YANDEX N.V. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of December 17, 2013 1.125% Convertible Senior Notes due 2018Indenture • April 4th, 2014 • Yandex N.V. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of December 17, 2013 between YANDEX N.V., a public company with limited liability (naamloze vennootschap) incorporated under Dutch law, as issuer (the “Company,” as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Underwriting AgreementUnderwriting Agreement • June 30th, 2020 • Yandex N.V. • Services-computer programming, data processing, etc. • New York
Yandex N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to Goldman Sachs & Co. LLC (the “Underwriter”) an aggregate of 8,121,827 Class A ordinary shares (the “Class A Ordinary Shares”) of the Company (the “Firm Securities”) and, at the election of the Underwriter, up to 1,218,274 additional Class A Ordinary Shares (the “Optional Securities”) of the Company (the Firm Securities and the Optional Securities that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
SHARE SUBSCRIPTION AGREEMENT by and between YANDEX N.V. and ERVINGTON INVESTMENTS LIMITED June 23, 2020Share Subscription Agreement • June 30th, 2020 • Yandex N.V. • Services-computer programming, data processing, etc. • England and Wales
This SHARE SUBSCRIPTION AGREEMENT (this “Agreement”), is entered into as of June 23, 2020, in Amsterdam, Netherlands and elsewhere by and between (i) Yandex N.V., a public limited liability company incorporated under the laws of the Netherlands (naamloze vennootschap), having its official seat (statutaire zetel) in Amsterdam, the Netherlands, and its office at Schiphol Boulevard 165, 1118BG Schiphol, the Netherlands, registered with the Dutch Trade Register of the Chambers of Commerce under number 27265167 (the “Company”) and Ervington Investments Limited, a company duly organized and existing under the law of the Republic of Cyprus (Registration number [***]) (the “Investor”).
INVESTOR AGREEMENT by and between YANDEX N.V. and ERVINGTON INVESTMENTS LIMITED June 29, 2020Investor Agreement • June 30th, 2020 • Yandex N.V. • Services-computer programming, data processing, etc. • England and Wales
THIS INVESTOR AGREEMENT (this “Agreement”) is entered into as of June 29 2020, in Amsterdam, Netherlands and elsewhere by and between Yandex N.V., a public limited liability company incorporated under the laws of the Netherlands (naamloze vennootschap), having its official seat (statutaire zetel) in Amsterdam, the Netherlands, and its office at Schiphol Boulevard 165, 1118BG Schiphol, the Netherlands, registered with the Dutch Trade Register of the Chambers of Commerce under number 27265167 (the “Company”) and Ervington Investments Limited, a company duly organized and existing under the laws of the Republic of Cyprus (Registration number [***]) (the “Investor” or “Blue I”).
TRANSLATIONAgreement for Sale and Purchase of Future Thing • April 2nd, 2020 • Yandex N.V. • Services-computer programming, data processing, etc.
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions. Double asterisks denote omissions.
YANDEX N.V. OFFER TO EXCHANGE SARS FOR REPLACEMENT RESTRICTED SHARE UNITS ELECTION FORM AND RELEASE AGREEMENTElection Form and Release Agreement • June 23rd, 2015 • Yandex N.V. • Services-computer programming, data processing, etc.
· Before you complete or return this Election Form and Release Agreement (“Election Form”), you should read the Offer to Exchange dated June 23, 2015.
Class A Ordinary Shares YANDEX N.V. CLASS A ORDINARY SHARES, NOMINAL VALUE €0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2011 • Yandex N.V. • Services-computer programming, data processing, etc. • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”), Deutsche Bank Securities Inc. and Goldman, Sachs & Co. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Yandex N.V., a Dutch public limited liability company (the “Company”) and certain shareholders of the Company, providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of Class A ordinary shares of the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
DATED OCTOBER 14, 2008 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT relating to Yandex N.V. THE NETHERLANDSRegistration Rights Agreement • April 28th, 2011 • Yandex N.V. • Services-computer programming, data processing, etc.
