Orientir Zapad-1 Limited Liability Company and Internet Solutions Limited Liability Company PRELIMINARY LEASE AGREEMENT No. 26-10-20_PLA_FF

This Preliminary Lease Agreement (hereinafter referred to as the Preliminary Agreement) is entered into on 26 October 2020 in Moscow, Russian Federation, by and between:

Industrial Park Orientir Zapad-1 Limited Liability Company, a legal entity under the laws of the Russian Federation, registered by the Inspectorate of the Federal Tax Service for Solnechnogorsk, Moscow Region, date of registration: 17 December 2018, under Primary State Registration Number 1185007014170, INN 5044113917, KPP 504401001, with location at: building 152/2, floor/premises 3/22, village of Shelepanovo, Solnechnogorsk District, Moscow Region, 141533, represented by Andrey Igorevich Postnikov, General Director, acting under the Articles of Association (hereinafter referred to as the Lessor), for the one part; and

Internet Solutions Limited Liability Company, a legal entity under the laws of the Russian Federation, registered on 24 September 2002 under Primary State Registration Number 1027739244741, INN 7704217370, KPP 997750001, with the location at: 10, Presnenskaya nab., premises I, 41 floor, office 6, ▇▇▇▇▇▇, ▇▇▇▇▇▇, represented by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Shulgin, General Director, acting under the Articles of Association (hereinafter referred to as the “Lessee”), on the other part;

GLOSSARY

alcoholic and alcohol-containing products, circulation of which is subject to licensing under the Laws;

frozen products / products requiring different temperature storage conditions not specified by the Terms of Reference (Appendix 3 to the Preliminary Agreement);

hazardous goods (including flammable goods, etc., any categories of goods that may be stored only in the Hazardous Goods Area, as set forth below) that may nevertheless be in the Warehouse Premises and Concrete Floor Premises (but not stored therein) only when they are being unloaded and transported to ▇▇▇▇▇ ▇ (▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇) and when consignments are formed and shipped out, provided that the Lessee complies with the PUE requirements with regard to the area class specified for the Warehouse Premises and Concrete Floor Premises, namely B-Ib Area Class;

goods requiring special storage conditions not stipulated by the Terms of Reference (Appendix 3 to the Preliminary Agreement),

SUBJECT MATTER OF THE AGREEMENT

The Parties hereby agree to enter into the Lease Agreement and the Supplementary Agreement to the Lease Agreement in the manner and on the terms and conditions determined by the Preliminary Agreement.

The Lessee and the Lessor undertake to sign (enter into) the Lease Agreement and all Supplementary Agreements to the Lease Agreement with simultaneous execution of the respective Acceptance Certificates on or before 30 June 2023, provided that the Parties have performed their obligations specified in Clauses 2.4 - 2.5 of the Preliminary Agreement.

The Lease Period (the term of the Lease Agreement) is agreed upon by the Parties and is to be specified in the Lease Agreement as ten (10) years from the time (date) of signing the last of the Certificates of Transfer for Actual Use under the Preliminary Agreement, and in case the Lessee exercises its Right to Postpone under Clause 5.10 of the Preliminary Agreement, as ten (10) years from the Lease Agreement date.

Within five (5) Business Days from the date of the Lessor’s notice to the Lessee of state registration of the Lessor’s title to Block 1, Checkpoint 1 and Checkpoint 2, but in case the Lessee exercises the Right to Postpone under Clause 5. 10 of the Preliminary Agreement, before Target Date 2 (subject to the provisions of Clauses 5.1-5.3 of the Preliminary Agreement in their applicable part), the Parties undertake to sign the Lease Agreement in the form given in Appendix 8 to the Preliminary Agreement, and the Acceptance Certificate for the relevant Premises.

Within five (5) Business Days from the date of the Lessor’s notice of state registration of the Lessor’s title to ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ ▇ (▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇), and within five (5) Business Days from the date of the Lessor’s notice of state registration of the Lessor’s title to Block 3 and Checkpoint 3, the Parties undertake to sign the respective Supplementary Agreement to the Lease Agreement in the form given in Appendix 11 to the Lease Agreement, with a view to amend the subject matter of the Lease Agreement and to include the Premises of ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇ (▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇), Block 3 and Checkpoint 3 into the leasable property, and to sign the Acceptance Certificate for the respective Premises.

The draft Lease Agreement agreed by the Parties is given in Appendix 8 to the Preliminary Agreement, and the draft Supplementary Agreement agreed by the Parties is given in Appendix 11 to the Lease Agreement. Such draft may be only amended by mutual consent of the both Parties, subject to the provisions of Clauses 2.4 - 2.5 dealing with the procedure for transfer of the Premises and the provisions of Clause 14.10 of the Preliminary Agreement.

names, location addresses, registration and bank details of the Parties (if they are changed as compared with those available on the Preliminary Agreement date), other information that can not be finally determined at the time of signing the Preliminary Agreement or the

space for which is left blank in the draft Lease Agreement / Supplementary Agreement to the Lease Agreement, shall be entered in the Lease Agreement or the Supplementary Agreement to the Lease Agreement in accordance with the information available at the time of their signing in the relevant duly executed documents stipulated by the Preliminary Agreement and/or the Laws.

details of the area and other characteristics of the Premises shall be indicated according to the technical or cadastral registration documents related to the Premises and the data of the Unified State Register of Immovable Property as of the dates of the Lease Agreement / Supplementary Agreement to the Lease Agreement. Information regarding the Leased Area of the Premises and the Leased Area of the Warehouse Complex is stated under the following procedure specified by Clause 14.5 of the Preliminary Agreement.

Lease Payment rates shall be given in the Lease Agreement/Supplementary Agreement to the Lease Agreement according to the rates of the first year of the Lease Period specified in the draft Lease Agreement, and in case the Lease Agreement/Supplementary Agreement to the Lease Agreement is signed after the Indexation Date (as defined in the Lease Agreement), then the Lease Payment rates and amounts of other payments/monies, which are subject to indexation under the Lease Agreement, shall be stated in the Lease Agreement/Supplementary Agreement to the Lease Agreement with account of such performed indexation in accordance with the provisions of the Lease Agreement.

when there is a need in additional improvements not specified by the Terms of Reference (Appendix 3 to the Preliminary Agreement) to be made by the Lessor at the Lessee’s initiative, the Lease Payment rates (compensation of costs or part thereof) may be reviewed by prior agreement of the Parties.

other necessary additions and amendments to the clauses and articles of the Lease Agreement/Supplementary Agreement to the Lease Agreement shall be made in accordance with the instructions contained in the draft Lease Agreement/Supplementary Agreement to the Lease Agreement in the form of comments marked out with symbols “[” and “]”; the said comments themselves are excluded from the text.

if the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement, the Lease Agreement provisions shall be supplemented with a description of all Premises (in all Blocks and Checkpoints) and the respective conditions of their simultaneous transfer, and all conditions of subsequent signing the Supplementary Agreements to the Lease Agreement; the form of the Supplementary Agreement to the Lease Agreement shall be excluded from the text of the Lease Agreement.

On the dates of signing the Lease Agreement / Supplementary Agreement to the Lease Agreement, the Lessee shall be obliged to provide the Lessor with all documentation and information required from the Lessee for state registration of the Lease Agreement / Supplementary Agreement to the Lease Agreement with a competent government authority, subject to receipt of a written request with a list of documents from the Lessor five (5) Business Days in advance. The Lessee’s breach of this obligation shall be considered, upon receipt of a repeated request, as the Lessee’s evasion from signing the Lease Agreement/Supplementary Agreement to the Lease Agreement.

The Lease Agreement/Supplementary Agreement to the Lease Agreement shall be submitted to a relevant government authority for the purpose of its state registration by the Lessor. The Lessor shall be liable for any fees related to registration of the Lease Agreement/Supplementary Agreement to the Lease Agreement, and the Lessee shall reimburse for fifty (50%) percent of the above mentioned amount of the fees to the Lessor against an invoice issued by the Lessor.

The Parties assume that the terms and conditions of the draft Lease Agreement / Supplementary Agreement to the Lease Agreement are consistent with the Laws in force at the time of signing the Preliminary Agreement. If, by the time of signing the Lease Agreement / Supplementary Agreement to the Lease Agreement, the Laws are amended so as to impact validity and/or enforceability of any of the terms and conditions of the draft Lease Agreement/Supplementary Agreement to the Lease Agreement, the Parties agree to make the necessary amendments to the draft Lease Agreement/Supplementary Agreement to the Lease Agreement in order to bring them into conformity with the applicable Laws, without prejudice to the commercial arrangements of the Parties, and, in this case, either Party may not refuse to enter into the Lease Agreement/Supplementary Agreement to the Lease Agreement due to such amendments to the Laws. In case of refusal to enter into the Lease Agreement / Supplementary Agreement to the Lease Agreement in violation of this clause, the conditions of Clause 2.11 of the Preliminary Agreement or Clauses 9.2.1, 9.4.3 (and for the cases when the Lessee exercises its Right to Postpone, 9.4.2(c)) and 9.13 of the Preliminary Agreement shall apply.

The Lessor warrants that, as of the Preliminary Agreement date, the Land Plot is not encumbered with any third party rights (except as specified below in this clause), there are no disputes about the Lessor’s rights in respect of the Land Plot and any other circumstances, events and facts that cast doubt on existence and completeness of the Lessor’s titles (absence of third party claims of title against the Lessor) to the Land Plot.

gas pipeline protected zone, within the boundaries as shown in the plan (Appendix 1.1 to the Preliminary Agreement);

electric power lines and their protected zone, within the boundaries as shown in the plan (Appendix 1.1 to the Preliminary Agreement);

external utilities to be built on the Land Plot according to the Project Documentation, to connect the Premises to the utility lines, and their protected zones.

information on existing town planning restrictions contained in the Land Use and Development Regulations and the General Development Plan of Istra, and in the Land Plot Development Plan (GPZU).

If either Party wrongfully (i.e. on the grounds that are not specified by the Preliminary Agreement or the Laws) evades execution of the Lease Agreement/Supplementary Agreement to the Lease Agreement, the other Party (irrespective of other rights and remedies provided for to the latter under the Preliminary Agreement and the Laws) shall have the right to judicially demand execution of the Lease Agreement/Supplementary Agreement to the Lease Agreement on the basis of Article 429 and Article 445 of the Civil Code of the Russian Federation.

Identification of the leasable property (the Premises) is given in Section 1 of the Preliminary Agreement (GLOSSARY), and in Appendix 2 to the Preliminary Agreement, taking into account the provisions of Clause 14.10 of the Preliminary Agreement.

The Parties confirm that if, when establishing or describing the obligations of the Parties under the Preliminary Agreement, there are references to any provisions of the draft Lease Agreement and/or Appendices thereto attached to the Preliminary Agreement, the provisions of such draft Lease Agreement and/or Appendices thereto should be considered an integral part of the Preliminary Agreement text creating the binding obligations for the Parties by virtue of signing the Preliminary Agreement, as if they have been included in the text of the Preliminary Agreement, as amended to comply with the context of the Preliminary Agreement.

PREPARATION OF THE PREMISES. LESSOR’S WORKS

Design

Section “Architectural Solutions” and “Structural Solutions” of the Project Documentation

refusal to approve the AS and SS Sections of the Project Documentation and submission of the Lessee’s comments thereto may be grounded only on their failure to comply with mandatory requirements of the Laws and/or with the Terms of Reference (Appendix 3 to the Preliminary Agreement). The requirements of the Laws shall prevail in each case;

if the Lessee fails to submit its comments within the time limits set by this clause or provides the comments that are inconsistent with the conditions of this clause, the AS and SS Sections of the Project Documentation shall be deemed approved by the Lessee in the wording proposed by the Lessor, and will take precedence over the requirements of Appendices 2 and 3 to the Preliminary Agreement.

Sections of the Project Documentation Other than AS and SS Sections

Deviations from the Terms of Reference

The Parties agree upon the following time limits for the Lessor to transfer the Premises for actual use (subject to the provisions of Clauses 3.3, 5.10 and 9.11 of the Preliminary Agreement):

transfer by the Lessor of the Premises in Block 1, Checkpoint 1 and Checkpoint 2 (Date of Transfer for Use 1) to the Lessee for use – 08 June 2021;

transfer by the Lessor of the Premises in Block 2 and Hazardous Goods Area (Date of Transfer for Use 2) to the Lessee for use – 08 July 2021;

transfer by the Lessor of the Premises in Block 3 and Checkpoint 3 (Date of Transfer for Use 3) to the Lessee for use – 08 September 2021.

The Parties hereby agree that all time limits for, including, but not limited to, performance of the Lessor’s Works / provision of access to the Lessee / commissioning of the Premises / transfer of the Premises to the Lessee for actual use / transfer of the Premises under the Acceptance Certificate and other time limits for performance of the Lessor’s obligations under the Preliminary Agreement shall be extended (deemed to be extended) for the following periods (hereinafter collectively, the “Extension Period”): as regards Subclauses (a) i, (b) and (c) below, for a period proportional to the delay; as regards Subclause (a) ii below, for a period required to eliminate the damage and its consequences; as regards Subclauses (a) iii and (a) iv below, for the period objectively (reasonably) required to perform the respective obligations of the Lessor, in the following cases:

when the Lessor’s compliance with the time limits for performance of the Lessor’s Works, provision of Access, commissioning of the Premises, transfer of the Premises to the Lessee for actual use, transfer of the Premises under the Acceptance Certificate is affected by the following:

deferment / delay by the Lessee in approving the Project Documentation and/or providing other documents/information/approvals as specified in Clauses 3.1.1 - 3.1.3 of the Preliminary Agreement;

causing, inter alia, in the course of the Lessee’s Works, damage to the Warehouse Complex and/or the Premises and/or other Lessor’s / third party’s property, which damage impedes performance of the Lessor’s Works;

performance of the Lessee’s Works in violation of the provisions of Clauses 4.6.3 and/or 4.7 of the Preliminary Agreement;

commencement of commercial use of the Premises by the Lessee prior to signing the Certificate of Transfer for Actual Use;

the Lessee’s failure to comply with any of the requirements under Clause 4.8 of the Preliminary Agreement by any of the Access Dates;

the Lessee’s failure to provide the Lessor with the Bank Guarantee or the Security Payment in the manner and within the time limits as specified in the Preliminary Agreement;

Except for the cases listed in Subclauses (a) - (c) above, the Parties specifically stipulate that the Lessor has the unconditional right to postpone (extend) for a period of up to nine (9) days the terms of granting access to the Premises to the Lessee / commissioning of the Premises / transfer of the Premises to the Lessee for actual use / transfer of the Premises under the Acceptance Certificate and other time limits for performing the Lessor’s obligations under the Preliminary Agreement. The specified nine (9) days shall be included in the Extension Period as defined in this Preliminary Agreement, inter alia, for the purposes of Clauses 3.1.1, 3.2, 4.1, 5.10.1, 5.10.2, 6.2, 9.6.1, 9.6.2, 9.6.5, 9.7, 9.12 of the Preliminary Agreement.

Electric Power Allocated

electric power to connect the Lessee’s process equipment in the Premises: by Date of Transfer for Use 1 and by Date of Transfer for Use 2, – in quantity determined in the Project Documentation for the Lessee’s process equipment connection in those Premises that are to be transferred to the Lessee for actual use on the specified dates; by Date of Transfer for Use 3 (and in the cases when the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement, by Target Date 2) – strictly in quantity of 5.3 MW.

electric power to connect the common infrastructure of the Warehouse Complex, except for the Lessee’s process equipment, by Date of Transfer for Use 3 (and in the cases when the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement, by Target Date 2) – in quantity not exceeding 1.7 MW.

The Lessee may, with the prior written consent of the Lessor and provided that there is no need to adjust the Project Documentation or other permitting documents for the Building (STUs, etc.), arrange for special storage areas in the Blocks by its own efforts and at its own expense and bring the Premises in conformity with the fire and sanitary safety requirements, other applicable requirements and restrictions established by the Laws. For the avoidance of doubt, in this case the Lessor shall not be liable for making it possible to use the Premises under the Permitted Use, taking into account the special storage areas arranged by the Lessee at its discretion, and the Lessee shall have no rights of claim against the Lessor (including the rights to unilaterally repudiate the Preliminary Agreement, the right to demand termination of the Preliminary Agreement, the right to claim indemnity for losses, payment of penalties or other monies, the right to suspend the counter-execution, etc.), in the event that it is impossible to use the Premises under the Permitted Use because the Lessee has arranged special storage areas under this clause.

The Lessee may engage third-party expert organizations to verify the Project Documentation and working documentation for completeness and compliance with the requirements of the Laws and the Terms of Reference.

ACCESS TO THE PREMISES. LESSEE’S WORKS

Access Dates

first access (Access Date 1) for Block 1, Checkpoint 1 and Checkpoint 2: 31 January 2021. Prior to Access Date 1, the Lessor shall provide access to the Premises of ▇▇▇▇▇ ▇ (▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) allowing for process equipment delivery and unloading by vehicles normally used for these purposes, in accordance with the conditions of Appendix 3.2 to the Preliminary Agreement;

second access (Access Date 2) for Block 2 and Block 4: 31 March 2021. Prior to Access Date 2, the Lessor shall provide access to the Premises of Block 2 and ▇▇▇▇▇ ▇ (▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) allowing for process equipment delivery and unloading by vehicles normally used for these purposes, in accordance with the conditions of Appendix 3.2 to the Preliminary Agreement;

third access (Access Date 3) for Block 3 and Checkpoint 3: 30 April 2021. Prior to Access Date 3, the Lessor shall provide access to the Premises of ▇▇▇▇▇ ▇ (▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) allowing for process equipment delivery and unloading by vehicles normally used for these purposes, in accordance with the conditions of Appendix 3.2 to the Preliminary Agreement.

Access Certificate Signing

The Lessee may only refuse to sign the Access Certificate, if the extent of completion fails to comply with Appendix 3.2 to the Preliminary Agreement.

For the avoidance of doubt, Lessee’s access rights to the relevant Premises shall also include the right of unhindered access by the Lessee’s representatives, contractors and subcontractors for the purpose of performing the Lessee’s Works there, provided that such representatives, contractors and subcontractors meet the following requirements:

(sub)contractors have all permits/licenses required by the Laws or, if applicable, competency certificates for works, issued by a self-regulatory organization, of which such (sub)contractors are members;

availability, during the whole period of access, of insurance agreements stipulated by Clause 4.8 of the Preliminary Agreement;

performance of the Lessee’s Works subject to the provisions of Clauses 4.6.1 - 4.6.4, 4.7 of the Preliminary Agreement.

The Parties understand and agree that from the date of signing the Access Certificate the Lessor’s Works and the Lessee’s Works are performed by the Parties in the relevant Premises concurrently (in parallel). From the Access Date, the Lessor retains the right to provide round-the-clock access and to perform all necessary construction and other works in the relevant Premises, until the Certificate of Transfer for Actual Use is signed for the respective Premises (and in the cases when the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement, up to the time of signing the Acceptance Certificate for all Premises), without interfering with performance of the Lessee’s Works subject to the provisions of Clauses 4.6 and 4.7 of the Preliminary Agreement.

