Exhibit 10.1


 


[English translation
from the original Russian language document]


 


CREDIT AGREEMENT
Nr. 00VL3L


on opening the
revolving line of credit


in Russian rubles


 


	             St. Petersburg city	"17" August 2012


 


OPEN JOINT STOCK
COMPANY "ALFA-BANK" (OGRN (Basic State Registration Number) 1027700067328) hereinafter referred to as the "Creditor",
represented by the Deputy Director of Customer Service of the "Saint-Petersburg" branch of OJSC "Alfa-Bank",
Mr. Sokolov A.G., acting under the Power of attorney No. 5/2046 Д of 04.06.2012, on the one part, and Limited Liability
Company "TOT MONEY" (OGRN (Basic State Registration Number) 1127746225540), hereinafter referred to as "Borrower",
represented by the Director General Katsaev Tsakhay Khayrullaevich, acting under the Charter, on the other part, together hereinafter
referred to as the "Parties", have concluded this Credit Agreement (the "Agreement") as follows:


 


1. SUBJECT OF THE
AGREEMENT


 


1.1. The Creditor,
as per the terms of this Agreement, undertakes to lend the Borrower cash in Russian rubles (hereinafter - the "Credits")
in the form of a revolving credit line with the credit line limit set at 300.000.000,00 (three hundred million) Russian rubles
(hereinafter - the "Credit line"), and the Borrower , as per the terms of the Agreement undertakes to repay the
principal amount of the Credits, the accrued interest, and other payments specified in this Agreement.


The purpose of the
Credits is financing of the Borrower’s current activities.


The “Preapproved
revolving credit line” is the maximum sum of the immediate indebtedness of the Borrower on the Credits on any given day of
the duration of the Credit line.


The duration of the
Credit line is the period of time, set forth in Article 2 of this Agreement, during which funds can be drawn and repaid.


1.2. The date of
discharge of obligations of the payment of any amounts under this Agreement is the date on which the accounts of the Borrower opened
in the Creditor’s bank are being debited in fulfillment of the obligations of the Borrower under this Agreement, or the date
on which funds for repayment of the Credit line debt were credited to the correspondent account of the Creditor in fulfillment
of the Borrower's obligations under this Agreement, if the amount of debt is withdrawn from the accounts of the Borrower opened
in other banks.


1.3. This Agreement
may not be altered, canceled or terminated in the event of considerable change of the circumstances present at the time when Parties
entered into this Agreement.


1.4. The obligations
of the Borrower under this Agreement shall be secured by:


- the pledge of property
rights to the deposits as per the Pledge agreement No. 00VL3Z001 "17" August, 2012, concluded with the Borrower;


- Guarantee of JSC
"SAT & COMPANY", executed by Agreement of guarantee No. 00VL3P001 of "17" August, 2012.


 


 


2. CONDITIONS AND
TERMS OF THE CREDITS GRANTING


 


2.1. The duration
of the Credit line is set from the "17" of August 2012 to the "21" of May 2014 inclusive. After
the expiration of the Credit line The Credits are not available for the Borrower.


 






    	 



    	 	



    



 


2.2. The Credits
are granted on the basis of concluded between the Creditor and the Borrower Additional agreements, drawn up in the form set out
in the Annex Nr. 1 to this Agreement.


The Credit currency
is the Russian rubles.


The allowance of
the Credits is carried out within the available credit balance of the Credit line. If the Borrower does not make full use of available
credit balance of the Credit line to its expiry or until the closing date of the available credit balance of the Credit line on
the grounds specified in the clause 7.2 of this Agreement, the available credit balance of the Credit line is canceled on the date
of expiry of the Credit line or the date of the closing the available credit balance of the Credit line.


The available balance
of the indebtedness is defined as the difference between the set limit of the indebtedness in any day of the duration of the Credit
line and the actual amount of the indebtedness on the Credits as of the current date.


2.3. The Credit repayment
period is set with the corresponding Additional agreements. The Borrower shall repay all the Credits received under this Credit
agreement before the date of expiry of the Credit line (inclusive).


The Credits during
the duration of the Credit line are granted for a period not exceeding 6 (six) months.


2.4. To account the
indebtedness under the Credits the Creditor opens for the Borrower the credit accounts.


The Credits are granted
by transferring the credit amounts from the relevant credit account to the bank account of the Borrower specified in the Additional
agreement on the granting each Credit.


2.5. The grant date
is the date of the Credit indebtedness formation for the respective credit account, which reflects the Credit granting.


2.6. The Credits
granting is carried out in the absence of the past-due interests and other payments under this Agreement, including fees related
to the Credits granting, opening or maintaining the Credit line (if the payment of the fee is provided for in this Agreement),
and if the Borrower meets his obligations to obey the established by this Agreement limits of the maximum size of the total credit
portfolio.


 


3. REPAYMENT OF
BANK CHARGES AND INTEREST


 


3.1. The Borrower
shall pay the amount of interest accrued at the rate established by the relevant Additional Agreement, but not in excess of 14%
(fourteen per cent) per annum for utilization of each Credit.


