Exhibit 4.3


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
is dated as of this ___ day of ________2021, by and among Cian PLC, a Cyprus public limited company (together with
any successor thereof resulting from any reorganization, merger, acquisition or otherwise, the “Company”), and the
persons identified on the signature pages hereto (collectively, the “Investors,” and each individually, the “Investor”).


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree with each other as follows:


 


1.            Certain
Definitions.


 


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


 


“ADSs” means American depositary
shares, each representing one Ordinary Share.


 


“Affiliate”
means with respect to any Person, (a) any other Person that controls, is controlled by, or is under common control with such Person
and (b) any investment company, limited partnership, fund, other collective investment vehicle or managed account that is (or any
assets of which are) managed or advised by such Person or Affiliate of such Person. The term “control” as used with respect
to any Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, each GS Shareholder is Affiliated
with each other GS Shareholder and each Elbrus Shareholder is Affiliated with each other Elbrus Shareholder.


 


Without limiting the foregoing:


 


		(a)	in
the case of each member of the GS Group, “Affiliate” includes each other member of the GS Group; and



 


		(b)	in the case of each Elbrus
                                            Shareholder, “Affiliate” includes:



 


		i.	any other entity directly or indirectly Controlled by, or Controlling
of, or under common Control with, Speedtime Trading Limited, Onlypiece Trading Limited, Ronder Investments Limited;



 


		ii.	Elbrus Capital Fund II L.P., Elbrus Capital Fund II B L.P.,
Elbrus Capital Fund III A S.C.Sp., Elbrus Capital Fund III B S.C.Sp or any collective investment scheme or managed account which raises
capital from one or more investors, in each case including investment compartments, subsidiaries, parallel or co-investing vehicles,
general partners, investment managers and/or investment advisors thereof and which is or will be Controlled, managed or advised by entities
under the Control of one or more of the same ultimate beneficial owners as the entities which currently Control, manage or advise Elbrus
Capital Fund II L.P., Elbrus Capital Fund II B L.P., Elbrus Capital Fund III A S.C.Sp. or Elbrus Capital Fund III B S.C.Sp.



 


“Business Day” means any day
other than a Saturday, a Sunday or a day on which banks in New York City (United States), Moscow (Russia), Nicosia (Cyprus), Tortola (British
Virgin Islands), George Town (Cayman Islands), Luxembourg or London (England) are authorized or obligated by law or executive order to
close or would customarily close.


 


“Articles” means the articles
of association of the Company.


 


“Commission” means the United
States Securities and Exchange Commission, or any other federal agency administering the Securities Act and the Exchange Act at the time.


 


“Convertible Securities” means
all then outstanding options, warrants, rights, convertible notes, Preferred Stock or other securities of the Company directly or indirectly
convertible into or exercisable for Ordinary Shares.


 


“Coordination Agreement” means
the coordination agreement dated on or around the date hereof among (i) Speedtime Trading Limited, Onlypiece Trading Limited and
Ronder Investments Limited (together, the “Elbrus Shareholders”), (ii) Maksim Melnikov, (iii) MPOC Technologies
Ltd, and (iv) ELQ Investors II Ltd, Stonebridge 2020 Offshore Holdings II, L.P., Stonebridge 2020, L.P. and West Street EMS Partners,
SLP (together, the “GS Shareholders”).


 


“Coordinated Shareholders” means
the Elbrus Shareholders, Maksim Melnikov, MPOC Technologies Ltd and the GS Shareholders, for as long as their respective Ownership Percentage
(together with their Affiliates or, in case of the GS Shareholders, any Affiliate(s) who is a direct or indirect transferee of a GS Shareholder) is three percent (3%) or more.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the time.


 






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“GS Affiliated Fund” means any
investment company, limited partnership, fund, other collective investment vehicle or managed account that is (or any assets of which
are) managed or advised by GS or an Affiliate of GS;


 


“GS Group”
means The Goldman Sachs Group, Inc. (“GS”) and its Affiliates and any GS Affiliated Fund (and “member of
the GS Group” shall be construed accordingly) and includes at the date of this Agreement, for the avoidance of doubt, ELQ Investors
II Ltd, Stonebridge 2020, L.P., Stonebridge 2020 Offshore Holdings II, L.P. and West Street EMS Partners, SLP.


 


“IPO” means the underwritten
initial public offering of the ADSs pursuant to an effective registration statement under the Securities Act.


 


“IPO Anniversary” means the
date that falls one calendar year after the date of the final prospectus relating to the IPO.


 


“Ordinary Shares” means the
ordinary shares of the Company of nominal value EUR 0.0004 per share.


 


“Ownership Percentage” means,
in respect of an Investor, the percentage obtained by dividing (a) the number of Ordinary Shares (whether directly or as ADSs) held
by such Investor and (b) the total number of Ordinary Shares (whether directly or as ADSs) outstanding.


 


“Permitted Transferee” means
any Affiliate of any Investor.


 


“Person” means an individual,
a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a limited liability company or partnership, a
government and any agency or political subdivision thereof.


 


“Preferred Stock” means any
shares issued with such preferred, deferred or other special rights or with such restrictions, whether in regard to dividend, voting,
return of capital or otherwise issued by the Company pursuant to the Articles.


 


“Registrable Securities” means
(i) any Ordinary Shares held by the Investors at any time, (ii) any Ordinary Shares issued or issuable pursuant to the conversion
of (x) the Preferred Stock or (y) any other Convertible Securities held by the Investors at any time, (iii) any other securities
issued or issuable with respect to any such shares described in clauses (i) and (ii) above by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization and (iv) any
ADSs issued in respect of any securities described in clause (i), (ii), or (iii). A Person will be deemed to be a holder of Registrable
Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such
acquisition has actually been effected.


