Exhibit 10.4


 


 


*** 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.***


 


EXECUTION VERSION


 





	DATED 22 DECEMBER 2020
	 
	HEARST SHKULEV DIGITAL REGIONAL NETWORK
    B.V. 

    DOROZHKIN EVGENY ALEXEEVICH

    ASTAPENKO SERGEY VITALIEVICH

    BAIBARATSKY ALEXANDR IVANOVICH

    HS HOLDING B.V.

    LIMITED LIABILITY COMPANY “HS PUBLISHING”

    LIMITED LIABILITY COMPANY “HEARST
    SHKULEV MEDIA”

    LIMITED LIABILITY COMPANY “INTERMEDIAGROUP”



- AND-



MIMONS INVESTMENTS LIMITED

     

    AGREEMENT

    for the sale and purchase of the share capital
    of

     

    LIMITED LIABILITY COMPANY “N1.RU”

     













     


     


    

 


*** 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


 


		1.	Definitions and Interpretation	5



 


		2.	Sale and Purchase	22



 


		3.	Consideration	23



 


		4.	Adjustments to Consideration	24



 


		5.	TRANSFER of Title to Participation Interests	25



 


		6.	Completion statements	25



 


		7.	Conditions and Termination	27



 


		8.	Pre-Completion covenants	28



 


		9.	Signing and Completion	32



 


		10.	Seller Warranties and Indemnities	33



 


		11.	Buyer Warranties	35



 


		12.	Protection of Goodwill	36



 


		13.	Covenants and Undertakings	38



 


		14.	Guarantees	40



 


		15.	Guarantor warranties	41



 


		16.	Post-Completion Matters	42



 


		17.	Announcements and Confidentiality	42



 


		18.	Assignment	44



 


		19.	Entire Agreement	44



 


		20.	Further Assurance	44



 


		21.	Costs	44



 


		22.	Effect of Termination	44



 


		23.	Payments	45



 


		24.	Effect of Completion	45



 


		25.	Cumulative Rights	45



 


		26.	Third Party Rights	45



 


		27.	Waiver	46



 


		28.	Variations	46



 


		29.	Invalidity	46



 


		30.	Non-recourse	46



 


		31.	COMPLIANCE	47



 


		32.	Communications	47



 


		33.	Sellers’ Representative	49



 


		34.	Counterparts	50



 


		35.	Governing Law	50



 


		36.	Arbitration agreement	50



 






    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.***


 


	37.	English Language	51




 





		38.	LIABILITY	51



 


	Schedule 1 Details of the Group	52




 


	 	Part 1 Details of the Company	52




 


	 	Part 2 Details of the Subsidiaries	53




 


	Schedule 2 Completion Formalities	55




 


	Schedule 3 Seller Warranties	59




 


	 	Part 1 Non-Tax Warranties	59




 


	 	Part 2 Tax Warranties	86




 


	Schedule 4 Seller Limitations	88




 


	 	Part 1 General Limitations	88




 


	 	Part 2 Relevant Proportions	95




 


	Schedule 5 Properties	96




 


	 	Property Details, Title and Other Property Documents	96




 


	 	Part 1 (a) Leases of the Company	96




 


	 	Part 2 (b) Leases of the Subsidiaries	96




 


	Schedule 6 Completion Statements	97




 


	 	Part 1 Contents of the Completion Statements	97




 


	 	Part 2 Pro forma Completion Statements	105




 


	Schedule 7 Buyer Warranties	106




 


	Schedule 8 Buyer Limitations	108




 


	Schedule 9 INTEGRATION PLAN	112




 


	Schedule 10 Form of Traffic Purchase
    Agreement	116




 


	Schedule 11 Form of individual Shareholder
    Guarantees	117




 


	Schedule 12 Form of Transfer Instrument	118




 


	Schedule 13	119




 


	 	Part 1 Schedule 13-A Form of LoC Agreement	119




 


	 	Part 2 Schedule 13-B Forms of LoC Instructions	120




 


	 	Part 3 Schedule 13-C Forms of Letters of Credit	121




 


	Schedule 14 Related Party Agreements	122




 


	Schedule 15 The Intellectual Property
    Rights	123




 


	 	Part 1 Owned IPR	123




 


	 	Part 2 Used IPR	123




 






    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.***


 





	Schedule 16 Information Technology	124


 	 	Part 1 Particulars of the IT Systems	124





 	 	Part 1 Particulars of the IT Contracts	124




 


	Schedule 17 Material Contracts	125




 


	Schedule 18 Restricted Persons	126




 


	Schedule 19 Guarantor WARRANTIES	128




 


	Schedule 20 Pre-emption Waivers	130




 


	Schedule 21 Material Licenses	131




 


	Schedule 22 Non-Group Company Powers
    of Attorney	132




 


	EXECUTION PAGE	133




 






    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 agreement is made as a deed on 22 December
2020 (this “Agreement”).


 


PARTIES


 


		(1)	Hearst
                                            Shkulev Digital Regional Network B.V., a company incorporated in the Netherlands (with
                                            registered number: 66548306), whose registered office is at Moermanskkade 500, 1013 BC Amsterdam,
                                            the Netherlands (“Seller 1”);



 


		(2)	Dorozhkin
                                            Evgeny Alexeyevich (Дорожкин Евгений
                                            Алексеевич), a citizen of the
                                            Russian Federation with Russian Internal Passport Number [***] and with his normal residential
                                            address at [***] (“Seller 2”);



 


		(3)	Astapenko
                                            Sergey Vitalievich (Астапенко Сергей
                                            Витальевич), a citizen of the
                                            Russian Federation with Russian Internal Passport Number [***] and with his normal residential
                                            address at [***] (“Seller 3”);



 


		(4)	Baibaratsky
                                            Alexander Ivanovich (Байбарацкий
                                            Александр Иванович),
                                            a citizen of the Russian Federation with Russian Internal Passport Number [***] and with
                                            his normal residential address at [***]  (“Seller 4”
                                            and, together with Seller 1, Seller 2 and Seller 3, the “Sellers” and
                                            a “Seller” means any of them);



 


		(5)	HS
                                            Holding B.V., a private company with limited liability incorporated in accordance with
                                            the laws of the Netherlands with registered number 61301760, whose registered office is at
                                            Moermanskkade 500, 1013 BC Amsterdam, the Netherlands;



 


		(6)	Limited
                                            Liability Company “HS Publishing”, a limited liability company incorporated
                                            under the laws of the Russian Federation with registered number 1157746721395 whose registered
                                            office is at 115114, Moscow, Derbenevskaya street, building 15B, Floor 6, office VI;



 


		(7)	Limited
                                            Liability Company “Hearst Shkulev Media”, a limited liability company incorporated
                                            under the laws of the Russian Federation with registered number 1027739654986 whose registered
                                            office is at 115114. Moscow, Derbenevskaya street, building 15B, floor 4, office VI;



 


		(8)	Limited
                                            Liability Company “InterMediaGroup”, a limited liability company incorporated
                                            under the laws of the Russian Federation with registered number 5147746032176 whose registered
                                            office is at 115114, Moscow, Derbenevskaya Street, bld. 15B, Floor 7, office I (each party
                                            listed at (5) - (8), being a “Guarantor”); and



 


		(9)	Mimons
                                            Investments Limited, a company incorporated in the Republic of Cyprus (with registered
                                            number: HE 321042), whose registered office is at Agiou Georgiou Makri, 64, ANNA MARIA LENA
                                            COURT, Flat/Office 201, 6037, Larnaca, Cyprus (the “Buyer”).



 


BACKGROUND


 


		(A)	The Sellers have agreed to sell and the Buyer
                                            has agreed to buy the Participation Interests on the terms of this Agreement.



 


		(B)	Unless otherwise provided, each Guarantor
                                            is a party to this Agreement only in respect of Clause 14 (Guarantees), Clause
                                            15 (Guarantor Warranties), and Clauses 1 and 17 to 38 (inclusive) of this Agreement
                                            on and from Completion subject to Completion occurring.



 






    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.***


 





OPERATIVE PROVISIONS


 


		1.	Definitions and Interpretation



 


		1.1	In this Agreement:



 


“Accounts” means
the annual financial statements of each Group Company (which are audited for the Company), in each case prepared in accordance with RAS
as at, and for the Financial Year ended, 31 December 2019, comprising, in each case, a balance sheet, a profit and loss account, a cash
flow statement, and, where applicable, notes to such financial statements, copies of which have been Disclosed.


 


“Accounts Date”
means 31 December 2019.


 


“Affiliate” means:


 


		(a)	in relation to an individual:



 


		(i)	a
                                            “relative”, that is that individual’s children or remoter issue,
                                            step-child, brother, sister, parent, grandparent, spouse or civil partner;



 


		(ii)	an
                                            undertaking which is Controlled by that individual or a relative (as defined in paragraph
                                            (I) above) of that individual, or by two (2) or more of them;



 


		(iii)	any
                                            person with whom that individual or an Affiliate of that individual is in partnership;



 


		(iv)	a
                                            person acting in his capacity as a trustee of a trust of which that individual or an Affiliate
                                            of that individual is a beneficiary or the terms of which confer a power on the trustees
                                            that may be exercised for the benefit of that individual or an Affiliate of that individual;
                                            and



 


		(v)	who
                                            is himself directly or indirectly a beneficiary under a trust, any other person that is a
                                            beneficiary under that same trust and any of their Affiliates; and



 


		(b)	in relation to an undertaking:



 


		(i)	a
                                            person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled
                                            by, or is under common Control with, that undertaking; and



 


		(ii)	a
                                            legal entity that acts solely as bare nominee holder on behalf of that undertaking, or a
                                            fund for which that undertaking acts as bare nominee,



 


		(c)	provided that:



 


		(i)	for
                                            purposes of this Agreement, both IPH B.V. and VSA and their respective Affiliates (except,
                                            for purposes of Clauses 12.3, 13.3, 13.4, 17.1, 17.3, 17.4, any person that Controls IPH
                                            B.V. and each such person’s Affiliates other than IPH B.V. and its subsidiary undertakings)
                                            shall be deemed to be Affiliates of the Sellers;



 






    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.***


 





		(ii)	each
                                            of HS Holding and HS Publishing and their respective Affiliates shall be deemed to be Affiliates
                                            of the Sellers (except for purposes of Clauses 12.3, 17.1, 17.3, 17.4); and



 


		(iii)	no
                                            Individual Shareholder Guarantor shall be deemed to be an Affiliate of the Sellers.



 


“Agreed Statement”
has the meaning given to it in Clause 19.2.


 


“Applicable Law”
means any law, statute, order, decree, binding decision, licence, permit, consent, approval, agreement, regulation of any Governmental
Authority having jurisdiction over the matter or person in question, or other legislative or administrative action of a Governmental
Authority, or a final, binding, or executive decree, injunction, judgment or order of a court or tribunal that affects and has the authority
to affect the matter or person in question.


 


“Application” means
the application for state registration of the changes to the information about the Company pertaining to the transfer of the Participation
Interests to the Buyer in the Legal Entities Register in accordance with the Russian Federation Federal Law No. 129-FZ “On State
Registration of Legal Entities and Individual Entrepreneurs” dated 8 August 2001 (as amended).


 


“Arbitration Clause”
means the arbitration agreement set out in Clause 36.


 


“Bank” means a bank
where an account is opened by a Group Company, including each of the following banks: JSC Raiffeisenbank with main state registration
number (OGRN) 1027739326449; PJSC Sberbank with main state registration number (OGRN) 1027700132195; Bank GPB JSC with main state registration
number (OGRN) 1027700167110; and JSC Tinkoff Bank with main state registration number (OGRN) 1027739642281.


 


“Big Four Firm”
means Deloitte Touche Tohmatsu, EY, KPMG or PricewaterhouseCoopers, or any successor in title to any of their respective accounting and/or
valuation businesses.


 


“Business Day” means
a day other than a Saturday or Sunday or public holiday on which banks are ordinarily open for the transaction of normal banking business
in Moscow, Russian Federation; Nicosia, Cyprus; Amsterdam, the Netherlands; and New York, the United States of America.


 


“Business IPR” means
all Intellectual Property Rights which are material to the operation of the Group’s business which are used as of the date of this
Agreement in relation to the business of any Group Company being the Owned IPR and Used IPR, details of which are set out in Schedule
15 (The Intellectual Property Rights).


 


“Business IT” means
all Information Technology which is owned or currently used by any Group Company and which is material to the operation of the Group’s
business (excluding “shrink wrapped”, “click wrapped” or other software commercially available off the shelf).


 


“Buyer Conditions Precedent”
has the meaning given in Clause 7.5.


 


“Buyer Document”
means a Transaction Document to which the Buyer is a party.


 


“Buyer Warranties”
means the warranties of the Buyer contained in Schedule 7 (Buyer Warranties).


 






    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.***


 





“Buyer’s
Accountants” means BDO Unicon Business Solutions AO.


 


“Buyer’s
Bank Account” means the following bank account opened with BANK OF CYPRUS PUBLIC LTD (INTERNATIONAL BUSINESS UNIT):


 


Account name: Mimons Investments Limited


 


Account Number: [***]


 


IBAN: [***]


 


SWIFT: [***]


 


Correspondent Bank: JSC VTB Bank, Moscow


 


Correspondent Account Number: [***]


 


Correspondent Bank BIC: [***]


 


“Buyer’s Counsel”
means Dentons Europe AO, Business Center, Lesnaya ulitsa, 7 White Gardens, Moscow, 125196.


 


“Buyer’s Group”
means the Buyer and each of its Affiliates from time to time (including, for the avoidance of doubt, after Completion, each Group Company).


 


“Buyer’s Relief”
means any Relief available to a Group Company arising from an event or transaction occurring after Completion or a period or part of
a period after Completion, provided, that, any Relief available to an Indemnified Person under Clause 10.15 in respect of an indemnity
payment shall not be considered a Buyer’s Relief.


 


“Buyer’s
Transaction Team” means the following individuals: (a) Mikhail Lukyanov, (b) Alexander Garbuzov and (c) Irek Akhunianov.


 


“Chief Executive Officer”
means the director (sole executive body) of the Company;


 


“CIS Countries”
means Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan, Uzbekistan.


 


“City Portals” has
the meaning given in the Traffic Purchase Agreement.


 


“City Portals Entity”
means Limited Liability Company “Regional Network”, a limited liability company incorporated under the laws of the Russian
Federation, primary state registered number 1175476024096, located at: Lenina St., 12, 6th Floor, office 611, Novosibirsk, Novosibirsk
region, 630099, Russian Federation, which owns the majority interest in and/or operates the City Portals.


 


“Claim” means any
claim against a Seller under or in connection with this Agreement or the Transfer Instrument.


 


“Company” means
Limited Liability Company “N1.RU” (in Russian: Общество с ограниченной
 ответственностью “Н1.РУ”),
a company incorporated in the Russian Federation (with state registered number: 1175476080724), further details about which are set out
in part (ii) of Schedule 1.


 


“Company Related Person”
means any Group Company and/or any Director, officer or Employee of any Group Company.


 






    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.***


 


“Competing Business”
means any individual or company operating in a Real Estate Classified Business (example: AVITO (Авито),
Domofond (Домофонд), Yandex.Realty (Яндекс Недвижимость),
Youla (Юла), Novostroy-M (Новострой-М), Gipernn), as well
as the Real Estate Classified Businesses of real estate agencies (example: Etazhi agency’s classified business), Real Estate Classified
Businesses of banks (example: Domclick project of Sberbank, VTB housing ecosystem, DOM.RF project), industry associations of real estate
agencies (example: Yekaterinburg City’s Ural Real Estate Chamber). Projects and products of developers (excluding real estate classifieds),
real estate agent services, financial projects and products of banks, as well as non-real estate projects of Internet companies (example:
Yandex.Taxi, Yandex.Eda, Avito.AVTO, etc) are not the Competing Business.


 


“Completion” means
completion of the purchase of the Participation Interests in accordance with Clause 9 (Completion).


 


“Completion Consideration”
has the meaning given to it in Clause 3.2.


 


“Completion Date”
means the date on which Completion occurs.


 


“Completion Notice”
has the meaning given to it in Clause 3.3(d).


 


“Completion Statements”
means the statements prepared and agreed or determined in accordance with Clause 6 and Schedule 6 (Completion Statements)
in order to determine Net Debt and Net Working Capital.


 


“Condition Precedent”
means a condition to Completion as specified in Clause 7.1.


 


“Confidential Information”
means any confidential or proprietary information that belongs to the relevant person, or any of its clients or users, including without
limitation, technical data, market data, trade secrets, databases, trademarks, service marks, copyrights, other intellectual property,
know-how, research, business plans, product information, projects, services, client lists and information, client preferences, client
transactions, user information, software, source code, algorithms, technology, inventions, developments, processes, formulas, designs,
drawings, marketing methods and strategies, pricing strategies, sales methods, financial information, revenue figures, account information,
credit information, contract terms, information with respect to counterparties or employees, financing arrangements.


 


“Consideration”
means the consideration payable for the Participation Interests, being the sum of the Completion Consideration and the Deferred Consideration.


 


“Contract” means
any deed (including any deed poll), agreement, arrangement, understanding or commitment, in each case in writing, to which any Group
Company is a party, or by which any Group Company is bound.


 


“Control” means,
with respect to any person, (a) the possession, directly or indirectly, of power to direct or cause the direction of management and policies
(whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such person; (b) the
ability, whether exercised or held directly or indirectly, to exercise more than fifty per cent (50%) of the votes at any general meeting
(or equivalent) of such person; or (c) the ability to appoint more than fifty per cent (50%) of the members to the board of directors
(or the closest equivalent governing body) of such person, and the correlative terms “Controlled” and “under
common Control with” shall be similarly construed.


 


“Covenant Claim”
has the meaning given in Schedule 4.


 


“Critical Contracts”
means each of the Contracts listed in items 1 to 24 of Schedule 17.


 






    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.***


 





“Deferred Consideration”
means RUB fifteen million (15,000,000) payable by the Buyer to the Sellers in accordance with Clause 3.1(b).


 


“Covid Restrictions”
means any Applicable Laws introduced in response to the COVID-19 pandemic.


 


“Data Protection Legislation”
means Federal Law No. 152-FZ “On Protection of Personal Data” dated 27 July 2006 (as amended), and all other similar privacy
laws, to the extent they are applicable to a Group Company.


 


“Data Room” means
the documents, materials and information on the Group Companies made available for inspection by the Buyer’s Accountants and the
Buyer’s Counsel, in the data room hosted by Donnelley Financial LLC.


 


“Deed of Undertaking”
means a deed setting out certain undertakings of the Seller Beneficiaries, HS Holding, HS Holding Digital B.V. and IPH B.V. to be entered
into on or before signing of this Agreement among the Seller Beneficiaries, HS Holding, HS Holding Digital B.V. and IPH B.V. and the
Buyer.


 


“Determined” means
a final award of a Claim by the arbitrators appointed under Clause 36 (Arbitration Agreement) or otherwise by written agreement
of the Buyer and a Seller settling such Claim.


 


“Director” means,
in respect of any Group Company, a person who is its sole executive body, a member of its collective executive body, board of directors,
supervisory board and/or internal audit committee (internal auditor).


 


“Disclosed” means:


 


		(a)	in respect of the Warranties given as
                                            of the date of this Agreement, fairly disclosed by the Sellers to the Buyer in the Disclosure
                                            Letter; and



 


		(b)	in respect of the Warranties given as
                                            at Completion, fairly disclosed in the Disclosure Letter and the Supplementary Disclosure
                                            Letter, if any,



 


provided in each case that a matter
shall be fairly disclosed only to the extent that sufficient details of the relevant matter are contained in the Disclosure Letter or
the Supplementary Disclosure Letter, as applicable, to enable the Buyer properly to identify its nature and scope.


 


“Disclosure Bundle”
means, in respect of each of the Disclosure Letter and the Supplementary Disclosure Letter, the bundle of documents agreed between the
Buyer and the Sellers, in the case of the Disclosure Letter, prior to the signing of this Agreement or, in the case of the Supplementary
Disclosure Letter, no later than three (3) Business Days prior to Completion, electronically stored in a format agreed between the Buyer
and the Sellers and attached as an annex to the Disclosure Letter or the Supplementary Disclosure Letter, as the case may be.


 


“Disclosure Letter”
means the letter dated the same date as this Agreement from the Sellers to the Buyer relating to the Warranties, together with the corresponding
Disclosure Bundle.


 


“Dispute” has the
meaning given in Clause 36.2.


 


“Due Diligence Reports”
means any due diligence reports based on the review of the Data Room prepared by BDO and any other advisors to the Buyer, in relation
to the Transaction.


 






    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.***


 





“Employee” means
any employee of a Group Company recognised as such in accordance with Applicable Law.


 


“Encumbrance” means
any right, interest or equity of any other person (including any right to acquire, option, preference, right of pre-emption or right
of first refusal) or any mortgage, charge, pledge, lien, restriction, arrest, assignment, hypothecation, security interest, title retention,
power of sale or any other encumbrance, security agreement or arrangement or other third party right, or any agreement, arrangement or
obligation to create, or any claim by any person to have, any of the same.


 


“Event” means any
event, fact, circumstance, action, omission, transaction, payment, death of any person or other occurrence.


 


“Exchange Rate”
means with respect to a particular currency on a particular date, the rate of exchange for that currency into RUB as set out by the Central
Bank of the Russian Federation on the relevant date.


 


“Extract” has the
meaning given to it in the LoC Instructions.


 


“Financial Year”
means the period from 1 January to 31 December.


 


“FCPA” means the
Foreign Corrupt Practices Act of 1977 of the United States of America, as amended by the Foreign Corrupt Practices Act Amendments of
1988 and 1998, and as may be further amended and supplemented from time to time.


 


“Fundamental Warranties”
means:


 


(a) if a Warranty is given by Seller
1, the Warranties contained in paragraphs 1(a) to 1(k) (inclusive) and 1(m) to 1(t) inclusive, 2(a), 2(b), 2(c), 2(d), 2(e)(I)(1), 2(e)(I)(3),
2(e)(II)(1), 2(e)(II)(3), 2(e)(III)(1), 2(e)(III)(3), 2(g), 3(a) to 3(f) inclusive, 3(h) and 3(i) and;


 


(b) if a Warranty is given by each
of Seller 2, Seller 3 or Seller 4, the Warranties contained in paragraphs 1(a) to 1(j) (inclusive) and 1(l) to 1(t) (inclusive), 2(b),
2(c), 2(d), 2(f), 2(h), 3(a) to 3(f) inclusive, 3(h) and 3(i), both as set out Schedule 3Part 1 (Non-tax Sellers Warranties).


 


“Governmental Authority”
means any government or its administrative territories, any organisation, institution or authority with the executive, judicial, regulating
or administrative functions (including any governmental authority, ministry, agency, service, committee, commission, institution or any
other organisation and their structural subdivisions) acting on behalf of the government or its administrative territory, any court arbitrator
or judge and/or any self-regulating organisation acting on behalf of the government in compliance with the rights granted thereto under
Applicable Law.


 


“Group” or “Group
Companies” means the Company and the Subsidiaries, and a “Group Company” means any of them.


 


“Guarantee” means
any guarantee, indemnity, suretyship, letter of comfort or other assurance or security given or undertaken by a person to secure or support
the obligations (actual or contingent) of any other person and whether given directly or by way of counter-indemnity to any other person
who has provided a Guarantee.


 


“Guarantor Payment”
has the meaning given to it in paragraph 18(a) of Schedule 4.


 






    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.***


 





“Guarantor Warranties”
means the warranties set out in Schedule 19 (Guarantor Warranties).


 


“HSHD” means Hearst
Shkulev Holding Digital B.V., a private limited liability company, incorporated under the laws of the Netherlands, having its registered
office in Amsterdam, the Netherlands, with the place of business at: Moermanskkade 500, 1013 BC Amsterdam, the Netherlands, and registered
with the Dutch Commercial Register under number 61897094.


 


“HS Holding” means
HS Holding B.V., a private company with limited liability incorporated in accordance with the laws of the Netherlands with registered
number 61301760, whose registered office is at Moermanskkade 500, 1013 BC Amsterdam, the Netherlands.


 


“HS Media” means
Limited Liability Company “Hearst Shkulev Media”, a limited liability company incorporated under the laws of the Russian
Federation with registered number 1027739654986 whose registered office is at 115114, Moscow, Derbenevskaya street, building 15B, floor
4, office VI.


 


“HS Publishing”
means Limited Liability Company “HS Publishing”, a limited liability company incorporated under the laws of the Russian Federation
with registered number 1157746721395 whose registered office is at 115114, Moscow, Derbenevskaya street, building 15B, Floor 6, office
VI.


 


“Indebtedness” means,
in respect of any Group Company, any borrowing or indebtedness in the nature of borrowing (including any indebtedness for monies borrowed
or raised under any bank or third party Guarantee, acceptance credit, bond, note, bill of exchange or commercial paper, letter of credit,
finance lease, hire purchase agreement, forward sale or purchase agreement or conditional sale agreement or other transaction having
the commercial effect of a borrowing and all finance, loan and other obligations of a kind required to be included in the balance sheet
of such person pursuant to applicable accounting standards, and any amounts owing or payable under any financing or quasi-financing arrangement
which would not need to be shown or reflected in any such balance sheet) except for any accounts payable arising in the Ordinary Course
of Business.


 


“Indemnified Person”
means each of the Buyer and each Group Company.


 


“Indemnities” means
the indemnity obligations of the Sellers pursuant to Clause 10.15 and “Indemnity” shall mean any one of them.


 


“Indemnity Claim”
means a Claim under any Indemnity.


 


“Individual Shareholder Guarantees”
means the suretyship agreements to be entered into between each of the Individual Shareholder Guarantors and the Buyer on Completion
substantially in the form set forth in Schedule 11 (Form of individual Shareholder Guarantees) and “Individual
Shareholder Guarantee” means each and any of the Individual Shareholder Guarantees.


 


“Individual Shareholder Guarantor”
means each of the following individuals: (i) Mr. Veriasov Gennadii Vladimirovich; (ii) Ms. Shevchenko Iuliia Viktorovna; (iii) Mr. Lisitsin
Vladislav Vyacheslavovich; (iv) Mr. Shevchenko Vladimir Sergeyevich; (v) Mr. Gorfman Ilya Vadimovich; (vi) Mr. Bagautdinov Raul Shamilievich;
(vii) Mr. Sidorkin Maksim Petrovich; (viii) Mr. Protsenko Demid Nikolaevich; (ix) Mr. Astapenko Sergey Vitalievich; and (x) Mr. Zhuley
Ivan Sergeyevich and “Individual Shareholder Guarantors” means all of the Individual Shareholder Guarantors.


 






    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.***


 





“Individual Shareholders Share”
has the meaning given to it in paragraph 18(a) of Schedule 4.


 


“Information Technology”
means computer systems, communication systems, software, hardware and related services.


 


“Integration” means
the list of actions set out in Schedule 9 (Integration Plan).


 


“Integration Period”
means three (3) months, during which the Integration shall occur.


 


“Intellectual Property Rights”
means all rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: patent and industrial
property rights including invention patents, utility model patents and design patents; trade secret rights, rights in know-how and Confidential
Information; rights associated with works of authorship, including exclusive exploitation rights, copyrights, neighbouring rights and
moral rights, rights in designs, rights in computer software and database rights; trademark, whether registered or unregistered, and
any similar rights, including domain names; other Intellectual Property Rights in each case whether registered or unregistered; and rights
in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights
referred to above.


 


“Interim 2020 Accounts”
means the unaudited financial statements of each Group Company, in each case prepared in accordance with RAS as at, and for the 9-month
period ended, 30 September 2020, comprising, in each case, a balance sheet, a profit and loss account, notes to such financial statements,
copies of which have been Disclosed.


 


“InterMediaGroup”
means Limited Liability Company “InterMediaGroup”, a limited liability company incorporated under the laws of the Russian
Federation with registered number 5147746032176 whose registered office is at 115114, Moscow, Derbenevskaya Street, bld. 15B, Floor 7,
office I.


 


“Intra-group Indebtedness”
means all debts, liabilities (whether actual, contingent or prospective) or obligations owed by a Group Company to the other Group Company.


 


“IP Claim” means
a Claim by the Buyer in relation to or for breach of any Warranty in paragraph 16 of Part 1 of Schedule 3.


 


“Key Employee” means
any of Chernov Dmitry Leonidovich (Чернов Дмитрий Леонидович)
(Chief Sales Officer), Vilchinsky Alexey Igorevich (Вильчинский Алексей
 Игоревич) (Chief Technology Officer), Reshetnikova Lyubov Alexandrovna (Решетникова
 Любовь Александровна)
(Head of HR), Pshenichnikov Vladislav Valeryevich (Пшеничников Владислав
 Валерьевич) (Promotion Manager), Medvedeva Anna Vasilyevna (Медведева
 Анна Васильевна) (Chief Accountant).


 


“Leases” means the
leases of the Properties set out in Schedule 5 Part 1 (Leases).


 


“Legal Entities Register”
means the Unified State Register of Legal Entities in the Russian Federation.


 


“Letter of Credit 1”
means the letter of credit issued by Raiffeisenbank substantially in the form of Part A of Schedule 13 Part 3


 


“Letter of Credit 2”
means the letter of credit issued by Raiffeisenbank substantially in the form of Part B of Schedule 13 Part 3.


 






    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.***


 





“Letter of Credit 3”
means the letter of credit issued by Raiffeisenbank substantially in the form of Part C of Schedule 13 Part 3.


 


“Letter of Credit 4”
means the letter of credit issued by Raiffeisenbank substantially in the form of Part D of Schedule 13 Part 3.


 


“Letters of Credit”
means the Letter of Credit 1, the Letter of Credit 2, the Letter of Credit 3 and the Letter of Credit 4, and “Letter of Credit”
means any of them.


 


“Liquidation Event”
means any liquidation, winding up, termination as an entity by any other means or other insolvency process being initiated or commenced
against Seller 1 (including the application for or the making of any order, or the passing of any resolution).


 


“LLC Law” means
Russian Federation Federal Law No. 14-FZ “On Limited Liability Companies” dated 8 February 1998 (as amended).


 


“LoC Agreement”
means an agreement entered into by and between the Buyer and Raiffeisenbank for the purposes of the issuance of the Letters of Credit
substantially in the form of Schedule 13 Part 1.


 


“LoC Instruction 1”
means an instruction given by the Buyer to Raiffiesenbank to issue the Letter of Credit 1, substantially in the form of Part A of Schedule
13 Part 2.


 


“LoC Instruction 2”
means an instruction given by the Buyer to Raiffiesenbank to issue the Letter of Credit 2, substantially in the form of Part B of Schedule
13 Part 2.


 


“LoC Instruction 3”
means an instruction given by the Buyer to Raiffiesenbank to issue the Letter of Credit 3, substantially in the form of Part C of Schedule
13 Part 2.


 


“LoC Instruction 4”
means an instruction given by the Buyer to Raiffiesenbank to issue the Letter of Credit 4, substantially in the form of Part D of Schedule
13 Part 2.


 


“LoC Instructions”
means the LoC Instruction 1, the LoC Instruction 2, the LoC Instruction, 3 and the LoC Instruction 4, and “LoC Instruction”
means any of them.


 


“Long Stop Date”
means 15 February 2021 (or such other date as the Buyer and Seller 1 shall agree in writing).


 


“Losses” means all
awards, judgments, settlements, costs, expenses, liabilities, sanctions imposed by any Governmental Authority or arbitral panel, damages
and losses (including all interests, fines, penalties and legal and other professional costs and expenses).


 


“Lower Target Net Working
Capital” means RUB negative [***] (- RUB [***]).


 


“Management Accounts”
means the management accounts of each Group Company, comprising the profit and loss account, for the period beginning on 1 July 2020
and ending on the last day of the calendar month immediately preceding the month during which this Agreement is dated.


 


“Market Conditions”
means the prevailing market conditions in the Russian Federation during the relevant period caused by the COVID-19 pandemic in various
regions of the Russian Federation and the corresponding economic crisis.


 






    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.***


 





“Material Contract”
means each of the Contracts listed in Part 2 of Schedule 17 (Material Contracts).


 


“Material Counterparty”
has the meaning given to it in paragraph 12(a) of Schedule 3 (Seller Warranties), Part 1 (Non-tax Seller Warranties).


 


“Material IT Contract”
means a Material Contract pursuant to which any Group Company uses Business IT.


 


“Material License”
means each of the Contracts listed in Schedule 21 (Material Licenses).


 


“MoU” means the
memorandum of understanding between the Buyer and the Sellers in relation to the Transaction dated 17 February 2020, as amended on 12
August 2020.


 


“Mutual Conditions Precedent”
has the meaning given in Clause 7.5.


 


“N1 Restructuring”
means (i) - submission of application to Federal Service for Intellectual Property (Rospatent) with respect to the assignment of trademark
No 767628 and trademark No 767629, registered in the Russian Federation, based on the trade mark agreement between LLC N1 Technologies
and the Company and in accordance with the corporate resolution for the distribution of dividends in kind at a balance sheet value of
RUB [***] (ii) the assignment of the “N1” web product and mobile applications N1.ru on Android and iOS platforms based on
the software assignment agreement between LLC N1 Technologes and the Company and in accordance with the corporate resolution for the
distribution of dividends in kind at a balance sheet value of approximately RUB [***] and (iii) execution of the IT development services
between LLC N1 Technologies and the Company whereby LLC N1 Technologies will provide certain services to the Company with respect to
the “N1” web product and mobile applications N1.ru on Android and iOS platforms.


 


“N1 Restructuring Expenses”
means an amount equal to [***].


 


“Net Debt” means
the consolidated net debt of the Group as at Completion as determined in accordance with Schedule 6 (Completion Statements).


 


“Net Working Capital”
means the working capital of the Group as determined in accordance with Schedule 6 (Completion Statements).


 


“Notary” means notary
public Tochkin Dmitry Valerievich, a notary of the City of Moscow whose office is located at: 12 Presnenskaya embankment, “Federation
East Tower”, 56th floor, office 19, Moscow, 123317, Russian Federation, agreed by the Buyer and Seller 1, or such other notary
that the Buyer and Seller 1 may agree.


 


“OECD Convention”
means the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997.


 


“Ordinary Course of Business”
means the ordinary and usual course of business consistent with the way the business operations and routine transactions of the Group
were conducted during the 24-month period preceding the date of this Agreement (including pricing policies, price levels, marketing expenses,
staff turnover and measures taken in response to the Covid Restrictions).


 


“Organisational Documents”
means any articles of incorporation, articles of association, charter, by-laws or other constituent or organisational document of any
person required or contemplated by the Applicable Law for the creation or operation of such person.


 






    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.***


 





“Owned IPR” means
the Intellectual Property Rights owned by the Group Companies details of which are set out in Schedule 15 (The Intellectual Property
Rights), Part 1 (Owned IPR).


 


“Owned Registered IPR”
means any Owned IPR that is registered or is the subject of applications for registration.


 


“Party” means a
party to this Agreement and “Parties” shall mean the parties to this Agreement from time to time. Unless otherwise
provided, each of the Guarantors shall be a party to this Agreement only in respect of Clause 1, Clause 14, Clause 15 and Clauses
17 to 38 (inclusive) on and from Completion subject to Completion occurring.


 


“Participation Interests”
means individually and collectively, the Seller 1 Participation Interest, the Seller 2 Participation Interest, the Seller 3 Participation
Interest and the Seller 4 Participation Interest or any of them, together comprising one hundred per cent (100%) of the charter capital
of the Company, with a nominal value of RUB ten thousand seven hundred and ninety two and fourteen kopeks (10,792.14).


 


“Permitted Bonuses”
means the transaction bonuses in the amounts disclosed in writing to the Buyer, to be paid by the Company prior to Completion using a
letter of credit or escrow mechanism where the monies are released after Completion to [***]
in an aggregate amount not to exceed RUB [***]
gross.


 


“Personal Data”
has the meaning given to it in paragraph 17(a) of Schedule 3 (Seller Warranties), Part 1 (Non-tax Seller Warranties).


 


“Product Range”
means any and all bespoke software systems, databases and other bespoke computer programmes and/or services of any member of the Group
developed (including those under development), licensed, marketed, sold, distributed or otherwise commercially exploited in the normal
course of the business of a Group Company. This definition includes the software products known as “products” including
all source code, tools, data, databases and all updates, enhancements, additions, work in progress, user and/or technical documentation.


 


“Properties” means
the properties described in Schedule 5 (Properties) and “Property” means any of them.


 


“Provisional Payment”
means RUB one billion seven hundred and forty five million (1,745,000,000), payable by the Buyer to the Sellers pursuant to the Letters
of Credit or in accordance with Clause 3.7.


 


“Raiffeisenbank”
means the “Bank”, as such term is defined in the LoC Agreement.


