SYNDICATED FACILITY AGREEMENT

(1)

HEADHUNTER LIMITED LIABILITY COMPANY, incorporated under the laws of the Russian Federation and registered in the Russian Federation Unified State Register of Legal Entities under Primary State Registration Number (PSRN) 1067761906805, whose business address is ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the "Borrower");

(2)

VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the arranger of the Facility (the "Arranger");

(3)

VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the original lender (the "Original Lender");

(4)

VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the facility administrator (the "Facility Administrator"); and

(5)

VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the pledge manager (the "Pledge Manager").

1.

DEFINITIONS

1.1

Terms

(a)

in relation to the financial statements of the Group and its members prepared in accordance with IFRS: KPMG Joint-Stock Company, or Deloitte CIS Holdings Limited, or PriceWaterhouseCoopers Consulting LLC, or Ernst & Young Global Limited; and

(b)

in relation to the financial statements of the Group's members prepared in accordance with the Applicable Reporting Standards other than IFRS: any company listed in paragraph (a) above, as well as ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, Finexpertiza LLC, BDO CJSC, FBK LLC and 2K - Delovye Konsultatsii CJSC, or any other auditing firm approved by the Majority Lenders.

(a)

the recommendations contained in the documents published by the Basel Committee on Banking Supervision in December 2010: "Basel III: A global regulatory framework for more resilient banks and banking systems," "Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring" and "Guidance for National Authorities Operating the Countercyclical Capital Buffer," with subsequent changes and additions;

(b)

the recommendations for global systemically important banks, contained in a document published by the Basel Committee on Banking Supervision in November 2011 "Global Systemically Important Banks: Assessment Methodology and the Additional Loss Absorbency Requirement – Rules text" with subsequent changes and additions; and

(c)

any other documents, explanations or standards published by the Basel Committee on Banking Supervision in connection with Basel III.

(a)

in the period up to the first Utilisation Date: the Lenders whose Available Commitments total 75% (seventy-five percent) or more of the Total Commitments;

(b)

if there is no Facility Outstanding and the Total Commitments were reduced to zero: the Lenders whose Available Commitments totalled 75% (seventy-five percent) or more of the Total Commitments immediately prior to the date of that reduction; or

(c)

in any other period of time: the Lenders whose participation in the Facility Outstanding together with their Unused Available Commitment, as well as the Amount Payable, totals 75% (seventy-five percent) or more of the total Facility Outstanding amount together with the Total Unused Commitments and the Amount Payable by all Lenders.

(a)

of additionally issued Headhunter Group shares (initial placement), with the total value of the placement not exceeding USD 100,000,000; or

(b)

of existing Headhunter Group shares belonging to Highworld and ELQ Investors VIII (secondary placement),

(c)

or any combination thereof, in each case provided that such initial or secondary placement (or a combination of both) does not result in a Change of Control.

(a)

Headhunter Group;

(b)

Zemenik;

(c)

Headhunter FSU;

(d)

each Additional Guarantor; and

(e)

any person providing an Independent Guarantee that the Facility Administrator and the Borrower have agreed in writing to deem a Guarantor for purposes of this Agreement.

(a)

Headhunter Group; and

(b)

Headhunter Group Subsidiaries and Associates whose financial statements are consolidated with Headhunter Group financial statements in accordance with IFRS in the relevant period of time using the direct consolidation method.^.

(a)

the Borrower Participatory Interest Pledge;

(b)

each Headhunter FSU Shares Pledge;

(c)

each Additional Pledge; and

(d)

any other pledge entered into by the Borrower or a third party to secure the Borrower's obligations hereunder.

(a)

the loan agreement entered into on or around the date hereof between the Borrower as the lender and ▇▇▇▇▇▇▇ as the borrower in the amount of the outstanding principal balance owed by ▇▇▇▇▇▇▇ under the Existing Facility Agreement; and

(b)

the loan agreement entered into on or around the date hereof between the Borrower as the lender and Headhunter Group as the borrower in the amount of the outstanding principal balance owed by Headhunter Group under the Existing Facility Agreement.

(a)

each Pledge;

(b)

each Independent Guarantee; and

(c)

any other document entered into or issued by the Borrower or by a third party at the Borrower's request with the consent of the Facility Administrator or the Pledge Manager to secure performance of the Borrower's obligations hereunder.

(a)

holds the majority of voting rights in that legal person; or

(b)

has equity participation and has the right to appoint or remove a majority of the members of the executive body of the legal person; or

(c)

has the right to have a dominant influence on the legal person by virtue of the provisions contained in the foundation documents of the legal person or management agreement; or

(d)

is a member (shareholder) of that legal person and independently or in agreement with other members controls the majority of votes in the legal person; or

(e)

controls that legal person,

(a)

Headhunter Group;

(b)

Zemenik;

(c)

Headhunter FSU; and

(d)

each pledgor under each Additional Pledge.

(a)

for each Interest Period: the key rate set by the Central Bank of the Russian Federation and valid for each day of the Interest Period; and

(b)

for any other period: the key rate set by the Central Bank of the Russian Federation and valid for each day of such period,

(a)

before any amounts related to financial expenses are deducted (with respect to financial costs related to lease payments: to the extent that this indicator would have been recorded in IFRS statements before the introduction of IFRS 16);

(b)

after deducting rental expenses to the extent that this indicator would have been recorded in IFRS statements before the introduction of IFRS 16;

(c)

excluding any amounts relating to interest due to any member of the Group;

(d)

after deducting profits or adding losses of any member of the Group related to non-controlling interests;

(e)

excluding positive or negative unrealised exchange rate differences;

(f)

excluding profits or losses arising from the revaluation of any asset or a decrease in the book value of any asset when it is alienated by any member of the Group;

(g)

excluding expected returns on pension plan assets; and

(h)

excluding non-monetary profits and losses from the Remuneration Plans based on Group Equity Instruments.

(a)

any amounts relating to depreciation and impairment of fixed assets (with respect  to depreciation related to lease liabilities: to the extent that this indicator would have been recorded in IFRS statements before the introduction of IFRS 16);

(b)

any amounts related to goodwill impairment; and

(c)

any amounts relating to depreciation and impairment of other intangible assets.

(a)

any member of the Group or consultant thereof; or

(b)

another Finance Party or consultant thereof, if the information was obtained by such Finance Party from any member of the Group or consultant thereof,

(i)

is or becomes available to the general public other than due to a Finance Party's violation of the conditions of Clause 29 (Confidentiality); or

(ii)

was known to a Finance Party prior to the date that such information was disclosed to it or its consultant, or was legally obtained by a Finance Party or its consultant after such date from a source that, as far as a Finance Party is aware, is not connected with the Group, and which in any case, as far as a Finance Party is aware, was not received due to a breach of confidentiality obligations.

(a)

in relation to the Original Lender, each Original Lender shall lend to the Borrower under such Tranche on the relevant date in accordance with the terms of this Agreement and as indicated against the name of the relevant Original Lender in the table in Part A (Original Lenders and Available Commitments) of Schedule 1 (Parties, Available Commitments, and Security); and

(b)

in relation to any other Lender, the relevant Lender shall provide as a loan to the Borrower on the relevant date as the result of transfer to it of the commitment to grant the Facility under such Tranche,

(a)

2.0% per annum for Tranche 1; and

(b)

2.5% per annum for Tranche 2.

(a)

each independent guarantee issued by the Guarantor in favour of the Lenders;

(b)

each Additional Independent Guarantee; and

(c)

any other independent guarantee issued by any person and with the consent of the Facility Administrator or the Pledge Manager to secure performance of the Borrower's obligations hereunder.

(a)

an Event of Default; or

(b)

an event or circumstance referred to in Clause 21 (Events of Default), which, in accordance with the terms of this Agreement, will become an Event of Default upon:

(i)

the expiration of any deadline established by this Agreement to rectify a violation;

(ii)

the sending of any notice; or

(iii)

the taking of the relevant decision in respect of the Finance Documents.

(a)

the amount of funds already provided to the relevant Borrower by this Lender, and

(b)

Amount Payable by this Lender.

(a)

with respect to the Borrower and Zemenik, the annual accounting statements for 2019, prepared in accordance with RAS;

(b)

with respect to Headhunter Group: the annual financial statements for 2019 prepared in accordance with IFRS, with an attached auditor's report; and

(c)

with respect to Headhunter FSU: management accounts prepared in accordance with the Group's management accounting policies as at 31 December 2019.

(a)

with respect to Tranche 1: the period starting on the date of this Agreement and ending on the date falling 10 (ten) days after the date of this Agreement (both said dates being inclusive); and

(b)

with respect to Tranche 2: the period starting on the date of this Agreement and ending on the date falling 270 (two hundred seventy) days after the date of this Agreement (both said dates being inclusive);

(a)

remuneration in the form of Group Equity Instruments;

(b)

remuneration in the form of funds or provision of other assets, provided that the amount of this remuneration is determined on the basis of and/or is contingent on the value of the Group Equity Instruments; or

(c)

remuneration in the form of provision of Headhunter Group shares to members of the board of directors of Headhunter Group.

(a)

at the end of the financial year or second financial quarter of the financial year, in accordance with the Group's financial statements for the relevant financial year or second financial quarter of the financial year (respectively), prepared in accordance with IFRS, provided to the Facility Administrator in accordance with Clause 17.1.1(A) or (B); or

(b)

at the end of the first or third financial quarter, based on the relevant financial accounts of the Group provided to the Facility Administrator in accordance with Clause 17.1.1(C).

(a)

a Russian legal person, or

(b)

resident of a Treaty State, provided that the status of such a Lender, at the request of an Obligor, is confirmed by a Russian translation of a copy of a document issued by the competent tax authority of the Treaty State, indicating that the qualifying Lender is a tax resident of the Treaty State.

(a)

for the purposes of determining the size of the Lender’s participation in the Facility in accordance with any Utilisation Request: the ratio between the Unused Available Commitment of such Lender and the Total Unused Commitments.

(i)

in the absence of a Facility Outstanding: the ratio between the Available Commitment of a single Lender and the Total Commitments, or

(ii)

if there is a Facility Outstanding: the ratio between the Facility Outstanding issued to the Borrower by a single Lender, together with the Amount Payable by this Lender, and the Facility Outstanding issued to the Borrower by all Lenders, together with the Amount Payable by all Lenders.

(a)

arising in accordance with the terms of the Finance Documents or permitted by the Finance Documents;

(b)

of a member of the Group that exists on the date of this Agreement, as specified in Schedule 7 (Existing Financial Indebtedness);

(c)

of any Obligor to another Obligor; and

(d)

of any Obligor to persons that are not Obligors unless the total amount of such Financial Indebtedness together with the grand total principal amount owed under loans provided by any Obligor to persons that are not Obligors exceeds 10% (ten percent) of the Group Assets at any point in time.

(a)

any payments made by a member of the Group to any Obligor, provided that such payments do not create obligations for the Obligor to such a member of the Group (in particular, to repay received funds or to transfer assets);

(b)

any payments made by any Obligor to another Obligor;

(c)

payment of distributable profit by Headhunter Group to its shareholders (including by Permitted Redemption) subject to the requirements of Clause 19.12 (Dividend payment and redemption of shares or participatory interests);

(d)

payment to another member of the Group or shareholders of Headhunter Group of funds received by any member of the Group from the sale of shares/participatory interests in another member of the Group that is not an Obligor, provided that after such payment the Leverage will not increase; and

(e)

mandatory payments in accordance with applicable law to shareholders that are not members of the Group or members of legal entities that are members of the Group in the event that such shareholder or member exits this legal person,

(a)

granted by any Obligor to another Obligor;

(b)

granted by any member of the Group that is not an Obligor, to another member of the Group that is not an Obligor; and

(c)

granted by any Obligor to persons that are not Obligors, unless the total principal amount owed under such loans together with the total Financial Indebtedness of the Obligors to persons that are not Obligors exceeds 10% (ten percent) of the Group Assets at any point in time.

(a)

if such shares or participatory interests are the subject of a Pledge, such shares or participatory interests will continue to be the subject of such Pledge, regardless of the relevant redemption;

(b)

this member of the Group complies with all applicable legal requirements for such redemption, including requirements regarding the size of the charter capital of this member of the Group; and

(c)

the redeemed shares or participatory interests will be cancelled within the timeframe established by applicable law.

(a)

the issue of shares or increase in charter capital whereby a Group member acquires such issued shares or increases its participatory interest in the charter capital of its Subsidiary, provided the existing shares or participatory interests in

(b)

the issue of Headhunter Group shares as part of the implementation of employee option programs, provided:

(i)

the total face value of such shares amounts to no more than 8% (eight percent) of the total Headhunter Group's charter (share) capital over the entire term of the Facility, and

(ii)

such issue does not result in a Change of Control; and

(c)

the issue of Headhunter Group shares as part of the Secondary Placement with the total value of the placement not exceeding USD 100,000,000.

(a)

the Obligors' and Pledgors' ability to perform their obligations under any Financial Document;

(b)

the validity or ranking of the security that is provided or should be provided under any Financial Document or its enforceability; or

(c)

the validity of the Finance Documents or the possibility of exercising the rights of the Finance Parties contemplated by each relevant Finance Document.

(a)

lease agreement No. 5536 dated 10 December 2018; and

(b)

lease agreement No. 5536 dated 10 December 2018.

(a)

amendment agreement No. 1 dated 14 December 2016;

(b)

amendment agreement No. 2 dated 28 June 2017;

(c)

amendment agreement No. 3 dated 5 October 2017;

(d)

amendment agreement No. 4 dated 29 December 2017;

(e)

amendment agreement No. 5 dated 22 April 2019; and

(f)

amendment agreement No. 6 dated 11 March 2020,

(a)

a significant failure in those payment or communication systems or financial markets, the operation of which is required in order to make payments (or other operations to be executed) under transactions contemplated by the Finance Documents, which occurred for reasons beyond the control of any of the Parties; or

(b)

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

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties under the Finance Documents,

(a)

receiving funds in the form of a loan or credit;

(b)

obtaining a trade credit, commercial loan for a term of over thirty (30) days or issuing an uncovered letter of credit if such debt falls within the category of "financial indebtedness" under IFRS;

(c)

issuing bonds, promissory notes and any other debt instruments;

(d)

entering into a finance lease contract (to the extent that this indicator would have been recorded in IFRS statements before the introduction of IFRS 16);

(e)

executing transactions with derivatives in order to protect against, or benefit from, fluctuations in any rates, interest rates or prices, with the amount of the transaction with such derivatives to be calculated based on the market indicators at any time;

(f)

executing repo transactions or any other transaction that constitutes borrowing under IFRS;

(g)

assuming liability for damages or expenses incurred by entities that are not members of the Group;

(h)

entering into Remuneration Plans based on Group Equity Instruments; or

(i)

executing transactions whereby obligations are assumed:

(i)

under a surety or guarantee with respect to the performance of any obligations by persons that are not members of the Group, with the exception of any Placement Indemnity; or

(ii)

in respect of the reimbursement of a payment under a surety or guarantee to the guarantor or surety; or

(iii)

in respect of a liability relating to receivables on recourse terms of any buyer of accounts receivables sold or discounted,

(a)

this Agreement;

(b)

each Security Document;

(c)

each Lender Rights Assignment Agreement;

(d)

each Utilisation Request;  and

(e)

any other document that (i) the Facility Administrator or the Pledge Manager and (ii) the Borrower have agreed in writing to be considered a Finance Document.