 


“Registration Expenses” means
the expenses so described in Section 8 hereof.


 


“Restricted Period” means the
period commencing on the date of this Agreement and ending 180 days after such date.


 






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“Securities Act” means the Securities
Act of 1933, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.


 


“WKSI” means a “well-known
seasoned issuer” as defined under Rule 405.


 


2.            Coordination
Committee


 


A.            Formation
of Coordination Committee


 


(a)            The
Coordinated Shareholders shall create a coordination committee (the “Coordination Committee”), which shall not be a
committee of the board of directors of the Company, and such committee will be maintained by the Shareholders (and each Shareholder shall
participate) in accordance with the terms herein.


 


(b)            Each
Coordinated Shareholder's right to designate, remove and replace the representatives of the Coordination Committee (who may, but need
not be, a director of the Company) is as follows:


 


		i.	The Elbrus Shareholders shall have the right to designate, remove and replace two (2) representatives for as long as their Ownership
Percentage (together with their Affiliates) is in aggregate ten (10) or more percent. Otherwise, the Elbrus Shareholders shall have the right
to designate, remove and replace one (1) representative;



 


		ii.	the GS Shareholders shall have the right to designate, remove and replace one (1) representative;



 


		iii.	Maksim Melnikov shall have the right to designate, remove and replace one (1) representative; and



 


		iv.	MPOC Technologies Ltd, for as long as it is an Affiliate of Dmitry Demin, shall have the right to designate, remove and replace one
(1) representative.



 


(c)            For
the avoidance of doubt, a representative of a Coordinated Shareholder shall be automatically removed from the Coordination Committee once
the Coordinated Shareholder that appointed him ceases to be a Coordinated Shareholder or a party to this Agreement.


 


B.            Proceedings


 


Each Coordinated Shareholder's representative may
request a meeting of the Coordination Committee. Notice of such meeting must be given at least one Business Day in advance or at such
earlier time as the representatives may separately agree.


 


C.            Quorum


 


(a)            Except
as provided by sub-Sections (b) and (c) below, the quorum for transacting business at any meeting of the Coordination Committee
shall be all of the Coordinated Shareholders’ representatives being present when the relevant business is transacted. A representative
shall be regarded as present for the purposes of a quorum if represented by an alternate. Nothing in this clause shall be interpreted
as prohibiting meetings of the Coordination Committee being held by telephone or other electronic communication.


 






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(b)            If
a quorum is not present within 30 minutes from the time appointed for the meeting or if during the meeting a quorum ceases to be present,
the meeting shall be adjourned to the date that is 48 hours after the date of the meeting at the same time and place. The quorum at such
adjourned meeting shall be all of the Coordinated Shareholders’ representatives less the one(s) who failed to turn up to the
original meeting.


 


(c)            If
a quorum of the adjourned meeting is not present within 30 minutes from the time appointed for the meeting or if during the meeting a
quorum ceases to be present, the meeting shall be adjourned further to the date that is 24 hours after the date of the adjourned meeting
at the same time and place. The quorum at such further adjourned meeting shall be the representatives present at it.


 


D.            Vote
of Coordination Committee


 


Any and all decisions of Coordination Committee shall
be taken by the vote of a majority of the Coordination Committee (each representative having one vote) in attendance at a meeting of the
Coordination Committee. If at any vote the Coordination Committee is deadlocked then the Coordinated Shareholder representative representing
the largest Ownership Percentage (having regard to the Ownership Percentage of Affiliates) shall have the casting vote.


 


3.            Demand
Registration


 


A.            General
Provisions


 


(a)            Subject
to the terms and conditions of this Agreement:


 


		i.	at any time between the termination of the Restricted Period and the IPO Anniversary, any Investor (together with its Affiliates)
holding 5% of more of the Registrable Securities shall have the right to require the Company to file registration statements on Form F-1
covering all or any part of its and its Affiliates’ Registrable Securities; and



 


		ii.	as from the IPO Anniversary, any Investor (together with its Affiliates) holding 1% or more of the Registrable Securities shall have
the right to require the Company to file registration statements on Form F-3 covering all or any part of its and its Affiliates’
Registrable Securities,



 


by delivering a written request (“Registration Request”)
to the Company stating the number of Registrable Securities to be registered.


 


For the avoidance of doubt, the rights set out in this Section 3A(a) may
be exercised by multiple Investors that reach the requisite holding thresholds, but such thresholds shall be assessed on the basis of
each individual Investor together with its Affiliates.


 


(b)            The
Company shall as promptly as reasonably practicable (but in no event later than ten (10) days after receipt of the Registration Request)
give notice of the receipt of a Registration Request to all other Investors and such Investors shall then have ten (10) days to notify
the Company in writing of their intention to participate in the registration.


 






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(c)            The
Company shall use its reasonable commercial efforts to: (i) file a registration statement under the Securities Act for all Registrable
Securities whose holders request participation in such registration (but in any event no later than sixty (60) days after such request)
and (ii) have that registration statement declared effective as soon as practicable after the filing thereof, but no later than ten
(10) Business Days after the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration
Statement will not be “reviewed” or will not be subject to further review; provided however, that the Company shall
not be required to effect registration pursuant to a request under this Section 3.A more than a total of four (4) times
in any twelve- (12-) month period.


