RUB 6,000,000,000 FACILITY AGREEMENT dated 26 MARCH 2020 for arranged by SBERBANK INVESTMENTS LIMITED with

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Counterparts

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LLC “INTERNET SOLUTIONS” (IN RUSSIAN: ), a limited liability company incorporated under the laws of the Russian Federation with company number 1027739244741, having its registered address at 10 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ (the “Borrower”);

DAVCO MANAGEMENT LIMITED, a company incorporated under the laws of Cyprus with company number HE 112543, having its registered address at Arch. Makariou III, 2-4, CAPITAL CENTER, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Cyprus (“Davco”), and OZON HOLDINGS LIMITED, a company incorporated under the laws of Cyprus with company number HE 104496, having its registered address at Arch. Makariou III, 2-4, CAPITAL CENTER, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Cyprus (“OHL”) (each a “Guarantor” and, collectively, the “Guarantors”);

THE COMPANIES listed in Part I of Schedule 1 (the “Russian Sureties”);

SBERBANK INVESTMENTS LIMITED as mandated lead arranger (the “Arranger”);

THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders (the “Original Lenders”);

SBERBANK INVESTMENTS LIMITED as agent of the other Finance Parties (the “Agent”); and

SBERBANK INVESTMENTS LIMITED as security trustee for the Secured Parties (the “Security Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

the amount of its participation in the Loan; and

in relation to any proposed Utilisation, the amount of its participation in the Loan that is due to be made on or before the proposed Utilisation Date.

the pledge of the participation interest in the Borrower constituting ninety nine per cent. (99%) of the charter capital of the Borrower granted or to be granted (as the context shall require) by Ozon Holding; and

the pledge of the participation interest in the Borrower constituting one per cent. (1%) of the charter capital of the Borrower granted or to be granted (as the context shall require) by Internet-Logistics,

any of:

Baring Vostok Capital Partners Group Limited, a non cellular company incorporated and registered on 11 February 2015 under the laws of Guernsey having company no. 59819 and having its registered office at Royal ▇▇▇▇▇▇▇▇, St Julian’s ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇; and

any of its Affiliates and/or legal successors;

any of:

Baring Vostok Fund V Managers Limited, a limited liability company incorporated in Guernsey with registered number 54684 having its registered office at ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇;

Baring Vostok Ozon Managers Limited, a non cellular company incorporated in Guernsey with registered number 62307 having its registered ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇;

any general partner and/or management company of any fund that is referred to in paragraph (c)(viii) below and formed after the date of this agreement; and

any of the Affiliates and/or legal successors of the persons listed in paragraphs (i) and (ii) above;

any of:

Baring Vostok Private Equity Fund V, L.P., a limited partnership registered in Guernsey with registered number 1636 having its registered office at ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇;

Baring Vostok Fund V (GP) LP, a limited partnership registered in Guernsey with registered number 1634 having its registered office at ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇;

Baring Vostok Fund V Co-Investment L.P. 1, a limited partnership registered in Guernsey with registered number 1639 having its registered office at ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇;

Baring Vostok Fund V Co-Investment L.P. 2, a limited partnership registered in Guernsey with registered number 1637 having its registered office at ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇;

Baring Vostok Fund V Supplemental Fund (GP) L.P., a limited partnership registered in Guernsey with registered number 823 having its registered office at ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇;

Baring Vostok Fund V Supplemental Fund, L.P., a limited partnership registered in Guernsey with registered number 824 having its registered office at ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇;

Baring Vostok Ozon (GP) LP, a limited partnership registered in Guernsey with registered number 2650 having its registered ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇;

any fund, whether already formed or to be formed in the future, in relation to which any BV Investment Advisor acts as an investment advisor to such funds managing general partner;

any legal entity holding securities (whether as a nominee or by way of agency, trust or otherwise) on behalf of any such fund listed in paragraphs (i) to (viii) above,

any legal entity in respect of which one or more BV Affiliates controls (directly or indirectly) the majority of the voting rights pertaining to such entity’s share capital.

the BV Shareholders and/or the Sistema Shareholders (whether individually or collectively) cease directly or indirectly to have the power (whether by way of ownership of Shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, more than fifty per cent. (50%) of the maximum number of votes that might be cast at a general meeting of that Relevant Entity (as applicable);

appoint or remove the majority of the directors or other equivalent officers of that Relevant Entity (as applicable); or

give directions with respect to the operating and financial policies of that Relevant Entity with which the directors or other equivalent officers of that Relevant Entity are obliged to comply; or

the BV Shareholders and/or the Sistema Shareholders (whether individually or collectively) cease to hold directly or indirectly more than fifty per cent. (50%) of the issued share capital of that Relevant Entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or

any person or group of Affiliates (other than the BV Shareholders and the Sistema Shareholders) acting in concert gains direct or indirect control of that Relevant Entity,

for the purposes of paragraph (c) above and sub-paragraph (A) below, “control” means:

the right to exercise any of the powers or discretions specified in sub-paragraphs (a)(i) to (a)(iii) above; or

the holding beneficially more than fifty per cent. (50%) of the issued share capital of a Relevant Entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

for the purposes of this definition, “acting in concert” means a group of Affiliates who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition or ownership directly or indirectly by any of them of shares in a Relevant Entity or otherwise, either directly or indirectly, to obtain or consolidate control of such Relevant Entity,

a restructuring of any BV Shareholder or any change in, and/or consolidation of, the ownership and/or control and/or principal advisor roles in respect of such BV Shareholder, provided that the right to transfer and vote the shares owned as of the date of this Agreement by the BV Shareholders in OHL (the “BV Shares”) continue to be exercised or controlled (directly or indirectly, including pursuant to any management or advisory arrangement) by one or more BV Affiliates; or

the dissolution, liquidation or winding up of a Baring Vostok Partnership in accordance with its limited partnership agreement, including (1) the appointment of, and/or transfer of the BV Shares to, a liquidating trustee in respect of a Baring Vostok Partnership; and/or (2) an in specie distribution of the BV Shares held on behalf of a Baring Vostok Partnership to the limited partners of such Baring Vostok Partnership,

in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 33 (Confidential Information); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; and

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

any crowdlending platform launched by any member of the Group designed to facilitate lending through such platform matching sellers/suppliers (or consumers) as borrowers with lenders, in each case without recourse to any of the Obligors or any of their assets; and

any consumer payment, money transfer, payment order or payment option service made available or provided by any member of the Group to its customers, which in the case of any deferred payment option or service, has an aggregate payment capacity of up to RUB 100,000,000,

in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

moneys borrowed, other than:

indebtedness outstanding under the PVG Loan; and

any other indebtedness owed by an Obligor to a Shareholder, provided that:

such Shareholder’s recourse in respect of such other indebtedness is, in all circumstances, limited to the right to exercise an option to convert the relevant indebtedness into Shares of the relevant Obligor; and

such other indebtedness is not eligible for registration in the register of competing creditors’ claims in insolvency (or any similar register); or

to the extent that such indebtedness ranks pari passu or preferentially as against any of the Secured Obligations, the relevant Shareholder shall have entered into a subordination agreement providing for the subordination of such indebtedness to the Secured Obligations (on terms satisfactory to the Agent (acting reasonably)) by no later than ninety (90) days following a request for the same by the Agent to the Borrower.