1.2

Interpretation

1.2.1

In this Agreement, unless the context otherwise requires:

(A)

references to the "Facility Administrator", the "Pledge Manager", the "Arranger", any "Finance Party", any "Lender", any "Obligor", any "Pledgor" or any "Party" include their successors as required by law or this Agreement;

(B)

a document "in an agreed form" means a document agreed in writing by the Facility Administrator and the Borrower;

(C)

"assets" include existing or future property, income and rights of any nature;

(D)

reference to "Finance Document" or other agreement, document or financial instrument includes such Finance Document or other agreement, document or financial instrument with all amendments and additions made thereto at any time;

(E)

"person" includes any natural person, legal person, state body, government or state;

(F)

"law" means any law, ruling, decree, order, decision, regulation, rule, official directive, requirement or recommendation of any legislative or executive state, municipal, interstate or international body, ministry, department, service, agency or committee of either a self-regulatory organisation or any judicial body;

(G)

reference to a provision of law is a reference to such provision with all amendments and additions made thereto at any time;

(H)

it is understood that the words "include" and "including" are accompanied by the words “inter alia”;

(I)

Clause or Schedule means a reference to a clause of this Agreement or a schedule to it; and

(J)

any reference to the time of day implies Moscow time, unless otherwise specified in the Agreement.

1.2.2

Unless the context otherwise requires, a reference to "month" means a period beginning on one of the days of a calendar month and ending on the same date of the next calendar month, with the following exceptions:

(A)

if the relevant date is not a Business Day, such period shall end on the next Business Day (if any) of that month or (if none) on the preceding Business Day; and

(B)

if there is no corresponding date in such month, then this period shall end on the last Business Day of this month.

1.2.3

For the purposes of this Agreement, "control" means:

(A)

the right (existing by virtue of direct or indirect participation in the charter capital of a legal person, on the basis of a written agreement by virtue of law or otherwise), which allows:

(1)

to vote or control the voting of at least 50 percent of the maximum number of votes entitled to vote at the general meeting of the legal person; or

(2)

to appoint or remove from office a person who performs the functions of the sole executive body of a legal person or all or the majority of the members of any collegial management bodies of a legal person; or

(3)

to give binding instructions regarding the activities or financial policies of a legal person; and (or)

(B)

to directly or indirectly own at least 50 percent of ordinary shares or participatory interests in the charter capital of a legal person;

1.2.4

Unless otherwise provided for in this Agreement, interest and amounts of remuneration payable by an Obligor under any Finance Document shall be calculated in accordance with the provisions of the relevant Finance Document and

1.2.5

The headings used in this Agreement shall have no effect on how the Agreement is interpreted.

1.3

Currency symbols

1.3.1

"₽", "RUB", "rouble", and "Russian rouble" mean the official monetary unit (currency) of the Russian Federation;

1.3.2

"U.S. dollar", "USD" or "$" means the legal tender of the United States of America; and

1.3.3

"Euro", "EUR" or "€" means the monetary unit (currency) of the member countries of the currency union that operates within the framework of the European Union.

2.

SUBJECT MATTER OF THE AGREEMENT

2.1

Loan Relations

2.1.1

Subject to the Borrower's compliance with the provisions of this Agreement, each Lender shall grant the Facility to the Borrower in the amount of its Available Commitment and to properly perform the obligations contemplated by this Agreement during its term, while the Borrower shall properly perform the obligations contemplated by this Agreement during its term, including the obligation to repay to each Lender the Facility Outstanding received from it, the interest on it, and to pay the other amounts contemplated by this Agreement and other Finance Documents to the Finance Parties.

2.1.2

A ▇▇▇▇▇▇'s obligation to grant the Facility to the Borrower under the relevant Tranche arises after the Borrower has fully complied with the requirements contemplated by Clause  4 (Conditions Precedent).

2.2

Finance Parties

2.2.1

Each Lender has an independent right to demand that the Borrower repays the Facility Outstanding, interest and other payments contemplated by the terms of this Agreement.  Except as provided for in this Agreement, each Finance Party has the right to independently enforce its rights under the Finance Documents. At the same time, the Finance Parties shall exercise their rights subject to the provisions of Clause 24 (Finance Parties).

2.2.2

No Finance Party shall be liable for the obligations of another Finance Party under the Finance Documents. In the event that any ▇▇▇▇▇▇ refuses to grant the Facility on the basis contemplated by Clause 6 (Termination of Lender’s obligations), and also if a Lender violates its obligation to grant the Facility within its Available Commitment, the Facility amount shall be reduced by this Lender’s Available Commitment.

2.3

Facility Administrator

2.3.1

This Agreement defines the conditions and procedure for appointing a Facility Administrator and its carrying out of legal and other actions on behalf and in the interests of all Lenders and other Finance Parties.  The authority of the person performing the functions of the Facility Administrator is determined in accordance with the provisions of Clause 24.2 (Appointment of the Facility Administrator). However, the provisions of this Agreement governing the relations of the Facility Administrator and the Lenders will apply whenever there is more than one Lender, while whenever there is a single Lender, all references in this Agreement and other Finance Documents to the "Facility Administrator" shall be deemed to refer to the single Lender.

2.3.2

The Lenders (with the exception of a Lender acting as the Facility Administrator) and the Facility Administrator hereby confirm that the Facility Administrator shall act without a power of attorney being issued to it and irrespective of the issuing of such power of attorney.

2.3.3

If the number of Lenders falls to one, then until there is more than one Lender, all the provisions in this Agreement and other Finance Documents that govern the relations of the Facility Administrator and the Borrower shall be deemed as provisions governing the relations of the sole Lender and the Borrower.

2.4

Relations with regard to pledge management

2.4.1

This Agreement defines the conditions and procedure for appointing the Pledge Manager and its carrying out of legal and other actions on behalf and in the interests of all Lenders.  The authority of the person performing the functions of the Pledge Manager is determined in accordance with the provisions of Clause 22.2 (Status of the Lenders and appointment of a Pledge Manager). However, the provisions of this Agreement governing the relations of the Pledge Manager and the Lenders will apply whenever there is more than one Lender, while whenever there is a single Lender, all references in this Agreement and other Finance Documents to the "Pledge Manager" shall be deemed to refer to the single Lender.

2.4.2

If the number of Lenders falls to one, then until there is more than one Lender, all the provisions in this Agreement and other Finance Documents that govern the relations of the Pledge Manager and the Borrower shall be deemed as provisions governing the relations of the sole Lender and the Borrower

2.5

Application of certain provisions in the Finance Documents concerning the syndicated nature of the Facility

2.6

Legal nature of the Agreement

2.6.1

the Lenders;

2.6.2

the Lenders and the Borrower;

2.6.3

the Facility Administrator and the Lenders;

2.6.4

the Pledge Manager and the Lenders; and

2.6.5

the Facility Administrator, the Pledge Manager, and the Borrower.

3.

PURPOSE

3.1

The Borrower shall use Tranche 1 solely to issue loans in favor of ▇▇▇▇▇▇▇ and Headhunter Group under Loan Agreements Between the Borrowers for the purpose of further immediate

3.2

The Borrower shall use Tranche 2 solely for:

3.2.1

general corporate purposes;

3.2.2

funding transactions to acquire the shares and participatory interests of third parties and to make contributions to the charter capital of third parties; and

3.2.3

paying out dividends, acquiring shares of Headhunter Group or distributing funds to Headhunter Group shareholders in another form.

3.3

Funds received by the Borrower hereunder may not be used for:

3.3.1

paying fees and costs under this Agreement; or

3.3.2

other purposes not listed by this Agreement as permitted.

4.

CONDITIONS PRECEDENT

4.1

Initial Conditions Precedent

4.1.1

To utilise Tranche 1, the Borrower shall:

(A)

deliver to the Facility Administrator the documents and information listed in Part A of Schedule 2 (Conditions Precedent), in a form and substance acceptable to the Facility Administrator; and

(B)

deliver to the Facility Administrator the documents and information listed in Part B of Schedule 2 (Conditions Precedent), in a form and substance acceptable to the Facility Administrator; and

(C)

send a duly completed Utilisation Request to the Facility Administrator for Tranche 1.

4.1.2

To utilise Tranche 2, the Borrower shall:

(A)

deliver to the Facility Administrator the documents and information listed in Part A of Schedule 2 (Conditions Precedent), in a form and substance acceptable to the Facility Administrator; and

(B)

deliver to the Facility Administrator the documents and information listed in Part C of Schedule 2 (Conditions Precedent), in a form and substance acceptable to the Facility Administrator, that conform to the purpose of the Facility as stated in the Utilisation Request;

(C)

send a duly completed Utilisation Request to the Facility Administrator for Tranche 2.

4.1.3

The Utilisation Request may be sent by the Borrower after the Borrower and the Lenders have received a notification from the Facility Administrator that the Borrower has duly fulfilled the applicable conditions listed in Schedule 2 (Conditions Precedent).

4.2

Submission of Utilisation Requests

4.2.1

The Borrower may send to the Facility Administrator:

(A)

in respect of Tranche 1: only one duly executed Utilisation Request for the full amount of Tranche 1; and

(B)

in respect of Tranche 2 one or more duly executed Utilisation Requests, but the amount of the Facility specified by the Borrower in the relevant Utilisation Request may not exceed the amount of the Aggregate Unused Available Commitment, and may not be less than RUB 500,000,000 (five hundred million) (other than a Utilisation Request for the entire balance of the Aggregate Unused Available Commitment for Tranche 2).

4.2.2

Unless otherwise agreed with the Facility Administrator, the Borrower must submit each Utilisation Request to the Facility Administrator no later than at 12:00 noon, 2 (two) Business Days before the proposed Utilisation Date.

4.2.3

Each Utilisation Request must be signed by an authorised person of the Borrower. Each Utilisation Request must include the requested amount of the Facility and the Utilisation Date, which is a Business Day within the relevant Utilisation Period.

4.2.4

The Borrower may not withdraw a Utilisation Request that it has sent to the Facility Administrator after it has been received.

5.

GRANTING OF FACILITY

5.1.1

After receiving any Utilisation Request, the Facility Administrator shall immediately send to each Lender a copy of the Utilisation Request and inform each Lender of the amount corresponding to its Proportional Share in the requested Facility.

5.1.2

In the absence of the circumstances specified in Clause 6 (Termination of Lender’s obligations), each Lender shall transfer to the Facility Administrator the amount corresponding to its Proportional Share in the Facility requested by the Borrower no later than 12:00 noon of the Utilisation Date specified in the relevant Utilisation Request.

5.1.3

Not later than on 15:00 on the relevant Utilisation Date, the Facility Administrator shall transfer to the Borrower the amount of the Facility specified in the Utilisation Request, into the account specified in that Utilisation Request, but not more than the Facility amount received from the Lenders.

6.

TERMINATION OF ▇▇▇▇▇▇’S OBLIGATIONS

6.1

Each Lender’s obligation to grant a Facility to the Borrower shall terminate in whole or in part, depending on the following circumstances:

6.1.1

if a Facility is granted in the amount of the Available Commitment of the relevant Lender;

6.1.2

upon expiry of the relevant Utilisation Period; and

6.1.3

in other instances established by law.

6.2

Each Lender has the right to refuse to perform its obligations to grant a loan to the Borrower:

6.2.1

if there are circumstances that clearly indicate that the Facility will not be repaid by the Borrower within the period specified in the Agreement; or

6.2.2

if there is an Event of Default as per Clause 21.18 (Acceleration) and the corresponding notification is sent by the Facility Administrator to the Borrower; or

6.2.3

if there are circumstances specified in Clause 8.1 (Illegality) and Clause 8.2 (Change of Control).

6.3

In the event that any ▇▇▇▇▇▇ refuses to grant the Facility on the basis of this Clause 6, the Parties agree that such ▇▇▇▇▇▇ does not bear any liability to the Borrower or to any Finance Party for refusing to grant the Facility.

7.

REPAYMENT OF FACILITY

7.1.1

The Borrower shall repay the Facility Outstanding by transferring quarterly payments into the Facility Administrator's Account on the Interest Payment Dates according to the repayment schedule given in Schedule 6 (Repayment schedule).

7.1.2

On the Final Repayment Date the Borrower shall repay the Facility Outstanding in full.

7.1.3

The Borrower may not submit a Utilisation Request for an amount of Facility Outstanding that the Borrower has repaid.

8.

EARLY REPAYMENT AND CANCELLATION OF FACILITY

8.1

Illegality

8.1.1

such Lender must notify the Facility Administrator and the Borrower as soon as it becomes aware of this;

8.1.2

any unfulfilled obligation of such Lender with respect to the Facility shall terminate on the date of the notification specified therein; and (or)

8.1.3

the Borrower shall repay the amount corresponding to the Proportional Share of such Lender in the Facility on the last day of the Interest Period in which a Lender became aware of the illegality of the participation in the Facility, or (if earlier) on the date specified by a Lender in the notification  specified in Clause 8.1.1, which cannot be earlier than the date established by law.

8.2

Change of Control

8.2.1

If there is a Change of Control:

(A)

the Borrower shall notify the Facility Administrator immediately after it becomes aware of this; and

(B)

if this is requested by the Majority Lenders, the Facility Administrator shall send a notification to the Borrower and demand immediate repayment of the entire amount of the Facility Outstanding with all accrued interest and other amounts payable by the Borrower, while the Borrower shall repay the amount of the Facility Outstanding in full in accordance with the demand specified in the Facility Administrator’s notification.