From the Access Date, the Lessee may perform the Lessee’s Works on the relevant Premises and undertakes:

when performing the Lessee’s Works, to comply with all requirements and conditions contained in Appendix 5 to the Lease Agreement “Lessee’s Works”, and to sign the Access Certificate in the form of Appendix 4.3 to the Preliminary Agreement on the commencement date of the Lessee’s Works (on the date of signing the Access Certificate);

in case of damage to the Building, Premises, utilities or equipment in the Premises, any element or territory of the Warehouse Complex or other property of the Lessor, to reimburse the damage in the manner and on the terms and conditions similar to those provided in Clause 6.15 of the Lease Agreement;

not to perform, without the Lessor’s prior approval, any Lessee’s Works, including those listed in Appendix 3.1 “Lessee’s Works” to the Preliminary Agreement, which entail:

need to obtain additional permits and/or approvals from authorized bodies or organizations/institutions, special technical specifications, and other approvals and authorizations required for additional works/implementation of changes;

need to protect (or to approve) design solutions/process design solutions with authorized bodies or to have expert examination of project documentation (expert examination of adjustment to the project documentation);

change in structural and/or space planning solutions of the Building;

changes in fire protection or utility systems/equipment, relocation of fire walls/barriers in the Premises;

need to use equipment subject to mandatory registration with the Federal Service for Environmental, Technological and Nuclear Supervision of the Russian Federation (Rostekhnadzor);

need to affect the structural and other characteristics of reliability and safety of the Building/Premises and/or to require changes in loads and indicators contained in the structural sections of the Project Documentation (namely, the following sections: AS (Architectural Solutions), MS (Metal Structures), RCS (Reinforced Concrete Structures), AFS (Automatic Firefighting System));

need to adjust the Project Documentation or working documentation in relation to the Premises;

change in energy carrier limits or equipment capacity.

The Lessee should, within five (5) Business Days, provide the Lessor with a response to its request for the scope of the Lessee’s Works in each Block completed as of the date of the request. The said request of the Lessor may be made once for each Block, and in case the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement, no more than twice for each Block.

Suspension of the Lessee’s Works

for any reason, for no more than ten (10) Business Days in aggregate during the period of Access to the respective Premises;

if, within five (5) Business Days after the Lessor’s request to approve the Parties’ work program in one part of the Premises or another, such work program has not been approved by the Lessee.

Insurance

From the Access Date, the relations between the Parties with respect to the Premises shall be governed by the provisions of the Lease Agreement dealing with the Lessee’s Works, Warehouse Complex Rules, Operational Maintenance, Utilities, and the rights and obligations of the Parties with respect to their stay and behavior in the Premises and causing damage to the Premises, subject to special conditions and requirements established by the Preliminary Agreement in regard to the Lessee’s Access, which, in case of conflict with the provisions of the Lease Agreement, shall prevail.

In the event of early termination of the Preliminary Agreement, the improvements made by the Lessee in the Premises within the Lessee’s Works shall, at the Lessor’s discretion, be retained on the Premises or removed by the Lessee at its own expense, thus bringing the Premises to their initial state (as specified in Clause 9.3 of the Preliminary Agreement), if so required by the Lessor. Under no circumstances shall the Lessor reimburse the Lessee for the cost of the Lessee’s Works or any part thereof and/or the cost inputs of the Lessee for creation of any removable improvements or Permanent Improvements; however, the Parties confirm that the said costs have been taken into account in determining the amount of penalty specified in Clause 9.2.2 of the Preliminary Agreement.

Lessee’s Responsible Person

COMMERCIAL USE OF THE PREMISES

The Lessee will start actual possession and use of the respective Premises under the Permitted Use not earlier than the date of obtaining the authorization to put the respective Premises into operation; to secure this, the Parties undertake to sign:

the Certificate of Transfer for Actual Use within the time limits specified in Clause 3.2 of the Preliminary Agreement, but in any case in absence of any Major Defects in the respective Premises, or

in case the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement, the Acceptance Certificate within the time limit before Target Date 2 (and below, in Clauses 5.1 - 5.3 of the Preliminary Agreement, references to the Acceptance Certificate shall apply, only if the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement, and in the event that the procedure involving the Acceptance Certificate is implemented, references to the “Acceptance Certificate” shall be deemed excluded from the text of the relevant clauses, and in such case the Acceptance Certificate(s) shall be signed in accordance with Clauses 2.4 - 2.5 of the Preliminary Agreement without re-acceptance of the Premises by the Lessee and without the right for the Lessee to state the defects as grounds for refusal to sign the Acceptance Certificate(s),

The Lessor shall notify the Lessee that the Premises are ready for transfer under the Certificate of Transfer for Actual Use/Acceptance Certificate not later than ten (10) Business Days before the supposed date of signing the Certificate of Transfer for Actual Use/Acceptance Certificate. The Lessee shall ensure attendance of its authorized representative on the date specified in the Lessor’s notice of the Premises readiness for transfer under the Certificate of Transfer for Actual Use/the Acceptance Certificate.

The Lessee has the right not to sign the Certificate of Transfer for Actual Use/Acceptance Certificate only if, as of the date of transfer, there are any Major Defects in the respective Premises and/or there are no access ways according to Clause 3.5 of the Terms of Reference (Appendix 3 to the Preliminary Agreement). In other cases, the Lessee’s refusal to sign the Certificate of Transfer for Actual Use/Acceptance Certificate or failure of the Lessee’s authorized representative to sign the Certificate of Transfer for Actual Use/Acceptance Certificate within the time limits specified in Clause 5.2 of the Preliminary Agreement shall not be allowed and shall be considered to be a material breach of the Preliminary Agreement conditions / the Lessee’s evasion from signing the Certificate of Transfer for Actual Use/Acceptance Certificate (and, accordingly, subject to the provisions of Clause 2.2 of the Preliminary Agreement, from signing the Lease Agreement), and the Lessor’s obligation to transfer the Premises for actual use/lease to the Lessee shall be deemed completed on the date specified in the Lessor’s notice under Clause 5.2 of the Preliminary Agreement.

In case any Major Defects are detected, the Lessee may, nevertheless, sign the Certificate of Transfer for Actual Use with indication of the revealed Major Defects in the Certificate of Transfer for Actual Use. In this case, the Lessee will pay fifty (50) percent of the Use Fee or Reduced Use Fee, as applicable, until the Lessor eliminates the Major Defects listed in the Certificate of Transfer for Actual Use. From the date of signing an elimination certificate for the Major Defects by the Parties, the Use Fee or the Reduced Use Fee, as applicable, shall be charged and paid in full amount as specified in Clause 6.2 of the Preliminary Agreement. The fact that the Lessor has eliminated the Major Defects shall be confirmed by a certificate to be signed by the Parties. The Lessee may not refuse to sign the elimination certificate for the Major Defects, if the Major Defects listed in the Certificate of Transfer for Actual Use have been eliminated by the Lessor, and such refusal shall be considered a material breach of the Preliminary Agreement conditions / the Lessee’s evasion from signing the elimination certificate for the Major Defects. The elimination certificate for the Major Defects shall be signed in the same manner as the Certificate of Transfer for Actual Use as provided in Clause 5.2 of the Preliminary Agreement, but with the exception that the Lessor shall notify the Lessee that the Premises are ready for inspecting to check whether the Major Defects have been eliminated, at least five (5) Business Days prior to the date of inspection, and the Lessee shall ensure that the authorized representative is available for the inspection in such time. If the Lessee fails to ensure attendance of its representative to sign the elimination certificate for the Major Defects within the specified time limits, or otherwise evades the signing of the elimination certificate for the Major Defects, the Lessor’s obligation to eliminate the Major Defects shall be deemed performed on the date specified in the Lessor’s notice under this clause, and the Lessee shall bear liability in the form of penalty payment under Clause 9.4.2 (d) of the Preliminary Agreement. For the avoidance of doubt, if the Lessee signs the Certificate of Transfer for Actual Use with the Major Defects available, the penalty under Clause 9.6.2 of the Preliminary Agreement shall be neither charged by the Lessee, nor paid by the Lessor.

The Parties hereby agree that in the event of a dispute between them concerning existence/elimination of the Major Defects as defined in Section 1 of the Preliminary Agreement (term “Major Defects”) / concerning occurrence of the Major Defects for reasons within the control of one Party or another, the Parties shall engage an independent technical expert in a manner similar to that set forth in Section 16.8 of the Lease Agreement.

After signing the Certificate of Transfer for Actual Use, the relations between the Parties with regard to the relevant part of the Premises, in respect of which such Certificate has been signed, shall be governed by the provisions of the Lease Agreement dealing with the Lessee’s Works, Warehouse Complex Rules, Operational Maintenance, Utilities, and the rights and obligations of the Parties with respect to the procedure for using the Premises (in particular, Clause 5.3 of the Lease Agreement) and with respect to causing damage to the Premises, subject to special conditions and requirements established by the Preliminary Agreement, which, in case of conflict with the provisions of the Lease Agreement, shall prevail.

If the Certificate of Transfer for Actual Use is not signed by the Parties due to existence of the Major Defects, but by the time the Major Defects are eliminated, the Lessor has the title to the relevant Block / Checkpoint registered, the Parties will sign the Lease Agreement / Supplementary Agreement and the Acceptance Certificate for the Premises as provided for in Clauses 2.4 and 2.5 of the Preliminary Agreement.

The Parties hereby confirm that the Lessor may perform, in the Warehouse Complex territory, any works related to construction/erection of the remaining part of the Warehouse Complex for the period of construction of facilities under the Preliminary Agreement and Preliminary Agreement 2, inter alia, to fence the construction site, to drive and accommodate construction machinery and equipment in the Land Plot (but not in the Blocks), etc., without violating the terms and conditions of the Lessee’s use of the Premises (the Permitted Use shall be available in full for those Premises that have been transferred to the Lessee for actual use), as provided for in the Preliminary Agreement, and also without violating the possibility for the Lessee to use all, without exception, dock gates in the Blocks and to approach them: by the Access Date, as specified in Clause 4.1 of the Preliminary Agreement, and by the Date of Transfer for Use, as specified in Clause 5.2 of the Preliminary Agreement. The Lessee hereby acknowledges that it has been fully notified of performance of such works and certain inconvenience or interference they may cause to/with the Lessee’s business, and the Lessee also acknowledges that the inconvenience or interference is not a violation of the Lessor’s obligations under the Preliminary Agreement, and the Lessee shall have no right to make any claims against the Lessor in connection with the performance of such works or to cause difficulties to the Lessor in their performance, provided that such works do not interfere with the performance of the Lessee’s Works or the actual use of the Premises under the Permitted Use (depending on which type of use is carried out by the Lessee under the Preliminary Agreement in the relevant period of time).

From the time of signing the Certificate of Transfer for Actual Use and subject to payment of the Parking Fee as part of the Actual Use Fee, the Lessee will have the right to use the Parking Slots:

The Parties hereby agree upon the following:

If the Lessor violates the time limits fixed for performance of its duty to provide the Lessee with the Premises in Block 1 for actual use (target Date of Transfer for Use 1 as determined in accordance with the provisions of Clause 3.2 of the Preliminary Agreement) for more than one hundred and twenty (120) days (the date to come after the specified one hundred and twenty (120) days is hereinafter referred to as “Check Date 1”):

The Lessee has the right to declare that acceptance of all the Premises in the Building and Checkpoints is postponed (“Right to Postpone 1”) to 01 April 2022 (“Target Date 2”);

if, as of the date prior to Check Date 2 as defined in Clause 5.10.2 below, a written notice of waiver in regard to the above Right to Postpone 1 has not been delivered to the Lessor, then it shall be deemed that such right has NOT been exercised;

in case when the Lessee exercises Right to Postpone 1 and the Lessee has notified the Lessor thereof in writing within the time limits stipulated in the previous paragraph of this clause, then starting from Check Date 1: (i) the Premises are not subject to transfer by the Lessor to the Lessee for actual use, and on Target Date 2 the Parties shall simultaneously sign the Lease Agreement and the Acceptance Certificate in respect of all the Premises in the Building and Checkpoints, subject to the provisions of Clauses 2.4, 5.1. - 5.3 of the Preliminary Agreement in their applicable part; (ii) the Lessor’s obligation to transfer the Premises for actual use within the time limits specified in Clause 3.2 of the Preliminary Agreement is terminated unconditionally; (iii) penalties provided for in Clause 9.6.1 and Clause 9.6.2 of the Preliminary Agreement shall not apply and their charging shall be fully terminated starting from Check Date 1, the Lessee shall, from Check Date 1, have no right to claim payment of such penalties (and the Lessee hereby waives such right); (iv) the right to repudiate the Preliminary Agreement by the Lessee who has exercised Right to Postpone 1 as set forth in Clauses 9.12 (a) and 9.12 (b) of the Preliminary Agreement shall not apply and the Lessee

shall have no such rights (for the avoidance of doubt, the Lessee hereby waives such rights); in this case, the Lessee may repudiate the Preliminary Agreement only in the manner and on the terms and conditions of Clause 9.12 (c) of the Preliminary Agreement.

in case the Lessee exercises Right to Postpone 1 under this Clause 5.10.1, Check Date 2 specified in Clause 5.10.2 below shall not apply and the consequences thereof, including the exercise of Right to Postpone 2, shall neither apply, nor arise as well;

if the Lessee has not declared the exercise of Right to Postpone 1 and thereafter the Lessor has received the authorization to put Block 1 into operation and other conditions for signing the Certificate of Transfer for Actual Use in respect to the Premises in Block 1 under Clause 5.2 of the Agreement are complied with, the Lessee undertakes to sign the Certificate of Transfer for Actual Use in respect to the Premises in Block 1 in the manner similar to that specified by Clauses 5.2, 5.3 hereof.

If the Lessor, as of Check Date 2 as defined below, violates the duty to provide the Lessee with the Premises in Block 1 for actual use (target Transfer Date 1 as determined under Clause 3.2 of the Preliminary Agreement) for more than one hundred and fifty (150) days, and/or the time limits for performance of the duty to provide the Lessee with the Premises in Block 2 for actual use (target Date of Transfer for Use 2 as determined under Clause 3.2 of the Preliminary Agreement) for more than one hundred and twenty (120) days (namely the date to come after the specified one hundred and fifty (150) or/and one hundred and twenty (120) days, respectively, is hereinafter referred to as “Check Date 2”):

The Lessee has the right to declare that acceptance of all the Premises in the Building and Checkpoints is postponed (“Right to Postpone 2”) to 01 April 2022 (“Target Date 2”);

in case when the Lessee exercises Right to Postpone 2 and the Lessee has notified the Lessor thereof in writing, then starting from Check Date 2: (i) the Premises are not subject to transfer by the Lessor to the Lessee for actual use, and on Target Date 2 the Parties shall simultaneously sign the Lease Agreement and the Acceptance Certificate in respect of all the Premises in the Building and Checkpoints, subject to the provisions of Clauses 2.4, 5.1. - 5.3 of the Preliminary Agreement in their applicable part; (ii) the Lessor’s obligation to transfer the Premises for actual use within the time limits specified in Clause 3.2 of the Preliminary Agreement is terminated unconditionally; (iii) penalties provided for in Clause 9.6.1 and Clause 9.6.2 of the Preliminary Agreement shall not apply and their charging shall be fully terminated as of Check Date 2, the Lessee shall, from Check Date 2, have no right to claim payment of such penalties (and the Lessee hereby waives such right); (iv) the Lessee’s right to unilaterally repudiate the Preliminary Agreement as set forth in Clauses 9.12 (a) and 9.12 (b) of the Preliminary Agreement shall not apply and the Lessee shall have no such rights (for the avoidance of doubt, the Lessee hereby waives such rights); in this case, the Lessee may repudiate the Preliminary Agreement only in the manner and on the terms and conditions of Clause 9.12 (c) of the Preliminary Agreement;

if the Lessee has not declared the exercise of Right to Postpone 2 and/or has not exercised the right to unilaterally repudiate the Preliminary Agreement on grounds specified by either Clause 9.12 (b) or Clause 9.12 (c) of the Preliminary

Agreement, and thereafter the Lessor has received the relevant authorizations to put the Blocks/Checkpoints into operation, and other conditions for signing the Certificate of Transfer for Actual Use under Clause 5.2 of the Agreement are complied with, the Lessee undertakes to sign the Certificate of Transfer for Actual Use or (if by that moment the Lessor’s title to the respective Block/Checkpoint has already been registered) the Acceptance Certificate and the Lease Agreement/Supplementary Agreement to the Lease Agreement in the manner similar to that specified by Subclauses 2.4, 2.5, 5.2, 5.3 hereof.

PAYMENTS

In the period from the Access Date to the date of signing the Certificate of Transfer for Actual Use in respect of the relevant part of the Premises, the Lessee shall, on or before the fifteenth (15th) day of the month following the lease month to be paid, pay the Access Fee to the Lessor that is equivalent to a sum of the following amounts: Operating Expenses and fifty (50) percent of the Variable Part of the Lease Payment, subject to the provisions of the last paragraph of Clause 4.2 hereof.

After signing the Certificate of Transfer for Actual Use, the Lessee shall pay the Actual Use Fee to the Lessor that is equivalent to a sum of the following amounts: Basic Lease Payment, Parking Fee, Operating Expenses and Variable Part of the Lease Payment, or the Reduced Actual Use Fee as specified in this clause below.

Basic Lease Payment:

Operating Expenses:

Parking Fee:

For the avoidance of doubt, the Parties hereby confirm that upon expiration of twelve (12) months from the date when the Lessor has performed the duty to transfer the first Premises for actual use hereunder (and in cases when the Lessee exercises the Right to Postpone under Clause 5.10 hereof, upon expiration of twelve (12) months from Target Date 2) and further on each anniversary of such date, the rates of the Basic Lease Payment, Parking Fee, Operating Expenses, and the relevant components of the Variable Part of the Lease Payment (if applicable) shall be subject to annual indexation in the manner to be determined in accordance with the Lease Agreement provisions on indexation of the Lease Payment components.

The Lessee shall make payments under the Preliminary Agreement by wire transfer to the bank account specified by the Lessor in the Preliminary Agreement; the Lessor may change such bank account, having notified the Lessee thereof in writing in sufficient time (five (5) Business Days) prior to the relevant payment date.

The Lessor hereby confirms that it is a payer of Value Added Tax (VAT) as of the date of signing the Preliminary Agreement. If the Lessor ceases to be a VAT payer, the Lessor shall be obliged to immediately notify the Lessee thereof and, upon the Lessee’s request, provide supporting documentation to the Lessee.

All payments payable by the Lessee to the Lessor in accordance with the Preliminary Agreement are specified excluding VAT (unless otherwise expressly provided for hereby). If, in accordance with the Laws, such payment amounts are subject to VAT or any other similar tax that replaces it or is levied in addition to it, the amount of payment shall be increased by the amount of VAT and/or other similar indirect tax (to be calculated at the rate applied for the time being).