3.2. The amount of
the interest is calculated based on the actual total amount of Credits from the date when indebtedness has occurred on the relevant
loan account (inclusive), and to the date of the repayment of the loan specified in the relevant Additional Agreement (inclusive).
Accrual of interest shall discontinue after the date of repayment of the Credit specified in the relevant Additional Agreement.


3.3. Interest shall
be paid by the Borrower on monthly basis, on the 25th of each month.


Interest is paid
for the actual number of days of Credits’ utilization and the number of days in a year is considered to be 365 or 366 days
in accordance with the actual number of calendar days of that year.


The last payment
of interest is made on the date of final repayment of each Credit.


3.4. In the event
of changes in the refinancing rate of the Bank of Russia, rate LIBOR, MOSPRIME RATE, lending rates of the interbank market, change
in the domestic or foreign financial markets, as well as in some other events, based on the Creditor’s reasonable judgment,
the Creditor has the right to unilaterally change the interest rate (s) for the utilization of a Credit, established in the corresponding
addendum.


 






    	 



    	 	



    
 


The Creditor shall
send a notice to the Borrower of the change in interest rate.


The Borrower shall,
within three (3) business days after the receipt of the notice referred to in this paragraph, submit to the Lender a written consent
to pay interest based on the new interest rate and make interest payments according to the newly-established interest rate.


Shall the Borrower
disagree with the change of the interest rate, the Borrower has the right to early repay the amount of debt on the Credit within
five (5) working days from the date of receiving the notice of the change in the interest rate specified in this paragraph.


In the event when
the Borrower fails to provide the Creditor with a written consent (the Lender did not receive the Borrower’s written consent)
or in the event of default on early Credit repayment within 5 (five) working days of receiving written notice of the change in
the interest rate specified in this paragraph, the Borrower shall pay interest according to the newly established interest rate.


 


4. RIGHTS AND OBLIGATIONS
OF THE PARTIES


WARRANTIES AND
REPRESENTATIONS OF THE BORROWER


 


4.1. The Borrower
hereby declares and warrants to the Creditor that on the date of this Agreement and the date of granting any loan under this Agreement:


4.1.1. The Borrower
is a duly incorporated legal entity, acting in accordance with the legislation of the Russian Federation;


4.1.2. the Borrower
follows corporate procedures necessary for conclusion of this Agreement; conclusion of this Agreement has been approved by the
Borrower’s governing bodies;


4.1.3. this Agreement
on behalf of the Borrower is signed by a person duly authorized for such actions;


4.1.4. conclusion
of this Agreement and fulfillment of its terms shall not break or breach terms of statutory documents, any provision of the Russian
Federation legislation or any agreement or document in which the Borrower is a party;


4.1.5. there
are no circumstances that may restrict, prohibit or cause other essential negative effect to the Borrower's obligations under this
Agreement.


4.2. The Borrower
agrees to repay the debt on the Credits within the time limits specified in relevant Supplementary agreements and to carry out
timely interest payments on the Credits and other payments specified in this Agreement.


The Borrower agrees
to use the Credits only for the purposes specified in this Agreement and / or respective Additional agreements if, according to
the terms of this Agreement and / or corresponding Additional Credit Agreement, the use of the Credits is a strictly intended purpose.


4.3. The Borrower
agrees to provide current quarterly accounting statements (Form No. 1, No. 2, No. 4) with the mark of the appropriate inspection
of the Federal Tax Service of Russia about receiving such statements, no later than five (5) business days of the second month
following the statement quarter, and the annual balance with appendices (Form No. 1, No. 2, No. 4) with the mark of the appropriate
inspection of the Federal Tax Service of Russia about receiving such reports not later than April 5 of the year following the year
of report.


The Borrower shall
also, at the same time with the accounting statement, submit the following information:


- Interpretation
of accounts receivables in respect of Top 10 of debtors as of the reporting date including the debtor’s name, the debt amount,
the date of occurrence, the amount and the period of delay; Top 10 of debtors is understood as a debt of not less than 10% (ten
percent) of the total accounts receivables.


- Explanation of
accounts payable in respect of Top 10 of creditors as of the reporting date including the creditor’s name, the debt amount,
the date of occurrence, the amount and the period of delay (if any).


 






    	 



    	 	



    



 


Top 10 of creditors
is understood as a debt of not less than 10% (ten percent) of the total accounts payable.