8.2.2

For the purposes of Clause 8.2.1, "Change of Control" means (with the exception of changes permitted in accordance with the Finance Documents, including as a result of a Permitted Payment):

(A)

that the Beneficiaries have lost the right, existing by virtue of their joint direct or indirect participation in the charter capital of any member of the Group, on the basis of a written agreement, by law or otherwise, to exercise the right to vote (or control the exercise of the right to vote) based on the quantity of voting shares in the share capital of Headhunter Group that is:

(1)

over 50% (fifty percent) of the total number of Headhunter Group voting shares, except in the case referred to in subparagraph (2) below; and

(2)

if the threshold referred to in subparagraph (1) above is not met as a result of Secondary Placement – over 35% (thirty five percent) of the total number of Headhunter Group voting shares; or

(B)

that the Beneficiaries have ceased to jointly own, directly or indirectly, voting shares in the share capital of Headhunter Group at a level of:

(1)

over 50% (fifty percent) of the total number of Headhunter Group voting shares, except in the case referred to in subparagraph (2) below; and

(2)

if the threshold referred to in subparagraph (1) above is not met as a result of Secondary Placement – over 35% (thirty five percent) of the total number of Headhunter Group voting shares; or

(C)

that the Beneficiaries have lost the right to appoint or remove from office (including by replacing them) the majority of the members of the Headhunter Group collegial management bodies; or

(D)

that Elbrus has lost the right it enjoyed by virtue of its direct or indirect participation in the charter capital of any Group member, under a written agreement, by virtue of the law or otherwise to exercise its voting right (or control the exercise of its voting right) based on the quantity of voting shares in the share capital of Headhunter Group at a level above 17.5% (seventeen point five percent) of the total number of Headhunter Group voting shares; or

(E)

that Elbrus has ceased to directly or indirectly own voting shares in the share capital of Headhunter Group at a level above 17.5% (seventeen point five percent) of the total number of the voting shares of Headhunter Group; or

(F)

that ▇▇▇▇▇▇ has lost the right to appoint or remove from office (including by replacing them) the majority of those members of the Headhunter Group collegial management bodies that the Beneficiaries, acting jointly, have the right to appoint or remove.

(i)

Elbrus; and

(ii)

▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. (registration number 2923466, registered address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇).

(i)

Elbrus Capital Fund II, L.P. (registration number: 63023, registered address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇); and

(ii)

Elbrus Capital Fund II B, L.P. (registration number: 68103, registered address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇).

8.3

Voluntary Early Repayment of Facility Outstanding

8.3.1

The Borrower is entitled, subject to giving the Facility Administrator at least 10 (ten) Business Days’ prior notice (unless a shorter period has been agreed with the Majority Lenders), to effect early repayment of the entire Facility Outstanding or any part thereof. The amount of the Facility Outstanding being repaid early must be at least RUB 50,000,000 (fifty million).

8.3.2

Partial early repayment of the Facility Outstanding shall reduce the obligation of the Borrower to repay the Facility Outstanding to each Lender rateably.

8.3.3

Any early payment by the Borrower pursuant to Clause 8.3.1 will be used to repay the Facility Outstanding, the payment of which is due in chronological order. Furthermore, the amount of such early payment shall be used to repay all Tranches in proportion to the amount of the next payment under each such Tranche.

8.3.4

Within 30 (thirty) days after the Facility Administrator has submitted a demand to a Borrower in accordance with Clause 13.1 (Additional Costs), the Borrower has the right, subject to giving the Facility Administrator at least 5 (Five) Business Days’ prior notice (unless a shorter period has been agreed with the Majority Lenders), to effect early repayment of the entire Facility Outstanding.  In this case, no Early Repayment Fee shall be charged.

8.4

Fee for Early Repayment of Facility Outstanding

8.4.1

In the event of early repayment of the Facility Outstanding or part thereof, the Borrower shall pay the Facility Administrator for subsequent distribution between the Lenders in proportion to their Proportional Shares a fee for the early repayment

8.4.2

The amount of the Early Repayment Fee shall be:

(A)

2.0% (two percent) of the amount of early repayment of the Facility Outstanding in the event of early repayment during the period starting on the date of this Agreement and ending on the date falling 18 months after the date of  this Agreement (including such date);

(B)

1.5% (one point five percent) of the amount of early repayment of the Facility Outstanding in the event of early repayment during the period starting on the date falling 18 months after the date of this Agreement (not including such date), and ending on the date falling 24 months after the date of this Agreement (including such date);

(C)

1.0% (one percent) of the amount of early repayment of the Facility Outstanding in the event of early repayment during the period starting on the date falling 24 months after the date of this Agreement (not including such date), and ending on the date falling 36 months after the date of this Agreement (including such date).

8.4.3

In the event early repayment of the Facility Outstanding or part thereof is made after the expiry of 36 (thirty six) months since the date of this Agreement (not including such date), no Early Repayment Fee shall be charged.

8.5

Other provisions

8.5.1

The Borrower does not have the right to withdraw its notification regarding early repayment of the Facility Outstanding or part thereof. Such notification must specify the relevant repayment date and the amount of the Facility Outstanding repaid early.

8.5.2

If the Facility Administrator receives any notification under this Clause 8, it shall send a copy of this notification to the Party to which this notification is addressed on the same Business Day. The Facility Administrator must notify all Lenders of receipt of the relevant notification within no more than one Business Day from the date of receipt of this notification.

8.5.3

Whenever the Facility Outstanding is repaid early, the Borrower shall repay the Facility Outstanding along with all interest accrued on it as of the repayment date and other amounts owed by this Borrower.

8.5.4

The Borrower does not have the right to repay the Facility Outstanding or any part thereof early, or to refuse to receive the Facility or part thereof, on terms not expressly contemplated by this Agreement.

8.5.5

The Borrower is not entitled to submit a Utilisation Request with respect to the amount of the Facility, which this ▇▇▇▇▇▇▇▇ has refused to receive, and also with respect to the amount of the Facility Outstanding that the Borrower repaid early.

9.

INTEREST

9.1

Interest calculation

9.1.1

the Margin; and

9.1.2

the Key Rate.

9.2

Margin revision

9.2.1

When any of the circumstances specified in this Clause 9.2.1 occur, the Margin with the Consent of the Majority Lenders shall increase by 0.5% (zero point five

(A)

on any Test Date falling in 2020, the Leverage is more than 3.0:1; or

(B)

the Leverage is more than 2.5:1 on any following Test Date.

9.2.2

Clause 9.2.1 shall remain effective until the first day of the Interest Period following a Test Date on which the Leverage is less than 2.5:1, provided the Facility Administrator has received confirmation that the Leverage is less than 2.5:1.

9.3

Interest Payment

9.4

Default Interest

9.4.1

If the Borrower fails to fulfil an obligation to pay any amount that it owes under the Finance Document within the prescribed period, default interest shall accrue on the overdue amount from the day, following the due date up to the date of actual payment (both before and after judgement).

9.4.2

Said default interest shall accrue in the amount of 2/365 of the interest rate, determined in accordance with Clause 9.1 (Interest calculation) subject to the provisions of Clause 9.2 (Margin revision), of the amount of overdue debt under the Financial Document for each day of delay.

9.4.3

Default interest accrued under this Clause 9.4 must be paid by the Borrower immediately upon the request of the Facility Administrator.

9.4.4

The Parties agree that payment by the Borrower of the default interest contemplated by this Clause 9.4 does not in any way restrict the Lenders’ rights to pursue any other legal remedies, including the right to seek indemnification from the Borrower for damages and expenses caused by the Borrower's delay to the extent not covered by the default interest.

9.4.5

For the avoidance of doubt, the Parties confirm that the default interest contemplated by this Clause 9.4 shall be paid by the Borrower in addition to and in excess of the interest contemplated by Clause 9.1 (Interest calculation) subject to the provisions of Clause 9.2 (Margin revision).

9.5

Notification of Key Rate

9.5.1

Subject to the provisions of Clause 9.5.4, the Key Rate in effect on each day of the Interest Period shall be used to calculate the accrued interest.

9.5.2

The Facility Administrator shall notify each Party on each Utilisation Date of the amount of the Key Rate in effect on the relevant Utilisation Date.

9.5.3

If the Key Rate changes after any given Utilisation Date, the new Key Rate shall become applicable for the purposes of determining the interest rate as per Clause 9.1 (Interest calculation) from the effective date of the modified Key Rate, of which the Facility Administrator shall notify the Parties no later than the Business Day following the effective date of the modified Key Rate.

9.5.4

Notwithstanding the provisions of Clause 9.5.3, if the effective date of the modified Key Rate falls on the last day of any Interest Period, the relevant modified Key Rate shall become applicable for the purposes of determining the interest rate as per Clause 9.1 (Interest calculation) from the first day of the next Interest Period.

10.

INTEREST PERIODS

10.1.1

The first Interest Period relating to Tranche 1 shall begin on the day following the Utilisation Date of Tranche 1 and end on the Interest Payment Date following the

10.1.2

The first Interest Period relating to Tranche 2 shall begin on the day following the Utilisation Date of Tranche 2 and end on the Interest Payment Date following the Utilisation Date of Tranche 2. Furthermore, if such Interest Payment Date comes earlier than 10 (ten) days after the Utilisation Date of Tranche 2, the first Interest Period relating to Tranche 2 shall end on the second Interest Payment Date which comes after the Utilisation Date of Tranche 2.

10.1.3

Starting from the Interest Period immediately following the end of the first Interest Period relating to Tranche 2:

(A)

the Facility Outstanding relating to Tranche 1 and the Facility Outstanding relating to Tranche 2 shall be combined into a single Facility Outstanding (hereinafter referred to as "Facility Outstanding on Tranches 1 and 2") for the purposes of determining the Interest Period;

(B)

the Interest Periods relating to Facility Outstanding on Tranches 1 and 2 shall be determined in accordance with Clause 10.1.1; and

(C)

the last Interest Period relating to Facility Outstanding on Tranches 1 and 2 shall end on the Final Repayment Date.

11.

FEES OF FINANCE PARTIES

11.1

Facility commitment Fee

11.1.1

The Borrower shall pay the Facility Administrator, for subsequent distribution among the Lenders in proportion to their Proportional Shares, a Facility commitment fee with respect to Tranche 2 at a rate of 0.30% (zero point three zero percent) of the Unused Available Commitment (excluding the Amount Payable).

11.1.2

Said Facility commitment fee shall be charged on the Unused Available Commitment under Tranche 2 for each day of the Tranche 2 Utilisation Period and shall be paid:

(A)

on each Interest Payment Date during such Utilisation Period; and

(B)

on the Interest Payment Date immediately following the last day of the Utilisation Period.

11.1.3

No Facility commitment fee shall be charged with respect to Tranche 1.

11.2

Facility Fee

12.

TAXES

12.1

Tax gross-up

12.1.1

No later than 3 (three) Business Days after an Obligor or Lender becomes aware that an Obligor must make a Tax Deduction (or that changes have been made to the Tax Deduction rate or base), the Borrower or Lender (as the case may be) shall notify the Facility Administrator, and the Borrower shall also ensure that the relevant notification is sent by the other Obligors. If the Facility Administrator

12.1.2

If, in accordance with the law, an Obligor must make a Tax Deduction in respect of any amount to be transferred to a Finance Party under the Finance Documents, the amount payable by an Obligor to a Finance Party shall be increased so that after the Tax Deduction the relevant Finance Party would receive the same amount that it would have received had such withholding in the form of the Tax Deduction not been required. However, an Obligor is not obliged to increase the amounts paid to the Finance Parties by the amount of the Tax Payment, if at the date of the relevant payment, any Finance Party ceased to be an Acceptable Lender for any reason not connected with a change in the law.

12.1.3

Within 30 (thirty) days after the Tax Deduction, the Borrower shall procure that it and other Obligors (as applicable) provide the Facility Administrator, for transfer to the relevant Finance Party, with evidence that is acceptable to that Finance Party confirming that the withheld amount of the Tax Deduction was transferred by an Obligor into the state budget in accordance with the requirements of applicable law.

12.2

Tax indemnity

12.2.1

Within 3 (three) Business Days after the Facility Administrator has submitted the relevant demand, an Obligor must pay to a Finance Party, which is not a Russian legal person, an amount equivalent to the Tax paid by a Finance Party, or the Tax that is payable in the opinion of that Finance Party, in connection with any Finance Document.

12.2.2

The provisions of paragraph 12.2.1 above shall not apply:

(A)

in respect of Taxes paid by a Finance Party:

(1)

as required by the law of the Russian Federation; or

(2)

in accordance with the law of the jurisdiction in which the lending division of that Finance Party that is connected with the amounts received or receivable in such jurisdiction is located,

(B)

to the extent that costs related to the payment of Taxes shall be indemnified by increasing the payment amount in accordance with Clause 12.1 (Tax gross-up).

12.2.3

A Finance Party that is submitting or intends to submit a demand in accordance with Clause 12.2.1 shall immediately notify the Facility Administrator of the event that will become or has become the basis for submitting this demand, whereupon the Facility Administrator must notify the Borrower accordingly.

12.3

Tax Relief

12.3.1

a Tax Relief may be applied to an additional payment that includes such Tax Payment, to such Tax Payment or Tax Deduction which resulted in such Tax Payment being required; and

12.3.2

such Finance Party has received such Tax Relief,

12.4

Charges and duties

12.5

Value Added Tax (VAT) and other taxes

13.

ADDITIONAL COSTS

13.1

Additional Costs

13.1.1

Subject to Clause 13.3 (Exemptions), the Borrower shall, within 3 (three) Business Days of the expiration of 30 (thirty) days from when the relevant Facility Administrator submitted the relevant demand, pay the relevant Finance Party the Additional Costs incurred by such Finance Party for the period after the expiration of such thirty-day period due to any law being enacted, or law (or the practice of its interpretation or application) being amended after the date of this Agreement or due to a central bank or other competent authority imposing an obligation in the relevant jurisdiction for the Finance Parties to apply or comply with the standards established in Basel III.

13.1.2

In this Clause "Additional Costs" means:

(A)

additional costs or losses incurred by a Finance Party due to a reduction in any amounts received or receivable; or

(B)

any additional or increased costs or losses; or

(C)

expenses or losses related to the reduction of any amount payable by the Borrower in accordance with any Finance Document,

13.1.3

For the avoidance of doubt, the Additional Costs under this Clause 13 shall be paid by the Borrower as a fee for the use of the Facility in addition to the interest and other amounts due from the Borrower.

