Common use of Appointment and Powers Clause in Contracts

Appointment and Powers. We the Pledgor hereby make, constitute and appoint JSC VTB BANK (the “Pledgee”), acting by any of its directors or officers from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authority, and in our name and place or in the name of the Attorney, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares).

Appointment and Powers. We the Pledgor hereby makeThe Principal, constitute and appoint JSC VTB BANK as custodian for Computershare Trust Company, N.A., as depositary (the “PledgeeDepositary”) under the deposit agreement dated on or about 6 July 2018 between, inter alios, the Depositary, the Attorney and the Company (the “Deposit Agreement”), hereby appoints the Attorney (acting by any of its directors directors, authorised signatories, attorneys-in-fact or officers proxy holders from time to time, to be our true and lawful proxy and ) as its attorney (the “Attorney”) with full power and authority, authority on its behalf and in our its name and place or in the name of the Attorney, and on our behalf: (a) to exercise all rights the following rights, powers and privileges in relation to [NUMBER] Ordinary that number of ordinary shares of €1.71 $[•] each (the “Shares”) in HEADHUNTER FSU LIMITED Xxxxxxx & Xxxxxxxxx plc (the “Company”) registered in the name of the Pledgor, which shares have been pledged Principal as custodian for the Depositary and represented by the depositary receipts issued to the Pledgee pursuant Attorney by the Depositary under the Deposit Agreement as of the date(s) on which this Power of Attorney is exercised by the Attorney: a) calling, requiring the directors of the Company to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”)call, as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending attending, participating in, speaking at and voting any voting rights attaching to the Shares at any annual or extraordinary general meeting of the shareholders of the CompanyCompany or other meeting at which any rights attaching to the Shares are capable of being exercised, including meetings of the members of any particular class of shareholdershareholder of which the registered holder of the Shares is part, and all or any adjournment adjournments of such meetings, or signing any resolution as registered holder of the Shares;; and (iib) approving, completing and returning or otherwise signing or executing any requisition of any meeting, proxy cards, consents to short notice notice, written resolution, agreement of the members of the Company (or any of them) and any other documents required to be capable of being signed by the registered holder of the Shares; (iii) dealing with and giving directions , in each case as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of if it were the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares), provided that the Attorney shall not take any action that would result in the Principal incurring any obligation not provided for by the Deposit Agreement, or other liability.

Appointment and Powers. We (a) Each Member irrevocably constitutes and appoints the Pledgor hereby makeManager, constitute and appoint JSC VTB BANK (the “Pledgee”)with full power of substitution, acting by any of as its directors or officers from time to time, to be our true and lawful proxy and attorney (the “Attorney”) attorney-in-fact, with full power and authorityauthority in its name, place, and in our name and place or in the name of the Attorneystead to execute, acknowledge, deliver, swear to, file, and on our behalfrecord at the appropriate public offices such documents, instruments and conveyances as may be necessary or appropriate to carry out the provisions or purposes of this Agreement, including, without limitation, the following: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the SharesCertificate; (ii) completing all other certificates and returning proxy cards, consents instruments and amendments thereto which the Manager deems appropriate to short notice and any other documents required qualify or continue the Company as a limited liability company (or a Company in which the Members will have a limited liability comparable to be signed that provided by the registered holder of Act) in any jurisdiction in which the SharesCompany may conduct business; (iii) dealing with and giving directions as all instruments that the Manager deems appropriate to any moneys, securities, benefits, documents, notices reflect a change or other communications (in whatever form) arising by right modification of the Shares or received Company in connection accordance with the Shares from terms of this Agreement (including but not limited to an amendment reflecting the admission of Additional Members pursuant to Section 8.1(c) hereof); (iv) all conveyances and other instruments which the Manager deems appropriate to reflect the dissolution and termination of the Company in accordance with this Agreement; (v) all fictitious or assumed name certificates required or permitted to be filed on behalf of the Company; (vi) any other personand all amendments and certificates of the Company necessary to admit Members to the Company, or to reflect any change or transfer of a Member’s Percentage Interest, or relating to the admission or increased Capital Contribution of a Member in accordance with this Agreement; and (ivvii) otherwise executing, delivering and doing all deeds, other instruments and acts in the Pledgor’s name insofar as which may be done in the Pledgor’s capacity as registered holder required or permitted by law to be filed on behalf of the Shares; andCompany and which are not inconsistent with this Agreement. (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable forThe authority herein granted: (i) carrying out any obligation imposed on the Pledgor is a special power of attorney coupled with an interest, is irrevocable, and shall not be affected by the Deed of Pledge (including the execution and delivery subsequent incapacity or disability of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); andMember; (ii) may be exercised by a signature for each Member or by listing the names of all of the Members executing this Agreement with a single signature of any such Person acting on behalf of the Manager as attorney-in-fact for all of them; (iii) shall survive the delivery of an assignment by a Member of the whole or any portion of its Company Interest; provided that if the assignee thereof has been approved by the Manager for admission to the Company as an Additional Member, this special power of attorney shall survive such assignment for the sole purpose of enabling the Pledgee Manager to exerciseexecute, or delegate the exercise of, acknowledge and file any of the rights, powers instrument necessary to effect such substitution and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)shall thereafter terminate.

Appointment and Powers. We the Pledgor hereby makeThe Board of Directors may, constitute and appoint JSC VTB BANK (the “Pledgee”), acting by any of its directors or officers from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authority, and in our name and place or in the name resolution passed by a majority of the Attorneydirectors then in office, and on our behalf: (a) designate one or more committees, each committee to exercise all rights in relation to [NUMBER] Ordinary shares consist of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name one or more of the Pledgordirectors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting who may replace any absent or disqualified member at any annual or extraordinary general meeting of the shareholders committee. In the absence or disqualification of a member at any meeting of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the CompanyBoard of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, including meetings to the extent provided in the resolution of the members Board of any particular class Directors, shall have and may exercise all the powers and authority of shareholderthe Board of Directors in the management of the business and affairs of the Corporation (including all powers and authority provided to the Board of Directors under the DGCL, the Certificate of Incorporation and these Bylaws), and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation or amending, modifying, rescinding or adopting any Bylaws of the Corporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease, or exchange of all or any adjournment of such meetings, or signing any resolution as registered holder substantially all of the Shares; (ii) completing Corporation’s property and returning proxy cardsassets, consents recommending to short notice and the stockholders a dissolution of the Corporation or a revocation of a dissolution, recommending to the stockholders any other documents action or matter expressly required by the DGCL to be signed by submitted to the registered holder stockholders for approval or amending the Bylaws of the Shares; (iii) dealing with Corporation; and, unless the resolution designating the committee so provides, such committee shall not have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and giving directions as merger pursuant to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right Section 253 of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)DGCL.

Appointment and Powers. We Each Seller hereby nominates and appoints Company, with effect from the Pledgor hereby make, constitute and appoint JSC VTB BANK (the “Pledgee”), acting by any of its directors or officers from time to timeClosing, to be our true and its lawful proxy and attorney (the “Attorney”) with full power and authority, and in our name and place or in the name of the Attorney, and on our behalf: (a) to exercise all rights in relation pertaining to [NUMBER] Ordinary shares any IFP Shares (but for the avoidance of €1.71 doubt, not any Issuable IFP Shares) and, with effect from Conversion Date, each (the “IFP Convertible Loan Holder nominates and appoints Company to be its lawful attorney with full power to exercise all rights pertaining to any Conversion Shares”) in HEADHUNTER FSU LIMITED (the “Company”) , registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), such Seller or IFP Convertible Loan Holder as the Attorney Company in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders members of the CompanyIFP, including meetings of the members of or any particular class of shareholdermembers, and all or any adjournment adjournments of such meetings, or signing any resolution as registered holder of the such IFP Shares and Conversion Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the such IFP Shares and Conversion Shares; (iii) save in respect of the Acquisition Consideration and any IFP Convertible Loan Consideration and Balancing Stock, dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the such IFP Shares or Conversion Shares or received in connection with the such IFP Shares or Conversion Shares from the Company IFP or any other personPerson; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgorsuch Seller’s name insofar as may be done in the Pledgorthat Seller’s capacity as registered holder of the such IFP Shares or Conversion Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares).

Appointment and Powers. We 1.1 This power of attorney shall take effect in respect of each Seller immediately upon Closing having occurred in accordance with this Deed. If Closing does not occur, or this Deed terminates in accordance with its terms, this power of attorney shall have no force or effect in respect of any Seller whatsoever. 1.2 For the Pledgor hereby makepurpose of securing the interest of the Purchaser in the Shares but subject always to paragraph 1.1 above, constitute each Seller irrevocably and appoint JSC VTB BANK (by way of security appoints the “Pledgee”), acting by any of Purchaser as its directors or officers from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authority, authority on its behalf and in our its name or otherwise to exercise all rights, powers and place privileges attaching to the Shares or in otherwise capable of being exercised by the registered holder of the Shares and for such purpose to do all such acts and things and to execute all such deeds and other documents as the Purchaser shall consider necessary or desirable pending registration of the Shares into the name of the Attorney, Purchaser including all or any of the following (in each case in such manner and on our behalf:such terms as the Purchaser in its absolute discretion shall think fit): (a) to attend, participate in and direct the exercise all of any voting rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged attaching to the Pledgee pursuant to a deed Shares at any general meeting class meeting or other meeting at which such rights are capable of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to):being exercised; (ib) receiving notice ofto approve, attending and voting at complete, or otherwise sign or execute any annual or extraordinary general meeting requisition of the shareholders of the Companyany meeting, including meetings consent to short notice, proxy, written resolution, agreement of the members of any particular class of shareholder, and all the Company (or any adjournment of such meetings, them) or signing any resolution as registered holder other document capable of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be being signed by the registered holder of the Shares; (iiic) dealing with to sell, transfer, exchange or otherwise dispose of all or any of the Shares and for this purpose to enter into any contract for such sale or disposition on such terms (including the giving directions of such warranties and indemnities) and subject to such conditions as the Purchaser may in its absolute discretion think fit; (d) to receive or authorise the receipt of the consideration for a sale or disposition of all or any moneysof the Shares and to execute any transfer, securities, benefits, documents, notices renunciation or other communications (in whatever form) arising by right document as the Purchaser may consider necessary or desirable for selling, transferring, exchanging or otherwise disposing of the Shares or received in connection with any interest therein or arising thereout; (e) to agree to any compromise or arrangement affecting the Shares from and to use any lawful means that may appear to the Company Purchaser necessary or any other person; and (iv) otherwise executingdesirable in order to safeguard the interests, delivering and doing all deedsor enforce the rights, instruments and acts in of the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; (f) to sign, endorse or otherwise execute all receipts, dividend and interest warrants, cheques, releases, discharges, reconveyances or other deeds or documents whatsoever that the Company may consider necessary or desirable in the circumstances; and (bg) to execute, deliver appoint one or more persons to act as a substitute attorney for any Seller and perfect all documents and do all things which an Attorney may consider to be required exercise one or desirable for: (i) carrying out any obligation imposed more of the powers conferred on the Pledgor Purchaser by this power of attorney (other than the Deed of Pledge (including the execution power to appoint a substitute attorney) and delivery of to revoke any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)such appointment.