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a Finance Lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition that would be classified as a borrowing under IFRS;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account) which would be would be classified as a financial liability under IFRS (excluding any and all derivative transactions entered into with a Lender’s Affiliate);

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the date occurring six (6) months after the Original Termination Date or are otherwise classified as a borrowing under IFRS; and

(without double counting) the amount of any liability in respect of any guarantee, indemnity or counter-indemnity for the benefit of any parties other than the Obligors for any of the items referred to in paragraphs (a) to (h) above.

any Existing Fintech Transaction;

any microfinance services provided by any member of the Group (other than any Obligors) which:

do not result in the imposition of any recourse against or liability on any Obligor; and

otherwise do not result in the incurrence of any liabilities by any members of the Group;

any other services, business, operations or transactions undertaken by any member of the Group and designated as such by the Borrower and the Agent.

in the case of a person incorporated in the Russian Federation, any Russian Insolvency Proceedings;

in the case of any other person:

the declaration of a moratorium in relation to all of its indebtedness;

its winding up, dissolution or corporate reorganisation;

the appointment of a liquidator, receiver, receiver and manager, compulsory or interim manager, trustee or other similar officer in respect of it or any of its assets in connection with any insolvency-related winding-up, dissolution, corporate reorganisation or similar proceedings in accordance with applicable law;

the passing by the shareholders of any such person for, its winding-up or dissolution; or

the acceptance by a court or a registrar of any petition or other documents submitted or filed by a creditor of such person for the winding-up, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any such person.

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

any other matters which are set out as qualifications or reservations as to matters of law of general application in the legal opinions specified in Schedule 2 (Conditions Precedent).

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 20 (Changes to the Lenders),

the business, operations or financial condition of the Obligors taken as a whole;

the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents (including, without limitation, any obligation under the Finance Documents to pay principal, interest, damages for breach of contract and any obligation under the Finance Documents to indemnify any Secured Party);

the ability of an Obligor to perform its obligations under the Finance Documents (other than those specified in paragraph (b) above); or

the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

the introduction in relation to, or the imposition on, such person after the date of this Agreement of any Sanctions; or

the designation, after the date of this Agreement, of such person as the subject or target of Sanctions,

in relation to OHL, its consolidated interim condensed financial information for the nine (9) month period ended 30 September 2019, prepared in accordance with IFRS; and

in relation to the Borrower, its interim condensed financial information for the nine (9) month period ended 30 September 2019, prepared in accordance with RAS.

its Original Jurisdiction;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated; and

the jurisdiction whose laws govern the perfection of any of the Transaction Security Document entered into by it.

the acceptance of a petition (or similar document) by any court, state arbitration court (arbitrazhnyi sud) or any other authority authorised in accordance with Bankruptcy Law to administer cases of bankruptcy and liquidation of legal entities, in respect of its bankruptcy, insolvency, administration, liquidation or the initiation of any analogous proceeding;

the institution of supervision (nablyudeniye), financial recovery (finansovoe ozdorovleniye) as a result of an actual inability to satisfy debts as they fall due, external management (vneshneye upravleniye) or bankruptcy management (konkursnoye proizvodstvo) of it, and/or the appointment of a temporary manager (vremenniy upravlyaushchiy), administrative manager (administrativniy upravlyaushchiy), external manager (vneshniy upravlyaushchiy), bankruptcy manager (konkursniy upravlyaushchiy) or similar officer of it, as the above terms are defined in applicable Russian bankruptcy legislation;

the taking of any decision ordering its dissolution, liquidation or similar proceeding with respect to it by any court of competent jurisdiction; or

the initiation of any voluntary or involuntary case or other similar proceeding having an analogous effect to any of the events specified in paragraphs (b) to (c) above and, in each case introduced into Russian law after the date of this Agreement.

the Russian law suretyship agreement entered into or to be entered into (as the context shall require) between, inter alios, Ozon Holding as surety and the Agent;

the Russian law suretyship agreement entered into or to be entered into (as the context shall require) between, inter alios, Ozon-Volga as surety and the Agent;

the Russian law suretyship agreement entered into or to be entered into (as the context shall require) between, inter alios, Internet Logistics as surety and the Agent;

the Russian law suretyship agreement entered into or to be entered into (as the context shall require) between, inter alios, Ozon Technologies as surety and the Agent; and/or

the Russian law suretyship agreement entered into or to be entered into (as the context shall require) between, inter alios, Internet Travel as surety and the Agent.

the United Nations;

the European Union;

the government of the United States of America;

the government of the United Kingdom; and

the Russian Federation.

holds a majority of the voting rights in that first person or has the right under the constitution of the first person to direct the overall policy of the first person or alter the terms of its constitution; or

is a member of that first person and has the right to appoint or remove a majority of its board of directors or equivalent administration, management or supervisory body; or

has the right to exercise a dominant influence (which must include the right to give directions with respect to operating and financial policies of the first person which its directors are obliged to comply with whether or not for its benefit) over the first person by virtue of provisions contained in the articles (or equivalent) of the first person or by virtue of a control contract which is in writing and is authorised by the articles (or equivalent) of the first person and is permitted by the law under which such first person is established; or

is a member of that first person and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the first person or the rights under its constitution to direct the overall policy of the first person or alter the terms of its constitution; or

has the power to exercise, or actually exercises dominant influence or control over the first person; or

together with the first person are managed on a unified basis,

the Borrower PI Pledges;

the Ozon Holding PI Pledge;

any other document evidencing or creating Security over any asset to secure any obligation of any Obligor to a Secured Party under the Finance Documents; or

any other document designated as such by the Security Agent and the Borrower.

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

Construction

Unless a contrary indication appears, any reference in this Agreement to:

the “Agent”, the “Arranger”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

an “agency” shall be construed so as to include any governmental, intergovernmental or supranational agency, authority, body, central bank, commission, department, ministry, organisation, statutory corporation or tribunal (including any political sub-division, national, regional or municipal government and any administrative, fiscal, judicial, regulatory or self-regulatory body or persons);

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Borrower and the Agent or, if not so agreed, is in the form specified by the Agent;

“assets” includes present and future properties, revenues and rights of every description;

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

“fixed assets” has the meaning given to it in IFRS;

a “group of Lenders” includes all the Lenders;

“guarantee” means (other than in Clause 15 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any agency;

“Russia” is a reference to the Russian Federation and any republic or political sub division thereof (and “Russian” has a corresponding meaning);

a provision of law is a reference to that provision as amended or re-enacted; and

a time of day is a reference to Moscow time.