 


(d)            Notwithstanding
anything to the contrary contained herein, no request may be made under this Section 3.A within ninety (90) days after the
effective date of a registration statement filed by the Company covering an underwritten public offering in which the holders of Registrable
Securities shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered
all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration
under this Section 3.A(d) unless and until the registration statement relating to such registration has been declared
effective by the Commission; provided however, that the participating Investors holding a majority of the Registrable Securities
being registered by all participating Investors (a “Participating Majority”) may request, in writing, that the Company
withdraw a registration statement which has been filed under this Section 3.A but has not yet been declared effective, and
a Participating Majority may thereafter request the Company to reinstate such registration statement, if permitted under the Securities
Act, or the holders of Registrable Securities may request that the Company file another registration statement, in accordance with the
procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 3.A(d).


 


(e)            The
Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to
implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within
one hundred twenty (120) days following the effective date of any registration required pursuant to this Agreement.


 


B.            Additional
Provisions Specific to Form F-3


 


(a)            The
Company shall use its best efforts to keep any registration statement on Form F-3 effective until the earlier of 90 days or until
such holders have completed the distribution described in such registration statement. Notwithstanding the foregoing, to the extent that
registration on Form F-3 is not available to a holder that has requested registration, the Company shall use its best efforts to
effect such registration on Form F-1.


 


(b)            Investors
requesting registration of Registrable Securities under Form F-3 may request that the registration be made pursuant to Rule 415
under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any such request is submitted
to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities
Act) (an “Automatic Shelf Registration Statement”).


 






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4.            Offerings
Pursuant to Demand Registration


 


A.            General
Provisions


 


(a)            Subject
to the terms and conditions of this Agreement and, with respect to any Coordinated Shareholder (for so long as the Coordination Agreement
is in force), subject to first complying with the procedure set out in Clause 4.2 of the Coordination Agreement:


 


		i.	at any time between the termination of the Restricted Period and the IPO Anniversary, any Investor (together with its Affiliates)
holding 5% of more of the Registrable Securities shall have the right at any time to elect to sell all or part of its Registrable Securities
that are available for sale pursuant a registration statement on Form F-1; and



 


		ii.	as from the IPO Anniversary, any Investor (together with its Affiliates) holding Registrable Securities anticipated to have an aggregate
sale price (net underwriting discounts and commissions, if any) in excess of $20,000,000 shall have the right at any time to elect to sell all or part of its Registrable Securities that are available for sale pursuant a registration
statement on Form F-3,



 


by delivering a written notice (“Offering Notice”)
to the Company stating the number of Registrable Securities to be offered.


 


For the avoidance of doubt, the rights set out in this Section 4A(a) may
be exercised by multiple Investors that reach the requisite holding thresholds, but such thresholds shall be assessed on the basis of
each individual Investor together with its Affiliates.


 


(b)            The
Company shall as promptly as reasonably practicable (but in no event later than ten (10) days after receipt of the Offering Notice)
give notice of the receipt of an Offering Notice to all Investors and such Investors shall then have ten (10) days to notify the
Company in writing of their intention to participate in the offering.


 


(c)            The
Company shall use its best efforts to facilitate such offering to the extent requested by such holders.


 


(d)            Each
Investor agrees that such Investor shall treat as confidential the receipt of the notice relating to the Offering Notice and shall not
disclose or use the information contained in such notice without the prior written consent of the Company or until such time as the information
contained therein is or becomes available to the public generally, other than as a result of disclosure by the Investor in breach of the
terms of this Agreement.


 


(e)            With
respect to any offering pursuant to an underwritten public offering:


 


		i.	If the Coordination Committee decides that the supply of Registrable Securities is more than demand
                                                                                                        then the Coordination Committee shall at the same time determine the maximum number of Registrable Securities that may be offered,
                                                                                                        and the number of Registered Securities sought to be included by the holders thereof shall be reduced on a pro rata basis (based on
                                                                                                        the Ownership Percentage of such holders together with their Affiliates and, in case of the GS Shareholders, together with any
                                                                                                        Affiliate(s) who is a direct or indirect transferee of a GS Shareholder).



 





		ii.	The managing underwriter shall be chosen by the Coordination Committee.


 






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B.            Additional
Provisions Specific to Offerings under Form F-3


 


(a)            Notwithstanding
the foregoing and, with respect to any Coordinated Shareholder (for so long as the Coordination Agreement is in force), subject to first
complying with the procedure set out in Clause 4.3 of the Coordination Agreement, if any Investor desires to effect a sale of Registrable
Securities available for sale pursuant to a registration statement under the Securities Act for Shelf Registration (a “Shelf
Registration Statement”) other than by way of an underwritten offering, such Investor shall deliver the Offering Notice to the
Company no later than two Business Days prior to the expected date of such sale, and without prejudice to any limitations set forth herein,
the Company shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably
practicable.


 


(b)            The
Company shall, at the request of Investors representing a majority of the Registrable Securities covered by a Shelf Registration Statement,
file any prospectus supplement or, if the applicable Shelf Registration Statement is an Automatic Shelf Registration Statement, any post-effective
amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such
Investors to effect an offering thereunder.


