PRELIMINARY LEASE AGREEMENT St. Petersburg

BaltStone Limited Liability Company, a legal entity established and existing under the laws of the Russian Federation registered with Inspectorate of the Federal Tax Service No. 15 for Saint-Petersburg, date of registration: October 5, 2012, OGRN 1127847532438, INN 7839469004, KPP 781001001, located at 196084, ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇, building 3, letter A, office 197, represented by General Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, acting pursuant to the Charter (hereinafter referred to as the “Lessor”); and

Internet Solutions Limited Liability Company, a legal entity established and existing under the laws of the Russian Federation, registered with Interdistrict Inspectorate of the Federal Tax Service No. 46 for Moscow, date of registration: January 1, 2008 OGRN 1027739244741, INN 7704217370, KPP 770301001, located at 10, Premise 1, Floor 41, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, represented by Andrey Igorevich ▇▇▇▇▇▇▇▇▇ acting pursuant to Power of Attorney No. 77/719-n/77-2019-14-285 of August 26, 2019, (hereinafter referred to as the “Lessee”);

The Lessor intends to implement the project for construction of ▇▇▇▇▇ ▇, ▇▇▇▇▇ 2 and Phase 3 and their further leasing to the Lessee in accordance with the terms and conditions of the ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ Option and Phase 3 Option;

The Phase 2 Option and Phase 3 Option shall be executed at the same time as the Agreement;

GLOSSARY

Hydraulic dock levelers with folding ramp, sectional doors, thermal (air) curtains, smoke hatches;

Coating the territory with asphalt (in this case, the Lessee’s access to the dock equipment and access roads to the Lessee’s territory shall not be restricted);

Local Repair of the roofing of the Buildings in case of leaks.

Taking into consideration that the Parties undertake to enter into Long-term Lease Agreement 1 on the terms and conditions of this Agreement and in the form and on the conditions set forth in Appendix 3 to the Agreement, this Agreement determines the conditions of Phase 1 construction, Premises 1 preparation for the Lessee’s Works and the conditions of Phase 1 operation by the Lessee before entering into Long-term Lease Agreement 1. The Agreement also determines the procedure for interaction of the Parties before entering into Long-term Lease Agreement 1. The Phase 1 facilities will be owned by the Lessor.

Within ten (10) days upon the date of state registration of the Lessor’s title to Building 1 in the Unified State Register of Immovable Property the Parties shall enter into Long-term Lease Agreement 1 in the manner and on the conditions provided for by the Agreement. The Parties agreed that Long-term Lease Agreement 1 may be executed and the Acceptance Certificate for Building 1 may be signed before the state registration of the Lessor’s title to Checkpoint 1, provided that by the date of signing Long-term Lease Agreement 1 and the Acceptance Certificate for Building 1 the permission to put into operation Checkpoint 1 was received and Checkpoint 1 was transferred to the Lessee for actual use on the basis of the Certificate of Transfer for Checkpoint 1.

The subject matter of Long-term Lease Agreement 1 is the lease of the following Phase 1 facilities with the total approximate ares of 28,738 sq. m (hereinafter collectively referred to as “Premises 1”) by the Lessor to the Lessee in compliance with the TOR:

Warehouse premises with the approximate area of 16,600 sq. m (hereinafter referred to as “Warehouse Premises 1”);

Administrative and amenity premises and other auxiliary premises including, but not limited to toilets and shower rooms, irrespective of their location, and a wash room, with the approximate area of 4,448 sq. m (hereinafter referred to as “Office Premises 1”);

Concrete mezzanine with the approximate area of 4,750 sq. m (hereinafter referred to as “Mezzanine 1”);

Premises for storage of dangerous goods with the approximate area of 2,040 sq. m (hereinafter – “Hazardous Goods Area”);

Checkpoint premises with the approximate area of 900 sq. m.

With respect to Phase 2 and Phase 3, the Lessor has provided the Phase 2 Option and the Phase 3 Option, respectively.

To acquire the right to make the Preliminary Lease Agreement for Phase 2 (as defined below), the Preliminary Lease Agreement for Phase 3 (as defined below) the Lessee shall pay to the Lessor a fee (premium).

The Phase 2 Option fee is 41 rubles 67 kopecks per month for the Leased Area without VAT. The Phase 2 Option fee shall be paid by the Lessee in the indicated amount on a monthly basis, starting from the date of signing the Certificate of Acceptance for Use of Premises 1 and/or an Acceptance Certificate for Premises 1 until the date of signing an Access Certificate for Premises 2 (inclusive) or until the date of its termination. The Phase 2 Option Payment shall be paid by the Lessee at the same time as the use fee for Premises 1 (according to Clause 13.20 of the Agreement) and/or the Lease Payment for Premises 1 (according to Long-term Lease Agreement 1).

The Phase 2 Option Payment shall not be counted towards the security payment, the use fee and/or the lease payment under the Preliminary Lease Agreement for Phase 2 (as defined below) and/or Long-term Lease Agreement 2 and shall not be reimbursable in case the Phase 2 Option is not accepted by the Lessee during the option validity period.

The Phase 3 Option fee is 41 rubles 67 kopecks per month for the Leased Area without VAT. The Phase 3 Option fee shall be paid by the Lessee in the indicated amount on a monthly basis, starting from the date of signing the Certificate of Acceptance for Use of Premises 1 and/or an Acceptance Certificate for Premises 1 until the date of signing an Access Certificate for Premises 3 (inclusive) or until the date of its termination. The Phase 3 Option Payment shall be paid by the Lessee at the same time as the use fee for Premises 1 (according to Clause 13.20 of the Agreement) and/or the Lease Payment for Premises 1 (according to Long-term Lease Agreement 1).

The fee for Phase 3 Option shall not be counted towards the security payment, the use fee and/or the lease payment under the Preliminary Lease Agreement for Phase 3 (as defined below) and/or Long-term Lease Agreement 3 and shall not be reimbursable in case the Phase 3 Option is not accepted by the Lessee during the option validity period.

The Phase 2 Option shall be valid for eighteen (18) months upon the date of signing the Acceptance Certificate for Premises 1, but in any case not earlier than August 2, 2020 and not later than February 2, 2022 (period for acceptance of the Phase 2 Option).

The Phase 3 Option shall be valid for eighteen (18) months upon the date of signing the Acceptance Certificate for Premises 2, but in any case not earlier than August 3, 2021 and not later than August 3, 2024 (period for acceptance of the Phase 3 Option).

In case the Lessee, as an option holder, intends to enter into a preliminary lease agreement for Premises 2 on the conditions specified in the Agreement, the Lessee shall Accept Option 2 by giving the Lessor a notice of making preliminary lease agreement 2 in accordance with the procedure provided for by Clause 11 of the Agreement (hereinafter – “Phase 2 Option Acceptance”).

In case the Lessee, as an option holder, intends to enter into a preliminary lease agreement for Premises 3 on the conditions specified in the Agreement, the Lessee shall Accept Option 3 by giving the Lessor a notice of making preliminary lease agreement 3 in accordance with the procedure provided for by Article 11 of the Agreement (hereinafter – “Phase 3 Option Acceptance”, respectively).

Within thirty (30) business days after the date of receipt by the Lessor from the Lessee of the Phase 2 Option ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ Option Acceptance, respectively, the Lessor shall enter into a preliminary lease agreement with the Lessee in a form similar to the Agreement, taking into consideration the technical parameters of the Phase 2 facilities (hereinafter referred to as the “Preliminary Lease Agreement for Phase 2”) and the technical parameters of the Phase 3 facilities (hereinafter referred to as the “Preliminary Lease Agreement for Phase 3”). In this case, the conditions of the Preliminary Lease Agreement for Phase 2, the Preliminary Lease Agreement for Phase 3, respectively (including the lease rates, subject to indexation (if any), the dates and procedure for lease rate indexation, the dates, procedure and scope of the security provided by the Lessee) shall be similar to the current conditions of the Agreement.

The subject matter of Long-term Lease Agreement 2 shall be the lease of the following Phase 2 facilities with the total approximate area of 24,801 sq. m (hereinafter collectively referred to as “Premises 2”) in compliance with the TOR by the Lessor to the Lessee:

Warehouse premises, including technical area, with the approximate area of 17,700 sq. m (hereinafter referred to as “Warehouse Premises 2”) with the arrangement of:

Administrative, amenity and other auxiliary premises with the approximate area of 2,441 sq. m (hereinafter referred to as “Office Premises 2”);

Mezzanine premises with the approximate area of 4,660 sq. m (hereinafter referred to as “Mezzanine 2”);

Parking space with 350 parking slots in total, including 300 parking slots for passenger vehicles and 50 — for trucks.

The subject matter of the Long-term Lease Agreement 3 shall be the lease of the following Phase 3 facilities with the total approximate area of 26,478 sq. m (hereinafter collectively referred to as “Premises 3”) in compliance with the TOR by the Lessor to the Lessee:

Warehouse premises including technical premises with the approximate area of 17,280 sq. m (hereinafter referred to as “Warehouse Premises 3”);

Administrative, amenity and other auxiliary premises with the approximate area of 4,448 sq. m (hereinafter referred to as “Office Premises 3”);

Mezzanine premises with the approximate area of 4,750 sq. m (hereinafter referred to as “Mezzanine 3”);

Parking space with 350 parking slots in total, including 300 parking slots for passenger vehicles and 50 — for trucks.

The Lease Payment for Premises 2 and 3 is determined on the basis of the following Lease Rates, indexed starting from the second lease year of Premises 1 in accordance with the basic indexation of the lease payment (Clause 2.31)

Basic Lease Payment calculated based on the following (excluding VAT):

RUB 4,654 per 1 sq. m of Warehouse Premises 1, including the additional lease rate for non-standard improvements of the areas (reinforced floors, ventilation interconnections at 5 elevation ▇▇▇▇ levels, concrete mezzanine);

RUB 8,000 per 1 sq. m of Office Premises 1;

RUB 3,000 per 1 sq. m of Mezzanine 1;

RUB 4,654 per 1 sq. m of the Hazardous Goods Area;

Operating Expenses calculated based on the following (excluding VAT):

RUB 1,200 per 1 sq. m of Premises 1;

Variable part of the Lease Payment (utility payments) in the amount of:

payments for electricity, heat, water supply and water discharge consumed by the Lessee in Premises 1, as well as the Lessee’s share in the cost of the above-mentioned utilities consumed in the common areas and infrastructure of the Complex, and in the auxiliary structures.

Parking Fee calculated based on (excluding VAT):

RUB 7,500 per month for one (1) Parking Slot for parking a truck;

RUB 7,500 per month for one (1) Parking Slot for parking a bus; and

RUB 2,500 per month for one (1) Parking Slot for parking a passenger vehicle.

The area of the Premises is approximate. The final area of the Premises and other technical characteristics shall be checked based on the cadastral registration data for the Buildings and subsequently by the Lessor in accordance with the BOMA Standard and shall be reflected by the Parties in the Long-term Lease Agreement for the purpose of Lease Payment calculation. The Parties agreed that the exact area of the Premises according to the data of the technical inventory / cadastral registration may differ from the area of such types of premises specified in the Project Documentation (hereinafter referred to as the “projected floor area”):

Warehouse Premises, Mezzanine — not more than 2%;

Office Premises, premises of the Hazardous Goods Area and the Checkpoint Premises — not more than 4%.

Allocated capacity:

The general layout of the Complex with regard to the assumed location of ▇▇▇▇▇ ▇, ▇▇▇▇▇ 2 and Phase 3 is provided in Appendix 1:1 to the Agreement.

The Premises Lease Period under Long-term Lease Agreement 1 is seven (7) years from the Starting Date of the Lease Period.

The Lessee may unilaterally extend the Premises Lease Period under Long-term Lease Agreement 1 up to ten (10) years from the Starting Date of the Lease Period.

In the case of increase of the Premises area according to the technical inventory / cadastral registration from the projected floor area by more than 2% for Warehouse Premises and Mezzanine and by more than 4% for the rest of the premises, the floor area of the respective Premises according to the BOMA Standard for the purpose of calculating the Lease Payment will be reduced for the purpose of including into the Long-term Lease Agreement by the number of square meters calculated according to the data of the technical inventory / cadastral registration, exceeding the percentage limit prescribed in this paragraph; calculation shall be made with the following formula:

The Lease Payment under Long-term Agreement 1 shall consist of the following:

Basic Lease Payment calculated for the first year of the Lease Period (excluding VAT):

RUB four thousand six hundred ninety (4,690) per year per one (1) sq. m of the Leased Area of Warehouse Premises 1;

RUB seven thousand (7,000) per year per one (1) sq. m of the Leased Area of Office Premises 1;

RUB two thousand nine hundred (2,900) per year per one (1) sq. m of the Leased Area of Mezzanine 1;

RUB four thousand six hundred ninety (4,690) per year per one (1) sq. m of the Lease Area of the Hazardous Goods Area;

RUB seven thousand (7,000) per year per one (1) sq. m of the Leased Area of the Checkpoint.

Operating Expenses calculated for the first year of the Lease Period of RUB one thousand two hundred (1,200) per year per one (1) sq. m of the Leased Area of the Premises, excluding VAT. The list of Operating Expenses is specified in Long-term Lease Agreement 1.

Variable Part of the Lease Payment (utility charges) – compensation of the Lessor’s costs for the actual consumption by the Lessee in the Premises and on the Land Plot of:

electrical energy (and electrical power), including for water treatment

thermal energy (heating, hot water supply);

water consumption for cold water supply;

waste water collection (water discharge)

The Lessor hereby confirms that the rates / tariffs of utility providers included in the calculation of the Variable Part of the Lease Payment shall be calculated based on the tariffs as of the date of signing the Agreement of the following utility providers in the Sofiyskaya-KAD Industrial Park:

power supply: Petersburg Retail Company JSC;

water supply / disposal: TGC-1 PJSC;

heat supply: State Unitary Enterprise Fuel and Energy Company of St. Petersburg.

Parking Fee calculated for the first year of the Lease Period:

RUB seven thousand five hundred (7,500) per month (excluding VAT) per one (1) parking slot for a truck and

RUB two thousand five hundred (2,500) per month (excluding VAT) per one (1) parking slot for a passenger vehicle.

RUB seven thousand five hundred (7,500) per month (excluding VAT) per one (1) parking slot for a bus.

