Dated [●] 2018

Deed of Guarantee, Undertaking and Indemnity

between

[●]

as guarantor

and

[●]

as beneficiaries

THIS DEED OF GUARANTEE, UNDERTAKING AND INDEMNITY (the “Deed”) is made as a deed on [●] 2016

BETWEEN:

(1)[●], citizen of the Russian Federation holding passport [●] issued by [●] on [●], department code [●], residing at [●] (the “Guarantor”);

(2)[●], a company incorporated in [●] with registered number [●] and whose registered office is at [●]

(“Beneficiary 1”);

(3)[●], a citizen of the Russian Federation, holding passport [●], issued by [●], department code [●], residing at [●] (“Beneficiary 2”);

(4)[●], a joint stock company incorporated in the Russian Federation, main state registration number [●] and whose registered office is at [●] (“Beneficiary 3”); and

(5)[●], a joint stock company incorporated in the Russian Federation, main state registration number [●] and whose registered office is at [●](“Beneficiary 4”).

RECITALS

(A)On the date of this Deed, Beneficiary 1 and the Purchaser intend to enter into the [●] SPA relating to the sale by Beneficiary 1 to the Purchaser of the [●] Shares and the [●] Shares.

(B)The Guarantor is interested in the consummation and perfection of the transactions contemplated by the [●] SPA.

(C)The Guarantor agrees to provide certain guarantees and indemnities in respect of the [●] SPA and [●] SHA and to assume certain obligations towards Beneficiary 1 in the terms and conditions of this Deed.

(D)The Guarantor has received final drafts of and is familiar with the terms of the [●] SPA and [●] SHA.

(E)The Parties intend this Deed to take effect as a deed.

IT IS AGREED as follows:

“[●] Shares” means [●] ([●] thousand) ordinary shares in the share capital of [●] with par value of 1 (one) euro each, such shares together representing [ ] of the issued share capital of [●];

“Guaranteed Obligations” means all payment obligations of the Purchaser under the [●] SPA and “Guaranteed Obligation” means any such obligation;

“Guarantor Warranties” means the warranties referred to in Clause 9 (Warranties) and set out in Schedule 1; “Parties” means the Guarantor, Beneficiary 1, and “Party” means any one of them;

“[●]” means [●] Limited, further details of which are set out in part 1 of schedule 1 to the [●] SPA;

“[●] Shares” means [●] ([●] thousand) ordinary shares in the share capital of [●] with par value of 100 euro each, such shares together representing 100% (one hundred per cent.) of the issued share capital of [●];

“Purchaser” means [●] a company incorporated in [●] with registration number [●], located at the following address: [●];

“[●] SHA” means the shareholders’ agreement between [●], [●] to be entered into on the date of completion of the sale and purchase of the shares in [●] and [●] pursuant to [●] SPA;

“[●] SHA Guaranteed Obligations” means obligations of [●] and [●] (or any of them) under or in connection with the [●] SHA and “[●] SHA Guaranteed Obligation” means any such obligation or liability;

“[●] SPA” means the share sale and purchase agreement entered into on or around the date hereof between [●] .

1.2Any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding, for the avoidance of doubt, email).

1.3References to “include” or “including” are to be construed without limitation.

1.4References to a “person” includes any individual, firm, company, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality).

1.5References to a “company” include any company, corporation or other body corporate wherever and however incorporated or established.

3.1.1guarantees to Beneficiary 1 the due and punctual performance by the Purchaser of the Guaranteed Obligations;

3.1.2undertakes with Beneficiary 1 that, whenever the Purchaser does not pay any amount when due under any of the Guaranteed Obligations and has not remedied such failure within 20 Business Days of receipt of a notice from Beneficiary 1 under the [●] SPA requiring remedy, the Guarantor shall, within 40 Business Days from receipt of a Demand Notice from Beneficiary 1, pay such amount in immediately available cleared funds as if he was the principal obligor; and

3.1.3agrees with Beneficiary 1 that, if any Guaranteed Obligation is or becomes (in whole or in part) void, unenforceable, invalid or illegal for any reason under any applicable law (whether or not known to the Guarantor), he will, as an independent and primary obligation, indemnify Beneficiary 1 immediately against the amount of payments that would be due from the Purchaser as a Guaranteed Obligation but for such Guaranteed Obligation being void, unenforceable, invalid or illegal, on the date when it is or would have been due. The Guarantor’s liability under this indemnity shall not exceed such amount as would (but for the relevant Guaranteed Obligation being void, unenforceable, invalid or illegal in the relevant respect) be the liability of the Purchaser in respect of such Guaranteed Obligation;

3.2 Under no circumstances shall the Guarantor’s maximum aggregate liability under this Deed exceed [the Consideration (as defined in the [●] SPA)]. The Guarantor shall have no liability in respect of any Guaranteed Obligation if Beneficiary 1 has not served a Demand Notice within 30 (thirty) Business Days from the date on which the Purchaser failed to comply with the relevant Guaranteed Obligation.

