires the consent of or approval by the Purchaser, the Purchaser’s consent to or approval of such action in any specific case may not be construed as consent or approval of the same action in any subsequent case or of any other action in that case or in any subsequent case.

16.3

Set-off. Unless expressly provided otherwise herein, or unless the Parties agree otherwise in writing: (i) all amounts payable under this Agreement by the Seller must be paid in full without any withholding or deduction, unless such withholding or deduction is required in accordance with Applicable Law; (ii) the Seller is not entitled to demand any set-off or to perform any set-off on the basis of a counterclaim against the Purchaser in order to justify withholding of payment of any amount, in full or in part.

16.4

Gross-up. The amounts payable by the Seller to the Purchaser hereunder shall be increased by the Gross-Up Amount. However, for the avoidance of doubt, the provisions of this Agreement do not imply double VAT payments and such double payments are not allowed.

16.5

Partial invalidity. If one or more provisions of this Agreement for any reason become invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will have no impact on the validity, legality and enforceability of the other provisions hereof. The Parties confirm that in accordance with Article 180 of the Civil Code the invalidity of one or several provisions of this Agreement will not render the Agreement invalid as a whole. The Parties agree to to use their best efforts to replace any provision of this Agreement that is illegal, invalid or unenforceable in any respect with an appropriate legal, valid and enforceable provision, the effect of which will most closely approximate the desired effect of the illegal, invalid or unenforceable provision.

16.6

Scope. The scope of the transaction, its consequences, liability, rights and obligations, as well as provisions of Parts I and II of the Civil Code, including those expressly specified in this Agreement, are known and clear to the Parties. The Parties confirm that the transaction hereunder is not made under the influence of delusion, deception, violence, threat or adverse circumstances.

16.7

Term of payments. Unless this Agreement provides for a different timeframe for specific payments, a Party will make the appropriate payment to the settlement account of the other Party within ** Business Days upon receipt of the relevant request from the other Party.

16.8

Rounding. The amounts of payments received as a result of calculations in accordance with this Agreement are subject to mathematical rounding to two decimal places.

16.9

Survival. The Parties agree that Clauses 1, 3.10, 6.3, 7, 8, 11, 12, 14, 15 and 16 shall survive the termination of this Agreement.

16.10

Material change of circumstances. With the exception of the provisions of Clause 2.4, which by agreement of the Parties are material for the Parties, a material change of the circumstances relied upon by the Parties in entering into this Agreement (as defined in Article 451 of the Civil Code) may not serve as grounds for amendment or termination of this Agreement by either of the Parties.

16.11

Amendments and addenda. Any amendments and/or addenda to this Agreement shall be effective only if made in writing and signed by both of the Parties.

16.12

Counterparts. This Agreement is executed in the Russian language in three (3) original counterparts, each having equal legal force, one for the Seller, one for the Purchaser and one for the Registration Authority.



Exhibit 4.9





Confidential






Date:14 July 2019


(1) FASTEN CY LIMITED

and

(2) MLU B.V.



AGREEMENT
for the sale and purchase of the issued share
capital of Axelcroft Limited

DEFINITIONS AND INTERPRETATION2

SALE AND PURCHASE OF THE SALE SHARES25

CONSIDERATION25

CONSIDERATION SHARES26

COMPLETION CONSIDERATION; ADJUSTMENT28

INTEGRATION CONSIDERATION ADJUSTMENT; INTEGRATION PERIOD33

WITHHOLDING AND SET-OFF; CONSIDERATION SHARES34

CONDITIONS37

CONDUCT OF BUSINESS BEFORE COMPLETION; INFORMATION RIGHTS40

COMPLETION41

SELLER WARRANTIES AND INDEMNITIES42

BUYER WARRANTIES47

LIMITATION OF THE SELLER’S LIABILITY48

CLAIMS52

LIMITATION OF THE BUYER’S LIABILITY53

RESTRICTIVE COVENANTS59

COVENANTS AND UNDERTAKINGS61

ANNOUNCEMENTS65

CONFIDENTIALITY66

FURTHER ASSURANCE68

GOVERNING LAW AND DISPUTE RESOLUTION69

MISCELLANEOUS71

SCHEDULES

‎SCHEDULE 1 INFORMATION ABOUT THE SELLER AND THE GROUP

‎SCHEDULE 2 COMPLETION STATEMENT PRINCIPLES

‎SCHEDULE 3 FORM OF THE DRAFT COMPLETION STATEMENT

‎SCHEDULE 4 EMPLOYEE MATTERS

‎SCHEDULE 5 TAX INDEMNITY

‎SCHEDULE 6 CONDUCT OF BUSINESS BEFORE COMPLETION

‎SCHEDULE 7 COMPLETION ARRANGEMENTS

‎SCHEDULE 8 SELLER WARRANTIES

‎SCHEDULE 9 BUYER WARRANTIES

‎SCHEDULE 10 INFORMATION ABOUT THE BUYER AND ITS GROUP

‎SCHEDULE 11 THE PROPERTIES

‎SCHEDULE 12 THE INTELLECTUAL PROPERTY RIGHTS

‎SCHEDULE 13 INFORMATION TECHNOLOGY

‎SCHEDULE 14 RESTRUCTURING

‎SCHEDULE 15 FORM OF A DEED OF ISSUANCE

‎SCHEDULE 16 POST-COMPLETION INTEGRATION

‎SCHEDULE 17 DD FOLLOW-UP ACTIONS

‎SCHEDULE 18 GROUP TELEPHONE NUMBERS

‎SCHEDULE 19 TELECOMMUNICATION SERVICES AGREEMENTS

‎SCHEDULE 20 BUSINESS AGREEMENTS

‎SCHEDULE 21 RELATED PARTY AGREEMENTS

‎SCHEDULE 22 TRANSFERRED ASSETS

‎SCHEDULE 23 2018 NUMBER OF RIDES AND GMV OF THE FORMER GROUP

‎SCHEDULE 24 FORM OF DEED OF UNDERTAKING

‎SCHEDULE 25 COUNTRIES LIST

‎SCHEDULE 26 PRINCIPAL TERMS OF THE LOCAL SERVICES AGREEMENTS

‎SCHEDULE 27 FORM OF SHA SUPPLEMENTAL DEED

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is dated 14 July 2019 and is made BETWEEN:

1.FASTEN CY LIMITED, a limited liability company incorporated and existing under the laws of the Republic of Cyprus under registration number HE 355819, having its registered office at 4 Afentrikas, Afentrika Court, Office 2, 6018, Larnaca, Cyprus, with further particulars set out in Part A of Error! Reference source not found. (Information about the Seller and the Group) (the “Seller”); and

2.MLU B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of the Netherlands, having its corporate seat at Amsterdam, its registered office at Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands and registered with the trade register of the Chamber of Commerce under number 69160899 (the “Buyer”),

each a “Party” and together the “Parties”.

BACKGROUND

(A)

As of the date of this Agreement, the Seller is the sole legal and beneficial owner of one hundred per cent. (100%) of the total issued and outstanding share capital of Deanfirn (as defined below and having the particulars set out in Part B of Error! Reference source not found. (Information about the Seller and the Group)). The Seller also owns and Controls (as defined below) directly and indirectly (through Deanfirn and other subsidiaries of the Seller) the Former Group Companies (as defined below), the particulars of which and the Seller’s and Deanfirn’s respective shareholding in which are set out in Part C of Error! Reference source not found. (Information about the Seller and the Group). Deanfirn and other Former Group Companies are engaged in Business (as defined below).

(B)

As part of the Restructuring (as defined below), the Seller intends to reorganise the Former Group so that, inter alia:

(1)Prior to Completion, Deanfirn will undergo a demerger in accordance with the Scheme of Arrangement to be approved by the Cyprus Court (as such Scheme of Arrangement is more fully described in Error! Reference source not found. (Restructuring)), as the result of which, inter alia, Deanfirn’s business will be demerged into two legal entities, each wholly legally and beneficially owned by the Seller: one being Deanfirn having the same particulars as set out in Part B of Error! Reference source not found. (Information about the Seller and the Group) and the other being a limited liability company Axelcroft Limited, incorporated and existing under the laws of the Republic of Cyprus under registration number HE 397714, having its registered office at 3, Themistokli Dervi, Julia House, 1066, Nicosia, Cyprus, with further particulars set out in Part D of Error! Reference source not found. (Information about the Seller and the Group) (the “Company”);

(2) at Completion, the Company will wholly legally and beneficially own and Control a group of Subsidiaries, certain particulars of which and the Company’s shareholding in which as of Completion are set out in Part D of Error! Reference source not found. (Information about the Seller and the Group); and

(3) at Completion, Deanfirn, the Seller and/or any of their Affiliates (other than the Group Companies) will continue owning substantially all assets, rights, liabilities and claims owned by Deanfirn as of the date of this Agreement (other than any assets, rights, liabilities and claims acquired or disposed of in the ordinary course of business or as

required by this Agreement), save for one hundred per cent. (100%) in the charter capital of each of the Subsidiaries.

(C)

The Seller has agreed to sell to the Buyer at Completion the shares in the Company constituting in the aggregate one hundred per cent. (100%) of the total issued and outstanding share capital of the Company (the “Sale Shares”), and the Buyer has agreed to purchase the Sale Shares for the consideration stated below, in each case upon and subject to the terms and conditions of this Agreement.

IT IS HEREBY AGREED:

1. DEFINITIONS AND INTERPRETATION

1.1

Definitions. In this Agreement (including its Schedules), unless the context requires otherwise, the following words and terms shall have the following meanings:

“Accounts” means the audited consolidated accounts of the Group as at, and for the period starting from [***] and ending on, the Accounts Date, comprising the consolidated balance sheet, profit and loss account and cash flow statement of the Group, accompanied by the auditor’s report, prepared in accordance with the IFRS and Applicable Law;

“Accounts Date” means [***];

“Acquired Franchise Business” has the meaning given to it in paragraph Error! Reference source not found. of Error! Reference source not found. (Conduct of Business before Completion);

“Adjustable Cash Component” has the meaning given to it in the definition of “Adjustable Purchase Price” in this Clause ‎1.1;

“Adjustable Purchase Price” means the portion of the Purchase Price comprised of: (a) [***] (b) [***] ((a) and (b), together, the “Adjustable Cash Component”) and (c) the [***];

“Affiliate” means, in relation to any person (the “first person”):

(a)

a person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the first person;

(b)

is an executive officer, director or employee of such person;

(c)

a legal entity that shares the same investment management or investment advisory company with, or acts solely as bare nominee holder on behalf of the first person, or a fund for which the first person acts as bare nominee;

(d)

upon any liquidation or other dissolution of the first person which is not a natural person, any person that is a beneficial owner of the interests held in the entity being liquidated or dissolved;

(e)

with respect to a first person that is a natural person, any person that is a member of his/her Family; and

(f)

without limitation, each of [***] (as each defined in Part A of Error! Reference source not found. (Information about the Seller and the Group)) shall be deemed Affiliates of each other;

provided, however, that for the purposes of this Agreement (a) the Seller shall not be deemed an Affiliate of the Buyer nor, after Completion, of any Group Company, and (b) after Completion, the Buyer shall be deemed an Affiliate of the Group Companies;

“Agreed Completion Statement” has the meaning given to it in Clause ‎5.7;

“Agreed Software” means (a) [***] and (b) [***] to be installed on (i) the Servers, (ii) computers used by the AMP Employees and (iii) such other computers as are shown in the Inventory Lists as having [***] installed;

“Agreed Software Costs” has the meaning given to it in Clause ‎17.10.2;

“Agreed Software Licences” has the meaning given to it in Clause ‎17.10.1;

“AMP Employee” means a Transferred Employee holding an administrative and/or management position at a Group Company;

“Announcement” means any public announcement, communication or circular, including any document, statement or disclosure published, issued or made;

“Applicable Law” means any law, statute, order, decree, binding decision, licence, permit, consent, approval, agreement, or regulation of any Governmental Authority having jurisdiction over the matter or person in question, or other legislative or administrative action of a Governmental Authority, or a final, binding, or executive decree, injunction, judgment or order of a court that affects and has the authority to affect the matter or person in question;

“Application Integration Shares” means the Consideration Shares representing [***];

“A/R Dispute Notice” has the meaning given to it in Clause ‎5.11.2;

“A/R Shortfall” has the meaning given to it in Clause ‎5.11.1;

“A/R Statement” has the meaning given to it in Clause ‎5.11.1;

“Auditors” means PWC, as auditor of the Company and the Group prior to Completion;

“Big Four Firm” means Deloitte Touche Tohmatsu, EY, KPMG, PricewaterhouseCoopers (PWC), or any successor in title to any of their respective accounting and/or valuation businesses;

“Buffer CC Employees” has the meaning given to it in paragraph 1.2(r) of Error! Reference source not found. (Conduct of Business before Completion);

“Business” means the business of (i) the booking and provision of information services for arranging passenger transportation through telecommunication (including, but not limited to, over the Internet, communication devices and/or mobile applications), (ii) taxi ride-hailing, ride-sharing services and related services for the arrangement of passenger transportation, in each case in the Russian Federation, as carried out by the Former Group as of the date of this Agreement. The Parties acknowledge and agree that “Business” shall not include the Vezet Dobro Business or GoLama Business, each as conducted as of the date of this Agreement, that shall be transferred or kept out of the Group (as applicable) as part of the Restructuring prior to Completion;

“Business Agreement” means a services agreement in respect of call centre services and related services entered into between a Call Centre and a Former Group Company, including each agreement listed in Error! Reference source not found. (Business Agreements);

“Business Day” means a day other than a Saturday or Sunday or public holiday on which banks are ordinarily open for the transaction of normal banking business in Nicosia, Cyprus; Moscow, Russian Federation, or Amsterdam, the Netherlands (save in Clause ‎22.10, where “Business Day” shall have the meaning given to it in Clause ‎22.10.2);

“Business IPR” means all Intellectual Property Rights which are used as of the date of this Agreement or which have been used [***] in relation to the business of any Group Company or any Former Group Company;

“Business IT” means all Information Technology which is owned, used or held for use by any Group Company (excluding “shrink wrapped”, “click wrapped” or other software commercially available off the shelf);

“Buyer Conditions” has the meaning given to it in Clause ‎8.6;

“Buyer Documents” means the deeds, agreements and other documents referred to in this Agreement which have been, or which are to be, executed by or on behalf of the Buyer or to which the Buyer is otherwise a party;

“Buyer Incentive Plan” means 2018 Equity Incentive Plan of the Buyer, which became effective as of 7 February 2018;

“Buyer Liability Cap” has the meaning given to it in Clause ‎15.4.1;

“Buyer Material Adverse Change” means any material adverse change in, or effect on, the business, assets, liabilities (including contingent liabilities), financial condition and/or results of operations of the Buyer’s Immediate Group taken as a whole, save, in each case, to the extent the same arises directly from any matter (i) affecting or likely to affect generally all companies carrying on similar businesses in the Russian Federation (save to the extent any such matter disproportionally affects the Buyer’s Immediate Group), (ii) related to general economic conditions in the Russian Federation, including interest rates or the state of the securities or capital markets, (iii) arising as a consequence of earthquakes, acts of war, armed hostilities or terrorism or any material escalation thereof; (v) arising as a result of changes in applicable accounting principles; (vi) arising as a result of the transactions contemplated by the Transaction Documents and the announcement and completion of such transactions; (vii) taken or not taken at the request of, or with the consent of, the Seller; or (viii) any material change in, or effect on, the business, assets, liabilities or financial condition of the Buyer’s Immediate Group taken as a whole, which is cured (including by payment of money) by the Buyer or any Buyer Related Person;

“Buyer Protected Information” has the meaning given to it in Clause ‎19.1.1;

“Buyer Related Person” means any Buyer Group Company and/or any director, officer, employee, consultant, contractor, agent or adviser of any Buyer Group Company (and any director, member, partner, officer or employee of any such person);

“Buyer Warranties” means the warranties given by the Buyer to the Seller as set out in Error! Reference source not found. (Buyer Warranties);

“Buyer’s Accounts” means the unaudited management accounts of the Buyer’s Immediate Group comprising the unaudited condensed consolidated and combined balance sheet and the

unaudited related condensed consolidated and combined statements of operations and comprehensive income and cash flows relating to the Buyer’s Immediate Group, prepared in conformity with the management accounting policies, as at, and for the period of [***], and supplemented by a statement by KPMG confirming their review of such unaudited management accounts of the Buyer’s Immediate Group;

“Buyer’s Accounts Date” means [***];

“Buyer’s Cypriot Counsel” means Katsis LLC with an office at 4 Georgiou Katsounotou, 3036 Limassol, Cyprus;

“Buyer’s Deal Team” means any of the following individuals: [***] (in respect of the Tax Warranties), [***] (in respect of the Warranties set out in paragraph 17 of Part A of Error! Reference source not found. (Seller Warranties)), [***];

“Buyer’s Group” means:

(a)

the Buyer; and

(b)

each person which is for the time being (whether on or after the date of this Agreement):

(i)

a shareholder of the Buyer; and

(ii)

holding company of the Buyer, any subsidiary of the Buyer (including, for the avoidance of doubt, the Group Companies after Completion) or any such holding company, and the ultimate beneficial owners of the Buyer and any Affiliates of such ultimate beneficial owners, and

a “Buyer Group Company” shall be construed accordingly, provided, however, that for the purposes of this Agreement the Seller shall be deemed not to be part of the Buyer’s Group or be a Buyer Group Company;

“Buyer’s Immediate Group” means the Buyer and all subsidiaries of the Buyer and “Buyer Immediate Group Company” means any of them;

“Buyer’s Relief” means:

(a)

any Relief to the extent that it has been shown as an asset or taken into account in reducing a provision for deferred tax in the Accounts;

(b)

any Relief to the extent that it arises in the Ordinary Course of Business between the Accounts Date and Completion; or

(c)

any Relief to the extent that it arises to a Group Company in respect of a period beginning after Completion; or in respect of a transaction contemplated hereunder (including for the avoidance of doubt any Relevant Change of Law) occurring or deemed to have occurred after Completion;

“CA 2006” means the Companies Act 2006;

“Call Centre” means each of the following persons operating call centres: [***];

“Cash Component” has the meaning given to it in Clause ‎3.1;

“CC Merger” has the meaning given to it in paragraph 3 of Part A of Error! Reference source not found. (Restructuring);

“Claim” means any claim by the Buyer or, in case of an Indemnity Claim, by any other Indemnified Person, in each case against the Seller under or in connection with this Agreement;

“Clean Team” means a restricted group of Representatives of the Buyer to be determined by the Buyer who are not involved in the operations of the Buyer’s Group taxi ride-hailing, ride-sharing services business and who will receive access to the Seller Group’s information solely for the purposes of [***], and receiving the Seller’s notices under Clause ‎9.5, and for no other purpose;

[***]

“Cloud Agreement” means each of the agreements entered into by the Former Group Companies to get cloud storage or similar services of data storage as listed in Part B of Error! Reference source not found. (Information Technology);

“Cluster Switch Date” has the meaning given to it in Annex 7 to Error! Reference source not found. (Post-Completion Integration);

“Collected A/R” has the meaning given to it in Clause ‎5.11.1;

“Company” has the meaning given to it in paragraph ‎(B)(1) of the Recitals;

“Company Related Person” means any Group Company and/or any Director, officer, Employee, or management company of any Group Company;

“Completion” means completion of the sale and purchase of the Sale Shares in accordance with Clause ‎10 (Completion);

“Completion Cash” has the meaning given in paragraph 1.2 of Error! Reference source not found. (Completion Statement Principles);

“Completion Consideration” has the meaning given to it in Clause ‎3.2.1;

“Completion Consideration Cash” means the cash sum of [***];

“Completion Consideration Payment” has the meaning given to it in Clause ‎3.2.1(a);

“Completion Consideration Shares” means the Consideration Shares representing [***] in the share capital of the Buyer, on the Fully-diluted and After-issued Basis;

“Completion Date” means the date on which Completion occurs;

“Completion Date A/R” means the accounts receivable of the Group outstanding as of the end of the Completion Date but solely to the extent such accounts receivable were actually included as Current Assets in the final calculation of the Working Capital in accordance with Clause ‎5.8 as set out in the Agreed Completion Statement;

“Completion Debt” has the meaning given in paragraph 1.3 of Error! Reference source not found. (Completion Statement Principles);

“Completion Metrics Calculation” has the meaning given in Clause ‎5.3;

“Completion Value” means [***];

“Conditions” has the meaning given to it in Clause ‎8.1;

“Conduct Notice” has the meaning given to it in paragraph Error! Reference source not found. of Error! Reference source not found. (Tax Indemnity);

“Confidential Information” means any proprietary and confidential information, and may include commercial, business, financial, operational, technical, administrative, marketing or other information (including intellectual property, information relating to existing or new products or services (or those in development), business opportunities, trade secrets, information relating to potential and actual business transactions, business plans, designs, formulae, processes, methods, lists, models, concepts and know-how, and information relating to past, present or potential future customers, clients and suppliers);

“Connected” has, in relation to a person, the meaning given in section 1122 of the Corporation Tax Act 2009;

“Consideration Shares” means the Class A ordinary shares of US$0.10 each in the capital of the Buyer representing [***], on the Fully-diluted and After-issued Basis, to be allotted and issued to the Seller and as may be adjusted downward as set out in Clause ‎3 (Consideration) in consideration for the sale of the Sale Shares;

“Contract” has the meaning given to it in paragraph Error! Reference source not found. of Part A of Error! Reference source not found. (Seller Warranties);

“Contribution in Kind” in respect of the issuance of the Completion Consideration Shares, Application Integration Shares and the Integration Consideration Shares pursuant to the relevant Deed of Issuance, means, for Dutch corporate law purposes, the transfer and contribution of the Sale Shares by the Seller as payment for the Consideration Shares, against the obligation of the Buyer (i) to issue the Consideration Shares and (ii) to pay the Cash Component, in each case to the Seller, on the terms and subject to the conditions of the Agreement;

“Control” means, with respect to any person, (a) the possession, directly or indirectly, of power to direct or cause the direction of management and policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such person; (b) the ability, whether exercised or held directly or indirectly, to exercise more than fifty per cent. (50%) of the votes at any general meeting (or equivalent) of such person; or (c) the ability to appoint more than fifty per cent. (50%) of the members to the board of directors (or the closest equivalent governing body) of such person; and the correlative terms “Controlled” and “by and under common Control with” shall be similarly construed;

“Current Excluded Businesses” has the meaning given to it in Clause ‎16.3;

“Data Protection Legislation” means (i) Federal Law “On Protection of Personal Data” No. 152-FZ dated 27 July 2006 (as amended), (ii) the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 On The Protection of Natural Persons with Regard to the Processing of Personal Data and On the Free Movement of Such Data and any legislation in force from time to time which implements this regulation, and (iii) all other similar privacy laws, for each of (i) – (iii), only to the extent any such privacy law is applicable to the Group Company or the relevant Former Group Company in question;

“Deanfirn” means Deanfirn Limited, a limited liability company incorporated and existing under the laws of the Republic of Cyprus under registered number HE 339370, having its registered office at Afentrikas 3, Office 302, 6018, Larnaca, Cyprus, further particulars of which are set out in Part B of Error! Reference source not found. (Information about the Seller and the Group);

[***]

“Deed of Issuance” means, in respect of each issuance of the relevant Consideration Shares, a notarial deed of issuance in respect of the issuance of such Consideration Shares to the Seller substantially in the form attached in Error! Reference source not found. (Form of a Deed of Issuance);

“Deed of Undertaking” means a deed setting out undertakings of certain shareholders of the Seller and ultimate beneficial owners of certain shareholders of the Seller (collectively, the “Fasten Parties”) to be entered into on Completion among the Fasten Parties and the Buyer substantially in the form attached in Error! Reference source not found. (Form of Deed of Undertaking);

“Deferred Cash” means the cash sum of [***];

“Description” means a written confirmation by the Buyer’s board of (executive) directors (bestuur) which provides a description of the Contribution in Kind as of the date not earlier than six (6) months prior to the date of a Deed of Issuance and which sets out a value attributed to the Contribution in Kind and refers to the method(s) used for such valuation, in each case solely for the purpose of complying (and in accordance) with Section 204b, Book 2 of the Dutch Civil Code;

“Determined” means a final determination of a claim by the arbitrators appointed under Clause ‎21 or otherwise by written agreement of the Buyer and the Seller settling the claim;

“Director” means, in respect of any Group Company, a member of the board of directors, or member of the management board or supervisory board, a general director or a chief executive officer of such Group Company;

“Disclosed” means:

(a)

in respect of the Seller Warranties given as of the date of this Agreement, fairly disclosed in or under the Initial Disclosure Letter; and

(b)

in respect of the Seller Warranties given as at Completion, fairly disclosed in or under the Initial Disclosure Letter and the Supplementary Disclosure Letter, if any, provided that, in the case of any matter disclosed in or under the Supplementary Disclosure Letter, such matter is a Permitted Supplementary Disclosure,

in each case, with sufficient detail to enable a reasonable investor to assess the nature and the scope of the matter disclosed, and “Disclosure” and “Disclosing” has the corresponding meaning;

“Disclosure Bundle” means, in respect of each of the Initial Disclosure Letter and the Supplementary Disclosure Letter, the bundle of documents that have been provided by the Seller or its Representatives to the Buyer and/or its Representatives, in the case of the Initial Disclosure Letter, prior to the signing of this Agreement or, in the case of the Supplementary Disclosure Letter, no later than [***] prior to Completion, electronically stored in permanent form on a memory card or other electronic flash memory data storage device used for storing digital information and attached as an annex to the Initial Disclosure Letter or the Supplementary Disclosure Letter, as the case may be. The Parties understand and agree that the first draft of the Disclosure Bundle comprising the Supplementary Disclosure Letter, if any, shall be delivered to the Buyer not later than ten (10) Business Days prior to the Completion Date;

“Disclosure Letters” means the Initial Disclosure Letter and the Supplementary Disclosure Letter;

“Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement and/or any other Transaction Document (other than the SHA Supplemental Deed), including a dispute, controversy, claim or difference regarding the existence, formation, validity, interpretation, performance or termination of this Agreement and/or any other Transaction Document or the consequences of its or their nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement and/or any other Transaction Document;

“Dispute Auditor” has the meaning given to it in Clause ‎5.11.3;

“Disputed Amount” has the meaning given to it in Clause ‎7.3.4;

“Draft Completion Statement” means the draft of the completion statement in the agreed form attached as Error! Reference source not found. (Form of the Draft Completion Statement), drawn up by the Seller in accordance with the principles set out in Error! Reference source not found. (Completion Statement Principles) and Part B of Error! Reference source not found. (Form of the Draft Completion Statement) and setting out the Seller’s calculation of [***], each as at Completion;

[***]

“Eligible Bonus Recipient” has the meaning given to it in paragraph 3.1 of Part A of Error! Reference source not found. (Employee Matters);

“Employee” means an employee, contract worker, part-time employee, temporary employee or home worker of any Group Company or a Former Group Company, as the case may be;

“Employee Integration Bonus” means [***];

“Encumbrance” means any right, interest or equity of any other person (including any right to acquire, option, preference, right of pre-emption or right of first refusal) or any mortgage, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention, power of sale or any other encumbrance, security agreement or arrangement or other Third Party right, or any agreement, arrangement or obligation to create, or any claim by any person to have, any of the same;

“Excess” has the meaning given to it in Clause ‎7.3.4;

“Excluded Franchise Agreements” means the Franchise Agreements listed in items Error! Reference source not found. and Error! Reference source not found. of Error! Reference source not found. (Restructuring);

“Expert” means any Big Four Firm or any reputable investment bank, other than such firm that serves as the auditors of the Buyer at the time of engagement of the Expert for purposes of Clause ‎7.5;

“Expert LLC” means Limited Liability Company “Expert”, a limited liability company incorporated and existing under the laws of the Russian Federation under the state registration number (OGRN) 1090280004088 particulars of which are set out in Part D of Error! Reference source not found. (Information about the Seller and the Group);

“Extended Operating Metrics Measurement Period” has the meaning given to it in Clause ‎5.1.1;

“Extended Operating Metrics Reference Period” means a period [***];

“Family” means any group of individuals who are together related in any of the following ways: spouse (or civil partner or cohabitee), child or grandchild (or any further lineal descendant) (in each case including any adopted children or stepchildren), brother, sister, cousin, parent, grandparent, aunt, uncle or other close family relative of that individual, and “Family Member” shall mean any person who is a member of the relevant Family;

“Family Trust” means, in relation to any person, trusts established by that person (or any Family Member of that person (whether living or dead)) in relation to which only that person and/or his Family Members are capable of being beneficiaries;

“FAS” means the Federal Anti-Monopoly Service of the Russian Federation (in Russian: Федеральная Антимонопольная Служба России) or any successor Russian Governmental Authority;

“FAS Approval Condition” has the meaning given in Clause ‎8.1.1;

“Fasten Phone Numbers” means the Group Telephone Numbers listed in Part B of Error! Reference source not found. (Group Telephone Numbers), [***];

“Fasten Rus” means Limited Liability Company “Fasten Rus”, a limited liability company incorporated and existing under the laws of the Russian Federation under the state registration number (OGRN) 1152310007750, particulars of which are set out in Part C of Error! Reference source not found. (Information about the Seller and the Group);

“Financial Year” means each accounting reference period of the Company or any Group Company, as the case may be, which begins on 1 January and ends on 31 December in each calendar year;

“Former Group Companies” means each of persons listed at part E of Error! Reference source not found. (Information about the Seller and the Group) which, prior to Completion, includes the Group Companies and “Former Group” means all such Former Group Companies taken together;

“Franchise Agreement” means each agreement listed in paragraphs Error! Reference source not found. - Error! Reference source not found. of Part B of Error! Reference source not found. (Restructuring);

“Franchise-Related Agreement” means each agreement listed in paragraphs Error! Reference source not found. - Error! Reference source not found. of Part B of Error! Reference source not found. (Restructuring);

“Fully-diluted and After-issued Basis” means, with respect to the calculation of the share capital of the Buyer, taking into account all authorised and issued shares of whatever class in the capital of the Buyer as of the date of calculation other than [***];

“Fundamental Claim” means any Warranty Claim involving or relating to a breach of any of the Fundamental Warranties;

“Fundamental Warranties” means the Seller Warranties set out in paragraphs 1, 2 and 3 of Part A of Error! Reference source not found. (Seller Warranties);

“GMV” means gross merchandise value;

“GoLama Business” means the business conducted in the Russian Federation of providing B2C services via Golama mobile app and web application which allows customers to shop for groceries from offline food retailers with provision of in-store picking services and courier delivery;

“Governmental Authority” means any government or its administrative territories, any organisation, institution or authority with the executive, judicial, regulating or administrative functions (including any governmental authority, ministry, agency, service, committee, commission, institution or any other organisation and their structural subdivisions) acting on behalf of the government or its administrative territory, any court, arbitration or judge and any self-regulating organisation acting on behalf of the government in compliance with the rights granted thereto under Applicable Laws;

“Group” means the Company and the Subsidiaries and a “Group Company” means any of them;

“Group Telephone Numbers” means the telephone numbers listed in Error! Reference source not found. (Group Telephone Numbers) comprising [***];

“Guarantee” means any guarantee, indemnity, suretyship, letter of comfort or other assurance, security or right of set-off given or undertaken by a person to secure or support the obligations (actual or contingent) of any other person and whether given directly or by way of counter-indemnity to any other person who has provided a Guarantee;

“HR Records” means information and data with respect to the Transferred Employees in the form reasonably acceptable to the Buyer (such form to be provided to the Seller not later than one (1) month after the date of this Agreement) and covering the periods identified by the Buyer (including the personal information and employment track record), necessary for integration of the Transferred Employees’ data in the HR and payroll systems used by the Buyer;

“IFRS” means the body of pronouncements issued by the International Accounting Standards Board (“IASB”) including the International Financial Reporting Standards and interpretations approved by the IASB, International Accounting Standards and Standards Interpretations Committee interpretations approved by the predecessor International Accounting Standards Committee, then in force as at the relevant time;

“Indebtedness” means, in respect of any person, any borrowing or indebtedness in the nature of borrowing (including any indebtedness for monies borrowed or raised under any bank or third party Guarantee, acceptance credit, bond, note, bill of exchange or commercial paper, letter of credit, finance lease, hire purchase agreement, forward sale or purchase agreement or conditional sale agreement or other transaction having the commercial effect of a borrowing and all finance, loan and other obligations of a kind required to be included in the balance sheet of such person pursuant to applicable accounting standards), and any amounts owing or payable under any financing or quasi-financing arrangement which would not need to be shown or reflected in any such balance sheet) excluding any amounts counted as Working Capital as of the relevant date;

“Indemnified Person” means each of the Buyer and each Group Company;

“Indemnity Claim” means a Claim made under Clause ‎11.11;

“Independent Counsel” means Queen’s counsel of at least ten (10) years standing who is experienced in commercial and corporate matters and is neither presently, nor in the past three

(3) years has been, retained to represent any Buyer Group Company or any Seller Group Company, and who does not have a conflict of interest under the applicable standards of professional conduct;

“Infomobil LLC” means Limited Liability Company “Infomobil”, a limited liability company incorporated and existing under the laws of the Russian Federation under the state registration number (OGRN) 1070277007910;

“Information Technology” means computer systems, communication systems, software, hardware and related services;

“Informatsia LLC” means Limited Liability Company “Informatsia”, a limited liability company incorporated and existing under the laws of the Russian Federation under the state registration number (OGRN) 1110280005494;

“Initial Disclosure Letter” means the letter in the agreed terms from the Seller to the Buyer dated the date of this Agreement and signed by the Seller and acknowledged by the Buyer immediately prior to the signing of this Agreement making general and specific Disclosures in relation to the Seller Warranties, together with the Disclosure Bundle which forms part thereof;

“Initial Lock-in Period” has the meaning given to it in Clause ‎4.4.1;

“Integration” has the meaning given to it in paragraph 2.1 of Error! Reference source not found. (Post-Completion Integration);

“Integration Bonus” means [***];

“Integration Completion Cash” means the sum of: (a) the Integration Consideration Cash and (b) the Deferred Cash;

“Integration Completion Date” has the meaning given to it in Error! Reference source not found. (Post-Completion Integration);

“Integration Consideration” has the meaning given to it in Clause ‎3.2.2;

“Integration Consideration Cash” means [***];

“Integration Consideration Shares” means [***];

“Integration Period” means the period beginning on the Completion Date and ending on the Integration Completion Date;

“Integration Records” has the meaning given to it in Clause ‎17.3.1(a);

“Integration Settlement Date” has the meaning given to it in Error! Reference source not found. (Post-Completion Integration);

“Intellectual Property Rights” means all rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: patent and industrial property rights including invention patents, utility model patents and design patents; trade secret rights, rights in know-how and confidential information; rights associated with works of authorship, including exclusive exploitation rights, copyrights, neighbouring rights and moral rights, rights in designs, rights in computer software and database rights; trademark, whether registered or unregistered, and any similar rights, including domain names; other intellectual property rights in each case whether registered or unregistered; and rights in or relating to registrations,

renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to above;

“IP Claim” means a Claim involving or relating to a breach of any IP Warranty or under the IP Indemnity;

“IP Holder” has the meaning given to it in Part A of Error! Reference source not found. (Restructuring);

“IP Holders Merger” has the meaning given to it in paragraph 4 of Part A of Error! Reference source not found. (Restructuring);

[***];

“IP Indemnity” has the meaning given to it in Clause ‎11.11.3;

“IP Warranties” means the Seller Warranties contained in paragraph 17 of Part A of Error! Reference source not found. (Seller Warranties);

“IT Licences Indemnity” has the meaning given to it in Clause ‎11.11.4;

“Key Former Group Company” means [***];

“Key Integration Employees” means each of the Employees listed at part C of Error! Reference source not found. (Employee Matters);

[***]

“KPIs” means [***];

“Kronos” means Limited Liability Company “Kronos” a limited liability company incorporated and existing under the laws of the Russian Federation under the state registration number (OGRN) 1162375033919, particulars of which are set out in Part D of Error! Reference source not found. (Information about the Seller and the Group);

“Labour Indemnity” has the meaning given to it in Clause ‎11.11.8;

“LCIA” has the meaning given to it in Clause ‎21.2;

[***]

[***];

“Linkomobil LLC” means Limited Liability Company “Linkomobil”, a limited liability company incorporated and existing under the laws of the Russian Federation under the state registration number (OGRN) 1144825001639;

“Local Services Agreements” means, collectively, call centre information and software services agreements to be entered into prior to or at Completion between Teleon, on one hand, and each of the Key Former Group Companies, on the other hand, pursuant to which Teleon will provide information services and other services related to access to certain Intellectual Property Rights owned by the Group Companies, the principal agreed terms of which are set out in Error! Reference source not found. (Principal Terms of the Local Services Agreements);

“Lock-in Periods” has the meaning given to it in Clause ‎4.4.3;

“Longstop Date” means [***];

“Look Through Transfer” has the meaning given to it in Clause ‎17.5.2;

“Loss” means any action, cost, claim, demand, proceedings, expense, charge, loss (including any direct loss of profit, all interest and penalties), damages, or any other liability or protective award (including damages, reasonable and documented legal and other professional advisers’, experts’ and consultants’ fees and costs, penalties, expenses and other losses, on an indemnity basis) and any Tax in respect of any of the foregoing, as well as cancellation or non-availability (full or partial) of Tax losses available to carry-forward and/or Tax receivables, but excluding indirect loss of profit and compensation in respect of management time;