The Parties have agreed that the Basic Lease Payment for Premises 1 shall be subject to change from the moment of signing the Certificate of Acceptance for Premises 2 under Long-term Lease Agreement 2 or from the date of signing a supplementary agreement to extend the Lease Period under Long-term Lease Agreement 1 up to ten (10) years (Clause 2.20 of the Agreement), whichever is earlier, and shall be determined on the basis of the following rates (exclusive of VAT), which are established on the date of signing this Agreement and to which the terms of Long-term Lease Agreement 1 on indexation are subsequently applied in the event that the respective event, which is the basis for changing the rates in accordance with this clause, occurred after the respective Indexation Dates:

RUB three thousand six hundred fifty-four (3,654) per year per one (1) sq. m of the Leased Area of Warehouse Premises 1;

RUB seven thousand (7,000) per year per one (1) sq. m of the Leased Area of Office Premises 1;

RUB two thousand (2,000) per year per one (1) sq. m of the Leased Area of Mezzanine 1;

RUB three thousand six hundred fifty-four (3,654) per year per one (1) sq. m of the Hazardous Goods Area;

RUB seven thousand (7,000) per year per one (1) sq. m of the Leased Area of the Checkpoint.

On the earliest of the following dates:

On the earliest of the following dates:

The Parties have agreed that the Access Fee, Use Fee and Lease Payment shall be charged and paid as follows:

From Access Date 1 in relation to Phase 1 and until the starting date of accrual of the Premises Use Fee in accordance with Clause 2.25.2 below, the Lessor charges and the Lessee pays the Access Fee equivalent to the sum of the following amounts:

Operating Expenses at a rate equal to 50% of the Operating Expenses rate established as of the date of signing this Agreement.

40% of the Variable Part of the Lease Payment calculated in accordance with the provisions of Clause 2.22.3 above.

Invoice;

Certificate of services rendered and invoices for the respective reporting period;

Documents containing information on the name, the unit of measure, the cost per unit of measure, the cost by utility consumed by the Lessee, calculation of the scope of the utility services consumed in accordance with the readings of the metering devices or, if applicable, by calculation;

Documents confirming the actual tariffs on the Lessor’s costs for providing the Premises with utilities (copies of the supporting documents from utility providers).

Starting from the date following the expiration of 4 (four) months from Access Date 1 (but not earlier than the date of issuance of permission to the commissioning of Phase 1 Building), the Lessor shall charge and the Lessee shall pay the User Fee in the amount equivalent to the full amount of the Lease Payment: Basic Lease Payment, Operating Expenses, Parking Fee, Variable Part of the Lease Payment, subject to the provisions of Clause 13.20 of the Agreement.

Payment of a portion of the Use Fee equivalent to the Variable Part of the Lease Payment shall be made in a manner similar to the procedure for payment of the Variable Part of the Lease Payment set out in Clause 2.22.3 above. The Lessee’s obligations to make payments hereunder 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.

The Lessee may demand from the Lessor in connection with the circumstances provided for in this Clause, full or partial (as indicated below) exemption from payment of the Basic Lease Payment, in the following cases (provided that the Lessee notifies the Lessor and reflects such events in a Bilateral Statement in accordance with Clause 10.2.2 of the Long-term Lease Agreement within 8 hours from the moment of occurrence / detection by the Lessee of each respective incident):

the sorting machine;

any of the conveyor system elements, which has resulted in the stoppage of the conveyor;

the lift equipment in case two or more lifts in the Building have gone out of order simultaneously,

in the event of a complete stoppage of the power supply in the Premises – a decrease in the hourly Basic Lease Payment by 100% for each hour of complete absence of power supply, starting from the second hour of its absence and recording thereof by the Lessee in the manner specified in paragraph one of this clause of the Agreement with the respective notification of the Lessor, and until the resumption of power supply in any way (including an alternative way of resuming the power supply, which shall be deemed due elimination of such circumstances).

in the event of a complete stoppage of the water supply/disposal in the Premises – a decrease in the hourly Basic Lease Payment by 30% for each hour of such absence of supply, starting from the twenty-fifth hour after the shutdown of the respective service and recording thereof by the Lessee in the manner specified in paragraph one of this clause of the Agreement with the respective notification of the Lessor, and until the resumption of the respective service (including an alternative way of resuming the supply, which shall be deemed due elimination of such circumstances);

in the event of a complete stoppage of air conditioning (in summer, from June to August) or heating of the Premises in winter (from October to March) – a decrease in the hourly Basic Lease Payment by 30% for each hour of such absence of supply, starting from the seventh hour after the shutdown of the respective service and recording thereof by the Lessee in the manner specified in paragraph one of this clause of the Agreement with the respective notification of the Lessor, and until the resumption of the respective service (including an alternative way of resuming the supply, which shall be deemed due elimination of such circumstances).

For the purpose of calculation of the Lease Payment under the Long-term Agreement, the Leased Area of the Premises shall be determined based on the results of the measurements under the BOMA Standard.

Unless otherwise expressly specified in the Agreement, all the rates and amounts of the payments specified herein are given excluding VAT. If in accordance with the Laws of the Russian Federation, the payment amounts are subject to VAT, the VAT amount (calculated at the then applicable rate) shall be specified in the respective invoice of the Lessor and shall be paid by the Lessee according to the same procedure as the payment amounts.

In case the Lessee makes any payment under this Agreement, which is subject to VAT, the Lessee shall pay the respective VAT amount to the Lessor. In case the Lessee compensates the Lessor the costs incurred by the latter, it shall also compensate the Lessor the VAT amount related to such costs.

Upon the expiration of twelve (12) months from the date of signing the Certificate of Transfer for Use for Premises 1 and subsequently on each anniversary of the date of signing the Certificate of Transfer for Use for Premises 1 (“Indexation Date”), the rate of the Basic Lease Payment, Operating Expenses, Parking Fee, Phase 2 Option Payment, Phase 3 Option Payment that are in effect on the date of the Lessor’s notice of indexation, shall be subject to annual indexation and shall be deemed automatically increased by the larger of the following values (hereinafter referred to as the “Indexation Rate”): a) RF CPI according to the officially published data of Rosstat of Russia; b) 4% (four percent).

Any other conditions of Long-term Lease Agreement are agreed by the Parties and given, respectively, in the form of Long-term Lease Agreement (Appendix No. 3 to the Agreement) being an integral part of the Agreement.

The Lessor undertakes to carry out Phase 1 construction on the Land Plot for the purpose of Project implementation in accordance with the TOR, the project documentation of the basic design and detailed design stages and in accordance with the requirements of the applicable Laws.

The Parties have agreed the following dates for Phase 1:

The date of granting the Lessee the access to Premises 1 shall be on or before April 15, 2020, and the specified Premises 1 access dates must comply with Appendix No. 1:5.

The Lessor shall notify the Lessee of the readiness to grant access to Premises 1 at least ten (10) calendar days before the assumed Access date;

Provision of access to Premises 1 shall be formalized by an Access Certificate to be signed by the Parties in the form of Appendix No. 2.1 to the Agreement;

The date of Phase 1 Building commissioning shall be on or prior to July 1, 2020,

Date of registration of the Lessor’s title for the Phase 1 Building shall be not later than One (1) calendar month from the Date of Commissioning of the Phase 1 Building;

The date of signing Long-term Lease Agreement 1 shall be at least ten (10) business days from the date of registration of the Lessor’s title to the Phase 1 Building;

Date of Transfer of Premises 1 for Actual Use shall be upon expiration of four (4) months from Access Date 1, but not earlier than the date of receipt of permission to commissioning of Phase 1 Building, and the Parties shall sign the respective Certificate of Transfer for Use for Premises 1;

From the date of signing the Certificate of Transfer for Use for Premises 1 by the Parties and until the date of signing the Acceptance Certificate for Premises 1 under Long-term Lease Agreement 1, the Use Fee in relation to Premises 1 shall be charged;

The procedure for calculating and paying the Use Fee is determined based on the terms and conditions of this Agreement;

The date of signing of the Acceptance Certificate for Premises 1 shall be the date of signing Long-term Lease Agreement 1 by the Parties. the Acceptance Certificate for Premises 1 shall be signed by the Parties in the form of Appendix No. 4 to Long-term Lease Agreement 1;

Date of filing Long-term Lease Agreement 1 for state registration shall be at least five (5) business days after signing Long-term Lease Agreement 1 subject to the Lessee’s provision on such date of all documents required from the Lessee for the purpose of registration.

Unless otherwise stipulated by the Agreement, the Parties shall be governed by the timelines specified in this Clause of the Agreement.

The Lessor undertakes to timely provide the Lessee with the information on the Developer/Contractor with indication of their contact persons.

Prior to the signing of the Access Certificate, the Lessor provides the Lessee with an access to the administration and accommodation facility with the following characteristics to accommodate the technical supervision engineer engaged by the Lessee:

Prior to Access Date 1, the Lessor shall be liable for any accidents or injuries caused by violation of construction safety measures by the Lessor or its contractors to the employees and consultants of the Lessee, as well as to any other persons engaged by the Lessee during the period when the Lessee was provided with the temporary access to the Premises, provided that such persons properly followed all safety instructions / rules for staying at the construction site communicated by the Lessor and / or its Contractors.

The Parties have specially stipulated that any approvals or permits from the competent authorities required for construction and commissioning of Phase 1 Building shall be received by the Lessor and at the cost of the Lessor.

Within five (5) business days upon receipt of the Permit for commissioning of Phase 1 Building and the Checkpoint, the Lessor undertakes to deliver a notarized copy of such permits to the Lessee.

Within thirty (30) days from the date of the Acceptance Certificate, the Lessor undertakes to provide the Lessee with documents (receipt of the registering authority) that confirm the filing of the Lessor’s title documents for state registration.

The Parties have agreed that the design documentation for the Premises prepared by the Lessor (Contractor), including with regard to layout of the Premises (including the area of the Premises)shall be preliminarily reviewed by the Lessee as follows:

the refusal to approve the AS and SS Sections of the Project Documentation and submit the Lessee’s comments thereto may be grounded only on its failure to comply with mandatory requirements of the Laws and/or Appendix No. 1:3 and/or Appendix No. 1.2 and in each case the requirements of the Laws prevail over Appendix No. 1:3, Appendix No. 1.2;

if the Lessee fails to submit its comments within the time limits set by Appendix No. 1:4 to the Agreement or provides the comments that are inconsistent with the conditions of this Clause above, the AS and SS Sections of the Project Documentation shall be deemed approved by the Lessee in the wording proposed by the Lessor, and shall prevail over the requirements of Appendices 1:2 and 1:3 as specified in the next paragraph below.

The Lessee shall provide and/or approve certain technical information and documentation in cases expressly stated in the Terms of Reference (Appendix 1:3 to the Agreement) and in Appendix 1:4 to the Agreement, within the time limits specified in the said Appendices. Approvals may also be obtained by electronic exchange of messages to the addresses (any of the addresses) specified in Art. 15 of the Agreement (or other addresses about which the Parties have notified each other in the manner provided for in Article 11 of the Agreement.

ACCESS TO THE PREMISES. LESSEE’S WORKS

In order to prepare Premises 1 for their subsequent lease by the Lessee and to carry out the Lessee’s Works, the Lessor shall:

By April 15, 2020 (inclusive), provide the Lessee with access to the Premises with an area specified in Appendix No. 1:5.

The Lessor grants the access to the Lessee for the period of four (4) months starting from Access Date 1.

The Lessor undertakes to ensure the required scope of construction readiness of the Building (including the Premises and the utilities) agreed by the Parties and set forth in Appendix 1:5 to the Agreement at the time of granting the access. Granting access to the Premises shall be formalized by an access certificate (hereinbefore and hereinafter referred to as the “Access Certificate”) to be signed by the Parties in the form of Appendix 2:1 to the Agreement on the date of access provision.

The Lessor shall notify the Lessee of the readiness to transfer the Premises under the Access Certificate at least ten (10) days before the assumed Access Date.

The Lessee is entitled not to sign the Access Certificate in case of any major defects if such defects prevent it from conducting the Lessee’s Works in the Premises, such as incompliance of the construction readiness scope with Appendix 1:5. The Lessee’s refusal to sign the Access Certificate due to minor defects/faults is not permitted.

If the Lessee’s representative failed to appear to sign the Access Certificate on the date specified in the Lessor’s notice, and/or the Lessor did not receive a reasonable (subject to the provisions of Clause 4.4 above) refusal to sign the Access Certificate by the Lessee within 5 (five) calendar days from such date, the Access Certificate shall be deemed to have been duly signed on the date specified in the notice to the Lessor, and such date shall be considered the Access Date.

The Lesser will not prevent the Lessee from access to the Premises after signing the Access Certificate subject to due discharge of the Lessee’s obligations under this Agreement.

Starting from the date of granting the access (the date of signing the Access Certificate), the Lessee shall:

Observe the applicable Laws, the requirements of the competent authorities/organizations and the Lessor with regard to the Premises and/or their use;

Not to perform, without prior approval of the Lessor, any Lessee’s Works, including those listed in Appendix 4 to the Agreement, which entail:

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

the 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);

changes 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;

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

the need to address the structural and other characteristics of reliability and safety of the Building 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));

the need to adjust the Project Documentation or design documentation in relation to the Building;

extension of the deadline for completion of the Lessor’s Works, also due to ordering additional materials and/or equipment;

Change in limits for energy products or equipment capacity.

Pay the Access Fee pursuant to the conditions specified in the Agreement.

Prior to the start of the Lessee’s Works in the Premises as per the requirements of Clause 4.7.2 of the Agreement, the Lessee shall submit to the Lessor for review and coordinate with the Lessor the following:

the technical documentation regarding the planned works (drawings, diagrams, specifications, if applicable)

the work plan in case the Lessee’s Works may interfere with the Lessor’s Works hereunder

other documents related to the Lessee’s Works, taking into consideration the requirements of Clause 4.7.2 of the Agreement, which may need to be coordinated with the Lessor.

The Lessor shall within ten (10) business days agree upon the Lessee’s Works and may not refuse to agree upon such documentation and works without reason.

The Lessor as a professional in its field guarantees any assistance to the Lessee in preparation and improvement of the technical documentation and the plan of the Lessee’s Works which may interfere (take place at the same time and place) with the Lessor’s Works.

In case the Lessee or any third party engaged by the Lessee causes any damage/loss to the Lessor and/or property of the Lessor/Contractors and/or the Lessor’s or its Contractors’ employees as a result of conducting the Lessee’s works, compensate such damage/loss in full within ten (10) business days upon submission of the Lessor’s claim and the documents confirming the scope of the damage/loss caused;

Notify the Lessor of any defects in and damage to the Premises and/or the Building of which the Lessee became aware in the course of conducting the Lessee’s Works;

Not prevent the Lessor from exercising continuous control over performance of the Lessee’s Works without interfering with its activities.

For the avoidance of doubt, the Lessee’s access rights to the respective Building shall also include the right of 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, permissions to perform work issued by a self-regulatory organization, of which such (sub)contractors are members;

availability, during the entire period of access, of civil liability insurance contracts, or insurance of contractors’ liability under the Lessee’s policy provided for in Clause 9.2.1.2 of the Agreement.

The Parties understand and agree that starting from the Access Date the Lessor’s Works and the Lessee’s Works are performed by the Parties in the respective Premises in parallel. Starting from the Access Date, the Lessor retains the right to have round-the-clock access and perform all necessary construction and other works in the respective Building until the Certificate of Transfer for Use is signed in respect of the Premises.