Appointment and Powers. We If the Pledgor hereby makeconstruction of the Project or any section or sections thereof, constitute shall not proceed in accordance with the terms of the Loan Contract, as amended by this Agreement or any subsequent amendment to the Loan Contract, or if default shall be made in the payment of any installment of or on account of interest on or principal of any Note when and appoint JSC VTB BANK (as the “Pledgee”), acting by any of its directors or officers from time to time, same shall be required to be our true made and lawful proxy and attorney such default shall continue for thirty (30) days, the “Attorney”Administrator may appoint a supervisor (hereinafter called the "Supervisor") with full power and authorityfor the System, and in our name and place or in such section or sections thereof as the name of the Attorney, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”)Administrator shall designate, as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting representative of the shareholders Government and notify the Borrower of such appointment and the duration thereof. The Supervisor shall take such steps as he deems necessary to assure construction or operation of the Company, including meetings of Project in accordance with the members of any particular class of shareholder, and all or any adjournment of such meetingsterms hereof, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices such portion or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar portions thereof as may be done in designated by the Pledgor’s capacity as registered holder Administrator, or to assure performance of any other obligations of the Shares; and (b) Borrower pursuant to executethe provisions of the Loan Contract, deliver as amended by this Agreement and perfect all documents any subsequent amendment, or of the Notes, and shall have power to operate the System and other property of the Borrower necessary to the operation of the System, and do all things which an Attorney may consider reasonably incident to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of the powers herein granted, including, without limitation, directing the conservation of any right funds of the Borrower, the collection of all debts due it, the payment of all expenses of the Borrower from any of its funds, the termination of the employment of such employees of the Borrower as he shall determine upon and the employment of such persons, on such terms and conditions as he my designate, as he shall deem necessary to assist him in carrying out his functions. The salaries, fees, disbursements and the expenses of the Supervisor and of any employee appointed by him shall be paid by the Borrower; provided, however, that the salaries, fees, disbursements and expenses of any Supervisor who shall be an employee of the Government, and of any assistants who shall be employees of the Government, shall not be payable by the Borrower unless and to the extent that the Administrator, upon written notification to the Borrower, shall so require. So long as the appointment of the Supervisor shall be in effect, all checks, drafts, and orders drawn on any bank account maintained by the Borrower shall be countersigned by the Supervisor, except that, if the proper officers or employees of the Borrower shall refuse to sign any such check, draft or order, the Supervisor shall have full power and authority to sign such check, draft or order for the Borrower without the requirement of any other signature thereon, if such check, draft or order is required to carry out the obligations of the Borrower hereunder. The Borrower hereby constitutes the Administrator its agent for the purpose of notifying any bank in which any account of the Borrower shall be maintained of the appointment of a legal or beneficial owner Supervisor and of the Shares)provisions hereunder with respect thereto, and agrees that such notice shall include a direction to any such bank with respect to the signing or countersigning of the checks, drafts or orders drawn on any such account as in this section provided. The Borrower shall comply with all reasonable instruction of the Supervisor incident to carrying out the obligations of the Borrower hereunder or the performance of the functions of the Supervisor.

Appointment and Powers. We Each Member irrevocably appoints Xxxxxxxx Xxxxxxx as the Pledgor hereby makeagent, constitute and appoint JSC VTB BANK (the “Pledgee”), acting by any of its directors or officers from time to time, to be our true and lawful proxy and attorney attorney-in-fact for such Member for all purposes under this Agreement (the “Attorney”) with including full power and authority, and in our name and place or in authority to act on the name of the Attorney, and on our Members’ collective behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor do and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending perform every act and voting at any annual thing reasonably necessary or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required desirable to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received done in connection with the Shares from transactions contemplated by this Agreement. Without limitation of the Company foregoing, each Member hereby grants unto the Member Representative full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the transactions contemplated by this Agreement and the Transaction Documents, including, without limitation, for the purposes of: (i) making or receiving and disbursing payments; (ii) making decisions with respect to the determination of the Purchase Price and Earn-Out Consideration calculations; (iii) entering into any other personsettlement or submitting any dispute relating to the Purchase Price and Earn-Out Consideration calculations; and (iv) otherwise executingtaking any and all actions that may be necessary or desirable, delivering as determined by the Member Representative, in its sole discretion, in connection with the approval of or any amendment to or waiver under this Agreement or the Transaction Documents in accordance with the terms thereof; (v) accepting notices on behalf of Members in accordance with the terms of this Agreement and the Transaction Documents; (vi) executing and delivering, on behalf of Members, any and all notices, documents or certificates to be executed by the Members in connection with this Agreement or the Transaction Documents and the transactions contemplated hereby and thereby; (vii) making any payments or paying any expenses under or in connection with this Agreement and the Transaction Documents on behalf of Members; (viii) granting any consent or approval on behalf of Members under this Agreement or the Transaction Documents; (ix) entering into any settlement or instituting or defending any Action relating to any claim for Losses or other damages against Members; and (x) taking any and all actions and doing any and all deedsother things provided in, instruments and acts in contemplated by or related to this Agreement or the Pledgor’s name insofar as may be done in Transaction Documents or the Pledgor’s capacity as registered holder of actions contemplated by or related to this Agreement or the Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider Transaction Documents to be required or desirable for: (i) carrying out any obligation imposed performed on behalf of Members. As the Pledgor by the Deed representative of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (includingMembers, the exercise of any right of a legal Member Representative shall act as the agent for all Members and shall have authority to bind each such Person in accordance with this Agreement or beneficial owner of the Shares)Transaction Documents.

Appointment and Powers. We Each of the Pledgor Sellers hereby makeappoints WEDGE Services LLC as such Seller’s attorney-in-fact (in such capacity, constitute and appoint JSC VTB BANK (the “PledgeeSeller Representative”), acting by any of its directors or officers from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authority, including power of substitution, acting in the name of and for and on behalf of such Seller to: (a) terminate this Agreement on behalf of the Sellers pursuant to Article 8, if and when permitted thereby; (b) calculate the Estimated Purchase Price and the Reconciled Purchase Price and resolve any disputes with Pioneer pursuant to Section 2.4(d) with respect thereto; (c) pursue, defend and settle any indemnification claims, whether made by or against the Sellers, pursuant to Article 9, and to do all other things and to take all other actions after the Closing that the Seller Representative may consider necessary or appropriate to resolve any such indemnification claims; (d) have issued, maintain, renew, amend, supplement or take any other action with respect to the Letter of Credit as may be required by this Agreement or the Letter of Credit, or otherwise deemed necessary or desirable by the Seller Representative in our name connection therewith; (e) enter into one or more reimbursement agreements in connection with the Letter of Credit on behalf of the Sellers and place renew, amend, supplement or take any other action with respect to such reimbursement agreements as may be required by the terms thereof, or otherwise deemed necessary or desirable by the Seller Representative in connection therewith; (f) establish a bank account in the name of the AttorneySeller Representative (as representative of the Sellers), at such bank as may be designated by the Seller Representative, and on our behalf:to receive and disburse from such account any payments to which the Sellers may be entitled pursuant to Article 2 of (i) the Estimated Purchase Price, (ii) any post-Closing adjustment pursuant to Section 2.4(e) and (iii) any Expense Reimbursement pursuant to Section 8.3; (ag) resolve any other dispute with Pioneer over any aspect of this Agreement, including demanding and/or participating in arbitration proceedings with respect to exercise all rights such disputes and complying with any Orders issued in relation connection therewith; (h) give and receive notices and communications that are required to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgorbe given, which shares have been pledged to the Pledgee or that may be given, pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to):this Agreement; (i) receiving notice ofnegotiate, attending agree to and voting at enter into any annual or extraordinary general meeting agreement (including settlements and releases), on behalf of the shareholders Sellers, to effectuate any of the Companyforegoing, including meetings which agreements shall have the effect of the members of any particular class of shareholder, and all or any adjournment of binding such meetings, or signing any resolution Sellers as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other personif such Sellers had personally entered into such agreements; and (ivj) otherwise executing, delivering do all other things and doing take all deeds, instruments and acts other actions under or related to this Agreement that the Seller Representative may consider necessary or appropriate in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder judgment of the Shares; and (b) Seller Representative to executeaccomplish the foregoing and to otherwise effectuate the transactions contemplated by this Agreement. This appointment and power of attorney shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, deliver whether by the death or incapacity or liquidation or dissolution of any Seller or the occurrence of any other event or events, and perfect all documents and do all things which an Attorney the Seller Representative may consider not terminate this power of attorney with respect to any Seller or such Seller’s successors or assigns without the consent of Pioneer. No bond shall be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling Seller Representative, and the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or Seller Representative shall receive no compensation for its services pursuant to this Agreement. Notices or communications to or from the Deed of Pledge Seller Representative shall constitute notice to or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)from each Seller.

Appointment and Powers. We By the Pledgor execution and delivery of this Agreement, the Company (prior to Closing) and each Seller Party hereby makeirrevocably constitutes and appoints X. Xxxxxx as the true and lawful agent and attorney-in-fact of the Company (prior to Closing) and such Seller Party with full powers of substitution to act in the name, constitute place and appoint JSC VTB BANK stead of thereof with respect to the performance on behalf of the Company (prior to Closing) and such Seller Party under the “Pledgee”)terms and provisions of this Agreement, acting by any of its directors or officers as the same may be from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authoritytime amended, and in our name to do or refrain from doing all such further acts and place or in the name things, and to execute all such documents on behalf of the AttorneyCompany (prior to Closing) and the Seller Parties, and on our behalfif any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement, including without limitation: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged agree upon or compromise any matter related to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members calculation of any particular class of shareholderadjustments, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Sharesunder this Agreement; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to executedirect the distribution of the Purchase Price payable hereunder, deliver which shall be distributed pro rata in accordance with ownership percentages of the Sellers at Closing ("Pro Rata"); (c) to act for the Seller Parties with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of the Seller Parties any indemnification Claim made by or against the Seller Parties, if any; (d) to act for the Seller Parties with respect to all post-Closing matters including to consent to the payment of funds from the Indemnification Escrow Fund to Buyer and/or to petition the Escrow Agent for the release of any or all funds due to the Sellers under the Escrow Agreement; (e) to terminate, amend or waive any provision of this Agreement; provided that any such action, if material to the rights and perfect obligations of the Seller Parties in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all documents the Seller Parties unless otherwise agreed by each of the Seller Parties who is subject to any disparate treatment of a potentially adverse nature; (f) to employ and do all things which an Attorney may consider obtain the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as the Seller Representative and to be required rely on their advice and counsel; (g) to incur and pay out of the Purchase Price expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or desirable for:in any way relating to such transaction or any indemnification Claim, whether incurred prior or subsequent to Closing; (h) to retain a portion of the Purchase Price as a reserve against the payment of expenses incurred in his capacity as the Seller Representative; (i) carrying out to receive all or any obligation imposed on portion of the Pledgor by Purchase Price payable hereunder and to distribute the Deed of Pledge same to the Sellers Pro Rata; (including the execution and delivery of j) to sign any pledges, mortgages, charges, assignments releases or other security and any transfer of documents with respect to dispute or remedy arising under the Shares)Transaction Documents; and (iik) enabling to do or refrain from doing any further act or deed on behalf of the Pledgee Sellers which the Seller Representative deems necessary or appropriate in his sole discretion relating to exercise, or delegate the exercise of, subject matter of this Agreement as fully and completely as any of the rights, powers Sellers could do if personally present and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)acting.

Appointment and Powers. We The Borrower hereby irrevocably constitutes ---------------------- and appoints the Pledgor hereby make, constitute and appoint JSC VTB BANK (Lender as the “Pledgee”), acting by any of its directors or officers from time to time, to be our Borrower's true and lawful proxy and attorney (the “Attorney”) attorney, coupled with an interest, with full power of substitution (in each case at the sole risk, cost and authority, and in our name and place or in the name expense of the Attorney, and on our behalfBorrower but for the benefit of the Lender) to do the following: (a) to exercise all rights in relation to [NUMBER] Ordinary shares at any time or times (whether or not an Event of €1.71 each (the “Shares”Default has occurred) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice ofto supplement and amend from time to time Sections 5, attending 6, and voting at any annual or extraordinary general meeting 7 of the shareholders Master Disclosure Schedule attached hereto to include any new -------------------------- or additional registered Trademarks, Patents, registered Copyrights and Licenses of the CompanyBorrower, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing to file and returning proxy cardsrecord without the Borrower's signature, consents or to short notice sign the Borrower's name to and file and record, financing statements and any other documents required instruments (including applications to be signed by name the registered holder Lender as lienholder on any motor vehicle or other certificates of the Shares; title), and (iii) dealing with and giving directions to take such other actions as the Lender may deem necessary in order to any moneys, securities, benefits, documents, notices perfect or other communications (in whatever form) arising by right maintain the perfection or priority of the Shares or received Lender's security interest in connection with the Shares from the Company Collateral or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Sharesportion thereof; and (b) in addition to executethe actions described above, deliver at any time or times after an Event of Default has occurred and perfect all documents and do all things which an Attorney may consider to be required or desirable for: is continuing, (i) carrying out to protect the Lender's security interest in the Collateral or any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares)portion thereof; and (ii) enabling to receive and open the Pledgee Borrower's mail, remove therefrom and hold or apply any Collateral and dispose of such mail or turn over such mail (other than such Collateral) to exercisethe Borrower or any trustee in bankruptcy, receiver, assignee for benefit of creditors or delegate other legal representatives to whom the exercise ofLender determines to be the appropriate recipient thereof; (iii) to endorse the name of the Borrower in favor of the Lender upon any and all checks, drafts, notes, money orders, acceptances and other items, Instruments and forms of payment, and to sign and endorse the name of the Borrower on, and receive as secured party, any of the rightsCollateral; (iv) to sign the Borrower's name to any invoices, powers schedules, freight or express receipts, bills of lading, and authorities conferred on them by other Documents or pursuant writings of a similar or different nature, relating to the Deed Collateral; (v) to sign the name of Pledge the Borrower on any schedules and assignments of Accounts, and on notices of assignment, financing statements and other public records relating to the Collateral, and on any notice to the Borrower's account debtors for verification of the Accounts; (vi) to prosecute, defend, compromise or release any action relating to the Collateral; (vii) to notify the post office authorities to change the address for delivery of the Borrower's mail to an address designated by law the Lender, and to sign change of address forms therefor; (viii) to sign the Borrower's name in proofs of claim in bankruptcies of account debtors, notices of lien, claims of mechanics liens, or assignments or releases of any Liens securing the Accounts; (ix) to take any such actions as may be necessary to obtain payment of any letter of credit of which the Borrower is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Borrower; (xi) to notify any Persons of the rights and interests of the Lender, of the applicable Events of Default and of any matter relating to Collateral; (xii) to take any and all other actions (including, without limitation, the exercise of any right of a legal or beneficial owner to xxx in the name of the Shares)Borrower or the Lender to collect upon any and all Collateral and to settle, adjust or compromise any and all claims with respect to Collateral including insurance claims) as the Lender shall deem necessary or expedient to convert the Collateral into cash; and (xiii) otherwise to exercise any rights or remedies of the Lender hereunder or under any of the Financing Documents, or otherwise under agreement or applicable law, including the UCC.

