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THIS AGREEMENT for lease of premises located in the building at: ___________  (the "Agreement") is signed on _________ between:

_____________, incorporated under the laws of the Russian Federation, with its registered office at: _____________ (the "Landlord"), represented by _______, acting by virtue of ______; and


________, incorporated under the laws of the Russian Federation, with its registered office at: ________ (the "Tenant"), represented by ________, acting by virtue of _________.


Each of the Landlord and the Tenant being a "Party", together the "Parties".

The Parties have agreed as follows:

ARTICLE 1 . DEFINITIONS AND INTERPRETATION

1.1. The terms capitalized in this Agreement shall have the meaning ascribed to them in the list of definitions below:

1.1.1. "Advance Payment" shall have the meaning set out in the Preliminary Lease Agreement.

1.1.2. "Access Act" shall have the meaning set out in the Preliminary Lease Agreement.

1.1.3. "Act of Transfer and Acceptance" shall mean the document confirming the transfer of the Premises to the Tenant and signed by the Parties in the form of Schedule 7.

1.1.4. "Tenant" shall have the meaning set out in the preamble to this Agreement.

1.1.5. "Building Tenants" shall mean legal entities and individuals to which commercial areas or temporary constructions are leased or transferred for other use for the purpose of conduct of retail activity, provision of services or placement of advertisement in the Building under agreements entered into with the Landlord for lease or other use of the Building, the premises or other parts thereof.

1.1.6. "Rent" shall have the meaning set out in Clause 3.1.

1.1.7. "Landlord" shall have the meaning set out in the preamble to this Agreement.

1.1.8. "Leased Area" shall mean the area of the Premises resulting from the measurement of the Premises in accordance with the Preliminary Lease Agreement pursuant to the Measurement Standard and specified in Clause 2 of Schedule 1.

1.1.9. "Base Rent" shall mean the amount in US dollars resulting from multiplying the Base Rent Rate by the Leased Area.

1.1.10. "Adjustment Date" shall have the meaning set out in Clause 7 c. of Schedule 1.

1.1.11. "Adjustment Date 2012" shall have the meaning set out in Clause 7 a. of Schedule 1.


1.1.12. "Adjustment Date 2013" shall have the meaning set out in Clause 7 b. of Schedule 1.

1.1.13. "Commencement Date" shall mean the Agreement Registration Date.

1.1.14. "Lease Term Expiration Date" shall mean the date specified in Clause 14 of Schedule 1.

1.1.15. "Payment Date" shall mean the 25th (twenty fifth) day of the calendar month preceding the month for which any payment is made under this Agreement, and if such day is a non-business day, the Payment Date shall be the Business Day immediately preceding such day.

1.1.16. "Signing Date" shall mean the signing date of this Agreement.

1.1.17. "Agreement Registration Date" shall mean the date of state registration of this Agreement.

1.1.18. "Ownership Registration Date" shall mean the date of state registration of the ownership right to the Building or to such part thereof in which the Premises are located.

1.1.19. "Agreement" or "Long-Term Lease Agreement" shall mean this Agreement.

1.1.20. "Short-Term Lease Agreement" shall mean Agreement for Lease of Premises No. _____ dated ______ entered into between the Landlord and the Tenant.

1.1.21. "Insurance Agreements" shall have the meaning set out in Clause 14.1.

1.1.22. "Building" or "Commercial Centre" shall mean the building with the total area of ____ square meters, cadastral number _____, located on the Land Plot at: ________________.

1.1.23. "Land Plot" shall mean the land plot with the total area of ________, with cadastral number __________, located at: __________, whose cadastral extract / cadastral passport copy is contained in Schedule 2.

1.1.24. "Engineering Systems" shall mean the engineering systems, networks and communication lines installed or to be installed in the Building, including but not limited to the cold water supply systems, drainage (sewage) systems, electricity supply systems, internal heating systems, including water air curtains in loading/unloading docks, hot water supply systems, lighting systems, ventilation systems (including supply-and-exhaust systems) and air conditioning systems, dispatching systems, lifts and lifting equipment systems, dock equipment systems, fire alarm and safety systems, including fire extinguishing systems, fire alert systems, security alarm and safety systems, including video surveillance systems.

1.1.25. "Utilities" shall mean the utilities which shall be provided by the Landlord to the Tenant in the Premises, in the combination and volume determined in accordance with Schedule 5.

1.1.26. "LIBOR" shall mean the interest rate, expressed as a percent per annum, for credits in US dollars at the London interbank market (London Interbank Offered Rate) for a term of 12 months, effective on the 1st of December of the year immediately preceding the Adjustment Date (and if the 1st December is not a Business Day, then the Business Day immediately following it), based on the data published at the site http://www.liborated.com/current_libor_rates.asp or, if this site is replaced or becomes inaccessible, at other site or resource specified by the Landlord.