If the Lessee’s Works are performed in violation of the terms of this Agreement or the applicable Laws, the Lessor may suspend the performance of such Lessee’s Works subject to the recording of such a violation in a Bilateral Statement in the manner prescribed by Clause 13.22 of the Agreement, but (except for the cases described in the last two paragraphs of this clause) without involving an expert.

if the Lessee has not coordinated the Lessee’s Works in accordance with Clause 4.7.2 with the Lessor and/or (if applicable) with the competent authorities / organizations and/or if the Lessee’s contractors do not have the permits/licenses required by the Laws for the relevant works or such permits/licenses have been cancelled;

if the Lessee’s Works carried out in violation of the requirements of the Laws:

create an immediate risk of fire in the Building/Buildings (and/or any other part of the Complex),

flooding, destruction of the Building/Buildings (and/or any other part of the Complex)

violations in the operation of the engineering systems or other equipment installed in the Building/Buildings (and/or any other part of the Complex);

may pose a threat to human life/health

administrative suspension of activities in the Building/Buildings (and/or any other part of the Complex);

in the absence / cancellation of insurance provided for in Clause 9.2 of this Agreement;

doing business (conducting operations) in the Premises in defiance of the prohibition set out in Clause 4.9 of this Agreement.

In the event of early termination of the Agreement, the improvements made by the Lessee in the Premises within the Lessee’s Works shall, upon consultation between the Parties, be retained in the Premises or removed by the Lessee at its expense, thus bringing the Premises to their initial state, if so required by the Lessor, taking into account the provisions of Clause 8.6 of the Agreement. The Lessor shall not reimburse to the Lessee 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 within the Lessee’s Works except for the cases provided for in the second paragraph of this Clause.

Starting from Access Date 1, the Lessee shall designate its authorized representative (hereinafter referred to as the “Lessee’s Responsible Person”) who has, inter alia, the right to transmit any messages and/or correspondence to the Lessor on behalf of the Lessee, to receive any messages and/or correspondence on behalf of the Lessee from the Lessor or the Management Company, and the right to sign, on behalf of the Lessee, any certificates, letters, protocols and other similar documents related to the Lessee’s access to the Premises, performance of the Lessee’s Works and/or Lessee’s activities in the Premises / performance of the Lessee’s Works.

Upon expiration of four (4) months from Access Date 1:

in case of no registered title of the Lessor to the Phase 1 Building provided that the Lessor has received a permit for Phase 1 Building commissioning, the Lessee shall sign the Certificate of Transfer for Use for the Premises.

in case of the Lessor’s registered title to the Phase 1 Building, parallel to signing Long-term Lease Agreement 1, the Parties shall sign the Acceptance Certificate for Premises 1.

Significant deficiencies must be eliminated by the Lessor within a period not exceeding four (4) months from the date determined in accordance with Clause 3.2.2 of the Agreement (unless another period is agreed by the Parties).

In case of a dispute between the Lessor and the Lessee, in the cases stipulated by the Agreement, at the request of either Party, an expert examination must be conducted by engaging an independent technical expert in the manner similar to that described in Clause 10.2.2 of the Long-term Lease Agreement.

The Lessor shall, within five (5) business days after registration of the title to the Building shall prepare five (5) copies of the Long-term Lease Agreement and the Acceptance Certificate, sign these copies and hand them over to the Lessee.

The Parties shall sign the Long-term Lease Agreement on the terms set forth in the Agreement within ten (10) business days from the date of registration of the Lessor’s title to the Building but within the timeframe established in Clause 13.21 of the Agreement.

The Parties may not include in the copies of the Long-term Lease Agreement any conditions not provided for in Appendix No. 3 to the Agreement, except the cases specified in Clause 5.5-5.6. of the Agreement, unless the Parties agree otherwise.

The Lessor shall specify in the Long-term Lease Agreement the floor area of the Premises in accordance with the data of technical / cadastral registration of the Premises, as well as the Leased Area of the Premises according to the BOMA Standard in Appendix No. 8 to the Long-term Lease Agreement.

In case of any gaps in Appendix No. 3 to the Agreement, the Lessor shall specify in the Long-term Lease Agreement the data for which the respective gaps have been left. The data specified shall be true as of the time of the time of preparation of the copies of Long-term Lease Agreement.

The Lessee shall, within five (5) business days upon receipt of the signed Long-term Lease Agreement from the Lessor, confirm in writing compliance of the text of the Long-term Lease Agreement with the terms and conditions of the Agreement or deliver to the Lessor a list of the identified incompliances of the text of Long-term Lease Agreement with the terms and conditions of the Agreement.

In case of receiving the list of incompliances specified in Clause 5.6. of the Agreement, the Lessor shall, within five (5) business days upon receipt of the above-mentioned list, repeatedly prepare five (5) copies of the Long-term Lease Agreement, taking into consideration the Lessee’s comments, sign them, and transfer them the Lessee.

In case of no inconsistencies regarding the received copies of the Long-term Lease Agreement specified in Clause 5.7 above, the Lessee shall, within five (5) business days upon their receipt, sign the received copies of the Long-term Lease Agreement and the Acceptance Certificate and return to the Lessor four copies of the Long-term Lease Agreement and the Acceptance Certificate. When signing the Long-term Agreement, the Lessee shall specify the date on which they are actually signed in them. The date of entering into the Long-term Lease Agreement shall not be later than the date of signing the Acceptance Certificate (for the Premises) by the Parties.

The Lessee may only refuse to sign Long-term Agreement 1 in accordance with Clause 5.5 of the Agreement in case of its incompliance with the requirements of Clause 5.5 or Clause 5.6. of the Agreement.

If on the date specified in Clause 3.2.4 of the Agreement, the Parties do not enter into Long-term Agreement 1 for the reasons beyond the Lessee’s control, the Lessee shall be entitled to:

Unilaterally set the new date for making Long-term Lease Agreement 1 in no less than one (1) month and no more than three (3) months of which it shall notify the Lessor in writing.

In case Long-term Lease Agreement 1 is not made on the new date set as per the provisions above, the Lessee shall be entitled to claim compensation of the Lessee’s actually incurred documented real damage resulting from untimely entering into the Long-term Agreement from the Lessor.

If the Parties fail to enter into Long-term Agreement 1 after eleven (11) months from the date specified in Clause 3.2.4 of the Agreement due to circumstances beyond the control of the Lessee, the Lessee may unilaterally and out of court refuse to execute the Agreement without reimbursement of any costs and/or damages to the Lessor.

RIGHTS AND OBLIGATIONS OF THE PARTIES

In accordance with the Agreement, the Lessee shall:

Make all payments in the amount and in the manner provided for by this Agreement.

Confirm the receipt from the Lessor of access and the possibility of using the Premises for the purpose of carrying out the Lessee’s Works by signing the Access Certificate in the form given in Appendix No. 2:1 to the Agreement.

Comply with technical, sanitary, construction, fire prevention and other requirements usually imposed on the use of non-residential warehouse-type premises as part of their operational responsibility.

Enter into the Long-term Lease Agreement with the Lessor in accordance with the terms and conditions of this Agreement.

Perform any other obligations stipulated by this Agreement.

The Lessee may:

Require the Lessor to perform all actions related to the execution of the Agreement.

At any time from Monday to Friday, visit the Premises before the Access Date, subject to the written notification of the Lessor at least one (1) business day prior to the planned visit, and draw up a list of shortcomings so that the Lessor has time to complete the Lessor’s Works before signing the Certificate of Transfer for Use, and during such visit, the Lessee shall comply with all the requirements and instructions of the Lessor and/or its Contractors regarding safety measures and other rules when being at the construction site.

Receive from the Lessor in a timely manner detailed information regarding the stage of fulfillment by the Lessor of the obligations under the Agreement (including registration of the Lessor’s title to the Land Plot).

Receive comments, clarifications, consultations from the Lessor on all issues related to the construction of ▇▇▇▇▇ ▇, ▇▇▇▇▇ 2 and Phase 3, connecting the Premises to public utilities and facilities, registration of the Lessor’s title to the Land Plot.

Personally or with the help of consultants / other external or internal experts, check (based on documents and facts) the process of the Lessor’s fulfillment of the obligations under the Agreement, the compliance of the Project and Detailed Documentation with the Terms of Reference, applicable rules and regulations, be present at the acceptance of phases and works (including hidden ones) without interference in the construction activities of the Lessor.

Require the Lessor to provide documents and information regarding the operation of facilities (including technical specifications, certificates of delineation of responsibility for the networks and engineering equipment, passports, warranty coupons and instructions for operating engineering equipment, utility line diagrams, etc.). The transfer of such documentation shall be carried out under a separate written acceptance certificate.

Exercise other rights provided for by the Agreement and applicable Laws.

In accordance with the Agreement, the Lessor shall:

Discharge the obligations for development and agreement upon the project documentation of the basic design and detailed design stages, submission to the Lessee of certain technical documents and parameters expressly specified in the Agreement as to be provided to the Lessee, construction and preparation of the Buildings and the Premises for lease in the scope, including without limitation, in accordance with Appendices 1:3 and 1:4 to this Agreement.

Starting from Access Date 1, if the Lessor or a third party engaged by the Lessor causes any damage to the Lessee and/or the Lessee’s employees as a result of the Lessor’s Works (provided that the Lessee and its contractors comply with the requirements for the procedure for performing the Lessee’s Works established by Article 3 of the Agreement and safety rules at the construction site), compensate such damage in full within ten (10) business days from the date on which the Lessee presents a claim and submits the documents confirming the amount of damage caused, and if the compensation for such damage is covered by the insurance policies of the Lessor / its contractors provided for in Article 9 of the Agreement, the compensation shall be made in the manner and within the time period defined by the respective insurance contracts.

Starting from the Date of signing the Certificate of Transfer for Use, or the Acceptance Certificate, whichever is earlier, ensure that the Premises have separate metering devices for electricity and cold water consumption.

Ensure performing any legal acts required to provide for utility resources and capacities for the Premises.

Consult the Lessee on all the issues arising in connection with the Lessor’s Works, provision for utility resources and capacities for the Premises, works in the Premises to be carried out by the Lessee, and any other technical issues related to the Project implementation.

Timely notify the Lessee of inability to discharge the obligations / a part of the obligations under the Agreement.

Within maximum five (5) business days after the receipt an electronic or a written request from the Lessee, provide the requested documents and data related to discharge of the Lessor’s obligations under the Agreement and affecting the procedure for the Lessee’s use of the Premises in accordance with the terms and conditions of the Agreement.

Perform any other obligations stipulated by this Agreement and the Laws of the Russian Federation.

The Lessor may:

Timely receive from the Lessee the Access Fee, the Use Fee and any other payments in accordance with the terms and conditions of the Agreement.

Receive from the Lessee explanations, comments and approvals (where applicable) regarding the Terms of Reference. The Lessee shall provide such explanations, comments and approvals to the Lessor within two (2) business days. In case no explanations, comments and approvals are provided upon request, the Lessee shall independently take a decision regarding further implementation of the Project without deviation from the Terms of Reference, the Project Documentation, and the applicable laws, and in this case, the Lessor shall not be liable in relation to failure to receive such explanation.

Demand observance of the Agreement conditions by the Lessee.

Exercise other rights provided for by the Agreement and applicable Laws.

Perform works on the territory of the Complex and the Land Plot related to the construction / reconstruction of Phase 2 and Phase 3, including fencing the construction site, transporting and placing construction machinery and equipment on the territory of the Land Plot, etc. The Lessee hereby acknowledges that it has been fully notified that such works have been performed and that they may cause certain inconvenience to or interference 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 this Agreement, and the Lessor may not make any claims to 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 Premises 1 for their Intended Purpose (depending on which type of use is carried out by the Lessor under this Agreement in the relevant period of time).

SECURITY FOR LESSEE’S OBLIGATIONS

The Lessee shall provide security to the Lessor to ensure fulfillment of its obligations under this Agreement in the form of a Bank Guarantee, on the conditions specified in Clause 7.2 and Clause 7.3 of the Agreement, pursuant to the form agreed with the Lessor.

The Lessee shall, within thirty (30) calendar days after the Agreement Date, obtain and present to the Lessor a Bank Guarantee for the amount equal to the sum of the Basic Lease Payment, Operating Expenses and Parking Fee for six months at the rates for the first year of the Lease Period, specified in Clause 2.22 of the Agreement, i.e. RUB one hundred twenty-eight million one hundred thirty-three thousand seven hundred twenty (128,133,720) including VAT.

Within thirty (30) calendar days from the Agreement Date, the Lessee shall supply the Lessor with the original copy of the Bank Guarantee agreed with the Lessor for the amount determined in accordance with the provisions of Clause 7.2 above subject to the following conditions:

The Bank Guarantee shall ensure fulfillment of the Lessee’s obligations to pay the Access Fee, User Fee, forfeits (penalties, fines), reimbursement of the Lessor’s expenses in case of violation by the Lessor of the obligations stipulated in Clause 8.6 of the Agreement, and shall cover other amounts of the Lessee’s debt to the Lessor arising out of the Agreement.

The Bank Guarantee shall be irrevocable, and the demand for payment under the Bank guarantee shall be met in full or in part, at the first request of the Lessor, given that the Lessor provides the following documents:

Agreement (a copy certified by the Lessor);

the Lessor’s claim stating that the Lessee has not performed the relevant obligation hereunder in seven (7) Business Days from the date when the Lessee received the respective written request to perform the obligation from the Lessor or such a request was delivered to the Lessee (as indicated in subclause 7.3.2.3 below); the Lessor’s claim shall also indicate the obligation(s), which was/were not performed;

a copy of the postal receipt (certified by the Lessor) on the delivery to the Lessee of the Lessor’s written claim

the original statement from the Lessor’s bank, confirming that the funds in the amount specified in the Lessor’s claim to the Guarantor Bank have not been credited to the Lessor’s account in seven (7) Business Days from the date when the Lessee received the respective written request to perform the obligation hereunder from the Lessor or such a request was delivered to the Lessee (as indicated in subclause 7.3.2.3 above).

The validity of the signatures on the Lessor’s claim to the Guarantor Bank shall be confirmed by one of the following documents:

the original or a notarized copy of the power of attorney authorizing the Lessor’s representative to sign the Lessor’s claim under the Bank Guarantee and/or certify copies of the documents attached to the Lessor’s claim (in the event that signing of the Lessor’s claim under the Bank Guarantee and/or certification of copies of the documents attached to the Lessor’s claim is not performed by the sole executive body of the Lessor);

documents duly certified by the Lessor and confirming the authority of the Lessor’s authorized representative, namely: a copy of the Lessor’s Articles of Association; a copy of the resolution/minutes on the election of the Lessor’s authorized representative (executive body);

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

The first Bank Guarantee shall be issued for at least twelve (12) months, subsequent Bank Guarantees may be issued for a period of up to twelve (12) months. Any Bank Guarantee that expires prior to the date of full performance by the Lessee of their obligations hereunder shall be renewed before expiry and any such renewed Bank Guarantee, the amount of which shall conform to the amount determined pursuant to the provisions of Clause 7.2 of the Agreement, shall be provided to the Lessor no later than fifteen (15) business days prior to the expiry date of the current Bank Guarantee.