 


5.            Piggyback
Registration.


 


If the Company at any time proposes to register
any of its securities under the Securities Act for sale to the public (except with respect to registration statements on Forms F-4, S-8
or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written
notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. Upon the written request
of any of such holders of the Registrable Securities, given within ten (10) days after receipt by such Person of such notice, the
Company will, subject to the limits contained in this Section 5, use its best efforts to cause all such Registrable Securities
of said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent
required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised
in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to
such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Shareholders”)
is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for
the accounts of Selling Shareholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such
managing underwriter; and provided further, that (a) in no event shall the amount of Registrable Securities of selling Investors
(together with their Affiliates) be reduced below fifty percent (50%) of the total amount of securities included in such offering; and
(b) any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not
having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration
rights pursuant to an agreement which is not this Agreement, and (iii) the Registrable Securities sought to be included by the holders
thereof as determined on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders).


 






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6.            Registration
Procedures. If and whenever the Company is required by the provisions of this Agreement to use its best efforts to promptly effect
the registration and/or sale of any of its securities under the Securities Act, the Company will:


 


(a)            use
its best efforts diligently to prepare and file with the Commission a registration statement on the appropriate form under the Securities
Act with respect to such securities, which form shall comply as to form in all material respects with the requirements of the applicable
form and include all financial statements required by the Commission to be filed therewith;


 


(b)            use
its best efforts to diligently prepare and file with the Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the distribution described
in such registration statement has been completed and to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such registration statement whenever the seller or sellers of such securities shall desire
to sell or otherwise dispose of the same, but only to the extent provided in this Agreement;


 


(c)            furnish
to each selling holder and the underwriters, if any, such number of copies of such registration statement, any amendments thereto, any
documents incorporated by reference therein, the prospectus, including a preliminary prospectus, in conformity with the requirements of
the Securities Act, and such other documents as such selling holder may reasonably request in order to facilitate the public sale or other
disposition of the securities owned by such selling holder;


 


(d)            use
its best efforts to register or qualify the securities covered by such registration statement under such other securities or state
blue sky laws of such jurisdictions as each selling holder shall request, and do any and all other acts and things which may be
necessary under such securities or blue sky laws to enable such selling holder to consummate the public sale or other disposition in
such jurisdictions of the securities owned by such selling holder, except that the Company shall not for any such purpose be
required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified;


 


(e)            within
a reasonable time before each filing of the registration statement or prospectus or amendments or supplements thereto with the Commission,
furnish to counsel selected by the holders of Registrable Securities copies of such documents proposed to be filed, which documents shall
be subject to the approval of such counsel;


 


(f)            immediately
notify each selling holder of Registrable Securities, such selling holder’s counsel and any underwriter and (if requested by any
such Person) confirm such notice in writing, of the happening of any event which makes any statement made in the registration statement
or related prospectus untrue or which requires the making of any changes in such registration statement or prospectus so that they will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein in the light of the circumstances under which they were made not misleading; and, as promptly as practicable thereafter,
prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the
purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(g)            use
its best efforts to prevent the issuance of any order suspending the effectiveness of a registration statement, and if one is issued use
its best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible
moment;


 






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(h)            if
requested by the managing underwriter or underwriters (if any), any selling holder, or such selling holder’s counsel, promptly incorporate
in a prospectus supplement or post-effective amendment such information as such Person requests to be included therein, including, without
limitation, with respect to the securities being sold by such selling holder to such underwriter or underwriters, the purchase price being
paid therefor by such underwriter or underwriters and with respect to any other terms of an underwritten offering of the securities to
be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;


 


(i)            make
available to each selling holder, any underwriter participating in any disposition pursuant to a registration statement, and any attorney,
accountant or other agent or representative retained by any such selling holder or underwriter (collectively, the “Inspectors”),
all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers,
directors and employees to supply all information requested by any such Inspector in connection with such registration statement;


 


(j)            enter
into any reasonable underwriting agreement required by the proposed underwriter(s) for the selling holders, if any, and use its best
efforts to facilitate the public offering of the securities;


 


(k)            furnish
to each prospective selling holder a signed counterpart, addressed to the prospective selling holder, of (A) an opinion of counsel
for the Company, dated the effective date of the registration statement, and (B) a “comfort” letter signed by the independent
public accountants who have certified the Company’s financial statements included in the registration statement, covering substantially
the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’
letter) with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration)
in opinions of the Company’s counsel and in accountants’ letters delivered to the underwriters in underwritten public offerings
of securities;


 


(l)            cause
the securities covered by such registration statement to be listed on the securities exchange or quoted on the quotation system on which
similar securities issued by the Company are then listed or quoted;


 


(m)            otherwise
use its best efforts to comply with all applicable rules and regulations of the Commission and make generally available to its security
holders, in each case as soon as practicable, but not later than 30 days after the close of the period covered thereby, an earnings statement
of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
comparable successor provisions);


 


(n)            otherwise
cooperate with the underwriter(s), the Commission and other regulatory agencies and take all actions and execute and deliver or cause
to be executed and delivered all documents necessary to effect the registration of any securities under this Agreement;


 


(o)            during
the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed
with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act;


 


(p)            if
the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain
a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such
Automatic Shelf Registration Statement is required to remain effective;


 






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(q)            if
the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed,
pay such fee at such time or times as the Registrable Securities are to be sold; and


 


(r)            if
the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, file
a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to
re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable efforts to refile the Shelf Registration
Statement on Form F-3 and, if such form is not available, Form F-1 and keep such registration statement effective during the
period during which such registration statement is required to be kept effective.