4. Continuing Guarantee

4.1 This Deed is a continuing guarantee and will extend to the ultimate balance of sums payable by any Purchaser, [●] or [●] in respect of the Guaranteed Obligations or [●] SHA Guaranteed Obligations (as applicable), regardless of any intermediate payment or discharge in whole or in part.

4.2 Beneficiary 1 may make any number of demands of the Guarantor up to the amount of the Consideration (as defined in the [●] SPA).

5. Waiver of Defenses

5.1 Save to the extent provided in Clause [●], the rights of Beneficiary 1 and the obligations of the Guarantor under this Deed will not be affected by:

5.1.1the winding-up, dissolution, insolvency (or similar proceedings) of the Purchaser, [●] or [●], any incapacity or lack of power, authority or legal personality of the Purchaser, [●] or [●]; or

5.1.2any unenforceability or invalidity of any obligation of the Purchaser under the [●] SPA; or

5.1.3any unenforceability or invalidity of any obligation of [●] or [●] under the [●] SHA; or

5.1.4any amendment, novation, supplement, extension or reinstatement (in each case, however fundamental and of whatsoever nature) of the [●] SPA or [●] SHA (provided that the Guarantor has been duly notified of any such amendment, novation, supplement, extension or reinstatement in a timely manner or of this Deed; or

5.1.5any additional security that is or may be established with respect to proper and timely performance by the

Purchaser of its obligations under the [●] SPA; or

5.1.6 any additional security that is or may be established with respect to proper and timely performance by [●] or

[●]of their obligations under the [●] SHA.

6.Immediate Recourse and Additional Security

6.1To the fullest extent permitted by law, the Guarantor waives any right he may have to require Beneficiary 1 (or any trustee or agent on its behalf) first to proceed against the Purchaser before claiming from the Guarantor under this Deed. For the avoidance of doubt, this is without prejudice to the requirement set out in Clause 3.1.2 that Beneficiary 1 must first give the Purchaser 10 (ten) Business Days’ notice to remedy any breach of Guaranteed Obligation prior to claiming from the Guarantor under this Deed.

6.3This Deed is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by Beneficiary 1 provided that Beneficiary 1shall not be entitled to recover the same loss more than once under this Deed and any such other guarantee or security.

7.Deferral of Guarantor’s Rights

Until all Guaranteed Obligations and [●] SHA Guaranteed Obligatoins have been duly performed, and unless Beneficiary 1 otherwise direct, the Guarantor undertakes in favour of Beneficiary 1 and the Purchaser not to exercise any rights which the Guarantor may have by reason of performance of the obligations under this Deed to be indemnified by the Purchaser.

8.9 Warranties

9.1The Guarantor warrants to Beneficiary 1 that each of the Guarantor Warranties is true and accurate in all material respects as at the date of this Deed.

9.2Immediately prior to Completion, the Guarantor shall be deemed to warrant to Beneficiary 1 that each of the Guarantor Warranties is true and accurate in all material respects by reference to the facts and circumstances existing at Completion as if any express or implied reference in the Guarantor Warranties to the date of this Deed were replaced by a reference to the date of Completion.

9.3The Guarantor represents and warrants that he has not taken or received, and undertakes that until all the Guaranteed Obligations or other amounts due under this Deed have been paid or discharged in full, he will not take or receive, the benefit of any security or encumbrance of any kind from the Purchaser or any other person in respect of the obligations of the Guarantor under this Deed.

11.1This Deed is made for the benefit of the Parties and is not intended to benefit any other person, and no other person shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, except that Clause 7 is intended to benefit the Purchaser and such Clause shall be enforceable by the Purchaser to the fullest extent permitted by Applicable Law, subject to t6he other terms and conditions of this Deed.

11.2No waiver by Beneficiary 1shall be effective unless it is in writing. The rights and remedies of Beneficiary 1 are cumulative and not exclusive of any rights or remedies provided by law.

11.3This Deed is intended to take effect as a deed notwithstanding that Beneficiary 1 may have executed it under hand only.

11.4If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any relevant jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Deed, nor the legality, validity or enforceability of that provision under the law of any other jurisdiction, shall be affected or impaired in any way.

11.5No variation of this Deed (or any of the documents referred to in it) shall be valid unless it is executed and delivered as a deed by or on behalf of each of the Parties. The expression “variation” includes any variation, supplement, deletion or replacement however effected.

11.6This Deed may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which when executed and delivered shall be an original, but all the counterparts together constitute one instrument.

11.7Any payment required by this Deed shall be made in full without any counterclaim, set off, deduction or withholding, save for any deduction or withholding required by the Applicable Law.

11.8If Applicable Law requires any deduction or withholding from any payment under this Deed then, except in relation to interest, the payer shall be obliged to pay the recipient such additional sum as will, after the deduction or withholding has been made, leave the recipient with the same amount it would have received in the absence of the requirement to make a deduction or withholding.

12.Confirmation of Independent Legal Advice

Each Party confirms it has received independent legal advice relating to all the matters provided for in this Deed, including the provisions of this Clause, and agrees, having considered the terms of this Deed as a whole, that the provisions of this Deed, including this Clause 12, are fair and reasonable.