In the event that:

If the banking license of the Guarantor Bank, which issued the Bank Guarantee was revoked in the manner prescribed by the applicable laws or if in respect of the Guarantor Bank a measure to prevent the bankruptcy of credit institutions provided for in Clauses 1), 2), 4) of Article 189.9 of Federal Law On Insolvency (Bankruptcy) of October 26, 2002 No. 127-FZ was applied, the Lessee undertakes to replenish the Bank Guarantee or pay

For the purpose of determining the amount of the Bank Guarantee, the amounts of the Basic Lease Payment, Operating Expenses and Parking Fees shall be determined including VAT.

If, in accordance with the terms and conditions of Clauses 7.3.4, 7.3.5 of the Agreement, the Lessee provided the Security Payment, but the Bank Guarantee or amendments thereto (as applicable) was not provided by the Lessee to the Lessor, the Security Payment shall be retained by the Lessor as a way to ensure the fulfillment of the Lessee’s obligations instead of the Bank Guarantee until the earliest of the following dates: 1) termination of this Agreement and the Long-term Lease Agreement, respectively, and is subject to return to the Lessee only at the end of the lease period in accordance with the terms of Appendix 7 to the Long-term Lease Agreement, or 2) provision by the Lessee of a new Bank Guarantee that complies with the terms and conditions of the Agreement / Long-Term Lease Agreement, in which case the Security Payment shall be returned to the Lessee within ten (10) business days.

TERMINATION. TERMINATION PROCEDURE. LIABILITY OF THE PARTIES

This Agreement ceases to be effective in the following cases:

the Parties have agreed upon early termination of the Agreement;

either Party unilaterally terminates the Agreement in the cases provided for herein.

In case of violation by the Lessor of the date for granting to the Lessee access to the Premises specified in Clause 4.1 of the Agreement or the date of commissioning the Phase 1 Building as specified in Clause 3.2.2, the Lessee shall be entitled to claim payment of penalty in the following amount:

one percent (1.0 %) of the monthly Basic Lease Payment for each day of delay, starting from the 11^th day of delay and until the 60^th day of delay inclusive or until the date of granting access / commissioning, whichever is earlier;

three percent (3.0 %) of the monthly Basic Lease Payment for each day of delay, starting from the 61^th day of delay and until the 180^th (one hundred and eightieth) day of delay in granting access / commissioning or until the date of termination / refusal of the Lessee to execute this Agreement, whichever is earlier. For the avoidance of doubt, after the 180^th day of delay in granting access to / commissioning of the Building, the penalties specified in this Clause shall not be charged and paid, and the Lessee hereby waives its rights to claim payment of the penalties provided for in this Clause after the 180^th day of delay.

if several of the following obligations are delayed simultaneously:

granting access on Access Date 1,

granting access on Access Date 2,

obtaining a permit for commissioning of the Phase 1 Building,

elimination of Major Defects,

The Lessee may unilaterally on an out-of-court basis terminate this Agreement by giving the Lessor a written notice at least ten (10) business days prior to the expected date of termination of the Agreement, in the following cases:

in case of delay in providing the Lessee with the Premises Access Dates specified in Clause 3.2.1 of the Agreement for more than four (4) months due to circumstances beyond the Lessee’s control, provided that as of the date of the relevant notice, the Lessor has not received an opinion on compliance (as defined in Clause 9 of Art. 51 of the RF Town Planning Code) in relation to the Building (however, if the opinion on compliance was received in relation to the Building before the date on which the Lessor received the notice of termination hereof on the basis specified in this paragraph, then the respective right of the Lessee to unilateral extrajudicial refusal to perform the Agreement shall be null and void);

in case of a delay in commissioning of the Building as specified in Clause 3.2.2, for more than four (4) months.

if due to the circumstances within the control of the Lessor the Premises have been caused direct damage and, therefore, more than twenty percent (20%) of the total area of the Premises (less the area of the Office Premises) become fully unsuitable for use in accordance with their Intended Purpose and the damage is not eliminated within three (3) months upon confirmation of such damage by the Parties;

if the Lessor has no title to the Premises for more than eleven (11) months, starting from the date of commissioning of the Phase 1 Building.

in other cases expressly provided for by the Agreement.

The Lessor may unilaterally on an out-of-court basis terminate this Agreement by giving the Lessee a written notice at least ten (10) business days prior to the expected date of termination of the Agreement, in the following cases:

in case of unjustified evasion of the Lessee from signing the Long-term Lease Agreement and/or the Acceptance Certificate, if such unjustified evasion of the Lessee lasts more than twenty (20) business days from the date when such documents must be signed in accordance with the terms of the Agreement;

if the Lessee fails to provide the Bank Guarantee / Security Payment (as appropriate) or does not replenish the amount of the Bank Guarantee / Security Payment in the manner provided for in Section 7 of the Agreement, if such violation of the Lessee lasts more than thirty (30) calendar days from the date on which the Lessee’s obligation must be performed;

In case of early termination of the Agreement on the grounds specified in Clauses 8.3 and 8.4, the Agreement shall be deemed terminated upon expiration of ten (10) business days from the date of receipt of the relevant notice concerning unilateral refusal to perform the Agreement by one Party from the other Party, provided that within the specified 10-day period the circumstance which serves as the basis for refusal to perform the Agreement was not eliminated.

If this Agreement is terminated or cancelled (regardless of the grounds for termination or cancellation) and the Long-term Lease Agreement is not signed, the Lessee shall vacate the Premises that are accessed by the Lessee / used by the Lessee and return them to the Lessor under the Premises Vacation Certificate to be signed by both Parties. The time period for return of the Premises and signing of the respective certificate is determined as follows:

If the Agreement is terminated before Access Date 1 — within ten (10) calendar days after receiving the Lessor’s notice (if applicable);

If the Agreement is terminated after any of the Access Dates and prior to obtaining commissioning permit for the Phase 1 Building — within four (4) months after receiving the Lessor’s notice. In the specified period, before the Premises have been vacated, the Operating Expenses and Access Fee shall be paid in full in any case, and the fee for the actual use of the Premises in an amount equal to the Basic Lease Payment for all Premises 1 for this period shall be payable only if the Agreement is terminated due to circumstances within control of the Lessee, and in other cases this amount shall not be charged and paid, provided that during the specified period the Lessee does not conduct operational activities in the Premises;

If the Agreement is terminated after obtaining commissioning permit for the Phase 1 Building — within six (6) months after receiving the Lessor’s notice. In the specified period, before the Premises have been vacated, the Operating Expenses and utility services for the whole 6 month period shall be paid in full in any case, and the fee for the actual use of the Premises in an amount equal to the Basic Lease Payment for all Premises 1 for two (2) months. The fee for the actual use of the Premises in an amount equal to the Basic Lease Payment for all Premises 1 for the remaining four (4) months shall be charged and paid only if the Agreement was terminated due to circumstances within control of the Lessee, and in other cases this amount shall not be charged and paid, provided that during the specified period the Lessee does not conduct operational activities in the Premises;

The Lessor will be entitled to recover a penalty from the Lessee in the following cases (in addition to the amounts of Access Fee / User Fee — as applicable):

If the Lessee conducts commercial activities in the Premises including their use for their Intended Purpose, before the date of signing by the Parties of the Certificate of Transfer for Use / Acceptance Certificate, provided that such violation is reflected in a Bilateral Statement in the manner prescribed by Clause 13.22 of the Agreement, but without involvement of an expert — in the amount of twenty-five percent (25%) of the daily amount of the Basic Lease Payment at the rates of the first year of the Lease Period, for each day of violation;

non-fulfillment or improper fulfillment of obligations to provide / recover the amount / renew / change / reissue (depending on what is applicable as of the relevant date) of the Bank Guarantee / Security Payment — in the amount of zero point one percent (0.1%) of the amount of the Bank Guarantee / Security Deposit for each day of delay in the performance of the obligation;

if violations in the Lessee’s Works identified by the Parties in the manner prescribed by Clause 13.22 of the Agreement, affected the deadlines of commissioning of Premises 1, registration of the Lessor’s title to the Phase 1 Building, as well as in the cases provided for in Clause 7.3.8 of the Agreement, and if such violation affected the deadlines of Commissioning of Premises 1, registration of the Lessee’s title to the Phase 1 Building — in the amount of one hundred percent (100%) of the daily amount of the Basic Lease Payment, Operating Expenses and Parking Fees at the rates of the first year of the Lease Period, for each day of postponement of the start date for calculating the Use Fee for the Premises in connection with the specified circumstances.

In case of violation of the timelines for payments provided for herein, the Lessor shall be entitled to claim payment of penalty in the amount of zero point one percent (0.1%) of the monthly Lease Payment for each day of the delay.

In case of unjustified evasion of the Lessee from signing the Long-term Lease Agreement or the Acceptance Certificate, starting from the eleventh (11th) business day of delay, the Lessee undertakes to pay the Lessor a penalty in the amount of the daily rate of the Basic Lease Payment, Operating Expenses and Parking Fees for each day of delay.

Any penalties provided for by this Agreement shall be paid by the guilty Party based on the other Party’s written request within ten (10) business days upon receipt of the claim.

The Parties may not unilaterally withdraw from this Agreement on an out-of-court basis, except for the reasons provided for by the Agreement.

With respect to everything else not stipulated by this Agreement, the Parties shall be liable for non-performance and/or improper performance of their obligations hereunder pursuant to the laws of the Russian Federation.

After termination of this Agreement for any reason the Parties will carry out reconciliation of payments. All the financial settlements shall be carried out by the Parties within thirty (30) calendar days upon the date of termination of this Agreement.

The Lessor shall not be entitled to retain any movable assets of the Lessee placed in the Premises under any circumstances, except presence of an enforceable court ruling and conditions of Clause 8.6 of the Agreement, to secure any payment obligations of the Lessee assumed by it under the Agreement and/or the Long-term Lease Agreement.

Notwithstanding the provisions of other clauses of this Agreement, the aggregate liability of any Party in connection with all violations under the Agreement (including liability in the form of reimbursement of any expenses, losses, damage, as well as payment of penalties, compensation or any other amounts), and in connection with the termination of the Agreement shall be limited to the amount of the actual damage but in any case not more than RUB three hundred million (300,000,000). In case of conflict of this Clause 8.15 with other provisions of the Lease Agreement, the provisions of this Clause 8.15 shall apply.

In case of violation of the timelines for submission of the AS (Architectural Solutions), MS (Metal Structures), RCS (Reinforced Concrete Structures) Sections of the Project Documentation for the Basic Design Stage according to Appendix 1:4 for ore than 15 (fifteen) days, charging the Basic Lease Payment (Clause 2.22.1 of the Agreement) shall be shifted in proportion to the number of the days of delay by the Lessor.

In case of early termination of the Agreement due to circumstances within the Lessee’s control, the Lessee will be obliged to pay at the request of the Lessor a penalty in the amount of RUB three hundred million (300,000,000) within ten (10) business days from the date of the respective request of the Lessor.

In case of early termination of the Agreement due to circumstances within the Lessee’s control, the Lessee shall pay at the request of the Lessor a penalty in the amount of RUB three hundred million (300,000,000) within ten (10) business days from the date of the respective request of the Lessor.

Before commissioning the Building, the Lessor undertakes to independently buy or cause buying a package insurance against construction and installation risks by the General Contractor:

Risk of liability to third parties for their injury, death or damage to their property as a result of construction and installation works (“Liability Insurance”) with the minimum liability limit of RUB five hundred million (500,000,000) for all and each insurance event. Liability insurance shall cover liability for any possible damage to the Lessee’s property for the period from signing the Access Certificate 1 until the date of receiving permit for facility commissioning by the Lessor. The Franchise shall not exceed RUB one million five hundred thousand (1,500,000) and shall only apply to property damage.

From the date of signing Access Certificate 1 the Lessee shall execute and maintain the following insurance contracts:

Package insurance of construction and assembly risks, including insurance of the following risks:

Risk of accidental loss of and/or damage to facilities under construction and installation (“Tangible Damage”) for the total contractual value of the works and the materials. The franchise shall not exceed RUB three million (3,000,000).

Risk of the Lessee’s and its contractors’ liability to third parties for their injury, death or damage to their property as a result of construction and installation works (“Liability Insurance”) with the minimum liability limit of RUB five hundred million (500,000,000) for all and each insurance event. Liability insurance shall cover liability for any possible damage to Phase 1 facilities and/or other property of the Lessor and/or its contractors. The Franchise shall not exceed RUB one million five hundred thousand (1,500,000) and shall only apply to property damage.

Within twenty (20) business days upon signing the Certificate of Transfer for Use or Acceptance Certificate for the Premises, whichever is earlier, the Lessee shall enter into and maintain in force the following insurance contracts:

Property insurance (equipment, stock, other property of the Lessee in the Premises) in the amount of the replacement cost of the property. Insurance shall be provided on the “all risks” basis. The franchise shall not exceed RUB three million (3,000,000).

Civil liability insurance with the liability limit of no less than RUB five hundred million (500,000,000) on all insurance events and each of them. Liability insurance shall cover liability for any possible damage to Phase 1 facilities and/or other property of the Lessor. The Franchise shall not exceed RUB one million five hundred thousand (1,500,000) and shall only apply to property damage.

Within twenty (20) business days after the Lessor’s receipt of the permit for the Building commissioning the Lessee shall enter into and maintain in force the following insurance contracts:

Property insurance (buildings, structures and engineering equipment), except for the result of work and property of the Lessee in the amount of the full replacement cost calculated by it. Insurance shall be provided on the “all risks” basis. The franchise shall not exceed RUB three million (3,000,000).

Civil liability insurance with the liability limit of no less than RUB five hundred million (500,000,000) on all insurance events and each of them. The Franchise shall not exceed RUB one million five hundred thousand (1,500,000) and shall only apply to property damage. The Lessor may provide insurance of its liability or ensure that the Management Company has insurance specified in this Clause 9.3.2 (if any).

All the insurance contracts specified in this Article 9 above shall be provided by an insurance company whose Expert RA rating is at least ruA+.

All the above-mentioned insurance contracts specified above shall contain provisions preventing the Lessor’s and or the Lessee’s insurance company to recover from the Lessor and/or the Lessee by way of subrogation or otherwise, any losses or compensation of damage on the insurance events provided for by such insurance contracts.