 


“RAS” means the
rules of accounting and financial reporting as adopted for use in the Russian Federation in accordance with Federal Law No. 402-FZ “On
Accounting” (as amended) and other applicable legislation of the Russian Federation in force from time to time.


 


“Real Estate Classified Business”
means a business whose business model includes the placement of listings and/or advertisements from real estate agents, real estate agencies,
developers, real estate brokers and individuals in the segments of sale/purchase of residential, commercial property, country houses
and new housing developments; rent/lease of residential, commercial property, country houses (short and/or long-term); sale of leads
(including, but not limited to, in the form of calls, emails, electronic messages) to real estate agents, real estate agencies, developers,
real estate brokers and individuals.


 






    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.***


 


“Registering Authority”
means Interdistrict Inspectorate of the Federal Tax Service No. 16 for Novosibirsk region or a replacing Governmental Authority.


 


“Related Party Agreement”
means those agreements listed in ‎Schedule 14 (Related Party Agreements).


 


“Relevant Actual Knowledge”
has the meaning given in paragraph 12(a) of Schedule 4.


 


“Relevant Matter”
has the meaning given to it in paragraph 6 of Schedule 4 (Seller Limitations).


 


“Relevant Proportion”
shall mean the percentage set out against each Seller’s name in Part 2 of Schedule 4; the Relevant Proportion in respect of a Seller’s
liability shall mean the maximum proportion of any Claim which each Seller may be held individually liable. To the extent the Relevant
Proportion is used to calculate a numeral such calculation shall be made to the nearest Rouble.


 


“Relief” means any
allowance, credit, deduction in relation to Tax, or set-off or any right to repayment of Tax.


 


“Reporting Accountants”
has the meaning given to it in Clause 6.3.


 


“Representative”
means with respect to any person, any officer, manager, director, employee, agent, attorney, accountant or advisor of such person.


 


“Response Actions”
means steps and actions which are reasonably required to be promptly or immediately taken by any Group Company to counteract the adverse
effect of any Covid Restrictions imposed during the period between the date of this Agreement and Completion Date in the regions of the
Russian Federation where the Group operates.


 


“Restricted Period”
has the meaning given to it in Clause 12.1(a).


 


“Restricted Person”
means any person listed in Schedule 18.


 


“Restricted Territory”
means the Russian Federation and the CIS Countries.


 


“Retained Records”
has the meaning given to it in Clause 13.3(b).


 


“RUB” or “Rouble”
means the lawful currency of the Russian Federation.


 


“Sanctioned Person”
means any person included in a Sanctions List, or in the OFAC Sectoral Sanctions Identification (SSI) List, or otherwise targeted by
or with whom trading is restricted under any Sanctions Laws, or an Affiliate of any of the foregoing.


 


“Sanctions Laws”
means the financial, economic, sectoral and other sanctions laws, rules and regulations issued, administered or enforced by the United
Nations Security Council; any United States Governmental Authority, including OFAC, the U.S. Department of State, the U.S. Department
of Commerce or any other U.S. government authority or department; the European Union, including restrictive measures implemented pursuant
to any EU Council or Commission Regulation or Decision; the United Kingdom, including Her Majesty’s Treasury or any other United
Kingdom government department or agency; or the Russian Federation.


 






    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.***


 





“Sanctions List”
means the Specially Designated Nationals and Blocked Persons List maintained by OFAC, the Consolidated List of Financial Sanctions Targets
and Investment Ban List maintained by Her Majesty’s Treasury, or any similar list maintained by, or public announcement of sanctions
designations made by, the economic sanctions authorities of the United States, the European Union, the United Nations or the Russian
Federation, each as amended, supplemented or substituted from time to time.


 


“Seller 1 Participation Interest”
means a [***]% participatory interest in the charter capital of the Company, with the nominal value of RUB [***].


 


“Seller 1 Obligations”
means all monies, debts and liabilities of any nature from time to time due or owing from Seller 1 to the Buyer (including, without limitation,
any amounts payable under the Indemnities or in connection with a breach of any Warranty or any other obligation of the Sellers under
any Transaction Document).


 


“Seller 2 Participation Interest”
means a [***]% participatory interest in the charter capital of the Company, with the nominal value of RUB [***].


 


“Seller 3 Participation Interest”
means a [***]% participatory interest in the charter capital of the Company, with the nominal value of RUB [***].


 


“Seller 4 Participation Interest”
means a [***]% participatory interest in the charter capital of the Company, with the nominal value of RUB [***].


 


“Seller Beneficiaries”
means the following individuals: Seller 3, Mr. [***], Mr. [***], Mr. [***] and Mr. [***] and “Seller Beneficiary” means any one of them.


 


“Sellers Claim”
means a claim against the Buyer under or in connection with this Agreement or the Transfer Instrument.


 


“Seller Document”
means a Transaction Document to which a Seller is a party.


 


“Seller Related Entities”
means in respect of the Individual Shareholder Guarantors and their respective Affiliates and in respect of each of Seller 2, Seller
3 and Seller 4 such Seller and his Affiliates.


 


“Seller Relevant Matter”
has the meaning given to it paragraph 5 of Schedule 8.


 


“Seller Retained Records”
has the meaning given to it in Clause 13.4(a).


 


“Seller Third Party Claim”
has the meaning given to it in paragraph 6 of Schedule 8.


 


“Sellers’ Accountants”
means finance employees of the Seller 1 Group.


 


“Seller 1 Bank
Account” means the following account with HSBC France Amsterdam Branch:


 


Account name: Hearst Shkulev Digital
Regional Network, B.V.


Address: Moermanskkade 500, 1013BC,
Amsterdam, The Netherlands


Account Number: [***]


IBAN: [***]


Beneficiary Bank: HSBC FRANCE, AMSTERDAM
BRANCH, Swift HSBCNL2A


Correspondent Bank (Beneficiary):
HSBC Bank PLC, LONDON, Swift MIDLGB22


Account: [***]





Correspondent Bank: OOO HSBC Bank
(RR) Moscow, Swift BLICRUMM


BIK: [***]


cor.acc/ [***]


 






    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.***


 


“Seller 2 Bank
Account” means the following account:


 


Payee Bank: Tinkoff Bank AO


Correspondent Account: [***]


BIC: [***]


Payee: Dorozhkin Evgeny Alexeyevich


Payee Account: [***]


 


“Seller 3 Bank
Account” means the following account:


 


Payee Bank: Tinkoff Bank AO


Correspondent Account: [***]


BIC: [***]


Payee: Astapenko Sergey Vitalievich


Payee Account: [***]


 


“Seller 4 Bank
Account” means the following account:


 


Payee Bank: Tinkoff Bank AO


Correspondent Account: [***]


BIC: [***]


Payee Baibaratsky Alexander Ivanovich


Payee Account: [***]


 


“Sellers’ Bank Accounts”
means each of the Seller 1 Bank Account, Seller 2 Bank Account, Seller 3 Bank Account and Seller 4 Bank Account, as the case requires.


 


“Sellers’ Counsel”
means Morgan, Lewis & Bockius LLP.


 


“Sellers’ Group”
means each Seller, HS Media, HSHD and VSA (each, a “Seller Group Company”).


 


“Sellers’ Representative”
has the meaning given to it in Clause 33.


 


“Senior Employee”
means an Employee whose remuneration (including any bonuses, commissions, share option, share incentive, profit related pay or other
incentive pay) exceeds RUB two million (2,000,000) per annum;


 


“Staff Member” means
an Employee, a Director, and/or an individual who is otherwise engaged by a Group Company on the basis of a contract for works or services,
consultancy, copyright or any other type of contract.


 


“Statement” has
the meaning given to it in Clause 19.2.


 


“Subsidiaries” means
each company listed in Schedule 1 Part 2 (Details of the Subsidiaries).


 


“Subsidiary Participation
Interest” means the participation interest in the charter capital of each of the Subsidiaries owned by the Company.


 


“Supplementary Disclosure
Letter” has the meaning given to it in Clause 10.13.


 






    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.***


 





“Surviving Provisions”
means Clause 1 (Definitions and Interpretation), Clause 7.3, Clause 17 (Announcements and Confidentiality),
Clause 18 (Assignment), Clause 19 (Entire Agreement), Clause 21 (Costs), Clause 22 (Effect
of Termination), Clause 23 (Payments), Clause 25 (Cumulative Rights), Clause 26 (Third
Party Rights), Clause 27 (Waiver), Clause 28 (Variations), Clause 29 (Invalidity),
Clause 32 (Communications), Clause 33 (Counterparts), Clause 35 (Governing Law) and
Clause 36 (Arbitration Agreement).


 


“Tax”, and “Taxation”
means all forms of taxation including withholdings, duties, imposts, levies, value added tax, social security contributions imposed,
assessed or enforced by any Governmental Authority (whether in the Russian Federation or any other jurisdiction as applicable), in all
cases being in the nature of taxation, and any interest, penalty, surcharge or fine in connection therewith, in each case whether levied
by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments
to a Governmental Authority on account of tax, whenever and wherever imposed and whether chargeable directly or primarily against or
attributable directly or primarily to a Group Company or any other person.


 


“Tax Audit” means
an examination and verification of a person’s financial, Tax and accounting records and supporting documents by a competent Tax
Authority for the purpose of verifying such person’s tax calculations and payments as well as overall compliance with the applicable
Tax law conducted in-chambers or at such person’s place of business.


 


“Tax Authority”
means any Governmental Authority competent to impose any Tax, or responsible for the administration and/or collection of Tax or enforcement
of any law in relation to Tax, in any jurisdiction.


 


“Tax Claim” means
a Claim by the Buyer or any other Indemnified Party in relation to or for breach of the Tax Indemnity and/or Tax Warranties.


 


“Tax Indemnity”
means the indemnity set out in Clause 10.15(b)


 


“Tax Liability”
means:


 


		(a)	any liability of any Group Company to
                                            make payment or increased payment of Tax; and



 


		(b)	the utilisation of Buyer’s Relief
                                            against any Tax where, but for such utilisation, the Group Company would have had a Tax Liability
                                            falling within (a), in which case the amount of the Tax Liability shall be equal to the amount
                                            of the Tax saved.



 


“Tax Warranty” means
any Warranty set out in Schedule 3 (Seller Warranties), Part 2 (Tax Warranties).


 


“Third Party Claim”
has the meaning given to it in Schedule 4 (Seller Limitations).


 


“Title Claim” means
a Claim by the Buyer or any other Indemnified Party in relation to or for breach of any Fundamental Warranty or the Indemnity in Clause
10.15(a).


 


“Traffic Purchase Agreement”
means the Agreement between the Company and the City Portals Entity to be entered into on or prior to Completion substantially in the
form of Schedule 10 (Form of Traffic Purchase Agreement).


 






    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.***


 





“Transaction” means
the transaction contemplated by this Agreement (or any part of that transaction).


 


“Transaction Documents”
means this Agreement, the Disclosure Letter, the Deed of Undertaking, the Individual Shareholder Guarantees, the Transfer Instrument
and all other documents entered into in connection with any of them.


 


“Transfer Instrument”
means the sale and purchase agreement to be executed by the Sellers and the Buyer and certified by the Notary for the transfer of the
Participation Interests from the Sellers to the Buyer substantially in the form set forth in Schedule 12 (Form of Transfer Instrument).


 


“Upper Target Net Working
Capital” means negative RUB [***] (- RUB [***]).


 


“USD” means United
States dollars, the lawful currency of the United States of America.


 


“Used IPR” means
any Business IPR other than the Owned IPR.


 


“VAT” means value
added tax levied in accordance with the Russian Tax Code.


 


“VAT Transition”
has the meaning given to it in paragraph 17 of Schedule 4.


 


“VIAC” has the meaning
given to it in Clause 36 (Arbitration Agreement).


 


“Vienna Rules” has
the meaning given to it in Clause 36 (Arbitration Agreement).


 


“VSA” means VS Alliance
Limited, registered office at Dixcart House Addlestone Road, Bourne Business Park, Addlestone, Surrey, KT15 2LE.


 


“Warranties” means
the representations and warranties given by each Seller contained in Schedule 3 (Seller Warranties).


 


“Warranty Claim”
means a Claim involving or relating to a breach of any of the Warranties (other than Tax Claim).


 


		1.2	In this Agreement, unless otherwise stated:



 


		(a)	reference to this Agreement is to this
                                            agreement as varied, supplemented, novated or restated from time to time;



 


		(b)	reference to a document or a provision
                                            of a document is to that document or provision as varied, supplemented, novated or restated
                                            from time to time;



 


		(c)	reference to a document being in “agreed
                                            form” is to that document in the form approved and for identification purposes
                                            signed or initialled by or on behalf of the Buyer and Seller 1;



 


		(d)	reference to a statute or statutory provision
                                            includes a reference to:



 


		(i)	any statutory amendment, consolidation or
                                            re-enactment of it;



 


		(ii)	all orders, regulations, instruments or
                                            other subordinate legislation made under it; and



 





		(iii)	any statute or statutory provision of
                                            which it is an amendment, consolidation or re-enactment;



 






    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.***


 


		(e)	reference to a “Party”
                                            is to a party to this Agreement and includes a reference to that Party’s successors
                                            and permitted assignees;



 


		(f)	reference to a “person”
                                            includes a legal or natural person, partnership, association, trust, company, corporation,
                                            joint venture, government, state or agency of the state or other body;



 


		(g)	reference to a governmental, regulatory
                                            or administrative authority or other agency or body that ceases to exist or is reconstituted,
                                            renamed or replaced or has its powers or function removed, means the agency or body which
                                            performs most closely the functions of that authority, agency or body;



 


		(h)	a Clause or Schedule is to a Clause of
                                            or Schedule to this Agreement and any reference to this Agreement includes its Schedules;



 


		(i)	the terms “parent undertaking”,
                                            “subsidiary undertaking” and “undertaking” shall
                                            be interpreted in accordance with the Companies Act 2006;



 


		(j)	the term “connected person”
                                            has the meaning given to it in section 1122 Corporation Tax Act 2010 and any references to
                                            persons being “connected” shall have a corresponding meaning;



 


		(k)	a reference to one gender is a reference
                                            to all or any genders, and references to the singular include the plural and vice versa,
                                            unless the context requires otherwise; and



 


		(l)	reference to the time of day is to the
                                            time in Moscow.



 


		1.3	In this Agreement the interpretation of general
                                            words shall not be restricted by words indicating a particular class or particular examples
                                            and “including”
                                            means “including without
                                            limitation”.



 


		1.4	The interpretation of any indemnity given
                                            by the Sellers shall not be limited by reference to any provision in Schedule 3 (Seller
                                            Warranties) and the Parties agree that any such indemnity is a separate standalone
                                            right of the Buyer (which may overlap with and extend beyond other rights it has save in
                                            so far as double recovery in respect of any Loss is not permitted). This Clause 1.4 does
                                            not in any way limit the application of Schedule 4 (Seller Limitations)
                                            to any indemnity herein.



 


		1.5	“To the extent that” and “if
                                            and to the extent that” both mean “if and then only in so far as”; they
                                            shall operate in a measured way, proportionate to the degree to which the relevant condition,
                                            matter or circumstance has been satisfied, exists or is the case; and they do not mean simply
                                            “if”.



 


		1.6	The headings in this Agreement are for ease
                                            of reference only and are to be ignored when interpreting this Agreement.



 






    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.***


 


		1.7	To determine whether a monetary limit or threshold
                                            set out in this Agreement has been reached or exceeded, any amounts not stated in RUB or
                                            for which a conversion rate is not stated, shall be converted into RUB at the Exchange Rate
                                            on the relevant date. The relevant date is;



 





		(a)	when determining whether a limit or threshold
                                            in a Warranty has been reached or exceeded, the date at which the Warranty is given;



 


		(b)	when determining whether a threshold in
                                            Schedule 4 (Seller Limitations) has been exceeded, the date a Warranty Claim
                                            is notified; and



 


		(c)	when determining whether a threshold in
                                            Clause 8.2 has been exceeded, the date the relevant transaction was entered into or undertaken
                                            (as the case may be) in the relevant period.



 


		2.	Sale and Purchase



 


		2.1	On and subject to the terms and conditions
                                            of this Agreement, the Sellers agree to sell, and the Buyer agrees to purchase, the ownership
                                            title to the Participation Interests.



 


		2.2	The Participation Interests shall be sold
                                            at and with effect from Completion free from all Encumbrances and together with all rights
                                            attached to or accruing to them at Completion (including the right to receive all distributions
                                            attributable to the Participation Interests after the Completion Date).



 


		2.3	Each Seller covenants to the Buyer on a several
                                            basis that it has, and shall have at the Completion Date, the right to transfer ownership
                                            title to its Participation Interest to the Buyer.



 


		2.4	Each Party agrees and acknowledges that:



 


		(a)	this Agreement shall be governed by and
                                            construed in accordance with the laws of England and Wales and shall not be subject to the
                                            provisions of the Civil Code of the Russian Federation (including, without limitation, articles
                                            429, 429.1, 429.3, 431.2, 434.1 and/or 435 of the Civil Code of the Russian Federation);



 


		(b)	this Agreement establishes obligations
                                            of the Buyer and the Sellers to execute, subject to the Conditions Precedent and the terms
                                            and conditions of this Agreement and following the fulfilment by the other of its relevant
                                            obligations in accordance with Schedule 2 (Completion Formalities), the Transfer
                                            Instrument to transfer the Participation Interests from each Seller to the Buyer on the terms
                                            and conditions of this Agreement, as well as other obligations of the Buyer and the Sellers
                                            (including, without limitation, Warranties and Indemnities); and



 


		(c)	the Buyer shall not be obliged to complete
                                            the purchase of any of the Participation Interests unless the sale of all the Participation
                                            Interests is completed simultaneously in accordance with this Agreement.



 






    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.***


 


		3.	Consideration



 


		3.1	The aggregate Consideration payable by the
                                            Buyer for the sale of the Participation Interests shall be equal to the sum of:



 


		(a)	the Completion Consideration
                                            (comprising the Provisional Payment payable to the Sellers in the Relevant Proportion pursuant
                                            to the Letters of Credit or Clause 3.6, as the case may be, and any adjustment payable by
                                            the Buyer to the Sellers or the Sellers to the Buyer in accordance with Clause 4); and



 


		(b)	the Deferred Consideration.



 


		3.2	The completion consideration is RUB one billion
                                            seven hundred and forty five million (1,745,000,000) (the “Completion Consideration”),
                                            subject to adjustment in accordance with the provisions of Clause 4 (Adjustments to
                                            Consideration).



 


		3.3	LoC Agreement and the Completion Notice



 


The Buyer shall:


 


		(a)	Execute the LoC Agreement,
                                            in good faith, promptly following the date of this Agreement; then



 


		(b)	subject to the LoC Agreement being entered
                                            into by Raiffeisenbank, within fifteen (15) Business Days from the date of this Agreement
                                            deposit the amount equal to the Provisional Payment in Raiffeisenbank; then



 


		(c)	subject to Clause 3.3(b)
                                            occurring, acting in good faith, promptly following the deposit of the Provisional Payment
                                            provide the LoC Instructions to Raifeissenbank; and then



 


		(d)	upon establishment of the Letters of Credit
                                            by Raiffeisenbank and not earlier than five (5) Business Days from date of this Agreement,
                                            acting in good faith, give written notice to the Sellers (such notice to enclose the Letters
                                            of Credit, if the Letters of Credit are not received by the Sellers from Raiffeisenbank directly)
                                            (the “Completion Notice”).



 


		3.4	The Buyer undertakes to the Sellers to comply
                                            with the LoC Agreement for as long as the Letters of Credit are in force.



 


		3.5	The Buyer shall, acting
                                            in good faith, provide a notarized copy of the Transfer Instrument to Raiffeisenbank, promptly
                                            following the execution and notarization of the Transfer Instrument.



 


		3.6	If the information about the transfer of the
                                            Participation Interests from the Sellers to the Buyer was duly registered in the Legal Entities
                                            Register, but Raiffiesenbank refuses to release funds under a Letter of Credit for the reason
                                            of a discrepancy between the documents provided to Raiffeisenbank by a Seller and the terms
                                            of such Letter of Credit, the Buyer and the Sellers shall use their commercially reasonbale
                                            endeavours to procure that Raiffeisenbank amends the terms and conditions of such Letter
                                            of Credit in a way that would allow Raiffeisenbank to process the payment to such Seller
                                            under such Letter of Credit.



 


		3.7	If the Sellers have duly submitted all documents
                                            to Raiffeisenbank so that the funds could be remitted to the Sellers under the Letters of
                                            Credit, but Raiffeisenbank fails to pay to any Seller under a Letter of Credit and, thereafter,
                                            the Sellers and the Buyer have exhausted their commercially reasonbale endeavours to have
                                            the terms and conditions of the Letters of Credit amended so that the unpaid funds could
                                            be remitted to the Sellers under the Letters of Credit as set out in Clause 3.6 above, and
                                            Raiffeisenbank has returned the funds (or the relevant portion thereof) deposited by the
                                            Buyer in Raiffeisenbank pursuant to Clause 3.3(b), and the information about the due transfer
                                            of the Participation Interests from the Sellers to the Buyer is duly registered in the Legal
                                            Entities Register, the Buyer shall pay to such Seller his Relevant Portion of the Provisional
                                            Payment within three (3) Business Days of the receipt of the payment demand from such Seller.



 


		3.8	Subject to the provisions of Clause 4 (Adjustments
                                            to Consideration), the Buyer shall pay the balance of the Completion Consideration
                                            to each of the Sellers’ Bank Accounts, if any, being the amount of the Completion Consideration
                                            reduced by the Provisional Payment, once the Completion Statements have been agreed or determined
                                            in accordance with Clause 6 and Schedule 6 (Completion Statements).



 






    23


     


    

 


*** 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.***


 


		3.9	Subject to the terms of
                                            Clause 3.8, the Buyer shall pay the balance of the Completion Consideration (if any) and
                                            the Deferred Consideration at the same time. Such payment shall be paid to and allocated
                                            amongst the Sellers in the Relevant Proportions.



 


		3.10	Any amount paid (or otherwise satisfied)
                                            by a Seller to or in favour of the Buyer by way of:



 


		(a)	any downward adjustment
                                            to the Completion Consideration;



 


		(b)	any Claim; or



 


		(c)	otherwise pursuant to
                                            this Agreement,



 


		(d)	shall be and shall be
                                            deemed (as far as legally permitted) to be pro tanto a reduction to the Consideration. If
                                            any payment is made in respect of any Indemnity Claim to any Indemnified Person (other than
                                            the Buyer) the Consideration shall similarly be deemed to have been reduced by amount of
                                            such payment thereunder. The Buyer shall not be concerned with or obliged to procure in any
                                            way that any reduction in the Consideration is re-allocated amongst the Sellers in accordance
                                            with the Relevant Proportions.



 


		3.11	The Buyer shall pay any
                                            and all fees and commissions of Raiffeisenbank associated with the issuance and performance
                                            of the Letters of Credit.



 


		3.12	The fees and expenses of
                                            the Notary shall be borne by the Buyer and the Sellers in equal proportions. The Sellers’
                                            share of Notary costs shall be allocated amongst the Sellers according to the Relevant Proportions.



 


		3.13	Each Party shall pay its
                                            own Taxes under Applicable Law in connection with the transactions contemplated by this Agreement,
                                            including the payment of the Consideration.



 


		4.	Adjustments to Consideration



 


		4.1	The Completion Consideration
                                            shall be subject to adjustment as follows:



 


Net Debt and Net Working Capital


 


		(a)	if Net Debt is a negative amount, the
                                            Completion Consideration shall be reduced (on a Rouble for Rouble basis) by an amount equal
                                            to the absolute value of Net Debt; or



 


		(b)	if Net Debt is a positive amount, the
                                            Completion Consideration shall be increased (on a Rouble for Rouble basis) by an amount equal
                                            to the amount of Net Debt;



 


		(c)	if Net Working Capital is less than the
                                            Lower Target Net Working Capital, the Completion Consideration shall be reduced (on a Rouble
                                            for Rouble basis) by an amount equal to the deficit; and



 


		(d)	if Net Working Capital is greater than
                                            the Upper Target Net Working Capital, the Completion Consideration shall be increased (on
                                            a Rouble by Rouble basis) by an amount equal to the excess; and



 






    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.***


 


		4.2	The Buyer and each of the Sellers shall procure
                                            that the Completion Statements shall be prepared and agreed or determined in accordance with
                                            Clause 6 and Schedule 6 (Completion Statements) in order to ascertain Net Debt
                                            and Net Working Capital and, accordingly, the amount of the Completion Consideration and:



 


		(a)	if the Completion Consideration exceeds
                                            the Provisional Payment, the Buyer shall pay to the Sellers an amount equal to such excess,
                                            and such excess payment shall be paid to and allocated amongst the Sellers in the Relevant
                                            Proportions; or



 


		(b)	if the Completion Consideration is less
                                            than the Provisional Payment the Sellers in the Relevant Proportions shall pay to the Buyer
                                            an amount equal to such shortfall.



 


		4.3	The Buyer and the Sellers shall each procure
                                            that any payments required to be made pursuant to Clause 4.2 shall be made within ten (10)
                                            Business Days after the Completion Statements have been agreed or determined in accordance
                                            with Clause 6 and Schedule 6 (Completion Statements). If a payment under Clause
                                            4.2 is due to the Sellers, it shall be made by the Buyer in RUB to each the Sellers’
                                            Bank Accounts and if a payment under Clause 4.2 is due to the Buyer, it shall be made by
                                            the Sellers or any of them in RUB to the Buyer’s Bank Account.



 


		5.	TRANSFER of Title to Participation Interests



 


		5.1	At Completion, the Buyer and each of the Sellers
                                            shall take the steps required of the Buyer and a Seller under Applicable Law to procure that
                                            the Transfer Instrument is duly certified by the Notary and information about the transfer
                                            of the Participation Interests from a Seller to the Buyer is duly registered in the Legal
                                            Entities Register as soon as practicable in accordance with Applicable Law and the terms
                                            and conditions of this Agreement.



 


		5.2	Each Party shall, acting in good faith, promptly
                                            provide the other Party, the Notary and the Registering Authority (as the case may be) with
                                            all assistance, information and documents that the Registering Authority and/or the Notary
                                            may require for the purposes of notarial certification of the Transfer Instrument, execution
                                            and submission of the Application and/or procuring state registration of the transfer of
                                            the Participation Interests from the Sellers to the Buyer with the Legal Entities Register.



 


		5.3	The Buyer and the Sellers agree and acknowledge
                                            that the Transfer Instrument is executed with the purpose to effect the transfer of the Participation
                                            Interests from the Sellers to the Buyer in accordance with Applicable Law and is subject
                                            to certification by the Notary in accordance with clause 11 of article 21 of the LLC Law.
                                            If there is a conflict or discrepancy between the Transfer Instrument and this Agreement,
                                            this Agreement shall prevail.



 


		5.4	The Buyer and the Sellers agree and acknowledge
                                            that any claims (including counterclaims) or defences that a Party may otherwise have against
                                            the other Party under or in relation to the Transfer Instrument shall be made or raised solely
                                            under the terms of this Agreement.



 


		6.	Completion statements



 


		6.1	The Sellers shall prepare and deliver a draft
                                            of the Completion Statements to the Buyer within twenty one (21) Business Days after Completion.
                                            The Completion Statements shall be drawn up in accordance with the provisions set out in
                                            this Clause 6 and Schedule 6 (Completion Statements). The Buyer
                                            shall provide, and shall procure that the Buyer’s Accountants provide, all assistance
                                            reasonably requested by the Sellers or the Seller 1 Accountants in the preparation of the
                                            Completion Statements.



 






    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.***


 


		6.2	The Buyer may within ten (10) Business Days
                                            following the delivery of the draft Completion Statements deliver to the Sellers a report
                                            setting out the details of any items in the draft that it disputes, specifying any adjustments
                                            which in its opinion should be made and providing supporting evidence for them; if it does
                                            so, all other items in the draft shall be deemed to be agreed. If the Buyer does not provide
                                            a report complying with the preceding provisions of this Clause 6.2, the draft Completion
                                            Statements shall be deemed to be agreed.



 


		6.3	The Buyer and the Sellers shall use their
                                            reasonable endeavours to reach agreement as to the adjustment (if any) required to be made
                                            in connection with any matter of disagreement notified in accordance with Clause 6.2
                                            above, but if any such matter remains in dispute ten (10) Business Days after notification,
                                            the dispute shall at the request of the Buyer or the Sellers be referred for final determination
                                            to the Reporting Accountants (as such term is defined in the next sentence). For the purposes
                                            of this Agreement, “Reporting Accountants” means such Big Four Firm as
                                            may be agreed between the Buyer and the Sellers within five (5) Business Days of a written
                                            request from either Party to the other to so agree, or failing such agreement, an accounting
                                            firm nominated by the President of the Institute of Chartered Accountants in England &
                                            Wales upon request of either Party. The Reporting Accountant shall not be the current auditor
                                            for the Company or either Party.



 


		6.4	The following provisions shall apply to the
                                            appointment of the Reporting Accountants:



 


		(a)	the Buyer and the Sellers shall each prepare
                                            a written statement of, and confined to, the matters in dispute and submit it, together with
                                            any supporting documents, to the Reporting Accountants promptly and in any event within fifteen
                                            (15) Business Days of their appointment;



 


		(b)	the Reporting Accountants’ terms
                                            of reference shall be to determine what adjustments (if any) are in their opinion required
                                            to be made to the Completion Statements in relation to the matters in dispute (as notified
                                            to them in accordance with paragraph a above);



 


		(c)	the Buyer and the Sellers shall co-operate
                                            in good faith to do everything reasonably necessary to procure the appointment of the Reporting
                                            Accountants and shall not unreasonably refuse to agree on the Reporting Accountants’
                                            terms of engagement;



 


		(d)	the Buyer and the Sellers shall each provide
                                            the Reporting Accountants with any further information which they reasonably request and
                                            the Reporting Accountants shall be entitled (to the extent they consider it appropriate)
                                            to base their opinion on such information;



 


		(e)	the Reporting Accountants shall be requested
                                            to make their determination as soon as reasonably practicable and in any event within twenty
                                            (20) Business Days of their receipt of the Buyer and the Sellers’ written statements
                                            (pursuant to paragraph (a) above);



 


		(f)	the Reporting Accountants shall act as
                                            experts and not arbitrators and their determination shall (in the absence of manifest error)
                                            be final and binding on the Buyer and the Sellers; and



 


		(g)	the Reporting Accountants’ costs
                                            shall be borne equally by the Buyer and the Sellers.



 






    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.***


 


		6.5	Upon the draft Completion Statements being
                                            agreed (or being deemed to be agreed) by the Buyer and the Sellers or being determined by
                                            the Reporting Accountants, those statements as so agreed (or deemed to be agreed), or determined,
                                            shall be the Completion Statements for the purposes of this Agreement and shall be final
                                            and binding on the Buyer and the Sellers and, without limitation, the amount of Net Debt
                                            and Net Working Capital shall be as stated on those statements.



 


		7.	Conditions and Termination



 


		7.1	Completion is conditional upon satisfaction
                                            (or waiver by the applicable Party) of each of the following conditions precedent (the “Conditions
                                            Precedent”):



 


		(a)	each of the Key Employees shall continue
                                            to be employed by the relevant Group Company and an employment agreement of such Key Employee
                                            shall have not been revoked or otherwise repudiated by the relevant Group Company. For the
                                            avoidance of doubt the voluntary resignation of a Key Employee is not covered by this Clause
                                            7.1(a);



 


		(b)	no material breach of the Warranties by
                                            the Sellers shall have occurred, provided that for purposes of this Clause 7.1(b) “material
                                            breach” means: (i) a breach of a Fundamental Warranty or (ii) a breach (or a series
                                            of breaches) of any Warranties for which the liability of the Seller, if the Buyer were to
                                            bring a Claim(s) (assuming for these purposes that the Buyer did not have any right of termination
                                            under this Agreement and Completion was effected notwithstanding the breach(es)), could reasonably
                                            be expected to exceed RUB [***] in aggregate;



 


		(c)	a Seller shall not be in material breach
                                            of any provision of Clauses 8.2(c), 8.2(e), 8.2(h), 8.2(i), 8.2(k), 8.2(l), 8.2(n), 8.2(p),
                                            8.2(q), 8.2(r), 8.2(s), 8.2(t), 8.2(w), 8.2(y), 8.2(z) 8.2(aa), 8.2(bb), 8.2(cc) and 8.2(dd)
                                            provided that for the purposes of this Clause 7.1(c) “material breach”
                                            means a breach for which the liability of the Sellers or any of them, if the Buyer were to
                                            bring a Claim(s) (assuming for these purposes that the Buyer did not have any right of termination
                                            under this Agreement and Completion was effected notwithstanding the breach(es)), could reasonably
                                            be expected to exceed RUB [***] in aggregate;



 


		(d)	no Applicable Law, including a decision
                                            or action of a Governmental Authority, shall have been enacted, issued, promulgated or enforced,
                                            and no change in Applicable Law shall have occurred, which has the effect of making any transactions
                                            contemplated by this Agreement or the other Transaction Documents illegal, or otherwise restraining
                                            or prohibiting consummation of such transactions, or causing any of such transactions to
                                            be rescinded following Completion; and no legal proceedings or action of any Governmental
                                            Authority shall have been commenced against any Party that seeks to prohibit, restrict or
                                            invalidate any transactions contemplated by this Agreement or other Transaction Documents;
                                            and



 


		(e)	none of the Parties (nor any of their
                                            Affiliates) nor any of the Group Companies is included on any Sanctions List, or shall have
                                            become a Sanctioned Person, and no Sanctions Laws shall prohibit or restrict the execution
                                            or performance of this Agreement or the other Transaction Documents or impose material Losses
                                            on a Party in connection with such execution or performance.



 






    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.***


 


		7.2	The Sellers shall use their reasonable endeavours
                                            to procure satisfaction of the Condition Precedent set out in Clause 7.1(a) as soon as reasonably
                                            practicable and in any event prior to the Long Stop Date.



 


		7.3	Each Party will notify the other Party promptly
                                            upon the satisfaction of any of the Conditions Precedent for which it is responsible under
                                            Clause 7.1 (other than in respect of those Mutual Conditions which can only be satisfied
                                            on the Completion Date). Upon written request from a Party, the other Party shall promptly
                                            provide an update on its progress concerning the satisfaction of the Conditions Precedent
                                            for which it is responsible pursuant to Clause 7.1 (other than in respect of those Mutual
                                            Conditions which can only be satisfied on the Completion Date).



 


		7.4	If, at any time, a Party becomes aware of
                                            a fact or circumstance that is reasonably likely to prevent any Condition Precedent from
                                            being satisfied by the Long Stop Date, it shall promptly provide written notice of the same
                                            to the other Party, including reasonable details and relevant supporting documentation with
                                            respect to such matters.



 


		7.5	The Buyer shall be entitled at its sole discretion
                                            to waive any or all of the Conditions Precedent set forth in Clauses 7.1(a) through 7.1(e)
                                            (“Buyer Conditions Precedent”) by notice to the Sellers at any time prior
                                            to 5.00 p.m. (Moscow time) on the Long Stop Date. The Buyer and the Sellers may jointly by
                                            agreement in writing waive any or all of the Conditions Precedent set forth in Clauses ‎7.1(d)
                                            and 7.1(e) (“Mutual Conditions Precedent”).



 


		7.6	This Agreement may be terminated:



 


		(a)	by either Seller 1 for and on behalf of
                                            the Sellers or the Buyer upon written notice to the other Party, if any of the Mutual Conditions
                                            Precedent has not been satisfied or waived by 5.00 p.m. (Moscow time) on the Long Stop Date;
                                            or



 


		(b)	by the Buyer upon written notice to the
                                            Sellers, if any of the Buyer Conditions Precedent has not been satisfied or waived by 5.00
                                            p.m. (Moscow time) on the Long Stop Date.



 


		7.7	Any termination pursuant to this Clause 7
                                            shall be subject to Clause 20 (Further Assurance).



 


		7.8	If the Agreement is terminated by the Buyer
                                            pursuant to Clause 7.6(b), as a result of non-satisfaction of the Conditions Precedent in
                                            Clauses 7.1(b) or 7.1(c), the Buyer shall provide to the Sellers a detailed written explanation
                                            setting out the circumstances on the basis of which the Buyer is exercising its termination
                                            right.