“Lost Purchased Relief” means:

(a)

the setting off against any profits or any Taxation of, or the reduction of any profits or any Taxation by, all or part of any Relief to the extent that it has been shown as an asset or taken into account in reducing a provision for deferred tax in the Accounts or of any Relief to the extent that it arose in the Ordinary Course of Business between the Accounts Date and the Completion Date, in each case where a valid Claim could have been made against the Seller under this Agreement in respect of such profits or Taxation in which case the amount of the Lost Purchased Relief shall be deemed to be the amount of Tax that would have been payable in the absence of such set off or reduction; or

(b)

the cancellation, loss or non-availability of all or part of a Relief to the extent that it has been shown as an asset or reduced a liability in the Accounts or any Relief to the extent that it arose in the Ordinary Course of Business between the Accounts Date and the Completion Date, and the amount of the Lost Purchased Relief shall be deemed to be the amount of Tax payable as a result of that Relief being so cancelled, lost, or which is unavailable, or the amount of that Relief (when it is a right to a repayment of Tax) that could otherwise have been obtained;

“MAC Notice” has the meaning given to it in Clause ‎5.3;

“Management Accounts” means, if any, the unaudited consolidated balance sheet of the Group and the unaudited consolidated profit and loss account of the Group for the period [***], including any notes thereon, a complete and accurate copy of which shall be delivered to the Buyer on or before the Completion Date;

“Management Accounts Date” means the date to which the Management Accounts have been prepared;

“Material Adverse Change” means [***];

“Material Contract” has the meaning given in paragraph Error! Reference source not found. of Part A of Error! Reference source not found. (Seller Warranties);

“Material Counterparty” has the meaning given to it in paragraph 12.1 of Error! Reference source not found. (Seller Warranties);

“Metrics Adjustment” has the meaning given in Clause ‎5.5.1;

“Metrics Disagreement Notice” has the meaning given in Clause ‎5.1.2(c);

“MGL” means [***];

“MGL CLA” [***];

“MGL Release Event” [***];

“MGL Withheld Consideration” [***];

“Minimum Claim Amount” has the meaning given to it in Clause ‎13.2.1;

“Mirkontakt LLC” means Limited Liability Company “Mirkontakt”, a limited liability company incorporated and existing under the laws of the Russian Federation under the state registration number (OGRN) 1190280023735;

“Monthly Salary” means, in respect of an Employee, an average amount of their monthly salary (including both their monthly base salary and a monthly bonus target amount, but excluding any annual, semi-annual and quarterly bonuses) paid to such Employee over the six-month period preceding the relevant date;

“Mutual Conditions” has the meaning given to it in Clause ‎8.6;

“Named Competitor” [***];

“Necessary Action” means, with respect to any result required to be caused, all actions permitted by the Applicable Law and where relevant Organisational Documents of the relevant company and reasonably necessary to cause such result, including (a) voting or providing a written consent with respect to voting securities of the relevant person to cause the adoption of shareholders resolutions and amendments to the charter or other Organisational Documents, (b) causing members of the board of directors or other appropriate governing body of the relevant person (to the extent such members were nominated or designated by the person obligated to undertake the Necessary Action) to pass necessary resolutions and take relevant actions, (c) executing and delivering agreements and instruments, and (d) making, or causing to be made, all governmental, regulatory and administrative filings, and undertaking all other procedures or formalities;

“Net Adjustment” has the meaning given to it in Clause ‎5.10;

“Notary” means any civil law notary of Van Doorne N.V. or such civil law notary’s deputy or successor;

“Notice” has the meaning given to it in Clause ‎22.10.1;

“Notified Address” has the meaning given to it in Clause ‎22.10.4;

“Notified Claim” means any Claim notified by the Buyer in accordance with Clause ‎13.1;

“Objection Notice” has the meaning given in Clause ‎5.3;

“Operating Metrics DD” has the meaning given in Clause ‎5.1.2(b);

“Operating Metrics Measurement Period” has the meaning given to it in Clause ‎5.1.1;

“Operating Metrics Reduction” has the meaning given to it in Clause Error! Reference source not found.;

“Operating Metrics Reference Period” means [***];

“Ordinary Course of Business” means the ordinary and usual course of business consistent with past practice (including where applicable with respect to quantity and frequency);

“Organisational Documents” means any articles of incorporation, articles of association, charter, by-laws or other constituent or organisational document of any person required or contemplated by the Applicable Law for the creation or operation of such person;

“Other Phone Number Agreement” has the meaning given to it in paragraph Error! Reference source not found. of Part A of Error! Reference source not found. (Seller Warranties);

“Other Phone Numbers” means the Group Telephone Numbers listed in Part E of Error! Reference source not found. (Group Telephone Numbers), which [***];

“Overprovision” has the meaning given to it in paragraph Error! Reference source not found. of Error! Reference source not found. (Tax Indemnity);

“Owned IPR” means any Intellectual Property Rights owned by any Group Company;

“Owned Registered IPR” means any Owned IPR that is registered or is the subject of applications for registration;

“Parties” means the Seller and the Buyer and the “Party” means either one of them;

“Permitted Method” has the meaning given to it in Clause ‎22.10.2;

“Permitted Supplementary Disclosure” has the meaning given to it in Clause ‎11.10.1;

“Personal Data” has the meaning given to it in paragraph Error! Reference source not found. of Part A of Error! Reference source not found. (Seller Warranties);

“Post-Completion Management Accounts” means the unaudited consolidated balance sheet of the Group and the unaudited consolidated profit and loss account of the Group for [***], including any notes thereon, together with an electronic file in MS Excel containing statement of financial position of each Group Company as of Completion Date;

“Pre-Completion GMV” means, [***];

“Pre-Completion Rides” means, [***];

“Promotional Phone Numbers” means the Group Telephone Numbers listed in Part A of Error! Reference source not found. (Group Telephone Numbers), [***];

“Properties” means the property or the properties details of which are set out in Error! Reference source not found. (The Properties);

“Protected Information” means the Buyer Protected Information and/or the Seller Protected Information, as applicable;

“Purchase Price” has the meaning given to it in Clause ‎3.1;

“Ratio” means [***];

“Real Estate Register” means Russian Unified State Register of Real Estate (in Russian: Единый государственный реестр недвижимости);

“Recovered Amount” has the meaning given to it in Clause ‎13.11.5(a);

“Recovery Amount” has the meaning given to it in Clause ‎13.11;

“Related Party Agreement” means a services agreement entered into between a Call Centre and any one of [***], including those listed in Error! Reference source not found. (Related Party Agreements);

“Released Amount” has the meaning given to it in Clause ‎7.3.3;

“Relevant Change of Law” means any decision of any court or tribunal after Completion that changes the law or practice generally understood to apply to the matter giving rise to the Tax Effect or that reverses an earlier decision of any court or tribunal in that jurisdiction in relation to which no Group Company (or Former Group Company) was a party or any change (including any retrospective change), after Completion, in the law (including subordinate legislation) or in the generally published interpretation or practice of any Tax Authority or in financial reporting or accounting standards or practice coming into force after Completion;

“Relevant Period” means (i) with respect to the Tax Warranties given at the date of this Agreement, the period starting at the beginning of [***] and ending at the date of this [***]and (ii) with respect to the Tax Warranties given at the Completion Date, the period starting at the [***]and ending at [***];

“Relevant Relief” has the meaning given to it in paragraph Error! Reference source not found. of Error! Reference source not found. (Tax Indemnity);

“Relief” includes any right to repayment of Taxation from a Tax Authority and any relief, loss, allowance, set-off or credit in respect of Taxation and any deduction in computing or against profits for Taxation purposes;

“Representative” means with respect to any person, any officer, manager, director, employee, agent, attorney, accountant or advisor of such person;

“Restricted Business” means [***];

[***];

“Restricted Period” has the meaning given to it in Clause ‎16.1.1;

“Restricted Person” means any person who is, either at the time of signing this Agreement or at Completion a [***];

“Restricted Territory” means any geographic area in which the Business (or any part of the Business) is conducted at Completion (or was conducted in the period of twelve (12) months preceding Completion) and any country in which the Buyer conducts its business (or any part of such business) at Completion, as listed in Error! Reference source not found. (Countries List);

“Restructuring” means the reorganisation and restructuring of the Group and the Former Group whereby, in each case as described in a more detailed way in Error! Reference source not found. (Restructuring): [***];

“Restructuring Condition” has the meaning given to it in Clause ‎8.1.3;

“Restructuring Indemnity” has the meaning given to it in Clause ‎11.11.2;

“Retained Records” has the meaning given to it in Clause ‎17.3.2;

“Revised Metrics Calculation” has the meaning given in Clause ‎5.4;

“Rides Decrease” has the meaning [***]

“Rospatent” means the Federal Service for Intellectual Property of the Russian Federation (in Russian: Федеральная служба по интеллектуальной собственности (Роспатент)) or any successor Russian Governmental Authority;

“RUB” or “Roubles” means lawful currency of the Russian Federation;

“Rules” has the meaning given to it in Clause ‎21.2;

“Rutaxi Platform” means IT platform “Rutaxi”, an integrated information system providing taxi ride-hailing, ride-sharing and related services for the arrangement of passenger transportation, a more detailed description of which is set out in Error! Reference source not found. (Information Technology);

“Sale Shares” has the meaning given to it in paragraph ‎(C) of the Recitals;

“Sanctions” means any trade or economic sanction, trade or economic restriction, prohibition, embargo, ban, inclusion in any government negative list, imposed by Applicable Law or regulation, or resolution of the United Nations, the Russian Federation, the European Union or any member state thereof, the United States of America, or any other relevant jurisdiction in all cases to the extent they apply to the person in question;

“Second Lock-in Period” has the meaning given to it in Clause ‎4.4.2;

“Seller Account” means the following bank account:

Name:	[***]
Bank:	[***]
Bank Address:	[***]
US$ Account Number:	[***]
SWIFT:	[***]
Correspondent Bank for BCB:	[***]

“Seller Claim” means any claim by the Seller against the Buyer under or in connection with this Agreement, including under or in respect of any of the Buyer Warranties, other than any Seller Consideration Claim;

“Seller Condition” has the meaning given to it in Clause ‎8.6;

“Seller Consideration Claim” means any claim by the Seller against the Buyer in relation to payment of all or a portion of the Purchase Price;

“Seller Documents” means the deeds, agreements and other documents referred to in this Agreement which have been, or which are to be, executed by or on behalf of the Seller or to which the Seller is otherwise a party;

“Seller Liability Cap” means the aggregate of (i) [***] and (ii) [***], provided that [***];

“Seller Protected Information” has the meaning given to it in Clause ‎19.2.1;

“Seller Recovered Amount” has the meaning given to it in Clause ‎15.10.5(a);

“Seller Recovery Amount” has the meaning given to it in Clause ‎15.10;

“Seller Related Entity” means:

(a)

any member of the Seller’s Group,

(b)

any Seller Related Person, and

(c)

any company which would be a subsidiary of any Seller Related Person (or any group of Seller Related Persons collectively) if such Seller Related Person (or such group of Seller Related Persons collectively) were a company,

for the avoidance of doubt, including the Group Companies prior to Completion and excluding the Group Companies after Completion;

“Seller Related Person” means, where either individually or collectively:

(a)

any individual, or

(b)

any group of individuals who are together members of the same Family,

(c)

any Family Trust of which any such individual is an actual or potential beneficiary,

would, if the relevant individual, group of individuals and/or Family Trust were (individually or collectively) a company, be a holding company of the Seller:

(i)

that individual (or, in the case of a number of individuals who are together members of the same Family, each such individual),

(ii)

any Family Member of any such individual or individuals, and

(iii)

any Family Trust of which any such individual or individuals is or are an actual or potential beneficiary;

“Seller Warranties” means the warranties given by the Seller to the Buyer as set out in Error! Reference source not found. (Seller Warranties);

“Seller’s Deal Team” means any of the Representatives of the Seller who have participated in negotiations over this Agreement;

“Seller’s Group” means:

(a)

the Seller, and

(b)

each person which is for the time being (whether on or after the date of this Agreement):

(i)

a shareholder of the Seller, or

(ii)

a subsidiary of the Seller or any such shareholder (including any Former Group Company but excluding, from and after Completion, any Group Company),

and a “Seller Group Company” shall be construed accordingly;

“Seller’s Stakeholder” has the meaning given to it in Clause ‎17.5.1;

“Server” means each of the computer servers owned by a Former Group Company prior to Completion and used for the purposes of the Business, as listed in the Section entitled “Servers” of Error! Reference source not found. (Information Technology) and as identified as the result of the inventory conducted pursuant to paragraph 6 of Error! Reference source not found. (DD Follow-up Actions);

“SHA” means the Shareholders’ Agreement in relation to the Buyer dated 7 February 2018 among Yandex N.V., Uber International C.V., Stichting MLU Equity Incentive and the Buyer;

“SHA Supplemental Deed” means a deed supplemental to the SHA in relation to the Buyer to be entered into in the agreed form on Completion among Yandex N.V., Uber International C.V., Stichting MLU Equity Incentive and the Buyer;

“Short Indices” means the short indices listed in Part D of Error! Reference source not found. (Group Telephone Numbers), [***];

[***];

“Staff Schedule” has the meaning given to it in paragraph 2.2 of Part A of Error! Reference source not found. (Employee Matters);

“Stolitsa DS” means Limited Liability Company “Stolitsa DS”, a limited liability company incorporated and existing under the laws of the Russian Federation under the state registration number (OGRN) 1167746725013 particulars of which are set out in Part C of Error! Reference source not found. (Information about the Seller and the Group);

“Subsidiaries” means the companies and undertakings specified in Part D of Error! Reference source not found. (Information about the Seller and the Group) other than the Company and a “Subsidiary” means any of them;

“Subsidiary Equity Interests” means all shares or participatory interests in a Subsidiary, or all of such shares and participatory interests in the Subsidiaries collectively, as the context requires;

“Supervisory Board” means the supervisory board of the Buyer as constituted from time to time;

“Supplementary Disclosure Letter” has the meaning given to it in Clause ‎11.10.1;

“Surviving Agreements” has the meaning given to it in Clause ‎17.2.1(c);

“Surviving Provisions” has the meaning given to it in Clause ‎22.12.2;

“Target Working Capital” means [***];

“Tax”, and “Taxation” means all forms of taxation including withholdings, duties, imposts, levies, value added tax, social security contributions imposed, assessed or enforced by any

Governmental Authority (whether in the Russian Federation, Republic of Cyprus, or any other jurisdiction in which any Group Company or, where relevant, any Former Group Company does business), in all cases being in the nature of Taxation, and any interest, penalty, surcharge or fine in connection therewith, in each case whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments to a Governmental Authority on account of Tax, whenever and wherever imposed and whether chargeable directly or primarily against or attributable directly or primarily to a Group Company or any Former Group Company or any other person;

“Tax Audit” means an examination and verification of a person’s financial, Tax and accounting records and supporting documents by a competent Russian or Cypriot Tax Authority for the purpose of verifying such person’s tax calculations and payments as well as overall compliance with the applicable Tax law conducted in-chambers or at such person’s place of business;

“Tax Authority” means any Governmental Authority competent to impose any Tax, or responsible for the administration and/or collection of Tax or enforcement of any law in relation to Tax, in any jurisdiction.

“Tax Claim” means a Claim involving or relating to a breach of any Tax Warranty or under the Tax Indemnity;

“Tax Effect” means:

(a)

actual Taxation payable or suffered by the relevant Group Company; and

(b)

a Lost Purchased Relief;

“Tax Indemnity” means the indemnities relating to Tax set out in Error! Reference source not found. (Tax Indemnity);

“Tax Warranties” means the Seller Warranties contained in Part B of Error! Reference source not found. (Seller Warranties);

“Technical Experts” mean [***];

[***]

“Telephone Number Agreement” has the meaning given to it in Clause ‎11.11.4;

“Third Lock-in Period” has the meaning given to it in Clause ‎4.4.3;

“Third Party” means any person other than a Party to this Agreement;

“Third Party Claim” has the meaning given to it in Clause ‎14.2.1;

“Third Party Tax Claim” has the meaning given to it in Clause ‎14.2.1;

“Title Claim” means a Claim involving or relating to a breach of any Title Warranty or under the Title Indemnity;

“Title Indemnity” has the meaning given to it in Clause ‎11.11.1;

“Title Warranties” means the Seller Warranties contained in paragraph 1 of Part A of Error! Reference source not found. (Seller Warranties);

“Top Manager Bonus” means [***];

“Top Managers” means each of the Employees of the relevant Former Group Companies listed at Part B of Error! Reference source not found. (Employee Matters);

“Transaction” includes any transaction, circumstance, state of affairs, act, event, arrangement, provision or omission of whatever nature, including a receipt or accrual of income or gains, distribution, failure to distribute, acquisition, disposal, transfer, payment, loan or advance, and any reference to an event occurring on or before a particular date shall include events which for Tax purposes are deemed under Applicable Law to have, or are treated or regarded as having, occurred on or before Completion;

“Transaction Documents” means this Agreement, each Deed of Issuance, the SHA Supplemental Deed, the Deed of Undertaking, and each Local Services Agreement;

“Transfer”, in the context of any shares or any interest in such shares, means any of the following: (a) to sell, assign, transfer or otherwise dispose of, or grant any option over, any such shares or any interest in such shares; (b) to create or permit to subsist any Encumbrance over any such shares or any interest in such shares; (c) to enter into any agreement in respect of the votes or any other rights attached to any such shares or any interest in such shares; or (d) to renounce or assign any right to receive any such shares or any interest in such shares;

“Transferred Assets” means the assets of the Former Group Companies listed at Error! Reference source not found. (Transferred Assets) and any other assets owned by the Former Group Companies or any other Third Party and identified by the Seller as necessary for the operations of the Group pursuant to paragraph 6.3 of Error! Reference source not found. (DD Follow-Up Actions);

“Transferred Employee” has the meaning given to it in paragraph 1.1.1 of Error! Reference source not found. (Employee Matters);

“Transferred Phone Numbers” means the Group Telephone Numbers listed in Part C of Error! Reference source not found. (Group Telephone Numbers), [***];

“Used IPR” means any Business IPR other than the Owned IPR;

“US$” or “US Dollars” means lawful currency of the United States;

“U.S. GAAP” means United States generally accepted accounting principles;

“Vezet Dobro Business” means the business conducted in the Russian Federation of providing both B2B and B2C intracity cargo transportation services as well as certain other services, namely: car towing, removal of construction waste, delivery of construction materials and goods, assistance with loading and unloading of cargo trucks;

“Vezet Dobro Marks” has the meaning given to it in Clause ‎16.3.1(b);

“Vezet Platform” means IT platform “Fasten” (“Vezet 2.0”), an integrated information system providing taxi ride-hailing, ride-sharing services and related services for the arrangement of passenger transportation, the detailed description of which will be determined as the result of the independent technical audit conducted pursuant to paragraph 2.2 of Error! Reference source not found. (DD Follow-Up Actions);

“Warranty Claim” means a Claim involving or relating to a breach of any of the Seller Warranties (other than any Tax Warranty);

“Weekly Metrics” has the meaning given in Clause ‎5.1.2(b);

“Withheld Amount” has the meaning given to it in Clause ‎7.3.1;

“Working Capital” [***]; and

[***]

1.2

In this Agreement (including the Schedules), unless otherwise specified:

1.2.1

The Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the schedules.

1.2.2

The contents table, and the headings to Clauses, paragraphs and schedules, are for convenience only and do not affect the interpretation of this Agreement.

1.2.3

References in this Agreement to:

(a)

any Recital, Clause or Schedule are to those contained in this Agreement and references to any paragraph are to those contained in the relevant Recital or Schedule to this Agreement;

(b)

this Agreement or to any other agreement or document (or to any specified provision of this Agreement or any other agreement or document) are references to this Agreement, that agreement or document or that provision as amended, supplemented, novated or otherwise modified from time to time (in each case provided that any such amendment, supplement, novation or other modification is not in breach of this Agreement or the relevant agreement or document);

(c)

a document in the “agreed form” is a reference to a document in a form approved and for the purposes of identification initialled by or on behalf of each Party on or before the execution of this Agreement or set out in a Schedule;

(d)

a “Party” includes a reference to that Party’s successors, permitted assigns and personal representatives;

(e)

one gender includes all genders (including, in each case, neuter), and the singular includes the plural, and vice versa, unless the context otherwise requires;

(f)

a time of day is to Moscow (Russian Federation) time, unless the context otherwise requires;

(g)

writing shall include any modes of reproducing words in a legible and non-transitory form (and for the avoidance of doubt shall include e-mail or other electronic form);

(h)

the words “herein”, “hereby”, “hereof”, “hereinafter”, “hereto”, and other words of similar import shall (unless the context otherwise requires) be deemed to refer to this Agreement as a whole, and not to a specific clause, paragraph or schedule thereof;

(i)

a “person” includes a reference to any individual, firm, company, corporation or other body corporate, government, state or agency of a state

or any joint venture, association, partnership, organisation, foundation, trust, works council or employee representative body (in each case, whether or not having separate legal personality); and

(j)

a “subsidiary undertaking” or “parent undertaking” is to be construed in accordance with section 1162 (and Schedule 7) of CA 2006 and a “subsidiary” or “holding company” is to be construed in accordance with section 1159 (and Schedule 6) of CA 2006.

1.2.4

Any reference to any statute, law, regulation, rule, delegated legislation or order is to any statute, law, regulation, rule, delegated legislation or order as amended, modified or replaced from time to time and to any statute, law, regulation, rule, delegated legislation or order replacing or made under any of them; provided that no such amendment, modification or replacement after the date of this Agreement shall increase the liability of any Party beyond that for which such Party would have been liable but for such amendment, modification or replacement.

1.2.5

A reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

1.2.6

The rule known as the ejusdem generis rule, and similar rules of interpretation, shall not apply and accordingly the words “other” and “otherwise” shall not be given a restrictive meaning (where a wide interpretation is possible); and the words “including” and “in particular” are to be construed as being by way of illustration or emphasis only, and are not to be construed as, nor shall they take effect as, limiting the generality of any foregoing words.

1.2.7

Any obligation on a Party not to do something includes an obligation not to allow that thing to be done (insofar as it reasonably lies within the power of that Party to prevent it).

1.2.8

Any amount to be converted from one currency into another currency for the purposes of this Agreement shall be converted using: (a) with respect to Roubles to be converted from another currency, the official established exchange rate established by the Central Bank of the Russian Federation as of the relevant date, and (b) with respect to any other currencies, the close spot mid-trade composite London rate for a transaction between the two (2) currencies in question as quoted on Bloomberg as of the relevant date.

1.2.9

Any payment to be made under or in connection with this Agreement shall be made in US Dollars by wire transfer of the relevant amount in readily available funds into the relevant account on or before the date the payment is due for value on that date. Full details of such account shall be provided in writing by the recipient to the payer at least three (3) Business Days prior to the day of the payment, unless otherwise provided for herein.

1.2.10

The Parties acknowledge and agree that this Agreement has been jointly drafted by the Parties, and, accordingly, the contra proferentem rule (or any similar rule of interpretation) shall not be applied against any Party.

2. SALE AND PURCHASE OF THE SALE SHARES

2.1

At Completion, the Seller shall transfer to the Buyer, and the Buyer shall acquire from the Seller, the Sale Shares, with full title guarantee and free from all Encumbrances as the Contribution In Kind for the Consideration Shares, and otherwise on the terms set out in this Agreement.

2.2

Title to, beneficial ownership of, and any risk attaching to, the Sale Shares shall pass on Completion to the Buyer together with all rights and benefits attaching or accruing to the Sale Shares on or after Completion (including the right to receive all dividends and other distributions declared, made or paid after Completion).

2.3

Without prejudice to Clause ‎2.1, the Seller covenants with the Buyer that (a) it has now and shall have at Completion the full power and right to sell the Sale Shares; (b) at Completion it will, subject to the terms of this Agreement, at its own cost, give the Buyer clear title free of Encumbrances to the Sale Shares; and (c) at Completion the Sale Shares will be disposed of free from all Encumbrances.

2.4

The Seller shall procure that, prior to Completion, each person having any right of consent, pre-emption or right of first refusal over any of the Sale Shares conferred on it either by the Organisational Documents of the Company or in any other way irrevocably waives any such rights.

2.5

The Buyer shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

3. CONSIDERATION

3.1

The consideration for the Sale Shares shall be equal to (i) [***] (the “Cash Component”); and (ii) the Consideration Shares (together, the “Purchase Price”), as may be reduced pursuant to Clauses ‎5.1 and ‎5.5, and otherwise adjusted pursuant to other provisions of Clause ‎5 and Clause ‎6.

3.2

The Purchase Price shall be satisfied by the Buyer:

3.2.1

on the Completion Date:

(a)

by:

(i)

paying to the Seller the Completion Consideration Cash in cash and otherwise in accordance with Clause ‎1.2.9; and

(ii)

allotting and issuing to the Seller, credited as fully paid, such number of the Consideration Shares as represent in the aggregate the Completion Consideration Shares,

(together, the “Completion Consideration Payment”), as may be adjusted pursuant to Clause ‎5; and

(b)

by allotting and issuing to the Seller, credited as fully paid, such number of the Consideration Shares as represent in the aggregate the Application Integration Shares, as may be adjusted pursuant to Error! Reference source not found. (Post-Completion Integration) (together with the Completion Consideration Payment, the “Completion Consideration”); and

3.2.2

within [***] after the Integration Settlement Date, by:

(a)

paying to the Seller the Deferred Cash in cash and otherwise in accordance with Clause ‎1.2.9;

(b)

paying to the Seller the Integration Consideration Cash in cash and otherwise in accordance with Clause ‎1.2.9; and

(c)

allotting and issuing to the Seller, at the expense of the existing share premium reserve pertaining to the Completion Consideration Shares and the Application Integration Shares and therefore as fully paid, such number of the Consideration Shares as represent in the aggregate the Integration Consideration Shares,

as (b) and (c) each may be adjusted pursuant to Clauses ‎5 and ‎6, and, together with the Application Integration Shares, the “Integration Consideration”.

3.3

Payment of the Completion Consideration Cash, the Deferred Cash, and the Integration Consideration Cash into the Seller Account shall constitute a good discharge by the Buyer in respect of the relevant part of its obligations hereunder, and the Buyer shall have no obligation as to the distribution or onward payment of any such amount out of such account by the Seller.

3.4

Any amount paid (or otherwise satisfied) by the Seller to or in favour of the Buyer by way of:

3.4.1

any downward adjustment to the Completion Consideration or Integration Consideration;

3.4.2

any Warranty Claim, Tax Claim or an Indemnity Claim; or

3.4.3

otherwise pursuant to this Agreement,

shall be and shall be deemed (as far as legally permitted) to be pro tanto a reduction in the Purchase Price. If any payment is made in respect of any Indemnity Claim to any Indemnified Person (other than the Buyer) the Purchase Price shall similarly be deemed to have been reduced by amount of such payment thereunder.

4. CONSIDERATION SHARES

4.1

The Consideration Shares shall be credited as fully paid, issued to the Seller free from all Encumbrances and rank pari passu in all respects with the existing Class A ordinary shares of US$0.10 each in the capital of the Buyer, including the right to receive all dividends declared, made or paid after the Completion Date (save that they shall not rank for any dividend or other distribution of the Buyer declared made, or paid by reference to a record date before the Completion Date).

4.2

For the purposes of this Agreement, the aggregate number of the Consideration Shares, as well as the number comprising each of the Completion Consideration Shares, the Application Integration Shares and the Integration Consideration Shares shall be calculated by the Buyer at Completion, based on the calculation of [***], provided that, with respect to the Integration Consideration Shares, such number shall be adjusted after Completion for any stock split, combination, recapitalization or similar event that occurs after Completion but before the Integration Consideration Shares are allotted and issued to the Seller. Following such calculation, and in any event not later than [***], the Buyer shall notify the Seller in writing of the number of Consideration Shares, as well as the number comprising each of the Completion Consideration Shares, the Application Integration Shares and the Integration Consideration

Shares prior to any adjustments that may be made to such number of Consideration Shares in accordance with this Agreement, and provide supporting documentation in respect of such calculation. The Seller shall be entitled to request the Buyer to provide such additional information and documents as may reasonably be required to confirm the calculation made by the Buyer.

4.3

The Buyer shall not be under any obligation to issue a fraction of a Consideration Share and accordingly the number of the Consideration Shares to be issued to the Seller shall be rounded down to the nearest whole number in order to give effect to this Clause ‎4.3.

4.4

The Seller undertakes to the Buyer that notwithstanding any release of the Seller from its lock-up obligations in respect of the Consideration Shares set out in the SHA Supplemental Deed:

4.4.1

it shall not, until [***] (the “Initial Lock-in Period”), Transfer [***] of the Consideration Shares (or any interest in them) to, or enter into any agreement to do so with, any Third Party;

4.4.2

following the Initial Lock-in Period, it shall not, until [***] (the “Second Lock-in Period”), Transfer [***]of the Consideration Shares (or any interest in them) to, or enter into any agreement to do so with, any Third Party; and

4.4.3

following the Second Lock-in Period, it shall not, until [***] (the “Third Lock-in Period” and, together with the Initial Lock-in Period and the Second Lock-in Period, the “Lock-in Periods”), Transfer [***] of the Consideration Shares (or any interest in them) to, or enter into any agreement to do so with, any Third Party,

in each case, except in accordance with Clause ‎4.5.

4.5

Nothing in Clause ‎4.4 shall prevent the Seller from Transferring all or a portion of the Consideration Shares (or any interest in them) which are subject to the undertaking not to Transfer pursuant to Clause ‎4.4 during the relevant Lock-in Period:

4.5.1

in acceptance of a general offer made by any Third Party for all of the voting shares comprising the share capital of the Buyer (other than any ordinary share capital owned by the offeror or any concert party of the offeror) which is recommended by a majority of the Supervisory Board of the Buyer;

4.5.2

pursuant to an irrevocable commitment to accept any offer made for all of the voting shares comprising the share capital of the Buyer (other than any share capital owned by the offeror or any concert party of the offeror) which is recommended by a majority of the Supervisory Board of the Buyer;

4.5.3

where such disposal is made pursuant to an offer by the Buyer to purchase its own shares which is made on identical terms to all holders of voting shares in the Buyer and otherwise complies with Applicable Law;

4.5.4

pursuant to any scheme of reconstruction in relation to the Buyer in connection with its insolvency;

4.5.5

pursuant to any compromise or arrangement which is agreed by the requisite majority of the members of the Buyer and sanctioned by the court;

4.5.6

in the event of an intervening final and non-appealable court order or otherwise as required by Applicable Law;

4.5.7

to satisfy a Claim under this Agreement in accordance with Clause ‎7.4;

4.5.8

in connection with [***]; or

4.5.9

with the prior written consent of the Buyer.

4.6

For the purposes of Clause ‎4.4, the Consideration Shares shall include:

4.6.1

any shares held by the Seller arising out of the consolidation, conversion or subdivision of any of the Consideration Shares; and

4.6.2

any shares acquired by reference to the Consideration Shares, whether by way of a bonus or rights issue, pre-emption right or otherwise, or in exchange or substitution for any of the Consideration Shares.

4.7

[***].

4.8

[***]:

4.9

[***].

5. COMPLETION CONSIDERATION; ADJUSTMENT

5.1

Purchase Price Reduction

5.1.1

In the event that during the period from [***] to [***] (the “Extended Operating Metrics Measurement Period”) or, [***] (the “Operating Metrics Measurement Period”) the average of: (i) [***] and (ii) [***] (the “[***]”) is [***] as determined pursuant to the procedure set out in Clause ‎5.1.2 based on the calculations provided by the Seller to the Buyer pursuant to Clause ‎5.1.2, where [***];

then [***], the Adjustable Purchase Price payable to the Seller hereunder shall be reduced by [***] (with any such reduction applying proportionately to the Completion Consideration Cash [***]), the Completion Consideration Shares, the Application Integration Shares, the Deferred Cash, the Integration Consideration Cash and the Integration Consideration Shares). The calculation of any such Adjustable Purchase Price reduction (the “Operating Metrics Reduction”) shall be made by the Buyer and furnished to the Seller at least [***] prior to the date on which [***].

5.1.2

For purposes of calculating the Operating Metrics Reduction (if any):

(a)

[***];

(b)

during the Operating Metrics Measurement Period or the Extended Operating Metrics Measurement Period (as applicable), [***], the Seller shall provide to the Clean Team the calculation of (i) [***] and (ii) [***] (“Weekly Metrics”). At any time during the Operating Metrics Measurement Period or the Extended Operating Metrics Measurement Period (as applicable), at the Buyer’s request, the Seller shall grant access to the Group Companies and the Former Group Companies books, records, premises and IT systems to members of the Clean Team for purposes of verification of the data underlying the Weekly Metrics (“Operating Metrics DD”), provided that such Operating Metrics DD shall be conducted by the Clean Team in a manner that does not cause a material

interruption of the business of the relevant Group Companies or the Former Group Companies;

(c)

if the Clean Team disagrees with any Weekly Metrics or any item thereof, it shall give notice of such disagreement to the Seller within [***] of presentation to the Clean Team of the calculation of such Weekly Metrics by the Seller or within [***] of the completion of the Operating Metrics DD, and such notice shall state the reasons for the disagreement in reasonable detail and specify the adjustments which, in the Clean Team’s opinion, should be made to the Weekly Metrics (the “Metrics Disagreement Notice”). In any event, the Metrics Disagreement Notice shall be provided by the Clean Team to the Seller no later than [***];

(d)

if the Clean Team does not provide the Metrics Disagreement Notice by the time specified in Clause ‎5.1.2(c), then the Operating Metrics Reduction (if any) shall be calculated on the basis of the Weekly Metrics provided by the Seller;

(e)

if during the Operating Metrics Measurement Period or the Extended Operating Metrics Measurement Period (as applicable) the Clean Team gives a Metrics Disagreement Notice to the Seller as contemplated by Clause ‎5.1.2(c), the Seller and the Buyer shall attempt in good faith to reach agreement in respect of the relevant Weekly Metrics as soon as reasonably practicable and the Weekly Metrics as revised by such agreement shall be utilised for purposes of calculation of the Operating Metrics Reduction, if any; and

(f)

if the Parties are unable to resolve, or procure the resolution of, such disagreement or difference of opinion in respect of the relevant Weekly Metrics [***], then the Clean Team’s calculation of Weekly Metrics specified in its Metrics Disagreement Notice shall be used for purposes of calculation of the Operating Metrics Reduction (if any).

5.2

On a date when all of the Conditions set out in Clause ‎8.1 (other than those Conditions that, by their nature, are to be satisfied at the Completion Date) shall have been satisfied in full or waived by the relevant Parties, the Buyer shall be entitled to reasonably request the Seller to grant (and the Seller shall grant) access to the Group Companies and the Former Group Companies books, records, premises and IT systems to the Representatives of the Buyer for purposes of continuing the Operating Metrics DD in respect of the Extended Operating Metrics Measurement Period, provided that (i) such Operating Metrics DD shall be conducted by the Buyer and its Representatives during the period of [***] and in a manner that does not cause a material interruption of the business of the relevant Group Companies or the Former Group Companies and (ii) the Seller shall continue to provide the Weekly Metrics as contemplated by Clause ‎5.1.2(b) and the procedure established in Clauses ‎5.1.2(b) to ‎5.1.2(f) shall continue to apply to the Extended Operating Metrics Measurement Period.

5.3

Following Completion, each of the Seller and the Buyer shall be entitled to further examine the data underlying the calculation of the Weekly Metrics provided by the Seller within the entire Extended Operating Metrics Measurement Period and re-calculate [***] based on the same principles as set out in Clause ‎5.1.1 as follows:

5.3.1

the Seller shall procure that upon the Buyer’s reasonable request, the Former Group Companies promptly provide the Buyer and its Representatives access during normal business hours and upon reasonable advance notice to the work papers, books and records and IT systems of the Former Group Companies containing data

relating to the calculation of each of the Weekly Metrics for purposes of such examination;

5.3.2

the Buyer shall procure that upon the Seller’s reasonable request, the Group Companies promptly provide the Seller and its Representatives access during normal business hours and upon reasonable advance notice to the work papers, books and records and IT systems of the Group Companies containing data relating to the calculation of each of the Weekly Metrics for purposes of such examination;

5.3.3

each of the Seller and the Buyer shall have the right to deliver a written notice to the other Party stating its disagreement (as well as the reasons for such disagreement in reasonable detail) and specifying the adjustments which, in the opinion of the Party giving notice, should be made to the calculation of each of the Weekly Metrics provided by the Seller during the entire Extended Operating Metrics Measurement Period and the resulting Operating Metrics Reduction (if any) determined in accordance with Clauses ‎5.1.2(d) to ‎5.1.2(f) and Clause ‎5.2 on the basis of such Weekly Metrics (the “Completion Metrics Calculation”) within [***] (the “Objection Notice”). If, based on such further examination of the data underlying the calculation of the [***], in the opinion of the Buyer, either [***] or [***] is greater than [***] as determined pursuant to Clause ‎5.1.1, then within [***] following Completion the Buyer shall be entitled to give to the Seller an Objection Notice asserting a Material Adverse Change (the “MAC Notice”). If neither Party timely delivers an Objection Notice or the MAC Notice, the Completion Metrics Calculation shall be final and binding on the Parties.