Property insurance on the “all risks” basis implies coverage of damage to property resulting from an external and accidental impact, including without limitation the following risks:

fire, lightning stroke, gas explosion;

natural calamities;

damage by water;

explosion;

theft with trespassing – events qualified by the law enforcement authorities according to clause b of Part 2 of Article 158 (theft with trespassing of premises or any other storage facilities);

robbery – events qualified by the law enforcement authorities according to paragraph d of Part 2 of Article 161 of the Criminal Code of the Russian Federation;

robbery with violence – events qualified by the law enforcement authorities according to Article 162 of the Criminal Code of the Russian Federation;

improper activities of third parties (improper activities under this certificate of insurance mean willful activities aimed at destruction of / damage to the insured property which may be classified under the Criminal Code of the Russian Federation as: intentional destruction of or damage to property (Article 167 of the Criminal Code of the Russian Federation), hooliganism (Article 213 of the Criminal Code of the Russian Federation), vandalism (Article 214 of the Criminal Code of the Russian Federation);

falling of piloted flying objects or parts thereof on the insured property;

running-down accidents.

FORCE MAJEURE

Each of the Parties shall be released from liability for full or partial non-discharge of its obligations under this Agreement in case such non-discharge has been caused by Force Majeure Events having occurred after making this 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.

A Party that refers to force majeure events shall immediately after occurrence of such events notify the other Party of them in writing.

In case the Force Majeure Events last for more than three (3) months or there are reasonable grounds to suppose that the Force Majeure Events will last for more than three (3) months and in case the Force Majeure Event is issuing a regulatory act of the Russian Federation making performance of this Agreement impossible, the Parties undertake to start negotiations and introduce into the Agreement the changes required for the Parties to continue discharge of the obligations under this Agreement in the way closest to the initial intentions of the Parties.

For the avoidance of doubt, in the event of termination / unilateral refusal to execute this Agreement / occurrence of grounds for such termination / refusal to perform / occurrence of any rights of claim of the Lessee against the Lessor under circumstances beyond the control of the Lessee, but at the same time being Force Majeure Events, the Lessee may demand from the Lessor to pay fines, penalties, reimbursement of expenses, losses or other liability due to the occurrence of such circumstances.

NOTICES

Any notices, approvals, consents, permits, and other messages related to this Agreement shall be in writing and shall be delivered by registered mail with acknowledgement of receipt or by courier to the address of the respective party specified in the Agreement or (except for the documents specified in Clause 11.2 below) sent from an authorized email address specified in Clause 11.4. (and this delivery method is agreed by the Parties as an alternative to written messages and giving rise to legal consequences) with confirmation of receipt.

Documents included in the Agreement and/or becoming an integral part of the Agreement, as well as documents that entail or are likely to entail financial obligations of the respective Party, or documents that entail the possibility / consequence of early termination hereof (including notifications / requirements for termination / unilateral refusal to execute the Agreement), as well as requirements for elimination of violations and claims, statements of claim and clarifications thereunder, may be sent only by registered mail, courier service or courier or by personal delivery to the addressee’s address.

Subject to mutual consent of the Parties, the Parties have the right to switch to the exchange of electronic documents using the electronic digital signature, including but not limited to any notifications, approvals, consents, permits or other messages in connection with this Agreement. The consent to switch from paper to electronic workflow is formalized by the Parties in the form of an additional agreement hereto.

The Parties’ mailing addresses:

Any messages shall be valid starting from the date of delivery to the respective mailing address. The respective message will be deemed to be received on the date of its actual delivery (actual handover) in accordance with the procedure set forth in this Clause. However, a notice received from a postal service stating that the Party was unavailable at the address specified by it for

CONFIDENTIALITY

Each of the Parties agrees not to use for any purposes not related to performance of this Agreement and not to disclose to third parties (except as provided for by Clause 12.2 of the Agreement) any terms and conditions hereof or any other documents related to then without a prior written consent of the other Party.

The limitations set in Clause 12.1 of the Agreement do not refer to disclosing any information:

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

upon request of any other competent authority/agency to the extent it is required according to the applicable Russian Laws;

professional advisers or auditors of the Party.

MISCELLANEOUS

This Agreement shall enter into force upon its signing by the Parties (taking into consideration certain conditions of the Agreement entering into force on any other date) and shall be valid until complete discharge of the Parties’ obligations under the Agreement.

Neither Party is entitled to transfer its rights and obligations under the Agreement (as a whole or in part) without the other Party’s prior written consent, except the cases provided for in this clause.

By signing this Agreement the Lessor gives its written consent that the Lessee may sublease the Premises or a part thereof (subject to a prior written notice to the Lessors ten (10) calendar days before the sublease) to the Lessee’s Affiliate (including the following entities: Internet Logistics LLC (OGRN 1076949002261, INN 6949003359) and Ozon Holding LLC (OGRN 5167746332364, INN 7743181857)) subject to the compliance of the sublease agreements with the conditions contained in Clause 11.3 of the Long-term Lease Agreement.

By signing this Agreement the Lessor gives its written consent that the Lessee may sublease the Office Premises with the total floor area of max. 750 sq. m to organize a canteen and the first-aid post for operations (subject to a prior written notice to the Lessors ten (10) calendar days before the sublease) to the companies, subject to submission of all the permits for the respective activities to the Lessor and subject to the compliance of the sublease agreements with the conditions contained in Clause 11.3 of the Long-term Lease Agreement.

In this Agreement the “Lessee’s Affiliate” means a legal entity in which more than 51% of interests/shares are owned by the Lessee / the Lessee’s founders/members.

Each of the Parties shall confirm and guarantee the other Party that:

it has received all the approvals and permits provided for by the foundation documents and the applicable Laws of the Russian Federation required for execution and due performance of this Agreement;

the persons having signed the Agreement for each of the Parties are duly authorized and act in the interest of each of the Parties and in accordance with the foundation documents and the applicable Laws.

The Parties confirm to each other that by the time of execution of this Agreement, the Long-term Lease Agreement for Phase 1 they will have received all the corporate approvals required for making the specified transactions in accordance with the applicable Laws and the internal corporate documents of each of the Parties.

The Lessor provides the Lessee with representations of circumstances (as provided by Article 431.2 of the Civil Code) given in Clauses 13.9 – 13.10 of the Agreement (“Lessor’s Representations”) and acknowledges that the Lessee entered into the Agreement with reliance on the Lessor’s Representations and their accuracy. The Parties have come to an agreement that the Lessor’s Representations set forth in Clause 13.9 and provision by the Lessor the Lessor’s accurate Representations set forth in Clause 13.9 shall be a material condition of the Agreement. Ensuring accuracy of the Lessor’s Representations as of the respective dates, on which they were given, and for the period of their validity is the Lessor’s responsibility.

The Lessor hereby represents that:

As of the date of signing the Acceptance Certificate, no restrictions and/or encumbrances have been imposed in relation to the Land Plot that prevent/prohibit the use of the Land Plot and the Premises for their Intended Purpose, including, without limitation, the fact that on such date the Land Plot is not sold to third parties (except for selling to the Lessor), is not in dispute (including on the matter of law) or under arrest (seizure), no recourse is taken against the Land Plot, the Land Plot has not been contributed to the authorized capital of a legal entity, placed in trust, transferred to a fund, contributed to a joint venture or a simple partnership, the Land Plot is not under prohibition of registration activities in the authority responsible for state registration of rights to real estate, the Land Plot is free from any encumbrances and restrictions preventing the use of the Premises for their Intended Purpose, regardless to indication of the encumbrances in the Unified State Register of Immovable Property (i.e. data which are not recorded in the Unified State Register of Immovable Property, but exist). The Parties specifically agreed that the presence of any encumbrances in relation to the Land Plot (or rights thereto) that do not prevent the Lessee from using the Land Plot and/or carrying out the Lessee’s Works (including mortgage, easement) shall not be deemed inaccuracy or violation of this representation. The Lessee is hereby notified in good faith by the Lessor of the following rights and encumbrances in relation to the Land Plot, which is not inaccuracy or violation of this representation:

The Land Plot and the Buildings (as a future immovable thing) are the subject of sale and purchase in accordance with sale and purchase agreement for future immovable property between PNK and the Lessor. The Lessor guarantees that it intends to fulfill its obligations under the said sales agreement in good faith;

The Land Plot and the Buildings may be encumbered with a pledge in favor of a credit institution or another person, which will not affect the rights and obligations of the Lessee under the Agreement;

The Land Plot will not be encumbered with any easements / other encumbrances in favor of third parties (including those unregistered in the Unified State Register of Immovable Property) that affect the Lessee’s activities in the Premises for their Intended Purpose, and/or the Lessee’s Works, and/or prevent the Lessee from performing the Lessee’s Works or use the Premises for their Intended Purpose;

As of the date of signing the Acceptance Certificate, the Lessor’s title to the Land Plot and the Premises will be acquired in full accordance with the applicable Laws.

As of the date of signing the Acceptance Certificate, the category of land and the type of permitted use of the Land Plot will correspond to the Purpose of the Phase 1 Building.

As of the date of signing the Acceptance Certificate, the Premises and/or any other ▇▇▇▇▇ ▇, ▇▇▇▇▇ 2 and Phase 3 facilities are not and will not be the result of unauthorized construction and/or reconstruction by the Lessor or any other persons.

As of the date of signing the Certificate of Transfer for Use for the Premises, the Premises shall be properly commissioned in accordance with the Laws of the Russian Federation and will meet all the mandatory requirements of the Laws for their construction, Intended Purpose (Clause 2.6 of Appendix No. 3 to the Agreement), and shall not be encumbered pursuant to other lease agreement.

The Lessor also guarantees that:

The Lessor an its Contractors observe and will observe all the requirements of the Laws regarding sanitary, fire, environmental, and construction safety;

The Lessor or its Contractors will have all the necessary permits, licenses and other necessary documents for the construction of the respective Phase.

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

if a Party’s approval or consent is required, they shall be only deemed valid if given in writing;

days means calendar days, except when business days are specifically mentioned in the Agreement;

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

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

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

references to “expenses” include any reasonable losses, damage and properly incurred expenses and costs confirmed by documents, but do not include loss of profit;

“circumstances within the Lessee’s control” for the purposes of this Agreement means, inter alia, any obligations of the Lessee under the Agreement, as well as the actions / inaction of the Lessee, its contractors, other counterparts and persons engaged by them, persons who stay in the Premises with the permission of the Lessee, including any actions / inaction as part of the Lessee’s Works;

failure by either Party to exercise any of the rights granted under this Agreement does not constitute a waiver of that right except for cases when otherwise expressly provided by the Agreement; however, if any violation/circumstance underlying emergence of the right (including, the right to unilaterally refuse to execute the Agreement, the right to request termination of the Agreement, right to claim payment of a penalty/compensation/other amount) under the Agreement or by virtue of the Laws has been eliminated/discontinued, and prior to elimination/discontinuation such right has not been used or has been waived, the Party that has such right 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;

losses shall be compensated only with regard to the actual damage, and neither of the Parties will have the right to demand compensation from the other Party for lost profits or other indirect losses and unforeseen expenses arising in connection with violation of this Agreement by such other Party or for any other reason related to this Agreement.

The Parties specifically agree that any losses/penalties, payment of which is stipulated in this Agreement, or other liability measures specified in this Agreement, and the rights granted to the Party under the Agreement or the applicable Laws (including the right to unilaterally repudiate the Agreement, right to demand termination of the 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 Agreement date; and/or (b) illegal actions/omissions of state authorities and/or (c) non-performance/improper performance/violation of obligations under this Agreement by the other Party or circumstances for which such other Party 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-

Unless otherwise expressly stated herein, each Party shall perform its obligations at its own expense.

If any provision of this Agreement is deemed by a court resolution or otherwise invalid, unlawful or unenforceable for any reason, it shall not affect the remaining provisions hereof. The Parties undertake to make the necessary amendments to the provisions hereof which are invalid, unlawful 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.

A material change in the circumstances from which the Parties proceeded at the conclusion of this 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 Agreement by either Party.

After signing the Agreement all the previous correspondence and agreements of the Parties shall become void.

The Parties acknowledge and confirm that the Agreement is a mixed agreement combining all the signs of a preliminary agreement, lease agreement for the future real estate and an option for making an agreement. Therefore, the relations between the Parties under the Agreement shall be regulated by the RF Laws applicable to the above-mentioned agreements, unless otherwise stipulated by the Agreement or results from the nature of the Parties’ relations.

From the time (date) of signing the Certificate of Transfer for Use for the Premises the Lessee may use the Premises in accordance with their intended purpose determined in Clause 2.4. of Appendix No. 3 hereto.

During the period of using the Premises as per Clause 13.17 above, the Parties’ relations shall be applied the conditions agreed by the Parties in the Long-term Lease Agreement being Appendix No. 3 hereto, i.e. Article 6 (Lessee’s Rights and Obligations), Article 7 (Lessor’s Rights and Obligations), Article 8 (Liability of the Parties), Article 9 (Insurance), Article 10 (Termination of the Agreement), Appendix 5 (Rules of the Complex), Appendix 3 (Certificate of Delineation of Operational Responsibility).

Use of Premises under the Agreement in accordance with their intended purpose pursuant to the conditions hereof shall terminate and this Agreement shall become null and void automatically upon signing the Long-term Lease Agreement and the Acceptance Certificate by the Parties.

For the use of Premises, from the date of signing the Certificate of Transfer for Use by the Parties, the Lessee shall be charged the Use Fee for the Premises equivalent to the full Lease Payment in accordance with the provisions of Appendix 3, i.e. Article 4 (Lease Payment and Fees). The fixed use fee shall be calculated in the amount of and in the same way as the Fixed Part of the Lease Payment and the variable use fee – in the amount of and in the same way as the Variable Part of the Lease Payment.

For the purposes of Clause 4 of Art. 429 of the Civil Code of the Russian Federation, the Parties undertake to enter into Long-term Lease Agreement 1 by September 1, 2028.

To the extent provided by the Agreement, the Party concerned shall immediately notify the other Party of an event/violation occurred (inter alia, by e-mail to any of the addresses specified in Article 15 of the Agreement or other addresses whereof one Party has notified the other Party), whereupon the Parties shall each time record the events/violations by a bilateral certificate (“Bilateral Certificate”) in the following procedure:

The Agreement is executed in two (2) copies both having equal legal force, one (1) copy for each Party.

The Agreement contains the following Appendices forming an integral part hereof. In case of any discrepancies between the Agreement provisions and the appendices hereto, the provisions hereof shall prevail.

APPLICABLE LAW AND DISPUTE RESOLUTION

The Agreement has been drawn up and is subject to interpretation and regulation in accordance with the applicable Laws of the Russian Federation.

In case of any dispute between the Parties in relation to this Agreement, upon request of one of the Parties, the authorized representatives of the Parties shall meet within five (5) Business Days from the date of the request in order to resolve the dispute without recourse to a court.