13.2

Additional Cost Claims

13.3

Exemptions

13.3.1

shall be indemnified to a Finance Party in accordance with another Clause of the Agreement, or would be indemnified in the absence of exemptions from such Clause;

13.3.2

are caused by a Finance Party's willful non-compliance with the law; or

13.3.3

are caused by the application or compliance with the standards established in Basel II (as amended as of the date of this Agreement) or in the regulations of the Central Bank of the Russian Federation or in any other law by which the provisions of Basel II are implemented, except for the changes arising from Basel III.

14.

OTHER INDEMNITIES

14.1

Currency indemnity

14.1.1

the filing of any claim against such Obligor; or

14.1.2

the enforcement of any judicial or arbitration award in any judicial, arbitrazh or arbitration proceedings,

(A)

the exchange rate used to convert said Amount from the First Currency into the Second Currency, and

(B)

the exchange rate available to that person at the time it received the Amount.

14.2

Other indemnities

14.2.1

as a result of an Event of Default; or

14.2.2

(if such costs are incurred through no fault of a Finance Party or do not result from a Finance Party's negligence, with the exception of circumstances beyond the control of a Finance Party (not including the imposition of international sanctions)) as a result of:

(A)

the inability to grant the Facility to the Borrower in accordance with a Utilisation Request due to any provisions of this Agreement; or

(B)

the Borrower's inability to effect early repayment of the Facility Outstanding or part thereof, despite a notification of early repayment having been submitted to the Facility Administrator.

14.3

Indemnity to the Facility Administrator

14.3.1

an investigation of any event that the Facility Administrator has reason to believe is a Default; or

14.3.2

actions being taken on the basis of any notification or order of any Finance Party in accordance with this Agreement, which the Facility Administrator has reason to believe are subject to execution.

14.4

Indemnity to the Pledge Manager

14.4.1

The Borrower shall indemnify the Pledge Manager for all documented costs incurred by the Pledge Manager due to action it takes to:

14.4.2

The Pledge Manager may, on a priority basis, recover its costs out of the value of the property pledged to the Lenders under the respective Pledges.

14.5

Transaction Costs

14.5.1

The Borrower shall, within 10 (ten) Business Days after receipt of the relevant demand, pay the Facility Administrator and the Arranger the amount of all documented costs that are previously agreed with the Borrower in writing or by email (including fees of legal consultants) that were incurred in connection with the preparation and execution of this Agreement and other Finance Documents.

14.5.2

The Borrower's duty to pay legal consultant fees will be considered fulfilled if, prior to the first Utilisation Date, a member of the Group pays the relevant fees (in the amount pre-agreed in writing or by email by the Facility Administrator, the Borrower and the legal consultant of the Facility Administrator) directly to the legal consultant of the Facility Administrator.

14.5.3

The Borrower shall bear in full all costs associated with the registration of the Security Agreements in accordance with the requirements of applicable law.

14.6

Amendment Costs

14.7

Enforcement Costs

15.

MITIGATION BY THE FINANCE PARTIES

16.

REPRESENTATIONS

16.1

Representations

16.2

Status

16.2.1

Each Obligor and each Pledgor is a legal entity duly incorporated and operating lawfully in accordance with applicable law.

16.2.2

Each Obligor and each Pledgor has the power to own its assets and carries on its business in accordance with applicable law.

16.3

Legal capacity and authority

16.3.1

Each Obligor and each Pledgor has legal capacity and authority to enter into and perform the Finance Documents (to which it is party) and the transactions contemplated thereby, and has received all necessary approvals for entry into and performance of the Finance Documents in the manner prescribed by law and its constitutional and other internal documents, including approval of the transactions contemplated by the Finance Documents as a major transaction and an interested-party transaction.

16.3.2

The person acting on behalf of each Obligor and each Pledgor has the authority to enter into the Finance Documents to which the relevant Obligor is party.

16.4

Binding obligations

16.4.1

Subject to the requirements for registration of the Finance Documents as specified in Clause 16.9 (Registration Requirements), each Finance Document to which the Obligor or Pledgor is party constitutes its legal, valid, binding and enforceable obligation.

16.4.2

Each Finance Document to which any of the Obligors or Pledgors is party is drawn up in a form that ensures that is can be enforced in the Russian Federation and in the Republic of Cyprus.

16.5

Non-conflict

16.5.1

any applicable law;

16.5.2

its constitutional and other internal documents;

16.5.3

any decisions of its management bodies; and

16.5.4

any other documents or agreements that are binding on it.

16.6

Compliance with law

16.6.1

The business activities of each Obligor are carried out in accordance with applicable law in all aspects viewed as materially significant.

16.6.2

Each Obligor has promptly submitted tax returns.

16.6.3

With respect to each Obligor:

16.7

No Default

16.7.1

There neither is nor will be a Default as a result of the entry into or performance by each Obligor and each Pledgor of the Finance Documents or the transactions contemplated thereby.

16.7.2

There are no other events or circumstances constituting default under any document that is binding on any Obligor or Pledgor or which imposes restrictions on the disposal of their property and which have or are reasonably likely to have a Material Adverse Effect.

16.8

Authorisations

16.9

Registration Requirements

16.9.1

notarisation of the Borrower Participatory Interest Pledge and making the relevant entry in the Unified State Register of Legal Entities of the Russian Federation;

16.9.2

registration of the Borrower Participatory Interest Pledge in accordance with the laws of the Republic of Cyprus in the Register of Companies and entering information about it in the internal register of pledges of Headhunter FSU; and

16.9.3

entering information about the Pledge of Headhunter FSU (Headhunter Group) Shares in the internal register of pledges of Headhunter Group.

16.10

Financial Statements

16.10.1

The most recent financial statements of the Group (and each member of the Group) provided to the Facility Administrator:

(A)

have been prepared in accordance with Applicable Reporting Standards; and

(B)

in all material respects reliably reflect its financial position (if applicable, on a consolidated basis) as of the date of their preparation,

16.10.2

From the date on which the financial statements indicated in Clause 16.10.1 were drawn up, there have not been any events that could have a Material Adverse Effect, and for the purposes of this paragraph, Material Adverse Effect is understood to mean in the opinion of the Majority Lenders a material adverse effect on:

(A)

the financial condition of the Group as a whole, in the event that the Group as a whole, as a result of the occurrence of such an event, incurs actual damage in an amount exceeding RUB 50,000,000 (or its equivalent in another currency);

(B)

the Obligors' and Pledgors' ability to perform their obligations under any Finance Document;

(C)

the validity or ranking of the security that is provided or should be provided under any Finance Document or its enforceability; or

(D)

the validity of the Finance Documents or the possibility of exercising the rights of the Finance Parties contemplated by each relevant Finance Document.

16.11

Court Proceedings

16.11.1

With the exception of the court, administrative, arbitrazh or arbitration proceedings disclosed by the Borrower to the Facility Administrator in accordance with Clause 17.4 (Information: miscellaneous), no court, arbitration or administrative proceedings have been instituted against the Obligors or are expected to be instituted against the Obligors as far as the Borrower is aware:

(A)

in which the claim or demand exceeds RUB 50,000,000 (or the equivalent of this amount in another currency);

(B)

within the framework of which decisions have been taken or are highly likely to be taken, as a result of which the actual damage to the Group will amount to over RUB 50,000,000 (or the equivalent of this amount in another currency); or

(C)

in the event not falling under subparagraphs (A) or (B) above, as a result of which an unfavourable decision has been taken or, to the best of the Borrower’s knowledge, is highly likely to be taken, that could have a Material Adverse Effect.

16.11.2

With the exception of the actions disclosed by the Borrower to the Facility Administrator in accordance with Clause 17.4 (Information: miscellaneous), no investigative actions provided for by applicable law are being taken in respect of the Obligors as a result of which unfavourable decisions have been taken or are highly likely to be taken, that could have a Material Adverse Effect.

16.12

Information

16.12.1

All factual information, which is material in the opinion of the Facility Administrator, provided by any Obligor or Pledgor to the Finance Parties in connection with the Finance Documents to which it is party, is true and accurate as of the date of its provision or (as the case may be) as of the date (if any) which is indicated as the date of its provision.

16.12.2

None of the Obligors or Pledgors has withheld information which, if disclosed, would result in any other information indicated in Clause 16.12.1 becoming materially untrue or misleading in the opinion of the Facility Administrator.

16.12.3

As of the date of this Agreement and on the first Utilisation Date from the date of provision of the information defined in Clause 16.12.1, there were no circumstances that, if disclosed, would result in the provided information becoming untrue or misleading in the opinion of the Facility Administrator.

16.13

Ranking of Security

16.14

Granted loans

16.15

Charges and duties

16.15.1

fees for notarial acts in respect of the Borrower Participatory Interest Pledge; and

16.15.2

charges and duties for registering the Pledges, including payment of stamp duty in respect of Finance Documents in Cyprus.

16.16

Regulated Procurements

16.17

Moratorium on bankruptcy

16.17.1

is not engaged in (and as of 1 March 2020 was not engaged in) activities referred to in the list approved by Russian Federation Government Resolution No. 434 dated 3 April 2020 of Russian economic sectors that have been most affected by the spread of the novel coronavirus infection;

16.17.2

does not figure on the list of strategic enterprises and strategic joint-stock companies that was approved by Russian Federation Presidential Decree No. 1009 of 4 August 2004;

16.17.3

is not a systemically important company and does not figure on any of the lists of systemically important companies that was approved by the Government Commission on Enhancing the Stable Development of the Russian Economy; and

16.17.4

is not subject to a moratorium on the initiation of bankruptcy proceedings under the Bankruptcy Law.

16.18

Times when representations made

16.18.1

The representations set forth in this Clause 16 are given by the Borrower on the date of this Agreement.

16.18.2

The Borrower shall ensure that all the representations set forth in this Clause 16 remain true, as if they were given by the Borrower in the same form:

(A)

on the date of each Utilisation Request;

(B)

on each Utilisation Date; and

(C)

on the first day of each Interest Period.

17.

INFORMATION UNDERTAKINGS

17.1

Financial Statements

17.1.1

The Borrower shall provide the Facility Administrator with a sufficient number of certified copies of the following for all Lenders:

(A)

as soon as they are available, but in any case within 120 (one hundred and twenty) days from the end of each financial year: the audited consolidated financial statements of the Group for that financial year prepared in accordance with IFRS;

(B)

as soon as they are available, but in any case within 90 (ninety) days from the end of the first financial half-year of each financial year: the Group's reviewed interim consolidated financial statements for the second quarter and the first financial half-year, prepared in accordance with IFRS;

(C)

as soon as they are available, but in any case within 60 (sixty) days from the end of the first and third financial quarters of each financial year: the interim consolidated financial statements of the Group for such financial quarter of the relevant financial year prepared in accordance with IFRS;

(D)

as soon as they are available, but in any case within 40 (forty) days from the end of each quarter of the relevant financial year: the financial statements (including the profit and loss statements, balance sheet and cash flow statement) of the Borrower and Zemenik for such quarter of the relevant financial year prepared in accordance with RAS; and

(E)

as soon as they are available, but in any case within 180 (one hundred and eighty) days of the end of each financial year: the unconsolidated financial statements of Obligors registered outside the Russian Federation for such financial year, prepared according to applicable local accountancy standards.

17.1.2

The Borrower's duty to provide the financial statements referred to in Clauses 17.1.1(A)-(C) may also be performed by making those financial statements publicly available:

(A)

on the Group's Internet website at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇.▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇-▇▇▇▇▇▇▇; or

(B)

on the Internet website of the Nasdaq Stock Exchange at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇-▇▇▇▇▇▇▇▇/▇▇▇▇▇▇/▇▇▇/▇▇▇-▇▇▇▇▇▇▇; or

(C)

on the online Electronic Data Gathering, Analysis, and Retrieval System (▇▇▇▇▇) of the U.S. Securities and Exchange Commission at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇,

(1)

regarding the financial statements referred to in Clause 17.1.1(A), within the time referred to in Clause 17.1.1(A):

(a)

the Borrower has provided the Facility Administrator with an Auditor's opinion on said financial statements; and

(b)

The Facility Administrator has actually obtained access to said financial statements in full on the above Internet websites; and

(2)

regarding the financial statements referred to in Clauses 17.1.1(B) and (C) the Facility Administrator has actually obtained access to said financial statements in full on the above Internet websites within the time referred to in Clauses 17.1.1(B) and (C).

17.2

Compliance certificate

17.2.1

The Borrower shall provide the Facility Administrator with the certificate of compliance with the following financial indicators:

(A)

with each set of financial statements provided in accordance with Clauses 17.1.1(A)–(C): the financial indicators specified in Clause 18.3 (Leverage), 18.4 (Interest cover) and 18.5 (Guarantors' Cover Ratio);

(B)

with each set of financial statements provided in accordance with Clause 17.1.1(D): the financial indicators specified in Clause 18.6 (Revenue in accordance with RAS) и 18.7 (Cash receipts);

(C)

with each set of financial statements provided in accordance with Clause 17.1.1(D) for the second and fourth financial quarters: the financial indicators specified in Clause 18.8.1 (Net assets); and

(D)

with each set of annual financial statements provided in accordance with Clause 17.1.1(E): the financial indicators specified in Clause 18.8.2 (Net assets),

17.2.2

Compliance certificate on the basis of the statements prepared in accordance with IFRS must be in the form provided in Part A (Form of Compliance Certificate on the basis of IFRS) of Schedule 5 (Forms of Compliance Certificates), signed by the Borrower's authorised person and, if the certificate is provided with the set of statements provided in accordance with Clauses 17.1.1(A) and (B), shall be accompanied by the opinion of the Group Auditors in a form agreed by the Borrower, the Facility Administrator and the Group Auditors.

17.2.3

Compliance certificate on the basis of statements prepared in accordance with RAS must be in the form provided in Part B (Form of Compliance Certificate on the basis of RAS) of Schedule 5 (Forms of Compliance Certificates) and signed by an authorised person of the Borrower.

17.3

Requirements for Financial Statements

17.3.1

a description of the changes to be made to the relevant financial statements to reflect the changes made to the accounting principles and reporting periods that were used in the preparation of the Original Financial Statements of the Group or such Obligor; and

17.3.2

information in a form and content that meets the requirements of the Facility Administrator and is sufficient to enable Lenders to verify that the Borrowers have met the requirements of Clause 18 (Financial Covenants) and to adequately assess the Obligor’s financial condition based on current financial statements compared to this Obligor’s Original Financial Statements.