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

Any determination of the “balance sheet value” of any asset(s) (whether tangible or intangible) shall be made by reference to the balance sheet value of the relevant asset(s) and on the basis of IFRS.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if:

in the case of an Event of Default that has occurred by operation of Clause 19.1 (Non-payment), it has not been waived; and

in the case of any other Event of Default (other than any Event of Default contemplated in paragraph (i) above) it has not been waived or remedied (provided that no Finance Party has, at any time prior to such Event of Default being so remedied, (i) exercised any right, remedy or discretion under Clause 19.10 (Acceleration) in relation to such Event of Default, (ii) taken any step or action to enforce any of the Transaction Security or (iii) has otherwise given any notice of such Event of Default and/or reserved in writing its rights in respect of the same).

Currency symbols and definitions

“RUB” and “roubles” denote the lawful currency of the Russian Federation.

“€”, “EUR” and “euro” denote the single currency of the Participating Member States.

Third party rights

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.

Notwithstanding any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Any Receiver, Delegate or any person described in paragraph (b) of Clause 23.12 (Exclusion of liability) may, subject to this Clause 1.4 and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

THE FACILITY

The Facility

Finance Parties’ rights and obligations

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

PURPOSE

Purpose

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

no Default is continuing or would result from the proposed Loan; and

the Repeating Representations to be made by each Obligor are true in all material respects.

Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the proposed Utilisation Date:

no Default is continuing or would result from the proposed Loan;

the Repeating Representations to be made by each Obligor are true in all material respects; and

the Agent has confirmed that to the Borrower and the Lenders that it has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent.

Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification

Maximum number of Loans

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

the proposed Utilisation Date is a Business Day within the Availability Period;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

the account specified therein for the disbursement of the Utilisation proceeds is an account held with Sberbank of Russia or an Affiliate thereof.

Only one (1) Loan may be requested in each Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request must be roubles.

The amount of the proposed Loan must be an amount which is equal to Available Facility.

Lenders’ participation

If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in the Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

The Agent shall notify each Lender of the amount of the Loan and the amount of its participation in the Loan by the Specified Time.

Cancellation of Commitment

REPAYMENT

Repayment of Loan

Extension option

Subject to paragraph (c) below, the Borrower shall be entitled to request (only) one (1) extension of the Termination Date for an additional six (6) months by giving notice to the Agent (the “Extension Notice”) not less than five (5) Business Days prior to the Original Termination Date. The notice shall be made in writing and shall be unconditional and binding on the Borrower.

The Agent shall forward a copy of the Extension Notice to the Lenders as soon as practicable after receipt of it.

No extension of the Facility may be requested, and no such extension shall take place, if on the Original Termination Date:

a Default is continuing or would result from such extension;

the Repeating Representations are incorrect in any material respect; or

the Venture Financing Agreement or the Convertible Loan (as the case may be) has been executed by the parties thereto and all conditions precedent to the utilisation of the facility made available thereunder have been satisfied or waived.

If the conditions set out in this Clause 6.2 are satisfied, then the Termination Date shall, without the requirement for any further act of any Party, be extended form the Original Termination Date to the first anniversary of the date of this Agreement.

Reborrowing

PREPAYMENT AND CANCELLATION

Illegality

that Lender shall promptly notify the Agent upon becoming aware of that event providing reasonable details in relation to such event;

upon the Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and

the Borrower shall repay that Lender’s participation in the Loan on the last day of the Interest Period occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participations repaid.

Change of Control

the Borrower shall promptly notify the Agent upon becoming aware of that event;

a Lender shall not be obliged to fund a Utilisation; and

if a Lender so requires by notice to the Agent and the Borrower, the Commitment of that Lender shall be immediately cancelled and the participation of that Lender in the Loan, together with accrued interest and all other amounts accrued under the Finance Documents will become immediately due and payable by the Borrower;

Voluntary cancellation

Voluntary prepayment of Loan

The Borrower may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of RUB 1,000,000,000).

The Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).

Right of replacement or repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 11.2 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 11.3 (Tax indemnity),

On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment(s) of that Lender shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loan.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid, the applicable prepayment fee (if any), but otherwise without premium or penalty.

On the date any prepayment is effected by it under Clause 7.4 (Voluntary prepayment of Loan), the Borrower shall pay to the Agent (for the account of each Lender based on the proportion borne by such Lender’s Commitment to the Total Commitments) a prepayment fee in an amount equal to the amount of interest that would have accrued on the prepaid portion of the Loan (including any component thereof that constitutes or would have constituted capitalised interest pursuant to Clause 8.3 (Capitalisation of interest)) during the period commencing on the relevant prepayment date and ending on the Termination Date provided that no such prepayment fee shall be payable in relation to a prepayment effected by the Borrower pursuant to Clause 7.4 (Voluntary prepayment of Loan) if such prepayment is effected using the proceeds of a Venture Financing or a Convertible Loan.

The Borrower may not reborrow any part of the Facility which is prepaid.

The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

If all or part of any Lender’s participation in the Loan is repaid or prepaid, an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Application of prepayments

INTEREST

Calculation of interest

Payment of interest

Capitalisation of interest

Interest shall be automatically capitalised and shall be added to the aggregate outstanding principal amount of the Loan on the last day of each Interest Period.

After capitalisation, interest capitalised pursuant to paragraph (a) above shall:

be treated as part of the outstanding principal amount of the Loan;

accrue interest at the Fixed Rate in accordance with this Clause 8; and

be repaid in full on the Termination Date.

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent. (2%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).

Any interest accruing under this Clause 8.4 shall be immediately payable by the Obligor on demand by the Agent.

If any overdue amount consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period; and

the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. (2%) per annum higher than the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

INTEREST PERIODS

Duration of Interest Periods

Each Interest Period will be of three (3) months’ duration.

An Interest Period for the Loan shall not extend beyond the Termination Date.

Each Interest Period for the Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

Non-Business Days

FEES

Arrangement fee

TAX GROSS UP AND INDEMNITIES

Definitions

In this Agreement:

which is resident for tax purposes in, or whose Facility Office is situated in, the Russian Federation (each such person under this paragraph (i), a “Russian Finance Party”); or

which:

is beneficially entitled to receipt of interest or other payments payable to that Finance Party; and

is a tax resident in a Treaty State; and

does not have a Facility Office in the Russian Federation (and does not, otherwise, carry on business in the Russian Federation through a permanent establishment with which that Finance Party’s participation in that Loan is effectively connected.