If any dispute is not resolved in accordance with Clause 14.2 of the Agreement within ten (10) business days upon the request (mandatory pre-judicial (complaint) procedure), any dispute arising out of this Agreement or related to it shall be resolved in the Arbitrazh (Commercial) Court of Moscow, unless otherwise agreed in the course of negotiation.

LEGAL ADDRESSES, BANK DETAILS AND SIGNATURES OF THE PARTIES

BaltStone Limited Liability Company, a legal entity established and existing under the laws of the Russian Federation registered with Interdistrict Inspectorate of the Federal Tax Service No. 15 for Saint-Petersburg, date of registration: October 5, 2012, OGRN 1127847532438, INN 7839469004, KPP 781001001, located at 196084, ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇, building 3, letter A, suite 197, represented by General Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, acting pursuant to the Charter (hereinafter referred to as the “Lessor”); and

Internet Solutions Limited Liability Company, a legal entity established and existing under the laws of the Russian Federation, registered with Interdistrict Inspectorate of the Federal Tax Service No. 46 for Moscow, date of registration: January 1, 2008                     , OGRN 1027739244741, INN 7704217370, KPP 770301001, located at 10, Premise I, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, represented by                     , acting pursuant to the Charter, (hereinafter referred to as the “Lessee”);

encumbrances on the Land Plot and Building/Checkpoint pursuant to a real estate pledge (mortgage) agreement made by the Lessor with a credit institution to secure discharge of the Lessor’s obligations under the credit agreement and a real estate pledge (mortgage) agreement made by the Lessor with the company [indicated if applicable on the date of the Agreement] for the purpose of funding the Buildings construction project.

Encumbrance of the Land Plot with easements in favor of third parties for the purposes of passage and laying and maintenance of engineering communications — within the boundaries of the easement zones on the basis of the following agreements: [please indicate the details of the agreement, the name of the owner/user].

Encumbrances of the Land Plot and the Building / Checkpoint with the rights for their purchase provided for in the sale and purchase agreement of future real estate property executed between the Lessor and                      [please indicate the name of the buyer].

SUBJECT MATTER OF THE LEASE AGREEMENT

In accordance with the Agreement, the Lessor shall lease out to the Lessee and the Lessee undertakes to take on lease the Premises, pay the Lease Payment and other payments in the amount and within the timelines specified in the Agreement and upon termination or expiration of the Agreement shall return the Premises to the Lessor in accordance with the Agreement conditions.

The numbers of the Premises and their area are specified in accordance with the technical plan of the Building and Checkpoint dd. [●] prepared by the Cadastral Engineer. The boundaries of the Premises are specified in the Premises Layout being an integral part of the Agreement (Appendix No. 1 to the Agreement).

For the avoidance of doubt, the Parties hereby confirm that, if specification of the Premises’ characteristics is required, such characteristics will be introduced into the Agreement by signing a Supplementary Agreement only for the purpose of state registration of the agreement, and will not mean inconsistence of the leased facility. The Parties hereby confirm that the leased facility is fully agreed by them in the Agreement.

Purpose of the Premises (Intended Purpose):

Warehouse Premises are intended for the storage of consumer goods (dry warehouse), namely food and non-food products (with the exception of alcoholic and alcohol-containing products, as well as with the exception of frozen products / products requiring a special temperature storage regime (temperature ▇▇▇▇▇▇▇▇)), and with the exception of other goods requiring special storage conditions, such as: pharmaceutical products (medicines, medical preparations, etc.), and other products), as well as warehouse logistics operations: loading and unloading activities for movement, placement and processing of goods in the Warehouse Premises.

The Office Premises are intended for placement of stationary work stations of the Lessee, provision for rest and hygiene of the Lessee’s employees and for the utility needs of the Lessee;

Mezzanine Premises are intended for the storage of consumer goods (dry warehouse), namely food and non-food products (with the exception of alcoholic and alcohol-containing products, as well as with the exception of frozen products / products requiring a special temperature storage regime (temperature ▇▇▇▇▇▇▇▇)), and with the exception of other goods requiring special storage conditions, such as: pharmaceutical products (medicines, medical preparations, etc.), and other products), as well as warehouse logistics operations: loading and unloading activities for movement, placement and processing of the specified goods in the Mezzanine Premises.

The Premises of the Hazardous Goods Area are intended for hazardous goods according to the interstate standard of GOST 19433-88 Dangerous Goods. Classification and Marking

Checkpoint Premises are intended for registration and accounting of vehicles entering the area of the Complex; for accounting of visitors entering the area of the Complex.

Simultaneously with the lease of the Premises to the Lessee, it shall also be granted with the right (fee-based) to use parking space of 262 parking slots in total, including 198 parking slots for passenger vehicles, 54 — for trucks, and 10 — for buses (hereinafter referred to as the “Parking Slots” / “Parking Slot”).

Allocated capacity: The parties agreed to the electric capacity of at least 1.0 MW in relation to Phase 1.

LEASE PERIOD

The Lease Agreement is made for a period of seven (7) years from the Starting Date of the Lease Period. The Starting Date of the Lease Period shall be the date of signing hereof by the Parties;

In case the Parties enter into Long-term Lease Agreement 2 as per the terms and conditions of the Phase 2 Option, the Lease Period under this Agreement shall be deemed extended until the end of the lease period under Long-term Lease Agreement 2 and for that purpose the Parties shall sign a supplementary agreement to the Agreement within ten (10) business days from the date of entering into Long-term Lease Agreement 2. The conditions of this paragraph regarding the obligation of the Parties to sign a supplementary agreement to the Agreement are the conditions of the preliminary agreement (Article 429 of the Civil Code of the Russian Federation), which stipulates the time period for signing the main agreement (namely, the supplementary agreement to Long-term Lease Agreement 1 on extension of the Lease Period) as ten (10) business days from the date of Long-term Lease Agreement 2, but no later than September 1, 2025.

The Lessee shall have a preemptive right under the Agreement to make the Premises lease agreement for a new period only subject to the following conditions: receipt by the Lessor of a written notice from the Lessee of its intention at least twelve (12) months until the end of the Lease Period.

If the Lessee provides such a notice, the Parties will conduct a bona-fide negotiation for agreement upon the conditions for a new lease period and making a new lease agreement, which shall be entered into (subject to the Parties’ agreement) at least nine (9) months before the end of the lease period under the Agreement.

Except for the case of entering into a lease agreement for a new period the Lessee may not use the Premises after the Lease Period has expired.

This Lease Agreement is subject to the state registration pursuant to the applicable laws of the Russian Federation in the manner prescribed by law.

Procedure for transfer and return of the Premises

Transfer of the Premises.

of the Premises.

Upon the end of the Lease Period or in the case of early termination of the Agreement the Lessee undertakes to vacate the Premises and transfer them to the Lessor within six (6) months from the date of termination of the Agreement and the Lessor undertakes to accept them under the Acceptance (Return) Certificate for the Premises. In the specified period, before the Premises have been vacated, the payments for the actual use equivalent to the Operating Expenses, the Variable Part of the Lease Payment for the whole 6 month period and the fee for the actual use of the Premises in an amount equal to the Basic Lease Payment for all Premises for two (2) months shall be paid in full in any case. The fee for the actual use of the Premises in an amount equal to the Basic Lease Payment for all Premises for the remaining four (4) months shall be charged and paid only if the Agreement was terminated due to circumstances within control of the Lessee, and in other cases this amount shall not be charged and paid, provided that during the specified period the Lessee does not conduct operational activities in the Premises.

The Lessee shall undertake to return the Premises in the same condition as it has received them, taking into consideration the normal wear, including transfer or, at the discretion of the Lessor, removal of all the restructuring and reconfigurations (reequipment) and other permanent improvements in the Premises.

The Parties specifically agreed on the need to disassemble the racks, the mezzanine and other Lessee’s Equipment installed in the Premises, and the method of restoring the floors of the Premises after such disassembly, the rack system installed in the Premises (including that installed under the Preliminary Lease Agreement) by cutting the anchor bolts, while all work must be performed by a specialized organization with experience in carrying out these works and, if necessary, all licenses and approvals.

These works shall be carried out by and at the expense of the Lessee until the date of return of the Premises and if, on the date of return, the respective works were not performed or were performed improperly / causing damage to the Premises / Complex, the Lessee shall, at the request of the Lessor, within ten (10) business days, reimburse the latter’s expenses for performance of the respective work / elimination of damage, and in case of violation of this obligation, the Lessor shall be entitled to compensate the respective amount of expenses from the amount of the Bank Guarantee or the Security Payment.

All the permanent improvements in the Premises provided by the Lessee shall become the Lessor’s property without compensation of their value or, at the request of the Lessor, shall be subject to removal by the Lessee from the Premises before the date of their return, unless otherwise agreed by the Parties.

For the avoidance of doubt, in the event of early termination of the Agreement both in court and out-of-court procedure for the reasons in control by the Lessor, the Lessor shall reimburse to the Lessee (as full compensation for the Lessee’s losses in connection with such violation and termination of the Agreement) liquidated damages in the amount equal to the documented cost of permanent improvements made by the Lessee in the Premises as part of the Lessee’s Works subject to the Lessor’s consent, taking into consideration their depreciation, and other documented expenses of the Lessee related to the termination of the agreement and the vacation of the Premises (except for those specified in Clause 3.6.2.1 to be dismantled upon termination of the Agreement — in relation to these improvements, the cost of their dismantling and removal is subject to reimbursement), in the manner prescribed by Clause 6.6 of the Agreement, while the amount of such reimbursement by agreement of the Parties in any case may not exceed the amount of the Fixed Part of the Lease Payment for 2 (two) years.

The Parties agree that at the time of return of the Premises the Lessor will not require elimination of the following possible damages to the Premises (hereinafter – the Damages):

stains, impurities, scratches, and abrasion marks on the walls, ceilings, and floor of the Premises from regular use of the Premises in accordance with the Intended Purpose in case the total surface area of the specified damages does not exceed ten percent (10%) of the total surface area of the walls, ceilings, and floor;

holes in the walls resulting from dismantling of equipment, furniture, and decoration elements whose diameter does not exceed 10 mm;

dustproof coating wear;

possible defects of the utility equipment resulting from its normal wear or upon expiration of the standard service life of such equipment.

When returning the Premises, the Lessee may leave any built-in closets, shelves and any other built-in furniture, reception desks, sensors, video cameras, and control panels of the Lessee’s security system installed in the Premises, cables of the access control system of the Premises, and partitions whose installation has been agreed by the Lessor. In case of dismantling of the built-in closets, shelves and other built-in furniture in the Premises, it shall be carried out with the minimum damage to the Premises (walls, ceiling, floor, and any other elements to which they have been fixed).

If any repair of the Premises to be returned is required due to incompliance of their condition with the natural wear definition or other requirements of this clause 3.6 and if such condition resulted from the Lessee’s action/omission, the Parties shall agree upon the Certificate of Premises Return with description of the defects and indication of presence/absence of damage, the scope of the damage, the ways and timelines of repair, replacement or monetary compensation of the damage.

In case of any dispute arising regarding presence of defects in the Premises to be returned outside of the natural wear limits due to the appearance of such defects, the Parties may engage an expert organization for examination. The procedure for engagement of an expert organization is determined by the Parties in Clause 10.2.2 of the Agreement.

If upon expiration of the Lease Period or in case the Agreement is prematurely terminated, the Lessee has not vacated the Premises in time (within the timelines specified in Clause 3.6.2.1 of the Agreement), the Lessee shall pay the Lessor the payment for all the date of the actual use of the Premises in the amount equivalent to the Lease Payment and a penalty, subject to a written claim by the Lessor, in the amount of zero point thirty-three percent (0.33%) of the monthly Fixed Part of the Lease Payment for each calendar day of delay in discharge of the obligations.

The Lessee shall pay to the penalty specified in this Clause within five (5) days upon receipt of the respective claim from the Lessor.

Acceptance by the Lessor of the amounts payable by the Lessee pursuant to this Clause and Clause 3.6.2.1 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 Agreement for the Lessee to remedy violations of this Clause, elimination of damage to the Premises or performance of work provided for in Clause 3.6.2.2 hereof and/or other delay in the return of the Premises by the Lessee shall not be considered as absence of the Lessor’s objections to the use of the Premises by the Lessee upon termination of the Agreement.

Within twenty (20) business days upon the ending date of the Lease Period or early termination of the Agreement, the Parties shall draw up and sign a bilateral reconciliation statement. This statement shall be prepared by the Lessor.

LEASE AND OTHER PAYMENTS

The Fixed Part of the Lease Payment consists of the following:

Basic Lease Payment;

Operating Expenses;

Parking Fee.

The Basic Lease Payment includes the following:

use and possession fee for the Premises;

use fee for the Land Plot for the purpose of access to the Building and the Premises, loading and unloading;

fee for placement of signs with the Lessee’s name in the entrance space of the Building.

Operating Expenses include the Lessee’s share in covering the Lessor’s expenses related to Operational Maintenance and the Lessor’s expenses for taxes, fees and other mandatory payments to be charged in relation to the Complex, as well as property and civil liability insurance in relation to the Complex, and namely:

cleaning outside of the Premises, cleaning on the territory of the Land Plot adjacent to the Building, removal of snow and ice on the territory of the Land Plot adjacent to the Building in winder, and from the Parking Slots provided to the Lessee, without the possibility of temporary placement of the snow being removed on the Parking Slots;

maintenance and repair of the Building, including the main utilities in accordance with the Certificate of Delineation of Operational Responsibility;

maintaining green plants on the Land Plot;

washing windows outside of the Building twice a year;

Complex management;

Complex guarding, video surveillance on the Complex perimeter and Complex access control;

operation, repair, replacement, cleaning, and maintenance of the fire alarm system, the automatic firefighting system, the firefighting equipment and auxiliary devices, and primary means of firefighting;

insurance of the Complex and the Lessor’s civil liability;

depreciation of equipment (including without limitation utilities, equipment in the ventilation premises, cleaning equipment, snow removal equipment);

land tax;

property tax in relation to the facilities of the Complex;

water tax, environmental impact fee;

maintenance of general telecommunications;

ensuring 24 h heating of the Building in the heating season and maintaining ventilation of the Building during the whole year in accordance with the requirements to heating and ventilation specified in the Project Documentation for the Building (this service does not include payment of the utility service paid by the Lessee as a part of the utility charges);

ensuring supply of electricity, water supply and water discharge (this service does not include payment of the utility services paid by the Lessee as a part of the utility charges);

providing the Complex and the leased Premises with the firefighting equipment, including a properly functioning firefighting system;

Variable Part of the Lease Payment includes compensation of the Lessor’s costs for the actual consumption by the Lessee of:

electrical energy (and electrical power);

thermal energy (heating, hot water supply);

water consumption for cold and hot water supply;

waste water collection (water discharge).

