10. RESIGNATION AND REPLACEMENT OF THE ESCROW AGENT

Party A and Party B may replace the Escrow Agent with another escrow agent at any time during the term of this Agreement by giving a prior written notice of such replacement to the Escrow Agent no later than 5 Business Days before the date of transfer of the Party A’s Documents and the Party B’s Documents to such other escrow agent. If such notice of replacement is served on the Escrow Agent, the Escrow Agent shall adopt all necessary resolutions and take all necessary actions required to effect the transfer of the Party A’s Documents and the Party B’s Documents to the new escrow agent in compliance with the terms set out in the notice of replacement.

11. MISCELLANEOUS

11.1This Agreement shall be binding upon and enure solely for the benefit of the Parties and their respective successors and permitted assigns. Other than as contemplated by clause 10, no Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Parties.

11.2The Escrow Agent shall not be bound by any modification of this Agreement, including the transfer of any interest hereunder unless:

11.2.1where such modification does not create any additional obligation or imposes any additional liability (whether actual or contingent) on the Escrow Agent, it is in writing and signed by each of Party A and Party B; or

11.2.2where such modification does create any additional obligation or imposes any additional liability (whether actual or contingent) on the Escrow Agent, it is in writing and signed by each Party.

11.3Obligations under this Agreement may only be waived by written consent signed by the Party to which the relevant obligation is due. The waiver by any Party hereto of an obligation arising from a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other obligation, and any

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extension of time for the performance of any obligation shall not be deemed to be an extension of time for the performance of any other obligation.

11.4If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement.

11.5Where in this Agreement any liability is undertaken by two or more persons the liability of each of them shall be joint and several.

11.6If there is any conflict between the terms of this Agreement and the SHA, this Agreement shall prevail.

11.7Provisions of clause 10 of the SHA shall be incorporated into this Agreement by reference and apply to the Parties hereto mutadis mutandis.

11.8This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.

12. GOVERNING LAW AND SETTLEMENT OF DISPUTES Govening law

This Agreement shall be governed by and construed in accordance with English law.

Notice of dispute

12.1If any dispute, controversy or claim arises out of or in connection with this Agreement or otherwise including any question regarding its existence, formation, validity, enforceability, performance, breach or

termination (the Dispute), any Party may serve formal written notice on the other Party or the JVC that a

Amicable negotiation

12.2The Parties shall use all reasonable efforts for a period of thirty (30) calendar days from the date on which the Notice of Dispute is served by one Party on the other Party (or such longer period as may be agreed in writing between the Parties) to resolve the Dispute on an amicable basis.

12.3If the Parties are unable to resolve the Dispute by amicable negotiation within the time period referred to in clause 12.2, the Dispute shall be immediately referred to the Ultimate Beneficial Owners of A Shareholder and B Shareholder (as defined in the SHA) who shall attempt, for a period of 30 calendar days from the expiry of the time period referred to in clause 12.2, to resolve the Dispute.

Arbitration

12.4Subject to the provisions of this clause 12 above, any dispute, controversy or claim which may arise out of or in connection with this Agreement, or the execution, breach, termination or invalidity thereof, shall be settled by the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation in accordance with its rules.

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SIGNATORIES

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SCHEDULE 2

FORM OF THE POWER OF ATTORNEY OF PARTY A

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SCHEDULE 3

FORM OF THE POWER OF ATTORNEY OF PARTY B

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SCHEDULE 4

PARTY A’S DOCUMENTS

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SCHEDULE 5

PARTY B’S DOCUMENTS

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SCHEDULE 6

FORM OF THE NOTIFICATION

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