- Interpretation
of long-term and short-term investments (p. 1150, 1240) as of the reporting date (for the loans granted, please state the loan
amount, the existing debt amount, the grant date, the maturity date, the repayment schedule and the security (if any));


- Interpretation
of the Borrower's debt on credits and granted loans on a quarterly basis as of the reporting date (please state the creditor’s/lender’s
bank, the loan amount, the current debt amount, the grant / settlement date, securities, the repayment schedule, the schedule /
order of repayment, delays and extensions);


- Data about out-of-balance
obligations of the Borrower for the issued warranties and guarantees of the third parties’ obligations, stating the creditor,
the debtor, the type of obligation, the commitment date, the commitment expiration date, the obligation amount, the current debt
as of the reporting date, and in part of financial and operational leasing, where the Borrower is the Lessee, - in the context
of the Lessor with showing total debt as of the reporting date and the average weighted period of lease agreements for each Lessor;


-Certificates from
the banks in which the Borrower has accounts, certified by creditor banks, about absence / presence of loan indebtedness and debt
according to card index No. 2, certificate of current loan indebtedness and turnovers on accounts on a quarterly basis as of the
reporting date for the reporting quarter;


- Certificate of
the Borrower with the information as of the reporting date:


- about calculated
amortization in the structure of self-cost for the reporting period;


- about the turnover
on accounts opened by the Borrower, which shall include a layout by banks with monthly layout for the reporting quarter;


- about presence
/ absence as of the current date of past-due indebtedness to the employees on wages on the last reporting date;


- a list of all court
cases in ordinary courts, arbitration courts, intermediate courts, in which the Borrower is a party, including the name of the
court, the dispute essence, the claim amount and other information;


- information on
issue of orders of enforcement of judiciaries to recover money from the Borrower, and also about enforcement proceedings in respect
of the Borrower as of the current date;


- information about
arrest, pledge and other encumbrances of the Borrower as of the current date.


The Borrower agrees
to provide a certificate of an appropriate inspection of the Federal Tax Service of Russia which confirms presence / absence of
past-due indebtedness to budgetary and (or) non-budgetary funds not later than twenty (20) business days from the reporting date.


4.4. From the date
of signing this Agreement and within the whole period of the Facility validity, the Borrower shall notify the Creditor in writing:


- about changes in
the administrative bodies of the Borrower (the Board of directors, the Management, the Head) - not later than five (5) business
days from the effective date of such changes, with copies of all required documents confirming the new membership of the administrative
bodies of the Borrower, certified by a notary;


- about changes in
the constituent documents of the Borrower with a copy of amendments and additions to the constituent documents (registered in the
order stipulated by law) and a copy of the certificate of registration in Uniform State Register of Legal Persons about state registration
of changes in the constituent documents, certified by a notary - not later than five (5) business days from the date of registration
of amendments and additions to the constituent documents of the Borrower;


- about changes among
the shareholders of the Borrower, causing transfer of ownership for shares in excess of 25% (twenty five percent) of the share
capital of the Borrower - not later than the period specified in this Agreement for providing financial statements.


4.5. The Borrower
agrees, when signing this Agreement, to provide to the Creditor:


 






    	 



    	 	



    
 


- a list of all accounts
opened by the Borrower under bank account or bank deposit agreements in credit institutions in the territory of the Russian Federation,
as well as in credit institutions and financial institutions outside the territory of the Russian Federation;


- a list of all court
cases in the courts of general jurisdiction, arbitration courts, intermediate courts, in which the Borrower is a party, including
the name of the court, the dispute essence, the claim amount and other information;


- information on
issue of orders of enforcement of judiciaries to recover money from the Borrower, and also about enforcement proceedings in respect
of the Borrower;


- information about
arrest, pledge and other encumbrances of the Borrower.


During the period
of the Facility, the Borrower shall promptly inform the Creditor about any changes in respect of any data and any information provided
in accordance with this Paragraph 4.5.


4.6. The Borrower
shall, within the term of the credit line does not consider its reorganization (in any form) or liquidation, as well as to change
the basic type of business carried out by them on the date of signature of this Agreement without the prior written (not less than
10 (ten) business days) notice to creditors, not to take other actions that could complicate the implementation of this Agreement.


4.7. Borrower shall
perform their obligations to maintain credit turnover on the conditions specified in Annex No 2 to this Agreement.


4.8. The maximum
size of the total loan portfolio of the Borrower and the following legal entities: RM-Invest LLC (hereinafter referred to paragraph
4.8 of this - "Legal Entity") shall not exceed 310.000.000,00 (three hundred and ten million) Russian rubles.


Under the combined
loan portfolio of the Borrower and the legal entity for the purposes of this clause 4.8 refers to:


- The total actual
amount of obligations under existing loan facilities granted by the Creditor to the Borrower and the legal entity. Under the existing
loan products in this paragraph means: loans provided under the loan agreement, loan agreement, the contract is a credit line,
the agreement on the manner and conditions of credit agreements and contracts to open multi-currency credit facility, as well as
an agreement to provide bank guarantee, an agreement on opening the letter of credit;


- The total actual
amount of loans to the Borrower and the Entity to the existing loan products provided by other banks. Under the existing loan products
in this paragraph means: loans provided under the loan agreement, loan agreement, an agreement on the opening of credit lines;


- The total maximum
allowable amount of debt on current loan agreement the bank account (overdraft), signed by the Borrower and the Creditor with the
Entity and other banks.


- The total actual
amount of debt of the Borrower and the Entity contractual bond, financial leasing, loans from non-affiliated parties;


- The total amount
of obligations of the Borrower and the Entity contractual guarantee for the obligations of a third party.


