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”).
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”).