Unless a contrary indication appears, in this Clause 11 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

The Obligor’s gross-up obligation, stipulated in paragraph (c) above, shall not apply if on the date on which the payment falls due, the payment could have been made to the relevant Finance Party without a Tax Deduction if that Finance Party had been a Qualifying Finance Party, but on that date that Finance Party is not or has ceased to be a Qualifying Finance Party other than as a result of any change after the date it became a Finance Party under this Agreement in (or in the interpretation, administration, or application of) Russian tax law or an applicable double tax treaty or any published practice or published concession of any relevant taxing authority.

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Within thirty (30) days from the date of this Agreement (or, in relation to a New Lender, within thirty (30) days from the date it becomes a party to this Agreement pursuant to Clause 20 (Changes to the Lenders)), and within thirty (30) days from the beginning of each calendar year, but not later than seven (7) Business Days prior to the date of the relevant payment, each Finance Party shall provide directly to the Borrower (i) an original of apostilled Tax

Tax indemnity

The Borrower shall (within ten (10) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Protected Party:

under the law of the jurisdiction in which that Protected Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Protected Party is treated as resident for tax purposes; or

under the law of the jurisdiction in which that Protected Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 11.2 (Tax gross-up); or

would have been compensated for by an increased payment under Clause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 11.2 (Tax gross-up) did not apply.

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 11.3, notify the Agent.

Paragraph (a) above shall not apply to the extent any Tax is attributable to any day more than twelve (12) months before the first date on which the relevant Protected Party became (or, if earlier, could reasonably be expected to have become) aware of the relevant Tax.

Tax Credit

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

that Finance Party has obtained and utilised that Tax Credit,

Stamp taxes

VAT

All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Any reference in this Clause 11.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (or an analogous concept under applicable law).

In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

OTHER INDEMNITIES

Currency indemnity

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

making or filing a claim or proof against that Obligor; or

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

Other indemnities

the occurrence of any Event of Default;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 25 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

Indemnity to the Agent

Indemnity to the Security Agent

Each Obligor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any documented cost, loss or liability incurred by any of them as a result of:

any failure by the Borrower to comply with its obligations under Clause 14 (Costs and expenses); or

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

Each Obligor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 12.4 will not be prejudiced by any release under Clause 23.25 (Releases) or otherwise in accordance with the terms of this Agreement.

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 12.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.

MITIGATION BY THE LENDERS

Mitigation

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), 7.2 (Change of Control) or Clause 11 (Tax gross-up and indemnities) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

Limitation of liability

The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 13.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 13.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

COSTS AND EXPENSES

Transaction expenses

the Transaction Security, this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the date of this Agreement.

Amendment costs

an Obligor requests an amendment, waiver or consent; or

an amendment is required pursuant to Clause 26.9 (Change of currency),

Enforcement costs

GUARANTEE AND INDEMNITY

Guarantee and indemnity

guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;

undertakes with each Finance Party that whenever an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document 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 15 if the amount claimed had been recoverable on the basis of a guarantee.

Continuing guarantee

Reinstatement

Waiver of defences

any time, waiver or consent granted to, or composition with, any Obligor or other person;

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

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, any Obligor 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;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

any insolvency or similar proceedings.

Immediate recourse

Appropriations

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 15.

Deferral of Guarantors’ rights

to be indemnified by an Obligor;

to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 15.1 (Guarantee and indemnity);

to exercise any right of set-off against any Obligor; and/or

to claim or prove as a creditor of any Obligor in competition with any Finance Party.

Additional security

REPRESENTATIONS

Status

It is a limited liability company duly incorporated and validly existing under the law of its Original Jurisdiction.

It has the power to own its assets and carry on its business as it is being conducted.

Binding obligations

the obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations; and

(without limiting the generality of paragraph (a) above), each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

Non-conflict with other obligations

any law or regulation applicable to it; or

its constitutional documents; or

any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument that will result in, or would be reasonably expected to result in:

the incurrence by such Obligor of a liability for breach of contract;

any amount thereunder being declared or otherwise becoming due and payable prior to its specified maturity;

any limit under any guarantee thereunder being cancelled or suspended;

a termination amount (howsoever defined) being declared or otherwise becoming due and payable thereunder;

such Obligor being or becoming (as the case may be) required to post cash collateral in respect of any bank guarantee for which it is the principal; and/or

a combination of any or all of the foregoing,

Power and authority

Validity and admissibility in evidence

Save as set out in the Disclosure Letter (and accepted by the Agent), all Authorisations and any other acts, conditions or things required:

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

to make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

the incurrence by such Obligor of a liability for breach of contract;

any amount thereunder being declared or otherwise becoming due and payable prior to its specified maturity;

any limit under any guarantee thereunder being cancelled or suspended;

a termination amount (howsoever defined) being declared or otherwise becoming due and payable thereunder;

such Obligor being or becoming (as the case may be) required to post cash collateral in respect of any bank guarantee for which it is the principal; and/or

a combination of any or all of the foregoing,

All Authorisations necessary for the conduct of the business, trade and ordinary activities of the Obligors have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or is reasonably likely to have a Material Adverse Effect.

Governing law and enforcement

Subject to the Legal Reservations, the choice of the law stated to be the governing law of each Finance Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.

Subject to the Legal Reservations, any judgment obtained in relation to a Finance Document to which it is a party in the jurisdiction of the stated governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

Subject to the Legal Reservations, any arbitral award obtained in relation to a Finance Document to which it is a party in the seat of that arbitral tribunal as specified in that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

No filing or stamp taxes

Russian “state duties” may be payable in relation to the enforcement of any Transaction Security that is governed by Russian law;

the Borrower PI Pledges must be notarised and registered in the Unified State Register of Legal Entities of the Russian Federation (and fees must be paid to a notary in respect of the same);

the Ozon Holding PI Pledge must be notarised and registered in the Unified State Register of Legal Entities of the Russian Federation (and fees must be paid to a notary in respect of the same);

the Ozon Holding PI Pledge must be lodged with the Cypriot Registrar of Companies in accordance with section 90 of the Cyprus Companies Law Cap.113;

stamp duty is payable in Cyprus in relation to the Finance Documents to which a Guarantor is a party or which relate to property in Cyprus or “matters or things to be done or executed in Cyprus”, under the Stamp Duty Law No. 19/1963 of Cyprus (as amended),

No default

Save as set out in the Disclosure Letter (and accepted by the Agent), no Event of Default is continuing or might reasonably be expected to result from the making of the Utilisation or the entry by it into, the performance of, or any transaction contemplated by, any Finance Document to which it is a party.

Save as set out in the Disclosure Letter (and accepted by the Agent), no other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might reasonably be expected to have a Material Adverse Effect.

No misleading information

Any financial projection or forecast provided by or on behalf of any Obligor to any Finance Party was prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration.