5.4

If either Party timely delivers an Objection Notice (or in the case of the Buyer, the MAC Notice), then the Parties shall attempt in good faith to reach agreement on the disputed portions of the Completion Metrics Calculation. If, using their respective reasonable endeavours, the Buyer and the Seller are able to resolve the disagreements regarding the Completion Metrics Calculation within [***] of the receipt of the Objection Notice or the MAC Notice, as applicable, the Parties shall be deemed to have accepted the Completion Metrics Calculation as revised by such resolution as accurate and final and binding on the Parties (the “Revised Metrics Calculation”). If the Parties are unable to reach agreement within fifteen (15) Business Days, they shall proceed to resolve such Dispute as set out in Clause ‎21.2.

5.5

If the Revised Metrics Calculation is agreed or all claims arising out of disagreement over the Completion Metrics Calculation are Determined:

5.5.1

and pursuant to such agreement or Determination of the Revised Metrics Calculation the [***] is [***] as determined pursuant to Clause ‎5.1.1, then the Adjustable Purchase Price (including for the avoidance of doubt each of the Adjustable Cash Component and the Consideration Shares) shall be increased or reduced so as to ensure that the aggregate Adjustable Purchase Price (as otherwise adjusted pursuant to other provisions of Clause ‎5 and Clause ‎6) received by the Seller at Completion and within [***] is equal to the Adjustable Purchase Price that the Seller would have been entitled to under this Agreement if the Revised Metrics Calculation instead of the Completion Metrics Calculation were used for purposes of determining the Operating Metrics Reduction (if any) (the “Metrics Adjustment”);

5.5.2

and pursuant to such agreement or Determination of the Revised Metrics Calculation:

(a)

either [***] or the [***] is greater than [***] as determined pursuant to Clause ‎5.1.1, then the Adjustable Purchase Price payable to the Seller hereunder shall be [***]; and

(b)

to the extent the [***] is above [***], and after making a reduction to the Adjustable Purchase Price pursuant to Clause ‎5.1.1 and Clause ‎5.5.2‎(a), [***], the Adjustable Purchase Price payable to the Seller hereunder shall be [***]; and

5.5.3

the Adjustable Purchase Price increase calculated pursuant to this Clause ‎5.5 shall apply proportionately to the Deferred Cash, the Integration Consideration Cash, and the Integration Consideration Shares. In the event that, as the result of the calculations pursuant to this Clause ‎5.5, the Adjustable Purchase Price shall be reduced, the Buyer shall be entitled to set off the amount of the Metrics Adjustment proportionately against the Deferred Cash, the Integration Consideration Cash, and the Integration Consideration Shares. If the amount of the Metrics Adjustment exceeds the aggregate amount of the Deferred Cash, the Integration Consideration Cash, and the Completion Value of all Integration Consideration Shares, then the Seller shall pay the amount of such excess to the Buyer in cash and otherwise in accordance with Clause ‎1.2.9 within [***] of such calculation, unless the Seller makes an election to satisfy such Claim by [***].

5.6

Subject to Clause ‎5.12, the Completion Consideration Cash shall be adjusted after Completion in accordance with the remaining provisions of this Clause ‎5 and the process set out in Error! Reference source not found. (Completion Statement Principles).

5.7

The Draft Completion Statement as agreed or determined pursuant to paragraph 3 of Error! Reference source not found. (Completion Statement Principles) shall constitute the Agreed Completion Statement for the purposes of this Agreement and shall be final and binding on the Parties.

5.8

[***] and [***] shall be derived from the Agreed Completion Statement.

5.9

The Completion Consideration Cash shall be adjusted as follows:

5.9.1

in the event that [***], the amount of the excess shall be payable by the Buyer to the Seller in accordance with Clause ‎5.10;

5.9.2

in the event that [***], the amount of the deficit shall be payable by the Seller to the Buyer in accordance with Clause ‎5.10;

5.9.3

in the event that [***], the amount of the excess shall be payable by the Seller to the Buyer in accordance with Clause ‎5.10;

5.9.4

in the event that the [***], the amount of the excess shall be payable by the Buyer to the Seller in accordance with Clause ‎5.10; and

5.9.5

in the event that the [***], the amount of the deficit shall be payable by the Seller to the Buyer in accordance with Clause ‎5.10.

5.10

The Buyer and the Seller agree that the sums that the Buyer or the Seller, as the case may be, is respectively obliged to pay to the Seller or the Buyer pursuant to Clauses ‎5.9.1 to ‎5.9.5 (inclusive) shall be aggregated and set off against each other. The amount that the Buyer or the Seller, as the case may be, is still obliged to pay to the Seller or the Buyer respectively after such set-off shall be referred to in this Agreement as the “Net Adjustment”. Subject to

Clause ‎5.12, the Net Adjustment shall be paid in cash within [***] of agreement or determination of the Agreed Completion Statement and otherwise in accordance with Clause ‎1.2.9.

5.11

A/R Adjustment

5.11.1

On or before the date that is [***] following the Completion Date, the Buyer shall deliver a written statement (the “A/R Statement”) to the Seller setting forth the aggregate amount of the Completion Date A/R actually collected by the Company or any of its Subsidiaries as of the end of business on the date that is [***] following the Completion Date (the “Collected A/R”), including a calculation of the amount, if any, by which the Completion Date A/R exceeds the Collected A/R (such amount, if any, the “A/R Shortfall”). Following the delivery of the A/R Statement, the Buyer shall procure that upon the Seller’s reasonable request, the Group Companies provide the Seller and its Representatives access during normal business hours and upon reasonable advance notice to the work papers and books and records relating to the preparation of the A/R Statement for the purpose of assisting the Seller and its Representatives in their review of the A/R Statement and the calculation of the A/R Shortfall (if any) contained therein. If the Seller does not timely dispute the calculation of the A/R Shortfall contained in the A/R Statement, such amount shall be final and binding.

5.11.2

If the Seller disagrees with the calculation of the A/R Shortfall (if any) contained in the A/R Statement, the Seller shall notify the Buyer of such disagreement in writing within [***] after receipt by the Seller of the A/R Statement, which notice (the “A/R Dispute Notice”) will set forth in reasonable detail the Seller’s alternative calculation of the A/R Shortfall and the provisions of Clause ‎5.11.3 shall apply to resolving such dispute.

5.11.3

In the event any such A/R Dispute Notice is timely provided:

(a)

the Seller and the Buyer shall use commercially reasonable efforts for a period of [***] (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation included in the A/R Statement that were disputed in the A/R Dispute Notice. If, at the end of such period, the Seller and the Buyer remain unable to resolve the dispute in its entirety, then the unresolved items and amounts thereof in dispute shall be submitted to an internationally recognized accounting firm or expert arbitrator that is reasonably acceptable to the Seller and the Buyer, which shall not be the independent accountants of the Seller or the Buyer (the “Dispute Auditor”).

(b)

The Dispute Auditor shall determine, based solely on the provisions of this Clause ‎5.11 and the written submissions by the Seller and the Buyer, and not by independent review, only those items and amounts that remain then in dispute as set forth in the A/R Dispute Notice. The Seller and the Buyer shall, and shall cause their respective Affiliates and Representatives to, cooperate in good faith with the Dispute Auditor, and shall give the Dispute Auditor access to all data and other information it reasonably requests for purposes of such resolution. The Dispute Auditor’s determination shall be made within [***] after the dispute is submitted for its determination and shall be set forth in a written statement delivered to the Seller and the Buyer.

(c)

The Dispute Auditor shall have exclusive jurisdiction over, and resorting to the Dispute Auditor as provided in this Clause ‎5.11.3 shall be the only

recourse and remedy of the Parties against one another with respect to, those items and amounts that remain in dispute under this Clause ‎5.11, and neither the Seller nor the Buyer shall be entitled to seek indemnification or recovery of any attorneys’ fees or other professional fees incurred by such Party or its Affiliates in connection with any dispute governed by this Clause ‎5.11.3.

(d)

The Dispute Auditor shall not be permitted to propose its own calculations to resolve any disputed item, instead, the Dispute Auditor must select between the calculation of such item as proposed by the Buyer and the Seller and shall allocate its fees and expenses between the Seller and the Buyer in the same proportion to which it selects the positions of the respective Parties. Any determinations made by the Dispute Auditor pursuant to this Clause ‎5.11.3 shall be final, non-appealable and binding on the Parties, absent manifest error or fraud.

5.11.4

Within [***] of the final determination of the A/R Shortfall (if any) in accordance with this Clause ‎5.11, the Seller shall pay to the Buyer or one of its designees an amount in cash equal to the A/R Shortfall and otherwise in accordance with Clause ‎1.2.9 in consideration of the Buyer assigning (or procuring the assignment) of any and all rights in relation to the Completion Date A/R constituting the A/R Shortfall to the Seller (or its designee) in exchange for the payment of [***].

5.12

In the event the Seller is under the obligation to pay the Net Adjustment to the Buyer pursuant to Clause ‎5.10 and the Integration Consideration (other than the Application Integration Shares) has not become due and payable by the Buyer to the Seller pursuant to Clause ‎3.2.2:

5.12.1

the Buyer shall be entitled (but not obliged) to withhold and set off against the Integration Consideration Cash the amount of such Net Adjustment;

5.12.2

if the amount of the Integration Consideration Cash is less than the amount of the Net Adjustment payable by the Seller to the Buyer pursuant to Clause ‎5.9, the Buyer will have a right (but not an obligation) to withhold and set off the amount of such deficit by reducing the number of the Integration Consideration Shares which the Seller is entitled to receive in accordance with Error! Reference source not found. (Post-Completion Integration). The value of any Integration Consideration Share which is subject to this Clause ‎5.12.2 shall be the Completion Value; and

5.12.3

if total amount of the reduction required under Clause ‎5.12.2 exceeds the aggregate value of the Integration Consideration Shares, the Buyer will have a right (but not an obligation) to require the Seller to [***]. [***].

6. INTEGRATION CONSIDERATION ADJUSTMENT; INTEGRATION PERIOD

6.1

Integration Consideration; Adjustment

The Buyer shall pay the Integration Consideration to the Seller as set out in Clauses ‎3.2.1(b) at Completion and as set out in Clause ‎3.2.2 within [***] of the Integration Settlement Date, and the Integration Consideration shall be adjusted in accordance with Error! Reference source not found. (Post-Completion Integration).

6.2

Conduct of Business During the Integration Period

6.2.1

The Buyer undertakes to the Seller that for the duration of the Integration Period it shall not take any action (or cause or permit anything to be done) in bad faith with the purpose of distorting the financial performance of the Company or the

Subsidiaries, or otherwise avoiding, reducing or adversely affecting the amount of the Integration Consideration.

6.2.2

The Buyer shall procure that during the Integration Period:

(a)

no Top Manager is removed from the office or stripped of its control over, or functions related to, the Integration other than for cause or with the prior written consent of the Seller; and

(b)

no Top Manager’s employment or service agreement is varied other than in accordance with its terms or with the prior written consent of such Top Manager.

6.2.3

The Buyer covenants with the Seller that during the Integration Period:

(a)

the Buyer shall retain the beneficial ownership of the whole of the issued share capital of the Company and each other Group Company; and

(b)

the Buyer shall not commence a winding up or bankruptcy of any Group Company and shall procure that no Group Company changes its place of business.

7. WITHHOLDING AND SET-OFF; CONSIDERATION SHARES

7.1

Except as otherwise expressly provided in this Agreement, all sums payable under or pursuant to this Agreement shall be paid free of:

7.1.1

any counterclaim or set-off of any kind; and

7.1.2

any other deduction or withholding (other than any deduction or withholding of Tax required by Applicable Law),

provided that at the time when the Integration Consideration Cash would otherwise be payable to the Seller, the Buyer shall be entitled to withhold and set off against the payment of the Integration Consideration Cash:

(a)

the amount payable by the Seller to the Buyer on account of a Claim that has been Determined in favour of the Buyer; and

(b)

the amount of a Notified Claim which is not yet Determined subject to the terms of Clause ‎7.3.

7.2

If any deductions or withholdings are required by Applicable Law to be made from the Purchase Price, the Net Adjustment or any other adjustment to the Purchase Price payable by one Party to the other Party under or pursuant to this Agreement, the payor shall pay to the payee any sum as will, after the deduction or withholding is made, leave the payee with the same amount as it would have been entitled to receive without that deduction or withholding. The Parties hereby acknowledge that no withholding or deduction of VAT is required to be made from the Purchase Price under Applicable Law.

7.3

If prior to making the payment of the Integration Consideration Cash, the Buyer has notified the Seller of a Claim in accordance with Clause ‎13.1 but such Claim has not been Determined prior to the date of such payment (including that the Buyer and the Seller do not agree on either the Claim or the amount thereof):

7.3.1

the Buyer may withhold a reasonable estimate of the amount of the Notified Claim (including any reasonable costs and expenses associated with such Notified Claim) (the “Withheld Amount”) from the Integration Consideration Cash;

7.3.2

if the Buyer and the Seller do not agree on either the validity of the Claim or the amount of the Withheld Amount, any Party, by serving written notice on the other, may refer the Notified Claim to the Independent Counsel (and in the event of a failure by the Parties to agree on the identity of the Independent Counsel within [***] of the notice, appointed by the Chairman of the Bar Council from time to time) to determine whether in that Independent Counsel’s opinion that Claim has a reasonable prospect of success and/or that the Withheld Amount by the Buyer is a reasonable estimate of the amount of the Claim (including reasonable costs and expenses), as appropriate;

7.3.3

if the Independent Counsel determines in his reasonable opinion that the Claim does not have a reasonable prospect of success then the Buyer shall pay the Withheld Amount to the Seller (the “Released Amount”) as part of the Integration Consideration Cash payment;

7.3.4

subject to Clause ‎7.3.8, if the Independent Counsel determines in his reasonable opinion that the Withheld Amount is not a reasonable estimate of the amount of the Claim (including costs and expenses) then the Parties shall jointly instruct the Independent Counsel to determine what he considers to be a reasonable amount. Such reasonable amount as determined by the Independent Counsel shall be deemed the “Disputed Amount” and the Buyer may withhold such Disputed Amount from the Integration Consideration Cash. The Buyer shall pay any excess of the Withheld Amount over the Disputed Amount so determined by the Independent Counsel to the Seller (the “Excess”); provided that if the Independent Counsel provides a range of values, the simple average of all values shall be used for the purposes of the calculation. The Independent Counsel shall be instructed to assess the values in a way that the top end of the range shall not be greater than the mid-point of the range by more [***];

7.3.5

if the Independent Counsel determines that the Withheld Amount is a reasonable estimate of the amount of the Claim and that the Claim has a reasonable prospect of success, then the costs of the Independent Counsel shall be borne by the Seller; if the Independent Counsel determines that the Withheld Amount is not a reasonable estimate of the amount of the Claim and that the Claim does not have a reasonable prospect of success, then the costs of the Independent Counsel shall be borne by the Buyer; in all other cases, the costs of the Independent Counsel shall be borne equally by the Buyer and the Seller;

7.3.6

if, after the date on which the Integration Consideration Cash is to be paid by the Buyer to the Seller hereunder, a Notified Claim by the Buyer with respect to all or a portion of a Disputed Amount, if any, is Determined in favour of the Seller, then, within [***] thereafter, the Buyer shall cause such part of the Disputed Amount (if any) as is being withheld in relation to such Notified Claim to be paid in accordance with Clause ‎1.2.9, to the Seller (which the Seller and the Buyer acknowledge shall be treated as a payment of a portion of the corresponding Integration Consideration Cash);

7.3.7

if, after the date on which the Integration Consideration Cash is to be paid by the Buyer to the Seller hereunder, a Claim by the Buyer with respect to all or a portion of a Disputed Amount, if any, is Determined in favour of the Buyer, then the Buyer shall keep such part of the Disputed Amount. If the amount of such Claim

Determined in favour of the Buyer is greater than the Disputed Amount in respect of such Claim, the Seller shall pay the amount of the difference to the Buyer within [***] and otherwise in accordance with Clause ‎1.2.9; and

7.3.8

for the avoidance of any doubt, nothing in Clauses ‎7.3.1 to ‎7.3.7 (inclusive) shall restrict the Buyer’s or the Seller’s right to (i) resolve any Disputes arising out of Claims through the procedure set out in Clause ‎21 (Governing Law and Dispute Resolution) simultaneously with Independent Counsel’s procedure set out in Clause ‎7.3 or (ii) challenge any determination that the Independent Counsel may make in accordance with Clauses ‎7.3.1 to ‎7.3.7 (inclusive).

7.4

The Seller may, in its sole discretion, by sending a written notice to the Buyer elect to satisfy any Claim (or a portion of any Claim) by forfeiting the relevant number of the Completion Consideration Shares or the Application Integration Shares, as applicable; the relevant number of the Consideration Shares held by the Seller will be cancelled without any entitlement to compensation. In order to comply with clause 12.2 of the Articles of Association of the Buyer, the Seller hereby consents (in advance) to the cancellation of any Consideration Shares in accordance with this Clause ‎7.4. The value of any Consideration Shares which are subject to this Clause ‎7.4 shall be calculated as follows:

7.4.1

[***];

7.4.2

[***].

7.5

Supervisory Board Determination; Engagement of the Expert

7.5.1

Where the Parties fail to agree on the value of the Consideration Shares (on a per-share basis) as set out in Clause ‎7.4 within [***] from the receipt of the notice of the Seller described in Clause ‎7.4, the Supervisory Board of the Buyer shall use all reasonable endeavours to determine value of the Consideration Shares, including by appointing an Expert to determine such value.

7.5.2

In the event the Supervisory Board of the Buyer elects to appoint an Expert, such Expert shall determine the value of the Consideration Shares as at the date when the relevant Claim is Determined, based on the following assumptions and principles:

(a)

valuing the Consideration Shares as on an arm’s length sale between a willing seller and a willing buyer;

(b)

if the Buyer is then carrying on business as a going concern, on the assumption that it will continue to do so;

(c)

assuming that the Consideration Shares are capable of being transferred without restriction; and

(d)

valuing the Consideration Shares as a rateable proportion of the total value of all shares in the share capital of the Buyer without any premium or discount being attributable to the percentage of the share capital of the Buyer which they represent.

7.5.3

In determining the value of the Consideration Shares as of the relevant date the Expert may take into account any other factors which the Expert reasonably believes should be taken into account, including the assets and liabilities, financial performance, current status, business plans and projected future cash flows of the Buyer and the value of the Buyer’s enterprise value as a whole, acting in accordance

with international best practice for such valuations. If any difficulty arises in applying any of these assumptions or principles, then the Expert shall resolve that difficulty in such manner as it thinks fit in its absolute discretion. The Expert shall notify the Parties of its determination as promptly as possible and in any event within [***] from the date of its appointment.

7.5.4

The Expert shall act as an expert and not as an arbitrator and its determination shall be final and binding on the parties (in the absence of fraud or manifest error). The Expert shall have access to the relevant financial and accounting records, business plans or other relevant documents of the Buyer, subject to any applicable confidentiality obligations to third parties; and the Parties shall act reasonably and co-operate to give effect to the provisions of this Clause ‎7.5 and shall not otherwise do anything to hinder or prevent the Expert from reaching his determination.

8. CONDITIONS

8.1

Notwithstanding anything to the contrary in this Agreement, Completion is conditional upon satisfaction or waiver (in accordance with Clause ‎8.6) of each of the following conditions precedent (the “Conditions”) by the Longstop Date:

8.1.1

the Buyer having received the written approval of FAS in connection with the acquisition by the Buyer of the Sale Shares without any conditions or restrictions (or subject to such conditions or restrictions which are reasonably satisfactory to the Buyer) and, if any such conditions or restrictions are imposed, or otherwise affect or relate to the Seller or any Seller Group Company, reasonably satisfactory to the Seller) (the “FAS Approval Condition”);

8.1.2

the Seller and the Buyer shall have entered into all Transaction Documents and such Transaction Documents remain in full force and effect, subject to any amendments thereto both Parties may agree to in writing;

8.1.3

the Restructuring shall have been completed in accordance with Error! Reference source not found. (Restructuring) (the “Restructuring Condition”);

8.1.4

each of the actions set out in Error! Reference source not found. (DD Follow-up Actions) shall have been fully performed by the Seller and/or any Group Company or the relevant Former Group Company, as applicable, to the reasonable satisfaction of the Buyer;

8.1.5

[***];

8.1.6

the Seller having complied in all material respects with its covenants, obligations and undertakings under this Agreement set out in Clause ‎9 (Conduct of Business before Completion; Information Rights);

8.1.7

no Material Adverse Change having occurred;

8.1.8

none of the following shall have occurred prior to or as of the date of Completion: (a) any claim having been made by any third party asserting that such person is entitled to all or any part of or interest in the Sale Shares, and/or the Subsidiary Equity Interests, and/or the Purchase Price; (b) any claim having been made by any person (other than a Seller Related Entity or a Buyer Related Person) asserting that the Transaction Documents or the Transactions contemplated hereby are illegal or invalid or violate the rights of any person; or (c) any injunction, judgment, order, decree or ruling of any Governmental Authority shall having been issued that

prevents or restricts the consummation of any transactions or actions contemplated by the Transaction Documents, or purports to cancel, restrict or modify the rights of the Buyer as a shareholder in the Company, except for, in respect of each of clauses (a) and (b) above, any claims that have been withdrawn, dismissed or determined without success for the claimant prior to the Completion Date;

8.1.9

no material breach of the Seller Warranties by the Seller having occurred, provided that for purposes of this Clause ‎8.1.9 “material breach” means a breach (or series of breaches) of any Seller Warranties for which the aggregate liability of the Seller, if the Buyer were to bring a Claim(s) (assuming for these purposes that the Buyer did not have any right of termination under this Agreement and Completion was effected notwithstanding the breach(es)), could reasonably be expected to exceed [***];

8.1.10

the Seller shall have procured that Deanfirn has terminated without any covenants, payments, warranties, indemnities or any other current or future costs or liabilities for any Former Group Company or any Group Company a [***];

8.1.11

no material breach of the Buyer Warranties and no Buyer Material Adverse Change having occurred;

8.1.12

the Seller shall have delivered to the Buyer the Accounts in accordance with Clause ‎9.7; and

8.1.13

any further Conditions that the Parties may agree in writing.

8.2

The Buyer shall use all reasonable endeavours to procure satisfaction of the FAS Approval Condition and the Conditions set out in Clauses ‎8.1.2, and ‎8.1.11 as soon as reasonably practicable and in any event prior to the Longstop Date. The Seller shall use all reasonable endeavours to procure satisfaction of the Restructuring Condition and the Conditions set out in Clauses ‎8.1.2, ‎8.1.4 to ‎8.1.7 (inclusive), ‎8.1.9, ‎8.1.10 and ‎8.1.12 and, as soon as reasonably practicable and in any event prior to the Longstop Date. Each Party will notify the other Party promptly upon the satisfaction of each of the respective Conditions for which it is responsible under this Clause ‎8.2.

8.3

Each Party shall use all reasonable endeavours for the purpose of assisting the other Party to fulfil its obligations under Clause ‎8.2 and shall provide such information or assistance at the expense of the Party seeking information or assistance as may reasonably be required for that purpose.

8.4

Without limitation to Clause ‎8.2 or Clause ‎8.3, for the purposes of the application for the FAS approval, which is to be submitted by the Buyer after the date of this Agreement, and any questions raised or requests made by the FAS in relation thereto, the Seller shall and shall procure that the Group Companies and, if relevant, the Former Group Companies will:

8.4.1

promptly provide the Buyer with all such information in relation to the Seller and the Group Companies and the Former Group Companies in the possession or control of the Seller and/or the Group Companies and the Former Group Companies as the Buyer reasonably requests from time to time; and

8.4.2

cooperate with the Buyer and the relevant Governmental Authorities in the process of consideration of the materials for the issuance of the FAS approval;

provided that, to the extent any information in relation to the Seller and the Group Companies and the Former Group Companies that is necessary to the Buyer in connection with the

application for the FAS approval is subject to any confidentiality obligations owed to third parties and compliance with Applicable Law relating to competition, the Seller may designate relevant portions as “Outside Counsel Only,” in which case review of those designated portions shall be limited to the review by outside counsel and consultants representing the Buyer, and the Buyer agrees to abide by such arrangement.

8.5

If, at any time, a Party becomes aware of a fact or circumstance that is reasonably likely to prevent any Condition from being satisfied by the Longstop Date, it shall promptly provide written notice of the same to the other Party, including reasonable details and relevant supporting documentation with respect to such matters. Upon written request from a Party, the other Party shall promptly provide an update on any progress concerning the satisfaction of the Conditions for which they are responsible pursuant to Clause ‎8.2.

8.6

The Buyer shall be entitled to waive any or all of the Conditions set forth in Clauses ‎8.1.3 to ‎8.1.7 (inclusive), ‎8.1.9, ‎8.1.10 and ‎8.1.12 (the “Buyer Conditions”) by written notice to the Seller at any time prior to 5.00 p.m. on the Longstop Date. The Seller shall be entitled to waive the Condition set forth in Clause ‎8.1.11 (the “Seller Condition”) by written notice to the Buyer at any time prior to 5.00 p.m. on the Longstop Date. The Parties may waive the Conditions set forth in Clauses ‎8.1.1, ‎8.1.2 and ‎8.1.8 (the “Mutual Conditions”) by written agreement.

8.7

8.7.1

If by 5.00 p.m. on the Longstop Date: (i) any of the Buyer Conditions is not satisfied or waived, then the Buyer may terminate this Agreement by notice in writing to the Seller, (ii) the Seller Condition is not satisfied or waived, then the Seller may terminate this Agreement by notice in writing to the Buyer, or (iii) any of the Mutual Conditions is not satisfied or waived, then a Party may terminate this Agreement by notice in writing to the other Party, provided that in respect of the Conditions set forth in Clauses ‎8.1.1 and ‎8.1.2, such notice may be given only where such other Party has failed to perform its obligations in respect of such Mutual Condition.

8.7.2

The Parties further agree that if, and only if:

(a)

all of the Conditions in Clause ‎8.1 (other than the Restructuring Condition and those Conditions that, by their nature, are to be satisfied at the Completion Date) shall have been satisfied in full or waived by the relevant Parties; and

(b)

in respect of the Restructuring Condition, the only part of the Restructuring that shall not have been completed in accordance with Error! Reference source not found. (Restructuring) is the CC Merger as described in paragraph 3 of Part A of Error! Reference source not found. (Restructuring),

then the Buyer shall waive the Restructuring Condition and subject to those Conditions that, by their nature, are to be satisfied at the Completion Date shall have been satisfied in full or waived by the relevant Parties, the Parties may proceed with Completion.

8.8

If the Agreement is terminated in accordance with Clause ‎8.7.1 (and without limiting any Party’s right to claim damages), all obligations of the Parties under this Agreement shall end (except for the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the Parties which have accrued before termination shall continue to exist.

9. CONDUCT OF BUSINESS BEFORE COMPLETION; INFORMATION RIGHTS

9.1

The Seller shall procure that, during the period from the date of this Agreement until the earlier of Completion and this Agreement being terminated in accordance with Clause ‎8.7.1 or Clause ‎10.5.3, the Business of the Group will be carried on in the Ordinary Course of Business, except:

9.1.1

with the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed and deemed given if no written response of the Buyer to a written request for consent is received by the Seller within [***] of the date of such request;

9.1.2

except as expressly permitted or required by this Agreement or other Transaction Document (including, effecting the Restructuring);

9.1.3

as required under Applicable Law.

9.2

In particular, but without limitation, the Seller undertakes that it will not, and it shall procure that each Group Company will not, during the period from the date of this Agreement until the earlier of Completion and this Agreement being terminated in accordance with Clause ‎8.7.1 or Clause ‎10.5.3, carry out the matters listed in Error! Reference source not found. (Conduct of Business before Completion) without the prior consent in writing of the Buyer, such consent not to be unreasonably withheld or delayed and deemed given if no written response of the Buyer to a written request for consent is received by the Seller within [***] of the date of such request.

9.3

The Seller shall notify the Buyer in writing promptly if it becomes aware of a fact, circumstance, or event which constitutes a breach of Clause ‎9.1 or Clause ‎9.2.

9.4

The Buyer designates [***] as persons with whom the Seller shall communicate for the purposes of Clauses ‎9.1 and ‎9.2. The Seller designates [***] as persons any of whom is entitled to request a consent for the purposes of Clauses ‎9.1 and ‎9.2. Each Party may replace any of its designated persons with another person at any time and from time to time by notice in writing to the other relevant Party. Any communication between such persons shall be valid if such communication is made in writing at the contact details set out above (as may be amended by the relevant Party's notice). For the purposes of Clauses ‎9.1 and ‎9.2, communication via e-mail shall satisfy the requirement for such notice to be in writing.

9.5

At any time after the date of this Agreement and prior to Completion, the Seller shall notify the members of the Clean Team in writing if a Former Group Company intends to:

9.5.1

make any material change to any of its methods, policies, principles or practices of Tax accounting or methods of reporting or claiming income, losses or deductions for Tax purposes;

9.5.2

enter into any material agreement with any Tax Authority, or terminate or rescind any material agreement with a Tax Authority that is in effect on the date of this Agreement;

9.5.3

make or amend any material claim, election or option relating to Taxation; or

9.5.4

amend any Tax return in any material respect,

9.6

Subject to Applicable Law, prior to Completion, the Seller shall and shall procure that each Group Company and each Former Group Company shall, at the request of the Buyer:

9.6.1

give the Buyer and its Representatives (notified in advance to the Seller) access during normal business hours and upon reasonable advance notice to the personnel of each Group Company, and to all the books, records and documents of or relating to of each Group Company (including the right to take copies of such books, records and documents, subject to obligation to return or destroy such copies if Completion does not occur); and

9.6.2

respond to any reasonable request by the Buyer for documents or other information in relation to the Group available to the Seller or any Group Company or a Former Group Company, provided that such request is reasonably necessary to the Buyer to assess compliance by the Seller with Clauses ‎9.1 or Clause ‎9.2.

9.7

The Parties agree that as soon as practicable and in any event within [***] of the Accounts Date, the Seller shall prepare and deliver or provide access to the Auditors all necessary materials and information for preparation of the Accounts, including all accounting records, supporting accounting documents and information. Following the completion of the audit of the Accounts by the Auditors, the Seller shall promptly deliver the so audited Accounts to the Buyer.

10. COMPLETION

10.1

The Completion Date shall occur within [***] after all of the Conditions have been satisfied or waived, unless agreed otherwise in writing between the Parties. Completion shall take place on the Completion Date at 10 am (CET) at Notary’s offices in Amsterdam, the Netherlands and at the offices of the Buyer’s Cypriot Counsel in Nicosia or at such other place(s), date, and time as may be agreed between the Parties in writing.

10.2

At Completion:

10.2.1

the Seller shall do, or procure the carrying out of, each of those things listed as its obligations in Error! Reference source not found. (Completion Arrangements); and

10.2.2

the Buyer shall do, or procure the carrying out of, each of those things listed as its obligations in Error! Reference source not found. (Completion Arrangements).

10.3

Completion shall not be deemed to have occurred for any purpose until all of the actions and steps listed in Part A, Part B, Part C and Part D of Error! Reference source not found. (Completion Arrangements) shall have been completed or waivers of the relevant actions or steps are given by the Party(ies) entitled to the benefit of the performance of such actions or steps.

10.4

Pending Completion, any items delivered or payments made by a Party pursuant to Part A, Part B, Part C or Part D of Error! Reference source not found. (Completion Arrangements) shall be held on trust for the benefit of such Party by the recipient of the item or payment.

10.5

If any Party fails or is unable to comply with any of its obligations under Clause ‎10.2 or Part A, Part B, Part C or Part D of Error! Reference source not found. (Completion Arrangements) on the date on which Completion is specified to take place pursuant to this Agreement, the Buyer (in case of a failure to comply by the Seller) or the Seller (in case of a failure to comply by the Buyer) shall not be obligated to complete this Agreement and may, in each case without prejudice to all other rights and remedies in relation to such failure to comply (and whether or not such failure would constitute a repudiatory breach of this Agreement):

10.5.1

postpone Completion to another time and date; or

10.5.2

proceed to Completion so far as practicable; or

10.5.3

terminate this Agreement by notice in writing to the defaulting Party.

10.6

If Completion is postponed under Clause ‎10.5.1, this Clause ‎10 (Completion) shall apply (and the Seller and the Buyer shall be obliged to perform their respective obligations under this Clause ‎10 (Completion) (but without prejudice to the non-defaulting Party’s rights in relation to the prior breach by the defaulting Party)) as if the time and date notified by the non-defaulting Party under Clause ‎10.5.1 was the time and date scheduled for Completion.

10.7

If the Agreement is terminated in accordance with Clause ‎10.5.3 (and without limiting the non-defaulting Party’s right to claim damages), the provisions of Clause ‎22.12 shall apply.

11. SELLER WARRANTIES AND INDEMNITIES

11.1

Subject to Clauses ‎11.8 and ‎22.7 (Assignment, Etc.), the Seller warrants to the Buyer that each of the Seller Warranties is true and accurate on the date of this Agreement (save for the Seller Warranties set out in paragraphs 1.2, 1.6, 1.12.2, 6 (other than sub-paragraphs 6.3 and 6.5), 7, 8.3, 16.3 and 17.3 which are given only as of the Completion Date) and shall remain true and accurate on the Completion Date as if they had been repeated immediately before Completion by reference to the facts and circumstances then existing at Completion and on the basis that any express or implied reference in the Seller Warranties to the date of this Agreement is substituted by an express or implied reference to the Completion Date.

11.2

Where any statement in any Seller Warranty is qualified as being made “as far as the Seller is aware” or any similar expression, such Seller Warranty shall, unless otherwise stated, be deemed to refer to the knowledge of (i) [***], (ii) each of the general directors of each Key Former Group Company, (iii) [***], (iv) [***], and (v) [***] , each of whom shall be deemed to have knowledge of such matters as they would have discovered, had they made all due and reasonable enquiries.

11.3

Each of the paragraphs in Error! Reference source not found. (Seller Warranties):

11.3.1

shall be construed as a separate and independent warranty; and

11.3.2

unless expressly provided in this Agreement, shall not be limited by reference to any other paragraph in Error! Reference source not found. (Seller Warranties) or by any other provision of this Agreement,

and the Buyer shall have a separate Claim and right of action in respect of every breach of a Seller Warranty.

11.4

The Seller Warranties shall not be extinguished or affected by Completion.

11.5

The Seller hereby: (a) waives any right or claim which it may have against any Company Related Person (except, in the case of a Company Related Person who is a Director, officer or Employee, in the case of fraud) in respect of any misrepresentation or error in, or omission from, any information or opinion supplied or given by such Company Related Person in the course of providing any information or responses to any Buyer Related Person, negotiating this Agreement (or any document referred to in, or ancillary to, this Agreement) or of the preparation of the Initial Disclosure Letter or the Supplementary Disclosure Letter; (b) irrevocably and unconditionally releases any Company Related Person (except, in the case of each such Company Related Person who is a Director, officer or Employee, in the case of fraud) from any liability arising from any such misrepresentation, error or omission; and (c) agrees that any such right or claim shall not constitute a defence to any Claim by the Buyer under or

in relation to this Agreement. Each Company Related Person may enforce the terms of this Clause ‎11.5 in accordance with the Contracts (Rights of Third Parties) Act 1999, provided that, as a condition precedent thereto, any such Company Related Person shall:

11.5.1

obtain the prior written consent of the Buyer; and

11.5.2

not be entitled to assign its rights under this Clause ‎11.5.

11.6

Subject to Clause ‎11.8:

11.6.1

the Seller shall not be liable for any Warranty Claim or a Claim under any Tax Warranty to the extent that the facts, matters or circumstances giving rise to such Warranty Claim or such Claim under any Tax Warranty were within the actual knowledge of any member of the Buyer’s Deal Team as at the date of this Agreement; and

11.6.2

subject to Clause ‎11.6.1, the Buyer shall be entitled to make a Warranty Claim or a Claim under any Tax Warranty whether or not the Buyer and/or any Buyer Related Person (other than the Buyer’s Deal Team in respect of their actual knowledge) had knowledge (whether actual, constructive, implied or imputed) of the matter giving rise to the Claim or right before the date of this Agreement and/or Completion and the Buyer’s right or ability to make any such Claim shall not be affected or limited, and the amount recoverable shall not be reduced, on the grounds that the Buyer and/or any Buyer Related Person (other than the Buyer’s Deal Team in respect of their actual knowledge) may, before the date of this Agreement and/or Completion, have had actual, constructive, implied or imputed knowledge of the matter giving rise to a Warranty Claim or a Claim under any Tax Warranty.

11.7

The Buyer acknowledges and agrees that the Seller gives no warranty, representation or undertaking as to the accuracy or completeness of any information that is in the nature of forecasts, estimates, projections, statements of intent or statements of opinion provided to the Buyer or any of its advisers or agents (howsoever and whensoever provided).

11.8

The Seller shall not be liable in respect of any Warranty Claim or any Claim under a Tax Warranty to the extent that the facts and circumstances giving rise to such Claim are Disclosed in the Initial Disclosure Letter or, subject to Clause ‎11.10.3, the Supplementary Disclosure Letter (if any).