 


7.            Deemed
Underwriter. The Company agrees that, if an Investor or any of its Affiliates (each an “Investor Entity”)
could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection
with any registration of the Company’s securities pursuant to this Agreement, and any amendment or supplement thereof (any such
registration statement or amendment or supplement a “Investor Underwriter Registration Statement”), then the Company
will cooperate with such Investor Entity in allowing such Investor Entity to conduct customary “underwriter’s due diligence”
with respect to the Company and satisfy its obligations in respect thereof. In addition, at such Investor’s request, the Company
will furnish to such Investor, on the date of the effectiveness of any Investor Underwriter Registration Statement and thereafter from
time to time on such dates as such Investor may reasonably request (i) a letter, dated such date, from the Company’s independent
certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters
in an underwritten public offering, addressed to such Investor, and (ii) an opinion, dated as of such date, of counsel representing
the Company for purposes of such Investor Underwriter Registration Statement, in form, scope and substance as is customarily given in
an underwritten public offering, including, without limitation, a standard “10b-5” statement for such offering, addressed
to such Investor. The Company will also permit legal counsel to such investor to review and comment upon any such Investor Underwriter
Registration Statement at least five Business Days prior to its filing with the SEC and all amendments and supplements to any such Investor
Underwriter Registration Statement within a reasonable number of days prior to their filing with the SEC and not file any Investor Underwriter
Registration Statement or amendment or supplement thereto in a form to which such Investor’s legal counsel reasonably objects.


 


8.            Expenses.
All expenses incurred by the Company or the Investors in effecting the registrations or sales provided for in Section 2, Section 4
and Section 5, including, without limitation, all registration and filing fees, printing expenses, reasonable fees and disbursements
of counsel for the Company, reasonable fees and disbursements of (no more than) one counsel for the Investors participating in such registration
or sale as a group (selected by the holders of a majority of the Registrable Securities that are being registered or sold), underwriting
expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration and expenses
of complying with the securities or blue sky laws of any jurisdictions (all of such expenses referred to as “Registration Expenses”),
shall be paid by the Company, provided, however, that (i) counsel for the Investors and the fee estimate for the engagement
of such counsel must be approved by the Company in writing prior to the engagement of, or the incurrence of any fees by, such counsel
(such consent not to be withheld unreasonably) and (ii) the selling Holders must bear all Registration Expenses for any registration
or sale request made pursuant to Section 2, Section 4 or Section 5 and subsequently withdrawn by the Holders.


 






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9.            Indemnification.


 


(a)            The
Company shall indemnify and hold harmless each Investor that is a selling holder of Registrable Securities (including its partners (including
partners of partners and shareholders of such partners)), each underwriter (as defined in the Securities Act), and directors, officers,
employees and agents of any of them, and each other Person who participates in the offering of such securities and each other Person,
if any, who controls (within the meaning of the Securities Act) such seller, underwriter or participating Person (individually and collectively,
the “Indemnified Person”) against any losses, claims, damages or liabilities (collectively, the “liability”),
joint or several, to which such Indemnified Person may become subject under the Securities Act or any other statute or at common law,
insofar as such liability (or action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue
statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities were
registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or any free writing prospectus used in connection with any offering, including but not limited to, any free writing prospectus
used by the Company, the underwriters or the Investors, or (ii) any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Company of
the Securities Act, any state securities or “blue sky” laws or any sale or regulation thereunder in connection with such registration,
or (iv) any information provided by the Company or at the instruction of the Company to any Person participating in the offer at
the point of sale containing any untrue statement or alleged untrue statement of any material fact or omitting or allegedly omitting any
material fact required to be included in such information or necessary to make the statements therein not misleading. Except as otherwise
provided in Section 9(d), the Company shall reimburse each such Indemnified Person in connection with investigating or defending
any such liability; provided, however, that the Company shall not be liable to any Indemnified Person in any such case to the extent
that any such liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, preliminary or final prospectus, or amendment or supplement thereto, free writing prospectus, or
other information, in reliance upon and in conformity with information furnished in writing to the Company by such Person specifically
for use therein; and provided further, that the Company shall not be required to indemnify any Person against any liability arising
from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final
prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act
regardless of any investigation made by or on behalf of such Indemnified Person and shall survive transfer of such securities by such
seller; and provided further that, the indemnity agreement contained in this Section 9(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld).


 


(b)            Each
Investor holding any securities included in such registration being effected shall indemnify and hold harmless each other selling holder
of any securities, the Company, its directors and officers, employees and agents, each underwriter and each other Person, if any, who
controls (within the meaning of the Securities Act) the Company or such underwriter (individually and collectively also the “Indemnified
Person”), against any liability, joint or several, to which any such Indemnified Person may become subject under the Securities
Act or any other statute or at common law, insofar as such liability (or actions in respect thereof) arises out of or is based upon (i) any
untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement
under which securities were registered under the Securities Act at the request of such selling Investor, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereto, or any free writing prospectus used in connection with such
offering, including but not limited to, any free writing prospectus used by the Company, the underwriters, the Investors, or (ii) any
omission or alleged omission by such selling Investor to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or (iii) any information provided at the instruction of the Company to any Person participating
in the offer at the point of sale containing any untrue statement or alleged untrue statement of any material fact or omitting or allegedly
omitting any material fact required to be included in such information or necessary to make the statements therein not misleading, in
the case of (i), (ii) and (iii) to the extent, but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in such registration statement, preliminary or final prospectus, amendment or supplement thereto,
free writing prospectus, or other information, in reliance upon and in conformity with information furnished in writing to the Company
by such selling Investor specifically for use therein. Such selling Investor shall reimburse any Indemnified Person for any legal fees
incurred in investigating or defending any such liability; provided, however, that in no event shall the liability of any Investor
for indemnification under this Section 9 in its capacity as a seller of Registrable Securities exceed the lesser of (i) that
proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total
securities sold under such registration statement which is being held by such Investor, or (ii) the amount equal to the proceeds
to such Investor of the securities sold in any such registration; and provided further, however, that no selling Investor shall
be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any
preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of
any Person to deliver a prospectus as required by the Securities Act.


