Exhibit
                                            10.3


 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


		



 


Execution version


            


July 31, 2019


   


IREALTOR LIMITED LIABILITY COMPANY


 


AS THE BORROWER


 


and


 


RAIFFEISENBANK JOINT-STOCK COMPANY


 


AS THE CREDIT MANAGER


 


and


 


RAIFFEISENBANK JOINT-STOCK COMPANY


 


AS THE PLEDGE MANAGER


 


and


 


RAIFFEISENBANK JOINT-STOCK COMPANY


 


ROSBANK PUBLIC JOINT STOCK COMPANY


 


AS THE ORIGINAL CREDITORS


 


	 	SYNDICATED CREDIT AGREEMENT	 


                        


Herbert Smith Freehills CIS LLP


     






    1 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


TABLE OF CONTENTS


   


	Article	Heading	Page



 


		1.	DEFINITIONS	4



 


		2.	SUBJECT MATTER OF THE AGREEMENT	18



 


		3.	PURPOSE	20



 


		4.	REQUIREMENTS TO THE BORROWER FOR GRANTING OF THE CREDIT	20



 


		5.	CREDIT ARRANGEMENT	21



 


		6.	TERMINATION OF THE CREDITOR’S OBLIGATION	22



 


		7.	REPAYMENT OF THE CREDIT	23



 


		8.	EARLY REPAYMENT AND REFUSAL OF THE CREDIT	23



 


		9.	INTEREST	25



 


		10.	INTEREST PERIODS	27



 


		11.	TAXES	27



 


		12.	ADDITIONAL PAYMENTS	28



 


		13.	ADDITIONAL COSTS	30



 


		14.	REIMBURSEMENT OF EXPENSES AND LOSSES	31



 


		15.	WARRANTIES AND REPRESENTATIONS	33



 


		16.	UNDERTAKINGS TO PROVIDE INFORMATION	39



 


		17.	UNDERTAKINGS TO COMPLY WITH THE FINANCIAL INDICATORS	42



 


		18.	GENERAL OBLIGATIONS	46



 


		19.	EVENTS OF DEFAULT	51



 


		20.	CREDIT SECURITY	55



 


		21.	REPLACEMENT OF THE PARTIES	59



 


		22.	FINANCE PARTIES	62



 


		23.	PAYMENT MECHANISM	68



 


		24.	NOTICES	71



 


		25.	PARTIAL INVALIDITY	72



 


		26.	AMENDMENT of the FINANCE DOCUMENTS	73



 


		27.	CONFIDENTIALITY	74



 


		28.	APPLICABLE LAW	76



 


		29.	DISPUTE RESOLUTION	76



 


		30.	FORCE MAJEURE	77



 


		31.	SIGNING	77



 


		Appendix 1	LIST OF THE ORIGINAL CREDITORS	78



 


		Appendix 2	REQUIREMENTS TO THE BORROWER FOR GRANTING OF THE CREDIT	81



 


		Appendix 3 	DRAWDOWN REQUEST FORM	86



  


		Appendix 4	CREDITOR RIGHTS ASSIGNMENT AGREEMENT FORM	87



 


		Appendix 5	CONFIRMATION OF COMPLIANCE WITH THE FINANCIAL INDICATORS FORM	93



 






    2 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


		Appendix 6	NOTICE OF EARLY REPAYMENT FORM	95



 


		Appendix 7	DRAWDOWN SCHEDULE	96



 


		Appendix 8	repayment schedule	97



 


		Appendix 9	security agreements	99



 


		Appendix 10	Subsequent Conditions	101



 


		Appendix 11	ownership structure chart	104



 


		Appendix 12	trade marks	105



 


		Appendix 13	SOFTWARE WITHOUT REGISTRATION	106



 


		Appendix 14	FORM OF REPORT	107



       






    3 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


THIS SYNDICATED CREDIT AGREEMENT (hereinafter
the “Agreement”) is made on July 31, 2019 (hereinafter the “Signing Date”)


 


BETWEEN:


 


		(1)	Irealtor LLC, a limited liability company incorporated pursuant to the legislation of the Russian
Federation, registered in the Unified State Register of Legal Entities of the Russian Federation under primary state registration number
(OGRN) 1137746481190 and located at 27, ul. Elektrozavodskaya, bldg. 8, room I, floor 5, Moscow, 107023, Russian Federation, as a borrower
(hereinafter referred to as the “Borrower”);    



 


		(2)	CREDIT INSTITUTIONS listed in Annex 1 (List of the Original Creditors) as creditors (hereinafter
referred to as the “Original Creditors”);



 


		(3)	RAIFFEISENBANK JSC as a credit manager (hereinafter referred to as the “Credit Manager”);
and



 


		(4)	RAIFFEISENBANK JSC as a pledge manager (hereinafter referred to as the “Pledge Manager”).



 


THE PARTIES HAVE AGREED as follows:


 


		1.	DEFINITIONS



 


		1.1	Terms



 


In this Agreement:


 


“Shareholders”
mean jointly:


 


		(a)	ELQ INVESTORS II LTD;



 


		(b)	MPOC Technologies;



 


		(c)	Melnikov M.A.;



 


		(d)	JOOX LIMITED and



 


		(e)	Ultimate Beneficial Owners.



 


and any of them referred to as the “Shareholder”.


 


“Shareholders’
Agreement” means the shareholders’ agreement dated 6 August 2018 entered into between Speedtime Trading, Ronder Investments,
MPOC Technologies, JOOX Limited, ELQ INVESTORS II LTD, Melnikov М.А. and Solaredge Holdings.


 


“Affiliate”
means a Subsidiary or an Associated Company of the person or a Holding Company of the person or any other Subsidiary or Associated Company
of such Holding Company.


 


“Base Rate”
means the key rate of the Central Bank of the Russian Federation based on the information specified on the official website of the Central
Bank of the Russian Federation (on http://cbr.ru or any other official website of the Central Bank of the Russian Federation, if changed)
on a daily basis. If the key rate of the Central Bank of the Russian Federation is repealed and (or) no longer used by the Central Bank
of the Russian Federation to determine the price terms for financing credit institutions of the Russian Federation, the “Base Rate”
(for the purposes of this Agreement) shall be calculated based on the similar indicator as at the moment of such rate's termination as
set by the Central Bank of the Russian Federation for pricing in refinancing transactions through repurchase transactions and (or) against
security of non-market assets, whichever indicator is greater.


 


If the specified rate is negative,
then it shall be considered to be equal to zero.


 


“Majority
of Creditors” means:


 


		(a)	Before the first Drawdown Date — the Creditors, which Credit Limits in the aggregate amount to 66
 2⁄3 per cent or more of the Aggregate Credit Limit;



 


		(b)	If there is no Outstanding Credit and the Aggregate Credit Limit was reduced to zero — the Creditors,
which Credit Limits in the aggregate amounted to 66 2⁄3 per cent or more of the Aggregate Credit
Limit immediately before the date of such reduction; or



 









    4 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


		(c)	During any other period — the Creditors, which participation in the Outstanding Credit along with
their share in the Aggregate Unspent Credit Limit and in the sum of the Credits to be provided based on the valid, but not fulfilled Drawdown
Requests amounts to 66 2⁄3 per cent in the aggregate or more of the total amount of the Outstanding Credit along with the Aggregate
Unspent Credit Limit and the total amount of the Credits to be provided based on the valid, but not fulfilled Drawdown Requests.



 


“BVA”
means at any time the book value of the Borrower’s assets in accordance with the Borrower’s latest financial statements under
RAS.


 


“Drawdown”
means any disbursement of the Credit to the Borrower by the Credit Manager through crediting to the Borrower’s Account.


 


“Guarantors”
mean jointly legal entities specified in the “Pledger or Guarantor” column in the “Guarantees” section of Annex 9
(Security Agreements), and the “Guarantor” means any of them.


 


“Guarantees”
means jointly guarantees specified in Annex 9 (Security Agreements) and the “Guarantee” means any of them


 


“Civil
Code” means the Civil Code of the Russian Federation.


 


“Drawdown
Schedule” means a schedule provided in Annex 7 (Drawdown Schedule).


 


“Drawdown
Date” means the date, when the Credit or a part thereof is provided to the Borrower through crediting to the Borrower’s
Account.


 


“Final
Repayment Date” means:


 


		(a)	With regard to Instalment 1 — the date occurring in 36 months from the Signing Date; and



 


		(b)	With regard to Instalment 2 — the date occurring in 60 months from the Signing Date.



 


“Interest
Rate Determination Date” means in relation to any Interest Period the date one Business Day before the said Interest Period
begins.


 


“Pledge
Registration Date” means the date of providing by the Credit Manager of confirmation of the receipt of documents and information
listed in Clauses 1(A) and 2(A) of Annex 10 (Subsequent Conditions).


 


“Test Date”
has the meaning given in Article 17.1 (Interpretation).


 


“Margin
Increase Date” has the meaning specified in Article 9.2 (Margin Revision).


 


“Interest
Payment Date” means:


 


		(a)	March 15, June 15, September 15, and December 15 of each calendar year; and



 


		(b)	Each Final Repayment Date.



 


“Participatory
Interest Pledge Agreement” means the participatory interest pledge agreement specified in Annex 9 (Security Agreements).


 


“Software
Rights Pledge Agreement” means the agreement for pledge of rights to the Software as specified in Annex 9 (Security
Agreements).


 


“Trade
Marks Rights Pledge Agreement” means the Trade Marks rights pledge agreement specified in Annex 9 (Security Agreements).


 


“Licence
Agreements Rights Pledge Agreement” means the Licence Agreements rights pledge agreement specified in Annex 9 (Security
Agreements).


 


“Double
Tax Treaty” means any double tax treaty entered into by and between a foreign state (territory) and the Russian Federation
(or the USSR), which provides for full or partial exemption from payment in the Russian Federation of income tax of foreign legal
entities charged on payments provided for by this Agreement.


 






    5 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


“Creditor
Rights Assignment Agreement” means the agreement drawn up mainly in the form of Annex 4 (Creditor Rights Assignment Agreement
Form) or in any other form, whereby the Existing Creditor (as defined in Article 21 (Replacement of the Parties)) assigns its
claims and (or) transfers its obligations under this Agreement to a New Creditor (as defined in Article 21 (Replacement of the Parties)).


 


“Shareholders
Loan Agreements” mean jointly loan agreements between any of the Debtors as a borrower and any of the Shareholders as a lender,
which repayment date occurs no earlier than the Final Repayment Date relating to Instalment 2 (inclusively), and the “Shareholders
Loan Agreement” means any of them.


 


“Loan Agreements”
mean jointly subsequent loan agreements (other than the Shareholders Loan Agreement):


 


		(a)	Loan agreement between Solaredge Holdings as the borrower and the companies Ronder Investments, Speedtime
Trading, JOOX Limited and MPOC Technologies as the lenders dated January 22, 2019 for the amount not exceeding 2,687,600 US dollars;



 


		(b)	Loan agreement between the Borrower as a borrower and Solaredge Holdings as a lender dated January 18,
2019 to the amount not exceeding the total amount of the debt under the loan agreement indicated in point (a) of this definition; and



 


		(c)	Loan agreement between the Borrower as a borrower and Melnikov M.A. as a lender dated January 18, 2019
to the amount not exceeding 308,660 US dollars,



 


Provided that:


 


		(i)	The aggregate amount of the whole indebtedness under the said Loan Agreements does not exceed 300,000,000
Russian rubles (or the equivalent of this amount in another currency), and for the purpose of calculation of this amount, only indebtedness
under the loan agreements indicated in points (b) and (c) of this definition, shall be taken into account; and



 


		(ii)	The loans under the said Loan Agreements are granted for the Federal Marketing Campaign,



 


and “Loan
Agreement” means any of them.


 


“Pledge
Agreements” mean jointly:


 


		(a)	Each Share Pledge Agreement;



 


		(b)	Participatory Interest Pledge Agreement;



 


		(c)	Each Account Pledge Agreement; and



 


		(d)	Each Intellectual Property Items Pledge Agreement,



 


and “Pledge Agreement”
means any of them.


 


“Share
Pledge Agreements” mean jointly share pledge agreements specified in Annex 9 (Security Agreements), and the “Share
Pledge Agreement” means any of them.


 


“Intellectual
Property Items Pledge Agreements” mean jointly agreements for pledge of exclusive rights and licence agreement rights as specified
in Annex 9 (Security Agreements) (including the Software Rights Pledge Agreement, the Trade Marks Rights Pledge Agreement,
and the Licence Agreements Rights Pledge Agreement), and the “Intellectual Property Items Pledge Agreement” means any
of them.


 


“Account
Pledge Agreements” mean jointly agreements for pledge of rights under the pledge account as specified in Annex 9 (Security
Agreements), and the “Account Pledge Agreement” means any of them.


 






    6 


     


    




*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


“Pledge
Account Agreements” mean jointly:


 


		(a)	Agreement dated June 19, 2019 for opening and maintaining pledge account No. [***]
                                                                  between the Borrower as a client and Raiffeisenbank JSC as a bank; and



 


		(b)	Agreement dated June 13, 2019 for opening and maintaining pledge account No. [***]
between the Borrower as a client and Rosbank PJSC as a bank,



 


and “Pledge
Account Agreement” means any of them.


 


“Security
Agreements” mean jointly:


 


		(a)	Each Pledge Agreement; and



 


		(b)	each Guarantee,



 


And “Security Agreement”
means any of them.


 


“Transaction
Documents” mean jointly:


 


		(a)	Each Financial Document;



 


		(b)	Each Pledge Account Agreement; and



 


		(c)	Each Licence Agreement,



 


And “Transaction Document”
means any of them.


 


“Debtors”
mean jointly the Borrower, each Guarantor, and each Pledger, and the “Debtor” means any of them.


 


“US dollar”
means the legal currency of the United States of America.


 


“Subsidiary”
means any legal entity (the “First Legal Entity”), if any other (main) company or partnership:


 


		(a)	Owns the majority of voting rights in the First Legal Entity; or



 


		(b)	Has a participatory interest and a right to appoint or remove the majority of members of the executive
body of the First Legal Entity; or



 


		(c)	Has a right to exert dominant influence on the First Legal Entity by virtue of the provisions contained
in the constituent documents of such First Legal Entity or in the control agreement; or



 


		(d)	Is a member (shareholder) of the First Legal Entity and, independently or as agreed upon with other members,
controls the majority of voting rights in the First Legal Entity,



 


Including any legal
entity, the shares or participatory interests in the authorized capital of which are a subject matter of the Encumbrance, and the ownership
right to such encumbered shares or participatory interests is registered by virtue of such Encumbrance in favour of a creditor or a nominee
acting for such creditor.


 


“euro”
means the official currency of the countries being members of the currency union acting in the framework of the European Union.


 


“Warranties
and Representations” mean representations made in accordance with Article 15 (Warranties and Representations).


 


“Associated
Company” means any legal entity, where any other (main) legal entity owns from 20 (inclusively) to 50 (inclusively) per cent
of the authorized capital.


 


“Bankruptcy
Law” means Federal Law of the Russian Federation No. 127-ФЗ dated October 26, 2002 On Insolvency (Bankruptcy).


 


“Credit
Records Law” means Federal Law of the Russian Federation No. 218-ФЗ dated December 30, 2004 On Credit Records.


 


“Regulated
Procurements Law” means Federal Law of the Russian Federation No. 223-ФЗ dated July 18, 2011 On Procurements of
Goods, Works, or Services by Certain Types of Legal Entities.



    7 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


“Syndicated
Credit Law” means Federal Law of the Russian Federation No. 486-ФЗ dated December 31, 2017 On Syndicated Credit
(Loan) and Amendments to Certain Legal Acts of the Russian Federation.


 


“Pledgers”
mean jointly legal entities specified in the “Pledger or Guarantor” column in the “Pledge Agreements” section
of Annex 9 (Security Agreements), and the “Pledger” means any of them.


 


“Drawdown
Request” means each drawdown request of the Borrower drawn up substantially in the form of Annex 3 (Drawdown Request Form).


 


“Intellectual
Property” means:


 


		(a)	Rights to any trade names, trade marks and service marks, appellations of origin, business names, domain
names (domains), data bases, inventions, utility models, industrial designs, secret processes (know how), computer programs, copyrights
and allied rights, any other intellectual property rights as well as rights to confidential information or information constituting trade
secret (whether existing or arising in the future), both registrable and unregistrable; and



 


		(b)	Any rights to use intellectual property items specified in clause (a) of this definition, owned by any
Debtor (whether existing or arising in the future) arising from any agreements, both registrable and unregistrable.



 


“Ultimate
Beneficial Owners” mean jointly:


 


		(a)	Elbrus Capital Fund II L.P., the fund incorporated and registered under the laws of the Cayman Islands,
registration number 63023, with the registered office located at: 190 Elgin Avenue, KY1-9005 George Town, Grand Cayman, Cayman Islands,
and



 


		(b)	Elbrus Capital Fund IIB L.P., the fund incorporated and registered under the laws of the Cayman Islands,
registration number 68103, with the registered office located at: 190 Elgin Avenue, KY1-9005 George Town, Grand Cayman, Cayman Islands.



 


“Confidential
Information” means any information, including personal data (including any documents and information recorded or saved as electronic
files or on any other data storage media) on the Borrower, other Debtors, the Finance Documents, or the Credit that becomes known to the
Finance Party or is received by any person intending to become the Finance Party (in each case, as part of exercising its rights or performing
its duties under the Finance Documents or in connection with a proposed assignment of rights under the Finance Documents) from:


 


		(a)	The Borrower, any other Debtor, or their consultants; or



 


		(b)	Other Finance Party, if the information was received by such Finance Party from the Borrower, any other
Debtor, or their consultants,



 


Except for the information that:


 


		(i)	Is or becomes available to the general public other than as a result of the Finance Party’s breach
of the terms and conditions of Article 27 (Confidentiality); or



 


		(ii)	Is transferred in a documentary form and is not classified in writing as confidential at the time of its
transfer by the Borrower, any other Debtor, or their consultants; or



 


		(iii)	Was known to the Finance Party before the date when such information was disclosed to it or was lawfully
obtained by the Finance Party after such date from the source, which is, as far as such Finance Party is aware, not associated with the
Debtors, and which, in any case, as far as such Finance Party is aware, was not obtained in breach of the confidentiality obligation.



 






    8 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


“Credit”
means monetary funds within the Aggregate Credit Limit being provided by the Creditors on credit to the Borrower under this Agreement.


 


“Creditor”
means:


 


		(a)	any Original Creditor; and



 


		(b)	Any banks, other credit institutions, or any other persons that acquire the rights of claim against the
Borrower and (or) an obligation to provide the Credit in accordance with the provisions of Article 21.2 (Assignment of Rights and Transfer
of Obligations by the Creditors) and the current legislation.



 


“Credit
Limit” means the amount of monetary funds that:


 


		(a)	In relation to the Original Creditor — such Original Creditor shall provide to the Borrower on credit
in accordance with the terms and conditions of this Agreement within the relevant Instalment, and that is indicated in the table opposite
the name of the relevant Original Creditor in Annex 1 (List of the Original Creditors) for the relevant period specified in Annex
1 (List of the Original Creditors); and



 


		(b)	In relation to any other Creditor — the relevant Creditor shall provide to the Borrower by virtue
of transfer to it by the other Creditor of the obligations to provide the Credit to the Borrower,



 


And that may be changed in accordance
with the terms and conditions of this Agreement.


 


“Licence
Agreements” mean jointly the following agreements:


 


		(a)	Licence agreement for granting a right to use trade marks under the terms and conditions of non-exclusive
licence dated January 18, 2019 (registration date: April 29, 2019; registration number: РД0293578) and entered into by and
between Fastrunner Investments as a licensor and the Borrower as a licensee in relation to the Trade Marks with registration numbers 607116,
619822, 628617, 628618 and 628707, being valid for ten years upon its state registration with Rospatent which was made on April 29, 2019;



 


		(b)	Licence agreement for granting a non-exclusive right to use trade marks dated January 1, 2017 (registration
date: August 3, 2017, registration number: РД0228788) by and between Cyan Technologies Ltd., 17, PISSAS BUILDING, Theklas
Lysioti, Apartment/Office 501, Limassol, 3030, Cyprus, as a licensor and the Borrower as a licensee in relation to Trade Marks with registration
numbers 389370 and 407622, under which the licensor’s rights and duties, including the exclusive rights, were further transferred
(by law) to Fastrunner Investments, being valid for ten years upon its state registration with Rospatent which was made on August 3, 2017,



 


and “Licence
Agreement” means any of them.


 


“Melnikov
M.A.” means the citizen of the Russian Federation, Melnikov Maksim Anatolievich, passport No. [***]
issued by OVD of the town of [***] on [***]; date of birth: January 23, 1977.


 


“Margin”
means:


 


		(a)	in relation to any Credit within Instalment 1:



 


		(i)	3.35 per cent per annum; or



 


		(ii)	5.35 per cent per annum in the cases specified in Article 9.2 (Margin Revision); and



 


		(b)	in relation to any Credit within Instalment 2:



 


		(i)	3.8 per cent per annum; or



 


		(ii)	5.8 per cent per annum in the cases specified in Article 9.2 (Margin Revision)



 






    9 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


“IFRS”
mean International Financial Reporting Standards mentioned in Regulation No.1606/2002 adopted by the European Parliament and the Council
of Europe on July 19, 2002, with regard to the part applicable to the respective financial statement.


 


“Tax”
means any tax, levy, duty, or any other similar amount charged or withheld (including any fines, penalties, or interest due in connection
with any failure to pay or any delay in paying any of the same) set forth by the applicable legislation.


 


“Tax Indemnity”
means exemption from the Tax (application of a reduced tax rate or tax indemnity) granted outside the Russian Federation in relation to
any Tax pertaining to payments under the Finance Documents.


 


“Tax Deduction”
means withholding an amount of any tax or levy, including, in particular, value-added tax and withholding income (profit) tax and any
similar taxes that may replace or supplement the existing taxes in accordance with the applicable legislation, from any payment under
the Finance Document in the amount and within the period provided for by the legislation.


 


“Tax Payment”
means an increase in the payment made by the Debtor to the Finance Party in accordance with the provisions of Article 11.1 (Reimbursement
of Expenses on Tax Deduction) or the Debtor’s payment to the Finance Party in accordance with the provisions of Article 11.2
(Reimbursement of Expenses in Connection with Tax Payment).


 


“Tax Certificate”
means a document issued by the competent tax authority of the state (territory) being the party to the Double Tax Treaty evidencing that
the relevant Creditor is a tax resident of this state (territory) being the party to the Double Tax Treaty.


 


“Default”
means:


 


		(a)	Event of Default; or



 


		(b)	Any event or circumstance that, upon (1) expiration of the period set forth by this Agreement to cure
the relevant breach, (2) sending a notice, or (3) taking the relevant decision under the Finance Documents, will become an Event of Default.



 


“Unspent
Credit Limit” means in relation to each Creditor the sum of its Credit Limits less (a) the monetary funds already provided to
the Borrower by this Creditor and (b) the amount to be provided by this Creditor based on the valid, but not fulfilled Drawdown Request.


 


“Outstanding
Credit” means at any time each amount of the monetary funds provided to the Borrower under the Credit in accordance with this
Agreement and not repaid to the Creditors.


 


“Encumbrance”
means any mortgage, pledge, lien, charge, assignment, right to direct debit funds from an account with advance acceptance of the payer
or any similar right to debit or other encumbrance created in order to secure performance of obligations of any person or any other agreement
concluded in order to secure performance of obligations.


 


“Ordinary
Course of Business” means:


 


		(a)	Advertising activities, including advertising in mass media by way of selling space and time for advertisement,
as well as the fact of the desired action (including call on telephone numbers placed on information pages on real properties, click on
advertising banners, issue of mortgage loan on the basis of a mortgage questionnaire filled in on the site https:/www.cian.ru);



 


		(b)	granting non-exclusive rights to the use of computer programs and databases;



 


		(c)	software development;



 


		(d)	development of Internet sites, advising in this field;



 


		(e)	sale of information data;



 


		(f)	activities on creating and use of databases and information resources, including database provisioning and maintenance;



 


		(g)	advising on acquisition, sale, rent and lease of real properties;



 






    10 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


		(h)	investigation of the market conditions and opinion survey; and



 


		(i)	any administrative and business activities directly related
to the activities described in clauses (a) to (h) of this definition.



 


“Original
Financial Statements” mean the Borrower’s financial statements as at March 31, 2019 prepared in accordance with RAS.


 


“Initial
Requirements” have the meaning given in Article 4.1 (Initial Requirements).


 


“Drawdown
Period” means the period starting on the Signing Date (inclusive) and ending on the date occurring in 18 months after the Signing
Date (inclusive).


 


“Acceptable
Creditor” means the Creditor being:


 


		(a)	A Russian legal entity, or



 


		(b)	A tax resident of the state (territory) being the party to the Double Tax Treaty.



 


“Software” means jointly:


 


		(а)	computer programs registered with Rospatent under registration numbers [***]



 


		(b)	databases registered with Rospatent under registration numbers [***] and



 


		(c)	computer programs not registered with Rospatent which description is given in Annex 13 (Software without
Registration).



 


“Pro Rata
Share” means:


 


		(a)	For determining the Creditor’s participation in the Credit in accordance with any Drawdown Request,
the ratio between the Unspent Credit Limit of such Creditor and the Aggregate Unspent Credit Limit.



 


		(b)	For any other purposes:



 


		(i)	If there is no Outstanding Credit, the ratio between the Credit Limit of a particular Creditor and the
Aggregate Credit Limit, or



 


		(ii)	If there is Outstanding Credit, the ratio between the Outstanding Credit granted to the Borrower by a
particular Creditor and the aggregate Outstanding Credit granted to the Borrower by all Creditors.



 


“Interest
Period” means in relation to the Outstanding Credit each period, within which the interest is accrued, defined in accordance
with the provisions of Article 10 (Interest Periods), and in relation to any overdue amount each period defined in accordance with
the provisions of Article 9.4 (Forfeit).


 


“Business
Day” means any day, on which banks are open for general banking business in Moscow (Russian Federation) and exclusively in respect
of the actions performed directly by the Debtors, incorporated in the Republic of Cyprus, Nicosia (Cyprus).


 


“Permitted
Financial Indebtedness” means:


 


		(a)	Indebtedness occurring under the Finance Documents;



 


		(b)	Indebtedness occurring in accordance with the Permitted Loans or Permitted Suretyships;



 


		(c)	Indebtedness occurring in accordance with the Shareholders Loan Agreements, provided that this indebtedness
is repaid solely in accordance with Article 18.12 (Payments to the Shareholders);



 


		(d)	Indebtedness not being the indebtedness to the banks or other credit institutions and not stipulated by
the previous clauses, which, in the aggregate with all other outstanding Financial Indebtedness not specified in the previous clauses,
does not exceed 30,000,000 Russian rubles; and



 


		(e)	Indebtedness occurring subject to a prior written consent of the Credit Manager acting under the Consent
of the Majority of Creditors.



 






    11 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


“Permitted
Encumbrance” means:


 


		(a)	Encumbrance arising in accordance with the Security Agreements;



 


		(b)	Encumbrance of the Debtor’s property arising by law within the Ordinary Course of Business of the
Debtor; and



 


		(c)	Encumbrance occurring subject to a prior written consent of the Credit Manager acting under the Consent
of the Majority of Creditors.



 


“Permitted
Alienation” means the following transactions in sale, leasing (financial leasing) or any other alienation of any property:


 


		(a)	Transactions in relation to the Borrower’s property (except for shares, securities, participatory
interests, real estate, intellectual property, and enterprises) within the Ordinary Course of Business of the Borrower;



 


		(b)	Transactions performed in relation to deteriorated or substantially worn-out property of the Borrower,
which, as a result of deterioration or substantial wear, is not used in the Borrower’s activities;



 


		(c)	Solely in relation to the Borrower — transactions in relation to furniture, laptops, personal computers,
servers, and any other office equipment;



 


		(d)	Solely in relation to the Borrower — transactions in relation to the property, the aggregate book
value of which (under all transactions made under this clause (d)) does not exceed 25 per cent of BVA. For the avoidance of doubt, for
the purposes of calculating the threshold specified in this clause (d), the property alienated in accordance with clauses (a) to (c) of
this definition is not taken into account; and



 


		(e)	Transactions performed subject to a prior written consent of the Credit Manager acting under the Consent
of the Majority of Creditors;



 


“Permitted
Payments” mean:


 


		(a)	Payment of the distributed profit by the Borrower to any other Debtor in the amount not exceeding 60,000,000
Russian rubles in the aggregate for the Borrower’s financial year;



 


		(b)	Payment of the distributed profit by the Debtor not being the Borrower, received by such Debtor from the
Borrower in accordance with clause (a) of this definition (the “Distributed Profit Paid by the Borrower”), in favour
of another Debtor in the amount equal to the amount of the Distributed Profit Paid by the Borrower;



 


		(c)	Payment to repay the indebtedness under the Shareholders Loan Agreement, provided that, as a result of
such payment:



 


		(i)	As at the Test Date immediately following such payment, the Net Debt does not exceed EBITDA more than
twice; and



 


		(ii)	There will be no violation of any obligation stipulated by Article 17.2 (Financial Indicators);
and



 


		(d)	Payment performed subject to a prior written consent of the Credit Manager acting under the Consent of
the Majority of Creditors.



 


“Permitted
Loans” mean:


 


		(a)	A loan provided by the Debtor to any other Debtor, provided that no rights (of claim) under such loan
are assigned, and no debt is transferred to the persons not being the Debtors;



 


		(b)	A loan granted under the Loan Agreement;



 






    12 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


		(c)	A loan granted under the Shareholders Loan Agreement, provided that:



 


		(i)	The indebtedness repayment date under the said Shareholders Loan Agreement does not occur before the Final
Repayment Date relating to Instalment 2; and



 


		(ii)	The indebtedness under the said Shareholders Loan Agreement is repaid in accordance with the provisions
of Article 18.12 (Payments to the Shareholders);



 


		(d)	The loans not being the indebtedness to the banks or other credit institutions and not stipulated by the
previous clauses which, in the aggregate with all other loans not specified in the previous clauses do not exceed 30,000,000 Russian rubles,
when calculating for each financial year of the Borrower (in the aggregate with the suretyships and guarantees specified in clause (b)
of the definition of the “Permitted Suretyship” term; and



 


		(e)	A loan preliminarily approved by the Credit Manager acting under the Consent of the Majority of Creditors.



 


“Permitted
Suretyships” mean:


 


		(a)	Guarantees provided on the basis of the Guarantees;



 


		(b)	Suretyships or guarantees not stipulated by the previous clause, which, in the aggregate with all other
guarantees and suretyships not specified in the previous clause and the loans specified in clause (d) of the definition of the “Permitted
Loans” term, do not exceed 30,000,000 Russian rubles, when calculating it for each financial year of the Borrower; and



 


		(c)	A suretyship or guarantee preliminarily approved in writing by the Credit Manager acting under the Consent
of the Majority of Creditors.



 


”Advertising Partners”
mean jointly:


 


		(a)	each following person:



 


[***]


 






    13 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


and their Affiliates,


 


and the “Advertising
Partner” means any of them.


 


“Rospatent”
mean the State Register of Trademarks and Service Marks of the Russian Federation.


 


“RAS”
mean the accounting rules in accordance with the Russian legislation.


 


“Russian
ruble” or “RUB” means a legal tender of the Russian Federation.


 


“Remote
Banking System” means the ensemble of software and hardware used in order to provide the service “Remote Banking System”
to the Borrower according to the contract entered into between the Credit Manager and the Borrower.


 


“Event
of Default” means any event or circumstance specified in Article 19 (Events of Default).


 


“Aggregate
Credit Limit” means the sum of Credit Limits of all Creditors amounting to 800,000,000 Russian rubles as at the Signing Date.


 


“Aggregate
Unspent Credit Limit” means the Unspent Credit Limits of all Creditors in the aggregate.


 


“Consent”
has the meaning ascribed to it in Article 22.1 (Procedure for Decision-Making by the Creditors. Consents of the Creditors).


 


“Party”
means a party to this Agreement.


 


“Finance
Party” means each Creditor, the Credit Manager, and the Pledge Manager.


 


“Material
Adverse Effect” means a material adverse effect on:


 


		(a)	Business activities or financial standing of any Debtor;



 


		(b)	Ability of any Debtor to perform any of its obligations under the Financial Document;



 


		(c)	Validity or priority of the security that is provided or should be provided under any Finance Document
or a possibility to levy an execution upon it; or



 


		(d)	Validity of any Finance Document or a possibility to exercise rights of the Finance Parties as provided
for by any Finance Document.



 


“Ownership
Structure Chart” means the Debtors’ ownership structure chart attached as Annex 11 (Ownership Structure Chart).


 


“Account
of the Credit Manager” means account of the Credit Manager No. [***]
or any other account, which details are communicated by the Credit Manager to the relevant Parties.


 


“Borrower’s
Account” means settlement account of the Borrower No. [***] opened
with Raiffeisenbank JSC and any other account agreed between the Borrower, the Credit Manager, and the Majority of Creditors.


 


“Account
of the Pledge Manager” means account of the Pledge Manager No. [***]
or any other account, which details are communicated by the Pledge Manager to the relevant Parties.


 


“Technical
Failure” means:


 


		(a)	A significant failure in the payment systems or the communications systems or on the financial
                                                                  markets, which operation, in each case, is necessary to make payments (or other operations to be performed) in accordance with the
                                                                  transactions provided for by the Finance Documents,
for any reasons beyond the control of either Party; or



  






    14 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


  


		(b)	An occurrence of any other event, which results in a failure (of a technical or system-related nature)
of cash or settlement operations of either Party, which does not allow this or any other Party:



 


		(i)	To perform its payment obligations under the Finance Document; or



 


		(ii)	To contact the other Parties to the Finance Documents,



 


And which was not caused by the Party,
which operations failed, and occurred for any reasons beyond the control of the Parties.


 


“Trade
Marks” mean jointly the trade marks specified in Annex 12 (Trade Marks), and the “Trade Mark” means
any of them.


 


“Instalment"
means Instalment 1 or Instalment 2.


 


“Instalment
1” means a part of the Credit granted to the Borrower under the terms and conditions of this Agreement, in the amount not exceeding
500,000,000 Russian rubles.


 


“Instalment
2” means a part of the Credit granted to the Borrower under the terms and conditions of this Agreement, in the amount not exceeding
300,000,000 Russian rubles.


 


“Federal
Marketing Campaign” means the system of advertising events aimed at promotion of CIAN brand on the territory of the Russian
Federation, including conducting research of the needs of the target group, creation of marketing materials and measuring the brand value.


 


“Financial
Indebtedness” means any indebtedness resulting from:


 


		(a)	Receiving the funds in the form of a loan or a credit;



 


		(b)	Receiving a supplier’s credit, a business credit or issuing a letter of credit, in each case, for
at least 180 days;



 


		(c)	Issuing bonds, bills of exchange, and any other debt instruments;



 


		(d)	Entering into a leasing agreement to be classified as “indebtedness” in accordance with RAS
being effective as at the Signing Date;



 


		(e)	Selling or discounting of accounts receivable (except for any accounts receivable being alienated on a
non-recourse basis);



 


		(f)	Making transactions in derivatives in order to protect itself, or obtain benefits, from fluctuations of
any rates, interest rates, or prices, and the amount of the transaction in such derivatives will be calculated based on trading multiples
at any specific time;



 


		(g)	Making repurchase transactions or any other transaction that, in accordance with RAS, is to be classified
as borrowing;



 


		(h)	Making transactions providing for assumption of obligations under a suretyship or a guarantee in relation
to performance of any obligations by any third parties or for reimbursement of the guarantor/surety under a guarantee/suretyship for the
payments under the guarantee/suretyship, state or municipal guarantee; and (or)



 


		(i)	Any other transaction classified as borrowing or indebtedness in accordance with RAS.



 


“Finance
Documents” mean:


 


		(a)	This Agreement;



 


		(b)	Each Security Agreement;



 


		(c)	Each Creditor Rights Assignment Agreement;



 


		(d)	Each Drawdown Request; and



 


		(e)	Any other document that the Credit Manager and the Borrower agreed to deem as a Finance Document in writing,



 






    15 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


and “Financial Document”
means any of them.


 


“Holding
Company” means in relation to a legal entity any other legal entity, for which the first legal entity is a Subsidiary.


 


“Net Debt”
has the meaning given in Article 17.1 (Interpretation).


 


“Equivalent”
means in relation to any amount such amount equivalent in the relevant currency calculated at the rate or the cross rate of the Bank of
Russia.


 


“Electronic
Document” means the documented information provided in the electronic form, signed with the electronic signature of authorized
persons and being of equal validity with an analogous document made on paper, signed manually by such authorized persons and certified
(if necessary) with an impress of the seal (if any).


 


“Legal
Reservations” mean restriction on the creditor’s right to judicial protection and enforcement of its claim by virtue of
the provisions of the Law on insolvency (bankruptcy) and other laws restricting the creditors’ rights in general.


 


“EBITDA”
has the meaning given in Article 17.1 (Interpretation).


 


“ELQ INVESTORS
II LTD” means ELQ INVESTORS II LTD incorporated and registered under the legislation of the United Kingdom, registration number
6375035, with the registered office located at Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom.


 


“Fastrunner
Investments” means Fastrunner Investments Limited incorporated in the Republic of Cyprus, registration number HE 381684,
with the registered office located at Tassou Papadopoulou, 6, Flat/Office 22, Agios Dometios, 2373, Nicosia, Cyprus. 


 


“Mimons
Investments” means Mimons Investments Limited incorporated in the Republic of Cyprus, registration number HE 321042, with
the registered office located at Agiou Georgiou Makri, 64, ANNA MARIA LENA COURT, Flat/Office 201, 6037, Larnaca, Cyprus.


 


“MPOC
Technologies” means MPOC TECHNOLOGIES LIMITED, incorporated and registered under the legislation of the British Virgin Islands,
registration number 1697700, with the registered office located at: Vistra Corporate Services Centre, Wickhams Cay II, Road Town,
Tortola, VG1110, British Virgin Islands.


 


“Ronder
Investments” means Ronder Investments Limited, incorporated and registered under the legislation of the British Virgin Islands,
registration number 1846514, with the registered office located at: Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin
Islands.


 


“Solaredge
Holdings” means Solaredge Holdings Limited incorporated in the Republic of Cyprus, registration number HE 371331, with
the registered office located at 64 Agiou Georgiou Makri Street, ANNA MARIA LENA COURT, Flat/Office 201, 6037 Larnaca, Cyprus.


 


“Speedtime
Trading” means Speedtime Trading Limited, incorporated in the Republic of Cyprus, registration number HE359694, with the registered
office located at: 6 loanni Stylianou, 2nd floor, office/flat 202, 2003, Nicosia, Cyprus.


 


“JOOX Limited”
means JOOX LTD, incorporated and registered under the legislation of the British Virgin Islands, registration number 1821787, with the
registered office located at: Quijano Chambers, P.O. Box 3159, Road Town, Tortola, British Virgin Islands.


 


		1.2	Interpretation



 


		1.2.1	In this Agreement, unless the context otherwise requires:



 


		(A)	A reference to the Credit Manager, the Pledge Manager, the Finance Party, the Creditor, the Borrower,
the Debtor, the Guarantor, the Pledger, the Party, or any other person also is a reference to their successors by law or by virtue of
this Agreement;



 






    16 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


		(B)	A document in the agreed form means the document agreed in writing by the Credit Manager and the Borrower
or the document drawn up in the form acceptable to the Credit Manager;



 


		(C)	Assets and (or) property include any present or future property, revenues and rights of any nature;



 


		(D)	A reference to any Finance Document or any other agreement, document, or financial instrument means such
Finance Document or any other agreement, document, or financial instrument with all amendments made thereto at any time;



 


		(E)	A person includes any individual, legal entity, partnership, state authority, government, or state;



 


		(F)	Legislation means any law, decree, ordinance, order, decision, regulation, rules, official instructions,
requirements, or recommendations of any legislative or executive state, municipal, transnational, or international authority, ministry,
instrument, service, agency, or committee, or any judicial authority as well as any standards and rules of self-regulatory organizations
that are binding upon members of such self-regulatory organizations (solely in relation to members of such self-regulatory organizations);



 


		(G)	A reference to a legal provision means a reference to such provision with all amendments made thereto
at any time;



 


		(H)	It is understood that the words “include” and “including” and the expression “including,
but not limited to” are followed by the words “among other things”;



 


		(I)	A reference to a “day” (excluding the Business Day) means a reference to a calendar
day;



 


		(J)	A reference to a “date of receipt” by the Party of any notice or information under
the Finance Document means the date, on which the relevant notice or the information shall be deemed as received in accordance with Article
24 (Notices);



 


		(K)	Any Article, Clause, or Annex means a reference to the article, clause of or annex to this Agreement;
and



 


		(L)	Any time of the day means Moscow time, unless otherwise is particularly specified in the Agreement.



 


		1.2.2	Unless the context otherwise requires, a reference to a “month” means a period starting
on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:



 


		(A)	If the relevant day is not a Business Day, such period shall end on the immediately following Business
Day, if any, in such month or, if there is no such Business Day in such month, on the preceding Business Day; and



 


		(B)	If there is no relevant day in such month, such period shall end on the last Business Day in such month.



 


		1.2.3	Unless otherwise is provided for by this Agreement, interest and remuneration payable under the Finance
Document shall be calculated based on the actual number of elapsed days and a year consisting of 365 days (or, in relation to the period
occurring during a leap year, 366 days).



 


		1.2.4	A reference to an inability to perform the financial liabilities means, in relation to the Debtor incorporated
in the Republic of Cyprus, any of the following events or actions:



 


		(A)	The creditor (based on an assignment or otherwise), which has a claim against the Debtor in the amount
of more than 5,000 euros, submitted to the Debtor a request to make the relevant
payment (by leaving the relevant request at the address of the Debtor’s registered office), and the said Debtor failed to perform
its obligation to pay the relevant amount, to provide security for payment of such amount, or to enter into any agreement acceptable to
the creditor in relation to payment of such amount within three weeks from the date of delivery of such notice; or



 









    17 


     


    

 


*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because
such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.***


 


		(B)	A failure to fulfil the requests of the Debtor’s creditor in full or in part within the enforcement
proceedings or any other procedure performed in relation to the court decision, ordinance, or order of any court rendered in favour of
the Debtor’s creditor; or



 


		(C)	It is proved at court that the Debtor is unable to perform its financial liabilities (taking into account
any contingent and future liabilities) within the set period; or



 


		(D)	It is proved at court that the Debtor’s liabilities (taking into account any contingent and future
liabilities) exceed its assets;



 


		1.2.5	For the purposes of Article 19.16 (Acceleration), the Event of Default is considered to continue
from the moment when such event or situation occurred, until the moment of receipt by the Borrower of the notice from the Credit Manager
informing that the Majority of Creditors agree not to exercise their rights provided for in Article 19.16 (Acceleration) in connection
with the occurrence of such event or situation.



 


		1.2.6	The headings in this Agreement do not affect its interpretation.



 


		2.	SUBJECT MATTER OF THE AGREEMENT



 


		2.1	Credit Relations



 


		2.1.1	Subject to compliance of the Borrower with the provisions of this Agreement, each Creditor shall grant
the Credit to the Borrower within the relevant Instalment in the amount of its relevant Credit Limit set forth in Annex 1 (List of
the Original Creditors) in relation to the period, during which the relevant Drawdown Date occurs, and the Borrower shall, within
the term of this Agreement, duly perform the obligations provided for by this Agreement, including the obligation to repay to each Creditor
the Outstanding Credit received from such Creditor, to pay interest on it, and to pay the Finance Parties any other amounts provided for
by this Agreement.



 


		2.1.2	The Creditor’s obligation to grant the Credit to the Borrower within the relevant Instalment within
the limits of its relevant Credit Limit shall arise after the Borrower fully complied with the requirements provided for by Article 4
(Requirements to the Borrower for Granting of the Credit).



 


		2.1.3	Each Creditor may independently claim that the Borrower should repay the Outstanding Credit (in the part
provided by the relevant Creditor), pay interest, and make any other payments provided for by the terms and conditions of this Agreement.
Except as provided for by Article 20 (Credit Security), each Finance Party may independently require enforcement of its rights
under the Finance Documents. At the same time, the Finance Parties shall exercise their rights subject to the provisions of Article 22
(Finance Parties).



 


		2.1.4	No Finance Party shall be liable for any other Finance Party’s obligations under the Finance Documents.
In case any Creditor refuses to grant the Credit on the basis provided for by this Agreement or in case any Creditor breaks its obligation
to grant the Credit within its Credit Limit, the Credit amount shall be decreased by the relevant Credit Limit of such Creditor.



 






    18 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		2.2	The Credit Manager



 


		2.2.1	This Agreement shall determine the terms and conditions and the procedure for appointing the Credit Manager
and performing legal and any other actions by it, on behalf and for the benefit of the Creditors. The authority of the person performing
the Credit Manager’s functions shall be determined in accordance with Article 22.3 (Appointment of the Credit Manager). At
the same time, the provisions of this Agreement governing the relations between the Credit Manager and the Creditors shall be effective,
where there are two or more Creditors.



 


		2.2.2	The Creditors (except for the Creditor performing the Credit Manager’s functions) and the Credit
Manager do hereby confirm that the Credit Manager performs its functions without and regardless of issuing a power of attorney to it.



 


		2.2.3	During any period, where there is no more than one Creditor, all provisions of this Agreement governing
the relations between the Credit Manager and the Borrower as well as between the Majority of Creditors and the Borrower shall be considered
as the provisions governing the relations between the relevant sole Creditor and the Borrower.



 


		2.3	The Pledge Manager



 


		2.3.1	This Agreement shall determine the terms and conditions and the procedure for appointing the Pledge Manager
and performing legal and any other actions by it, on behalf and for the benefit of all Creditors. The powers of the person performing
the Pledge Manager’s functions shall be determined in accordance with the provisions of Article 20.2 (Status of the Creditors
and Appointment of the Pledge Manager). At the same time, the provisions of this Agreement governing the relations between the Pledge
Manager and the Creditors shall be effective, where there are two or more Creditors.



 


		2.3.2	During any period, where there is no more than one Creditor, all provisions of this Agreement governing
the relations between the Pledge Manager and the Borrower shall be considered as the provisions governing the relations between the Creditor
and the Borrower.



 


		2.4	Application of Certain Provisions



 


During any period, where there is
no more than one Creditor:


 


		2.4.1	The provisions of Article 12.1 (Remuneration of the Credit Manager and Pledge Manager), Article
20 (Credit Security), Article 22 (Finance Parties), Article 23.1 (Payments to the Credit Manager), Article 23.2 (Distribution
by the Credit Manager of the Funds Received), Article 23.4 (Payments Bypassing the Credit Manager), and Clause 26.2.2 shall
not apply; and



 


		2.4.2	All references to the Credit Manager, the Pledge Manager, the Finance Party, and the Majority of Creditors
shall be construed as the references to the Creditor.



 


		2.5	Legal Nature of the Agreement



 


This Agreement is
a mixed agreement containing the elements of a syndicated credit agreement, a pledge management agreement, and an intercreditor agreement.
Accordingly, this Agreement shall also govern the relations between the Creditors, between the Credit Manager and the Creditors, between
the Pledge Manager and the Creditors, and between the Borrower, the Credit Manager, and the Pledge Manager.


 






    19 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		3.	PURPOSE



 


The Borrower shall use the Credit
solely for the following purposes:


 





		3.1.1	Financing of the Borrower’s expenses related to the Federal Marketing Campaign; and



 


		3.1.2	Repayment of the indebtedness under the Loan Agreements, to which the Borrower is a party, provided all
monetary funds received by Solaredge Holdings from the Borrower in the framework of this clause, should be allocated (and the Borrower
shall ensure that such monetary funds are allocated) by Solaredge Holdings to repayment of indebtedness under the loan agreement specified
in point (a) of the definition of the term “Loan Agreements”.



 


		4.	REQUIREMENTS TO THE BORROWER FOR GRANTING OF THE CREDIT



 


		4.1	Initial Requirements



 


		4.1.1	The Credit may be drawn down only if all following conditions are met:



 


		(A)	The Credit Manager acknowledged receipt of the documents and the information listed in Annex 2 (Requirements
to the Borrower for Granting of the Credit) in the scope and in the number of copies requested by the Credit Manager based on the
Creditors’ requirements (hereinafter referred to as the “Initial Requirements”); and



 


		(B)	The Borrower sent the Credit Manager a duly executed Drawdown Request in accordance with Article 4.2 (Submission
of the Drawdown Request).



 


		4.1.2	The Creditors’ duty to grant the Credit shall arise (subject to any other restrictions set forth
by this Agreement) only if the Borrower and the Creditors receive acknowledgement from the Credit Manager (via e-mail) that the Borrower
duly complied with the Initial Requirements.



 


		4.1.3	The copies of the documents provided by the Borrower to the Credit Manager under the Initial Requirements
shall be sent by the Credit Manager to the Creditors via e-mail on the same Business Day (if the documents are received before 5 p.m.
(inclusive)) or within the next Business Day (if the documents are received after the said time) specifying the information:



 


		(A)	In what form the relevant document was received by the Credit Manager (original, copy, notarized copy,
copy certified by the Borrower’s authorized representative); and (or)



 


		(B)	That the Credit Manager received the acknowledgement from the legal consultant that the legal consultant
had received particular documents in a particular form (specifying such form);



 


		4.1.4	Each Creditor acknowledges, within the next Business Day after receiving the relevant documents, to the
Credit Manager that (in the opinion of such Creditor) the relevant Initial Requirements are complied with or sends the Credit Manager
its questions on and (or) objections to the relevant documents (including via e-mail), and:



 


		(A)	The Credit Manager sends, within the next Business Day after receiving such questions and objections,
such questions and objections to the Borrower (including via e-mail);



 


		(B)	The Creditor, which did not send an acknowledgement, questions, or objections within the specified period,
shall be considered to have submitted its acknowledgement in relation to the relevant Initial Requirements.



 






    20 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 





		4.1.5	The Credit Manager sends (via e-mail) the Borrower and the Creditors the acknowledgements that the Initial
Requirements are complied with within the next Business Day after all Creditors submitted (or are deemed to have submitted) their acknowledgements
in relation to all Initial Requirements in accordance with Clause 4.1.4.



 


		4.1.6	The Credit Manager shall be under no obligation to independently check whether the Initial Requirements
are complied with and shall not be liable to other Parties for compliance or non-compliance with the Initial Requirements, and for the
content of the relevant documents. The acknowledgement under Clause 4.1.5 shall be made by the Credit Manager on the basis that the
Creditors submitted (or are deemed to have submitted) the relevant acknowledgements.



 


		4.2	Submission of the Drawdown Request



 


		4.2.1	Unless otherwise is agreed upon with the Credit Manager, the Borrower may send the Credit Manager any
number of duly executed Drawdown Requests, provided that the number of Drawdown Requests sent within a calendar quarter cannot exceed
three.



 


		4.2.2	The Credit (or a part thereof) specified by the Borrower in each Drawdown Request cannot be:



 


		(A)	Should be multiple of 1,000 Russian rubles;



 


		(B)	May not be less than 20,000,000 Russian rubles (unless otherwise is agreed upon with the Credit Manager);
and



 


		(C)	May not be more than the Unspent Credit Limit.



 


		4.2.3	Unless otherwise agreed upon with the Credit Manager:



 


		(A)	The Borrower shall submit the Drawdown Request to the Credit Manager within the period set forth in the
Drawdown Schedule;



 


		(B)	The Drawdown Request received later than 1 p.m. or not on the Business Day shall be deemed to be submitted
on the next Business Day; and



 


		(C)	The Drawdown Request submitted (or deemed to be submitted) later than two Business Days before the planned
Drawdown Date shall be deemed as not submitted.



 


		4.2.4	The Drawdown Request shall be signed by the Borrower’s authorized person. Each Drawdown Request
shall specify the requested Credit amount, the Instalment and the Drawdown Date, which is a Business Day within the Drawdown Period.



 


		4.2.5	The Borrower may transfer the Drawdown Request to the Credit Manager in the form of the Electronic Document
under the Remote Banking System, provided the powers of the person signing such Drawdown Request are confirmed, and provided that the
Credit Manager receives the original of such Drawdown Request on or before the Drawdown Date, in the quantity equal to the number of Creditors
in the framework of the respective Instalment.



 


		4.2.6	The Borrower may not revoke the Drawdown Request received by the Credit Manager.



 


		5.	CREDIT ARRANGEMENT



 


		5.1	Credit Arrangement. General Provisions



 


		5.1.1	After receiving the Drawdown Request, the Credit Manager shall, within the period set forth by the
Drawdown Schedule, send each Creditor a copy of the Drawdown Request and notify each relevant Creditor of the amount of its
participation in the relevant Drawdown (in each case, via e-mail).




 









    21 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		5.1.2	Each Creditor’s participation in the Drawdown shall be calculated in accordance with the Pro Rata
Share of each Creditor.



 


		5.1.3	The Drawdown amount in relation to each Instalment shall be calculated as at the relevant Drawdown Date
pro rata to the ratio between the Credit Limit for the specified Instalment for the relevant period specified in Annex 1 (List of Creditors
and Credit Limits) and the Aggregate Credit Limit for such period.



 


		5.1.4	If there are no circumstances specified in Article 6 (Termination of the Creditor’s Obligation),
each Creditor shall transfer to the Credit Manager (to the Account of the Credit Manager) the amount calculated in accordance with Clauses
5.1.2 and 5.1.3 within the period specified in the Drawdown Schedule.



 


		5.1.5	Within the period specified in the Drawdown Request, the Credit Manager shall transfer the amount of the
Credit specified in the Drawdown Request (but not exceeding the amount actually received by the Credit Manager from the Creditors) to
the Borrower’s account.



 


		5.1.6	In case an incomplete Credit amount is received from the Creditors, the Credit Manager transfers the amount
actually received by the Credit Manager from the Creditors to the Borrower’s Account.



 


		5.1.7	Regarding the Credit amount received by the Credit Manager from the Creditor upon expiration of the period
set forth for such action by the Drawdown Schedule, the Credit Manager, acting at its discretion, shall either:



 


		(A)	Send such amount in full to the Borrower’s Account within the period provided for such action by
the Drawdown Schedule (for charging interest, commission fees, and any other amounts under this Agreement, such part of the Credit shall
be deemed to be granted by the relevant Creditor to the Borrower on the date of its actual crediting to the Borrower’s Account);
or



 


		(B)	Return such amount in full to the relevant Creditor (for this purpose, all expenses related to such return
shall be borne by the relevant Creditor and, upon the request of the Credit Manager, the relevant Creditor shall immediately reimburse
such expenses to the Credit Manager).



 


		5.1.8	The Creditor, which did not grant the Credit Manager the Credit amount (or the Creditor, to which the
relevant amount was returned in accordance with Clause 5.1.7 due to its late granting), shall be deemed as not granted the Credit to the
Borrower and shall have no Creditor’s rights under this Agreement as to such amount not granted (or returned).



 


		5.1.9	Upon expiration of the Drawdown Period, the Unspent Credit Limit of each Creditor shall be rendered null.



 


		6.	TERMINATION OF THE CREDITOR’S OBLIGATION



 


		6.1.1	The obligation of each Creditor to grant the Credit to the Borrower shall be terminated in full or in
part, depending on the circumstances in relation to each Instalment:



 


		(A)	In case the Credit is granted under the relevant Instalment in the amount of the Credit Limit of the relevant
Creditor under such Instalment;



 


		(B)	Upon expiration of the Drawdown Period under such Instalment;



 


		(C)	In case the Borrower refuses from receiving the whole Credit of a part thereof in accordance with Article
8.3. (Voluntary Refusal of the Credit); and/or



 





		(D)	In other cases stipulated by the legislation.



 






    22 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		6.1.2	Each Creditor may withdraw from the obligation to grant the Credit to the Borrower:



 


		(A)	If there are circumstances that clearly evidence that the Credit will not be repaid by the Borrower within
the period set forth by this Agreement;



 


		(B)	Upon occurrence of any Event of Default; and (or)



 


		(C)	If there are circumstances specified in Article 8.1 (Illegality for the Creditor) or in Article
8.2 (Change of Control).



 


		6.1.3	In case any Creditor refuses to grant the Credit based on this Article, the Parties agree that such Creditor
shall not be liable to the Borrower or to any Finance Party for its refusal to grant the Credit.



 


		7.	REPAYMENT OF THE CREDIT



 


		7.1.1	Instalment 1



 


The Borrower undertakes
to repay the Outstanding Credit within Instalment 1 through its transfer to the Account of the Credit Manager in quarterly payments
in the amount and according to the procedure stipulated by Part 1 of Annex 8 (Repayment Schedule under Instalment 1)
and on the Final Repayment Date related to Instalment 1 the Borrower shall return all remaining amounts of the Outstanding Credit
within Instalment 1 in full.


 


		7.1.2	Instalment 2



 


The Borrower undertakes
to repay the Outstanding Credit within Instalment 2 through its transfer to the Account of the Credit Manager in quarterly payments
in the amount and according to the procedure stipulated by Part 2 of Annex 8 (Repayment Schedule under Instalment 2)
and on the Final Repayment Date related to Instalment 2 the Borrower shall return all remaining amounts of the Outstanding Credit
within Instalment 2 in full.


 


		8.	EARLY REPAYMENT AND REFUSAL OF THE CREDIT



 


		8.1	Illegality for the Creditor



 


If, in accordance with any applicable
legislation, granting of the Credit to the Borrower or participation in it becomes illegal for any Creditor, violates any legislation
applicable to such Creditor, or may result in any sanctions or liability for such Creditor, then:


 


		8.1.1	Such Creditor shall notify the Credit Manager and the Borrower thereof as soon as it becomes aware of
such event;



 


		8.1.2	Any non-performed obligation of the Creditor to grant the Credit shall terminate on the date of the notice
specified in Clause 8.1.1; and



 


		8.1.3	The Borrower shall early repay the amount corresponding to the Pro Rata Share of such Creditor in the
Credit on the earliest of the following dates:



 


(A)       the
date occurring after 45 days from the date of sending by the Creditor of a notice to the Credit Manager and the Borrower; or


 


(B)       the
date specified by the Creditor in the notice sent to the Credit Manager and the Borrower which, if the respective date is established
by the legislation, cannot occur earlier than the latest appropriate date set forth by the legislation,


 


and if according
to the legislation, the amount should be reimbursed immediately, the Borrower undertakes to reimburse, immediately and before schedule,
the amount corresponding to the Pro Rata Share of such Creditor in the Credit.


 






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*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 





		8.2	Change of Control



 


		8.2.1	In case of the Change of Control:



 


		(A)	The Borrower shall notify the Credit Manager of such Change of Control immediately after the Borrower
becomes aware of such event;



 


		(B)	Each Creditor may refuse to grant the Credit; and



 


		(C)	Upon the request of any Creditor, the Credit Manager shall send the Borrower a notice demanding to early
repay the full amount corresponding to the Pro Rata Share of such Creditor in the Credit, including the accrued interest, remuneration,
commission fees, and any other amounts due to the Creditor under this Agreement, and the Borrower shall, within the period specified in
such notice, early repay and pay the said amounts, and such period shall be at least 15 Business Days from the date of notice receipt
by the Borrower.



 


		8.2.2	For the purposes of Clause 8.2.1:



 


“Change of
Control” means:


 


		(A)	That the Ultimate Beneficial Owners in the aggregate lost the right they had due to their direct or indirect
participation in the authorized capital of any Debtor based on a written agreement, by virtue of the legislation, or otherwise, to:



 


		(1)	Exercise the voting right (or control exercising of the voting right) based on the participatory interest
in the authorized capital of any Debtor; or



 


		(2)	Appoint or remove the person performing the functions of the sole executive body or most of the members
of any collective governing body of any Debtor; or



 


		(3)	Give any instructions binding in relation to the business lines or financial policy of any Debtor (and
the Parties acknowledge that the absence of such right of the Ultimate Beneficial Owners as on the Date of Signing, shall not be deemed
to be forfeiture of such right); or



 


		(B)	A decrease in the participatory interest in the authorized capital or in the number of issued ordinary
shares of the Debtor, which is (are) directly or indirectly owned by the Ultimate Beneficial Owners in the aggregate, if, as a result
of such decrease, the participatory interest in the authorized capital or the number of issued ordinary shares of such Debtor, which is
(are) directly or indirectly owned by the Ultimate Beneficial Owners in the aggregate, does not exceed 51 per cent of the authorized capital
or of the total number of issued ordinary shares of the Debtor (as relevant) any longer.



 


		8.3	Voluntary Refusal of the Credit



 


Within the Drawdown Period, the Borrower
is entitled, provided a prior notice is sent to the Credit Manager within 10 Business Days before the end of the Drawdown Period (unless
a shorter period is agreed with the Majority of Creditors), to refuse of drawdown of the whole Credit or a part thereof in the amount
of no less than 20,000,000 Russian rubles. The refusal of the Borrower of drawdown of a part of the Credit reduces pro rata the Credit
Limit of each Creditor from the date indicated in the notice to the Credit Manager.


 


		8.4	Voluntary Early Repayment



 


		8.4.1.	The Borrower may, subject to receipt
                                            by the Credit Manager of a prior notice from the Borrower (in the form given in Annex 6
                                            (Notice of Early Repayment Form)) (hereinafter referred to as the “Notice
                                            of Early Repayment”) at least five Business Days in advance (unless a shorter period
                                            is agreed upon with the Majority of Creditors), early repay the Outstanding Credit or any
                                            part thereof. 8.4.2.The Outstanding Credit amount repaid early (unless it is the Outstanding
                                            Credit in full) shall be at least 50,000,000 Russian rubles.



 



    24 


     


    




 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		8.4.3.	The Notice of Early Repayment shall be sent to the Credit Manager in the original. The Borrower may transfer
the Notice of Early Repayment to the Credit Manager in the form of the Electronic Document under the Remote Banking System, provided the
powers of the person signing such Notice of Early Repayment are confirmed, and provided that the Credit Manager receives the original
of such Notice of Early Repayment on or before the early repayment date, in the quantity equal to the number of Creditors.



 


		8.4.4.	Any voluntary
early repayment in accordance with this Article 8.4. shall be pro rata to all Instalments.



 


		8.4.5.	Any partial
repayment of the Outstanding Credit within one Instalment shall decrease pro rata the scope of the Borrower’s obligation to repay
the Outstanding Credit to each Creditor within the relevant Instalment.



 


		8.5	Miscellaneous



 


		8.5.1	The Borrower may not revoke its notices sent in accordance with this Article 8.



 


		8.5.2	If the Credit Manager receives any notice pursuant to this Article 8, it shall, within the next Business
Day, send a copy of such notice to the Party, to which this notice is addressed.



 


		8.5.3	In case of any early repayment of the Outstanding Credit or a part thereof, the Borrower shall repay the
Outstanding Credit (or a part thereof) together with all interest accrued on the repayment amount as at the repayment date, applicable
commission fees, remuneration, and any other amounts payable by the Creditor under this Agreement and, in case of early repayment in accordance
with Article 8.4 (Voluntary Early Repayment), with the Expenses Due to the Change of Dates (as defined in Article 12.4 (Early
Repayment Fee) according to the procedure provided for in Article 12.4. (Early Repayment Fee)).



 


		8.5.4	Any partial repayment of the Credit within the Instalment shall decrease pro rata each repayment amount
payable within this Instalment in accordance with the repayment schedule of the Outstanding Credit in relation to such Instalment.



 


		8.5.5	The Borrower may not early repay the Outstanding Credit or any part thereof or refuse to receive the Credit
or any part thereof under the terms and conditions not expressly provided for by this Agreement.



 


		8.5.6	The Borrower may not submit the Drawdown Request in relation to the amount of the Outstanding Credit repaid
by the Borrower.



 


		9.	INTEREST



 


		9.1	Calculation of Interest



 


		9.1.1	The interest rate on the Outstanding Credit in relation to each Instalment for each Interest Period shall
be the annual interest rate equal to the sum of:



 


		(A)	Margin for the relevant Instalment; and



 


		(B)	Basic Rate.



 






    25 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 





		9.1.2	For each Interest Period, the Base Rate shall be determined on the relevant Interest Rate Determination
Date.



 


		9.1.3	The Credit Manager` shall, on the Interest Rate Determination Date, notify each Party of the amount of
the interest rate accrued on the Outstanding Credit in relation to each Instalment.



 


		9.2	Margin Revision



 


		9.2.1	The Margin shall be automatically increased as follows:



 


		(A)	In relation to any Credit within Instalment 1 — up to 5.35 per cent per annum; and



 


		(B)	In relation to any Credit within Instalment 2 — up to 5.8 per cent per annum, 



 


In case any Event
of Default occurs.


 


		9.2.2	A Margin increase takes effect from the date (hereinafter referred to as the “Margin Increase
Date”) immediately following the earliest of:



 


		(A)	The date of sending by the Borrower to the Credit Manager a notice of an Event of Default; or



 


		(B)	The date, on which the Credit Manager became aware of the Event of Default;



 


		9.2.3	If, as at the Test Date immediately following the Margin Increase Date, there are no Events of Default,
then:



 


		(A)	The Margin shall be automatically decreased to the value being in effect before the Margin Increase Date;
and



 


		(B)	A Margin decrease takes effect on the first day of the Interest Period immediately following the above
Test Date (hereinafter referred to as the “Margin Decrease Date”), provided that, as at the Margin Decrease Date, there
is no Event of Default.



 


		9.3	Payment of Interest



 


The Borrower shall
pay the Credit Manager in favour of the Creditors the interest on the Outstanding Credit in relation to each Instalment on each Interest
Payment Date relating to such Instalment.


 


		9.4	Forfeit



 


		9.4.1	In case the Borrower fails to perform within the established deadline the duty to pay any amount it shall
pay under the Finance Document, a forfeit shall be charged on such overdue amount during the period from the date (inclusive) following
the due payment date to the actual payment date (inclusive) (both before and after rendering the relevant court decision) at the annual
interest rate equal to the doubled interest rate effective on the due payment date of such overdue indebtedness for each day of delay.



 


For the purposes
of this Clause 9.4.1, the Parties agree that, if the overdue amount relates to:


 


		(A)	The Outstanding Credit within any Instalment, then a reference to the “interest rate” relating
to such overdue amount should be considered as a reference to the interest rate relating to such Instalment;



 


		(B)	The interest, then a reference to the “interest rate” relating to such overdue amount should
be considered as a reference to the Instalment, to which such interest rate applies; and



 





		(C)	Any other amounts, then a reference to the “interest rate” relating to such overdue amount
should be considered as a reference to the arithmetical average of the interest rates referring to Instalment 1 and Instalment 2.



 






    26 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		9.4.2	The forfeit shall be paid by the Borrower within five Business Days after the relevant claim was sent
by the Credit Manager.



 


		9.4.3	The Parties agree that the Borrower’s payment of the forfeit provided for in this Article 9.4 shall
by no means limit the Creditors’ rights to use any other remedies, including a right to claim reimbursement by the Borrower for
the losses and expenses incurred due to the Borrower’s delay to the extent not covered by the forfeit.



 


		9.4.4	The Parties confirm that no interest provided for by Article 9.3 (Interest Payment) shall accrue
on the overdue amount, from which the forfeit provided for in this Article 9.4 is charged.



 


		10.	INTEREST PERIODS



 


		10.1	The first Interest Period in relation to each Instalment shall begin on the date following the first Drawdown
Date related to such Instalment and shall end on the nearest Interest Payment Date.



 


		10.2	Each subsequent Interest Period in relation to the relevant Instalment shall begin on the day following
the last day of the previous Interest Period in relation to such Credit and shall end on the immediately following Interest Payment Date.



 


		11.	TAXES



 


		11.1	Reimbursement of Expenses on Tax Deduction



 


		11.1.1	Immediately after the Debtor or the Creditor becomes aware that any Debtor shall make a Tax Deduction
(or change the rate or the base of the Tax Deduction), the Debtor shall, and the Borrower shall ensure that the Debtor will, or the Creditor
shall, as the case may be, notify the Credit Manager thereof. If the Credit Manager receives such notice from the Creditor, it shall notify
the relevant Debtor.



 


		11.1.2	If the Debtor is obliged, in accordance with the legislation, to make the Tax Deduction in relation to
any amount to be transferred to the Finance Party under the Finance Documents, then the amount being paid by the Debtor to the Finance
Party shall be increased so that, after the Tax Deduction, the relevant Finance Party would receive the amount, which it would receive
if no such withholding of the Tax Deduction was required. In the absence of the Default, the Debtor shall not increase in such a way the
amounts being paid to the Finance Party if, as at the date of the relevant payment, such Finance Party ceased to be the Acceptable Creditor
for any reason not related to any change in the legislation.



 


		11.1.3	Within 30 days after making the Tax Deduction, the Borrower shall ensure that the Debtor provides the
Credit Manager with the copies of payment documents (acceptable to the Credit Manager in form and substance) confirming that the withheld
amount of the Tax Deduction was transferred by the Debtor to the state budget in accordance with the requirements of the applicable legislation
in order to transfer such copies to the relevant Finance Party.



 


		11.1.4	The Finance Party registered not in the Russian Federation and being the Acceptable Creditor, within 20
Business Days from the date of receiving the correspondent request of the Borrower, shall provide the Borrower with a copy of the Tax
Certificate issued in respect of the said Finance Party.



 






    27 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 





		11.2	Reimbursement of Expenses in Connection with Tax Payment



 


		11.2.1	Within five Business Days after the Credit Manager submits the relevant claim, the Borrower shall ensure
that the Debtor pays the Finance Party, which is not a Russian legal entity, an amount equivalent to the Tax paid by the Finance Party
or the Tax, which is payable in accordance with the applicable legislation in connection with any Finance Document.



 


		11.2.2	The provisions of Clause 11.2.1 shall not apply:



 


		(A)	To the profit tax paid by the Finance Party in accordance with the legislation of the jurisdiction, where
it is a tax resident; or



 


		(B)	To the extent, where expenses in connection with the Tax payment are compensated by increasing the payment
amount pursuant to Article 11.1 (Reimbursement of Expenses on Tax Deduction).



 


		11.2.3	The Finance Party submitting, or intending to submit, a claim pursuant to Clause 11.2.1 shall immediately
notify the Credit Manager of the event, which will give, or gave, rise to such claim, whereupon the Credit Manager shall notify the Borrower
and the relevant Debtor thereof.



 


		11.3	Tax Indemnity



 


If the Debtor made the Tax Payment
and the relevant Finance Party finds that:


 


		11.3.1	Any Tax Indemnity may be applied to the additional payment, which includes such Tax Payment, to such Tax
Payment, or to the Tax Deduction, due to which such Tax Payment was required; and



 


		11.3.2	Such Finance Party received such Tax Indemnity, and it should notify the Borrower thereon at the earliest
convenience.



 


Then such Finance Party shall transfer
to such Debtor the amount that will put such Finance Party (after making such payment) in the position after paying the Taxes, in which
it would be if the Debtor did not have to make such Tax Payment.


 


		11.4	Charges and Duties



 


Within five Business Days after receiving
the relevant request of the Finance Party, the Borrower shall ensure that the Debtor reimburses this Finance Party for all its costs caused
by payment of the stamp duties, registration fees, and all other similar Taxes payable in connection with any Finance Document.


 


		11.5	Value Added Tax (VAT) and Other Taxes



 


		11.5.1	Unless otherwise is specified in the Finance Document, all amounts payable by the Debtor shall be specified
in the Finance Documents without VAT.



 


		11.5.2	To the extent set forth by the Russian legislation, the remuneration and fees due to the Finance Parties
shall be increased by VAT and any other applicable taxes, which levying or charging is not related to profit taxation of the net income
received or receivable by the Finance Party.



 


		12.	ADDITIONAL PAYMENTS



 


		12.1	Remuneration of the Credit Manager and Pledge Manager



 


		12.1.1.	The Borrower shall pay the Credit Manager and the Pledge Manager remuneration for the services of the
Credit Manager and the Pledge Manager related to:



 


		(A)	Maintenance by the Credit Manager of a register of the Parties
to this Agreement, recording of the Monetary Funds provided to the Borrower by the Creditors in accordance with this Agreement, exercise
by the Credit Manager of the Creditors’ rights within this Agreement, and performance by the Credit Manager of any other duties
provided for by this Agreement; and



 






    28 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		(B)	Performance
by the Borrower and the Finance Parties of their obligations and exercise by the Finance Parties of their rights under this Agreement
and the Security Agreements,



 


in the amount, according
to the procedure, and under the terms and conditions specified in Clauses 12.1.2 and 12.1.3.


 


		12.1.2.	Remuneration for rendering services of the Credit Manager shall be paid annually in the amount equal to
1,000,000 Russian rubles per year (net of VAT), and



 


		(A)	for the first time, the remuneration shall be paid within 10 Business Days from the Signing Date; and



 


		(B)	subsequently, the remuneration shall be paid on or before each anniversary of signing hereof.



 


		12.1.3.	Remuneration for rendering services of the Pledge Manager shall be paid annually in the amount equal to
1,000,000 Russian rubles per year (net of VAT), and



 


		(A)	for the first time, the remuneration shall be paid within three months from the Signing Date; and



 


		12.2	(B)subsequently, the remuneration shall be paid on or before each anniversary of signing hereof.Credit
Fee



 


		12.2.1	The Borrower shall pay the Credit Manager (for subsequent distribution by the Credit Manager among the
Creditors pro rata to their Pro Rata Share) a Credit fee under this Agreement in the amount and according to the procedure provided for
by Clause 12.2.2.



 


		12.2.2	The Credit Fee shall be paid by the Borrower to the Credit Manager:



 


		(A)	With regard to Instalment 1 — in the amount of 2,500,000 Russian rubles, in one instalment
before the first Drawdown Date related to Instalment 1 but in any case within ten Business Days from the Signing Date; and



 


		(B)	With regard to Instalment 2 — in the amount of 3,000,000 Russian rubles, in one instalment
before the first Drawdown Date related to Instalment 2 but in any case within ten Business Days from the Signing Date.



 


		12.3	Commitment Fee



 


		12.3.1	The Borrower shall pay the Credit Manager (for subsequent distribution among the Creditors pro rata to
their Pro Rata Share) a commitment fee in relation to each Instalment, which is calculated at the rate of 40 per cent of the Margin, which
relates to the relevant Instalment and is effective on the payment date, of the Unspent Credit Limit in relation to each Instalment.



 


		12.3.2	The said commitment fee shall be charged for the Drawdown Period and shall be paid on each Interest Payment
Date within the Drawdown Period up to the date, when the Aggregate Unspent Credit Limit becomes equal to zero (exclusive of such date).



 


		12.3.3	In case of early repayment of the Outstanding Credit in full before the end of the Drawdown Period, the
Borrower shall pay the commitment fee on the date of such early repayment of the Outstanding Credit.



 


		12.4	Early Repayment Fee



 


		12.4.1	In case of early repayment of the Outstanding Credit or any part thereof not on the Interest Payment Date
for the reasons provided for by this Article 8.4. (Voluntary Early Repayment), the Borrower shall (along with the Outstanding Credit
to be repaid early or on any other date preliminarily agreed upon with the Credit Manager)
pay a fee in the amount provided for by this Article 12.4.



 






    29 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		12.4.2	The fee specified in Clause 12.4.1 shall amount, in relation to each early repaid amount of the Credit,
to the total Expenses Due to the Change of Dates.



 


		12.4.3	In this Article:



 


“Expenses Due to the Change
of Dates” mean an amount, by which:


 


		(A)	The interest that the Creditor would receive for the period from the receipt date of the early repaid
amount of the Outstanding Credit to the last day of the Interest Period, if the relevant payment to repay the Outstanding Credit was made
on the last day of such Interest Period;



 


Exceeds


 


		(B)	The interest that the Creditor could receive for depositing the early repaid amount of the Outstanding
Credit received by it in the relevant currency with the Acceptable Bank (at the Creditor’s choice) for the period beginning on the
following Business Day after receiving such amount from the Borrower and ending on the last day of the relevant Interest Period.



 


“Acceptable Bank”
means a bank having a rating of at least “BB” according to the scale of S&P or Fitch or at least “Ba2” according
to the scale of Moody's.


 


		12.4.4	With regard to each early repayment of the Credit not on the Interest Payment Date, each Creditor shall
provide the Credit Manager with the information on the amount of the Expenses Due to the Change of Dates for this Creditor within two
Business Days before the expected early repayment date in order to transfer such information to the Borrower.



 


		13.	ADDITIONAL COSTS



 


		13.1	Additional Costs



 


		13.1.1	Subject to Article 13.3 (Exceptions), the Borrower shall, within ten Business Days after the Credit
Manager submits the relevant claim, reimburse the relevant Finance Party for the documented Additional Costs incurred by such Finance
Party as a result of introduction of any legislation into effect or amendments to the legislation after the Signing Date (or to the practice
of its interpretation or application).



 


		13.1.2	In this Article, “Additional Costs” mean:



 


		(A)	Additional costs, expenses, or losses incurred by the Finance Party due to reduction of any amounts received
or receivable; or



 


		(B)	Any additional or increased costs, expenses, or losses; or



 


		(C)	Expenses or losses related to a decrease in any amount payable by the Debtor in accordance with any Finance
Document,



 


Which arise for any Finance Party
due to the fact that it is a Party to this Agreement.


 


		13.2	Claims to Pay the Additional Costs



 


The Finance Party making a claim in
accordance with Article 13 (Additional Costs) shall notify the Credit Manager of the circumstances that served as a basis for such
claim and provide it with the calculation of the Additional Costs, whereupon the Credit Manager shall notify the Borrower thereof within
one Business Day and transfer to it the calculation received from the Finance Party.


 






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*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		13.3	Exceptions



 


The provisions of Article 13 (Additional
Costs) shall not apply if:


 





		13.3.1	The Additional Costs are reimbursed to the Finance Party in accordance with any other Article of this
Agreement;



 


		13.3.2	The Additional Costs are caused by deliberate non-compliance of the Finance Party with the legislation
or this Agreement; or



 


		13.3.3	The relevant Finance Party did not take any reasonable measures to avoid or to decrease the Additional
Costs.



 


		14.	REIMBURSEMENT OF EXPENSES AND LOSSES



 


		14.1	Reimbursement of Currency Expenses



 


If any amount (hereinafter referred
to as “Amount”) payable to the Finance Party by any Debtor pursuant to the Finance Documents or based on a decision
rendered by court, commercial or arbitration court shall be converted from the currency, in which such amount shall be paid (hereinafter
referred to as the “First Currency”), into another currency (hereinafter referred to as the “Second Currency”),
or shall be calculated in the Second Currency, for:


 


		14.1.1	Making any claim against the said Debtor; or



 


		14.1.2	Enforcing any court or commercial court decision within any court, commercial, or arbitration proceedings,



 


Then the relevant Debtor shall, and
the Borrower shall ensure that such Debtor will, within ten Business Days after receiving the relevant claim from the Credit Manager,
reimburse each Finance Party, to which such Amount is due, for the expenses and losses arising from such conversion, including any difference
between (A) the exchange rate used to convert the said Amount from the First Currency into the Second Currency and (B) the exchange rate
available to that person at the time of receipt of the said Amount.


 


		14.2	Reimbursement of Other Expenses



 


Within ten Business
Days after receiving the relevant claim from the Credit Manager, the Borrower shall reimburse each Finance Party for all expenses reasonably
incurred, documented, and preliminarily agreed upon with the Borrower (including fees of legal and any other consultants subject to the
reservations and assumptions with regard to the preliminarily agreed fees) incurred by the relevant Finance Party as a result of:


 


		14.2.1.	Occurrence
of an Event of Default;



 


		14.2.2.	Early repayment
of the Outstanding Credit or a part thereof not in accordance with the provisions of this Agreement;



 


		14.2.3.	Non-provision
of the Credit to the Borrower pursuant to the Drawdown Request due to the Borrower’s breach of any provisions of this Agreement;
or



 


		14.2.4.	Failure to
early repay the Outstanding Credit or a part thereof, despite the notice of early repayment submitted to the Credit Manager in accordance
with the requirements of this Agreement.



 


		14.3	Reimbursement of the Credit Manager’s Expenses



 


Within ten Business Days after receiving
the relevant claim, the Borrower shall reimburse the Credit Manager for the amount of all expenses reasonably incurred, documented, and
preliminarily agreed upon with the Borrower (including fees of legal and any other consultants subject to the reservations and assumptions
with regard to the preliminarily agreed fees) incurred by the Credit Manager as a result of:


 


		14.3.1	Investigation of any event, which the Credit Manager reasonably believes to be an Event of Default; or



 





		14.3.2	Actions based on any notice or instruction of any Finance Party in accordance with this Agreement, which
the Credit Manager reasonably believes to be complied with.



 






    31 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		14.4	Reimbursement of the Pledge Manager’s Expenses



 


		14.4.1	Within ten Business Days after receiving the relevant claim, the Borrower shall reimburse the Pledge Manager
for the amount of all Pledge Manager’s expenses reasonably incurred, documented, and preliminarily agreed upon with the Borrower
(including fees of legal and any other consultants subject to the reservations and assumptions with regard to the preliminarily agreed
fees and excluding expenses and property losses which amount was reimbursed by the Debtor earlier in accordance with the Pledge Agreement)
incurred by the Pledge Manager as a result of the actions aimed at:



 


		(A)	Protecting the rights of the Finance Parties based on the Security Agreements; or



 


		(B)	Protecting the property pledged in favour of the Creditors subject to the relevant Security Agreements.



 


		14.4.2	The Pledge Manager may, on a priority basis, reimburse its expenses out of the cost of the property pledged
in favour of the Creditors subject to the relevant Security Agreements.



 


		14.5	Transaction Expenses and Amendment Expenses



 


		14.5.1	The Borrower shall, within ten Business Days after the date of receipt of the relevant claim from the
Credit Manager and (or) the Pledge Manager, reimburse the Finance Parties for all expenses reasonably incurred, documented, and preliminarily
agreed upon with the Borrower (including fees of legal and any other consultants and appraisers subject to the reservations and assumptions
with regard to the preliminarily agreed fees and excluding expenses which amount was reimbursed by the Debtor earlier in accordance with
the Pledge Agreement) due to the Credit arrangement, negotiations, preparation, execution, and signing of the Finance Documents.



 


		14.5.2	The Borrower shall, within ten Business Days after the date of receipt of the relevant claim from the
Credit Manager, reimburse the Finance Parties for all expenses reasonably incurred, documented, and preliminarily agreed upon with the
Borrower (including fees of legal and any other consultants and appraisers subject to the reservations and assumptions with regard to
the preliminarily agreed fees and excluding expenses which amount was reimbursed by the Debtor earlier in accordance with the Pledge Agreement)
due to agreeing upon and amending the Finance Documents and (or) obtaining a consent or a waiver from the Finance Parties, in each case,
if the relevant amendment, consent, or waiver is initiated by the Borrower or relates to the requirements of the applicable legislation.



 


		14.5.3	If the amount of the relevant expenses is not expressed in Russian rubles, the Borrower shall reimburse
the Equivalent of such amount in Russian rubles at the exchange rate on the date, when the relevant expenses are incurred by the relevant
Finance Party (unless otherwise is agreed upon between the Borrower and the relevant Finance Party).



 


		14.6	Enforcement Expenses



 


Within ten Business Days after
receiving the relevant claim from the Credit Manager, the Borrower shall reimburse each Finance Party for all expenses documented,
and preliminarily agreed upon with the Borrower and reasonably incurred (including fees of legal and any other consultants and
appraisers and excluding expenses which amount was reimbursed by the Debtor earlier in accordance with the Pledge Agreement) by the
relevant Finance Party due to enforcement of any Finance Document or protection by such Finance Party of its rights under the
Finance Documents (including court costs).


 






    32 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		14.7.	Compensation of Losses



 


		14.7.1.	Pursuant to Article 406 of the Civil Code, if the obligation of the Borrower, provided for
in Article 12.1 (Remuneration of the Credit Manager and Pledge Manager), Article 14.3. (Reimbursement of the Credit Manager’s
Expenses) or Article 14.4. (Reimbursement of the Pledge Manager’s Expenses) is or becomes invalid, illegal and (or) any
such obligation is not subject to judicial protection, the Borrower as the independent and principal obligation, upon the request of the
Finance Party, will unconditionally reimburse the respective Finance Party for the amounts of any expenses, commission fees, charges and
losses which it will incur due to non-payment of any amount, which, save for such invalidity, illegality and (or) impossibility of judicial
protection, would be subject to payment in accordance with Article 12.1. (Remuneration of the Credit Manager and Pledge Manager),
Article 14.3. (Reimbursement of the Credit Manager’s Expenses) or Article 14.4. (Reimbursement of the Pledge Manager’s
Expenses) on the date of making such payment or discharge of obligation.



 


		14.7.2.	The amounts subject to payment by the Borrower in accordance with this Article 14.7 (Compensation of
Losses), may not exceed the aggregate amount which the Borrower should have paid in accordance with Article 12.1 (Remuneration
of the Credit Manager and Pledge Manager), Article 14.3. (Reimbursement of the Credit Manager’s Expenses) and Article
14.4. (Reimbursement of the Pledge Manager’s Expenses) so, as if the declared amount was subject to payment by virtue of
Article 12.1. (Remuneration of the Credit Manager and Pledge Manager), Article 14.3. (Reimbursement of the Credit Manager’s
Expenses) or Article 14.4. (Reimbursement of the Pledge Manager’s Expenses).WARRANTIES AND REPRESENTATIONS



 


		15.	WARRANTIES AND REPRESENTATIONS



 


		15.1	Representations and Warranties



 


		15.1.1	The Warranties and Representations are made by the Borrower to each Finance Party in relation to itself
and in relation to each other Debtor not being a party to this Agreement.



 


		15.1.2	Each Finance Party relies on such Warranties and Representations and their reliability is material for
the Finance Parties.



 


		15.1.3	The Borrower acknowledges that neither Finance Party would enter into this Agreement if no Warranties
and Representations were made in their entirety.



 


		15.2	Status



 


		15.2.1	Each Debtor is a legal entity duly organised and validly existing in accordance with the applicable law.



 


		15.2.2	Each Debtor is the owner of its property and carries out its activities in accordance with the applicable
legislation.



 


		15.3	Capacity and Powers



 


		15.3.1	Each Pledger has legal capacity and powers to enter into and perform the Transaction Documents, a party
to which it is, and the transactions contemplated by them and has obtained all requisite approvals (consents) for the entry into and performance
of such Transaction Documents in the manner prescribed by the legislation and its constituent and other internal documents, including
the approval (provision of consent for the performance) of the transactions contemplated by such Transaction Documents as a major transaction and
an interested-party transaction (if such approvals (consents) are required).



 


		15.3.2	The persons acting on behalf of the Debtor have the authority to enter into the Transaction Documents,
to which the relevant Debtor is a party.



 






    33 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		15.4	Validity



 


		15.4.1	Taking into consideration the Legal Reservations, each Transaction Document, to which the Debtor is a
party, represents an obligation compliant with the applicable legislation, valid and legally binding upon the Debtor, which is enforceable.



 


		15.4.2	Taking into consideration the Legal Reservations, each Transaction Document, to which the Debtor is a
party, is drawn up in the form ensuring its enforceability in the jurisdiction, where the Debtor is incorporated and (or) registered.



 


		15.5	No Conflict



 


Entry into and performance
by the Debtor of each Transaction Document, to which it is a party, and the transactions based thereon do not contradict:


 


		15.5.1	Any applicable law;



 


		15.5.2	Its statutory and other internal documents;



 


		15.5.3	Any decisions of its governing bodies; and



 


		15.5.4	Any other documents or agreements that are binding on it, except for the cases when such conflict does
not result in and may not result in the Material Adverse Effect.



 


		15.6	Complying with the Laws



 


Business activities of each Debtor
are carried out in accordance with the current legislation, including, without limitation, special regulation of the industry, except
where any violation of the legislation does not and cannot result in a Material Adverse Effect.


 


		15.7	Complying with the Anti-Corruption Laws



 


The Debtor carries out its business
activities in accordance with the applicable anti-corruption legislation, except where any violation of such legislation does not and
cannot result in a Material Adverse Effect.


 


		15.8	Encumbrance and Financial Indebtedness



 


		15.8.1	There is no Encumbrance in relation to any property of the Debtor, except for the Encumbrance permitted
by the Finance Documents.



 


		15.8.2	The Debtor has no outstanding Financial Indebtedness, excluding the Financial Indebtedness permitted by
the Finance Documents.



 


		15.9	No Default



 


		15.9.1	No Default will arise from entry into or performance by the Debtor of any Finance Documents, to which
it is a party, or transactions based thereon.



 


		15.9.2	There are no events or circumstances representing a default on financial obligations by the Debtor under
any agreement or any other document binding upon the Debtor, which occurrence results in or may result in the Material Adverse Effect.



 


		15.9.3	There are no other events or circumstances representing a default, non-performance, or breach of the obligations
under any document binding upon the Debtor, if such event or circumstance with a reasonable degree of probability can have a Material
Adverse Effect.



 






    34 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 





		15.10	Permits



 


As at the Signing Date, all authorisations
and consents required in connection with the conclusion, performance, ensuring validity and enforceability of each Finance Document, to
which it is a party, and the transactions contemplated thereby have been obtained by each Debtor and remain valid.


 


		15.11	Registration Requirements



 


No notarial actions in connection
with any Finance Document or the registration of any Finance Document are required (and no payment of any state or registration fees or
taxes or levies is required in connection with the Finance Documents), including with any state authorities or agencies of the Russian
Federation and (or) the Republic of Cyprus, except for:


 


		15.11.1	Notarization of the Participatory Interest Pledge Agreement and payment of the relevant levies and duties;



 


		15.11.2	Entering of notices of the pledge of movable property occurring based on the Intellectual Property Items
Pledge Agreements (except for the Trade Marks Rights Pledge Agreement) in the register of notices of the pledge of movable property of
the unified information system of notaries, and payment of the relevant levies and duties;



 


		15.11.3	Registration of the pledge occurring based on the Participatory Interest Pledge Agreement in the Unified
State Register of Legal Entities, and payment of the relevant levies and duties;



 


		15.11.4	Registration of the pledge occurring based on the Trade Marks Rights Pledge Agreement, if Rospatent performs
respective registration, and the Licence Agreements Rights Pledge Agreements with Rospatent;



 


		15.11.5	Registration of the Participatory Interest Pledge Agreement and the Trade Marks Rights Pledge Agreement
in accordance with the laws of the Republic of Cyprus in the Register of Companies and the payment of the corresponding levies and fees;



 


		15.11.6	Registration of the Participatory Interest Pledge Agreement, each of the Share Pledge Agreement and Trade
Marks Rights Pledge Agreement pursuant to the legislation of the Republic of Cyprus in the internal pledge register of the respective
Debtor; and



 


		15.11.7	Payment of stamp duty in Cyprus with regard to the Finance Documents to which the Guarantors are a party.



 


		15.12	Financial Statements



 


		15.12.1	The latest financial statements / information (as the case may be) of the Borrower provided to the Credit
Manager:



 


		(A)	Are prepared in accordance with RAS; and



 


		(B)	In all material respects, reliably reflect the Borrower’s financial standing (if applicable, on
a consolidated basis) as at the date of their preparation.



 


		15.12.2	The latest financial statements / information (as the case may be) of each Debtor incorporated in the
Republic of Cyprus, provided to the Credit Manager:



 


		(A)	Are prepared in accordance with IFRS; and



 


		(B)	In all material respects, reliably reflect the respective Borrower’s financial standing (if applicable,
on a consolidated basis) as at the date of their preparation.



 





		15.12.3.	Since the date, on which the financial statements / information (as the case may be) specified in Clauses
15.12.1 and 15.12.2. were prepared, there were no events that could have a Material Adverse Effect.



 






    35 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		15.13	Insolvency



 


There are no corporate
actions, court proceedings, any other procedures, or actions specified in Article 19.7 (Insolvency), commenced or expected, as
far as the Borrower is aware, against the Debtors, and there are no circumstances specified in Article 19.8 (Insolvency Proceedings)
and Article 19.9.(Forcible Withdrawal or Restriction on Disposal of Property).


 


		15.14	Taxation



 


		15.14.1	The Debtor is not liable to make deductions towards Tax payments from the amounts of payments transferred
in favour of the Creditors under the terms and conditions of the Finance Documents.



 


		15.14.2	The Debtor timely and duly paid all Taxes and made any other mandatory payments to the budget and (or)
extra-budget funds levied on it and its property (assets), and the duty to pay them within the set period was performed without charging
any fines or penalties, except where:



 


		(A)	The aggregate amount of the indebtedness of all Debtors in respect of
Taxes and other obligatory payments to the budget and (or) extra budget funds does not exceed 20,000,000 Russian rubles (or its Equivalent
in any other currency); or



 


(B)       in
relation to the indebtedness all following conditions are met:


 


(1)       Such
payment is challenged in good faith;


 


(2)       Adequate
reserves are established for such challenged indebtedness; and


 


(3)        a
period is legally established in respect of such payment, during which it is allowed not to make such a payment, and such period has not
expired.


 


		15.14.3	The Debtor did not delay submission of tax returns for more than three Business Days.



 


		15.14.4	No claims are lodged against any Debtor due to the Taxes or any other mandatory payments to the budget
and (or) extra-budget funds which amount in the aggregate with the amount of claims declared in respect of other Debtors, exceeds 50,000,000
Russian rubles (or its Equivalent in any other currency).



 


		15.14.5	There are no Tax audits being conducted on any Debtor (and there is no reason to expect such claims or
audits), which may have a Material Adverse Effect.



 


		15.14.6	For the Taxation purposes:



 


		(A)	The Borrower is a tax resident of the Russian Federation only; and



 


		(B)	Every other Debtor is a tax resident of the Republic of Cyprus only.



 


		15.15	Ownership



 


		15.15.1	The Debtor has valid licences and authorizations, good title, and valid right to lease in relation to
the property necessary for the activities the Debtor carries out as at the Signing Date.



 


		15.15.2	The Debtor is the sole owner and beneficiary of the property items (assets), in relation to which it enters
into the Pledge Agreements (excluding the Intellectual Property Items Pledge Agreements), has good title and exclusive ownership or any
other property rights (as applicable) free from any claims and rights of third parties,
claims in relation to such property, apart from the Encumbrance occurring based on the said Pledge Agreements.



 






    36 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		15.16	Legal Proceedings



 


As at the Signing Date, there is no
court, arbitration, or administrative proceedings against the Debtor initiated or, as far as the Borrower is aware, expected; no investigative
actions resulting in a decision or a high degree of probability of negative decisions that may cause losses in excess of 20,000,000
Russian rubles or its Equivalent as at the calculation date are taken.


 


		15.17	Information



 


		15.17.1	All information provided by the Borrower to the Finance Party in writing (including by email) due to the
Transaction Documents is true and accurate as at its provision date or (as the case may be) as at the date (if any) specified as a current
date.



 


		15.17.2	Any financial forecasts contained in the information specified in Clause 15.17.1. are prepared as at the
date of their preparation based on the latest data and assumptions that are reasonable as at the date of their submission.



 


		15.17.3	The Borrower did not conceal any information, which, if disclosed, would result in the fact that any other
information specified in Clause 15.17.1. would become untrue or misleading as at the date, on which the relevant information was provided.



 


		15.18	Intellectual Property



 


		15.18.1	The Debtor being a party to the Intellectual Property Items Pledge Agreement is the only right holder
of exclusive rights and other rights in which respect the Debtor enters into the respective Intellectual Property Items Pledge Agreement,
free from any claims and third party rights, claims in respect of such rights, except for (i) the Encumbrance arising under the Intellectual
Property Items Pledge Agreements; (ii) the rights granted to the Borrower under the License Agreements, and (iii) non-exclusive rights
to use the Software provided by the Borrower to third parties as part of the Borrower's Ordinary Course of Business under the terms of
the license agreement posted on the website https://www.cian.ru/help/about/oferta-natural/.



 


		15.18.2	The Debtor is the sole right holder of exclusive rights and other rights in respect of all Intellectual
Property Items being material for the Debtor’s business activities and required for the Debtor’s activities being carried
out as at the Signing Date.



 


		15.18.3	When carrying out the business activities, the Debtor does not infringe any rights of third parties to
the Intellectual Property items, which results in a Material Adverse Effect or reasonable grounds to expect it to occur.



 


		15.18.4	The Debtor took all legal and technical actions (including payment of duties) required to maintain the
rights to the items that are the pledged items under the Intellectual Property Items Pledge Agreements, to which the relevant Debtor is
a party, and to all Intellectual Property items that are material for the Debtor’s business activities.



 


		15.19	Shares



 


		15.19.1	Shares (participatory interests) in the authorized capital of all companies, which are subject matter
of the Security Agreements, are fully paid-up; there are no put options or any other similar rights granted.



 






    37 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 





		15.19.2	The constituent documents of the companies, which shares (participatory interests) in the authorized capital
are a subject matter of the Security Agreements, provide for no restrictions and prohibitions to pledge shares (participatory interests)
that are a subject matter of the Security Agreements in favour of any third party, to transfer rights to the said shares (participatory
interests), when entering into the Security Agreements, and to levy execution upon their subject matter, except for mandatory legal restrictions
and requirements.



 


		15.20	Ranking of Security



 


		15.20.1	Taking into consideration provisions of Article 15.11 (Registration Requirements), the Encumbrance
imposed by each Pledge Agreement is a senior security, upon which the Pledge Manager may levy execution as a matter of priority.



 


		15.20.2	Third parties have no rights (to claim) or any other rights in relation to the property and assets of
the Debtors that are a subject matter of the Pledge Agreements.



 


		15.21	Ranking of Obligations



 


The Borrower’s
obligations to repay the Outstanding Credit, to pay the interest accrued on it and the fees provided for by this Agreement as well as
any other financial obligations of the Borrower under the Finance Documents are ranked as the obligations to other unsecured creditors
under their claims, in relation to which no preferential procedure is set.


 


		15.22	Regulated Procurements



 


The conclusion by the Debtors of this
Agreement and other Transaction Documents does not require compliance with any procedures under the Regulated Procurements Law or any
similar procedures.


 


		15.23	Accounting Reference Date



 


The Debtor’s accounting reference
date is December 31.


 


		15.24	No Immunity



 


No immunity is used in relation to
the Borrower, any other Debtor, or their property, with regard to filing suits and claims, granting injunctive reliefs, levying execution,
or any similar actions.


 


		15.25	Ownership Structure Chart



 


As at the Signing Date, the Ownership
Structure Chart is complete and accurate in all respects and corresponds to the facts.


 


		15.26.	Shareholders’ Agreement



 


		15.26.1.	There is no corporate agreement, shareholders’ agreement or agreement on exercising the rights of
the members of the company (including at the level of the respective Debtor and higher) or another analogous document in respect of shares
(participatory interests in the charter capital) in the Debtors, except for the Shareholders’ Agreement.



 


		15.26.2.	The Parties to the Shareholders’ Agreement do not include any third parties which are not expressly
specified in the definition of the notion of “Shareholders’ Agreement”.



 


		15.26.3.	The Shareholders’ Agreement contains no provisions stipulating prohibition or the terms and conditions
upon which the Finance Documents or any other analogous documents should be concluded, and contains no terms and conditions on acquisition
or alienation of shares (participatory interests in the charter capital) in the Debtors at a fixed price or upon the occurrence of specific
circumstances or on the restriction of the right to alienate
shares (participatory interests in the charter capital) in the Debtor before or upon the condition of the occurrence of specific circumstances.



 


		15.26.4.	Each Debtor received all necessary authorisations, consents and approvals, sent all necessary notices
provided for in the Shareholders’ Agreement in connection with entering into Finance Documents.



 






    38 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


15.27.       Effective
Periods of the Representations and Warranties


 


		15.27.1.	The Representations and Warranties set out in this Article (except for Representations and Warranties
set forth in Clause 15.12.2). are given by the Borrower as at the Signing Date.



 


		15.27.2.	The Borrower shall ensure that all Representations and Warranties (except for Representations and Warranties
set forth in Article 15.11. (Registration), Article 15.14 (Taxation) and Article 15.16. (Legal Proceedings) remain
true as if they were provided by the Borrower unchanged:



 


		(A)	At the date of each Drawdown Request;



 


		(B)	On each Drawdown Date; and



 


		(C)	On the first day of each Interest Period.



 


		15.27.3.	The Borrower shall ensure that all Representations and Warranties set forth in Article 15.14 (Taxation)
remain true as if they were provided by the Borrower unchanged:



 


		(A)	At the date of each Drawdown Request;



 


		(B)	On each Drawdown Date.



 


		16.	UNDERTAKINGS TO PROVIDE INFORMATION



 


		16.1	Financial Statements



 


The Borrower shall provide the Credit
Manager with the number of certified copies corresponding to the number of Creditors (bearing a mark on the method of sending of the document
to an office of the Federal Tax Service of Russia, if applicable):


 


		16.1.1	As soon as the same is prepared, but in any case on or before April 15 of each year — of the Borrower’s
financial statements for the previous financial year prepared in accordance with RAS; and



 


		16.1.2	As soon as the same is prepared, but in any case on or before May 16, August 15, and November 15 of each
year — of the Borrower’s quarterly financial statements for the previous quarter ending on March 31, June 30, and September
30 of such year, accordingly, prepared in accordance with RAS.



 


		16.1.3	As soon as the same is prepared, but in any case on or before:



 


		(A)	in respect of the statements for 2018 – August 15, 2019; and



 


		(B)	in respect of the statements for each subsequent year – July 1 of the year following the year under
report of
the audited consolidated financial statements of Solaredge Holdings for the previous financial year prepared in accordance with IFRS;



 


		16.1.4.	As soon as the same is prepared, but in any case on or before
September 1 of each year – of the consolidated management statements of Solarenge Holdings for the first six months of the respective
year prepared in accordance with IFRS in the form attached hereto in Annex 14 (Form of Report).



 


		16.1.5.	As soon as the same is prepared, but in any case on or before July 1 of the year following the year under
report – of the management statements of each Debtor incorporated in the Republic of Cyprus,
for the previous financial year prepared in accordance with IFRS in the form attached hereto in Annex 14 (Form of Report).



 






    39 


     


    





 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		16.2	Confirmation of Compliance with the Financial Indicators



 


		16.2.1	Along with each set of financial statements provided in accordance with Clauses 16.1.1 and 16.1.2, the
Borrower shall provide the Credit Manager with a confirmation of financial indicators calculating the financial indicators contained in
Article 17 (Undertakings to Comply with the Financial Indicators) as at the preparation date of such financial statements.



 


		16.2.2	The confirmation of financial indicators should be drawn up in the form provided for in Annex 5 (Confirmation
of Compliance with the Financial Indicators Form) and signed by the Borrower’s authorized representative.



 


		16.3	Requirements to the Financial Statements



 


The Borrower shall
ensure that each set of financial statements provided in accordance with Article 16.1 (Financial Statements) includes:


 


		16.3.1	In case of each statement of the Borrower — the Borrower’s balance sheet and profit and loss
statement, as well as information and explanation of the balance sheet; and



 


		16.3.2	In case of each statement for the financial year of the Borrower — the Borrower’s cash
                                                                    flow statement, as well as information and explanation of the balance sheet; and



 


		16.3.3	In case of each statement of each Debtor incorporated in the Republic of Cyprus – forms of accounting
and other statements prepared in accordance with IFRS and reflecting the financial standing and operations of the respective Debtor or,
in respect of Clauses 16.1.3 and 16.1.4., of the Debtor and other companies which statements are consolidated with the statements of the
Debtor, as well as, in respect of Clause 16.1.3, the letter of the auditor.



 


		16.4	End of the Financial Year



 


The Borrower shall ensure that the
financial year of the Borrower ends December 31.


 


		16.5	Information: Miscellaneous



 


The Borrower shall provide the Credit
Manager (in the number sufficient for all Creditors, if requested by the Credit Manager):


 


		16.5.1	Immediately, but in any case within three Business Days after it becomes aware, — with the information
on any court, arbitration, or administrative proceedings that are conducted, pending, or may be initiated against the Debtor and which
may result in liability exceeding 20,000,000 Russian rubles or its Equivalent as at the calculation date;



 


		16.5.2	Immediately, but in any case within five Business Days after occurrence of the relevant circumstance:



 


		(A)	With the information on any changes in the Debtor’s members (shareholders) owning (together with
the Affiliates) 10% and more per cent of the participatory interests in the Debtor’s authorized capital or in beneficial owners
that may control actions of, or give binding instructions to, the Debtor;



 


		(B)	With the information on any change of the Borrower’s legal form; and



 


		(C)	With the information on changes in the structure of the Debtor’s governing bodies or in the list
of persons included in such bodies (including a change of the sole governing body and transfer of its functions to a managing company);



 






    40 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		16.5.3	Immediately, but in any case within ten Business Days after receiving the relevant claim from the Credit
Manager:



 


		(A)	With the information and documents on the Debtor’s financial standing, property, and transactions
(including explanations of any item in the financial statements, budgets, or any other documents provided in accordance with the Finance
Documents), upon the request of the Credit Manager;



 


		(B)	With the certificate showing the calculation of dividends and other payments, to which Article 18.12 (Payments
to the Shareholders) applies, and confirmation of compliance with the restrictions set forth by the said Article;



 


		16.5.4	Immediately, but in any case within ten Business Days after receiving the relevant claim from the Pledge
Manager, with such information that the Pledge Manager may reasonably request on the property pledged under the Security Agreements and
on the fulfilment of the conditions of any Security Agreement; and



 


		16.5.5	Within ten Business Days after it becomes aware, with the information on any circumstances relating to
the Debtors, which may have a Material Adverse Effect.



 


		16.6	Notice of Default



 


		16.6.1	The Borrower shall notify the Credit Manager of any Default (and measures, if any, taken to cure such
Default) immediately after it becomes aware thereof.



 


		16.6.2	Upon the request of the Credit Manager, the Borrower shall provide the Credit Manager with the statement
signed by the Borrower’s authorized representative certifying that the Default was cured or, if the Default continues, detailing
the measures taken to cure it.



 


		16.7	Checking of the “Client Data”



 


		16.7.1	If, as a result of:



 


		(A)	Any changes in any applicable legislation after the Signing Date;



 


		(B)	Any changes in the legal form of the Borrower, any other Debtor, or their shareholders (members); or



 


		(C)	Assignment or transfer by any Creditor of all its rights and obligations or a part thereof under this
Agreement to the party that was not the Creditor before such assignment or transfer, or replacement of the Pledge Manager or any other
Finance Party in accordance with this Agreement, or any other change in the Parties to the Agreement;



 


The Credit Manager, the Pledge Manager,
the Creditor, or any other Finance Party (or, in case of clause (C), a potential new party), by virtue of the legislation applicable to
them, will have a duty to check the “client data” or to conduct similar client check procedures, and no necessary information
was previously provided by the Borrower or any other Debtor, the Borrower shall, and shall ensure that the Debtors will, provide the Credit
Manager (acting in its own name, in the name of the relevant Finance Party, or in the name of the potential new party) with the information
and documents required for the Credit Manager, the relevant Finance Party, or the potential new party to comply with the “client
data” check requirements applicable to them.


 


		16.7.2	Each Finance Party shall provide the Credit Manager with the information and documents required for the
Credit Manager to comply with the “client data” check requirements applicable to it.



 






    41 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		16.8	Intended Use of Funds



 


The Borrower shall,
within 30 days after the Drawdown Date, provide the Credit Manager with the original of the register of performed payments, duly signed
by an authorised person on behalf of the Borrower, in the form and substance satisfactory to the Credit Manager and confirming the intended
use of the Credit, and (or) copies of other documents duly certified by the Borrower in the form and substance satisfactory to the Credit
Manager and confirming the intended use of the Credit.


 


		17.	UNDERTAKINGS TO COMPLY WITH THE FINANCIAL INDICATORS



 


		17.1	Interpretation



 


		17.1.1	The terms used in this Article and not defined in Article 1.1 (Terms) have the meanings specified
below:



 


“EBITDA” means
the Borrower's profit before taxes (line 2300 of the balance sheet):


 


		(a)	Taking into account depreciation (credit turnover on account 02 “Depreciation of Fixed Assets”
of the balance sheet);



 


		(b)	Taking into account interest payable (line 2330 of the balance sheet);



 


		(c)	Taking into account expenses for making payments (except for payments towards the payment of the Outstanding
Credit) subject to payment by the Borrower in accordance with the Finance Documents, one-time non-operating expenses, including expenses
on sum and exchange rate differences, expenses on currency sale and purchase, expenses for the previous years, expenses on disposal of
fixed assets, inventories, investments and any other assets, and expenses on fixed assets and investments revaluation (line 2350 of the
balance sheet);



 


		(d)	Without taking into account interest receivable (line 2320 of the balance sheet);



 


		(e)	Without taking into account income from participation in any other entities (line 2310 of the balance
sheet); and



 


		(f)	Without taking into account one-time non-operating income, including income from sum and exchange rate
differences, income from currency sale and purchase, income for the previous years, income from disposal of fixed assets, inventories,
investments and any other assets, and income from fixed assets and investments revaluation, and income from write-off of accounts payable,
credits and loans granted (line 2340 of the balance sheet),



 


in each case, without double-entry
accounting.


 


“Revenue ” means
the revenue from sales (line 2110 of the balance sheet).


 


“Test Date” means
the last day of each Test Period.


 


“Cash and Cash Equivalents”
mean the amount in “cash and cash equivalents” item in accordance with the latest statements of the Borrower.


 


“Extraordinary Income or
Expense” means any extraordinary, one-time, or non-recurring income or expense.


 


“Current Liquidity Ratio”
means the ratio between current assets (line 1200 of the balance sheet) and short-term liabilities (line 1500 of the balance sheet); however,
short-term liabilities do not include prepaid income (line 1530 of the balance sheet) and provisions for future expenses (line 1540 of
the balance sheet).


 


“Test Period” means:


 


		(A)	In relation to Clause 17.2.1 — each period of three months ending March 31, June 30, September 30,
or December 31;



 






    42 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		(B)	In relation to Clause 17.2.2 — each period of 12 months ending December 31;



 


		(C)	In relation to Clause 17.2.3(A) and Clause 17.2.3(C) — each period of 12 months ending March 31,
June 30, September 30;



 


		(D)	In relation to Clause 17.2.3(B) –period of three months ending September 30, 2020 and December 31,
2020.



 


“Advertising Expenses”
means:


 


		(A)	Payments for advertising services to the Advertising Partners.



 


		(B)	Payments to any other persons, who are included in the calculation of financial indicators in accordance
with this Article 17 (Undertakings to Comply with the Financial Indicators) as previously agreed upon by the Credit Manager acting
based on the Consent of the Majority of Creditors.



 


“Financial Expenses”
mean the aggregate amount of interest, including capitalized interest, commission fees, remuneration, early repayment fees, payments in
relation to any liabilities for financial activities and any other payments that are financial expenses in accordance with RAS, paid,
charged and (or) payable during the relevant period (except for principal repayment).


 


“Net Debt” means
in relation to each Test Period:


 


		(a)	Liabilities of the Borrower for financial activities, including indebtedness on credits and loans, including
on bonded loans, and liabilities for leasing in accordance with RAS,



 


Less


 


		(b)	Cash and Cash Equivalents,



 


In each case, as at the Test Date.


 


		17.1.2	Unless otherwise is provided for by this Agreement, the accounting terms used in this Article 17 (Undertakings
to Comply with the Financial Indicators) shall be interpreted in accordance with RAS.



 


		17.1.3	The indicators specified in this Article 17 (Undertakings to Comply with the Financial Indicators)
are verified based on the financial statements and the financial information provided in accordance with Clauses 16.1.1 and 16.1.2 as
at each relevant Test Date.



 


		17.2	Financial Indicators



 


		17.2.1	Quarterly-Tested Financial Indicators



 


		(A)	The Borrower undertakes to ensure compliance with the following indicators with regard to each relevant
Test Period:



 






    43 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


	Indicator 	Each Test Period ending in 2019, beginning from the Test Period ending on  September 30, 2019	Each Test Period ending in 2020	Each Test Period ending in 2021
	Revenue	At
    least [***] Russian rubles	At least  [***] Russian rubles	At least  [***] Russian rubles
	Sum of EBITDA value and Advertising Expenses	at
least  [***] Russian rubles 	At
    least [***] Russian rubles	At least  [***] Russian rubles
	EBITDA	At least “-”  [***] Russian rubles	At least “-”  [***] Russian rubles	At
    least [***] Russian rubles



 


		(B)	The Borrower shall ensure that with regard to each relevant Test Period,
starting from the Test Period ending December 31, 2019, the Current Liquidity Ratio is at least 1.5:1.



 


		(C)	The Borrower shall make the Warranties and Representations provided below to each Finance Party, as at
the Signing Date. Each Finance Party relies on such warranties and representations of the Borrower and their reliability is material for
the Finance Parties:



 


Each finance indicator
specified in the table below is true and accurate in relation to each relevant Test Period:


 


	Indicator 	Test Period ending on December 31, 2018	Each Test Period ending on March 31, 2019 and June 30, 2019
	Revenue	At least  [***] Russian rubles	At least  [***] Russian rubles
	Sum of EBITDA value and Advertising Expenses	At least  [***] Russian rubles	
    For the Test Period ending on
    March 31, 2019 - at least  [***] Russian rubles

     

    For the Test Period ending
on June 30, 2019 - at least  [***] Russian rubles

	EBITDA	At least “-”  [***] Russian rubles	At least “-”  [***] Russian rubles



 






    44 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		17.2.2	Yearly-Tested Financial Indicators



 


The Borrower undertakes
to ensure compliance with the following indicators with regard to each relevant Test Period:


 


	Indicator 	Each Test Period ending in 2019 	Each Test Period ending in 2020	Each Test Period ending in 2021
	Sum of EBITDA value and Advertising Expenses	At
    least [***] Russian rubles	At least  [***] Russian rubles	At least  [***] Russian rubles
	EBITDA	At least “-”  [***] Russian rubles	At least  [***] Russian rubles	At least  [***] Russian rubles



 


		17.2.3	Other Financial Indicators



 


		(A)	The Borrower undertakes to ensure compliance with the following indicators with regard to each relevant
Test Period:



 


	Indicator 	Each Test Period ending in 2019, beginning from the Test Period ending on September 30, 2019	Each Test Period ending in 2020	Each Test Period ending in 2021
	Sum of EBITDA value and Advertising Expenses	At least  [***] Russian rubles	At least  [***] Russian rubles	At least  [***] Russian rubles



 


		(B)	The Borrower shall ensure that EBITDA for the relevant Test Period



 


		(1)	ending on September 30, 2020 – is at least [***]  Rubles; and



 


		(2)	ending on December 31, 2020 – is at least [***] Rubles.



 






    45 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		(C)	The Borrower shall make the Warranties and Representations provided below to each Finance Party, as at
the Signing Date. Each Finance Party relies on such warranties and representations of the Borrower and their reliability is material for
the Finance Parties:



 


Each finance indicator
specified in the table below is true and accurate in relation to each relevant Test Period:


 


	Indicator 	
    Each Test Period ending on March 31, 2019
and June 30, 2019

	Sum of EBITDA value and Advertising Expenses	At least [***] Russian rubles



 


		18.	GENERAL OBLIGATIONS



 


		18.1	Authorizations and Corporate Approvals



 


		18.1.1	The Borrower shall, and shall ensure that each other Debtor will, timely obtain, ensure validity, and
comply with the terms and conditions of any authorizations, consents, and approvals required pursuant to the applicable legislation to
perform its obligations under the Transaction Documents, to which it is a party.



 


		18.1.2	The Borrower shall ensure that it and each other Debtor timely obtain, ensure validity, and comply with
the terms and conditions of all material authorizations, consents, and patents required pursuant to any applicable legislation to carry
out its business activities of the relevant Debtor as they were carried out as at the Signing Date, non-obtaining, invalidity or non-compliance
with which may have a Material Adverse Effect.



 


		18.2	Complying with the Laws



 


The Debtor shall ensure that it and
each other Debtor will comply with all requirements of the applicable legislation, except where any violation of the said requirements
does not and cannot result in a Material Adverse Effect.


 


		18.3	Complying with the Anti-Corruption Laws



 


The Borrower shall ensure that it
and each other Debtor will:


 


		18.3.1	Carry out its business activities in accordance with the anti-corruption legislation, except where any
violation of such legislation does not and cannot result in a Material Adverse Effect; and



 


		18.3.2	Approve and ensure use of the internal policies and procedures aimed at ensuring compliance with the requirements
of such legislation.



 


		18.4	No Encumbrance of Assets



 


The Borrower shall
not create or permit any Encumbrance in relation to its property as well as shall not create or permit any Encumbrance in relation to
the property of any other Debtors, except for the Permitted Encumbrance.


 


		18.5	Alienation of Assets



 


		18.5.1	The Borrower shall not, and shall not allow Fastrunner Investments and
Mimons Investments to, sell, lease, or otherwise alienate any of its assets or property, except for the Permitted Alienation.



 


		18.5.2	The Parties agree that the Borrower’s granting of non-exclusive
rights to use the Software provided to third parties as part of the Borrower's Ordinary Course of Business under the terms of the license
agreement posted on the website https://www.cian.ru/help/about/oferta-natural/,
does not constitute a violation of the obligations provided for in Clause 18.5.1.



 






    46 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		18.6	Transactions



 


The Borrower shall ensure that it
and each other Debtor will enter into transactions with any parties solely on arm’s length conditions, except for


 


		18.6.1	transactions performed between the Debtors which are not the
Borrower;



 


		18.6.2	transactions performed between the Borrower and other Debtors,
provided:



 


		(A)	the price of the transaction under which the Borrower is a debtor (in the meaning of article 307 of the
Civil Code of the Russian Federation) is not excessive in comparison with the market price;



 


		(B)	the price of the transaction under which the Borrower is a debtor (in the meaning of article 307 of the
Civil Code of the Russian Federation) is not underestimated in comparison with the market price; and



 


		18.6.3	transactions based on a prior written consent of the Credit Manager acting in accordance with the Consent
of the Majority of Creditors.



 


		18.7	Issue of Loans and Suretyships



 


		18.7.1	The Borrower shall not, and shall not allow any other Debtor to, have any rights and duties of a creditor
in relation to any Financial Indebtedness, except for the Permitted Loans.



 


		18.7.2	The Borrower shall not, and shall not allow any other Debtors to, act as a guarantor or a surety in relation
to the obligations of any person, except for the Permitted Suretyships.



 


		18.8	Financial Indebtedness



 


The Borrower shall not, and shall
not allow any other Debtor to, make any transactions, in which the Borrower or any other Debtor incurs Financial Indebtedness, and shall
not permit outstanding Financial Indebtedness, except for the Permitted Financial Indebtedness.


 


		18.9	No Reorganization or Decrease in the Authorized Capital



 


The Borrower shall not, and shall
not allow any other Debtor to, reorganize or decrease the authorized capital without a prior written consent of the Credit Manager acting
under the Consent of the Majority of Creditors.


 


		18.10	Pari Passu Ranking of Claims



 


The Borrower shall ensure that at
any time any claims of any Finance Party against the Borrower under the Finance Documents are ranked at least pari passu as the claims
of all other unsecured and unsubordinated creditors of the Borrower, except for the claims of the creditors, which priority is established
by the legislation.


 


		18.11	No Amendments



 


		18.11.1	The Borrower shall not amend without preliminary written consent of the Credit Manager, and shall not
allow other Debtors to amend without preliminary written consent of the Credit Manager:



 


		(A)	Transaction Documents;
	 	 	 
	 	(B)	Their constituent documents, if such amendments relate to:



 


		(1)	Legal form;



 


		(2)	Issue (placement) of shares;



 


		(3)	Amount of the charter (share) capital;



 






    47 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		(4)	Procedure for the election of the General Director and (or) another
person authorised to act on behalf of the company, and (or) procedure for transfer of the powers of the sole executive body of the managing
company and (or) the manager;



 


		(5)	Structure and competence of the managing bodies and procedure for adoption
of their decisions (including procedure and (or) necessity to adopt decisions in respect of major transactions and related party transactions);



 


		(6)	Procedure and consequences of withdrawal of a member from the company;



 


		(7)	Transfer (alienation) of participatory interests (shares), as well as
restriction or setting conditions in respect of such transfer (alienation);



 


		(8)	The volume of rights and obligations granted to the members (shareholders),
as well as transfer of such rights and obligations; and (or) 



 


		(9)	Pledge of participatory interests (shares) and establishing another
encumbrance in respect of participatory interests (shares);



 


except for amendments to be made
in accordance with the applicable legislation.


 


		18.11.2	Without a prior written consent of the Credit Manager acting under the Consent of the Majority of Creditors,
the Borrower shall not, and shall not allow any other Debtor and shareholders (participants) of the Borrower and other Debtors to, enter
into any shareholders agreement, corporate agreement, or any other agreement for exercise of rights of shareholders (members), except
for the Shareholders’ Agreement.



 


		18.11.3	In case of receipt of a prior written consent of the Credit Manager to enter into the agreement specified
in Clause 18.11.2, the Borrower shall provide the Credit Manager with a copy of such agreement immediately after entering into it.



 


		18.12	Payments to the Shareholders



 


		18.12.1	Except for the Permitted Payments, the Borrower shall not, and shall not allow any other Debtor to:



 


		(A)	Declare, make or pay any dividends, charges, fees or any other distributions (or interest on any unpaid
dividends, charges, fees or any other distributions) (whether in cash or in kind) in relation to its authorized capital (or any class
of shares in its authorized capital);



 


		(B)	Repay or distribute any dividends or share premiums;



 


		(C)	Pay any management, consulting, or any other commission fee to shareholders (members) of the relevant
Debtor;



 


		(D)	Redeem, acquire, cancel, write off, or repay shares (authorized capital) of the relevant Debtor or make
a decision thereon; and



 


		(E)	Distribute any provision for dividend payment or any other similar payments.



 


		18.12.2	Except for the Permitted Payments, the Borrower shall not, and shall not allow any other Debtor to, make any payments under any Shareholders
Loan Agreement.



 



    48 


     


    




 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


	18.13	Taxation



 


The Borrower shall ensure on its behalf,
as well as on behalf of each other Debtor, the timey and due payment of all Taxes and other mandatory payments to the budget and (or)
extra-budget funds, collected from the respective Debtor and in respect of its property (assets), within the prescribed time limits, without
imposing fines or penalties, except for the cases when:


 


		18.13.1.	the amount of indebtedness of this Debtor, together with the indebtedness of all Debtors in respect of
the Taxes and other mandatory payments to the budget and (or) extra-budget funds does not exceed 20,000,000 Russian rubles (or its Equivalent
in any other currency); or



 


		18.13.2.	the following conditions are met in respect of the amount of indebtedness:



 


		(A)	the payment is challenged in good faith, according to the procedure provided for by the law;



 


		(B)	adequate reserves are established for such challenged indebtedness; and



 


		(C)	the legislation stipulates a period in respect of such payment, during which it is allowed not to make
such payment, and such period has not expired.



 


	18.14	Change in Nature of the Business Activities



 


The Borrower shall not, and shall
ensure that any other Debtor will not, make any material changes in the main lines of its business activities as compared to the business
activities carried out as at the Signing Date.


 


	18.15	Net Assets



 


The Borrower shall ensure that, as
at the end of each financial half-year during the term of this Agreement, the Borrower’s net assets determined based on the financial
statements under RAS are positive.


 


	18.16	Insurance



 


The Borrower shall, and shall ensure
that any other Debtor will, insure property and liability of the relevant Debtor to the extent and against such risks as is provided for
by the applicable legislation.


 


	18.17	Opening of Accounts



 


The Borrower shall
refrain from opening new accounts, except for the accounts with the Original Creditors, without a prior written consent of the Credit
Manager.


 


	18.18	Right of Access



 


		18.18.1	Upon the reasonable request of the Credit Manager, the Borrower shall, and shall ensure that any other
Debtor will, provide the Credit Manager and (or) its auditors or other professional consultants with a free access to the premises, assets,
and primary accounting and tax accounting documents (in hard copy or in electronic form) of the Borrower and any other Debtor.



 


		18.18.2	The Borrower shall, upon the request of the Credit Manager or any Creditor (based on the applicable legislation
and (or) the requirements of the Bank of Russia) and (or) the representatives (employees) of the Bank of Russia, and shall ensure that
the Pledgers will:



 


		(A)	Take all actions necessary for the representatives (employees) of the Bank of Russia to familiarize themselves
with the activities of the Borrower and any other Pledger on site, including providing the representatives (employees) of the Bank of
Russia with a free access to the premises and assets of the Borrower and any other Pledger and to the documents in relation to the activities
of the Borrower and any other Pledger; and



 






    49 


     


    

 


*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		(B)	Provide the Credit Manager, the relevant Creditor, and the representatives (employees) of the Bank of
Russia with any documents and information requested by them (including those requested by the Bank of Russia from the Creditor) and take
any other actions based on the requirements of the Bank of Russia (including those necessary for inspection by the representatives (employees)
of the Bank of Russia of the pledged item under the Pledge Agreements at the place of its storage (location)).



 


		18.18.3	If it is practicable and permitted by the applicable legislation, the
Credit Manager shall send to the Borrower a notice on the receipt of the claim of the Bank of Russia on examination of the subject of
the pledge under the Pledge Agreements and familiarization with the activities of the Borrower and other Pledgers directly on-site.



 


	18.19	Additional General Obligations



 


		18.19.1	The Borrower shall ensure that all actions are timely taken and all documents (including on assignment
under condition, transfer, pledge, as well as notices, directives, and instructions) specified by the Pledge Manager and drawn up in the
form reasonably required by the Pledge Manager, taking into account the interests of the Pledge Manager and the Creditors, are executed
in order to:



 


		(A)	Execute the Encumbrance, which occurs by virtue of the Pledge Agreements, certified or implied by them
(including executing the pledge, assignment, or any other Encumbrance in relation to the assets or a part thereof that are subject matter
of the Pledge Agreements) to ensure exercise of rights, powers, and remedies of the Pledge Manager and the Finance Parties as provided
for by, or in accordance with, law or the Finance Documents;



 


		(B)	In case of loss of the property that is the subject matter of the Pledge Agreements, provide the Pledge
Manager and the Finance Parties with the security, which subject matter is its property and assets, regardless of their location (country),
which is equivalent or similar to the security to be provided under the Pledge Agreements; or



 


		(C)	Facilitate sale of property (assets) items that are the subject matter of the security pursuant to the
Pledge Agreements or specified as their subject matter.



 


		18.19.2	The Borrower shall ensure that all necessary actions are taken within the powers granted (including submitting
the documents and performing registration) for establishment, final execution, protection and continued validity of the security created
in accordance with the Security Agreements, which is provided to the Pledge Manager and the Finance Parties in accordance with the Finance
Documents or expected to be provided to them under the Finance Documents.



 


		18.19.3	The Borrower shall, at its own expense, take any actions and sign any documents that may be requested
by the Finance Party for exercising and protecting its rights provided for by the Finance Documents.



 


	18.20	Subsequent Conditions



 


The Borrower shall
ensure that documents and information specified in Annex 10 (Subsequent Conditions) are provided to the Credit Manager within
the time specified in it.


 






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*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


	19.	EVENTS OF DEFAULT



 


	19.1	Events of Default



 


		19.1.1	Each case, event, or circumstance described in this Article 19 (except for this Article 19.1 and Article 19.16 (Acceleration))
shall be an Event of Default.



 


	19.2	Non-Payment



 


Non-payment by the Debtor of any amount
payable under the Finance Documents when due in such place and in such currency, in which its payment is provided for, except where the
following conditions are met:


 


		19.2.1	Such non-payment is caused by any technical or administrative error or by the Technical Deficiency; and



 


		19.2.2	Payment is made within five days of the established payment date.



 


	19.3	Violation of Financial Indicators and Any Other Violations



 


		19.3.1	Non-compliance by the Borrower with any obligation stipulated by Article 17.2 (Financial Indicators).



 


		19.3.2	Non-compliance by the Borrower with any obligation stipulated by Article 3 (Purpose).



 


		19.3.3	Non-compliance by the Borrower with any obligation stipulated by Clause 18.12.2.



 


		19.3.4	Non-compliance by the Borrower with any obligation stipulated by Article 18.13. (Taxation), Event
of Default in accordance with this Clause 19.3.4. shall not be deemed to occur if such non-compliance can be remedied and is remedied
within 30 days after the earliest of the following two dates: (1) date of sending by the Credit Manager of a notice to the Borrower and
(if applicable) to another Debtor on such non-compliance, or (2) the date when the Borrower or (if applicable) another Debtor became aware
of such non-compliance.



 


	19.4	Other Obligations



 


		19.4.1	Non-compliance by the Debtor of any provision of the Finance Document in accordance with the terms and
conditions of the Finance Documents (except for those specified in Article 19.2 (Non-Payment) and in Article 19.3 (Violation
of Financial Indicators and Any Other Violations)).



 


		19.4.2	The Event of Default in accordance with Clause 19.4.1 shall not be deemed to have occurred if such non-compliance
may be cured and is cured:



 


		(A)	In relation to the obligations provided for by Article 16.1 (Financial Statements), — within
30 days from the end date of the respective period set forth in Article 16.1 (Financial Statements); or



 


		(B)	In relation to any other obligations provided for by the Finance Documents, — within 30 days after
the earliest of: (1) the date the Credit Manager sends a notice to the Borrower and (if applicable) to any other Debtor of such non-compliance,
or (2) the date, on which the Borrower or (if applicable) any other Debtor becomes aware of such non-compliance.



 


	19.5	Deceiving



 


		19.5.1	Any warranty or representation (including the Warranties and Representations) made by the Borrower or
any other Debtor in the Finance Documents or in connection with them or any documents provided by the Borrower or any other Debtor in
connection with the Finance Documents appear to be untrue, inaccurate, ineffective,
invalid, or deceiving at the time such warranty or representation is made.



 






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*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		19.5.2	Non-performance by any Debtor of the obligation to ensure that any warranty or representation made by
it in the Finance Documents or in connection with them remains true as at the respective date specified in Article 15.27 (Effective
Periods of the Representations and Warranties).



 


	19.6	Default on Obligations to Third Parties



 


		19.6.1	Any Debtor fails to pay for any Financial Indebtedness when due (or within the grace period agreed upon
in advance).



 


		19.6.2	Any Financial Indebtedness of any Debtor is declared or otherwise becomes subject to early repayment as
a result of occurrence of any Event of Default, breach of obligations, or default of any nature.



 


		19.6.3	Any creditor of any Debtor is entitled to declare any Financial Indebtedness of such Debtor being subject
to early repayment as a result of occurrence of any Event of Default, breach of obligations, or default (of any nature).



 


		19.6.4	The Event of Default in accordance with this Article 19.6 is
not deemed to have occurred if the aggregate amount of the Financial Indebtedness specified in this Article 19.6 in respect of all Debtors
does not exceed 50,000,000 rubles (or the Equivalent of this amount in another currency).



 


	19.7	Insolvency



 


Any case or event listed below occurs
to the Debtor:


 


		19.7.1	The Debtor meets the criterion for insufficient property or meets the criterion or gives reasons for taking
measures to prevent bankruptcy in accordance with the Bankruptcy Law or any other law applicable to such Debtor;



 


		19.7.2	The Debtor is unable or acknowledges its inability to perform its financial obligations;



 


		19.7.3	The Debtor’s financial standing gives reasons for taking measures to prevent bankruptcy in accordance
with the Bankruptcy Law or any other law applicable to such Debtor;



 


		19.7.4	The net assets of the Debtor registered in accordance with the legislation of the Russian Federation,
determined in accordance with Order of the Ministry of Finance of Russia No. 84н dated August 28, 2014 On Approval of the Procedure
for Determination of Net Asset Value are:



 


		(A)	As at the end of each quarter — less than zero; and



 


		(B)	As at the end of each financial year — less than the authorized capital of the said Debtor;



 


		19.7.5	A court or a state authority declares a moratorium on any indebtedness of the Debtor; or



 


		19.7.6	The Debtor meets any other bankruptcy criterion set forth by the Bankruptcy Law or any other law applicable
to the Debtor.



 


	19.8	Procedures of Insolvency



 


Performance of one of the following actions
with respect to the Debtor:


 


		19.8.1	Carrying out of financial rehabilitation and other measures to prevent bankruptcy;



 


		19.8.2	Initiation of a liquidation or bankruptcy procedure or appointment of a liquidation commission or similar
body or official;



 


		19.8.3	Submission to a court of the Debtor's application to recognize the Debtor as bankrupt or to liquidate
it (or any other similar procedure) or rendering by the court of a ruling on acceptance of such application;



 






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*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		19.8.4	Submission to a court of an application of any creditor of the Debtor to recognize the Debtor as bankrupt
or to liquidate the Debtor (or to apply any other similar procedure), except for
the cases when then court, within 30 days from the date of rendering a ruling on acceptance of the said application (the “Period
of Application Examination”), renders a ruling to dismiss introduction of supervision and to dismiss the application without
hearing on the merits, the ruling to dismiss introduction of supervision and terminate the proceedings in the bankruptcy case, the ruling
to remit the application, the ruling to terminate the bankruptcy case, the judgement to refuse to declare bankrupt or any other analogous
judicial act which will result in termination of the proceedings in the bankruptcy case or dismissal to initiate such proceedings, and
the Event of Default specified in this Clause 19.8.4. shall be deemed to occur on the earliest of the following dates:



 


		(A)	Date of rendering by the court of a ruling on recognising the applicant’s
claims as grounded and introduction of supervision or introduction of another bankruptcy procedure or the date of rendering another analogous
judicial act; or



 


		(B)	The date of termination of the Period of Application Examination.



 


		19.8.5	Introduction of supervision, receivership, financial rehabilitation, bankruptcy management or reorganization
(or any other similar procedure);



 


		19.8.6	Appointment of liquidator, temporary manager, administrator, bankruptcy manager or any other person performing
similar functions;



 


		19.8.7	Convening or announcement of an intent to convene a meeting of creditors to consider a settlement agreement
in the framework of the bankruptcy procedure of the Debtor;



 


		19.8.8	Convening of a meeting of shareholders, directors or other officials of the Debtor incorporated in the
Republic of Cyprus in order to consider a decision on (i) liquidation (in any form), reorganization, supervision, receivership or
administrative management in relation to the Debtor or on appointment of a liquidator, administrative manager, administrator, manager
or any other person performing similar functions or (ii) on submission of application or any documents to court or Department of Registrar
of Companies in Cyprus (as relevant) in relation to the above-mentioned actions or making by shareholders, directors or any other officials
of a relevant decision;



 


		19.8.9	Initiating of any other bankruptcy procedure set forth by the Bankruptcy Law or any other law applicable
to such Debtor;



 


		19.8.10	Sending by the Borrower of a notice on reorganization (including in the form of merger, acquisition, combination,
spin-off, split-up), liquidation or decrease of the authorized capital of the Debtor, except for a cases of availability of a prior written
consent of the Credit Manager acting under the Consent of the Majority of Creditors; and



 


		19.8.11	Levying of execution on any property of the Debtor.



 


	19.9	Forcible Withdrawal or Restriction on Disposal of Property



 


Seizure, confiscation, nationalization,
requisition, levying of execution or any other forcible withdrawal or restriction on disposal in relation to the Debtor's property, which
cost is equal to or exceeds fifteen per cent of the balance value of assets in accordance with the latest financial statement, which is
not terminated and is not cancelled within ten days.


 






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*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


	19.10	Repudiation of or Termination of the Agreements



 


The Debtor takes actions aimed at
challenging the validity or proper approval, challenging of conclusion or termination of any Finance Document.


 


	19.11	Unlawfulness and Invalidity



 


		19.11.1	Taking into consideration the Legal Reservations, performance by the Debtor of any of its obligations
under the Finance Documents ceases to comply with the legislation.



 


		19.11.2	Taking into consideration the Legal Reservations, any obligation of the Debtor under any Finance Document
is not or ceases to be valid and legally enforceable.



 


		19.11.3	Any Finance Document is non-concluded in accordance with law applicable to such Finance Document.



 


	19.12	Cessation of Business



 


The Debtor suspends or terminates
(or warns about suspension or termination)


 


		19.12.1.	all its business activity; or



 


		19.12.2.	substantial part of its business activity, if such suspending or termination results in or can result
in the Material Adverse Effect.



 


	19.13	Court and Administrative Proceedings and Decisions



 


		19.13.1	Initiation of any court, administrative, commercial court or arbitration proceedings:



 


		(A)	With regard to the Finance Documents or transactions stipulated by the Finance Documents; or



 


		(B)	In relation to the Debtor or its assets, if the total amount of all claims in all proceedings exceeds
50,000,000 Russian rubles (or its Equivalent in other currency (currencies)).



 


		19.13.2	The Debtor does not perform or does not pay:



 


		(A)	If the period is stipulated by the law or any judgement – within
the respective period; or



 


		(B)	If the respective periods are not stipulated by the law or any judgement - immediately



 


any amount payable
by it based on any final and non-appealable court or arbitration decision rendered or awarded by any competent court or arbitration court,
if the amount payable by any Debtor in the aggregate with the amounts payable by other Debtors in accordance with the said judgements,
exceeds 50,000,000 Russian rubles (or its Equivalent in other currency (currencies)).


 


	19.14	Material Adverse Effect



 


Occurrence of any event or circumstance,
which, in a reasonable opinion of the Majority of Creditors, has or reasonably likely may have the Material Adverse Effect.


 


	19.15	Ownership Structure Chart



 


		19.15.1	Any change in the structure of direct or indirect ownership of participatory interests in the authorized
capital of any Debtor and (or) issued ordinary shares of any Debtor as compared to the Ownership Structure Chart.



 


		19.15.2	The Event of Default in accordance with Clause 19.15.1. shall not be deemed occurred, if due to a changes
in the structure of a direct or indirect ownership of participatory interests in the authorized capital of the said Debtor and (or) issued
ordinary shares of the said Debtor, the owners of the said participatory interests and (or) shares together lose the right of a direct
or indirect ownership in respect of the participatory interests and (or) shares amounting in the aggregate to no more than 20 per cent
of the authorized capital of the said Debtor and (or) of the total number of issued ordinary shares of the said Debtor as compared to
the Ownership Structure Chart.



 






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*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


	19.16	Acceleration



 


In case of occurrence
of any Event of Default and at any moment upon occurrence of any Event of Default, which continues, the Creditors (subject to obtaining
of the Consent of the Majority of Creditors) are entitled:


 


		19.16.1	Not to provide monetary funds to the Borrower under this Agreement; and (or)



 


		19.16.2	To require the Borrower and (or) the Guarantor (as relevant) to perform immediate early repayment of the
Outstanding Credit or any part of it, including accrued interest, commission fees, remuneration and any other amounts due and payable
to the Finance Parties under the Finance Documents (and the Borrower shall immediately perform early repayment and pay all such amounts
as well as ensure performance of the relevant obligations of each Guarantor); and (or)



 


		19.16.3	Reserve the right to require the Borrower and (or) the Guarantor (as relevant) to perform immediate early
repayment of the Outstanding Credit or any part of it, including accrued interest, commission fees, remuneration and any other amounts
due and payable to the Finance Parties under the Finance Documents at any moment; and (or)



 


		19.16.4	Reserve the right to levy execution on the property being a pledged item under the Security Agreements



 


The relevant rights shall be exercised
through sending by the Credit Manager (as instructed by the Majority of Creditors) of a notice to the Borrower and other Debtors (as relevant).
Any consequences stipulated by such a notice shall enter into force immediately upon sending of such a notice.


 


	20.	CREDIT SECURITY



 


	20.1	Pledge Agreements



 


Each Creditor confirms
hereby that it knows the content of each Pledge Agreement and approves its signing by the Pledge Manager.


 


	20.2	Status of the Creditors and Appointment of the Pledge Manager



 


		20.2.1	The Parties acknowledge and agree hereby that all Creditors, Credit Manager and Pledge Manager, also being
the Creditor, have shared claims against the Borrower, and, in accordance with Article 3351 of the Civil Code, they are joint
and several co-pledgees under the Pledge Agreements having rights of equal seniority.



 


		20.2.2	Pursuant to Article 356 of the Civil Code, each Creditor (excluding the Creditor which acts as the Pledge
Manager) and the Credit Manager hereby entrust the Pledge Manager to:



 


		(A)	Conclude in the name and on behalf of the Finance Parties the Pledge Agreements with the Pledgers (including
amendments to such Pledge Agreements stipulated by this Agreement or approved with the Consent of the Majority of Creditors or Consent
of all Creditors in the cases stipulated by Article 26 (Amendment of Finance Documents));



 






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*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		(B)	Sign all documents required to perform registration of the relevant Pledge Agreements, encumbrances arising
out of the relevant Pledge Agreements, assignment of rights under the relevant Pledge Agreements, sending of messages to a notary as well
as notices about occurrence of a pledge, notices about changes in a pledge, notices about exclusion of information about a pledge (excluding
the actions which in accordance with the applicable legislation or Finance Documents shall be taken by the Borrower and (or) Pledger);
and



 


		(C)	Exercise all rights and duties of a pledgee under such Pledge Agreements.



 


For the avoidance
of doubt, the Parties acknowledge that this Agreement (in its relevant part) is, among other things, the pledge management agreement.
The Parties agree that the Creditor may perform functions of the Pledge Manager.


 


		20.2.3	The Parties acknowledge and agree that, when concluding the Pledge Agreements on behalf of the Finance
Parties and exercising rights and duties of a pledgee under the Pledge Agreements, the Pledge Manager shall exercise rights of a pledgee
only in the interests of all Finance Parties being such Finance Parties at any time, until full performance by the Debtors of their obligations
under the Finance Documents as set forth in this Agreement. Assignment of rights by the Existing Creditor (within the context of Article
21.2 (Assignment of Rights and Transfer of Obligations by the Creditors)) to the New Creditor shall not affect the rights and obligations
of the Pledge Manager and Creditors stipulated by this Agreement.



 


		20.2.4	The Creditors undertake hereby not to exercise independently their rights and duties as pledgees, including
not to lay any claims against the Debtors and not to levy execution upon assets and property of the Pledgers, excluding cases of termination
of this pledge management agreement in accordance with clause 5 of Article 356 of the Civil Code. At the same time, the Creditors and
the Borrower agree to take upon request of the Pledge Manager any necessary actions (including participation in court sessions as co-claimants)
and sign and issue to the Pledge Manager any necessary documents, including powers of attorney, which, in a reasonable opinion of the
Pledge Manager, are required by the legislation and (or) a court to exercise rights and perform obligations of the Pledge Manager stipulated
by the Finance Documents.



 


		20.2.5	Exercising by the Pledge Manager of rights and duties of a pledgee under the Pledge Agreement shall not
prevent the Pledge Manager from performing any banking transactions with the Debtors, including maintaining of banking accounts, provision
of credits and attraction of deposits. If the Pledge Manager is also the Creditor under this Agreement, then it has the same rights and
obligations under the Finance Documents as any other Creditor and may exercise these rights and perform obligations as if it were not
the Pledge Manager.



 


		20.2.6	The Pledge Manager shall not be liable to the Creditors for its acts (or omission) if it acts (or refrains
from acts) in accordance with the Consent of the Majority of Creditors or all Creditors.



 


		20.2.7	The Pledge Manager shall be liable to the Parties (excluding the Creditor which acts as the Pledge Manager)
only for direct losses, proven in a court of law, which were caused by the Pledge Manager intentionally or as a result of gross negligence.



 


		20.2.8	The Creditors (except for the Creditor performing the Pledge Manager’s functions) and the Pledge
Manager do hereby confirm that the Pledge Manager performs its functions without
and regardless of issuing a power of attorney to it.



 






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*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


	20.3	Rights and Duties of the Pledge Manager



 


		20.3.1	The Pledge Manager shall:



 


		(A)	Conclude as a pledgee in the name and on behalf of the Finance Parties the Pledge Agreements, including
amendments to such Pledge Agreements, stipulated by this Agreement or approved with the Consent of the Majority of Creditors or Consent
of all Creditors in the cases stipulated by Article 26 (Amendment of Finance Documents)) with the Pledgers; and



 


		(B)	Exercise all rights and duties of a pledgee under the Pledge Agreements in accordance with the terms and
conditions of the Finance Documents.



 


In particular (but
not limited to this), the Pledge Manager shall take all necessary measures to perform registration of the relevant Pledge Agreements,
encumbrances arising out of the relevant Pledge Agreements, assignment of rights under the relevant Pledge Agreements, sending of messages
to a notary as well as notices about occurrence of a pledge, notices about changes in a pledge, notices about exclusion of information
about a pledge (excluding the actions which in accordance with the applicable legislation or Finance Documents shall be taken by the Borrower
and (or) the relevant Pledger) within the time-limits specified in the relevant Finance Document.


 


		20.3.2	Immediately upon acquiring by any Creditor, other than the Original Creditors, of any rights or obligations
under the Finance Documents in accordance with the provisions of Article 21.2 (Assignment of Rights and Transfer of Obligations by
the Creditors), the Pledge Manager shall take any actions necessary to perform registration of the pledge management agreement contained
in this Agreement and (or) sending to a notary of a notice about conclusion of the pledge management agreement contained in this Agreement
as well as take any other actions necessary to register the Finance Parties as joint and several co-pledgees under the Pledge Agreements.



 


		20.3.3	The Pledge Manager may at its own discretion exercise any rights of a pledgee stipulated by the Pledge
Agreements, excluding a right to levy execution upon the property being a pledged item under the Pledge Agreements, which may be sold
only subject to the Consent of the Majority of Creditors, which should specify judicial or non-judicial levying of execution as well as
determine a method for sale of the pledged item.



 


		20.3.4	The Pledge Manager levies execution upon the pledged item according to the procedure provided for in the
relevant Pledge Agreement and at the same time:



 


		(A)	Property received by the Pledge Manager in the interests of the Finance Parties as a result of levy of
execution upon a pledged item under the Pledge Agreements as well as any payments of insurance indemnity in relation to the property pledged
under the Pledge Agreements shall come into the shared ownership of the Finance Parties pro rata to sizes of their claims secured by pledge
and between the Creditors — according to the Pro Rata Share of each Creditor; and



 


		(B)	If, despite the provisions of Clause 20.3.4(A), the property received by the Pledge Manager in the interests
of the Finance Parties as a result of levy of execution upon the pledged item under the Pledge Agreements comes into the ownership of
the Pledge Manager, then the Pledge Manager undertakes to act in accordance with instructions of the Majority of Creditors subject to
the relevant Consent in order to sale (alienate) the said property and distribute the received
funds between the Finance Parties pro rata to the amount of their claims secured by pledge, and between the Creditors, in accordance with
the Pro Rata Share of each Creditor (unless specified otherwise in the Consent of the Majority of Creditors).



 






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*** Certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful
if publicly disclosed.***


 


		20.3.5	The Monetary Funds received by the Pledge Manager as a result of levy of execution upon property being
the pledged item under the Pledge Agreements as well as any payments of insurance indemnity in relation to the property pledged under
the Pledge Agreements and (or) as a result of its subsequent sale pursuant to Articles 20.3.3 and 20.3.4 and the monetary funds remaining
after compensation of expenses of the Pledge Manager to levy of execution and payment of any other mandatory payments shall be credited
to the Account of the Pledge Manager and then shall be distributed by the Pledge Manager between the Finance Parties pro rata to sizes
of their claims secured by pledge and between the Creditors — according to the Pro Rata Share of each Creditor.



 


	20.4	Replacement of the Pledge Manager



 


		20.4.1	The Creditors may, and in case of presence of signs of bankruptcy in relation to Pledge Manager or availability
of petition at the court to declare the Pledge Manager bankrupt or availability of an application for liquidation of the Pledge Manager,
revocation of a banking licence of the Pledge Manager, the Creditors undertake to terminate subject to the Consent of the Majority of
Creditors powers of the Pledge Manager since the date specified in the relevant Consent of the Majority of Creditors and to determine
a candidature of a new pledge manager from among the Creditors (excluding the Creditor exercising functions of the Pledge Manager as at
the date of making of the relevant decision by the Creditors) (hereinafter referred to as the “New Pledge Manager”).
Each Creditor and Borrower hereby gives its consent to replacement of the Pledge Manager with the New Pledge Manager in accordance with
the provisions of this Article 20.4 (Replacement of the Pledge Manager).



 


		20.4.2	The Pledge Manager may unilaterally refuse to perform powers of a pledge manager subject to notification
by the Pledge Manager of each Creditor and Credit Manager at least 30 days prior to the anticipated date of termination of powers of the
Pledge Manager. The Creditors undertake by the Consent of Majority of Creditors to determine a candidature of the New Pledge Manager on
or before the anticipated date of termination of powers of the Pledge Manager.



 


		20.4.3	The Creditors shall ensure that the New Pledge Manager started to perform its duties of a pledge manager
specified in Article 20.3 (Rights and Duties of the Pledge Manager) since the date of termination of powers of the Pledge Manager.
The Pledge Manager shall at its own cost sign and transfer any documents possessed by the Pledge Manager, which the New Pledge Manager
may reasonably request for the purposes of performing its functions as the Pledge Manager under the Pledge Agreements.



 


		20.4.4	The Parties agree that the New Pledge Manager will become a party of this Agreement as a pledge manager
upon the date of signing of an agreement on making amendments to this Agreement and, in the cases stipulated by the applicable laws, to
the Pledge Agreements, unless such agreement provides for any other date. Upon occurrence of the relevant date, any mention of the Pledge
Manager in this Agreement will relate to the New Pledge Manager. For the avoidance of doubt, appointment of the New Pledge Manager in
accordance with this Agreement shall not be a termination of the pledge management agreement within the context of Clause 20.2.4.



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		20.4.5	Since the date of appointment of the New Pledge Manager, the New Pledge Manager shall ensure opening of
a new nominal account in favour of the Finance Parties as beneficiaries of such account and notify the Borrower and Finance Parties about
replacement of the Account of the Pledge Manager.



 


		20.4.6	The Parties agree that the provisions of this Agreement related to the rights and duties of the Pledge
Manager may be changed by an additional agreement to be concluded between the Borrower, Credit Manager, Pledge Manager and Creditors (except
for the Creditor which performs functions of the Pledge Manager). A content of such additional agreement shall be approved before its
conclusion by the Consent of the Majority of Creditors, which may stipulate a right of a single Creditor to conclude such agreement with
the Pledge Manager on behalf of and in the interests of all Creditors (except for the Creditor which performs functions of the Pledge
Manager). The Creditors shall provide necessary documents and powers of attorney to ensure conclusion of a single Creditor of such additional
agreement on behalf of all Creditors (except for the Creditor which performs functions of the Pledge Manager).



 


	21.	REPLACEMENT OF THE PARTIES



 


	21.1	Assignment by the Debtors



 


The Borrower is not entitled to assign
its rights or transfer its obligations under the Finance Documents without a prior written consent of all Creditors and the Borrower shall
ensure that other Debtors do not assign their rights and do not transfer their obligations under the Finance Documents without a prior
written consent of all Creditors.


 


	21.2	Assignment of Rights and Transfer of Obligations by the Creditors



 


		21.2.1	Subject to the provisions of this Article 21.2 (Assignment of Rights and Transfer of Obligations by
the Creditors) as well as subject to compliance with the provisions of Article 16.7 (Checking of the “Client Data”)
and the provisions of clause 7 of Article 8 of the Syndicated Credit Law, the Creditor (hereinafter referred to as the “Existing
Creditor”) may at any time:



 


		(A)	Without the prior consent of the Borrower:



 


		(1)	Fully or partially assign its rights (including any rights to take any unilateral actions under the Finance
Documents) under the Finance Documents to the Central Bank of the Russian Federation with a possibility of their further transfer or assignment
by the Central Bank of the Russian Federation in full or in part to any person without any restrictions;



 


		(2)	Fully or partially assign its rights (including any rights to take any unilateral actions under the Finance
Documents) and (or) transfer obligations under the Finance Documents to the Affiliate of the said Creditor which meets the criteria specified
in clause 3 of Article 2 of the Syndicated Credit Law; and



 


		(3)	In case of the Event of Default — fully or partially assign its rights (including any rights to
take any unilateral actions under the Finance Documents) and (or) transfer obligations under the Finance Documents to any other bank,
any other credit or financial institution, fund or any third party specified in clause 3 of Article 2 of the Syndicated Credit Law. The
provisions of this clause (3) shall not cover assignment and (or) transfer of obligations to the Central Bank of the Russian Federation
or any Affiliate of the said Creditor.



 


		(B)	Subject to a prior consent of the Borrower and in case of absence of the Event of Default — fully
or partially assign its rights (including any rights to take any unilateral actions under
the Finance Documents) and (or) transfer obligations under the Finance Documents to any other bank, any other credit or financial institution,
fund or any third party specified in clause 3 of Article 2 of the Syndicated Credit Law. The provisions of this clause (B) shall not cover
assignment and (or) transfer of obligations to the Central Bank of the Russian Federation or any Affiliate of the said Creditor,



 






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(ii) would be competitively harmful if publicly disclosed.***


 


(hereinafter each
person, to which the rights and obligations under the Finance Documents are assigned and (or) transferred in full or in part, is referred
to as the “New Creditor”).


 


		21.2.2	For the purposes of Article 388 of the Civil Code, the Borrower hereby confirms that a personality of
the Creditors has no substantial significance for it.



 


		21.2.3	In case of assignment by the Existing Creditor of its rights and transfer of its obligations to the New
Creditor in accordance with this Agreement, the Borrower and each Creditor hereby give its prior consent to a simultaneous transfer to
the New Creditor of the relevant obligations of the Existing Creditor (debt transfer), if any.



 


		21.2.4	For the purposes of clause 7 of Article 8 of the Syndicated Credit Law, the Parties agree that if the
Creditor, which is at the same time the Credit Manager, assigns its rights and (or) transfers its obligations as the Creditor under the
Finance Documents, the Credit Manager shall keep its powers in accordance with this Agreement, until termination of its powers in accordance
with the terms and conditions of this Agreement.



 


		21.2.5	Each Creditor may also pledge all or part of its rights under this Agreement to any person, to which assignment
of the Creditor’s rights is allowed under this Agreement.



 


		21.2.6	Each Creditor may without any limitations pledge all or part of its rights to claim under this Agreement
with regard to the Outstanding Credit to the Central Bank of the Russian Federation (represented by its territorial subdivisions). In
case of levy of execution by the Central Bank of the Russian Federation (represented by its territorial subdivisions) upon such pledged
rights to claim of the Creditor under this Agreement, the relevant rights to claim may be freely transferred or assigned in full or in
part to any person without any restrictions.



 


	21.3	Procedure for Assignment of Rights and Transfer of Obligations



 


		21.3.1	Assignment of rights and (or) transfer of debt shall be performed through signing of the Creditor Rights
Assignment Agreement between the Existing Creditor, New Creditor and Credit Manager.



 


		21.3.2	On the date of signing of the Creditor Rights Assignment Agreement or on any other date specified in the
Creditor Rights Assignment Agreement:



 


		(A)	The Existing Creditor assigns to the New Creditor the Existing Creditor's rights to the extent stipulated
by the Creditor Rights Assignment Agreement;



 


		(B)	The New Creditor assumes the Existing Creditor's obligations transferred to it to the extent stipulated
by the Creditor Rights Assignment Agreement;



 


		(C)	The Existing Creditor shall be released from its obligations to the extent, to which those obligations
are assumed by the New Creditor;



 


		(D)	The New Creditor becomes the Creditor under this Agreement and will be bound by the terms and conditions
of this Agreement as the Creditor, it confirms, among other things, appointment of the Pledge Manager as a pledge manager in accordance
with Article 20.2 (Status of the Creditors and Appointment of the Pledge Manager); and



 






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(ii) would be competitively harmful if publicly disclosed.***


 


		(E)	The Credit Manager:



 


		(1)	Makes any necessary amendments to the register of all Parties, which the Credit Manager maintain subject
to Clause 22.4.1(K); and



 


		(2)	Sends to the Pledge Manager (if the functions of the Credit Manager and Pledge Manager are performed by
different persons) a notice about assignment of rights and (or) transfer of debt.



 


		21.3.3	Since the date of signing of any Creditor Rights Assignment Agreement or since any other date specified
in the Creditor Rights Assignment Agreement, a reference in this Agreement to the Creditor includes any New Creditor.



 


		21.3.4	The Credit Manager shall, not later than the signing date of the Creditor Rights Assignment Agreement
or another date specified in the Creditor Rights Assignment Agreement, inform the Borrower and other Debtors of the assignment of rights
under this Agreement and shall immediately after the signing of the Creditor Rights Assignment Agreement transfer to the Borrower and
each Debtor a signed copy of the Creditor Rights Assignment Agreement.