Appointment and Powers. We The Equityholders (other than such Stockholders, if any, who have perfected dissenters’ or appraisal rights under the Pledgor hereby make, constitute and appoint JSC VTB BANK (the “Pledgee”DGCL), acting by any virtue of its directors the approval and adoption of this Agreement by the Required Stockholder Approval or officers participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, shall be deemed to have irrevocably appointed and constituted FG Pixia LLC as the true and lawful representative, agent and attorney-in-fact of such Equityholders with full powers of substitution to act in the name, place and stead thereof for all purposes in connection with this Agreement, as the same may be from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authoritytime amended, and any agreements ancillary hereto and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Equityholders, if any, as such Equityholder Representative will deem necessary or appropriate in our name and place or in the name connection with any of the AttorneyContemplated Transactions, and on our behalfincluding: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged agree upon or compromise any matter related to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members calculation of any particular class of shareholderadjustments, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Sharesunder this Agreement; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to executedirect the distribution of any post-Closing payments pursuant hereto; (c) to act for such Equityholders with respect to all indemnification matters referred to in this Agreement, deliver including the right to compromise on behalf of such Equityholders any indemnification Claim made by or against such Equityholders, if any; (d) to act for such Equityholders with respect to all post-Closing matters; (e) to terminate, amend or waive any provision of this Agreement; provided that any such action, if material to the rights and perfect obligations of such Equityholders in the reasonable judgment of the Equityholder Representative, will be taken in the same manner with respect to all documents such Equityholders unless otherwise agreed by each of such Equityholders who is subject to any disparate treatment of a potentially adverse nature; (f) to employ and do all things which an Attorney may consider obtain the advice of legal counsel, accountants and other professional advisors as the Equityholder Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as the Equityholder Representative and to be required rely on their advice and counsel; (g) to incur and pay out of the Merger Consideration expenses, including fees of brokers, attorneys and accountants incurred pursuant to the Contemplated Transactions, and any other fees and expenses allocable or desirable for:in any way relating to such transaction or any indemnification Claim, whether incurred prior or subsequent to Closing; (h) to retain a portion of the payments made by the Buyer hereunder as a reserve against the payment of expenses incurred in his capacity as the Equityholder Representative; (i) carrying out to receive the Equityholder Expense Fund and make payments therefrom in accordance with this Agreement; (j) to sign any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments releases or other security documents with respect to and any transfer of dispute or remedy arising under the Shares)Transaction Documents; and (iik) enabling to do or refrain from doing any further act or deed on behalf of such Equityholders which the Pledgee Equityholder Representative deems necessary or appropriate in the Equityholder Representative’s sole discretion relating to exercisethe subject matter of this Agreement, or delegate the exercise of, as fully and completely as any of the rights, powers such Equityholders could do if personally present and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)acting.

Appointment and Powers. We Each Owner irrevocably appoints Xxxxxxx X. Xxxxxxx Xx. as the Pledgor hereby makeagent, constitute and appoint JSC VTB BANK (the “Pledgee”), acting by any of its directors or officers from time to time, to be our true and lawful proxy and attorney attorney-in-fact for such Owner for all purposes under this Agreement (the “Attorney”) with including full power and authority, and in our name and place or in authority to act on the name of the Attorney, and on our Owners’ collective behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor do and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending perform every act and voting at any annual thing reasonably necessary or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required desirable to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received done in connection with the Shares from transactions contemplated by this Agreement. Without limitation of the Company foregoing, each Owner hereby grants unto the Owner Representative full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the transactions contemplated by this Agreement and the Transaction Documents, including, without limitation, for the purposes of: (i) making or receiving and disbursing payments; (ii) making decisions with respect to the determination of the Purchase Price and Earn-Out Consideration calculations; (iii) entering into any other personsettlement or submitting any dispute relating to the Purchase Price and Earn-Out Consideration calculations; and (iv) otherwise executingtaking any and all actions that may be necessary or desirable, delivering as determined by the Owner Representative, in its sole discretion, in connection with the approval of or any amendment to or waiver under this Agreement or the Transaction Documents in accordance with the terms thereof; (v) accepting notices on behalf of Owners in accordance with the terms of this Agreement and the Transaction Documents; (vi) executing and delivering, on behalf of Owners, any and all notices, documents or certificates to be executed by the Owners in connection with this Agreement or the Transaction Documents and the transactions contemplated hereby and thereby; (vii) making any payments or paying any expenses under or in connection with this Agreement and the Transaction Documents on behalf of Owners; (viii) granting any consent or approval on behalf of Owners under this Agreement or the Transaction Documents; (ix) entering into any settlement or instituting or defending any Action relating to any claim for Losses or other damages against Owners; and (x) taking any and all actions and doing any and all deedsother things provided in, instruments and acts in contemplated by or related to this Agreement or the Pledgor’s name insofar as may be done in Transaction Documents or the Pledgor’s capacity as registered holder of actions contemplated by or related to this Agreement or the Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider Transaction Documents to be required or desirable for: (i) carrying out any obligation imposed performed on behalf of Owners. As the Pledgor by the Deed representative of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (includingOwners, the exercise of any right of a legal Owner Representative shall act as the agent for all Owners and shall have authority to bind each such Person in accordance with this Agreement or beneficial owner of the Shares)Transaction Documents.

Appointment and Powers. We By the Pledgor execution and delivery of this Agreement, each Seller Party hereby makeirrevocably constitutes and appoints Xxxxxx X. Xxxxxxxx as the true and lawful agent and attorney-in-fact of such Seller Party with full powers of substitution to act in the name, constitute place and appoint JSC VTB BANK (stead of thereof with respect to the “Pledgee”)performance on behalf of such Seller Party under the terms and provisions of this Agreement, acting by any of its directors or officers as the same may be from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authoritytime amended, and in our name to do or refrain from doing all such further acts and place or in the name things, and to execute all such documents on behalf of the AttorneySeller Parties, and on our behalfif any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement, including without limitation: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged agree upon or compromise any matter related to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members calculation of any particular class of shareholderadjustments, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Sharesunder this Agreement; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to executedirect the distribution of the Purchase Price payable hereunder, deliver which, as between the Seller Parties, shall be distributed pro rata between them in accordance with their ownership percentages of the Company immediately prior to Closing (“Pro Rata”); (c) to act for the Seller Parties with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of the Seller Parties any indemnification Claim made by or against the Seller Parties, if any; (d) to act for the Seller Parties with respect to all post-Closing matters, including to consent to the payment of funds from the Escrow Fund to Buyer and/or to petition the Escrow Agent for the release of any or all funds due to the Sellers under the Escrow Agreement; (e) to terminate, amend or waive any provision of this Agreement; provided that any such action, if material to the rights and perfect obligations of the Seller Parties in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all documents the Seller Parties unless otherwise agreed by each of the Seller Parties who is subject to any disparate treatment of a potentially adverse nature; (f) to employ and do all things which an Attorney may consider obtain the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as the Seller Representative and to be required rely on their advice and counsel; (g) to incur and pay out of the Purchase Price expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or desirable for:in any way relating to such transaction or any indemnification Claim, whether incurred prior or subsequent to Closing; (h) to retain a portion of the Purchase Price as a reserve against the payment of expenses incurred in his capacity as the Seller Representative; (i) carrying out to receive all or any obligation imposed on portion of the Pledgor by Purchase Price payable hereunder and to distribute the Deed of Pledge same to the Sellers Pro Rata; (including the execution and delivery of j) to sign any pledges, mortgages, charges, assignments releases or other security and documents with respect to dispute or remedy arising under this Agreement or any transfer of the Shares)Ancillary Documents; and (iik) enabling to do or refrain from doing any further act or deed on behalf of the Pledgee Sellers which the Seller Representative deems necessary or appropriate in his sole discretion relating to exercise, or delegate the exercise of, subject matter of this Agreement as fully and completely as any of the rights, powers Sellers could do if personally present and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)acting.

Appointment and Powers. We If the Pledgor hereby makeconstruction of the Project or any section or sections thereof, constitute shall not proceed in accordance with the terms of the Loan Contract, as amended by this Agreement or any subsequent amendment to the Loan Contract, or if default shall be made in the payment of any installment of or on account of interest on or principal of any Note when and appoint JSC VTB BANK (as the “Pledgee”), acting by any of its directors or officers from time to time, same shall be required to be our true made and lawful proxy and attorney such default shall continue for thirty (30) days, the “Attorney”Administrator may appoint a supervisor (hereinafter called the "Supervisor") with full power and authorityfor the System, and in our name and place or in such section or sections thereof as the name of the Attorney, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”)Administrator shall designate, as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting representative of the shareholders Government and notify the Borrower of such appointment and the duration thereof. The Supervisor shall take such steps as he deems necessary to assure construction or operation of the Company, including meetings of Project in accordance with the members of any particular class of shareholder, and all or any adjournment of such meetingsterms hereof, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices such portion or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar portions thereof as may be done in designated by the Pledgor’s capacity as registered holder Administrator, or to assure performance of any other obligations of the Shares; and (b) Borrower pursuant to executethe provisions of the Loan Contract, deliver as amended by this Agreement and perfect all documents any subsequent amendment, or of the Notes, and shall have power to operate the System and other property of the Borrower necessary to the operation of the System, and do all things which an Attorney may consider reasonably incident to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of the powers herein granted, including, without limitation, directing the conservation of any right funds of the Borrower, the collection of all debts due it, the payment of all expenses of the Borrower from any of its funds, the termination of the employment of such employees of the Borrower as he shall determine upon and the employment of such persons, on such terms and conditions as he may designate, as he shall deem necessary to assist him in carrying out his functions. The salaries, fees, disbursements and the expenses of the Supervisor and of any employee appointed by him shall be paid by the Borrower; provided, however, that the salaries, fees, disbursements and expenses of any supervisor who shall be an employee of the Government, and of any assistants who shall be employees of the Government, shall not be payable by the Borrower unless and to the extent that the Administrator, upon written notification to the Borrower, shall so require. So long as the appointment of the Supervisor shall be in effect, all checks, drafts, and orders drawn on any bank account maintained by the Borrower shall be countersigned by the Supervisor, except that, if the proper officers or employees of the Borrower shall refuse to sign any such check, draft or order, the Supervisor shall have full power and authority to sign such check, draft or order for the Borrower without the requirement of any other signature thereon, if such check, draft or order is required to carry out the obligations of the Borrower hereunder. The Borrower hereby constitutes the Administrator its agent for the purpose of notifying any bank in which any account of the Borrower shall be maintained of the appointment of a legal or beneficial owner Supervisor and of the Shares)provisions hereunder with respect thereto, and agrees that such notice shall include a direction to any such bank with respect to the signing or countersigning of the checks, drafts or orders drawn on any such account as in this section provided. The Borrower shall comply with all reasonable instruction of the Supervisor incident to carrying out the obligations of the Borrower hereunder or the performance of the functions of the Supervisor.