 


		8.	Pre-Completion covenants



 


		8.1	Until the earlier of Completion and this Agreement
                                            being terminated in accordance with its terms the Sellers shall (except only in relation
                                            to the extent that it first obtains the Buyer’s prior written consent expressly for
                                            the purposes of this Clause 8 (Pre-Completion Covenants), such consent
                                            not to be unreasonably withheld, or such consent is deemed obtained in accordance with Clause
                                            8.3):



 


		(a)	procure that the business of each Group
                                            Company is carried on only in the Ordinary Course of Business (including with respect to
                                            pricing, incentives, discounts, marketing, customer acquisition and support) so as to maintain
                                            it as a going concern and so as to maintain its assets, subject to the Response Actions;



 






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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)	procure that each Group Company operates
                                            its business in accordance with: (a) Applicable Law, (b) the terms of all material licences,
                                            registrations, concessions, permits, notifications and consents which are required for it
                                            to own or operate its assets or conduct its business or corporate affairs and (c) all agreements
                                            and arrangements which are binding on it, in each case in all material respects;



 


		(c)	refrain from doing, and shall procure
                                            that each Group Company shall refrain from doing, procuring or allowing anything which constitutes
                                            a breach of any of the Warranties.



 


		8.2	Without prejudice to the generality of Clause
                                            8.1, the Sellers shall procure that prior to Completion no Group Company shall do, or agree
                                            or commit to do, any of the following (except only to the extent that it first obtains the
                                            Buyer’s prior written consent expressly for the purposes of this Clause 8 (Pre-Completion
                                            Covenants), such consent not to be unreasonably withheld):



 


		(a)	Create any share capital or loan capital;



 


		(b)	Allot or issue or agree to allot or issue
                                            any share or loan capital (or an option to subscribe for or exchange conversion rights in
                                            respect of the same), or alter or agree to alter any of the rights attaching to its share
                                            or loan capital;



 


		(c)	Reduce, repay, redeem, purchase or effect
                                            any other reorganisation with respect to any of its share capital;



 


		(d)	Change or resolve to change its name or
                                            alter or resolve to alter its Organisational Documents, except as required by the Applicable
                                            Laws;



 


		(e)	Resolve to be voluntarily wound up;



 


		(f)	Declare or pay any dividend or make any
                                            other distribution of its assets or profits to any participant or other person;



 


		(g)	Pass any shareholder resolution, except
                                            in the Ordinary Course of Business, or as required to comply with Applicable Laws;



 


		(h)	Grant or issue or agree to grant or issue
                                            any mortgage, charge, debenture or security for money or redeem or agree to redeem any such
                                            mortgage, charge, debenture or security;



 


		(i)	Dispose of or agree to dispose of or grant
                                            any option in respect of its business or any part of its business;



 


		(j)	Enter into any agreement or incur any
                                            commitment involving any capital expenditure in excess of RUB ten million (10,000,000) per
                                            agreement or commitment;



 


		(k)	Enter into or amend in any material respect
                                            any agreement or incur any commitment which is not capable of being terminated without compensation
                                            at any time with three (3) months’ or shorter notice and which involves or may involve
                                            total annual expenditure in excess of RUB ten million (10,000,000) except in the Ordinary
                                            Course of Business.



 


		(l)	Incur any Indebtedness in excess of RUB
                                            seventy five million (75,000,000) in the aggregate or vary material terms of any existing
                                            Indebtedness, except for a Response Action;



 






    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.***


 


		(m)	Make any loan (other than the granting
                                            of any trade credit in the Ordinary Course of Business) to any person (other than another
                                            Group Company);



 


		(n)	Enter into, modify or terminate any contract,
                                            arrangement or commitment relating to, or affecting a material part of its business, including
                                            any Material Contract, except in the Ordinary Course of Business or as a Response Action
                                            and except for the termination of the agreements listed in items 26 and 27 of Schedule 17
                                            (Material Contracts) in accordance with paragraph 1(g) of Schedule 2 (Completion
                                            Formalities) and except the replacement of the party to the agreements listed in
                                            items 17, 24, 38, 39, 42, 44, 46 of Schedule 17 from the Subsidiary N1 Technologies LLC to
                                            the Company (Material Contracts).



 


		(o)	Acquire or dispose of, or agree to acquire
                                            or dispose of, any material asset involving consideration, expenditure or liabilities in
                                            excess of RUB ten million (10,000,000) except in the Ordinary Course of Business;



 


		(p)	Acquire or enter into a legally binding
                                            agreement to acquire any shares or other interest in any entity;



 


		(q)	Enter into a partnership or joint venture
                                            agreement or arrangement;



 


		(r)	Dispose of any interest or grant any right
                                            in respect of any real estate or acquire any interest in real estate;



 


		(s)	Enter into any leasing, hire purchase,
                                            conditional sale or other agreement or arrangements for payment on deferred terms with a
                                            value in excess of RUB ten million (10,000,000) per annum in relation to each transaction
                                            (or series of related transactions);



 


		(t)	Make any change in the terms and conditions
                                            of employment (including in relation to salaries, fees or benefits) or pension benefits of
                                            any Staff Member, except in the Ordinary Course of Business, except for: (i) payment of the
                                            Permitted Bonuses and (ii) the Response Actions which, in the aggregate, do not cause an
                                            increase in the overall expenses of the Group for remuneration of its Staff Members (including
                                            any bonuses) or a reduction in the overall expenses of the Group for remuneration of its
                                            Staff Members (including any bonuses) of more than twenty per cent (20%);



 


		(u)	Save with respect to the appointment of
                                            a new Chief Executive Officer, employ or appoint, or make any changes to the terms and conditions
                                            of employment of any Senior Employee;



 


		(v)	Save with respect to the appointment of
                                            a new Chief Executive Officer, terminate the employment or consultancy arrangement of any
                                            Director or Senior Employee other than (i) “for cause” on grounds that justify
                                            summary termination; or (ii) by voluntary termination of such Director or Employee;



 


		(w)	Institute, settle or agree to settle any
                                            legal proceedings relating to its business where the amount of the claim in question is in
                                            excess of RUB one million (1,000,000) (save for debt collection in the Ordinary Course of
                                            Business) except for a Response Action;



 


		(x)	Permit or suffer any of its insurances
                                            to lapse or do anything which could make any such policy of insurance void or voidable, except
                                            in the Ordinary Course of Business;



 






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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.***


 


		(y)	Incur any liabilities between itself and
                                            a Seller or a Seller Related Entity except for remuneration in the Ordinary Course of Business
                                            and at the rates current before the date of this Agreement;



 


		(z)	grant or modify or agree to terminate
                                            any rights or enter into any agreement relating to the Intellectual Property Rights or otherwise
                                            permit any of its rights relating to the Intellectual Property Rights to lapse, except in
                                            the Ordinary Course of Business and for the Response Actions and except for the termination
                                            of the agreement listed in item 28 of Schedule 17 (Material Contracts) in accordance
                                            with paragraph 1(g) of Schedule 2 (Completion Formalities).



 


		(aa)	Make any material change to any of its
                                            methods, policies, principles or practices of Tax accounting or methods of reporting or claiming
                                            income, losses or deductions for Tax purposes, save as required by Applicable Law;



 


		(bb)	Enter into any material agreement with
                                            any Tax Authority, or terminate or rescind any material agreement with a Tax Authority that
                                            is in effect on the date of this Agreement, save as required by Applicable Law;



 


		(cc)	Make or amend any material claim, election
                                            or option relating to Taxation or amend any Tax return in any material respect or change
                                            its residence for Tax purposes or establish a permanent establishment in a jurisdiction in
                                            which it did not previously have such an establishment, save as required by Applicable Law;
                                            or



 


		(dd)	Make any change to its accounting practices
                                            or policies, save as required by Applicable Law.



 


		8.3	For the purposes of this Clause 8, the consent
                                            of the Buyer shall be deemed to be given if:



 


		(a)	consent is requested by a Seller and the
                                            Buyer does not respond within five (5) Business Days;



 


		(b)	the action or matter in question is required
                                            under Applicable Law; or



 


		(c)	the action or matter in question is required
                                            to comply with any of the Transaction Documents.



 


		8.4	For the purposes of Clause 8.3(a):



 


		(a)	the Sellers shall make any such request
                                            to the following email addresses: mikhail.lukianov@cian.ru and alexander.garbuzov@cian.ru;
                                            and



 


		(b)	the Buyer shall respond to any such requests
                                            to the following email addresses: jtsipileva@hsmedia.ru.



 


		8.5	For the avoidance of doubt, the restrictions
                                            set forth in Clauses 8.1 and 8.2 apply only to the business and activities of the Group Companies,
                                            and not to any third parties.



 


		8.6	Until Completion, upon reasonable notice and
                                            during normal business hours, the Sellers shall provide the Buyer and its Representatives
                                            with such information regarding each Group Company and such access to the Properties and
                                            to the books and records of each Group Company as the Buyer may reasonably request and as
                                            may be permitted under Applicable Laws.



 






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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.***


 


		9.	Signing and Completion



 


		9.1	At signing:



 


		(a)	the Sellers must ensure
                                            that that following items are delivered to the Buyer:



 


		(i)	a copy of this Agreement, duly executed
                                            by the Sellers, with the original to follow as soon as possible thereafter; and



 


		(ii)	a copy of the Disclosure Letter, duly executed
                                            by the Sellers, with the original to follow as soon as possible thereafter;



 


		(b)	the Buyer must ensure
                                            that the following items are delivered to the Seller:



 


		(i)	a copy of this Agreement, duly executed
                                            by the Buyer, with the original to follow as soon as possible thereafter; and



 


		(ii)	a copy of the Disclosure Letter, duly executed
                                            by the Buyer, with the original to follow as soon as possible thereafter.



 


		9.2	Subject to clause 7.1, Completion shall take
                                            place at the offices of the Buyer’s Counsel (or such other place as the Buyer and Seller
                                            1 may agree) one (1) Business Day following receipt (or deemed receipt) from the Buyer of
                                            the Completion Notice, or on such other date as the Buyer and Seller 1 may agree in writing.



 


		9.3	On Completion, the Sellers and the Buyer shall
                                            comply with their respective obligations in Schedule 2 (Completion Formalities).



 


		9.4	At Completion:



 


		(a)	each Seller shall do, or procure the carrying
                                            out of, each of those relevant things which are to be done or procured by it as set out in
                                            Schedule 2 (Completion Formalities); and



 


		(b)	the Buyer shall do those relevant things
                                            which are to be done by it as set out in Schedule 2 (Completion Formalities).



 


		9.5	Prior to Completion taking place, any item
                                            delivered to a Party pursuant to Schedule 2 (Completion Formalities) shall
                                            be held on trust by the recipient and to the order of deliverer, pending Completion.



 


		9.6	Completion shall not be deemed to have occurred
                                            for any reason until all of the actions and steps listed in Clause 9.4 and Schedule 2 (Completion
                                            Formalities) shall have been completed.



 


		9.7	The Buyer may waive any of the requirements
                                            contained in paragraph 1 of Schedule 2 (Completion Formalities) either unconditionally
                                            or subject to the condition that a Seller gives, on Completion, a written indemnity or undertaking
                                            to the Buyer in such form as the Buyer requires.



 


		9.8	Seller 1 may waive for and on behalf of the
                                            Sellers any of the requirements contained in paragraph 2 of Schedule 2 (Completion
                                            Formalities) either unconditionally or subject to the condition that the Buyer gives,
                                            on Completion, a written indemnity or undertaking to Seller 1 in such form as Seller 1 requires.



 






    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.***


 


		9.9	If any of the transactions set out in Schedule
                                            2 (Completion Formalities) does not take place materially as provided
                                            in that Schedule, the Buyer, in the case of non-compliance by a Seller, or Seller 1 for and
                                            on behalf of the Sellers, in the case of non-compliance by the Buyer, may at their own discretion
                                            and, in each case, without prejudice to its other rights and remedies:



 


		(a)	defer Completion for up to ten (10) Business
                                            Days;



 


		(b)	proceed to Completion so far as is practicable;
                                            or



 


		(c)	either immediately or following the deferral
                                            (if the transactions have still not taken place) terminate this Agreement in which case the
                                            provisions of Clause 22 (Effect of Termination) shall apply.



 


		9.10	If the Buyer fails to comply with any of
                                            its obligations in Schedule 2 (Completion Formalities), and as
                                            a direct consequence Completion does not occur and this Agreement is terminated in accordance
                                            with its terms, the Buyer shall, upon a written demand from the Sellers, reimburse each Seller
                                            its Relevant Proportion of the reasonable and documented costs and expenses (including 100%
                                            of the N1 Restructuring Expenses) incurred in connection with negotiations regarding the
                                            entry into the Transaction, up to a maximum of [***], by electronic
                                            transfer of immediately available funds to such bank account as each Seller shall specify
                                            in writing.



 


		9.11	If any of the Sellers fails to comply with
                                            any of its obligations in Schedule 2 (Completion Formalities),
                                            and as a direct consequence Completion does not occur and this Agreement is terminated in
                                            accordance with its terms, the Sellers shall on a several basis, upon a written demand from
                                            the Buyer, reimburse to the Buyer all its reasonable and documented costs and expenses, up
                                            to a maximum of RUB [***] incurred in connection with negotiations
                                            regarding the entry into the Transaction, by electronic transfer of immediately available
                                            funds to such bank account as the Buyer shall specify in writing. Each Seller makes the reimbursement
                                            to the Buyer in its Relevant Proportion.



 


		10.	Seller Warranties and Indemnities



 


		10.1	Unless otherwise provided for specifically
                                            within the relevant Warranty, each Seller warrants to the Buyer in terms of the Warranties.



 


		10.2	On Completion each Seller shall be deemed
                                            to repeat the Warranties with reference to the facts, matters and circumstances then existing
                                            (and as if any express or implied reference in a Warranty to the date of this Agreement was
                                            replaced by a reference to the date of Completion).



 


		10.3	Each Seller shall promptly notify the Buyer
                                            in writing (setting out full details of the relevant matter) of anything which becomes known
                                            to it before Completion which causes or is likely to cause a Warranty (as given by it on
                                            the date of this Agreement or as repeated on Completion with reference to the facts, matters
                                            and circumstances then existing) to become inaccurate or misleading.



 


		10.4	The Buyer shall promptly notify the Sellers
                                            in writing (setting out full details of the relevant matter) of anything which becomes known
                                            to it before Completion which causes or is likely to cause a Buyer’s Warranty (as given
                                            by it on the date of this Agreement or as repeated on Completion with reference to the facts,
                                            matters and circumstances then existing) to become inaccurate or misleading.



 


		10.5	The liability of the Sellers under the Warranties
                                            and otherwise under the Transaction Documents is limited in accordance with the provisions
                                            of Schedule 4 (Seller Limitations).



 






    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.***


 


		10.6	No Party shall be entitled to terminate or
                                            rescind this Agreement based on a misrepresentation. The Misrepresentation Act 1967 shall
                                            not apply for the purposes of this Agreement.



 


		10.7	The Warranties shall not be extinguished
                                            or affected by Completion.



 


		10.8	The Sellers or any of them shall not be liable
                                            in respect of a Warranty Claim or a Tax Claim under any of the Tax Warranties to the extent
                                            that the facts and circumstances giving rise to the Warranty Claim or Tax Claim under any
                                            of the Tax Warranties have been Disclosed. The Warranties are only qualified by a matter
                                            that is Disclosed.



 


		10.9	Where a Warranty refers to the knowledge,
                                            belief or awareness of a Seller (or any similar expression), the knowledge, belief or awareness
                                            (or the like) of a Seller shall be deemed to include the knowledge of the following persons:
                                            Sergey Astapenko, Ivan Zhuley, Nikita Krykin, Alexey Prokofiev, Oleg Bobylev, Viktor Shkulev,
                                            Julia Tsipileva, Dorozhkin Evgeny Alexeevich and Baibaratskiy Aleksandr Ivanovich who shall
                                            be deemed to have knowledge of such matters as they would have discovered, had they made
                                            such enquiries as are reasonable in the circumstances.



 


		10.10	None of the information supplied or statements
                                            made by a Company Related Person shall be deemed to include a representation to a Seller
                                            as to its accuracy.



 


		10.11	Each Seller waives any right or claim it
                                            may have against any Company Related Person in respect of any error or omission in connection
                                            with any misrepresentation or error in, or omission from, any information or opinion supplied
                                            or given by such Company Related Person in the course of providing any information or responses
                                            to a Seller or any of its Affiliates, negotiating this Agreement or of the preparation of
                                            the Disclosure Letter or the Supplementary Disclosure Letter (and acknowledges and agrees
                                            that any such right or claim shall not constitute a defence to any claim by the Buyer), except
                                            for any deliberate concealment and/or intentional misstatement by a Company Related Person
                                            who is a director, officer or employee of any Group Company. Each Company Related Person
                                            may enforce the terms of this Clause 10.11. in accordance with the Contracts (Rights of Third
                                            Parties) Act 1999, provided that, as a condition precedent thereto, any such Company Related
                                            Person shall obtain the prior written consent of the Buyer. No Company Related Person may
                                            assign its rights under this Clause 10.11.



 


		10.12	Each of the Warranties is without prejudice
                                            to the other Warranties and, except where expressly stated otherwise, the meaning and extent
                                            of any Warranty or any part of it shall not be qualified or limited by any other Warranty
                                            or any other part of a Warranty.



 


		10.13	Each Seller may deliver to the Buyer, at
                                            any time between the date of this Agreement and the day falling not less than two (2) Business
                                            Days prior to the Completion Date, one further disclosure letter together with the corresponding
                                            Disclosure Bundle (the “Supplementary Disclosure Letter”), substantially
                                            in the same form as the Disclosure Letter, disclosing any facts, matters or circumstances
                                            that would otherwise render any of the Warranties untrue or inaccurate as at the Completion
                                            Date which facts, matters or circumstances have occurred only after the execution of this
                                            Agreement.



 


		10.14	If any fact, matter or circumstance disclosed
                                            in the Supplementary Disclosure Letter (if any) would, but for such disclosure, result in
                                            a material breach of any of the Warranties given by a Seller as at Completion, then the Buyer
                                            shall have the right to treat the Condition Precedent set out in Clause 7.1(d) as not being
                                            satisfied. For the purpose of this Clause 10.14, “materiality” of a breach means
                                            a breach of a Fundamental Warranty or a breach (or series of breaches) of any Warranties
                                            for which the aggregate liability of the Sellers, if the Buyer were to bring a Claim(s) (assuming
                                            for these purposes that the Buyer did not have any right of termination under this Agreement
                                            and Completion was effected notwithstanding the breach(es)), could reasonably be expected
                                            to exceed RUB [***].



 






    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.***


 


		10.15	Subject to Clause 10.16, each Seller shall,
                                            on a several basis, indemnify and hold harmless the Buyer and each other Indemnified Person
                                            against, and covenants to pay to the Buyer and each other Indemnified Person an amount equal
                                            to, all Losses incurred or suffered by the Buyer or any other Indemnified Person arising
                                            out of or in connection with any of the following matters:



 


		(a)	any claim, demand or action in respect
                                            of any title defect with respect to the relevant Participation Interest or the Subsidiary
                                            Participation Interest (including, in each case, any Encumbrance) on any ground, in each
                                            case, in connection with or as a result of any Event that took place prior to Completion;
                                            and



 


		(b)	any Tax Liability of a Group Company arising
                                            (i) in respect of any Event occurring (or deemed to occur for Tax purposes by operation of
                                            Applicable Law) on or before Completion, (ii) in respect of or by reference to income or
                                            profits which were (or were deemed to have been for Tax purposes by operation of Applicable
                                            Law) earned or accrued on or before (or partly before) Completion or in respect of a period
                                            ending on or before (or partly before) the Completion Date (but for the avoidance of doubt,
                                            only in respect of the pre-Completion part), (iii) by reason of the Company and/or any of
                                            the Group Companies having been (or ceasing to be) a member of the Sellers’ Group on
                                            or following execution or completion of this Agreement, in all cases together with any reasonable
                                            third party costs and expenses properly incurred by the Buyer or a Group Company in connection
                                            with any Tax Liability in respect of which the Seller is liable under this Clause 10.15(b)
                                            and in respect of any claim by a Tax Authority in respect of such Tax Liability, and (iv)
                                            (to the extent not already indemnified under this Clause 10.15(b)) with prior written consent
                                            from Seller, any third party costs and expenses properly incurred by the Buyer or a Group
                                            Company in connection with defending a claim, demand or action by a Tax Authority alleging
                                            a Tax Liability in respect of which the Seller could be liable under this Clause 10.15(b).



 


		10.16	The Buyer shall, and shall procure that
                                            each Indemnified Person shall (subject to and in accordance with paragraph 7 of Schedule
                                            4 (Third Party Claims), take such steps as are reasonable in the circumstances
                                            and/or as a Seller may reasonably request to mitigate any Losses upon becoming aware of any
                                            Event that it reasonably expects to give rise to a Claim under Clause 10.15, including, to
                                            the extent reasonable, incurring costs only to the minimum extent necessary to remedy the
                                            Event that gives rise to such Losses (and provided always, for the avoidance of doubt and
                                            notwithstanding any other provision, that all such costs shall, on demand by the Buyer, be
                                            paid by a Seller).



 


		10.17	All amounts due under the Indemnities shall
                                            be paid by the Sellers to an Indemnified Person in full, without any set-off, counterclaim,
                                            deduction or withholding (other than any deduction or withholding of tax required by Applicable
                                            Law). If any deductions or withholdings are required by Applicable Law to be made from any
                                            of the sums payable under the Indemnities, the Sellers shall pay to such Indemnified Person
                                            any sum as will, after the deduction or withholding is made, and after taking into account
                                            the availability of any Relief available to that Indemnified Person in respect of the payment
                                            and any increased payment made under this Clause 10.17, leave such Indemnified Person with
                                            the same amount as it would have been entitled to receive without that deduction or withholding.



 


		11.	Buyer Warranties



 


		11.1	The Buyer warrants to the Sellers in the
                                            terms of Schedule 7 (Buyer Warranties).



 






    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.***


 


		11.2	On Completion the Buyer shall be deemed to
                                            repeat the Buyer Warranties with reference to the facts, matters and circumstances then existing
                                            (and as if any express or implied reference in a Warranty to the date of this Agreement was
                                            replaced by a reference to the date of Completion).



 


		11.3	The Buyer Warranties shall not be extinguished
                                            or affected by Completion.



 


		11.4	Each of the Buyer Warranties is without prejudice
                                            to the other Buyer Warranties and, except where expressly stated otherwise, the meaning and
                                            extent of any Buyer Warranty or any part of it shall not be qualified or limited by any other
                                            Buyer Warranty or any other part of a Buyer Warranty.



 


		11.5	The Buyer shall promptly notify the Sellers
                                            in writing (setting out full details of the relevant matter) of anything which becomes known
                                            to it before Completion which causes or is likely to cause a Buyer Warranty (as given by
                                            it on the date of this Agreement or as repeated on Completion with reference to the facts,
                                            matters and circumstances then existing) to become inaccurate or misleading.



 


		12.	Protection of Goodwill



 


		12.1	Each of Seller 1, Seller 2, Seller 3 and
                                            Seller 4, covenants with the Buyer and each Group Company that it shall not, without the
                                            written consent of the Buyer:



 


		(a)	at any time during the period of three
                                            (3) years commencing on the Completion Date (the “Restricted Period”),
                                            directly or indirectly operate, carry on, invest in or be engaged in any existing or new
                                            Competing Business in the Restricted Territory, or provide any technical, commercial or financial
                                            support, advisory or consulting services, or investment to any person with the intention
                                            of supporting or facilitating in any way, any Competing Business in the Restricted Territory;



 


		(b)	at any time during the Restricted Period,
                                            directly or indirectly acquire, own, have an equity interest in, lend money to, manage, control
                                            or participate in the ownership, management or control of, or consult with, advise for compensation
                                            or pro bono, any person engaged, directly or indirectly, in any Competing Business in the
                                            Restricted Territory;



 


		(c)	at any time during the Restricted Period,
                                            place or distribute digital advertisements of third parties whose primary business is the
                                            Competing Business in the Restricted Territory; provided, however, that this covenant shall
                                            not apply to any digital advertisements that are placed by third parties on the resources
                                            through programmatic or similar online display advertising platforms of a Seller or Sellers’
                                            Related Entities;



 


		(d)	at any time during the Restricted Period:



 


		(i)	offer
                                            employment to, enter into a contract for the services of, or otherwise entice or attempt
                                            to entice away from any Group Company, any Restricted Person (whether or not that person
                                            would commit any breach of their contract of employment or engagement), except (i) only with
                                            respect to attempts to entice away, pursuant to a general solicitation which is not directed
                                            specifically to any such Restricted Persons, or (ii) any Restricted Person whose employment
                                            was terminated by the relevant Group Company more than six (6) months prior to any such action
                                            by a Seller; or



 


		(ii)	procure
                                            or facilitate in relation to a Restricted Person, the making of any such offer or attempt
                                            by any other person;



 






    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.***


 


		(e)	at any time after Completion:



 


		(i)	engage in any trade or business or be associated
                                            with any person firm or company engaged in any trade or business, using:



 


		(1)	the name “N1.ru”, “Н1.ру”,
                                            “MLSN.ru”, “МЛСН.ру”, or any
                                            name incorporating the words “N1.ru” or “Н1.ру”,
                                            “MLSN.ru” or “МЛСН.ру”;



 


		(2)	in the Restricted Territory, any trade
                                            or service mark, business or domain name, design or logo which, at Completion, will be or
                                            will have been used by any Group Company in connection with the Business; or



 


		(3)	in the Restricted Territory, anything
                                            which is, reasonably capable of confusion with any word, mark, name, design or logo referred
                                            to in 6.2 and (ii) above; or



 


		(ii)	interfere with the use by the Buyer or
                                            any Group Company of any name, trade or service mark, business or domain name, design or
                                            logo referred to in Clause 12.1(e)(i)(1) or Clause 12.1(e)(i)(2) above.



 


		(f)	at any time after Completion, present
                                            itself or permit itself to be presented as connected in any capacity with any Group Company
                                            after Completion.



 


		12.2	The covenants in Clause 12.1 are intended
                                            for the benefit of, and shall be enforceable by the Buyer and each Group Company and shall
                                            apply to actions carried out by (i) Seller 1, and (ii) Seller 2, Seller 3, Seller 4 (or any
                                            of their respective Affiliates), in any capacity (including as shareholder, partner, director,
                                            principal, consultant, officer, employee, agent, adviser or otherwise) and whether directly
                                            or indirectly, on its own behalf or on behalf of, or jointly with, any other person.



 


		12.3	Nothing in Clause 12.1 shall prevent Seller
                                            1, and each of Seller 2, Seller 3 and Seller 4 and its Affiliates: (a) holding as a passive
                                            financial investment not more than ten per cent (10%) of the outstanding securities of any
                                            entity involved in a Competing Business in the Restricted Territory, provided that such shareholding
                                            shall not entitle a Seller, as the case may be, to disproportionate voting rights or enable
                                            it to exercise control or significant influence over such Completing Business; or (b) owning
                                            or holding, directly or indirectly, solely as a passive financial investment, less than ten
                                            per cent (10%) of any class of securities of any person involved in a Competing Business
                                            in the Restricted Territory and traded on any recognized securities exchange), (c) the placement
                                            and distribution of advertising of any real estate agencies and other persons engaged in
                                            real estate advertising, in magazines, websites and in other activities of any of the Seller
                                            as long as such advertising is placed or ordered by real estate agencies and/or their Affiliates
                                            themselves; (d) participation, appearance or presentation of any directors or employees of
                                            the Seller in any public conferences or exhibitions;
                                            (e) conversations and/or discussions by any directors or employees of the Seller with
                                            persons engaged in a Competing Business in the Restricted Territory as long as such conversations
                                            and/or discussions do not result in any engagement of that member of the Seller in a Competing
                                            Business in the Restricted Territory and do not amount to advisory or consulting support;
                                            or (f) any non-material common transactions that are made within a usual course of business
                                            as of the date of this Agreement, such as rent, content licensing
                                            or similar transactions by the Seller with persons engaged
                                            in a Competing Business in the Restricted Territory. Each of the covenants in Clause
                                            12.1 is a separate undertaking by each of Seller 1, Seller 2, Seller 3 and Seller 4 and shall
                                            be enforceable by the Buyer and each Group Company separately and independently of their
                                            right to enforce any one or more of the other covenants contained in that Clause. Each of
                                            Seller 2, Seller 3 and Seller 4 shall procure that each of its respective Affiliates complies
                                            with Clause 12.1 as if each Affiliate was a party hereto.



 






    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.***


 


		12.4	Each Seller acknowledges that it has had
                                            the opportunity to take independent advice on the provisions of this Clause 12. While those
                                            provisions are considered by the Parties to be reasonable in all the circumstances, it is
                                            agreed that if any of those restrictions, by themselves or taken together, are adjudged to
                                            go beyond what is reasonable in all the circumstances for the protection of the legitimate
                                            interests of the Buyer but would be adjudged reasonable if part or parts of their wording
                                            were deleted or amended or qualified or the periods referred to were reduced or the range
                                            of products and/or services or area dealt with were reduced in scope, then the relevant restriction
                                            or restrictions shall apply with such modification or modifications as may be necessary to
                                            make it or them valid and effective.



 


		12.5	The consideration for the covenants in Clause
                                            12.1 is included in the Consideration.



 


		12.6	Each Group Company may enforce the terms
                                            of this Clause 12 in accordance with the Contracts (Rights of Third Parties) Act 1999, provided
                                            always that, as a condition thereto, any such Group Company shall:



 


		(a)	obtain the prior written consent of the
                                            Buyer; and



 


		(b)	not be entitled to assign its rights under
                                            this Clause 12.



 


		12.7	Each Seller agrees that each of the undertakings
                                            contained in Clause ‎12 are reasonable and are entered into for the purpose of protecting
                                            the goodwill, Confidential Information and trade connections of the businesses of the members
                                            of the Group.



 


		13.	Covenants and Undertakings



 


		13.1	Prior to Completion, each Seller shall:



 


		(a)	procure the repayment in full of all amounts
                                            owing (even if not due for repayment) to any Group Company by a Seller, its Affiliates (other
                                            than the Group Companies) or any Seller Related Entity;



 


		(b)	with the exception of any Guarantee or
                                            indemnity granted by or binding upon any Group Company in respect of or arising out of any
                                            liabilities (actual or contingent) of a Seller, its Affiliates or any Seller Related Entity
                                            in connection with the sale and purchase of the share capital of Limited Liability Company
                                            “Zarplata.ru”, procure that all Guarantees or indemnities given by or binding
                                            on any Group Company in respect of or arising out of any liabilities (actual or contingent)
                                            of a Seller, its Affiliates or any Seller Related Entity are fully and effectively released
                                            without cost to any Group Company or any member of the Buyer’s Group (and the Seller
                                            shall indemnify and keep indemnified the Buyer and each Group Company against all Losses
                                            which the Buyer or any Group Company may suffer or incur in respect of any claim made under
                                            any such Guarantee or indemnity after Completion); and



 


		(c)	procure that all powers of attorney issued
                                            by any Group Company to a Seller, its Affiliates or any Seller Related Entity are effectively
                                            revoked and returned to a relevant Group Company.



 


		13.2	Each Seller:



 


		(a)	confirms, warrants and undertakes that
                                            at Completion neither it nor any of its Affiliates will have any claim on any account whatsoever
                                            outstanding against any Group Company or against any of the Directors, officers, Employees
                                            or professional advisers of any Group Company and that no agreement or arrangement will be
                                            outstanding under which any Group Company or any such person has or could have any obligation
                                            of any kind to a Seller; and



 


		(b)	to the extent that any such claim or obligation
                                            exists or may exist, irrevocably and unconditionally waives such claim or obligation and
                                            releases each Group Company and any such person from any liability whatsoever in respect
                                            of such claim or obligation except as otherwise expressly provided herein.



 



    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.***


 


	13.3	Each Seller shall, and shall procure that each of its Affiliates shall,
                                  following Completion:



 


		(a)	forthwith send to the Buyer all books
                                            and records relating wholly or substantially to any Group Company/ies which are not kept
                                            at the offices of the Group Companies, excluding for the avoidance of doubt any internal
                                            documentation prepared as communications between management of the Company and its shareholders;



 


		(b)	during the period of three (3) years following
                                            Completion, upon the reasonable request of the Buyer and at all reasonable times during normal
                                            business hours and on reasonable advance notice, provide the Buyer and each Group Company,
                                            together with their respective officers, Employees, advisers and agents, with reasonable
                                            access to, and copies of, any other papers, books, accounts or other records (in whatever
                                            form) which relate to any Group Company (the “Retained Records”) other
                                            than those referred to in Clause 13.3(a);



 


		(c)	retain safely and securely all Retained
                                            Records, and not dispose of or destroy any Retained Records, until at least the seventh (7th)
                                            anniversary of Completion, and thereafter not dispose of or destroy any of the Retained Records,
                                            without first giving the Buyer at least one month’s notice of the intention to do so
                                            and giving the Buyer the opportunity to review and to take possession of or copy of any of
                                            such Retained Records; and



 


		(d)	perform the actions listed in Schedule
                                            9 (Integration Plan).



 


	13.4	The Buyer shall:



 


		(a)	during the period of seven (7) years following
                                            Completion, upon the reasonable request of a Seller, provide such Seller and each Seller
                                            Related Entity and Representatives at all reasonable times during normal business hours and
                                            on reasonable advance notice with access to and copies of all documents and other information
                                            in the possession or control of the Buyer, any member of the Buyer’s Group or any Group
                                            Company to the extent that they relate to the assets, business or affairs of a Group Company
                                            in the period prior to Completion (the “Seller Retained Records”), including
                                            for the purposes of Tax, securities reporting or other compliance by a Seller, each Seller
                                            Related Entity and their Affiliates, respectively; and



 


		(b)	retain safely and securely all Seller
                                            Retained Records, and not dispose of or destroy any Seller Retained Records, until at least
                                            the seventh (7th) anniversary of Completion, and thereafter not dispose of or destroy any
                                            of the Seller Retained Records, without first giving the Seller at least one (1) months’
                                            notice of the intention to do so and giving the Seller and each Seller Related Entity the
                                            opportunity to review and to take possession of or copy any of such Seller Retained Records.



 






    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.***


 


	14.	Guarantees



 


	14.1	In consideration of the Buyer entering into this Agreement, each Guarantor
                                  irrevocably and unconditionally jointly and severally with each other Guarantor from Completion:



 


		(a)	guarantees to the Buyer that if Seller
                                            1 does not pay any of the Seller 1 Obligations as and when they fall due, the Guarantors
                                            shall make due and punctual payment to the Buyer on demand of the Seller 1 Obligations;



 


		(b)	undertakes with the Buyer that whenever
                                            Seller 1 does not pay any amount when due under or in connection with this Agreement, the
                                            Guarantor shall immediately on demand pay that amount as if it was the principal obligor;
                                            and



 


		(c)	agrees with the Buyer that if any obligation
                                            guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent
                                            and primary obligation, indemnify the Buyer immediately on demand against any cost, loss
                                            or liability it incurs as a result of Seller 1 not paying any amount which would, but for
                                            such unenforceability, invalidity or illegality, have been payable by it under this Agreement
                                            on the date when it would have been due. The amount payable by a Guarantor under this indemnity
                                            will not exceed the amount it would have had to pay under this Clause 14 if the amount
                                            claimed had been recoverable on the basis of Clause 14.1(a).



 


	14.2	The aggregate maximum liability of the Guarantors recoverable by the
                                  Buyer under this Agreement in respect of any Seller 1 Obligations shall be 78.72% (seventy eight point
                                  seven-two per cent) of such Seller 1 Obligations. Following a Liquidation Event, the maximum liability
                                  of each Guarantor recoverable by the Buyer under this Agreement in respect of any Seller 1 Obligations
                                  shall be 100% (one hundred per cent) of such Seller 1 Obligations provided that any such Liquidation
                                  Event was not commenced by the Buyer or any of its Affiliates.



 


	14.3	The obligations of the Guarantors under this Clause 14 are continuing
                                  obligations and will extend to the ultimate balance of sums payable by Seller 1 with respect to the
                                  Seller 1 Obligations, regardless of any intermediate payment or discharge in whole or in part. The
                                  Buyer may make one or more demands to each of the Guarantors under this Clause 14.



 


	14.4	If any discharge, release or arrangement in respect of the Seller 1
                                  Obligations is made by the Buyer in whole or in part on the basis of any payment, security or other
                                  disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise,
                                  without limitation, then the liability of each Guarantor under this Clause 14 will continue or
                                  be reinstated as if the discharge, release or arrangement had not occurred.