All other written information provided by it and/or any other member of the Group (including its advisers) to a Finance Party was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

Financial statements

The Borrower’s and OHL’s respective Original Financial Statements were prepared in accordance with RAS or IFRS (as applicable) consistently applied.

The Borrower’s and OHL’s respective Original Financial Statements fairly present their respective financial condition as at the end of the relevant reporting period and their respective results of operations during the relevant reporting period (consolidated in the case of the OHL).

There has been no material adverse change in any Obligor’s business or financial condition (or the business or consolidated financial condition of the Group, in the case of OHL) since the reference date of either of the Original Financial Statements except for:

changes in deferred tax assets resulting in negative net assets of the Borrower as of 31 December 2019 in accordance with RAS; and

the decline in the revenue, and earnings before taxes, interest and depreciation of Internet Travel for its financial year ended 31 December 2019 and its first financial quarter of the financial year ending 31 December 2020.

No proceedings

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it.

No judgment or order of a court, arbitral body or agency which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it.

No breach of laws

It has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against it which have or are reasonably likely to have a Material Adverse Effect.

Taxation

It is not materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax of RUB 600,000,000 (or its equivalent in any other currency) or more.

No claims or investigations are being, or are reasonably likely to be, made or conducted against it with respect to Taxes such that a liability of, or claim against, it of RUB 250,000,000 (or its equivalent in any other currency) or more is reasonably likely to arise.

It is resident for Tax purposes only in its Original Jurisdiction.

Security and Financial Indebtedness

No Security exists over all or any of its present or future assets other than as permitted by this Agreement.

Subject to the completion of any perfection requirements referred to in Clause 18.17 (Registration of pledges), each Transaction Security Document validly creates the Security which is expressed to be created by that Transaction Security Document and evidences the Security it is expressed to evidence.

No member of the Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.

Ranking

Legal and beneficial ownership

Shares

The Shares of any Obligor which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights.

The constitutional documents of companies whose Shares are subject to the Transaction Security do not (or will not immediately after the execution of the relevant Transaction Security Document) not restrict or inhibit any transfer of those Shares on creation or enforcement of the Transaction Security.

There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any Obligor (other than OHL) (including any option or right of pre-emption or conversion).

No adverse consequences

It is not necessary under the laws of its Relevant Jurisdictions:

in order to enable any Finance Party to enforce its rights under any Finance Document; or

by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.

Use of proceeds

Repetition

INFORMATION UNDERTAKINGS

Financial statements

as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each of its financial years the audited consolidated financial statements of OHL for that financial year;:

as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each of its financial years:

its audited financial statements for that financial year, prepared in accordance with RAS; and

the audited financial statements of each other Obligor (other than OHL) for that financial year, prepared in accordance with RAS;

as soon as the same become available, but in any event within ninety (90) days after the end of each financial quarter (except for the fourth financial quarter):

its unaudited interim condensed financial information for that financial quarter, prepared in accordance with RAS; and

the unaudited interim condensed financial information of each other Obligor (other than OHL) for that financial quarter, prepared in accordance with RAS.

as soon as they become available, but in any event within ninety (90) days after the end of each financial quarter (except the fourth financial quarter) the unaudited consolidated interim condensed financial information of OHL for that financial quarter.

Requirements as to financial statements

Each set of financial statements delivered by the Borrower pursuant to Clause 17.1 (Financial statements) shall be certified by an authorised signatory on behalf of the relevant company as fairly presenting its financial condition as at the date as at which those financial statements were drawn up.

The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 17.1 (Financial statements) is prepared using (in the case of financial statements of OHL) IFRS or (in the case of financial statements of any Obligor (other than OHL)) RAS and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in IFRS or RAS (as applicable), the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent:

a description of any change necessary for those financial statements to reflect the IFRS or RAS (as applicable), accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and

sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.

Information: miscellaneous

all formal notices or documents dispatched by any Obligor to its creditors generally at the same time as they are dispatched;

copies of all resolutions relating to any change in the composition of the board of directors of any Obligor, the winding-up, dissolution, administration or reorganisation of any Obligor and/or any amendment of any constitutional document of any Obligor;

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against an Obligor, and which might, if adversely determined, have a Material Adverse Effect;

promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any Obligor and which might have a Material Adverse Effect or which would involve a liability exceeding RUB 250,000,000 (or its equivalent in any other currency or currencies);

promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents;

promptly, such further information regarding the financial condition, business and operations of any Obligor as any Finance Party (through the Agent) may reasonably request; and

as soon as reasonably practicable after the execution thereof, a copy of each agreement or instrument evidencing any indebtedness incurred by an Obligor to any Shareholder.

Auditors

Year-end

Notification of default

Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by any authorised signatory on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

Use of websites

The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Agent (the “Designated Website”) if:

the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

the information is in a format previously agreed between the Borrower and the Agent.

The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Agent.

The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:

the Designated Website cannot be accessed due to technical failure;

the password specifications for the Designated Website change;

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply with any such request within ten (10) Business Days.

“Know your customer” checks

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

any change in the status of an Obligor (or of a Holding Company of an Obligor) or the composition of the shareholders or participants (as the case may be) of an Obligor (or of a Holding Company of an Obligor) after the date of this Agreement; or

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

GENERAL UNDERTAKINGS

Authorisations

obtain, comply with and do all that is necessary to maintain in full force and effect; and

supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

enable it to perform its obligations under the Finance Documents;

ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

Compliance with laws

Negative pledge

None of the Obligors shall create or permit to subsist any Security over:

the trademark “OZON” or “OZON Travel”;

the internet domain “▇▇▇▇.▇▇”;

any Shares in the Borrower or Ozon Holding; or

any fixed asset of Borrower having a balance sheet value which, when aggregated with the balance sheet value of each other asset of the Group, represents fifteen per cent. (15%) or more of the aggregate balance sheet value of all fixed assets of the Group.

Paragraph (a)above does not apply to any Security, listed below:

any licence agreement relating to the trademarks “OZON” or “OZON Travel” or the domain “▇▇▇▇.▇▇”;

any Security entered into pursuant to any Finance Document;

any Security securing indebtedness of any member of the Group (other than any Obligor) raised or incurred by such member of the Group (other than any Obligor) for the purpose of financing the acquisition of any asset(s) required by it for its ordinary course of trading provided that:

any Security created by the relevant Obligor as security for such indebtedness is comprised of Shares in the relevant member of the Group; and

recourse against such Obligor is limited to the proceeds realised from the enforcement of the Security contemplated in paragraph (A) above;

Security securing the indebtedness of any person in which an Obligor is a participant or a shareholder (such person a “Special Purpose Company”) incurred for the purpose of financing the acquisition, construction, development and/or operation of any asset(s) required by such Special Purpose Company for its ordinary course of business provided that:

any Security created by the relevant Obligor as security for such indebtedness is comprised of Shares in the relevant Special Purpose Company; and

recourse against such Obligor is limited to the proceeds realised from the enforcement of the Security contemplated in paragraph (A) above;

any Security arising under any lease and/or sub-lease of any premises rented from time to time by any member of the Group;

any Existing Security; or

any Security securing any Financial Indebtedness owed by a member of the Group to Sberbank of Russia or any of its Affiliates.