Amount of the Fixed Part of the Lease Payment calculated on the Agreement Date:

The Basic Lease Payment shall be calculated using the following rates (excluding VAT):

RUB four thousand six hundred ninety (4,690) per year per one (1) sq. m of the Leased Area of the Warehouse Premises, including technical premises, i.e. RUB [●] ([●]) for the Warehouse Premises per month, excluding VAT, as of the Agreement Date;

RUB seven thousand (7,000) per year per one (1) sq. m of the Leased Area of the Office Premises, i.e. RUB [●] ([●]) for the Office Premises per month, excluding VAT, as of the Agreement Date;

RUB two thousand nine hundred (2,900) per year per one (1) sq. m of the Leased Area of the Mezzanine, i.e. RUB [●] ([●]) for the Mezzanine Premises per month, excluding VAT, as of the Agreement Date;

RUB four thousand six hundred ninety (4,690) per year per one (1) sq. m of the Leased Area of the Hazardous Goods Area, i.e. RUB [●] ([●]) for the Premises of the Hazardous Goods Area per month, excluding VAT;

RUB seven thousand (7,000) per year per one (1) sq. m of the Leased Area of the Checkpoint, i.e. RUB [●]([●]) per month for the Checkpoint Buildings, excluding VAT.

Operating Expenses shall be calculated at the rate of RUB one thousand two hundred (1,200) per one (1) sq. m per year of the Leased Area of the Premises, excluding VAT, i.e. RUB [●] ([●]) for the Premises per month, excluding VAT, as of the Agreement Date;

The Parking Fee is calculated on the basis of the following rates:

RUB seven thousand five hundred (7,500) per month (excluding VAT) per one (1) parking slot for a truck, i.e. RUB [●] ([●]) per month (excluding VAT),

RUB two thousand five hundred (2,500) per month (excluding VAT) per one (1) parking slot for a passenger vehicle, i.e. RUB [●] ([●]) per month (excluding VAT),

The Parties agreed on the following conditions for changing the rates of the Fixed Part of the Lease Payment:

The Parties have agreed that the Basic Lease Payment specified in Clause 4.5.1 shall be subject to change from the moment of signing the Certificate of Acceptance for Premises 2 under Long-term Lease Agreement 2 or from the date of signing a supplementary agreement to extend the Lease Period hereunder up to ten (10) years (Clause 3.1 of the Agreement), whichever is earlier, and shall be determined on the basis of the following rates (exclusive of VAT), to which the terms of this Agreement on indexation are subsequently applied in the event that the respective event, which is the basis for changing the rates in accordance with this clause, occurred after the respective Indexation Dates:    

RUB three thousand six hundred fifty-four (3,654) per year per one (1) sq. m of the Leased Area of Warehouse Premises;

RUB seven thousand (7,000) per year per one (1) sq. m of the Leased Area of Office Premises;

RUB two thousand (2,000) per year per one (1) sq. m of the Leased Area of Mezzanine;

RUB three thousand six hundred fifty-four (3,654) per year per one (1) sq. m of the Hazardous Goods Area;

RUB seven thousand (7,000) per year per one (1) sq. m of the Leased Area of the Checkpoint.

On the earliest of the following dates:

On the earliest of the following dates:

Starting from the date of signing the Acceptance Certificate by the Parties, the Lessor shall charge and the Lessee shall pay the Lease Payment in full (Fixed Part of the Lease Payment, Variable Part of the Lease Payment).

The accounting period shall be 1 (one) calendar month (from 00:00 of the first day until 24:00 of the last day of the calendar month). In case the lease lasts for less than one calendar month, the Lease Payment value shall be calculated in proportion to the actual number of days of the lease.

The Fixed Part of the Lease Payment shall have been paid by the fifteenth (15th) day of the month following the reporting month. Lack of an issued invoice shall not be a reason for untimely transfer of money under the Agreement.

The Variable Part of the Lease Payment shall be paid monthly within ten (10) business days upon receipt by the Lessee of the following documents from the Lessor.

Invoice;

Certificate of services rendered and invoices for the respective reporting period;

Documents containing information on the name, the unit of measure, the cost per unit of measure, the cost by utility consumed by the Lessee, calculation of the scope of the utility services consumed in accordance with the readings of the metering devices or, if applicable, by calculation;

Documents confirming the actual tariffs on the Lessor’s costs for providing the Premises with utilities (copies of the supporting documents from utility providers),

Unless otherwise expressly specified in the Agreement, all the rates and amounts of the payments specified herein are given excluding VAT. If in accordance with the laws of the Russian Federation, the payment amounts are subject to VAT, the VAT amount (calculated at the then applicable rate) will be specified in the respective invoice of the Lessor and shall be paid by the Lessee according to the same procedure as the payment amounts.

In case the Lessee makes any payment under this Agreement, which is subject to VAT, the Lessee shall pay the respective VAT amount to the Lessor. In case the Lessee compensates the Lessor the costs incurred by the latter, it shall also compensate the Lessor the VAT amount related to such costs.

The Parties shall carry out reconciliation of payments on the quarterly by signing a Reconciliation Report for the previous quarter.

Indexation:

Upon the expiration of twelve (12) months from the date of signing the Certificate of Transfer for Use under the Preliminary Lease Agreement (or from the date on which it is deemed signed pursuant to the terms of the Preliminary Lease Agreement) and subsequently on each anniversary of the date of signing the Certificate of Transfer for

The Lessor shall send to the Lessee a written notice of a change in the amounts of the Basic Lease Payment, the Operating Expenses, the Parking Fee with indication of the new amount of the Basic Lease Payment, the Operating Expenses, and the Parking Fee and the date starting to which the Lessee shall pay the changed Basic Lease Payment, Operating Expenses, and Parking Fee with a reference to the indexation amount with attachment of a printout from the website of the Federal State Statistics Service of Russia (or another body / institution that collects and publishes statistical data on the RF CPI).

The Lessee shall make payments under the Agreement by transfer to the Lessor’s bank account specified in the Agreement, and the Lessor may change this bank account during the Lease Period. The Lessor shall notify the Lessee of the change in advance, but no later than ten (10) business days before the date of the next payment.

Any payment under the Lease Agreement shall be deemed to be made by one Party and actually received by the other Party from the moment the funds are credited to the correspondent account of the payee’s bank. The risks related to non-discharge of the payment obligations provided for by the Agreement resulting from activities of the banks with which the Parties have banking service contracts shall be borne by the Party whose bank has committed the actions resulting in violation of the Parties’ obligations.

The Lessee may demand from the Lessor in connection with the circumstances provided for in this Clause, full or partial (as indicated below) exemption from payment of the Basic Lease Payment, in the following cases (provided that the Lessee notifies the Lessor and reflects such events in a Bilateral Statement in accordance with Clause 10.2.2 of the Agreement within 8 hours from the moment of occurrence / detection by the Lessee of each respective incident):

the sorting machine;

any of the conveyor system elements, which has resulted in the stoppage of the conveyor;

the lift equipment in case two or more lifts in the Building have gone out of order simultaneously, reduction of the hourly Basic Lease Payment by 100% for each hour of the stoppage starting from the thirteenth hour of the stoppage and recording this event by the Lessee pursuant to paragraph one of this clause of the Agreement subject to respective notification of the Lessor, and until resumption of the operation of the critical units specified in this Clause.

in the event of a complete stoppage of the power supply in the Premises – a decrease in the hourly Basic Lease Payment by 100% for each hour of complete absence of power supply, starting from the second hour of its absence and recording thereof by the Lessee in the manner specified in paragraph one of this clause of the Agreement with the respective notification of the Lessor, and until the resumption of power supply in any way (including an alternative way of resuming the power supply, which shall be deemed due elimination of such circumstances).

in the event of a complete stoppage of the water supply/disposal in the Premises – a decrease in the hourly Basic Lease Payment by 30% for each hour of such absence of supply, starting from the twenty-fifth hour after the shutdown of the respective service and recording thereof by the Lessee in the manner specified in paragraph one of this clause of the Agreement with the respective notification of the Lessor, and until the resumption of the respective service (including an alternative way of resuming the supply, which shall be deemed due elimination of such circumstances);

in the event of a complete stoppage of air conditioning (in summer, from June to August) or heating of the Premises in winter (from October to March) – a decrease in the hourly Basic Lease Payment by 30% for each hour of such absence of supply, starting from the seventh hour after the shutdown of the respective service and recording thereof by the Lessee in the manner specified in paragraph one of this clause of the Agreement with the respective notification of the Lessor, and until the resumption of the respective service (including an alternative way of resuming the supply, which shall be deemed due elimination of such circumstances).

SECURITY FOR LESSEE’S OBLIGATIONS

The Lessee shall, within thirty (30) calendar days after the Agreement Date, present to the Lessor a Bank Guarantee for the amount equal to the sum of the Basic Lease Payment, Operating Expenses and Parking Fee for three full months, namely in the amount of RUB [●] ([●]) rubles, fully complying with the conditions of this Article 5 and Appendix No. 7 to the Agreement, and the text of such Bank Guarantee must be previously agreed in writing with the Lessor. The first Bank Guarantee shall be issued for at least twelve (12) months, subsequent Bank Guarantees may be issued for a period of up to twelve (12) months.

In this regard, the amount of the Bank Guarantee available to the Lessor shall, at any time during the term hereof, not be less than the sum of the following components: Basic Lease Payment, Operating Expenses. Parking Fee payable for three full months of the Lease Period for all Premises / all Parking Slots to be provided to the Lessee under this Agreement, taking into account their indexation in accordance with Clause 4.11 hereof, plus VAT for such amount (hereinafter also referred to as the “Total Guarantee Amount”). For compliance with this condition, the Lessee undertakes to ensure the following:

The Bank Guarantee shall ensure the fulfillment of the following obligations of the Lessee hereunder:

for all parts of the Lease Payment in accordance with this Agreement, for any forfeits (penalties, fines) in connection with the violation of obligations to pay the Lease Payment / Security Payment; for the amounts provided for in the last paragraph of Clause 3.6.2.1, 10.6 of the Agreement, for payment / replenishment of the Security Payment in the cases specified in Clause 5.2.3 of the Agreement; and

subject to the consent of the Lessee — for payment of fines, reimbursement of damage / expenses of the Lessor not listed in Article 5.2.1.1., in accordance with the Agreement.

The Bank Guarantee shall be irrevocable, and the demand for payment under the Bank guarantee shall be met in full or in part, at the first request of the Lessor, given that the Lessor provides the following documents:

Agreement (a copy certified by the Lessor);

the Lessor’s claim stating that the Lessee has not performed the relevant obligation hereunder in ten (10) Business Days from the date when the Lessee received the respective written request to perform the obligation from the Lessor or such a request was delivered to the Lessee (as indicated in subclause 5.2.2.3 below); the Lessor’s claim shall also indicate the relevant obligation(s).

a copy of the postal receipt (certified by the Lessor) on the delivery to the Lessee of the Lessor’s written claim for the performance of the relevant obligation OR a copy of the Lessor’s claim (certified by the Lessor) with an entry of service to the Lessee / Lessee’s return receipt;

the original statement from the Lessor’s bank, confirming that the funds in the amount specified in the Lessor’s claim to the Guarantor Bank have not been credited to the Lessor’s account in seven (7) business days from the date when the Lessee received the respective written request to perform the obligation hereunder from the Lessor or such a request was delivered to the Lessee (as indicated in subclause 5.2.2.3 above).    

The validity of the signatures on the Lessor’s claim to the Guarantor Bank shall be confirmed by one of the following documents:

the original or a notarized copy of the power of attorney authorizing the Lessor’s representative to sign the Lessor’s claim under the Bank Guarantee and/or certify copies of the documents attached to the Lessor’s claim (in the event that signing of the Lessor’s claim under the Bank Guarantee and/or certification of copies of the documents attached to the Lessor’s claim is not performed by the sole executive body of the Lessor); and

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

a banking sample signatures card or a copy of the banking sample signatures card certified by the bank and the Lessor’s seal sample from the Lessor’s servicing bank, certified by the Lessor’s bank

exclusively in relation to the requirements listed in Clause 5.2.1.2 — the written consent of the Lessee to withhold the respective amounts from the Bank Guarantee.

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

if the Lessee fails to provide/replenish the Bank Guarantee amount that fully meets the terms and conditions of the Agreement within the time limits specified in Clauses 5.1–5.2 above; and/or

if the banking license of the Guarantor Bank, which issued the Bank Guarantee in the manner prescribed by the applicable laws, was revoked or if any facts were identified in the activities of the Guarantor Bank provided for by Article 20 of the Federal Law “On Banks and banking activity” of December 2, 1990 No. 395-1 (after the official publication of such information), or if a measure to prevent the bankruptcy of credit institutions is applied to the Guarantor Bank pursuant to Clauses 1), 2), 4) Article 189.9 of Federal Law on Insolvency (Bankruptcy) dated October 26, 2002, No. 127-FZ.

if necessary, provide a Bank Guarantee in connection with entering into this Agreement,

affect the load-bearing structures of the Building;

affect appearance of the Building, including placement of façade signs;

affect the key utilities and firefighting systems of the Building;

affect the internal partitions of the Building;

result in hindered access to the Land Plot, its digging up, disturbance of coating, additional fencing, generation of embankments and changes in the purpose of the special areas on it (parking, garbage collection spaces, smoking spaces, etc.);

exceed the permissible loads on the ceilings/floors of the Building and/or the permissible loads / carrying capacity of the Utilities;

create permanent improvements;

contradict the project / as-built documentation for the Building;

the technical documentation regarding the planned works (drawings, diagrams, specifications, if applicable)

work plan,

other documents related to the Lessee’s Works, which may be required for approval by the Lessor

Comply with the requirements specified in Appendix No. 9 — Parties’ Obligations Related to Occupational Health and Fire, Environmental, and Industrial Safety.    

Comply with the requirements specified in Appendix No. 9 — Parties’ Obligations Related to Occupational Health and Fire, Environmental, and Industrial Safety.

INSURANCE

Within forty-five (45) business days after the Lessor’s receipt of the permit for the Building commissioning the Lessee shall enter into and maintain in force the following insurance contracts:

Property insurance (buildings, structures and engineering equipment), except for the result of work and property of the Lessee in the amount of the full replacement cost calculated by it. Insurance shall be provided on the “all risks” basis. The franchise shall not exceed RUB three million (3,000,000).

Civil liability insurance with the liability limit of no less than RUB five hundred million (500,000,000) on all insurance events and each of them. The Franchise shall not exceed RUB one million five hundred thousand (1,500,000) and shall only apply to property damage. The Lessor may provide insurance of its liability or ensure that the Management Company has insurance specified in this Clause 9.1.2 (if any).

Within five (5) business days from the date of the respective request of the Lessee, the Lessor shall provide copies of the respective insurance contracts, and the documents confirming payment of the insurance premium for the current period. Within ten (10) business days upon signing the Certificate of Transfer for Use or Acceptance Certificate for the Premises, whichever is earlier, by the Parties the Lessee shall enter into and maintain in force the following insurance contracts:

Property insurance (equipment, stock, other property of the Lessee in the Premises) in the amount of the replacement cost of the property. Insurance shall be provided on the “all risks” basis. The franchise shall not exceed RUB three million (3,000,000).