4.8.1. In order to
monitor this indicator Borrower shall during the term of this Agreement, to grant to the Creditor a day for every single loan,
as well as not later than April 15, May 15, August 15 and November 15 of each calendar year no later than one (1) month after the
end of reporting period, the information signed by the manager (or persons acting head) and the chief accountant of the Borrower
and the Company "RM-Invest" (under seal) of the total loan portfolio in the form agreed with the Creditor.


4.8.2. In the event
of the Borrower's obligations to comply with the established in paragraph 4.8 the maximum size of aggregate loan Creditor may not
grant loans to reduce the actual amount of the total loan portfolio, so that the actual size of the total loan portfolio consistent
with limits.


4.9. From the date
of signing of this Agreement and for the term of the Credit Facility Creditor, the Borrower shall notify its intention to exercise
any borrowing of funds (in the form of credit or otherwise, and the return on a reimbursable basis, including the bill and bond
issues) and / or the provision of guarantees borrower.


 






    	 



    	 	



    



 


4.10. The Borrower
Reaffirms its intention from the date of this Agreement and for the term of the Credit Facility to contact the Creditor and make
deals with him in order to provide the Creditor to the Borrower services (directly or through third parties) as a financial consultant,
agent for the financing or global coordinator and bookrunner, and shall inform the Creditor of the proposed acquisition or disposition
by or affiliated parties of securities, financial assets or property, including securities of the Borrower, and the reorganization
public offering of newly issued or existing shares or depositary receipts, issue bonds , credit notes or other securities, or private
placement of securities in Russia or abroad, and to provide the Creditor, if permitted by applicable law, the opportunity to provide
the above services to the Borrower on the terms proposed by another leading investment bank and is the most acceptable to the Borrower.


4.11. In case of
arrears of more than three (3) working days to the existing loan products provided by the creditor and / or PAT "Alfa-Bank"
and / or Amsterdam Trade Bank NV and / or of DB "Alfa-Bank" (Kazakhstan) (hereinafter - "the creditor bank")
to the Borrower and / or the Company "RM-Invest" and / or JSC «SAT & COMPANY», the total debt of the
above companies for 5 (five) working days from the date the arrears emergency declared for payment.


4.12. The Borrower
shall furnish to the Creditor the right to grant other creditor banks about the origin and presence of arrears for more than three
(3) working days for the purposes of implementation of paragraph 4.11. this Agreement.


 


5. PAYMENTS


 


5.1. Under this Agreement
and its Additional Agreements, the Creditor shall withdraw the amounts of payments due to the Creditor from the Borrower's current
account No. 40702810602720000110, maintained with the Creditor, in the currency of the Credit without additional orders (accept)
issued by the Borrower.


5.1.1. Not later
than 16 hours 00 minutes of the time zone specified in this Agreement, on the date of the Credit repayment, payment of interest
or execution of any other monetary obligation of the Borrower under this Agreement, the Borrower shall ensure that the account
referred to in paragraph 5.1 hereabove has a balance of funds not less than the amount of such liabilities.


All payments in favor
of the Creditor under this Agreement shall be made by the Borrower so that the Creditor receives the amount due to him under this
Agreement and its Additional Agreements in full.


5.2. The transfer
of funds in favor of any of the Parties under this Agreement shall be confirmed by the Party-originator by furnishing the other
Party with a copy of the payment document certifying that such transfer (payment order, payment telex, etc.) has been carried out.


5.3. If any payment
under this Agreement falls on the day that is not a business day in Moscow, then the payment shall be made on the first following
working day. This postponement of the payment will be taken into account when calculating the interest, that is, interest will
be charged at the rate stipulated in this Agreement, including the date of actual transfer of funds to the Creditor’s account.


5.4. If any amount
paid (including, by debiting the Borrower’s account by the Creditor without additional orders (accept) submitted by the Borrower)
to the Creditor or the amount of recovered debt under this Agreement is less than the amount due to the Creditor to repay the debt
in full, then received amount is utilized in the following order:


•first,
to pay any costs incurred by the Creditor to acquire the amount due;


•second,
to pay the commissions related to the Credits, opening or maintaining of the Credit line (if such commissions are established in
this Agreement or the relevant Additional Agreement);


•third,
to pay the accrued interest for the utilization of the Credits;


 






    	 



    	 	



    
 


•fourth,
for repayment of the Credits;


•fifth,
to pay a penalty for late payment of commissions for the issue of Credits, opening or maintaining of the Credit line (if such commissions
are established in this Agreement or the relevant Additional Agreement);


•sixth,
to pay a penalty for the late payment of accrued interest;


•seventh,
to pay a penalty for the late repayment of the principal amount of the Credits;


•eighth,
for the payment of any amounts due to the Creditor under this Agreement or the relevant Additional Agreements.


In the event when
the Creditor has other claims of the same category, but related to other agreements (contracts) with the Borrower, the order in
which the indebtedness under this Agreement and any other agreement (contract) is to be repaid shall be determined by the Creditor.


5.5. The Borrower
has the right to early repay the Credits and / or a part of the Credits received under the Additional Agreements to the Agreement.
The Borrower shall furnish the Creditor with a written notice of early repayment two (2) business days prior to the proposed date
of such repayment.