17.4

Information: miscellaneous

17.4.1

at the same time as they are dispatched to their addressees, copies of all documents dispatched by it to all its lenders, or in connection with circumstances that constitute a Material Adverse Effect, to all its members;

17.4.2

details of any court, arbitrazh, arbitration or administrative proceedings, as a result of which decisions have been taken or are highly likely to be taken, resulting in actual damage to the Group of:

(A)

over RUB 50,000,000 (or the equivalent of this amount in another currency), but less than 2.5% (two point five percent) of the Consolidated EBITDA: no later than 5 (five) Business Days following the end of the next calendar quarter;

(B)

over 2.5% (two point five percent) of the Consolidated EBITDA: promptly upon becoming aware of it, but no later than 5 (five) Business Days from the date it becomes aware of it;

17.4.3

promptly upon becoming aware of it, but no later than 5 (five) Business Days from the date it becomes aware of this: details of any investigative actions related to the Group or any member of the Group (including with respect to the executive or other management bodies of the Group or any member of the Group or any member of such a management body);

17.4.4

(without limiting Clause 26.2.5) promptly upon becoming aware of it, but no later than twenty (20) Business Days from the date it becomes aware of this or from the date of state registration (if applicable), depending on which of these events occurred later: notification regarding a change of location or postal address of the Borrower or any other Obligor or Pledgor; and

17.4.5

immediately upon request, but no later than 5 (five) days from the date of the request: such additional information regarding the finance position and business activities of any member of the Group that the Facility Administrator may require in the interests of any Finance Party.

17.5

Auditors

17.6

Notification of Default

17.6.1

The Borrower shall notify the Facility Administrator of any Default (and measures, if any, to remedy such Default) immediately after it becomes aware of this.

17.6.2

At the request of the Facility Administrator, the Borrower shall provide the Facility Administrator with a statement signed by the sole executive body or an authorised representative of the Borrower certifying that the Default was remedied, or, if the Default is continuing, detailing the measures being taken to remedy it.

17.7

"Know your customer" checks

17.7.1

If as a result of:

(A)

any changes in any applicable law after the date of this Agreement;

(B)

changes in the legal form of the Borrower or any Obligor or Pledgor, or changes in the composition of its shareholders or members (owning more than two percent of the voting shares or participatory interests respectively after the date of this Agreement); or

(C)

the assignment or transfer by any Lender of all or part of its rights and obligations under this Agreement to a party that was not a Lender before such assignment or transfer, or the replacement of any other Finance Party in accordance with this Agreement, or other change of the Parties to this Agreement,

17.7.2

Each Finance Party shall provide the Facility Administrator with the information and documents required for the Facility Administrator to comply with the applicable "know your customer" checks.

17.8

Designated purpose of funds

18.

FINANCIAL COVENANTS

18.1

Financial definitions

(i)

an authorised body of such Subsidiary has taken a corporate decision (acceptable to the Facility Administrator) on the transfer of such Cash in favour of ▇▇▇▇▇▇▇, Headhunter FSU or the Borrower;

(ii)

such transfer of funds must take place no later than ninety (90) days from the Test Date;

(iii)

the financial statements of such Subsidiary are consolidated with the financial statements of the Group in accordance with IFRS in the relevant period of time using the direct method of consolidation; and

(iv)

the applicable law does not prohibit the transfer of Cash by the relevant Subsidiary to the Holding Company as dividends or otherwise.

(a)

at the end of the financial year or financial half-year of the financial year, in accordance with the Group's financial statements for the relevant financial year or first financial half-year of the relevant financial year, prepared in accordance with IFRS, provided to the Facility Administrator in accordance with Clauses 17.1.1(A) or (B); or

(b)

at the end of the first or third financial quarter, based on the relevant financial statements of the Group provided to the Facility Administrator in accordance with Clause 17.1.1(C).

18.2

Interpretation

18.2.1

Unless otherwise specified herein, the accountancy terms used in this Clause 18 shall be interpreted according to the IFRS as amended on the relevant date.

18.2.2

For the purpose of this Clause 18, any amount not denominated in Roubles shall be recorded in the rouble equivalent calculated on the basis of the exchange rates used by the Borrower in its financial statements for the relevant reporting period, on the basis of which the financial indicators are calculated.

18.2.3

When making calculations in accordance with this Clause 18, no indicator can be taken into account more than once.

18.2.4

Unless otherwise contemplated by this Agreement, the indicators specified in this Clause 18 shall be checked in respect of each Test Period on the appropriate Test Date on the basis of any statements provided in accordance with Clause 17.1.1.

18.3

Leverage

18.3.1

3.5:1 as of each Test Date falling in 2020; and

18.3.2

3.0:1 as of each subsequent Test Date.

18.4

Interest cover

18.5

Guarantors' Cover Ratio

18.5.1

less than 80% (eighty percent) of the Consolidated EBITDA; or

18.5.2

less than 80 (eighty) percent of the Group Revenue; or

18.5.3

less than 70 (seventy) percent of the Group Assets,

(A)

an additional independent guarantee, including an agreement to issue it ("Additional Independent Guarantee") by a legal entity acceptable to the Facility Administrator ("Additional Guarantor"), within 30 (thirty) days of the relevant Test Date; and

(B)

a pledge of 100% of the shares or participatory interests in the charter capital of such Additional Guarantor that are owned by any Pledgor or Group member ("Additional Pledge") within sixty (60) days of the relevant Test Date.

18.6

Revenue in accordance with RAS

18.6.1

80% (eighty percent) as of each Test Date falling at the end of the second, third, and fourth quarters of 2020 and the end of the first and second quarters of 2021; and

18.6.2

95% (ninety five percent) as of each subsequent Test Date,

18.7

Cash receipts

18.7.1

30% (thirty percent) as of each Test Date falling at the end of the second, third, and fourth quarters of 2020 and the end of the first and second quarters of 2021; and

18.7.2

5% (five percent) as of each subsequent Test Date,

18.8

Net assets

18.8.1

as of the end of the second financial quarter of each financial year, and as of the end of each financial year, the net assets of each Obligor registered in the Russian Federation determined on the basis of the financial statements provided under Clause 17.1.1(D),

18.8.2

at the end of each financial year, the amount of the net assets of each other Obligor determined on the basis of the financial statements provided in accordance with Clause 17.1.1(E),

19.

GENERAL UNDERTAKINGS

19.1

Authorisations and corporate approvals

19.1.1

The Borrower shall, and shall procure that each Obligor shall, duly receive, ensure the validity of, and comply with the conditions of, any authorisations, consents and corporate approvals required under any applicable law to fulfil its obligations under the Finance Documents to which it is party, and to ensure that the Finance Documents can be used as evidence in arbitration proceedings, in the courts of the Russian Federation, including arbitrazh courts, and in the courts of Cyprus.

19.1.2

The Borrower shall, and shall procure that each Obligor shall, duly receive the necessary state and municipal permits, consents, licenses and patents, as well as membership in self-regulatory organisations, required by any applicable law for the conduct of business activities of the Obligor in the form in which it is conducted, as well as ensure their validity and comply with their conditions.

19.2

Negative Pledge

19.2.1

an Encumbrance in relation to assets (except those specified in Clause 19.2.4, but without double counting), whose aggregate book value does not exceed 10% (ten percent) of the Consolidated EBITDA at any time;

19.2.2

an Encumbrance arising under the Pledges;

19.2.3

an Encumbrance existing under Existing Pledges; and

19.2.4

an Encumbrance arising as required by law in the normal course of business.

19.3

Asset Disposal

19.3.1

The Borrower shall not sell, lease or otherwise dispose of any of its assets or property without the prior written consent of the Facility Administrator, and shall procure that any Obligor does not sell, lease, or otherwise dispose of any of its assets or property without the prior written consent of the Facility Administrator, except:

(A)

the disposal of assets or property in the normal course of business;

(B)

the disposal of assets or property of the Group’s members totalling an amount, at book or market value (depending on which amount is greater), obtained as a result of one or several transactions made during each

(C)

the disposal of shares or participatory interests in the charter capital of a member of the Group that is not an Obligor, provided that:

(1)

such disposal is carried out on market terms;

(2)

after such disposal the Debt Ratio will not exceed 2.0:1;

(3)

the sale of the Group Member subject to Disposal will not entail a breach of the obligations under Clause 18 (Financial Covenants); and

(4)

no later than 5 (five) Business Days prior to the disposal of the Group Member subject to Disposal, the Borrower shall notify the Facility Administrator of the upcoming disposal, and provide the Facility Administrator with a certificate confirming that all the conditions specified in paragraphs (2) and (3) above have been met.

19.3.2

For the purposes of Clause 19.3.1:

19.4

Acquisition of assets

19.4.1

in the ordinary course of business;

19.4.2

by a member of the Group for a total amount paid by such member of the Group, as a result of one or several asset acquisitions made during each successive 12 (twelve) months, not exceeding 15% (fifteen percent) of the Consolidated EBITDA;

19.4.3

acquired using Permitted Financial Indebtedness;

19.4.4

acquired using Tranche 2 funds provided to the Borrower for the purposes referred to in Clause 3.2.2; and

19.4.5

a maximum 40.01% (forty point zero one percent) additional participatory interest in the charter capital of Skilaz LLC (PSRN: 1177746032276) for a maximum purchase price of RUB 600,000,000 (six hundred million), provided such participatory interest is acquired by 31 December 2021.

19.5

Arm’s length basis

19.5.1

The Borrower may not enter into transactions with any persons except on arm's length terms, and the Borrower shall procure that none of the Obligors enter into transactions with other persons except on arm's length terms.

19.5.2

Clause 19.5.1 does not apply to transactions with other Obligors.

19.6

Lending

19.7

Providing guarantees and sureties

19.7.1

The Borrower shall not act as a guarantor or surety in respect of the obligations of any person without the prior written consent of the Facility Administrator, and shall procure that none of the Obligors act as a guarantor or surety in respect of the obligations of any person without the prior written consent of the Facility Administrator.

19.7.2

The provisions of Clause 19.7.1 above shall not apply:

(A)

when such guarantee or surety secures the performance of the obligations of another member of the Group created within the framework of Permitted Financial Indebtedness; or

(B)

to any Placement Indemnity on condition that Headhunter Group provides the Facility Administrator, within 15 (fifteen) Business Days after provision of the Placement Indemnity, with a certified extract from the document(s) containing the Placement Indemnity, and that if modifications are made to the Placement Indemnity, it provides the Facility Administrator, within 15 (fifteen) Business Days after such modifications have been made, with a certified extract from the document containing such modifications. Said extract shall contain all the terms of the Placement Indemnity, including any modifications and supplements.

19.8

Financial Indebtedness

19.9

Restructuring and reduction of charter capital

19.10

Issuing new shares or increasing charter capital

19.11

Making changes to Constitutional Documents

19.11.1

legal form;

19.11.2

name;

19.11.3

share issue procedure;

19.11.4

the amount of charter (share) capital;

19.11.5

solely in relation to Obligors registered and operating in accordance with the legislation of the Republic of Cyprus: the procedure for appointing a new director or secretary;

19.11.6

the procedure for transferring (disposing) shares (participatory interests);

19.11.7

dividend payment procedure;

19.11.8

the scope of rights and obligations granted to members (shareholders);

19.11.9

the procedure for pledging participatory interests (shares) or otherwise encumbering participatory interests (shares); and

19.11.10

the procedure and conditions for the withdrawal and exclusion of a member from the company.

19.12

Dividend payment and redemption of shares or participatory interests

19.12.1

Without the prior written consent of the Facility Administrator, the Borrower shall not announce the payment of dividends or pay dividends, or redeem its participatory interests (unless required by applicable law), and shall procure that none of the Obligors announce the payment of dividends or pay dividends, or redeem its shares or participatory interests (unless required by applicable law), except for the following cases:

(A)

payments of distributable profit by any Obligor or a Group member to the Obligor;

(B)

payment of distributable profit (including in the form of Permitted Redemption) to shareholders of Headhunter Group in an amount not exceeding 100% (one hundred percent) of the Group Adjusted Consolidated Net Profit provided that the Facility Administrator confirms that the Adjusted Leverage including such payment does not exceed 3.0:1; and

(C)

payment by any member of the Group of distributable profit to minority shareholders, provided that similar payments are made to the shareholders (members), which are members of the Group, of such member of the Group in proportion to their participatory interest in the charter capital of such member of the Group.

19.12.2

For the purpose of this Clause 19.12:

(A)

the profits and losses resulting from the revaluation of any asset;

(B)

goodwill impairment;

(C)

depreciation and impairment of the following intangible assets:

(1)

hh trademark;

(2)

▇▇.▇▇ CV database;

(3)

Headhunter client relations; and

(4)

▇▇.▇▇ website software;

(D)

non-monetary profits and losses from the Remuneration Plans based on Group Equity Instruments;

(E)

profit tax recorded in the Group Consolidated Net Profit on the non-monetary profits and losses referred to in paragraphs (A) - (D) above; and

(F)

profits and losses from the formation of a deferred retained earnings tax reserve.

(i)

paid to the shareholders of Headhunter Group during the financial half-year ending on the last Test Date; and

(ii)

to be paid to the shareholders of Headhunter Group during the financial half-year commencing on the day immediately following that Test Date.

19.13

Change of business

19.14

Existing Commercial Contracts

19.15

Taxation

19.15.1

Mandatory Payments contested by an Obligor in accordance with the law; and

19.15.2

Mandatory Payments and the costs of disputing them, in respect of which the relevant reserves were created, reflected in the latest financial statements provided to the Facility Administrator in accordance with Clause 17.1 (Financial Statements); and

19.15.3

where non-payment of such Mandatory Payments will not have Material Adverse Effect.

19.16

Pari passu ranking

19.17

Access

19.17.1

At the request of the Facility Administrator, when there is a Default, or a Default has not been remedied, or when the Facility Administrator has sufficient reason to believe that a Default is possible, the Borrower shall provide (and shall procure that each Obligor provides) the Facility Administrator and (or) its auditors or other professional consultants with ready access to their premises, assets and accounting and tax primary documents (on paper or electronic media), including issuing powers of attorney to relevant persons, as well as arranging a meeting with the management of the Group.