Civil liability insurance with the liability limit of no less than RUB five hundred million (500,000,000) on all insurance events and each of them. Liability insurance shall cover liability for any possible damage to ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ 3 facilities respectively and/or other property of the Lessor. The Franchise shall not exceed RUB one million five hundred thousand (1,500,000) and shall only apply to property damage.

All the insurance contracts specified in this Article 9 above shall be provided by an insurance company whose Expert RA rating is at least ruA+.

All the above-mentioned insurance contracts specified above shall contain provisions preventing the Lessor’s and or the Lessee’s insurance company to recover from the Lessor and/or the Lessee by way of subrogation or otherwise, any losses or compensation of damage on the insurance events provided for by such insurance contracts.

Property insurance on the “all risks” basis implies coverage of damage to property resulting from an external and accidental impact, including without limitation the following risks:

fire, lightning stroke, gas explosion;

natural calamities;

damage by water;

explosion;

theft with trespassing – events qualified by the law enforcement authorities according to clause b of Part 2 of Article 158 (theft with trespassing of premises or any other storage facilities);

robbery – events qualified by the law enforcement authorities according to paragraph d of Part 2 of Article 161 of the Criminal Code of the Russian Federation;

robbery with violence – events qualified by the law enforcement authorities according to Article 162 of the Criminal Code of the Russian Federation;

improper activities of third parties (improper activities under this certificate of insurance mean willful activities aimed at destruction of / damage to the insured property which may be classified under the Criminal Code of the Russian Federation as: intentional destruction of or damage to property (Article 167 of the Criminal Code of the Russian Federation), hooliganism (Article 213 of the Criminal Code of the Russian Federation), vandalism (Article 214 of the Criminal Code of the Russian Federation);

falling of piloted flying objects or parts thereof on the insured property;

running-down accidents.

Termination.

by agreement of the Parties;

in the order and by reasons prescribed by the Agreement or acting laws of the Russian Federation.

ASSIGNMENT. SUBLEASE. CHANGE OF LESSOR.

By signing the Agreement the Lessor gives its written consent that the Lessee may sublease the Premises or a part thereof (subject to a written notice to the Lessor ten (10) business days before the sublease) in case of a sublease to the Lessee’s Affiliate (including the following entities: Internet Logistics LLC (OGRN 1076949002261, INN 6949003359) and Ozon Holding LLC (OGRN 5167746332364, INN 7743181857)) provided that sublease agreements comply with the terms and conditions of Clause 11.3 below (in case of non-compliance with any of which the sublease shall not be considered agreed with the Lessor). In this Agreement the “Affiliate” means a legal entity in which more than fifty-one percent (51%) of interests/shares are owned by the Party / the Party’s founders/members.

The Lessor may assign its rights and obligations under the Agreement to third parties without a prior written consent by the Lessee but with a subsequent notification of the Lessee within 10 (ten) business days.

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

Notwithstanding the conclusion of any sublease agreement regarding the Premises / a part thereof in accordance with this Lease Agreement, the Lessee shall be responsible for the performance of all its obligations hereunder. The Lessee shall promptly remedy any breach of its obligations hereunder caused by actions/omissions of the sublessee.

In case of transfer of Lessor’s ownership to the Premises / a part thereof or in case of another transaction involving the 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 at a certain time under the provisions of Article 5 hereof, 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 hereunder, not later than within ten (10) business days from the date of transfer of ownership to the Premises / a part thereof or the date of another transaction involving the novation of the Lessor’s Party hereunder.

In the event of the transfer of the Lessor’s title to the Premises / part of the Premises or conclusion of any other transaction in which the Lessor’s Party under the Agreement shall be replaced, the Lessee hereby orders the transfer by the Lessor to the new lessor of all the following payments received by the Lessor from the Lessee, the amount of which is determined in proportion to the ratio of the respective transferred part of the Leased Area of the Premises to the total Leased Area of the Premises under this Agreement:

FORCE MAJEURE

Each of the Parties shall be released from liability for full or partial non-discharge of its obligations under the Agreement in case such non-discharge has been caused by Force Majeure Events having occurred after making this 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 Party not discharging its obligations as a result of Force Majeure Events shall notify the other Party in writing of occurrence and/or stop of the force majeure event within ten (10) business days upon the start and/or the end of the event with indication of the degree of its impact on due discharge of the obligations. When the above-mentioned events are over, the Party shall immediately notify the other Party of this in writing with indication of the period for discharge of its obligations under the Agreement.

A party that has not timely notified the other Party of any force majeure event with indication of its impact on due discharge of the obligation shall lose the right to refer to the force majeure event as a reason for releasing it from liability for violation of its obligations. A Party that refers to force majeure events shall provide an appropriate confirmation. However, the fact of occurrence of the Events, such as natural calamities and their respective consequences, may be confirmed by ways which do not need any special evidence, including by presence of generally known facts and publications in the media.

In case the Force Majeure Events last for more than three (3) months or there are reasonable grounds to suppose that the Force Majeure Events will last for more than three (3) months and in case the Force Majeure Event is issuing a regulatory act of the Russian Federation making performance of the Agreement impossible, the Parties undertake to start negotiations and amend the Agreement in such a way that the Parties could continue performance of their obligations hereunder and in the way closest to the initial intentions of the Parties.

NOTICES

Any notices, approvals, consents, permits, and other messages related to this Lease Agreement shall be in writing and shall be delivered by registered mail with acknowledgement of receipt or by courier to the address of the respective party specified in this Clause.

The Parties’ mailing addresses:

The Parties shall notify each other of any changes in the banking or mailing details within five (5) business days upon changing them. Any actions performed by the Parties using the old addresses and details before receiving an appropriate notice of a change in them, shall be deemed duly performed.

Any messages shall be valid starting from the date of delivery to the respective mailing address.

LESSOR’S GUARANTEES

The Lessor provides the Lessee with representations of circumstances (as provided by Article 431.2 of the Civil Code) given in Clauses 14.2–14.3 of the Agreement (“Lessor’s Representations”) and acknowledges that the Lessee entered into the Agreement with reliance on the Lessor’s Representations and their accuracy. The Parties have come to an agreement that the Lessor’s Representations set forth in Clause 14.2 and provision by the Lessor the Lessor’s accurate Representations set forth in Clause 14.2 shall be a material condition of the Agreement.    Ensuring accuracy of the Lessor’s Representations as of the respective dates, on which they were given, and for the period of their validity is the Lessor’s responsibility:

The Lessor hereby represents that:

As of the date of signing the Acceptance Certificate, no restrictions and/or encumbrances have been imposed in relation to the Land Plot that prevent/prohibit the use of the Land Plot and the Premises for their Intended Purpose, including, without limitation, the fact that on such date the Land Plot is not sold, is not in dispute (including on the matter of law) or under arrest (seizure), no recourse is taken against the Land Plot, the Land Plot has not been contributed to the authorized capital of a legal entity, placed in trust, transferred to a fund, contributed to a joint venture or a simple partnership, the Land Plot is not under prohibition of registration activities in the authority responsible for state registration of rights to real estate, the Land Plot is free from any encumbrances and restrictions preventing the use of the Premises for their Intended Purpose, regardless to indication of the encumbrances in the Unified State Register of Immovable Property (i.e. data which are not recorded in the Unified State Register of Immovable Property, but exist). The Parties specifically agreed that the presence of any encumbrances in relation to the Land Plot (or rights thereto) that do not prevent the Lessee from using the Land Plot and/or carrying out the Lessee’s Works (including mortgage, easement) shall not be deemed inaccuracy or violation of this representation. The Lessee is hereby notified in good faith by the Lessor of the following rights and encumbrances in relation to the Land Plot, which is not inaccuracy or violation of this representation:

As of the date of signing the Acceptance Certificate, the Lessor’s title to the Land Plot and the Premises has been acquired in full accordance with the applicable Laws.

As of the date of signing the Acceptance Certificate, the category of land and the type of permitted use of the Land ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇ Building.

As of the date of signing the Acceptance Certificate, the Premises are not and will not be the result of unauthorized construction and/or reconstruction by the Lessor or any persons engaged by the Lessor.

As of the date of signing the Certificate of Transfer for Use for the Premises, the Premises were properly commissioned in accordance with the Laws of the Russian Federation and meet all the mandatory requirements of the Laws for their construction, Intended Purpose (Clause 2.4), and will not be encumbered pursuant to other lease agreement.

The Lessor also guarantees that:

The Lessor shall observe all the requirements of the Laws regarding sanitary, fire, environmental, and construction safety;

The Lessor or its Contractors will have all the necessary permits, licenses and other necessary documents for the construction of the respective Phase.

The Parties specifically agreed that in the event of inaccuracy / violation of the representations listed in this Clause 14.3 of the Agreement, the Lessee may demand from the Lessor only reimbursement of expenses (as defined in Clause 14.2 of the Agreement), but may not demand termination of this Agreement or refuse from the execution of the Agreement, both in court and in an out-of-court procedure.

REGISTRATION OF THE LONG-TERM LEASE AGREEMENT

Within five (5) business days upon signing this Agreement, the Lessee will provide the Lessor with the documents for state registration of the Agreement.

The Lessor shall, using its own efforts and at its cost, carry out the required actions for state registration of the Agreement (including without limitation technical record-keeping of the Premises).

The Lessor shall notify the Lessee of the date of filing the documents for state registration and the date of state registration within three (3) business day upon occurrence of the respective events.

The Lessor shall return to the Lessee its copy of the Agreement with a stamp of state registration within ten (10) business days upon state registration.

The Lessor shall pay, as an applicant, the state duty for state registration of the Agreement in the Unified State Register of Immovable Property. The Lessee shall compensate the Lessor fifty percent (50%) of the amount of the state duty within three (3) business days upon the date of receiving the respective invoice from the Lessor and a copy of the payment order for payment of the state duty.

Upon expiry of the Lease Period and in case of early termination hereof, the Lessee shall provide the Lessor with the documents and information necessary for the respective registration by the competent public authority.

State registration of any amendments to the Agreement shall be provided in the same order as the one of the Agreement.

CONFIDENTIALITY

Each of the Parties agrees not to use for any purposes not related to performance of the Agreement and not to disclose to third parties (except as provided for by Clause 16.2 of the Agreement) any terms and conditions hereof or any other documents related to then without a prior written consent of the other Party.

The limitations set in Clause 16.1 of the Agreement do not refer to disclosing any information:

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

upon request of any other competent authority/agency to the extent it is required according to the applicable Russian laws;

to professional consultants or auditors of the Party; or

(only in case of the Lessor) when it is necessary to confirm the Lessor’s ownership and/or encumbrances and/or other rights in relation to any part of the Warehouse Building and/or Premises or other buildings on the Land Plot (to buyers, creditors, competent authorities, or other persons).

MISCELLANEOUS

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

any obligation of the Lessee and the Lessor not to commit any action includes an obligation not to allow commission of such an action;

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

references to the Lessee’s actions or violation of obligations by the Lessee include actions or omissions, or violation of obligations, or unfair performance of obligations by the sublessee or any person located in the Premises with the permission of the Lessee or the sublessee;

references to the Lessor’s actions or violation of the Lessor’s obligations include actions or omissions, or violation of obligations, or unfair performance of obligations by any person staying in the Premises with the permission of the Lessor;

days shall mean calendar days;

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

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

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

references to “expenses” include any losses, damage and properly incurred expenses and costs, but do not include loss of profit;

any Lessor’s right of access or entry to the Premises shall apply to all persons authorized by the Lessor;

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

failure by the Party to exercise any right granted hereunder shall not constitute the waiver of this right except when otherwise expressly provided by the Agreement;

The Parties specifically agree that any losses/penalties, payment of which is stipulated in this Agreement, or other liability measures specified in this Agreement, and the rights granted to the Party under the Agreement or the applicable Laws (including the right to unilaterally repudiate the Agreement, right to demand termination of the 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 Agreement date; and/or (b) illegal actions/omissions of state authorities and/or (c) non-performance/improper performance/violation of obligations under this Agreement by the claiming Party or circumstances for which such Party is liable.

Unless otherwise expressly stated herein, each Party shall perform its obligations at its own expense.

If any provision of the Agreement is deemed by a court resolution or otherwise invalid, unlawful or unenforceable for any reason, it shall not affect the remaining provisions of the Agreement. The Parties undertake to make the necessary amendments to the provisions hereof which are invalid, unlawful 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.

A material change in the circumstances from which the Parties proceeded when entered into the 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 Agreement by either Party.

After signing the Agreement all the previous correspondence and agreements of the Parties shall become void. The Agreement is executed in five (5) original copies: one (1) for each of the Parties and one (1) for the Department of the Federal Service for State Registration, Cadastral Records and Cartography for Leningrad Region (hereinafter – “Registration Authority”).

The Agreement has been drawn up and is subject to interpretation and regulation in accordance with the applicable Russian laws. The Parties acknowledge and confirm that the Agreement is a mixed agreement combining all the signs of a lease agreement and an option for making an agreement.

The Agreement contains the following Appendices forming an integral part hereof:

APPLICABLE LAW AND DISPUTE RESOLUTION

The Agreement shall be regulated by the Laws of the Russian Federation.

In case of any dispute between the Parties in relation to the Agreement, upon request of one of the Parties, the authorized representatives of the Parties shall meet within five (5) business days from the date of the request in order to resolve the dispute without recourse to a court.

If any dispute is not resolved in accordance with Clause 18.2 of the Agreement within fifteen (15) business days upon the request, any dispute arising out of the Agreement or related to it shall be resolved in the Arbitrazh (Commercial) Court of Moscow, unless otherwise agreed in the course of negotiation.

LEGAL ADDRESSES, BANK DETAILS AND SIGNATURES OF THE PARTIES

  [●]

  OGRN [●], INN [●]

  Address:

  [●]

  Bank details:

  settl. acc. [●]

  at [●]

  c/a [●]

  BIK [●]

  [●]

                                                                      /[●]

Amend Clause 2.3 of the Agreement to read as follows:

Amend Clause 2.12 of the Agreement to read as follows:

Amend Clause 7.2 of the Agreement to read as follows:

The remaining provisions of the Agreement shall remain unchanged.

This Supplementary Agreement shall come into force on the date of its signing by authorized representatives of the Parties.

This Supplementary Agreement is executed in two equally valid copies for the both Parties and shall form an integral part of the Agreement.

Amend Clause 3.2.1 of the Agreement to read as follows:

Amend Clause 4.1.1 of the Agreement to read as follows:

/seal: Internet Solutions Limited Liability Company

▇▇▇.▇▇. 103588 Moscow/

/seal: Internet Solutions Limited Liability Company

▇▇▇.▇▇. 103588 Moscow/