 


	14.5	The obligations of each Guarantor under this Clause 14 will not
                                  be affected by an act, omission, matter or thing which, but for this Clause 14, would reduce,
                                  release or prejudice any of its obligations under this Clause 14 (without limitation and whether or
                                  not known to the Buyer) including:



 


		(a)	any time, waiver or consent granted to,
                                            or composition with, Seller 1 or other person;



 


		(b)	the release of Seller 1, any other Guarantor
                                            or any other person under the terms of any composition or arrangement with any creditor of
                                            such Guarantor;



 






    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.***


 


		(c)	the taking, variation, compromise, exchange,
                                            renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against,
                                            or security over assets of, Seller 1, any Guarantor or other person or any non-presentation
                                            or non-observance of any formality or other requirement in respect of any instrument or any
                                            failure to realise the full value of any security;



 


		(d)	any incapacity or lack of power, authority
                                            or legal personality of or dissolution or change in the members or status of Seller 1, a
                                            Guarantor or any other person;



 


		(e)	any amendment, novation, supplement, extension,
                                            restatement (however fundamental and whether or not more onerous) or replacement of this
                                            Agreement or any other document;



 


		(f)	any unenforceability, illegality or invalidity
                                            of any obligation of any person under this Agreement or any other document or security; or



 


		(g)	any insolvency or similar proceedings.



 


	14.6	Each Guarantor waives any right it may have of first requiring the
                                  Buyer to proceed against or enforce any other rights or security or claim payment from any person before
                                  claiming from such Guarantor under this Clause 14. This waiver applies irrespective of any law or any
                                  provision of a Transaction Document to the contrary.



 


	14.7	Until all amounts which may be or become payable by Seller 1 under
                                  or in connection with this Agreement have been irrevocably paid in full and unless otherwise agreed
                                  in writing with the Buyer, no Guarantor will exercise any rights which it may have by reason of performance
                                  by it of its obligations under the Transaction Documents or by reason of any amount being payable,
                                  or liability arising, under this Clause 14:



 


		(a)	to be indemnified by Seller 1;



 


		(b)	to claim any contribution from any other
                                            Guarantor;



 


		(c)	to take the benefit (in whole or in part
                                            and whether by way or subrogation or otherwise) of any rights of the Buyer under the Transaction
                                            Documents;



 


		(d)	to bring legal or other proceedings for
                                            an order requiring Seller 1 to make any payment, or perform any obligation, in respect of
                                            which any Guarantor has given a guarantee, undertaking or indemnity under this Clause 14;



 


		(e)	to exercise any right of set-off against
                                            Seller 1; and/or



 


		(f)	to claim or prove as a creditor of Seller
                                            1 in competition with the Buyer.



 


If a Guarantor receives
any benefit, payment or distribution in relation to the rights referred to in 14.5 (a) through (f) above, it shall hold that benefit,
payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Buyer by Seller 1 under or
in connection with this Agreement to be repaid in full on trust for the Buyer and shall promptly pay or transfer the same to the Buyer.


 


	15.	Guarantor warranties



 


	15.1	Each Guarantor warrants to Seller 1 in the terms of Schedule 19 (Guarantor
                                  Warranties).



 






    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.***


 


	15.2	The Guarantor Warranties shall not be extinguished or affected by Completion.



 


	15.3	Each of the Guarantor Warranties is without prejudice to the other
                                  Guarantor Warranties and, except where expressly stated otherwise, the meaning and extent of any Guarantor
                                  Warranty or any part of it shall not be qualified or limited by any other Guarantor Warranty or any
                                  other part of a Guarantor Warranty.



 


	16.	Post-Completion Matters



 


	16.1	Each Seller shall procure that all communications, notices, correspondence,
                                  information, orders or enquiries relating to any business of any Group Company which are intended to
                                  be sent to the Buyer or any Group Company and received by a Seller on or after Completion shall be
                                  passed to the Buyer as soon as reasonably practicable following receipt.



 


	16.2	If any benefit under an agreement or arrangement relates to the business
                                  of a Group Company but is owned by a Seller, the Seller shall notify the Buyer and procure that following
                                  Completion that benefit shall, to the extent that it relates to a Group Company, be held on trust for
                                  the relevant Group Company and assigned to it promptly upon the Buyer’s request.



 


	17.	Announcements and Confidentiality



 


	17.1	Subject to the following provisions of this Clause 17 (Announcements
                                  and Confidentiality), no announcement shall be made in relation to this Agreement by the Parties
                                  and their respective Affiliates unless:



 


		(a)	it is in the agreed form; or



 


		(b)	it is required to be made by Applicable
                                            Law or by any securities exchange, regulatory body or Governmental Authority to which a Party
                                            or any of its Affiliates is subject, in which case that Party shall to the extent reasonably
                                            practicable consult with the other Party as to the form, content and timing of the announcement.



 


	17.2	Nothing in this Agreement shall restrict the Buyer after Completion
                                  from communicating with the Employees of any Group Company, any parties to any contract made with any
                                  Group Company and with any current or prospective customer of or supplier to any Group Company in relation
                                  to the fact of the acquisition of any Group Company or matters incidental to the future operations
                                  of any business of any Group Company.



 


	17.3	The Parties shall not, and shall procure that none of their respective
                                  Affiliates shall, disclose or otherwise make use of (and shall use all reasonable endeavours to prevent
                                  the publication or disclosure of) the contents or terms of any of the Transaction Documents, unless
                                  and then only to the extent that disclosure is:



 


		(a)	made by a Party or its Affiliate on a
                                            confidential basis to its professional advisers in connection with their provision of professional
                                            services (subject to their agreement to grant confidential treatment to the information);



 


		(b)	made by a Party or its Affiliate on a
                                            confidential basis to its financiers or potential financiers in connection with its financing
                                            or refinancing arrangements (subject to their agreement to grant confidential treatment to
                                            the information);



 






    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.***


 


		(c)	made by the Buyer on a confidential basis
                                            to a prospective purchaser of it or any Group Company or its respective business (subject
                                            to its agreement to grant confidential treatment to the information);



 


		(d)	required by a Party or its Affiliate in
                                            connection with an application for a tax clearance, grant or other concession, or for tax
                                            compliance and reporting;



 


		(e)	required by a Party or its Affiliates
                                            in order to enforce its rights under, or otherwise afford it the full benefit of, any of
                                            the Transaction Documents;



 


		(f)	made under the terms of an announcement
                                            permitted by this Agreement;



 


		(g)	required to be made by Applicable Law
                                            or by any securities exchange, regulatory body or Governmental Authority to which the disclosing
                                            Person or its Affiliate is subject, provided that where any such disclosure is required such
                                            Party shall (to the extent permitted) notify the other Party as soon as reasonably practicable
                                            of this fact and take into account the other Party’s reasonable requirements as to
                                            the timing, content and manner of making such disclosure; or



 


		(h)	restricted to information which at the
                                            time of disclosure is in the public domain (other than as a result of a breach by the disclosing
                                            Party or any of its Affiliates of any of the Transaction Documents).



 


	17.4	Each Party undertakes to the other Party that it shall not and shall
                                  procure that none of its Affiliates from time to time shall, directly or indirectly and whether on
                                  its own behalf or otherwise:



 


		(a)	disclose to another person, or itself
                                            use for any purpose, any Confidential Information of the other Party or its Affiliates (provided
                                            that this paragraph (a) shall not apply to the disclosure by the Buyer or its Affiliates
                                            of any Confidential Information of the Group Companies as Affiliates of the Sellers prior
                                            to Completion); or



 


		(b)	with respect to the Sellers and their
                                            Affiliates after Completion, Confidential Information of any Group Company, or relating to
                                            the business, transactions or affairs of the clients or customers of any Group Company.



 


	17.5	The provisions of Clause 17.4 shall not apply to any information:



 


		(a)	disclosed by a Party or its Affiliate
                                            on a confidential basis to its professional advisers in connection with their provision of
                                            professional services (subject to their agreement to grant confidential treatment to the
                                            information);



 


		(b)	disclosed by a Party or its Affiliate
                                            in order to enforce its rights under, or otherwise afford it the full benefit of, any of
                                            the Transaction Documents;



 


		(c)	which at the time of disclosure is in
                                            the public domain (other than through breach by the disclosing Party or its Affiliates of
                                            its obligations of confidentiality under this Agreement); or



 


		(d)	which the disclosing Party or its Affiliate
                                            is compelled to disclose by Applicable Law or by the rules of any securities exchange or
                                            other market or regulatory body to which it is subject, or for tax compliance and reporting
                                            purposes, provided that where any such disclosure is required such Person shall (to the extent
                                            permitted) notify the other Party as soon as reasonably practicable of this fact and take
                                            into account the other Party’s reasonable requirements as to the timing, content and
                                            manner of making such disclosure.



 






    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.***


 


	18.	Assignment



 


	18.1	No Party may without the written consent of the other Parties assign,
                                  transfer, grant any security interest over or hold on trust any of its rights or obligations under
                                  this Agreement or any interest in them.



 


	19.	Entire Agreement



 


	19.1	The Transaction Documents contain the entire agreement between the
                                  Parties, and replace all previous agreements and understandings between them, relating to their subject
                                  matter, including the MoU.



 


	19.2	Each Party acknowledges that, in entering into this Agreement and the
                                  other Transaction Documents, it is not relying on any statement, representation, assurance or warranty
                                  of any person (whether a Party or not) (a “Statement”) other than any Statement
                                  (an “Agreed Statement”) as expressly set out in this Agreement.



 


	19.3	Each Party agrees and undertakes to the other Party that:



 


		(a)	it shall have no rights, claims or remedies
                                            (and hereby irrevocably waives any such rights, claims or remedies) in relation to any Statement
                                            (including for any Statement made, repeated or deemed made, whether negligent or innocent)
                                            other than an Agreed Statement; and



 


		(b)	the only rights and remedies available
                                            to it arising out of or in connection with any Agreed Statement shall be solely for breach
                                            of contract, in accordance with the provisions of this Agreement (and each Party hereby irrevocably
                                            waives any other rights and remedies in relation to any Agreed Statement (including those
                                            in tort or arising under the Misrepresentation Act 1967 or any other statute)).



 


	20.	Further Assurance



 


Each Party shall:


 


		(a)	execute any document and do anything else
                                            the other Party reasonably requires to give effect to this Agreement and the Transaction;
                                            and



 


		(b)	use reasonable endeavours to procure that
                                            any relevant third party does the same.



 


	21.	Costs



 


Except as provided
otherwise in any Transaction Document, each Party shall pay the costs and expenses incurred by it in connection with each Transaction
Document.


 


	22.	Effect of Termination



 


	22.1	This Agreement may be terminated only as stated in Clauses 7.6, and
                                  9.9.



 


	22.2	Upon termination of this Agreement pursuant to Clause 7.6, or 9.9,
                                  no Party shall have any claim under this Agreement except in respect of any rights and liabilities
                                  which have accrued in consequence of a breach of this Agreement before the termination becomes effective
                                  or under any of the Surviving Provisions.



 






    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.***


 


	22.3	If this Agreement is terminated and Completion does not take place,
                                  each of the Buyer and the Sellers shall return to the other Party (or at the request of the other Party,
                                  destroy) all documents (including information in electronic form) concerning the other Party or its
                                  Affiliates (and for this purpose, the Group Companies and the Seller Related Entities are deemed Affiliates
                                  of the Seller) which have been provided to it in connection with this Agreement; and for avoidance
                                  of doubt, Clause 17 (Announcements and Confidentiality) shall continue to apply to such
                                  information.



 


	22.4	The Surviving Provisions shall survive the termination of this Agreement.



 


	23.	Payments



 


	23.1	Subject to Clauses 3.3, 3.4 and 10.17, all sums payable under or pursuant
                                  to this Agreement shall be paid free of:



 


		(a)	any counterclaim or set-off of any kind;
                                            and



 


		(b)	any other deduction or withholding, except
                                            those required by Applicable Law.



 


	23.2	If any deduction or withholding of Tax is required by Applicable Law
                                  as described in Clause 23.1(b), the payer shall also pay to the recipient such amount as will ensure
                                  that the net receipt, after Tax, is the same as it would have been had there been no Tax deduction
                                  or withholding.



 


	24.	Effect of Completion



 


Obligations under
this Agreement, which have not been fully performed by or on Completion and the rights and remedies available under it, shall remain
in full force and effect despite Completion.


 


	25.	Cumulative Rights



 


	25.1	The rights and remedies of any Party expressly conferred by this Agreement
                                  are cumulative and additional to any other rights or remedies it may have.



 


	25.2	A Party’s exercise of any right or discretion conferred on it
                                  under or in connection with this Agreement shall be a matter of its absolute discretion, unless otherwise
                                  expressly provided herein, including:



 


		(a)	if a right is granted, whether or not
                                            to exercise that right;



 


		(b)	if an election is to be made by it, the
                                            election made; and



 


		(c)	if something is subject to its consent
                                            or approval, whether or not it consents or approves and, if it does, the terms upon which
                                            it does so.



 


	26.	Third Party Rights



 


	26.1	The Parties do not intend any third party to have the right to enforce
                                  any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 except that:



 


		(a)	each Company Related Person may with the
                                            consent of the Buyer enforce and rely on Clause 10.11;



 


		(b)	each Group Company may with the consent
                                            of the Buyer enforce and rely on the obligations of the Sellers under Clause 12 (Protection
                                            of Goodwill);



 






    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)	each Indemnified Person may with the consent
                                            of the Buyer enforce the rights and benefits under Clause 10.15; and



 


		(d)	any party to a Transaction Document may
                                            enforce Clause 36 (Arbitration Agreement).



 


	26.2	The Parties may terminate or vary or waive any right or obligation
                                  under this Agreement without the consent of any third party.



 


	27.	Waiver



 


A failure or delay
in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. A single or partial exercise
of any right or remedy shall not prevent the further exercise of that right or remedy. A waiver of a breach of this Agreement shall not
constitute a waiver of any other breach.


 


	28.	Variations



 


No variation of this
Agreement shall be effective unless it is in writing and signed by each of the Sellers and the Buyer. The other Parties agree that any
variation of this Agreement shall be binding upon them in accordance with the terms of this Agreement, as varied.


 


	29.	Invalidity



 


		29.1	The illegality, invalidity or unenforceability
                                            of any provision of this Agreement under any law of any jurisdiction shall not affect or
                                            impair the legality, validity or enforceability of the rest of this Agreement, nor the legality,
                                            validity or enforceability of that provision under the law of any other jurisdiction.



 


	29.2	If any provision of this Agreement is held to be illegal, invalid or
                                  unenforceable under any law of any jurisdiction:



 


		(a)	that provision shall if possible apply
                                            in that jurisdiction with whatever modification or deletion is necessary so as best to give
                                            effect to the intention of the Parties as recorded in this Agreement; or



 


		(b)	a Party shall at the request of the other
                                            Party enter into a deed in the terms of the original provision amended as reasonably specified
                                            in order to make it legal, valid and enforceable, but not so as to increase the liability
                                            of any Party beyond the liability it would have had if all the provisions of this Agreement
                                            had been legal, valid and enforceable.



 


	30.	Non-recourse



 


This Agreement may
only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement,
or the negotiation, execution or performance of this Agreement, may only be brought against the persons that are expressly named as Parties
hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Except as specifically provided
for in this Agreement, no past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate,
agent, attorney or other Representative of any Party hereto or of any Affiliate of any Party hereto, or any of their successors or permitted
assigns, shall have any liability for any obligations or liabilities of any Party hereto under this Agreement or for any claim or action
based on, in respect of or by reason of the transactions contemplated hereby, except as otherwise expressly stated in a Transaction Document.


 






    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.***


 


	31.	COMPLIANCE



 


	31.1	Each Party shall conduct all transactions contemplated by the Transaction
                                  Documents in compliance with Applicable Laws, including all anti-corruption laws, and cooperate fully
                                  with any bona fide investigation of any suspected breach of this Clause 31.1, and provide the other
                                  Party with all information reasonably requested about such matter.



 


	32.	Communications



 


	32.1	Any communication under or in connection with this Agreement must be
                                  in English (or accompanied by an English translation) in writing, signed by or on behalf of the person
                                  making it and delivered by hand or sent by recorded delivery post (or airmail, if the destination is
                                  outside the country of origin), or email to the relevant Party at its address and for the attention
                                  of the individual set out below (or as notified in accordance with Clause 32 (Communications)).



 


		(a)	In the case of Seller 1, as follows:



 


	Address:	Moermanskkade 500, 1013 BC Amsterdam, the Netherlands
	Telephone:	[***]
	Email:	[***]@hearst.nl
	Attention:	[***]




 


with a copy to Hearst Office of General
Counsel.


 


	Address:	The Hearst Corporation, 300 West 57th Street, New York, New York
    10019 USA
	Fax:	[***]
	Email:	[***]@hearst.com
	Attention:	[***] Executive Vice President and Chief Legal Officer;




 


		(b)	in the case of HS Holding B.V. (as a Guarantor),
                                            as follows:



 


	Address:	Moermanskkade 500, 1013 BC Amsterdam, the Netherlands
	Telephone:	[***]
	Email:	[***]@hearst.nl
	Attention:	[***]




 


with a copy to Seller 1;


 


		(c)	in the case of Limited Liability Company
                                            “HS Publishing” (as a Guarantor), as follows:



 


	Address:	Russian Federation, 115114, Moscow, Derbenevskaya Street, bld. 15B,
    6th Floor, office VI
	Telephone:	[***]
	Email:	[***]@hspub.ru
	Attention:	[***] President,




 


with a copy to Seller 1 and to [***]
General Counsel:


 


	Email:	[***]@hsmedia.ru;



 






    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.***


 


		(d)	in the case of Limited Liability Company
                                            “Hearst Shkulev Media” (as a Guarantor), as follows:



 


	Address:	Russian Federation, 115114, Moscow, Derbenevskaya Street, bld. 15B,
    floor 4, office VI
	Telephone:	[***]
	Email:	[***]@hsmedia.ru
	Attention:	 [***] President,




 


with a copy to Seller 1 and to [***]
General Counsel:


 


	Email:	[***]@hsmedia.ru;


 


		(e)	in the case of Limited Liability Company
                                            “InterMediaGroup” (as a Guarantor), as follows:



 


	Address:	Russian Federation, 115114, Moscow, Derbenevskaya Street, bld. 15B,
    floor 4, office VI
	Telephone:	[***]
	Email:	[***]@hsmedia.ru
	Attention:	 [***] President,




 


with a copy to Seller 1 and to [***]
General Counsel:


 


	Email:	[***]@hsmedia.ru;




 


		(f)	in the case of Seller 2, to the Sellers’
                                            Representative, as follows:



 


	Address:	[***]
	Telephone:	[***]
	Email:	[***]
	Attention:	[***]




 


with a copy to Seller 1;


 


		(g)	in the case of Seller 3, to:



 


	Address:	[***]
	Telephone:	[***]
	Email:	[***]
	Attention:	[***]




 


with a copy to Seller 1;


 


		(h)	in the case of Seller 4, to the Sellers’
                                            Representative, as follows:



 


	Address:	[***]
	Telephone:	[***]
	Email:	[***]
	Attention:	[***]




 


with a copy to Seller 1; and


 






    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.***


 


		(i)	in the case of the Buyer, as follows:



 


	Address:	Agiou Georgiou Makri, 64, ANNA MARIA LENA COURT, Flat/Office 201,
    6037, Larnaca, Cyprus
	Email:	admin@fiduserve.com
	Attention:	the Directors,




 


with a copy to [***]@dentons.com,
[***]@cian.ru and [***]@cian.ru.


 


	32.2	A party may notify a change to its details specified in Clause 32.1.
                                  The new address shall take effect three (3) Business Days after receipt of that notice or such later
                                  date as may be specified in the notice.



 


	32.3	A notice or other communication shall not be sent solely by email,
                                  and may be sent by email for convenience in addition to delivery by hand or courier or sending by fax.
                                  A notice provided solely by email shall not be deemed received.



 


	32.4	Without evidence of earlier receipt, communications complying with
                                  Clause 32.1 are deemed received:



 


		(a)	if delivered by hand, at the time of delivery;



 


		(b)	if sent by “Special Delivery 9.00am/Next
                                            Day” or “Recorded Signed For” delivery, at 9.00am on the second Business
                                            Day after posting, or (if sent by airmail) fifth, Business Day after posting; or



 


		(c)	if sent by fax, at the time of its transmission,
                                            unless, the sender receives notification that the fax has not been successfully sent,



 


except that if deemed
receipt would occur before 9.00am on a Business Day, it shall instead be deemed to occur at 9.00am on that day and if deemed receipt
would occur after 5.00pm on a Business Day, or on a day which is not a Business Day, it shall instead be deemed to occur at 9.00am on
the next Business Day. References in this Clause 32 (Communications) to a time of day are to the time of day
at the location of the recipient.


 


	32.5	In proving the giving of a communication, it shall be sufficient to
                                  prove that delivery was made to the appropriate address, the communication was properly addressed and
                                  posted by prepaid recorded delivery post or prepaid airmail, or the email was sent to the appropriate
                                  email address and dispatch of transmission from the sender’s external gateway was confirmed as
                                  specified pursuant to Clause 32.1.



 


	32.6	If a person for whose attention communications must be marked or copied
                                  has been specified pursuant to Clause 32.1, a communication will be effective only if it is marked
                                  for that person’s attention or copied to that person (as the case may be).



 


	32.7	This Clause 32 (Communications) does not apply
                                  to the service of any document required to be served in relation to legal proceedings.



 


	33.	Sellers’ Representative



 


Each of Seller 2
and Seller 4 irrevocably appoints Seller 3 (the Sellers’ Representative) as its agent to receive on its behalf all notices
under this Agreement and/or service of any legal proceedings to settle any dispute. Such service shall be deemed completed on delivery
to Seller 3 (whether or not it is forwarded to and received by Seller 2 and Seller 4) and shall be valid regardless of whether or not
Seller 3 ceases to be able to act as agent.


 






    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.***


 


	34.	Counterparts



 


This Agreement may
be executed in any number of counterparts, which shall each constitute an original and together constitute one agreement. If this Agreement
is executed in counterpart, it shall not be effective unless each party has executed at least one counterpart. A signed copy of this
Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery
of an original signed copy of this Agreement.


 


	35.	Governing Law



 


This Agreement and
any non-contractual obligations arising in connection with it shall be governed by and construed in accordance with English law.


 


	36.	Arbitration agreement



 


	36.1	The arbitration agreement set out in this Clause ‎36 (the “Arbitration
                                  Clause”) and any issue regarding its scope, interpretation, entry into effect, conclusion,
                                  variation, performance, breach, termination or validity, shall be governed by and construed in accordance
                                  with English law.



 


	36.2	Any dispute, controversy or claim arising out of or in connection with
                                  any Transaction Document, including its scope, interpretation, entry into effect, conclusion, variation,
                                  performance, breach, termination or validity, including non-contractual claims and, for the avoidance
                                  of doubt, including any dispute or controversy in relation to a Claim, Indemnity Claim, IP Claim, Tax
                                  Claim, Third Party Claim, Title Claim, or Warranty Claim (a “Dispute”), shall be
                                  submitted to the Vienna International Arbitral Centre of the Austrian Federal Economic Chamber (“VIAC”)
                                  and shall be finally resolved by arbitration under the Rules of Arbitration of VIAC (“Vienna
                                  Rules”) and this Arbitration Clause.



 


	36.3	The number of arbitrators shall be three (3) appointed in accordance
                                  with the Vienna Rules and this Clause 36.3. The chairperson shall be an English Queen’s Counsel,
                                  or if no such person can be found within fourteen (14) days, a lawyer trained in a common law jurisdiction
                                  with similar substantive experience in legal practice. The seat of arbitration shall be Vienna, Austria.



 


	36.4	The language of arbitration shall be English.



 


	36.5	An arbitral award shall be final and binding and come into effect from
                                  the date it is rendered. A judgment upon the award may be entered in any court having jurisdiction.



 


	36.6	The Parties hereby acknowledge and agree:



 


		(a)	that they wish to resort to arbitration
                                            as the exclusive means of resolving in final, binding, cost-effective and consistent manner
                                            all Disputes;



 


		(b)	that any party to any Transaction Document
                                            may enter into this Arbitration Clause by way of reference, incorporation, accession, assumption,
                                            execution or otherwise;



 


		(c)	to consolidation and that all claims arising
                                            out of or in connection with any Transaction Document may be brought in a single arbitration
                                            and commenced in the same Statement of Claim.



 






    50


     


    

 


*** 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.***


 


	36.7	Nothing in this Arbitration Clause shall limit a right of a party to
                                  a Transaction Document to apply to any court of competent jurisdiction for an interim or provisional
                                  relief in aid of the arbitration or for enforcement of an arbitral award



 


	36.8	Unless otherwise defined in this Arbitration Clause, capitalised terms
                                  used in this Arbitration Clause shall have the meaning given to them in the Transaction Documents or
                                  in the Vienna Rules.



 


	37.	English Language



 


	37.1	If there is a conflict between the English language version of this
                                  Agreement and a translation of it, the English language version shall prevail. Schedule 13Part 2 (Forms
                                  of LoC Instructions), Schedule 13Part 3 (Forms of Letters of Credit) and Schedule
                                  11 (Form of individual Shareholder Guarantees) are in the Russian language only.



 


	38.	LIABILITY



 


	38.1	The liability of the Sellers for their obligations and liabilities
                                  arising under this Agreement shall be several and extend only to any loss or damage arising
                                  out of their own breaches.



 


This Agreement has been executed as a deed
and is delivered and takes effect on the date stated at the beginning of it.


 






    51


     


    

 


*** 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.***


 


Schedule
1 Details of the Group


 


Part
1 Details of the Company


 


	Full name in Russian	Общество
    с ограниченной ответственностью
    «Н1.РУ»
	Short
    name in Russian	ООО
    «Н1.РУ»
	Official
    name in English	LLC
    N1.RU
	Participants
    (%)	Hearst
    Shkulev Digital Regional Network B.V. – [***]%;

    Dorozhkin Evgeny Alekseevich – [***]%; 

    Baibaratskiy Aleksandr Ivanovich – [***]%; and 

    Astapenko Sergey Vitalevich – [***]%
	Main
    State Registration Number (OGRN)	1175476080724
	Date
    of registration	19/07/2017
	Registered
    office	630099,
    Russia, Novosibirsk, st. Deputatskaya, 46, floor 5, office 3053
	Charter
    capital	RUB
    10,792.14
	Director	Krykin
    Nikita Sergeevich
	Board
    of Directors	Shkulev Victor Mikhailovich

     

    Astapenko Sergey Vitalievich

     

    Tsipileva Julia Vladimirovna

     

    Krykin Nikita Sergeevich

     

    Zhuley Ivan Sergeevich




 






    52


     


    

 


*** 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 Details of the Subsidiaries


 


	Full name in Russian	Общество
    с ограниченной ответственностью
    «МЛСН»
	Short
    name in Russian	ООО
    «МЛСН»
	Official
    name in English	LLC
    MLSN
	Participants
    (%)	LLC
    N1.RU – 99%; and

    LLC N1 Technologies – 1%
	Main
    State Registration Number (OGRN)	1175543035876
	Date
    of registration	09/11/2017
	Registered
    office	630099,
    Russia, Novosibirsk, st. Deputatskaya, 46, floor 5, office 3053
	Charter
    capital	RUB
    10,000.00
	Director	Krykin
    Nikita Sergeevich
	Board
    of Directors	Shkulev Victor Mikhailovich

     

    Astapenko Sergey Vitalievich

     

    Tsipileva Julia Vladimirovna

     

    Krykin Nikita Sergeevich

     

    Dorozhkin Evgeny Alexeevich



 






    53


     


    

 


*** 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.***


 


	Full name in Russian	Общество
    с ограниченной ответственностью
    «Н1 Технологии»
	Short
    name in Russian	ООО
    «Н1 Технологии»
	Official
    name in English	LLC
    N1 Technologies
	Participants
    (%) as of the date of this Agreement	LLC N1.RU – 100%

     

    Please note that it is expected that on or about 23 December 2020,
    ownership will be officially registered as:

     

    LLC N1.RU – 99%

     

    LLC MLSN – 1%

	Main
    State Registration Number (OGRN)	1165476052862
	Date
    of registration	15/01/2016
	Registered
    office	630099,
    Russia, Novosibirsk, st. Deputatskaya, 46, floor 5, office 3053
	Charter
    capital as of the date of this Agreement	RUB
    10,000.00
	Charter
    capital as of Completion Date	RUB
    10 101.01
	Director	Krykin
    Nikita Sergeevich
	Board
    of Directors	Shkulev Victor Mikhailovich

     

    Astapenko Sergey Vitalievich

     

    Tsipileva Julia Vladimirovna

     

    Krykin Nikita Sergeevich

     

    Zhuley Ivan Sergeevich




 






    54


     


    

 


*** 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.***


 


Schedule
2 Completion Formalities


 


		1.	The Sellers shall deliver
                                            to the Buyer:



 


		(a)	the Traffic Purchase Agreement duly executed
                                            by the City Portals Entity and the Company;



 


		(b)	the Individual Shareholder Guarantees
                                            duly executed by the Individual Shareholder Guarantors;



 


		(c)	the Supplementary Disclosure Letter duly
                                            executed by the Seller (if any);



 


		(d)	if not delivered earlier, the Deed of
                                            Undertaking duly executed by the Seller Beneficiaries, HS Holding, HS Holding Digital B.V.
                                            and IPH B.V.;



 


		(e)	certified copies of the certified and
                                            apostilled corporate approvals of the authorised corporate governance bodies of Seller 1
                                            and of HS Holding Digital B.V. authorising the execution, delivery and performance by Seller
                                            1 of the Transaction Documents;



 


		(f)	copies of the corporate approvals of HS
                                            Holding B.V., InterMediaGroup LLC, Hearst Shkulev Publishing LLC, and Hearst Shkulev Media
                                            LLC in respect of each such entity’s entry into this Agreement as a Guarantor;



 


		(g)	copies of duly notarised spousal consents
                                            from the spouses of each of Seller 2, Seller 3 and Seller 4, respectively, executed in agreed
                                            form, in which such spouse consents to the transactions contemplated by the Transaction Documents
                                            to which a relevant Seller is a party to, together with a copy of such spouse’s passport;



 


		(h)	a copy of the internal passport of each
                                            of Seller 2, Seller 3 and Seller 4;



 


		(i)	written confirmation of the appointment
                                            of Prokofiev Alexey Sergeevich (Прокофьев
                                            Алексей Сергеевич)
                                            as the new Chief Executive Officer of the Company;



 


		(j)	written evidence that all Indebtedness,
                                            outstanding amounts, liabilities or outstanding obligations owed by the Company in connection
                                            with the Company’s REPO accounts opened with Gazprombank JSC (or any other bank) have
                                            been fully paid and the funds have been transferred from the brokerage account to the current
                                            account;



 


		(k)	written evidence that the following agreements
                                            with Affiliates have been terminated and that the Affiliate waives and releases any and all
                                            claims against the Company and its Affiliates in connection with such agreements:



 


		(i)	Service
                                            agreement No 146 as of February 1, 2018 made between the Company and Management company
                                            Hearst Shkulev Digital LLC .



 


		(ii)	Service
                                            agreement No 148 as of February 1, 2018 made between the Company and Management company
                                            Hearst Shkulev Digital LLC and



 


		(iii)	License
                                            agreement for the software No 149 as of February 1, 2018 between the Company and Management
                                            company Hearst Shkulev Digital LLC.



 






    55


     


    

 


*** 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.***


 


		(l)	written evidence of the payment of the
                                            entirety of the Permitted Bonuses, in the form of authenticated copies of a payment order
                                            (платежное поручение)
                                            and certificate about the escrow account balance (справка
                                            об остатке на счете
                                            эскроу);



 


		(m)	written evidence of the termination of
                                            powers and payment of all compensation due and payable to the members of the Company and
                                            each Subsidiary Board of Directors, if applicable;



 


		(n)	copies of the corporate approvals from
                                            HS Holding B.V., HS Holding Digital B.V. and IPH B.V. in respect of execution, delivery and
                                            performance of the Deed of Undertaking;



 


		(o)	letter signed by the sole executive body
                                            and the chief accountant of the Company including the calculation in accordance with the
                                            Letter of the Federal Tax Service of the Russian Federation dated 20 November 2019 No
                                            СД-4-3/23559@ (or a relevant replacing document) confirming that the Participatory
                                            Interest derives less than fifty per cent (50%) of its value directly or indirectly from
                                            immovable property located in the Russian Federation on the date of this Agreement and on
                                            Completion;



 


		(p)	if not delivered earlier, the certified
                                            copies of (i) the certified and apostilled copies of the Organisational Documents of Seller
                                            1; and (ii) the up-to-date apostilled extract from trade register confirming legal existence
                                            and legal status of Seller 1 and its authorised directors;



 


		(q)	the certified copies of the apostilled
                                            certificate of tax residency of Seller 1 issued by an authorised tax authority in the Netherlands,
                                            and the certified and if issued not in the Russian Federation, apostilled letter signed by
                                            Seller 1 confirming that Seller 1 is the actual beneficiary of the income from the sale of
                                            the Seller 1 Participation Interest;



 


		(r)	if not delivered earlier, certified copies
                                            of the Organisational Documents, up-to-date extracts from companies register, state registration
                                            or incorporation certificates, tax registration certificates, approvals of the authorised
                                            corporate governance bodies with respect to entry into, execution and performance of the
                                            relevant Transaction Documents, resolutions on appointment of directors and proxies, original
                                            powers of attorney (if applicable) authorising respective signatories to enter into the relevant
                                            Transaction Documents, and other documents confirming the legal existence, powers and capacity
                                            of each Guarantor, HS Holding Digital B.V., IPH B.V. and the City Portals Entity and their
                                            respective signatories;



 


		(s)	if not delivered earlier (but in any event,
                                            no later than the delivery of the Individual Shareholder Guarantee), a passport copy and
                                            a consent of a spouse of each Individual Shareholder Guarantor (in a form substantially similar
                                            to the spousal consents delivered by Seller 2, Seller 3 and Seller 4 at signing) with respect
                                            to his/her entry into and performance of the Individual Shareholder Guarantee, if applicable;



 


		(t)	list of participants of the Company signed
                                            by the Company’s sole executive body, confirming each Sellers’ title to the relevant
                                            Participation Interest and the absence of any Encumbrances over each relevant Participation
                                            Interest dated no earlier than one (1) Business Day prior to Completion;



 


		(u)	list of participants of each of the Subsidiaries
                                            signed by each Subsidiary’s sole executive body, confirming the Company’s title
                                            to the Subsidiary Participation Interest and the absence of any Encumbrances over the Subsidiary
                                            Participation Interest dated no earlier than one (1) Business Day prior to Completion;



 






    56


     


    

 


*** 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)	waivers of pre-emption right of the Company
                                            and the Sellers with respect to the sale of the Participation Interests to the Buyer certified
                                            by a Russian notary, substantially in the form of the waivers set out in Schedule 20 (Pre-Emption
                                            Waivers);



 


		(w)	statements of all bank accounts of each
                                            Group Company, issued by each relevant Bank as at a date no earlier than one (1) Business
                                            Day prior to Completion;



 


		(x)	if not delivered earlier, all valid up
                                            to Date of Completion the powers of attorney (originals) and the letters of revocation of
                                            all the powers of attorney, issued by any Group Company to any Seller Related Entity and/or
                                            any Affiliate and/or Employee of a Seller Related Entity, containing signatures of all such
                                            former attorneys evidencing that they have received and accepted the relevant letter(s) of
                                            revocation, if applicable;



 


		(y)	copies of Bank specimen signatories cards
                                            certified by each relevant Bank;



 


		(z)	if not delivered earlier, original certified
                                            and apostilled power(s) of attorney issued by a Seller authorising such Seller’s signatories
                                            to sign the Transaction Documents on behalf of the Seller, and the certified copy of the
                                            certified and, in respect of Seller 1, apostilled resolution of the authorised corporate
                                            governance body of Seller 1 in respect of the issuance of the power of attorney;



 


		(aa)	if not delivered earlier, a copy of a
                                            legal opinion of Houthoff Coöperatief U.A. or another reputable Dutch law firm in the
                                            agreed form with respect to powers and capacity of Seller 1 to enter into, deliver and
                                            perform this Agreement and the Transfer Instrument;



 


		(bb)	a written confirmation and waiver in
                                            the agreed form from Seller 1 that as of Completion, each of the Key Employees continues
                                            to be employed by the relevant Group Company and the employment of such Key Employee shall
                                            have not been terminated by such Key Employee subject to the provision of Clause 7.1(a);
                                            and



 


		(cc)	any authorisations, consents and approvals
                                            of any third person (if any are required) required by a Seller or any Group Company for the
                                            consummation of the Transaction and execution of the Transaction Documents.



 


		2.	The
                                            Buyer shall deliver to the Sellers:



 


		(a)	the Supplementary Disclosure Letter (if
                                            any) duly executed by the Buyer;



 


		(b)	the Individual Shareholder Guarantees
                                            duly executed by the Buyer;



 


		(c)	if not delivered earlier, the Deed of
                                            Undertaking duly executed by the Buyer;



 


		(d)	if not delivered earlier, copies of all
                                            board, shareholder (or other) corporate approvals of the Buyer authorising the execution,
                                            delivery and performance by the Buyer of the Transaction Documents to which the Buyer is
                                            a party to; and



 


		(e)	if not delivered earlier, copies of the
                                            Organisational Documents, approvals of the authorised corporate governance bodies with respect
                                            to entry in, execution and performance of the relevant Transaction Documents.