5.6. The Borrower
commissions the Creditor to debit (without additional orders (accepts) issued by the Borrower, but on the basis of payment claims
received from the Creditor) its currently established or prospective bank accounts, maintained by the Creditor in rubles and foreign
currency, the funds in the amount of any default under this Agreement or any Additional Agreements, including the obligation of
the Borrower to repay the principal amount of the Credits, the interest for the utilization of the Credits, fines, penalties and
other charges set forth in this Agreement and its Additional Agreements, on the date on which such debt must be repaid, including
the early recovery of the debt by the Creditor under the Credit (Credits).


The amounts to be
written off from the Borrower’s bank accounts in a currency other than the currency of payment under this Agreement and its
Additional Agreements are translated at the exchange rate established by the Creditor at the time of such write off.


The Borrower acknowledges
that the condition referred to in this paragraph 5.6 expresses the Borrowers acceptance of all payment claims made by the Creditor
in order to withdraw funds from the bank accounts of the Borrower under this Agreement and its Additional Agreements (“accept
received in advance”).


5.7. The Borrower
grants the Creditor the right to withdraw (without additional orders (accepts) issued by the Borrower, but on the basis of payment
claims submitted by the Creditor) from the established or prospective accounts of the Borrower in Russian rubles in the third-party
banks (hereinafter - the "service bank") funds in the amount of any unfulfilled obligations of the Borrower under
this Agreement and its Additional Agreements, including the obligation to repay the principal amount of the Credits, the amount
of interest for the utilization of the Credits, fines, penalties and other charges set forth in this Agreement and its Additional
Agreements, on the date on which such debt must be repaid, including the early recovery of the debt by the Creditor under the Credit
(Credits).


In order to implement
the Creditor’s right to withdraw funds from the Borrower’s accounts specified in this Agreement, the Borrower shall:


- not later than
three (3) working days from the date of opening of a current account in a service bank to notify the Creditor of such event in
a written form, specifying the details of such account;


- to specify in the
agreement with a service bank that it must not revoke the right of the Creditor to write off funds from the Borrower's current
account in Russian rubles on the basis of payment claims issued by the Creditor till the complete fulfillment of the Borrower’s
obligations under this Agreement and its Additional Agreements, and to issue an advanced order to the service bank not to revoke
the acceptance of payment claims of the Creditor, including the claim of the Creditor to conclude an appropriate tripartite agreement
between the Creditor, the Borrower and the service bank till the complete fulfillment of the Borrower’s obligations under
this Agreement and its Additional Agreements;


 






    	 



    	 	



    
 


- In the absence
or insufficiency of funds in the Borrower’s current account in Russian rubles, maintained by the service bank, and in the
presence of the current accounts in foreign currency in this service bank, the Borrower shall issue an order to the service bank
not to revoke the orders to the service bank to sell foreign currency from the Borrower’s bank accounts in foreign currency
in compliance with the conditions established by the service bank and to credit the amount of sold foreign currency to the Borrower’s
account in Russian rubles for further write-off of the funds due to the Creditor in accordance with this Agreement and its Additional
Agreements till the complete fulfillment of the Borrower’s obligations under this Agreement and its Additional Agreements;
in among other things, the Borrower shall undertake to forward documents necessary for sale of foreign currency to the service
bank, and to conclude an appropriate additional agreement to the bank account agreement with the service bank, and at the request
of the Creditor, a tripartite agreement between the Creditor, the Borrower and the service bank.


 


6. LIABILITY OF
PARTIES


 


6.1. In case of delay
in repayment of loans, including, in accordance with paragraph 7.4 of this Agreement, the Creditor may charge the borrower a penalty
of 0.2% (zero point two percent) of the defaulted obligation for each day, but not lower than the double rate refinancing, as of
the date for which a penalty is accrued and charged. The penalty is calculated before the date of enrollment of all amounts credited
to the Creditor’s account.


6.2. In case of late
payment of interest and / or fees associated with credit, opening or maintaining a credit line (if the payment of the fees is specified
by this Agreement), including, in accordance with paragraph 7.4 of this Agreement, the Creditor may charge the Borrower a penalty
of 0.2% (zero point two percent) of the defaulted obligation for each day of delay, but not less than double the refinancing rate,
actual for the date when the calculation of the fee is made. The penalty is calculated prior to reimbursement to the Borrower's
debt at the Creditor’s account.


6.3. In the event
of violation of Borrower's obligations to maintain credit turnover the conditions specified in Annex No 2 to this Agreement,
the Creditor has the right to require the borrower to pay a penalty of 0.5% (zero point five percent) of the total outstanding
obligations to maintain credit turnover, defined as the difference between the Creditor sized credit turnover for corresponding
billing period, determined in accordance with the conditions of Annex 2 to this Agreement, and the actual size of the credit turnover
for the same billing period. The penalty shall be paid by the Borrower not later than the day after the presentation of the relevant
request by the Creditor.