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is executed as of this 14 day of October 2008 (“‘Execution Date”) BY AND BETWEEN, Yandex N.V., a limited liability company incorporated under the laws of The Netherlands, whose registered address is Laan Copes van Cattenburch 52, 2585 GB the Hague, the Netherlands (the “Company”) and each of the entities and persons whose names are listed in the first column of Schedule A hereto, (hereafter each a “Shareholder” and, collectively, the “Shareholders”);
Yandex Enters Into Agreement to Purchase 84.9% of Its Convertible NotesPurchase Agreement • June 16th, 2022 • Yandex N.V. • Services-computer programming, data processing, etc.
Moscow, Amsterdam, June 16, 2022 – Yandex N.V. (“Yandex”), a Dutch public limited company and the parent company of one of Europe’s largest internet businesses, has announced that it has entered into an agreement (the “Purchase Agreement”) with holders of 84.9% in aggregate principal amount of Yandex’s $1.25 billion 0.75% Convertible Notes due 2025 (the “Notes”) for the purchase of such holders’ Notes by Yandex (the “Purchase”). The selling noteholders (the “Ad Hoc Group”) are being advised by Weil, Gotshal & Manges (London) LLP and Houlihan Lokey EMEA LLP.
Dated 3 March 2020Trust Deed • April 2nd, 2020 • Yandex N.V. • Services-computer programming, data processing, etc.
YANDEX N.V. and BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED TRUST DEED constituting U.S.$1,250,000,000 0.75 per cent. Convertible Notes due 2025
24,253,987 Class A Ordinary Shares YANDEX N.V. CLASS A ORDINARY SHARES, NOMINAL VALUE €0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2013 • Yandex N.V. • Services-computer programming, data processing, etc. • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...New Share Purchase Agreement • April 1st, 2021 • Yandex N.V. • Services-computer programming, data processing, etc. • England
TRANSLATIONAgreement for Sale and Purchase of Future Thing • September 3rd, 2019 • Yandex N.V. • Services-computer programming, data processing, etc.
Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.
ContractFinancial Advisory Agreement • May 9th, 2011 • Yandex N.V. • Services-computer programming, data processing, etc. • London
SUBSCRIPTION AGREEMENT between SAVINGS BANK OF THE RUSSIAN FEDERATION as Subscriber and YANDEX N.V. as CompanySubscription Agreement • April 28th, 2011 • Yandex N.V. • Services-computer programming, data processing, etc.
EXHIBIT A AGREEMENT February 14, 2012Joint Filing Agreement • February 14th, 2012 • Yandex N.V. • Services-computer programming, data processing, etc.
Arkady Volozh (“Volozh”), Belka Holdings Ltd. (“Belka”), Strickland Holdings Ltd. (“Strickland”), and BC&B Holdings B.V. (“BC&B”) hereby agree, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), to file a joint statement on Schedule 13G under the Act in connection with their beneficial ownership of Class A Ordinary Shares of Yandex N.V. This Agreement applies to such Schedule 13G and any subsequent amendments thereto, and shall be included as an Exhibit to such Schedule 13G and each such amendment.
Yandex acquires Uber’s remaining stake in mobility joint venturePurchase Agreement • April 21st, 2023 • Yandex N.V. • Services-computer programming, data processing, etc.
On April 21, 2023, Yandex N.V. (“Yandex”) entered into an agreement (the “Agreement”) with Uber NL Holdings 1 B.V. (“Uber”), a subsidiary of Uber Technologies Inc., pursuant to which Yandex agreed to purchase, and Uber agreed to sell, Uber’s entire remaining interest in the parties’ mobility joint venture, MLU B.V. (“MLU”).
SHARE PURCHASE AGREEMENT by and between NEBIUS GROUP N.V. and THE INVESTOR AS SET FORTH HEREIN December 2, 2024Share Purchase Agreement • December 2nd, 2024 • Nebius Group N.V. • Services-computer programming, data processing, etc. • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 2, 2024, by and between Nebius Group N.V., a public limited company (naamloze vennootschap) formed under the laws of the Netherlands, having its corporate seat in Amsterdam, its registered office at Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands, and registered with the trade register of the Chamber of Commerce under number 27265167 (the “Company”) and the entity listed in Schedule I attached to this Agreement (the “Investor”).