 






    57


     


    

 


*** 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.	Each
                                            Seller shall deliver to the Notary all the documents with respect to the Seller, the Company
                                            and each Participation Interest, which the Notary may require in order to certify the Transfer
                                            Instrument, sign and submit the Application with the Registering Authority and register the
                                            transfer of the relevant Participation Interest from a Seller to the Buyer in the Legal Entities
                                            Register; and the Buyer shall deliver to the Notary all the documents with respect to the
                                            Buyer which the Notary may require in order to certify the Transfer Instrument and register
                                            the transfer of the relevant Participation Interest from a Seller to the Buyer in the Legal
                                            Entities Register.



 


		4.	Upon
                                            delivery of the documents in accordance with 1-3 above by each relevant Party:



 


		(a)	each Seller and the Buyer shall execute
                                            the Transfer Instrument before the Notary;



 


		(b)	each relevant Party shall do all things
                                            and provide all assistance that may be necessary in order to ensure that:



 


		(i)	the
                                            Transfer Instrument is certified by the Notary in accordance with Applicable Law;



 


		(ii)	the
                                            Notary submits the Application with the Registering Authority; and



 


		(iii)	the
                                            transfer of the Participation Interests to the Buyer is duly registered with the Legal Entities
                                            Register.



 


		5.	Seller
                                            1 shall make available to the Buyer in the office premises of the Company at the address:
                                            Deputatskaya Street 46, floor 6, office 3063, Novosibirsk 630099, Russian Federation and/or
                                            at the address where Completion takes place, the originals of the Organisational Documents
                                            of the Group Companies and the originals of the certificates of state registration, of the
                                            certificates of tax registration and of the lists of entry in the Legal Entities Register
                                            with respect to the Group Companies.



 






    58


     


    

 


*** 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.***


 


Schedule
3 Seller Warranties


 


Part
1 Non-Tax Warranties


 


Unless otherwise
provided for specifically within the relevant Warranty, each Seller warrants to the Buyer as follows:


 


		1.	THE
                                            GROUP



 


		(a)	The information relating to each Group
                                            Company, which is set out in Schedule 1 (Details of the Group) is true and
                                            accurate. The Company does not hold any share or interest in any legal entity other than
                                            the Subsidiaries.



 


		(b)	All Group Companies are properly incorporated
                                            and validly existing under the laws of the Russian Federation.



 


		(c)	Any reorganisation with participation
                                            of any Group Company and/or any of its legal predecessors has been carried out in all material
                                            respects in compliance with Applicable Laws and without any breach of a creditor’s
                                            right or any material breach of other party’s rights, and has been duly completed and
                                            registered. No written claim, dispute or proceeding has been received, or, so far as such
                                            Seller is aware, is pending or threatened in connection with any reorganisation and, so far
                                            as such Seller is aware, there is no Event that gave or may give rise to any such claim,
                                            dispute or proceeding.



 


		(d)	No resolution has been taken or arrangement
                                            made by such Seller and/or a Group Company and/or so far as such Seller is aware, the Registering
                                            Authority and/or, by any party for the liquidation and/or reorganisation of any Group Company
                                            on any ground or its exclusion from the Legal Entities Register.



 


		(e)	Such Seller:



 


		(i)	is
                                            the sole legal and beneficial owner of its Participation Interest; and



 


		(ii)	has
                                            the right to exercise all voting and other rights attaching to its Participation Interest;
                                            and has the right to transfer the full legal and beneficial interest in its Participation
                                            Interest to the Buyer without the consent of any other person.



 


		(f)	The Participation Interests constitute
                                            the whole of the charter capital of the Company.



 


		(g)	The Subsidiary Participation Interest
                                            constitutes the whole of the charter capital of the Subsidiaries.



 


		(h)	The Company:



 


		(i)	is
                                            the sole legal and beneficial owner of the Subsidiary Participation Interest; and



 


		(ii)	has
                                            the right to exercise all voting and other rights attaching to the Subsidiary Participation
                                            Interest.



 


		(i)	The entire charter capital of each Group
                                            Company:



 


		(i)	has
                                            been properly and validly formed, documented and registered in compliance with Applicable
                                            Laws and Organisational Documents; and



 


		(ii)	is
                                            fully paid.



 






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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.***


 


		(j)	There is no Encumbrance on, over or affecting
                                            the Participation Interest of such Seller and there is no written agreement or commitment
                                            of such Seller to give or create any such Encumbrance and no person has made any claim in
                                            writing to such Seller or any Group Company to be entitled to any right over or affecting
                                            the Participation Interest of such Seller.



 


		(k)	Warranty given by Seller 1 only. Other
                                            than the approval of the authorised corporate governance body of Seller 1 authorising the
                                            execution, delivery and performance by Seller 1 of the Transaction and the Transaction Documents
                                            as provided at Completion, no consent is required from any person for Seller 1 to sell and
                                            transfer its Participation Interest to the Buyer under this Agreement.



 


		(l)	Warranty given by Seller 2, Seller 3 and
                                            Seller 4 only. Other than the spousal consents for Seller 2, Seller 3 and Seller 4, authorising
                                            the execution, delivery and performance by Seller 2, Seller 3 and Seller 4 of the Transaction
                                            and the Transaction Documents as provided at Completion, no consent is required from any
                                            person for each of Seller 2, Seller 3 and Seller 4 to sell and transfer their Participation
                                            Interest to the Buyer under this Agreement. Such spousal consents for Seller 2, Seller 3
                                            and Seller 4, authorising the execution, delivery and performance by each of Seller 2, Seller
                                            3 and Seller 4 of the Transaction and the Transaction Documents as provided by Completion
                                            have been duly received.



 


		(m)	There is no Encumbrance on, over or affecting
                                            the Subsidiary Participation Interest, and there is no written agreement or commitment of
                                            the Company to give or create any such Encumbrance and no person has made any claim in writing
                                            to such Seller or any Group Company to be entitled to any right over or affecting the Subsidiary
                                            Participation Interest.



 


		(n)	No person has the right (whether exercisable
                                            now or in the future and whether contingent or not), nor has any person claimed the right
                                            in writing to such Seller or any Group Company, to require the transfer, creation, issue,
                                            allotment, conversion, registration, sale, redemption or repayment of the Participation Interest
                                            of such Seller or any part of it, the Subsidiary Participation Interest or any part of it,
                                            the whole or any part of any charter or loan capital or other securities (or any rights or
                                            interests in them or referenced to them) of any Group Company (including any option or right
                                            of conversion, exchange or pre-emption), and neither such Seller nor any Group Company has
                                            agreed to confer or create any such right.



 


		(o)	No agreement on carrying out rights of
                                            participants, corporate agreement and/or quasi-corporate agreement in the meaning of article
                                            67.2 clauses 1 and 9 of the Civil Code of the Russian Federation, has been concluded by such
                                            Seller and/or a Group Company with respect to any Group Company and/or any participation
                                            interest in the charter capital of any Group Company, and no offer, preliminary agreement,
                                            memorandum of understanding or any other arrangement is made in order to conclude any such
                                            agreement.



 


		(p)	The Participation Interest of such Seller,
                                            or any part of it, is not and has never been the subject of any claim made in writing to
                                            such Seller or any Group Company, dispute or proceeding, pending or threatened in writing,
                                            and, so far as such Seller is aware, there is no circumstance that might give rise to any
                                            claim, dispute or proceeding in its regard.



 






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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.***


 


		(q)	No Subsidiary Participation Interest or
                                            any part of it is or has ever been the subject of any claim made in writing to such Seller
                                            or any Group Company, dispute or proceeding, pending or threatened in writing, and, so far
                                            as such Seller is aware, there’s no circumstance that might give rise to any claim,
                                            dispute or proceeding in its regard.



 


		(r)	No Group Company’s securities are
                                            now or have at any time been listed or publicly quoted or traded on any stock exchange, regulated
                                            market or other securities market or trading platform. No Group Company has ever filed or
                                            published, or been required to file or publish, a prospectus in relation to the issue of
                                            any securities, whether in the Russian Federation or elsewhere.



 


		(s)	No Group Company:



 


		(i)	holds
                                            or beneficially owns, or has agreed or is obliged to acquire, any shares, loan capital or
                                            any other securities or other investment or ownership interest in any company (other than
                                            the Subsidiaries);



 


		(ii)	has
                                            any subsidiaries or subsidiary undertakings, other than the Subsidiaries;



 


		(iii)	is,
                                            or has agreed or is obliged to become, a member of any partnership or other unincorporated
                                            association, joint venture or consortium or arrangement for sharing profit (other than recognised
                                            trade associations);



 


		(iv)	is
                                            a party to any corporate or quasi-corporate agreement in the meaning of article 67.2 clauses
                                            1 and 9 of the Civil Code of the Russian Federation;



 


		(v)	controls
                                            or takes part in the management of any company or business organisation (other than the Subsidiaries),
                                            nor has it agreed to do so; or



 


		(vi)	has,
                                            or has made a corporate decision to have, any branch, agency, permanent establishment or
                                            other operations outside its country of incorporation.



 


		(t)	All the transfers of any participation
                                            interest in the charter capital of any Group Company have been made in material compliance
                                            with Applicable Laws and the Organisational Documents of the relevant Group Company, and
                                            if required by Applicable Law certified by a Russian notary and duly registered with the
                                            Legal Entities Register. Any consent, approval and/or waiver necessary to be obtained with
                                            respect to any such transfer has been duly received and all pre-emption rights have been
                                            observed. Consideration with respect to the transfer of any participation interest in the
                                            charter capital of any Group Company has been paid in full and in timely fashion.



 


		(u)	True, accurate and complete copies of
                                            the Organisational Documents of each Group Company currently in effect have been delivered
                                            to the Buyer. For each Group Company, such Organisational Documents fully set out all of
                                            the rights, restrictions and obligations attaching to participation interests in the charter
                                            capital of such Group Company, in each case, to the extent required by Applicable Law.



 






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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)	No Group Company has at any time:



 


		(i)	purchased,
                                            redeemed, reduced, forfeited or repaid its charter capital (or agreed to do any of the same);
                                            nor



 


		(ii)	given
                                            or agreed to give any financial assistance in contravention of any Applicable Law or regulation.



 


		(w)	No Group Company carries out any of the
                                            activities specified in the list of sectors of the Russian economy most affected by deteriorating
                                            conditions as a result of the spread of the new coronavirus infection, approved by Decree
                                            of the Government of the Russian Federation No. 434 of 3 April 2020.



 


		(x)	No Group Company is a system-forming organization
                                            and is not included in any of the sectoral lists of system-forming organizations approved
                                            by the Government Commission for Improving the Sustainability of the Russian Economy.



 


		(y)	No Group Company is included in the list
                                            of strategic enterprises and strategic joint-stock companies approved by Decree of the President
                                            of the Russian Federation No. 1009 of 4 August 2004.



 


		(z)	Real estate assets comprise less than
                                            fifty percent (50%) of the total assets value of the Group.



 


		(aa)	Each separate subdivision (in Russian:
                                            обособленное подразделение)
                                            outside the jurisdiction of incorporation of a Group Company has been duly registered, if
                                            and when required by law, with the relevant authorities (including Tax Authority) in compliance
                                            with applicable laws and the constitutional documents of such Group Company; and such separate
                                            subdivision (in Russian: обособленное
                                            подразделение)
                                            outside the jurisdiction of incorporation were opened in compliance with the constitutional
                                            documents of such Group Company and with Applicable Laws.



 


		2.	AUTHORITY
                                            OF SELLERS



 


		(a)	Warranty given by Seller 1 only. Seller
                                            1 is a company duly incorporated and organised and validly existing under the laws of its
                                            jurisdiction of incorporation.



 


		(b)	Such Seller has the right, power and authority
                                            and has taken all actions necessary to execute and deliver, and to exercise its rights and
                                            perform its obligations under this Agreement and each Seller Document, insofar that such
                                            Seller is a party to the Seller Document.



 


		(c)	This Agreement constitutes, and each Seller
                                            Document (insofar that such Seller is a party to the Seller Document) constitutes or will,
                                            when executed, constitute legal, valid and binding obligations of such Seller enforceable
                                            in accordance with their respective terms.



 


		(d)	Such Seller is entitled to sell and transfer
                                            or procure the sale and transfer of the full legal and beneficial ownership in its respective
                                            Participation Interest to the Buyer on the terms set out in 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.***


 


		(e)	Warranty given by Seller 1 only. Execution
                                            and delivery by Seller 1, and the performance by Seller 1 of its relevant obligations under
                                            and compliance by Seller 1 with the provisions of this Agreement and the Transaction Documents
                                            will not:



 


		(i)	conflict
                                            with, or result in a violation of, any provision of the Organisational Documents of:



 


		(1)	Seller 1;



 


		(2)	shareholders of Seller 1; or



 


		(3)	any Group Company; or



 


		(ii)	result
                                            in a material breach of, or constitute a material default under, any instrument or agreement
                                            to which any of the following persons is a party or by which any of the following persons
                                            is bound:



 


		(1)	Seller 1;



 


		(2)	shareholders of Seller 1; or



 


		(3)	any Group Company; or



 


		(iii)	conflict
                                            with, or result in a violation of, any law or regulation in any jurisdiction having the force
                                            of law or of any order, judgment, injunction or decree of any court or governmental agency
                                            by which any of the following persons is bound:



 


		(1)	Seller 1;



 


		(2)	shareholders of Seller 1; or



 


		(3)	any Group Company.



 


		(f)	Warranty given by Seller 2, Seller 3 and
                                            Seller 4 only. Execution and delivery by each of Seller 2, Seller 3 and Seller 4, and the
                                            performance by each of Seller 2, Seller 3 and Seller 4 of their relevant obligations under
                                            and compliance by Seller 2, Seller 3 and Seller 4 with the provisions of this Agreement and
                                            the Transaction Documents will not:



 


		(i)	conflict
                                            with, or result in a violation of, any provision of the Organisational Documents of any Group
                                            Company; or



 


		(ii)	result
                                            in a material breach of, or constitute a material default under, any instrument or agreement
                                            to which any of the following persons is a party or by which any of the following persons
                                            is bound:



 


		(1)	Seller 2, Seller 3 and Seller 4; or



 


		(2)	any Group Company; or



 


		(iii)	conflict
                                            with, or result in a violation of, any law or regulation in any jurisdiction having the force
                                            of law or of any order, judgment, injunction or decree of any court or governmental agency
                                            by which any of the following persons is bound:



 


		(1)	Seller 2, Seller 3 and Seller 4; or



 


		(2)	any Group Company.



 






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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.***


 


		(g)	Warranty given by Seller 1 only. Seller
                                            1 has obtained all consents, authorisations and approvals from its corporate governance bodies,
                                            any Governmental Authority and any other party, as required to authorise the execution, delivery,
                                            validity, enforceability or admissibility in evidence of the Transaction Documents or the
                                            performance of the Seller 1 obligations under the Transaction Documents or will be required
                                            as a consequence of any Transaction Document.



 


		(h)	Warranty given by Seller 2, Seller 3 and
                                            Seller 4 only. Each of Seller 2, Seller 3 and Seller 4, on a several basis, has obtained
                                            all consents, including spousal consents, authorisations and approvals from any Governmental
                                            Authority and any other party, as required to authorise the execution, delivery, validity,
                                            enforceability or admissibility in evidence of the Transaction Documents or the performance
                                            of the respective Seller 2, Seller 3 and Seller 4 obligations under the Transaction Documents
                                            or will be required as a consequence of any Transaction Document.



 


		(i)	Warranty given by Seller 2, Seller 3 and
                                            Seller 4 only. Each of Seller 2, Seller 3 and Seller 4 warrants severally that he is legally
                                            capable, that his legal capacity has not been restricted, that he is not in custody, under
                                            tutelage or under patronage, that the state of his health enables him to independently exercise
                                            and protect any rights of as a Seller and to perform any obligations as a Seller, and that
                                            he does not suffer from any disease (including mental disorders, alcohol or drug addiction)
                                            preventing him from entering into this Agreement, as well as any Transaction Document.



 


		(j)	As of Completion, the Company has waived
                                            its pre-emption right (if any) with respect to the sale of each of the Participation Interests
                                            in accordance with this Agreement, and such waiver has not been revoked.



 


		(k)	Save for the recipients of the Permitted
                                            Bonuses, no one is entitled to receive from any Group Company any commission, fee, bonus,
                                            profit sharing or benefit of similar nature in connection with the sale of the Participation
                                            Interests.



 


		3.	SOLVENCY



 


		(a)	Such Seller:



 


		(i)	is
                                            not insolvent or unable to pay its debts within the meaning of the laws of its jurisdiction
                                            of incorporation or any other applicable insolvency legislation;



 


		(ii)	has
                                            not stopped or suspended paying its debts as they fall due; and/or



 


		(iii)	confirms
                                            that no process has been initiated (including the application for or the making of any order,
                                            or the passing of any resolution (or the convening of any meeting for such purpose)) by such
                                            Seller or a Group Company, which could reasonably be expected to lead to such Seller being
                                            wound up, dissolved or declared bankrupt and/or its assets being distributed among its creditors,
                                            shareholders or other contributors.



 


		(b)	No Group Company is insolvent under the
                                            laws of its jurisdiction of incorporation or unable to pay its debts as they fall due and
                                            will not become insolvent or unable to pay its debts as a result of such Seller entering
                                            into this Agreement or has stopped or suspended paying its debts as they fall due or has
                                            by reason of actual or anticipated financial difficulties commenced negotiations with one
                                            or more of its creditors with a view to rescheduling any of its Indebtedness.



 






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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)	No proceedings have been applied for,
                                            initiated with respect to insolvency of any Group Company, its winding up or exclusion from
                                            the Legal Entities Register.



 


		(d)	So far as such Seller is aware, no step
                                            has been taken in any applicable jurisdiction to initiate any process by or under which:



 


		(i)	the
                                            ability of the creditors of any Group Company to take any action to enforce their debts is
                                            suspended, restricted or prevented;



 


		(ii)	some
                                            or all of the creditors of any Group Company accept, or it is proposed that some or all such
                                            creditors will accept, by agreement or in pursuance of a court order or otherwise, an amount
                                            due from any Group Company less than the sums owed to them by the respective Group Company
                                            in satisfaction of those sums with a view to preventing the dissolution of any Group Company,
                                            as applicable in each case;



 


		(iii)	a
                                            person is appointed (nor has any such person been appointed) to manage the affairs, business
                                            and/or assets of any Group Company (or any part thereof) on behalf of its creditors, whether
                                            in the role of liquidator, receiver, manager, trustee, supervisor, administrative receiver
                                            or otherwise howsoever, nor has any power to appoint any such person become exercisable under
                                            any Encumbrance in respect of all or any assets of any Group Company; or



 


		(iv)	the
                                            holder of a charge over any of the assets of any Group Company (or any person nominated by
                                            any such holder) is appointed (nor has any such person been appointed) to control the business
                                            and/or any assets of such Group Company.



 


		(e)	So far as such Seller is aware, no creditor
                                            of any Group Company has taken steps to enforce, or has become entitled to enforce, any debt
                                            or other sum in excess of RUB 300,000 (three hundred thousand Roubles) owed by such Group
                                            Company, as applicable, whether by legal proceedings, the serving of a statutory demand or
                                            otherwise (where such debt or sum remains unpaid).



 


		(f)	No Guarantee, loan capital, borrowed money
                                            or interest is overdue for payment by any Group Company and no other obligation or Indebtedness
                                            is outstanding which is substantially overdue for performance or payment.



 


		(g)	No Group Company has suspended or ceased
                                            to carry on all or a material part of its business, neither has any governing body of such
                                            Group Company initiated a procedure to propose possible suspension or termination of all
                                            or a material part of such Group Company’s business nor has such Seller or any Group
                                            Company received written notice that a Governmental Authority has initiated any such proceedings.



 


		(h)	No event analogous to any of the foregoing
                                            has occurred in the Russian Federation and in particular none of the following has occurred
                                            in relation to any Group Company:



 


		(i)	implementation
                                            of bankruptcy prevention measures, including, but not limited to, out-of-court sanction (dosudebnaya
                                            sanatsya);



 






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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.***


 


		(ii)	the
                                            appointment of a liquidation commission (likvidatsionnaya komissiya) or similar officer;



 


		(iii)	its
                                            seeking, consenting to or acquiescing in the introduction of the proceedings for its liquidation
                                            or bankruptcy or the appointment of a liquidation commission (likvidatsionnaya komissiya)
                                            or similar officer;



 


		(iv)	the
                                            presentation or filing of a petition in any court, arbitrazh court or before any agency alleging
                                            or for the bankruptcy, insolvency, dissolution, liquidation (or any analogous proceeding)
                                            of such Group Company;



 


		(v)	the
                                            institution of the supervision (nabludeniye), financial recovery (finansovoye ozdorovleniye)
                                            external management (vneshneye upravleniye), liquidation procedure (konkursnoye
                                            proizvodstvo) and/or the appointment of a temporary manager (vremenniy upravlyayuschiy),
                                            administrative manager (administrativniy upravlyayuschiy), external manager (vneshniy
                                            upravlyayuschiy), bankruptcy manager (konkursniy upravlayushiy) or similar officer;



 


		(vi)	the
                                            convening or announcement of an intention to convene a meeting of creditors for the purposes
                                            of considering a voluntary arrangement (mirovoye soglasheniye); or



 


		(vii)	any
                                            extra-judicial winding-up, striking off from registry, liquidation or analogous act by any
                                            Governmental Authority in or of the Russian Federation.



 


		(i)	For each:



 


		(i)	Group
                                            Company which exists for more than three (3) years, each such Group Company has maintained
                                            for the last three (3) years and continues to maintain the level of the charter capital and
                                            the net assets as required by Applicable Law; and



 


		(ii)	Group
                                            Company which exists for less than three (3) years, each such Group Company has maintained
                                            since its incorporation and continues to maintain the level of the charter capital and the
                                            net assets as required by Applicable Law.



 


		(iii)	No
                                            Group Company has an insufficient level of charter capital or the net assets.



 


		4.	COMPLIANCE
                                            WITH LAW



 


		(a)	Each Group Company is conducting and at
                                            any time within the three (3) years preceding to the date of this Agreement has conducted
                                            its business in all material respects in accordance with Applicable Laws.



 


		(b)	So far as such Seller is aware, during
                                            the three (3) years prior to the date of this Agreement, no current or past Director of any
                                            Group Company has been convicted or charged of an offence, or losses claimed from him, in
                                            relation to the business or affairs of any Group Company.



 


		(c)	So far as such Seller is aware, there
                                            is no order decree, decision or judgment of any court, tribunal, arbitrator, Governmental
                                            Authority, in any jurisdiction, outstanding or anticipated against any Group Company or any
                                            of their Directors or officers in relation to the business or affairs of any Group Company.



 






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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.***


 


		(d)	So far as such Seller is aware, no investigation,
                                            enquiry or criminal proceedings is being or has been conducted by any Governmental Authority
                                            in any jurisdiction, in respect of the affairs of any Group Company or any Director in relation
                                            to the business or affairs of any Group Company, and, so far as such Seller is aware, there
                                            are no circumstances that are reasonably expected to give rise to any such investigation,
                                            enquiry or proceedings in respect of any Group Company or Director.



 


		(e)	All applications, notifications and other
                                            documents required by law to file with, or deliver to, any Governmental Authority in connection
                                            with any transfer of a participation interest in its charter capital have been made up, in
                                            all material aspects, correctly and duly filed or delivered on in a timely fashion.



 


		(f)	True and complete copies of all resolutions
                                            and other documents required by law to be attached to them passed by a sole participant and/or
                                            general meeting of participants and/or board of directors of any Group Company have been
                                            Disclosed.



 


		5.	AUTHORISATIONS
                                            AND CORPORATE MATTERS



 


		(a)	Each Group Company is entitled to carry
                                            on the business now carried on by it in all material respects without conflict with any valid
                                            right of any person, firm or company.



 


		(b)	No licence or any other permission or
                                            authorisation is required by any Group Company from any Governmental Authority under the
                                            Applicable Law in order to carry on its business in all material respects in the same manner
                                            as carried out as of the date of this Agreement.



 


		(c)	None of the material activities, contracts
                                            or rights of any Group Company is ultra vires, unauthorised, invalid or unenforceable or
                                            in material breach of any contract or covenant by which such Group Company is bound. Limited
                                            liability company “N1 Technologies” is validly included in the Register of accredited
                                            organisations operating in the field of Information Technology held by the Ministry of Digital
                                            Development, Communications and Mass Media of the Russian Federation.



 


		(d)	All statutory records and registers as
                                            required by the Applicable Law of each Group Company have been properly kept, are written
                                            up to date and contain a true, complete and accurate record of all matters to the extent
                                            required by the Applicable Law, in each case, in all material respects.



 


		(e)	Any dividends or distribution (whether
                                            in cash, stock or in kind, of profits or assets, or otherwise) declared, paid or made by
                                            any Group Company to its respective participants have been declared, paid or made in compliance
                                            with Applicable Law and with its Organisational Documents in effect at the relevant time.



 


		(f)	Each Group Company has held general meetings
                                            of participants (whether annual or extraordinary), or sole participant’s resolutions
                                            in writing have been made, in compliance in all material respects with applicable laws and
                                            constitutional documents of the respective Group Company.



 


		(g)	No power of attorney or other authorisation
                                            issued on behalf of a Group Company in respect or in favour of such Seller or any Seller
                                            Related Entity and/or their Affiliates or Employees remains in or takes effect on or at any
                                            moment after Completion.



 






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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.	FINANCIAL
                                            REPORTING



 


		(a)	The Accounts:



 


		(i)	have
                                            been prepared in accordance with RAS as at the date they were prepared;



 


		(ii)	show
                                            a true and fair view of the state of affairs of each Group Company, and of assets, liabilities,
                                            profits and losses and the cash position of each Group Company, in each case for the period
                                            to which they relate; and



 


		(iii)	make
                                            full provision for all actual liabilities at the Accounts Date to the extent required by
                                            RAS.



 


		(b)	The profits and losses of the Group, as
                                            shown by the Accounts, have not (except as noted in the Accounts) been affected by changes
                                            or inconsistencies in accounting treatment, by any non-recurring items of income or expenditure,
                                            by transactions of an abnormal or unusual nature or entered into otherwise than on normal
                                            commercial terms or by any other factors rendering such profits and losses for all or any
                                            of such periods exceptionally high or low.



 


		(c)	The accounting records of each Group Company:



 


		(i)	contain
                                            due and accurate records of all matters required by law to be entered in them, in each case,
                                            in all material respects; and



 


		(ii)	are
                                            in the possession of the Group Company to which they relate.



 


		(d)	In all material respects, the Interim
                                            2020 Accounts:



 


		(i)	have
                                            been prepared in accordance with RAS as at the date they were prepared;



 


		(ii)	show
                                            a true and fair view of the state of affairs of each Group Company, and of assets, liabilities,
                                            profits and losses and the cash position of each Group Company, in each case for the period
                                            to which they relate; and



 


		(iii)	make
                                            provision for all actual liabilities at 30 September 2020 to the extent required by RAS.



 


		(e)	The Management Accounts:



 


		(i)	have
                                            been prepared from the respective Group Company’s RAS accounting records on a basis
                                            consistent in all material respects with, and using accounting policies, practices and principles
                                            consistent with, the US GAAP;



 


		(ii)	fairly
                                            represent a view of the assets and liabilities as at the date to, and the profits and losses
                                            during the period for, which the Management Accounts are stated to have been prepared, with
                                            respect to the respective Group Company; and



 


		(iii)	do
                                            not materially under-state the extent of the liabilities of the relevant Group Company as
                                            at the date which they are stated to be prepared.



 






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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.***


 


		(f)	No Group Company has any material liabilities
                                            (including contingent liabilities) other than as disclosed in the Accounts or incurred in
                                            the Ordinary Course of Business since the Accounts Date.



 


		7.	BUSINESS
                                            SINCE THE ACCOUNTS DATE



 


Since the Accounts Date:


 


		(i)	each
                                            Group Company has conducted its business, and entered into transactions and incurred liabilities,
                                            in the Ordinary Course of Business and as a going concern, and without any interruption or
                                            alteration, subject to the Market Conditions;



 


		(ii)	no
                                            Group Company has issued (increased) or allotted or agreed to issue (increase) or allot any
                                            charter or loan capital or created or granted any other right over or interest in its charter
                                            or loan capital;



 


		(iii)	no
                                            Group Company has redeemed or purchased or agreed to redeem or purchase any of its charter
                                            capital;



 


		(iv)	no
                                            dividend or other distribution of profits or assets has been, or agreed to be, declared,
                                            made or paid by any Group Company;



 


		(v)	no
                                            participants’ resolution nor resolution of the board of directors of any Group Company
                                            has been passed or approved, other than in the Ordinary Course of Business or as required
                                            to effect any actions or transactions as required under the Agreement or other Transaction
                                            Documents;



 


		(vi)	no
                                            Group Company has incurred any additional Indebtedness;



 


		(vii)	no
                                            loan or loan capital has been repaid by any Group Company in whole or in part or has become
                                            liable to be so repaid;



 


		(viii)	save
                                            to the extent provided for in the Accounts, no part of the amounts included in the Accounts
                                            or (in the case of an amount arising after the Accounts Date) in the books of the relevant
                                            Group Company as due from debtors has been released on terms that any debtor pays less than
                                            the full book value of his debt or has been written off or has proved to any extent irrecoverable
                                            or is now regarded as irrecoverable;



 


		(ix)	no
                                            Group Company has acquired or disposed of, or agreed to acquire or to dispose of, any material
                                            assets (including any interest in land or buildings) (material for these purposes meaning
                                            (in the case of an acquisition) where the total consideration payable exceeded (or will exceed)
                                            RUB 10,000,000 (ten million Roubles) in aggregate or (in the case of a disposal) either the
                                            book value or the total consideration receivable exceeded (or will exceed) RUB 7,000,000
                                            (seven million Roubles) in aggregate;



 






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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.***


 


		(x)	no
                                            material capital commitments have been entered into or proposed by any Group Company (material
                                            for these purposes meaning capital commitments involving capital expenditure in excess of
                                            RUB 7,000,000 (seven million Roubles) exclusive of VAT) in aggregate; and no capital commitments
                                            involving capital expenditure exceeding in the aggregate RUB 7,000,000 (seven million Roubles)
                                            exclusive of VAT have been entered into or proposed by all Group Companies;



 


		(xi)	there
                                            has been no material reduction in the net asset value of any Group Company other than as
                                            a result of any dividends distributed after the Accounts Date;



 


		(xii)	other
                                            than services and management agreements with Management Company Hearst Shkulev Digital LLC
                                            as Disclosed, which will terminate, and all amounts payable under which will be fully paid,
                                            prior to Completion, no management charge is payable by any Group Company to such Seller,
                                            any Seller Related Entity and/or their Affiliates or Staff Members;



 


		(xiii)	at
                                            Completion, save for the Permitted Bonuses, there will be no outstanding management charge
                                            payment payable (or which may become payable) by any Group Company to such Seller, any Seller
                                            Related Entity and/or their Affiliates or Staff Members; and



 


		(xiv)	each
                                            Group Company has paid its creditors materially within the time limits agreed with such creditors.



 


		8.	FINANCE



 


		(a)	Such Seller has delivered to the Buyer
                                            complete and accurate copies of all documentation relating to:



 


		(i)	all
                                            money borrowed by and currently outstanding from each Group Company (in case any Indebtedness
                                            by any Group Company has been Disclosed to the Buyer);



 


		(ii)	all
                                            loans, overdrafts or other financing facilities currently outstanding or available to any
                                            Group Company (whether or not any monies are currently borrowed under any such facility);



 


		(iii)	any
                                            hedging transactions, futures, swaps, options, derivatives or similar financial arrangements
                                            to which any Group Company is a party; and



 


		(iv)	any
                                            Encumbrance over any assets of any Group Company.



 


		(b)	No Group Company has any Indebtedness
                                            other than the Intra-group Indebtedness.



 


		(c)	Such Seller has delivered to the Buyer
                                            the following details about all bank accounts maintained or used by each Group Company: the
                                            name and address of the Bank with which each such account is kept and the number and nature
                                            of such account.



 


		(d)	In relation to each of the matters and
                                            arrangements referred to in paragraph (a) above:



 


		(i)	each
                                            such matter or arrangement remains in full force and effect, and there has been no alteration
                                            in their terms and conditions;



 






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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.***


 


		(ii)	no
                                            Indebtedness of any Group Company under any such matter or arrangement is due and payable
                                            (whether as a result of the stated maturity date of such Indebtedness having been reached
                                            or otherwise), and no Group Company has received any notice from any creditor or other counterparty
                                            demanding payment thereunder;



 


		(iii)	so
                                            far as such Seller is aware, no Event has occurred or been alleged to have occurred which
                                            is or, with the passage of time and/or the giving of any notice, certificate, declaration
                                            or demand, would become an event of default under, or a breach of any of, the terms of any
                                            loan capital, borrowing, debenture or financial facility of any Group Company or would entitle
                                            any third party to call for repayment before normal maturity;



 


		(iv)	neither
                                            such Seller nor a Group Company has received written notice that any step to enforce any
                                            such Encumbrance or repayment of any facility has been taken or threatened, and no Encumbrance
                                            is now being enforced; and



 


		(v)	with
                                            the exception of any Guarantee or indemnity granted in connection with the sale and purchase
                                            of the share capital of Limited Liability Company “Zarplata.ru”, none depends
                                            on any Guarantee provided by such Seller, any Seller Related Entity or any other person which
                                            is not a Group Company.



 


		(e)	No Group Company:



 


		(i)	has
                                            outstanding any loan capital;



 


		(ii)	has
                                            incurred or agreed to incur any borrowing which it has not repaid or satisfied;



 


		(iii)	has
                                            lent or agreed to lend any money which has not been repaid to it; and/or



 


		(iv)	is
                                            a party to or has obligations under:



 


		(1)	any loan agreement, debenture, acceptance
                                            credit facility, bill of exchange, promissory note, finance lease, debt or inventory financing,
                                            discounting or factoring arrangement, securitisation or sale and lease back arrangement;
                                            or



 


		(2)	any financing or quasi-financing arrangement
                                            which would not need to be shown or reflected in the Accounts (or any subsequent audited
                                            accounts of such Group Company prepared on the same basis as the Accounts).



 


		(f)	No Group Company has:



 


		(i)	subscribed
                                            for or has any obligation to purchase shares or other securities; or



 


		(ii)	given
                                            or entered into, or agreed to give or enter into, any Encumbrance or Guarantee in favour
                                            or for the benefit of any other party and/or in order to secure any debt, indebtedness or
                                            obligation of any other person.



 






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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.***


 


		(g)	No Encumbrance or Guarantee which remains
                                            outstanding has been given or entered into by any Seller Related Entity or by any other person
                                            to support the obligations of any Group Company.



 


		(h)	Save as Disclosed, there is no outstanding
                                            indebtedness on any account whatsoever owed by any Group Company to any Seller Related Entity
                                            or by any Seller Related Entity to any Group Company.



 


		(i)	No Encumbrance over any asset of any Group
                                            Company will be created, crystalised or become enforceable as a result of the signing of
                                            this Agreement or Completion.



 


		(j)	No Group Company has received any grant
                                            or subsidy or other financial aid or assistance from any Governmental Authority or non-governmental
                                            organisation.



 


		9.	EFFECT
                                            OF THE TRANSACTION



 


		(a)	So far as such Seller is aware, neither
                                            the entering into nor performance by the Buyer and such Seller of their obligations under
                                            this Agreement (including Completion) will:



 


		(i)	cause
                                            (or result in) any Group Company to lose (or losing) the benefit of, or suffer (or suffering)
                                            an adverse impairment of, any material asset, right or privilege which it now enjoys;



 


		(ii)	result
                                            in any Group Company’s losing, or any adverse variation in the terms of, or any default
                                            under, any licence, authorisation or consent reasonably required by any Group Company in
                                            relation to its business;



 


		(iii)	result
                                            in any present Indebtedness of any Group Company becoming due and payable (or capable of
                                            being declared due and payable) prior to its stated maturity date;



 


		(iv)	cause
                                            (or result in) any customer, client, supplier, agent, distributor or any other person who
                                            normally does business with any Group Company and is material to the Business and not easily
                                            replaceable by the relevant Group Company not to continue to do so, either at all or on the
                                            same basis;



 


		(v)	relieve
                                            any person of any obligation (whether contractual or otherwise) to any Group Company; or



 


		(vi)	result
                                            in:



 


		(1)	a material breach of;



 


		(2)	any third party having the right to terminate,
                                            vary, or exercise any right under; or



 


		(3)	the creation, crystallisation or enforcement
                                            of any material Encumbrance under,



 


any Material Contract
to which any Group Company is a 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.***


 


		10.	CONTRACTS



 


		(a)	A full, complete, accurate and up-to-date
                                            copy of each of the Critical Contracts (including any variation or restatement of any such
                                            Critical Contract, and any assignment or novation relating to any such Critical Contract)
                                            has been Disclosed. Schedule 17 (Material Contracts) includes the actual, true
                                            and complete list of the Contracts: (i) which are material to the business of any Group Company
                                            or on which any Group Company is substantially dependent in order to operate its business,
                                            and/or (ii) which involve obligations (including contingent or otherwise) of or to, or payments
                                            by or to, any Group Company in excess of ten million Roubles (RUB 10,000,000) per annum per
                                            Contract or set of related Contracts.