For the avoidance of doubt, the Parties confirm that VAT is subject to charging, including, but not limited to, on the amounts of the Basic Lease Payment, Parking Fees, Operating Expenses, Variable Part of the Lease Payment, Access Fees, Actual Use Fees and on the Security Payment amount.

Any payment under the Preliminary Agreement shall be deemed to have been made by one Party and actually received by the other Party from the time the funds are credited to the correspondent account of the beneficiary’s bank (except for the case when the funds are returned by the beneficiary’s bank due to incorrect details of the payment recipient or for any other reason).

The Lessee’s obligations to make payments under the Preliminary Agreement may not be terminated by set-off against any monetary obligation of the Lessor without the Lessor’s prior written consent thereto unless otherwise expressly stipulated herein.

SECURITY FOR OBLIGATIONS

In order to ensure performance of its obligations hereunder, the Lessee shall, within fifteen (15) Business Days from the Preliminary Agreement date, furnish the Lessor with the security in the form of the Bank Guarantee (Clause 7.2 of the Preliminary Agreement) or Security Payment (Clause 7.3 of the Preliminary Agreement) as provided for in this Section.

Bank Guarantee

Within fifteen (15) Business Days from the Preliminary Agreement date, the Lessee shall provide the Lessor with the original Bank Guarantee for the Total Security Amount, namely: 468,679,512 (four hundred and sixty-eight million six hundred and seventy-nine thousand five hundred and twelve) Rubles, 60/100 (for the avoidance of doubt, this amount is calculated on the basis of the Lease Payment rates to be included in the calculation of the Total Security Amount, including VAT).

The Bank Guarantee shall be issued for a period of at least twelve (12) months. Any Bank Guarantee that expires prior to the date of the Preliminary Agreement termination due to full performance by the Parties of their obligations hereunder shall be renewed for at least twelve (12) months at each renewal, and any such renewed Bank Guarantee shall be provided to the Lessor no later than ten (10) Business Days prior to the expiry date of the current Bank Guarantee. However, validity periods of the Bank Guarantees follow each other without overlapping, irrespective of the issue dates of the Bank Guarantees.

The Bank Guarantee should secure performance of all Lessee’s obligations under the Preliminary Agreement, including, but not limited to, the obligations to make payments specified by the Preliminary Agreement towards the Security Payment in accordance with

The Bank Guarantee shall be issued by the Guarantor Bank as an irrevocable guarantee, according to which the Guarantor Bank will have to make payment based solely on the following documents submitted by the Lessor to the Guarantor Bank:

claim of the Lessor to the Guarantor Bank to make payments under the Bank Guarantee due to the fact that the Lessee failed to perform the relevant obligation under the Preliminary Agreement (hereinafter, the “Claim”);

documents confirming the authority of the Claim signatory:

original or notarized copy of the power of attorney authorizing the Lessor’s representative to sign the Claim.

copies of the documents certified by the Lessor and confirming the authority of the Lessor’s sole executive body, namely: the Articles of Association of the Lessor; extracts from the Unified State Register of Legal Entities with the period of expiry of no more than thirty (30) calendar days; the resolution/minutes on election of the Lessor’s sole executive body; or

a notarized banking sample signatures and seal card of the Lessor (or copy thereof) from the Lessor’s servicing bank certified by the Lessor’s bank.

except for the obligation stipulated in Clause 7.3.6 of the Preliminary Agreement, in case of non-performance/improper performance of which the Lessor is not required to submit a separate claim to the Lessee – a copy of the claim against the Lessee certified by the Lessor, indicating non-performance/improper performance by the Lessee of the obligation under the Preliminary Agreement with a description of such obligation, as well as indicating the amount of and underlying reason for (references to clauses of the Preliminary Agreement and/or the laws of the Russian Federation) the respective obligation of the Lessee;

except for the obligation stipulated in Clause 7.3.6 of the Preliminary Agreement, in case of non-performance/improper performance of which the Lessor is not required to submit a separate claim to the Lessee – a copy of a post-office receipt certified by the Lessor and confirming that the Lessor’s written claim has been sent to the Lessee requiring performance of the relevant obligation under the Preliminary Agreement, OR a certified by the Lessor copy of the Lessor’s claim with an entry of service to the Lessee made thereon;

only in the event that copies of documents attached to the Claim are certified not by the sole executive body of the Lessor – documents confirming the authority of the person who certified the copies of the documents attached to the Claim on behalf of the Lessor, namely: an original or a notarized copy of the power of attorney authorizing the Lessor’s representative to certify copies of the documents attached to the Claim.

For the avoidance of doubt, the amount of the Bank Guarantee available to the Lessor should not be less than the Total Security Amount at any time during the Preliminary Agreement.

Annual reissue of the Bank Guarantee on the same terms and conditions for a new period of at least twelve (12) months, subject to the Indexation of such new Bank Guarantee amount, at least ten (10) Business Days before each Indexation Date under Clause 6.3 of the Preliminary Agreement. Indexation of the Bank Guarantee amount shall be made on the basis of the rules set forth in Clause 4.2 of the Lease Agreement, applied by analogy;

If any amount under the Bank Guarantee is used by the Lessor in accordance with the Preliminary Agreement, the Lessee shall replenish the Bank Guarantee amount in full to the amount of the Total Security Amount within fifteen (15) Business Days from the date of the Bank Guarantee amount reduction.

The Parties agree that Lessor waives its rights under the Bank Guarantee and returns the Bank Guarantee to the Lessee upon the Lessee’s written request in the event that the Lessee replaces the Bank Guarantee provided by the Lessee to the Lessor with the Security Payment equal to the Total Security Amount as stipulated in Clause 7.1 of the Preliminary Agreement. In such case, the original Bank Guarantee with a written waiver of rights thereunder shall be delivered by the Lessor to the Lessee within five (5) Business Days upon receipt by the Lessor of the relevant request from the Lessee.

Except for the Lessee’s non-performance/improper performance of the obligation to provide the Security Payment in accordance with Clause 7.3.6 of the Preliminary Agreement, in which case the Lessor is not required to file an additional claim for its payment to the Lessee and may make a claim under the Bank Guarantee immediately, if the Security Payment is not received by the Lessor on the dates determined under the provisions of Clause 7.3.7 below, the Lessor shall exercise its rights under the Bank Guarantee only and solely after the Lessor has filed to the Lessee a claim against the Lessee indicating the Lessee’s failure to perform / improper performance of its obligations under the Preliminary Agreement and provided that the Lessee has not remedied the violation outlined in the above mentioned Lessor’s claim, within five (5) Business Days upon receipt of the relevant Lessor’s claim.

For the avoidance of doubt, the Bank Guarantee shall also secure performance of the Lessee’s obligation to provide a Security Payment in accordance with Clause 7.3.6 of the Preliminary Agreement and if the Lessee fails to provide the Lessor with the Security Payment within the time limits specified in Clause 7.3.7 of the Preliminary Agreement, the Lessor shall have the right, without any need in sending a separate claim to the Lessee, to receive the relevant sum in the amount equal to the Security Payment amount, on the basis of filing a claim under the valid Bank Guarantee.

Any Bank Guarantee that fails to meet the requirements of the Preliminary Agreement is not deemed to have been provided by the Lessee to the Lessor, and in this case the Lessee shall be liable to make the Security Payment under Clause 7.3.6 below, unless changes in the conditions are agreed with the Lessor, or the Bank Guarantee is issued for an amount exceeding the Total Security Amount and/or for a period longer than stipulated in Clause 7.2.2 of the Preliminary Agreement.

Security Payment

The Lessee may, subject to the provisions of Clause 7.1 of the Preliminary Agreement, instead of providing the Lessor with the Bank Guarantee, to make the Security Payment equal to the Total Security Amount within the time limits stipulated for providing any (both initial and subsequent) Bank Guarantee.

The Security Payment shall be a means of securing the Lessee’s performance of its obligations under the Preliminary Agreement in accordance with Article 381.1 of the Civil Code of the Russian Federation and shall not be a down payment or an advance payment, but may have a payment function and therefore includes VAT.

The Security Payment shall be at the Lessor’s disposal and use, and no interest is charged on the use of the Security Payment amount in favor of the Lessee for the period of time that the Security Payment amount is at the Lessor’s disposal.

The Security Payment secures performance of all Lessee’s obligations under the Preliminary Agreement, including, but not limited to, the obligations to make payments specified by the Preliminary Agreement, to pay the value of damage caused by the Lessee to the Premises and other property of the Lessor, to cover other amounts of the Lessee’s debt to the Lessor arising under the Preliminary Agreement, as well as only those amounts of penalties and repudiation fees that are specified in Clauses 9.2.1, 9.4.1 - 9.4.6 of the Preliminary Agreement, but shall not secure any penalties other than those expressly referred to in this clause above.

In the event of the Lessee’s failure to perform its obligations in due time, the Lessor has the right to make deductions of the relevant amounts from the Security Payment amount upon expiration of five (5) Business Days after sending a warning to the Lessee that the Lessor intends to make a deduction from the Security Payment, and the Lessee shall be obliged to replenish the Security Payment amount within fifteen (15) Business Days upon receipt of a written claim from the Lessor. The provisions of Appendix 8 to the Lease Agreement shall apply to the Security Payment made under the Preliminary Agreement, by analogy.

The Lessor may claim and the Lessee is obliged to provide (to make) the Security Payment to the Lessor in any of the following cases, subject to the provisions of this clause below:

if the Lessee fails to provide / renew / reissue the Bank Guarantee within the time limits specified in Clause 7.2 of the Preliminary Agreement; and/or

if the Lessee fails to provide the Bank Guarantee under the Lease Agreement or under any of the Supplementary Agreements to the Lease Agreement, on the date of expiration of seven (7) Business Day from the date of signing either the Lease Agreement or any Supplementary Agreement to the Lease Agreement; and/or

if bankruptcy/liquidation proceedings have been initiated against the Guarantor Bank (including the case of applying to court to declare the Guarantor Bank insolvent/ a bankrupt) and/or in case the Guarantor Bank’s license has been revoked, and the Lessor has not been provided with the Bank Guarantee of another Guarantor Bank.

The Security Payment shall be payable by the Lessee to the Lessor:

when it is necessary to provide the Bank Guarantee in connection with signing the Preliminary Agreement – on the following day after the time limit fixed by Clause 7.2.1 of the Preliminary Agreement for providing the Bank Guarantee has expired;

when it is necessary to provide a new Bank Guarantee due to expiration of the previous one and/or when there is a need in Indexation of the Bank Guarantee amount according

when it is necessary to provide the Bank Guarantee due to signing the Lease Agreement/Supplementary Agreement to the Lease Agreement – within seven (7) Business Days after the Lease Agreement and each Supplementary Agreement to the Lease Agreement have been signed;

in case of failure to replenish the Bank Guarantee amount, if it has been used: within five (5) Business Days upon receipt by the Lessee of the relevant Lessor’s claim (which can be filed only after the time limit specified above for replenishing the Bank Guarantee amount has expired), if by that time the violation is not remedied;

in cases specified in Subclause 7.3.6(c) of the Preliminary Agreement – within thirty (30) days from the date when any one of the events specified in this subclause has occurred, if by that time the Lessee has not provided the Lessor with the Bank Guarantee issued by another Guarantor Bank, under the conditions of the Preliminary Agreement.

Except for the case specified in Clause 7.3.9 of the Preliminary Agreement, the Parties specifically agree that the Security Payment, if made in accordance with the terms and conditions of the Preliminary Agreement (less any deductions made in respect of such Security Payment), shall be returned by the Lessor to the Lessee, only if the Lessee provides the Bank Guarantee for the Total Security Amount in accordance with Clauses 7.1-7.2 of the Preliminary Agreement, in the following procedure:

If the Preliminary Agreement is terminated due to circumstances within the Lessor’s control or if the Lease Agreement is not signed due to circumstances within the Lessor’s control, the Security Payment (if paid in exchange for the Bank Guarantee) shall be refunded by the Lessor to the Lessee in full within twenty (20) Business Days from the date of the Preliminary Agreement termination.

On each Indexation Date, the Security Payment amount shall be indexed automatically as follows: the Security Payment amount due from the Lessee to the Lessor under the Preliminary Agreement is recognized as equal to the Total Security Amount as of the Indexation Date.

Except for the cases described in this clause below, upon signing the Lease Agreement, the Security Payment provided by the Lessee under the Lease Agreement shall not be refunded by the Lessor to the Lessee (in the relevant creditable part), but shall be credited towards the Security Payment under the Lease Agreement. In so doing, that part of the Security Payment provided under the Preliminary Agreement is subject to offset, which is calculated on the basis of the Leased Area of the Premises leased out under the Lease Agreement. The remaining part of the Security Payment provided to the Lessor under the Preliminary Agreement remains at the Lessor’s disposal under the Preliminary Agreement until the date of signing the last Supplementary Agreement to the Lease Agreement by the Parties under Clauses 2.4 - 2.5 of the Preliminary Agreement.

ASSIGNMENT OF RIGHTS AND OBLIGATIONS

The Lessee may not assign/transfer or otherwise dispose of its rights and/or obligations under the Preliminary Agreement without the Lessor’s prior written consent.

In cases of novation of the Lessor’s Party hereunder, the Lessee shall provide the new lessor and (if applicable) the remaining (in respect of a certain portion of the Premises) current Lessor with the similar Bank Guarantee with the amount, validity period and other conditions to be determined from time to time under the provisions of Clause 7. 2 of the Preliminary Agreement not later than within fifteen (15) Business Days from the date when the Lessee has been notified of the closed transaction involving the novation of the Lessor’s Party, provided that the Lessor or the new lessor compensates for the Lessee’s expenses incurred in reissue of the Bank Guarantee in favor of the new lessor, and if such expenses have been compensated but the new Bank Guarantee has not been provided within the time limit specified in this paragraph, the Lessee undertakes to make the Security Payment in the manner and under the conditions specified in Clauses 7.3.6 – 7.3.7 of the Preliminary Agreement.

TERMINATION OF THE AGREEMENT AND LIABILITY OF THE PARTIES

If, for reasons within the Lessee’s control, the competent authorities impose sanctions/issue improvement notices against the Lessor due to violation by the Lessee of fire safety rules, sanitary and epidemiological requirements, other requirements or Mandatory Rules through its actions in the Premises, or the Lessee’s business in the Premises or in another part of the Warehouse Complex / Land Plot, but not due to failure of the Land Plot, Building, Checkpoints, Premises to comply with any requirements, compliance with which should be ensured by the Lessor as the developer and owner of the Building / Checkpoints, the Lessee shall be required to reimburse the Lessor in full for all documented costs incurred in paying the relevant penalties and/or implementing the prescribed improvements no later than five (5) Business Days upon receipt of the Lessor’s written request with duly certified copies of documents confirming that the Lessor has been brought to liability for the reasons referred to in this clause / that the improvement notices have been issued, as applicable, and copies of documents confirming payment of penalties, if applicable.

This Preliminary Agreement may be early terminated at the initiative of either Party in court on the grounds specified by the current Laws of the Russian Federation, as well as unilaterally out of court in cases mentioned in Clauses 9.12, 9.13 of the Preliminary Agreement. No repudiation of the Preliminary Agreement on any grounds other than those specified in Clauses 9.12, 9.13 of the Preliminary Agreement shall be permitted.

(a) if the Lessor withdraws from the Preliminary Agreement for the reasons mentioned in Clause 9.13 the Preliminary Agreement, the Lessor may request payment from the Lessee, and the Lessee is obliged to pay an exclusive penalty in the amount equivalent to the sum of the Basic Lease Payment, Operating Expenses and Parking Fees payable for eighteen (18) months of the Lease Period, calculated for all the Premises and all Parking Slots to be transferred to the Lessee under the Preliminary Agreement and the Lease Agreement, at the rates of the first year of the Lease Period, excluding VAT. The penalty under this clause shall be paid within thirty (30) Business Days upon receipt by the Lessee of the relevant Lessor’s claim.

if the Lessee withdraws from the Preliminary Agreement for the reasons mentioned in Clause 9.12 ((a), (b), (c)) of the Preliminary Agreement, the Lessee may request payment from the Lessor, and the Lessor is obliged to pay an exclusive penalty in the amount equivalent to the sum of the Basic Lease Payment, Operating Expenses and Parking Fees payable for eighteen (18) months of the Lease Period, calculated for all the Premises and all Parking Slots to be transferred to the Lessee under the Preliminary Agreement and the Lease Agreement, at the rates of the first year of the Lease Period, excluding VAT. The penalty under this clause shall be paid within thirty (30) Business Days upon receipt by the Lessor of the relevant Lessee’s claim. The Parties hereby confirm that the amount of penalty specified in Clause 9.2.2 of the Preliminary Agreement is

If the Preliminary Agreement is terminated or cancelled (regardless of the grounds for termination or cancellation) and the Lease Agreement is not signed, the Lessee shall vacate the Premises that are accessed by the Lessee or that are used by the Lessee under the Certificate of Transfer for Actual Use and shall return them to the Lessor on the expiry date of four (4) months from the date of the Preliminary Agreement termination under a return certificate to be signed by the both Parties. At the same time, if the Preliminary Agreement is terminated due to circumstances within the Lessee’s control, the Lessee undertakes to pay the Actual Use Fee to the Lessor in the full amount specified in Clause 6.2 of the Preliminary Agreement during the specified four (4) months’ period (and performance of the obligation to pay the same is also secured by the Bank Guarantee and Security Payment).

the Lessee evades from return of the Premises to the Lessor in the manner prescribed by the Preliminary Agreement;

the Lessor refuses to perform the Preliminary Agreement on the grounds specified in Clause 9.13( b) and provided that the Lessor, at any appropriate time while the Lessee remains at the Premises, has no security for the Lessee’s obligations in the form of either the Bank Guarantee or Security Payment for the Total Security Amount (once such security has been provided in the required amount, access is restored immediately before the end of the period mentioned in the first paragraph of this clause).