Disposals

None of the Obligors shall enter into a single transaction or a series of transactions (whether related or not and whether as a means of raising Financial Indebtedness or of financing an acquisition) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of (whether on terms whereby the relevant asset may be leased to or re-acquired or otherwise):

the trademark “OZON” or “OZON Travel”;

the internet domain “▇▇▇▇.▇▇”;

any Shares in the Borrower or Ozon Holding; or

any fixed asset of any member of the Group having a balance sheet value which, when aggregated with the balance sheet value of each other asset of the Group, represents fifteen per cent. (15%) or more of the aggregate balance sheet value of all fixed assets of the Group.

Paragraph (a) above does not apply to:

the sale and lease-back of the ▇▇▇▇▇▇▇▇ Warehouse, provided that the same is effected on arm’s length basis and for fair market value;

the disposal of Shares in LitRes provided that the same is effected on an arm’s length basis and for consideration the amount of which is equal to or exceeds the balance sheet value of such Shares, as set out in OHL’s most recent audited consolidated financial statements;

the disposal of Shares in OHL;

any sale, transfer or other disposal of any asset contemplated in sub-paragraph (a)(iv) above provided that the terms of such sale, transfer or other disposal have been approved in advance by the Agent and the amount by which consideration receivable therefor (after deducting any Taxes applicable thereto and transaction expenses incurred in connection therewith), when aggregated with all other consideration received at any time after the date of this Agreement by any member of the Group in respect of each other sale, transfer or other disposal of any asset contemplated in sub-paragraph (a)(iv) above (after deducting

any other disposal approved in writing in advance by the Agent.

Arm’s length basis

None of the Obligors shall enter into any transaction with any person except on arm’s length terms and for full market value.

Paragraph (a) does not apply to any transaction entered into by an Obligor with a BV Shareholder or a Sistema Shareholder (as the case may be) which has a balance sheet value, when aggregated with the balance sheet value of each other non-arm’s length or undervalue transaction entered into between an Obligor and a BV Shareholder a Sistema Shareholder (as the case may be), of RUB 1,500,000,000 (or its equivalent).

Loans or credit

None of the Obligors shall be a creditor in respect of any Financial Indebtedness of the type contemplated in paragraph (a) of the definition thereof, the amount of which, when aggregated with all other Financial Indebtedness of the type contemplated in this paragraph (a) and advanced or made available by each Obligor, at any time exceeds RUB 1,000,000,000 (or its equivalent).

paragraph (a) above does not apply to:

Financial Indebtedness advanced or made available by an Obligor to another Obligor;

Financial Indebtedness owed to an Obligor under any Existing Loan;

any Fintech Transaction provided that the Financial Indebtedness owed to the relevant Obligor in respect of such Fintech Transaction does not, at any time, and when aggregated with Financial Indebtedness owed at such time to all Obligors in respect of each other Fintech Transaction to which they are party, does not exceed RUB 100,000,000;

Sponsor Liabilities, provided that the aggregate amount of Sponsor Liabilities incurred by the Obligors does not, at any time exceed RUB 1,500,000,000 (or its equivalent) and each Special Purpose Company and each member of the Group in respect of which any such Sponsor Liabilities were incurred shall have executed for the benefit of the Finance Parties a guarantee or suretyship on terms substantially similar to those set out in Clause 15 (Guarantee and Indemnity) or in a Russian Suretyship (as the case may be); or

any Financial Indebtedness contemplated in paragraph (b)(ii) or (b)(iii) of Clause 18.12 (Acquisitions).

None of the Obligors shall be a creditor in respect of any marketable debt obligations or cash deposits the amount of which, when aggregated with the amount of each other marketable debt obligation and cash deposit in respect of which each other Obligor is a creditor, at any time exceeds RUB 1,000,000,000 (or its equivalent).

Paragraph (c) above does not apply to:

any marketable debt obligations not convertible or exchangeable to any other security issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them, in each case having a rating for its long-term unsecured and non-credit enhanced debt obligations of BBB- by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa3 or higher by ▇▇▇▇▇’▇ Investors Service Limited or a comparable rating from an internationally recognised credit rating agency commercial paper not convertible or exchangeable to any other security;

cash deposits with any bank or financial institution which has, whichever is lower:

a rating for its long-term unsecured and non-credit enhanced debt obligations of BBB- by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa3 or higher by ▇▇▇▇▇’▇ Investors Service Limited or a comparable rating from an internationally recognised credit rating agency commercial paper not convertible or exchangeable to any other security; or

a rating for its long-term unsecured and non-credit enhanced debt obligations by Standard & Poor’s Rating Services, Fitch Ratings Ltd or ▇▇▇▇▇’▇ Investors Service Limited which is equivalent to the rating ascribed by any of the aforementioned rating agencies to marketable debt obligations (not convertible or exchangeable to any other security) issued or guaranteed by the government of the Russian Federation or by its an instrumentality or agency thereof; or

cash deposits placed by members of the Group with East-West United Bank S.A. and/or PJSC “MTS Bank” (in Russian: ) not exceeding RUB 1,000,000,000 in aggregate (or an equivalent thereof.

No guarantees or indemnities

None of the Obligors shall without the Agent’s prior written consent incur or allow to remain outstanding any guarantee in respect of any obligation of any person under which the amount of the actual or contingent liability of an

Paragraph (a) does not apply to:

any guarantee given in respect of VAT;

any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade;

any guarantee permitted under paragraph (b) of Clause 18.9 (Financial Indebtedness); or

any guarantee given in respect of any operating lease arrangement (including any operating lease of a warehouse, warehouse equipment or vehicles) entered into by a member of the Group in the ordinary course of trade.

Dividends and share redemption

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

repay or distribute any dividend or share premium reserve;

pay any management, advisory or other fee to or to the order of any other member of the Group or it shareholders where the economic effect thereof is equivalent to any of the payments, transactions or matters contemplated in paragraph (a) or (b) above or paragraph (d) below; or

redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.

Financial Indebtedness

None of the Obligors shall, without the Agent’s prior written consent, incur or allow to remain outstanding any Financial Indebtedness the amount of which exceeds, when aggregated with (i) the amount of all Financial Indebtedness then owed by the Obligors, and (ii) the amount of all actual and contingent liabilities of Obligors under guarantees contemplated in paragraph (a) of Clause 18.7 (No guarantees or indemnities) (but without double counting), RUB 2,500,000,000 (or its equivalent).