11.9

Notification

11.9.1

If, after the date of this Agreement:

(a)

the Seller becomes aware that any of the Seller Warranties, a Claim in respect of which would likely involve damages to the Buyer and any of the Group Companies exceeding the Minimum Claim Amount in the reasonable opinion of the Seller, was untrue or inaccurate as of the date of this Agreement; or

(b)

any event occurs or matter arises of which the Seller becomes aware which would cause any Seller Warranty, a Claim in respect of which would likely involve damages to the Buyer and any of the Group Companies exceeding the Minimum Claim Amount in the reasonable opinion of the Seller, to become untrue or inaccurate at Completion,

the Seller shall notify the Buyer in writing as soon as practicable and in any event prior to Completion setting out details of the relevant matter.

11.9.2

Any notification pursuant to Clause ‎11.9.1 shall not operate as a Disclosure or prejudice any Warranty Claim or a Claim under any Tax Warranty.

11.10

Supplementary Disclosure

11.10.1

The Seller may deliver to the Buyer, at any time between the date of this Agreement and the day falling not less than three (3) Business Days prior to the Completion Date, one further disclosure letter together with the Disclosure Bundle (the “Supplementary Disclosure Letter”), substantially in the same form as the Initial Disclosure Letter, Disclosing any facts, matters or circumstances that would otherwise render any of the Seller Warranties untrue or inaccurate as at the Completion Date which facts, matters or circumstances have occurred:

(a)

in respect of the Seller Warranties set out in paragraph 16.3 of Error! Reference source not found. (Seller Warranties), both before and after the date of this Agreement; and

(b)

in respect of all other Seller Warranties, only after the date of this Agreement

(the “Permitted Supplementary Disclosure”). The Parties understand and agree that the first draft of the Supplementary Disclosure Letter (if any) shall be delivered to the Buyer not later than ten (10) Business Days prior to the Completion Date.

11.10.2

If any fact, matter or circumstance Disclosed in the Supplementary Disclosure Letter (if any) would, but for such Disclosure, result in a material breach of any of the Seller Warranties other than the Fundamental Warranties given by the Seller as at Completion (with “materiality” of a breach being determined in accordance with Clause ‎8.1.9) or a breach of any Fundamental Warranty, then the Buyer shall have the right to treat the Condition set out in Clause ‎8.1.9 as not being satisfied.

11.10.3

The Buyer’s right to claim for breach of any Seller Warranty shall not be prejudiced by:

(a)

any fact, matter or circumstance contained or referred to in the Supplementary Disclosure Letter to the extent that such fact, matter or circumstance does not constitute a Permitted Supplementary Disclosure; and/or

(b)

any fact, matter or circumstance contained or referred to in any purported disclosure letter submitted after the applicable deadline provided for in Clause ‎11.10.1.

11.11

Indemnities

Notwithstanding any other provision of this Agreement, the Seller shall (so far as possible by way of adjustment to the consideration for the sale of the Sale Shares) on demand indemnify in full and hold harmless the Buyer and each other Indemnified Person against, and covenants to pay to the Buyer and each other Indemnified Person an amount equal to, all Losses suffered or incurred by the Buyer or any other Indemnified Person arising, directly or indirectly, out of or in connection with any of the following matters:

11.11.1

any title defect with respect to any of the Sale Shares or any shares or participation interests in any Subsidiary (including any Encumbrance over the Sale Shares or over any shares or participation interests in any of the Subsidiaries), as the result of or in connection with any event, fact, circumstance, or action taking place prior to the Completion Date, inter alia, as the result of or in connection with:

(a)

any failure to obtain spousal consents in connection with any acquisition of shares (participation interests) in any of the Group Companies;

(b)

any failure to obtain necessary corporate approvals in connection with any acquisition or transfer of shares (participation interests) in any of the Group Companies;

(c)

any failure to comply with the pre-emptive rights in connection with any acquisition or transfer of shares (participation interests) in any of the Group Companies;

(d)

the acquisition of the Sale Shares by the Seller or any acquisitions of shares (participation interests) in Group Companies not having been validly carried out in accordance with Applicable Laws and Organisational Documents of Group Companies;

(e)

any aspect of formation or reorganisation of a Group Company not having been validly carried out in accordance with Applicable Laws; and/or

(f)

any aspect of the issue of Sale Shares or any shares or participation interests issues by any Group Company not having been validly carried out in accordance with the Applicable Laws,

in each case, prior to Completion (“Title Indemnity”);

11.11.2

(i) any failure to carry out the Restructuring in accordance with the agreed plan of the Restructuring set out in Error! Reference source not found. (Restructuring), and/or (ii) any Third Party Claims in connection with the Restructuring, including where they arise out of a failure to comply with Applicable Law (“Restructuring Indemnity”);

11.11.3

any loss of the Intellectual Property Rights in Rutaxi Platform, whether in whole or in part, as the result of or in connection with any event, fact, circumstance, or action taking place prior to the Completion Date, including as the result of the Restructuring (the “IP Indemnity”);

11.11.4

any claim in respect of an unlawful use of any rights in any computer software against any Group Company as the result of or in connection with any event, fact, circumstance, or action taking place prior to the Integration Completion Date (the “IT Licences Indemnity”); provided, however, that if prior to Completion the Seller procures that the Group Companies acquire the Agreed Software Licences pursuant to Clause ‎17.10.1, such IT Licences Indemnity shall only apply to any claim in respect of an unlawful use of any rights in any computer software against any Group Company as the result of or in connection with any event, fact, circumstance, or action taking place prior to the Completion Date,

11.11.5

(i) any telecommunication services agreement between the relevant service provider and the relevant Group Company in respect of any Promotional Phone Number, (ii) any assignment agreement between Teleon, relevant service provider and Fasten

Rus in respect of any Fasten Phone Number, (iii) any assignment agreement between Teleon, relevant service provider and any relevant Former Group Company in respect of any Transferred Phone Number, or (iv) any assignment agreement between Teleon, relevant service provider and any relevant Former Group Company in respect of any Short Indices, as applicable (each, a “Telephone Number Agreement”):

(a)

is avoided, rescinded, repudiated, prematurely terminated (whether as a result of this Agreement, the sale of the Sale Shares, a breach by such Group Company, Fasten Rus, or any other relevant Former Group Company, event of default or other termination right under such Telephone Number Agreement), or

(b)

is declared to be invalid, or

(c)

the service provider imposes any additional obligation on any Group Company, Fasten Rus, or such other Former Group Company,

in case of each of (a), (b) and (c) as a result of or in connection with any event, fact, circumstance or action prior to the Completion Date;

11.11.6

any claim in respect of any material breach, material misappropriation, or material unauthorized disclosure, intrusion, access, use or dissemination of any Personal Data by any person against any Group Company arising as a result of or in connection with any event, fact, circumstance or action prior to the Completion Date;

11.11.7

any claims, actions or proceedings by or on behalf of any Third Party having business dealings with Mr. Evgeny Lvov or any entities directly or indirectly owned or Controlled by Mr. Lvov in relation to business similar to the Business, to the extent such claims, actions or proceeding are against the Sale Shares, any Subsidiary Equity Interests, or any of the Consideration Shares and arise as a result of or in connection with any event, fact, circumstance or action relating to such business dealings prior to the Completion Date; or

11.11.8

(i) any fines imposed by a Governmental Authority prior to Completion and outstanding as of Completion and any fines imposed by a Governmental Authority as the result of an audit initiated by such Governmental Authority within twenty-four (24) months of the Completion Date, in each case in connection with any Group Company’s non-compliance with the requirements of Applicable Law relating to the employment of any Employees of such Group Company, provided that with respect to audits initiated after the 12-month anniversary of the Completion Date, the indemnity in this clause (i) shall apply only to any fines imposed as the result of or in connection with any event, fact, circumstance, or action taking place prior to the Completion Date; and (ii) any costs incurred by the Buyer or the Group Companies in taking remedial actions mandated by a formal act, notice, or requirement issued by a Governmental Authority in relation to compliance with the requirements of Applicable Law relating to the employment of any Employees of the Group Companies, where such act, notice or requirement is issued as the result of an audit by such Governmental Authority initiated within twenty-four (24) months of the Completion Date, provided that with respect to audits initiated after the 12-month anniversary of the Completion Date, the indemnity in this clause (ii) shall apply only to remedial actions in relation to non-compliance with the requirements of Applicable Law relating to the employment of any Employees of the Group Companies prior to the Completion Date (the “Labour Indemnity”).

11.12

All amounts due under Clause ‎11.11 shall be paid by the Seller to an Indemnified Person in full, without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax required by Applicable Law). If any deductions or withholdings are required by Applicable Law to be made from any of the sums payable under Clause ‎11.11, the Seller shall pay to such Indemnified Person any sum as will, after the deduction or withholding is made, leave such Indemnified Person with the same amount as it would have been entitled to receive without that deduction or withholding.

12. BUYER WARRANTIES

12.1

The Buyer warrants to the Seller that each of the Buyer Warranties is true and accurate on the date of this Agreement and shall be true and accurate on the Completion Date as if they had been repeated immediately before Completion by reference to the facts and circumstances then existing at Completion and on the basis that any express or implied reference in the Buyer Warranties to the date of this Agreement is substituted by an express or implied reference to the Completion Date.

12.2

Each of the paragraphs in Error! Reference source not found. (Buyer Warranties):

12.2.1

shall be construed as a separate and independent warranty; and

12.2.2

unless expressly provided in this Agreement, shall not be limited by reference to any other paragraph in Error! Reference source not found. (Buyer Warranties) or by any other provision of this Agreement.

12.3

The Buyer Warranties shall not be extinguished or affected by Completion.

12.4

12.4.1

The Buyer shall not be liable for any Seller Claim under a Buyer’s Warranty to the extent that the facts, matters or circumstances giving rise to the breach of such Seller Claim were within the actual knowledge of the Seller’s Deal Team as at the date of this Agreement; and

12.4.2

Subject to Clause ‎12.4.1, the Seller shall be entitled to make a Seller Claim under a Buyer’s Warranty whether or not the Seller and/or any Seller Related Entity (other than the Seller’s Deal Team in respect of their actual knowledge) had knowledge (whether actual, constructive, implied or imputed) of the matter giving rise to such Seller Claim or right before the date of this Agreement and/or Completion and the Seller’s right or ability to make any such Seller Claim shall not be affected or limited, and the amount recoverable shall not be reduced, on the grounds that the Seller and/or any Seller Related Entity (other than the Seller’s Deal Team in respect of their actual knowledge) may, before the date of this Agreement and/or Completion, have had actual, constructive, implied or imputed knowledge of the matter giving rise to such Seller Claim.

12.5

The Seller acknowledges and agrees that the Buyer gives no warranty, representation or undertaking as to the accuracy or completeness of any information that is in the nature of forecasts, estimates, projections, statements of intent or statements of opinion provided to the Seller or any of its advisers or agents (howsoever and whensoever provided).

12.6

Notification

12.6.1

If, after the date of this Agreement:

(a)

the Buyer becomes aware that any of the Buyer Warranties, a Seller Claim in respect of which would likely involve damages to the Seller exceeding the Minimum Claim Amount in the reasonable opinion of the Buyer, was untrue or inaccurate as of the signing of this Agreement; or

(b)

any event occurs or matter arises of which the Buyer becomes aware which will cause any Buyer Warranty, a Seller Claim in respect of which would likely involve damages to the Seller exceeding the Minimum Claim Amount in the reasonable opinion of the Buyer, to become untrue or inaccurate at Completion,

the Buyer shall notify the Seller in writing as soon as practicable and in any event prior to Completion setting out details of the relevant matter.

13. LIMITATION OF THE SELLER’S LIABILITY

13.1

Time Limitation for Claims

13.1.1

If the Buyer becomes aware of any potential Claim, the Buyer shall as soon as reasonably practicable give a notice of the Claim in writing to the Seller specifying the matters set out in Clause ‎14.1. Subject to Clause ‎13.1.2, failure to give any notice under this Clause will in no way prejudice the Buyer’s ability to bring a Claim except that the Seller shall not be liable for such Claim to the extent that its liability under such Claim has arisen or increased as a result of such failure.

13.1.2

The Seller shall not be liable for any Claim unless a notice of the Claim is given by the Buyer to the Seller specifying the matters set out in Clause ‎14.1:

(a)

in respect of any Claim for breach of any Fundamental Warranty, [***] following the Completion Date;

(b)

in respect of any Tax Claim, the last date of the period which is [***] after the Completion Date provided that if upon expiry of such period a Tax Audit of any Group Company in respect of a period prior to Completion has been notified or is ongoing then such time period shall be extended to amount to [***] after the Completion Date;

(c)

in respect of a Claim under the Title Indemnity, [***] following the Completion Date;

(d)

in respect of any Indemnity Claim (other than a Claim under the Tax Indemnity or Title Indemnity), [***] following the Completion Date;

(e)

in respect of any other Claim, [***] following the Completion Date.

13.1.3

The Seller shall not be liable for any Claim (that has not been previously satisfied or settled between the Seller and the Buyer or withdrawn by the Buyer) unless the Buyer issues and serves legal proceedings on the Seller in respect of such Claim within [***] of the date on which the Buyer notified the Seller of the Claim in accordance with Clause ‎13.1.1. In respect of a Claim referred to in Clause ‎13.10, such legal action need not be brought until [***] after the first of the loss becoming ascertainable or ceasing to be contingent.

13.2

Minimum Claims

13.2.1

The Seller shall not be liable for any individual Warranty Claim or a Claim under a Tax Warranty (or a series of such Claims arising from substantially identical facts or circumstances) where the liability Determined for any such Claim or series of such Claims does not exceed [***] (the “Minimum Claim Amount”).

13.2.2

Subject to the threshold set out in Clause ‎13.3.1, where the liability Determined in respect of any such Warranty Claim or a Claim under a Tax Warranty or series of such Claims exceeds the Minimum Claim Amount, the Seller shall be liable for the amount of such Claim or series of such Claims as Determined and not just the excess.

13.3

Aggregate Minimum Claims

13.3.1

The Seller shall not be liable for any individual Warranty Claim or a Claim under a Tax Warranty unless the aggregate amount of all Claims which satisfy the Minimum Claim Amount and for which the Seller would be liable in the absence of this Clause ‎13.3.1, exceeds [***].

13.3.2

Where the liability Determined in respect of all Claims which satisfy the Minimum Claim Amount exceeds [***], the Seller shall be liable for the aggregate amount of all such Claims as Determined and not just the excess.

13.4

Maximum Liability

13.4.1

The aggregate liability of the Seller for:

(a)

all Claims shall not exceed [***];

(b)

all Tax Claims shall not exceed [***];

(c)

all IP Claims shall not exceed [***];

(d)

all Title Claims shall not exceed [***];

(e)

all Indemnity Claims under the Labour Indemnity shall not exceed [***];

(f)

all Claims, other than: (i) Fundamental Claims, (ii) Tax Claims, (iii) IP Claims, (iv) Title Claims, (v) Indemnity Claims under the Labour Indemnity, and (vi) Claims under Clause ‎5 (Completion Consideration; Adjustment), shall not exceed [***].

13.5

Matters Arising Subsequent to this Agreement

The Seller shall not be liable for any Warranty Claim or a Claim under a Tax Warranty to the extent that such Claim has arisen or is increased as a result of:

13.5.1

any matter or thing done or omitted to be done pursuant to and in compliance with a Transaction Document or otherwise at the request in writing or with the approval in writing of the Buyer;

13.5.2

any act, omission or transaction of the Buyer or other Buyer Immediate Group Company done, committed or effected:

(a)

in the knowledge that such act, omission or transaction might give rise to, or increase the extent of, such Claim or in circumstances where such Claim

was reasonably foreseeable as a result of such act, omission or transaction; or

(b)

otherwise than in order to comply with Applicable Law or pursuant to a legally binding commitment to which any Group Company or a Buyer Group Company is subject on or before Completion;

13.5.3

a breach of any Transaction Document by a Buyer Group Company that is a party to such Transaction Document;

13.5.4

the passing of, or any change in, after the date of this Agreement, any law, rule or regulation of any Governmental Authority not actually (or prospectively) in effect at the date of this Agreement including any law, rule or regulation passed after the date of this Agreement but taking effect retrospectively;

13.5.5

a change after the date of this Agreement in the interpretation or administration of any law, rule or regulation by any Governmental Authority;

13.5.6

any change in accounting policy, principles, methods, bases or practice of any Buyer Group Company or Group Company introduced or having effect after Completion; or

13.5.7

any change in financial reporting standards introduced or having effect after the date of this Agreement.

13.6

No Double Recovery and no Double Counting

No Party may recover for breach of or under this Agreement or otherwise more than once in respect of the same Loss suffered or amount for which the Party is otherwise entitled to claim (or part of such Loss or amount), and no amount (or part of any amount) shall be taken into account, set off or credited more than once for breach of or under this Agreement or otherwise, with the intent that there will be no double counting for breach of or under this Agreement or otherwise.

13.7

Mitigation of Losses

Nothing in this Agreement impairs any Party’s common law duty of mitigation. The Buyer shall use reasonable endeavours to mitigate any Losses, costs or liabilities suffered or incurred by it, any other member of the Buyer’s Group or, following Completion, any Group Company in consequence of any fact, matter, event or circumstances giving rise to a Warranty Claim.

13.8

Fraud

None of the limitations contained in this Clause ‎13 shall apply to the extent a liability arises or is increased as a result of fraud or fraudulent misrepresentation by the Seller, the directors of the Seller or [***].

13.9

Matters Capable of Remedy

To the extent that the subject matter of a Claim is capable of remedy, the Seller will not be liable in respect of that Claim to the extent that it remedies the relevant breach without a loss, cost or liability to the Buyer or any Group Company within [***] following notification of a Claim by the Buyer to the Seller under Clause ‎13.1.1.

13.10

Contingent or Non-quantifiable Claims

The Seller shall not be liable in respect of any Claim to the extent that such Claim is based upon a liability which is contingent only or is otherwise not capable of being quantified unless and until such liability ceases to be contingent and becomes an actual liability or becomes capable of being quantified, as the case may be, and is due and payable; provided that this Clause ‎13.10 shall not operate to avoid a Claim made in respect of a contingent or unquantifiable liability of which notice is given by the Buyer under Clause ‎13.1.1 within the applicable time limits specified in Clause ‎13.1.2 if the notice of such Claim has been given (together with such material details relating to that Claim of which the Buyer shall be aware when giving it) before the expiry of the relevant period (even if such liability does not become an actual or quantifiable liability, as the case may be, until after the expiry of such period).

13.11

Recovery from Third Parties

Where, following the Completion Date, the Buyer or any Group Company is entitled to recover from any Third Party an amount (the “Recovery Amount”) in respect of any matter or event which gives rise to a Warranty Claim or an Indemnity Claim (including under any insurance policy):

13.11.1

the Buyer shall not be restricted from pursuing that Warranty Claim or Indemnity Claim or any other Claim in relation to the same subject matter against the Seller;

13.11.2

the Buyer shall notify the Seller of such entitlement as soon as reasonably practicable, unless the disclosure of such entitlement would cause the Buyer or any Group Company to breach a confidentiality obligation;

13.11.3

if the Third Party in question is an insurance company, the Buyer shall, or shall cause the relevant Group Company to, take all reasonable actions to recover the Recovery Amount from such insurance company under such Group Company’s insurance policy, and keep the Seller reasonably informed of the progress of such recovery, unless the provision of such information would cause the Buyer or any Group Company to breach a confidentiality obligation;

13.11.4

if the Third Party in question is not an insurance company, the Buyer shall assign its claim against such Third Party to the Seller only if all of the following conditions are satisfied:

(a)

the Seller pays and settles in full to the Buyer the amount of such Warranty Claim or such Indemnity Claim before the Buyer so assigns its claim against such Third Party to the Seller;

(b)

the Buyer’s claim against such Third Party is capable of being assigned (including by virtue of a provision allowing such assignment in a contract or arrangement with such Third Party); and

(c)

such assignment does not prejudice legitimate business interests of the Buyer,

provided that if the Buyer refuses to assign the claim against such Third Party to the Seller on the basis set out in Clause ‎13.11.4‎(c), it shall provide the Seller with an explanation of what legitimate interests of the Buyer may be prejudiced by such assignment.

13.11.5

in the event the Buyer does not assign its claim against a Third Party by operation of Clause ‎13.11.3 or Clause ‎13.11.4:

(a)

any sum recovered by the Buyer from the Third Party (the “Recovered Amount”) before Determination of the Warranty Claim or Indemnity Claim (less any costs and expenses incurred by the Buyer or such Group Company in recovering the Recovered Amount and any Taxation attributable to or suffered in respect of the Recovered Amount), will reduce the amount of such Claim by an equivalent amount; and

(b)

if recovery of the Recovered Amount is delayed until after such Claim has been satisfied by the Seller, the Buyer shall repay to the Seller the amount so recovered (less any costs and expenses incurred by the Buyer or such Group Company in recovering the Recovered Amount and any Taxation attributable to or suffered in respect of the Recovered Amount) up to the amount of such Claim satisfied by the Seller.

13.12

Indirect Losses

The Seller shall not be liable under or in connection with this Agreement (including pursuant to or under an Indemnity Claim) in respect of any indirect or consequential losses, any punitive or exemplary damages, in each case whether due to a breach of contract, breach of warranty, gross negligence, negligence or otherwise, whether actual or prospective.

13.13

General

13.13.1

Until Completion has taken place in accordance with the terms and conditions of this Agreement:

(a)

the Buyer may not make any Warranty Claim or Indemnity Claim; and

(b)

the Seller shall not be subject to any liability under any Warranty Claim or Indemnity Claim.

13.13.2

The Buyer confirms that, as of the date of this Agreement, it is not aware of any matter that constitutes a breach of this Agreement or which entitles it to make a Claim.

14. CLAIMS

14.1

Notification of Claims

Notice of any Claim for breach of or under this Agreement shall be given by the Buyer to the Seller as contemplated under Clause ‎13.1.1 and within the time limits specified in Clause ‎13.1.2 and shall specify in reasonable detail the legal and factual basis of the Claim and setting out (to the extent possible) the Buyer’s reasonable estimate of the amount of losses, costs and liabilities which is, or is to be, the subject of the Claim (including any losses which are contingent on the occurrence of any future event).

14.2

Conduct of Third Party Claims

14.2.1

If the CEO of the Buyer or, following [***] after their appointment, the chief legal officer of the Buyer becomes aware of a claim in writing by a Third Party other than a Third Party Tax Claim (the “Third Party Claim”) which might be reasonably expected to result in a Warranty Claim or Indemnity Claim being made, the Buyer shall:

(a)

give the Seller written notice of such Third Party Claim as soon as reasonably practicable (and in any event within [***] of the CEO of the Buyer or the chief legal officer of the Buyer (to the extent it occurs following [***] after their appointment) becoming aware of such written Third Party Claim together with relevant documentation and information actually available to the Buyer in relation thereto as at the date of such notice; provided that any such notice shall not be deemed to constitute a notice under Clause ‎13.1.1 unless the Buyer otherwise specifies;

(b)

consult with the Seller as to the manner in which such Third Party Claim might be avoided, resolved or compromised, giving all reasonable weight and consideration to proposals for the same made by the Seller; and

(c)

subject to consultation and the provision of information to the Seller set out in this Clause ‎14.2 above, retain conduct of such Third Party Claim and act reasonably and in good faith in taking such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest Third Party Claim (including making counterclaims or other claims against third parties).

14.2.2

If the Buyer would be entitled to make a Warranty Claim or Indemnity Claim as a result of, or in connection with, a Third Party Claim, then the Buyer shall not, and shall procure that no other member of the Buyer’s Group shall, admit liability in respect of such Third Party Claim, and shall procure that such Third Party Claim shall not be compromised, disposed of or settled without:

(a)

the Buyer giving written notice to the Seller of the intention to admit, compromise, dispose or settle such Third Party Claim, such notice to contain reasonable details of such Third Party Claim to the extent not already provided to the Seller in accordance with Clause ‎14.2.1(a);

(b)

the Buyer promptly providing such further details of the Third Party Claim as may be reasonably requested by the Seller for the purposes of developing proposals referred to in Clause ‎14.2.2‎(c); and

(c)

the Buyer giving all reasonable weight and consideration to proposals of the Seller with respect to such Third Party Claim which may be provided by the Seller within [***] from receipt of the notice referred to in Clause ‎14.2.2‎(a) or such shorter period as the Buyer may notify to the Seller as is required to comply with a procedural order or the rules of procedure of a court or arbitral tribunal considering such Third Party Claim.

15. LIMITATION OF THE BUYER’S LIABILITY

15.1

Time Limitation for Seller Claims

15.1.1

If the Seller becomes aware of any potential Seller Claim or a Seller Consideration Claim, the Seller shall as soon as reasonably practicable give a notice of the Seller Claim or the Seller Consideration Claim, as the case may be, in writing to the Buyer specifying in reasonable detail the legal and factual basis of the Seller Claim (or the Seller Consideration Claim, as applicable) and setting out (to the extent possible) the Seller’s reasonable estimate of the amount of losses, costs and liabilities which is, or is to be, the subject of the Seller Claim or the Seller Consideration Claim, as applicable (including any losses which are contingent on the occurrence of any future event). Subject to Clause ‎15.1.2, failure to give any notice under this Clause

will in no way prejudice the Seller’s ability to bring such Seller Claim or such Seller Consideration Claim except that the Buyer shall not be liable for such Seller Claim or such Seller Consideration Claim, as the case may be, to the extent that its liability under such Seller Claim or such Seller Consideration Claim, as applicable, has arisen or increased as a result of such failure.

15.1.2

The Buyer shall not be liable for any claim by the Seller unless a notice of such claim is given by the Seller to the Buyer specifying the matters set out in Clause ‎15.1.1:

(a)

in respect of any Seller Claim for breach of any Buyer Warranty set out in paragraphs 1, 2, and 3 of Error! Reference source not found. (Buyer Warranties), [***] following the Completion Date;

(b)

in respect of any other Seller Claim, [***] following the Completion Date; and

(c)

in respect of any Seller Consideration Claim, [***] following the Integration Settlement Date.

15.1.3

The Buyer shall not be liable for any Seller Claim or any Seller Consideration Claim (that has not been previously satisfied or settled between the Buyer and the Seller or withdrawn by the Seller) unless the Seller issues and serves legal proceedings on the Buyer in respect of such Seller Claim or such Seller Consideration Claim, as the case may be, within [***] of the date on which the Seller notified the Buyer of the Seller Claim or the Seller Consideration Claim, as applicable, in accordance with Clause ‎15.1.1. In respect of a Seller Claim or a Seller Consideration Claim referred to in Clause ‎15.9, such legal action need not be brought until [***] after the first of the loss becoming ascertainable or ceasing to be contingent.

15.2

Minimum Seller Claims

15.2.1

The Buyer shall not be liable for any individual Seller Claim under a Buyer Warranty (or a series of such Seller Claims arising from substantially identical facts or circumstances) where the liability Determined for any such Seller Claim or series of such Seller Claims does not exceed [***].

15.2.2

Subject to the threshold set out in Clause ‎15.3.1, where the liability Determined in respect of any such Seller Claim under a Buyer Warranty or series of such Seller Claims exceeds [***], the Buyer shall be liable for the amount of such Seller Claim or series of such Seller Claims as Determined and not just the excess.

15.3

Aggregate Minimum Seller Claims

15.3.1

The Buyer shall not be liable for any individual Seller Claim under a Buyer Warranty unless the aggregate amount of all Seller Claims which satisfy [***] and for which the Buyer would be liable in the absence of this Clause ‎15.3.1, exceeds [***].

15.3.2

Where the liability Determined in respect of all Seller Claims which satisfy [***] exceeds [***], the Buyer shall be liable for the aggregate amount of all such Seller Claims as Determined and not just the excess.

15.4

Maximum Liability

The aggregate liability of the Buyer in respect of:

15.4.1

all Seller Claims shall not exceed the aggregate amount of [***] (the “Buyer Liability Cap”);

15.4.2

all Seller Claims, other than Seller Claims for breach of any Buyer Warranty set out in paragraphs 1, 2, and 3 of Error! Reference source not found. (Buyer Warranties) shall not exceed [***]; and

15.4.3

all Seller Consideration Claims shall not exceed the aggregate amount of [***].

15.5

Matters Arising Subsequent to this Agreement

The Buyer shall not be liable for any Seller Claim to the extent that such Seller Claim has arisen or is increased as a result of:

15.5.1

any matter or thing done or omitted to be done pursuant to and in compliance with a Transaction Document or otherwise at the request in writing or with the approval in writing of the Seller;

15.5.2

any act, omission or transaction of the Seller or other Seller Group Company done, committed or effected:

(a)

in the knowledge that such act, omission or transaction might give rise to, or increase the extent of, such Seller Claim or in circumstances where such Seller Claim was reasonably foreseeable as a result of such act, omission or transaction;

(b)

otherwise than in order to comply with Applicable Law or pursuant to a legally binding commitment to which any Group Company or the Seller Group Company is subject on or before Completion;

(c)

a breach of any Transaction Document by a Seller Group Company that is a party to such Transaction Document;

(d)

(e)

a change after the date of this Agreement in the interpretation or administration of any law, rule or regulation by any Governmental Authority;

(f)

any change in accounting policy, principles, methods, bases or practice of any Seller Group Company introduced or having effect after Completion; or

(g)

any change in generally accepted accounting practices or financial reporting standards introduced or having effect after the date of this Agreement.

15.6

Allowances, Provisions or Reserves

15.6.1

The Buyer shall not be liable for any Seller Claim under a Buyer Warranty to the extent that a specific and proper allowance, provision or reserve has been made in the Buyer’s Accounts for the matter giving rise to such Seller Claim.

15.6.2

The Buyer shall not be liable in respect of any Seller Claim under a Buyer Warranty to the extent that any matter giving rise to the Seller Claim is specifically and properly included as a liability into the Buyer’s Accounts.

15.7

Fraud

None of the limitations contained in this Clause ‎15 shall apply to the extent a liability arises or is increased as a result of fraud or fraudulent misrepresentation by the Buyer.

15.8

Matters Capable of Remedy

To the extent that the subject matter of a Seller Claim or a Seller Consideration Claim is capable of remedy, the Buyer will not be liable in respect of that Seller Claim or that Seller Consideration Claim, as the case may be, to the extent that it remedies the relevant breach without a loss, cost or liability to the Seller within [***] following notification of a Seller Claim or a Seller Consideration Claim, as applicable, by the Seller to the Buyer under Clause ‎15.1.1.

15.9

Contingent or Non-quantifiable Claims

The Buyer shall not be liable in respect of any Seller Claim or a Seller Consideration Claim to the extent that such Seller Claim or such Seller Consideration Claim, as the case may be, is based upon a liability which is contingent only or is otherwise not capable of being quantified unless and until such liability ceases to be contingent and becomes an actual liability or becomes capable of being quantified, as the case may be, and is due and payable; provided that this Clause ‎15.9 shall not operate to avoid a claim made by the Seller in respect of a contingent or unquantifiable liability of which notice is given by the Buyer under Clause ‎15.1.1 within the applicable time limits specified in Clause ‎15.1.2 if the notice of such Seller Claim or such Seller Consideration Claim, as applicable, has been given (together with such material details relating to that Seller Claim or that Seller Consideration Claim, as applicable, of which the Seller shall be aware when giving it) before the expiry of the relevant period (even if such liability does not become an actual or quantifiable liability, as the case may be, until after the expiry of such period).

15.10

Recovery from Third Parties

Where, following the Completion Date, the Seller or any Seller Group Company is entitled to recover from any Third Party an amount (the “Seller Recovery Amount”) in respect of any matter or event which gives rise to a Seller Claim under a Buyer Warranty (including under any insurance policy):

15.10.1

the Seller shall not be restricted from pursuing that Seller Claim or any other Seller Claim in relation to the same subject matter against the Buyer;

15.10.2

the Seller shall notify the Buyer of such entitlement as soon as reasonably practicable, unless the disclosure of such entitlement would cause the Seller or any Seller Group Company to breach a confidentiality obligation;

15.10.3

if the Third Party in question is an insurance company, the Seller shall (or shall cause the relevant Seller Group Company to take all reasonable actions to recover the Seller Recovery Amount from such insurance company under a relevant insurance policy, and keep the Buyer reasonably informed of the progress of such

recovery, unless the provision of such information would cause the Seller or any Seller Group Company to breach a confidentiality obligation;

15.10.4

if the Third Party in question is not an insurance company, the Seller shall assign its claim against such Third Party to the Buyer only if all of the following conditions are satisfied:

(a)

the Buyer pays and settles in full to the Seller the amount of such Seller Claim under a Buyer Warranty before the Seller so assigns its claim against such Third Party to the Buyer;

(b)

the Seller’s claim against such Third Party is capable of being assigned (including by virtue of a provision allowing such assignment in a contract or arrangement with such Third Party); and

(c)

such assignment does not prejudice legitimate business interests of the Seller,

provided that if the Seller refuses to assign the claim against such Third Party to the Buyer on the basis set out in Clause ‎15.10.4‎(c), it shall provide the Seller with an explanation of what legitimate interests of the Buyer may be prejudiced by such assignment.

15.10.5

in the event the Seller does not assign its claim against a Third Party by operation of Clause ‎15.10.3 or Clause ‎15.10.4:

(a)

any sum recovered by the Seller from the Third Party (the “Seller Recovered Amount”) before Determination of the Seller Claim under a Buyer Warranty (less any costs and expenses incurred by the Seller or such Seller Group Company in recovering the Seller Recovered Amount and any Taxation attributable to or suffered in respect of the Seller Recovered Amount), will reduce the amount of such Seller Claim by an equivalent amount; and

(b)

If recovery of the Seller Recovered Amount is delayed until after such Seller Claim has been satisfied by the Buyer, the Seller shall repay to the Buyer the amount so recovered (less any costs and expenses incurred by the Seller or such Seller Group Company in recovering the Seller Recovered Amount and any Taxation attributable to or suffered in respect of the Seller Recovered Amount) up to the amount of such Seller Claim satisfied by the Buyer.

15.11

Indirect Losses

15.11.1

The Buyer shall not be liable under or in connection with this Agreement in respect of any indirect or consequential losses, any punitive or exemplary damages, in each case whether due to a breach of contract, breach of warranty, negligence or otherwise, whether actual or prospective.

15.12

General

15.12.1

Until Completion has taken place in accordance with the terms and conditions of this Agreement:

(a)

the Seller may not make any Seller Claim under a Buyer Warranty; and

(b)

the Buyer shall not be subject to any liability under any Seller Claim under a Buyer Warranty.

15.12.2

The Seller confirms that, as of the date of this Agreement, it is not aware of any matter that constitutes a breach of this Agreement or which entitles it to make a Seller Claim under a Buyer Warranty.

15.13

Conduct of Third Party Claims

15.13.1

If the CEO or chief legal officer of the Seller becomes aware of a written Third Party Claim which might be reasonably expected to result in a Seller Claim under a Buyer Warranty being made, the Seller shall:

(a)

give the Buyer written notice of such Third Party Claim as soon as reasonably practicable (and in any event within [***] of the CEO or chief legal officer of the Seller becoming aware of such written Third Party Claim together with relevant documentation and information actually available to the Seller in relation thereto as at the date of such notice; provided that any such notice shall not be deemed to constitute a notice under Clause ‎15.1.1 unless the Seller otherwise specifies;

(b)

consult with the Buyer as to the manner in which such Third Party Claim might be avoided, resolved or compromised, giving all reasonable weight and consideration to proposals for the same made by the Buyer; and

(c)

subject to consultation and the provision of information to the Buyer set out in this Clause ‎15.13.1 above, retain conduct of such Third Party Claim and act reasonably and in good faith in taking such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest Third Party Claim (including making counterclaims or other claims against third parties).

15.13.2

If the Seller would be entitled to make a Seller Claim under a Buyer Warranty as a result of, or in connection with, a Third Party Claim, then the Seller shall not, and shall procure that no other member of the Seller’s Group shall, admit liability in respect of such Third Party Claim, and shall procure that such Third Party Claim shall not be compromised, disposed of or settled without:

(a)

the Seller giving written notice to the Buyer of the intention to admit, compromise, dispose or settle such Third Party Claim, such notice to contain reasonable details of such Third Party Claim to the extent not already provided to the Seller in accordance with Clause ‎15.13.1(a);

(b)

the Seller promptly providing such further details of the Third Party Claim as may be reasonably requested by the Buyer for the purposes of developing proposals referred to in Clause ‎15.13.1(c); and

(c)

the Seller giving all reasonable weight and consideration to proposals of the Buyer with respect to such Third Party Claim which may be provided by the Buyer within [***] from receipt of the notice referred to in Clause ‎15.13.2‎(a) or such shorter period as the Seller may notify to the Buyer as is required to comply with a procedural order or the rules of procedure of a court or arbitral tribunal considering such Third Party Claim.

16. RESTRICTIVE COVENANTS

16.1

The Seller covenants with the Buyer and each Group Company that it shall not (and shall procure that no Seller Related Entity shall):

16.1.1

at any time during the period of [***] commencing on the Completion Date (the “Restricted Period”), directly or indirectly [***] (except as in accordance with Clause ‎16.3);

16.1.2

at any time during the Restricted Period:

(a)

directly or indirectly [***] (except as in accordance with Clause ‎16.3); or

(b)

consult with, advise or provide any other services for compensation to, [***], except as in accordance with Clause ‎16.3;

16.1.3

at any time during the Restricted Period, have any business dealings with, or solicit, entice or attempt to entice away, [***];

16.1.4

at any time during the Restricted Period:

(a)

[***] ; or

(b)

[***];

provided that the provisions of this Clause ‎16.1.4 shall not prevent any Seller Related Entity from placing a general advertisement for the recruitment of personnel or the engagement of any consultant and engaging any person as an Employee or consultant who responds to it.