Irrespective of other remedies and grounds of protection under the Preliminary Agreement, the Lessor will be entitled to recover a penalty from the Lessee in the following cases and at the following rates:

(a) impossibility to sign any Access Certificate to the respective Premises on the target Access Date specified in Clause 4.1 of the Preliminary Agreement due to the fact that there are any grounds for the Extension Period to come into effect and the time limits of granting Access to the respective Premises have not been met due to the circumstances specified in Subclauses (a) (if such circumstances depend on the Lessee), or (b), or (c), or (d) of Clause 3.3 of the Preliminary Agreement:

in the amount equivalent to the daily amount of the Access Fee as defined in Clause 6.1 of the Preliminary Agreement, subject to the applicable VAT rate, but without account for the Variable Part of the Lease Payment, at the rates of the first year of the Lease Period specified in the Lease Agreement, for the respective Premises for which the Access Certificate has not been signed, for each day starting from the sixth (6) day following the day when the respective Access Certificate should have been signed under the conditions of the Preliminary Agreement, i.e. should the access time limits to the respective Premises have not been postponed (namely: on the target Access Date specified in Clause 4.1 of the Preliminary Agreement), and to the end date of the Extension Period inclusive or to the date of signing the Access Certificate, whichever is earlier.

in the amount equivalent to the daily amount of the Access Fee as defined in Clause 6.1 of the Preliminary Agreement, subject to the applicable VAT rate, but without account for the Variable Part of the Lease Payment, at the rates of the first year of the Lease Period specified in the Lease Agreement, for the respective Premises for which the Access Certificate has not been signed, for each day starting from the time when the respective Access Certificate should have been signed under the conditions of the Preliminary Agreement and to the fifth day of the violation stipulated in this subclause inclusive or to the date of signing the Access Certificate in respect of the relevant Premises, whichever is earlier.

starting from the sixth day of the violation stipulated in this subclause to the date of signing the Access Certificate in respect of the relevant Premises, in the amount calculated under the following formula: X + X * 0.05% for each day, where:

(a) impossibility to sign any Certificate of Transfer for Actual Use on the target Date of Transfer for Use specified in Clause 3.2 of the Preliminary Agreement, and in case the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement, impossibility to sign the Acceptance Certificate on Target Date 2 due to the fact that there are any grounds for the Extension Period to come into effect and the time limits of commissioning the respective Premises and transfer of the Premises to the Lessee for actual use/lease have not been met due to the circumstances specified in Subclauses (a) (if such circumstances depend on the Lessee), (b) or (c), or (d) of Clause 3.3 of the Preliminary Agreement:

in the amount equivalent to the daily amount of the Actual Use Fee as defined in Clause 6.2 of the Preliminary Agreement, subject to the applicable VAT rate, but without account for the Variable Part of the Lease Payment, at the rates of the first year of the Lease Period specified in the Lease Agreement, for the respective Premises for which the Certificate of Transfer for Actual Use/Acceptance Certificate has not been signed, for each day starting from the sixth (6) day following the day when the respective Certificate of Transfer for Actual Use (and in case the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement, the Acceptance Certificate) should have been signed under the conditions of the Preliminary Agreement, i.e. should the time limits of commissioning and transfer of the respective Premises have not been postponed (namely: on the target Date of Transfer for Use specified in Clause 3.2 of the Preliminary Agreement, and in case the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement: to Target Date 2), and to the end date of the Extension Period inclusive or to the date of signing the Certificate of Transfer for Actual Use/Acceptance Certificate, whichever is earlier;

in the amount equivalent to the daily amount of the Actual Use Fee as defined in Clause 6.2 of the Preliminary Agreement, subject to the applicable VAT rate, but without account for the Variable Part of the Lease Payment, at the rates of the first year of the Lease Period specified in the Lease Agreement, for the respective Premises for which the Certificate of Transfer for Actual Use has not been signed, for each day starting from the time when the respective Certificate of Transfer for Actual Use should have been signed under the conditions of the Preliminary Agreement and to the fifth day of the violation stipulated in this clause inclusive or to the date of signing the Certificate of Transfer for Actual Use, whichever is earlier;

starting from the sixth day of the violation stipulated in this clause to the date of signing the Certificate of Transfer for Actual Use in respect of the relevant Premises, in the amount calculated under the following formula:

in the amount equivalent to the daily amount of the Lease Payment, subject to the applicable VAT rate, but without account for the Variable Part of the Lease Payment, at the rates of the first year of the Lease Period specified in the Lease Agreement, for all Premises in the Building and Checkpoints, for each day starting from the time when the Lease Agreement and the Acceptance Certificate should have been signed under the conditions of the Preliminary Agreement and to the fifth day of the violation stipulated in this clause inclusive or to the date of signing the Lease Agreement and the Acceptance Certificate thereto, whichever is earlier;

in the amount equivalent to fifty percent (50%) of the daily amount of the Actual Use Fee as defined in Clause 6.2 of the Preliminary Agreement, subject to the applicable VAT rate, at the rates of the first year of the Lease Period specified in the Lease Agreement, for the respective Premises for which the elimination certificate for the Major Defects (Clause 5.3 of the Preliminary Agreement) has not been signed, for each day starting from the time when the respective certificate should have been signed under the conditions of the Preliminary Agreement and to the fifth day of the violation stipulated in this clause inclusive or to the date of signing the elimination certificate for the Major Defects, whichever is earlier;

the Lessee’s evasion / ungrounded refusal in violation of the conditions of the Preliminary Agreement to sign the Lease Agreement / Supplementary Agreement to the Lease Agreement /

non-performance or improper performance of the obligations to provide / restore the amount of / replenish / index (whichever is applicable on the relevant date) the Security Payment, starting from the sixth (6th) day of delay, at the rate of five hundredths of a percent (0.05%) of the Security Payment or a part thereof to be provided by the Lessee at the relevant time, for each day of delay, and if the respective violation is not corrected as of the date of signing the Access Certificate / Certificate of Transfer to Actual Use / Acceptance Certificate, the Lessor may refuse to sign the relevant above mentioned Certificates, as well as the Lease Agreement / Supplementary Agreement to the Lease Agreement. Such refusal does not constitute a violation of the Lessor’s obligations under the Preliminary Agreement or the Lease Agreement;

the Lessee’s violation of the payment due dates stipulated in the Preliminary Agreement, starting from the sixth (6th) day of delay at the rate of five hundredths of a percent (0.05%) of the amount, which payment was delayed / overdue, including VAT, for each day of delay;

the Lessee’s violation of the time limits under Clause 4.6.4 of the Preliminary Agreement, starting from the sixth (6th) day of delay, at the rate of five hundredths of a percent (0.05%) of the monthly Basic Lease Payment for all Premises subject to transfer to the Lessee under this Preliminary Agreement, including VAT, for each day.

The Lessor may recover the penalties listed in Clauses 9.2.1 (a), 9.4.1, 9.4.2, 9.4.3, 9.4.5, 9.4.6 of the Preliminary Agreement or the repudiation fee specified in Clause 9.2.1 (b) of the Preliminary Agreement by withholding out of the Security Payment and/or by making an appropriate claim under the Bank Guarantee subject to Clauses 7.2.7 and 7.3.5 of the Preliminary Agreement.

The Lessee will be entitled to recover a penalty from the Lessor in the following cases and at the following rates:

in case the Lessor violates the target Access Dates fixed by Clause 4.1 of the Preliminary Agreement in excess of fifteen (15) days:

one percent (1%) of the monthly amount of the Basic Lease Payment calculated in respect of the Premises, for which the target Access Date is violated (no Access is granted), for each day of delay, starting from the sixteenth day of delay to the sixtieth day of delay inclusive or to the date of granting Access, whichever is earlier;

two percent (2%) of the monthly amount of the Basic Lease Payment calculated in respect of the Premises, for which the target Access Date is violated (no Access is granted), for each day of delay, starting from the sixty-first day of delay to:

in case the Lessor violates the time limits for transferring the Premises of the Blocks to the Lessee for actual use (target Dates of Transfer for Use specified in Clause 3.2 of the Preliminary Agreement) in excess of fifteen (15) days, subject to the provisions of Clause 9.6.5 below:

one and a half percent (1.5%) of the monthly amount of the Basic Lease Payment calculated in respect of the Premises, for which the Lessor failed to perform the obligation to transfer the Premises of the relevant Block for actual use, for each day of delay, starting from the sixteenth day of delay to the sixtieth day of delay inclusive or to the date of the Lessor’s performance of the relevant obligation to transfer the Premises, whichever is earlier;

two percent (2%) of the monthly amount of the Basic Lease Payment calculated in respect of the Premises, for which the Lessor failed to perform the obligation to transfer the Premises of the relevant Block for actual use, for each day of delay, starting from the sixty-first day of delay to:

in case of ungrounded full suspension by the Lessor of the Lessee’s Works in the relevant Premises, in respect of which the Lessee has signed the Access Certificate, out of accordance with the provisions of Clause 4.7 of the Preliminary Agreement, without the Lessee’s approval, for a period in excess of ten (10) Business Days in aggregate during the period from the Access Date to the date of putting the relevant Block into operation, at the rate of one percent (1%) of

the Lessor’s violation of the time limits fixed for return of the Security Payment by Clause 7.3.8 of the Preliminary Agreement, at the rate of five hundredths of a percent (0.05%) of the non-returned Security Payment amount for each day of delay.

For the avoidance of doubt, penalties under Clauses 9.6.1 and 9.6.2 of the Preliminary Agreement shall not be added up and shall apply as follows: if there is a delay in concurrent performance of more than one of the following obligations: granting Access to the Premises in any of the Blocks/Checkpoints and transfer of the same Premises in the same Block/Checkpoint for actual use, the Lessee shall charge the penalty under Clause 9.6.1 of the Preliminary Agreement, while the penalty under Clause 9.6.2 of the Preliminary Agreement shall be charged by the Lessee and paid by the Lessor only in regard to a part of the period of delay in the Lessor’s obligation, for which the penalty under Clause 9.6.2 of the Preliminary Agreement is specified, exceeding the period of delay in the Lessor’s obligation, for which the penalty under Clause 9.6.1 is specified (i.e. charging the penalty under Clause 9.6.2 of the Preliminary Agreement starts from the day following the expiration of the following period: number of calendar days of delay in performing the Lessor’s obligation to grant Access to the relevant Premises).

For the avoidance of doubt, the Parties confirm that the penalties provided for in Clauses 9.6.1 and 9.6.2 for delay in target Access Dates or target Dates of Transfer for Use are applied subject to the provisions of the Preliminary Agreement on extension/postponement of the relevant target dates, and in cases of such extension/postponement of the Lessor’s obligation under the Preliminary Agreement, the said penalties shall be applied only in the event of the Lessor’s delay beyond such extended time limits, and in such cases references to the target Access Dates or target Dates of Transfer for Use in Clauses 9.6.1 and 9.6.2 shall be read as references to the dates after the end of such extended periods determined subject to the provisions of the Preliminary Agreement on extension/postponement of time limits.

If one of the Parties terminates the Lease Agreement due to a breach by the other Party of its obligations under the Lease Agreement, the Preliminary Agreement shall be automatically terminated from the date of the Lease Agreement termination. In this case, the initiating Party shall be entitled to recover penalties and other monies due to it in connection with the termination under the Lease Agreement, but shall not be entitled to recover penalties and other monies that might have been due to it in connection with the early termination by such Party of the Preliminary Agreement under this Section.

Any amounts of sanctions (late payment interest, penalties, fines) and other payments specified in this Section shall be paid within five (5) Business Days upon receipt by one Party of a written claim from the other Party entitled to claim payment of such sanctions or payments, unless otherwise expressly provided for in the relevant clauses of the Preliminary Agreement. Payment of fines, penalties or late payment interest under the Preliminary Agreement, as well as compensation for damages, both in case of improper performance and in the event of default, shall not relieve the Lessee from performance in kind.

If the Lessee (including any employees, representatives, contractors, subcontractors, sublessees or visitors of the Lessee) places a vehicle in the territory of the Warehouse Complex outside the Parking Slots without prior written approval of the Lessor, the Lessor will be entitled to relocate the wrongdoer’s vehicle within the territory of the Warehouse Complex and/or outside the territory of the Warehouse Complex at the expense of the Lessee.

In the event of suspension / cessation / restriction of performance by the government bodies and/or local authorities of their functions (activities) during the term of the Preliminary Agreement, if the performance of such functions is necessary for the proper performance of the Lessor’s obligations under the Preliminary Agreement, the time limits fixed for the Lessor’s performance of its obligations under the Preliminary Agreement shall be considered automatically extended for an appropriate number of days equal to the period of suspension / cessation / restriction of the activities of the relevant government bodies and/or local authorities, and this shall not constitute a violation by the Lessor of the terms and conditions of the Preliminary Agreement and/or the Lessor’s evasion from entering into the Lease Agreement, and, for the avoidance of doubt, the Lessor’s liability for violation of such time limits shall arise only in case of violation of the time limits extended under the provisions of this clause. In the case mentioned in this clause, the Lessee has no rights to terminate / unilaterally repudiate the Preliminary Agreement.

Subject to the provisions of Clause 5.10 of the Preliminary Agreement establishing the peculiarities and conditions for the exercise of this right by the Lessee, the Lessee may unilaterally repudiate the Preliminary Agreement out of court in the following cases:

in the Premises of Block 1 / Premises of Checkpoint 1 / Premises of Checkpoint 2, in excess of one hundred and eighty (180) days from the target Access Date specified in Clause 4.1 of the Preliminary Agreement;

in the Premises of Block 2 / Premises of Block 4, in excess of one hundred and twenty (120) days from the target Access Date specified in Clause 4.1 of the Preliminary Agreement;

in the Premises of Block 3 / Premises of Checkpoint 3, in excess of one hundred and eighty (180) days from the target Access Date specified in Clause 4.1 of the Preliminary Agreement; or

the Premises of Block 1 / Premises of Checkpoint 1 / Premises of Checkpoint 2, in excess of one hundred and fifty (150) days from target Date of Transfer to Use 1 specified in Clause 3.2 of the Preliminary Agreement;

the Premises of Block 2 and the Premises of Block 4, in excess of one hundred and twenty (120) days from target Date of Transfer to Use 2 specified in Clause 3.2 of the Preliminary Agreement;

the Premises of Block 3 / Premises of Checkpoint 3, in excess of one hundred and eighty (180) days from target Date of Transfer to Use 3 specified in Clause 3.2 of the Preliminary Agreement; or

The Lessor may unilaterally repudiate this Preliminary Agreement out of court in the following cases:

FORCE MAJEURE

Each of the Parties shall be released from liability for full or partial failure to perform its obligations under the Preliminary Agreement, if such failure has been caused by Force Majeure Events having occurred after signing the Preliminary Agreement. The release of liability refers only to the obligation, duly performance of which has become impossible due to such Force Majeure Events and only for the duration period of the Force Majeure Events.

The Parties referring to the Force Majeure Events shall notify the other Party thereof in writing immediately after occurrence of such events with supporting documents attached.

In case the Force Majeure Events last in excess of three (3) months or there are reasonable grounds to suppose that the Force Majeure Events will last in excess of three (3) months, the Parties undertake to start negotiations and amend the Preliminary Agreement as required for the Parties to continue performance of the obligations under the Preliminary Agreement as close as possible to the initial intentions of the Parties.

NOTICES

Any notices, approvals, consents, claims, authorizations or other communications in connection with the Preliminary Agreement, except for notices, approvals, consents, claims, authorizations or other communications as specified in Clause 3.1 of the Preliminary Agreement, shall be made in writing and shall be delivered by (a) a registered letter with declared value, return receipt requested and a list of enclosures, or (b) by a telegram, or (c) by courier service / courier to the Party’s addresses given in Clause 11.2 of the Preliminary Agreement, and for each case

The Parties’ mailing addresses:

The relevant notice, approval, consent, claim, authorization or other communication mentioned in Clause 11.1 of the Preliminary Agreement will be deemed to have been received on the date of its actual delivery (actual service) in the procedure set out in Clause 11.1 of the Preliminary Agreement, but provided that the said notice, approval, consent, claim, authorization or other communication has also been delivered to the Party to all e-mail addresses listed in Clause 11.2 of the Preliminary Agreement (or to other addresses, of the change in which one Party has notified the other Party) not later than the actual delivery date.

The Parties specifically stipulate that all notices, approvals, consents, claims, authorizations or other communications mentioned in Clause 3.1 of the Preliminary Agreement shall be sent by the Parties to the following email addresses (or other addresses, of the change in which one Party has notified the other Party):

If the Party’s address for correspondence and/or other details mentioned in this Section 11 have changed, the Party shall promptly notify the other Party thereof in writing in the manner prescribed in Clause 11.1 of the Preliminary Agreement to the addresses given in Clause 11.2 of the Preliminary Agreement.

LIMITATION OF LIABILITY

The Party shall not be liable for or in connection with events resulting from any accident or damage, disturbance, or inconvenience to the other Party, its employees, or visitors as a result of:

any act or omission of any future or existing lessee of other premises in the Warehouse Complex (not related to the Premises hereunder) or other person occupying any part of other premises in the Warehouse Complex (not related to the Premises hereunder) (including employees of such persons), or

any act or omission of any other third party, including government authorities, except for employees, contractors, subcontractors, suppliers of the Party concerned, for whose actions such Party is liable to the other Party under the terms of the Preliminary Agreement or the Laws, and with exception of: as regards the Lessee – sublessees or any persons admitted to or located in the Land Plot or the Premises with the Lessee’s authorization or consent; as regards the Lessor – the Management Company of the Lessor, or

as regards the Lessor’s liability: for any loss, damage, work obstruction or interference incurred by the Lessee in the course of any repair or other engineering construction works on the utilities/distribution networks, other supply lines by an electrical power supplier/grid operator/gas supplier/gas distributor (or any person on their behalf) or other limitation of electric power/gas supply not caused by any circumstances within the Lessor’s control, provided that (in respect of electric power) timely switching to backup power sources is ensured after the respective Premises have been transferred for actual use.

Notwithstanding the provisions of other clauses of the Preliminary Agreement, the Party’s total liability resulting from all violations under or in connection with the Preliminary Agreement (including liability in the form of indemnification for any costs, losses, damages, and payment of penalties, compensations or any other monies), and in connection with termination/repudiation of the Preliminary Agreement and/or refusal to enter into the Lease Agreement/Supplementary Agreement to the Lease Agreement, shall be limited to the amount of actual damage caused to the other Party, but in any case no more than the amount equivalent to the sum of the Basic Lease Payment, Operating Expenses and Parking Fees payable for eighteen (18) months of the Lease Period for all Premises and all Parking Slots to be transferred to the Lessee under the Preliminary Agreement and the Lease Agreement, at the rates of the first year of the Lease Period, excluding VAT.

Under no circumstances shall either Party be obliged to indemnify the other Party for lost profit, indirect losses or unreasonable expenses. In case of conflict of this clause with other provisions of the Preliminary Agreement, the provisions of this clause shall apply.

CONFIDENTIALITY

Each of the Parties agrees not to use for any purposes unrelated to performance of the Preliminary Agreement and not to disclose to third parties the terms and conditions of the Preliminary Agreement or any other related documents, including any commercial information provided by the Parties to each other (inter alia, to representatives and consultants of the respective Party) during negotiations on entering into the Preliminary Agreement, without a prior written consent of the other Party.

The limitations set out in Clause 13.1 of the Preliminary Agreement shall not refer to disclosing any information:

if such information shall be disclosed according to the applicable Laws;

upon request of any government authority, to the extent required according to the applicable Laws;

reasonably necessary in court, arbitration, administrative or other proceedings;

to professional advisors, auditors, banks and insurance companies of the Parties (subject to observance by the said persons of information confidentiality);

to persons who are members of the Party’s group of entities,

and also when it is necessary in order to render the Utilities and/or to perform the Operational Maintenance;

when it is necessary to prove the Lessor’s title or existence of encumbrances and/or other rights in respect of any part of the Warehouse Complex and/or Premises, and to prospective buyers of the Premises (their part), lenders of the Party, government authority and other competent bodies, and organizations; or

in accordance with Clause 14.7 of the Preliminary Agreement.