Appointment and Powers. We Each Borrower hereby irrevocably constitutes and appoints the Pledgor hereby make, constitute and appoint JSC VTB BANK (the “Pledgee”), acting by any of Lender as its directors or officers from time to time, to be our true and lawful proxy and attorney (the “Attorney”) attorney, coupled with an interest, with full power of substitution (in each case at the sole risk, cost and authorityexpense of the Borrowers but for the benefit of the Lender) to do the following, at any time or times after an Event of Default has occurred and is continuing, or after any applicable demand for payment of the Obligations has been made and has not been satisfied in full, (i) to protect the Lender’s security interest in the Collateral or any portion thereof; (ii) to receive and open any Borrower’s mail, remove therefrom and hold or apply any Collateral and dispose of such mail or turn over such mail (other than such Collateral) to the Borrower or any trustee in bankruptcy, receiver, assignee for benefit of creditors or other legal representatives to whom the Lender determines to be the appropriate recipient thereof; (iii) to endorse the name of the Borrower in favor of the Lender upon any and all checks, drafts, notes, money orders, acceptances and other items, Instruments and forms of payment, and to sign and endorse the name of the Borrower on, and receive as secured party, any of the Collateral; (iv) to sign the Borrower’s name to any invoices, schedules, freight or express receipts, bills of lading, and other Documents or writings of a similar or different nature, relating to the Collateral; (v) to sign the name of any Borrower on any schedules and assignments of Accounts, and on notices of assignment, financing statements and other public records relating to the Collateral, and on any notice to any Borrower’s account debtors for verification of the Accounts; to prosecute, defend, compromise or release any action relating to the Collateral; to notify the post office authorities to change the address for delivery of any Borrower’s mail to an address designated by the Lender, and to sign change of address forms therefor; (vi) to sign any Borrower’s name in our name proofs of claim in bankruptcies of account debtors, notices of lien, claims of mechanics liens, or assignments or releases of any Liens securing the Accounts; (vii) to take any such actions as may be necessary to obtain payment of any letter of credit of which any Borrower is a beneficiary; to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Borrower; to notify any Persons of the rights and place or interests of the Lender, of the applicable Events of Default and of any matter relating to Collateral; (viii) to take any and all other actions (including, without limitation, the right to sue in the name of any Borrower or the AttorneyLender to collect upon any and all Collateral and to settle, adjust or compromise any and on our behalf: all claims with respect to Collateral including insurance claims) as the Lender shall deem necessary or expedient to convert the Collateral into cash; and (aix) otherwise to exercise all any rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name or remedies of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual Lender hereunder or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, under any of the rightsLoan Documents, powers and authorities conferred on them by or pursuant to otherwise under agreement or applicable law, including the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)UCC.

Appointment and Powers. We If the Pledgor hereby makeconstruction of the Project or any section or sections thereof, constitute shall not proceed in accordance with the terms of the Loan Contract, as amended by this Agreement or any subsequent amendment to the Loan Contract, or if default shall be made in the payment of any installment of or on account of interest on or principal of any Note when and appoint JSC VTB BANK (as the “Pledgee”), acting by any of its directors or officers from time to time, same shall be required to be our true made and lawful proxy and attorney such default shall continue for thirty (30) days, the “Attorney”Administrator may appoint a supervisor (hereinafter called the "Supervisor") with full power and authorityfor the System, and in our name and place or in such section or sections thereof as the name of the Attorney, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”)Administrator shall designate, as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting representative of the shareholders Government and notify the Borrower of such appointment and the duration thereof. The Supervisor shall take such steps as he deems necessary to assure construction or operation of the Company, including meetings of Project in accordance with the members of any particular class of shareholder, and all or any adjournment of such meetingsterms hereof, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices such portion or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar portions thereof as may be done in designated by the Pledgor’s capacity as registered holder Administrator, or to assure performance of any other obligations of the Shares; and (b) Borrower pursuant to executethe provisions of the Loan Contract, deliver as amended by this Agreement and perfect all documents any subsequent amendment, or of the Notes, and shall have power to operate the System and other property of the Borrower necessary to the operation of the System, and do all things which an Attorney may consider reasonably incident to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of the powers herein granted, including, without limitation, directing the conservation of any right funds of the Borrower, the collection of all debts due it, the payment of all expenses of the Borrower from any of its funds, the termination of the employment of such employees of the Borrower as he shall determine upon and the employment of such persons, on such terms and conditions as he may designate, as he shall deem necessary to assist him in carrying out his functions. The salaries, fees, disbursements and the expenses of the Supervisor and of any employee appointed by him shall be paid by the Borrower; provided, however, that the salaries, fees, disbursements and expenses of any Supervisor who shall be an employee of the Government, and of any assistants who shall be employees of the Government, shall not be payable by the Borrower unless and to the extent that the Administrator, upon written notification to the Borrower, shall so require. So long as the appointment of the Supervisor shall be in effect, all checks, drafts, and orders drawn on any bank account maintained by the Borrower shall be countersigned by the Supervisor, except that, if the proper officers or employees of the Borrower shall refuse to sign any such check, draft or order, the Supervisor shall have full power and authority to sign such check, draft or order for the Borrower without the requirement of any other signature thereon, if such check, draft or order is required to carry out the obligations of the Borrower hereunder. The Borrower hereby constitutes the Administrator its agent for the purpose of notifying any bank in which any account of the Borrower shall be maintained of the appointment of a legal or beneficial owner Supervisor and of the Shares)pro-visions hereunder with respect thereto, and agrees that such notice shall include a direction to any such bank with respect to the signing or countersigning of the checks, drafts or orders drawn on any such account as in this section provided. The Borrower shall comply with all reasonable instruction of the Supervisor incident to carrying out the obligations of the Borrower hereunder or the performance of the functions of the Supervisor.

Appointment and Powers. We Each of the Pledgor Sellers hereby makeappoints Xxxxxx X. Xxxxxxxx as such Seller’s attorney-in-fact (in such capacity, constitute and appoint JSC VTB BANK (the “PledgeeSeller Representative”), acting by any of its directors or officers from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authority, including power of substitution, acting in the name of and for and on behalf of such Seller to: (a) calculate the Estimated Purchase Price, verify the Reconciled Purchase Price and resolve any disputes with Encore pursuant to Section 2.4(d) with respect thereto; (b) pursue, defend and settle any indemnification claims, whether made by or against the Sellers, pursuant to Article 7, and to do all other things and to take all other actions after the Closing that the Seller Representative may consider necessary or appropriate to resolve any such indemnification claims; (c) authorize the Escrow Agent to release all or any portion of the Holdback to Encore Indemnitees in our name and place satisfaction of (i) any post-Closing adjustment to the Purchase Price pursuant to Section 2.4(e) or (ii) any indemnification claims made by such Encore Indemnitees; (d) establish a bank account in the name of the AttorneySeller Representative (as representative of the Sellers), at such bank as may be designated by the Seller Representative, and on our behalf: (a) to exercise all rights in relation receive and disburse from such account any payments of Purchase Price to [NUMBER] Ordinary shares of €1.71 each (which the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee Sellers may be entitled pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fitthis Agreement, including (but not limited to): (i) receiving notice of, attending the Estimated Closing Purchase Price and voting at (ii) any annual release of Holdback (or extraordinary general meeting any portion thereof) to the Seller Representative (for the benefit of the shareholders of Sellers) pursuant to the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the SharesEscrow Agreement; (iie) completing and returning proxy cards, consents to short notice and resolve any other documents dispute with Encore over any aspect of this Agreement, including demanding and/or participating in arbitration proceedings with respect to such disputes and complying with any Orders issued in connection therewith; (f) give and receive notices and communications that are required to be signed by the registered holder of the Sharesgiven, or that may be given, pursuant to this Agreement; (iiig) dealing with negotiate, agree to and giving directions as to enter into any moneysagreement (including settlements and releases), securities, benefits, documents, notices or other communications (in whatever form) arising by right on behalf of the Shares or received in connection with Sellers, to effectuate any of the Shares from foregoing, which agreements shall have the Company or any other personeffect of binding such Sellers as if such Sellers had personally entered into such agreements; and (ivh) otherwise executing, delivering do all other things and doing take all deeds, instruments and acts other actions under or related to this Agreement that the Seller Representative may consider necessary or appropriate in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder judgment of the Shares; and Seller Representative to accomplish the foregoing or for the accomplishment of any other action required by the terms of this Agreement (b) including actions related to executeTaxes and Tax matters provided for in Section 2.5 and Article 8) and to otherwise effectuate the transactions contemplated by this Agreement. This appointment and power of attorney shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, deliver whether by the death or incapacity or liquidation or dissolution of any Seller or the occurrence of any other event or events, and perfect all documents and do all things which an Attorney the Seller Representative may consider not terminate this power of attorney with respect to any Seller or such Seller’s successors or assigns without the consent of Encore. No bond shall be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling Seller Representative, and the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or Seller Representative shall receive no compensation for its services pursuant to this Agreement. Notices or communications to or from the Deed of Pledge Seller Representative shall constitute notice to or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)from each Seller.

