EX-10.8



 Exhibit 10.8 

LOAN AGREEMENT 
 This agreement
(hereinafter referred to as the “Loan Agreement”) is made on this 7th day of July 2017 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
(hereinafter referred to as the “Lender”), and 
 ELQ INVESTORS VIII LTD, a company incorporated in England and
Wales with registered number 9182214, 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	In accordance with the provisions and terms of this Loan Agreement the Lender grants the Borrower the loan in a principal amount not exceeding EUR 5 160 000 (Five million one hundred sixty thousand euro) (hereinafter
referred to as the “Loan”). 

  

	1.2	The Loan shall be advanced to the Borrower in one or more tranches at Lender’s discretion within 90 (Ninety) 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. 

  

	1.3	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 

IBAN: CY57 0020 0195 0000 3570 2503 0929 (EUR) 

Bank: Bank of Cyprus Public Company Ltd 

Swift BIC: BCYPCY2N 
  

	1.4	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 (if a business day in London and Cyprus, failing which it shall be repayable on the next succeeding
business day, which extension shall not be included in computing interest on the Loan) of this Agreement or earlier at any time at the Borrower’s discretion. 


 

	2.	REPRESENTATIONS 

  

	2.1	The Borrower represents that (a) it is a legal entity registered and carrying out activity in accordance with the laws of England and Wales in force; (b) all corporate procedures, statutory documents and
permissions necessary and 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 (c) this
Agreement constitutes effective legal obligations of Borrower. 

  

	2.2	The Lender represents that: (a) it is a legal entity registered and carrying out activity in accordance with the laws of Republic of Cyprus in force; (b) all corporate procedures, statutory documents and
permissions necessary and 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 (c) this Agreement constitutes effective legal obligations of Lender. 


  
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	3.	INTEREST 

  

	3.1	The interest on the Loan accrues on a monthly basis in the amount of 6% (the «Interest Rate») and is 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	The Loan Agreement comes into force on the date first written above. 

  

	4.2	Any notice sent under this Loan Agreement shall be submitted in writing 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	The Parties may not transfer all or part of his rights or obligations under this Loan Agreement without written consent of the other Party. The Lenders consent to the Borrower’s assignment to an affiliate is not to
be unreasonably withheld. 

  

	4.4	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	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	No third parties shall have any rights under this Agreement under the Contracts (Rights of Third Parties) Act 1999. 

  

	4.7	The provisions of this Agreement shall be governed by the laws of England and Wales. 

  

	4.8	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 LCIA 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.


 Signature page follows 

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

 

			
	For and on behalf of the Borrower:
		
	Signature:	 	  

		
	Name:	 	  

		
	Position:	 	  

	
	For and on behalf of the Lender:
		
	Signature:	 	  

		
	Name:	 	Katerina Iosif
		
	Position:	 	Director
		
	Signature:	 	  

		
	Name:	 	Panagiota Stylianou
		
	Position:	 	Director



  
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 Additional Agreement to the Loan Agreement dated 7 July 2017 

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 VIII LTD, a company
incorporated in England and Wales with registered number 9182214, 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 7 July 2017 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 amendments shall be made to the Loan Agreement: 
 (A) A new clause 1.5 shall be added to clause 1 (The Loan): 

“(a) With effect from (and including) the Effective Date, the Loan shall be redenominated into Russian Roubles (“Roubles”
or “RUB”) and such redenomination shall be calculated by reference to an exchange rate of RUB 68.3563 for one Euro. Following such redomination, the outstanding principal amount under the Loan shall be equal
to RUB 352,718,508.00. 
 (b) With effect from (and including) the Effective Date, the accrued interest on the Loan shall be redenominated into Roubles and
such redenomination shall be calculated by reference to an exchange rate of RUB 68.3563 for one Euro. Following such redomination, the accrued interest on the Loan shall be equal to RUB 7,682,499.01. Other than as specified in clause 3.6 (as
included into this Loan Agreement pursuant to this Additional Agreement, the provisions pertaining to the accrual and payment of interest in respect of the Loan shall continue in full force and effect notwithstanding the redenomination.” 

(B) A new clause 3.6 shall be added to clause 3 (Interest): 

“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. 

  
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	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 pages follows 

  
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 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


  
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 ANNEX 1 

  
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