MISCELLANEOUS

This Preliminary Agreement comes into force from the date of signing and is valid until the date of signing of the Lease Agreement and the Supplementary Agreement to the Lease Agreement or, whichever is later, until the expiry date of the Preliminary Agreement, which date, including for the purposes of Clause 4 of Article 429 of the Civil Code of the Russian Federation, is recognized by the Parties as the deadline for concluding the Lease Agreement and all Supplementary Agreements to the Lease Agreement, namely: until 30 June 2023 inclusive.

Each Party shall represent the other Party (Article 431.2 of the Civil Code of the Russian Federation) that:

the Party has obtained all approvals and permits required by the constituent documents and the current Laws to enter into the Preliminary Agreement and the Lease Agreement (except for those that may be provided later under Clause 14.2.3 of the Preliminary Agreement), in faith and testimony whereof the Parties have provided each other with certified copies of relevant documents;

the persons, who have signed the Preliminary Agreement for each of the Parties, are duly authorized and act in the interest of each of the Parties and in accordance with the constituent documents and the applicable Laws, in faith and testimony whereof the Parties have provided each other with certified copies of relevant documents;

if entry into the Lease Agreement requires a separate consent or approval of any government authorities and/or managing bodies of the Party that could not be obtained at the time of signing the Preliminary Agreement, such consent/approval will be obtained by the Party that, according to the applicable Laws, is entitled or obliged to obtain the relevant consent/approval by the time of signing the Lease Agreement;

Each of the Parties shall be obliged to notify the other Party by means of the relevant written notice of initiating the liquidation/reorganization procedure, filing a bankruptcy (insolvency) petition against such Party to the competent court, within three (3) Business Days from the date of initiating the relevant procedure/filing (receipt of information on its filing). For the purpose of performing this subclause, publication of the above information in periodicals and/or on the Internet or otherwise shall not constitute a proper performance of such obligation, and in absence of the above mentioned written notice the Party violating the obligations stipulated by this subclause shall be obliged to compensate the other Party for the damage caused by such violation, within ten (10) Business Days from the date of the appropriate request of the Party.

The Parties hereby agree that if any of the Parties’ representations given in Clause 14.2 of the Preliminary Agreement is violated or appears to be unreliable, inaccurate or misleading, the other Party shall not be entitled to demand termination/unilateral repudiation of the Preliminary Agreement, but shall be entitled to claim only compensation of documented losses from the Party whose representation is violated or appears to be unreliable, inaccurate or misleading, in accordance with Clause 1 of Article 431.2 of the Civil Code of the Russian Federation subject to the restrictions set by the Preliminary Agreement.

In interpreting the Preliminary Agreement, it shall be taken into account that:

any obligation of the Party not to commit any action includes an obligation not to allow commission of such action;

References to the Lessee’s actions, circumstances that are within the Lessee’s control or for which the Lessee is liable, or the Lessee’s violation of obligations include acts, omissions, breach of obligations or improper performance of obligations by sublessees, all of the Lessee’s employees, representatives, business partners, contractors, visitors or by any person present in the Premises or Warehouse Complex with the Lessee’s or sublessee’s authorization, but do not include acts/omissions of the Lessor/Management Company and/or their engaged persons; however, references to “circumstances that are within the Lessee’s control” for the avoidance of doubt do not include circumstances giving the Lessee any right of claim against the Lessor (including the rights to terminate/unilaterally repudiate the Preliminary Agreement) under the Preliminary Agreement or the Laws, and accordingly do not include any exercise of such rights;

References to the Lessor’s actions, circumstances that are within the Lessor’s control or for which the Lessor is responsible or liable, or the Lessor’s violation of obligations include acts, omissions, breach of obligations or improper performance of obligations by the Lessor’s employees, representatives, business partners, contractors, including the Management Company, but do not include acts, omissions, breach of obligations or improper performance of obligations by the persons specified in Subclauses (i) and (iii) of Clause 12.1 of the Preliminary Agreement; however, references to “circumstances that are within the Lessor’s control” for the avoidance of doubt do not include circumstances giving the Lessor any right of claim against the Lessee (including the rights to terminate/unilaterally repudiate the Preliminary Agreement) under the Preliminary Agreement or the Laws, and accordingly do not include any exercise of such rights;

if the Party’s approval or consent is required, they shall be only deemed valid if given in writing, with the exceptions as described in Clause 11.4 of the Preliminary Agreement;

days shall mean calendar days;

the words “including”, “include”, “inter alia” are considered without limitation of interpretation to those listed;

the headings of Sections of and Appendices to the Preliminary Agreement are given for convenience only and shall not be used to interpret the contents of the Preliminary Agreement;

unless the context indicates otherwise, any reference to the Section, clause or Appendix means a reference to the relevant Section, clause of or Appendix to the Preliminary Agreement;

references to Russian rubles shall mean the legal currency of the Russian Federation at the appropriate time;

any Lessor’s right of access or entry to the Building /on the Lessee’s Territory/Land Plot applies to all persons duly authorized by the Lessor;

the term “contractor”, inter alia, includes persons who provide services under a fee-based service agreement as well as other persons actually authorized for work;

except for cases expressly established by the Preliminary Agreement as a waiver of a right/its exercise, a failure by either Party to exercise any of the rights granted under the Preliminary Agreement does not constitute a waiver of that right; however, if any violation/circumstance underlying the emergence of the right (including, but not limited to, the right to unilaterally repudiate/demand termination of the Preliminary Agreement, right to claim payment of a penalty/compensation/other amount) under the Preliminary Agreement or by virtue of the Laws has been eliminated/discontinued, and prior to elimination/discontinuation of the relevant violation/circumstance such right has not been used or has been waived, the Party shall lose the relevant right and expressly waives exercise of such right on the same grounds after elimination/discontinuation of the relevant violation/circumstance, except for cases when the similar circumstances underlying the exercise of the right have occurred again;

The Parties specifically agree that any losses/penalties, payment of which is stipulated in the Preliminary Agreement, or other liability measures specified in the Preliminary Agreement, and the rights granted to the Party under the Preliminary Agreement or the current Laws (including the right to unilaterally repudiate the Preliminary Agreement, right to demand termination of the Preliminary Agreement, right to claim indemnity for losses, payment of penalties or other monies, right to suspend counter-execution, etc.) in connection with any violation committed by the other Party, may be recovered/applied/exercised by such Party, except for the case when the violation occurred as a result of: (a) changes in the Laws after the Preliminary Agreement date; and/or (b) actions/omissions of government authorities and/or (c) non-performance/improper performance/violation of obligations under the Preliminary Agreement by the other Party or circumstances within such other Party’s control or for which it is liable. If the damage and/or violation caused/committed by one Party are caused by/are a direct result of the other Party’s non-performance/improper performance/violation of its obligations under the Preliminary Agreement or are caused by circumstances within such other Party’s control or for which such other Party is liable, subject to the provisions of the Preliminary Agreement, the first Party shall not be liable for such damage and/or violation;

Unless otherwise expressly stated in the Preliminary Agreement, each Party shall perform its obligations at its own expense.

The Premises shall be measured under the BOMA Standard by the Lessor with engagement of a specialized entity.

Warehouse Premises: with the approximate area of 70,991 sq. m;

Concrete Floor Premises: with the approximate area of 40,642 sq. m;

Office Premises: with the approximate area of 13,733 sq. m;

Hazardous Goods Area Premises: with the approximate area of 5,418 sq. m;

Checkpoint Premises: with the approximate area of 1,136 sq. m.

The Parties hereby agree that, subject to the provisions of Clause 3.1 of the Preliminary Agreement, in the event of a conflict between the provisions of Appendices 2 and/or 3 to the Preliminary Agreement and the Project Documentation, the provisions of the Project Documentation shall prevail. In this case, deviations from the Terms of Reference (Appendix 3 to the Preliminary Agreement) should be agreed with the Lessee in the cases and in the manner prescribed in Clause 3.1.3 of the Preliminary Agreement.

The Party may issue press releases and make public statements regarding the entry into and performance of the Preliminary Agreement only upon receipt of the other Party’s written consent to the text of the relevant press release or statement, in particular, the Lessor may, after issue of the press release agreed with the Lessee, post (inter alia, on a permanent basis) the information about the fact of entering into the Preliminary Agreement on the corporate website of the Lessor’s group of companies.

If any term or condition of the Preliminary Agreement is declared by a court judgment or otherwise invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect or impair validity, legality and enforceability of the remaining terms and conditions of the Preliminary Agreement. The Parties undertake to take actions to amend, change or replace every one and all such invalid or illegal or unenforceable provisions with valid, legal and enforceable provisions, which should have an economic result as close as possible to the original intention of the Parties and should not entail any revision of the material terms and conditions of the Preliminary Agreement.

A material change in the circumstances from which the Parties proceeded when entered into the Preliminary Agreement (as defined in Article 451 of the Civil Code of the Russian Federation) shall not constitute the ground for amendment or termination of the Preliminary Agreement by either Party.

The Parties agree that, if by the time of signing the Lease Agreement / Supplementary Agreement to the Lease Agreement the parameters of the Premises, according to the technical inventory (accounting) or cadastral documents, are changed in comparison with those specified in the Preliminary Agreement, such circumstances may not be considered as an amendment to the subject matter of the Preliminary Agreement and/or Lease Agreement and/or Supplementary Agreement to the Lease Agreement. The Parties shall make the respective necessary technical amendments to the draft Lease Agreement / draft Supplementary Agreement to the Lease Agreement before signing.

If certain conditions of the draft Lease Agreement (including Appendices thereto) apply to the relations between the Parties hereunder, and such conditions contain references to a term, the definition of which given in Section 1 or another section of the Preliminary Agreement differs from the definition of the same term given in the draft Lease Agreement, the said conditions shall apply to the relations between the Parties, taking into account the meaning of the terms stipulated in this Preliminary Agreement.

The Lessee hereby agrees to assignment/pledge of all the Lessor’s rights under the Preliminary Agreement to                      or any other bank or other person that provides financing to the Lessor. Notwithstanding other provisions of this Agreement, the Parties specifically stipulate that partial pledge of rights without the Lessee’s consent shall not be allowed.

No amendments to the Preliminary Agreement shall be valid unless they are made in writing and signed by the duly authorized representatives of the Parties.

This Preliminary Agreement contains (i) provisions that form a preliminary agreement in accordance with Article 429 of the Civil Code of the Russian Federation providing for an obligation of the Parties to enter into the Lease Agreement and Supplementary Agreements to the Lease Agreement on the terms and conditions stipulated in the Preliminary Agreement, as well as (ii) provisions regulating additional obligations of the Parties that become effective from the time of signing the Preliminary Agreement.

This Preliminary Agreement is executed in two (2) equally valid counterparts, one (1) copy for each Party.

This Preliminary Agreement contains the following Appendices forming an integral part hereof:

APPLICABLE LAW AND DISPUTE RESOLUTION

This Preliminary Agreement shall be governed by the Laws of the Russian Federation.

In case of any dispute between the Parties in relation to the Preliminary Agreement, the authorized representatives of the Parties shall meet within ten (10) Business Days from the date of the written request (claim) of either Party sent to the other Party, in order to resolve the dispute without recourse to a court.

Unless any dispute is resolved under Clause 15.2 of the Preliminary Agreement within thirty (30) Business Days upon receipt of the above written request by one of the Parties, any dispute, controversy or claim arising out of or in connection with the Preliminary Agreement or issues related to violation, termination or invalidity of the Preliminary Agreement shall be finally resolved by the Moscow Region Arbitrazh (Commercial) Court.

DETAILS AND SIGNATURES OF THE PARTIES

The Lessor:

Orientir Zapad-1 LLC

OGRN 1185007014170

INN/KPP 5044113917/504401001

Location address: building 152/2, floor/premises 3/22, village of Shelepanovo, Solnechnogorsk District, Moscow Region, 141533

The Lessee:

Internet Solutions LLC

OGRN 1027739244741

INN/KPP 7704217370 /997750001

Location address: 10, Presnenskaya nab., premises I, 41 floor, office 6, ▇▇▇▇▇▇, ▇▇▇▇▇▇

_/Signature/

                                                     A.I. Postnikov

                                                     General Director

                                                     /Seal: Orientir Zapad-1 LLC/

_/Signature/

                                                 A.A. Shulgin

                                                 General Director

                                                 /Seal: Internet Solutions LLC/

Orientir Zapad-1 Limited Liability Company, a legal entity under the laws of the Russian Federation, registered by the Inspectorate of the Federal Tax Service for Solnechnogorsk, Moscow Region, date of registration: 17 December 2018, under Primary State Registration Number 1185007014170, INN 5044113917, KPP 504401001, with location at: building 152/2, floor/premises 3/22, village of Shelepanovo, Solnechnogorsk District, Moscow Region, 141533, represented by [●], acting under [●] (hereinafter referred to as the “Lessor”), on the one part; and

Internet Solutions Limited Liability Company, a legal entity under the laws of the Russian Federation, registered on 24 September 2002 under Primary State Registration Number 1027739244741, INN 7704217370, KPP 997750001, with the location at: 10, Presnenskaya nab., premises I, floor 41, office 6, ▇▇▇▇▇▇, ▇▇▇▇▇▇, represented by [●], acting under [●] (hereinafter referred to as the Lessee), for the other part;

GLOSSARY

alcoholic and alcohol-containing products, circulation of which is subject to licensing under the Laws;

frozen products / products requiring different temperature storage conditions not specified by the Project Documentation;

hazardous goods (including flammable goods, etc., any categories of goods that may be stored only in the Hazardous Goods Area, as set forth below) that may nevertheless be in the Warehouse Premises and Concrete Floor Premises (but not stored therein) only when they are unloaded and transported to ▇▇▇▇▇ ▇ (▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇) or when consignments are formed and shipped out, provided that the Lessee complies with the PUE requirements with regard to the area class specified for the Warehouse Premises and Concrete Floor Premises, namely B-Ib Area Class;

goods requiring special storage conditions not specified by the Project Documentation;

goods subject to storage in the Hazardous Goods Area (Block 4) as set forth below, with the exceptions listed in this clause above,

rubber,

rubber goods, raw rubber, resins,

products in aerosol packaging,

flammable and combustible liquids,

liquefied hydrocarbon gases,

pyrotechnic household products,

chemically active substances and materials reacting with water or foam solution with explosion, decomposing when interacting with water or foam solution with the release of combustible gases, interacting with water with a strong exothermic effect,

spontaneous combustion substances,

poisonous and superpotent substances

Group of goods

Aerosols

Flammable and combustible liquids (lighter fluid)

Paints and colors

Household chemicals

SUBJECT MATTER OF THE LEASE AGREEMENT

On this Lease Agreement date, the Lessor shall transfer the following Premises to the Lessee for temporary possession and use (lease), and the Lessee shall accept the following Premises for temporary possession and use (lease) from the Lessor: all premises of Block 1, Checkpoint 1 and Checkpoint 2 [and in case the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement, all Premises of the Blocks and Checkpoints], for the purposes of the Permitted Use in accordance with the terms and conditions of the Lease Agreement.

The Lessee, subject to payment of the Parking Fee as part of the Lease Payment, has the right to use the Parking Slots: [In case the Lessee exercises the Right to Postpone under Clause 5.10 of the

in quantity of sixty-six (66) Parking Slots for trucks, from the time of signing the Lease Agreement;

in quantity of twenty-four (24) Parking Slots for buses, from the time of signing the first Supplementary Agreement to the Lease Agreement;

in quantity of one hundred and fifty (150) Parking Slots for passenger cars and thirty (30) Parking Slots for trucks, from the time of signing the second Supplementary Agreement to the Lease Agreement.

During the entire Lease Period, provided that the Warehouse Complex Rules are complied with, the Lessee and its employees may use the Common Areas together with other Warehouse Complex users, their employees and visitors.

[The provisions of this Clause 2.4 shall not be applied in case the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement; in this case, the Parties shall sign a single Lease Agreement and the Acceptance Certificate thereto in respect of all Premises of the Building and the Checkpoints under Clause 2.4 of the Preliminary Agreement, in which case the terms and conditions of Clauses 2.4 - 2.7 shall be excluded from the text of the Lease Agreement with an appropriate renumbering of clauses]: In accordance with the terms and conditions of the Preliminary Lease Agreement (for the avoidance of doubt, for the purposes of Clause 4 of Article 429 of the Civil Code of the Russian Federation, the deadline for entering into Supplementary Agreement(s) to the Lease Agreement is the time limit specified in Clause 14.1 of the Preliminary Agreement), after the state registration of the Lessor’s title to ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ 3, Hazardous Goods Area (Block 4), the Parties shall, within five (5) Business Days, sign (enter into) the Supplementary Agreement to the Lease Agreement for changing the subject matter of the Lease Agreement to include all the premises of ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ 3 and Hazardous Goods Area (Block 4) into the subject matter of the Lease Agreement according to the form agreed by the Parties in Appendix 11 to the Lease Agreement.

The Lessee’s ungrounded refusal to sign the Supplementary Agreement to the Lease Agreement shall be unacceptable and shall be considered as the Lessee’s material violation of the terms and conditions of the Lease Agreement, after the Lessor’s readdressing the Lessee.

Any amendments to the draft Supplementary Agreement to the Lease Agreement (Appendix 11 to the Lease Agreement) may be made only by mutual consent of the both Parties.

Names, location addresses, registration and bank details of the Parties (if they are changed as compared with those available on the Lease Agreement date), other information that cannot be finally determined at the time of signing the Lease Agreement or the space for which is left blank in the draft Supplementary Agreement to the Lease Agreement, shall be entered in the Supplementary Agreement to the Lease Agreement in accordance with the information available at the time of its signing in the relevant duly executed documents stipulated by the Lease Agreement and/or the Laws.

Details of the area and other characteristics of the Premises shall be indicated by the Lessor according to the documents of technical or cadastral registration related to the Premises and the data of the Unified State Register of Immovable Property as of the date of signing the Supplementary Agreement to the Lease Agreement.

If the Indexation has occurred before or on the date of signing the Supplementary Agreement to the Lease Agreement, then the Supplementary Agreement to the Lease Agreement shall specify the Lease Payment rates with account for Indexation performed as prescribed in Clause 4.2 of the Lease Agreement;

when there is a need in additional improvements not specified by the Terms of Reference (as Appendix 3 to the Preliminary Agreement) to be made by the Lessor at the Lessee’s initiative, the Lease Payment rates (compensation of costs or part thereof) may be reviewed by prior agreement of the Parties.

Other necessary amendments to the clauses and articles of the Supplementary Agreement to the Lease Agreement shall be made in accordance with the instructions contained in the draft Supplementary Agreement to the Lease Agreement in the form of comments marked out with symbols “[” and “]”; the said comments themselves are excluded from the text.

In parallel to the signing of the Supplementary Agreement to the Lease Agreement, the Parties shall sign the Acceptance Certificate in respect of the following Premises: all premises of ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ 3 and Hazardous Goods Area in the form agreed by the Parties in Appendix 6 to the Lease Agreement.