16.1.5

at any time after Completion, engage in any trade or business or be associated with any person firm or company engaged in any trade or business, using:

(a)

the name “Vezet”, “Vezem”, “Rutaxi”, “Leader”, “Mini”, “Taxi Saturn”, “Red Taxi”, “Fasten”, “Везёт”, “Везем”, “Рутакси”, “Лидер”, “Мини”, “Такси Сатурн”, “Ред Такси”, “Фастен”, “Грандкортеж” or any name incorporating the words “Vezet”, “Vezem”, “Rutaxi”, “Leader”, “Mini”, “Taxi Saturn”, “Red Taxi”, “Fasten”, “Везёт”, “Везем” “Рутакси”, “Лидер”, “Мини”, “Такси Сатурн”, “Ред Такси”, “Фастен”, “Грандкортеж”;

(b)

any trade or service mark, business or domain name, design or logo which, at Completion, was or had been used by any Group Company in connection with the Business; or

(c)

anything which is, in the reasonable opinion of the Buyer, capable of confusion with the words, mark, name, design or logo referred to in Clauses ‎16.1.5‎(a) or ‎16.1.5‎(b);

16.1.6

at any time after Completion, present itself or permit itself to be presented as:

(a)

connected in any capacity with any Group Company; or

(b)

interested or concerned in any way in the Sale Shares (or any of them); or

16.1.7

at any time after Completion, do or say, write or publish or broadcast anything which may be harmful to the reputation of any Group Company.

16.2

The covenants in Clause ‎16.1 are intended for the benefit of, and shall be enforceable by, each of the Buyer and each Group Company and shall apply to actions carried out by the Seller (or any Seller Related Entity) in any capacity (including as shareholder, partner, director, principal, consultant, officer, agent, adviser or otherwise) and whether directly or indirectly, on its own behalf or on behalf of, or jointly with, any other person.

16.3

The restrictions set out in Clause ‎16.1 shall not prevent the Seller (or any Seller Related Entity) from operating, carrying on or engaging in the Vezet Dobro Business or GoLama Business as conducted as of the date of this Agreement in the territory of the Russian Federation only (the “Current Excluded Businesses”); provided that:

16.3.1

the Seller and each relevant Seller Related Entity may use the following designations and trademark:

(a)

“Vezet Dobro”, “Везет Добро” and/or “Везёт Добро” designations; and

(b)

“Vezem Dobro”, “Везем Добро”, “Везём Добро” designations and/or trademark “Везём Добро” (registration No. 635992) ((a) and (b), together, the “Vezet Dobro Marks”),

in each case for purposes of the Current Excluded Businesses for [***] following Completion without registering such trademarks (or any other trademarks, words, marks, name, design or logo, which, in the reasonable opinion of the Buyer, are capable of confusion with such designations or trademarks), but otherwise the Seller and each Seller Related Entity shall comply with Clause ‎16.1.5 in respect of the Current Excluded Businesses. For the purposes of this Clause ‎16.3.1, the Buyer shall procure that, at the request of the Seller, a written consent to the use of the designations and/or trademark specifically mentioned in this Clause ‎16.3.1 is granted to the Seller or a Seller Related Entity as the case may be and that neither the Buyer nor any Buyer Group Company uses any of the Vezet Dobro Marks during [***] period following Completion; and

16.3.2

neither the Seller, nor any Seller Related Entity may allow any [***] to directly or indirectly [***].

16.4

Nothing in Clause ‎16.1 shall prevent the Seller (or any Seller Related Entity) from:

16.4.1

holding for investment purposes only:

(a)

units of any authorised unit trust; or

(b)

not more than [***] of any class of shares or securities of any privately held company other than [***]; or

(c)

not more than [***] of any class of shares or securities of any company traded on a recognised investment exchange (within the meaning of the Financial Services and Markets Act 2000).

16.4.2

continuing

(a)

to operate the Business operated by the Seller and the Former Group Companies at the date of this Agreement during (i) the period between the

date of this Agreement and Completion, (ii) the Integration Period and (iii) the shorter period of [***] following the Integration Period and the time necessary to wind down such Business after the Integration Period; or

(b)

to hold an equity interest in any Former Group Companies other than the Group Companies following Completion; or

(c)

complying with Applicable Law.

16.5

The provisions of Clause ‎16.1.4 shall lapse and cease to apply to any Restricted Person whose employment or engagement with the Company or any Group Company (or any other member of the Buyer’s Group) is terminated by, at the request or with the consent of the Company, the relevant Group Company or such other member of the Buyer’s Group, as applicable.

16.6

Each of the covenants in Clause ‎16.1 is a separate undertaking by the Seller and shall be enforceable by the Buyer and each Group Company separately and independently of their right to enforce any one or more of the other covenants contained in that Clause.

16.7

The Parties acknowledge that the Seller has confidential information relating to the Business and that the Buyer is entitled to protect the goodwill of the Business as a result of buying the Sale Shares. Accordingly, each of the covenants in Clause ‎16.1 is considered fair and reasonable by the Parties.

16.8

The Seller acknowledges that it has had the opportunity to take independent advice on the provisions of this Clause ‎16 (Restrictive Covenants). While those provisions are considered by the Parties to be reasonable in all the circumstances, it is agreed that if any of those restrictions, by themselves or taken together, are adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Buyer but would be adjudged reasonable if part or parts of their wording were deleted or amended or qualified or the periods referred to were reduced or the range of products and/or services or area dealt with were reduced in scope, then the relevant restriction or restrictions shall apply with such modification or modifications as may be necessary to make it or them valid and effective.

16.9

The consideration for the covenants in Clause ‎16.1 is included in the Purchase Price.

16.10

Each Group Company may enforce the terms of this Clause ‎16 (Restrictive Covenants) in accordance with the Contracts (Rights of Third Parties) Act 1999, provided always that, as a condition thereto, any such Group Company shall:

16.10.1

obtain the prior written consent of the Buyer; and

16.10.2

not be entitled to assign its rights under this Clause ‎16 (Restrictive Covenants).

16.11

At any time after Completion, the Buyer shall not, and shall procure that none of the Buyer Group Companies shall, make an adverse statement or remark about the Seller or its shareholders to a third party.

17. COVENANTS AND UNDERTAKINGS

17.1

Prior to Completion, the Seller shall:

17.1.1

procure the repayment in full of all amounts owing (even if not due for repayment) to any Group Company by the Seller or any Seller Related Entity (other than any other Group Company), except for any amounts owing under the Surviving Agreements;

17.1.2

procure that all Guarantees or indemnities given by or binding on any Group Company in respect of or arising out of any liabilities (actual or contingent) of the Seller or any Seller Related Entity (other than any other Group Company) are fully and effectively released without cost to any Group Company or any member of the Buyer’s Group (and the Seller shall indemnify and keep indemnified the Buyer and each Group Company against all actions, proceedings, losses, costs, claims, damages, liabilities and expenses which the Buyer or any Group Company may suffer or incur in respect of any claim made under any such Guarantee or indemnity after Completion);

17.1.3

procure that all actions set out in Error! Reference source not found. (DD Follow-Up Actions) are fully performed by the Seller and/or any Group Company or the relevant Former Group Company, as applicable; and

17.1.4

use all reasonable efforts to perform or procure the performance of, all actions constituting the Restructuring.

17.2

Subject to Completion occurring, the Seller:

17.2.1

confirms, warrants and undertakes that at Completion:

(a)

neither it nor any Seller Related Entity will have any claim on any account whatsoever outstanding against any of the Directors, officers, Employees of any Group Company and that no agreement or arrangement will be outstanding under which any such person has any obligation of any kind to any Seller Related Entity; and

(b)

neither it nor any Seller Related Entity will have any claim on any account whatsoever outstanding against any Group Company; and

(c)

no agreement or arrangement will be outstanding under which any Group Company will have an obligation of any kind to any Seller Related Entity, other than claims and obligations under (i) the Local Services Agreements, (ii) trademark licences from the Group Companies to the Former Group Companies as listed in the principal terms of the Local Services Agreements set out in Error! Reference source not found. (Principal Terms of the Local Services Agreements), and (iii) the Related Party Agreements (agreements listed in sub-clauses (i) through (iii) above, collectively, the “Surviving Agreements”); and

17.2.2

except for the claims or obligations existing under the Surviving Agreements, to the extent that any such claim or obligation exists, irrevocably and unconditionally waives such claim or obligation and releases each Group Company and any such person (except, in the case of such Director, officer or Employee, in the case of fraud) from any liability whatsoever in respect of such claim or obligation.

17.3

The Seller shall, and shall procure that each Seller Related Entity shall, following Completion:

17.3.1

send to the Buyer all papers, books, accounts and other records relating wholly or predominantly to any Group Company in the possession or control of the Seller or Seller Related Entities and which are not kept at any of the Properties; provided that:

(a)

the Seller and the relevant Seller Related Entities may keep in their possession or control such papers, books, accounts and other records

relating wholly or predominantly to any Group Company that are reasonably necessary to the Seller and the Former Group Companies to perform their respective obligations under Error! Reference source not found. (Post-Completion Integration) (the “Integration Records”) for the duration of [***], provided that the Seller shall, and shall procure that the Seller Related Entities shall, upon request, promptly provide to the Buyer copies of the relevant Integration Records; and

(b)

following [***], the Seller and the relevant Seller Related Entities shall send to the Buyer all Integration Records (except for those Integration Records which the Seller Related Entities are required to keep in accordance with Applicable Law, in respect of which the Seller shall send to the Buyer a copy thereof);

17.3.2

at all reasonable times during normal business hours and on reasonable advance notice, provide the Buyer and each Group Company, together with their Representatives, with access to, and copies of, any other papers, books, accounts or other records (in whatever form) which relate to any Group Company and which the Seller and/or other relevant Seller Related Entity are obliged to keep under the Applicable Law (the “Retained Records”) other than those referred to in Clause ‎17.3.1; provided that neither the Seller, nor any Seller Related Entity shall be obliged to provide the Buyer with, or allow access to any Retained Records that constitute:

(a)

information that would violate any Applicable Law;

(b)

information the disclosure of which would jeopardise any attorney-client privilege available to the Seller or any other Seller Group Company relating to such information;

(c)

information the disclosure of which would cause the Seller or any Seller Group Company to breach a confidentiality obligation, unless the Buyer undertakes to keep any such information confidential (except as required by Applicable Law) and in such case the Seller or any Seller Related Entity shall be obliged to provide the Buyer with, or allow access to, such information; and

(d)

any auditors’ and accountants’ work papers except in accordance with their normal disclosure procedures and then only after entering into their customary agreement relating to access; and

17.3.3

retain safely and securely all Retained Records that are in the possession or control of the Seller or any Seller Related Entity, and not dispose of or destroy any Retained Records, until at least [***] of Completion (or such longer period as may be required under the Applicable Law), and thereafter not dispose of or destroy any of the Retained Records, without first giving the Buyer at least [***] notice of the intention to do so and giving the Buyer the opportunity to review and to take possession of or copy any of such Retained Records.

17.4

Each Group Company, and (in the case of Clause ‎17.2 only) each Director, Employee and professional adviser of a Group Company, may enforce the terms of Clauses ‎11.2, ‎17.2, and ‎17.3 in accordance with the Contracts (Rights of Third Parties) Act 1999, provided always that, as a condition thereto, any such person shall:

17.4.1

obtain the prior written consent of the Buyer; and

17.4.2

not be entitled to assign its rights under such Clauses.

17.5

The Seller shall procure that:

17.5.1

a person, which is for the time being (whether on or after the date of this Agreement) is a direct or indirect holder of an equity interest in the Seller (each, a “Seller’s Stakeholder”), may not directly or indirectly Transfer any of its shares in the Seller or any interest in such shares to any person other than any other Seller’s Stakeholder without the prior consent of the Buyer, provided that the restrictions on Transfer set out in this Clause ‎17.5.1 shall cease to apply, and the Seller shall have no further obligations under this Clause ‎17.5.1, after:

(a)

with respect to Transfers to third parties other than Restricted Parties, [***]; and

(b)

with respect to Transfers to Restricted Parties, the earlier of: (i) [***] and (ii) [***] but in any event [***].

17.5.2

all direct or indirect Transfers from one Seller’s Stakeholder to another Seller’s Stakeholder [***] are subject to, and are effected only if do not result in, the following:

(a)

as the result of a proposed direct or indirect Transfer of the shares in the Seller or any interest in such shares between or among the Seller’s Stakeholders, any of the Seller’s Stakeholders other than [***] would indirectly own more than [***] in the share capital of the Buyer;

(b)

as the result of a proposed direct or indirect Transfer of the shares in the Seller the stake in the share capital of the Buyer indirectly held by [***] is greater (as a percentage) than the stake held by [***].

each of (a) and (b), (a “Look Through Transfer”),

such Look Through Transfer may not proceed without a prior written consent of the Buyer.

17.6

Employee Matters

In respect of the relevant Employees of the Group Companies and the relevant Former Group Companies, following Completion, the Buyer and the Seller shall perform certain actions and make agreed payments as set out in Error! Reference source not found. (Employee Matters).

17.7

Completion of the Restructuring

In the event the Parties proceed to Completion in accordance with Clause ‎8.7.2 and the CC Merger is not completed as described in paragraph 3 of Part A of Error! Reference source not found. (Restructuring) as of the Completion Date, the Parties agree that following Completion:

17.7.1

the Buyer shall perform all such actions as are necessary or required to complete the CC Merger as described in paragraph 3 of Part A of Error! Reference source not found. (Restructuring); and

17.7.2

following completion of the CC Merger as described in Clause ‎17.7.1, the Seller shall pay to the Buyer the amount of reasonable and properly documented costs and expenses arising in connection with the Buyer’s completion of the CC Merger.

17.8

Post-Completion Management Accounts; Completion Financial Position

If Completion occurs on or before the 25th day in a calendar month, then the Seller shall deliver to the Buyer a complete and accurate copy of the Post-Completion Management Accounts within [***] of Completion. If Completion occurs after the 25th day in a calendar month, then within [***] of Completion the Seller shall deliver to the Buyer an electronic file in MS Excel containing statement of financial position of each Group Company as of Completion Date.

17.9

[***]

17.10

Agreed Software

17.10.1

If prior to the Completion Date the Seller procures that the Group Companies acquire valid licences to the Agreed Software sufficient to cover all users of such Agreed Software within the Group Companies (“Agreed Software Licences”), the remaining provisions of this Clause ‎17.10 shall cease to apply.

17.10.2

If the Seller fails to procure that the Group Companies acquire the Agreed Software Licences on or before the Completion Date, the Buyer may procure that the Group Companies acquire the Agreed Software Licences prior to the Integration Completion Date. To the extent the Buyer procures the acquisition of the Agreed Software Licences, the Buyer undertakes to act reasonably and in good faith to acquire the Agreed Software Licences at a reasonable commercially available costs (the “Agreed Software Costs”).

17.10.3

If the Buyer procures that the Group Companies acquire the Agreed Software Licences as contemplated under Clause ‎17.10.2, the Buyer shall as soon as reasonably practicable following such acquisition notify the Seller in writing of the Agreed Software Costs and, upon request, shall provide to the Seller such additional information as the Seller may reasonably request in respect of the Agreed Software Costs. The Seller shall compensate the Agreed Software Costs to the Buyer, and the Buyer shall be entitled to withhold the amount of the Agreed Software Costs from the Integration Consideration Cash.

17.11

The Seller shall procure that no covenants, warranties, indemnities, liabilities or obligations of any Group Company exist under or in connection with a certain agreement [***] at any time at or after Completion.

17.12

Within [***] of the date of this Agreement, the Seller shall deliver to the Buyer information on the average remuneration and any bonus arrangement of all Employees of the Former Group Companies for the period from [***] in the form reasonably acceptable to the Buyer.

18. ANNOUNCEMENTS

18.1

Subject to Clause ‎18.2, neither Party shall make, or permit any person to make, any Announcement concerning the existence, content or subject matter of this Agreement (or any document entered into pursuant to this Agreement) without the prior written consent of the other Party (such consent not to be unreasonably conditioned, withheld or delayed).

18.2

Clause ‎18.1 shall not apply to the extent an Announcement is required:

18.2.1

by Applicable Law or regulation;

18.2.2

by any Governmental Authority or any regulatory or supervisory authority or any relevant securities exchange, or by any court, arbitral body or other authority of competent jurisdiction,

in each case to which any relevant Party is subject, whether or not the same has the force of law. In such circumstances, the Party required to make an Announcement shall promptly notify the other Party and shall, to the extent reasonably practicable, consult with, and make all reasonable attempts to agree with, the such other Party on the timing, contents and manner of the release of any such Announcement before making it.

18.3

Without prejudice to Clauses ‎18.1 and ‎18.2, between the date of this Agreement and the Integration Completion Date the Parties shall (subject to the requirements of Applicable Law) agree the terms and manner of, and the timetable for, any Announcement or circular or other communication to employees, customers, suppliers, distributors, sub-contractors and other interested parties of the Parties and/or the Group Companies and to any applicable Governmental Authorities or other bodies and to the media or otherwise regarding this Agreement and all such Announcements or circulars or other communications shall be made in accordance with such agreement.

19. CONFIDENTIALITY

19.1

The Seller undertakes to each of the Buyer, each member of the Buyer’s Group and each Group Company that it shall, and shall procure that each members of the Seller’s Group shall, in each case except as expressly permitted by this Clause ‎19 (Confidentiality):

19.1.1

Keep confidential:

(a)

the existence and the provisions of this Agreement and of any agreement entered into pursuant to this Agreement;

(b)

the negotiations relating to this Agreement (and any such other agreements);

(c)

all Confidential Information relating to any Group Company, the Business, the Integration or any member of the Buyer’s Group; and

(d)

[***],

(together, the “Buyer Protected Information”);

19.1.2

not disclose any of the Buyer Protected Information in whole or in part to any person; and

19.1.3

not make any use of any of the Buyer Protected Information.

19.2

The Buyer undertakes to each of the Seller and each member of the Seller’s Group (including, in respect of the period prior to Completion, to each Group Company) that it shall, and shall procure that the members of the Buyer’s Group shall, in each case except as expressly permitted by this Clause ‎19 (Confidentiality):

19.2.1

Keep confidential:

(a)

the existence and the provisions of this Agreement and of any agreement entered into pursuant to this Agreement;

(b)

the negotiations relating to this Agreement (and any such other agreements); and

(c)

all Confidential Information relating to the Seller or any other member of the Seller’s Group (including, in respect of the period prior to Completion, to each Group Company),

(together, the “Seller Protected Information”);

19.2.2

not disclose any of the Seller Protected Information in whole or in part to any person; and

19.2.3

not make any use of any of the Seller Protected Information.

19.3

The obligations set out in Clauses ‎19.1 and ‎19.2 shall not apply, or shall cease to apply, to:

19.3.1

any Protected Information disclosed with the prior written consent of the Party whose Protected Information would be disclosed;

19.3.2

except for all Confidential Information relating to the Seller or any other member of the Seller’s Group (other than the Group Companies), any Protected Information which the Buyer proposes to provide (or does provide) after Completion to any person:

(a)

to whom the Buyer is considering selling some or all of the Sale Shares (or to whom it is proposed that any Group Company (or all or a material part of the business or assets of any Group Company) be sold), or to whom it proposes to assign all or any of its rights under and in accordance with this Agreement, for the purpose of enabling the proposed transferee or assignee to evaluate the proposed transfer or assignment;

(b)

who is a potential funder, financier or investor (together with their respective Representatives) of the Buyer or any member of the Buyer’s Group, or to whom the Buyer or any member of the Buyer’s Group is proposing to grant any security; or

(c)

who is an adviser for the purpose of advising the Buyer in connection with the transactions contemplated by the Transaction Documents or by Clause ‎19.3.2‎(a);

provided that such disclosure is essential for these purposes and, in respect of each of Clauses ‎19.3.2‎(a) to ‎19.3.2‎(c) (inclusive), that the Buyer shall procure that such person treat that Protected Information as confidential;

19.3.3

except for all Confidential Information relating to the Buyer or any other member of the Buyer’s Group (including the Group Companies), any Protected Information which the Seller proposes to provide (or does provide) after Completion to any person:

(a)

to whom the Seller is considering selling some or all of the Consideration Shares for the purpose of enabling the proposed transferee to evaluate the proposed transfer or assignment, but only to the extent such sale of the Consideration Shares is explicitly permitted hereunder or under the SHA Supplemental Deed at the time of such consideration;

(b)

who is an adviser for the purpose of advising the Seller in connection with the transactions contemplated by the Transaction Documents or by Clause ‎19.3.3‎(a);

provided that such disclosure is essential for these purposes and, in respect of each of Clauses ‎19.3.3‎(a) to ‎19.3.3(b) (inclusive), that the Seller shall procure that such person treat that Protected Information as confidential;

19.3.4

any Protected Information which prior to its disclosure was already lawfully known by such person (or which was subsequently disclosed or becomes available to such person):

(a)

without any obligation on such person to maintain its confidentiality or otherwise restricting its use or disclosure; and

(b)

if such Protected Information was obtained by such person from another person, such other person was not bound by any obligation to keep such Protected Information confidential;

19.3.5

any Protected Information which, at the time of its disclosure or subsequently, was or has become a part of the public domain otherwise than as a consequence of a breach of this Agreement or any other duty or obligation of confidentiality by any person; or

19.3.6

any Protected Information which the relevant Party is required to disclose by any Applicable Law, the rules or regulations of any applicable Governmental Authority or any relevant securities exchange, or by any court, arbitral body or other authority of competent jurisdiction, or any Tax Authority, in each case to which such person is subject, whether or not the same has the force of law.

19.4

The burden of proof lies with the Party seeking to rely on Clause ‎19.3.6 to demonstrate that any of the circumstances set out in Clause ‎19.3.6 applies to any Protected Information.

19.5

If the Party seeking to rely on Clause ‎19.3.6 is required to disclose any Protected Information for the purpose set out in Clause ‎19.3.6, prior to such disclosure such Party will (unless prohibited to do so by law) give to the other Party prompt written notice of the information which the first Party proposes to disclose (being the minimum amount of information consistent with satisfying its obligations) and will take into account any reasonable comments which the other Party may have in relation to the content, timing and manner of despatch of the disclosure and take such steps as the other Party may reasonably require to enable the other Party to mitigate the extent of or avoid the requirement of any such disclosure.

20. FURTHER ASSURANCE

20.1

The Seller shall, and shall procure that any Seller Related Entity shall (and shall use reasonable endeavours to procure that any relevant third party shall), at its own expense, promptly execute and deliver such documents and perform such acts as the Buyer may reasonably require from time to time for the purpose of transferring the Sale Shares and giving full effect to this Agreement and any documents entered into pursuant to this Agreement and otherwise to confer on the Buyer the full benefit of the rights, powers and remedies purported to be conferred upon the Buyer under this Agreement and any such documents.

20.2

The Buyer shall, and shall procure that any Buyer Related Person shall (and shall use reasonable endeavours to procure that any relevant third party shall), at its own expense, promptly execute and deliver such documents and perform such acts as the Seller may reasonably require from

time to time for the purpose of transferring the Consideration Shares and giving full effect to this Agreement and any documents entered into pursuant to this Agreement and otherwise to confer on the Seller the full benefit of the rights, powers and remedies purported to be conferred upon the Buyer under this Agreement and any such documents.

21. GOVERNING LAW AND DISPUTE RESOLUTION

21.1

This Agreement and any Dispute shall be governed by and construed in accordance with the laws of England.

21.2

Any Dispute shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (“LCIA”) then in force (the “Rules”), which are deemed to be incorporated by reference into this Clause ‎21 (Governing Law and Dispute resolution), and capitalised terms used in this Clause ‎21 (Governing Law and Dispute resolution) which are not otherwise defined in this Agreement have the meaning given to them in the Rules.

21.3

There shall be three (3) arbitrators, one of which shall be nominated by the claimant(s) and one of which shall be nominated by the respondent(s) in accordance with the Rules and the third, who shall be the Chairman of the tribunal, shall be nominated by the two party nominated arbitrators within fourteen (14) days of the last of their appointments. In the event of any failure to nominate an arbitrator within the designated time period, the LCIA shall, at the written request of any party, make the remaining appointments forthwith. Notwithstanding any provision to the contrary in the Rules, the parties and arbitrators may nominate and the LCIA may appoint arbitrators (including the Chairman of the tribunal) from among the nationals of any country, whether or not a party is a national of that country.

21.4

The seat, or legal place, of arbitration shall be London, England, at a location to be determined by the tribunal. The language to be used in the arbitral proceedings shall be English. Where testimony or a document is provided in a language other than English, a translation of such testimony or document shall be provided in the English language, and shall be certified as a true, complete and accurate translation by a recognised translator.

21.5

Any such award shall be final and binding on the Parties and judgment upon the award may be entered in any court having jurisdiction and any right of appeal under the Arbitration Act 1996 or otherwise or reference of points of law to the courts is hereby waived, to the extent that such waiver can be validly made.

21.6

Each Party retains the right to seek interim, provisional or conservatory measures and to confirm and enforce any arbitral award, and any such request shall not be deemed incompatible with the agreement or a waiver of the right to arbitrate. The courts of England, Cyprus, the Netherlands or the Russian Federation shall have non-exclusive jurisdiction in respect of any such interim, provisional or conservatory measure. A Party may seek confirmation or enforcement of an arbitral award in any court having jurisdiction.

21.7

Each Party hereby consents generally in respect of any arbitration proceedings arising out of, or in connection with, this Agreement or a Dispute hereunder to the giving of any relief or the issue of any process in connection with such proceedings including the making, enforcement or execution against any property (irrespective of its use or intended use) of any order or judgment which may be made or given in such proceedings.

21.8

Each Party agrees that the arbitration agreement set out in this Clause ‎21 (Governing Law and Dispute resolution) and the arbitration agreement contained in each other Transaction Document (other than the SHA Supplemental Deed and the Local Services Agreements and all

documents entered into pursuant to the Local Services Agreements) shall together be deemed to be a single arbitration agreement.

21.9

Each Party consents to being joined to any arbitration commenced under any Transaction Document on the application of any other Party if the Arbitral Tribunal so allows, and subject to and in accordance with the Rules. Before the constitution of the Arbitral Tribunal, any party to an arbitration commenced pursuant to this Clause ‎21 (Governing Law and Dispute resolution) may effect joinder by serving notice on any party to any Transaction Document whom it seeks to join to the arbitration proceedings, provided that such notice is also sent to all other parties to the Dispute and the LCIA Court within twenty-eight (28) days of service of the Request for Arbitration. The joined party will become a claimant or respondent party (as appropriate) to the arbitration proceedings and participate in the arbitrator appointment process set out in Clause ‎21.3.

21.10

An Arbitral Tribunal constituted under this Agreement may consolidate an arbitration hereunder with an arbitration under any other Transaction Document if the arbitration proceedings raise common questions of law or fact, and subject to and in accordance with the Rules. For the avoidance of doubt, this Clause ‎21.10 is an agreement in writing by all parties to any arbitrations to be consolidated for the purposes of Article 22.1(ix) of the Rules. If an Arbitral Tribunal has been constituted in more than one of the arbitrations in respect of which consolidation is sought pursuant to this Clause ‎21.10, the Arbitral Tribunal which shall have the power to order consolidation shall be the Arbitral Tribunal appointed in the arbitration with the earlier Commencement Date under Article 1.4 of the Rules (i.e., the first-filed arbitration). Notice of the consolidation order must be given to any arbitrators already appointed in relation to any of the arbitration(s) which are to be consolidated under the consolidation order, all parties to those arbitration(s) and the LCIA Registrar. Any appointment of an arbitrator in the other arbitrations before the date of the consolidation order will terminate immediately and the arbitrator will be deemed to be discharged. This termination is without prejudice to the validity of any act done or order made by that arbitrator or by any court in support of that arbitration before that arbitrator’s appointment is terminated; his or her entitlement to be paid proper fees and disbursements; and the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. If this clause operates to exclude a Party’s right to choose its own arbitrator, each Party irrevocably and unconditionally waives any right to do so.

21.11

To the extent permitted by Applicable Law, each Party waives any objection, on the basis that a Dispute has been resolved in a manner contemplated by Clauses ‎21.9 to ‎21.10, to the validity and/or enforcement of any arbitral award.

21.12

Each Party agrees that any arbitration under this Clause ‎21 (Governing Law and Dispute resolution) shall be confidential to the Parties and the arbitrators, and that each Party shall therefore keep confidential, without limitation, the fact that the arbitration has taken place or is taking place, all non-public documents produced by any other Party for the purposes of the arbitration, all awards in the arbitration and all other non-public information provided to it in relation to the arbitral proceedings, including hearings, save to the extent that disclosure may be requested by a regulatory authority, or required of it by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

21.13

The law of this arbitration agreement, including its validity and scope, shall be English law.

21.14

This arbitration agreement shall be binding upon any person who acquires rights under this Agreement by operation of law or otherwise. Any such person who intends to commence legal proceedings in relation to a Dispute arising out of or in connection with this Agreement shall, as a precondition of commencing such proceedings, give prior written notice to all the Parties

to this Agreement that it agrees to be bound by this Clause ‎21 (Governing Law and Dispute resolution).

22. MISCELLANEOUS

22.1

Entire agreement

22.1.1

This Agreement and other Transaction Documents constitute the whole Agreement between the Parties relating to the subject matter of this Agreement to the exclusion of any terms implied by law (to the extent that the same may be excluded by contract) and supersede any previous discussion, arrangement, understanding or agreement between the Parties (whether written or oral) in relation to such subject matter. In particular (but without limitation), this Agreement and such documents supersede [***].

22.1.2

Each Party acknowledges that, in entering into this Agreement and the other Transaction Documents, it is not relying on any statement, representation, assurance or warranty of any person (whether a Party to this Agreement or not) (a “Statement”) other than any Statement (an “Agreed Statement”) as expressly set out in this Agreement or such other Transaction Documents.

22.1.3

Each Party agrees and undertakes to the other Party that:

(a)

it shall have no rights, claims or remedies (and hereby irrevocably waives any such rights, claims or remedies) in relation to any Statement (including for any Statement made, repeated or deemed made, whether negligent or innocent) other than an Agreed Statement; and

(b)

the only rights and remedies available to it arising out of or in connection with any Agreed Statement shall be solely for breach of contract, in accordance with the provisions of this Agreement (and each Party hereby irrevocably waives any other rights and remedies in relation to any Agreed Statement (including those in tort or arising under the Misrepresentation Act 1967 or any other statute).

22.1.4

Nothing in this Clause ‎22.1 shall limit or exclude any liability for fraud.

22.2

Effect of Completion

Any provision of this Agreement and any other documents referred to in it which is capable of being performed after but which has not been performed at or before Completion, and all warranties and covenants and other undertakings contained in or entered into pursuant to this Agreement, shall remain in full force and effect notwithstanding Completion.

22.3

Variation and Waiver

22.3.1

No purported variation of this Agreement shall be effective unless it is in writing, expressly refers to this Agreement, and is duly executed and signed by or on behalf of each of the Parties to this Agreement.

22.3.2

A waiver of any right or remedy under this Agreement or by law shall only be effective if given in writing and signed by the person waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.

22.3.3

Failure by any Party to exercise, or any delay by any Party in exercising, any right or remedy granted to such Party under this Agreement or by law shall not constitute a waiver by that Party of that or any other right or remedy, nor shall such failure or delay prevent or restrict any further exercise by that Party of that or any other right or remedy.

22.3.4

The single or partial exercise by any Party of any right or remedy granted to such Party under this Agreement or by law shall not prevent or restrict the further exercise by that Party of that or any other right or remedy.

22.3.5

A Party which:

(a)

waives a right or remedy granted to such Party, or releases any other Party from any liability, under this Agreement or by law; or

(b)

takes or fails to take any action against another Party;

does not, and shall not be deemed to, affect its rights in relation to any other Party.

22.4

Counterparts and Creation of Agreement

This Agreement may be executed in any number of counterparts, each of which when duly executed shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each Party has executed at least one counterpart.

22.5

Successors in Title

This Agreement shall be binding on and shall enure for the benefit of the successors in title of each Party.

22.6

Third Party Rights

22.6.1

Save as specified in Clause ‎22.6.2, a person who is not a Party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999. This Clause ‎22.6.1 shall not operate to prevent any person to whom the benefit of any rights under or arising out of this Agreement have been validly assigned in accordance with Clause ‎22.7 from enforcing or enjoying the benefit of those rights.

22.6.2

Subject to Clause ‎22.6.3, where any provision of this Agreement specifically states that any person who is not a Party to this Agreement shall have the right, by virtue of the Contracts (Rights of Third Parties) Act 1999, to enforce any rights under or in connection with a provision of this Agreement, the persons so specified in such provision shall be entitled, subject to the other provisions of this Agreement, to enforce the rights specified to be granted to such persons under the relevant provision.

22.6.3

The ability of the Parties to this Agreement to terminate, amend, vary or waive any of the provisions of this Agreement, to the extent otherwise permitted or provided for in this Agreement or by law, including any provision referred to in Clause ‎22.6.2, shall not require the consent of any of the persons specified in Clause ‎22.6.2 or any other person who is not a Party to this Agreement.

22.6.4

The rights specified in Clause ‎22.6.2 shall not be assignable.

22.7

Assignment, Etc.

22.7.1

Save as specified in Clause ‎22.7.2, this Agreement is personal to the Parties and no Party shall, without the prior written consent of each other Party:

(a)

assign, transfer, mortgage, charge, declare or establish a trust of or deal in any other manner with this Agreement or any of its rights (or any claims or causes of action arising out of them) and obligations under or arising out of this Agreement (or any document referred to in it), or purport to do any of the same; or

(b)

sub-contract or delegate in any manner any or all of its obligations under this Agreement to any third Party or agent.

22.7.2

Following the period of [***] after the Integration Settlement Date, the Buyer may assign (absolutely or by way of security and in whole or in part), transfer, mortgage, or charge (for the purposes of this Clause ‎22.7.2, to “assign”) the benefit of any or all of the Seller’s obligations or any benefit arising under or out of this Agreement and/or any other Transaction Documents (for the purposes of this Clause ‎22.7.2, the “benefit”) to any Buyer Group Company at any time after serving a written notice on the Seller of its intention to exercise its rights under this Clause ‎22.7.2, such notice to contain the identity of the prospective assignee, transferee, mortgagee or chargee, as the case may be, (for the purposes of this Clause ‎22.7.2, the “assignee”) and the Buyer’s warranty that such assignee is a Buyer Group Company. The Buyer shall procure that (i) any subsequent assignment of any benefit is undertaken by the assignee in compliance with this Clause ‎22.7.2 and (ii) prior to any assignee ceasing to be a Buyer Group Company for any reason, such assignee shall assign all benefit enjoyed by it pursuant to this Clause ‎22.7.2 to another Buyer Group Company. The liability of the Seller to an assignee shall be limited to the liability it would have had to the Buyer had the assignment not occurred.

22.8

Remedies

22.8.1

Safe as specified in Clause ‎22.8.3, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

22.8.2

Without prejudice to any other rights or remedies that any Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by such Party. Accordingly, each Party agrees and undertakes that each other Party shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.

22.8.3

(a)

Each Party agrees and undertakes to the other Party that the only rights and remedies available to it arising out of or in connection with this Agreement or its subject matter or any other Transaction Document shall be solely for breach for contract.

(b)

Neither Party shall be entitled to rescind or (except as otherwise expressly provided in this Agreement) terminate this Agreement, for breach of contract, for negligent or innocent misrepresentation or otherwise.

22.9

Severance

22.9.1

If any provision of this Agreement (or any part of any provision) is found by any court or other body of competent jurisdiction to be invalid, illegal or unenforceable to any extent, that provision or part-provision shall:

(a)

be deemed to be modified to the minimum extent necessary so as to render such provision or part-provision valid, legal and enforceable (and, without prejudice to the preceding wording, the Parties agree to negotiate in good faith to amend such provision or part-provision so that, as amended, it is legal, valid and enforceable and, as far as possible, achieves the intended commercial result of the original provision); or

(b)

if it is not possible to modify (and/or the Parties fail to agree an appropriate amendment to) such provision or part-provision as envisaged by Clause ‎22.9.1, to the relevant extent, be deemed not to form part of this Agreement.

22.9.2

In the circumstances referred to in Clause ‎22.9, the legality, validity and enforceability of the other provisions of this Agreement (including, in relation to any part-provision, the remaining parts of the relevant provision), and, where relevant, the legality, validity and enforceability of such provision or part-provision under the law of any other jurisdiction, shall not be affected or impaired.

22.10

Notices

22.10.1

A notice or other communication (a “Notice”) given to a Party under or in connection with this Agreement shall be:

(a)

in writing and in English (or accompanied by a properly prepared translation into English);

(b)

sent to such Party at such Party’s Notified Address; and

(c)

sent by a Permitted Method.