Appointment and Powers. We Xx. Xxxxxxxx Xxxx is appointed as the Pledgor hereby makeMANAGING DIRECTOR of the COMPANY and as a MANAGING DIRECTOR he shall have substantial powers of the management of the COMPANY. He shall perform duties and exercise such powers subject to the superintendence, constitute control and direction of the Board of Directors of the COMPANY, subject to the provisions of the Articles of Association of the COMPANY and the Companies Act, 2013 or any amendments or re-enactments made hereafter. 1. To open or operate Bank account either singly or alongwith authorized officer(s) of the COMPANY and to draw, make and give receipts, releases and other discharges for moneys payable by the COMPANY. 2. To ask, demand, xxx, recover all moneys, debts, dues, goods, wares, merchandise, properties on behalf of the COMPANY and to institute, conduct, defend and refer to arbitration, legal and other proceedings, claims and disputes with which the COMPANY is concerned and also authorized to sign, execute and deliver all such documents as deemed necessary. 3. To draw, sign, accept, endorse, discount, pay and negotiate cheques, bills of exchange, hundies, promissory notes, drafts and other negotiable instruments for the business of the COMPANY. 4. To sign and execute all bills of lading, custom bonds, policies of insurance and other shipping documents, relating to goods shipped for and on behalf of the COMPANY or forwarded by the COMPANY for sale elsewhere, and all documents required by the Excise Authorities, Customs Office, and such other Government Authorities and other carriers relating to the goods imported and/or exported on behalf of the COMPANY. 5. To appear and to represent the COMPANY in and before all Central and State Government Offices, various authorities including tax authorities, courts, tribunals, judicial authorities, Semi-Government Institutions and Trade Associations. 6. To execute and where necessary to cause to be registered all deeds, agreements, contracts, receipts and other documents with concerned authorities. 7. To make any declaration or affidavit in proof of any debt or debts due or claimed to be due to the COMPANY in any proceedings taken or hereafter to be taken by or against any person, firm or company under any Act or Ordinance for the time being in force, for the relief or otherwise against insolvent debtors including proceedings of the winding up of insolvent companies and to attend all meetings of creditors or appoint JSC VTB BANK (proxy for attending and voting under any such proceedings and to propose, second or vote for or against any resolution at any such meeting, and generally to act for the “Pledgee”)COMPANY in all proceedings including proceedings by way of bankruptcy or liquidation, acting by arrangement or by composition, which may be taken against any debtor of its directors the COMPANY, as the MANAGING DIRECTOR shall think fit and in the interest of the COMPANY. 8. To pay or officers allow all taxes, rates, assessments, charges, deductions, expenses and all other payments and outgoings whatsoever due and payable or to become due and payable for or on account of the COMPANY’S assets and properties. 9. To purchase, acquire and/or procure any raw materials, components, stores, spare parts etc. from time to timetime or to sell or scrap any such raw materials, components, stores, spare parts etc. in the ordinary course of business of the COMPANY. 10. To authorize projects for the addition, replacement, sale, or disposal of any capital assets, tangible or intangible property of the COMPANY and to sell, give on lease any such assets including machinery, equipment in the ordinary course of business upto the limit of Rs. 1,000,000/- (Rupees One Million Only). For any transaction above this limit, Managing Director should have approval from SPGPrints Group Management and Board of Directors shall ratify the same. 11. Subject to the approval of the Board of Directors in that behalf to authorise projects for the acquisition or taking on lease of any items, tangible or intangible property, for the COMPANY up to the limit as approved by the Board of Directors. 12. Subject to the prior approval of the Board of Directors and consent of at least one SPGPrints Nominated Director on the Board of the COMPANY, in that behalf, may be vide e-mail/facsimile, borrow moneys for and on behalf of the COMPANY within such limits as the Board of Directors may from time to time prescribe and for that purpose to sign and execute all deeds, documents and writings on behalf of the COMPANY and to do such other acts as considered necessary in the interest of the COMPANY. 13. To obtain temporary financial facilities limited to LC Backed Bills Discounting facility, for an amount not exceeding in aggregate Rs. 20,000,000/- (Rupees Twenty Million Only) in the ordinary course of business of the company in any calendar year, and to sign, seal and execute all necessary documents, affidavits, deeds, declarations, agreements and other papers relating to it as may be deemed necessary and as required by the Banks/Financial Institutions for the purpose of sanctioning the said temporary financial facilities and also authorized to delegate the powers to execute documents relating to it by way of a Letter of Authority on the letterhead of the COMPANY or vide e-mail, to some other officials of the COMPANY, as deemed fit by the MANAGING DIRECTOR. For obtaining any other temporary financial facilities other than LC Backed Bills Discounting facility, the MANAGING DIRECTOR shall have the prior approval of the Board of Directors of the COMPANY. 14. To invest and disinvest any of the funds of the COMPANY (otherwise than in Trusts securities) in fixed deposits with the recognized Bankers/Financial Institution and other instruments/bonds as may be our true prescribed by COMPANY’S Investment Guidelines or such other document as amended from time to time and lawful proxy as may be adopted by the COMPANY’S Board of Directors. 15. Subject to the COMPANY’S Memorandum and attorney Articles of Association and the prior approval of the Board of Directors of the COMPANY, invest any funds of the COMPANY for extending the research or production activities of the COMPANY beyond the COMPANY’S then existing fields of technology. 16. Subject to the prior approval of the Board of Directors of the COMPANY, to issue options or warrants to purchase the capital stock of the COMPANY on such terms and conditions as may be determined by the Board of Directors. 17. Subject to the prior approval of the Board of Directors of the COMPANY, to sign and execute guarantee or stand surety on behalf of the COMPANY for the obligations of third parties on the terms and conditions and limits approved by the Board. 18. To enter into negotiations with the COMPANY’S Trade Union leaders or its representatives for the purpose of settling disputes for and on behalf of the COMPANY and also to represent the COMPANY at any meetings (the “Attorney”formal or informal) with full power the COMPANY’S employees, agents, clerks or servants. 19. To deal with all matters relating to or otherwise connected with the provisions of various acts and authorityrules and regulations which govern the COMPANY in its usual course of business and to represent and appear on behalf of the COMPANY before all concerned authorities under such acts, rules and regulations and to sign, seal, execute application(s), statements, claims, such other documents, returns, writings, papers, declarations, undertakings as deemed necessary and fit by the MANAGING DIRECTOR in the interest of the COMPANY. 20. To enter into, make, sign, seal, execute, deliver, acknowledge and perform all engagements, contracts, agreements, indentures, declarations, bonds, deeds, guarantees, promissory notes, indemnities, assurances, covenants and obligations, documents, papers, writings and things that may be necessary or proper to be entered into, made, signed, sealed and executed, delivered, acknowledged and performed for any of the purposes of these presents or in which the COMPANY is or may be a party or is in any way interested and which is not required to be executed under the common seal of the COMPANY and also authorized to delegate powers relating to signing and executing of documents, papers, agreements, contracts in the routine course of business by way of letter of authority on the letterhead of the COMPANY or vide e-mail to such other officials of the COMPANY as may be deemed fit by the MANAGING DIRECTOR. 21. To appoint or remove on behalf of the COMPANY such Consultants and Advocates as the MANAGING DIRECTOR shall deem fit and proper for representing the COMPANY before the various authorities, Tribunals and Courts. 22. After obtaining expert advice where the facts so deem fit, to compound, compromise and settle up to a limit of Rs. 25,00,000/- (Rupees Twenty-Five Lacs Only) for a given assessment year with Income Tax, GST , Excise, Customs and/or other taxing authorities or any other Tribunal, Court in respect of assessments/order made by them. 23. To apply for extension of time for payment or for installments for the payment of the amounts assessed and to be paid by the COMPANY towards Income Tax, Sales Tax/VAT, Excise, Customs and/or all other applicable taxes. 24. To sign all correspondence/documents on behalf of the COMPANY that may be necessary in the ordinary course of business of the COMPANY. 25. The MANAGING DIRECTOR shall not during the period of his employment, and without the prior consent in our name and place writing of the Board, engage or interest himself either directly or indirectly in the business or affairs of any other person, firm, company, body corporate or concern. The breach of this condition will invite immediate termination of his services without any notice or assigning any reason thereof. Further, he shall not, in any manner, whether directly or indirectly, use, apply or utilize his knowledge or experience for or in the name interest of any such person, firm, company, body corporate or concern as aforesaid or any competing undertaking or business. 26. The MANAGING DIRECTOR shall not during the continuance of his employment or any time thereafter, divulge or disclose to any person or persons (except to those authorized by Company), firm, company, body corporate or concern, whatsoever or make any use whatever for his own or for whatever purpose, of any confidential information or knowledge obtained by him during his employment of the Attorneybusiness or affairs of the COMPANY or of any trade secrets or secret processes of the COMPANY. 27. The MANAGING DIRECTOR shall not during the tenure of this agreement issue repurchase agreement, accept lease contracts from group companies, grant loan to third parties or enter into contract with consequential damages. 28. AND for more effectively removing any doubt which may arise as to the true meaning of these presents or as to the construction or application of the powers, authorities and on our behalf: (a) discretions hereby conferred, the COMPANY hereby declares that the powers, authorities and discretion hereby conferred upon the MANAGING DIRECTOR shall not in any case be deemed to exercise be revoked or limited by any such previously given powers, authorities and discretions or be deemed to be limited to such transactions and matters as are herein expressly mentioned but the same are intended to extend and shall in all rights in relation cases extend to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered any other matters or transactions not herein previously mentioned or defined which in the name ordinary course of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting business of the shareholders of COMPANY may by the Company, including meetings of the members of any particular class of shareholder, and all said MANAGING DIRECTOR be deemed to be requisite or any adjournment of such meetings, expedient to be done or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents performed except those matters which are expressly required to be signed by transacted in the registered holder General Meeting of Members or in the Meeting of Board of Directors of the Shares; (iii) dealing with COMPANY as per the Companies Act, 2013 or any amendments or re- enactments thereof and/or Memorandum and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right Articles of Association of the Shares or received COMPANY. DIRECTOR in connection with exercising the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities hereby conferred on them by or pursuant upon him shall confirm to the Deed of Pledge regulations and directions for the time being imposed or given to him by law (including, the exercise of any right of a legal or beneficial owner of the Shares)COMPANY.

Appointment and Powers. We Subject to the Pledgor terms and conditions hereof, each of the Issuer Secured Parties hereby makeappoints _______________________________ as the Trustee with respect to the Asset Pool and as initial Paying Agent, constitute and appoint JSC VTB BANK (_____________________ hereby accepts such appointment and agrees to act as Trustee with respect to the “Pledgee”), acting by any of its directors or officers from time to timeAsset Pool for the Issuer Secured Parties, to be our true maintain custody and lawful proxy possession of the assets in the Asset Pool (except as otherwise provided herein and attorney (in the “Attorney”Assignment and Servicing Agreement) and to perform the other duties of the Trustee in accordance with full power the provisions of this Indenture and authoritythe Assignment and Servicing Agreement. Each Issuer Secured Party hereby authorizes the Trustee to take such action on its behalf, and in our name to exercise such rights, remedies, powers and place or in privileges hereunder, as [the name Insurer (if no Insurer Default has occurred and is continuing) or] the holders of not less than 66 2/3% of the Attorney, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name then Outstanding Principal Amount of the PledgorNotes [(if an Insurer Default has occurred and is continuing)] may direct and as are specifically authorized to be exercised by the Trustee by the terms hereof, which shares have been pledged to together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee shall act upon and in compliance with the Pledgee pursuant to a deed written instructions of pledge dated [DATEthe Insurer or] between the Pledgor and Noteholders given in accordance with the Pledgee (provisions of this Indenture promptly following receipt of such written instructions; provided that the “Deed of Pledge”), as the Attorney Trustee shall not act in its absolute discretion sees fit, including (but not limited to): accordance with any instructions (i) receiving notice which are not authorized by, or in violation of the provisions of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Companythis Indenture, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cardswhich are in violation of any applicable law, consents to short notice and any other documents required to be signed by the registered holder of the Shares; rule or regulation or (iii) dealing with and giving directions as for which the Trustee has not received indemnity satisfactory to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right it. Receipt of such instructions shall not be a condition to the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor exercise by the Deed Trustee of Pledge (including its express duties hereunder, except where this Indenture provides that the execution Trustee is permitted to act only following and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)in accordance with such instructions.

Appointment and Powers. We The Chargor hereby irrevocably appoints the Pledgor hereby makefollowing (each an "ATTORNEY" and collectively the "ATTORNEYS", constitute and appoint JSC VTB BANK (acting solely or jointly with the “Pledgee”other Attorneys), acting by any of its directors or officers namely: (A) the Collateral Agent; (B) each and every person to whom the Collateral Agent shall from time to time, to be our true and lawful proxy and attorney (time have duly delegated the “Attorney”) with full power and authority, and in our name and place or in the name exercise of the Attorney, power of attorney conferred by this Clause 15.1 (Appointment and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”Powers), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (ivC) any Receiver appointed hereunder and for the time being holding office, to be its attorney or attorneys and in its name and otherwise executingon its behalf and as its act and deed to sign, delivering seal, execute, deliver, perfect and doing do all deeds, instruments instruments, acts and acts in the Pledgor’s name insofar as things which may be done in required (or which the Pledgor’s capacity as registered holder of the Shares; and Collateral Agent, any person falling within Sub-clause (bB) to execute, deliver and perfect all documents and do all things which an Attorney may or any Receiver appointed hereunder shall reasonably consider to be required or desirable for: (irequisite) for carrying out any obligation imposed on the Pledgor Chargor, as the case may be, by or pursuant to this Deed (including but not limited to the obligations of the Chargor under Clauses 4 (Covenant to Deposit and Further Assurance) and 8 (Covenants and Undertakings), for carrying out any sale, lease or other dealing by the Deed of Pledge (including the execution and delivery of Collateral Agent or any pledgessuch Receiver into effect, mortgages, charges, assignments for conveying or transferring any legal estate or other security interest in the Charged Property, for getting in the Charged Property, and any transfer of the Shares); and (ii) generally for enabling the Pledgee Collateral Agent or any person falling within Sub-clause (B) or any Receiver to exercise, or delegate exercise the exercise of, any of the rights, respective powers and authorities conferred on them by or pursuant to the this Deed of Pledge or by law provided that the power contained in this Clause 15.1 (including, Appointment and Powers) shall not be exercisable unless and until the Charge shall have become enforceable. The exercise of such power by the Collateral Agent or any right person falling within Sub-clause (B) or any Receiver shall not put any person dealing with it upon any enquiry as to whether an Event of a legal or beneficial owner Default shall have occurred. Each of the SharesCollateral Agent, any person falling within Sub-clause (B) and any Receiver shall have full power to delegate the power conferred on it by Clause 15.1 (Appointment and Powers), but no such delegation shall preclude the subsequent exercise of such power by the Collateral Agent or any person falling within Sub-clause (B) or any Receiver (as the case may be) itself or preclude the Collateral Agent or any person falling within Sub-clause (B) or any Receiver (as the case may be) from making a subsequent delegation thereof to some other person; any such delegation may be revoked by the Collateral Agent or any person falling within Sub-clause (B) or any Receiver (as the case may be) at any time.