 






    11


     


    

 


(c)            Indemnification
similar to that specified in Sections 9(a) and (b) shall be given by the Company and each selling holder (with
such modifications as may be appropriate) with respect to any required registration or other qualification of their securities under any
federal or state law or regulation of governmental authority other than the Securities Act.


 


(d)            In
the event the Company, any selling holder or other Person receives a complaint, claim or other notice of any liability or action, giving
rise to a claim for indemnification under Sections 9(a), (b) or (c) above, the Person claiming indemnification
under such paragraphs shall promptly notify the Person against whom indemnification is sought of such complaint, notice, claim or action,
and such indemnifying Person shall have the right to investigate and defend any such loss, claim, damage, liability or action.


 


(e)            If
the indemnification provided for in this Section 9 for any reason is held by a court of competent jurisdiction to be
unavailable to an Indemnified Person in respect of any losses, claims, damages expenses or liabilities referred to therein, then
each indemnifying party under this Section 9, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or
liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Investor or
Investors and the underwriters from the offering of Registrable Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company, the other Investors and the underwriters in
connection with the statements or omissions which resulted in such losses, claims, damages expenses or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by the Company, the Investors and the underwriters shall be
deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the
Company, the Investors, and the underwriting discount received by the underwriters, in each case as set forth in the table on the
cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities. The
relative fault of the Company, the Investors and the underwriters shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company, the Investors, or the underwriters and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.


 






    12


     


    

 


The Company, the Investors and the Underwriters
agree that it would not be just and equitable if contribution to this Section 9 were determined by pro rata or per capita
allocation or by any other method of allocation which does not take account the equitable considerations referred to in the immediately
preceding paragraph. In no event, however, shall an Investor be required to contribute under this Section 9(e) in excess
of the lesser of (i) that proportion of the total of such losses, claims, damages expenses or liabilities indemnified against equal
to the proportion of the total Registrable Securities sold under such registration statement which are being sold by such Investor or
(ii) the net proceeds received by such Investor from its sale of Registrable Securities under such registration statement. No Person
found guilty of fraudulent representation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not found guilty of such fraudulent misrepresentation.


 


(f)            The
amount paid by an indemnifying party or payable to an Indemnified Person as a result of the losses, claims, damages, expenses and liabilities
referred to in this Section 9 shall be deemed to include, subject to limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same
are incurred. The indemnification and contribution provided for in this Section 9 will remain in full force and effect regardless
of any investigation made by or on behalf of the indemnified parties or any other officer, director, employee, agent or controlling person
of the indemnified parties. No indemnifying party, in the defense of any such claim or litigation, shall enter into a consent or entry
of any judgment or enter into a settlement without the consent of the Indemnified Person, which consent will not be unreasonably withheld
or delayed.


 


10.            Compliance
with Rule 144. For so long as the Company (i) has a class of securities registered under Section 12 of the Exchange
Act or (ii) files reports under Section 13 or 15(d) of the Exchange Act, the Company will use its best efforts to file
with the Commission such information as is required under the Exchange Act for so long as there are holders of Registrable Securities;
and in such event, the Company shall use its best efforts to take all action as may be required as a condition to the availability of
Rule 144 under the Securities Act (or any comparable successor rules). The Company shall furnish to any holder of Registrable Securities
upon request a written statement executed by the Company as to the steps it has taken to comply with the current public information requirement
of Rule 144 (or such comparable successor rules). Subject to the limitations on transfers imposed by this Agreement, the Company
shall use its best efforts to facilitate and expedite transfers of Registrable Securities pursuant to Rule 144 under the Securities
Act, which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Securities.


 


11.            Rule 144A
Information. The Company shall, upon written request of any Investor, provide to such Investor and to any prospective institutional
transferee of the Ordinary Shares designated by such Investor, such financial and other information as is available to the Company or
can be obtained by the Company without material expense and as such Investor may reasonably determine is required to permit such transfer
to comply with the requirements of Rule 144A promulgated under the Securities Act.


 


12.            Amendments.
The provisions of this Agreement may be amended, and the Company may take any action herein prohibited or omit to perform any act herein
required to be performed by it, only if the Company has obtained the written consent of (i) holders of at least 75% of the Registrable
Securities and (ii) every Coordinated Shareholder. For the purposes of this Agreement and all agreements executed pursuant hereto,
no course of dealing between or among any of the parties hereto and no delay on the part of any party hereto in exercising any rights
hereunder or thereunder shall operate as a waiver of the rights hereof and thereof.


 






    13


     


    

 


13.            Postponement.
The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety
(90) days in the aggregate during any twelve (12) month period, if the Company has been advised by legal counsel that such filing would
require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors
determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black Out
Period”). Upon notice of the existence of a Black Out Period from the Company to any Investor or Investors with respect to
any registration statement already effective, such Investor or Investors shall refrain from selling their Registrable Securities under
such registration statement until such Black Out Period has ended; provided, however, that the Company shall not impose a Black
Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive
months and in no event shall such Black Out Period exceed sixty (60) days.