6.5.In case of
violation of the Borrower's obligations to the Creditor to provide the documents specified in paragraph 4.8.1 of this Agreement,
the Creditor may require the Borrower to pay the penalty of 1,000.00 (one thousand) Russian rubles for each day of violation. The
penalty shall be paid by the Borrower not later than the day after the presentation of the relevant request by the Creditor.


6.6.In case of
violation of the Borrower's obligations determined by paragraphs 4.3, 4.4, 4.5, of this Agreement, the Creditor may require the
Borrower to pay a penalty of


1,000.00 (one thousand)
Russian rubles for each day of violation. The penalty shall be paid by the Borrower within three (3) calendar days from the date
of the Creditor’s request of the penalty payment.


 






    	 



    	 	



    



 


7. AGREEMENT VALIDITY
PERIOD. BASES FOR EARLY TERMINATION


 


7.1. This Agreement
shall enter into force when signed by the authorized officials of the Parties and is valid until complete fulfillment of the Parties'
obligations under this Agreement.


7.2. The Creditor
may close free balance credit limit and / or prematurely collect debts on loans, interest, other payments determined by this Agreement
and / or in unilateral extrajudicial way terminate this Agreement in following cases:


a) delay in payment
of accrued interest and / or fees (in whole or in part), also if the Borrower violates obligations determined by the paragraph
5.1.1 of this Agreement;


b) the Borrower violates
the date (dates) of loan repayment, provided by the Additional Agreements to this Agreement, including the breach of obligations
determined by paragraph 5.1.1 of this Agreement by the Borrower;


c) the excitation
(or renewal) of the lawsuit against the Borrower or litigation presentation to the Borrower demanding payment of taxes or fees,
or initiation of proceedings against the Borrower under the case on the tax or administrative offense;


d) seizure of the
Borrower’s property;


e) failure to provide
the documents to the Creditor and / or information required by paragraphs 4.3-4.5 of this Agreement, or identification of invalid
or incomplete


documents and / or
information provided by the Borrower to the Creditor;


f) initiation of
proceedings of forced liquidation or insolvency (bankruptcy) of the Borrower;


g) reorganization
or winding up of the Borrower without the prior written notice to the Creditor;


h) termination or
modification of the Borrower’s business activity carried out by him on the date of this Agreement without prior written notice
to Creditor;


i) failure to comply
with the terms of this Agreement on the proper use of Loans by the Borrower;


j) involving the
head (heads) of the Borrower as a defendant in a criminal case;


k) transfer of the
property by the Borrower without written consent of the Creditor in mortgage, lease, asset management, and encumber of the Borrower’s
assets otherwise;


l) invalidation (for
any reason) of the transaction (transactions) establishing to ensure fulfillment of the Borrower’s obligations under this
Agreement;


m) significant changes
in the management bodies of the Borrower (change of the general


Director, Board of
Directors (Supervisory Board), and other authorities);


n) violation of the
terms of this Agreement and its Supplementary Agreements by the Borrower, as well as violation by the Borrower and / or the Guarantor
and / or pledgers of the other conditions and agreements made with Creditor;


o) deterioration
of the financial position of the Borrower or the presence (appearance) of any other circumstances which, in the reasonable opinion
of the Creditor, may complicate or make impossible the proper performance by the Borrower of its obligations under this Agreement
and its Supplementary Agreements;


p) violation of the
pledge Agreement (Agreements) by the Pledgor (Pledgors), made to secure Borrower’s performance of its obligations under this
Agreement;


q) occurrence of
the circumstances listed in subparagraphs "c", "d", "f", "g", "j" of this paragraph
in respect of the Guarantor (Guarantors) under the Agreement (Agreements) made to secure Borrower’s performance of its obligations
under this Agreement;


r) Borrower's failure
in fulfillment of the obligations mentioned in paragraphs 4.12, 4.13 of this Agreement, and any other obligations that are not
directly referred to in this paragraph 7.2, but determined by this Agreement and / or Addendum to it.


7.3. In case of early
collection of the loan and / or early termination of this Agreement, on the grounds specified in paragraph 7.2 of this


Agreement, and in
the cases provided by the legislation of the Russian Federation, the Creditor shall send the Borrower the notice with the request
of early repayment of Loans, accrued interest and other payments determined in this Agreement, along with


the reasons for the
early recovery of the debt.


 






    	 



    	 	



    
 


7.4. Borrower is
required no later than in five (5) working days after receipt of the notification mentioned in paragraph 7.3., on the early recovery
of debt under this Agreement to transfer the amount owed to the Creditor under the Loan (Loans), including outstanding loans, interest,
penalties, and other payments determined by this Agreement.


 


8. MISCELLANEOUS


 


8.1. This Agreement
shall be governed by and construed in accordance with the legislation of the Russian Federation.


Any disputes, controversy
or claim arising out of this Agreement or connection with it, shall be settled by the Parties by means of negotiations. In the
absence of understanding, the dispute between the Parties shall be considered by the Arbitration Court of Moscow.


8.2. Borrower’s
assignment of its rights and obligations under this Agreement shall not be made without the prior written consent of the Creditor.
Creditor may assign all or part of its rights and obligations under this Agreement.