INVESTOR AGREEMENT by and between NEBIUS GROUP N.V. and THE INVESTOR AS SET FORTH HEREIN December 2, 2024Investor Agreement • December 2nd, 2024 • Nebius Group N.V. • Services-computer programming, data processing, etc. • New York
This INVESTOR AGREEMENT (this “Agreement”) is entered into as of December 2, 2024, by and between Nebius Group N.V., a public limited company (naamloze vennootschap) formed under the laws of the Netherlands, having its corporate seat in Amsterdam, its registered office at Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands, and registered with the trade register of the Chamber of Commerce under number 27265167 (the “Company”) and the entity listed in Schedule 1 attached to this Agreement (the “Investor”).
ContractShare Purchase Agreement • April 26th, 2024 • Yandex N.V. • Services-computer programming, data processing, etc.
Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
DATED , 2011 AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT relating to Yandex N.V. THE NETHERLANDSRegistration Rights Agreement • April 28th, 2011 • Yandex N.V. • Services-computer programming, data processing, etc.
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is executed as of , 2011 (“‘Execution Date”) by and between Yandex N.V., a limited liability company incorporated under the laws of The Netherlands, whose registered address is Laan Copes van Cattenburch 52, 2585 GB the Hague, the Netherlands (the “Company”) and each of the entities and persons whose names are listed in the first column of Schedule A hereto, (hereafter each a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used herein and otherwise not defined shall have the meanings ascribed thereto in the Amended and Restated Registration Rights Agreement dated as of October 14, 2008 (the “Original Agreement”).
AGREEMENT No. 251208 Commercial LeaseCommercial Lease • April 28th, 2011 • Yandex N.V. • Services-computer programming, data processing, etc.
This agreement (hereinafter referred to as the “Agreement”) is made between Closed Joint Stock Company “Red Rose 1875” (Principle State Registration Number 1027704010003; Taxpayer Identification Number 7704247102) incorporated under the laws of the Russian Federation, represented by the General Director Lukin Mikhail Anatolievich, acting pursuant to the Articles of Association, hereinafter referred to as the “Landlord”, and Limited Liability Company “YANDEX” (Principle State Registration Number 1027700229193; Taxpayer Identification Number 7736207543), incorporated under the laws of the Russian Federation, represented by the General Director Volozh Arkady Yurievich, acting pursuant to the Articles of Association, hereinafter referred to as the “Tenant”, hereinafter individually and collectively referred to as the “Party/Parties”, which have agreed as follows:
DATED MAY 4, 2011 AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT relating to Yandex N.V. THE NETHERLANDSRegistration Rights Agreement • May 9th, 2011 • Yandex N.V. • Services-computer programming, data processing, etc.
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is executed as of May 4, 2011 (“‘Execution Date”) by and between Yandex N.V., a limited liability company incorporated under the laws of The Netherlands, whose registered address is Laan Copes van Cattenburch 52, 2585 GB the Hague, the Netherlands (the “Company”) and each of the entities and persons whose names are listed in the first column of Schedule A hereto, (hereafter each a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used herein and otherwise not defined shall have the meanings ascribed thereto in the Amended and Restated Registration Rights Agreement dated as of October 14, 2008 (the “Original Agreement”).
ContractShare Purchase Agreement • April 26th, 2024 • Yandex N.V. • Services-computer programming, data processing, etc.
Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT relating to Yandex N.V.Shareholders Agreement • April 28th, 2011 • Yandex N.V. • Services-computer programming, data processing, etc.
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “Agreement”) is executed as of the day of 2011 (“Execution Date”) by and among each of the entities and persons whose names are listed in the first column of Schedule A hereto (each, a “Shareholder”, and collectively, the “Shareholders”) and the Stichting Yandex Conversion (the “Conversion Foundation”). This Agreement amends and restates in its entirety the Amended and Restated Shareholders Agreement of the Company dated as of October 14, 2008 (as amended, waived or otherwise modified through the time of effectiveness of this Agreement, the “Prior Agreement”).