 


14.            Market
Stand-Off.


 


(a)            Each
Investor agrees, if requested by the Company and an underwriter of Registrable Securities of the Company in connection with any public
offering by the Company in which such Investor is not participating, not to directly or indirectly offer, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise
dispose of or transfer any shares held by it for such period, not to exceed ninety (90) days following the effective date of the relevant
registration statement in connection with any public offering of Registrable Securities, as such underwriter shall specify reasonably
and in good faith, provided, however, that all officers and directors of the Company and all 1% or greater shareholders of the
Company enter into similar agreements. Notwithstanding anything in this Agreement, (i) none of the provisions of this Agreement
shall in any way limit any Investor from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling,
merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted
in the ordinary course of their business, and (ii) the restrictions contained in this Agreement shall not apply to Registrable Securities
acquired by any Investor Entity following the effective date of the first registration statement of the Company covering Registrable
Securities to be sold on behalf of the Company in an underwritten public offering.


 


(b)            The
Company will obtain agreements in writing from each holder of equity or options of the Company, as a condition to any issuance of equity
or grant of options, agreeing not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any shares of
equity without the consent of the Company’s underwriters, in connection with any public offering of the Company’s equity,
consistent with the provisions of Section 14(a) hereof.


 


15.            Transferability
of Registration Rights. The registration rights set forth in this Agreement are transferable to each Permitted Transferee of
Registrable Securities (each such transfer, a “Permitted Transfer”). Each subsequent holder of Registrable Securities must
consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted pursuant to this
Agreement.


 






    14


     


    

 


16.            Rights
Which May Be Granted to Subsequent Investors. Other than Permitted Transfers of Registrable Securities under Section 15,
the Company shall not, without the prior written consent of (i) holders of at least 75% of the Registrable Securities and (ii) every
Coordinated Shareholder (a) allow purchasers of the Company’s securities to become a party to this Agreement or (b) grant
any other registration rights other than any incidental or so called piggyback registration rights to any third parties that are not
inconsistent with the terms of this Agreement.


 


17.            Damages.
The Company recognizes and agrees that each holder of Registrable Securities will not have an adequate remedy if the Company fails to
comply with the terms and provisions of this Agreement and that damages will not be readily ascertainable, and the Company expressly
agrees that, in the event of such failure, it shall not oppose an application by any holder of Registrable Securities or any other Person
entitled to the benefits of this Agreement requiring specific performance of any and all provisions hereof or enjoining the Company from
continuing to commit any such breach of this Agreement.


 


18.            Miscellaneous.


 


(a)            Notices.
All notices, requests, demands and other communications provided for hereunder shall be in writing and mailed (by first class registered
or certified mail, postage prepaid), sent by express overnight courier service, or delivered to the applicable party at the addresses
indicated below:


 


If to the Company:


 


Cian PLC 


64 Agiou Georgiou Makri 


Anna Maria Lena Court, Flat 201 


Larnaca 6037 


Cyprus 


Attention: Varvara Kiseleva, Director for Capital Markets 


Tel: +7 916 612 94 94


 


With a copy to:


 


Latham & Watkins LLP

Ul. Gasheka 6, Ducat III, Office 510

Moscow 125047

Russia

Attention: J. David Stewart 


Tel: +7 495 785 1234


 


If to the Investors:


 


At the address noted below their signature lines
on the signature pages hereto.


 


If to any other holder of Registrable Securities:


 


At
such Person’s address for notice as set forth in the books and records of the Company or, as to each of the foregoing,
at such other address as shall be designated by such Person in a written notice to other parties complying as to delivery with the
terms of this subsection (a). All such notices, requests, demands and other communications shall, when mailed, telegraphed or
sent, respectively, be effective (i) two days after being deposited in the mails or (ii) one day after being deposited
with the express overnight courier service transmission, respectively, addressed as aforesaid.


 






    15


     


    

 


(b)            Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding any rule of
law that would cause the application of the laws of any jurisdiction other than the laws of the State of New York. Each
of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court of competent
jurisdiction in NEW YORK COUNTY, NEW YORK FOR ANY DISPUTE NOT OTHERWISE ADJUDICATED PURSUANT TO THE PROVISIONS OF SECTION 18(c) HEREOF.


 


(c)            Arbitration.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence,
validity or termination, or the transactions contemplated herein, or the breach, termination or validity thereof may be referred to and
finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (“LCIA”)
(the “Rules”), which Rules are deemed to be incorporated by reference in this Section 18(c). The number
of arbitrators shall be three (3), and the parties in such arbitration shall each nominate one (1) arbitrator. The third arbitrator,
who will act as chairman of the arbitral tribunal, will be appointed by the President of the LCIA having taken into account any agreement
on the arbitrator to be appointed as chairman of the arbitral tribunal reached by the two Party-nominated or appointed arbitrators, such
agreement to be within fourteen (14) days of the appointment of the last party nominated or appointed arbitrator. The legal place
of arbitration shall be London and the language of arbitration shall be English. This arbitration agreement, including its validity and
scope, shall be governed by New York law. For the avoidance of doubt, the parties acknowledge and agree that the party bringing any dispute,
controversy or claim may bring (i) arbitration under this Section 18(c) or (ii) a dispute under Section 18(b) hereof.


 


(d)           Consolidation
of Arbitrations. If two or more arbitrations are commenced under this Agreement and/or under the Coordination Agreement, any party
named as claimant or respondent in any of these arbitrations may petition any arbitral tribunal appointed in these arbitrations for an
order that the several arbitrations be consolidated in a single arbitration before that arbitral tribunal. The parties hereto hereby
consent to such consolidation of arbitrations.