19.17.2

The Borrower shall procure that the Facility Administrator and (or) Lenders are provided with the relevant documents and (or) information and perform other actions required so that the authorised representatives (employees) of the Central Bank of the Russian Federation can inspect (check) the pledged asset under the Pledges at the place of its storage and (or) record and (or) location, and visit the Borrower and each other Pledgor on-site

19.18

Appointment of New Directors

19.18.1

The Borrower shall not carry out and shall not allow, without the Facility Administrator’s prior written consent, any actions that may lead to the election and (or) appointment of new directors and/or secretaries of the Obligors, who are legal persons registered and operating under the laws of the Republic of Cyprus and whose shares are pledged under a Pledge, except when the following documents are provided to the Facility Administrator at the same time as the new directors and (or) secretaries of the said ▇▇▇▇▇▇▇▇ are appointed:

(A)

in the case of new directors: originals of the following, that are duly signed by the specified directors:

(1)

undated letters of resignation; and

(2)

letters of authority and undertaking; and

(B)

in the case of new secretaries, originals of the following, that are duly signed by the specified secretaries:

(1)

undated letter of resignation; and

(2)

letter of authority and undertaking; and

(3)

undated secretary's confirmation that is addressed to the Department of the Registrar of Companies of Cyprus.

19.18.2

Within 5 (five) Business Days from the date of receipt of a reasonable request of the Facility Administrator, the Borrower shall provide the Facility Administrator with additional information regarding the above-mentioned new directors and/or secretaries regarding their education and (or) relevant experience.

19.19

Further assurance

19.19.1

the issuance of new Independent Guarantees in favour of the Lenders (on terms identical to those of existing Independent Guarantees) and the making of modifications to them or the conclusion of agreements to issue them; and

19.19.2

supplementary agreements to Pledges

19.20

Conditions subsequent

19.20.1

Within 60 (sixty) days of the date of this Agreement, the Borrower shall provide the Facility Administrator with the originals and duly certified copies (as applicable) of the documents listed in sections 2 and 3 of Part A of Schedule 2 (Conditions Precedent), along with notarized translations into Russian of said documents if they were written in a foreign language and/or provided with an apostille.

19.20.2

The Borrower shall ensure that:

(A)

no later than the Business Day following the day of signing the Borrower Participatory Interest Pledge and the Pledge of Headhunter FSU (Headhunter Group) Shares, Headhunter FSU and Headhunter Group provide the Facility Administrator with updated internal registers of pledges, recording information about the said pledges;

(B)

within 21 (twenty-one) days after the signing of the Borrower Participatory Interest Pledge, Headhunter FSU provides the Facility Administrator with evidence that information about the pledge was submitted to the Cyprus Registrar of Companies; and,

(C)

within 42 (forty-two) says after the signing of the Borrower Participatory Interest Pledge, Headhunter FSU provides the Facility Administrator with a certificate of registration of the pledge issued by the Cyprus Registrar of Companies

19.20.3

Within 30 (thirty) days of signing a respective Finance Document, the Borrower shall provide the Facility Administrator with evidence:

(A)

that each Finance Document to which an Obligor registered under the laws of Cyprus is party has been submitted to the Cyprus Stamp Duty Commissioner in order for a decision to be made as to whether stamp duty must be paid on such documents; and

(B)

that stamp duty has been paid on such documents in the amount specified by the Cyprus Stamp Duty Commissioner, or that such documents are exempt from payment of stamp duty.

19.20.4

The Borrower shall ensure that on the date of termination of the relevant Existing Pledges, Headhunter Group and Zemenik provide, with respect to each Headhunter FSU Shares Pledge:

(A)

a blank signed transfer instrument, undated, drawn up in the form set forth in the Headhunter FSU Shares Pledge;

(B)

all share certificates for original shares (as defined in the Headhunter FSU Shares Pledge);

(C)

a signed irrevocable proxy and power of attorney in the name of the Pledge Manager in the form set forth in the Headhunter FSU Shares Pledge;

(D)

a certified copy of a resolution in writing by the Headhunter FSU Board of Directors approving the pledge and transferring shares, drawn up substantially in the form set forth in each Headhunter FSU Shares Pledge;

(E)

a notice of pledge drawn up substantially in the form set forth in the Headhunter FSU Shares Pledge, along with a certified copy of the Headhunter FSU Shares Pledge;

(F)

a certificate drawn up substantially in the form set forth in the Headhunter FSU Shares Pledge, confirming that a memorandum of pledge was made in the register of members of Headhunter FSU, and a certified copy of the register of members of Headhunter FSU;

(G)

a signed and dated waiver by Headhunter Group and Zemenik (as applicable) of their rights of pre-emption, drawn up in the form set forth in the relevant Headhunter FSU Shares Pledge;

(H)

signed, undated resignation letters, duly signed by the directors and secretary of Headhunter FSU, in the form set forth in each Headhunter FSU Shares Pledge;

(I)

signed letters of authority and undertaking, duly signed by the directors and secretary of Headhunter FSU, in the form set forth in each Headhunter FSU Shares Pledge;

(J)

signed, undated confirmation by the secretary, issued by Headhunter FSU, confirming to the Cyprus Department of Registrar of Companies the changes in the officers and shareholders in the event of enforcement of the pledge under the Headhunter FSU Shares Pledge; and

(K)

a copy of the updated internal register of charges of Headhunter Group containing information about the terms of the Pledge of Headhunter FSU (Headhunter Group) Shares in accordance with Article 99 of the Cyprus Law on Companies, Cap. 113.

19.20.5

Within 5 (five) Business Days of signing the Borrower Participatory Interest Pledge, the Borrower shall ensure state registration of the Encumbrance created under the Borrower Participatory Interest Pledge in the Russian Federation Unified State Register of Legal Entities and shall provide the Pledge Manager with evidence of such state registration.

19.20.6

Within 5 (five) Business Days of receiving a request from the Facility Administrator or Pledge Manager, the Borrower at its own expense shall undertake any action and sign any documents, and shall ensure that each Obligor and Pledgor at their own expense undertake any action and sign any documents, required to perfect and register the termination of Encumbrances created under the Existing Pledges.

19.21

Independent Guarantees Indemnity

19.21.1

indemnifying any Guarantor for any amounts paid by such Guarantor under or in connection with the relevant Independent Guarantee;

19.21.2

making any changes to any Independent Guarantee agreement.

20.

BANK ACCOUNT OBLIGATIONS

20.1

Direct debit authority

20.1.1

Pursuant to Civil Code Articles 847 and 854 and applicable regulations of the Russian Federation Central Bank, the Borrower hereby gives its irrevocable and unconditional consent to the direct debiting of funds from any of the bank accounts it may hold with the Original Lender, on terms of direct debit authorization, for purposes of performance of the Borrower's obligations under the Finance Documents. The appropriate consent shall constitute the Borrower's prior acceptance and is granted by the Borrower up to the monetary amounts that may be payable by the Borrower under the Finance Documents, allowing partial performance should there be insufficient funds on the Borrower's account.

20.1.2

The Facility Administrator may, without the Borrower's instruction, send a direct debit request based on collection orders, bank orders, payment requests or other documents for funds to be debited from the Borrower's bank accounts opened with the Original Lender in order to perform the Borrower's payment obligations toward the Finance Parties under any Finance Documents that have become due for payment but remain unpaid, while the Original Lender may perform the instructions of the Facility Administrator.

20.1.3

Should there be no funds or insufficient funds in the obligation currency on the Borrower's bank accounts held with the Original Lender, the Borrower hereby instructs the Original Lender to convert funds on the Borrower's bank accounts in a different currency and transfer the funds obtained by such conversion to the Facility Administrator for them to be applied to performance of the Borrower's obligations under the Finance Documents according to the provisions of this Agreement. The Parties agree that the relevant funds conversion will be made by the Original Lender using the Original Lender's internal exchange rate that is applicable as of the date of the relevant operation.

20.1.4

Without prejudice to the limitations prescribed by this Clause 20.1, the Borrower shall, within 10 (ten) Business Days of opening any bank account with the Original Lender, sign an addendum to the relevant bank account agreement granting its consent for the Facility Administrator, without the Borrower's instruction, to direct debit funds for purposes of performance of the Borrower's obligations under the Finance Documents based on collection orders, bank orders, payment requests or other documents, allowing partial performance should there be insufficient funds on the Borrower's account.

20.2

Amounts debited

21.

EVENTS OF DEFAULT

21.1

Non-payment

21.1.1

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and provided that

21.1.2

payment is made within 3 (three) Business Days from the date of payment.

21.2

Violation of financial covenants

21.2.1

Clause 18.3 (Leverage);

21.2.2

Clause 18.4 (Interest cover);

21.2.3

Clause 18.5 (Guarantors' Cover Ratio);

21.2.4

Clause 18.6 (Revenue in accordance with RAS);

21.2.5

Clause 18.7 (Cash receipts); or

21.2.6

Clause 18.8 (Net assets

21.2.7

as of the end of the second financial quarter of each financial year, and as of the end of each financial year, the net assets of each Obligor registered in the Russian Federation determined on the basis of the financial statements provided under Clause 17.1.1(D),

21.2.8

).

21.3

Other obligations

21.3.1

An Obligor or Pledgor does not comply with any provisions of the Finance Documents (other than those referred to in Clause 21.1 (Non-payment) and in Clause 21.2 (Violation of financial covenants)).

21.3.2

No Event of Default under Clause 21.3.1 will occur if such failure to comply can be remedied, and is remedied:

(A)

in respect of the obligations contemplated by Clauses 17.1.1(A)–(C) within 30 (thirty) days; or

(B)

in respect of any other provisions of the Finance Documents: within 10 (ten) Business Days,

(1)

the date the Facility Administrator sends notice to the Obligor regarding such failure to comply; or

(2)

the date the relevant Obligor becomes aware or should have become aware of the failure to comply.

21.4

Misrepresentation

21.5

Cross-default

21.5.1

Any member of the Group does not repay any Financial Indebtedness within the prescribed period or during any grace period established in accordance with the terms of the relevant obligation.

21.5.2

Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described), or a claim is brought against Headhunter Group under a Placement Indemnity.

21.5.3

Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described). An Event of Default in accordance with this Clause 21.5.3 shall not be deemed to have occurred if such non-compliance can be remedied, and is remedied within 15 (fifteen) Business Days.

21.5.4

No Event of Default will occur under this Clause 21.5 if the total amount of Financial Indebtedness or obligations under the Financial Indebtedness subject to Clauses 21.5.1 – 21.5.3 is at any time less than RUB 150,000,000 (one hundred and fifty million)

21.5.5

An Event of Default shall not be deemed to have occurred pursuant to Clause 21.5.1 above if the relevant default was committed reasonably and in good faith by a Group member acting as a buyer, in the relevant part of the purchase price under a SPA for shares or participatory interests in the company's charter capital, provided that

(A)

the buyer is entitled under the terms of such SPA to reduce the purchase price or receive cash consideration from the seller upon the occurrence of the events specified in the SPA;

(B)

the relevant SPA relates to an asset acquisition transaction financed with funds from Tranche 2; and

(C)

the late payment under the relevant SPA lasts no more than 180 days from the last day of the Utilisation Period under Tranche 2.

21.6

Loss of property

21.7

Insolvency

21.7.1

any Material Group Member meets the criteria for insolvency in accordance with the Bankruptcy Law;

21.7.2

any Material Group Member meets the criteria for insufficiency of assets in accordance with the Bankruptcy Law;

21.7.3

the financial condition of any Material Group Member gives grounds for bankruptcy prevention measures to be taken in accordance with the Bankruptcy Law;

21.7.4

any Material Group Member meets the criteria or gives grounds for bankruptcy prevention measures to be taken, similar to the criteria and measures specified in Clauses 21.7.1 and 21.7.2, contemplated by any law applicable to such Material Group Member;

21.7.5

any Material Group Member begins negotiations with one or more of its creditors to revise the timeframes for repayment of any of its debts due to actual or expected financial difficulties;

21.7.6

a moratorium is imposed on the settlement of creditors’ claims in respect of any of its debts; or

21.7.7

any Material Group Member meets any other bankruptcy criteria established by the Bankruptcy Law or other law applicable to such Material Group Member.

21.8

Insolvency proceedings

21.8.1

a bailout and other bankruptcy prevention measures;

21.8.2

the commencement of liquidation or bankruptcy proceedings or the appointment of a liquidation commission or similar body or official;

21.8.3

the filing in court by any Material Group Member of an application to declare such Material Group Member bankrupt;

21.8.4

the filing in court by any creditor of any Obligor of an application to declare such Material Group Member bankrupt or to liquidate it (or any other similar procedure), if the arbitrazh court or other competent court, within 30 (thirty) calendar days from the date of the determination to accept the application to declare the Material Group Member bankrupt, does not issue a determination on refusing to instigate supervision and dismissing the application, a determination on refusing to instigate supervision and terminating proceedings in the bankruptcy case, a determination on returning this application, a determination on terminating proceedings in the bankruptcy case, a decision on refusing to declare bankruptcy or other similar judicial act, which results in the termination of the bankruptcy proceedings or refusal to initiate such proceedings;

21.8.5

the institution of supervision (nablyudeniye), external management (vneshneye upravleniye), financial recovery (finansovoe ozdorovleniye), or bankruptcy management (konkursnoye proizvodstvo);

21.8.6

the appointment of a temporary administrator, administrator, receiver or any other person performing similar functions;

21.8.7

convening a meeting of creditors to consider a settlement agreement;

21.8.8

initiation of any other bankruptcy procedure established by the Bankruptcy Law;

21.8.9

enforcement of any Encumbrance established in respect of any assets of a Material Group Member, if the amount of assets in respect of which such Encumbrance is established exceeds RUB 100,000,000 (one hundred million);

21.8.10

carrying out any other similar procedures under the law on insolvency (bankruptcy) applicable to the relevant Material Group Member.

21.9

Compulsory seizure or restrictions on disposal of property

21.10

Unlawfulness and invalidity

21.10.1

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

21.10.2

Any Finance Document ceases to be valid and legally binding.

21.10.3

Any Finance Document is deemed not concluded in accordance with the law applicable to such Finance Document.

21.11

Repudiation and rescission of agreements

21.12

Cessation of business

21.13

Qualified audit opinion

21.14

Judicial and administrative proceedings

21.14.1

The commencement of any judicial, administrative, arbitrazh or arbitration proceedings aimed at challenging of:

(A)

the Finance Documents;

(B)

any rights of the Finance Parties based on the Finance Documents; or

(C)

transactions under the Finance Documents.