The Parties agree that the Basic Lease Payment, Operating Expenses, Variable Part of the Lease Payment shall be calculated on the basis of the Leased Area of the Premises to be calculated under the BOMA Standard and as of the date hereof as fixed in Appendix 10 to the Lease Agreement. At the same time, the Leased Area of the Premises calculated under the BOMA Standard may not exceed the approximate area of the Premises given in Clause 14.5 of the Preliminary Agreement by more than two percent (2%).

LEASE PERIOD

This Lease Agreement shall be valid until the expiration of the Lease Period.

The Lessee shall have the preemptive right to enter into a lease agreement for all Premises for a new term (Clause 1 of Article 621 of the Civil Code of the Russian Federation) only if the following conditions are met at the same time:

The Lessor shall receive a written notice from the Lessee of its intention to exercise the preferential right at least twelve (12) months prior to the expiration of the Lease Period under the effective Lease Agreement, and such written notice from the Lessee shall state the intention to exercise the preferential right regarding all Premises in total;

The Parties shall hold good faith negotiations, agree upon the lease terms under the new lease agreement, and sign the respective new lease agreement at least nine (9) months prior to the expiration of the Lease Period.

Except for the case of entering into a new lease agreement in accordance with Clause 3.2 of the Lease Agreement, the Lessee may not use the Premises after expiration of the Lease Period.

LEASE PAYMENT AND SECURITY FOR OBLIGATIONS

The Lessee undertakes to pay the Lease Payment to the Lessor: for the premises of Block 1, Checkpoint 1 and Checkpoint 2, starting from the time (date) when the Parties sign the Lease Agreement, and for the premises of ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ 4 and Checkpoint 3, starting from the time of signing the Supplementary Agreement to the Lease Agreement; such Lease Payment shall include the following:

The Basic Lease Payment as calculated (excluding VAT) on the Lease Agreement date shall be [the rate is specified on the basis of:

4,031 Rubles per 1 sq. m of the Leased Area of the Warehouse Premises (including the Technical Premises as part of the Warehouse Premises) per year;

3,900 Rubles per 1 sq. m of the Leased Area of the Concrete Floor Premises per year;

8,000 Rubles per 1 sq. m of the Leased Area of the Office Premises (including the Technical Premises as part of the Office Premises) per year;

8,000 Rubles per 1 sq. m of the Leased Area of the Hazardous Goods Area Premises (including the Technical Premises as part of the Hazardous Goods Area Premises) per year;

8,000 Rubles per 1 sq. m of the Leased Area of the Checkpoints per year.

Operating Expenses as calculated (excluding VAT) as of the Lease Agreement date – [the rate is specified on the basis of: 1,200 (one thousand two hundred) Rubles per 1 sq. m of the Leased Area of the Premises per year, if the Lease Agreement is signed before the Indexation Date; if the Lease Agreement is signed after the Indexation Date, the rate is indicated with account of the relevant Indexation];

the Variable Part of the Lease Payment calculated in accordance with Appendix 7 to the Lease Agreement;

The Parking Fee as calculated (excluding VAT) on the Lease Agreement date (taking into account the number of Parking Slots provided to the Lessee as of the respective date) shall be [the rate is specified on the basis of:

3,000 Rubles per month for one (1) Parking Slot for parking a passenger car;

8,000 Rubles per month for one (1) Parking Slot for parking a truck;

5,000 Rubles per month for one (1) Parking Slot for parking a bus.

Starting from [insert the date coming twelve (12) months after the date when the Lessor has performed the duty to transfer the first of the Blocks for actual use under the Preliminary Agreement, and in case the Lessee exercises the Right to Postpone under Clause 5. 10 hereof, the date is stated that comes upon expiration of twelve (12) months from Target Date 2 as defined in Clause 5.10 of the Preliminary

The Lessee shall pay the Lease Payment to the Lessor as follows:

The Basic Lease Payment, Operating Expenses and the Parking Fee shall be paid in equal monthly payments on or before the fifteenth (15th) day of the month following the month to be paid;

The Variable Part of the Lease Payment shall be paid monthly on or before the fifteenth (15th) day of the month following the month to be paid, provided that the Lessee receives the relevant invoice from the Lessor under Appendix 7 to the Lease Agreement.

The Basic Lease Payment, the Operating Expenses and the Parking Fee for incomplete calendar month of the Lease Period shall be calculated in proportion to the number of calendar days falling on the Lease Period in such calendar month. The daily Lease Payment (with regard to each Lease Payment component, except for the Variable Part of the Lease Payment) shall be calculated as 1/365 (or 1/366 in a leap year) of the annual amount (with account for all applicable indexations) of the respective Lease Payment component.

The payments under the Lease Agreement shall be made in Russian rubles.

The Lessee shall make payments under the Lease Agreement to the Lessor by wire transfer to the bank account specified by the Lessor in the Lease Agreement; the Lessor may change such bank account, having notified the Lessee thereof in writing in sufficient time (five (5) Business Days) prior to the relevant payment date.

The Lessor hereby confirms that it is a payer of the Value Added Tax (VAT) as of the Lease Agreement date. If the Lessor ceases to be a VAT payer, the Lessor shall be obliged to immediately notify the Lessee thereof and, upon the Lessee’s request, provide supporting documentation to the Lessee.

All payments payable by the Lessee to the Lessor in accordance with this Lease Agreement are specified excluding VAT (unless otherwise expressly provided for hereby). If, in accordance with the Laws, such payment amounts are subject to VAT or any other similar tax that replaces it or is levied in addition to it, the amount of payment shall be increased by the amount of VAT and/or other similar indirect tax (to be calculated at the rate applied for the time being).

Any payment under the Lease Agreement shall be deemed to have been made by one Party and actually received by the other Party from the time the funds are credited to the respective account of the beneficiary’s bank (except for the case when the funds are returned by the beneficiary’s bank due to incorrect details of the payment recipient or for any other reason).

For the purposes of the Lease Agreement, each last calendar day of the Lease Period month or the last day of the Lease Period shall be considered the dates for the provision of lease services.

The Lessee’s obligations to make payments under the Lease Agreement may not be terminated by set-off against any monetary obligation of the Lessor without the Lessor’s prior written consent thereto.

Bank Guarantee

Security Payment

Provision by the Lessee of a security for the Lessee’s performance of its obligations under the Lease Agreement in a form of the Bank Guarantee or the Security Payment equal to the Total Guarantee Amount for the entire Lease Period shall be a material condition hereof.

LESSSEE’S RIGHTS

The Lessee shall be entitled to use the relevant Premises daily and round-the-clock from the date of signing the Acceptance Certificate for the respective Premises and during the entire Lease Period in accordance with the Permitted Use and the terms and conditions of the Lease Agreement.

The following rights shall be granted to the Lessee for the entire Lease Period, and they shall be exercised subject to the requirements of the Warehouse Complex Rules:

the right to use the Common Areas in accordance with the Warehouse Complex Rules;

the right to use all utilities on the Premises, provided that the Lessor has the right to relocate the same at its discretion;

the right to park trucks, passenger cars and buses at the Parking Slots on a round-the-clock basis, subject to the Warehouse Complex Rules;

the right of way to and from the Parking Slots;

the right to enter into a separate agreement for telecommunications services in the Premises directly with any telecom operator provided that (a) the Lessee notifies the Lessor of such a telecom operator in writing, and (b) such telecom operator removes all the cables and equipment from the Premises and Warehouse Complex in case of the Lease Agreement termination, unless otherwise agreed by the Parties in writing;

the right of clear passage (without undue delays or suspensions), without paying any additional charge, for commercial vehicles, usually used to bring goods to and out of warehouses, to the loading/unloading area in the Premises from the place of the Land Plot junction to the public road indicated on the plan in Appendix 1 to the Lease Agreement, with the exception of cases associated with hindrances to traffic on a public road and/or its repair / improvement and/or operation, as well as subject to the provisions of Clause 6.6.1 of the Lease Agreement.

If there is a circumstance or circumstances specified in any of Subclauses (a) - (e) below and provided that: (i) the characteristics of such circumstance(s) fully comply with the set of features inherent in its/their composition as specified for each of such circumstances in Subclauses (a) - (e), respectively (i.e. if any feature of such circumstance is unavailable, such circumstance gives no rise to the Lessee’s right to reduce the amount of the Lease Payment), and (ii) occurrence of such circumstance(s) is unrelated to any events within the Lessee’s control, the Lessee may, only in the cases set forth below and only as provided in this clause, pay the Lease Payment in the reduced amount as set forth below, and this shall be deemed to be a full indemnity for damages in connection with the circumstances provided for in this clause:

The Lessee may pay the Lease Payment in a reduced amount (only the Basic Lease Payment amount is reduced), namely: (1) in cases of equipment stoppage mentioned in Subclause (i) above, by two thousand (2,000) Rubles for each minute of work stoppage; (2) in cases of equipment stoppage specified in Subclauses (ii) and (iii) above, by one thousand (1,000) Rubles for each minute of the work stoppage, – in all cases starting from the third (3rd) minute of the work stoppage and up to the time when the Lessor eliminates the relevant circumstance within its control, which is the reason for such stoppage; but the amount of the Lease Payment reduction for each day in any case shall not exceed one hundred percent (100%) of the daily amount of the Basic Lease Payment;

The Lessee may, with the prior written consent of the Lessor and provided that there is no need to adjust the Project Documentation or other permitting documents for the Blocks (STUs, etc.), arrange for special storage areas in the Blocks by its own efforts and at its own expense and bring the Premises in conformity with the fire and sanitary safety requirements, other applicable requirements and restrictions established by the Laws. For the avoidance of doubt, in this case, the Lessor shall not be liable for conformity of the Premises, altered by the Lessee, to the Permitted Use, fire and sanitary safety requirements, other applicable requirements and restrictions established by the Laws, taking into account the special storage areas arranged by the Lessee at its discretion, and the Lessee has no rights of claim to the Lessor in this part concerning the Premises altered by the Lessee (including the right to demand termination of the Lease Agreement, the right to claim indemnity for losses, payment of penalties or other monies, the right to suspend the counter-execution, to reduce the Lease Payment, etc.) in the event that it is impossible to use the Premises under the Permitted Use because the Lessee has arranged special storage areas under this clause.

The Parties agree that, if it is necessary to alter the Premises in order to bring them in line with the requirements of the changed Laws (if such changes in the Laws occur) and to ensure the possibility of their use under the Permitted Use with account for such changed requirements of the Laws, all required alterations in the Premises will be made by the Lessor at the expense of the Lessee after the amount and procedure for compensation of the relevant costs are agreed with the Lessee. The Lessee undertakes to reimburse all expenses, which the Lessor incurs for bringing the Premises in line with the requirements of the changed Laws, within ten (10) Business Days upon receipt of the Lessor’s claim accompanied with documents confirming the expenses, unless another compensation arrangement (for example, by increasing the rates of the Lease Payment) is agreed by the Parties in writing. For the avoidance of doubt, in the event of the Lessee’s refusal to reimburse the Lessor’s expenses under this clause or the Lessee’s refusal to make appropriate changes to the Premises, the Lessor shall not be liable for ensuring the

[The Clause is to be included in the Lease Agreement only in case the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement and the Parties subsequently sign the Acceptance Certificate with the Major Defects under Clause 5.4 of the Preliminary Agreement]: In case of revealing any Major Defects, the Lessee may nevertheless sign the Acceptance Certificate with indication of the revealed Major Defects in the Acceptance Certificate. In this case, the Lessee will pay fifty (50) percent of the Lease Payment until the Lessor eliminates the Major Defects listed in the Acceptance Certificate. From the date of signing an elimination certificate for the Major Defects by the Parties, the Lease Payment shall be charged and paid in full amount as specified in Clause 4.1 of the Lease Agreement. The fact that the Lessor has eliminated the Major Defects shall be confirmed by a certificate to be signed by the Parties. The Lessee may not refuse to sign the elimination certificate for the Major Defects, if the Major Defects listed in the Acceptance Certificate have been eliminated by the Lessor, and such refusal shall be considered a material breach of the Lease Agreement conditions / the Lessee’s evasion from signing the elimination certificate for the Major Defects. The elimination certificate for the Major Defects shall be signed in the following procedure: the Lessor notifies the Lessee that the Premises are ready for inspection not later than five (5) Business Days before the expected date of signing the elimination certificate for the Major Defects. The Lessee shall ensure attendance of its authorized representative on the date specified in the Lessor’s notice of the Premises readiness for inspection. If the Lessee fails to ensure attendance of its representative to sign the elimination certificate for the Major Defects within the specified time limits, or otherwise evades the signing of the elimination certificate for the Major Defects, the Lessor’s obligation to eliminate the Major Defects shall be deemed performed on the date coming five (5) Business Days after the Lessor has notified the Lessee that the Premises are ready for inspection, i.e. on the date when the elimination certificate for the Major Defects should have been signed, and the Lessee will be liable in the form of paying a penalty under Clause 9.6.4 of the Lease Agreement. For the avoidance of doubt, when inspecting the Premises for the elimination of the Major Defects specified in the Acceptance Certificate, only the Major Defects listed in the relevant Certificate may be the subject of inspection/check, other defects may not serve as grounds for the Lessee to refuse to sign the elimination certificate for the Major Defects.

LESSEE’S OBLIGATIONS

Permitted Use

Warehouse Complex Rules

Repair, Finishing and Cleaning

to maintain the Premises in proper condition and ensure their current repair at its own expense; such works shall be performed with the use of colors and materials subject to prior written approval by the Lessor (in case they differ from colors and materials used earlier);

the Lessee shall follow the provisions of Appendix 5 to the Lease Agreement with regard to the Lessee’s Works when performing repair, maintenance, finishing or other Lessee’s Works on the Premises;

to keep the Premises clean and free of debris in accordance with the Warehouse Complex Rules, inter alia, to wash the inside surface of windows in the Premises as needed;

the Lessee shall perform other actions at its own expense, including, but not limited to, cleaning and repair of the Premises in accordance with the instructions of the authorized bodies/entities, conclusions of any inspection, check and audit, which revealed the Lessee’s violation of the safety, fire safety rules, sanitary standards or other regulations and rules established by the Laws;

to perform its obligations for maintaining the utilities and other systems in proper condition according to the Certificate of Delineation of Operational Responsibility (Appendix 9 to the Lease Agreement);

to perform, at its own expense in order to maintain the proper technical condition of the Premises, other actions that are included in the Lessee’s responsibilities under the provisions of the Lease Agreement.

Alterations

Utilities

Fire and General Safety

To comply with fire safety rules and other obligations in the field of fire and other safety, required by the Laws, as well as orders and resolutions of competent government authorities/entities. The Lessee shall be liable for compliance of the results of the Lessee’s Works and the Lessee’s property on the Premises with the fire safety requirements. The Lessee shall be liable for ensuring security in the Premises, inter alia, for the work of its own security service of the Blocks and Checkpoints, as well as safety of alarm systems and other security devices and systems installed in the Premises. The Lessee’s security system at the Premises shall not restrict the Lessor’s right of access to the Premises in the cases stipulated in the Lease Agreement, or hinder its exercise by the Lessor in accordance with the Lease Agreement, and shall not adversely affect the general security system of the Warehouse Complex.

Not to deliver or store in the Premises the goods inconsistent with the Permitted Use, not to violate the procedure for storing substances and objects prescribed by the Laws.

Due to the specifics of technical purpose of the Technical Premises, to ensure that access to such premises is granted only to persons with required qualifications, operating the equipment located in such premises. Due to the need to ensure access of the Management Company (Lessor) to the specified premises for their Operational Maintenance and prevent potential accidents and other emergencies or perform damage control, the keys to the Technical Premises shall be handed over to a dedicated employee of the Management Company (Lessor).

Prohibited Use

not to use the Premises for any purposes contrary to the Permitted Use;

In Blocks 1 and 3, the permitted distributed load on a floor slab is not more than 6 tons per sq. m. At the same time, the point load on one pier (160x60 mm) in the 6-level mezzanine area is not more than 8 tons, and in the area of the 4-level mezzanine on a metal platform is not more than 120 tons per pier (250x250 mm) of this platform.

In Block 2, the permitted distributed load on the first floor slab is 8 tons per sq. m., on the second floor slab is 1.5 tons per sq. m and on the third floor slab is 1.0 ton per sq. m.

In Block 4, the permitted distributed load on the first floor slab is 6 tons per sq. m., on the second floor slab is 2 tons per sq. m and on the third floor slab is 2 tons per sq. m.

distributed loads on the first floor slab and intermediate floors of administrative household premises is not more than 250 kg per sq. m, except for the server room (distributed load is 350 kg per sq. m and the point load on the area of 25 cm² is 445 kg per sq. m).

Parking Slots

Lessor’s Access

to inspect and check the Premises and other parts of the Blocks;

to provide a possibility for potential lessees or purchasers of the Premises and/or Warehouse Complex, potential or purchasers of the Lessor’s other facilities (showing as a reference construction project) or actual or potential lenders and/or mortgagees and/or insurance companies of the Lessor;

to eliminate the consequences of the Lessee’s violation of its obligations under the Lease Agreement;

to repair, to perform Operational Maintenance, cleaning, remedial actions, defect elimination, modification, installation or connection to any utilities servicing any of the Premises, as well as to repair, maintain, modify or reconstruct any part of the Premises; and

to perform any other duties or to exercise any of the Lessor’s rights under the Lease Agreement;

Sign Boards

Insurance

Requirements of the Laws

Approval from Authorized Bodies/Entities

Sale/Lease Billboards

Remediation of Damage and Violations

Appointment of a Responsible Person

Provision of Documents

a set of the Lessee’s constituent documents: Certificate of Incorporation, Taxpayer Identification Number Certificate, Tax Registration Reason Code Certificate, current version of the Articles of Association, effective internal documents of the Lessee as a legal entity related to the status of its management bodies (if any), the company’s resolution to appoint the sole executive body (an extract from the minutes of meeting of the management body or from the resolution of the sole member), order on appointment of the sole executive body; and

a set of recent audited accounting statements of the Lessee as a legal entity: audited accounting statements (balance sheet) for the last three full years (in case the company exists less than three years, the same documents shall be provided for the period from the date of its incorporation) with official confirmation of their filing with tax authorities; in case quarterly statements are filed: audited (if subject to mandatory audit) accounting statements (balance sheet) for the relevant reporting quarters, based on a cumulative total, certified by the signature of the authorized person and corporate seal; and

the Lessor’s decision to enter into the Lease Agreement / Supplementary Agreement to the Lease Agreement: the decision of a competent management body of the company, allowing for the entry into and performance of the Lease Agreement / Supplementary Agreement to the Lease Agreement, or, alternatively, the company’s official statement certified by the signature and seal of the person authorized by the company and confirming that the lease transaction does not require approval/consent from any management body of the company (including, but not limited to, as a major transaction and/or an interested party transaction of the company).

Other Duties

LESSOR’S OBLIGATIONS

Provision of the Premises

Quiet Enjoyment

Provision of Operational Maintenance.