8.3. All prior agreements,
understandings, negotiations and communications between the Parties on the matters set forth in this Agreement prior to its signing,
expire on the date of signature of this Agreement.


8.4. All letters,
notices, announcements, and other communications of Parties should be addressed to each other in writing in accordance with the
details provided in section 9 of this Agreement or in the Supplementary Agreements.


Messages can be sent
to the Parties at the following methods of communication: fax, e-mail, telegraph (telegram with acknowledgment of receipt), mail
(by registered letter with acknowledgment of receipt), courier services.


If one of the Parties
messages using the telegraph, mail or courier services such communication shall be deemed received by the other Party at the moment
designated in the notice of receipt, and in the case of fax and e-mail - after confirmation of receipt in the same form.


8.5. All changes
and additions to this Agreement shall be valid only if they are made in writing and signed by authorized representatives of the
Parties.


8.6. If one of the
Parties change their e-mail or contact details, payment details or undergo reorganization or liquidation, one shall inform the
other party in writing within five days from the effective date of the changes.


8.7. The Borrower
confirms:


- His consent to
disclosure of information to the Creditor of the main part of credit history.


- His consent to
providing by the Creditor of the information determined in article 4 of the Law


"On Credit Histories",
in the credit bureau in accordance with the current legislation of the Russian Federation.


Code of credit history
subject: absent.


8.8. This Agreement
is made in two copies, one copy for each party. Each instance has the same effect.


 


9. ADDRESSES AND
REQUISITES OF THE PARTIES


 


CREDITOR:OJSC
«Alpha-Bank», OGRN 1027700067328


 


Location:107078,
Moscow, Kalanchevskaya street, suite 27


 


“Saint-Petersburg”
branch (mailing address):


 






    	 



    	 	



    



 


191186, Saint-Petersburg,
Griboedov canal embankment 6/2 А


 


Bank requisites:INN
7728168971, “Saint-Petersburg” branch


JSC «Alpha-Bank»
correspondent account 30101810600000000786, BIK


044030786


Tel./Fax:314-89-62
/ 329-80-60


 


 


BORROWER:TOT
MONEY LLC, OGRN 1127746225540


 


 


Location:


Mailing address:


127220, Moscow, 1-st
Kvesisskaya street , suite 9 191119, Saint-Petersburg, Marata street, suite 82


 


Payment details:INN
7714868349,


account No 40702810602720000110
Additional Office «Kutuzovskiy» JSC "ALPHA-BANK",


correspondent account
30101.810.2.00000000593 at


Moscow main territorial
directorate of the Central Bank of Russia, BIK 044525593


Tel./Fax:


 


10. SIGNATURES


 


BORROWER


 


General Director


/s/ Katsaev              
(Katsaev H.C.)


stamp


 


CREDITOR


 


Deputy Director of
Customer Service of the “Saint-Petersburg" Branch


/s/ Sokolov A.G.       (Sokolov
A.G.)


Chief Accountant


/s/ Belousova
S.G.    (Belousova S.G.)


stamp


 






    	 



    	 	



    
 




Appendix No1


to the Loan Agreement
on opening


of the revolving line
of credit in Russian rubles


No00VL3L from
August “17”, 2012


 


 


Supplement Agreement
form


SUPPLEMENT AGREEMENT
No___


 


to the Loan Agreement
on opening of the revolving


line of credit
in Russian rubles No 00VL3L


from August ““
2012


Saint-Petersburg““
20


 


 


 


OPEN JOINT STOCK
COMPANY ”ALFA-BANK”, PSRN 1027700067328, hereinafter referred to as “Creditor” represented by ¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬________________,
acting on the basis of ______________on the one hand, and Limited responsibility society “TOT MANI” (PSRN1127746225540),
hereinafter referred to as “Borrower” represented by _____________, acting on the basis of _______from the other
hand, referred together herein as “Parties”, in addition to the Loan Agreement on opening the revolving line of credit
in Russia rubles No00VL3L from August ““2012, entered into between the Creditor and the Borrower, hereinafter
named “Agreement”, entered into the Supplement Agreement on the following basis:


 


1.Under the Agreement
the Creditor shall provide the Borrower with a Loan of () Russian rubles.


The grant date of
the Loan: ““ 20_____


The loan maturity
date of the Loan: ““ 20


 


2.For the use
of the Loan, the Borrower shall pay to the Creditor an interest at the rate of ___ % (percent) per annum.


3.The Borrower
may pay back the Loan prior to the scheduled maturity date or a part of the Loan. The Borrower shall furnish the Creditor a written
notice of early repayment for ( ) working days before the date of the long-term prepayment.


4.The Loan shall
be supplied by transferring the Loan amount to the account of the Borrower No40702810602720000110, opened at the Creditor.


5.In all other
respects the Parties shall be governed by the Agreement.


6.The given Supplement
Agreement comes into effect on the date of signing by the authorized representatives of the Parties and constitutes the integral
part of the Agreement.