21.14.2

A court, arbitrazh court or arbitration court (including international arbitration) accepts for consideration any claim in respect of a member of the Group or its assets, for a total amount that, together with the amount of other claims brought against such member of the Group (or its assets) or against other members of the Group (or their assets) accepted for consideration by a court, arbitrazh court or arbitration court (including international arbitration), exceeds RUB 150,000,000 (one hundred and fifty million) or the equivalent of this amount in another currency at the exchange rate of the Central Bank of the Russian Federation on the date on which the claim was filed.

21.14.3

The coming into force of decisions of a court, arbitrazh court or arbitration court (including international arbitration) in respect of a member of the Group or its assets for the recovery of funds or other assets from such member of the Group for a total amount that, together with the amount of other decisions of a court, arbitrazh court or arbitration court (including international arbitration) that have come into force, which relate to such member of the Group (or its assets) or other members of the Group (or their assets) exceeds RUB 100,000,000 (one hundred million) or its equivalent in another currency at the exchange rate of the Central Bank of the Russian Federation.

21.15

Expropriation

21.15.1

deprivation or restriction of title, nationalisation, requisition, confiscation, expropriation or other forced alienation of property, the total book value of which exceeds, together with other property of such member of the Group and property of any other member of the Group that was nationalised, requisitioned, confiscated, expropriated or otherwise forcibly alienated, RUB 75,000,000 (seventy-five million); or

21.15.2

a ban or other intervention committed by a government body in respect of any member of the Group (including, inter alia, the dismissal of the sole executive body, the collegial executive body or any other management body of any member of the Group).

21.16

Intellectual Property

21.16.1

The full or partial termination, suspension, or revocation of rights to any Intellectual Property;

21.16.2

The imposing of any restrictions on the terms of use or additional requirements in relation to any Intellectual Property, except where agreements under a non-

21.16.3

The expiration and refusal to extend the rights to any Intellectual Property largely under the same conditions; or

21.16.4

The creation of an Encumbrance in respect of any Intellectual Property,

21.17

Material Adverse Effect

21.18

Acceleration

21.18.1

the Facility Administrator shall send a notification to the Borrower after receiving the Consent of the Majority Lenders, in which it will:

(A)

state the Lenders’ refusal to grant funds within the Total Commitments (including the Amount Payable by the Lenders, if any, at the relevant time), whereupon the Lenders’ obligation to grant the Facility to the Borrower shall cease; and (or)

(B)

set out the Lenders’ demand against the Borrower for immediate early repayment of the Facility Outstanding or any part thereof, including accrued interest, fees and any other amounts due to the Finance Parties under the Finance Documents; and (or)

(C)

notify the Borrower that the Lenders are aware of the Event of Default and reserve the right to demand that the Borrower immediately repay the Facility or any part thereof, including accrued interest, fees and any other amounts due to the Finance Parties under the Finance Documents; and (or)

(D)

notify the Borrower that the Lenders reserve the right to enforce the pledged property under the Pledges, or to file claims under the Independent Guarantees.

21.18.2

The Lenders shall enforce the pledge in accordance with the relevant Pledge. The property received by the Lenders from the enforcement of the pledge under the Pledges shall be transferred into the Lenders' shared ownership in the amount corresponding to their Proportional Shares.

21.18.3

The funds received by the Lenders from the enforcement of the property pledged under the Pledges and/or its subsequent sale in accordance with Clause 21.18.2, and which remained after indemnification for the enforcement costs of the Lenders, the Facility Administrator, and the Pledge Manager and payment of other mandatory payments, shall be transferred into the Account of the Facility Administrator, and then distributed by the Facility Administrator between the Lenders according to their Proportional Shares.

22.

FACILITY SECURITY

22.1

Pledges

22.1.1

Each Lender hereby confirms that it is familiar with the content of each Pledge and approves its signature by the Pledge Manager.

22.1.2

The Parties confirm that this Agreement (in the appropriate part thereof) constitutes, inter alia, a pledge management agreement. The Parties agree that a Lender may act as the Pledge Manager.

22.2

Status of the Lenders and appointment of a Pledge Manager

22.2.1

The Parties hereby acknowledge and agree that all the Lenders, the Facility Administrator, and the Pledge Manager that is also a Lender, have shared claims toward the Borrower and, under Civil Code Article 335¹, constitute joint and several co-pledgees under the Pledges enjoying equal-seniority rights.

22.2.2

Pursuant to Civil Code Article 356, each Lender (except the Lender acting as the Pledge Manager) and the Facility Administrator hereby instruct the Pledge Manager to conclude, on behalf and in the interests of the Finance Parties, Pledges with the Pledgors (including modifications and addendums to such Pledges that have been approved by the Consent of all lenders), to sign all documents required for registration of the appropriate Pledges, encumbrances arising from the appropriate Pledges, and assignment of rights under the appropriate Pledges, and for the sending of notices to a notary public, notices of pledge creation, notices of pledge modification, and notices of deletion of information concerning a pledge (except those actions that, under applicable law or the Finance Documents, should be undertaken by the relevant Pledgor), and to exercise all the rights and perform all the duties of pledgee under such  Pledges.

22.2.3

The Parties acknowledge and agree that the Pledge Manager, by concluding the appropriate Pledges on behalf of the Lenders, and by exercising the rights and performing the duties of pledgee under the Pledges, is exercising the pledgee's rights solely in the interests of all the Lenders constituting such at any point in time, until the Borrower has performed its obligations in full under the Finance Documents in the manner prescribed herein. The assignment of rights by an Existing Lender to a New Lender (in the context of Clause 23.2 (Assignment of Rights and Transfer of Obligations by the Lenders)) shall not affect the rights and obligations of the Pledge Manager and the Lenders prescribed herein.

22.2.4

The Lenders hereby undertake not to independently exercise their rights and perform their duties as pledgees, including not to make claims against the Borrower and not to foreclose on the Borrower's assets and property, except if this pledge management agreement is terminated under Civil Code Article 356(5). At the same time, the Lenders and the Borrower agree to perform, at the Pledge Manager's request, all necessary actions (including participation in court hearings as co-claimants) and sign and issue to the Pledge Manager all necessary documents, including powers of attorney, that in the Pledge Manager's reasonable opinion are required by law and/or a court for the Pledge Manager to exercise the rights and perform the duties prescribed by the Finance Documents.

22.2.5

The Pledge Manager's exercise of the rights and performance of the duties of pledgee under the respective Pledges shall not prevent the Pledge Manager from performing any banking operations with the Borrower, including maintaining bank accounts, providing loans, and inviting deposits. If the Pledge Manager is also a Lender hereunder, then it shall have the same rights and obligations under the Finance Documents as any other Lender, and may exercise those rights and perform those obligations as if it were not the Pledge Manager.

22.2.6

The Pledge Manager shall bear no liability for its acts or omissions toward the Lenders (other than the Lender acting as the Pledge Manager) if it acts or fails to act in accordance with the Consent of the Majority Lenders or all the Lenders.

22.2.7

The Pledge Manager shall bear liability toward the Parties (other than the Lender acting as the Pledge Manager) solely for direct, judicially proven losses caused by the Pledge Manager willfully or through gross negligence.

22.2.8

The Lenders (other than the Lender acting as Pledge Manager) and the Pledge Manager hereby confirm that the Pledge Manager shall perform its functions without being granted power of attorney and independently of the grant of such power of attorney.

22.3

Pledge Manager's rights and obligations

22.3.1

The Pledge Manager shall, on behalf and in the interests of the Lenders, conclude as pledgee the relevant Pledges, including any modifications and supplements thereto, prescribed herein or approved by the Consent of the Majority Lenders, with the Borrower and third parties, and shall exercise all the rights and perform all the duties of pledgee under such Pledges according to the terms hereof. In particular, the Pledge Manager shall take the steps required to effect registration of the relevant Pledges and encumbrances arising out of the relevant Pledges, and the sending of notices to a notary public, notices of pledge creation, notices of pledge modification, and notices of deletion of information concerning a pledge (except those actions that, under applicable law or the Finance Documents, should be undertaken by the Borrower or relevant Pledgor) within the time periods specified herein.

22.3.2

Immediately following the acquisition by any Lender other than the Original Lender of rights or obligations under the Finance Documents as described in Clause 23.2 (Assignment of Rights and Transfer of Obligations by the Lenders), the Pledge Manager shall take the steps required to effect registration of the pledge management agreement contained herein, and/or send notice to a notary public that that the pledge management agreement contained herein has been signed, and shall take other action required to register the Lenders as joint and several copledgees under the Pledges.

22.3.3

The Pledge Manager may at its discretion exercise any pledgee rights prescribed by the relevant Pledges other than the right to foreclose on the property pledged thereby, which may be exercised solely on the basis of Consent by the Majority Lenders that specifies the judicial or non-judicial foreclosure procedure and defines how the pledged property will be sold.

22.3.4

The Pledge Manager shall foreclose on pledged property in the manner prescribed by the relevant Pledge. Property obtained by the Pledge Manager in the Lenders' interest through foreclosure on the pledged property under the Pledges, plus any insurance indemnities paid out on property pledged under the Pledges, shall become owned in common by the Lenders according to the Proportional Share of each Lender.

22.3.5

The funds obtained by the Pledge Manager through foreclosure on property pledged under the Pledges, insurance indemnity payments with respect to the property pledged under the Pledges, and/or its subsequent sale as described in Clauses 22.3.3 and 22.3.4, and which are left over after reimbursement of the Pledge Manager's foreclosure costs and payment of other mandatory payments, shall be credited to the Pledge Manager's Bank Account and then distributed by the Pledge Manager among the Finance Parties in proportion to their pledge-secured claims, and among the Lenders according to the Proportional Share of each Lender.

22.4

Replacement of Pledge Manager

22.4.1

The Lenders may, and, if the Pledge Manager meets the bankruptcy criteria, or if a bankruptcy petition has been filed in court against the Pledge Manager, or if an application has been filed for liquidation of the Pledge Manager, or if the Pledge Manager's banking license has been revoked, the Lenders shall, with the Majority Lenders' Consent, terminate the Pledge Manager's authority as of the date stated in the Majority Lenders' Consent and select a candidate from among the Lenders to become the new Pledge Manager (the "New Pledge Manager"). Each Lender and the Borrower hereby consent to replacement of the Pledge Manager by a New Pledge Manager according to the provisions of this Clause 22.4.

22.4.2

The Pledge Manager may unilaterally renounce its authority as pledge manager provided it notifies each Lender and the Facility Administrator at least 30 (thirty) days prior to the proposed date of termination of the Pledge Manager's authority. By Consent of the Majority Lenders, the Lenders shall select a candidate to become the New Pledge Manager no later than the proposed date of termination of the Pledge Manager's authority.

22.4.3

The Lenders shall ensure that the New Pledge Manager takes up the pledge manager duties referred to in Clause 22.3 (Pledge Manager's rights and obligations) starting on the date the Pledge Manager's authority terminates. The Pledge Manager shall at its own expense sign and hand over the documents it possesses that the New Pledge Manager may reasonably require in order to act as Pledge Manager under the Pledges.

22.4.4

The Parties agree that the New Pledge Manager shall become a party to this Agreement as pledge manager starting on the date of its appointment by the Lenders with the Consent of the Majority Lenders, unless such Consent prescribes another date. If necessary, the Facility Administrator may require the Parties to conclude an amendment hereto and, where prescribed by applicable law, of an amendment to the Pledges. On the occurrence of the relevant date, all mention of "Pledge Manager" herein shall refer to the New Pledge Manager. For the avoidance of doubt, the appointment of a New Pledge Manager hereunder shall not constitute termination of the pledge management agreement in the context of Clause 22.2.4.

22.4.5

As of the date the New Pledge Manager is appointed, it shall open a new nominal account in favour of the Finance Parties as beneficiaries of such account, and shall notify the Borrower and the Finance Parties that the Pledge Manager Account has changed.

22.4.6

The Parties agree that the provisions herein concerning the Pledge Manager's rights and obligations may be modified by an addendum entered into by the Borrower, the Facility Administrator, the Pledge Manager, and the Lenders (other than the Lender acting as the Pledge Manager). Before such addendum is signed, its content shall be approved by the Majority Lenders' Consent, which may empower a single Lender to sign such addendum with the Pledge Manager on behalf and in the interests of all the Lenders (other than the Lender acting as the Pledge Manager). The Lenders shall provide the documents and powers of attorney required for a single Lender to sign such addendum on behalf of all the Lenders (other than the Lender acting as the Pledge Manager).

23.

CHANGES TO THE PARTIES

23.1

Assignment by the Borrower

23.2

Assignment of Rights and Transfer of Obligations by the Lenders

23.2.1

A Lender ("Existing Lender") is entitled at any time to fully or partially assign its rights and (or) transfer the obligations under the Finance Documents to the following persons without the consent of the Borrower and other Lenders:

(A)

another Lender;

(B)

its Affiliate;

(C)

the Central Bank of the Russian Federation, and also in the subsequent assignment by the central bank or other similar body of its rights and (or) the transfer of obligations to any person;

(D)

a Russian bank or a Russian credit or financial organisation included in the list of banks contained in Schedule 9 (List of Russian banks); or

(E)

any reputable foreign credit or financial organisation,

23.2.2

Where there is no Default, an Existing Lender has the right at any time to fully or partially assign its rights and (or) to transfer the obligations under the Finance Documents to other persons not mentioned in Clause 23.2.1, provided that such person is not a Sanctioned Person, and subject to receipt of the prior written consent of the Borrower, while the Borrower cannot unreasonably and without grounds refuse to provide or delay provision of such consent.

23.2.3

For the purposes of this Clause 23.2, "New Lender" means a person to which an Existing Lender fully or partially assigns its rights and (or) transfers obligations under the Finance Documents referred to in sub-paragraphs (A) – (E) of Clause 23.2.1 or in Clause 23.2.2.

23.2.4

If:

(A)

any Default has occurred and is continuing for 10 Business Days; or

(B)

any Event of Default has occurred and is continuing,

23.2.5

In the event of the assignment by an Existing Lender of its rights and the transfer of its obligations to a New Lender in accordance with this Agreement, the Borrower hereby gives its prior consent to the simultaneous transfer to the New Lender of the relevant obligations of the Existing Lender (transfer of debt), if any.

23.3

Procedure for assignment of rights and transfer of obligations

23.3.1

The assignment of rights and (or) the transfer of debt shall be carried out by a Lender Rights Assignment Agreement between the Existing Lender, the New Lender and the Facility Administrator, and shall come into effect on the date of signature of the Lender Rights Assignment Agreement, unless otherwise expressly contemplated by the Lender Rights Assignment Agreement.