Appointment and Powers. We If the Pledgor hereby makeconstruction of the Project or any section or sections thereof, constitute shall not proceed in accordance with the terms of the Loan Contract, as amended by this Agreement or any subsequent amendment to the Loan Contract, or if default shall be made in the payment of any installment of or on account of interest on or principal of any Note when and appoint JSC VTB BANK (as the “Pledgee”), acting by any of its directors or officers from time to time, same shall be required to be our true made and lawful proxy and attorney such default shall continue for thirty (30) days, the “Attorney”Administrator may appoint a supervisor (hereinafter called the "Supervisor") with full power and authorityfor the System, and in our name and place or in such section or sections thereof as the name of the Attorney, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”)Administrator shall designate, as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting representative of the shareholders Government and notify the Borrower of such appointment and the duration thereof. The Supervisor shall take such steps as he deems necessary to assure construction or operation of the Company, including meetings of Project in accordance with the members of any particular class of shareholder, and all or any adjournment of such meetingsterms hereof, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices such portion or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar portions thereof as may be done in designated by the Pledgor’s capacity as registered holder Administrator, or to assure performance of any other obligations of the Shares; and (b) Borrower pursuant to executethe provisions of the Loan Contract, deliver as amended by this Agreement and perfect all documents any subsequent amendment, or of the Notes, and shall have power to operate the System and other property of the Borrower necessary to the operation of the System, and do all things which an Attorney may consider reasonably incident to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of the powers herein granted, including, without limitation, directing the conservation of any right funds of the Borrower, the collection of all debts due it, the payment of all expenses of the Borrower from any of its funds, the termination of the employment of such employees of the Borrower as he shall determine upon and the employment of such persons, on such terms and conditions as he may designate, as he shall deem necessary to assist him in carrying out his functions. The salaries, fees, disbursements and the expenses of the Supervisor and of any employee appointed by him shall be paid by the Borrower; provided, however, that the salaries, fees, disbursements and expenses of any Supervisor who shall be an employee of the Government, and of any assistants who shall be employees of the Government, shall not be payable by the Borrower unless and to the extent that the Administrator, upon written notification to the Borrower, shall so require. So long as the appointment of the Supervisor shall be in effect, all checks, drafts, and orders drawn on any bank account maintained by the Borrower shall be countersigned by the Supervisor, except that, if the proper officers or employees of the Borrower shall refuse to sign any such check, draft or order, the Supervisor shall have full power and authority to sign such check, draft or order for the Borrower without the requirement of any other signature thereon, if such check, draft or order is required to carry out the obligation of the Borrower hereunder. The Borrower hereby constitutes the Administrator its agent for the purpose of notifying any bank in which any account of the Borrower shall be maintained of the appointment of a legal or beneficial owner Supervisor and of the Shares)provisions hereunder with respect thereto, and agrees that such notice shall include a direction to any such bank with respect to the signing or countersigning of the checks, drafts or orders drawn on any such account as in this section provided. The Borrower shall comply with all reasonable instruction of the Supervisor incident to carrying out the obligations of the Borrower hereunder or the performance of the functions of the Supervisor.

Appointment and Powers. We By approving this Agreement and the Pledgor transactions contemplated hereby makeor by executing and delivering a Letter of Transmittal, constitute each Member shall have irrevocably approved the designation of Xxxxx Xxxxxxxx as the representative of such Member and appoint JSC VTB BANK as the joint attorneys-in-fact and agents for and on behalf of such Member (together, the “Pledgee”), acting by any of its directors or officers from time to time, to be our true and lawful proxy and attorney (the “AttorneySellers’ Representative”) with full power and authorityrespect to Claims under this ARTICLE V or Disputes (as defined in Section 6.4(a)), and in our name the taking by the Sellers’ Representative of any and place all actions and the making of any decisions required or in permitted to be taken by the name Sellers’ Representative under this Agreement, including the exercise of the Attorney, and on our behalf: power to: (a) to exercise all rights in relation to [NUMBER] Ordinary shares authorize, agree to, or initiate any proceeding challenging any proposed Closing Statement or the amount of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged any adjustments to the Pledgee Purchase Price pursuant to a deed of pledge dated [DATE] between the Pledgor Section 1.3, (b) agree to, negotiate, enter into settlements and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice compromises of, attending initiate legal proceedings with respect to and voting at comply with orders of courts and awards of arbitrators with respect to, any annual Claims or extraordinary general meeting Disputes arising under this ARTICLE V; (c) arbitrate, resolve, settle or compromise any Claim made under this ARTICLE V or Dispute; (d) executed and deliver any Company Ancillary Documents on behalf of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any Member; (e) receive notice or communications on behalf of any Member; (f) take delivery of the Purchase Price and distribute pursuant to Schedule 1.2(b); (g) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Sellers’ Representative in complying with its duties and obligations; and (h) take all other person; and actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. The Sellers’ Representative will have authority and power to act on behalf of such Member with respect to the disposition, settlement or other handling of (i) all Claims under this ARTICLE V, (ii) all rights or obligations arising under this ARTICLE V, (iii) all Disputes, (iv) otherwise executingany disputes, delivering claims or other proceedings relating to the adjustments described in Section 1.3 of this Agreement, and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (biv) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledgescertificates, mortgagescertifications, chargesrepresentation letters, assignments or other security documents required to be delivered by Members at the Closing. Each Members will be bound by all actions taken and documents executed by the Sellers’ Representative in connection with Sections 1.3, and this ARTICLE V. Buyer shall be entitled to deal exclusively with Sellers’ Representative on all matters relating to this Agreement and will be entitled to rely on any transfer action or decision of the Shares); and (ii) enabling the Pledgee Sellers’ Representative on any document executed or purported to exercisebe executed on behalf of any Member by Sellers’ Representative, and on any other action taken or delegate the exercise ofpurported to be taken on behalf of any Member by Sellers’ Representative, any as being fully binding upon such Person. Notices or communications to or from Sellers’ Representative shall constitute notice to or from each of the rightsMembers. Any decision or action by Sellers’ Representative hereunder, powers including any agreement between Sellers’ Representative and authorities conferred on them by or pursuant Buyer relating to the Deed of Pledge defense, payment or by law (including, the exercise settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Members and shall be final, binding and conclusive upon each such Person. No Member shall have the right of a legal to object to, dissent from, protest or beneficial owner of otherwise contest the Shares)same.

Appointment and Powers. We The Chargor hereby irrevocably appoints the Pledgor hereby makefollowing (each an "ATTORNEY" and collectively the "ATTORNEYS", constitute and appoint JSC VTB BANK (acting solely or jointly with the “Pledgee”other Attorneys), acting by any of its directors or officers namely: (A) the Collateral Agent; (B) each and every person to whom the Collateral Agent shall from time to time, to be our true and lawful proxy and attorney (time have duly delegated the “Attorney”) with full power and authority, and in our name and place or in the name exercise of the Attorney, power of attorney conferred by this Clause 16.1 (Appointment and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”Powers), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (ivC) any Receiver appointed hereunder and for the time being holding office, to be its attorney or attorneys and in its name and otherwise executingon its behalf and as its act and deed to sign, delivering seal, execute, deliver, perfect and doing do all deeds, instruments instruments, acts and acts in the Pledgor’s name insofar as things which may be done in required (or which the Pledgor’s capacity as registered holder of the Shares; and Collateral Agent, any person falling within Sub-clause (bB) to execute, deliver and perfect all documents and do all things which an Attorney may or any Receiver appointed hereunder shall reasonably consider to be required or desirable for: (irequisite) for carrying out any obligation imposed on the Pledgor Chargor, as the case may be, by or pursuant to this Fixed and Floating Charge (including but not limited to the obligations of the Chargor under Clause 4.1 (Further Deeds and Documents) and the covenants referred to in Clause 4.1 (Further Deeds and Documents)), for carrying out any sale, lease or other dealing by the Deed of Pledge (including the execution and delivery of Collateral Agent or any pledgessuch Receiver into effect, mortgages, charges, assignments for conveying or transferring any legal estate or other security interest in the Charged Property, for getting in the Charged Property, and any transfer of the Shares); and (ii) generally for enabling the Pledgee Collateral Agent or any person falling within Sub-clause (B) or any Receiver to exercise, or delegate exercise the exercise of, any of the rights, respective powers and authorities conferred on them by or pursuant to the Deed of Pledge this Fixed and Floating Charge or by law provided that the power contained in this Clause 16.1 (including, Appointment and Powers) shall not be exercisable unless and until the Security shall have become enforceable. The exercise of such power by the Collateral Agent or any right person falling within Sub-clause (B) or any Receiver shall not put any person dealing with it upon any enquiry as to whether a Event of a legal or beneficial owner Default shall have occurred. Each of the SharesCollateral Agent, any person falling within Sub-clause (B) and any Receiver shall have full power to delegate the power conferred on it by Clause 16.1 (Appointment and Powers), but no such delegation shall preclude the subsequent exercise of such power by the Collateral Agent or any person falling within Sub-clause (B) or any Receiver (as the case may be) itself or preclude the Collateral Agent or any person falling within Sub-clause (B) or any Receiver (as the case may be) from making a subsequent delegation thereof to some other person; any such delegation may be revoked by the Collateral Agent or any person falling within Sub-clause (B) or any Receiver (as the case may be) at any time.

Appointment and Powers. We Until the Pledgor Termination Date, You hereby make, irrevocably constitute and appoint JSC VTB BANK (the “Pledgee”), acting by Us and any of Our officers, employees or agents, with full power of substitution, as Your true and lawful attorneys-in-fact to act at the time an Event of Default occurs and during its directors continuance with full irrevocable power and authority in Your place and stead or officers in Our own name, for the purpose of carrying out the terms of this Agreement, to take any and all reasonably appropriate action and to execute any and all documents and instruments that may be reasonably necessary to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of You, without notice to or assent by You, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the UCC and as fully and completely as though We were the absolute owner thereof for all purposes, and to do, at Your expense, at any time, or from time to time, all acts and things which We deem reasonably necessary to be our true protect, preserve or realize upon the Collateral and lawful proxy and attorney (Our security interest therein, in order to effect the “Attorney”) with full power and authorityintent of this Agreement, the Guaranty, and in our name the other Loan Documents, all at least as fully and place or in the name of the Attorneyeffectively as You might do, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgorincluding, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”)without limitation, as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice ofthe exercise of voting rights with respect to voting securities, attending and voting at any annual or extraordinary general meeting which rights may be exercised, if We so elect, with a view to causing the liquidation of assets of the shareholders of the Company, including meetings of the members issuer of any particular class of shareholdersuch securities, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing the execution, delivery and returning proxy cardsrecording, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company any sale or other disposition of any other person; and (iv) otherwise executingCollateral, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Sharesendorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to executethe extent that Your authorization given in Section 5.2 above is not sufficient, deliver and perfect all documents and do all things which an Attorney to file such financing statements with respect hereto, as We may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)deem reasonably appropriate.

Appointment and Powers. We The Mortgagor hereby irrevocably appoints the Pledgor hereby makefollowing (each an "ATTORNEY" and collectively the "ATTORNEYS", constitute and appoint JSC VTB BANK (acting solely or jointly with the “Pledgee”other Attorneys), acting by any of its directors or officers namely: (A) the Collateral Agent; (B) each and every person to whom the Collateral Agent shall from time to time, to be our true and lawful proxy and attorney (time have duly delegated the “Attorney”) with full power and authority, and in our name and place or in the name exercise of the Attorney, power of attorney conferred by this Clause 15.1 (Appointment and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”Powers), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (ivC) any Receiver appointed hereunder and for the time being holding office, to be its attorney or attorneys and in its name and otherwise executingon its behalf and as its act and deed to sign, delivering seal, execute, deliver, perfect and doing do all deeds, instruments instruments, acts and acts in the Pledgor’s name insofar as things which may be done in required (or which the Pledgor’s capacity as registered holder of the Shares; and Collateral Agent, any person falling within Sub-clause (bB) to execute, deliver and perfect all documents and do all things which an Attorney may or any Receiver appointed hereunder shall reasonably consider to be required or desirable for: (irequisite) for carrying out any obligation imposed on the Pledgor Mortgagor, as the case may be, by or pursuant to this Deed (including but not limited to the obligations of the Mortgagor under Clauses 4 (Covenant to Deposit and Further Assurance) and 8 (Covenants and Undertakings), for carrying out any sale, lease or other dealing by the Deed of Pledge (including the execution and delivery of Collateral Agent or any pledgessuch Receiver into effect, mortgages, charges, assignments for conveying or transferring any legal estate or other security interest in the Mortgaged Property, for getting in the Mortgaged Property, and any transfer of the Shares); and (ii) generally for enabling the Pledgee Collateral Agent or any person falling within Sub-clause (B) or any Receiver to exercise, or delegate exercise the exercise of, any of the rights, respective powers and authorities conferred on them by or pursuant to the this Deed of Pledge or by law provided that the power contained in this Clause 15.1 (including, Appointment and Powers) shall not be exercisable unless and until the Mortgage shall have become enforceable. The exercise of such power by the Collateral Agent or any right person falling within Sub-clause (B) or any Receiver shall not put any person dealing with it upon any inquiry as to whether a Event of a legal or beneficial owner Default shall have occurred. Each of the SharesCollateral Agent, any person falling within Sub-clause (B) and any Receiver shall have full power to delegate the power conferred on it by Clause 15.1 (Appointment and Powers), but no such delegation shall preclude the subsequent exercise of such power by the Collateral Agent or any person falling within Sub-clause (B) or any Receiver (as the case may be) itself or preclude the Collateral Agent or any person falling within Sub-clause (B) or any Receiver (as the case may be) from making a subsequent delegation thereof to some other person; any such delegation may be revoked by the Collateral Agent or any person falling within Sub-clause 15.1(B) or any Receiver (as the case may be) at any time.