 


 


SIGNITURES OF
THE PARTIES


The BORROWER
The CREDITOR


 


The Form is agreed
between the Parties:


 


 


The BORROWER


General Director


___________(Katsaev
Kh. Ts.)


 






    	 



    	 	



    



 


The CREDITOR 


Deputy Director of
Customer Service of the


“Saint-Petersburg”
branch


 


 


 


(Sokolov A.G.)


Chief accountant


 


(Belousova S.G.)


L.S.


 






    	 



    	 	



    
 




Appendix No
2


to the Loan Agreement
on opening


of the renewable line
of credit in Russian rubles


No 00VL3L from
“17” August 2012


(hereinafter –
Agreement)


 


OBLIGATIONS OF
THE BORROWER


ON MAINTENANCE
OF THE CREDIT TURNOVER


 


1. Beginning from
61 (the sixty first) day from the date of granting the first credit product and during all the period of Credit line validity the
borrower is obliged to support a quarterly credit turnover according to the payment account No. 40702810602720000110 (hereinafter
– “Account”), which was opened at the Creditor, in such a size that this turnover in the sum with a quarterly
credit turnovers for the same payment quarter on the account of LLC “RM-Invest” No. 40702810732000001011, opened at
the Creditor, would be not less than 150 % (one hundred fifty percent) from the average sum of obligations in accordance with current
credit products which are provided to the Borrower by the Creditor.


 


The credit
turnover is defined as a total volume of receipts of monetary funds into the Account for the payment period. Thus transfers between
the accounts of the Borrower opened at the Creditor, transfers from the accounts of the Borrower opened in other credit organizations,
and also any receipts connected with granting and repayment of the credits (loans), issue and discharge of Borrower’s bills,
with return of means from deposit accounts and accounts of repayment formation in accordance with letters of credit are not included
in calculation of the credit turnover, which are not returns from production sales (goods, work, services).


The borrower is obliged
to support the credit turnover for each payment period, including the first and last payment period.


The payment period
is defined as the calendar quarter consisting of three consecutive calendar months, but herewith counting of quarters is kept from
the beginning of a calendar year.


The first payment
period is defined the VI quarter of 2012.


The last payment
period is defined as a calendar quarter in which the Borrower completely canceled all the Credits which were provided according
to the Agreement.


Current credit
products are defined as any provided credits to the Borrower by the Creditor, including overdrafts and the credits (tranches)
within credit lines, and also bank guarantees and the uncovered letters of credit opened on the instructions of the Borrower, which
are given out in providing obligations of the Borrower.


The average sum
of obligations on current credit products is defined as the average arithmetic value of all the total amounts of daily obligations
of the Borrower, each of which is determined as the cumulative loan balance for the beginning of the working day from all the loan
accounts opened by the Creditor for the Borrower, which is increased up to the most admissible sum of single loan of the Borrower
(a loan limit) according to the overdraft, which is established by the relevant agreement on crediting of the bank account (the
overdraft), and the sum of obligations of the Borrower in accordance with the contracts on providing bank guarantees (at a rate
of the total amount of the responsibility limit of the Creditor on the guarantees issued) and in accordance with the contracts
on opening of uncovered letters of credit (at a rate of total amount of obligations of the Creditor according to open uncovered
letters of credit). At that the cumulative sum of obligations of the Borrower for the beginning of the day off is accepted as an
equal cumulative sum of obligations of the Borrower for the end of the previous working day.


Days of the payment
period, when the Borrower has no obligations on credit products, are not subject to an exception and are considered at calculation
of the average sum of obligations.


 






    	 



    	 	



    



 


Obligations on such
a credit product are not considered at calculation of the average sum of obligations, and are not included in the date of granting
a credit product, and they are equal to zero. Obligations on it as of the beginning of the working day are considered in the full
sum (without repayment) at calculation of the average sum of obligations for the payment period, and they are included in the repayment
date (completely or partially).


Obligations of the
Borrower on the credit product, which are completely ceased during the payment period, are not subject to an exception and are
considered at calculation of the average sum of obligations for this payment period.


2.The Credit
turnover is repaid by the Creditor in Russian rubles. If any of the amounts used for calculation of the Credit turnover amount
are expressed in a foreign currency, than such amounts are converted into Russian rubles according to the official exchange rate
against the Russian ruble, established by the Bank of Russia on the 1-st day of the relevant accounting period.


3.In case of
breach of obligations by the Borrower concerning the maintenance of the Credit turnover, the Creditor may demand a penalty payment
made by the Borrower, specified in Article 6 of the Agreement, and also may take the advantage of the rights set in the 7.2 point
of the Agreement or at the discretion of the Creditor may demand only a penalty payment made by the Borrower.


 





 


SIGNITURES OF THE
PARTIES


 


 


The Form is agreed
between the Parties:


 


 


The BORROWER


General Director


 


___________  (Katsaev Kh. Ts.)


 


 


The CREDITOR 


Deputy Director of
Customer Service of the “Saint-Petersburg” branch


 


 


___________ (Sokolov
A.G.)


 


Chief accountant


 


___________ (Belousova
S.G.)