Paragraph (a) above does not apply to:

Financial Indebtedness arising under the Finance Documents;

Financial Indebtedness which constitutes Existing Financial Indebtedness;

Financial Indebtedness owed by an Obligor to another Obligor;

Financial Indebtedness owed by an Obligor under any operating arrangement (including any lease of any warehouse, any warehouse equipment, vehicles or postal locker);

Financial Indebtedness under any trade credit extended to an Obligor by any of its suppliers on normal commercial terms and in the ordinary course of that Obligor’s trading activities;

Sponsor Liabilities of an Obligor, provided that the aggregate amount of Sponsor Liabilities incurred by the Obligors does not, at any time exceed RUB 1,500,000,000 (or its equivalent) and each Special Purpose Company and each member of the Group in respect of which any such Sponsor Liabilities were incurred shall have executed for the benefit of the Finance Parties a guarantee or suretyship on terms substantially similar to those set out in Clause 15 (Guarantee and Indemnity) or in a Russian Suretyship (as the case may be); or

any Fintech Transaction provided that the Financial Indebtedness owed to the relevant Obligor in respect of such Fintech Transaction does not, at any time, and when aggregated with Financial Indebtedness owed at such time to all Obligors in respect of each other Fintech Transaction to which they are party, does not exceed RUB 100,000,000.

Merger

None of the Obligors shall, without the Agent’s prior written consent, enter into any amalgamation, demerger, merger or corporate reconstruction or reorganisation.

Paragraph (a) does not apply to a merger between any Obligors that is effected pursuant to a solvent reorganisation of such Obligors, provided that:

any payments or assets distributed as a result of such reorganisation are distributed to the Obligors;

the surviving Obligor remains bound by its obligations under the Finance Documents to which it is a party and assumes all of the obligations of the other Obligor under the Finance Documents to which that other Obligor is/was a party.

Change of business

Acquisitions

No Obligor shall

acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

incorporate a company.

Paragraph (a) above does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is:

a Special Purpose Company;

consolidated with the Group and incorporated for the purposes of undertaking the Fintech Transaction referred to in paragraph (a) of the definition thereof provided that the aggregate amounts of equity contributions, contributions to assets and advances of shareholder loans by the Obligors to the company so consolidated do not, in aggregate, exceed RUB 260,000,000 (or its equivalent); or

consolidated with the Group and incorporated in the Republic of Kazakhstan and /or the Republic of Belarus, provided that:

the aggregate amount of equity contributions, contributions to assets and advances of shareholder loans by the Obligors to the company so consolidated do not, at any time during the period ending on the first anniversary of this Agreement, exceed RUB 600,000,000 (or its equivalent); and

each company so incorporated and consolidated shall have executed for the benefit of the Finance Parties a guarantee or suretyship on terms substantially similar to those set out in Clause 15 (Guarantee and Indemnity) or in a Russian Suretyship (as the case may be).

Taxation

Pari passu ranking

Further assurance

Each Obligor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law; and/or

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

Use of proceeds

in any manner or for any purpose:

that is prohibited by Sanctions applicable to any Party or any of its Affiliates; or

that would result in a violation of Sanctions by any Party or any of its Affiliates; or

in any manner or for any purpose which results in or may, in the relevant Finance Party’s reasonable opinion, result in any Party becoming the subject or the target of any New Sanctions.

Pledges

The Borrower shall, by no later than thirty (30) Business Days after the date of this Agreement, deliver to the Agent evidence that each Borrower PI Pledge has been duly registered, as required by Russian law, being an extract form the Unified State Register of Legal Entities of the Russian Federation with respect to that Borrower PI Pledge, together with all documents required to be provided under or in connection with the Borrower PI Pledges(including any legal opinion which the Agent may require in this respect).

The Borrower shall, by no later than 30 days after the Utilisation Date, deliver to the Agent (in form and substance satisfactory to the Agent):

a copy of the Ozon Holding PI Pledge, duly executed by the parties thereto; and

evidence that the Ozon Holding PI Pledge has been duly registered, as required by Russian law, being an extract from the Unified State Register of Legal Entities of the Russian Federation with respect to the Ozon Holding PI Pledge, together with all documents required to be provided under or in connection with the Ozon Holding PI Pledge (including any legal opinion which the Agent may require in this respect).

The Borrower shall, by no later than 30 days after the date of the Ozon Holdings PI Pledge, deliver to the Agent (in form and substance satisfactory to it) evidence that the Borrower PI Pledge have been submitted to the Cyprus Stamp Duty Commissioner for a stamp duty ruling and that all applicable duties have been paid.

The Borrower shall ensure that the Agent receives (in form and substance satisfactory to the Agent) on or before:

the date falling forty (40) days after the date thereof, evidence that the Ozon Holdings PI Pledge has been duly registered with the Cypriot Registrar of Companies in accordance with Section 90 of the Cyprus Companies Law Cap.113; and

the date falling 30 days after the date of this Agreement, evidence that all Finance Documents (other than the Borrower PI Pledge to which OHL is a party and the Ozon Holdings PI Pledge) to which a Guarantor is a party have been submitted to the Cyprus Stamp Duty Commissioner for a stamp duty ruling and that all applicable duties have been paid.

Maintenance of Currency Control Register

CS Disclosure Letter

Bank waivers

EVENTS OF DEFAULT

Non-payment

an administrative or technical error; or

a Disruption Event; and

Other obligations

The Borrower does not comply with any provision of Clause 18.20 (Bank waivers).

An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 19.1 (Non-payment))..

No Event of Default under paragraph (b) above will occur if the failure to comply is capable of remedy and is remedied within twenty (20) Business Days of the earlier of (A) the Agent giving notice to the Borrower and (B) an Obligor becoming aware of the failure to comply.

Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

No Event of Default under paragraph (a) above will occur if the circumstance giving rise to such misrepresentation or misstatement is capable of remedy and is remedied within twenty (20) Business Days of the earlier of (A) the Agent giving notice to the Borrower and (B) an Obligor becoming aware of the misrepresentation or misstatement.

Cross default

Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable grace period.

Any Financial Indebtedness of any Obligor is, in accordance with the terms of the agreement or instrument evidencing such Financial Indebtedness, declared

No Event of Default will occur under this Clause 19.4 if the aggregate amount of Financial Indebtedness falling within paragraphs (a) to (b) above is less than RUB 1,000,000,000 (or its equivalent in any other currency or currencies).

Any indebtedness of the Borrower under the PVG Loan is not paid when due nor within any originally applicable grace period.

Any indebtedness of the Borrower under the PVG Loan is, in accordance with the terms thereof, declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

Any indebtedness owed by an Obligor to any Shareholder is not paid when due nor within any originally applicable grace period.