Appointment and Powers. We To the Pledgor hereby makeextent permitted by applicable law, constitute and appoint JSC VTB BANK (the “Pledgee”), acting Assignor by way of security irrevocably appoints the Collateral Agent or receiver or any of its directors or officers from time to time, person delegated by it as an attorney severally to be our true and lawful proxy and its attorney (the “Attorney”) with full power and authority, and in our name its name, on its behalf and place or in the name of the Attorney, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) act to execute, deliver and perfect all documents and do all things which an Attorney that the attorney may consider to be required or desirable for: (i) 7.1.1 carrying out any obligation imposed on the Pledgor Assignor by this Agreement or any other agreement binding on the Deed of Pledge Assignor to which the Collateral Agent is a party (including the execution and delivery of any pledges, mortgages, charges, agreements or any assignments or other security and any transfer transfers of the SharesAssigned Accounts); 7.1.2 enabling the Collateral Agent to exercise, or delegate the exercise of, all or any of the rights and powers conferred on it by this Agreement or by law; and (ii) 7.1.3 enabling any receiver or any person delegated by the Pledgee Collateral Agent as the attorney to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge this Agreement or by law law, provided always that the Collateral Agent may only be entitled to exercise the powers conferred upon it by the Assignor under this Clause 7 (includingPower of Attorney) if: (i) an Enforcement Event has occurred and is continuing; and/or (ii) the Collateral Agent has received notice from the Applicable Representative, the Loan Parties’ Agent and/or the Assignor that the Assignor has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure (with a copy of that notice being sent to the Loan Party’s Agent), provided further that the Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Assignor under this Clause 7 (Power of any right of a legal or beneficial owner of Attorney) unless and until it shall have been (a) instructed to do so by the Shares)Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

Appointment and Powers. We If the Pledgor hereby makeconstruction of the Project or any section or sections thereof, constitute shall not proceed in accordance with the terms of the Loan Contract, as amended by this Agreement or any subsequent amendment to the Loan Contract, or if default shall be made in the payment of any installment of or on account of interest on or principal of any Note when and appoint JSC VTB BANK (as the “Pledgee”), acting by any of its directors or officers from time to time, same shall be required to be our true made and lawful proxy and attorney such default shall continue for thirty (30) days, the “Attorney”Administrator may appoint a supervisor (hereinafter called the "Supervisor") with full power and authorityfor the System, and in our name and place or in such section or sections thereof as the name of the Attorney, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”)Administrator shall designate, as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting representative of the shareholders Government and notify the Borrower of such appointment and the duration thereof. The Supervisor shall take such steps as he deems necessary to assure construction or operation of the Company, including meetings of Project in accordance with the members of any particular class of shareholder, and all or any adjournment of such meetingsterms hereof, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices such portion or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar portions thereof as may be done in designated by the Pledgor’s capacity as registered holder Administrator, or to assure performance of any other obligations of the Shares; and (b) Borrower pursuant to executethe provisions of the Loan Contract, deliver as amended by this Agreement and perfect all documents any subsequent amendment, or of the Notes, and shall have power to operate the System and other property of the Borrower necessary to the operation of the System, and do all things which an Attorney may consider reasonably incident to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of the powers herein granted, including, without limitation, directing the conservation of any right funds of the Borrower, the collection of all debts due it, the payment of all expenses of the Borrower from any of its funds, the termination of the employment of such employees of the Borrower as he shall determine upon and the employment of such persons, on such terms and conditions as he may designate, as he shall deem necessary to assist him in carrying out his functions. The salaries, fees, disbursements and the expenses of the Supervisor and of any employee appointed by him shall be paid by the Borrower; provided, however, that the salaries, fees, disbursements and expenses of any Supervisor who shall be an employee of the Government, and of any assistants who shall be employees of the Government, shall not be payable by the Borrower unless and to the extent that the Administrator, upon written notification to the Borrower, shall so require. So long as the appointment of the Supervisor shall be in effect, all checks, drafts, and orders drawn on any bank account maintained by the Borrower shall be countersigned by the Supervisor, except that, if the proper officers or employees of the Borrower shall refuse to sign any such check, draft or order, the Supervisor shall have full power and authority to sign such check, draft or order for the Borrower without the requirement of any other signature thereon, if such check, draft or order is required to carry out the obligations of the Borrower hereunder. The Borrower hereby constitutes the Administrator its agent for the purpose of notifying any bank in which any account of the Borrower shall be maintained of the appointment of a legal or beneficial owner Supervisor and of the Shares)provisions hereunder with respect thereto, and agrees that such notice shall include a direction to any such bank with respect to the signing or countersigning of the checks, drafts or orders drawn on any such account as in this section provided. The Borrower shall comply with all reasonable instruction of the Supervisor incident to carrying out the obligations of the Borrower hereunder or the performance of the functions of the Supervisor.

Appointment and Powers. We Each Borrower hereby irrevocably constitutes and appoints the Pledgor hereby makeLender and any officer or agent thereof, constitute and appoint JSC VTB BANK (the “Pledgee”)with full power of substitution, acting by any of its directors or officers from time to time, to be our as such Borrower’s true and lawful proxy and attorney (the “Attorney”) attorney-in-fact, coupled with an interest, with full power and authority, authority to act in place and in our name stead of each Borrower and place or in the name of such Borrower or it Lender’s own name, from time to time in Lender’s discretion, for the Attorneypurpose of carrying out the terms of this Agreement, to take any and all appropriate actions and to execute any and all documents and instruments which may be necessary or desirable to the foregoing, each Borrower hereby gives the Lender the power and right, on our behalfbehalf of each Borrower, without notice or assent (in each case at the sole risk, cost and expense of such Borrower but for the benefit of the Lender) to do the following: (a) to exercise all rights in relation to [NUMBER] Ordinary shares at any time or times (whether or not an Event of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”Default has occurred), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice ofto supplement and amend from time to time Sections 5, attending 6, 7 and voting at any annual or extraordinary general meeting 8 of the shareholders Master Disclosure Schedule attached hereto to include any new or additional registered Trademarks, Patents, registered Copyrights, Software and Licenses of such Borrower, (ii) to file and record without such Borrower’s signature, or to sign such Borrower’s name to and file and record, financing statements, security agreements with the PTO and Copyright Office, and any other instruments (including applications to name the Lender as lienholder on any motor vehicle or other certificates of title) in order to perfect or maintain the perfection and priority of the Companysecurity interest granted to the Lender hereunder, including meetings (iii) to pay or discharge any taxes or Liens levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of the members of any particular class of shareholder, Loan Documents and to pay all or any adjournment of such meetings, or signing any resolution as registered holder part of the Shares; (ii) completing premiums thereof and returning proxy cardsthe costs thereof, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts to take such other reasonable actions as the Lender may deem necessary in order to perfect or maintain the perfection or priority of the Lender’s security interest in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the SharesCollateral or any portion thereof; and (b) in addition to executethe actions described above, deliver at any time or times after the occurrence and perfect all documents and do all things which an Attorney may consider to be required or desirable for: during the continuance of any Event of Default, (i) carrying out to protect the Lender’s security interest in the Collateral or any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares)portion thereof; and (ii) enabling to receive and open such Borrower’s mail, remove therefrom and hold or apply any Collateral and dispose of such mail or turn over such mail (other than such Collateral) to such Borrower or any trustee in bankruptcy, receiver, assignee for benefit of creditors or other legal representatives to whom the Pledgee Lender determines to exercisebe the appropriate recipient thereof; (iii) to endorse the name of such Borrower in favor of the Lender upon any and all checks, or delegate drafts, notes, money orders, acceptances and other items, Instruments and forms of payment, and to sign and endorse the exercise ofname of such Borrower on, and receive as secured party, any of the rightsCollateral; (iv) to ask or demand for, powers collect, receive payment of and authorities conferred on them by receipt for, any and all moneys, claims and other amounts due or pursuant to become due at any time in respect of or arising out of any Collateral; (v) to sign such Borrower’s name to any invoices, schedules, freight or express receipts, bills of lading, and other Documents or writings of a similar or different nature, relating to the Deed Collateral; (vi) to sign the name of Pledge such Borrower on any schedules and assignments of Accounts, and on notices of assignment, financing statements and other public records relating to the Collateral, and on any notice to such Borrower’s account debtors for verification of the Accounts; (vii) to prosecute, defend, compromise or release any action relating to the Collateral; (viii) to notify the post office authorities to change the address for delivery of such Borrower’s mail to an address designated by law the Lender, and to sign change of address forms therefore; (ix) to sign such Borrower’s name in proofs of claim in bankruptcies of account debtors, notices of lien, claims of mechanics liens, or assignments or releases of any Liens securing the Accounts; (x) to take any such actions as may be necessary to obtain payment of any letter of credit of which such Borrower is a beneficiary; (xi) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of such Borrower; (xii) to notify any Persons of the rights and interests of the Lender, of the applicable Events of Default and of any matter relating to Collateral; (xiii) to execute, in connection with any sale provided for in the UCC or otherwise, any endorsements, assignments, bills of sale, or other instruments of conveyance or transfer or other agreements with respect to the Collateral; (xiv) to take any and all other actions (including, without limitation, the right to sxx in the name of such Borrower or the Lender to collect upon any and all Collateral and to settle, adjust or compromise any and all claims with respect to Collateral including insurance claims) as the Lender shall deem necessary or expedient to convert the Collateral into cash; and (xv) otherwise to exercise of any right of a legal rights or beneficial owner remedies of the Shares)Lender hereunder or under any of the Loan Documents, or otherwise under agreement or applicable law, including the UCC.

Appointment and Powers. We Each of the Pledgor Sellers hereby makeappoints Xxxxxxx Xxxxxxxx as such Seller’s attorney-in-fact (in such capacity, constitute and appoint JSC VTB BANK (the “PledgeeSellers’ Representative”), acting by any of its directors or officers from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authority, including power of substitution, acting in the name of and for and on behalf of such Seller to: (a) resolve any disputes with Encore pursuant to any Leakage Payment; (b) pursue, defend and settle any indemnification claims, whether made by or against the Sellers, pursuant to Article 10, and to do all other things and to take all other actions after the Closing that the Sellers’ Representative may consider necessary or appropriate to resolve any such indemnification claims; (c) authorize the Escrow Agent to release all or any portion of the Escrow Amount to Encore Indemnitees in our name and place satisfaction of (i) any Leakage Payment or (ii) any indemnification claims made by such Encore Indemnitees; (d) establish a bank account in the name of the AttorneySellers’ Representative (as representative of the Sellers), at such bank as may be designated by the Sellers’ Representative, and on our behalf: (a) to exercise all rights in relation receive and disburse from such account any payments of Purchase Price to [NUMBER] Ordinary shares of €1.71 each (which the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee Sellers may be entitled pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fitthis Agreement, including (but not limited to): (i) receiving notice of, attending the Closing Cash Payment and voting at (ii) any annual release of Escrow Amount (or extraordinary general meeting any portion thereof) to the Sellers’ Representative (for the benefit of the shareholders of Sellers) pursuant to the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the SharesEscrow Agreement; (iie) completing and returning proxy cards, consents to short notice and resolve any other documents dispute with Encore over any aspect of this Agreement, including demanding and/or participating in arbitration proceedings with respect to such disputes and complying with any Orders issued in connection therewith; (f) give and receive notices and communications that are required to be signed by the registered holder of the Sharesgiven, or that may be given, pursuant to this Agreement; (iiig) dealing with negotiate, agree to and giving directions as to enter into any moneysagreement (including settlements and releases), securities, benefits, documents, notices or other communications (in whatever form) arising by right on behalf of the Shares or received in connection with Sellers, to effectuate any of the Shares from foregoing, which agreements shall have the Company or any other personeffect of binding such Sellers as if such Sellers had personally entered into such agreements; and (ivh) otherwise executing, delivering do all other things and doing take all deeds, instruments and acts other actions under or related to this Agreement that the Sellers’ Representative may consider necessary or appropriate in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder judgment of the Shares; and Sellers’ Representative to accomplish the foregoing or for the accomplishment of any other action required by the terms of this Agreement (bincluding actions related to Taxes and Tax matters provided for in Article 11) and to executeotherwise effectuate the transactions contemplated by this Agreement. This appointment and power of attorney shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, deliver whether by the death or incapacity or liquidation or dissolution of any Seller or the occurrence of any other event or events, and perfect all documents and do all things which an Attorney the Sellers’ Representative may consider not terminate this power of attorney with respect to any Seller or such Seller’s successors or assigns without the consent of Encore. No bond shall be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling Sellers’ Representative, and the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or Sellers’ Representative shall receive no compensation for its services pursuant to this Agreement. Notices or communications to or from the Deed of Pledge Sellers’ Representative shall constitute notice to or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)from each Seller.