 


		(b)	Except for the Material Contracts Disclosed
                                            under paragraph 10(a), no Group Company is a party to any Contract which:



 


		(i)	is
                                            outside the Ordinary Course of Business;



 


		(ii)	is
                                            of a long term nature (that is, unlikely to have been fully performed in accordance with
                                            its terms within twelve (12) months after the date on which it was entered into or undertaken)
                                            (other than any Contract entered into by a Group Company for an indefinite term and capable
                                            of being terminated with a not more than a six (6) months’ notice);



 


		(iii)	gives
                                            to any party an option to acquire or dispose of any material asset or permits or requires
                                            another person to do so;



 


		(iv)	restricts
                                            the freedom of any Group Company in any material respect, to carry on any business (whether
                                            or not the same constitutes business of a type currently conducted by such Group Company)
                                            in any part of the world in such manner as it considers fit;



 


		(v)	creates
                                            or otherwise relates to any:



 


		(vi)	agency
                                            or distributorship relationship;



 


		(vii)	partnership,
                                            joint venture, consortium, joint development relationship, unincorporated association, profit
                                            sharing or any similar relationship;



 


		(viii)	any
                                            purchasing, manufacturing, licensing (other than in the Ordinary Course of Business) or licensing
                                            (other than licences to standard third party off-the-shelf software) agreement;



 


		(ix)	the
                                            grant of any licence, where the licensee has the right to grant sub-licences to any person;
                                            or



 


		(x)	any
                                            corporate (shareholders’) agreement or other similar agreement between its shareholders;



 


		(xi)	involves
                                            or relates to the grant of any sole or exclusive rights by or to any Group Company;



 


		(xii)	involves
                                            or is reasonably expected to involve, or relates to, the supply of goods or services or a
                                            granting a license by a Group Company to a person, other than a Group Company (A) the aggregate
                                            sales value of which will represent in excess of five per cent (5%) of the turnover of the
                                            Group Company for the preceding Financial Year; or (B) on terms under which any discount,
                                            rebate, price reduction, credit or similar financial arrangements are given or received otherwise
                                            than in the Ordinary Course of Business and in accordance with the Disclosed pricing policies
                                            of the Group Companies, or



 


		(xiii)	will
                                            prevent the Buyer from enjoying the full benefit 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.***


 


		(c)	No Group Company is a party to a Contract
                                            which imposes any non-compete obligations on a Group Company or a Contract with any Competing
                                            Business in the Restricted Territory for any pricing, market sharing or similar arrangements.



 


		(d)	With regard to each of the Material Contracts:



 


		(i)	so
                                            far as such Seller is aware, each such Material Contract is legally binding on the parties
                                            to it and is in full force and effect;



 


		(ii)	so
                                            far as such Seller is aware, none of the parties (including the relevant Group Company) is
                                            in default of its obligations under such Material Contract (and no claim has been made by
                                            any person that any party is in default under any such Material Contract, and no such default
                                            has been threatened by any such party); and



 


		(iii)	there
                                            is no dispute in relation to any Material Contract nor, so far as such Seller is aware, do
                                            any circumstances exist which are reasonably expected to give rise to such a dispute.



 


		(e)	So far as such Seller is aware, there
                                            are no circumstances which constitute a ground on which any Material Contract may be avoided,
                                            rescinded, repudiated, prematurely determined (whether as a result of this Agreement, the
                                            sale of the Participation Interest of such Seller, a breach, event of default or other termination
                                            right under such Contract), or declared to be invalid or which would give any other contracting
                                            party the right to impose any obligation on (whether to make payment or otherwise) or exercise
                                            any right against any Group Company. So far as such Seller is aware, no Group Company has
                                            received any notice of any claim to that effect or notice indicating that such a claim may
                                            be made.



 


		(f)	So far as such Seller is aware, no Group
                                            Company has extended or has received any offer, tender or the like which is capable of being
                                            converted, by any acceptance or other act by a Group Company or any other person, into a
                                            Material Contract (had such Contract been in existence at the date of this Agreement).



 


		(g)	As of Completion there are no powers of
                                            attorney which are outstanding or effective to or in favour of any person to enter into any
                                            Contract or to do anything on behalf of any Group Company.



 


		(h)	No material part of the business of any
                                            Group Company is carried on under the assent or consent of a third party.



 


		11.	RELATED
                                            PARTY TRANSACTIONS



 


		(a)	Save as Disclosed, there is no indebtedness,
                                            liability or other obligation (actual or contingent), between any Group Company, on one hand,
                                            and such Seller or any of its Affiliates or any Seller Related Entity, on the other hand.



 






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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)	There is no Guarantee issued by any Group
                                            Company in favour of such Seller or any of its Affiliates or any Seller Related Entity.



 


		(c)	Save as Disclosed, there are no agreements
                                            or arrangements between any Group Company on one hand, and such Seller or any of its Affiliates
                                            or any Seller Related Entity, on the other hand, for the supply of any goods or services
                                            or the use by any Group Company of the property, rights or assets of such Seller or any of
                                            its Affiliates or any Seller Related Entity (or vice versa). There are no management
                                            agreements, consultancy or similar arrangements between any Group Company and such Seller
                                            or any of its Affiliates or any Seller Related Entity.



 


		(d)	Neither such Seller, nor any of its Affiliates,
                                            nor, as far as such Seller is aware any Seller Related Entity is entitled to a claim of any
                                            nature against any Group Company, or has assigned to any person the benefit of any such claim
                                            which remains outstanding or reasonably expected to be made.



 


		(e)	Save for the Related Party Agreements,
                                            no Group Company is party to, bound by, or subject to, any agreement or arrangement with
                                            such Seller or any of its Affiliates or any Seller Related Entity other than pursuant to
                                            a confidentiality agreement or any other agreement of similar nature entered into in the
                                            Ordinary Course of Business.



 


		(f)	The particulars in relation to the Related
                                            Party Agreements contained in ‎Schedule 14 (Related Party Agreements)
                                            are true and accurate. A true and accurate copy of each Related Party Agreement has been
                                            Disclosed.



 


		(g)	No Group Company is dependent on any service,
                                            asset or facility shared with or provided by such Seller or any of its Affiliates or any
                                            Seller Related Entity, in each case other than under and in accordance with the express terms
                                            of any Related Party Agreement.



 


		(h)	All Related Party Agreements, to which
                                            any Group Company is a party (or was a party during any of the three (3) Financial Years
                                            ending before the date of this Agreement) have been entered into on market terms in accordance
                                            with the transfer pricing rules under the Applicable Laws.



 


		12.	CUSTOMERS
                                            AND SUPPLIERS



 


		(a)	In this paragraph‎, the following
                                            term shall have the following meaning:



 


“Material
Counterparty” means any counterparty to any Material Contract.


 


		(b)	In the period of twelve (12) months ending
                                            on the date of this Agreement, other than due to the Market Conditions:



 


		(i)	no
                                            Material Counterparty has ceased (or threatened to cease) to do business with, or reduced
                                            (or threatened to reduce) in any material respect the extent to which it does business with
                                            any Group Company; and



 


		(ii)	there
                                            has been no material change in the basis or terms on which any Material Counterparty does
                                            business with any Group Company which has had a material adverse effect on the Business.



 


		13.	ASSETS



 


		(a)	The Properties comprise all of the premises,
                                            buildings and land owned, occupied or otherwise used in connection with the businesses of
                                            the Group Companies.



 






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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)	The requisite details of each relevant
                                            lease in relation to each Property (including all amendments and additions to it) are set
                                            out in Schedule 5 (Properties). The term and the termination date of each lease
                                            as specified in Schedule 5 (Properties) are true and accurate.



 


		(c)	The Properties are used under valid, binding
                                            and duly state registered (if such state registration is required by Applicable Law) lease
                                            (or sub-lease) agreements. The underlying lease agreement(s) under which the relevant lessor
                                            sub-leases any Property to any Group Company are valid, binding and duly state registered
                                            (if such state registration is required by Applicable Law) and so far as such Seller is aware,
                                            there are no circumstances, which would entitle any party to such underlying leases to terminate
                                            them.



 


		(d)	So far as such Seller is aware, no Group
                                            Company is in material breach of any lease (sub-lease) in respect of the leased Property
                                            to which it is a party which would entitle the lessor (sub-lessor) to terminate such lease,
                                            and no notice to terminate or threat to terminate a lease (sub-lease) or similar notice has
                                            been given by, or to, a Group Company in relation to any Property, and, so far as such Seller
                                            is aware, there are no grounds which could reasonably be expected to result in any Group
                                            Company receiving any such notice.



 


		(e)	Save as Disclosed, no Group Company keeps
                                            its records, equipment and other property as necessary for operating its business at any
                                            place other than the Properties, and, so far as such Seller is aware, there are no circumstances,
                                            onerous and unusual conditions that are reasonably expected to hinder any Group Company’s
                                            rights to access and use its records, equipment and other movable property, including by
                                            way of hindering Group Company’s Employees’ access to the Properties. So far
                                            as such Seller is aware, there is no imminent or reasonably expected interruption of any
                                            such right.



 


		(f)	There is no current or, so far as such
                                            Seller is aware, pending court or arbitration or administrative proceedings arising out of
                                            or in connection with any Property that are reasonably expected to affect the relevant Group
                                            Company’s right to continue to use such Property on materially the same terms as currently
                                            in effect.



 


		14.	OWNERSHIP
                                            AND CONDITION OF ASSETS



 


		(a)	Each Group Company owns or has ownership
                                            of or the right to use all the assets and rights that it needs to carry on its business in
                                            all material respects in the same place and in the same manner as carried out immediately
                                            before the date of this Agreement.



 


		(b)	All assets included in the Accounts or
                                            acquired by any of the Group Companies since the Accounts Date, other than any assets disposed
                                            of or realised in the Ordinary Course of Business are:



 


		(i)	legally
                                            and beneficially owned by the Group Companies;



 


		(ii)	where
                                            capable of possession, in the possession or under the control of the relevant Group Company;
                                            and



 


		(iii)	free
                                            from Encumbrances.



 


		(c)	All machinery, furniture, fixtures, fittings,
                                            vehicles and equipment owned or used by any Group Company is in normal condition and in working
                                            order in all material respects.



 






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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.***


 


		15.	SUFFICIENCY
                                            OF ASSETS AND PERSONNEL



 


		(a)	Other than pursuant to any agreement between
                                            the Buyer and such Seller in respect of the Integration and save as Disclosed, the Property,
                                            material rights (including rights under Material Contracts), material assets owned, leased
                                            or otherwise lawfully used by the Group Companies and Restricted Persons employed by the
                                            Group Companies comprise the material property, rights, assets and Employees necessary for
                                            the carrying on the business of each Group Company (as carried out as of the date of this
                                            Agreement in all material respects and as is envisaged to be conducted after Completion during
                                            the Integration Period.)



 


		16.	INTELLECTUAL
                                            PROPERTY RIGHTS AND INFORMATION TECHNOLOGY



 


		(a)	Intellectual Property Rights



 


		(i)	All
                                            Business IPR is, or will be at Completion, either legally and beneficially owned by a Group
                                            Company or lawfully used with the consent of the owner, under a licence or on another legal
                                            ground. Each Group Company has in its disposal all Contracts and other relevant documents
                                            related to its rights to Business IPR. A full, complete, accurate and up-to-date copy of
                                            each such Contract has been Disclosed.



 


		(ii)	The
                                            Owned IPR:



 


		(1)	is exclusively legally and beneficially
                                            owned by the Group Companies;



 


		(2)	is not subject to any Encumbrance or any
                                            licence, other than a licence in the Ordinary Course of Business, in favour of any other
                                            person than a Group Company and no consent was granted for the use of the Owned IPR in favour
                                            of any person other than in the Ordinary Course of Business or other than in favour of a
                                            Group Company; and



 


		(3)	is (except for pending applications, validity
                                            of which is subject to state examination) valid and enforceable.



 


		(iii)	All
                                            Business IPR that is required to be registered under Applicable Law has been properly registered
                                            in the name of a Group Company, and all reasonable steps have been taken by the Group for
                                            the maintenance and protection of all Business IPR.



 


		(iv)	In
                                            respect of the Owned Registered IPR:



 


		(1)	all relevant registrations and applications
                                            are in the name of a member of the Group;



 


		(2)	all fees which are due, and steps which
                                            are required, for their maintenance, prosecution and protection have been paid and taken;



 






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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)	no application for registration has been
                                            discontinued;



 


		(4)	no opposition to any ongoing applications
                                            has been filed and, so far as such Seller is aware, there are no facts, matters or circumstances
                                            which would indicate or suggest that any opposition is reasonably expected to be made; and



 


		(5)	all applications for registration of any
                                            Intellectual Property Rights are proceeding normally and, so far as such Seller is aware,
                                            there are no facts, matters or circumstances which would indicate or suggest that any of
                                            the applications are not reasonably expected to be granted and/or proceed to registration
                                            substantially in accordance with the application.



 


		(b)	Other than as expressly specified in Schedule
                                            15 (The Intellectual Property Rights), no Intellectual Property Rights that
                                            are owned by any Seller Related Entity are used in and are material for the business of any
                                            Group Company (as carried out as of the date of this Agreement).



 


		(c)	Other than the licensed Business IPR expressly
                                            specified in ‎Schedule 15 (The Intellectual Property Rights), Part (b)
                                            (Used IPR), the Group Companies are the owners of all the Intellectual Property
                                            Rights in the Product Range and neither of the Group Companies has received any written notice
                                            that the use and/or possession and/or commercial exploitation of the Product Range by the
                                            Group Companies (including the provision of any related services using the Product Range)
                                            has infringed, and currently infringes, the Intellectual Property Rights of any third party,
                                            and, so far as such Seller is aware, there’s no ground for such notice to be served
                                            by any party.



 


		(d)	To the extent that the Product Range incorporates
                                            third party products or the Group Companies do not own any of the Intellectual Property Rights
                                            in the Product Range, then the Contracts under which the relevant Group Company licences,
                                            uses and/or exploits such third party products or Intellectual Property Rights in the Product
                                            Range have been Disclosed.



 


		(e)	Each Group Company has a valid licence
                                            Contract with respect to all Used IPR that it exploits.



 


		(f)	Schedule 21 (Material Licenses)
                                            includes the actual, true and complete list of the licence Contracts with respect to
                                            all the Used IPR. Each Material License:



 


		(i)	is
                                            in full force and effect, and no written notice has been given on either side to terminate
                                            it;



 


		(ii)	has
                                            been complied with in all material respects by a Group Company;



 


		(iii)	has
                                            been duly recorded or registered by the relevant Group Company, which is required to do so
                                            by Applicable Law;



 


		(iv)	so
                                            far as such Seller is aware, no circumstances exist which would entitle a party to terminate
                                            it;



 


		(v)	neither
                                            entering into, nor compliance with, nor completion of, this Agreement will entitle a party
                                            to terminate it, vary it, or make a claim under it;



 


		(vi)	does
                                            not impose any exclusivity obligations on a Group Company;



 


		(vii)	so
                                            far as such Seller is aware, is not the subject of any claim, dispute or proceeding, pending
                                            or threatened.



 






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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.***


 


		(g)	No Group Company has in the past twenty-four
                                            (24) months received any written notice alleging that it infringes or misuses Intellectual
                                            Property Rights of a third party. So far as such Seller is aware, no Group Company is in
                                            breach or misuse of any Intellectual Property Rights of any third party. No Group Company
                                            has received any written notice that any actions, claims, counterclaims, applications or
                                            allegations of any breach or misuse by a Group Company of any Intellectual Property Rights
                                            of any third party have been brought or made, and, so far as such Seller is aware, there
                                            have been no facts, matters or circumstances which could give rise to such an action, claim,
                                            counterclaim, application or allegation.



 


		(h)	No Group Company has received any written
                                            notice of any claim or assertion that the Group’s ownership and/or possession and/or
                                            commercial exploitation of the Product Range (or any part of it) infringes the Intellectual
                                            Property Rights of any third party.



 


		(i)	There is no payment or other liability
                                            of any Group Company which is overdue or has been failed to be duly performed in relation
                                            to any Business IPR.



 


		(j)	All Business IPR is valid, subsisting
                                            and enforceable. No Group Company has received any written claims or counterclaims as to,
                                            and no actions, applications or written allegations contesting the validity or enforceability
                                            of any Business IPR or its ownership by a Group Company have been brought or made, and, so
                                            far as such Seller is aware, there have been no facts, matters or circumstances which could
                                            give rise to such an action, claim, counterclaim, application or allegation.



 


		(k)	So far as such Seller is aware, the Owned
                                            IPR is not being infringed or used without authorisation by any third party.



 


		(l)	The Group Companies have complied in all
                                            material respects with their Disclosed internal policies in respect of the treatment of know-how,
                                            trade secrets and Confidential Information pertaining to or related with the Group.



 


		(m)	So far as such Seller is aware, no material
                                            know-how, trade secret or Confidential Information of any Group Company is, or was misappropriated,
                                            disclosed or used by any person in breach of confidentiality obligations.



 


		(n)	Each Group Company has approved its confidentiality
                                            policy and conveyed this policy to its employees and has taken all other reasonable steps
                                            required or appropriate to protect and preserve the confidentiality of all of its know-how,
                                            trade secrets and Confidential Information.



 


		(o)	The Business IPR comprises all the Intellectual
                                            Property Rights material for the Group to carry on its business as carried out as of the
                                            date of this Agreement.



 


		(p)	None of Business IPR, nor the rights of
                                            any Group Company in any Business IPR, will be adversely affected by or in connection with
                                            this Agreement or any other Transaction Document.



 


		(q)	The Group has in its possession copies
                                            of the current source materials relating to the Product Range (including but not limited
                                            to source code, scripts, database schemas and software tools) as are necessary for a reasonably
                                            skilled programmer or analyst to maintain, enhance, amend and otherwise modify the Product
                                            Range without further recourse to such Seller.



 






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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.***


 


		(r)	So far as such Seller is aware, no Group
                                            Company has infringed the Intellectual Property Rights of any third party in any material
                                            way, during the two (2) years preceding the date of this Agreement.



 


		(s)	LLC N1 Technologies is the owner of trademarks
                                            No [***] and No [***], registered in the Russian Federation. Such trademarks do not violate
                                            rights of any third party. An application to transfer the ownership of (to assign the exclusive
                                            rights to) both trademarks from LLC N1 Technologies to LLC N1.RU has been filed with Rospatent.



 


		(t)	Information Technology



 


		(i)	‎Schedule
                                            16 (Information Technology) lists complete and accurate details of all elements
                                            of the Business IT. Each element of the Business IT is validly used by a Group Company. Other
                                            than expressly specified in ‎Schedule 16 (Information Technology), no
                                            element of the Business IT is provided by a Seller Related Entity.



 


		(ii)	True
                                            and complete copies of all Material IT Contracts, which are included in the list of Critical
                                            Contracts, have been Disclosed. Each Material IT Contract:



 


		(1)	is in full force and effect, and no notice
                                            having been given on either side to terminate it;



 


		(2)	has, where required, been duly recorded
                                            or registered;



 


		(3)	so far as such Seller is aware, no circumstances
                                            exist which would entitle a party to terminate it;



 


		(4)	neither entering into, nor compliance
                                            with, nor completion of, this Agreement will entitle a party to terminate it, vary it, or
                                            make a claim under it;



 


		(5)	is not the subject of any claim, dispute
                                            or proceeding, including, so far as such Seller is aware, pending or threatened.



 


		(u)	So far as such Seller is aware, no Business
                                            IT is inoperative or infected by any virus or malicious code or other extraneously-induced
                                            malfunction. So far as such Seller is aware, no person has or has had unauthorised access
                                            to the Business IT or any data stored thereon.



 


		(v)	Other than as expressly set forth in Schedule
                                            16 (Information Technology), the Group is the legal and beneficial owner of
                                            or has a valid lease in respect of all computer hardware or other infrastructure equipment
                                            or systems (the “IT Hardware”) material for the business of the Group
                                            (as conducted as of the date of this Agreement).



 


		(w)	Other than as expressly set forth in Schedule
                                            16 (Information Technology), the IT Hardware is fully functional in all material
                                            respects and comprises all information and communication technologies necessary for the continuation
                                            of the business of the Group substantially as carried on as of the date of this Agreement,
                                            and no substantial modification, replacement or enhancement of IT Hardware is currently required
                                            (save in the ordinary course or which cost is above one million (1,000,000) RUB) to permit
                                            the Group to carry on its business substantially in the same manner (over the next 12 months)
                                            as carried out as of the date 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.***


 


		17.	PERSONAL
                                            DATA PROTECTION



 


		(a)	Each Group Company has approved, signed
                                            with all relevant Staff Members, introduced and complies in all material respects with policies
                                            and procedures with respect to collection, use, processing, storage and transfer of all personally
                                            identifiable information relating to individuals (collectively, “Personal Data”)
                                            in accordance with the Data Protection Legislation.



 


		(b)	Each Group Company complies in all material
                                            respects with the Data Protection Legislation and the contractual obligations relating to
                                            Personal Data to which the Group Company is subject to, including, without limitation, requirements
                                            with respect to notification of a relevant Governmental Authority, gathering all relevant
                                            consents for collection, use, processing, storage and transfer of Personal Data, and technical
                                            requirements in relation to data storage, processing and sharing as is required under Applicable
                                            Law. No Group Company has received any written inquiry from or been subject to any audit
                                            or other proceeding of any Governmental Authority regarding its compliance with Data Protection
                                            Legislation.



 


		(c)	Neither of the Group Companies has been
                                            brought to administrative liability for a material violation by a Group Company of Data Protection
                                            Legislation. To the knowledge of such Seller, each Group Company has taken commercially reasonable
                                            steps (including implementing and monitoring compliance with adequate measures with respect
                                            to technical and physical security) to reasonably ensure that any Personal Data collected
                                            by each Group Company is protected against loss and against unauthorised access, use, modification,
                                            disclosure or other misuse.



 


		(d)	All Personal Data of Russian citizens
                                            collected by any Group Company is initially collected and stored using databases located
                                            in Russia.



 


		18.	EMPLOYEES



 


		(a)	Such Seller has Disclosed true and complete
                                            information and documents in respect of the terms of employment (including remuneration,
                                            compensations, benefits and any bonus arrangement) of all Staff Members whose individual
                                            all-inclusive gross remuneration exceeds RUB 5,000,000 (five million Roubles) per annum.



 


		(b)	No Group Company is a party to, bound
                                            by or proposing to introduce in respect of any of its Staff Members or any third party any
                                            share option, profit sharing, bonus, commission or any other scheme relating to the profit
                                            or revenue of any Group Company.



 


		(c)	Save as Disclosed, no Seller Related Entity
                                            nor Affiliate or Employee of any Seller Related Entity is a party to, or entitled to the
                                            benefits of, any top management incentive program of a Group Company, or any management services
                                            or consultancy contract or arrangement with any Group Company.



 


		(d)	Save as Disclosed, there is no top management
                                            incentive program in any Group Company. Complete, accurate and up-to-date copies of remuneration
                                            and incentive policies and arrangements of each Group Company have been Disclosed.



 






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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.***


 


		(e)	Save as Disclosed, there are no current
                                            or, so far as such Seller is aware, threatened employment disputes with any current or former
                                            Staff Member to which a Group Company is a party and, so far as such Seller is aware, there
                                            are no circumstances which are reasonably expected to give rise to any such dispute.



 


		(f)	No Group Company is a party to any collective
                                            agreement or other arrangement with any trade union, staff association, work council, Employees’
                                            representatives, collective bargaining agreement or similar, nor, so far as such Seller is
                                            aware, Employees are members of any trade union of staff association. So far as such Seller
                                            is aware, there is no trade union, work council or other similar organisation in any Group
                                            Company.



 


		(g)	Performance of this Agreement and any
                                            other Transaction Document will not trigger any legal obligation of a Group Company to make
                                            any material special payment, or vesting, funding or similar rights relating to compensation,
                                            incentives or benefits payable, granted or otherwise provided to any Staff Member.



 


		(h)	There is no liability, indebtedness, or
                                            amount due, payable or outstanding obligation of any Group Company due to or in respect of
                                            any Staff Member or former Staff Member, other than current salaries, statutory compensations,
                                            personal income tax and statutory contributions to state extra-budgetary funds, in each case,
                                            for the period not exceeding one month.



 


		(i)	There is no liability, indebtedness, or
                                            amount due, payable or outstanding obligation of any Group Company with respect to any bonus
                                            or incentive, pension plan or similar benefits owed to a Staff Member or a former Staff Member.



 


		(j)	Each Key Employee continues to be employed
                                            by a Group Company.



 


		(k)	Neither of the Group Companies has received
                                            a written notice that a Staff Member or former Staff Member has submitted a claim in respect
                                            of breach of contract, compensation for loss of office, redundancy, unfair dismissal or on
                                            any other ground and, as far as such Seller is aware, and (save as Disclosed, there is no
                                            ground for any such claim to be brought.



 


		(l)	Save as Disclosed, no payment has been
                                            made or promised by any Group Company by agreement or written arrangement in connection with
                                            the actual or proposed termination, breach, suspension or variation of any employment or
                                            engagement of any present or former Staff Member, and there is no outstanding obligation
                                            of any Group Company to pay any compensation or provide any benefits to any present or former
                                            Staff Member (or their dependents or relatives).



 


		(m)	No Group Company has entered into any
                                            written arrangement regarding any material variation of any contract with any Staff Member
                                            with the effect at any moment after Accounts Date. There is no written agreement imposing
                                            an obligation on any Group Company to increase the basis and/or rates of remuneration and/or
                                            the provision of other benefits in kind (including any share option, share incentive, profit
                                            related pay, profit sharing bonus, or other incentive scheme) to or on behalf of any Staff
                                            Member at any moment after Accounts 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.***


 


		(n)	Each Group Company has maintained records,
                                            which are accurate and up-to-date in all material respects, regarding its Employees as required
                                            by the Applicable Law and no Group Company is proposing to adopt any new scheme in relation
                                            to any such matters.



 


		(o)	Save as Disclosed, there is no, and no
                                            formal proposal has been announced to enter into or establish, any agreement, arrangement,
                                            custom or practice for the payment of, or payment of a contribution towards, a pension, allowance,
                                            lump sum or other similar benefit on retirement, death, termination of employment (whether
                                            voluntary or not) for the benefit of a Staff Member or former Staff Member, or any such person’s
                                            dependents.



 


		(p)	No material change has been made by any
                                            Group Company in personnel related policies and regulations, employment contracts and/or
                                            terms of employment of Staff Members since the Accounts Date or which would take effect at
                                            any moment after the Accounts Date.



 


		(q)	No contract is or has been entered into
                                            by a Group Company with members of its board of directors. Save as Disclosed, no contract
                                            entered into by a Group Company with any Staff Member or former Staff Member provides for
                                            a severance payment or a compensation in connection with termination of an employment contract
                                            on any ground exceeding the minimum amounts provided for by Applicable Law.



 


		(r)	Each Group Company complies in all material
                                            respects with Applicable Law in respect of engaging foreign Staff Members.



 


		19.	INSURANCE



 


Each Group Company
has obtained all insurance policies as required by Applicable Law.


 


		20.	DISPUTES



 


		(a)	No Group Company and/or, so far as such
                                            Seller is aware, Director nor any person for whose acts any Group Company may be vicariously
                                            liable, is engaged or involved in any capacity or otherwise is the subject of any of the
                                            following:



 


		(i)	any
                                            claim, suit, legal action, proceeding, litigation, arbitration, mediation, prosecution, investigation,
                                            enquiry, hearing or other legal proceedings before any court, tribunal, arbitral or any statutory,
                                            governmental, regulatory or similar body, department or agency in any jurisdiction, for an
                                            amount exceeding RUB 600,000 (six hundred thousand roubles); or



 


		(ii)	any
                                            dispute with, or any investigation, inquiry or enforcement proceedings by, any statutory,
                                            governmental, regulatory or similar body or agency in any jurisdiction, each time in connection
                                            with a Group Company, Business IPR and/or other material assets, rights or liabilities of
                                            the Group and/or otherwise involving material interest of or having material exposure, directly
                                            or indirectly, on any Group Company.



 


		(b)	In respect of the types of matter referred
                                            to in paragraph 20(a), so far as such Seller is aware, no such matters are pending or threatened
                                            by or against any Group Company.



 






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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)	No Director of a Group Company has been
                                            disqualified under the Applicable Laws. Neither Group Company nor its Director is a person
                                            featured in Article 23 Clause 1 Paragraph (ф) of the Federal Law of the Russian Federation
                                            On State Registration of Legal Entities and Individual Entrepreneurs” No. 129-FZ.



 


		(d)	No unsatisfied final non-appealable judgement
                                            or award exceeding RUB 300,000 (three hundred thousand Roubles) is outstanding against any
                                            Group Company.



 


		(e)	Neither a Group Company nor any Business
                                            IPR or Material Contract is affected by any existing, nor neither such Seller nor a Group
                                            Company has received any written notice of any pending, injunction, judgment, order, decree,
                                            award, or other decision or ruling of a court, tribunal, arbitrator, or any governmental,
                                            regulatory or similar body or agency in any jurisdiction and, so far as such Seller is aware,
                                            there is no ground for any of the abovementioned



 


		(f)	No Group Company has given any undertaking
                                            to any court, tribunal, arbitrator, or any governmental, regulatory or similar body or any
                                            other third party arising out of, or in connection with, any matter of the type referred
                                            to in paragraph 20(a) which remains in force.



 


		21.	ANTI-CORRUPTION,
                                            MONEY LAUNDERING AND SANCTIONS



 


		(a)	For the purposes of this paragraph 21,
                                            the following terms shall have the following meanings:



 


		(i)	“Anti-Corruption
                                            Law” means:



 


		(1)	the OECD Convention on Combating Bribery
                                            of Foreign Public Officials in International Business Transactions, 1997 (the “OECD
                                            Convention”);



 


		(2)	the Foreign Corrupt Practices Act of 1977
                                            of the United States of America, as amended by the Foreign Corrupt Practices Act Amendments
                                            of 1988 and 1998, and as may be further amended and supplemented from time to time (together,
                                            the “FCPA”);



 


		(3)	the Bribery Act 2010 (or any United Kingdom
                                            laws prohibiting bribery or corruption preceding the Bribery Act 2010);



 


		(4)	the Federal Law of the Russian Federation
                                            “On Counteracting Corruption”, Articles 204, 290 and 291 of the Criminal Code
                                            of the Russian Federation, and Article 19.28 of the Code of Administrative Violations of
                                            the Russian Federation; and



 


		(5)	any other Applicable Law (including any
                                            (a) statute, ordinance, rule or regulation, (b) order of any court, tribunal or any other
                                            judicial body, and (c) rule, regulation, guideline or order of any public body, or any other
                                            administrative requirement) which:



 


		(6)	prohibits the conferring of any gift,
                                            payment or other benefit on any person or any officer, employee, agent or adviser of such
                                            person; and/or



 


		(7)	is broadly equivalent to the FCPA and/or
                                            the above United Kingdom laws, and/or the above laws of the Russian Federation, or was intended
                                            to enact the provisions of the OECD Convention or which has as its objective the prevention
                                            of corruption;



 






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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.***


 


		(ii)	“Anti-Money
                                            Laundering Laws” means:



 


		(1)	the European Union Money Laundering Directives;



 


		(2)	in the United Kingdom, the Money Laundering
                                            Regulations 2007, the Proceeds of Crime Act 2002, the Serious Organized Crime and Police
                                            Act 2005, the Anti-Terrorism, Crime and Security Act 2001;



 


		(3)	in the United States, the Executive Order
                                            and statutes authorizing the establishment of trade and economic sanctions programs enforced
                                            by the Office of Foreign Assets Control of the U.S. Treasury Department, the Bank Secrecy
                                            Act of 1970 and the PATRIOT Act of 2001;



 


		(4)	in the Russian Federation, Federal Law
                                            On Counteraction of Legitimization (Laundering) of Proceeds of Crime and Financing of Terrorism,
                                            Articles 174 and 174.1 of the Criminal Code of the Russian Federation, and Article 15.27
                                            of the Code of Administrative Violations of the Russian Federation; and



 


		(5)	any other laws, regulations or conventions
                                            in any jurisdiction relating to terrorism or money laundering; and



 


		(iii)	“Associated
                                            Person” means, in relation to a company, a person (including any employee, agent
                                            or subsidiary) who performs (or has performed) services for or on behalf of that company.



 


		(b)	No Group Company, nor, so far as such
                                            Seller is aware, any of its Directors, officers or Staff Members acting in their professional
                                            capacity with the relevant Group Company, any of the Group Company’s Associated Persons,
                                            or any other person acting on any Group Company’s behalf:



 


		(i)	has
                                            engaged in any activity or conduct that has resulted or will result in a violation of; or



 


		(ii)	so
                                            far as such Seller is aware, is being investigated by any Governmental Authority in relation
                                            to any alleged violation of any:



 


		(1)	Anti-Corruption Laws;



 


		(2)	Anti-Money Laundering Laws; or



 


		(3)	Applicable Laws relating to Sanctions.



 


		(c)	Each Group Company has in place adequate
                                            policies and procedures to prevent bribery.



 






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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 Tax Warranties


 


The Tax Warranties
are given in respect of facts, matters and circumstances arising or in existence during the three (3) full calendar years prior to the
date of this Agreement, and the period of the calendar year in which the Completion occurs until the Completion Date. Unless otherwise
provided for specifically within the relevant Warranty, each Seller warrants to the Buyer as follows:


 


		1.	Each
                                            of the Group Companies is and always has been and will until Completion be resident for Tax
                                            purposes in the Russian Federation only and no activities of any Group Company or any other
                                            entity have led to or are reasonably expected to lead to creation of a permanent establishment
                                            for tax purposes in any other jurisdiction.



 


		2.	Each
                                            Group Company is and has been in material compliance with all Applicable Laws in respect
                                            of registration with any Governmental Authority for Tax purpose.



 


		3.	All
                                            claims, returns, notifications, reports, statements, registrations, accounts and computations
                                            which have become due and any other information to be submitted to any Tax Authority have
                                            in all material respects been prepared on the basis which is proper, accurate and in accordance
                                            with Applicable Law, and so far as such Seller is aware remain materially accurate and complete
                                            and have been duly submitted within any applicable statutory time limits.



 


		4.	Any
                                            Tax which has become due from any Group Company has been duly paid in all material respects
                                            in compliance with the Tax legislation.



 


		5.	Each
                                            Group Company has in all material respects complied with all obligations and requirements
                                            imposed on it by Tax legislation relating to the payment of Tax which has become due including,
                                            without limitation, withholding Tax payable by each Group Company acting as tax agent and
                                            social insurance contributions to the Russian state pensions fund, social security fund and
                                            the fund of medical insurance, has been paid by each of the Group Companies.



 


		6.	Each
                                            Group Company has made all deductions and withholdings which it was required by Applicable
                                            Law to make in respect of or on account of any Tax, from all payments made by it, including
                                            to non-residents, the conditions for application of the respective double tax treaties provisions
                                            have been met, and the Group Companies have obtained and retained all documents in the form
                                            and substance required by Applicable Law necessary in order to apply these provisions (including,
                                            without limitation, all appropriate certificates regarding the beneficial owner of payments
                                            and other documents required by Applicable Law to evidence that the person on whose benefit
                                            the transfer was made was entitled to a reduced rate of withholding tax under Applicable
                                            Law), and has accounted to the relevant Tax Authority for all amounts so deducted or withheld.



 


		7.	There
                                            are no ongoing, pending or, to the best of such Seller’s knowledge, threatened actions,
                                            proceedings, assessments or collections of Tax with respect to any Group Company or with
                                            respect to any Business IPR or any other asset of any Group Company.



 


		8.	The
                                            provision or reserve required by Applicable Law has been made in the Accounts for any Tax
                                            Liability to be assessed on the relevant Group Company in respect of:



 


		(a)	profits, gains or income (as computed
                                            for Tax purposes) arising or accruing or deemed to arise or accrue on or before the relevant
                                            date; and



 


		(b)	any transactions effected and actions
                                            taken (or deemed to be effected or taken) on or before the relevant 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.***


 


		9.	Proper
                                            provision for deferred Tax required by Applicable Law has been made in the Accounts.