Until the expiration of the Lease Period, the Lessor shall do whatever is necessary to ensure Operational Maintenance in accordance with Appendix 4 to the Lease Agreement;

The Lessor may provide Operational Maintenance either using its own resources or through the appointed Management Company that will provide such services;

When performing works related to Operational Maintenance, the Lessee shall comply with health and safety requirements, fire safety, environmental safety, industrial safety, electrical safety rules and other safety requirements set by the Laws as well as by orders and resolutions of a competent government authority/entity regarding the relevant type of supervision.

The Lessee shall be fully liable for ensuring safety when performing works related to Operational Maintenance and other works in the territory of the Warehouse Complex.

Provision of the Utilities

Major Repairs

Insurance

Elimination of Defects

The Lessor shall also be liable for other obligations arising from the Lease Agreement.

RIGHTS AND OBLIGATIONS ASSIGNMENT AND SUBLEASE

Sublease

Without the Lessor’s prior written consent, the Lessee may not sublease, or otherwise transfer the Premises in whole or in part for possession or use (in particular, for free use) by any third parties.

At the same time, the Parties hereby agree that in respect of the following companies, namely: Internet Logistics LLC (OGRN 1076949002261, INN 6949003359), Ozon Holding LLC (OGRN 5167746332364, INN 7743181857), O-courier LLC (OGRN 1197746546733, INN ▇▇▇▇▇▇▇▇▇▇) and Ozon Technologies LLC (OGRN 1197746313940, INN 7703475603), the Lessor’s consent to sublease of the Premises is granted in the Lease Agreement by this provision, provided that the terms and conditions of the sublease agreement with the above companies meet the requirements of Clause 8.1.4 of the Lease Agreement. Sublease in favor of such legal entities is possible subject to prior written notice to the Lessor stating the Lessee’s intention to enter into a sublease agreement with the above mentioned companies. Such notice shall be sent by the Lessee to the Lessor at least five (5) calendar days prior to the date of the proposed sublease agreement.

The Lessor’s consent to sublease under this Section shall be deemed granted, only if sublease agreements (or other similar agreements) impose obligations on such third parties that are identical to the Lessee’s obligations as set forth in the Lease Agreement and the terms and conditions of sublease agreements (or other similar agreements) are consistent with the conditions described below.

Unless otherwise agreed by the Lessor in writing prior to entering into any sublease agreement, any sublease agreement between the Lessee and a sublessee regarding any part of the Premises shall:

be entered into for the term not exceeding 360 days provided that the sublease period expiry date may not be later that the Expiry Date of the Lease Period under the Lease Agreement;

prohibit any subsequent sublease by the sublessee;

prohibit any assignment of the sublessee’s rights and/or obligations under the sublease agreement to third parties without prior written consent of the Lessor;

provide for the automatic termination of the sublease agreement and return by the sublessee of the subleased area to the Lessee at least one day before the termination (including early termination) of the Lease Agreement;

provide for the lack (waiver) of sublessee’s priority rights to enter into a lease agreement for the Premises/ parts thereof, including those stipulated by Article 618 of the Civil Code of the Russian Federation; and

include a provision confirming that the sublessee has studied the Lease Agreement and fully understands its provisions.

The Lessee shall provide the Lessor with a copy of any sublease agreement (or other similar agreement) certified by its parties, within five (5) Business Days from the time of its signing.

Notwithstanding the entry into any sublease agreement regarding the Premises/ parts thereof in accordance with the Lease Agreement, the Lessee shall be liable for the performance of all the Lessee’s obligations under the Lease Agreement. The Lessee shall promptly remedy any breach of the Lessee’s obligations under the Lease Agreement caused by the sublessee’s actions/omissions.

Assignment of Rights and Obligations

The Lessee may not assign, pledge, contribute to the authorized (share) capital or as a share contribution, and/or encumber/transfer otherwise any of its rights and/or obligations under the Lease Agreement without the Lessor’s prior written consent.

The Lessor may sell, pledge and otherwise dispose of its rights to the Land Plot, the Warehouse Complex/Premises (for a case of selling the Premises – only and solely as a whole), and make any transaction aimed at such alienation/pledge/other disposal, except for cases stipulated in Clause 8.2.3 below; no consent from the Lessee for such actions is required. The Lessor shall send the Lessee a written notice about the transaction made not later than in ten (10) Business Days from the transaction date.

Subject to the proper performance by the Lessee of its obligations hereunder, sale of the Premises to persons engaged in the core activity of trade and/or logistic operations using the following registered trademarks: … shall be allowed only with the prior consent of the Lessee.

to any persons who fail to meet the criteria specified in the first paragraph of this clause;

to banks, lending institutions, financial institutions, investment companies, funds (including persons that are members of the same group of persons as they are and do not perform trade and/or logistic operations under the trademarks listed in the first paragraph of this clause), including those participating in the capital of the persons set forth in the first paragraph of this clause and/or investing in their activities/financing such persons;

in cases of material breach by the Lessee of its obligations under this Lease Agreement, which invalidate the sale restrictions listed in the first paragraph of this clause, the Lessor may also sell the Premises, inter alia, to the persons listed in the first paragraph of this clause.

If a change of control occurs in regard to the Land Plot/Premises, the Lessee hereby makes arrangements for the Lessor to transfer all of the following payments received by the Lessor from the Lessee to a new lessor:

amounts of the Security Payment at the disposal of the Lessor, except for the amount of deductions/withholdings from the Security Payment made by the Lessor and not replenished by the Lessee (with respect to the amount of such deductions/withholdings, the Lessee agrees to replenish the Security Payment amounts to the new lessor). At the same time, the Parties confirm that, if the terms and conditions of the transaction between the Lessor and the new lessor contain, as a condition, the Lessor’s obligation to transfer the Security Payment to the new lessor, then the new lessor may not demand payment of the Security Payment in the amount, in which it should be transferred by the Lessor (but excluding the amounts of deductions/withholdings from the Security Payment made by the Lessor and not replenished by the Lessee: in respect of the amount of such deductions/withholdings, the Lessee agrees to replenish the Security Payment amounts to the new lessor);

the Lease Payment amount payable to the Lessor and the new lessor for the month when the change of control takes place is calculated as follows: the amount of Lease Payment for the relevant month is divided by the number of calendar days of that month. The resulting amount is multiplied by:

the number of days from the first day of the month to the date preceding the date of the transaction entailed the change of control (inclusive), and such amount is payable to the Lessor;

the number of days from the date of the transaction entailed the change of control to the last calendar day of the relevant month (inclusive), and such amount is payable to the new lessor in full.

The Parties shall reconcile payments and exchange reconciliation certificates within ten (10) Business Days from the novation of the Lessor’s Party under the Lease Agreement.

If before the first change of control event hereunder the Lessee has submitted the Bank Guarantee as a security for its obligations, the Lessee shall provide the new lessor and (if applicable) the remaining (in respect of a certain portion of the Premises) current Lessor with the similar Bank Guarantee with the amount, validity period and other conditions to be determined from time to time in accordance with the provisions of Clause 4.12 of the Preliminary Agreement and Appendix 8 to the Lease Agreement, in proportion to the ratio of the Leased Area of the Premises, the rights in respect of which are transferred to a third party, to the total Leased Area of the Premises, not later than within ten (10) Business Days from the date when the Lessee has been notified of the novation of the Lessor’s Party. In case of failure to provide a new Bank Guarantee within the time limit specified in this paragraph, the Lessee undertakes to provide the Security Payment in the manner and under the conditions specified in Clause 4.13 of the Lease Agreement and Appendix 8 to the Lease Agreement.

LIABILITY OF THE PARTIES AND TERMINATION

If the competent authorities impose sanctions/issue improvement notices against the Lessor solely in connection with the Lessee’s activities carried out in violation of the terms and conditions of the Agreement in the Blocks, Checkpoints or other part of the Warehouse Complex/Land Plot, or due to violation by the Lessee of fire safety rules, sanitary and epidemiological requirements, other requirements/Mandatory Rules/provisions hereof in regard to the Lessee’s activities in the Blocks, Checkpoints or other part of the Warehouse Complex/Land Plot, but not due to noncompliance of the Land Plot, Building, Checkpoints, Premises with any requirements, compliance with which should be ensured by the Lessor as the developer and owner of the Blocks/Checkpoints, the Lessee shall be obliged to comply with the requirements of the relevant improvement notices by its own efforts and at its own expense and/or to reimburse the Lessor in full for all documented costs incurred in paying the relevant penalties and/or implementing the prescribed improvements no later than five (5) Business Days upon receipt of the Lessor’s written request with duly certified copies of documents confirming that the Lessor has been brought to liability for the reasons referred to in this clause / has received the improvement notices, as applicable, and copies of documents confirming payment of penalties, if applicable.

This Lease Agreement may be early terminated on the initiative of either Party in court on the grounds stipulated by the current laws of the Russian Federation. Neither unilateral repudiation of the Lease Agreement nor amendment of its terms and conditions out of court by any Party for any reason shall be permitted.

If the Lessor terminates the Lease Agreement for the reasons related to the Lessee’s breach of its obligations under the Lease Agreement, the Lessor may request payment from the Lessee, and the Lessee is obliged to pay an exclusive penalty in the amount of the Basic Lease Payment, Operating Expenses and Parking Fees payable for twelve (12) months of the Lease Period as calculated for all Premises and all Parking Slots to be transferred to the Lessee under the Preliminary Agreement, Lease Agreement and Supplementary Agreements to the Lease Agreement, excluding VAT, at the rates effective as of the date of the Lease Agreement termination. The penalty under this clause shall be paid within thirty (30) Business Days upon receipt by the Lessee of the relevant Lessor’s claim. The Parties hereby confirm that the amount of penalty specified in Clause 9.3 of the Lease Agreement is reasonable and determined by the Parties taking into account that the Lessee bears expenses for purchasing the equipment, employing and training the staff, preparing the documentation and the Premises, as well as other expenses for ensuring the activities in, and solely in, the Premises that are constructed in accordance with the unique Terms of Reference (Appendix 3 to the Preliminary Agreement).

If the Lessee terminates the Lease Agreement for the reasons related to the Lessor’s breach of its obligations under the Lease Agreement, the Lessee may request payment from the Lessor, and the Lessor is obliged to pay an exclusive penalty in the amount of the Basic Lease Payment, Operating Expenses and Parking Fees payable for twelve (12) months of the Lease Period as calculated for all Premises and all Parking Slots to be transferred to the Lessee under the Preliminary Agreement, Lease Agreement and

If any of the Parties evades discharge of its obligations under the Lease Agreement, the other Party may demand performance of the Lease Agreement in court. In this case, the evading Party shall reimburse the other Party for the losses incurred to the extent limited by the actually incurred documented damages.

Irrespective of other remedies and grounds of protection under the Lease Agreement, the Lessor will be entitled to recover a penalty from the Lessee in the following cases:

Failure to comply with the obligations specified in Clause 4.13 of the Lease Agreement, Clauses 4.3 - 4.5, 4.8, 4.9 of Appendix 8 to the Lease Agreement, at the rate of five hundredths of a percent (0.05%) of the Security Payment amount or a part thereof to be provided by the Lessee at the appropriate time;

Violation of the obligations stipulated in Clauses 6.1, 6.3.2, 6.4, 6.7, the fourth paragraph of Clause 7.2 of the Lease Agreement and failure to remedy this violation within ten (10) days (and if the violation poses a threat to life/health/safety of people/property or create an immediate risk of fire, flooding, destruction of the Premises (and/or other part of the Warehouse Complex) or malfunction of utilities or other equipment installed in the Premises (and/or other part of the Warehouse Complex) – within one (1) day) upon the Lessee’s receipt of the Lessor’s notice, at the rate of five hundredths of a percent (0.05%) of the monthly Basic Lease Payment for all Premises subject to transfer to the Lessee under the Preliminary Agreement, Lease Agreement and Supplementary Agreements to the Lease Agreement, including VAT, for each day of delay in remedying the violation;

The Lessee’s violation of the payment due dates stipulated in the Lease Agreement (except for penalties and other liability amounts), at the rate of five hundredths of a percent (0.05%) of the amount that is delayed / overdue in payment, for each day of delay in payment;

The Lessee’s failure to appear to sign the elimination certificate for the Major Defects / the Lessee’s evasion / ungrounded refusal to sign the elimination certificate for the Major Defects (Clause 5.6 of the Lease Agreement):

starting from the sixth day of the violation stipulated in this clause to the date of signing the elimination certificate for the Major Defects in respect of the relevant Premises, in the amount calculated under the following formula: X + X * 0.05% for each day, where:

Violation by the Lessee of the time limits for provision of the Bank Guarantee to the Lessor under the Lease Agreement or any Supplementary Agreement to the Lease Agreement, in excess of six (6) days:

one and a half percent (1.5%) of the monthly amount of the Basic Lease Payment calculated in respect of the Leased Area of the Premises, for which the Lessee failed to provide the Bank Guarantee, for each day of delay, starting from the seventh day of delay to the fiftieth day of delay inclusive or to the date of the Bank Guarantee provision, whichever is earlier;

two percent (2%) of the monthly amount of the Basic Lease Payment calculated in respect of the Leased Area of the Premises, for which the Lessor failed to provide the Bank Guarantee, for each day of delay, starting from the fifty-first day of delay to the date of the Bank Guarantee provision.

Irrespective of other remedies and grounds of protection under the Agreement, the Lessee will be entitled to recover a penalty from the Lessor in the following cases:

delayed elimination by the Lessor of the Major Defects, subject to the provisions of Clause 7.7 of the Lease Agreement, at the rate of five hundredths of a percent (0.05%) of the monthly amount of the Basic Lease Payment for each day of delay, starting from the 31st calendar day of delay. At the same time, the Parties agree that if the Lessee exercises its rights to remedy the defects as provided for in Clause 7.7 of the Lease Agreement, charging the penalties under this clause shall be ceased from the time when the Lessee has started the elimination works;

delayed performance by the Lessor of its obligations to return the Security Payment, at the rate of five hundredths of a percent (0.05%) of the Security Payment amount delayed in return;

the Lessor’s failure, provided that the Parties have signed the Lease Agreement and all Supplementary Agreements to the Lease Agreement and all Acceptance Certificates within one hundred and eighty (180) days from the date when the Parties have signed the last Certificate of Transfer for Actual Use (and for the cases when the Lessee exercises the Right to Postpone under Clause 5.10 of the Preliminary Agreement, within one hundred and eighty (180) days from the date of signing the Lease Agreement by the Parties), at the rate of a half percent (0.5%) of the monthly amount of the Basic Lease Payment for the Premises, at the rates of the first year of the Lease Period, for each day of delay starting from the one hundred and eighty-first (181) day of delay. A penalty under this Clause 9.7.3 shall be charged and paid subject to the Lessee’s timely provision of the Bank Guarantee or the Security Payment to the Lessor for the Total Security Amount after signing the Lease Agreement and each Supplementary Agreement to the Lease Agreement within the time limits specified in Clause 4.12 of the Lease Agreement. If the Lessee, after the Parties have signed the Lease Agreement or any of the Supplementary Agreements to the Lease Agreement, delays provision of the Bank Guarantee or Security Payment equal to the Total Security Amount, the registration period specified for the Lease Agreement/Supplementary Agreements to the Lease Agreement in this clause shall be extended for the total number of days of such delay under the Lease Agreement and under each and any Supplementary Agreement to the Lease Agreement.

Unless otherwise specified in the relevant clauses of the Lease Agreement, any amounts of punitive sanctions (late payment interest, penalties, fines) and other payments specified in this Section shall be paid / made within ten (10) Business Days upon receipt by one Party of a written request from the other Party entitled to claim payment of such sanctions or other payments. At the same time, except for the obligation specified in Clause 3.5 of Appendix 8 to the Lease Agreement, in case of /improper performance of which the Lessor is not required to send a separate claim / request to the Lessee, the Lessor may also file a claim under the Bank Guarantee / withhold from the Security Payment only and solely after the Lessor has filed a claim to the Lessee indicating the Lessee’s non-performance / improper performance of its obligations under the Lease Agreement and provided that the Lessee has not remedied the violation outlined in the above mentioned Lessor’s claim, within five (5) Business Days upon receipt of the relevant Lessor’s claim.

The Lessor may suspend (terminate) the access of the Lessee (including employees, sublessees, contractors, suppliers, any visitors of the Lessee/sublessee) to the Premises / the Warehouse Complex territory, in case the Lessee evades the return of the Premises to the Lessor in accordance with the procedure stipulated in Section 10 of the Lease Agreement.

If the Lessee (including any employees, representatives, contractors, subcontractors, sublessees or visitors of the Lessee) places a vehicle in the territory of the Warehouse Complex outside the Parking Slots for the respective vehicle categories without prior written approval of the Lessor, the Lessor will be entitled to relocate the wrongdoer’s vehicle within the territory of the Warehouse Complex and/or outside the territory of the Warehouse Complex at the expense of the Lessee.

Payment of fines, penalties or late payment interest under the Lease Agreement, as well as compensation for damages, both in case of improper performance and in the event of default, shall not relieve the Lessee from performance in kind.

If after signing this Lease Agreement, the Preliminary Agreement is terminated by one of the Parties due to a breach of its obligations by the other Party (or due to circumstances within the control of such other Party), this Lease Agreement shall be automatically terminated from the date of the Preliminary Agreement termination. In this case, the initiating Party shall be entitled to recover penalties and other amounts due to it in connection with the termination pursuant to the Preliminary Agreement, but shall not be entitled to recover penalties and other amounts that might have been due to it in connection with the early termination by such Party of the Lease Agreement under this Section.

RETURN OF THE PREMISES

The Lessee shall:

on the last day of the Lease Period; or,

in the event of early termination of the Lease Agreement on the grounds related to the Lessor’s violation of its obligations under the Lease Agreement, on the date coming four (4) months after the date of the Lease Agreement termination; or,

in the event of early termination of the Lease Agreement on the grounds related to the Lessee’s violation of its obligations under the Lease Agreement, on the date coming ten (10) Business Days after the date of the Lease Agreement termination:

return to the Lessor all the Premises (including all utilities with the terminal equipment installed) in their clean state and considering that the Premises are to be returned in their original state, in which the Premises have been transferred by the Lessor to the Lessee on the Access Date (as defined in the Preliminary Agreement), but with account for the natural wear and tear and subsequent works performed by the Lessor in the respective Premises, if any, as well as the provisions of Clause 10.1.2 – 10.1.3 below and in accordance with other obligations of the Lessee under the Lease Agreement. Permanent improvements made by the Lessee in the Premises within the Lessee’s Works, inter alia, within the Lessee’s Works under the Preliminary Agreement, shall be, at the Lessor’s

remove all sign boards, removable improvements, all property of the Lessee and/or other third parties, furniture and other items from the Premises, vacate the Parking Slots, the territory of the Warehouse Complex and remedy in full any damage caused;

replace or restore any damaged and/or lost Lessor’s property (which was installed on the Premises) with similar property of the same quality;

If the Lessee fails to properly perform its obligations under this Section, inter alia, by refusing to return the Premises or delaying in return of the Premises within the time limits specified in Clause 10.1 above and in the state described in Clause 10.1.1 above, the Lessee shall, at the Lessor’s request, pay the following to the latter:

the amount of any expenses incurred by the Lessor in correcting or remedying the violation or bringing the Premises to the required state;

an actual use fee for the Premises equal to the daily amount of the Lease Payment for each day of the delayed return in the state described in this Section.