 


(e)            Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


 


(f)            Counterparts.
This Agreement may be executed in one or more counterparts and by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which together shall be deemed to constitute one and the same instrument. Counterparts may
be delivered via facsimile, electronic mail (including .pdf) or other transmission method and any counterpart so delivered shall be deemed
to have been duly and validly delivered and to be valid and effective for all purposes.


 






    16


     


    

 


(g)            Severability.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability
shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained
herein.


 


(h)            Integration.
This Agreement, including the exhibits, documents and instruments referred to herein or therein, constitutes the entire agreement among
the parties with respect to the subject matter.


 


[SIGNATURE PAGES FOLLOW]


 






    17


     


    

 



 


IN WITNESS WHEREOF, the parties hereto have caused
this Registration Rights Agreement to be duly executed as of the date first set forth above.


 


	 	COMPANY:
	 	 	 
	 	CIAN PLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    

 


	 	 	INVESTORS:




	 	 	 
	
    Signed by

    

    
	)	
	SPEEDTIME TRADING LIMITED	 	 
	 	 	 
	 	 	 
	
    Address for notice:

    

    
	 	 



 






     


     


    

 


	
    Signed by

    

    
	)	
	ONLYPIECE TRADING LIMITED	 	 
	 	 	 
	 	 	 
	
    Address for notice:

    
	 	 





 




     


     


    

 


	
    Signed by

    
	)	
	RONDER INVESTMENTS LIMITED	 	 
	 	 	 
	 	 	 
	
    Address for notice:

    
	 	 


 




     


     


    

 


	
    Signed by

    
	)	
	MAXIM MELNIKOV	 	 
	 	 	 
	 	 	 
	
    Address for notice:

    
	 	 


 







     


     


    

 


	
    Signed by

    
	)	
	MPOC TECHNOLOGIES LTD	 	 
	 	 	 
	 	 	 
	
    Address for notice:

    
	 	 


 




     


     


    

 


 


	Signed by 	)	
	JOOX LIMITED 	 	 
	 	 	 
	 	 	 
	Address for notice:	 	 



 






     


     


    

 


	Signed by 	)	
	OTAGA LIMITED 	 	 
	 	 	 
	 	 	 
	Address for notice:      	 	 



 






     


     


    

 


	Signed by	)	
	ELQ INVESTORS II LTD	 	 
	 	 	 
	 	 	 
	Address for notice:      	 	 
	 	 	 
	Address: Plumtree Court


25 Shoe Lane


London, EC4A 4AU


United Kingdom


Email: Jim.Wiltshire@gs.com


mbd-mo-london@gs.com


gs-mbd-emea-fme@gs.com


Attention: Jim Wiltshire


 


with a copy to:


 


Address: c/o OOO Goldman Sachs


14th Floor, Ducat III, 6 Gasheka Street 

Moscow 125047, Russian Federation


Email: maxim.klimov@gs.com

Dmitry.Kurilo@gs.com


Attention: Max Klimov and Dmitry Kurilo

	 	 



 






     


     


    

 


	Signed by 	)	
	STONEBRIDGE 2020 OFFSHORE HOLDINGS II, L.P	 	 
	Acting by:  Bridge Street Opportunity Advisors, L.L.C., its General Partner	 	 
	 	 	 
	 	 	 
	Address for notice:      	 	 
	 	 	 
	Address: Ugland House


PO Box 309, South Church Street


George Town, Cayman Islands, KY1-1104


Email: gs-pia-dallas@gs.com

19726466373@tls.ldsprod.com


gs-mbd-mo@gs.com


Attention: Andrew Bain


 


with a copy to:


 


Address: c/o OOO Goldman Sachs


14th Floor, Ducat III, 6 Gasheka Street


Moscow 125047, Russian Federation


Email: maxim.klimov@gs.com

Dmitry.Kurilo@gs.com


Attention: Max Klimov and Dmitry Kurilo

	 	 



 






     


     


    

 


	Signed by 	)	
	STONEBRIDGE 2020, L.P.	 	 
	Acting by: Bridge Street Opportunity Advisors, L.L.C., its General Partner	 	 
	 	 	 
	 	 	 
	Address for notice:      	 	 
	 	 	 
	Address: Corporation Trust Center


1209 Orange Street


Wilmington, Delaware, DE-19801


Email: gs-pia-dallas@gs.com

19726466373@tls.ldsprod.com


gs-mbd-mo@gs.com


Attention: Andrew Bain


 


with a copy to:


 


Address: c/o OOO Goldman Sachs


14th Floor, Ducat III, 6 Gasheka Street

Moscow 125047, Russian Federation


Email: maxim.klimov@gs.com

Dmitry.Kurilo@gs.com


Attention: Max Klimov and Dmitry Kurilo

	 	 



 






     


     


    

 


	Signed by 	)	
	WEST STREET EMS PARTNERS, SLP	 	 
	Acting by: WEST STREET EMS PARTNERS GP, S.A.R.L., its General Partner	 	 
	 	 	 
	 	 	 
	Address for notice:      	 	 
	 	 	 
	Address: 2 Rue du Fosse, L-1536

    Luxembourg


Email: Marielle.STIJGER@broadstreet.lu GSLMSBanksandAgents@broadstreet.lu


Attention: Marielle Stijger


 


with a copy to:


 


Address: c/o OOO Goldman Sachs


14th Floor, Ducat III, 6 Gasheka Street

Moscow 125047, Russian Federation


Email: maxim.klimov@gs.com

Dmitry.Kurilo@gs.com


Attention: Max Klimov and Dmitry Kurilo