 


		10.	Each
                                            Group Company has prepared, kept and preserved materially complete, accurate and up-to-date
                                            records as required by Applicable Law.



 


		11.	All
                                            input VAT recovered by each Group Company was in compliance with Applicable Law. Each Group
                                            Company has had all appropriate documentation for a relevant recovery (refund).



 


		12.	So
                                            far as such Seller is aware neither execution nor completion of this Agreement or any other
                                            Transaction Document will result in any change in the Tax status, basis or treatment of a
                                            Group Company or any of its respective assets, nor in the withdrawal of any Relief granted
                                            or claimed on or before Completion.



 


		13.	All
                                            material transactions entered into by each Group Company have been entered into on arm’s
                                            length terms and in compliance with the transfer pricing rules under the Applicable Law.
                                            No notice or enquiry by any Tax Authority is made in connection with any such transaction.



 


		14.	No
                                            Group Company has knowingly entered into or been a party to any scheme, arrangement or other
                                            practice whatsoever the main purpose of which was the avoidance or evasion of a liability
                                            for Tax.



 


		15.	No
                                            Group Company is liable to pay or, so far as such Seller is aware, is reasonably expected
                                            to become liable to pay, a material penalty or interest in respect of Tax, and no Group Company
                                            is subject to any suspended Tax related penalties.



 


		16.	No
                                            Group Company is involved in any dispute with any Governmental Authority in any jurisdiction
                                            with respect to any Tax matters. So far as such Seller is aware, there are no circumstances
                                            which are reasonably expected to cause such a dispute to arise.



 


		17.	Each
                                            Group Company has exercised due care in selection of its suppliers, service providers and
                                            other counterparties, and as far as such Seller is aware, none of the suppliers, service
                                            providers and other counterparties in a material transaction of a Group Company have been
                                            involved into any mala fide practices that may be considered by the Tax Authority as grounds
                                            for imposition of a Tax Liability on a Group Company.



 


		18.	Each
                                            Group Company has properly obtained and maintained and has available all the documentation
                                            (including, without limitation, primary documents) required by Applicable Law to support
                                            its administration of Tax liabilities and any Relief, duly executed by a Group Company and/or
                                            its suppliers, service providers and other counterparties, and such documentation is accurate,
                                            complete and sufficient to support its Tax administration in all material respects.



 


		19.	Other
                                            than as may be required by Applicable Law, no Group Company is or has ever been or been treated
                                            as, an agent or Representative of another person for any Tax purpose.



 


		20.	The
                                            immovable property assets of each Group Company located in the Russian Federation comprise
                                            less than fifty percent (50%) of its total assets value.



 






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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.***


 


Schedule
4 Seller Limitations


 


Part
1 General Limitations


 


		1.	Fraud exception



 


Nothing in this Schedule 4 (Seller
Limitations) limits the liability of a Seller in the case of fraud or wilful deceit by a Seller or, before Completion, by any
Group Company or any of its officers, Employees or agents.


 


		2.	Cap on Claims



 


		2.1	The aggregate liability of the Sellers for
                                            all:



 


		(a)	Claims shall not exceed the amount of [***] including any amount payable in respect of the Buyer’s costs (including
                                            legal and other professional fees and expenses) and the maximum amount of each Seller’s
                                            liability in respect of all Claims (including Fundamental Warranty Claims) shall be the Relevant
                                            Proportion of each Seller for any such Claims;



 


		(b)	Tax Claims shall not exceed [***] of the Consideration and the maximum amount of each Seller’s liability in
                                            respect of all Tax Claims (including any amount payable in respect of the Buyer’s costs
                                            (including legal and other professional fees and expenses)) shall be the Relevant Proportion
                                            of each Seller for any such Tax Claims;



 


		(c)	IP Claims shall not exceed [***] of the Consideration and the maximum amount of each Seller’s liability in
                                            respect of all IP Claims (including any amount payable in respect of the Buyer’s costs
                                            (including legal and other professional fees and expenses)) shall be the Relevant Proportion
                                            of each Seller for any such IP Claims; and



 


		(d)	Claims other than Title Claims, Tax Claims
                                            and IP Claims shall not exceed [***] of the Consideration and the maximum
                                            amount of each Seller’s liability in respect of all Claims other than Title Claims,
                                            Tax Claims and IP Claims (including any amount payable in respect of the Buyer’s costs
                                            (including legal and other professional fees and expenses)) shall be the Relevant Proportion
                                            of each Seller for all Claims other than Title Claims, Tax Claims and IP Claims.



 


		2.2	For any Claim in respect of breaches of a
                                            Seller’s covenants contained in Clause 12, Clause 13.3. Clause 17, Clause 18 and Clause
                                            36 (a “Covenant Claim”), where more than one Seller is liable for the
                                            same loss or damage, the proportion of that liability that the Buyer may claim against each
                                            Seller is their Relevant Proportion only, provided that, notwithstanding anything to the
                                            contrary in this Agreement, if more than one Seller but less than all the Sellers are liable
                                            for the same loss or damage, the proportion of the liability that the Buyer may claim against
                                            each such Seller under the Covenant Claim is their Relevant Proportion as amended to exclude
                                            the innocent Seller(s). By way of example, if Seller 3 and Seller 4 are the only Sellers
                                            liable for the same loss or damage under the Covenant Claim then Seller 3 is liable for [***]% and Seller 4 is liable for [***]% of such loss or damage, rather than [***]% and [***]% (being
                                            the Relevant Proportions of Seller 3 and Seller 4, respectively) of such loss or damage.
                                            For the avoidance of doubt, nothing within this paragraph 2.2 shall act to increase the liability
                                            caps of each Seller beyond those detailed within paragraph 2.1 of this Schedule 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.***


 


		2.3	Without prejudice to any other rights or remedies
                                            that the Buyer may have in respect of a Covenant Claim, each of Seller 2 and Seller 4 acknowledges
                                            and agrees that damages alone would not be an adequate remedy for any breach of a Covenant
                                            Claim by Seller 2 and Seller 4. Accordingly, each of Seller 2 and Seller 4 agrees and undertakes
                                            that the Buyer shall be entitled, without proof of special damages, to the remedies of injunction,
                                            specific performance or other equitable relief for any threatened or actual breach of the
                                            terms of a Covenant Claim.



 


		3.	LIMITATIONS APPLYING TO CLAIMS



 


A Seller shall not be liable in respect
of a Claim to the extent that it occurs or is increased as a result of:


 


		(a)	an Event, matter or liability to the extent
                                            that a provision for such Event, matter or liability has been made in the Accounts or the
                                            Completion Statements;



 


		(b)	a change in Applicable Law, or published
                                            interpretation of Applicable Law by the Supreme Court of the Russian Federation, which in
                                            each case takes effect after Completion or which is first announced after Completion which
                                            takes effect retrospectively as at a time before the date of this Agreement;



 


		(c)	a change in generally accepted accounting
                                            practices which takes effect after Completion or which is first announced after Completion
                                            which takes effect retrospectively as at a time before the date of this Agreement;



 


		(d)	a change in the accounting policies or
                                            practice of the Buyer or any Group Company after Completion, unless it is made to correct
                                            non-compliance with Applicable Law which was in force on or before Completion;



 


		(e)	a voluntary act, omission, transaction
                                            or arrangements of the Buyer or any Group Company after Completion; for this purpose, an
                                            act or omission is not voluntary if:



 


		(i)	it
                                            is carried out to comply with Applicable Law which was in force on or before Completion;



 


		(ii)	it
                                            is a consequence of, or substantially a consequence of, any breach of a Transaction Document
                                            (including a breach of the Warranties) by the Seller or any other Seller Party; or



 


		(iii)	it
                                            is an act or thing done or omitted to be done in accordance with the express provision of
                                            any Transaction Document.



 


		4.	THRESHOLD FOR CLAIMS



 


A Seller shall not be liable in respect
of any Claim relating to the Warranties unless:


 


		(a)	the liability of such Seller for that
                                            Claim (together with all other Claims arising out of or related to the same or a similar
                                            subject matter) exceeds RUB [***] and



 


		(b)	the aggregate liability of:



 


		(i)	Seller
                                            1 and Seller 2 only in respect of all Claims (excluding any for which liability is excluded
                                            under paragraph 4(a)(i) above) exceeds RUB [***] in which case Seller
                                            1 and Seller 2 only shall be liable for the whole amount and not merely the excess;



 


		(ii)	Seller
                                            3 only in respect of all Claims (excluding any for which liability is excluded under paragraph
                                            4(a)(i) above) exceeds RUB [***] in which case Seller 3 only shall be
                                            liable for the whole amount and not merely the excess; and



 


		(iii)	Seller
                                            4 only in respect of all Claims (excluding any for which liability is excluded under paragraph
                                            4(a)(i) above) exceeds RUB [***] in which case Seller 4 only shall be
                                            liable for the whole amount and not merely the excess.



 



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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.***


 


		5.	TIME LIMITS AND NOTICE



 


A Seller shall not be liable for any
Claim unless a notice of the Claim is given by the Buyer to such Seller:


 


		(a)	in respect of any claim for breach of
                                            any Fundamental Warranty or the Title Indemnity, no later than [***] following
                                            the Completion Date;



 


		(b)	in respect of any Tax Claim, no later
than [***] following the calendar year in which the Completion Date falls, provided that if upon expiry of such period a Tax Audit of
any Group Company in respect of a period prior to Completion has been notified or is ongoing then such time period shall be extended
until the date which is [***] following the date on which the final binding decision (which has entered into legal force)
is issued by the relevant Tax Authority in relation to such Tax Audit; and



 


		(c)	in respect of any other Claims, no later
                                            than [***] following the Completion Date.



 


		6.	NOTICE OF CLAIMS



 


If the Buyer becomes aware of a claim
against a Group Company by a third party or of any other fact, matter or circumstance, which in either case is reasonably likely to result
in the Buyer being entitled to make a Claim (each a “Relevant Matter”) notice of any Relevant Matter:


 


		(a)	shall be given by the Buyer to the Sellers
                                            within the time limits specified in paragraph 5 above; and



 


		(b)	such notice shall set out in reasonable
                                            detail the facts and circumstances relating to the Relevant Matter and the Buyer’s
                                            reasonable estimate of the amount of losses, costs and liabilities which is, or is to be,
                                            the subject of the Claim (including any losses which are contingent on the occurrence of
                                            any future event), and be given as soon as practicable, and in any event no later than thirty
                                            (30) calendar days, following the relevant fact, matter or circumstance coming to the notice
                                            of the Buyer,



 


provided that, subject to paragraph
5 above, failure to give any notice under this paragraph 6 will in no way prejudice the Buyer’s ability to bring a Claim except
that a Seller shall not be liable for such Claim to the extent that its liability under such Claim has arisen or increased as a result
of such failure.


 


		7.	THIRD PARTY CLAIMS



 


If the Buyer becomes aware of a claim
against a Group Company by a third party that is reasonably expected to give rise to a Claim against a Seller (a “Third Party
Claim”) then:


 


		(a)	the Buyer shall inform the relevant Seller
                                            or Sellers of such Third Party Claim in accordance with paragraph 6 and, upon request of
                                            the relevant Seller or Sellers, procure that such Seller or Sellers are provided with information
                                            on all material developments of the Third Party Claim, in each case to the extent that such
                                            provision of information is not in breach of any confidentiality obligations of the Buyer
                                            or a Group Company;



 






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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)	the Buyer shall consult with and follow
                                            the reasonable instructions of the Seller or Sellers in relation to the conduct of the Third
                                            Party Claim and take all such action as the Seller or Sellers may reasonably request in relation
                                            to the Third Party Claim, including commencing, conducting, defending, resisting, setting,
                                            compromising or appealing against any proceedings, subject to provisions of clause (c) below;



 


		(c)	if the Seller or Sellers, acting reasonably
                                            and in good faith, requests that the Buyer or a Group Company commences, conducts, resists,
                                            settles, compromises or appeals against any Third Party Claim, the Buyer shall not unreasonably
                                            refuse such request, provided that:



 


		(i)	any
                                            out of pocket legal, professional, administrative and other costs and expenses reasonably
                                            incurred by the Buyer, its Affiliates or any Group Company as a result of or in connection
                                            with the actions requested by such Seller or Sellers shall be at the expense of such Seller
                                            or the Sellers regardless of the outcome of such proceedings and shall be paid by such Seller
                                            or Sellers in advance to the bank account of the Buyer or a relevant Group Company in accordance
                                            with the pre-estimate of such costs and expenses agreed by the Buyer and such Seller o Sellers
                                            and, failing pre-payment of such legal costs, the Buyer and/or a Group Company shall have
                                            no obligation to take any actions requested by such Seller or Sellers; and



 


		(ii)	the
                                            Buyer and/or a Group Company shall be under no obligation to take any actions requested by
                                            such Seller or Sellers if such actions are likely, directly or indirectly, to have a material
                                            adverse effect on the business, relations or goodwill of the Buyer or any Group Company;



 


		(iii)	the
                                            Buyer and/or a Group Company shall be under no obligation to follow instructions of such
                                            Seller or Sellers in relation to any Tax Claim if following such instructions in the opinion
                                            of the Buyer may trigger, directly or indirectly, additional risks in terms of initiation
                                            or progress of criminal proceedings by the Governmental Authorities in respect of a Group
                                            Company management and/or employees, its Affiliates, the Buyer and/or any Affiliate of the
                                            Buyer.



 


		8.	Mitigation



 


Nothing in this Schedule 4 (Seller
Limitations) shall affect the Buyer’s common law duty to mitigate its Losses.


 


		9.	NO DOUBLE RECOVERY



 


The Buyer and the Indemnified Persons
shall not be entitled to recover damages or otherwise obtain reimbursement more than once in respect of the same loss whether under any
Transaction Document or otherwise. For the avoidance of doubt, this shall be without prejudice to the Buyer’s right to recover
the full amount of any loss by means of one or more Claims.


 






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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.***


 


		10.	RECOVERY FROM THIRD PARTIES



 


		(a)	If the Buyer has a right of action in
                                            relation to any third party (except, for the avoidance of doubt, against a Guarantor or an
                                            Individual Shareholder Guarantor) or right to bring a claim under any insurance policy, in
                                            relation to any matter that a Seller may otherwise be liable for hereunder, the Buyer shall
                                            notify such Seller or Sellers of such right and take such reasonable actions as such Seller
                                            or Sellers may require to enforce such right against the third party or under the insurance
                                            policy, provided that (a) the costs and expenses of taking such actions shall be at the expense
                                            of such Seller or Sellers and shall be paid by such Seller or Sellers in advance to the bank
                                            account of the Buyer or a relevant Group Company in accordance with the reasonable pre-estimate
                                            of such costs and expenses agreed by the Buyer and such Seller or Sellers and, failing pre-payment
                                            of such legal costs, the Buyer and/or a Group Company shall have no obligation to take any
                                            actions requested by such Seller or Sellers and (b) the Buyer shall be under no obligation
                                            to take any actions requested by such Seller or Sellers if such actions requested by such
                                            Seller or Sellers may, directly or indirectly, have a material adverse effect on the business,
                                            relations or goodwill of the Buyer or any Group Company.



 


		(b)	If such Seller or the Sellers pay in full
                                            the amount payable to the Buyer in respect of a Warranty Claim or an Indemnity Claim and
                                            the Buyer or a Group Company subsequently recovers from a third party (including an insurer)
                                            an amount which relates to the matter that gave rise to that claim, the Buyer must notify
                                            such Seller or Sellers and:



 


		(i)	if
                                            the amount paid by such Seller or Sellers to the Buyer is equal to or less than the amount
                                            recovered from the third party (after deduction of costs and expenses incurred in obtaining
                                            that recovery (including any increase in future insurance premiums) and in obtaining payment
                                            from such Seller or Sellers, less any amount not recovered by the Buyer from such Seller
                                            or Sellers and less any Tax related to that recovery or payment), the Buyer must pay such
                                            Seller or Sellers an amount equal to the amount that such Seller or Sellers paid to the Buyer;
                                            or



 


		(ii)	if
                                            the amount paid by such Seller or Sellers to the Buyer is more than the amount recovered
                                            from the third party (after deduction of costs and expenses incurred in obtaining that recovery
                                            and in obtaining payment from such Seller or Sellers, less any amount not recovered by the
                                            Buyer from such Seller or Sellers and less any Tax related to that recovery or payment),
                                            the Buyer must pay such Seller or Sellers an amount equal to the amount recovered from the
                                            third party (after deduction of costs and expenses incurred in obtaining that recovery (including
                                            any increase in future insurance premiums) and in obtaining payment from such Seller or Sellers,
                                            less any amount not recovered by the Buyer from such Seller or Sellers and less any Tax related
                                            to that recovery or payment).



 


		11.	disclosure



 


A Seller shall not be liable in respect
of a Warranty Claim to the extent that the facts and circumstances giving rise to the Warranty Claim are Disclosed.


 






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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.***


 


		12.	BUYER KNOWLEDGE



 


		(a)	A Seller shall not be liable for any Warranty
                                            Claim or a Claim under any Tax Warranty to the extent that the facts, matters or circumstances
                                            giving rise to such Warranty Claim or such Claim under any Tax Warranty were within the actual
                                            knowledge of any member of the Buyer’s Transaction Team as at the date of this Agreement
                                            or set forth in any Due Diligence Report (the “Relevant Actual Knowledge”).



 


		(b)	Subject to paragraph (a) above, the Buyer
                                            shall be entitled to make a Claim (including a Warranty Claim or a Claim under any Tax Warranty)
                                            whether or not the Buyer and/or any Affiliate of the Buyer and/or any of their respective
                                            directors, officers, employees, consultants, contractors, agents or advisers had knowledge
                                            (other than the Relevant Actual Knowledge of any member of the Buyer’s Transaction
                                            Team, whether such Relevant Actual Knowledge is obtained in connection with the due diligence
                                            review of the Group or otherwise), whether actual, constructive, implied or imputed, of the
                                            matter giving rise to the Claim before the date of this Agreement and the Buyer’s right
                                            or ability to make any such Claim shall not be affected or limited, and the amount recoverable
                                            shall not be reduced, on the grounds that the Buyer and/or any Affiliate of the Buyer and/or
                                            any of their respective directors, officers, employees, consultants, contractors, agents
                                            or advisers (other than the Buyer’s Transaction Team in respect of the Relevant Actual
                                            Knowledge, whether such Relevant Actual Knowledge is obtained in connection with the due
                                            diligence review of the Group or otherwise) may, before the date of this Agreement and/or
                                            Completion, have had actual, constructive, implied or imputed knowledge of the matter giving
                                            rise to a Claim.



 


		13.	Matters capable of remedy



 


If a fact or circumstance that gives
rise to any Claim is capable of remedy by a Seller or Sellers, such Seller or Sellers will not be liable in respect of that Claim to
the extent that the relevant breach is remedied without any loss, cost, expense or liability to the Buyer, any of its Affiliates or any
Group Company within twenty (20) Business Days following notification of the fact or circumstance by the Buyer to such Seller or Sellers.


 


		14.	Indirect loss



 


A Seller shall not be liable for any:


 


		(a)	indirect or consequential loss; or



 


		(b)	punitive damages (whether direct or indirect).



 


		15.	buyer’s breach of agreement



 


A Seller shall not be liable for any
loss under any Transaction Document to the extent such loss is caused as a result of the Buyer’s breach of any Transaction Documents.


 


		16.	TAX REFUNDS



 


The liability of a Seller for any Tax
Claim shall be reduced by the amount of any right to a repayment of Tax or an actual repayment of Tax to which a Group Company is or
becomes entitled or receives in respect of a period (or part period) prior to Completion or as a result of an Event occurring prior to
Completion (a “Tax Refund”), save to the extent that such Tax Refund was reflected in the Completion Statements.


 






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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.***


 


		17.	Vat Transition



 


The Parties acknowledge that following
Completion the Buyer intends to cause the Group Companies to transition to a tax policy where VAT will be charged on the proceeds received
from the Group Companies’ customers for access to the Group Companies’ software and databases as well as services related
to personnel search (the “VAT Transition”). Notwithstanding anything to the contrary in this Schedule 4, the Parties
agree that the VAT Transition (howsoever and whenever effected) shall not reduce or limit the liability of a Seller in respect of a Claim.


 


		18.	Guarantor
                                            Payment



 


		(a)	Unless the maximum liability of the Guarantors
                                            in respect of a relevant Claim is 100% (rather than 78.72%) in accordance with Clause 14.2,
                                            if any Guarantor makes a payment to the Buyer or an Indemnified Person in full or in partial
                                            satisfaction of a Claim (such payment, a “Guarantor Payment”), then Buyer
                                            shall not continue, or take any additional action, to enforce an arbitral award against Seller
                                            1 in respect of a portion of the remaining part of such Claim equal to the Guarantor Payment
                                            multiplied by [***] (the “Individual Shareholders Share”).



 


		(b)	By way of illustration: [***]



 


		(c)	For the avoidance of doubt, if more than
                                            one Guarantor makes a payment or one Guarantor makes multiple payments to the Buyer or an
                                            Indemnified Person in respect of a Claim, the Individual Shareholders Share shall be calculated,
                                            and shall reduce the amount in respect of which the Buyer shall be entitled to take further
                                            action to enforce an arbitral award against Seller 1, for each such instance.



 


		(d)	The undertaking of the Buyer in paragraph
                                            18(a) above shall be without prejudice to its right to take any action (enforcement or otherwise)
                                            to recover any amounts payable under the Individual Shareholder Guarantees (including the
                                            Individual Shareholders Share) from the Individual Shareholder Guarantors.



 


If one or more Guarantors have paid
78.72% of any Claim, the Buyer shall not continue, or take any additional, enforcement action against Seller 1 in relation to such Claim.


 


		19.	No Tax Indemnity for N1 Restructuring



 


No Seller shall be liable for any Tax
Liability in respect of N1 Restructuring under Clause 10.15(b) and the Tax Indemnity shall not apply with respect to the N1 Restructuring.


 






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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 Relevant Proportions


 


	Seller	Relevant
    Proportion
	Seller
    1	[***]
	Seller
    2	[***]
	Seller
    3	[***]
	Seller
    4	[***]
	Total	100%


 






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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.***


 


Schedule
5 Properties


 


Property
Details, Title and Other Property


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.***


 


Schedule
6 Completion Statements


 


Part
1 Contents of the Completion Statements


 


		1.	GENERAL



 


		(a)	The Completion Statements shall comprise:



 


		(i)	The
                                            consolidated Completion Balance Sheet prepared for the Group Companies;



 


		(ii)	The
                                            consolidated Net Working Capital Statement; and



 


		(iii)	The
                                            consolidated Net Debt Statement.



 


		(b)	The Completion Statements shall be in
                                            the form set out in Schedule 6, Part 2 and shall be prepared applying the following
                                            in descending order of precedence:



 


		(i)	This
                                            Schedule 6;



 


		(ii)	The
                                            accounting principles, practices, policies and procedures applied in the preparation of the
                                            Accounts (to the extent that these are consistent with RAS); and



 


		(iii)	Where
                                            the application of the principles, policies and procedures referred to in 1(c)(I) and 1(c)(II)
                                            of this Schedule 6 are not applicable or do not provide sufficient clarity, RAS principles.



 


		(c)	The Completion Statements shall:



 


		(i)	Be
                                            prepared as at 12.01am Moscow time on the Completion Date;



 


		(ii)	Be
                                            prepared based on the aggregated financial statements of the Group Companies compiled based
                                            on the individual financial statements of each of the Group Companies in accordance with
                                            RAS in accordance with the following consolidation principles:



 


		(1)	any intra-group balances of accounts receivable
                                            (trade receivables, other, advances), stated in the balance sheet of the Group Companies
                                            shall be set off against their respective accounts payable. All intra-group loans issued
                                            by the Group Companies (together with interest accrued and not paid) to other Group Companies
                                            shall be set off against respective loans receivable (together with interest accrued but
                                            not received). For the avoidance of doubt, accounts receivable and payable, loans issued
                                            and received, recorded in the general ledger of a legal entity (whether a debtor or a creditor)
                                            shall be equal to the respective amounts of accounts payable and receivable, loans received
                                            and issued of the respective legal entity (whether a creditor or a debtor);



 


		(2)	the unrealised gain included by the Group
                                            Companies into the cost of inventory, fixed assets or intangible assets (buyers of inventory,
                                            fixed assets or intangible assets in an intra-group transaction) shall be eliminated from
                                            the cost of respective assets of the respective Group Companies. For the avoidance of doubt,
                                            the unrealised gain shall be calculated with reference to the requirements of IFRS;



 






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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)	in the event of differences occurring
                                            between amounts recorded in the financial statements of the Group Companies (i.e. if the
                                            amounts of receivables / payables, loans issued / received recognised by different legal
                                            entities do not match), an appropriate adjustment needs to be calculated at consolidation
                                            level (to eliminate errors in calculations and other possible accounting errors);



 


		(iii)	Only
                                            take into account events that have occurred on or before the Completion Date and shall not
                                            take account of any event occurring after the Completion Date;



 


		(iv)	Be
                                            expressed in thousands of Roubles and where an amount is denominated in a currency other
                                            than Roubles it shall be converted into Roubles using the official rate set by the Central
                                            Bank of the Russian Federation on the Completion Date; and



 


		(v)	Be
                                            prepared in the English language.



 


		(d)	The following specific accounting treatments
                                            shall apply to the preparation of the Completion Statements:



 


		(i)	The
                                            Completion Statements shall be prepared:



 


		(1)	as if the date to which they are made
                                            up is the last day of a financial year;



 


		(2)	based on the fact that all accounting
                                            entries related to the respective period should be reflected in the accounts: all costs,
                                            expenses and revenues should be accrued, all invoices to customers should be issued and recorded
                                            and appropriate accruals should be made. Revenues and expenses shall be recognized in the
                                            period related to/incurred (even if the documents are prepared later); and



 


		(3)	on a going concern basis.



 


		(ii)	If
                                            the Completion Date does not occur on the last calendar day of the month/quarter, the following
                                            rules shall apply in relation to the calculation of assets and liabilities for the purposes
                                            of the Completion Statements using principles of double entry:



 


		(1)	the amount of revenue, income, costs,
                                            expenses and assets and liabilities shall be included proportionally to the number of the
                                            calendar days that have passed up until the Completion Date (including the Completion Date)
                                            based on the total number of the calendar days of the month/quarter when the Completion Date
                                            occurs;



 


		(2)	paragraph 1(d)(ii)(1) shall not apply
                                            to the assets and liabilities which can be easily calculated as of any date and such assets
                                            and liabilities shall be calculated as of the close of business on the Completion 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.***


 


		(iii)	No
                                            item shall be taken into account twice in the Completion Statements and the calculation of
                                            the Net Working Capital and the Net Debt.



 


		(iv)	Assets
                                            and liabilities included in the Completion Balance Sheet in any case shall be prepared following
                                            the accounting policies of RAS and definitions as provided by this Schedule 6.



 


		2.	CALCULATION
                                            OF NET DEBT



 


		(a)	The following provisions shall apply to
                                            the determination of Net Debt:



 


		(b)	The Net Debt shall comprise the sum of
                                            the aggregated amounts for the categories of assets and liabilities set out below and defined
                                            in 2 (c) – 2 (k) (where assets are recorded as positive amounts and liabilities are
                                            recorded as negative amounts):



 


		(i)	Loans
                                            and borrowings (negative amount);



 


		(ii)	Payables
                                            to related parties (negative amount);



 


		(iii)	Overdue
                                            and long-term accounts payable (negative amount);



 


		(iv)	Transaction
                                            related payables (negative amount);



 


		(v)	Payables
                                            for non-current assets (negative amount);



 


		(vi)	Dividends
                                            payable (negative amount);



 


		(vii)	Minimum
                                            cash reserve (negative amount);



 


		(viii)	Full
                                            amount of future payment under the Traffic Purchase Agreement (negative amount);



 


		(ix)	Other
                                            external debt (negative amount); and



 


		(x)	Cash
                                            and Cash Equivalents (positive amount).



 


		(c)	The following definitions and specific
                                            accounting treatment shall apply to the determination of the categories of assets and liabilities
                                            included in the Net Debt.



 


		(d)	“Loans and borrowings”
                                            means the aggregate amount of:



 


		(i)	principal
                                            amounts of all financial indebtedness of the Group Companies arising from borrowings from
                                            banks, other credit or non-credit institutions received in any form and any early termination
                                            or settlement costs, increased by accrued and unpaid interest up to the Completion 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.***


 


		(ii)	borrowing
                                            or indebtedness in the nature of borrowing of the Group Companies arising from a party other
                                            than banks in any form increased by accrued and unpaid interest up to the Completion Date.
                                            For the avoidance of doubt, such indebtedness shall include, inter alia, the following items
                                            irrespective of the reporting requirements provided by RAS:



 


		(1)	financial leasing obligations, comprising
                                            the total amount of future lease payments starting from the Completion Date and up to end
                                            of the leasing period as provided by the lease agreements and discounted using implicit interest
                                            rate of each of the leasing agreement; and



 


		(2)	nominal amount of any guarantees issued
                                            by any of the Group Companies to guarantee liabilities of entities outside the Group Companies;



 


		(iii)	For
                                            the avoidance of doubt, any balance included in the definition of Loans and borrowings should
                                            not appear in the definitions of other liabilities as provided by this Schedule 6.



 


		(e)	“Payables to related parties”
                                            means the aggregate amount of accounts payable to the Sellers or the persons or undertakings
                                            controlled by or affiliated to the Sellers, or any amounts payable to the Sellers or the
                                            persons or undertakings controlled by or affiliated to the Sellers directly or indirectly
                                            other than (a) included in definition of Dividends payable as provided in this Schedule 6
                                            and/or (b) current payables for rent and similar business expenses incurred at arm’s
                                            length as part of the Ordinary Course of Business. For avoidance of doubt Payables to related
                                            parties include any accounts payable to the Sellers, Seller Related Entities or their respective
                                            Affiliates.



 


		(f)	“Overdue or long-term accounts payable”
                                            means the aggregate amount of:



 


		(i)	all
                                            outstanding balances of accounts payable as of the Completion Date which were not paid in
                                            time under the relevant contractual terms, provided that the payment delay exceeds sixty
                                            (60) days for each of the overdue payable balance; and



 


		(ii)	all
                                            outstanding balances of accounts payable as of the Completion Date which are long-term in
                                            nature having the payment terms of over one hundred and eighty (180) days.



 


		(g)	“Transaction related payables”
                                            means the aggregate amount of the total cost for consultancy services received in preparation
                                            to and execution of the Transaction and not paid by the Completion Date. For the avoidance
                                            of doubt, such cost for consultancy services shall be reflected in the total amount of fees
                                            payable under respective agreements irrespective of actual receipt of invoices or other primary
                                            documents by the Completion Date;



 


		(h)	“Payables for non-current assets”
                                            means the aggregate amount of accounts payable for shares or similar ownership rights,
                                            fixed assets, intangible assets, investments, equipment, inventory to be used for capital
                                            projects and services of the capital nature.



 


		(i)	“Dividends payable”
                                            means the aggregate amount of any dividends or other profit distributions declared but not
                                            yet paid as at Completion Date by any of the Group Companies in respect of annual and interim
                                            dividends regardless of whether such dividends were or were not recognised in the Completion
                                            Balance Sheet, including any withholding or other taxes related to dividends distribution
                                            if such taxes remain payable by any of the Group Companies on the Completion 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.***


 


		(j)	“Minimum cash reserve”
                                            means the greater of:



 


		(i)	RUB
                                            [***] or



 


		(ii)	Prepayments
                                            and advances received at the Completion.



 


		(k)	“Full amount of future payment
                                            under Traffic Purchase Agreement” means a sum of RUB [***], which shall be reserved
                                            at the bank account of the Company on or before the Completion Date for future payment under
                                            the Traffic Purchase Agreement.



 


		(l)	“Other external debt”
                                            means the aggregate amount of:



 


		(i)	any
                                            bonus payments or other compensation associated with the Transaction;



 


		(ii)	any
                                            bonus payments or similar compensations associated with the top and middle management agreements
                                            on participation in long-term motivation programs other than regular bonus payments being
                                            made under employment agreements;



 


		(iii)	any
                                            liabilities originated not in the normal course of operating activity (including, but not
                                            limited to, indebtedness for Tax claims not related to the current tax payments); and



 


		(iv)	all
                                            amounts of contingent legal risks (including claims and court suits pending or in the process
                                            with high (i.e. more than 50%) probability of not resolving in favour of the Group Companies),



 


if such amounts are not included in
the other components of the Net Debt per this Schedule 6.


 


		(m)	“Cash and Cash Equivalents”
                                            means the amounts of the following reported in the Completion Balance Sheet: cash on hand,
                                            demand deposits (including current accounts with banks) and short-term, highly liquid investments
                                            that are readily convertible to known amounts of cash and which are subject to insignificant
                                            changes in value. For the avoidance of doubt, Cash and Cash Equivalents shall not include
                                            the amounts of restricted cash (i.e. pledged bank promissory notes and term deposits held
                                            at bank to secure a guarantee issued by a bank).



 


		3.	CALCULATION
                                            OF NET WORKING CAPITAL



 


		(a)	The following provisions shall apply to
                                            the determination of Net Working Capital:



 


		(b)	The Net Working Capital shall comprise
                                            the sum of the aggregated amounts for the categories of assets and liabilities set out below
                                            and defined in 3 (c) – 3 (l) below (where assets are recorded as positive amounts and
                                            liabilities are recorded as negative amounts):



 


		(i)	Accounts
                                            receivable (positive amount);



 


		(ii)	Inventories
                                            (positive amount);



 


		(iii)	Expenses
                                            of future periods (positive amount);



 






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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.***


 


		(iv)	Other
                                            current assets (positive amount);



 


		(v)	Trade
                                            accounts payable (not overdue or long term) (negative amount);



 


		(vi)	Payables
                                            to employees (negative amount);



 


		(vii)	Payables
                                            to governmental social fund (negative amount); and



 


		(viii)	Taxes
                                            payable (negative amount).



 


For the avoidance of doubt, Input VAT
balances (in current assets) shall not be included in the Net Working Capital.


 


		(c)	The following definitions and specific
                                            accounting treatment shall apply to the determination of the categories of assets and liabilities
                                            included in the Net Working Capital.



 


		(d)	“Accounts receivable”
                                            means the aggregate of:



 


		(i)	accounts
                                            receivable from buyers and customers reflected on the Completion Balance Sheet, to the extent
                                            that accounts receivable are due for sales of products, goods and services within twelve
                                            (12) months from the Completion Date;



 


		(ii)	prepayments
                                            issued to suppliers and subcontractors to the extent the following conditions are met: (a)
                                            the delivery of products, goods or services is due within twelve (12) months from the Completion
                                            Date and (b) prepayments do not relate to non-current assets or non-operating assets or services
                                            of a capital nature;



 


		(iii)	other
                                            accounts receivable to the extent that they are due for collection, or offset against a delivery
                                            of products, goods or services, or against a liability within twelve (12) months from the
                                            Completion Date, comprising of prepayments of personnel compensation, taxes and social contributions.



 


		(iv)	Accounts
                                            receivable shall be reduced by:



 


		(1)	any doubtful accounts receivable or prepayment
                                            balances, including (a) specific amounts, which are doubtful for collection as known to the
                                            management of the Group Companies; and (b) being amounts attributable to accounts receivable
                                            that are outstanding for more than one hundred and eighty (180) days as at the Completion
                                            Date; (c) any items that either do not result in cash inflows after the relevant Completion
                                            Date or do not bring future economic benefit to the Group Companies;



 


		(2)	any advances for services that have already
                                            been rendered as of the relevant Completion Date;



 


		(3)	any accounts receivables from or prepayments
                                            to the Sellers, Seller Related Entities and their respective Affiliates other than current
                                            trade receivables from such persons for regular services rendered within the Ordinary Course
                                            of Business;



 


		(4)	any amounts relating to purchases of fixed
                                            assets, intangible assets or any other non-current assets or assets purchased in connection
                                            with any capital projects.



 






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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.***


 


		(e)	“Inventories” means
                                            materials, work in progress, goods for resale and other inventory items according to the
                                            Completion Balance Sheet of the Group Companies adjusted as follows:



 


		(i)	100%
                                            provision shall be reflected for inventory items with no movements for more than one year;



 


		(ii)	the
                                            inventory amount will be reduced by any unrealised gain as defined by IFRS on inventory purchased
                                            or transferred between the Group Companies;



 


		(iii)	the
                                            inventory shall be reduced by the balances related to materials and supplies acquired to
                                            be used in capital projects or not to be used within the twelve (12) months period.



 


		(f)	“Expenses of future periods”
                                            means prepaid costs of insurance, subscription, certification, and other periodic services
                                            for the period not exceeding twelve (12) months. For avoidance of doubt, expenses of future
                                            periods shall not include non-current intangible assets such as cost of licenses, software
                                            or other similar rights for the use of the intellectual property.



 


		(g)	“Input VAT” means the
                                            amount of VAT recoverable as set out in the Completion Balance Sheet.



 


		(h)	“Other current assets”
                                            means prepaid taxes, receivables from employees other than loans issued to employees.
                                            The balance of other current assets shall be decreased for any items that either do not result
                                            in cash inflows after the relevant Completion Date or do not bring future economic benefit
                                            to the Group Companies.



 


		(i)	“Trade accounts payable (not overdue
                                            or long-term)” means the total of the following amounts



 


		(i)	accounts
                                            payable to suppliers and contractors;



 


		(ii)	prepayments
                                            and advances received;



 


		(iii)	other
                                            accounts payable expected to be repaid or otherwise settled and not included in any other
                                            current liabilities balances but excluding deferred tax balance; and



 


		(iv)	Trade
                                            accounts payable (not overdue or long-term) shall not include any amounts included in the
                                            definition of the Net Debt components in 6.3 – 6.2 above;



 


		(j)	“Payables to employees”
                                            means amounts payable to the employees for wages and salaries, bonuses and any other
                                            compensation in exchange for work performed or services provided by employees, including
                                            salary and wages payable to permanent employees, to staff on temporary labour agreements
                                            and to employees on other transactions; and including vacation, bonus and severance pay reserves
                                            and salary and wages provisions to be accrued. Vacation reserves are calculated based on
                                            the accounting policies of the Group Companies.;



 






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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.***


 


		(k)	“Payables to governmental social
                                            fund” means outstanding amounts payable with respect to pension fund contributions
                                            and social taxes. For the avoidance of doubt, Payables to governmental social fund shall
                                            be increased by amounts calculated on an accruals basis for the period between the date of
                                            the last tax return and the Completion Date;



 


		(l)	“Taxes payable” means
                                            outstanding amounts of taxes payable other than relating to taxes payable on dividends, including
                                            tax penalties and interest. For the avoidance of doubt, Taxes payable shall be increased
                                            by amounts calculated on an accruals basis for the period between the date of the end of
                                            the latest reporting (tax) period and the Completion Date (in case the Completion date does
                                            not fall on the end of the reporting (tax) period). The calculation of these additional tax
                                            liabilities will be simplified and will be based on the Russian accounting data only for
                                            the period between the end of the respective reporting (tax) period and Completion Date and
                                            may not be fully compliant with all requirements for tax calculation provided by tax law.



 



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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 Pro forma Completion Statements


 


[***]


 






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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.***


 


Schedule
7 Buyer Warranties


 


		1.	AUTHORITY
                                            OF BUYER



 


		(a)	The Buyer is a company duly incorporated
                                            and organised and validly existing under the laws of its jurisdiction of incorporation.



 


		(b)	The Buyer has the right, power and authority
                                            and has taken all actions necessary to execute and deliver, and to exercise its rights and
                                            to fully perform its obligations under the Transaction Documents in accordance with their
                                            terms.



 


		(c)	This Agreement constitutes, and each Transaction
                                            Document constitutes or will, when executed, constitute legal, valid and binding obligations
                                            of the Buyer enforceable in accordance with their respective terms.



 


		(d)	The entry into and the exercise by the
                                            Buyer of its rights and performance of its obligations under the Transaction Documents and
                                            the transactions contemplated by them will not constitute a breach or give rise to a default
                                            under any Applicable Laws or regulations or any order, decree or judgement or any provision
                                            of its constitutional documents, which has or could have a material adverse effect on its
                                            ability to execute or perform its obligations under the Transaction Documents.



 


		(e)	The Buyer is not a party to any litigation,
                                            arbitration or administrative proceedings nor is it the subject of any governmental, regulatory
                                            or official investigation or enquiry which is in progress or threatened or pending and which
                                            has or could have a material adverse effect on its ability to execute or perform its obligations
                                            under the Transaction Documents.



 


		(f)	No corporate action or other steps have
                                            been taken by the Buyer or legal proceedings started or threatened against it for its winding
                                            up or dissolution; or for it to enter into any arrangement or composition for the benefit
                                            of creditors; or for the appointment of a receiver, administrator, administrative receiver,
                                            liquidator, supervisor, compulsory manager, trustee or similar person of any of its revenues
                                            or assets.



 


		(g)	The execution and delivery by the Buyer,
                                            and the performance by the Buyer of its relevant obligations under and compliance by the
                                            Buyer with the provisions of, this Agreement and the Transaction Documents will not:



 


		(i)	materially
                                            conflict with, or result in a material violation of, any provision of the Organisational
                                            Documents of:



 


		(1)	the Buyer; or



 


		(2)	shareholders of the Buyer; or



 


		(ii)	result
                                            in a material breach of, or constitute a material default under, any instrument or agreement
                                            to which any of the following persons is a party or by which any of the following persons
                                            is bound:



 


		(1)	the Buyer; or



 


		(2)	shareholders of the Buyer; or



 






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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.***


 


		(iii)	materially
                                            conflict with, or result in a material violation of, any law or regulation in any jurisdiction
                                            having the force of law or of any order, judgment, injunction or decree of any court or governmental
                                            agency by which any of the following persons is bound:



 


		(1)	the Buyer; or



 


		(2)	shareholders of the Buyer.



 


		(h)	The Buyer has obtained all consents, authorisations
                                            and approvals from its corporate governance bodies and any Governmental Authority, as required
                                            to authorise the execution, delivery, validity, enforceability or admissibility in evidence
                                            of the Transaction Documents to which it is a party or the performance of the Buyer’s
                                            obligations under the Transaction Documents or will be required as a consequence of any Transaction
                                            Document.



 


		2.	SOLVENCY



 


		(a)	The Buyer:



 


		(i)	is
                                            not insolvent or unable to pay its debts within the meaning of the laws of its jurisdiction
                                            of incorporation or any other applicable insolvency legislation; or



 


		(ii)	has
                                            not stopped or suspended paying its debts as they fall due.



 


		3.	KNOWLEDGE



 


The Buyer’s Transaction Team
comprise the only persons acting on behalf of the Buyer with any involvement with, or knowledge of, the Transaction (excluding trivial
or immaterial involvement or knowledge), whether engaged as employees, officers, or workers by the Buyer, except for any professional
advisors acting for the Buyer in connection with the Transaction.


 






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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.***


 


Schedule
8 Buyer Limitations


 


		1.	FRAUD
                                            EXCEPTION



 


Nothing in this Schedule 8 (Buyer
Limitations) limits the liability of the Buyer in the case of fraud or wilful deceit by the Buyer.


 


		2.	CAP
                                            ON CLAIMS



 


		2.1	The aggregate liability of the Buyer for all:



 


		2.1.1	Sellers Claims shall not exceed the
                                            amount of the Consideration, including any amount payable in respect of the Sellers’
                                            costs (including legal and other professional fees and expenses); and



 


		2.1.2	Sellers Claims other than: (i) Sellers
                                            Claims under the Buyer Warranties (except for the Buyer Warranty in paragraph 3 of Schedule
                                            7) and (ii) Seller Claims in relation to the Buyer’s failure to complete the Transaction
                                            in breach of the Transaction Documents, shall not exceed twenty five per cent (25%) of the
                                            Consideration,



 


		2.2	If Completion does not occur in full, but
                                            the Participation Interests have been transferred to the Buyer, the provisions of paragraph
                                            2.1 above shall not limit the Sellers’ right to recover the Participation Interests
                                            from the Buyer.



 


		3.	THRESHOLD
                                            FOR CLAIMS



 


The Buyer shall not be liable in respect
of any Sellers Claim relating to the Buyer Warranties unless:


 


		(i)	the liability of the Buyer in respect
                                            of that Sellers Claim (together with all other Sellers Claims arising out of or related to
                                            the same or a similar subject matter) exceeds RUB two million (2,000,000); and
	 	 	 



		(ii)	the aggregate liability of the Buyer
                                            in respect of all Sellers Claims (excluding any for which liability is excluded under paragraph
                                            4(a)(i) above) exceeds RUB fifteen million (15,000,000) in which case the Buyer shall be
                                            liable for the whole amount and not merely the excess.



 


		4.	TIME
                                            LIMITS AND NOTICE



 


The Buyer shall not be liable for any
Sellers Claim unless a notice of the Sellers Claim is given by a Seller to the Buyer:


 


		(a)	in respect of any Sellers Claim for breach
                                            of a Buyer Warranty (except for the Buyer Warranty in paragraph 3 of Schedule 7), no later
                                            than three (3) years following the Completion Date; and



 


		(b)	in respect of any other Sellers Claims,
                                            eighteen (18) months following the Completion 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.***


 


		5.	NOTICE
                                            OF CLAIMS



 


If any Seller becomes aware of any
other fact, matter or circumstance which is reasonably likely to result in the Seller being entitled to make a Sellers Claim (each a
 “Seller Relevant Matter”) notice of any Seller Relevant Matter:


 


		(a)	shall be given by a Seller to the Buyer
                                            within the time limits specified in paragraph 4 above; and



 


		(b)	such notice shall set out in reasonable
                                            detail the facts and circumstances relating to the Seller Relevant Matter and the Seller’s
                                            reasonable estimate of the amount of losses, costs and liabilities which is, or is to be,
                                            the subject of the Sellers Claim (including any losses which are contingent on the occurrence
                                            of any future event), and be given as soon as practicable, and in any event no later than
                                            thirty (30) calendar days, following the relevant fact, matter or circumstance coming to
                                            the notice of the Seller,



 


provided that, subject to paragraph
4 above, failure to give any notice under this paragraph 5 will in no way prejudice the Seller’s ability to bring a Sellers Claim
except that the Buyer shall not be liable for such Sellers Claim to the extent that its liability under such Sellers Claim has arisen
or increased as a result of such failure.


 


		6.	THIRD
                                            PARTY CLAIMS



 


If any Seller becomes aware of a claim
against it by a third party that is reasonably expected to give rise to a Sellers Claim against the Buyer (a “Seller Third Party
Claim”) then:


 


		(a)	a Seller shall inform the Buyer of such
                                            Seller Third Party Claim in accordance with paragraph 5 and, upon request of the Buyer, procure
                                            that the Buyer is provided with information on all material developments of the Seller Third
                                            Party Claim, in each case to the extent that such provision of information is not in breach
                                            of any confidentiality obligations of a Seller;



 


		(b)	a Seller shall consult with and follow
                                            the reasonable instructions of the Buyer in relation to the conduct of the Seller Third Party
                                            Claim and take all such action as the Buyer may reasonably request in relation to the Seller
                                            Third Party Claim, including commencing, conducting, defending, resisting, setting, compromising
                                            or appealing against any proceedings, subject to provisions of clause (c) below;



 


		(c)	if the Buyer, acting reasonably and in
                                            good faith, requests that a Seller commences, conducts, resists, settles, compromises or
                                            appeals against any Seller Third Party Claim, the Seller shall not unreasonably refuse such
                                            request, provided that:



 


		(i)	any out of pocket legal, professional, administrative
                                            and other costs and expenses reasonably incurred by the Seller or its Affiliates as a result
                                            of or in connection with the actions requested by the Buyer shall be at the expense of the
                                            Buyer regardless of the outcome of such proceedings and shall be paid by the Buyer in advance
                                            to the bank account of the Seller in accordance with the pre-estimate of such costs and expenses
                                            agreed by the Buyer and the Seller and, failing pre-payment of such legal costs, the Seller
                                            shall have no obligation to take any actions requested by the Buyer; and



 






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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.***


 


		(ii)	the Seller shall be under no obligation
                                            to take any actions requested by the Buyer if such actions are likely, directly or indirectly,
                                            to have a material adverse effect on the business, relations or goodwill of the Seller;



 


		(iii)	the Seller shall be under no obligation
                                            to follow instructions of the Buyer in relation to any tax claim if following such instructions
                                            in the opinion of the Seller may trigger, directly or indirectly, additional risks in terms
                                            of initiation or progress of criminal proceedings by the Governmental Authorities in respect
                                            of Seller’s management and/or employees, the Seller and/or any Affiliate of the Seller.



 


		7.	MITIGATION



 


Nothing in this Schedule 8 (Buyer
Limitations) shall affect each Seller’s common law duty to mitigate its Losses.


 


		8.	NO
                                            DOUBLE RECOVERY



 


The Sellers shall not be entitled to
recover damages or otherwise obtain reimbursement more than once in respect of the same loss whether under any Transaction Document or
otherwise. For the avoidance of doubt, this shall be without prejudice to the Sellers’ right to recover the full amount of any
loss by means of one or more Sellers Claims.


 


		9.	RECOVERY
                                            FROM THIRD PARTIES



 


		(a)	If a Seller has a right of action in relation
                                            to any third party or right to bring a claim under any insurance policy, in relation to any
                                            matter that the Buyer may otherwise be liable for hereunder, the Seller shall notify the
                                            Buyer of such right and take such reasonable actions as the Buyer may require to enforce
                                            such right against the third party or under the insurance policy, provided that (a) the costs
                                            and expenses of taking such actions shall be at the expense of the Buyer and shall be paid
                                            by the Buyer in advance to the bank account of the Seller in accordance with the reasonable
                                            pre-estimate of such costs and expenses agreed by the Buyer and the Seller and, failing pre-payment
                                            of such legal costs, the Seller shall have no obligation to take any actions requested by
                                            the Buyer and (b) the Seller shall be under no obligation to take any actions requested by
                                            the Buyer if such actions requested by the Buyer may, directly or indirectly, have a material
                                            adverse effect on the business, relations or goodwill of the Seller.



 


		(b)	If the Buyer pays in full the amount payable
                                            to a Seller in respect of a Sellers Claim and the Seller subsequently recovers from a third
                                            party (including an insurer) an amount which relates to the matter that gave rise to that
                                            claim, the Seller must notify the Buyer and:



 


		(i)	if the amount paid by the Buyer to the Seller
                                            is equal to or less than the amount recovered from the third party (after deduction of costs
                                            and expenses incurred in obtaining that recovery (including any increase in future insurance
                                            premiums) and in obtaining payment from the Buyer, less any amount not recovered by the Seller
                                            from the Buyer and less any Tax related to that recovery or payment), the Seller must pay
                                            the Buyer an amount equal to the amount that the Buyer paid to the Seller; or



 


		(ii)	if the amount paid by the Buyer to the
                                            Seller is more than the amount recovered from the third party (after deduction of costs and
                                            expenses incurred in obtaining that recovery and in obtaining payment from the Buyer, less
                                            any amount not recovered by the Seller from the Buyer and less any Tax related to that recovery
                                            or payment), the Seller must pay the Buyer an amount equal to the amount recovered from the
                                            third party (after deduction of costs and expenses incurred in obtaining that recovery (including
                                            any increase in future insurance premiums) and in obtaining payment from the Buyer, less
                                            any amount not recovered by the Seller from the Buyer and less any Tax related to that recovery
                                            or payment).



 






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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.***


 


		10.	MATTERS
                                            CAPABLE OF REMEDY



 


If a fact or circumstance that gives
rise to any Sellers Claim is capable of remedy by the Buyer, the Buyer will not be liable in respect of that Sellers Claim to the extent
that the relevant breach is remedied without any loss, cost, expense or liability to a Seller or any of its Affiliates within twenty
(20) Business Days following notification of the fact or circumstance by a Seller to the Buyer.


 


		11.	INDIRECT
                                            LOSS



 


The Buyer shall not be liable for any:


 


		(a)	indirect or consequential loss; or



 


		(b)	punitive damages (whether direct or indirect).



 


		12.	SELLER’S
                                            BREACH OF AGREEMENT



 


The Buyer shall not be liable for any
loss under any Transaction Document to the extent such loss is caused as a result of any Seller’s or any Guarantor’s breach
of any Transaction Document(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.***


 


Schedule
9 INTEGRATION PLAN


 


		1.	MANAGEMENT,
                                            SAFETY, ADMINISTERING:



 


		(a)	Extraction of Active Directory catalogue
                                            service to a standalone instance containing user accounts and device accounts, and not containing
                                            accounts of external users;



 


		(i)	For
                                            inspection purposes, the Sellers shall prepare a register of user accounts and a register
                                            of service accounts with a description of resources where such service accounts are used;



 


		(ii)	The
                                            Buyer shall compare the register of user accounts with the staffing chart of the Group Company.



 


		(b)	Transfer to the Buyer of the login and
                                            password for Enterprise Administrator account and a register of all information resources,
                                            where this account is used;



 


		(i)	The
                                            Buyer shall test access to all resources specified by the Sellers;



 


		(c)	Preparation of a detailed network scheme
                                            for the transferred infrastructure indicating destination hosts, VLAN, subnetworks, routers,
                                            VPN, WiFi



 


		(d)	Preparation of a register with description
                                            of parameters of all used server capacities (both owned and leased), data storage systems,
                                            virtual servers, routers, tape drives, etc. as well as transfer of all technical documentation
                                            for the transferred infrastructure;



 


		(i)	The
                                            Buyer shall perform full or randomized inventory check of the transferred infrastructure
                                            at its own discretion.



 


		(e)	Transfer of management of all network
                                            equipment and virtualization systems:



 


		(i)	The
                                            Sellers shall transfer to the Buyer access to the account with superadministering rights
                                            (login/password) to manage the whole network equipment scheme and virtualization systems;



 


		(ii)	The
                                            Buyer shall test the transferred account.



 


		(f)	Transfer of accounts used on servers and
                                            services:



 


		(i)	The
                                            Sellers shall transfer to the Buyer access to the account with superadministering rights
                                            (login/password) used on each operated server;



 


		(ii)	The
                                            Buyer shall test the transferred account.



 


		2.	TRANSFER
                                            OF INTERNAL SYSTEMS:



 


		(a)	Transfer of antivirus protection to a
                                            standalone instance and a separate license (if protection is made under a common license
                                            covering all businesses of the Sellers) and transfer of the administrator account (login/password)
                                            to the Buyer;



 


		(i)	The
                                            Buyer shall test operability of the transferred account.



 






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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)	Extraction of OTRS systems to a standalone
                                            instance and provision of a separate license and transfer of the administrator account (login/password)
                                            for each instance to the Buyer;



 


		(i)	The
                                            Buyer shall test operability of each transferred account.



 


		(c)	Transfer of email accounts with administering
                                            rights to the Buyer;



 


		(i)	The
                                            Buyer shall test operability of each transferred account;



 


		(d)	Preparation of a register of accounts
                                            with the rights to administer the phone system and software, which ensures operation of the
                                            call center attaching a full description of all contact details of technical employees maintaining
                                            the telephony services, data center, office equipment, and providing Internet access as well
                                            as other used types of communication;



 


		(i)	The
                                            Buyer shall test operability of each transferred account;



 


		(e)	Localization of all 1C databases (accounting,
                                            payroll and HR Management) for all acquired legal entities to own server capacities on a
                                            standalone basis:



 


		(i)	The
                                            Sellers shall prepare a register containing description of 1C information systems (functions,
                                            peculiarities, etc.)



 


		(ii)	The
                                            Sellers shall transfer to the Buyer all accounts with administering rights for each transferred
                                            1C information system;



 


		(iii)	The
                                            Buyer shall check completeness of the transferred 1C information systems against the register.
                                            The completeness of the databases shall be confirmed by a responsible employee of the Group
                                            Company. Accounts with administering rights shall be checked by testing 100% thereof.



 


		(iv)	The
                                            Sellers shall ensure consistency and completeness of the transferred data.



 


		(f)	Transfer of CRM to own server capacities
                                            on a standalone basis:



 


		(i)	The
                                            Sellers shall transfer to the Buyer a CRM user guide and all accounts with the right to superadminister
                                            servers, data base management systems and other CRM subsystems;



 


		(ii)	The
                                            Sellers shall provide the database of clients and interaction with them as of the transaction
                                            date as well as its backup copy containing revision history for the last year.



 


		(iii)	The
                                            Buyer shall check relevancy and completeness of the clients’ database.



 


		(iv)	The
                                            Buyer shall test all transferred accounts with the superadministering right.



 


		(g)	Preparation and transfer of registers
                                            of accounts with the rights to superadminister the services included in the analytical subsystem,
                                            including all used cloud services data sources:



 


		(i)	The
                                            Buyer shall test all transferred accounts with the superadministering right.





 






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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.***


 


		(h)	The Sellers shall provide access to data
                                            from JIRA and Confluence systems, including the user register, all knowledge base and tickets
                                            related to projects. The Sellers shall ensure operability and access to the current systems
                                            within Six (6) months.



 


		(i)	Emailing.



 


		(i)	The
                                            Sellers shall transfer to the Buyer access to accounts with administering rights (login/password)
                                            to mindbox service.



 


		(ii)	The
                                            Buyer shall test 100% of the transferred accounts.



 


		(j)	SMS forwarding.



 


		(i)	The
                                            Sellers shall transfer to the Buyer access to accounts with administering rights (login/password)
                                            to SMS gateway.



 


		(ii)	The
                                            Buyer shall test 100% of the transferred accounts.



 


		3.	HOSTING



 


		(a)	Having a contract with the data center
                                            (DC) with a backup infrastructure:



 


		(i)	The
                                            Sellers shall provide an original signed contract to the Buyer;



 


		(ii)	The
                                            Sellers shall transfer all infrastructure of the service to dedicated servers in the DC,
                                            and shall provide to the Buyer a fully operating system, which is independent from other
                                            services of the Sellers.



 


		(b)	Having a separate backup communication
                                            channel for Internet access:



 


		(i)	The
                                            Sellers shall enter into a contract with a service provider for a separate broadband Internet
                                            connection (with not less than 1 Gb/s bandwidth) to ensure availability of a reserve communication
                                            channel in case of the main line disturbance;



 


		(ii)	The
                                            Buyer shall test operability and communication bandwidth of the line.



 


		(c)	Ensuring availability of standby capacity
                                            of server infrastructure at the level not lower than х1.3 of the maximum peak load
                                            recorded in the last 6 calendar months:



 


		(i)	The
                                            Buyer shall test the maximum load of databases and service infrastructure.



 


		(d)	Setting a procedure for backup of all
                                            databases with a frequency of not less than one time per day, and transfer to the Buyer of
                                            all backup copies for one calendar month preceding Completion, attaching specifications for
                                            each database:



 


		(i)	The
                                            Buyer shall perform an inventory check of the transferred databases and all transferred backup
                                            copies.



 






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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.***


 


		(e)	Transfer of monitoring and management
                                            for the hosting service, services and databases, etc. by providing to the Buyer all accounts
                                            with administering rights.



 


		(i)	The
                                            Sellers shall perform an inventory check of all accounts with administering rights (login/password)
                                            to monitor and manage the hosting service, and shall transfer the register of accounts to
                                            the Buyer;



 


		(ii)	The
                                            Buyer shall test 100% of the transferred accounts.



 


		(f)	The Sellers shall provide access to the
                                            version control system with all source code repositories and administering rights:



 


		(i)	The
                                            Buyer shall test 100% of the transferred accounts for access to the version control system.



 


		(g)	The Sellers shall perform an inventory
                                            check of all accounts with administering rights in AppStore Connect / Google Play Console,
                                            and shall transfer logins and passwords to the Buyer in accordance with the register.



 


		(i)	The
                                            Buyer shall test 100% of the transferred accounts for access to AppStore Connect / Google
                                            Play Console.



 


		4.	SOFTWARE
                                            AND LICENSES



 


		(a)	After the date of this Agreement and before
                                            Completion, the Sellers shall provide the Buyer the list of all operating software and licenses
                                            used by the Group Company in the ordinary course of business



 






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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.***


 


Schedule
10 


 


Form of Traffic Purchase 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.***


 


Schedule
11 


 


Form of individual Shareholder Guarantees




 


[***] 


 






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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.***


 


Schedule
12


 


Form of Transfer Instrument


 


[***]




 






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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.***




 


Schedule 13 


 


Part I Schedule 13-A Form
of LoC 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.***




 



Part
2 Schedule 13-B Forms of LoC Instructions


 


[***]


 






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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
3 Schedule 13-C
Forms of Letters
of 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.***



 


Schedule
14 Related Party Agreements


 


[***]


 






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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.***



 


Schedule
15 The Intellectual Property Rights


 


[***]





 






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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.***



 


Schedule
16 Information Technology


 


[***]


 






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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.*** 


 


Schedule
17 


 


Material
Contracts


 


[***]


 






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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.***


 


Schedule
18 Restricted Persons


 


1.     Chief
Technology Officer: Vilchinsky Alexey (Вильчинский Алексей);


 


2.     Chief
Sales Officer: Chernov Dmitry (Чернов Дмитрий);


 


3.     Promotion
Manager: Pshenichnikov Vladislav (Пшеничников Владислав);


 


4.     Head
of HR: Reshetnikova Lyubov (Решетникова Любовь);


 


5.     Head
of Branding Department: Sviridovich Daria (Свиридович Дарья);


 


6.     Head
of H1.RU Magazine: Moiseyeva Elizaveta (Моисеева Елизавета);


 


7.     Head
of Online Marketing Department: Nedugin Dmitry (Недугин Дмитрий);


 


8.     Head
of Monetization Development Group: Fedoseyev Oleg (Федосеев Олег);


 


9.     Head
of Buyers & Tenants Development Group: Koifman Dmitry (Койфман Дмитрий);


 


10.   Head
of Data Development Group: Denisov Andrey (Денисов Андрей);


 


11.   Head
of Mobile Development Group/Head of MLSN Development Group: Nevzorov Gleb (Невзоров Глеб);


 


12.   Head
of Technical Department: Zheleznov Andrey (Железнов Андрей);


 


13.   Lawyer:
Zilberman Lyubov (Зильберман Любовь);


 


14.   Chief
Accountant: Medvedeva Anna (Медведева Анна);


 


15.   Head
of Maintenance Department: Lyubakh Valeria (Любах Валерия);


 


16.   Chief
Economist: Paustianova Yulia (Паустьянова Юлия);


 


17.   Head
of Product Design Department: Stupnikov Anton (Ступников Антон);


 


18.   Lead
Product Manager: Zagryadsky Ilya (Загрядский Илья);


 


19.   Lead
Product Manager: Polyakov Ivan (Поляков Иван);


 


20.   Product
Manager: Peshkov Maxim (Пешков Максим);


 






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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.***


 


21.   Head
of Moderation Department: Shestakova Elena (Шестакова Елена);


 


22.   Head
of Data Collection Department: Starodubtseva Maria (Стародубцева Мария);


 


23.   Head
of Quality Control Department: Forostyanaya Marina (Форостяная Марина);


 


24.   Head
of Sales Department, Yekaterinburg: Turygin Dmitry (Турыгин Дмитрий);


 


25.   Major
Accounts Manager, Novosibirsk: Loginov Viktor (Логинов Виктор);


 


26.   SME
Accounts Manager, Novosibirsk: Zverev Artyom (Зверев Артем);


 


27.   Sales
Director, Omsk: Akimova Elena (Акимова Елена);


 


28.   Head
of Sales Support Department: Kovalchuk Nadezhda (Ковальчук Надежда);


 


29.   Head
of Help Desk: Savich Yulia (Савич Юлия);


 


30.   Head
of Sales Department, Chelyabinsk: Perina Daria (Перина Дарья); and


 


31.   Lead
HR Manager: Samoilenko Yulia (Самойленко Юлия).


 






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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.***


 


Schedule
19 Guarantor WARRANTIES


 


		1.	GUARANTORS
                                            CAPACITY AND CONSENTS



 


		(a)	Each
                                            Guarantor is a company duly incorporated and organised and validly existing under the laws
                                            of its jurisdiction of incorporation.



 


		(b)	Each
                                            Guarantor has the power and authority to enter into the Transaction Documents to which it
                                            is a party and to fully perform its obligations under them in accordance with their terms.



 


		(c)	This
                                            Agreement constitutes, and each Transaction Documents to which it is a party constitute legal,
                                            valid and binding obligations of each Guarantor enforceable in accordance with their respective
                                            terms.



 


		(d)	The
                                            entry into and the exercise by each Guarantor of its rights and performance of its obligations
                                            under the Transaction Documents to which it is a party and the transactions contemplated
                                            by them will not constitute a breach or give rise to a default under any Applicable Laws
                                            or regulations or any order, decree or judgement or any provision of its constitutional documents,
                                            which has or could have a material adverse effect on its ability to execute or perform its
                                            obligations under the Transaction Documents.



 


		(e)	No
                                            Guarantor is a party to any litigation, arbitration or administrative proceedings nor is
                                            it the subject of any governmental, regulatory or official investigation or enquiry which
                                            is in progress or threatened or pending and no judgment or order or sanction of a court,
                                            arbitral tribunal or other Governmental Authority has been made against it which, in each
                                            case, has or could have a material adverse effect on its ability to execute or perform its
                                            obligations under the Transaction Documents to which it is a party.



 


		(f)	No
                                            corporate action or other steps have been taken by any Guarantor or legal proceedings started
                                            or threatened against any Guarantor for its winding up, dissolution, reorganisation (by way
                                            of voluntary arrangement, scheme of arrangement or otherwise), suspension of payments or
                                            a moratorium of any its indebtedness; or for it to enter into any arrangement, assignment
                                            or composition for the benefit of creditors; for the appointment of a receiver, administrator,
                                            administrative receiver, liquidator, supervisor, compulsory manager, trustee or similar person
                                            of any of its revenues or assets; or for the enforcement of any security over any of its
                                            assets.



 


		(g)	The
                                            execution and delivery by each Guarantor, and the performance by each Guarantor of its relevant
                                            obligations under and compliance by each Guarantor with the provisions of, this Agreement
                                            and the Transaction Documents will not:



 


		(i)	conflict
                                            with, or result in a violation of, any provision of the Organisational Documents of:



 


		(1)	the
                                            respective Guarantor; or



 


		(2)	the
                                            shareholders of the respective Guarantor; or



 


		(ii)	result
                                            in a material breach of, or constitute a material default under, any instrument or agreement
                                            to which any of the following persons is a party or by which any of the following persons
                                            is bound:



 






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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.***


 


		(1)	each
                                            Guarantor; or



 


		(2)	shareholders
                                            of each Guarantor; or



 


		(iii)	conflict
                                            with, or result in a violation of, any law or regulation in any jurisdiction having the force
                                            of law or of any order, judgment, injunction or decree of any court or governmental agency
                                            by which any of the following persons is bound:



 


		(iv)	each
                                            Guarantor; or



 


		(v)	shareholders
                                            of each Guarantor.



 


		(h)	Each
                                            Guarantor has obtained all consents, authorisations and approvals from its corporate governance
                                            bodies, any Governmental Authority and any other party, as required to authorise the execution,
                                            delivery, validity, enforceability or admissibility in evidence of the Transaction Documents
                                            to which it is a party or the performance of each Guarantor’s obligations under the
                                            Transaction Documents to which it is a party or will be required as a consequence of any
                                            Transaction Document.



 


		2.	SOLVENCY



 


		(a)	Each
                                            Guarantor:



 


		(i)	is
                                            not insolvent or unable to pay its debts within the meaning of the laws of its jurisdiction
                                            of incorporation or any other applicable insolvency legislation; or



 


		(ii)	has
                                            not stopped or suspended paying its debts as they fall 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.***


 


Schedule
20 Pre-emption Waivers


 


[***]




 






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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.***


 


Schedule
21 Material Licenses


 


[***] 


 






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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.***


 


Schedule
22 Non-Group Company Powers of Attorney


 


[***] 


 






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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.***


 


EXECUTION
PAGE


 





	Executed as a deed by Hearst Shkulev 	)	 
	Digital Regional Network B.V. acting by	) 	  
	 	) 	/s/ Elena Shkuleva	 
	 	 	 	 
	 	 	Managing Director	 
	 	 	 	 
	 	 	/s/Marscha Kronwel	 
	 	 	 	 
	 and by	 	Managing Director	 
	 	 	 
	Executed as a deed by Dorozhkin Evgeny	)	 
	Alexeevich, in the presence of:	)	 
	 	)	/s/ Dorozhkin Evgeny Alexeevich	 
	 	 	 	 
	 	 	Director	 
	 	 	 	 
	Signature of witness: 	/s/ Baibaratskaya Marina	 	 	 
	 	 	 	 
	Name of witness: Baibaratskaya Marina	 	 	 
	 	 	 	 
	Address: Omsk city, Ivan Alekseev Str, 6 App. 9	 	 	 
	 	 	 	 
	Occupation: Head of the Department of the Institute	 	 	 
	 	 	 	 
	Executed as a deed by Astapenko Sergey	)	 	 
	Vitalievich, in the presence of:	)	 	 
	 	)	/s/ Astapenko Sergey Vitalievich	 
	 	 	 	 
	 	 	Director	 
	 	 	 	 
	Signature of witness: 	/s/ Yulia Tsipileva 	 	 	 
	 	 	 	 
	Name of witness: Yulia Tsipileva	 	 	 
	 	 	 	 
	Address: Russia, Moscow, Koylatsky Hills, 35 App.805	 	 	 
	 	 	 	 
	Occupation: General Counsel	 	 	 


  






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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.***


 





	Executed as a deed by Baibaratsky	)	 
	Alexandr Ivanovich, in the presence of:	) 	  
	 	) 	/s/ Baibaratsky Alexandr Ivanovich	 
	 	 	 	 
	 	 	Director	 
	 	 	 	 
	Signature of witness: 	/s/ Baibaratskaya Marina	 	 	 
	 	 	 	 
	Name of witness: Baibaratskaya Marina	 	 	 
	 	 	 	 
	Address: Omsk city, Ivan Alekseev Str, 6 App. 9	 	 	 
	 	 	 	 
	Occupation: Head of the Department of the Institute	 	 	 
	 	 	 	 
	Executed as a deed by Mimons	)	 	 
	Investments Limited, acting by	)	 	 
	 	)	/s/ A. Nealeao	 
	 	 	 	 
	in the presence of:	 	Director	 
	 	 	 	 
	Signature of witness: 	/s/ Christina Tillyrou	 	 	 
	 	 	 	 
	Name of witness: Christina Tillyrou	 	 	 
	 	 	 	 
	Address:  9 Kafkasou street,	 	 	 
	                   2112 Aglantzia,	 	 	 
	                   Nicosia, Cyprus	 	 	 
	 	 	 	 
	Occupation: Corporate Supervising Consultant	 	 	 
	 	 	 	 
	Executed as a deed by HS Holding B.V., 	)	 	 
	acting by Elena Shkuleva	)	 	 
	 	)	/s/ Elena Shkuleva	 
	 	 	 	 
	 	 	Director A	 
	 	 	 	 
	 	 	/s/ Marscha Krowel	 
	 	 	 	 
	 	 	Director B	 








 






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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.***


 





	Executed as a deed by Limited Liability	)	 
	Company “HS Publishing”, acting by	) 	  
	Julia Tsipileva	) 	/s/ Julia Tsipileva	 
	 	 	 	 
	 	 	Director	 
	 	 	 	 
	in the presence of: 	 	 	 
	 	 	 	 
	Signature of witness: 	/s/ Anna Bekirova	 	 	 
	 	 	 	 
	Name of witness: Anna Bekirova	 	 	 
	 	 	 	 
	Address: Moscow, 13 Filevskya st. 21-1-17	 	 	 
	 	 	 	 
	Occupation: Deputy General Counsel	 	 	 
	 	 	 	 
	Executed as a deed by Limited 	)	 	 
	Liability Company “Hearst Shkulev Media”,	)	/s/ Natalia Shkuleva	 
	acting by Natalia Shkuleva	)	 	 
	 	 	Director	 
	 	 	 	 
	in the presence of: 	 	 	 
	 	 	 	 
	Signature of witness: 	/s/ Julia Tsipileva	 	 	 
	 	 	 	 
	Name of witness: Julia Tsipileva	 	 	 
	 	 	 	 
	Address: Russia, Moscow, Koylatsky Hills, 35-4-805	 	 	 
	 	 	 	 
	Occupation: General Counsel	 	 	 
	 	 	 	 
	Executed as a deed by Limited Liability	)	 	 
	Company “InterMediaGroup”, acting by	)	/s/ Natalia Shkuleva	 
	Natalia Shkuleva	)	 	 
	 	 	Director	 
	 	 	 	 
	in the presence of: 	 	 	 
	 	 	 	 
	Signature of witness: 	/s/ Julia Tsipileva	 	 	 
	 	 	 	 
	Name of witness: Julia Tsipileva	 	 	 
	 	 	 	 
	Address: Russia, Moscow, Koylatsky Hills, 35-4-805	 	 	 
	 	 	 	 
	Occupation: General Counsel	 	 	 








 






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