Acceptance by the Lessor of the amounts payable by the Lessee pursuant to Clause 10.2.2 above shall not be deemed renewal of the Lease Agreement or the Lessor’s consent to such occupation of the Premises, and such amount shall constitute the payment for the actual use of the Premises and shall be fixed for a limited period of time, even if the Lessor does not immediately exercise its rights in respect of the Lessee’s continued occupation of the Premises. The Lessor’s provision of access to the Premises to the Lessee upon termination of the Lease Agreement for the Lessee to remedy violations under this Section and/or other delay in the return of the Premises by the Lessee shall not be considered as lack of the Lessor’s objections to the use of the Premises by the Lessee upon termination of the Lease Agreement.

The Return Certificate for the Premises signed by the Lessor and the Lessee shall be a document confirming the proper performance of the Lessee’s obligation to return the Premises. In the event of ungrounded refusal of either Party to sign the relevant Return Certificate within three (3) calendar days from the date when the Return Certificate should have been signed, the Return Certificate signed by one of the Parties shall be deemed duly signed (approved) by the both Parties on the date coming in three (3) calendar days from the date when the Return Certificate should have been signed.

FORCE MAJEURE

Each of the Parties shall be released from liability for full or partial failure to perform its obligations under the Lease Agreement, if such failure has been caused by Force Majeure Events having occurred after making the Lease Agreement. The release of liability refers only to the obligations whose duly performance has become impossible due to such Force Majeure Events and only for the duration period of the Force Majeure Events.

The Parties referring to the Force Majeure Events shall notify the other Party thereof in writing immediately after occurrence of such events with supporting documents attached.

In case the Force Majeure Events last in excess of three (3) months or there are reasonable grounds to suppose that the Force Majeure Events will last in excess of three (3) months, the Parties undertake to start negotiations and amend the Lease Agreement as required for the Parties to continue performance of the obligations under the Lease Agreement as close as possible to the initial intentions of the Parties.

NOTICES

Any notices, approvals, consents, claims, authorizations or other communications in connection with the Lease Agreement shall be made in writing and shall be delivered by (a) a registered letter with declared value, return receipt requested and a list of enclosures, or (b) by a telegram, or (c) by courier service / courier to the Party’s addresses given in Clause 12.2 of the Lease Agreement, and for each case with a mandatory simultaneous sending a respective notice, approval, consent, claim, authorization or other communication to all e-mail addresses stated in Clause 12.2 of the Lease Agreement (or to other addresses, of the change in which one Party has notified the other Party).

The Parties’ mailing addresses:

If the Party’s address for correspondence and/or other details mentioned in this Section 12 have changed, the Party shall promptly notify the other Party thereof in writing in the manner prescribed in Clause 12.1 of the Lease Agreement to the addresses given in Clause 12.2 of the Lease Agreement, and the new address for correspondence may only be an address in Moscow or the Moscow Region.

The relevant notice, approval, consent, claim, authorization or other communication mentioned in the Clause of the Lease Agreement will be deemed to have been received on the date of its actual delivery (actual service) in the procedure set out in Clause 12.1 of the Lease Agreement, but provided that the said notice, approval, consent, claim, authorization or other communication has also been delivered to the Party to all e-mail addresses listed in Clause 12.2 of the Lease Agreement (or to other addresses, of the change in which one Party has notified the other Party) not later than the actual delivery date.

LIMITATION OF LIABILITY

The Party shall not be liable to the other Party:

for the Lessor’s liability: for any loss, damage, obstruction for work or interference incurred by the Lessee in the course of any repair or other engineering construction works on the utilities/distribution networks, other supply lines by an electrical power supplier/grid operator/gas supplier/gas distributor (or any person on their behalf) or other limitation of electric power/gas supply not caused by any circumstances within the Lessor’s control, provided that (in respect of electric power) timely switching to backup power sources is ensured;

any act or omission of any other third party, including government authorities, except for employees, contractors, subcontractors, suppliers of the Party concerned, for whose actions such Party is liable to the other Party under the terms of the Lease Agreement or the Laws, and with exception of: as regards the Lessee, sublessees or any persons admitted to or located in the Land Plot or the Premises with the Lessee’s authorization or consent; as regards the Lessor, the Management Company of the Lessor.

due to any act or omission of any future or existing lessee of other premises in the Warehouse Complex (not related to the Premises hereunder) or other person occupying any part of other premises in the Warehouse Complex (not related to the Premises hereunder) (including employees of such persons), except for the actions of the Lessee under Preliminary Agreement 2/ Lease Agreement 2, for which the Lessee is liable for the avoidance of doubt.

Notwithstanding the provisions of other clauses of the Lease Agreement, the Party’s total liability under the Lease Agreement or in connection with them (including liability in the form of indemnification for any costs, losses, damages, and payment of penalties, compensations or any other monies), and in connection with termination of the Lease Agreement, shall be limited to the amount of actual damage caused to the other Party, but no more than the amount equivalent to the sum of the Basic Lease Payment, Operating Expenses and Parking Fees payable for twelve (12) months of the Lease Period calculated for all Premises and all Parking Slots to be transferred to the Lessee under the Preliminary Agreement, the Lease Agreement (taking into account all Supplementary Agreements to the Lease Agreement to be entered into), excluding VAT.

Under no circumstances shall any Party be obliged to indemnify the other Party for lost profit, indirect losses or unreasonable expenses. In case of conflict of this clause with other provisions of the Lease Agreement, the provisions of this clause shall apply.

REGISTRATION OF THE LONG-TERM LEASE AGREEMENT

On the dates of signing the Lease Agreement / Supplementary Agreement to the Lease Agreement, the Lessee shall be obliged to provide the Lessor with all documentation and information required from the Lessee for state registration of the Lease Agreement / Supplementary Agreement to the Lease Agreement with a competent government authority, subject to receipt of a written request with a list of documents from the Lessor five (5) Business Days in advance. The Lessee’s breach of this obligation shall be considered, upon receipt of a repeated request, as the Lessee’s evasion from signing the Lease Agreement / Supplementary Agreement to the Lease Agreement.

If any additional documents or information are requested by the competent government authority, when performing the state registration of the Lease Agreement, or if amendments and/or additions to the Lease Agreement/Supplementary Agreement to the Lease Agreement are required, the Parties undertake to provide copies of all documents and/or information requested by such government authority, and the Parties, if necessary, undertake to make the required amendments and additions to the Lease Agreement/Supplementary Agreement to the Lease Agreement, not affecting the business arrangements of the Parties.

Documents to the registering authority for the purposes of state registration of the Lease Agreement / Supplementary Agreement to the Lease Agreement shall be submitted by the Lessor. The Lessor shall be liable for any fees related to such state registration of the Lease Agreement/Supplementary Agreement to the Lease Agreement, and the Lessee shall reimburse for fifty (50%) percent of the above mentioned amount of the state duty, other mandatory costs to the Lessor against an invoice issued by the Lessor.

Upon expiry of the Lease Period and in case of early termination of the Lease Agreement, the Parties shall provide the authorized registering authority with all documents and information necessary for the state registration of the Lease Agreement termination.

CONFIDENTIALITY

Each of the Parties agrees not to use for any purposes unrelated to the performance of the Lease Agreement and not to disclose to third parties the terms and conditions of the Lease Agreement or any other related documents, including, but not limited to, any commercial information provided by the Parties to each other (inter alia, to representatives and consultants of the respective Party) during negotiations on entering into the Lease Agreement, without a prior written consent of the other Party.

The limitations set in Clause 15.1 do not refer to disclosing any information:

if such information shall be disclosed according to the applicable Laws;

upon request of any competent authority, to the extent required by the applicable Laws;

reasonably necessary in court, arbitration, administrative or other proceedings;

to professional advisors, banks, auditors and insurance companies of the Parties (subject to observance by the said persons of information confidentiality);

to persons within the Party’s group of persons, and also when it is necessary in order to provide Utilities and/or perform Operational Maintenance; or

when it is necessary to prove the Lessor’s title or existence of encumbrances and/or other rights in respect of any part of the Warehouse Complex and/or the Blocks, and to prospective buyers of the Blocks (their part), or

lenders of the Party, government authorities and other competent bodies, and organizations; or

in accordance with Clause 16.5 of the Lease Agreement.

MISCELLANEOUS

In interpreting the Lease Agreement, it shall be taken into account that:

if the Party’s approval or consent is required, it shall be deemed to be valid, only if made in writing;

References to the Lessee’s actions, circumstances that are within the Lessee’s control or for which the Lessee is liable, or the Lessee’s violation of obligations include acts, omissions, breach of obligations or improper performance of obligations by sublessees, all of the Lessee’s employees, representatives, business partners, contractors, visitors or by any person present in the Premises or Warehouse Complex with the Lessee’s or sublessee’s authorization, but do not include acts/omissions of the Lessor/Management Company and/or their engaged persons; however, references to “circumstances that are within the Lessee’s control” for the avoidance of doubt do not include circumstances giving the Lessee any right of claim against the Lessor (including the rights to terminate the Lease Agreement) under the Lease Agreement or the Laws, and accordingly do not include any exercise of such rights;

References to the Lessor’s actions, circumstances that are within the Lessor’s control or for which the Lessor is responsible or liable, or the Lessor’s violation of obligations include acts, omissions, breach of obligations or improper performance of obligations by the Lessor’s employees, representatives, business partners, contractors, including the Management Company, but do not include acts, omissions, breach of obligations or improper performance of obligations by the persons specified in Clauses 13.1.1 and 13.1.3 above; however, references to “circumstances that are within the Lessor’s control” for the avoidance of doubt do not include circumstances giving the Lessor any right of claim against the Lessee (including the rights to terminate the Lease Agreement) under the Lease Agreement or the Laws, and accordingly do not include any exercise of such rights;

the words “including”, “include”, “inter alia” are considered without limitation of interpretation to those listed;

the headings of Sections, clauses and Appendices of the Lease Agreement are given for convenience only and shall not be used to interpret the contents of the Lease Agreement;

unless the context indicates otherwise, any reference to the Section, clause or Appendix shall mean a reference to the relevant Section, clause or Appendix of this Lease Agreement;

the term “contractor”, inter alia, includes persons who provide services under a fee-based service agreement as well as other persons actually authorized by the Party for work;

except for cases established by the Lease Agreement as a waiver of a right, a failure by either Party to exercise any of the rights granted under the Lease Agreement does not constitute a waiver of that right; however, if any violation/circumstance underlying the emergence of the right (including, but not limited to, the right to request termination of the Lease Agreement, right to claim payment of a penalty/compensation/other amount) under the Lease Agreement or by virtue of the Laws has been eliminated/discontinued, and prior to elimination/discontinuation of the relevant violation/circumstance such right has not been used or has been waived, the Party shall lose the relevant right and expressly waives exercise of such right on the same grounds after elimination/discontinuation of the relevant violation/circumstance, except for cases when the similar circumstances underlying the exercise of the right have occurred again;

The Parties specifically agree that any losses/penalties, payment of which is stipulated in the Lease Agreement, or other liability measures specified in the Lease Agreement, and the rights granted to the Party under the Lease Agreement or the current Laws (including the right to demand termination of the Lease Agreement, right to claim indemnity for losses, payment of penalties or other monies, right to suspend counter-execution, etc.) in connection with any violation committed by the other Party, may be collected/applied/exercised by such Party, except for the case when the violation occurred as a result of: (a) changes in the Laws after the Lease Agreement date; and/or (b) actions/omissions of government authorities and/or (c) non-performance/improper performance/violation of obligations under the Lease Agreement by the other Party or circumstances within such other Party’s control or for which it is liable. If the damage and/or violation caused/committed by one Party is caused by/is a direct result of the other Party’s non-performance/improper performance/violation of its obligations under the Lease Agreement or is caused by circumstances within such other Party’s control or for which such other Party is liable, subject to the provisions of the Lease Agreement, the first Party shall not be liable for such damage and/or its elimination or for the violation;

The Lessee’s right to pay the Lease Payment in a smaller amount or to request reduction in the amount of the Lease Payment under Clause 5.3 of the Lease Agreement shall arise, only if the Lessor and its engaged persons have been provided with unhindered access by the Lessee for the purpose of remedying the relevant circumstance serving as the basis for the Lease Payment reduction, immediately upon occurrence of such circumstance and until its actual remedy;

Any Lessor’s right of access or entry to the Premises /the Lessee’s Territory/Land Plot applies to all persons duly authorized by the Lessor.

Unless otherwise expressly stated in the text of the Lease Agreement, each Party shall perform its obligations at its own expense.

If any term or condition of this Lease Agreement is held invalid, illegal or unenforceable for any reason by a court judgment or otherwise, it shall not affect the remaining provisions of the Lease Agreement. The Parties undertake to make the necessary amendments to the provisions hereof which are invalid, illegal or unenforceable in such a way that they become valid, legal and enforceable, or replace such provisions with valid, legal and enforceable ones that shall have an economic effect as close as possible to the original intention of the Parties without changing any material provisions hereof.

The Party may issue press releases and make public statements regarding the entry into and performance of the Lease Agreement only upon receipt of a written consent from the other Party with the text of the relevant press release or statement, in particular, the Lessor may, after issue of the press release agreed with the Lessee, post (inter alia, on a permanent basis) information about the fact of entering into this Lease Agreement on the corporate website of the Lessor’s group of companies.

A material change in the circumstances, from which the Parties proceeded at the execution of this Lease Agreement (as defined in Article 451 of the Civil Code of the Russian Federation) shall not constitute the ground for modification or termination of this Lease Agreement by either Party.

Each Party shall represent the other Party (Article 431.2 of the Civil Code of the Russian Federation) that:

as of the time of signing the Lease Agreement, all approvals and permissions required by the constituent documents and the current Laws to enter into the Lease Agreement/Supplementary Lease Agreement have been obtained;

the persons having signed the Lease Agreement for each of the Parties are duly authorized and act in the interest of each of the Parties and in accordance with the constituent documents and the applicable Laws, in faith and testimony whereof the Parties have provided each other with certified copies of relevant documents;

if entry into this Lease Agreement requires a consent or approval of any government authorities and/or managing bodies of the Party, such consent/approval has been obtained by the Party which, according to the applicable Laws, is entitled or obliged to obtain the relevant consent/approval.

as regards the Lessor: the Lessor warrants that, as of the Lease Agreement date, the Land Plot is not encumbered with any third party rights (except as specified below in this clause), there are no disputes about the Lessor’s rights in respect of the Land Plot and any other circumstances, events and facts that cast doubt on existence and completeness of the Lessor’s titles (absence of third party claims of title) to the Land Plot.

gas pipeline protected zone, within the boundaries as shown in the plan (Appendix 1.1 to the Lease Agreement);

electric power lines and their protected zone, within the boundaries as shown in the plan (Appendix 1.1 to the Lease Agreement);

external utilities on the Land Plot according to the Project Documentation, to connect the Premises to the utilities, and their protected zones as shown in the plan (Appendix 1.1 to the Lease Agreement).

[town-planning restrictions according to the Land Use and Development Regulations and the General Development Plan of Istra, as well as the Town-planning Plan of the Land Plot (GPZU)];

[encumbrances over the Land Plot and Blocks/Checkpoints by rights to purchase them envisaged in sale and purchase agreements, which [specify what is applicable on the Lease Agreement date: entered into by the Lessor with [●]/ may be entered into by the Lessor in accordance with the provisions of Clause 8.2 of the Lease Agreement]].

as regards the Lessor: as of the Lease Agreement date, the Premises will comply with the Permitted Use and will not be encumbered by third party rights, including the lease rights, except for the encumbrances listed in Clause 16.6.4 above;

all documents and information provided by any of the Parties at the request of the other Party prior to the entry into the Agreement and/or during the preliminary legal and financial due diligence of the Party, were valid, accurate and not misleading, when submitted;

signing or performance of the Lease Agreement is not a violation and will not lead to a violation of: (a) the Articles of Association or other corporate or other internal documents of any company in the Party’s group of persons; (b) the provisions of the Laws; (c) any orders or judgments of the courts, arbitral tribunals, or government agencies applicable to the Party’s group of persons; or (d) any terms, conditions, or provisions of any other contracts or agreements, to which any company in the Party’s group of persons is a party, or such contracts or agreements that are binding upon any company in the Party’s group of persons, and will not give rise to any default under any such contract or agreement;

Each of the Parties shall be obliged to notify the other Party by means of the relevant written notice of initiation of the liquidation/reorganization procedure, filing a bankruptcy (insolvency) petition against such Party to the competent court, within three (3) Business Days from the date of initiation of the relevant procedure/filing (receipt of information on such filing). For the purpose of performing this clause, publication of the above information in periodicals and/or on the Internet or otherwise shall not constitute a proper performance of such obligation, and, in absence of the above mentioned written notice, the Party violating the obligations stipulated by this clause shall be obliged to compensate the other Party for the damage caused by such violation.

The Parties hereby agree on the following procedure for recording the circumstances and engaging an expert for the purposes of this Lease Agreement:

Tebodin (as of the date hereof, such Russian entity is a branch of Tebodin Eastern Europe B.V. Private Limited Liability Company (Netherlands) (INN ▇▇▇▇▇▇▇▇▇▇),

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (as of the date hereof, such Russian entity is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ R LLC (OGRN 1077758264165, INN 7706664782),

Aecom (as of the date hereof, such Russian entity is AECOM LLC (OGRN 1037700232129);

MOSOBLSTROYCNIL (GUP MO MOSOBLSTROYCNIL ORN 1025002876755).

The Lessee hereby agrees to assignment/pledge of all or part of the Lessor’s rights under the Agreement to                      or any other bank, or other person that provides financing to the Lessor and/or its members.

No amendments to the Lease Agreement shall be valid unless they are made in writing and signed by the duly authorized representatives of the Parties.

This Lease Agreement shall become effective for the Parties from the date of its signing, is signed in five copies, having equal legal force: two (2) copies for each of the Parties and one copy for the authority carrying out state registration hereof. The Parties shall not submit one (1) copy for state registration and shall leave it at their disposal.

This Lease Agreement contains the following Appendices forming an integral part hereof:

APPLICABLE LAW AND DISPUTE RESOLUTION

This Lease Agreement shall be governed by the law of the Russian Federation.

If any dispute arises between the Parties in connection with the Lease Agreement or in connection with violation, termination or invalidity hereof, the authorized representatives of the Parties shall exchange appropriate written claims to resolve the dispute without recourse to court.

Unless such disputes and disagreements are resolved by exchange of claims, the response time to which is thirty (30) Business Days upon their receipt by the respective Party, the dispute may be submitted by the Party concerned to the Arbitration Court of the Moscow Region for resolution.

LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES