Common use of POST-COMPLETION OBLIGATIONS Clause in Contracts

POST-COMPLETION OBLIGATIONS. 8.1 QIWI covenants that (i) within thirty (30) days of Completion Date 1, it shall cause to be registered on Form F-3 and the related prospectus supplement all but not less than all of the Subscription Shares 1 in the form of ADSs owned by the Investor to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act; and (ii) within ten (10) days of Completion Date 2, it shall cause to be registered on a prospectus supplement to the Form F-3 previously filed pursuant to this clause 8.1 all but not less than all of the Subscription Shares 2 in the form of ADSs owned by the Investor to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act. In both cases, QIWI shall maintain the effectiveness of such Form F-3 until all of the Subscription Shares included on such Form F-3 have been disposed of, if and to the extent that the Investor is deemed an affiliate of QIWI under the Securities Act as reasonably determined by QIWI. It shall be a condition precedent to the obligations of QIWI to take any action pursuant to this clause 8.1 with respect to the registration of the Subscription Shares that the Investor furnish to QIWI such information regarding itself and the intended method of disposition of the Subscription Shares and, prior to Completion 1, other information concerning the Group Companies (including any financial information of the Group Companies required to be filed pursuant to Form F-3) as is reasonably requested by QIWI to effect the registration of the Subscription Shares. Any such information furnished to QIWI by the Investor for use in the registration statement on Form F-3 shall not contain any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All expenses incurred in connection with the registration of the Subscription Shares on Form F-3, including all registration, filing, and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for QIWI, shall be borne by QIWI. 8.2 The Investor Guarantor and the Investor agree and covenant with QIWI that they and their Affiliates and Related Parties will establish appropriate policies in accordance with best practices in the financial industry restricting the flow of information concerning QIWI, including any material non-public information, between the Otkritie Director and any division within the Investor Guarantor, the Investor and each of their Affiliates and Related Parties carrying out brokerage or trading activities (including repurchase transactions) within the Investor Guarantor group of companies (including those policies known as “Chinese Walls”). 8.3 Following the registration of the Subscription Shares under the Securities Act pursuant to clause 8.1, QIWI shall, and shall procure that its Affiliates shall, do, execute and perform all such further deeds, documents, assurances, acts and things as may be reasonably requested by the Investor in order to assist the Investor with the initial deposit of the Subscription Shares in QIWI’s American depositary shares program in accordance with the provisions of the Deposit Agreement. 8.4 Unless the Form F-3 and the related prospectus supplement have been registered in accordance with Clause 8.1 above, the Investor shall not offer or sell, and shall procure that any transferee of the Subscription Shares shall not offer or sell, within forty (40) days of issuance of the Subscription Shares 1 and of the Subscription Shares 2, the Subscription Shares 1 and/or the Subscription Shares 2 to any U.S. person (as such term is defined under Regulation S of the Securities Act) or for the account or benefit of a U.S. person. 8.5 If QIWI fails to file Form-F-3 of either the Subscription Shares 1 or the Subscription Shares 2 in accordance with clause 8.1, then QIWI shall pay to the Investor an amount totalling RUB 250,000,000 (two hundred and fifty million roubles) as liquidated damages and not as a penalty, in recognition of the fact that under such circumstances it would be impossible to calculate precisely the monetary damages incurred by the Investor and that such sum represents a genuine covenanted pre-estimate of, and prior consideration for, the costs, expenses and lost value to the Investor resulting from the failure of QIWI to satisfy such covenant. Following such payment, QIWI shall no longer be under any obligation with respect to the registration of the Subscription Shares pursuant to clause 8.1. 8.6 None of the Investor, the Investor Guarantor or any of their Related Parties shall, and each shall procure that each of their Affiliates shall not, directly or indirectly: 8.6.1 for a period of five (5) years from the Completion Date 2, participate, directly or indirectly, in any projects in the Russian Federation as well as in any Persons, irrespective of their place and form of incorporation, if their core business is a Restricted Business; and 8.6.2 at any time after Completion Date 1, attempt to use any Intellectual Property owned by any Group Company at Completion Date 1. Neither Party, nor any of its Related Parties, for a period of two (2) years from the Completion Date 1 shall employ or solicit for employment, hire or otherwise retain, any person knowing such person or a related person to be an employee of the Group Companies, provided that such Party or Related Party may (i) solicit for employment or employ or attempt to employ any persons who are no longer employed by the Group Companies at the time of their first contact with them, (ii) engage in general solicitations of employment not specifically directed at employees of the Group Companies, or (iii) employ any person (other than a person who becomes known to such Party or Related Party in connection with the Transaction) who contacts such Party or Related Party on his or her own initiative without any direct or indirect solicitation (other than general solicitations described in the foregoing clause (ii)) by or encouragement from such Party or Related Party.

POST-COMPLETION OBLIGATIONS. 8.1 QIWI covenants that 7.1 On and with effect from Completion, each Vendor hereby appoints the Purchaser as its lawful attorney for the purpose of signing any written resolutions or receiving notices of and attending and voting at all meetings of the members of the Company in respect of the Shares set forth against such Vendor’s name in Schedule 1 during the period commencing from Completion and ending on the day on which the Purchaser or its nominee is entered in the register of members of the Company as the holder of such Shares and this power of attorney (iwhich is given by way of security to secure the performance of obligations owed by each Vendor to the Purchaser under this Agreement) within thirty shall be irrevocable. The Purchaser undertakes to use all reasonable endeavours (30including paying or procuring the prompt payment of any stamp duty or stamp duty reserve tax payable on the transfer of the Shares to the Purchaser by the Vendors) days to procure the entry of the Purchaser or its nominee on the register of members of the Company as the holder of the Shares as soon as reasonably practicable. 7.2 Following Completion, the parties shall comply with their respective obligations set out in Schedule 7. 7.3 The Vendors each undertake to the Purchaser to procure that, as soon as reasonably practicable after the Completion Date 1, it shall cause to be registered on Form F-3 and in any event within 30 Business Days therefrom the related prospectus supplement all but not less than all name of any entity over which either of the Subscription Shares 1 in Vendors or the form Vendors together exercise Control which consists of ADSs owned by or incorporates the Investor words “Xxxxx XxXxxxxx” (including, for the avoidance of doubt, Xxxxx XxXxxxxx Properties Limited) is changed to be offered on a delayed or continuous basis pursuant name which does not include and is not confusingly similar to Rule 415 “Xxxxx XxXxxxxx”. 7.4 As soon as reasonably possible after Completion each Vendor shall deliver to the registered office of the Securities Act; Company any records, correspondence, documents, files, memoranda and (ii) within ten (10) days other papers in his possession which are the property of Completion Date 2, it shall cause to be registered on a prospectus supplement to the Form F-3 previously filed pursuant to this clause 8.1 all but not less than all of the Subscription Shares 2 in the form of ADSs owned by the Investor to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act. In both cases, QIWI shall maintain the effectiveness of such Form F-3 until all of the Subscription Shares included on such Form F-3 have been disposed of, if and to the extent that the Investor is deemed an affiliate of QIWI under the Securities Act as reasonably determined by QIWI. It shall be a condition precedent to the obligations of QIWI to take any action pursuant to this clause 8.1 with respect to the registration of the Subscription Shares that the Investor furnish to QIWI such information regarding itself and the intended method of disposition of the Subscription Shares and, prior to Completion 1, other information concerning the Group Companies (including any financial information of the Group Companies required to be filed pursuant to Form F-3) as is reasonably requested by QIWI to effect the registration of the Subscription Shares. Any such information furnished to QIWI by the Investor for use in the registration statement on Form F-3 shall not contain any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All expenses incurred in connection with the registration of the Subscription Shares on Form F-3, including all registration, filing, and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for QIWI, shall be borne by QIWICompany. 8.2 7.5 The Investor Guarantor and the Investor agree and covenant with QIWI that they and their Affiliates and Related Parties will establish appropriate policies in accordance with best practices in the financial industry restricting the flow of information concerning QIWI, including any material non-public information, between the Otkritie Director and any division within the Investor Guarantor, the Investor and each of their Affiliates and Related Parties carrying out brokerage or trading activities (including repurchase transactions) within the Investor Guarantor group of companies (including those policies known as “Chinese Walls”). 8.3 Following the registration of the Subscription Shares under the Securities Act pursuant to clause 8.1, QIWI Purchaser shall, and shall procure that its Affiliates each Group Company shall, domake available to each Vendor any books and records (including all notices, execute correspondence, books of account and perform other documents and all such further deeds, documents, assurances, acts and things as may be reasonably requested by the Investor in order to assist the Investor with the initial deposit computer disks or other electronic records) of the Subscription Shares Group which are reasonably necessary for any Vendor, whether in QIWI’s American depositary shares program in accordance with the provisions his capacity as selling shareholder and/or former director of the Deposit Agreement. 8.4 Unless the Form F-3 and the related prospectus supplement have been registered in accordance with Clause 8.1 aboveCompany or otherwise howsoever, to complete tax returns or other legal or regulatory filings, and, accordingly, the Investor shall not offer or sellPurchaser shall, and shall upon being given reasonable notice by any Vendor, procure that any transferee of the Subscription Shares shall not offer or sell, within forty such books and records are made available to such Vendor for inspection and copying (40at such Vendor’s expense) days of issuance of the Subscription Shares 1 and of the Subscription Shares 2, the Subscription Shares 1 and/or the Subscription Shares 2 to any U.S. person (as such term is defined under Regulation S of the Securities Act) or for the account or benefit of a U.S. person. 8.5 If QIWI fails to file Form-F-3 of either the Subscription Shares 1 or the Subscription Shares 2 in accordance with clause 8.1, then QIWI shall pay to the Investor an amount totalling RUB 250,000,000 (two hundred and fifty million roubles) as liquidated damages and not as a penalty, in recognition of the fact that under such circumstances it would be impossible to calculate precisely the monetary damages incurred by the Investor and that such sum represents a genuine covenanted pre-estimate of, and prior consideration for, the costs, expenses and lost value to the Investor resulting from the failure of QIWI to satisfy such covenant. Following such payment, QIWI shall no longer be under any obligation with respect to the registration of the Subscription Shares pursuant to clause 8.1. 8.6 None of the Investor, the Investor Guarantor or any of their Related Parties shall, and each shall procure that each of their Affiliates shall not, directly or indirectly: 8.6.1 for a period of five (5) seven years from the Completion Date 2, participate, directly or indirectly, in any projects in the Russian Federation as well as in any Persons, irrespective of their place and form of incorporation, if their core business is a Restricted Business; and 8.6.2 at any time after Completion Date 1, attempt to use any Intellectual Property owned by any Group Company at Completion Date 1. Neither Party, nor any of its Related Parties, for a period of two (2) years from the Completion Date 1 shall employ or solicit for employment, hire or otherwise retain, any person knowing such person or a related person to be an employee of the Group Companies, provided that such Party or Related Party may (i) solicit for employment or employ or attempt to employ any persons who are no longer employed by the Group Companies at the time of their first contact with them, (ii) engage in general solicitations of employment not specifically directed at employees of the Group Companies, or (iii) employ any person (other than a person who becomes known to such Party or Related Party in connection with the Transaction) who contacts such Party or Related Party on his or her own initiative without any direct or indirect solicitation (other than general solicitations described in the foregoing clause (ii)) by or encouragement from such Party or Related PartyCompletion.

POST-COMPLETION OBLIGATIONS. 8.1 QIWI covenants that 15.1 The Parent shall take all actions required to deliver and issue the Consideration Shares to Songa. 15.2 The Parent shall use commercially reasonable efforts to (i) within thirty (30) days of Completion Date 1, it shall cause to be registered on Form F-3 and the related prospectus supplement all but not less than all obtain a secondary listing of the Subscription Consideration Shares 1 in on the form Oslo Stock Exchange or Oslo Axess with a first day of ADSs owned listing no later than by the Investor to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities ActLong Stop Date; and (ii) within ten maintain the listing on the Nasdaq Stock Market of the class of shares of Parent currently listed thereon for a period of 24 months following Completion. 15.3 Songa will observe and comply with the requirement to file a Schedule 13D, or, if eligible, a Schedule 13G, report of beneficial ownership with the SEC. Upon request, the Parent will reasonably cooperate with Songa in connection therewith. 15.4 For the avoidance of doubt, Songa (10or relevant Affiliate) days shall retain and have all rights to the trading name and company name "Songa" and the Purchaser Group shall refrain from using the Songa name in any combination of names, except that the Star Sub (which is and shall remain a sub-holding company which does not and shall not trade or otherwise seek visibility) shall be entitled to maintain its corporate name until 31 December 2018. The Vessels that bear the name "Songa" shall be renamed in conjunction with the change of technical managers. 15.5 Upon written request, each of the Seller Group companies and the Purchaser Group companies (each a "Requesting Party") shall procure that such Party after Completion Date 2grants the relevant Requesting Party reasonable access to information and other relevant information pertaining to the Vessels or the Sellers (or any of them), it respectively, from the period before Completion to the extent this is required for the Requesting Party to comply with its statutory obligations. The relevant Requesting Party shall cause cover any actual costs and expenses reasonably incurred by the Party giving access and/or providing information in connection herewith. 15.6 The respective Parties waive any rights and claims which such Party may directly have against any board member or employee of any other relevant Party in respect of any misrepresentation, inaccuracy or omission in any information or advice given by them in connection with the Transaction (including, without limitation, with respect to the Seller Group, the Sellers' Provided Information). This clause 15.6 shall not apply to any claims resulting from the gross negligence or wilful misconduct of Songa and/or any Seller, or any current or previous board member or employee of Songa or any Seller. 15.7 Songa shall provide Parent a reasonable opportunity to review all materials to be registered on a prospectus supplement disseminated to Songa's shareholders in connection with the submission of the Transaction to the Form F-3 previously filed pursuant to this clause 8.1 all but not less than all approval of the Subscription shareholders of Songa (the "Proxy Materials"), and shall include in such Proxy Materials all disclosures reasonably requested by Parent. 15.8 The Parent shall use commercially reasonable efforts to ensure that no filings, registrations or other approvals, save for corporate approvals of Songa, are required to effect a distribution of the Consideration Shares 2 to shareholders of Songa within one year of the date of approval of the Transaction by the shareholders of Songa (a "Consideration Shares Distribution"), and to, upon any Consideration Shares Distribution, facilitate the ability of the shareholders of Songa to hold the Consideration Shares in the VPS, (provided that, in the alternative, the Consideration Shares following such Consideration Shares Distribution will be recorded in book-entry form on Parent's share register, bearing a restrictive legend in customary form as to restrictions on transfer under the Securities Act, as well as appropriate stop orders), and, upon a secondary listing of the Parent's common shares as set forth in clause 15.2(i) being obtained, to be eligible to trade the Consideration Shares on an unrestricted basis on the relevant exchange. 15.9 Any Consideration Shares Distribution shall be effected only in accordance with the following requirements (the "Distribution Requirements") and the Proxy Materials shall contain disclosure of the Distribution Requirements subject to the approval of Parent (such approval not to be unreasonably withheld): (a) Delivery of Consideration Shares or, in lieu thereof in accordance with clause 15.9(c), the Cash Alternative (as defined below) in the Consideration Shares Distribution to any shareholder of Songa shall be conditioned upon such shareholder making representations and warranties to Songa, in the form of ADSs owned set forth in Appendix 10 or such other form as reasonably required by the Investor to be offered on Parent, that such shareholder is (i) not a delayed or continuous basis pursuant to Rule 415 of the Securities Act. In both cases, QIWI shall maintain the effectiveness of such Form F-3 until all of the Subscription Shares included on such Form F-3 have been disposed of, if and to the extent that the Investor is deemed an affiliate of QIWI U.S. Person as defined in Regulation S promulgated under the Securities Act as reasonably determined by QIWI. It shall be and located outside the United States (a condition precedent to the obligations of QIWI to take any action pursuant to this clause 8.1 with respect to the registration of the Subscription Shares that the Investor furnish to QIWI shareholder making such information regarding itself representations, a "Regulation S Shareholder"), (ii) not a Regulation S Shareholder and the intended method of disposition of the Subscription Shares and, prior to Completion 1, other information concerning the Group Companies (including any financial information of the Group Companies required to be filed pursuant to Form F-3) as is reasonably requested by QIWI to effect the registration of the Subscription Shares. Any such information furnished to QIWI by the Investor for use in the registration statement on Form F-3 shall not contain any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All expenses incurred in connection with the registration of the Subscription Shares on Form F-3, including all registration, filing, and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for QIWI, shall be borne by QIWI. 8.2 The Investor Guarantor and the Investor agree and covenant with QIWI that they and their Affiliates and Related Parties will establish appropriate policies in accordance with best practices in the financial industry restricting the flow of information concerning QIWI, including any material non-public information, between the Otkritie Director and any division an accredited investor within the Investor Guarantor, the Investor and each meaning of their Affiliates and Related Parties carrying out brokerage or trading activities (including repurchase transactions) within the Investor Guarantor group of companies (including those policies known as “Chinese Walls”). 8.3 Following the registration of the Subscription Shares Regulation D promulgated under the Securities Act pursuant to clause 8.1(a shareholder making such representations, QIWI shall, and shall procure that its Affiliates shall, do, execute and perform all such further deeds, documents, assurances, acts and things as may be reasonably requested by the Investor in order to assist the Investor with the initial deposit of the Subscription Shares in QIWI’s American depositary shares program in accordance with the provisions of the Deposit Agreement. 8.4 Unless the Form F-3 and the related prospectus supplement have been registered in accordance with Clause 8.1 above, the Investor shall not offer or sell, and shall procure that any transferee of the Subscription Shares shall not offer or sell, within forty (40) days of issuance of the Subscription Shares 1 and of the Subscription Shares 2, the Subscription Shares 1 and/or the Subscription Shares 2 to any U.S. person (as such term is defined under a "Regulation S of the Securities Act) or for the account or benefit of a U.S. person. 8.5 If QIWI fails to file Form-F-3 of either the Subscription Shares 1 or the Subscription Shares 2 in accordance with clause 8.1, then QIWI shall pay to the Investor an amount totalling RUB 250,000,000 (two hundred and fifty million roubles) as liquidated damages and not as a penalty, in recognition of the fact that under such circumstances it would be impossible to calculate precisely the monetary damages incurred by the Investor and that such sum represents a genuine covenanted pre-estimate of, and prior consideration for, the costs, expenses and lost value to the Investor resulting from the failure of QIWI to satisfy such covenant. Following such payment, QIWI shall no longer be under any obligation with respect to the registration of the Subscription Shares pursuant to clause 8.1. 8.6 None of the Investor, the Investor Guarantor or any of their Related Parties shall, and each shall procure that each of their Affiliates shall not, directly or indirectly: 8.6.1 for a period of five (5) years from the Completion Date 2, participate, directly or indirectly, in any projects in the Russian Federation as well as in any Persons, irrespective of their place and form of incorporation, if their core business is a Restricted Business; and 8.6.2 at any time after Completion Date 1, attempt to use any Intellectual Property owned by any Group Company at Completion Date 1. Neither Party, nor any of its Related Parties, for a period of two (2) years from the Completion Date 1 shall employ or solicit for employment, hire or otherwise retain, any person knowing such person or a related person to be an employee of the Group Companies, provided that such Party or Related Party may (i) solicit for employment or employ or attempt to employ any persons who are no longer employed by the Group Companies at the time of their first contact with them, (ii) engage in general solicitations of employment not specifically directed at employees of the Group CompaniesD Shareholder"), or (iii) employ neither a Regulation D Shareholder nor a Regulation S Shareholder (an "Ineligible Shareholder"); (b) Consideration Shares will be distributed in the Consideration Shares Distribution only to Regulation D Shareholders and Regulation S Shareholders; and (c) Any shareholder of Songa who an I eligible Shareholder will receive in the Consideration Shares Distribution the cash equivalent (the "Cash Alternative") of the Consideration Shares it would otherwise be entitled to receive in the Consideration Shares Distribution ("Ineligible Shares"), in lieu of such Ineligible Shares. The value of the Cash Alternative per Illegible Share shall be equal to (i) the closing price of the Parent's common shares on the trading day immediately preceding the last day the Songa shares are trading inclusive the right to receive Consideration Shares (the "Approval Date"), or (ii) such other value as otherwise agreed by Songa and the Parent which is fixed or readily ascertainable as of the Approval Date (the "Cash Alternative Price"). (d) Songa shall have the option to sell any person such Ineligible Shares, upon receipt of the representations and warranties of each relevant shareholder as set forth in clause 15.9(a) certyfying that such shareholder is an Ineligible Shareholder, free and clear of any Encumbrances to the Parent at the Cash Alternative Price per share. (e) Upon the earlier of the date which is 180 days following Completion or the date on which the board of directors of Songa approves and effects any dissolution or winding up of Songa, (i) Songa shall transfer any Consideration Shares which, as of such date, have not been delivered in any Consideration Share Distribution to shareholders who, as of such date, have not made the represenatations and warranties set forth in clause 15.9(a) (the "Undelivered Consideration Shares") to the Parent or a third party agent, at the Parent's election, for no consideration other than a person the obligation assumed by Parent pursuant to clause (ii) of this sentence, and (ii) the Parent or such agent shall irrevocably assume, without recourse to Songa, any obligation to deliver the Undelivered Consideration Shares (or any corresponding Cash Alternative) to the relevant Songa shareholders who becomes known have not made the representations and warranties set forth in clause 15.9(a), in accordance with the Distribution Requirements and the terms of this Agreement and with reasonable cooperation of Songa (unless wound up). For the avoidance of doubt, any assumption of such obligation shall not restrict or otherwise affect the Purchaser Group's rights to such Party indemnification or Related Party any other remedies available to it under this Agreement in connection with the Transaction) who contacts such Party Seller Group's breach of this Agreement or Related Party on his or her own initiative without any direct or indirect solicitation (other than general solicitations described in the foregoing clause (ii)) by or encouragement from such Party or Related Partyan MOA.