EX-10.6



 Exhibit 10.6 

LOAN AGREEMENT 
 This Loan Agreement
(hereinafter referred to as the “Loan Agreement”) is made on this 8th day of September 2016 by and between: 

ZEMENIK TRADING LIMITED, a company incorporated in Cyprus with registered number 332806, registered office is at Dositheou, 42, Strovolos, 2028,
Nicosia, Cyprus, duly represented by its Directors Katerina Iosif and Panagiota Stylianou , acting under the Articles of Association, and authorized to sign all documents on behalf of the Company, acting on the basis of the Articles of Association,
(hereinafter referred to as the “Lender”) 
 and 

ELQ INVESTORS II LTD, a company incorporated in England and Wales with registered number 06375035 and having its registered office at Peterborough
Court, 133 Fleet Street, London, EC4A 2BB (hereinafter referred to as the “Borrower”), hereinafter together referred to as the “Parties”. 

 

	1.	THE LOAN 

 1.1    Amount of the Loan 

In accordance with the provisions and terms of this Loan Agreement the Lender grants the Borrower the loan in a principal amount not exceeding
RUR 94 863 387.98 (Ninety-four million eight hundred sixty- three thousand three hundred eighty-seven ruble 98 kopecks) (hereinafter referred to as the “Loan”) with the direct transfer of the full sum of the Loan to
the following Borrower’s bank account: 
  

			
	ACCOUNT NAME:	  	 GOLDMAN SACHS INTERNATIONAL LTD
 (LONDON,
UK)

	INN:	  	9909117323


			
	INTERMEDIARY BANK (1st bank):	  	            AO UNICREDIT BANK
	(MOSCOW, RUSSIA)	  	
		  	IMBKRUMM
	ACCOUNT NUMBER:	  	30111810100014111011


			
	DETAILS:	  	FOR “ELQ INVESTORS II LTD”

 1.2    Terms of the Loan 

The Loan shall be advanced to the Borrower in one tranche at the Lender’s discretion within 15 (Fifteen) calendar days of the date of delivery of a
drawdown request from the Borrower and shall be repaid by the Borrower in full or in part together with any accrued interest in accordance with the terms of this Loan Agreement. 

The Loan shall be repaid to the following bank account of the Lender (or such other account as is notified in writing to the Borrower not later than 10 days
before repayment is due): 
 Beneficiary: ZEMENIK TRADING LIMITED 

Account Number: 3570 2219 3967 
 IBAN: CY41 0020 0195 0000 3570
2219 3967 
 Bank: BANK OF CYPRUS PUBLIC LTD 
 Swift BIC:
BCYPCY2N 
 RUB correspondent bank: JSC VTB BANK, MOSCOW 

VORONTSOVSKAYA STR. 43, 
 109044 MOSCOW, 

RUSSIA 
 A/C NO.: 30111810055550000153 

SWIFT NO: VTBRRUMM XXX 
 BIK: 044525187 

  
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 INN: 7702070139 

KPP: 997950001 
 Correspondent account: 30101810700000000187 

The term of the Loan is 11 months and it shall be repayable by the Borrower on the day falling 11 months after the date of this Agreement or earlier at any
time at the Borrower’s discretion. 
  

	2.	REPRESENTATIONS 

 2.1     Borrower represents that: 

 

	 	•	 	it is a legal entity registered and carrying out activity in accordance with the laws of England and Wales in force; 

  

	 	•	 	all corporate procedures, statutory documents and permissions necessary required for the execution of this Agreement have been obtained and are effective, and this Agreement does not contradict the contractual
limitations binding upon Borrower and its statutory documents; and 

  

	 	•	 	this Agreement constitutes effective legal obligations of Borrower. 

 2.2    Lender
represents that: 
  

	 	•	 	it is a legal entity registered and carrying out activity in accordance with the laws of Republic of Cyprus in force; 

  

	 	•	 	all corporate procedures, statutory documents and permissions necessary required for the execution of this Agreement and the transactions contemplated herein have been obtained and are effective, and this Agreement does
not contradict ant contractual limitations binding upon Lender and its statutory documents; and 

  

	 	•	 	this Agreement constitutes effective legal obligations of Lender. 

  

	3.	LOAN CONDITIONS. INTEREST 

 3.1.    The interest on the Loan accrues on a monthly
basis in the amount of 8.225% (the “Interest Rate”) and shall be calculated using the formula provided in the clause 3.3. hereof. 

3.2.    Borrower shall pay to Lender interest on the Loan at the moment of full repayment of the total Loan amount. 

3.3.    Interest on the Loan Agreement shall be calculated using the following formula: 

[The amount of the interest for a month]=[Outstanding Loan amount] X Interest Rate/365/366 days X [the amount of calendar days in the respective month] 

3.4.    The interest on the Loan is not compounded. 

3.5     In case of Borrower’s default on its obligations with respect to the Loan and/or interest payments, Lender has the right to
charge the penalty to the defaulted amount in the amount of 0.025% (zero point zero two five per cent) per day of default. Payment of penalty shall not discharge Borrower from repayment of the Loan and/or interest thereon. 