22.10.2

“Permitted Method” means any of the methods set out in the first column in the table below. The second column in the table below sets out the date and time on which a Notice given by the relevant Permitted Method shall be deemed to be given (provided the relevant Notice is properly addressed and sent to the Notified Address). For the purposes of this Clause ‎22.10, “Business Day” shall mean a day on which banks are open for normal banking business at the place of receipt of the relevant notice.

Permitted Method	Date on which Notice deemed given
Personal delivery	When left at the Notified Address
Pre-paid signed for post or special delivery (or airmail, if the destination is outside of the country of origin).	9:00 a.m. on the fifth (5th) Business Day after posting
Commercial courier	Time and date of signature of the courier’s receipt at the Notified Address

E-mail

Subject to subsequent satisfaction of the requirements of Clause ‎22.10.9, on receipt of an automated delivery receipt or confirmation of receipt from the relevant server

22.10.3

In the event that, under the provisions of Clause ‎22.10.2, a Notice would be deemed to have been received at a time other than during normal business hours in the place of receipt (normal business hours being deemed for these purposes to be between 9:00 a.m. and 5:00 p.m. (local time) on a Business Day in the place of receipt), such Notice shall instead be deemed to have been received when business hours next start in the place of receipt.

22.10.4

A Notice shall be deemed to have been sent to the “Notified Address” of a Party if it is sent for the attention of the person, and to the address or email address, specified in Clause ‎22.10.5 (subject to any subsequent changes notified and effected in accordance with Clause ‎22.10.6).

22.10.5

The initial Notified Address of each of the Parties is as set out below:

Name of Party

Address

Telephone number

Marked for the attention of:

FASTEN CY LIMITED

4 Afentrikas, Afentrika Court, Office 2, 6018, Larnaca, Cyprus

[***]

MLU B.V

Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands

Copy to:

[***]

22.10.6

If any Party wishes to make any change to its Notified Address, such Party shall inform each other Party of its new Notified Address by notice delivered in accordance with this Clause ‎22.10. For the purposes of this Agreement, the Notified Address of the notifying Party shall be deemed, in relation to any other Party, to have changed in accordance with such notice at the end of the fifth Business Day following the day of receipt by such Party of such notice (or, if later, such date as shall be specified in the notice).

22.10.7

To prove service of any Notice, it shall be sufficient to prove that:

(a)

if sent by pre-paid signed for post, special delivery, airmail or commercial courier, a receipt was obtained for delivery at the Notified Address; or

(b)

if sent by e-mail, the e-mail containing the Notice was properly addressed to the relevant party’s Notified Address and sent.

22.10.8

The provisions of this Clause ‎22.10 shall not apply to the service of any proceedings or other documents in any legal action.

22.10.9

In the event that the Permitted Method of delivery of a Notice is by way of e-mail to the Notified Address, the party giving such Notice shall, no later than the next Business Day after dispatch of the relevant e-mail, dispatch a copy of such Notice to the Notice recipient to which such Notice is addressed by either personal delivery or commercial courier, or, if being sent to a Notified Address, by pre-paid signed for post, special delivery or airmail.

22.11

Costs and Expenses

Save as otherwise set out in this Agreement or any document referred to in it, each Party shall pay its own costs and expenses arising in connection with the negotiation, preparation, execution, registration and performance of this Agreement (and any documents referred to in it).

22.12

Consequences of Termination

22.12.1

Except as provided in this Clause ‎22.12, no Party shall have any further obligation to any other Party or other person under this Agreement following its termination.

22.12.2

The following provisions shall survive termination of this Agreement and continue in full force and effect:

(a)

Clauses ‎1 (Definitions and Interpretations), ‎18 (Announcements), ‎19 (Confidentiality), ‎21 (Governing Law and Dispute resolution) and ‎22 (Miscellaneous) (the “Surviving Provisions”).

22.12.3

Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued or become due prior to termination, including as a result of any breach of the Agreement which occurred or existed prior to termination.

IN WITNESS of which this Agreement has been executed on the date written at the start of this Agreement.

EXECUTED by
for and on behalf of FASTEN CY LIMITED	)
by Anna Andreou	)
Managing Director	)
	/s/ [***]

	[Seal]

by Georgios Georgiou	)
Managing Director	)
	/s/ [***]

Table of Contents

ContentsPage

1...........................................................................................................................Interpretation4

2.................Amount of the Original Notes and Covenant to pay9

3.......................................................................................Form of the Original Notes10

4.................................................................................................Stamp Duties and Taxes11

5...........................................................................................................................Further Issues11

6.............................Application of Moneys received by the Trustee12

7.........................................................................................................Covenant to Comply13

8...................................................................................................................................Conversion13

9...................................................................Covenants relating to Conversion14

10.....................................................................................................................................Covenants14

11...................Remuneration and Indemnification of the Trustee17

12Provisions Supplemental to The Trustee Act 1925 and the Trustee Act 200019

13.....................................................................................................................Trustee Liability27

14.........................................Enforcement, Waiver and Proof of Default27

15.............Trustee not precluded from entering into Contracts28

16.............................................................................Modification and Substitution28

17.....Appointment, Retirement and Removal of the Trustee30

18.........................................................................................................Currency Indemnity31

19...................................................................................................................Communications32

20.Purchase or Redemption by the Issuer of Class A Shares34

21...........................................................................Governing Law and Arbitration34

22.............................................................................................................................Counterparts35

23.........................................Contracts (Rights of Third Parties) Act 199936

24.............................................................................................................Power of Attorney36

SCHEDULE 1 Terms and Conditions of the Notes...................................................................................................37

SCHEDULE 2 Form of Original Definitive Registered Note.......................................................................................38

SCHEDULE 3 Form of Original Global Note...........................................................................................................43

SCHEDULE 4 Provisions for Meetings of Noteholders...............................................................................................49

SCHEDULE 5 Form of Director’s Certificate...........................................................................................................56

This Trust Deed is made on 3 March 2020 between:

(1)

YANDEX N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Schiphol, The Netherlands, its registered office at Schiphol Boulevard 165, 1118 BG Schiphol, The Netherlands, and registered with the Dutch trade register under number 27265167 (the “Issuer”); and

(2)

BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED whose registered office is at One Canada Square, London E14 5AL, United Kingdom (the “Trustee”, which expression shall, where the context so admits, include all persons for the time being the trustee or trustees of this Trust Deed).

Whereas:

(A)

The Issuer, incorporated with limited liability in the Netherlands, has authorised (i) the issue of U.S.$1,250,000,000 in principal amount of Notes to be known as its 0.75 per cent. Convertible Notes due 2025 to be constituted by this Trust Deed and (ii) the issue of Class A Shares and/or payment of the Cash Conversion Amount and/or the Alternative Settlement Cash Amount that may be issued on conversion of the Notes.

(B)

The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions.

This Deed witnesses and it is declared as follows:

Interpretation

1.1

Definitions: The following expressions shall have the following meanings:

“Agency Agreement” means, in relation to the Original Notes, the Paying, Transfer and Conversion Agency Agreement dated on or about the date hereof, as altered from time to time, between the Issuer, the Trustee, the Principal Paying, Transfer and Conversion Agent and the Registrar whereby the initial Principal Paying, Transfer and Conversion Agent and the Registrar were appointed in relation to the Original Notes and includes any other agreements approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed) appointing Successor Agents or amending or modifying any of such agreements;

“Agents” means, in relation to the Original Notes, the Principal Paying, Transfer and Conversion Agent and the Registrar and any other agent appointed pursuant to the Agency Agreement (and “Agent” means any one of them) and, in relation to any Further Notes, means any agent or registrar appointed in relation to them;

“Alternative Settlement Cash Amount” has the meaning specified in Condition 3;

"Applicable Law" means any law or regulation including, but not limited to: (a) any domestic or foreign statute or regulation; (b) any rule or practice of any Authority with which the Agents are bound or accustomed to comply; and (c) any agreement entered into by the Trustee and any Authority or between any two or more Authorities applicable to the Trustee in the context of this Deed;

“Appointee” has the meaning specified in Clause 12.21;

"Authority" means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction;

“Business Day” means, in relation to any place, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in the relevant place;

“Cash Conversion Amount” has the meaning specified in Condition 6(a);

“Certification Date” has the meaning specified in Clause 10.5;

“Clearstream, Luxembourg” means Clearstream Banking S.A.;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Conditions” means, in relation to the Original Notes, the terms and conditions set out in Schedule 1 and, with respect to any Further Notes, the terms and conditions set out in a schedule to the supplemental trust deed constituting such Further Notes as any of the same may from time to time be modified in accordance with the provisions thereof and/or of this Trust Deed and with respect to any Notes represented by a Global Note, as modified by the provisions of such Global Note, and references in this Trust Deed to a particular numbered Condition shall, in relation to the Original Notes, be construed accordingly and shall, in relation to any Further Notes, be construed as a reference to the provision (if any) in the Conditions thereof which corresponds to the particular Condition of the Original Notes;

“Contractual Currency” has the meaning specified in Clause 18.1;

“Conversion Date” has the meaning specified in Condition 6(g);

“Conversion Price” has the meaning specified in Condition 6(a)(ii);

“Conversion Right” has the meaning specified in Condition 6(a)(ii);

“Definitive Registered Notes” means the Original Definitive Registered Notes and/or as the context may require any other definitive registered notes representing Further Notes or any of them;

“Euroclear” means Euroclear Bank SA/NV;

“Event of Default” means any of the events listed in Condition 10 certified by the Trustee as materially prejudicial to the interests of the Noteholders, as applicable;

“Extraordinary Resolution” has the meaning set out in Schedule 4;

“FATCA Withholding” means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements

thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto;

“Further Notes” means any further Notes issued in accordance with the provisions of Clause 5 and the Conditions and constituted by a deed supplemental to this Trust Deed;

“FSMA” means the Financial Services and Markets Act 2000;

“Global Note” means the Original Global Note and/or as the context may require any other global Note representing Further Notes or any of them except that in Schedule 3 Global Note means the Original Global Note;

a “holding company” of a company or a corporation means any company or corporation of which the first mentioned company or corporation is a subsidiary;

“Material Subsidiary” has the meaning specified in Condition 3;

“Noteholder” and “holder” mean, in relation to a Note, the person in whose name the Note is registered in the Register;

“Notes” means the Original Notes and/or, as the context may require, any Further Notes except that in Schedules 2 and 3 “Notes” means the Original Notes;

“Class A Shares” means the fully-paid Class A ordinary shares in the capital of the Issuer currently with, on the Closing Date, a nominal value of €0.01 each;

“Original Notes” means the Notes in or substantially in the form set out in Schedule 2 comprising the U.S.$1,250,000,000 0.75 per cent. Convertible Notes due 2025 constituted by this Trust Deed and for the time being outstanding or, as the context may require, a specific number of them and includes any replacement Notes issued pursuant to the Conditions and (except for the purposes of Clauses 3.1 and 3.2) the Global Note;

“Original Noteholders” means, in relation to an Original Note, the person in whose name the Original Note is registered in the Register;

“Original Definitive Registered Notes” means those Original Notes for the time being represented by definitive certificates in the form or substantially in the form set out in Schedule 2 and in accordance with Condition 1(a);

“Original Global Note” means the global Note in registered form which will evidence the Original Notes, substantially in the form set out in Schedule 3, and evidencing the registration of the person named therein in the Register;

“outstanding” means, in relation to the Notes, all the Notes issued except (a) those which have been redeemed in accordance with the Conditions, (b) those in respect of which Conversion Rights have been exercised and all the obligations of the Issuer to deliver Class A Shares and/or cash have been performed in relation thereto, (c) those in respect of which the date for redemption has occurred and the redemption moneys (including all interest accrued on such Notes to the date for such redemption and any interest payable under the Conditions after such date) have been duly paid to the relevant Noteholder or on its behalf or to the Trustee or to the Principal Paying, Transfer and Conversion Agent as provided in Clause 2 and

remain available for payment against surrender of Notes (if so required), as the case may be, (d) those which have become void or those in respect of which claims have become prescribed, (e) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes (if so required), (f) those which have been purchased and cancelled as provided in the Conditions and (g) the Global Note to the extent that it shall have been exchanged for interests in another Global Note and any Global Note to the extent that it shall have been exchanged for Definitive Registered Notes pursuant to its provisions; provided that for the purposes of (i) ascertaining the right to attend and vote at any meeting of the Noteholders or to participate in any Written Resolution or Electronic Consent, (ii) the determination of how many Notes are outstanding for the purposes of Conditions 10, 11, 14 and 15 and Schedule 4, and (iii) the exercise of any discretion, power or authority contained in this Trust Deed or provided by law, which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Noteholders, those Notes (if any) which are beneficially held by or on behalf of the Issuer or any of its Subsidiaries and not cancelled shall be deemed not to remain outstanding;

“Potential Event of Default” means an event or circumstance which could, with the giving of notice, lapse of time, issue of a certificate and/or the fulfilment of any other requirement provided for in Condition 10, become an Event of Default;

“Principal Paying, Transfer and Conversion Agent” means, in relation to the Original Notes, The Bank of New York Mellon, London Branch at its specified office, in its capacity as Principal Paying, Transfer and Conversion Agent (in respect of the Original Notes) and, in relation to any Further Notes, the Principal Paying, Transfer and Conversion Agent appointed in respect of such Further Notes and, in each case, any Successor Principal Paying, Transfer and Conversion Agent;

“Proceedings” has the meaning specified in Clause 21.2;

“Register” has the meaning specified in Condition 4(a);

“Registrar” means The Bank of New York Mellon SA/NV, Luxembourg Branch at its specified office, in its capacity as Registrar and any Successor Registrar;

“Securities” means any securities including, without limitation, Class A Shares and any other shares in the capital of the Issuer and options, warrants or other rights to subscribe for or purchase or acquire Class A Shares or any other shares in the capital of the Issuer;

“specified office” means, in relation to any Agent, either the office identified with its name at the end of the Conditions or any other office approved by the Trustee and notified to the Noteholders pursuant to Clause 10.10;

“Subsidiary” has the meaning specified in Condition 3;

“Successor” means, in relation to the Agents, such other or further person as may from time to time be appointed by the Issuer as an Agent with the prior written approval of, and on terms approved in writing by, the Trustee (such approval not to be unreasonably withheld or delayed) and notice of whose appointment is given to Noteholders pursuant to Clause 10.10;

“Tax” means all present or future taxes, levies, imposts, charges, assessments, deductions, withholdings and related liabilities of whatever nature imposed, levied, collated, withheld or assessed by or on behalf of any Authority having power to tax;

“this Trust Deed” means this Trust Deed, the Schedules (as from time to time amended, modified and/or supplemented in accordance with this Trust Deed) and any other document executed in accordance with this Trust Deed (as from time to time so altered) and expressed to be supplemental to this Trust Deed;

“Transaction Documents” means the Agency Agreement and this Trust Deed;

“trust corporation” means a trust corporation (as defined in the Law of Property Act 1925) or a corporation entitled to act as a Trustee pursuant to applicable foreign legislation relating to trustees; and

“Trustee Acts” means the Trustee Act 1925 and the Trustee Act 2000.

1.2

Construction of Certain References:

References to:

1.2.1

Liabilities, costs, charges, remuneration or expenses shall include any applicable value added tax, turnover tax or similar tax (“VAT”) charged in respect thereof;

1.2.2

“US dollars” and “U.S.$” shall be construed as references to the lawful currency for the time being of the United States of America;

1.2.3

any action, remedy or method of judicial proceedings for the enforcement of rights of creditors shall include, in respect of any jurisdiction other than England and Wales, references to such action, remedy or method of judicial proceedings for the enforcement of rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate thereto;

1.2.4

any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment;

1.2.5

“such approval not to be unreasonably withheld or delayed” or like references shall mean, when used in this Trust Deed, the Agency Agreement or the Conditions, in relation to the Trustee that, in determining whether to give consent or approval, the Trustee shall have due regard to the interests of Noteholders and any determination as to whether or not its consent or approval is unreasonably withheld or delayed shall be made on that basis; and

1.2.6

references in this Trust Deed to “reasonable” or “reasonably” and similar expressions relating to the Trustee and any exercise of power, opinion, determination or other similar matter shall be construed as meaning reasonable or reasonably (as the case may be) having due regard to, and taking into account the interests of, the Noteholders.

1.3

Conditions: Words and expressions defined in the Conditions and not defined in the main body of this Trust Deed shall when used in this Trust Deed (including the recitals) have the same meanings as are given to them in the Conditions.

1.4

Headings: Headings shall be ignored in construing this Trust Deed.

1.5

Schedules: The Schedules are part of this Trust Deed and shall have effect accordingly.

1.6

Modification etc. of Statutes: References to a statutory provision include that provision as from time to time modified or re-enacted whether before or after the date of this Trust Deed.

Amount of the Original Notes and Covenant to pay

2.1

Amount of the Original Notes: The aggregate principal amount of the Original Notes is limited to U.S.$1,250,000,000.

2.2

Covenant to pay: The Issuer will, on any date when any Original Notes become due to be redeemed, in accordance with this Trust Deed or the Conditions, unconditionally pay (or procure to be paid) to or to the order of the Trustee in US dollars in same day funds the principal amount of the Original Notes becoming due for redemption on that date and will (subject to the Conditions) until such payment (both before and after judgment) unconditionally so pay or procure to be paid to or to the order of the Trustee interest on the principal amount of the Original Notes outstanding as set out in the Conditions provided that (1) subject to the provisions of Clause 2.4, payment of any sum due in respect of the Original Notes made to or to the account of the Principal Paying, Transfer and Conversion Agent as provided in the Agency Agreement shall, to that extent, satisfy such obligation except to the extent that there is failure in its subsequent payment to the relevant Original Noteholders under the Conditions and (2) a payment made after the due date or pursuant to Condition 10 will be deemed to have been made when the full amount due has been received by the Trustee or the Principal Paying, Transfer and Conversion Agent and notice to that effect has been given to the Original Noteholders (if required under Clause 10.8) except to the extent that there is a failure in the subsequent payment to the relevant holders under the Conditions. The Trustee will hold the benefit of this covenant on trust for the Original Noteholders.

2.3

Discharge: Subject to Clause 2.4, any payment to be made in respect of the Notes by the Issuer or the Trustee may be made as provided in the Conditions and any payment so made will (subject to Clause 2.4) to such extent be a good discharge to the Issuer or the Trustee, as the case may be.

2.4

Payment after a Default: At any time after an Event of Default or a Potential Event of Default has occurred and is continuing the Trustee may:

2.4.1

by notice in writing to the Issuer and the Agents, require the Agents (or any of them), until notified by the Trustee to the contrary, so far as permitted by any applicable law:

(i)

to act thereafter as Agents of the Trustee under this Trust Deed and the Notes on the terms of the Agency Agreement (with consequential

amendments as necessary and except that the Trustee’s liability for the indemnification, remuneration and all other out-of-pocket expenses of the Agents will be limited to the amounts for the time being held by the Trustee in respect of the Notes on the terms of this Trust Deed) and thereafter to hold all Notes and/or Class A Shares received on conversion or settlement of the Notes or the Cash Conversion Amount or the Alternative Settlement Cash Amount, as the case may be, and all moneys, documents and records held by them in respect of Notes and/or Class A Shares to the order of the Trustee; or

(ii)

to deliver all Notes and/or Class A Shares received on conversion or settlement of the Notes or the Cash Conversion Amount or the Alternative Settlement Cash Amount, as the case may be, and all moneys, documents and records held by them in respect of the Notes and/or Class A Shares to the Trustee or as the Trustee directs in such notice provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation; and

2.4.2

by notice in writing to the Issuer require the Issuer to make all subsequent payments in respect of the Notes to, or to the order of, the Trustee and not to the Principal Paying, Transfer and Conversion Agent with effect from the issue of any such notice to the Issuer; and from then until such notice is withdrawn, proviso (1) to Clause 2.2 shall cease to have effect.

Form of the Original Notes

3.1

The Original Global Note: The Original Notes will be represented by the Original Global Note initially in the principal amount of U.S.$1,250,000,000 and the Issuer shall procure that appropriate entries be made in the Register of Noteholders by the Registrar to reflect the issue of such Original Notes. The Original Global Note will be delivered to and registered in the nominee name of a common depositary for Euroclear and Clearstream, Luxembourg. The Original Global Note will be exchangeable for Original Definitive Registered Notes as set out in the Original Global Note.

3.2

The Original Definitive Registered Notes: The Original Definitive Registered Notes may be printed or typed and need not be security printed unless otherwise required by applicable stock exchange requirements. The Original Definitive Registered Notes and Original Global Note will be in or substantially in the respective forms set out in Schedules 2 and 3. Original Definitive Registered Notes will be endorsed with the Conditions.

3.3

Signature: The Original Global Note and any Original Definitive Registered Note (if issued) will be signed manually or in facsimile by a director of the Issuer and will be authenticated by or on behalf of the Registrar. The Issuer may use the manual or facsimile signature of any person who is at the date of this Trust Deed a director of the Issuer even if at the time of issue of any Original Notes he no longer holds such office. Original Notes (including the Original Global Note) so executed and authenticated will be valid and binding obligations of the Issuer.

Stamp Duties and Taxes

4.1

Stamp Duties:

4.1.1

The Issuer will pay any capital, stamp, issue, registration and transfer taxes and duties (excluding, for the avoidance of doubt, capital gains tax or similar taxes on gains or profits) payable (i) in Belgium, Luxembourg, the Netherlands, the United States or the United Kingdom on or in respect of the creation, issue and initial offering of the Notes and the execution or delivery of this Trust Deed and (ii) in the Netherlands, the United States upon the issue or transfer and delivery of the Class A Shares on conversion of the Notes, other than those taxes or duties expressed to be payable by Noteholders directly to the relevant authorities pursuant to Condition 6(g).

4.1.2

The Issuer will also indemnify the Trustee and the Noteholders from and against all capital, stamp, issue, documentary registration and transfer taxes and duties (excluding, for the avoidance of doubt, capital gains tax or similar taxes on gains or profits) paid by any of them in any jurisdiction in relation to which the liability to pay arises directly as a result of any action taken by or on behalf of the Trustee or, as the case may be and where entitled under Condition 15 to do so, the Noteholders to enforce the obligations of the Issuer under this Trust Deed or the Notes.

4.2

Change of Taxing Jurisdiction: If the Issuer becomes subject generally to the taxing jurisdiction of any territory or any authority of or in that territory having power to tax other than or in addition to the Netherlands or the United States then the Issuer will (unless the Trustee otherwise agrees) give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to the terms of Condition 9 with the substitution for, or (as the case may require) the addition to, the references in that Condition to the Netherlands and the United States of references to that other territory or authority or additional territory or authority to whose taxing jurisdiction the Issuer has become so subject (provided that such undertaking shall be subject to such exceptions as reflect exceptions under the law of the relevant taxing jurisdiction and as are similar in scope and effect to those exceptions set out in Condition 9) and in such event this Trust Deed and the Notes will be read accordingly.

Further Issues

5.1

Liberty to Create: The Issuer may, from time to time without the consent of the Noteholders, create and issue Further Notes, either having the same terms and conditions in all respects (or in all respects except for the amount and due date for the first payment of interest thereon and the first date on which conversion rights may be exercised) as the Original Notes so that the same shall be consolidated and form a single series with the Original Notes, or (in any case) upon such terms as to interest, conversion, premium, redemption and otherwise as the Issuer may at the time of issue thereof determine.

5.2

Means of Constitution: Any Further Notes created and issued pursuant to the provisions of Clause 5.1 so as to form a single series with the Original Notes and/or

the Further Notes of any series shall be constituted by a deed supplemental to this Trust Deed and any other Further Notes of any series created and issued pursuant to the provisions of Clause 5.1 may be so constituted. The Issuer shall, prior to the issue of any Further Notes to be so constituted, execute and deliver to the Trustee a deed supplemental to this Trust Deed and containing a covenant by the Issuer in the form mutatis mutandis of Clause 2 of this Trust Deed in relation to such Further Notes and such other provisions (corresponding to any of the provisions contained in this Trust Deed) as the Trustee shall require.

5.3

Noting of Supplemental Deeds: A memorandum of every such supplemental deed shall be endorsed by the Trustee on this Trust Deed and by the Issuer on the duplicate(s) of this Trust Deed.

5.4

Notice of Further Issues: Whenever it is proposed to create and issue any Further Notes, the Issuer shall give to the Trustee not less than 14 days’ notice in writing of its intention to do so, stating the principal amount of Further Notes proposed to be created or issued.

Application of Moneys received by the Trustee

6.1

Declaration of Trust: All moneys received by the Trustee in respect of the Original Notes and any Further Notes forming a single series with the Original Notes or amounts payable under this Trust Deed will, regardless of any appropriation of all or part of them by the Issuer, be held by the Trustee upon trust to apply them (subject to Clause 6.2):

6.1.1

first, in payment of all fees, costs, charges, expenses and liabilities properly incurred by, or payable to, the Trustee (including remuneration and any indemnity amounts payable to it) and/or any Appointee in carrying out its or their functions under this Trust Deed;

6.1.2

secondly, in payment of any and all liabilities and charges and the properly incurred fees, costs and expenses incurred by or payable to the Agents and the Calculation Agent (including remuneration and other amounts payable to them) in carrying out their functions under the Agency Agreement and the Calculation Agency Agreement, respectively;

6.1.3

thirdly, in payment of any amounts owing in respect of the Original Notes and any Further Notes forming a single series with the Original Notes pari passu and rateably; and

6.1.4

fourthly, in payment of the balance (if any) to the Issuer for itself.

If the Trustee holds any moneys in respect of Original Notes and any Further Notes forming a single series with the Original Notes which have become void or in respect of which claims have become prescribed under the Conditions, the Trustee will hold them upon these trusts.

6.2

Accumulation: If the amount of the moneys at any time available for payment in respect of the Notes under Clause 6.1 is less than 10 per cent. of the principal amount of the Notes then outstanding, the Trustee may, at its discretion, invest such moneys. The Trustee may retain such investments and accumulate the resulting

income until the investments and the accumulations, together with any other funds for the time being under the control of the Trustee and available for such payment, amount to at least 10 per cent. of the principal amount of the Notes then outstanding whereupon such investments, accumulations and funds (after deduction of, or provision for, any applicable taxes) will be applied as specified in Clause 6.1.

6.3

Investment: Moneys held by the Trustee may be invested in the name, or under the control, of the Trustee in any investments or other assets anywhere, for the time being authorised by English law for the investment by trustees of trust monies, whether or not they produce income, or placed on deposit in the name or under the control of the Trustee at such bank or other financial institution and in such currency as the Trustee may, in its absolute discretion, think fit. If that bank or institution is the Trustee or a subsidiary, holding company or associated company of the Trustee, it need only account for an amount of interest equal to the standard amount of interest payable by it on such a deposit to an independent customer. The Trustee may at any time vary or transpose any such investments or assets for or into other such investments or assets or convert any moneys so deposited into any other currency, and will not be responsible to any person whatsoever for any loss occasioned thereby, whether by depreciation in value, fluctuation in exchange rates or otherwise.

Covenant to Comply

The Issuer hereby covenants with the Trustee that it will comply with and perform and observe all the provisions of this Trust Deed which are expressed to be binding on it. The Conditions shall be binding on each of the Issuer and the Noteholders. The Trustee shall be entitled to enforce the obligations of the Issuer under the Notes and the Conditions as if the same were set out and contained in this Trust Deed which shall be read and construed as one document with the Notes. The provisions contained in Schedule 1 shall have effect in the same manner as if herein set forth. The Trustee shall hold the benefit of this covenant upon trust for itself and the Noteholders according to its and their respective interests.

Conversion

8.1

Conversion Rights: The holder of each Note will have the right to convert such Note into Net Shares and the relevant Cash Conversion Amount at any time during the conversion period, as provided in Condition 6(a), subject to the right of the Issuer to make an Alternative Settlement Election and otherwise as provided in the Conditions.

8.2

Discharge of Conversion obligations: The issue or transfer and delivery of Net Shares and the payment of the Cash Conversion Amount (or, where an Alternative Settlement Election is made, the issue or transfer and delivery and/or payment of Class A Shares and the relevant Alternative Settlement Cash Amount as provided in the Conditions) following an exercise of Conversion Rights with respect to a Note and the performance by the Issuer of its obligations in respect of such exercise (including payment of any other amounts as provided in the Conditions) shall satisfy and constitute a discharge of the Issuer’s obligations in respect of such Note.

Covenants relating to Conversion

9.1

Covenants of the Issuer: The Issuer hereby undertakes to and covenants with the Trustee that so long as any Conversion Right remains exercisable, it will, save with the approval of an Extraordinary Resolution or with the approval of the Trustee where, in the Trustee’s opinion, it is not materially prejudicial to the interests of the Noteholders to give such approval, observe and perform all its obligations under the Conditions and this Trust Deed with respect to Conversion Rights and in addition it will:

9.1.1

Notice: As soon as practicable after the announcement of the terms of any event giving rise to an adjustment of the Conversion Price, give notice to the Noteholders in accordance with Condition 17 advising them of the date on which the relevant adjustment of the Conversion Price is likely to become effective and of the effect of exercising their Conversion Rights pending such date; and

9.1.2

Executive Director’s Certificate: Upon the happening of an event as a result of which the Conversion Price will be adjusted, as soon as reasonably practicable deliver to the Trustee a certificate signed by an executive director of the Issuer on behalf of the Issuer (which the Trustee shall be entitled to accept and rely on without further enquiry or liability to any person in respect thereof as sufficient evidence of the correctness of the matters referred to therein) setting forth brief particulars of the event, and the adjusted Conversion Price and the date on which such adjustment takes effect and in any case setting forth such other particulars and information as the Trustee may reasonably require.

Covenants

So long as any Note is outstanding, the Issuer covenants with the Trustee that it will:

10.1

Books of Account: keep, and procure that each Material Subsidiary keeps, proper books of account and, so far as permitted by applicable law, allow, and procure that each Material Subsidiary will allow, the Trustee and anyone appointed by the Trustee to whom the Issuer and/or the relevant Material Subsidiary has no reasonable objection, access to the books of account of the Issuer and/or the relevant Material Subsidiary, respectively, at all reasonable times during normal business hours subject to Clause 12.11;

10.2

Notice of Events of Default, etc.: notify the Trustee in writing; (a) immediately upon becoming aware of the occurrence of any Event of Default or Potential Event of Default or (b) in accordance with Condition 6(l), Fundamental Change Event, or, in accordance with Condition 6(m), Delisting Event, or in accordance with Condition 6(n), consolidation, amalgamation or merger, in each case, without waiting for the Trustee to take any further action;

10.3

Information: so far as permitted by applicable law, give or procure to be given to the Trustee such information and evidence as is necessary for the performance of its functions;

10.4

Financial Statements, etc.: send to the Trustee:

10.4.1

as soon as they become available, and in any event within such period as the annual financial statements are required to be provided to shareholders under the laws of the Netherlands, one copy of every balance sheet and profit and loss account;

10.4.2

within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act); and

10.4.3

as soon as reasonably practicable after the issue thereof, any report or other notice, statement or circular issued, or that legally or contractually should be issued, to the members (or creditors holding listed securities (or any class of them)) of the Issuer in their capacity as such;

10.5

Certificate of an Executive Director: send to the Trustee within 120 days after the end of each financial year of the Issuer (beginning with the financial year ending on December 31, 2020) and also within 14 days after any request by the Trustee a certificate of the Issuer in the form or substantially in the form set out in Schedule 5 signed by an executive director of the Issuer to the effect that, having made all reasonable enquiries, to the best of the knowledge, information and belief of such executive director as at a date (the “Certification Date”) being not more than seven days before the date of the certificate, no Event of Default or Potential Event of Default, breach of this Trust Deed, Fundamental Change Event, Delisting Event or consolidation, amalgamation or merger had occurred since the date of this Trust Deed or the Certification Date of the last such certificate (if any) or, if such an event had occurred, giving details of it;

10.6

Notices to Noteholders: send to the Trustee, at least four New York Business Days before the date of publication, a copy of the form of each notice to Noteholders (save for any notice given pursuant to Condition 6(f)) and, upon publication, one copy of each notice so published, such notice to be in a form approved, such approval not to be unreasonably withheld or delayed, in writing by the Trustee, (such approval, unless so expressed, not to constitute approval for the purpose of Section 21 of FSMA of any such notice which is a communication within the meaning of Section 21 of the FSMA). For the avoidance of doubt, a copy of any notice given pursuant to Condition 6(f) shall be provided to the Trustee in accordance with the Conditions;

10.7

Further Acts: so far as permitted by applicable law, do all such further things as may be necessary in the opinion of the Trustee to give effect to this Trust Deed;

10.8

Notice of late payment: forthwith upon request by the Trustee, give notice to the Noteholders of any unconditional payment to the Principal Paying, Transfer and Conversion Agent or the Trustee of any sum due in respect of the Notes made after the due date for such payment;

10.9

Listing and Trading: use its best endeavours to obtain the admission of the Original Notes to trading on an internationally recognised, regularly operating, regulated or

non-regulated stock exchange within 90 days following the Closing Date. Thereafter, and in respect of any Further Notes, the Issuer will use all reasonable endeavours to maintain such listing and admission to trading. If, however, the Issuer determines in good faith that it can no longer comply with its requirements for such listing, having used such endeavours, or if the maintenance of such listing or admission to trading is unduly onerous, the Issuer will instead use all reasonable endeavours to obtain and maintain a listing on such other stock exchange or admission to trading on such other securities market of the Notes as the Issuer may with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed) decide, and shall also upon obtaining a quotation or listing of the Notes on such other stock exchange or exchanges or securities market or markets as aforesaid, comply with the requirements of any such stock exchange or securities market;

10.10

Change in Agents: give not less than 30 days’ prior notice to the Trustee and the Noteholders in accordance with Condition 17 of any future appointment or any resignation or removal of any Agent or of any change by any Agent of its specified office or, if later, notice as soon as reasonably practicable after becoming aware thereof and not make any such appointment or removal without the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed);

10.11

Notes held by Issuer, etc.: send to the Trustee, as soon as reasonably practicable after being so requested by the Trustee, a certificate of the Issuer signed by an executive director of the Issuer setting out the total number of Notes which, at the date of such certificate, were held by or on behalf of the Issuer or its Subsidiaries and which had not been cancelled;

10.12

Early Redemption: give prior notice to the Trustee and the Noteholders of any proposed redemption pursuant to Condition 7(b) or 7(c) in accordance therewith;

10.13

Material Subsidiaries: give to the Trustee the following:

10.13.1

at the same time as sending the certificate referred to in Clause 10.5 above and, in any event, not later than 120 days after the end of the relevant financial year a certificate signed by an executive director of the Issuer as to which subsidiary undertakings of the Issuer were as at the last day of the last financial year Material Subsidiaries;

10.13.2

within 14 days of a request by the Trustee a certificate signed by an executive director of the Issuer as to which subsidiaries of the Issuer were as at the date specified in such request Material Subsidiaries; and

10.13.3

give to the Trustee, as soon as reasonably practicable, after the acquisition or disposal of any company which thereby becomes or ceases to be a Material Subsidiary or after any transfer is made to any Subsidiary which thereby becomes a Material Subsidiary, a certificate to such effect signed by an executive director of the Issuer,

and any certificate delivered to the Trustee under clauses 10.13.1 to 10.13.3 above shall, in the absence of manifest error be conclusive and binding on the Issuer, the Trustee and the Noteholders and the Trustee shall be entitled to act and rely on such certificate, without further enquiry and without liability to any person;

10.14

Authorised Signatories: upon the execution of this Trust Deed and thereafter promptly upon request by the Trustee, deliver to the Trustee (with a copy to the Principal Paying, Transfer and Conversion Agent) a list of the authorised signatories of the Issuer, together with specimen signatures of the same; and

10.15

Register: deliver or procure the delivery to the Trustee of an up-to-date copy of the Register in respect of the Notes, certified as being a true, accurate and complete copy, as soon as practicable following the date hereof and at such other times as the Trustee may reasonably require.

Remuneration and Indemnification of the Trustee

11.1

Normal Remuneration: So long as any Note is outstanding, the Issuer will pay to the Trustee by way of remuneration for its services as Trustee such sum as may from time to time be agreed between them. Such remuneration will accrue from day to day from the date of this Trust Deed and shall be payable in advance, annually as may be agreed between the Issuer and the Trustee. However, if any payment to a Noteholder of the moneys due in respect of any Note is improperly withheld or refused upon due surrender (if so required) of such Note, such remuneration will again accrue as from the date of such surrender (if so required) until payment to such Noteholder is duly made.

11.2

Extra Remuneration: At any time after the occurrence of an Event of Default or Potential Event of Default, the Issuer hereby agrees that the Trustee shall be entitled to be paid additional remuneration calculated at its normal hourly rates in force from time to time. In any other case, if the Trustee (a) finds it expedient or necessary in the interests of Noteholders or (b) is requested by the Issuer to undertake duties which the Trustee agrees to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under this Trust Deed, then the Issuer will pay such additional remuneration to the Trustee as may be agreed between them (and which may be calculated by reference to the Trustee’s normal hourly rates in force from time to time). For the avoidance of doubt any duties in connection with the granting of consents or waivers, concurring in modifications, substitution of the Issuer or enforcement, prior to or during the period post enforcement shall be deemed to be of an exceptional nature.