23.3.2

No later than 5 (five) Business Days before the date of the proposed signing of the Lender Rights Assignment Agreement, the Existing Lender must notify the Facility Administrator in writing of the proposed assignment of rights and/or transfer of the debt indicating the name of the New Lender. No later than the next Business Day

23.3.3

If within 10 (ten) Business Days after receiving the notification specified in Clause 23.3.2 the Borrower has not provided the Facility Administrator with confirmation (containing a reference to the relevant legislative acts) confirming that this New Lender is a Sanctioned Person, on the date of signature of the Lender Rights Assignment Agreement:

(A)

the Existing Lender shall assign to the New Lender the rights of the Existing Lender in the amount in accordance with the Lender Rights Assignment Agreement;

(B)

the New Lender shall assume the obligations of the Existing Lender transferred to it in the amount in accordance with the Lender Rights Assignment Agreement;

(C)

the Existing Lender shall be released from its obligations to the extent that these obligations have been assumed by the New Lender; and

(D)

the New Lender shall become the Lender under this Agreement and will be bound by the terms of this Agreement as the Lender.

23.3.4

From the date of signature of any Lender Rights Assignment Agreement, reference in this Agreement to the Lender includes any New Lender.

23.3.5

On the date of signature of a Lender Rights Assignment Agreement, the New Lender shall pay the Facility Administrator a fee of RUB 10,000 (ten thousand), as well as VAT, included as a separate line, and calculated based on the current tax rate under the law of the Russian Federation on taxes and levies, for the services of the Facility Administrator under this Agreement.

23.3.6

The Facility Administrator shall notify the Obligors in writing immediately after signature of a Lender Rights Assignment Agreement about the assignment of rights and (or) transfer of obligations under this Agreement, and shall send a copy of the signed Lender Rights Assignment Agreement to each Obligor.

23.4

Interest payment on assignment

23.4.1

Interest on the Facility Outstanding, default interest and fees in respect of the Proportional Share of the Existing Lender accrued prior to the date of signature of the Lender Rights Assignment Agreement (including the date of signature) and received from the Borrower ("Accrued Amounts"), as well as other payments specified in the Lender Rights Assignment Agreement, shall be paid by the Facility Administrator to the Existing Lender on the closest Interest Payment Date after the date of signature of the Lender Rights Assignment Agreement;

23.4.2

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

23.4.3

The New Lender will receive the amount of interest accrued on the Facility Outstanding in respect of the Proportional Share of the New Lender for that part of the Interest Period that comes after signature of the Lender Rights Assignment Agreement (excluding the date of signature) and ends on the end date of the relevant Interest Period.

23.5

Limitation of liability of Existing Lenders

23.5.1

None of the Existing Lenders shall make any representations or assume any obligations to a New Lender for:

(A)

the financial position of an Obligor or Pledgor;

(B)

the compliance or fulfilment by any Obligor of its obligations under the Finance Documents or any other documents; or

(C)

the correctness of the information contained in any Finance Document.

23.5.2

Each New Lender confirms to the Existing Lender, other Finance Parties and each Obligor that it has studied all the Finance Documents, conducted (and will continue to conduct) its own independent study and assessment of each Obligor’s financial condition, and did not rely on any information provided to it by the Existing Lender when taking its decision to sign the Lender Rights Assignment Agreement.

23.6

Security over Lenders' rights

23.7

Restriction on assignment of rights and transfer of obligations to a Sanctioned Person

24.

FINANCE PARTIES

24.1

Lenders’ decision making

24.1.1

The Lenders hereby agree that in the cases expressly contemplated by this Agreement or other Finance Documents, the Lenders may exercise their rights under this Agreement or perform any actions solely with the consent of the Majority Lenders or all Lenders ("Consent").

24.1.2

The Lenders shall take a decision on granting Consent by holding a vote, the procedure for which is established by this Clause 24.1. In this case, the provisions of Chapter 9¹ (Decisions of Meetings) of the Civil Code shall not apply.

24.1.3

In all cases, when the Lenders vote for the purpose of the Finance Documents the vote of each Lender is equal to its Proportional Share.

24.1.4

The Facility Administrator, either on its own initiative or at the request of any of the Lenders or the Borrower, shall inform all the Lenders (except the Lender that is the Facility Administrator) about the issue put to a vote ("Issue put to a Vote") by sending a notice containing a description of the Issue put to a Vote, and other information deemed necessary by the Facility Administrator ("Notice of Voting"). The Notice of Voting must indicate the deadline by which the Lenders have to send notices containing the voting results of each of the Lenders regarding the Issues put to a Vote ("Lender Decision Notice"). This deadline may not be less than 5 (five) Business Days, except when the circumstances of the Issues put to a Vote are such that the voting of ▇▇▇▇▇▇▇ needs to take place sooner.

24.1.5

The Lender Decision Notice must be signed by an authorised person of the relevant Lender and contain the Lender’s unequivocal answer as to whether such Lender votes for or against the granting of Consent on each of the relevant Issues put to a Vote. The Facility Administrator is not obliged to verify the authority of the person who signed the Lender Decision Notice, and has the right to presume that such person was authorised unless the relevant Lender notified the Facility Administrator prior to the date on which the relevant Lender Decision Notice was sent that such person is not an authorised representative of the relevant Lender.

24.1.6

If any Lender (other than the Lender that is the Facility Administrator) did not send the relevant Lender Decision Notice within the deadline specified in the Notice of Voting, the Facility Administrator shall consider that such Lender voted against the granting of Consent on the relevant Issues put to a Vote.

24.1.7

After the deadline for sending the Lender Decision Notice established by the relevant Notice of Voting, the Facility Administrator shall determine the number of votes of the Lenders in favour of granting Consent on each of the relevant Issues

24.1.8

If, in accordance with the provisions of the Finance Documents, the Consent on an Issue put to a Vote requires the votes of the Majority Lenders (but not all Lenders), the Facility Administrator shall (regardless of the expiration of the deadline established in the relevant Notice of Voting) send a Voting Results Notice within 5 (five) Business Days after receipt of the Lender Decision Notices, from which it follows that the Majority Lenders voted in favour of granting such Consent or, that ▇▇▇▇▇▇▇, the votes of which are sufficient to prevent the Majority Lenders from granting such Consent, voted against granting such Consent.

24.1.9

If the Lenders whose votes are sufficient to provide such Consent in accordance with the Finance Documents, voted in favour of granting the Consent, such Consent shall be deemed to have come into effect at the time when the Facility Administrator sends the Voting Results Notice, unless a later date is specified in the corresponding Voting Results Notice.

24.1.10

The Notices of Voting, Lender Decision Notices and Voting Results Notices shall be sent by email and/or by fax to the email addresses or fax numbers indicated in Clause 26.2 (Addresses).

24.1.11

Unless otherwise expressly stipulated by a Finance Document, any Consent granted in the manner contemplated by this Clause 24.1 shall be binding on all the Finance Parties.

24.1.12

For the avoidance of doubt, the Lenders hereby authorise the Facility Administrator, and the Facility Administrator agrees, to act with the prior consent of the Majority Lenders or all Lenders on the basis of the relevant Consent of the Majority Lenders or all Lenders in cases where such Consent is expressly stipulated by this Agreement.

24.1.13

The Facility Administrator has the right to refrain from acting on the basis of instructions of the Majority Lenders (or, where applicable, all Lenders) until it received indemnity against any costs, losses or liabilities (together with any accompanying VAT), which it may incur in complying with these instructions.

24.1.14

In the absence of instructions from the Majority Lenders (or, where applicable, all Lenders), the Facility Administrator has the right to take actions (or refrain from taking actions) that it views as being in the Lenders’ interests.

24.1.15

The Facility Administrator shall only be liable to the Parties for direct losses proven in court, caused by the Facility Administrator intentionally or as a result of gross negligence.

24.2

Appointment of the Facility Administrator

24.2.1

The Parties agree that a Lender may perform the functions of a Facility Administrator. Each Finance Party (with the exception of the Lender that performs the functions of the Facility Administrator) hereby appoints the Facility Administrator as its agent and instructs it to perform the actions contemplated by the Finance Documents on behalf of and at the expense of that Finance Party.

24.2.2

For the avoidance of doubt, the Parties confirm that the Lender acting as the Facility Administrator has the same rights and obligations under the Finance Documents as any other Lender, and has the right to exercise these rights, including the right to vote when Consents are provided, and to fulfil the obligations as if it were not a Facility Administrator.

24.2.3

The performance by the Facility Administrator of its obligations under the Agreement does not prevent the Facility Administrator from executing any banking operations with any member of the Group, including maintaining bank accounts, granting loans and attracting deposits.

24.2.4

If the indemnification received from the Obligors does not cover the amount of expenses or losses incurred by the Facility Administrator as a result of acting as the Facility Administrator in accordance with the terms of the Finance Documents, the Facility Administrator has the right to file a claim against the Lenders (except for the Lender acting as the Facility Administrator) and each Lender (except for the Lender acting as the Facility Administrator) shall, within 10 (ten) Business Days from date on which the Facility Administrator's claim was filed, indemnify it in the amount corresponding to the Lender’s Proportional Share, for any documented expenses or losses incurred by the Facility Administrator (except in the event of the Facility Administrator's gross negligence or wilful misconduct) as a result of acting as the Facility Administrator in accordance with the terms of the Finance Documents, to the extent not covered by the amount of indemnification received from any Obligor.

24.2.5

The Facility Administrator shall not be liable to the Lenders for its actions (or omissions), if it acts (or does not act) in accordance with the Consent of the Majority Lenders or all Lenders.

24.2.6

The Facility Administrator shall only be liable to the Lenders for losses caused by the Facility Administrator intentionally or as a result of gross negligence.

24.2.7

When the terms of the Agreement do not require the Consent of the Majority Lenders or all Lenders, the Facility Administrator shall act (or refrain from acting) at its own discretion in the best interests of the Lenders.

24.3

Duties of the Facility Administrator

24.3.1

Subject to Clause 24.3.2, each Finance Party (with the exception of the Facility Administrator) instructs the Facility Administrator, while the Facility Administrator agrees, to perform the following actions:

(A)

keep records of the Cash provided to the Borrower by each of the Lenders in accordance with this Agreement;

(B)

receive any payments due to the Finance Parties from the Obligors under this Agreement into the Facility Administrator's Account, and transfer the amounts received from the Obligors to the relevant Finance Party in accordance with the terms of this Agreement;

(C)

receive any Facility amounts from the Lenders into the Facility Administrator's Account, and transfer the Facility amounts received from the Lenders to the Borrower in accordance with the terms of this Agreement;

(D)

notify the Borrower and Lenders about the interest rate for each Interest Period;

(E)

sign, on behalf of all the Finance Parties, amendments to this Agreement, as well as any consents, confirmations, waivers and other documents contemplated by this Agreement, on the terms agreed in the Consent of the Majority Lenders or all Lenders, depending on the nature of the changes, consents, confirmations, waivers or other documents;

(F)

inform the Lenders of the Borrower's fulfilment (or non-fulfilment) of the conditions precedent for submitting a Utilisation Request under this Agreement;

(G)

provide the Parties and (or) other persons contemplated under this Agreement with documents and information received from the Borrower and third parties (including, inter alia, sending to the relevant Party an original or a copy of any document received by the Facility Administrator from any other Party to be forwarded to this Party), however the Facility Administrator is not obliged to examine or verify the correctness, accuracy or completeness of such documents and information;

(H)

notify the Finance Parties of the receipt of a communication from any Party containing a description of an event or circumstance and a statement to the effect that such an event or circumstance constitutes Default;

(I)

inform the Lenders that the Facility Administrator has received the Borrower's request for a waiver under this Agreement;

(J)

arrange the granting of Consents by the Majority Lenders or all Lenders at its own initiative or at the request of the Majority Lenders;

(K)

keep a register of all Parties (with the addresses, contact details of all Lenders at any time and the Proportional Share of each Lender) and provide a copy of this register for information purposes upon the request of any Party;

(L)

notify the Lenders if an Obligor has failed to pay any amount of the Facility Outstanding, interest, fees or other amounts payable to any Finance Party (other than the Facility Administrator) under the Finance Documents;

(M)

in the event of the Facility Administrator's resignation, transfer to the New Facility Administrator (defined in Clause 24.4.4) all documents received by the Facility Administrator from the Parties, or created by the Facility Administrator in the process of fulfilling its duties; and

(N)

perform all other actions (or refrain from actions) which are contemplated by this Agreement and other Finance Documents or are required for the Lenders to exercise their rights under this Agreement or other Finance Documents after having obtained the relevant Consent of the Majority Lenders or all Lenders, depending on the circumstances.

24.3.2

The Facility Administrator has the right not to exercise any rights and authority granted in accordance with Clause 24.3.1 if the Consent of the Majority Lenders or all Lenders is required to exercise such rights and authority in accordance with the terms of this Agreement, and the Facility Administrator had not received such Consent of the Majority Lenders or all Lenders in the manner prescribed by this Agreement.

24.4

Resignation of the Facility Administrator

24.4.1

The Facility Administrator has the right, after having notified the other Finance Parties and the Obligors not less than fifteen (15) days in advance, to refuse to discharge the duties of the Facility Administrator, subject to the provisions of paragraph 7 of Article 8 of the Syndicated Loan Law. In this case, the Majority Lenders (after consultation with the Borrower) are entitled to appoint the Facility Administrator’s successor no later than the proposed date on which the Facility Administrator shall resign.

24.4.2

The resigning Facility Administrator shall, at its own expense, provide the Facility Administrator's successor with the documents available to the Facility Administrator, as well as provide the assistance that the Facility Administrator's successor may reasonably require in order to act as the Facility Administrator under the Finance Documents.

24.4.3

In the event that the Facility Administrator’s banking license is revoked (1) the authority of the Facility Administrator shall automatically terminate from the date of the banking license's revocation, and (2) the Facility Administrator or any Lender that has received information about the revocation of the Facility Administrator's banking license, shall notify the other Parties ("License Revocation Notice”) during the Business Day following the day when the Facility Administrator or relevant Lender received information about the revocation of the Facility Administrator’s banking license.

24.4.4

In the event of the resignation of the Facility Administrator or the termination of its powers at the initiative of the Lenders, the Lenders, with the Consent of the Majority