 


	21.4	Payment of Interest in Case of Assignment



 


Unless otherwise
provided for by the Creditor Rights Assignment Agreement:


 


		21.4.1	Interest on the Outstanding Credit, forfeit and commission fees in the amount corresponding to the Pro
Rata Share of the Existing Creditor and accrued prior to the date of signing of the Creditor Rights Assignment Agreement or any other
date specified in the Creditor Rights Assignment Agreement (including such date) and received from the Borrower (hereinafter referred
to as the “Accrued Amounts”) as well as any other payments specified in the Creditor Rights Assignment Agreement shall
be paid by the Credit Manager to the Existing Creditor on the Interest Payment Date which immediately follows the date of signing of the
Creditor Rights Assignment Agreement or any other date specified in the Creditor Rights Assignment Agreement;



 


		21.4.2	The rights assigned by the Existing Creditor to the New Creditor will not include the right to claim the
Accrued Amounts; and



 


		21.4.3	The New Creditor will receive the amount of interest accrued on the Outstanding Credit in the amount corresponding
to the Pro Rata Share of the New Creditor for the part of the Interest Period which follows the date of signing of the Creditor Rights
Assignment Agreement or any other date specified in the Creditor Rights Assignment Agreement (excluding the signing date) and ends on
the date of expiry of the relevant Interest Period.



 


	21.5	Limitation of Responsibility of the Existing Creditors



 


None of the Existing Creditors provides
to the New Creditor any representations and assumes any obligations towards the New Creditor with regard to:


 


		21.5.1	Financial position of the Borrower and any other Debtor;



 


		21.5.2	Compliance or performance by the Borrower and any other Debtor of its obligations under the Finance Documents
or any other documents; or



 


		21.5.3	Accuracy of any information contained in any Finance Document.



 


Each New Creditor confirms to
the Existing Creditor, other Finance Parties and the Borrower that it reviewed all Finance Documents, conducted (and will continue
to conduct) its own independent study on and assessment of financial condition of the Borrower and each other Debtor, and it did not
rely on any information submitted to it by the Existing Creditor while taking decision on signing the Creditor Rights Assignment
Agreement.


 






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(ii) would be competitively harmful if publicly disclosed.***


 


	22.	FINANCE PARTIES



 


	22.1	Procedure for Decision-Making by the Creditors. Consents of the Creditors



 


		22.1.1	The Creditors hereby agree that in the cases expressly stipulated by this Agreement or other Finance Documents
the Creditors may exercise their rights under this Agreement or take any actions only subject to availability of the consent of the Majority
of Creditors or all Creditors (hereinafter referred to as the “Consent”).



 


		22.1.2	A decision to provide the Consent shall be made by the Creditors through voting, the procedure for which
is stipulated by this Article 22.1. In such a case, the provision of Article 91 (Decisions of Meetings) of the Civil
Code shall not apply.



 


		22.1.3	In all cases, when the Creditors vote for the purposes of the Finance Documents, a vote of each Creditor
is equal to its Pro Rata Share.



 


		22.1.4	The Credit Manager may, upon its own initiative, or shall, upon a request by any Creditor or Borrower,
put an issue to a vote and in such a case it shall inform all Creditors (other than the Creditor being the Credit Manager) about an issue
being put to a vote (hereinafter referred to as the “Issue Put to a Vote”) through sending of a notice containing a
description of such Issue Put to a Vote and any other information, which is necessary in the Credit Manager's opinion (hereinafter referred
to as the “Notice about Putting to a Vote”). The Notice about Putting to a Vote shall specify a period for sending
to the Creditors notices containing results of voting of each Creditor with regard to the Issues Put to a Vote (hereinafter each of such
notices is referred to as the “Notice about the Creditor's Decision"). Such a period may not be less than five Business
Days, except for the cases when it follows from the circumstances of the Issues Put to a Vote that the Creditors’ votes are required
within a shorter period.



 


		22.1.5	The Notice about the Creditor's Decision shall be signed by the authorized person of the relevant Creditor
and shall contain an unambiguous answer of the Creditor with regard to the question whether such Creditor votes for or against granting
of the Consent to each of the relevant Issues Put to a Vote. The Credit Manager shall not check powers of the person having signed the
Notice about the Creditor's Decision and may presume that such person was authorized, if until the date of sending the relevant Notice
about the Creditor's Decision the relevant Creditor did not informed the Credit Manager that such a person is not an authorized representative
of the relevant Creditor.



 


		22.1.6	If any Creditor (other than the Creditor being the Credit Manager) did not sent within the period specified
in the Notice about Putting to a Vote the relevant Notice about the Creditor's Decision, the Credit Manager considers that such Creditor
voted against provision of the Consent with regard to the relevant Issues Put to a Vote.



 


		22.1.7	Upon the expiry of the period for sending the Notices about the Creditor's Decision stipulated by the
relevant Notice about Putting to a Vote, the Credit Manager shall within five Business Days determine a number of votes of the Creditors
for provision of the Consent with regard to each relevant Issue Put to a Vote and shall send to the Creditors and the Borrower a notice
of the voting results with regard to each of the Issues Put to a Vote (hereinafter referred to as the “Notice of the Voting Results”).



 






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(ii) would be competitively harmful if publicly disclosed.***


 


		22.1.8	If in accordance with the provisions of the Finance Documents, the Consent with regard to the Issue Put
to a Vote requires votes of the Majority of Creditors (but not all Creditors), the Credit Manager shall (irrespective of expiration of
the period specified in the relevant Notice about Putting to a Vote) send the Notice of the Voting Results within five Business Days upon
receipt of the Notice about the Creditor's Decision, from which follows that the Majority of Creditors voted for provision of such Consent
or that provision of such Consent was voted against by the Creditors, votes of which are sufficient to prevent provision of such Consent
by the Majority of Creditors.



 


		22.1.9	If provision of the Consent was voted for by the Creditors, votes of which, in accordance with the Finance
Documents, are sufficient to provide such Consent, such Consent shall be deemed effective upon sending by the Credit Manager of the Notice
of the Voting Results, unless any later effective date is specified in the relevant Notice of the Voting Results.



 


		22.1.10	Notices about Putting to a Vote, Notices about the Creditor's Decision and Notices of the Voting Results
shall be sent by e-mail to the e-mail addresses specified in Article 24.2 (Addresses).



 


		22.1.11	Except as otherwise expressly provided by any Finance Document, any Consents provided according to the
procedure stipulated in this Article 22.1 are mandatory for all Finance Parties.



 


		22.1.12	For the avoidance of doubt, the Creditors hereby entrust the Credit Manager and the Credit Manager agrees
to act subject to a prior consent of the Majority of Creditors or of all Creditors subject to the relevant Consent of the Majority of
Creditors or of all Creditors, in the cases when availability of such Consent is expressly provided for by this Agreement.



 


		22.1.13	The Credit Manager may refuse to take any actions based on the instructions of the Majority of Creditors
(or, as applicable, of all Creditors) until obtaining of such security, which it may require in relation to any costs, losses or liabilities
(together with any relevant VAT amount), which it may incur due to compliance with such instructions.



 


		22.1.14	For the avoidance of doubt, a consent of the Credit Manager to any actions or omissions during the process
of designating any documents as the Finance Documents, any consent of the Credit Manager within the context of Articles 15 (Warranties
and Representations), 16 (Undertakings to Provide Information), 17 (Undertakings to Comply with the Financial Indicators),
18 (General Obligations), 19 (Events of Default), 27.4 (Obligations of the Borrower) as well as agreeing upon
the form and content of the documents being submitted under this Agreement (if it is provided for that they shall be agreed upon with
the Creditors or Credit Manager or if there is a requirement that they shall be acceptable for the Creditors or Credit Manager) shall
be provided or not provided by the Credit Manager on the basis of the Consent of the Majority of Creditors (or all Creditors, in the cases
expressly stipulated by this Agreement).



 


		22.1.15	In the absence of instructions from the Majority of Creditors (or, if appropriate, from all Creditors),
the Credit Manager may act (or refrain from taking actions) as it considers to be in the interests of the Creditors.



 


		22.1.16	The Credit Manager shall be liable to the Parties (except for the Creditor performing functions of the
Credit Manager) only for direct losses, proven in a court of law, which were caused by the Credit Manager intentionally or as a result
of gross negligence.



 


		22.1.17	Provisions of this Article 22.1 do not apply to agreeing upon the form and content of the documents submitted
in accordance with Article 4.1 (Initial Requirements).



 






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Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


	22.2	Votes of the Creditors not Taken into Account when Making Decisions



 


		22.2.1	In this Article, “Related Party” means the Borrower, each other Debtor and Affiliate
of any of them and any other person, which, in the opinion of the Majority of Creditors, acts in the interests of the Borrower or any
Debtor against interests of the Creditors.



 


		22.2.2	If the Related Party:



 


		(A)	Is the Original Lender; or



 


		(B)	Concluded any agreement for participation (subparticipation) in the Credit (or any similar agreement)
with any Creditor,



 


Then when determining votes of the
Majority of Creditors or all Creditors for the purposes of making decisions and (or) provision of consents under this Agreement, a vote
and share of the Related Party (or the Creditor, with which the Related Party concluded an agreement for participation (subparticipation)
in the Credit (or any similar agreement) with regard to participation of the Related Party) shall not be taken into account.


 


		22.2.3	If the Creditor assigns its rights under this Agreement to the Related Party or concludes an agreement
for participation (subparticipation) in the Credit (or any similar agreement) with the Related Party (and the Creditor knows this), it
shall immediately inform the Credit Manager about such assignment or conclusion of an agreement for participation in the Credit (or any
similar agreement) as well as, in case of termination of such an agreement, about such termination.



 


		22.2.4	The Credit Manager shall not send the Related Party any information related to making of decisions and
(or) provision of consents of the Creditors.



 


		22.2.5	Each Creditor being a Related Party shall immediately inform the Credit Manager about its status.



 


		22.2.6	The Credit Manager is not obliged to check whether the Creditor is a Related Party or whether the Related
Party is a party to an agreement for participation (subparticipation) in the Credit (or any similar agreement) and may rely upon the relevant
notice from the Creditor (or its absence).



 


	22.3	Appointment of the Credit Manager



 


		22.3.1	The Parties agree that the Creditor may perform functions of the Credit Manager. Each Finance Party (excluding
the Creditor which performs functions of the Credit Manager) appoints hereby the Credit Manager as its attorney for the entire period
of this Agreement and entrusts it with performance of actions stipulated by the Finance Documents on behalf and at the expense of such
Finance Party.



 


		22.3.2	For the avoidance of doubt, the Parties confirm that the Creditor performing functions of the Credit Manager
has the same rights and obligations under the Finance Documents as any other Creditor and may exercise these rights, including a voting
right when providing the Consents, and perform obligations as if it were not the Credit Manager.



 


		22.3.3	Exercising by the Credit Manager of its duties under this Agreement and other Finance Documents shall
not prevent the Credit Manager from performing any banking transactions with the Borrower and any Debtor, including maintaining of banking
accounts, provision of credits and attraction of deposits.



 






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(ii) would be competitively harmful if publicly disclosed.***


 


		22.3.4	If the compensation amount received from the Creditors (excluding the Creditor which performs functions
of the Credit Manager) does not cover the amount of expenses or losses incurred by the Credit Manager due to performance by it of the functions
of the Credit Manager in accordance with the terms and conditions of the Finance Documents, the Credit Manager may lodge a claim against
the Creditors (excluding the Creditor which performs functions of the Credit Manager) and each Creditor (excluding the Creditor which
performs functions of the Credit Manager) undertakes within 15 Business Days upon lodging of a claim by the Credit Manager compensate
it in the amount corresponding to its Pro Rata Share for any documented expenses or losses incurred by the Credit Manager (excluding cases
of gross negligence or wilful misconduct) due to performance by it of the functions of the Credit Manager in accordance with the terms
and conditions of the Finance Documents to the extent not covered by the compensation amount previously received by the Credit Manager
from any Debtor.



 


		22.3.5	The Credit Manager shall not be liable to the Creditors for its acts (or omission) in accordance with
the Consent of the Majority of Creditors or the Consent of all Creditors.



 


		22.3.6	The Credit Manager shall be liable to the Finance Parties (except for the Creditor performing functions
of the Credit Manager) only for direct losses proven in a judicial proceeding, which were caused by the Credit Manager intentionally or
as a result of gross negligence.



 


		22.3.7	If the terms and conditions of the Agreement do not require the Consent of the Majority of Creditors or
Consent of all Creditors, the Credit Manager may act (or refrain from taking actions) as it considers necessary but in the best interest
of the Creditors..



 


	22.4	Duties of the Credit Manager



 


		22.4.1	Subject to Clause 22.4.2, each Finance Party (excluding the Credit Manager) entrusts the Credit Manager
and the Credit Manager agrees to perform the following actions:



 


		(A)	Maintain accounting of the monetary funds provided to the Borrower by each Creditor in accordance with
this Agreement;



 


		(B)	Obtain to the Account of the Credit Manager any payments due to the Finance Parties from the Debtors under
the Finance Documents and transfer any amounts obtained from the Debtors to the relevant Finance Party in accordance with the terms and
conditions of this Agreement;



 


		(C)	Obtain to the Account of the Credit Manager any amounts of the Credit from the Creditors and transfer
any amounts obtained from the Creditors to the Borrower in accordance with the terms and conditions of this Agreement;



 


		(D)	Notify the Borrower and Creditors about an interest rate for each Interest Period;



 


		(E)	Sign on behalf of all Finance Parties any amendments to this Agreement as well as any consents, confirmations,
waivers of rights and other documents stipulated by this Agreement under the terms and conditions agreed upon in the Consent of the Majority
of Creditors or all Creditors, depending on the nature of changes, consents, confirmations, waivers or other documents;



 


		(F)	Inform the Creditors about compliance (non-compliance) by the Borrower of the requirements stipulated
by this Agreement as a condition for submission of the Drawdown Request;



 


		(G)	Send to the relevant Party an original or copy of any document received by the Credit Manager from any
other Party for transfer to this Party, in such a case the Credit Manager is
not obliged to review or check the adequacy, accuracy or completeness of such document;



 






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(ii) would be competitively harmful if publicly disclosed.***


 


		(H)	Notify the Finance Parties about receipt of a message from any Party containing a description of any event
or circumstance and assertion that such event or circumstance is a Default;



 


		(I)	Inform the Creditors about receipt by the Credit Manager of the Borrower's request to provide a waiver
of exercising rights under this Agreement;



 


		(J)	Arrange provision of the Consents by the Majority of Creditors or all Creditors upon its own initiative
or upon request of any Creditor or the Borrower;



 


		(K)	Maintain the register of all Parties (specifying addresses, contact details of all Creditors at each point
of time and the Pro Rata Share of each Creditor) and provide a copy of such register for informational purposes upon request of any Party;



 


		(L)	Inform the Creditors about non-payment by the Borrower or other Debtor of any amount of the Outstanding
Credit, interest, remuneration or other amounts payable to any Finance Party (other than the Credit Manager or Pledge Manager) under the
Finance Documents;



 


		(M)	In case of termination of powers of the Credit Manager, transfer to the New Credit Manager (as defined
in Clause 22.5.5) all documents possessed by the Credit Manager, received by the Credit Manager from the Parties or created by the Credit
Manager during performance of its duties;



 


		(N)	In case of the Event of Default, inform the Creditors about an amount of indebtedness of the Borrower
under this Agreement as at the relevant date and transfer to the Creditors any documents required to lodge a claim to the Debtors under
the Finance Documents; and



 


		(O)	Perform any other actions (or refrain from any actions) which are stipulated by this Agreement and other
Finance Documents or required for exercising by the Creditors of their rights under this Agreement or other Finance Documents upon receipt
of the relevant Consent of the Majority of Creditors or all Creditors, as the case may be.



 


		22.4.2	The Credit Manager is entitled to not exercise any rights and powers granted to it in accordance with
Clause 22.4.1, if the Consent of the Majority of Creditors or Consent of all Creditors is required for exercising of such rights and powers
in accordance with the terms and conditions of this Agreement and the Credit Manager did not receive such Consent of the Majority of Creditors
or Consent of all Creditors according to the procedure stipulated by this Agreement.



 


	22.5	Termination of Powers of the Credit Manager



 


		22.5.1	The Credit Manager may, having notified other Finance Parties and the Borrower at least ten Business Days
in advance, refuse to perform the duties of the Credit Manager, subject to compliance with the provisions of clause 7 of Article 8 of
the Syndicated Credit Law. In such a case, the Majority of Creditors (upon obtaining the Borrower's consent) may appoint a successor of
the Credit Manager.



 


		22.5.2	The retiring Credit Manager shall, at its own cost, provide to the successor Credit Manager any documents
possessed by the Credit Manager and provide such assistance as the successor Credit Manager may reasonably request for the purposes of
performing its functions as the Credit Manager under the Finance Documents.



 






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Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		22.5.3	Subject to the Consent of the Majority of Creditors, the Creditors may terminate the powers of the Credit
Manager. No consent of the Credit Manager, the Borrower or other Debtors is required for such termination.



 


		22.5.4	In case of revocation of a banking licence of the Credit Manager:



 


		(A)	Powers of the Credit Manager shall be automatically terminated from the date of revocation of a banking
licence; and



 


		(B)	The Credit Manager or any Creditor having obtained information about revocation of a banking licence of
the Credit Manager shall notify about this other Parties (hereinafter the “Licence Revocation Notice”) within the Business
Day following the day when the Credit Manager or such Creditor obtained information about revocation of a banking licence of the Credit
Manager.



 


		22.5.5	In case of termination of powers of the Credit Manager upon its own initiative or upon an initiative of
the Creditors, the Creditors shall, subject to the Consent of the Majority of Creditors, appoint a new Credit Manager from among the Creditors
(excluding the Creditor performing functions of the Credit Manager as at the date of making by the Creditors of the relevant decision)
and exclusively in the absence of the Default, and provided that such person is the Acceptable Creditor) (hereinafter referred to as the
 “New Credit Manager”) and each Finance Party and the Borrower (the Borrower undertakes to ensure the same in relation
to other Debtors) hereby confirms its consent to such possible appointment. In their Consent, the Creditors shall determine a date for
termination of powers of the Credit Manager and the procedure for sending by the New Credit Manager a notice of termination of powers
of the Credit Manager to other Parties (hereinafter referred to as the “Powers Termination Notice”). And in a case
of termination of powers of the Credit Manager upon an initiative of the Credit Manager its powers shall automatically terminate in ten
Business Days after sending by the Credit Manager of a notice in accordance with Clause 22.5.1, unless an earlier date is stipulated by
the Consent of the Creditors or the Credit Manager does not agree to a later date for termination of powers.



 


		22.5.6	The Parties agree that the New Credit Manager will become a party of this Agreement as the Credit Manager
upon granting of the Consent of the Majority of Creditors to appointment of the New Credit Manager upon the date of signing of an agreement
on making relevant amendments to this Agreement, unless such agreement provides for any other date (hereinafter referred to as the “Date
of the New Credit Manager Accession”). After this, any mention of the Credit Manager in this Agreement will relate to the New
Credit Manager.



 


		22.5.7	Since the Date of the New Credit Manager Accession, the New Credit Manager shall ensure opening of a new
account and notify the Borrower and Finance Parties about replacement of the Account of the Credit Manager.



 


		22.5.8	Since the date of termination of powers of the Credit Manager and until the Date of the New Credit Manager
Accession, the Parties hereby agree that functions of the credit manager under this Agreement shall be temporarily performed by the Creditor
with the maximum Pro Rata Share or, in absence of such Creditor, the Creditor appointed in accordance with the Consent of the Majority
of Creditors (hereinafter referred to as the “Temporary Credit Manager”).



 


		22.5.9	The Parties agree that upon the date of obtaining by the Borrower of the Powers Termination Notice or
Licence Revocation Notice and until the Date of the New Credit Manager Accession, the Borrower shall make all payments stipulated by this Agreement
to the account of the Temporary Credit Manager.



 


		22.5.10	If the Credit Manager, whose powers were terminated due to any reasons, receives any payments from the
Parties, its shall, subject to compliance with the requirements of the applicable legislation, within two Business Days transfer such
payments to the Temporary Credit Manager in order to transfer the relevant amounts to the Party, to which they were due.



 






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Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


	22.6	Pledge Manager



 


		22.6.1	The Parties agree that the Pledge Manager is the Finance Party, the status, rights and obligations of
which are determined in Article 20 (Credit Security).



 


		22.6.2	For the purposes of clause 3 of Article 4 of the Syndicated Credit Law, the Parties hereby confirm that
the Credit Manager may perform functions of the Pledge Manager in accordance with the provisions of this Agreement.



 


	23.	PAYMENT MECHANISM



 


	23.1	Payments to the Credit Manager



 


		23.1.1	Unless otherwise expressly provided for by the Finance Documents:



 


		(A)	On each date, on which the Borrower, other Debtor or the Finance Party shall, pursuant to the terms and
conditions of any Finance Document, make any payment to any Party, the Borrower, relevant Debtor (and the Borrower undertakes to ensure
performance of the relevant duty by the said Debtor) or Finance Party shall transfer the relevant amount to the Account of the Credit
Manager (unless the context of the Finance Document otherwise requires) with valuating on the due date of payment;



 


		(B)	The Debtor’s monetary obligation to the Finance Party shall be deemed as performed upon crediting
the relevant amount in the proper currency to the Account of the Credit Manager.



 


		23.1.2	All payments being made by the Debtor under any Finance Document shall be transferred to the Account of
the Credit Manager until 11:00 a.m.. Any payments coming to the Account of the Credit Manager later than the specified time shall be deemed
obtained on the following Business Day.



 


		23.1.3	Unless otherwise expressly provided for by the Finance Documents, on each date, on which the Finance Party
shall, pursuant to the terms and conditions of any Finance Document, make any payment to any Party, the Finance Party shall transfer the
relevant amount to the Account of the Credit Manager (unless the context of the Finance Document otherwise requires) with crediting on
the due date of payment.



 


		23.1.4	If for payment of any amount under the Finance Documents any period is stipulated, during which such amount
shall be paid, then such amount shall be paid on or before the last Business Day of such a period.



 


	23.2	Distribution by the Credit Manager of the Funds Received



 


		23.2.1	Any monetary funds received by the Credit Manager from the Debtor in discharge of its obligations towards
the Creditors under the Finance Documents shall be distributed between the Creditors:



 


		(A)	In relation to each Credit, interest on the Credit and relevant amounts of forfeit — based on a
participation share of each Creditor in the provided Credit;



 


		(B)	In any other aspects, unless this Agreement provides for otherwise, — according to the Pro Rata
Share of each Creditor.



 






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*** Certain confidential portions
(indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		23.2.2	Each amount of monetary funds obtained at the Account of the Credit Manager for other Finance Party shall
be transferred by the Credit Manager on or before the next Business Day to the Finance Party, for which this monetary amount was intended:



 


		(A)	For the Original Creditor — as per the contact details specified in Annex 1 (List of the
Original Creditors); and



 


		(B)	For other Creditors — as per the details specified in the relevant Creditor Rights Assignment Agreement,



 


Or to any other account according
to the details provided by the relevant Creditor to the Credit Manager at least three Business Days prior to the payment date. The Credit
Manager shall transfer the applicable amount to the relevant Party after it satisfies itself that it obtained the required amount in full.


 


		23.2.3	Each amount to be transferred to the Party may be rounded by the Credit Manager to the second digit after
the dot in accordance with the mathematical rounding rules. For the avoidance of doubt, when calculating the Pro Rata Shares, rounding
off shall not be used.



 


		23.2.4	The Credit Manager shall not pay interest for using of monetary funds received by it from any Party in
connection with performance by the Credit Manager of its functions under this Agreement.



 


		23.3	Partial Payments



 


		23.3.1	If the Credit Manager receives an amount insufficient to repay in full all amounts payable by the Debtor
under the Finance Documents from time to time, the Credit Manager shall use such an amount to discharge the Debtor's obligations under
the Finance Documents in the following order of priority, unless otherwise provided for by the legislation:



 


		(A)	Firstly, to compensate the Finance Parties for non-paid expenses incurred by the Finance Parties
in connection with the Finance Documents;



 


		(B)	Secondly, to pay accrued interest under the Outstanding Credit, commission fees and remunerations
due but not paid to the Finance Parties under the Finance Documents;



 


		(C)	Thirdly, to repay a due amount of the Outstanding Credit as at the relevant date;



 


		(D)	Fourthly, for payment of any other amounts payable by the Debtor under the Finance Documents; and



 


		(E)	Fifthly, for payment of an accrued forfeit.



 


		23.3.2	Taking into account the statutory requirements, the Credit Manager may subject to the Consent of the Majority
of Creditors change the order of priority stated in Clause 23.3.1.



 


		23.4	Payments Bypassing the Credit Manager



 


Transfer by the Debtor of any
Monetary Funds towards the payments due to the Finance Parties under the Finance Documents, bypassing the Account of the Credit
Manager, is not a proper performance by the Debtor of its obligations under the Finance Documents, excluding remuneration and any
other payments due to the Creditor performing functions of the Credit Manager or Pledge Manager in relation to provision of services
of a credit manager or pledge manager, if the relevant agreement provides for direct payment of the relevant remuneration or any
other payments, bypassing the Account of the Credit Manager. If the Creditor receives any payment, which is due to it under the
Finance Document, directly from the Debtor (but not from the Credit Manager), such Creditor shall transfer on the same Business Day
the amount received by it from the Debtor to the Account of the Credit Manager for its distribution between all Finance Parties
according to their Pro Rata Share pursuant to the procedure stipulated by Article 23.3 (Partial Payments). After that, the
Debtor will be deemed as performed its monetary obligations under the relevant Finance Document only to the extent of the amount
which was received by all Finance Parties from the Credit Manager in accordance with the provisions of this Article.


 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		23.5	No Set-Off



 


		23.5.1	The Borrower undertakes (and shall ensure the same on the part of any other Debtors) to make any payments
under the Finance Documents without set-off of any similar counter claims, which the Debtor may have against any Finance Party.



 


		23.5.2	Full or partial discharge of obligations under the Finance Documents through a set-off (including through
debiting by a bank of monetary funds from the client’s account) is not allowed.



 


		23.6	Payment Currency



 


		23.6.1	Except as otherwise expressly stated in the Finance Document, the Borrower shall ensure on its part and
on the part of other Debtors making of all payments under this Agreement in Russian ruble, excluding compensation to the Finance Parties
of any expenses incurred in relation to the Finance Documents, which shall be paid in the currency, in which they were incurred.



 


		23.6.2	If due to changes in the legislation of any jurisdiction any Party cannot make and (or) accept payments
under the Finance Documents in the currency, in which expenses in relation to the Finance Documents were incurred, the relevant Party
shall as soon as possible notify other Parties about this and payments to such Party and from such Party shall be made in Russian rubles,
in the amount of the Equivalent as at the payment date.



 


		23.6.3	Monetary obligations of the Debtor shall be deemed as performed only if the relevant amounts are obtained
by the Credit Manager in proper currency in accordance with the Finance Documents (hereinafter referred to as the “Currency of
the Agreement"). If any amounts under this Agreement are received towards obligations of the Debtor in a currency other than
the Currency of the Agreement and the Credit Manager converts the received amount into the Currency of the Agreement, the Borrower shall
ensure on its part and on the part of other Debtors:



 


		(A)	Compensation to the Credit Manager of its expenses related to conversion (at the internal exchange rate
of the Credit Manager) of the received amount to the Currency of the Agreement; and



 


		(B)	Performance of monetary obligations of the Debtors in the amount corresponding to a difference between
the amount payable by the Debtor in the Currency of the Agreement and the amount received by the Credit Manager as a result of conversion
of funds received from the Debtor into the Currency of the Agreement.



 


		23.7	Payments Due Dates



 


Unless any Finance Document stipulates
a due date for any payment, such payment shall be made within three Business Days upon receipt from the Credit Manager of a request of
the relevant Finance Party.


 


		23.8	Business Days



 


		23.8.1	If the last day of the period for performance of the monetary obligation under the Finance Document falls
on the day which is not a Business Day, the day of ending of a period for performance of such monetary obligation shall be deemed the
next following Business Day.



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		23.8.2	Within the said period of extension of performance of the monetary obligation under the Finance Document,
if interest is to be accrued on the relevant payment amount, then such interest shall be accrued at the rate, which was applied in relation
to such amount as at the initial payment date.



 


		23.8.3	The procedure stipulated by Clauses 23.8.1 and 23.8.2 shall not apply to any Final Repayment Date. If
any Final Repayment Date falls on the day which is not a Business Day, then the relevant Final Repayment Date shall be deemed the immediately
preceding Business Day.



 


		24.	NOTICES



 


		24.1	Written Form



 


Any messages sent by the Parties under
the Finance Documents shall be made in writing and may be sent by courier, by post with a delivery receipt or by email. For the purposes
of this Agreement, a message sent by electronic means of communications shall be deemed a written message. If the Financial Document expressly
provides for the delivery of any document in original or another specific form, such document must be provided in the relevant form.


 


		24.2	Addresses



 


		24.2.1	Save as stipulated below, the contact details of each Party for all messages in connection with this Agreement
shall be the details of which such Party has notified the Credit Manager for this purpose.



 


		24.2.2	Contact details of the Borrower:



 


Irealtor LLC


 


Address: 27, Elektrozavodskaya str.,
bldg.8, prem.I, floor 5, Moscow 107023


 


E-mail address:  [***]@cian.ru,
[***]@cian.ru


 


Attention of:   [***]


 


		24.2.3	Contact details of the Credit Manager:



 


 [***] JSC


 


Address: 17, Troitskaya str., bldg.1,
Moscow 129090


 


	   E-mail
    address:	[***]@raiffeisen.ru;
	 	 
	 	[***]@raiffeisen.ru;
	 	 
	 	[***]@raiffeisen.ru;
	 	 
	 	Syndicate_info@raiffeisen.ru;
	 	 
	 	[***]@raiffeisen.ru




 


	   Attention of:	[***],
	 	 
		[***]




 


		24.2.4	Contact details of the Pledge Manager:



 


Raiffeisenbank JSC


 


Address: 17, Troitskaya str., bldg.1,
Moscow 129090


 


	   E-mail address:	[***]@raiffeisen.ru;
	 	 
	 	[***]@raiffeisen.ru;
	 	 
	 	[***]@raiffeisen.ru ;
	 	 
	 	Syndicate_info@raiffeisen.ru ;
	 	 
	 	[***]@raiffeisen.ru
	 	 
	   Attention of:	 [***],
	 	 
	 	[***]




 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		24.2.5	Contact details of the Original Creditors are specified in Annex 1 (List of the Original Creditors).



 


		24.2.6	Contact details of other Creditors are specified in the relevant Creditor Rights Assignment Agreement
as well as are specified in the register of the Creditors, which is maintained by the Credit Manager in accordance with Clause 22.4.1(K).



 


		24.2.7	Any Party may change its contact details by serving a corresponding prior notice on the Credit Manager
at least three Business Days in advance. The Credit Manager notifies all other Parties about changes in the contact details.



 


		24.2.8	If a Party indicates a specific department or officer as the recipient of the message, the message shall
not be deemed made if such department or officer has not been indicated as the recipient.



 


		24.2.9	If more than one email address is indicated for a Party, the email notices shall be sent to such Party
to all such email addresses.



 


		24.3	Serving of Notices



 


		24.3.1	Any message or document being served by one party on the other party in connection with the Finance Document
shall be deemed received:



 


		(A)	If sent by e-mail — after it has been received in a legible form;



 


		(B)	If sent by courier — upon delivery to the corresponding address; or



 


		(C)	If sent by mail — upon delivery to the corresponding address or ten Business Days after it has been
left at the post office as a mailing with delivery receipt, whichever occurs earlier.