11.3

Remuneration in absence of agreement: Failing agreement as to any of the matters in Clause 11.2 (or as to such sums referred to in Clause 11.1), a financial institution or any other person (acting as an expert) selected by the Trustee and approved by the Issuer or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales, shall determine the matters in Clause 11.2 (or such sums referred to in Clause 11.1) (as applicable), the expenses involved in such selection and approval and the fee of the relevant financial institution or other person (acting as an expert) being borne by the Issuer. The determination of the relevant financial institution or other person (acting as an expert) will, be conclusive and binding on the Issuer, the Trustee and the Noteholders.

11.4

Expenses: The Issuer will also on demand by the Trustee pay or discharge all Liabilities (defined below) properly incurred by the Trustee and, if applicable, any

Appointee in relation to the preparation and execution of this Trust Deed and the carrying out and/or performance of its functions under this Trust Deed including, but not limited to, properly incurred and documented legal and travelling expenses paid or payable by the Trustee in connection with any action reasonably taken or contemplated by or on behalf of the Trustee or any Appointee for enforcing any obligation under this Trust Deed or the Notes or any other Transaction Document or resolving any doubt concerning, or for any other purpose in relation to, any of the Transaction Documents. “Liabilities” means any loss, liability, damage, charge, cost, fee, claim, action, demand, expense, judgment, proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any irrecoverable value added tax or similar tax charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis.

11.5

Payment of Expenses: All such Liabilities properly incurred and payments made by the Trustee will be payable or reimbursable by the Issuer on demand by the Trustee and:

11.5.1

in the case of payments made by the Trustee prior to such demand, will carry interest from the date on which the demand is made at the rate equal to the Trustee’s cost of funds on the date on which such payments were made by the Trustee; and

11.5.2

in all other cases, will carry interest at such rate from the date specified as the payment date in such demand.

11.6

Indemnity: Without prejudice to the right of indemnity by law given to trustees, the Issuer will on demand indemnify the Trustee and every Appointee and keep it or him indemnified against all Liabilities properly incurred by the Trustee and every Appointee in relation to the preparation and execution or purported execution of any of its or his trusts, powers, authorities and discretions and the performance of its or his duties under, and in any other manner in relation to, this Trust Deed or the Notes or any other Transaction Documents (including but not limited to all Liabilities incurred in disputing or defending any of the foregoing). The Contracts (Rights of Third Parties) Act 1999 applies to this Clause 11.6.

11.7

Provisions Continuing: The provisions of Clauses 11.4, 11.5 and 11.6 will continue in full force and effect in relation to the Trustee even if it may have ceased to be Trustee and not withstanding any termination or discharge of this Trust Deed.

11.8

Monies Payable: All monies paid to the Trustee by the Issuer under Clauses 4.1.2, 11 and 18.3 of this Trust Deed shall be made without set-off, counterclaim, deduction or withholding for or on account of Tax except as required by law. If the Issuer is required by law to make a deduction or withholding for or on account of Tax on a payment under Clauses 4.1.2, 11 and 18.3, the amount of the relevant payment shall be increased to an amount which (after making the deduction or withholding) leaves an amount equal to the sum which would have been received if no such deduction or withholding had been required to be made.

Provisions Supplemental to The Trustee Act 1925 and the Trustee Act 2000

12.1

Advice: The Trustee may act and/or rely on the opinion, report or advice of, or information obtained from, any lawyer, accountant, banker, financial adviser, financial institute, an Independent Adviser or other relevant expert and will not be responsible to anyone for any loss or liability occasioned by so acting and/or relying whether such advice is obtained by or addressed to the Issuer, the Trustee or any other person or contains a monetary or other limit on liability. Any such opinion, advice, report or information may be sent or obtained by letter, email or facsimile transmission and the Trustee will not be liable to anyone for acting in good faith on any opinion, advice, report or information purporting to be conveyed by such means even if it contains some error or is not authentic.

12.2

Trustee to Assume Due Performance: The Trustee need not notify anyone of the execution of this Trust Deed or any other Transaction Documents and shall be under no obligation to monitor the performance of the Issuer or any other party of their obligations under this Trust Deed or any other Transaction Documents, or do anything to ascertain whether any Event of Default, Potential Event of Default, Fundamental Change Event, Delisting Event or consolidation, amalgamation or merger has occurred and will not be responsible to Noteholders or any other person for any loss arising from any failure by it to do so. Until it has received written notice to the contrary, the Trustee may assume that no such event has occurred and that the Issuer and each other party are performing all their obligations under the Transaction Documents and the Notes.

12.3

Resolutions of Noteholders: The Trustee will not be responsible and shall have no liability whatsoever to any person for having acted in good faith upon a resolution purporting to have been passed at a meeting of Noteholders in respect of which minutes have been made and signed or upon any direction or request, including a written resolution or electronic consent made in accordance with Paragraph 20 of Schedule 4 even though it may later be found that there was a defect in the constitution of such meeting or the passing of such resolution or that such resolution was not valid or binding upon the Noteholders.

12.4

Reports: The Trustee is entitled to accept and rely without liability to any person for so relying on any report, confirmation or certificate where the Issuer procures delivery of the same pursuant to its obligation to do so under the Conditions or a provision hereof and such report, confirmation or certificate shall be conclusive and binding on the Issuer, the Trustee and the Noteholders in the absence of manifest error.

12.5

Certificate Signed by Director: The Trustee may call for and may accept as sufficient evidence of any fact or matter or of the expediency of any act a certificate of the Issuer signed by an executive director of the Issuer on behalf of the Issuer as to any fact or matter upon which the Trustee may, in the exercise of any of its functions, require to be satisfied or to have information to the effect that, in the opinion of the person or persons so certifying, any particular act is expedient and the Trustee need not call for further evidence and will not be responsible or liable to any person for any loss that may be occasioned by acting on any such certificate.

12.6

Deposit of Documents: The Trustee may appoint as custodian, on any terms, any bank or entity whose business includes the safe custody of documents or any lawyer or firm of lawyers believed by it to be of good repute and may deposit this Trust Deed and any other documents with such custodian and pay all sums due in respect thereof. The Trustee is not obliged to appoint a custodian of securities payable to bearer.

12.7

Discretion of Trustee: The Trustee will have absolute and uncontrolled discretion as to the exercise of its functions and will not be responsible for any loss, liability, cost, claim, action, demand, expenses or inconvenience which may result from their exercise or non-exercise.

12.8

Agents: Whenever it considers it expedient in the interests of the Noteholders, the Trustee may, in the conduct of its trust business, instead of acting personally, employ and pay an agent selected by it, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money).

12.9

Delegation: Whenever it considers it expedient in the interests of the Noteholders, the Trustee may delegate to any person and on any terms (including power to sub-delegate) all or any of its functions. Such delegation may be made on such terms (including power to sub-delegate) and subject to such conditions and regulations as the Trustee may in the interests of the Noteholders think fit.

12.10

Forged Notes: The Trustee will not be liable to the Issuer or any Noteholder by reason of having accepted as valid or not having rejected any entry in the Register or any Note purporting to be such and later found to be forged or not authentic nor shall it be liable for any action taken or omitted to be taken in reliance on any document, certificate or communication believed by it to be genuine and to have been presented or signed by the proper parties.

12.11

Confidentiality: Unless ordered to do so by a court of competent jurisdiction, the Trustee shall not be required to disclose to any Noteholder or any third party any confidential financial or other information made available to the Trustee by the Issuer and no Noteholder shall be entitled to take any action to obtain from the Trustee any such information.

12.12

Determinations Conclusive: As between itself and the Noteholders, the Trustee may determine all questions and doubts arising in relation to any of the provisions of this Trust Deed. Every such determination, whether made upon such a question actually raised or implied in the acts or proceedings of the Trustee, will be conclusive in the absence of manifest error and shall bind the Trustee and the Noteholders.

12.13

Currency Conversion: Where it is necessary or desirable in relation to this Trust Deed or the Conditions to convert any sum from one currency to another, it will (unless otherwise provided hereby or required by law) be converted at such rate or rates, in accordance with such method and as at such date as may reasonably be specified by the Trustee but having regard to current rates of exchange, if available. Any rate, method and date so specified will be binding on the Issuer and the Noteholders.

12.14

Events of Default: The Trustee may determine whether or not an Event of Default or Potential Event of Default is in its opinion capable of remedy and/or whether or not any event is in its opinion materially prejudicial to the interests of the Noteholders. Any such determination will be conclusive and binding upon the Issuer and the Noteholders.

12.15

Payment for and Delivery of Notes: The Trustee will not be responsible for the receipt or application by the Issuer of the proceeds of the issue of the Notes or the exchange of the Original Global Note for Original Definitive Registered Notes or the delivery of the Original Global Note or any Original Definitive Registered Note to the person(s) entitled to it or them.

12.16

Notes held by the Issuer, etc.: In the absence of actual knowledge or express notice to the contrary, the Trustee may assume without enquiry (other than requesting a certificate of the Issuer under Clause 10.11) that no Notes are for the time being held by or on behalf of the Issuer or its Subsidiaries.

12.17

Interests of Noteholders: In connection with the exercise of its powers, trusts, authorities or discretions (including, but not limited to, those in relation to any proposed modification, waiver or authorisation of any breach or proposed breach of any of the Conditions or any of the provisions of this Trust Deed or any proposed substitution in accordance with Clause 16.2 or any determination to be made by it under this Trust Deed), the Trustee shall have regard to the general interests of the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders nor to circumstances particular to individual Noteholders (whatever their number) and, in particular, but without prejudice to the generality of the foregoing, shall not have regard to the consequences of any such exercise for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or otherwise to the tax consequences thereof and the Trustee shall not be entitled to require, nor shall any Noteholder be entitled to claim from the Issuer or the Trustee, any indemnification or payment of any Tax arising in consequence of any such exercise upon individual Noteholders except to the extent provided for in Condition 9 and/or in any undertakings given in addition thereto or in substitution therefor pursuant to this Trust Deed. For the avoidance of doubt, the Trustee shall not at any time have regard to the interests of the holders of Class A Shares.

12.18

No Responsibility for Share Value: The Trustee shall not at any time be under any duty or responsibility to or have any liability to any Noteholder or to any other person to (i) monitor or take any steps to ascertain whether a Conversion Right is exercisable or whether any facts exist or may exist, which may require an adjustment to the Conversion Price or (ii) review either the nature or extent of any such adjustment when made or the method employed in making any such adjustment pursuant to the provisions of this Trust Deed or (iii) make or verify any calculations or determination made as to the number of Class A Shares or the methodology used therefor and will not be responsible or liable to any person for any loss occasioned thereby. The Trustee shall not at any time be under any duty or responsibility or liability in respect of the validity or value (or the kind or amount)

of any Class A Shares or other shares or any other Securities or property, which may at any time be made available or delivered in the exercise of any Conversion Right and it makes no representation with respect thereto. The Trustee shall not be responsible or liable to any person for any failure of the Issuer to deliver any Class A Shares or other shares or share certificates or other securities or any other amounts (including but without limitation any Cash Conversion Amount and/or Alternative Settlement Cash Amount) in respect of any Note or of the Issuer to comply with any of the covenants contained in this Trust Deed.

12.19

Nominees: In relation to any asset held by it under this Trust Deed, the Trustee may appoint any person to act as its nominee on any terms.

12.20

Breach of Undertakings: The Trustee assumes no responsibility for ascertaining whether or not (i) a breach of any of the undertakings in Condition 11 shall have occurred or (ii) any such breach shall have been rectified or (iii) any adjustment falls to be made to the Conversion Price as a result thereof and shall have no liability to any person for not so doing. Unless and until the Trustee has written notice of any of the above events it shall be entitled to assume that no such event has occurred. The Trustee shall not be liable for any loss arising from any determination or calculation made pursuant to the Conditions or from any failure or delay in making any such determination or calculation.

12.21

Responsibility for agents, etc.: If the Trustee exercises reasonable care in selecting any custodian, agent, delegate or nominee appointed under this Trust Deed (an “Appointee”), it will not have any obligation to supervise the Appointee or to be responsible for any loss, liability, cost, claim, action, demand or expense incurred by anyone whatsoever by reason of the Appointee’s misconduct or default or the misconduct or default of any substitute appointed by the Appointee.

12.22

Clearing Systems: The Trustee may call for any certificate or other document to be issued by Euroclear or Clearstream, Luxembourg or any other relevant clearing system in relation to any matter. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the holder of a particular principal amount of Notes is clearly identified together with the amount of such holding. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by Euroclear or Clearstream, Luxembourg and subsequently found to be forged or not authentic.

12.23

Legal Opinions: The Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to the Notes or for checking or commenting upon the content of any such legal opinion and shall not be responsible for any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever incurred thereby. The Trustee shall be entitled to call for and rely upon (without liability to any person), and the Issuer shall

be obliged to procure the delivery of, legal opinions addressed to the Trustee dated the date of such delivery and in a form and content acceptable to the Trustee.

12.24

Illegality, etc: Notwithstanding anything else contained in this Trust Deed or any other Transaction Document, the Trustee shall refrain from doing anything which may, in the opinion of the Trustee, (i) be illegal or contrary to applicable law, directive or regulation of any agency of any state which would or might otherwise render it liable to any person and may do anything which in its opinion, is necessary to comply with any such law, directive or regulation; or (ii) cause it to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties or in the exercise of any right, authority, power or discretion under the Transaction Documents, or suffer any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever, if it shall have reasonable grounds for believing that repayment and/or prepayment of such funds or adequate indemnity and/or security and/or prefunding against such risk or loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever is not assured to it.

12.25

Investigation: The Trustee shall not be responsible for, or for investigating any matter which is the subject of, any recital, statement, representation, warranty or covenant of any person contained in this Trust Deed, or any other agreement or document relating to the transactions contemplated in these presents or under such other agreement or document.

12.26

Not Bound to Act: Notwithstanding anything else contained in this Trust Deed, the Trustee shall not be bound to take any action or step or proceeding or exercise any right, power, authority or discretion vested in it under this Trust Deed or any other agreement relating to the transactions herein contemplated including, but not limited to forming an opinion or employing a financial adviser until it has been indemnified and/or secured and/or prefunded to its satisfaction and may demand prior to taking any such steps, action or proceedings that there be paid to it in advance such sums as it reasonably considers (without prejudice to any further demand) shall be sufficient so as to indemnify and/or secure and/or prefund it and on such demand being made on the Issuer, the Issuer shall be obliged to make payment of all such sums in full. The Trustee shall not be liable to any person whatsoever for any loss occasioned by it not acting unless and until it shall have been so indemnified and/or secured and/or prefunded to its satisfaction.

12.27

Refrain from action: In relation to any discretion to be exercised or action, step or proceeding to be taken by the Trustee under this Trust Deed, the Notes or the Agency Agreement, the Trustee may, at its discretion and without further notice, or shall, if it has been so directed by an Extraordinary Resolution of Noteholders or so requested in writing by the holders of at least one-quarter in principal amount of Notes then outstanding (where relevant), exercise such discretion or take such action, step or proceeding, provided that, in either case, the Trustee shall not be obliged to exercise such discretion or take such action, step or proceeding unless it shall have been indemnified and/or secured and/or prefunded to its satisfaction and provided that the Trustee shall not be held liable for the consequences of exercising or not exercising its discretion or taking or not taking any such action, step or

proceeding and may do so without having regard to the effect of such action, step or proceeding on individual Noteholders.

12.28

Experts and Auditors: Any confirmation, certificate or report of accountants, financial advisers, investment bank, Independent Advisers or other experts called for by or provided to the Trustee (whether or not addressed to the Trustee) in accordance with or for the purposes of this Trust Deed may be relied upon by the Trustee (without liability to any person) as sufficient evidence of the facts stated therein notwithstanding that such certificate or report and/or any engagement letter or other document entered into by the Trustee or any other person in connection therewith contains a monetary or other limit on the liability of such expert or such other person in respect thereof and notwithstanding that the scope and/or basis of such certificate or report may be limited by any engagement or similar letter or by the terms of the certificate or report itself.

12.29

Independent Adviser: If the Issuer fails to select an Independent Adviser when required to do so pursuant to the Conditions and such failure continues for a reasonable period (as determined by the Trustee in its sole discretion), the Trustee may following notification thereof to the Issuer do so but shall not be obliged to do so unless it is indemnified and/or secured and/or prefunded to its satisfaction against all losses, liabilities, costs, fees and expenses incurred in doing so, including those of the Independent Adviser itself. The Trustee has no responsibility for the accuracy or otherwise of any determination made by an Independent Adviser pursuant to the Conditions.

12.30

Execution and Enforceability: The Trustee shall not be responsible for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of this Trust Deed or any other document relating or expressed to be supplemental thereto and shall not be liable for any failure to obtain any licence, consent or other authority for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of this Trust Deed or any other document relating or expressed to be supplemental thereto.

12.31

Error of Judgement: The Trustee shall not be in any way responsible for any liability incurred by reason of any error of judgment made in good faith by any of its employees or agents.

12.32

FSMA: Notwithstanding anything in this Trust Deed or any other Transaction Document to the contrary, the Trustee shall not do, or be authorised or required to do, anything which might constitute a regulated activity for the purposes of the FSMA unless it is authorised under FSMA to do so. The Trustee shall have discretion at any time: (i) to delegate any of the functions which fall to be performed by an authorised person under FSMA to any other agent or person which also has the necessary authorisations and licenses; and (ii) to apply for authorisation under FSMA and perform any or all such functions itself if, in its absolute discretion, it considers it necessary, desirable or appropriate to do so. Nothing in this Trust Deed shall require the Trustee to assume an obligation of the Issuer arising under any

provisions of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority).

12.33

Personal Data: Notwithstanding the other provisions of the Transaction Documents, the Trustee may collect, use and disclose personal data about the parties (if any are an individual) or individuals associated with the Issuer and/or other parties, so that the Trustee can carry out its obligations to the Issuer and/or the other parties and for other related purposes, including auditing, monitoring and analysis of its business, fraud and crime prevention, money laundering, legal and regulatory compliance by the Trustee or members of the Trustee’s corporate group of other services. The Trustee may also transfer the personal data to any country (including countries outside the European Economic Area where there may be less stringent data protection laws) to process information on the Trustee’s behalf.

12.34

No Duty to Monitor: The Trustee shall not be under any duty to monitor whether any event or circumstance has happened or exists or may happen or exist and which requires or may require an adjustment to be made to the Conversion Price and will not be responsible or liable to any person for any loss arising from any failure or delay by it to do so, nor shall the Trustee be responsible or liable to any person for any determination of whether or not an adjustment to the Conversion Price is required or should be made nor as to the determination or calculation of any such adjustment.

The Trustee shall not be required to take any steps to monitor or ascertain whether a Fundamental Change Event, a Delisting Event, consolidation, amalgamation or merger or any event or circumstance which could lead to a Fundamental Change Event, a Delisting Event or a consolidation, amalgamation or merger has occurred or may occur and will not be responsible or liable to Noteholders or any other person for any loss arising from any failure or delay by it to do so.

12.35

No Responsibility for Rating: The Trustee will have no responsibility for the obtaining or maintenance of any rating of the Notes by a rating agency or any other person.

12.36

Rating Agency Affirmation: The Trustee shall be entitled to assume, without further investigation or inquiry, for the purpose of exercising or performing any right, power, trust, authority, duty or discretion under or in relation to this Trust Deed or any other related document (including, without limitation, any consent, approval, modification, waiver, authorisation or determination), that such exercise will not be materially prejudicial to the interests of the Noteholders, if any rating agency then rating the outstanding Notes has confirmed in writing (whether or not such confirmation is addressed to, or provides that it may be relied upon by, the Trustee and irrespective of the method by which such confirmation is conveyed) that the then current rating by it of the outstanding Notes would not be adversely affected or withdrawn in connection therewith.

12.37

Rating Agency Reports: The Trustee shall be entitled to request any information or report provided by any rating agency whether addressed to the Trustee or any other person, subject to any confidentiality restrictions placed on such reports by any rating agency.

12.38

Withholding Tax by the Trustee: Notwithstanding anything contained herein, to the extent required by any applicable law, if the Trustee is required to make any deduction or withholding for or on account of Tax from any distribution or payment made by it under this Trust Deed or if the Trustee is otherwise charged to, or may become liable to, Tax as a consequence of performing its duties under this Trust Deed and whether by reason of any assessment, prospective assessment or other imposition of liability to taxation of whatsoever nature and whensoever made upon the Trustee, and whether in connection with or arising from any sums received or distributed by it or to which it may be entitled under this Trust Deed or any Notes from time to time representing the same, including any income or gains arising therefrom, or any action of the Trustee in or about the administration of the trusts hereunder or otherwise, in any case other than any Tax generally payable by the Trustee on its income, then the Trustee shall be entitled to make such deduction or withholding or (as the case may be) to retain out of sums received by it in respect of this Trust Deed an amount sufficient to discharge any liability to Tax which relates to sums so received or distributed or to discharge any such other liability of the Trustee to Tax from the funds held by the Trustee on the trusts hereunder and, in respect of any such deduction or withholding, the Trustee shall account to the relevant authorities for the amount so withheld or deducted and shall provide the Issuer with appropriate evidence or documentation showing that such amount has been duly paid to the relevant authorities.

12.39

Notice of Possible Withholding Under FATCA: The Issuer shall notify the Trustee if it determines that any payment to be made by the Trustee under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 12.39 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, any Notes or both.

12.40

Issuer Right to Redirect: If that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with the Agency Agreement and this Trust Deed. The Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 12.40.

12.41

Material Subsidiaries: A certificate delivered to the Trustee under Clause 10.13 in relation to any Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on the Issuer, the Trustee and the Noteholders and the Trustee shall be entitled to act and rely on such certificate, without further enquiry and without liability to any person.

12.42

Determinations by Trustee: When determining whether an indemnity or any security or pre-funding is satisfactory to it, the Trustee shall be entitled (i) to evaluate its risk in any given circumstance by considering the worst-case scenario and (ii) to require that any indemnity or security or prefunding given to it by the Noteholders or any of them or any other person be given on a joint and several basis and be supported by evidence satisfactory to it as to the financial standing and creditworthiness of each counterparty and/or as to the value of the security and an opinion as to the capacity, power and authority of each counterparty and/or the validity and effectiveness of the indemnity, security and/or prefunding.

Trustee Liability

13.1

Trustee Liability: Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by this Trust Deed, subject to Sections 750 and 751 of the Companies Act 2006 (if applicable) provided that if the Trustee fails to show the degree of care and diligence required of it as trustee, nothing in this Trust Deed shall relieve or indemnify it from or against any liability which would otherwise attach to it in respect of any fraud, gross negligence or wilful misconduct of which it may be guilty. Where there are any inconsistencies between the Trustee Acts and the provisions of this Trust Deed, the provisions of this Trust Deed shall prevail to the extent allowed by law. In the case of an inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall take effect as a restriction or exclusion for the purposes of that act.

13.2

Consequential loss: Any liability of the Trustee arising under the Transaction Documents shall be limited to the amount of actual loss suffered (such loss shall be determined as at the date of default of the Trustee or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Trustee at the time of entering into the Transaction Documents, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall the Trustee be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for indirect, special, punitive or consequential damages, whether or not the Trustee has been advised or was aware of the possibility of such loss or damages and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise.

Enforcement, Waiver and Proof of Default

14.1

Waiver: The Trustee may, without the consent of the Noteholders and without prejudice to its rights in respect of any subsequent breach, from time to time and at any time, if in its opinion the interests of the Noteholders will not be materially prejudiced thereby, waive or authorise, on such terms and conditions as seem expedient to it, any breach or proposed breach by the Issuer of the Conditions or any of the provisions of this Trust Deed, any trust deed supplemental to this Trust Deed, the Agency Agreement and any agreement supplemental to the Agency Agreement or the Notes or determine without any such consent as aforesaid that any Event of Default or Potential Event of Default will not be treated as such provided that the Trustee will not do so in contravention of any express direction

given by an Extraordinary Resolution or a request made pursuant to Condition 10 but no such direction or request will affect any previous waiver, authorisation or determination. Any such waiver, authorisation or determination will be binding on the Noteholders and will be notified by the Issuer to the Noteholders as soon as practicable.

14.2

Proof of Default: If it is proved that as regards any specified Note the Issuer has made default in paying any sum due to the relevant Noteholder, such proof will (unless the contrary be proved) be sufficient evidence that the same default has been made as regards all other Notes which are then payable.

14.3

Enforcement: The Trustee may, at any time at its discretion and without further notice, take such steps, actions or proceedings against the Issuer as it may think fit to recover any amounts due in respect of the Notes and to enforce the provisions of this Trust Deed or the Conditions, but it will not be bound to take any such steps, actions or proceedings unless (a) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least one quarter in principal amount of the Notes then outstanding and (b) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction and provided that the Trustee shall not be held liable for the consequence of taking or refraining from taking any such action, step or proceedings and may take such action, step or proceedings without having regard to the effect of such action on individual Noteholders. Only the Trustee may enforce the provisions of the Notes or this Trust Deed and no Noteholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.

Trustee not precluded from entering into Contracts

The Trustee, associated companies and any other person, whether or not acting for itself may acquire, hold or dispose of, any Note or any Class A Shares or other Securities (or any interest therein) of the Issuer or any other person with the same rights as it would have had if the Trustee were not Trustee and may enter into or be interested in any contracts or transactions with the Issuer or any such person and may act as depositary, trustee or agent or in any other capacity for, or on any committee or body of holders of, any Securities issued or guaranteed by, or related to the Issuer or any such person and will not be liable to account for any profit.

Modification and Substitution

16.1

Modification: The Trustee may agree without the consent of the Noteholders to (i) any modification to the Conditions or the provisions of this Trust Deed, any trust deed supplemental to this Trust Deed, the Agency Agreement and any agreement supplemental to the Agency Agreement or the Notes which in its opinion is of a formal, minor or technical nature or which is made to correct a manifest error or to comply with mandatory provisions of law and (ii) any other modification to the Conditions or the provisions of this Trust Deed, any trust deed supplemental to this Trust Deed, the Agency Agreement and any agreement supplemental to the Agency Agreement or the Notes (but such power does not extend to any such modification

as is mentioned in the proviso to paragraph 17.8 of Schedule 4) which is in its opinion not materially prejudicial to the interests of the Noteholders. Any such modification shall be binding on the Noteholders and such modification shall be notified by the Issuer to the Noteholders promptly in accordance with Condition 17.

16.2

Substitution:

Subject to Clause 16.5 below:

16.2.1

In the event of a Newco Scheme (as defined in Condition 3), the Issuer shall take (or shall procure that there is taken) all necessary action to ensure that (to the satisfaction of the Trustee) immediately after completion of the Scheme of Arrangement (as defined in Condition 3):

(i)

at the Issuer’s option, either (a) Newco (as defined in Condition 3) is substituted under this Trust Deed and the Notes as principal obligor in place of the Issuer (with the Issuer providing an unconditional and irrevocable guarantee to the satisfaction of the Trustee in respect of the obligation of Newco under the Notes and the Trust Deed) subject to and as provided below or (b) Newco provides an unconditional and irrevocable guarantee to the satisfaction of the Trustee in respect of the obligations of the Issuer under this Trust Deed and the Notes; and

(ii)

such amendments are made to this Trust Deed, the Conditions and the Notes as are necessary, in the opinion of the Trustee, to ensure that the Notes may be converted into or exchanged for cash and/or ordinary shares, or units or the equivalent, in Newco (or depositary or other receipts or certificates representing ordinary shares or units or the equivalent in Newco) mutatis mutandis in accordance with and subject to this Trust Deed, the Conditions and the Notes (and the Trustee shall (at the expense of the Issuer) be obliged to concur in effecting such substitution or grant of such guarantee and in either case making any such amendments, provided that the Trustee shall not be obliged so to concur if, in the opinion of the Trustee, doing so would impose more onerous obligations, responsibilities or duties upon it or expose it to further liabilities or reduce its protections), and this Trust Deed and the Conditions provide at least the same powers, protections, rights and benefits to the Trustee and the Noteholders following the implementation of such Scheme of Arrangement as they provided to the Trustee and the Noteholders prior to implementation of the Scheme of Arrangement mutatis mutandis; and

(iii)

the ordinary shares or units or equivalent of Newco (or depositary or other receipts or certificates representing ordinary shares or units or the equivalent in Newco) are (a) admitted to the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) or (b) admitted to listing on another regulated, regularly operating, recognised stock exchange or securities market,

and subject to the foregoing the Trustee shall, without the consent of the Noteholders, agree to such substitution of Newco.

16.2.2

Any substitution made pursuant to this Clause shall be binding on the Noteholders and must be notified promptly to the Noteholders in accordance with Condition 17.

16.3

Release of Substituted Issuer: Any such agreement by the Trustee pursuant to Clause 16.2 will, if so expressed, operate to release the Issuer (or any such previous substitute) from any or all of its obligations under this Trust Deed and the Notes. Not later than 14 days after the execution of any such documents and after compliance with such requirements, notice of the substitution will be given to the Noteholders by Newco.

16.4

Completion of Substitution: Upon the execution of such documents and compliance with such requirements Newco will be deemed to be named in this Trust Deed and on the Notes as the principal debtor in place of the Issuer (or of any previous substitute under Clause 16.2) or as a guarantor, as the case may be, and this Trust Deed and the Notes will be deemed to be modified in such manner as shall be necessary to give effect to the substitution.

16.5

No Obligations to Act

The Trustee shall not be obliged to agree to any such substitution and/or any related or consequential amendments or any other amendment referred to in the foregoing provisions of this Clause 16 which, in the sole opinion of the Trustee, would have the effect of (a) exposing the Trustee to any liability against which it has not been indemnified and/or secured and/or prefunded to its satisfaction or (b) increasing the obligations or duties, or decreasing the protections, of the Trustee in the Transaction Documents and/or the Conditions.

Appointment, Retirement and Removal of the Trustee

17.1

Appointment: Subject as provided in Clause 17.2 below, and subject to obtaining any consents or approvals as may be required by the laws or regulations of the Netherlands, the Issuer has the power of appointing a new trustee or trustees but no person will be so appointed unless previously approved by an Extraordinary Resolution. A trust corporation will at all times be a Trustee and may be the sole Trustee. Any appointment of a new Trustee will be notified by the Issuer to the Noteholders and the Principal Paying, Transfer and Conversion Agent as soon as reasonably practicable.

17.2

Retirement and Removal: Any Trustee may retire at any time on giving not less than three months’ notice in writing to the Issuer without giving any reason and without being responsible for any costs (which costs shall be borne by the Issuer) occasioned by such retirement and the Noteholders may by Extraordinary Resolution remove any Trustee provided that the retirement or removal of any sole trustee or sole trust corporation will not become effective until a trust corporation is appointed as successor Trustee. If a sole trustee or sole trust corporation gives notice of retirement or an Extraordinary Resolution is passed for its removal under this Clause, the Issuer will use all reasonable endeavours to procure that another trust corporation be appointed as Trustee but if it fails to do so before the expiry of such three month notice period, the Trustee shall have the power to appoint a new Trustee with all the costs of such appointment being borne by the Issuer.

17.3

Co-Trustees: The Trustee may, notwithstanding Clause 17.1, by prior notice in writing to the Issuer appoint anyone to act as an additional Trustee jointly with the Trustee:

17.3.1

if the Trustee considers such appointment to be in the interests of the Noteholders; or

17.3.2

for the purpose of conforming with any legal requirement, restriction or condition in any jurisdiction in which any particular act is to be performed; or

17.3.3

for the purpose of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction against the Issuer of either a judgment already obtained or any of the provisions of this Trust Deed.

Subject to the provisions of this Trust Deed, the Trustee may confer on any person so appointed such functions as it thinks fit. The Trustee may, by notice in writing to the Issuer and such person, remove any person so appointed. At the request of the Trustee, the Issuer will do all things as may be required to perfect such appointment or removal and each of them irrevocably appoints the Trustee to be its attorney in its name and on its behalf to do so.

17.4

Competence of a Majority of Trustees: If there are more than two Trustees the majority of such Trustees will (provided such majority includes a trust corporation) be competent to carry out all or any of the Trustee’s functions.

17.5

Merger: Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Clause 17, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Currency Indemnity

18.1

Currency of Account and Payment: US dollars (the “Contractual Currency”) is the sole currency of account and payment for all sums payable by the Issuer under or in connection with this Trust Deed and the Notes, including damages.

18.2

Extent of Discharge: An amount received or recovered in a currency other than the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, bankruptcy, winding-up or dissolution of the Issuer or otherwise) by the Trustee or any Noteholder in respect of any sum expressed to be due to it from the Issuer will only discharge the Issuer to the extent of the Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

18.3

Indemnity: If that Contractual Currency amount is less than the Contractual Currency amount expressed to be due to the recipient under this Trust Deed or the Notes, the Issuer will indemnify the recipient against any loss sustained by it as a

result. In any event, the Issuer will indemnify the recipient against the cost of making any such purchase.

18.4

Indemnity separate: The indemnities in this Clause 18 and in Clause 11.6 constitute separate and independent obligations from the other obligations in this Trust Deed, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by the Trustee and/or any Noteholder and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Trust Deed, the Notes or any other judgment or order.

Communications

19.1

Modes of Communication: Any communication shall be by letter, email or facsimile transmission:

in the case of the Issuer, to the Issuer at:

Address:

Yandex N.V.

Schiphol Boulevard 165

1118 BG Schiphol
The Netherlands

Email:

Attention:

abovsky@yandex-team.ru

Chief Executive Officer

with a copy to:

Address:

Timothy Corbett, Esq.

Morgan, Lewis & Bockius UK LLP

Condor House

5-10 St Paul’s Churchyard

London EC4M 8AL

United Kingdom

Fax no.:

Attention:

+44 20 3201 5001
Timothy.corbett@morganlewis.com

Timothy Corbett, Esq.

and in the case of the Trustee, to it at:

Address:

BNY Mellon Corporate Trustee Services Limited
One Canada Square
London E14 5AL
United Kingdom

Fax No.:

Email:

Attention:

+44 (0) 207 964 2536

corpsov2@bnymellon.com

Trustee Administration Manager

or to such other address, email, facsimile number or attention details as shall have been notified (in accordance with this Clause) to the other parties hereto.

Communications will take effect, in the case of a letter, when delivered, in the case of email, when the relevant receipt of such email communication being read is given, or where no read receipt is requested by the sender, at the time of sending provided that no delivery failure notification is received by the sender within 24 hours of sending such email communication, and in the case of a fax, when the relevant delivery receipt is received by the sender; provided that any communication which is received (or deemed to take effect in accordance with the foregoing) after 5:00pm on a business day or on a non-business day in the place of receipt shall be deemed to take effect at the opening of business on the next following business day in such place. Any communication delivered to any party under this Trust Deed which is to be sent by fax or email will be written legal evidence.

19.2

Communications:

In no event shall the Trustee or any other entity of The Bank of New York Mellon Group be liable for any Losses arising to the Trustee or any other entity of The Bank of New York Mellon Group receiving or transmitting any data from the Issuer, any Authorised Person or any party to the transaction via any non-secure method of transmission or communication, such as, but without limitation, by facsimile or email.

The parties hereto accept that some methods of communication are not secure and the Trustee or any other entity of The Bank of New York Mellon Group shall incur no liability for receiving Instructions via any such non-secure method. The Trustee or any other entity of The Bank of New York Mellon Group is authorised to comply with and rely upon any such notice, Instructions or other communications believed by it to have been sent or given by an Authorised Person or an appropriate party to the transaction (or authorised representative therefore). The Issuer or any authorised officer of the Issuer shall use all reasonable endeavours to ensure that Instructions transmitted to the Trustee or any other entity of The Bank of New York Mellon Group pursuant to this Trust Deed are complete and correct. Any Instructions shall be conclusively deemed to be valid Instructions from the Issuer or any authorised officer of the Issuer to the Trustee or any other entity of The Bank of New York Mellon Group for the purposes of this Trust Deed.

In this Clause, the following terms shall have the following meanings:

“Authorised Person” means any person who is designated in writing by the Issuer from time to time to give instructions to the Trustee under the terms of this Trust Deed;

“Instructions” means any written notices, directions or instructions received by the Trustee from an Authorised Person or from a person reasonably believed by the Trustee to be an Authorised Person;

“Losses” means any and all claims, losses, liabilities, damages, costs, expenses and judgements (including legal fees and expenses) sustained by either party; and

“The Bank of New York Mellon Group” means The Bank of New York Mellon and any company or other entity of which The Bank of New York Mellon is directly or

indirectly a shareholder or owner. For the purposes of this Trust Deed, each branch of The Bank of New York Mellon shall be a separate member of The Bank of New York Mellon Group.

Purchase or Redemption by the Issuer of Class A Shares

20.1

The Issuer may exercise such rights as it may from time to time enjoy to purchase or redeem Class A Shares without the consent of the Noteholders.

Governing Law and Arbitration

21.1

Governing Law: This Trust Deed, the Notes, the Conditions and any non-contractual obligations arising out of or in connection with them shall be governed by, and shall be construed in accordance with, English law.

21.2

Arbitration:

21.2.1

Any dispute, claim or difference of whatever nature arising out of or in connection with this Trust Deed, the Notes and/or the Conditions (including a dispute regarding the existence, validity or termination of this Trust Deed, the Notes and/or the Conditions or the consequences of their nullity and/or this Clause ‎21.2, or a dispute relating to non-contractual obligations arising out of or in connection with this Trust Deed, the Notes and/or the Conditions) (a “Dispute”) shall be referred to and finally resolved by arbitration administered by the London Court of International Arbitration (“LCIA”) under the rules of the LCIA (the “Rules”), which Rules are deemed incorporated by reference into this Trust Deed, as amended herein. This arbitration agreement shall be governed by, and shall be construed in accordance with, English law.