Execution versionShareholders' Agreement • March 27th, 2018 • Yandex N.V. • Services-computer programming, data processing, etc.
DEED OF TERMINATION relating to SHARE PURCHASE AGREEMENTDeed of Termination • April 1st, 2021 • Yandex N.V. • Services-computer programming, data processing, etc. • England
ContractFramework Agreement • April 20th, 2022 • Yandex N.V. • Services-computer programming, data processing, etc.
Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
ContractContribution Agreement • April 1st, 2021 • Yandex N.V. • Services-computer programming, data processing, etc.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
DATED 11 JUNE 2014Sale Purchase Agreement • June 16th, 2014 • Yandex N.V. • Services-computer programming, data processing, etc.
The Seller 1, the Seller 2, the Guarantors and the Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties” as the context may admit or require.
ContractShareholders’ Agreement • September 3rd, 2019 • Yandex N.V. • Services-computer programming, data processing, etc.
Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. FRAMEWORK AGREEMENT dated 19 February 2016 between Krasnaya Roza 1875 Limited (as the Subscriber) and Yandex N.V. (as...Framework Agreement • March 22nd, 2016 • Yandex N.V. • Services-computer programming, data processing, etc. • England and Wales
CONTRIBUTION AGREEMENT AMONG MLU B.V. YANDEX N.V. STICHTING YANDEX EQUITY INCENTIVE AND UBER INTERNATIONAL C.V DATED AS OF JULY 13, 2017Contribution Agreement • March 27th, 2018 • Yandex N.V. • Services-computer programming, data processing, etc.
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2017 (the “Agreement Date”) by and among MLU B.V. a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) formed under the laws of the Netherlands, having its corporate seat at Amsterdam, its registered office at Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands and registered with the trade register of the Chamber of Commerce under number 69160899 (“JV Newco”); Yandex N.V., a public limited liability company (naamloze vennootschap) formed under the laws of the Netherlands, having its corporate seat at Amsterdam, its registered office at Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands and registered with the trade register of the Chamber of Commerce under number 27265167 (“Maple Leaf”); Stichting Yandex Equity Incentive, a foundation (stichting) formed under the laws of the Netherlands, having its corporate seat at Amsterdam, its registered of
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT relating to Yandex N.V.Shareholders Agreement • May 9th, 2011 • Yandex N.V. • Services-computer programming, data processing, etc.
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “Agreement”) is executed as of the 4th day of May 2011 (“Execution Date”) by and among each of the entities and persons whose names are listed in the first column of Schedule A hereto (each, a “Shareholder”, and collectively, the “Shareholders”) and the Stichting Yandex Conversion (the “Conversion Foundation”). This Agreement amends and restates in its entirety the Amended and Restated Shareholders Agreement of the Company dated as of October 14, 2008 (as amended, waived or otherwise modified through the time of effectiveness of this Agreement, the “Prior Agreement”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Agreement for the Sale and Purchase of the Issued Share Capital • April 2nd, 2020 • Yandex N.V. • Services-computer programming, data processing, etc. • England
(1)Prior to Completion, Deanfirn will undergo a demerger in accordance with the Scheme of Arrangement to be approved by the Cyprus Court (as such Scheme of Arrangement is more fully described in Error! Reference source not found. (Restructuring)), as the result of which, inter alia, Deanfirn’s business will be demerged into two legal entities, each wholly legally and beneficially owned by the Seller: one being Deanfirn having the same particulars as set out in Part B of Error! Reference source not found. (Information about the Seller and the Group) and the other being a limited liability company Axelcroft Limited, incorporated and existing under the laws of the Republic of Cyprus under registration number HE 397714, having its registered office at 3, Themistokli Dervi, Julia House, 1066, Nicosia, Cyprus, with further particulars set out in Part D of Error! Reference source not found. (Information about the Seller and the Group) (the “Company”);