 


		24.3.2	Clause 24.3.1 shall not apply to the documents being sent by the Borrower in accordance with Article 4
(Requirements to the Borrower for Granting of the Credit) (except for the Drawdown Request). The said documents shall be sent by
the Borrower to the Credit Manager as original document, unless this Agreement expressly provides for otherwise, and shall be deemed as
received only upon their actual receipt by the Credit Manager.



 


		24.3.3	All notices being sent by the Borrower or to the Borrower shall be transferred through the Credit Manager.
A notice transferred by the Borrower to the Finance Party through the Credit Manager shall be deemed received by the Finance Party upon
its actual receipt by the Credit Manager. A notice transferred by the Finance Party to the Borrower through the Credit Manager shall be
deemed received at the moment when it is deemed received by the Borrower in accordance with Clause 24.3.1.



 


		24.3.4	A copy of any message or document being sent in accordance with subclauses 24.3.1.(B) and 24.3.1 (C),
should be also sent to the respective addressee by email.



 


		24.4	Language



 


Unless otherwise provided for by the
Finance Document, any notice or message being sent by the Party in connection with any Finance Document shall be executed in Russian.
For the avoidance of doubt, the text in Russian may be accompanied by a translation into another language and in such a case the text
in Russian shall prevail.


 


		25.	PARTIAL INVALIDITY



 


If any provision of this Agreement
is or becomes unlawful, invalid or unenforceable, this shall not affect the lawfulness, validity or enforceability of any other provision
of this Agreement.


 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		26.	AMENDMENT of the FINANCE DOCUMENTS



 


		26.1	Creditors’ Waiver of their Rights



 


		26.1.1	Pursuant to the provisions of Article 4501 of the Civil Code, the Creditors may provide a waiver
of exercising of their rights under the Finance Documents, including of exercising of their rights stipulated by Article 19 (Events
of Default).



 


		26.1.2	A waiver by the Creditors of exercising of their rights under the Finance Documents shall be executed
through sending by the Credit Manager to the Borrower of a notice about a unilateral waiver of exercising of the Creditors’ rights.
The said notice shall be sent by the Credit Manager to the Borrower subject to the Consent of the Majority of Creditors, excluding the
cases stipulated in Clause 26.1.3.



 


		26.1.3	Provision of a waiver of exercising by the Creditors of their rights in relation to the issues requiring
the Consent of all Creditors specified in Clause 26.2.2 shall be allowed only subject to the Consent of all Creditors.



 


		26.1.4	A waiver of exercising of rights may be provided by the Credit Manager acting under the relevant Consent
of the Majority of Creditors or the Consent of all Creditors, as the case may be, and shall not entail any changes in the Finance Documents
or waiver of the Creditors of exercising of any other rights under the Finance Documents in relation to similar circumstances, whether
occurred or potential.



 


		26.1.5	The Borrower may not raise objections in relation to (i) a waiver of exercising of rights provided by
the Credit Manager upon request of the Borrower, and (or) (ii) non-provision by the Credit Manager of a waiver of exercising of rights
upon request of the Borrower with reference to non-compliance by the Credit Manager with the procedure for agreeing upon of provision
of a waiver of exercising of rights of the Creditors stipulated by this Agreement.



 


		26.1.6	A waiver of rights of the Creditors under the Finance Documents shall be valid subject to its execution
in writing and signing by the Credit Manager, excluding the cases of application of Clause 26.1.7.



 


		26.1.7	A waiver of rights in relation to the Initial Requirement may be executed by an e-mail message from the
Credit Manager, acting under the Consent of the Majority of Creditors, to the Borrower. If such a message contains terms and conditions
of providing such a waiver (for instance, an obligation to submit a relevant document within a certain period), then such a waiver shall
become effective upon its confirmation by a duly authorized employee of the Borrower through e-mail and the Borrower undertakes to perform
(and undertakes to ensure performance by any other relevant persons) such terms and conditions and the relevant obligation shall be deemed
the obligation of the Borrower under this Agreement (including for the purposes of Article 19.4 (Other Obligations)).



 


		26.2	Amendment of the Agreement



 


		26.2.1	Any term or condition of this Agreement may be changed with a written agreement signed by the Borrower
and Credit Manager acting in accordance with the Consent of the Majority of Creditors, excluding the cases stipulated in Clause 26.2.2.



 


		26.2.2	The terms and conditions of this Agreement and (if applicable) any other Finance Document relating to:



 


		(A)	Definition of term “Majority of Creditors” in Article 1 (Definitions);



 


		(B)	Delay in payment of any amount under the Finance Documents or any change in payment date of any amount
under the Finance Documents;



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		(C)	Changes in interest rate, commission fees, remuneration or size of any other amount payable by any Debtor,
excluding commission fees (remuneration) due to the Credit Manager and (or) Pledge Manager;



 


		(D)	Increase in any Credit Limit or Aggregate Credit Limit under any Instalment or extension of the Drawdown
Period, changes in the drawdown schedule, repayment schedule or changes in the Final Repayment Date;



 


		(E)	Any provision of this Agreement expressly stipulating a necessity of a Consent of all Creditors;



 


		(F)	Provisions of Article 21 (Replacement of the Parties) and of this Article 26 (Amendment of the
Finance Documents); and



 


		(G)	Change of the Borrower;



 


		(H)	Any issues related to termination, change and (or) replacement of the pledged item under the Pledge Agreements;



 


		(I)	Any terms and conditions of the Pledge Agreements relating to the structure of property being a subject
of pledge and to a procedure for levying of execution upon pledged property; and



 


		(J)	Changes in the Currency of the Agreement (except for the cases stipulated by Clause 23.6.2),



 


May be changed only by written agreements
signed by the Borrower, Credit Manager and (where necessary) by the Pledge Manager subject to the Consent of all Creditors.


 


		26.2.3	Material change of circumstances described in Article 451 of the Civil Code may not be a basis for amendment
or termination of this Agreement by the Pledger.



 


		27.	CONFIDENTIALITY



 


		27.1	Confidential Information



 


		27.1.1	Each Finance Party agrees to keep any Confidential Information confidential using all means and applying
the same degree of care which such Finance Party applies to its own confidential information and not to disclose it to any third parties,
excluding the cases listed in Article 27.2 (Disclosure of the Confidential Information).



 


		27.1.2	Each Finance Party undertakes to take all reasonable measures to ensure that all persons, to which the
Confidential Information may be disclosed (excluding disclosures in accordance with Clause 27.2.1(B)(4)), maintain a non-disclosure mode
in relation to such information established by this Agreement, as if they were a Party.



 


		27.2	Disclosure of the Confidential Information



 


		27.2.1	The Finance Party may as and when necessary disclose the Confidential Information:



 


		(A)	To its Affiliates, professional advisors and auditors, if a person, to which such Confidential Information
is provided, is informed in writing about its confidential nature, and there is no need in such informing if its recipient shall keep
confidential such information due to his/her/its professional duties;



 


		(B)	To any persons:



 


		(1)	To which the Finance Party transfers (or intends to transfer) any of its rights and (or) obligations under
the Finance Documents or which may become a new Credit Manager or new Pledge Manager and, in each case, also to professional advisors
of the said persons, provided that such persons
(excluding professional advisors, which shall keep confidential such information due to their professional duties) assume an obligation
to keep the Confidential Information confidential under the terms and conditions stipulated by this Agreement for the purposes of such
transfer or possible transfer of rights and (or) duties;



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		(2)	With which the Finance Party concludes an agreement for participation in the Credit or any other transaction,
payments under which may be made with a reference to any Finance Documents and (or) to the Borrower, Debtor, and to their professional
advisors, provided that such persons (excluding professional advisors, which shall keep confidential such information due to their professional
duties) assume an obligation to keep the Confidential Information confidential under the terms and conditions stipulated by this Agreement
for the purposes of such participation in the Credit;



 


		(3)	Specified in a request of a prosecutor's office, court, investigative authorities, administrative, banking
or currency supervisory authority (including the Central Bank of the Russian Federation), tax authority or any other state authority acting
within their competence stipulated by the legislation;



 


		(4)	Who are a Party;



 


		(5)	With the prior consent of the Borrower;



 


		(6)	To any rating agency (including its professional advisors) for the purposes of assigning a rating to the
Finance Documents and (or) the Borrower, if a rating agency, to which the Confidential Information is provided, is informed about its
confidential nature;



 


		(7)	To the Central Bank of the Russian Federation and state authorities; and



 


		(8)	To any credit records bureau pursuant to the Credit Records Law. The Borrower does not object to submission
by the Creditors to the credit records bureau of any information about the Borrower stipulated by the Credit Records Law and gives its
consent to its obtaining and provision. The Borrower hereby confirms that it is informed about the Creditors’ duty to provide information
to credit records bureau pursuant to the legislation of the Russian Federation.



 


		27.2.2	The Finance Parties may also inform, subject to a preliminary written consent of the Borrower, CBonds,
Dealogic, Bloomberg, LoanRadar and other similar agencies and databases about the structure of the Parties, currency and amount of the
credit facility under this Agreement as well as, subject to a preliminary consent of the Borrower and Credit Manager, other information
in relation to this Agreement.



 


		27.2.3	Powers of the Finance Parties to disclose the Confidential Information constituting a bank secret shall
not apply to the information about transactions against accounts of the Borrower opened with the relevant Finance Party and information
about cash balances on such accounts.



 


		27.2.4	With regard to any Confidential Information related to personal data, the Borrower, being a personal data
operator, entrust the Finance Parties with processing of such personal data.



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		27.3	Disclosure Notification



 


		27.3.1	Each of the Finance Parties agrees to inform the Borrower about the circumstances of disclosure of the
Confidential Information made pursuant to Clause 27.2.1(B)(3), except for disclosure of such information to a state authority during performance
by it of its general supervisory or regulating functions.



 


		27.3.2	The Creditors hereby inform the Borrower that the information about the Borrower and this Agreement specified
in article 4 of the Credit Records Law will be sent to a relevant credit records bureau in accordance with the Credit Records Law.



 


		27.4	Obligations of the Borrower



 


The Borrower shall keep confident
all terms and conditions of the Finance Documents, except for disclosure of this information to:


 


		27.4.1	Banks through which settlements under this Agreement and other Finance Documents are made;



 


		27.4.2	Its members;



 


		27.4.3	Its professional advisers and auditors provided that due to their professional duties they shall maintain
confidentiality with regard to relevant information or assume an obligation for maintaining confidentiality under the terms and conditions
stipulated by this Agreement;



 


		27.4.4	Its Affiliates;



 


		27.4.5	In accordance with legal requirement, if requested by public prosecution office, court, investigative
authorities, administrative, bank or currency supervision authority, tax authority or any other government authority acting within their
competence stipulated by the legislation or in connection with any court or arbitration proceeding; or



 


		27.4.6	Subject to a consent of the Credit Manager.



 


		27.5	Continuing Obligations



 


Provisions set out in this Article
27 (Confidentiality) shall remain in force and continue to be binding for each Finance Party within twelve months from the date
on which all amounts to be paid by the Borrower under this Agreement are paid in full.


 


		28.	APPLICABLE LAW



 


This Agreement and the rights and
duties of the Parties arising out of it shall be governed by and construed in accordance with the laws of the Russian Federation.


 


		29.	DISPUTE RESOLUTION



 


		29.1.1	All disputes, disagreements or claims arising out of or in connection with this Agreement, including pertaining
to its entry into force, conclusion, amendment, performance, breach, termination or validity, shall be considered by the International
Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation in accordance with its applicable rules
and regulations.



 


		29.1.2	The arbitration award shall be final for the Parties.



 


		29.1.3	The following is excluded:



 


		(A)	Filing an application with a state court seeking a judgment to be rendered that the arbitration court
lacks jurisdiction in connection with a separate resolution rendered by the arbitration court that it had jurisdiction, as a preliminary
matter; and



 


		(B)	The possibility for a state court to consider a challenge of the arbitrators or termination of their powers
for other reasons.



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		30.	FORCE MAJEURE



 


In accordance with article 401 of
the Civil Code, performance by the Pledger of its obligations under this Agreement shall not terminate and may not be delayed due to force
majeure.


 


		31.	SIGNING



 


This Agreement is signed by the Parties
as a single document in any number of authentic counterparts (but not fewer than one counterpart for each of the Parties) of equal legal
force.


 


This Agreement has been entered into
on the date stated at the beginning of this Agreement.


 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 1


LIST OF THE ORIGINAL CREDITORS


 


Before the Pledge Registration Date (not including such date), the
following Credit Limits shall be valid:


 


	Name of the Original Creditor	Credit Limit under Instalment 1	Credit Limit under Instalment 2
	
    Raiffeisenbank JSC

     

    Details of Raiffeisenbank JSC

     

    Beneficiary: Raiffeisenbank JSC

     

    Bank: Raiffeisenbank JSC, Moscow

     

    Location: 17, Troitskaya str., bldg.1, Moscow
    129090

     

    SWIFT code: RZBMRUMM

     

    Correspondent account:  [***]

     

    Settlement account: [***]

     

    BIK: [***]

     

    Taxpayer Identification Number (INN): 7744000302

     

    Address: 17, Troitskaya str., bldg.1, Moscow 129090

     

    Emails:

    [***]@raiffeisen.ru;

    [***]@raiffeisen.ru;

    [***]@raiffeisen.ru;

    Syndicate_info@raiffeisen.ru;

    [***]@raiffeisen.ru

     

    Contact persons: [***], [***],
    [***], [***]

     

    or other details specified by the relevant
Original Creditor in writing.
	62,500,000 Russian rubles	187,500,000 Russian rubles





  






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 




	
    Rosbank PJSC

     

    Details of Rosbank PJSC

     

    Beneficiary: Rosbank PJSC

     

    Bank: Rosbank PJSC

     

    Location: 34, Mashi Poryvaevoy str., Moscow 107078,
    Russia

     

    SWIFT Code: RSBNRUMM

     

    Correspondent account: [***] in GU of the
    Bank of Russia for CFO

     

    VTS on loan operations with legal entities:

 [***]

     

    BIK: [***]

     

    Address: 34, Mashi Poryvaevoy str., Moscow 107078,
    Russia

     

    Email:
 [***]@rosbank.ru, 

[***]@rosbank.ru

     

    Contact persons: [***]

     

    or other details specified by the relevant
Original Creditor in writing.
	250,000,000 Russian rubles	0 Russia rubles



 


After the Pledge Registration Date (including such date), the following
Credit Limits shall be valid:


 


	Name of the Original Creditor	Credit Limit under Instalment 1	Credit Limit under Instalment 2
	From the Signing Date until November 30, 2019	From December 1, 2019 until the last date of the Drawdown Period 	From the Signing Date until November 30, 2019	From December 1, 2019 until the last date of the Drawdown Period
	
    Raiffeisenbank JSC

     

    Details of Raiffeisenbank JSC

     

    Beneficiary: Raiffeisenbank

     

    JSCBank: Raiffeisenbank
    JSC, Moscow

     

    Location: 17, Troitskaya str., bldg.1, Moscow
    129090

     

    SWIFT code: [***]

     

    Correspondent account: [***] 

    Settlement
    account: [***]

     

    BIK: [***]

     

    INN: 7744000302

     

    Address: 17, Troitskaya str., bldg.1,
    Moscow 129090

     

    Emails:

    [***]@raiffeisen.ru;

    [***]@raiffeisen.ru;

    [***]@raiffeisen.ru;

    Syndicate_info@raiffeisen.ru;

    [***]@raiffeisen.ru

     

    Contact persons: [***], [***],
    [***], [***]

     

    or other details specified by the relevant Original
    Creditor in writing.

     
	75,000,000 Russian rubles	100,000,000 Russian rubles	225,000,000 Russian rubles	300,000,000



 






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(ii) would be competitively harmful if publicly disclosed.***


 


	
    Rosbank PJSC

     

    Details of Rosbank PJSC

     

    Beneficiary: Rosbank PJSC

     

    Bank: Rosbank PJSC

     

    Location: 34, Mashi Poryvaevoy
    str., Moscow 107078, Russia

     

    SWIFT code: [***]

     

    Correspondent account: [***]
    with GU Bank of Russia for CFO

     

    VTS on loan operations with legal entities: [***]

     

    BIK: [***]

     

    Address: 34, Mashi Poryvaevoy str., Moscow 107078,
    Russia

     

    Email:

    [***]@rosbank.ru, 

[***]@rosbank.ru

     

    Contact persons: [***]
ot other details specified by the relevant Original Creditor in writing. 


	300,000,000 Russian rubles	400,000,000 Russian rubles	0 Russian rubles	0 Russian rubles




  





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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


APPENDIX 2 


REQUIREMENTS TO THE BORROWER FOR GRANTING OF THE CREDIT


 


	1.	Finance Documents



 


Each Finance Document
(excluding the documents specified in clauses (c) – (e) of the definition of the term “Finance Documents”) duly signed
by each Party (hereinafter for the purposes of this Appendix referred to as the “Documents”).


 


	2.	Transaction Documents



 


		(a)	A copy of each License Agreement certified by the Borrower.



 


		(b)	A copy of each Pledge Account Agreement certified by the Borrower.



 


		(c)	A copy of each Loan Agreement certified by the Borrower.



 


	3.	Necessary Corporate Documents in Relation to the Borrower



 


		(a)	A notarized copy of the certificate of state registration issued by the relevant registration authority
in accordance with Federal Law No. 129-ФЗ dated August 8, 2001 On State Registration of Legal Entities and Individual Entrepreneurs.



 


		(b)	A notarized copy of the current edition of the Articles of Association and amendments thereto as well
as the edition of the Articles of Association valid on the date of appointment of the sole executive body and the edition of the Articles
of Association valid on the date of issue of the power of attorney specified below, as amended and supplemented; in each case, the Articles
of Association and amendments thereto shall have a mark of their state registration.



 


		(c)	Notarized copies of the certificates (record sheets) of state registration of the Articles of Association
and amendments specified above.



 


		(d)	Notarized copy of the certificate of registration with a tax authority in the territory of the Russian
Federation.



 


		(e)	Copies, certified by an authorized representative, or the original or notarised copies of the decision
on appointment of the sole executive body and, if applicable, the decision on extension of powers of the sole executive body.



 


		(f)	An original or a notarized copy of the specimen signature form of persons authorized to sign documents
on transaction on the Borrower’s behalf;



 


		(g)	An original of the letter signed by the Borrower’s authorized representative and prepared according
to the form agreed with the Credit Manager’s legal adviser, confirming, inter alia, the following:



 


		(i)	Each document (either original or copy) submitted by the Borrower or on its behalf in accordance with
this Annex 2 is genuine, has full legal force, has not been amended, supplemented, replaced, cancelled, withdrawn or terminated,
and no other new documents were issued in connection with the issues dealt with in this document;



 


		(ii)	Transactions stipulated by the Documents, to which the Borrower is a party, are duly approved (a consent
is given to make these transactions) in accordance with the requirements of constituent documents of the Borrower and the legislation
of the Russian Federation;



 


		(ii)	Assumption and performance by the Borrower of obligations under the relevant Documents do not violate
any decisions of the Borrower’s management bodies;



 


		(iv)	There are no insolvency/bankruptcy proceedings against the Borrower;



 


		(v)	There are no corporate agreements, shareholders' agreements, agreements on the exercise of the members’
rights and similar agreements with regard to the Borrower, except for the Shareholders’ Agreement;



 






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Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		(vi)	There are no persons interested in making transactions provided for by the Documents, or there are persons
interested in making transactions provided for by the Documents specifying a full list of persons interested in making transactions and
grounds on which each of these persons is acknowledged as interested in a transaction;



 


		(vii)	The Regulated Procurements Law does not apply to the Borrower; and



 


		(viii)	No Default or any event or circumstance which has or reasonably likely may have the Material Adverse Effect.



 


		(h)	If applicable, a notarized copy of the power of attorney in the name of representatives authorized to
sign the Documents, to which the Borrower is a party.



 


		(i)	Originals of all necessary consents with regard to conclusion of the Documents, to which the Borrower
is a party.



 


	4.	Necessary documents with regard to each Guarantor



 


		(a)	An apostilled copy of the incorporation certificate issued by the Department of Registrar of Companies
in Cyprus.



 


		(b)	An apostilled copy of the Memorandum and the Articles of Association (including all amendments and supplements
thereto) in Greek (stamped by the Department of Registrar) and in English.



 


		(c)	An apostilled original of the certificate of registered address issued by the Department of Registrar
of Companies in Cyprus and dated by the date occurring no earlier than 30 days before the date of this Agreement.



 


		(d)	An apostilled original of the certificate of directors and secretary issued by the Department of Registrar
of Companies in Cyprus and dated by the date occurring no earlier than 30 days before the date of this Agreement.



 


		(e)	An apostilled original of the certificate of shareholders issued by the Department of Registrar of Companies
in Cyprus and dated by the date occurring no earlier than 30 days before the date of this Agreement.



 


		(f)	An apostilled original of the good standing certificate issued by the Department of Registrar of Companies
in Cyprus and dated by the date occurring no earlier than 30 days before the date of this Agreement.



 


		(g)	An apostilled original of the no winding up certificate issued by the Department of Registrar of Companies
in Cyprus and dated by the date occurring no earlier than 30 days before the date of this Agreement.



 


		(h)	A certified copy of the register of directors and secretaries dated by the date occurring no earlier than
one day before the date of this Agreement.



 


		(i)	A certified copy of the register of members dated by the date occurring no earlier than one day before
the date of this Agreement.



 


		(j)	A certified copy of the register of mortgage and other pledges dated by the date occurring no earlier
than one day before the date of this Agreement.



 


		(k)	The original incumbency certificate which, by its form and nature, is acceptable for the Credit Manager,
together with all documents submitted in accordance with such incumbency certificate.



 


		(l)	The original of the document signed by the authorized representative of the relevant Guarantor confirming,
inter alia, that each document (either original or its copy) submitted by the relevant Guarantor or on its behalf in accordance with this
Annex 2 is genuine, contains full and accurate information, has full legal force, has not been amended, cancelled, withdrawn or terminated,
and that as at the date no earlier than the date of this Agreement no new documents were issued with regard to the issues covered by the
relevant document, attaching specimen signature of each person authorized to sign the
Finance Document on behalf of the relevant Guarantor.



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		(m)	An apostilled original of the power of attorney for granting necessary powers to authorized representatives
of the relevant Guarantor to sign the Finance Documents to which the relevant Guarantor is a party.



 


		(n)	The original of the decision by the Board of Directors with regard to execution of the Finance Documents
to which the relevant Guarantor is a party.



 


		(o)	(With regard to Fastrunner Investments and Mimons Investments) the original of the decision of the shareholders
with regard to execution of the Finance Documents to which the relevant Guarantor is a party.



 


		(p)	(With regard to Solaredge Holdings) a copy of the decision of the shareholders with regard to execution
of the Finance Documents to which Solaredge Holdings is a party.



 


	5.	Documents relevant to execution of the Security Agreements



 


		(a)	Participatory Interest Pledge Agreement



 


		(i)	The original of the list of the Borrower's members containing information as at the date no earlier than
30 days before the date of the Participatory Interest Pledge Agreement.



 


		(ii)	A copy of the decision by the general meeting of members of the Borrower, certified by the Borrower’s
authorized representative, on approval of the pledge stipulated by the Participatory Interest Pledge Agreement.



 


		(iii)	A confirmation of sending a notice by the notary to the federal tax authority to make an entry in the
Unified State Register of Legal Entities concerning creation of the pledge in accordance with the Participatory Interest Pledge Agreement.



 


		(iv)	A copy of the list of the Borrower’s members certified by the Borrower’s authorized representative
confirming (А) the title of Mimons Investments to the share in the Borrower’s authorized capital transferred in pledge in
accordance with the Participatory Interest Pledge Agreement; (В) recording in the register of the Borrower’s members of the
pledge created in accordance with the Participatory Interest Pledge Agreement; and (С) the absence of any Encumbrances with regard
to interests being the pledged item under the Participatory Interest Pledge Agreement, excluding the Encumbrance created in accordance
with the Participatory Interest Pledge Agreement.



 


		(v)	A certified copy of the Register of Mortgage and Other Pledges of Mimons Investments confirming making
of an entry on the Participatory Interest Pledge Agreement.



 


		(b)	Share Pledge Agreements



 


With regard
to each Share Pledge Agreement:


 


		(i)	All share certificates for initial shares (in accordance with their definition in the relevant Share Pledge
Agreement);



 


		(ii)	Blank transfer instrument signed, undated and made according to the form provided for by the relevant
Share Pledge Agreement;



 


		(iii)	Signed irrevocable power of attorney in the name of the pledge holder according to the form provided for
by the relevant Share Pledge Agreement;



 


		(iv)	Signed and undated statements of voluntary early termination of powers (resignation) by directors and
officers of Fastrunner Investments and Mimons Investments;



 






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Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		(v)	Letters of obligations and powers executed substantially according to the form specified in the relevant
Share Pledge Agreement and signed by all directors and officers of Fastrunner Investments and Mimons Investments;



 


		(vi)	A certified copy of the decision on pledge approval and shares transfer made in writing by the Boards
of Directors of Fastrunner Investments and Mimons Investments and executed substantially according to the form specified in the relevant
Share Pledge Agreement;



 


		(vii)	Certificate confirming making of an entry on the pledge executed substantially according to the form specified
in the relevant Share Pledge Agreement and a certified copy of the register of members;



 


		(viii)	Signed undated confirmations of a secretary issued by Fastrunner Investments and Mimons Investments with
regard to submission to the Department of Registrar of Companies in Cyprus of information on changes in composition of officers and shareholders
in case of levying of execution upon the pledged item under the relevant Share Pledge Agreement;



 


		(ix)	A certified copy of the Register of Mortgage and Other Pledges of the relevant Pledger confirming making
of an entry on the Participatory Interest Pledge Agreement pursuant to clause 99(1) of the Companies Law of the Republic of Cyprus, Chapter
113; And



 


		(x)	exclusively in respect of each Share Pledge Agreement relating to the shares in Mimons Investments –
the original of the waiver of the shareholders of their pre-emptive right to acquire shares.



 


		(c)	Account Pledge Agreements



 


The Credit Manager’s
evidence of opening of the Borrower’s accounts with regard to which the Account Pledge Agreements are concluded.


 


		(d)	Intellectual Property Items Pledge Agreements



 


		(i)	With regard to each Trade Mark — a copy duly certified by the Borrower, of the certificate of registration
of an exclusive right to each Trade Mark.



 


		(ii)	With regard to the pledged item under the Software Rights Pledge Agreement — a copy duly certified
by the Borrower, of the certificate of registration of computer programs and databases registered with Rospatent.



 


		(iii)	With regard to the pledged item under the Licence Agreements Rights Pledge Agreement:



 


		(1)	A duly certified copy of the notice of pledge occurring in accordance with the Licence Agreements Rights
Pledge Agreement sent by the Borrower to Fastrunner Investments and containing a confirmation of receiving such pledge notice duly signed
by Fastrunner Investments; and



 


		(2)	A duly certified copy of Fastrunner Investments’s consent to the pledge occurring in accordance
with the Licence Agreements Rights Pledge Agreement.



 


		(iv)	A duly certified copy of the notice on disposal of exclusive rights to the Trade Marks, duly signed by
the respective Pledger, submitted to Rospatent for registration.



 


		(v)	A duly certified copy of the notice on disposal of rights under the Licence Agreements, duly signed by
the respective Pledger, for the purposes of submission of the said notice to Rospatent for registration.



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


		(vi)	A duly certified copy of each application for registration of the pledge arising from the Trade Marks
Pledge Agreement and Licence Agreements Rights Pledge Agreement, with the
stamp of Rospatent, as well as duly certified copy of the extract issued by Rospatent and confirming the acceptance by Rospatent of each
application mentioned above.



 


		(vii)	An original of each notarized irrevocable power of attorney issued by the Borrower in accordance with
each Intellectual Property Items Pledge Agreement, to which the Borrower is party, and a copy of a notarized irrevocable power of attorney
issued by Fastrunner Investment in accordance with the Trade Marks Rights Pledge Agreement.



 


		(viii)	A certified copy of the Register of mortgage and other pledges of Fastrunner Investments confirming that
an entry on the Trade Marks Rights Pledge Agreement is made.



 


	6.	Legal Opinions



 


		(a)	Legal opinion prepared by Herbert Smith Freehills CIS LLP, a legal adviser of the Credit Manager regarding
Russian legislation in relation to the Finance Documents.



 


		(b)	Legal opinion prepared by Alexandros Economou LLC, a legal adviser of the Credit Manager regarding Cypriot
legislation in relation to the Finance Documents.



 


	7.	Other documents and evidence



 


		(a)	A copy, certified by the Borrower, of the Borrower’s Original Financial Statements with relevant
breakdowns.



 


		(b)	Documents confirming payment of a commission fee provided for by Article 12.2 (Credit Fee)
and expenses due and payable by the Borrower under the Finance Documents before sending the Drawdown Request with regard to the first
Drawdown Date.



 


		(c)	Originals of the Borrower’s written consent (in the quantity equal to the quantity of the Original
Creditors) for receiving of a credit report on the Borrower, stipulated by the Credit Records Law, by each Creditor from any credit bureau
included in the state register of credit records bureaus.



 


		(d)	Documents required for the Creditors to check the “client data” or similar procedures for
checking the client in relation to each Debtor.



 


		(e)	Documents which, by their form and content, satisfy the Credit Manager and confirm sending of instructions
with regard to the transfer by the Borrower of monetary funds in accordance with Clause 3.1.2. of Article 3 (Purpose).



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 3 


DRAWDOWN REQUEST FORM


 


DRAWDOWN REQUEST


 


Sender:  [name of the Borrower]


 


Recipient:  [name of the Credit
Manager]


 


Date:  [•]


 


Dear Sirs,


 


DRAWDOWN REQUEST


 


Syndicated Credit Agreement dated
July 31, 2019 (hereinafter referred to as the “Agreement”)


 


		1.	We refer to the Agreement. The terms defined in the Agreement have the same meaning in this Drawdown Request
unless given a different meaning in this Drawdown Request.



 


We kindly ask
to grant the Credit on the following terms and conditions:


 


 Instalment:         [·]




 


Drawdown
Date:        [·]


 


Currency of
the Credit:              Russian ruble


 


		Amount:	[·]



 


		2.	We confirm that as at the date of this Drawdown Request all Initial Requirements and all warranties and
representations listed in Article 15 (Warranties and Representations) of the Agreement remain accurate.