21.2.2

The arbitral tribunal shall consist of three arbitrators. The claimant(s), irrespective of number, shall nominate jointly one arbitrator in the request for arbitration. The respondent(s), irrespective of number, shall nominate jointly the second arbitrator within 30 days of receipt of the request for arbitration (or, in the case of multiple respondents, within 30 days of receipt of the request for arbitration by the first respondent). The third arbitrator, who shall serve as Chairman, shall be nominated by agreement of the two party-nominated arbitrators (in consultation with their appointing parties). Failing such agreement within 15 days of the confirmation of the appointment of the second arbitrator, the third arbitrator shall be appointed by the LCIA as soon as possible at the written request of any party. For the avoidance of doubt, the parties to this Trust Deed irrevocably agree, for the purpose of Article 8.1 of the Rules, that the claimant(s), irrespective of number, and the respondent(s), irrespective of number, shall constitute two separate sides for the formation of the arbitral tribunal.

21.2.3

In the event that the claimant(s) or the respondent(s) fail to nominate an arbitrator in accordance with the Rules within the time period stipulated, such arbitrator shall be nominated by the LCIA within 15 days of a written request from any party.

21.2.4

The seat of arbitration shall be London, England and the language of the arbitration shall be English.

21.2.5

If more than one arbitration is commenced under this Trust Deed, the Notes and/or the Conditions, and any party to any such arbitration contends that two or more such arbitrations are so closely connected that it is expedient for them to be resolved in one set of proceedings, the arbitral tribunal appointed in the first filed of such proceedings (the “First Tribunal”) shall have the power to determine, provided no date for the hearing on the merits of the Dispute in any such arbitrations has been fixed, that the proceedings shall be consolidated. Each party to this Trust Deed hereby irrevocably agrees and consents to being joined in such consolidated proceedings with any other party to this Trust Deed, and/or with any party to the Notes and/or the Conditions irrespective of whether they are also a party to this Trust Deed.

21.2.6

The tribunal in such consolidated proceedings shall be selected as follows:

(i)

the parties to the consolidated proceedings shall agree on the composition of the tribunal; or

(i)

failing such agreement within 30 days of consolidation being ordered by the First Tribunal, the LCIA shall appoint all members of the tribunal within 30 days of a written request by any of the parties to the consolidated proceedings.

1.2.1

The parties hereby exclude the jurisdiction of the courts under Sections 45 and 69 of the Arbitration Act 1996.

1.3

To the extent that the Issuer may now or hereafter be entitled, in any jurisdiction in which any legal action or proceeding may at any time be commenced pursuant to or in accordance with this Trust Deed, to claim for itself or any of its undertaking, properties, assets or revenues present or future any immunity (sovereign or otherwise) from suit, jurisdiction of any court, attachment prior to judgment, attachment in aid of execution of a judgment, execution of a judgment or award or from set-off, banker's lien, counterclaim or any other legal process or remedy with respect to its obligations under this Trust Deed and/or to the extent that in any such jurisdiction there may be attributed to the Issuer any such immunity (whether or not claimed), the Issuer hereby irrevocably agrees not to claim, and hereby waives, any such immunity.

1.4

The Issuer irrevocably and generally consents in respect of any proceedings anywhere to the giving of any relief or the issue and service on it of any process in connection with those proceedings including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of their use or intended use) of any order or judgment which may be made or given in those proceedings.]

Counterparts

This Trust Deed and any trust deed supplemental hereto may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the

same instrument. Delivery of a counterpart of this Trust Deed or any trust deed supplemental hereto by email attachment or telecopy shall be an effective mode of delivery.

Contracts (Rights of Third Parties) Act 1999

A person who is not a party to this Trust Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Trust Deed except and to the extent (if any) that this Trust Deed expressly provides for such Act to apply to any of its terms. Subject to the provisions of this Trust Deed, the parties to this Trust Deed shall have the right to amend, vary or rescind any provision of this Trust Deed without the consent of any such third party.

Power of Attorney

If the Issuer is represented by an attorney or attorneys in connection with the signing and/or execution and/or delivery of this Trust Deed, the Global Notes, the Definitive Registered Notes or any agreement or document referred to herein or made pursuant hereto and the relevant power or powers of attorney is or are expressed to be governed by the laws of a particular jurisdiction, it is hereby expressly acknowledged and accepted by the other parties to this Trust Deed that such laws shall govern the existence and extent of such attorney’s or attorneys’ authority and the effects of the exercise thereof.

SCHEDULE 2
Form of Original Definitive Registered Note

On the front:

ISIN: XS2126193379

YANDEX N.V.
(incorporated with limited liability in the Netherlands with registered number 27265167)

U.S.$1,250,000,000 0.75 per cent. Convertible Notes due 2025

This Note is a Definitive Registered Note and forms part of a series designated as specified in the title (the “Notes”) of Yandex N.V. (the “Issuer”), with its corporate seat in Schiphol, the Netherlands, and constituted by the Trust Deed referred to on the reverse hereof. The Notes are subject to, and have the benefit of, that Trust Deed and the terms and conditions (the “Conditions”) set out on the reverse hereof.

The Issuer hereby certifies that [●] is/are, at the date hereof, entered in the Register as the holder(s) of Notes in the principal amount of U.S.$[●].

The Notes represented by this Definitive Registered Note are convertible into Class A Shares in the Issuer and/or the relevant Cash Conversion Amount and/or the relevant Alternative Settlement Cash Amount, as specified in and subject to and in accordance with the Conditions and the Trust Deed.

This Definitive Registered Note is evidence of entitlement only. Title to Notes passes only on due registration on the Register and only the duly registered holder is entitled to payments in respect of this Definitive Registered Note.

The statements set forth in the legend above are an integral part of the Notes in respect of which this Definitive Registered Note is issued and by acceptance thereof each holder or beneficial owner agrees to be subject to and bound by the terms and provisions set forth in such legend.

This Definitive Registered Note and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

Capitalised terms not defined herein shall have the meaning ascribed thereto in the Trust Deed and the Conditions.

In Witness whereof the Issuer has caused this Note to be signed in facsimile on its behalf.

Dated [●]

........................... ...........................
Authorised SignatoryAuthorised Signatory

For and on behalf of

YANDEX N.V.

This Definitive Registered Note is authenticated without recourse, warranty or liability by
or on behalf of the Registrar

The Bank of New York Mellon SA/NV, Luxembourg Branch

By:

………………….

Authorised Signatory

For use by the Principal Paying, Transfer and Conversion Agent:

Following the exercise by the Issuer on [●] of its tax redemption option pursuant to Condition 7(c), a Noteholder’s Tax Exercise Notice was received by the Principal Paying, Transfer and Conversion Agent on [●] in respect of the Notes represented by this Definitive Registered Note. Accordingly, the provisions of Condition 9 shall not apply in respect of any payment in respect of principal or interest to be made on such Notes which falls due after the Tax Redemption Date specified in the Tax Redemption Notice.

Form of Transfer

FOR VALUE RECEIVED the undersigned hereby transfers to

....................................................................

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

(not more than four names may appear as joint holders)

U.S.$[●] in principal amount of this Note, and all rights in respect thereof, and irrevocably requests the Registrar to transfer such principal amount of this Note on the books kept for registration thereof.

Dated.........................

Signed.........................

Notes:

(i)

The signature to this transfer must correspond with the name as it appears on the face of this Note.

(ii)

A representative of the Noteholder should state the capacity in which he signs e.g. executor.

(iii)

The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Registrar may require.

(iv)

Any transfer of Notes shall be in the minimum amount of U.S.$200,000.

SCHEDULE 3
Form of Original Global Note

ISIN: XS2126193379

YANDEX N.V.
(incorporated with limited liability in the Netherlands with registered number 27265167)

U.S.$1,250,000,000 0.75 per cent. Convertible Notes due 2025

Global Note

The Notes in respect of which this Global Note is issued form part of the series designated as specified in the title (the “Notes”) of Yandex N.V. (the “Issuer”), with its corporate seat in Schiphol, the Netherlands.

The Issuer hereby certifies that The Bank of New York Depository (Nominees) Limited is, at the date hereof, entered in the register of Noteholders as the holder of Notes in the principal amount of

U.S.$1,250,000,000
(ONE THOUSAND TWO HUNDRED AND FIFTY MILLION US DOLLARS)

or such other amount as is shown on the register of Noteholders as being represented by this Global Note and is duly endorsed (for information purposes only) in the third column of Schedule A to this Global Note. For value received, the Issuer promises to pay the person who appears at the relevant time on the register of Noteholders as holder of the Notes in respect of which this Global Note is issued, such amount or amounts as shall become due and payable from time to time in respect of such Notes and otherwise to comply with the Conditions referred to below. Each payment will be made to, or to the order of, the person whose name is entered on the Register as holder at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where “Clearing System Business Day” means Monday to Friday inclusive except 25 December and 1 January.

The Notes are constituted by a trust deed dated 3 March 2020 (the “Trust Deed”) between the Issuer, and BNY Mellon Corporate Trustee Services Limited as trustee (the “Trustee”) and are subject to the Trust Deed and the terms and conditions (the “Conditions”) set out in Schedule 1 to the Trust Deed, as modified by the provisions of this Global Note. Terms defined in the Trust Deed have the same meaning when used herein.

This Global Note is evidence of entitlement only.

Title to the Notes passes only on due registration on the register of Noteholders and only the duly registered holder is entitled to payments on Notes in respect of which this Global Note is issued.

Exchange for Definitive Registered Notes

This Global Note is exchangeable in whole but not in part (free of charge to the holder) for Definitive Registered Notes if this Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or the Alternative Clearing System (each as defined under “Notices” below) and any such clearing system is closed for business for a continuous period of 14 days or more (other than by reason of legal holidays) or announces an intention permanently to cease business or does in fact do so by such holder giving notice to the Principal Paying, Transfer and Conversion Agent. On or after the Exchange Date the holder of this Global Note may surrender this Global Note to or to the order of the Registrar and, upon such surrender of this Global Note, the Paying, Transfer and Conversion Agent shall annotate Schedule A hereto. In exchange for this Global Note, the Issuer shall deliver, or procure the delivery of, an equal aggregate principal amount of duly executed and authenticated Definitive Registered Notes.

“Exchange Date” means a day falling not less than 60 days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Registrar is located and in the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System (each as defined under “Notices” below) are located.

Except as otherwise described herein, this Global Note is subject to the Conditions and the Trust Deed and, until it is exchanged for Definitive Registered Notes, its holder shall be entitled to the same benefits as if it were the holder of the Definitive Registered Notes for which it may be exchanged and as if such Definitive Registered Notes had been issued on the date of this Global Note.

The Conditions shall be modified with respect to Notes represented by this Global Note by the following provisions:

Notices

So long as this Global Note is held on behalf of Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking S.A. (“Clearstream, Luxembourg”) or such other clearing system as shall have been approved by the Trustee (the “Alternative Clearing System”), notices required to be given to Noteholders may be given by their being delivered to Accountholders (as defined below) through Euroclear and Clearstream, Luxembourg or, as the case may be, the Alternative Clearing System, rather than by notification to Noteholders as required by the Conditions in which case such notices shall be deemed to have been given to Noteholders on the date of delivery to Accountholders through Euroclear and Clearstream, Luxembourg or, as the case may be, the Alternative Clearing System.

Prescription

Any claim in respect of principal, interest and other amounts payable in respect of this Global Note will become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest or any other amounts) from the appropriate Relevant Date (as defined in Condition 3).

Conversion

For so long as this Global Note is held on behalf of any one or more of Euroclear, Clearstream, Luxembourg or the Alternative Clearing System, Conversion Rights (as defined in the Conditions) may be exercised as against the Issuer at any time during the conversion period, as provided in Condition 6(a), by the delivery to or to the order of the Principal Paying, Transfer and Conversion Agent in accordance with the standard procedures of Euroclear, Clearstream, Luxembourg or the Alternative Clearing System of one or more Conversion Notices duly completed by or on behalf of a holder of a book-entry interest representing entitlements to the Global Note (each such person, an “Accountholder”). Upon exercise of any Conversion Rights, the Paying, Transfer and Conversion Agent shall annotate Schedule A hereto accordingly.

Trustee’s Powers

In considering the interests of Noteholders while the Global Note is held on behalf of a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its Accountholders and may consider such interests, and treat such Accountholders, as if such Accountholders were holders of the Global Note.

Redemption at the Option of Noteholders

The option of the Noteholders provided for in Condition 7(e), may be exercised by the delivery by an Accountholder of a duly completed notice to the Principal Paying, Transfer and Conversion Agent in accordance with the standard procedures of Euroclear, Clearstream, Luxembourg or the Alternative Clearing System within the time limits set out in Condition 7(e), substantially in the form

of the Put Exercise Notice, available from the Principal Paying, Transfer and Conversion Agent and stating the principal amount of the Notes in respect of which the option is exercised. Upon exercise of such option, the Paying, Transfer and Conversion Agent shall annotate Schedule A hereto accordingly.

Redemption at the Option of the Issuer

The options of the Issuer provided for in Condition 7(b)] and Condition 7(c) shall be exercised by the Issuer giving notice to the Accountholders through Euroclear and Clearstream, Luxembourg or, as the case may be, the Alternative Clearing System within the time limits set out in, and containing the information required by, Condition 7(b) or, as the case may be, Condition 7(c). Upon exercise of such option and, in the case of Condition 7(c), subject to the option of the Noteholders provided for in Condition 7(c), the Paying, Transfer and Conversion Agent shall annotate Schedule A hereto accordingly.

Purchase and Cancellation

Cancellation of any Note represented by this Global Note which is required by the Conditions to be cancelled will be effected by reduction in the principal amount of this Global Note on its presentation to or to the order of the Principal Paying, Transfer and Conversion Agent for notation in Schedule A hereto.

Noteholder’s Tax Option

The option of the Noteholders provided for in Condition 7(c) shall be exercised by the delivery by an Accountholder of a duly completed Noteholder’s Tax Exercise Notice in accordance with the standard procedures of Euroclear, Clearstream, Luxembourg or the Alternative Clearing System within the time limits set out in and containing the information required by Condition 7(c) to the Principal Paying, Transfer and Conversion Agent. Upon exercise of such option, the Principal Paying, Transfer and Conversion Agent shall annotate Schedule A hereto accordingly.

The statements set forth in the legend above are an integral part of the Notes in respect of which this Global Note is issued and by acceptance thereof each holder or beneficial owner agrees to be subject to and bound by the terms and provisions set forth in such legend.

This Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Registrar.

This Global Note and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law.

Form of Transfer

FOR VALUE RECEIVED the undersigned hereby transfers to

....................................................................

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

(not more than four names may appear as joint holders)

Dated.........................

Signed.........................

Notes:

(i)

The signature to this transfer must correspond with the name as it appears on the face of this Note.

(ii)

A representative of the Noteholder should state the capacity in which he signs e.g. executor.

(iii)

(iv)

Any transfer of Notes shall be in the minimum amount of U.S.$200,000.

SCHEDULE 4
Provisions for Meetings of Noteholders

Interpretation

In this Schedule the following expressions have the following meanings:

1.1

“Electronic Consent” has the meaning set out in paragraph 20;

1.2

“Extraordinary Resolution” means a resolution passed (i) at a meeting of Noteholders duly convened and held in accordance with these provisions by or on behalf of Noteholder(s) of not less than 75 per cent. of the aggregate principal amount of the Notes outstanding, (ii) by a Written Resolution or (iii) by an Electronic Consent; and

1.3

“Written Resolution” means a resolution in writing signed by or on behalf of Noteholders representing in aggregate not less than 75 per cent. of the aggregate principal amount of the Notes outstanding.

1.1

A holder of a Note may by an instrument in writing (a “form of proxy”) in the form available from the specified office of any Agent in English signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to any Agent not later than 48 hours before the time fixed for any meeting, appoint any person as (a “proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Noteholders.

1.2

A holder of a Note which is a corporation may by delivering to any Agent not later than 48 hours before the time fixed for any meeting a resolution of its directors or other governing body in English authorise any person to act as its representative (a “representative”) in connection with any meeting or proposed meeting of Noteholders.

1.3

Any proxy appointed pursuant to paragraph 2.1 above or representative appointed pursuant to paragraph 2.2 above shall so long as such appointment remains in force be deemed, for all purposes in connection with any meeting or proposed meeting of Noteholders specified in such appointment, to be the holder of the Notes to which such appointment relates and the holder of the Notes shall be deemed for such purposes not to be the holder. The Issuer and the Trustee shall be entitled to assume that any proxy has been validly appointed and that such appointment remains in effect unless notice of revocation is given to the Issuer at its registered office not less than 24 hours prior to the time fixed for the meeting or, thereafter, to the chairman of the meeting.

1.4

Forms of proxy shall be valid for so long as the relevant Notes shall be duly registered in the name(s) of the registered holder(s) certified in the name of the appointor but not otherwise and notwithstanding any other provision of this Schedule 4 and during the validity thereof the proxy shall, for all purposes in connection with any meeting of holders of Notes, be deemed to be the holder of the Notes to which such form of proxy relates.

Each of the Issuer and the Trustee at any time may, and the Trustee (subject to its being indemnified and/or secured and/or pre-funded to its satisfaction) upon a request in writing of Noteholders holding not less than one-tenth in principal amount of the Notes for the time being outstanding shall, convene a meeting of Noteholders. Whenever any such party is about to convene any such meeting, it shall forthwith give notice in writing to each other party of the day, time and place of the meeting and of the nature of the business to be transacted at it. Every such meeting shall be held at such time and place as the Trustee may approve.

At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day, time and place of meeting shall be given to the Noteholders. A copy of the notice shall in all cases be given by the party convening the meeting to each of the other parties. Such notice shall also specify, unless the Trustee otherwise agrees, the nature of the resolutions to be proposed.

A meeting that has been validly convened in accordance with paragraph 4 above, may be cancelled by the person who convened such meeting by giving at least 7 days’ notice (exclusive of the day on which the notice is given or deemed to be given and of the day of the meeting) to the Noteholders (with a copy to the Trustee where such meeting was convened by the Issuer or to the Issuer where such meeting was convened by the Trustee). Any meeting cancelled in accordance with this paragraph 5 shall be deemed not to have been convened.

A person (who may, but need not, be a Noteholder) nominated in writing by the Trustee may take the chair at every such meeting but if no such nomination is made or if at any meeting the person nominated shall not be present within 15 minutes after the time fixed for the meeting, the Noteholders present shall choose one of their number to be chairman, failing which the Issuer may appoint a chairman. The chairman of an adjourned meeting need not be the same person as was chairman of the original meeting.

At any such meeting any one or more persons present in person holding Notes or being proxies or representatives and holding or representing in the aggregate not less than one tenth in principal amount of the Notes for the time being outstanding shall (except for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business and no business (other than the choosing of a chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or more persons present in person holding Notes or being proxies or representatives and holding or representing in the aggregate a clear majority in principal amount of the Notes for the time being outstanding; provided that at any meeting the business of which includes any of the matters specified in the proviso to paragraph 17.8, the quorum shall be one or more persons present in person holding Notes or being proxies or representatives and holding or representing in the aggregate not less than two-thirds of the aggregate principal amounts of the Notes outstanding.

If within 15 minutes from the time fixed for any such meeting a quorum is not present, the meeting shall, if convened upon the requisition of Noteholders, be dissolved. In any other case it shall stand adjourned (unless the Issuer and the Trustee agree that it be dissolved) for such period, not being less than 14 days nor more than 42 days, and to such place, as may be decided by the chairman. At such adjourned meeting one or more persons present in person holding Notes or voting certificates or being proxies or representatives (whatever the principal amount of the Notes so held or represented) shall form a quorum and may pass any resolution and decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting; provided that at any adjourned meeting at which is to be proposed an Extraordinary Resolution for the purpose of effecting any of the modifications specified in the proviso to paragraph 17.8, the quorum shall be one or more persons so present holding Notes or being proxies or representatives and holding or representing in the aggregate not less than one-half in principal amount of the Notes for the time being outstanding. If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved.

The chairman may with the consent of (and shall if directed by) any meeting adjourn such meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

At least 10 days’ notice (exclusive of the day on which the notice is given and of the day of the adjourned meeting) of any meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at such adjourned meeting. It shall not, however, otherwise be necessary to give any notice of an adjourned meeting.

Every question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) which he may have as a Noteholder or as a proxy or representative.

At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman, the Issuer, the Trustee or by one or more persons holding one or more Notes or being proxies or representatives and holding or representing in the aggregate not less than one-fiftieth in principal amount of the Notes for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as provided below) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuation of the meeting for the transaction of any business other than the question on which the poll has been demanded.

Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.

The Issuer and the Trustee (through their respective representatives) and their respective financial and legal advisers may attend and speak at any meeting of Noteholders. No one else may attend at any meeting of Noteholders or join with others in requesting the convening of such a meeting unless he is the holder of a Note or is a proxy or a representative.

At any meeting on a show of hands every person who is present in person and who produces a Note or is a proxy or a representative shall have one vote and on a poll every person who is so present shall have one vote in respect of each U.S.$1 (or, in the case of meetings of holders of Notes denominated in another currency, as the Trustee in its absolute discretion may decide) in principal amount of the Notes so produced or represented or in respect of which he is a proxy or a representative. Without prejudice to the obligations of proxies, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

A meeting of Noteholders shall, subject to the Conditions, in addition to the powers given above, but without prejudice to any powers conferred on other persons by this Trust Deed, have power exercisable by Extraordinary Resolution:

1.1

to sanction any proposal by the Issuer or the Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders against the Issuer or against any of its property whether such rights shall arise under this Trust Deed, the Agency Agreement or otherwise;

1.2

to sanction any scheme or proposal for the exchange, substitution or sale of the Notes for, or the conversion of the Notes into, or the cancellation of the Notes in consideration of, shares, stock, notes, Notes, debentures, debenture stock and/or other obligations and/or securities of the Issuer or any other body corporate formed or to be formed, or partly for or into or in consideration of such shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities as aforesaid;

1.3

to assent to any modification of this Trust Deed or the Conditions that relate to the rights appertaining to the Notes which shall be proposed by the Issuer or the Trustee;

1.4

to authorise anyone to concur in and do all such things as may be necessary to carry out and to give any authority, direction or sanction which under this Trust Deed or the Notes is required to be given by Extraordinary Resolution;

1.5

to appoint any persons (whether Noteholders or not) as a committee or committees to represent the interests of the Noteholders and to confer upon such committee or committees any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution;

1.6

to approve a person proposed to be appointed as a new Trustee and to remove any Trustee;

1.7

to approve the substitution of any entity for the Issuer (or any previous substitute) as principal debtor under this Trust Deed (for the avoidance of doubt, nothing in this paragraph shall be interpreted to mean that the consent of the Bondholders is required in relation to any substitution that the Trustee may otherwise agree to under Clause 16.2 of the Trust Deed); and

1.8

to discharge or exonerate the Trustee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed or the Notes;

provided that the special quorum provisions contained in the proviso to paragraph 7 and, in the case of an adjourned meeting, in the proviso to paragraph 8 shall apply in relation to any Extraordinary Resolution for the purpose of paragraph 17.2 or 17.7 (unless, in the case of paragraph 17.7, such substitution is made in compliance with Clause 16 of the Trust Deed) or for the purpose of making any modification to the provisions contained in this Trust Deed, the Conditions or the Notes which would have the effect of:

1.8.1

changing the Final Maturity Date, the Call Date (other than deferring the Call Date), the End of Period Restricted Date (other than bringing forward the End of Period Restricted Date) or any dates for payment of interest or any other amount in respect of the Notes; or

1.8.2

modifying the circumstances in which the Issuer or Noteholders are entitled to redeem the Notes pursuant to Condition 7(b), 7(c) or 7(e) (other than removing the right of the Issuer to redeem the Notes pursuant to Condition 7(b) or (c)); or

1.8.3

reducing or cancelling the principal amount of, or interest on, the Notes or to reduce the amount payable on redemption of the Notes; or

1.8.4

modifying the basis for calculating the interest or any other amount payable in respect of the Notes; or

1.8.5

modifying the provisions relating to, or cancelling, the Conversion Rights including the circumstances in which Conversion Rights may be exercised or the rights of Noteholders to receive Class A Shares and/or the Cash Conversion Amount and/or the Alternative Settlement Cash Amount on exercise of Conversion Rights pursuant to the Conditions (other than pursuant to or as a result of any amendments to the Conditions or the Trust Deed made pursuant to and in accordance with the provisions of Condition 6(n) in order to effect a Conversion Right Transfer or Condition 11(g) following or as part of a Newco Scheme (“Newco Scheme Modification”) and other than a reduction to the Conversion Price or an increase in the number of Class A Shares and/or Cash Conversion Amount and/or Alternative Settlement Cash Amount to be issued or paid to Noteholders on exercise of Conversion Rights); or

1.8.6

increasing the Conversion Price (other than in accordance with the Conditions or pursuant to a Newco Scheme Modification) or to reduce the number of Class A Shares to be issued, or reduce the Cash Conversion Amount and/or the Alternative Settlement Cash Amount payable, to Noteholders on exercise of Conversion Rights; or

1.8.7

changing the currency or denomination of the Notes or of any payment in respect of the Notes; or

1.8.8

changing the governing law of the Notes, the Trust Deed, the Agency Agreement or the Calculation Agency Agreement (other than in the case of a substitution of the Issuer (or any previous substitute or substitutes) under Condition 14(c)), or

1.8.9

modifying the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution; or

1.8.10

amending this proviso.

No consent or approval of Noteholders shall be required in connection with any Conversion Right Transfer effected in accordance with Condition 6(n) or any Newco Scheme Modification.

An Extraordinary Resolution passed at a meeting of Noteholders duly convened and held in accordance with this Trust Deed shall be binding upon all the Noteholders, whether or not present at such meeting and whether or not they vote in favour, and each of the Noteholders shall be bound to give effect to it accordingly. The passing of any such resolution shall be conclusive evidence that the circumstances of such resolution justify the passing of it.

Minutes of all resolutions and proceedings at every such meeting shall be made and entered in the books to be from time to time provided for that purpose by the Issuer or the Trustee and any such minutes, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings transacted or by the chairman of the next succeeding meeting of Noteholders, shall be conclusive evidence of the matters contained in them and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

Subject to the following sentence, a Written Resolution may be contained in one document or in several documents in like form, each signed by or on behalf of one or more of the Noteholders.

For so long as the Notes are in the form of a Global Note registered in the name of a common depositary for Euroclear, Clearstream, Luxembourg or another clearing system, or a nominee of any of the above then, in respect of any resolution proposed by the Issuer or the Trustee:

1.1

Electronic Consent: where the terms of the resolution proposed by the Issuer or the Trustee (as the case may be) have been notified to the Noteholders through the relevant clearing system(s) as provided in sub-paragraphs (i) and/or (ii) below, each of the Issuer and the Trustee shall be entitled to rely upon approval of such resolution given by way of electronic consents communicated through the electronic communications systems of the relevant clearing system(s) to the Principal Paying, Transfer and Conversion Agent or another specified agent and/or the Trustee in accordance with their operating rules and procedures by or on behalf of the Noteholder(s) of not less than 75 per cent. of the aggregate principal amount of the Notes outstanding (the “Required Proportion”) (“Electronic Consent”) by close of business on the Relevant Date. Any resolution passed in such manner shall be binding on all Noteholders even if the relevant consent or instruction proves to be defective. Neither the Issuer nor the Trustee shall be liable or responsible to anyone for such reliance;

(i)

When a proposal for a resolution to be passed as an Electronic Consent has been made, at least 10 days’ notice (exclusive of the day on which the notice is given and of the day on which affirmative consents will be counted) shall be given to the Noteholders through the relevant clearing system(s). The notice shall specify, in sufficient detail to enable Noteholders to give their consents in relation to the proposed resolution, the method by which their consents may be given (including, where applicable, blocking of their accounts in the relevant clearing system(s)) and the time and date (the “Relevant Date”) by which they must be received in order for such consents to be validly given, in each case subject to and in accordance with the operating rules and procedures of the relevant clearing system(s).

(ii)

If, on the Relevant Date on which the consents in respect of an Electronic Consent are first counted, such consents do not represent the Required Proportion, the resolution shall, if the party proposing such resolution (the “Proposer”) so determines, be deemed to be defeated. Such determination shall be notified in writing to the other party or parties to the Trust Deed. Alternatively, the Proposer may give a further notice to Noteholders that the resolution will be proposed again on such date and for such period as shall be agreed with the Trustee (unless the Trustee is the Proposer). Such notice must inform Noteholders that insufficient consents were received in relation to the original resolution and the information specified in sub-paragraph (i) above. For the purpose of such further notice, references to “Relevant Date” shall be construed accordingly.

For the avoidance of doubt, an Electronic Consent may only be used in relation to a resolution proposed by the Issuer or the Trustee which is not then the subject of a meeting that has been validly convened in accordance with paragraph 3 above, unless that meeting is or shall be cancelled or dissolved; and

2.1

Written Resolution: where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Trustee shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Trustee, as the case may be, (a) by accountholders in the clearing system with entitlements to such Global Note or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For

the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Trustee shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and, in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. Neither the Issuer nor the Trustee shall be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic.

A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders, whether or not they participated in such Written Resolution and/or Electronic Consent.

Subject to all other provisions contained in this Trust Deed the Trustee may without the consent of the Noteholders prescribe such further regulations regarding the holding of meetings of Noteholders and attendance and voting at them as the Trustee may in its sole discretion determine including particularly (but without prejudice to the generality of the foregoing) such regulations and requirements as the Trustee thinks reasonable:

1.1

so as to satisfy itself that persons who purport to requisition a meeting in accordance with paragraph 3 or who purport to make any requisition to the Trustee in accordance with this Trust Deed are in fact Noteholders; and

1.2

so as to satisfy itself that persons who purport to attend or vote at any meeting of Noteholders are entitled to do so in accordance with this Trust Deed.

SCHEDULE 5
Form of Director’s Certificate

[ON THE HEADED PAPER OF THE ISSUER]

To:BNY Mellon Corporate Trustee Services Limited
One Canada Square
London E14 5AL
United Kingdom

[Date]

Dear Sirs

YANDEX N.V.
U.S.$1,250,000,000 0.75 per cent. Convertible Notes due 2025

This certificate is delivered to you in accordance with Clause 10.5 of the Trust Deed dated 3 March 2020 (the “Trust Deed”) and made between Yandex N.V. (the “Issuer”) and BNY Mellon Corporate Trustee Services Limited (the “Trustee”). All words and expressions defined in the Trust Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein. The undersigned, having made all reasonable enquiries to the best of [his/her] knowledge, information and belief:

(a)

As at [●], no Event of Default or Potential Event of Default or Fundamental Change Event or Delisting Event existed [other than [●]] and no Event of Default or Potential Event of Default or Fundamental Change Event or Delisting Event had existed at any time since [●] [the Certification Date (as defined in the Trust Deed) of the last certificate delivered under Clause 10.5]/[the date of this Trust Deed] [other than [●]]; and

(a)

From and including [●]3 [the Certification Date of the last certificate delivered under Clause 10.5]4/[the date of this Trust Deed] to and including [●]1, the [Issuer] confirms that there has been no breach in respect of its obligations under the Trust Deed [other than [●]] and that no Fundamental Change Event or Delisting Event [other than [●]]7 has occurred.

For and on behalf of

Director

Exhibit 8.1

SUBSIDIARIES OF YANDEX N.V.


Name of Subsidiary(1)	Jurisdiction of Organization
YANDEX LLC	Russia
Autopark Laboratory LLC	Russia
Clinic Yandex.Health LLC	Russia
Edadeal LLC	Russia
Edadeal Promo LLC	Russia
Food Party LLC	Russia
GIS Technologies LLC	Russia
INO CPE SDA	Russia
Kinopoisk LLC	Russia
MLU Africa B.V.	The Netherlands
MLU B.V. (3)	The Netherlands
MLU Europe B.V.	The Netherlands
NAPA LLC	Russia
Opteum LLC	Russia
Spb Software Limited	Hong Kong
Telesystems LLC	Russia
UBER AZERBAIJAN LLC	Azerbaijan
Uber ML B.V.	The Netherlands
Uber ML Holdco B.V.	The Netherlands
Uber Systems Bel LLC	Belarus
Uber.Technology LLC	Russia
Yandex Advertising LLC	Belarus
Yandex Advertising Services LC	Turkey
Yandex Auto.ru AG	Switzerland
Yandex DC LLC	Russia
Yandex DC Vladimir LLC	Russia
Yandex Europe AG	Switzerland
Yandex Europe B.V.	The Netherlands
Yandex Inc.	USA
Yandex Information Technology Co., Ltd.	China
Yandex Media Services B.V.	The Netherlands
Yandex Oy	Finland
Yandex Services AG	Switzerland
Yandex.Classifieds Holding B.V.	The Netherlands
Yandex.Classifieds LLC	Russia
Yandex.Classifieds Technology LLC	Russia
Yandex.Cloud LLC	Russia
Yandex.Drive LLC	Russia
Yandex.Food LLC	Russia
Yandex.Fuel LLC	Russia
YANDEX.GO ISRAEL Ltd.	Israel

Yandex.Go S.R.L.	Romania
YANDEX.ISRAEL Ltd.	Israel
Yandex.Kazakhstan LLP	Kazakhstan
Yandex.Lavka LLC	Russia
Yandex.Medialab LLC	Russia
Yandex.Mediaservices LLC	Russia
Yandex.OFD LLC	Russia
Yandex.Probki LLC	Russia
Yandex.Prosveshcheniye LLC	Russia
Yandex.Studio LLC	Russia
Yandex.Taxi AM LLC	Armenia
Yandex.Taxi B.V.	The Netherlands
Yandex.Taxi Corp LLP	Kazakhstan
Yandex.Taxi Corp. AM LLC	Armenia
Yandex.Taxi Holding B.V.	The Netherlands
Yandex.Taxi Kazakhstan LLP	Kazakhstan
Yandex.Taxi LLC	Russia
Yandex.Taxi Technology LLC	Russia
Yandex.Taxi Ukraine LLC (2)	Ukraine
Yandex.Technologies LLC	Russia
Yandex.Technology GmbH	Germany
Yandex.Telecom LLC	Russia
Yandex.Testing LLC	Russia
Yandex.Ukraine LLC (2)	Ukraine
YandexBel LLC	Belarus
Zen.Platform LLC	Russia
Znanie Company Ltd	Cyprus
Znanie Development Company Ltd	Cyprus
Znanie LLC	Russia

(1) Directly or indirectly held

(2) Yandex N.V. owns a 99.9% interest

(3) Yandex N.V. owns a 61.0% interest

Exhibit 12.1

Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Arkady Volozh, certify that:

1. I have reviewed this annual report on Form 20-F of Yandex N.V. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: April 2, 2020


By:	/S/ ARKADY VOLOZH
	Name:	Arkady Volozh
	Title:	Chief Executive Officer

Exhibit 12.2

Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Greg Abovsky, certify that:

1. I have reviewed this annual report on Form 20-F of Yandex N.V. (the “Company”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: April 2, 2020


By:	/S/ GREG ABOVSKY
	Name:	Greg Abovsky
	Title:	Chief Operating Officer / Chief Financial Officer

Exhibit 13.1

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 20-F of Yandex N.V. (the “Company”) for the year ended December 31, 2019, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Arkady Volozh, as Chief Executive Officer of the Company, and Greg Abovsky, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 2, 2020


By:	/s/ Arkady Volozh
	Name:	Arkady Volozh
	Title:	Chief Executive Officer

By:	/s/ Greg Abovsky
	Name:	Greg Abovsky
	Title:	Chief Operating Officer / Chief Financial Officer

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Yandex N.V.

We consent to the incorporation by reference in the registration statements (Nos. 333-177622 and 333-213317) on Form S-8 of Yandex N.V. of our reports dated April 2, 2020, with respect to the the consolidated balance sheets of Yandex N.V. and subsidiaries as of December 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, cash flows and shareholders’ equity for each of the years in the three‑year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2019, which reports appear in the December 31, 2019 annual report on Form 20-F of Yandex N.V.

Our report on the consolidated financial statements dated April 2, 2020, refers to the translation of the consolidated financial statements as of and for the year ended December 31, 2019 into United States dollars presented solely for the convenience of the reader.

Our report on the consolidated financial statements refers to a change in accounting for leases due to the adoption of Accounting Standard Codification Topic 842, Leases.



/s/ JSC “KPMG”

Moscow, Russia
April 2, 2020

EXECUTED AND DELIVERED as a DEED by [●] acting by [name of director] a Director in the presence of:
Witness’s signature:
Name:
Address:
Occupation:

EXECUTED by
for and on behalf of MLU B.V.	)
by Alfred Alexander de Cuba,	)
Managing Director B	)
	/s/ Alfred Alexander de Cuba,

Principal Paying, Transfer and Conversion Agent
THE BANK OF NEW YORK MELLON, London Branch One Canada Square London, E14 5AL Fax: +44 (0) 207 964 2536 Email: corpsov2@bnymellon.com Attention: Corporate Trust Administration

Registrar
THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH Vertigo Building – Polaris 2-4 Eugene Ruppert L-2453 Luxembourg Fax: +352 24 52 4204 Attention: Structured Products Services