Appointment and Powers. We The Chargor by way of security irrevocably (within the Pledgor hereby make, constitute meaning of Section 4 of the Powers of Attorney Ordinance (Cap. 31)) appoints the Collateral Agent and appoint JSC VTB BANK (the “Pledgee”), acting by any of its directors or officers from time to time, Receiver severally to be our true and lawful proxy and its attorney (the “Attorney”) with full power and authority, and in our name its name, on its behalf and place or in the name of the Attorney, as its act and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to execute, deliver and perfect all documents (including, without limitation, any sold notes, any stock transfer forms and other instruments of transfer in respect of the Shares) and do all things which an Attorney the attorney may consider to be required or desirable for: (ia) carrying out any obligation imposed on the Pledgor Chargor by this Agreement or any other agreement binding on the Deed of Pledge Chargor to which the Collateral Agent is a party (including the execution and delivery of any pledges, mortgagesdeeds, charges, assignments or other security and any transfer transfers of the SharesCharged Portfolio); (b) enabling the Collateral Agent to exercise, or delegate the exercise of, all or any of the Collateral Rights; and (iic) enabling the Pledgee any Receiver to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge this Agreement or by law law, provided always that the Collateral Agent may only be entitled to exercise the powers conferred upon it by the Chargor under this Clause 8.1 if: (includingi) an Enforcement Event has occurred and is continuing; and/or (ii) the Collateral Agent has received notice from the Applicable Representative, the Loan Parties’ Agent and/or the Chargor that the Chargor has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure (with a copy of that notice being sent to the Loan Party’s Agent), provided further that the Collateral Agent shall not be obliged to exercise of any right of a legal or beneficial owner of the Shares)powers conferred upon it by the Chargor under this Clause 8.1 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

Appointment and Powers. We By the Pledgor execution and delivery of this Agreement, each Seller Party hereby makeirrevocably constitutes and appoints Xxxxxx X. Xxxx as the true and lawful agent and attorney-in-fact of such Seller Party with full powers of substitution to act in the name, constitute place and appoint JSC VTB BANK (stead of thereof with respect to the “Pledgee”)performance on behalf of such Seller Party under the terms and provisions of this Agreement, acting by any of its directors or officers as the same may be from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authoritytime amended, and in our name to do or refrain from doing all such further acts and place or in the name things, and to execute all such documents on behalf of the AttorneySeller Parties, and on our behalfif any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement, including without limitation: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged agree upon or compromise any matter related to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members calculation of any particular class of shareholderadjustments, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Sharesunder this Agreement; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to executedirect the distribution of the Purchase Price payable hereunder, deliver which, as between the Seller Parties, shall be distributed pro rata between them in accordance with their ownership percentages of the Company immediately prior to Closing ("Pro Rata"); (c) to act for the Seller Parties with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of the Seller Parties any indemnification Claim made by or against the Seller Parties, if any; (d) to act for the Seller Parties with respect to all post-Closing matters, including to consent to the payment of funds from the Escrow Fund to Buyer and/or to petition the Escrow Agent for the release of any or all funds due to the Sellers under the Escrow Agreement; (e) to terminate, amend or waive any provision of this Agreement; provided that any such action, if material to the rights and perfect obligations of the Seller Parties in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all documents the Seller Parties unless otherwise agreed by each of the Seller Parties who is subject to any disparate treatment of a potentially adverse nature; (f) to employ and do all things which an Attorney may consider obtain the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as the Seller Representative and to be required rely on their advice and counsel; (g) to incur and pay out of the Purchase Price expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or desirable for:in any way relating to such transaction or any indemnification Claim, whether incurred prior or subsequent to Closing; (h) to retain a portion of the Purchase Price as a reserve against the payment of expenses incurred in his capacity as the Seller Representative; (i) carrying out to receive all or any obligation imposed on portion of the Pledgor by Purchase Price payable hereunder and to distribute the Deed of Pledge same to the Sellers Pro Rata; (including the execution and delivery of j) to sign any pledges, mortgages, charges, assignments releases or other security and documents with respect to dispute or remedy arising under this Agreement or any transfer of the Shares)Ancillary Documents; and (iik) enabling to do or refrain from doing any further act or deed on behalf of the Pledgee Sellers which the Seller Representative deems necessary or appropriate in his sole discretion relating to exercise, or delegate the exercise of, subject matter of this Agreement as fully and completely as any of the rights, powers Sellers could do if personally present and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)acting.

Appointment and Powers. We Until the Pledgor Termination Date, You hereby make, irrevocably constitute and appoint JSC VTB BANK (the “Pledgee”), acting by Us and any of Our officers, employees or agents, with full power of substitution, as Your true and lawful attorneys-in-fact at the time an Event of Default occurs and during its directors continuance with full irrevocable power and authority in Your place and stead or officers in Our own name, for the purpose of carrying out the terms of this Agreement, to take any and all reasonably appropriate action and to execute any and all documents and instruments that may be reasonably necessary to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of You, without notice to or assent by You, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the UCC and as fully and completely as though We were the absolute owner thereof for all purposes, and to do, at Your expense, at any time, or from time to time, all acts and things which We deem reasonably necessary to be our true protect, preserve or realize upon the Collateral and lawful proxy and attorney (Our security interest therein, in order to effect the “Attorney”) with full power and authorityintent of this Agreement, the Guaranty, and in our name the other Loan Documents, all at least as fully and place or in the name of the Attorneyeffectively as You might do, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgorincluding, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”)without limitation, as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice ofthe exercise of voting rights with respect to voting securities, attending and voting at any annual or extraordinary general meeting which rights may be exercised, if We so elect, with a view to causing the liquidation of assets of the shareholders of the Company, including meetings of the members issuer of any particular class of shareholdersuch securities, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing the execution, delivery and returning proxy cardsrecording, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company any sale or other disposition of any other person; and (iv) otherwise executingCollateral, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Sharesendorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to executethe extent that Your authorization given in Section 5.4 above is not sufficient, deliver and perfect all documents and do all things which an Attorney to file such financing statements with respect hereto, as We may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares)deem reasonably appropriate.

Appointment and Powers. We the Pledgor hereby make, constitute and appoint JSC VTB BANK (the “Pledgee”), acting by any of its directors or officers from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authority, and in our name and place or in the name of the Attorney, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including By the execution and delivery of any pledgesthis Agreement, mortgageseach Seller hereby irrevocably constitutes and appoints Xxxxxxx X. Xxxxxxx, charges, assignments or other security Xx. as the true and any transfer lawful agent and attorney-in-fact of the Shares)Company and such Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of the Company and such Seller under the terms and provisions of this Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of the Company and the Sellers, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement, including, but not limited to: (i) agree upon or compromise any matter related to the calculation of any adjustments, under this Agreement; and (ii) enabling direct the Pledgee distribution of the Purchase Price; (iii) act for the Sellers with respect to exerciseall indemnification matters referred to in this Agreement, including the right to compromise on behalf of the Sellers any indemnification claim made by or against the Sellers, if any; (iv) act for the Sellers with respect to all post-Closing matters including pursuant to Section 9; (v) terminate, amend or waive any provision of this Agreement; provided that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all the Sellers unless otherwise agreed by each of the Sellers who is subject to any disparate treatment of a potentially adverse nature; (vi) employ and obtain the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as the Seller Representative and to rely on their advice and counsel; (vii) incur and pay out of the Purchase Price expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) retain a portion of the Purchase Price as a reserve against the payment of expenses incurred in his capacity as the Seller Representative; (ix) receive all or any portion of the Purchase Price and to distribute the same to the Sellers pro rata in proportion to their Ownership Percentages; (x) sign any releases or other documents with respect to and dispute or remedy arising under the Transaction Documents; and (xi) do or refrain from doing any further act or deed on behalf of the Sellers which the Seller Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as any of the Sellers could do if personally present and acting. (b) The appointment of the Seller Representative will be deemed coupled with an interest and will be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative as the acts of the Sellers hereunder appointing the Seller Representative in all matters referred to in this Agreement or any other Transaction Document to which it is a party. Each Seller appointing the Seller Representative hereby ratifies and confirms all that the Seller Representative will do or cause to be done by virtue of the Seller Representative’s appointment as representative of the Sellers. The Seller Representative will act for the Sellers appointing the Seller Representative on all of the matters set forth in this Agreement in the manner the Seller Representative believes to be in the best interest of the Sellers but the Seller Representative will not be responsible to the Sellers for any loss or damage that any of the Sellers may suffer by reason of the performance by the Seller Representative of such Representative’s duties under this Agreement and any other agreement appointing such Representative, other than loss or damage arising from fraud or willful misconduct in the performance of such Representative’s duties under this Agreement. (c) Each of the Sellers appointing the Seller Representative hereunder hereby expressly acknowledges and agrees that the Seller Representative is authorized to act on behalf of such Seller notwithstanding any dispute or disagreement among such Sellers, and that any Person will be entitled to rely on any and all action taken by the Seller Representative under this Agreement without liability to, or delegate the exercise obligation to inquire of, any of the rightsSellers. If the Seller Representative shall die, powers and authorities conferred on them become disabled, resign or otherwise be unable to fulfill his responsibilities as agent of the Sellers, then the Sellers shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Buyer in writing of the identity of such successor. Any such successor shall be appointed by or pursuant the written consent of the Sellers who held a majority of the outstanding stock of Company immediately prior to the Deed Closing and any successor so appointed shall become the “Seller Representative” for purposes of Pledge this Agreement. The Sellers appointing the Seller Representative do hereby jointly and severally agree to indemnify and hold the Seller Representative harmless from and against any and all Losses reasonably incurred or by law (including, the exercise of any right of suffered as a legal or beneficial owner result of the Shares)performance of such Representative’s duties under this Agreement, except for any such liability arising out of the gross negligence or willful misconduct of the Seller Representative. (d) The Seller Representative will not be entitled to any fee, commission or other compensation for the performance of his services hereunder, but will be entitled to the payment from the Sellers of all his expenses incurred as the Seller Representative.

Appointment and Powers. We The Chargor hereby irrevocably appoints the Pledgor hereby makefollowing (each an "ATTORNEY" and collectively the "ATTORNEYS", constitute and appoint JSC VTB BANK (acting solely or jointly with the “Pledgee”other Attorneys), acting by any of its directors or officers namely: (A) the Collateral Agent; (B) each and every person to whom the Collateral Agent shall from time to time, to be our true and lawful proxy and attorney (time have duly delegated the “Attorney”) with full power and authority, and in our name and place or in the name exercise of the Attorney, power of attorney conferred by this Clause 15.1 (Appointment and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”Powers), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (ivC) any Receiver appointed hereunder and for the time being holding office, to be its attorney or attorneys and in its name and otherwise executingon its behalf and as its act and deed to sign, delivering seal, execute, deliver, perfect and doing do all deeds, instruments instruments, acts and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to reasonably be required (or desirable for: which the Collateral Agent, any person falling within Sub-clause (iB) or any Receiver appointed hereunder shall reasonably consider requisite) for carrying out any obligation imposed on the Pledgor Chargor, as the case may be, by or pursuant to this Deed (including but not limited to the obligations of the Chargor under Clauses 4 (Covenant to Deposit and Further Assurance) and 8 (Covenants and Undertakings), for carrying out any sale, lease or other dealing by the Deed of Pledge (including the execution and delivery of Collateral Agent or any pledgessuch Receiver into effect, mortgages, charges, assignments for conveying or transferring any legal estate or other security interest in the Charged Property, for getting in the Charged Property, and any transfer of the Shares); and (ii) generally for enabling the Pledgee Collateral Agent or any person falling within Sub-clause (B) or any Receiver to exercise, or delegate exercise the exercise of, any of the rights, respective powers and authorities conferred on them by or pursuant to the this Deed of Pledge or by law provided that the power contained in this Clause 15.1 (including, Appointment and Powers) shall not be exercisable unless and until the Charge shall have become enforceable. The exercise of such power by the Collateral Agent or any right person falling within Sub-clause (B) or any Receiver shall not put any person dealing with it upon any enquiry as to whether a Event of a legal or beneficial owner Default shall have occurred. Each of the SharesCollateral Agent, any person falling within Sub-clause (B) and any Receiver shall have full power to delegate the power conferred on it by this Clause 15.1 (Appointment and Powers), but no such delegation shall preclude the subsequent exercise of such power by the Collateral Agent or any person falling within Sub-clause (B) or any Receiver (as the case may be) itself or preclude the Collateral Agent or any person falling within Sub-clause (B) or any Receiver (as the case may be) from making a subsequent delegation thereof to some other person; any such delegation may be revoked by the Collateral Agent or any person falling within Sub-clause 15.1(B) or any Receiver (as the case may be) at any time.