 


		3.	Funds under this Credit shall be transferred to [please specify details of the relevant Borrower’s
Account].



 


		4.	This Drawdown Request is irrevocable.



 


	Yours
    faithfully,	 
	 	 
	 	 
	authorized
    representative	 
	 	 
	[name
    of the Borrower]	 




 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 4


CREDITOR RIGHTS ASSIGNMENT AGREEMENT FORM


 


AGREEMENT 


FOR ASSIGNMENT OF RIGHTS
TO CLAIM [AND TRANSFER OF DEBT] 


dated [●]
20_____


 


BETWEEN


[THE EXISTING CREDITOR] 


[THE NEW CREDITOR] 


AND 


[THE CREDIT MANAGER]


 


	1.	INTERPRETATION	88



 


	2.	SUBJECT MATTER OF THE CREDITOR RIGHTS ASSIGNMENT AGREEMENT	89



 


	3.	PROCEDURE FOR PERFORMANCE OF OBLIGATIONS OF THE PARTIES	89



 


	4.	Remuneration of the Credit Manager and Pledge Manager	90



 


	5.	PAYMENTS	90



 


	6.	NOTICES	91



 


	7.	APPLICABLE LAW	91



 


	8.	DISPUTE RESOLUTION	91



 


	9.	EXECUTION	91



 


	10.	DETAILS OF THE NEW CREDITOR	91



 


	ANNEX 1		92



 






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Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


THIS AGREEMENT FOR ASSIGNMENT OF RIGHTS TO
CLAIM [AND TRANSFER OF DEBT] (hereinafter referred to as the “Creditor Rights Assignment Agreement”) is entered
into on [●]


 


BETWEEN:


 


	(1)	[●], [open/public]/[closed] joint-stock company]/[limited liability company] incorporated under
the laws of the Russian Federation, registered with the Unified State Register of Legal Entities of the Russian Federation under number
(OGRN (Primary State Registration Number)): [●], located at the address: [address][, represented by [please specify full name],
acting under [the power of attorney][the Articles of Association]] OR [company/legal entity /limited liability company /[open/public]/[closed]
joint-stock company] [incorporated]/[organized and existing] in accordance with legal rules of [jurisdiction], [located/registered/with
its registered office] at the address [address], represented by [please specify full name], acting under [the power of attorney][the Articles
of Association], as the assignor (hereinafter referred to as the “Existing Creditor”);



 


	(2)	[●], [open/public]/[closed] joint-stock company]/[limited liability company] incorporated under
the laws of the Russian Federation, registered with the Unified State Register of Legal Entities of the Russian Federation under number
(OGRN): [●], located at the address: [address][, represented by [please specify full name], acting under [the power of attorney][the Articles
of Association]] OR [company/legal entity /limited liability company /[open/public]/[closed] joint-stock company] [incorporated]/[organized
and existing] in accordance with legal rules of [jurisdiction], [located/registered/with its registered office] at the address [address],
represented by [please specify full name], acting under [the power of attorney][the Articles of Association], as the assignee (hereinafter
referred to as the “New Creditor”); and



 


	(3)	[●] [please specify the full name of the bank being the Credit Manager] as the Credit Manager
(hereinafter referred to as the “Credit Manager”).



 


THE PARTIES HAVE AGREED as follows


 


	1.	INTERPRETATION



 


The terms defined in the Credit Agreement
have the same meaning in this Creditor Rights Assignment Agreement unless given a different meaning in this Creditor Rights Assignment
Agreement.


 


In this Creditor Rights Assignment Agreement:


 


Bank Account
means a banking account of the Existing Creditor specified in clause 4(b) of this Creditor Rights Assignment Agreement.


 


Transaction Date
means [date of this Creditor Rights Assignment Agreement]/[please specify an agreed calendar date on which assignment of rights to claim
and transfer of debt will occur].


 


[Debt
means an obligation of the Existing Creditor to grant the Credit to the Borrower within its Credit Limit which is [●]
 as at the date of this Creditor Rights Assignment Agreement.


 


Borrower
means [●] incorporated pursuant to the legislation of the Russian
Federation, registered in the Unified State Register of Legal Entities of the Russian Federation under number (OGRN (Primary State Registration
Number)): [●], located at the address: [address].


 


Credit
Agreement means the Syndicated Credit Agreement dated [please specify the date of the credit agreement] concluded, inter alia, between
the Existing Creditor and the Borrower.


 


Parties
mean the Existing Creditor, New Creditor and Credit Manager and a Party means each of them.


 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


[Claims
mean claims to repay the Outstanding Credit in the amount of [please specify amount of the credit granted to the Borrower by the Existing
Creditor as at the date of this Assignment Agreement and the applicable Instalment], interest and other payments due to the Existing
Creditor from the Borrower under the Credit Agreement as well as any rights connected with the said claims including rights to perform
unilateral actions under the relevant Finance Documents.][If the scope of the transferred Rights to Claim does not comply with article
21.4, relevant amendments shall be made to the definition and the Creditor Rights Assignment Agreement]


 


Notice means
a notice of assignment of Rights to Claim of the Existing Creditor under the Credit Agreement on the terms and conditions of this Creditor
Rights Assignment Agreement executed according to the form specified in Annex No. 1 to the Creditor Rights Assignment Agreement and sent
to the Borrower by the Credit Manager.


 


Price
of the Rights to Claim means an amount equal to [●] ([●]).


 


	2.	SUBJECT MATTER OF THE CREDITOR RIGHTS ASSIGNMENT AGREEMENT



 


	2.1	[On the Transaction Date, the Existing Creditor shall assign and the New Creditor shall accept the Rights
to Claim in accordance with the procedure and on the terms specified in Article 21 (Replacement of the Parties) of the Credit Agreement
and in this Creditor Rights Assignment Agreement.]/[On the Transaction Date, the Existing Creditor shall transfer and the New Creditor
shall accept the Debt in accordance with the procedure and on the terms specified in Article 21 (Replacement of the Parties) of
the Credit Agreement and in this Creditor Rights Assignment Agreement.]



 


	2.2	The Rights to Claim under the Credit Agreement shall be transferred to the New Creditor without any Encumbrances.



 


	3.	PROCEDURE FOR PERFORMANCE OF OBLIGATIONS OF THE PARTIES



 


	3.1	[On the Transaction Date, the New Creditor shall pay the Existing Creditor the Price of the Rights to
Claim with Regard to the Bank Account.]



 


	3.2	On the Transaction Date, the Existing Creditor shall cease being the Creditor under the Credit Agreement
[to the extent corresponding to the Rights to Claim], and the New Creditor shall become the Creditor under the Credit Agreement [to the
extent corresponding to the Rights to Claim] and all provisions of the Credit Agreement and of other Finance Documents shall apply to
it.



 


	3.3	The Existing Creditor confirms that it does not have any information on the Borrower’s objections
against such Existing Creditor which the Borrower may raise against the New Creditor in accordance with Article 386 of the Civil Code.



 


	3.4	The New Creditor confirms that it read and understood all terms and conditions of the Credit Agreement
and other Finance Documents, conducted (and will continue to conduct) its own independent study on and assessment of financial condition
of the Borrower and each other Debtor, and it did not rely on any information submitted to it by the Existing Creditor while taking decision
on signing this Creditor Rights Assignment Agreement.



 


	3.5	The New Creditor confirms appointment of:



 


	 	3.5.1	The Pledge Manager as a pledge manager in accordance with Article 20.2 (Status of the Creditors and
Appointment of the Pledge Manager) of the Credit Agreement; and



 


	 	3.5.2	The Credit Manager as the Credit Manager in accordance with Article 22.3 (Appointment of the Credit
Manager) of the Credit Agreement.



 


	3.6	On the Transaction Date, the Existing Creditor shall:



 


	 	3.6.1	Transfer to the New Creditor documents confirming all rights to claim of the Existing Creditor as the
Creditor under the Credit Agreement, including the original of the Credit Agreement and other Finance Documents to which the Existing
Creditor is a party, all amendments and supplements thereto, copies of the Drawdown Requests as well as all documents confirming the extent
of the Rights to Claim [and the Debt] as at the Transaction Date;



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


	 	3.6.2	Give the New Creditor the information significant to exercise the Rights to Claim, including information
on the violation of the Credit Agreement by the Borrower; and



 


	 	3.6.3	[Send the Credit Manager a notice of assignment of the Rights to Claim and] hand over to the Credit Manager
the evidence of the Rights to Claim of the New Creditor, which, by their form and content, are acceptable for the Credit Manager.



 


	3.7	On the Transaction Date, the Credit Manager shall send to the Borrower and immediately after the Transaction
Date shall hand over to the Borrower a copy of this Creditor Rights Assignment Agreement.



 


	3.8	The New Creditor’s obligations for payment of the Price of Rights to Claim shall be considered fulfilled
upon crediting amount of the Price of Rights to Claim to the Existing Creditor’s Bank Account.



 


	3.9	Parties shall perform all other actions necessary for performance of their obligations under this Article
3 (Procedure for Performance of Obligations of the Parties).



 


	4.	[Remuneration of the Credit Manager and Pledge Manager



 


	4.1	The New Creditor shall pay lump-sum remuneration of the Credit Manager and lump-sum remuneration of the
Pledge Manager in the amount and in accordance with the procedure established by Article 21.3 (Procedure for Assignment of Rights and
Transfer of Obligations) of the Credit Agreement.



 


	4.2	A duty to pay remuneration to the Credit Manager and the Pledge Manager shall be considered fulfilled
by the New Creditor after crediting of full amount of remuneration to the banking account in accordance with Article 5 (Payments).]



 


	5.	PAYMENTS



 


All payments under this Creditor Rights
Assignment Agreement shall be made by bank transfer using the following details:


 


The New Creditor (if applicable):


 


	Beneficiary:		[●]	 
	 	 	 	 
	Location:	 	[●]	 
	 	 	 	 
	Bank:	 	[●]	 
	 	 	 	 
	SWIFT:		[●]	 
	 	 	 	 
	IBAN:	 	[●]	 
	 	 	 	 
	Account number: 	 	[●]	 



 


or to another account specified by
the New Creditor in writing;


 


The Existing Creditor:


 


	Beneficiary:		[●]	
	 	 	 	 
	Bank:	 	[●]	 
	 	 	 	 
	Location:	 	[●]	 
	 	 	 	 
	SWIFT code:		[●]	 
	 	 	 	 
	Correspondent account:	[●]	
	 	 	 	 
	Settlement account:	 	[●]	
	 	 	 	 
	BIK: 	 	[●]	 


 


or to another account specified by
the Existing Creditor in writing.



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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


	6.	NOTICES



 


Any notices or other official messages
being sent in accordance with this Creditor Rights Assignment Agreement shall be executed in writing and may be delivered personally,
sent by registered mail with delivery confirmation or by e-mail to the following addresses:


 





	The New Creditor:		[●]	 
	 	 	 	 
	Attention
of:	 	[●]	 
	 	 	 	 
	E-mail:	 	[●]	 
	 	 	 	 
	Tel:		[●]	 
	 	 	 	 
	The Existing Creditor:	[●]	 
	 	 	 	 
	Attention
of:	 	[●]	 
	 	 	 	 
	E-mail:	 	[●]	 
	 	 	 	 
	The
Credit Manager:	 	 	 
	 	 	 	 
	Attention
of:	 	[●]	 
	 	 	 	 
	E-mail:	 	[●]	 
	 	 	 	 
	Tel:	 	[●]	 


 





 


	7.	APPLICABLE LAW



 


This Creditor Rights Assignment Agreement
shall be regulated by the Russian law.


 


	8.	DISPUTE RESOLUTION



 


In case of occurrence of any dispute
in connection with this Creditor Rights Assignment Agreement, including with regard to interpretation of its provisions, its existence,
validity or termination, such dispute shall be considered by the [Moscow City Commercial Court] OR [●].


 


	9.	EXECUTION



 


This Creditor Rights Assignment Agreement
is signed in three (3) copies, one copy for each Party to the Creditor Rights Assignment Agreement.


 


	10.	DETAILS OF THE NEW CREDITOR



 


Contact information of the New Creditor
for the purposes of Article 24 (Notices) of the Credit Agreement: [information specified in Article [6]] / [other].


 


Payment details of the New Creditor
for the purposes of Article 23 (Payment Mechanism) of the Credit Agreement: [details specified in Article [5]] / [other]


 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


ANNEX 1


TO THE CREDITOR RIGHTS ASSIGNMENT
AGREEMENT


 


BORROWER NOTIFICATION FORM


 


	 	From:	[the Credit Manager] 
	 	For:	
    [to the Borrower]

    

    [Address of the Borrower]

     

     

	 	Copy:	
    [[to the New Creditor]

    

    [Address of the New Creditor]

     


 


NOTICE
OF THE OCCURRED ASSIGNMENT OF RIGHTS TO CLAIM


 


[●],
registration number [●], location: [●]
(the Credit Manager) hereby notifies [●], OGRN (Primary State Registration
Number) [●], location: Russian Federation, [●]
(the Borrower) of transfer of [all] rights to claim under [Syndicated Credit Agreement No. [●]]
between the Borrower, Existing Creditor and [●] dated [●]
(the Credit Agreement) from the Existing Creditor to [●], location:
[●] (the New Creditor) on the terms and conditions specified in
the Agreement for Assignment of Rights to Claim between the Existing Creditor, New Creditor and Credit Manager contained in Annex 1.


 


[After receipt
of this notice, [the Borrower] shall continue to fulfil its financial [and other] obligations to the New Creditor under the Credit Agreement/[please
specify the Finance Documents] to the Credit Manager in accordance with the provisions of the Credit Agreement.]


 


Annex 1: A copy
of the Agreement for Assignment of Rights to Claim between the Existing Creditor and the New Creditor.


 


SIGNATURES OF THE
PARTIES


 


	[THE
    NEW CREDITOR]	 
	 	 	 	 
	[●]	)	 	 
	[●]	)	 	 
	 	 	 	 
	 	 	 	[L.
    S.]
	 	 	 	 
	 	 	 	 
	[THE
    CREDIT MANAGER]	 
	 	 	 	 
	[●]	) 	 	 
	[●]	)	 	 
	 	 	 	 
	 	 	 	[L.
    S.]




 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 5


CONFIRMATION
OF COMPLIANCE WITH THE FINANCIAL INDICATORS FORM


 


CONFIRMATION OF COMPLIANCE WITH THE FINANCIAL INDICATORS


 


	Sender:	[name
                                            of the Borrower] [details
                                            of the Borrower] (hereinafter referred
                                            to as the “Borrower”)



 


	Recipient:	[name of the Credit Manager] [details of the Credit Manager]



 


	Date:	[•]



 


	1.	Based on the Syndicated Credit Agreement dated July 31, 2019 (hereinafter referred to as the “Agreement”),
the Borrower shall inform the Credit Manager of compliance with the financial indicators as at the Test Date in accordance with the terms
and conditions specified in article 17 (Undertakings to Comply with the Financial Indicators) of the Agreement.



 


	2.	The terms defined in the Agreement have the same meaning in this confirmation of compliance with the financial
indicators unless given a different meaning herein.



 


	3.	We confirm that the list of financial indicators specified in Annex 1 to this confirmation of compliance
with the financial indicators conforms to the list of financial indicators specified in article 17 (Undertakings to Comply with the
Financial Indicators) of the Agreement.



 


	4.	We confirm that we calculated the financial indicators specified in Annex 1 to this confirmation of compliance
with the financial indicators based on the financial statements prepared in accordance with RAS as at the Test Date.



 


	5.	We confirm that the data specified below on turnover on all our accounts with credit institutions, are
true and up-to-date as at the date hereof [all Borrower’s accounts with credit institutions should be indicated below]:



 


		5.1.	turnover on account [please specify the account] with [please specify the credit institution];



 


		5.2.	turnover on account [please specify the account] with [please specify the credit institution];
and



 


		5.3.	turnover on account [please specify the account] with [please specify the credit institution].



 


	6.	We confirm that the data given below, on the amount of our total revenue and its distribution between
our accounts with credit institutions are true and up-to-date as at the date hereof [please specify the total revenue and all accounts
of the Borrower with credit institutions]:



 


		6.1.	revenue in the amount of [please specify] received on account [please specify] with [please
specify the credit institution];



 


		6.2.	revenue in the amount of [please specify] received on account [please specify] with [please
specify the credit institution];



 


		6.3.	revenue in the amount of [please specify] received on account [please specify] with [please
specify the credit institution];



 


	7.	[We confirm that each condition for compliance with the financial indicators specified in article 17 (Undertakings
to Comply with the Financial Indicators) of the Agreement is fulfilled.] / We confirm that as at the date of this confirmation of
compliance with the financial indicators the following conditions specified in article 17 (Undertakings to Comply with the Financial
Indicators) of the Agreement are not fulfilled: [please specify the financial indicators violations of which were committed]]



 


	8.	We confirm that there is no Event of Default /[the following Events of Default took place and we are taking
the following measures to eliminate them: [please specify].]



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


The Borrower



 


By:


 


Full name:


 


Position:


 


Annex 1 — calculation of the financial
indicators in accordance with Article 17.2 (Financial Indicators)


 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 6


NOTICE OF
EARLY REPAYMENT FORM


 


NOTICE OF EARLY REPAYMENT





 


	Sender:	[name of the Borrower] [details of the
Borrower] (hereinafter referred to as the “Borrower”)
	 	 
	Recipient:	[name of the Credit Manager] [details of the Credit Manager]
	 	 
	Date:	[•]




 


Syndicated Credit Agreement dated July 31, 2019
(hereinafter referred to as the “Agreement”)


 


	1.	We refer to the Agreement. This letter is a Notice of Early Repayment. The terms defined in the Agreement
have the same meaning in this Notice of Early Repayment unless given a different meaning in this Notice of Early Repayment.



 


	2.	We hereby notify the Credit Manager of early return (repayment) of the Credits within all Instalments
in accordance with Article 8.4. (Voluntary Early Repayment) of the Agreement.



 


	3.	Early repayment date: [date].



 


	4.	Early repayment currency: [please specify].



 


	5.	Principal amount of debt subject to early repayment: [amount].



 


	6.	The amount of early repayment per each Instalment in the currency specified above shall be calculated
in accordance with Article 8.4. (Voluntary Early Repayment) of the Agreement.



 


	7.	This notice is irrevocable.



 


The Borrower


 


[name]


 


By:


 


Name:


 


Position:


 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 7


DRAWDOWN
SCHEDULE


 


	Action	Time
	Confirmations from the Credit Manager that all Initial Requirements are received (if such confirmation may be submitted in accordance with the terms and conditions of this Agreement)	No later than 12:00 on Т-2
	Submission of the Drawdown Request	No later than 13:00 on Т-2 (unless later date is established by the Credit Manager at its discretion), 
	The Credit Manager shall send the Creditors a copy of the Drawdown Request and shall inform each relevant Creditor of the amount of its participation in the relevant Instalment	No later than 15:00 on Т-2
	Each Creditor shall transfer to the Credit Manager (to the account of the Credit Manager) the amount of its participation in the Credit	No later than 11:00 on Т
	The Credit Manager shall transfer the amount of the Credit specified in the Drawdown Request (but not exceeding the amount actually received by the Credit Manager from the Creditors) to the Borrower’s account	No later than 14:00 on Т
	Acting at its own discretion, the Credit Manager shall transfer the amount of the Credit, received from the Creditor upon expiration of the relevant period, to the Borrower’s account	No later than 12:00 on Т +1 


 


For the purposes of this Appendix 7 (Drawdown
Schedule):


 


“Т” means the Drawdown
Date (or expected Drawdown Date).


 


“Т-1” means the date
occurring one Business Day before the Drawdown Date.


 


“Т-2” means the date
occurring two Business Days before the Drawdown Date.


 


“Т-1” means the date
occurring on the next Business Day after the Drawdown Date.


 


All actions shall be performed under the terms
and conditions and within the limits stipulated by this Agreement.


 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 8


repayment
schedule


 


Part 1

repayment schedule under instalment 1


 


	Date	Credit repayment amount under Instalment 1

                                                                                 

                                                                                (as a percentage of the Credit amount under Instalment 1 as at the last day of the Drawdown Period related to Instalment 1)  

	Interest Payment Date occurring in December 2020	14.286%
	Interest Payment Date occurring in March 2021	14.286%
	Interest Payment Date occurring in June 2021	14.286%
	Interest Payment Date occurring in September 2021	14.286%
	Interest Payment Date occurring in December 2021	14.286%
	Interest Payment Date occurring in March 2022	14.286%
	Final Maturity Date relating to Instalment 1	Remaining amount of the Outstanding Credit under Instalment 1 in full




 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Part 2


repayment
schedule under instalment 2


 


	Date	Credit repayment amount under Instalment 2

                                                                                 

                                                                                (as a percentage of the Credit amount under Instalment 2 as at the last day of the Drawdown Period related to Instalment 2)  

	Interest Payment Date occurring in March 2021	7.143%
	Interest Payment Date occurring in June 2021	7.143%
	Interest Payment Date occurring in September 2021	7.143%
	Interest Payment Date occurring in December 2021	7.143%
	Interest Payment Date occurring in March 2022	7.143%
	Interest Payment Date occurring in June 2022	7.143%
	Interest Payment Date occurring in September 2022	7.143%
	Interest Payment Date occurring in December 2022	7.143%
	Interest Payment Date occurring in March 2023	7.143%
	Interest Payment Date occurring in June 2023	7.143%
	Interest Payment Date occurring in September 2023	7.143%
	Interest Payment Date occurring in December 2023	7.143%
	Interest Payment Date occurring in March 2024	7.143%
	Final Maturity Date relating to Instalment 2	Remaining amount of the Outstanding Credit under Instalment 2 in full




 






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*** Certain confidential
portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 9


security agreements


 


	Security Agreement	Pledger or Guarantor	Subject Matter of the Agreement
	Guarantees
	Guarantee of Mimons Investments	Mimons Investments	Guarantee as security for the obligations of the Borrower under this Agreement
	Guarantee of Fastrunner Investments	Fastrunner Investments	Guarantee as security for the obligations of the Borrower under this Agreement
	Guarantee of Solaredge Holdings	Solaredge Holdings	Guarantee as security for the obligations of the Borrower under this Agreement
	Pledge Agreements
	Fastrunner Investments share pledge agreement	Solaredge Holdings	Pledge of 100% shares of Fastrunner Investments as security for the obligations of the Borrower under this Agreement
	Mimons Investments share pledge agreement	Solaredge Holdings	Pledge of 99% shares of Mimons Investments as security for the obligations of the Borrower under this Agreement
	Mimons Investments share pledge agreement	Fastrunner Investments	Pledge of 1% shares of Mimons Investments as security for the obligations of the Borrower under this Agreement
	Borrower’s Participatory Interests Pledge Agreement	Mimons Investments	Pledge of 51% participatory interests in the authorized capital as security for the obligations of the Borrower under this Agreement
	Agreement for pledge of rights under the pledge account with regard to the Pledge Account Agreement with Raiffeisenbank JSC	The Borrower	Pledge of rights under the pledge account opened with Raiffeisenbank JSC as security for the obligations under this Agreement
	Agreement for pledge of rights under the pledge account with regard to the Pledge Account Agreement with ROSBANK PJSC	The Borrower	Pledge of rights under the pledge account opened with ROSBANK PJSC as security for the obligations under this Agreement



 






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*** Certain confidential
portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


	Agreement for Pledge of Rights to Use the Software	The Borrower	Pledge of exclusive rights to the Software as security for the obligations under this Agreement
	Trade Marks Rights Pledge Agreement	Fastrunner Investments	Pledge of exclusive rights to the Trade Marks as security for the obligations under this Agreement
	Licence Agreements Rights Pledge Agreement	the Borrower	Pledge of rights under the Licence Agreements as security for the obligations under this Agreement


 






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*** Certain confidential
portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 10


Subsequent Conditions


 


	Subsequent Condition	Performance Term
	Intellectual Property Items Pledge Agreements
	1.            With regard to the Trade Marks Rights Pledge Agreement — 	 
	 	 
	(A)          Confirmation
of registration with Rospatent of the Encumbrance occurred based on the Trade Marks Rights Pledge Agreement, which by its form and content
is satisfactory to the Credit Manager;	55 Business Days from the Signing Date
	(B)            proof of submission of the Trade Marks Rights Pledge Agreement for registration by the Registrar of Companies in Cyprus, and payment of respective duties;	Ten Business Days from the date of the Trade Marks Rights Pledge Agreement, but in any case within 60 Business Days from the Signing Date
	(C)             The
original certificate of pledge registration issued by the Registrar of Companies in Cyprus evidencing that this Trade Marks Rights Pledge
Agreement has been registered within the prescribed period by the Registrar of Companies in Cyprus in accordance with Section 90 of the
Companies Act, Cap. 113	30 Business Days from the date of the Trade Marks Rights Pledge Agreement, but in any case within 60 Business Days from the Signing Date
	(D)            The
original notarized irrevocable power of attorney issued by Fastrunner Investment in accordance with the Trade Marks Rights Pledge Agreement	7 Business Days from the Signing Date
	2.          With
regard to the Licence Agreements Rights Pledge Agreement —	 
	 	 



 






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***
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


	
    (A)          Confirmation
    of registration with Rospatent of the Encumbrance occurred based on the Licence Agreements Rights Pledge Agreement, which by its
    form and content is satisfactory to the Credit Manager;

     

    Or 

     

    A copy of Rospatent’s
refusal to register the Encumbrance occurred based on the Licence Agreements Rights Pledge Agreement or another document confirming that
such registration is not performed.
	55 Business Days from the Signing Date
	Pledge Agreements	 
	 3.            Legal
opinion of Gorodissky and Partners firm with regard to the Trade Marks Rights Pledge Agreement and the Licence Agreements Rights Pledge
Agreement as well as with regard to the relevant Pledger’s title to the Trade Marks.	Five Business Days after the latest of the following dates (i) the date of submission of the document specified in clause 1(A) above; or (ii) the date of submission of the document specified in clause 2(A) above, but in any case within 60 Business Days from the Signing Date.
	 4.            The
original of the certificate on making entry of accounting the pledge occurred based on each Intellectual Property Items Pledge Agreement
(except for the pledge occurred based on the Trade Marks Rights Pledge Agreement) in the register of personal property pledge notices
of the unified information system of notaries.	Ten Business Days from the date of the respective Pledge Agreement, but in any case within 60 Business Days from the Signing Date
	 5.           The
original of an extract from the register of personal property pledge notices of the unified information system of notaries confirming
the absence of any Encumbrances with regard to the pledged item under each Intellectual Property Items Pledge Agreements (except for
the pledge occurred based on the Trade Marks Rights Pledge Agreement), excluding the Encumbrance created in accordance with the relevant
Intellectual Property Items Pledge Agreement.	Ten Business Days from the date of the respective Pledge Agreement, but in any case within 60 Business Days from the Signing Date
	Participatory Interest Pledge Agreement	 
	 6.            Evidence
of submission of the Participatory Interest Pledge Agreement for registration with the Registrar of Companies in Cyprus and payment of
respective duties.	Ten Business Days from the date of the Participatory Interest Pledge Agreement, but in any case within 60 Business Days from the Signing Date.



 






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*** Certain confidential
portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


	 7.            The original certificate of pledge registration issued by the Registrar of Companies in Cyprus evidencing that this Participatory Interest Pledge Agreement has been registered within the prescribed period by the Registrar of Companies in Cyprus in accordance with Section 90 of the Companies Act, Cap. 113. 	30 Business Days from the date of the Participatory Interest Pledge Agreement, but in any case within 60 Business Days from the Signing Date
	 8.            The original extract from the Unified State Register of Legal Entities issued by the competent tax authority and containing information on the Borrower signed with an enhanced encrypted and certified digital signature, or the original or notarised copy of an extract from the Unified State Register of Legal Entities issued by the competent tax authority as a paper document and evidencing: (А) the title of the relevant Pledger to the share in the Borrower’s authorized capital transferred in pledge in accordance with the Participatory Interest Pledge Agreement; (В) recording in the Unified State Register of Legal Entities of the pledge created in accordance with the Participatory Interest Pledge Agreement; and (С) the absence of any Encumbrances with regard to interests being the pledged item under the Participatory Interest Pledge Agreement, excluding the Encumbrance created in accordance with the Participatory Interest Pledge Agreement.	Ten Business Days from the date of the Participatory Interest Pledge Agreement, but in any case within 60 Business Days from the Signing Date
	Miscellaneous	 
	 9.            Confirmation of payment of stamp duty in Cyprus with regard to the Finance Documents to which the Guarantors are a party.	In respect of each said Finance Document – 30 days from the date of the respective Finance Document, but in any case within 60 Business Days from the Signing Date
	 10.          Financial statements of each Debtor incorporated in the Republic of Cyprus, for the financial year ending on December 31, 2018, prepared in accordance with IFRS	On or before September 31, 2019.
	 11.          Original of the decision of shareholders with regard to execution of the Finance Documents to which Solaredge Holdings is a party	
    Within 10 Business Days from the Signing Date

     



 






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*** Certain confidential
portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***




 


Appendix 11

ownership structure chart


 


[***]


 


 






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*** Certain confidential
portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 12

trade marks


 


[***]


 






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*** Certain confidential
portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 13


SOFTWARE WITHOUT REGISTRATION


 


[***]


 









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*** Certain confidential
portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


Appendix 14


FORM OF REPORT


 


	Financial result 	Period
	Revenue	 
	-	 
	Operating expenses	 
	EBITDA	 
	-	 
	Depreciation	 
	Non-operating income and expenses	 
	Financial income and expenses	 
	Profit / (loss) before taxes	 
	-	 
	Profit tax	 
	Net profit / (loss)	 
	-	 
	Operating expenses	 
	Staff remuneration	 
	Production infrastructure	 
	Development and support of sites/mob. applications	 
	Content and Moderation	 
	Customer service	 
	Call Center	 
	Call tracking	 
	Payment system commissions	 
	Online marketing	 
	Offline marketing	 
	PR and other promotional materials	 
	Marketing research	 
	Office rent and maintenance	 
	Corporate events	 
	HR brand development and recruitment	 
	Consulting and other services	 
	Hospitality expenses	 
	Travel and other staff costs	 
	Other operating expenses/income	 
	Total operating expenses	 
	-	 
	-	 
	Cash flow	 
	Cash flow from operating activities	 
	Proceeds from the sale of services	 
	Other income	 
	Payment for goods and services	 
	incl. development and support of sites/mob. applications	 
	incl. hosting and domain registration	 
	incl. marketing research	 
	incl. content and moderation	 
	incl. call tracking	 
	incl. online marketing	 
	incl. offline marketing	 
	incl. office rent and maintenance	 



 






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*** Certain confidential
portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


	incl. royalties	 
	-	 
	Staff remuneration	 
	Payment of insurance premiums	 
	Interest paid	 
	Tax payment	 
	Other operating charges	 
	Total from operating activities	 
	Cash flow from investment activities	 
	Income from repayment of issued loans	 
	Interest received	 
	Income from other investment activities	 
	Purchase of software licenses	 
	Buying computers and technical equipment	 
	Development capitalization	 
	Other investments in fixed assets and intangible assets	 
	Granting loans	 
	Payments for other investment activities	 
	Total for investment activities	 
	-	 
	Cash flow from financial activities	 
	Income from loans and borrowings 	 
	Income from monetary contributions to authorized capital and/or capital in excess of par	 
	Income from grant funding	 
	Income from other financial activities	 
	Repayment of loans and borrowings	 
	Dividends paid	 
	Payments for other financial activities	 
	Total for financial activities	 
	-	 
	Change in cash for period	 
	Impact of changes in foreign exchange rates	 
	Cash at start of period	 
	Cash at end of period	 


 






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*** Certain confidential
portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and
(ii) would be competitively harmful if publicly disclosed.***


 


SIGNATURES OF THE PARTIES


 


The Borrower


 


IREALTOR LLC


 





	By:	/s/ Lukianov Mikhail Alexandrovich	 
	 	 	 
	Name:	Lukianov Mikhail Alexandrovich	 
	 	 	 
	Position:	  Acting under the power of attorney	 
	 	 	 
	L. S.	 	 



 


Credit Manager, Original Creditor and Pledge Manager


 


RAIFFEISENBANK JSC


 





	By:	/s/ Bogachev Evgeniy Evgenievich	 
	 	 	 
	Name:	Bogachev Evgeniy Evgenievich	 
	 	 	 
	Position:	  Acting under the power of attorney	 
	 	 	 
	L. S.	 	 


 


ORIGINAL CREDITOR


 


ROSBANK PJSC


 





	By:	/s/ Shaikhina Perizat Shaimuratovna	 
	 	 	 
	Name:	Shaikhina Perizat Shaimuratovna	 
	 	 	 
	Position:	  Acting under the power of attorney	 
	 	 	 
	L. S.	 	 


 






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