Any indebtedness owed by an Obligor to any Shareholder is, in accordance with the terms of the agreement or instrument evidencing such indebtedness, declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

No Event of Default will occur under this Clause 19.4 in respect of any termination of any derivative transaction effected by an Obligor as a result of an event of default or a termination event (however described) on the part of that Obligor’s counterparty to such derivative transaction or that counterparty’s credit support provider or specified entity (however described).

Insolvency proceedings

Any Insolvency Proceedings contemplated in paragraph (b)(v) of the definition thereof or Russian Insolvency Proceedings contemplated in paragraph (a) of the definition thereof are commenced in relation to any Obligor and, either:

are not discharged, stayed or dismissed; or

the creditors’ claims made or filed in connection with such Insolvency Proceedings are not discharged in full,

Any Insolvency Proceedings or Russian Insolvency Proceedings (in each case of the type not expressly contemplated in paragraph (a) above) are commenced in relation to any Obligor.

Failure to comply with court judgment or arbitral award

Any Obligor fails to comply with or pay by the required time any sum due from it under any final (non-appealable) judgment or any final (non-appealable) order made or given by a court or arbitral tribunal or other arbitral body, in each case of competent jurisdiction.

No Event of Default under paragraph (a) above will occur if the amount of the liability under that judgment or order is, when aggregated with the amount of the then outstanding liabilities incurred by members of the Group in respect of each other judgment or order, does not exceed an amount equal to two per cent. (2%) of the aggregate balance sheet value of the assets of the Group (or its equivalent in any other currency or currencies) and is discharged within 30 days.

Tax claims

Any Obligor fails to pay and discharge, within thirty (30) days of the date of a demand by the relevant tax authority, any amount in respect of Tax imposed upon it or its material assets and which exceeds an amount equal to two per cent. (2%) of the aggregate balance sheet value of the assets of the Group.

Any Obligor fails to pay and discharge, on the last day of any period stipulated in a final ruling of the relevant tax authority (and which is, if appealable, only appealable by means of court proceedings), any amount in respect of Tax imposed upon it or its material assets and which is equal to or less than an amount equal to two per cent. (2%) of the aggregate balance sheet value of the assets of the Group.

Unlawfulness and invalidity

It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents.

Any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective, provided that no Event of Default under this paragraph (b) will occur if the Obligor that granted the affected Transaction Security or is party to an affected Transaction Security Document creates in favour of the Secured Parties, by no later than the date occurring 20 Business Days after the relevant Transaction Security ceased to be effective, such alternative Security as is acceptable to the Agent.

Any obligation or obligations of any Obligor under any Finance Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

Any Finance Document ceases to be in full force and effect or any Transaction Security ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

Audit qualification

Acceleration

by notice to the Borrower:

cancel the Total Commitments whereupon they shall immediately be cancelled;

declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

CHANGES TO THE LENDERS

Assignments and transfers by the Lenders

assign any of its rights; or

transfer by novation any of its rights and obligations,

Conditions of assignment or transfer

The consent of the Borrower required for an assignment or transfer by the Existing Lender, unless the assignment or transfer is:

to an Original Lender or an Affiliate of an Original Lender;

to Sberbank of Russia or an affiliate thereof;

made while an Event of Default specified in Clause 19.1 (Non-payment) or Clause 19.4 (Cross-default) is continuing.

An Existing Lender shall, as soon as reasonably practicable prior to effecting an assignment or transfer pursuant to sub-paragraph (a)(iii) above, give prior notice of such proposed assignment or transfer to the Agent and the Borrower (provided that failure to give such advance notice shall not invalidate or otherwise diminish the right of such Existing Lender to effect such proposed transfer).

An assignment will only be effective on:

receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it had been an Original Lender; and

performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

A transfer will only be effective if the procedure set out in Clause 20.5 (Procedure for transfer) is complied with.

If:

a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 11 (Tax gross-up and indemnities),

Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Assignment or transfer fee

Limitation of responsibility of Existing Lenders

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;

the financial condition of any Obligor;

the performance and observance by any Obligor or any other member of the Group of its obligations under the Finance Documents or any other documents; or

the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

Each New Lender confirms to the Existing Lender, the other Finance Parties and the Secured Parties that it:

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document or the Transaction Security; and

will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

Nothing in any Finance Document obliges an Existing Lender to:

accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 20; or

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

Procedure for transfer

Subject to the conditions set out in Clause 20.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

Subject to Clause 20.9 (Pro rata interest settlement), on the Transfer Date:

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);

each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

the Agent, the Arranger, the Security Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

the New Lender shall become a Party as a “Lender”.

Procedure for assignment

Subject to the conditions set out in Clause 20.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

Subject to Clause 20.9 (Pro rata interest settlement), on the Transfer Date:

the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the “Relevant Obligations”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

Lenders may utilise procedures other than those set out in this Clause 20.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 20.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 20.2 (Conditions of assignment or transfer).

Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company

Security over Lenders’ rights

any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

Pro rata interest settlement

If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 20.5 (Procedure for transfer) or any assignment pursuant to Clause 20.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the Termination Date; and

the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 20.9, have been payable to it on that date, but after deduction of the Accrued Amounts.

In this Clause 20.9 references to “Interest Period” shall be construed to include a reference to any other period for accrual of fees.

An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 20.9 but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.

CHANGES TO THE OBLIGORS

Assignments and transfer by Obligors

ROLE OF THE AGENT AND THE ARRANGER

Appointment of the Agent

Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.

Each of the Arranger and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

Instructions

The Agent shall:

unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

in all other cases, the Majority Lenders; and

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.

The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

Duties of the Agent

The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

Without prejudice to Clause 20.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement or any Increase Confirmation.

Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

If the Agent is aware of the non-payment of any principal, interest or fee payable to a Finance Party (other than the Agent, the Arranger or the Security Agent) under this Agreement it shall promptly notify the other Finance Parties.

The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

Role of the Arranger

No fiduciary duties

Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

Business with the Group

Rights and discretions

The Agent may:

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

assume that:

any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

unless it has received notice of revocation, that those instructions have not been revoked; and

rely on a certificate from any person:

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 19.1 (Non-payment));

any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

any notice or request made by the Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.

The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.

The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

The Agent may act in relation to the Finance Documents through its officers, employees and agents.

Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Responsibility for documentation

the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, an Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

No duty to monitor

whether or not any Default has occurred;

as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

whether any other event specified in any Finance Document has occurred.

Exclusion of liability

Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for:

any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct;

exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security, other than by reason of its gross negligence or wilful misconduct; or

without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:

any act, event or circumstance not reasonably within its control; or

the general risks of investment in, or the holding of assets in, any jurisdiction,

No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:

any “know your customer” or other checks in relation to any person; or

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender or for any Affiliate of any Lender,

Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability, any liability of the Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

Lenders’ indemnity to the Agent

Resignation of the Agent