 

	4.	MISCELLANEOUS 

  

	4.1	Term of the Loan Agreement 

 The Loan Agreement comes into force on the date first written above. 

  
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 4.2    Notifications 

Any notice sent under this Loan Agreement shall be submitted in writing with observance of the appropriate procedures while delivered personally, by mail,
telex or fax to the addresses of both of the required Parties as indicated above or at any other address that the Parties may notify the other Party. 

4.3    Successors 
 The Parties may not
transfer all or part of his rights or obligations under this Loan Agreement without preliminary written consent of the other Party. 

4.4    Introduction of amendments 
 Any
amendments to this Loan Agreement can only be introduced in the form of a written document duly signed by the authorised representatives of Borrower and the Lender. Any changes, suspensions or extension of the term of the Loan Agreement shall be
made by additional agreement of the Parties. 
 4.5    Counterparts 

This Agreement may be executed in any number of counterparts each of which when executed and delivered shall constitute a duplicate original, but all the
counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has executed and delivered at least one counterpart. 

4.6    Applicable law and jurisdiction 
 The
provisions of this Agreement shall be governed by the laws of England and Wales. 
 All disputes of the Lender with Borrower concerning the provisions of
this Agreement, which cannot be settled by way of negotiations, shall be referred to and finally resolved by arbitration under the LC1A Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall
be one. The seat or legal place of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. 
 The Loan Agreement
is prepared in English and Russian. In case of discrepancy between the English and Russian version, the English shall prevail. 
 IN WITNESS WHEREOF, the
Parties acting through their authorized representatives have concluded and have signed this Loan Agreement on the specified day. 
 Duly
executed by the Parties: 
  

	
	  

	Director
	
	For and on behalf of the Borrower

  

	
	Mrs.                                   
      / Katerina Iosif
	
	Mr.                                     
    / Panagiota Stylianou /
	
	For and on behalf of the Lender


  
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 Additional Agreement to the Loan Agreement dated 8 September 2016 

12 December 2017 
 ZEMENIK TRADING
LIMITED, a company incorporated in Cyprus with registered number 332806, registered office is at Dositheou, 42, Strovolos, 2028, Nicosia, Cyprus, duly represented by its Directors Katerina Iosif and Panagiota Stylianou, acting under the
Articles of Association (hereinafter referred to as the “Lender”), and 
 ELQ INVESTORS II LTD, a company
incorporated in England and Wales with registered number 0637035, having its registered office at Peterborough Court, 133 Fleet Street, London, EC4A 2BB (hereinafter referred to as the “Borrower”), 

hereinafter together referred to as the “Parties”, have entered into this additional agreement (the “Additional
Agreement”) to the loan agreement dated 8 September 2016 between the Parties, as amended, supplemented or restated from time to time (the “Loan Agreement”) which is attached to this Additional
Agreement in Annex 1 hereto and have agreed as follows. 
  

	1.	INTERPRETATION 

 Unless otherwise specifically defined herein, each capitalized term used herein shall
have the meaning assigned to such term in the Loan Agreement. In the event of any conflict or inconsistency between the provisions of this Additional Agreement and the Loan Agreement with respect to the matters set forth herein, the provisions of
this Additional Agreement shall prevail. 
  

	2.	AMENDMENTS 

 2.1    With effect from (and including) the Effective Date (as defined
below), the Parties agree that the following new clause 3.6 shall be added to clause 3 (Loan conditions. Interest) to the Loan Agreement: 

“Notwithstanding any other provisions of this Agreement, with effect from (and including) the Effective Date and ending and (including) 31 March
2018 (such 120 day period, the “Excluded Period”), no interest shall accrue on the Loan. After the expiry of the Excluded Period, interest shall continue to accrue on the outstanding amount of the Loan in accordance
with this Agreement.” 
  

	3.	EFFECTIVE DATE 

 The Parties agree that the “Effective Date” shall be 1 December
2017. 
  

	4.	MISCELLANEOUS 

 4.1    Except as expressly amended hereby, all of the terms and
provisions of the Loan Agreement shall remain in full force and effect. 
 4.2    This Additional Agreement comes into force on the date
first written above and applies to the relations of the Parties that have arisen prior to such date. 
 4.3    The Parties agree that
clause 4 (Miscellaneous) of the Loan Agreement shall apply mutatis mutandis to this Additional Agreement. 
 Signature page follows 







 IN WITNESS WHEREOF, the Parties acting through their authorized representatives have concluded and have signed
this Additional Agreement on the specified day. 
 Duly executed by the Parties: 

For and on behalf of the Borrower: 
  

			
	Signature:	 	  

		
	Name:	 	  

		
	Position:	 	Director

 For and on behalf of the Lender: 
  

			
	Signature:	 	  

		
	Name:	 	Katerina Iosif
		
	Position:	 	Director
		
	Signature:	 	  

		
	Name:	 	Panagiota Stylianou
		
	Position:	 	Director








 ANNEX 1