1.1.27. "Common Areas" shall mean the malls, entrance halls, stair landings, passenger lifts, public toilets and other parts of the Building which are not leased (or transferred for other use) and do not belong to the Service Areas or the Technical Areas, and are provided for common use by the tenants, users and visitors of the Building.

1.1.28. "Designated Use" shall mean the permitted use of the Premises set out in Schedule 4.

1.1.29. "Initial Base Rent Rate" shall mean the amount specified in Clause 4 a. of Schedule 1.

1.1.30. "Initial Marketing Fee Rate" shall mean the amount specified in Clause 6 of Schedule 1.

1.1.31. "Initial Service Fee Rate" shall mean the amount specified in Clause 5 of Schedule 1.

1.1.32. "VAT" shall mean the value added tax established by the legislation of the Russian Federation.

1.1.33. "Necessary Approvals" shall mean all permits and approvals of the Authorities, provided for by the legislation of the Russian Federation, necessary for the entry into and performance of this Agreement.

1.1.34. "Security Deposit" shall mean the amount specified in Clause 9 of Schedule 1.

1.1.35. "Exchange Coefficient" shall have the meaning set out in Clause 11 of Schedule 1.

1.1.36. "Tenant’s Turnover" shall mean a sum of the gross retail (with the use of cash-registers) monthly turnover of the Tenant, including a turnover of all its subtenants in the Premises (net of the VAT and funds paid for return by customers of the goods sold in these Premises through a cash register of the Tenant).

1.1.37. "Equipment" shall mean the equipment and machinery installed in the Building for the purpose of the operation and management thereof, including lifts, electrical equipment and distribution panels, as well as the equipment for ventilation, heating, cooling, fire alarm, fire extinguishment, communication and security, furthermore, such equipment and machinery may be provided for common use by all the Building Tenants or for exclusive use by a particular Building Tenant.

1.1.38. "Force-Majeure Circumstances" shall mean fires, floods, storms, earthquakes, hurricanes, tornados, drought, other natural disasters, hostilities, terrorist acts, explosions, bombings, revolutions, riots, political changes (including expropriation or nationalization), civil unrest, strikes, lock-outs, and/or other extraordinary and unavoidable circumstances, provided that the lack of funds or the impossibility to transfer such funds shall not be considered as the Force-Majeure Circumstances.

1.1.39. "Total Rentable Area of Building" shall mean the leasable area of the Building, measured by the Landlord in accordance with the Measurement Standard, excluding the underground parking areas located in the Building, the Service Areas, the Technical Areas and the Common Areas.


1.1.40. "Common Business Hours" shall mean the hours when the Commercial Centre is open for customers and other visitors in accordance with the Internal Regulations of Commercial Centre.

1.1.41. "Authority" shall mean the state authority of the Russian Federation, the state authority of a constituent entity of the Russian Federation, authorities of municipal entities, other organizations possessing the right to take decisions obligatory for the general public, as well as the officers of the specified authorities (organizations).

1.1.42. "Official Exchange Rate" shall mean:

1.1.42.1. the official exchange rate of US dollar against Ruble set by the Central Bank of the Russian Federation on the Payment Date or other applicable date in accordance with this Agreement, in case such official exchange rate is equal to or more than 24 (twenty four) Rubles for 1 (one) US dollar; or

1.1.42.2. 24 (twenty four) Rubles for 1 (one) US dollar in case the official exchange rate of US dollar against Ruble set by the Central Bank of the Russian Federation on the relevant date is less than 24 (twenty four) Rubles for 1 (one) US dollar.

1.1.43. "First Lease Period" shall mean the period starting on the Commencement Date and terminating on the date immediately preceding the Adjustment Date which follows the Commencement Date.

1.1.44. "Lease Period" shall mean:

1.1.44.1. the First Lease Period;

1.1.44.2. any period within the Lease Term starting on the Adjustment Date and terminating on the date immediately preceding the following Adjustment Date.

1.1.45. "PIB" shall mean a design and inventory bureau or other organization duly authorized to perform the functions of design and technical inventory of real estate objects.

1.1.46. "Utilities Fee" shall mean the amount equal to the cost (exclusive of the VAT) of the Utilities consumed by the Tenant in the Premises.

1.1.47. "Marketing Fee" shall mean the amount resulting from multiplying the Marketing Fee Rate by the Leased Area.

1.1.48. "Service Fee" shall mean the amount resulting from multiplying the Service Fee Rate by the Leased Area.

1.1.49. "Turnover Fee" shall have the meaning set out in Clause 3.4.1.

1.1.50. "Tenant’s Contractor" shall mean a legal entity or an individual engaged by the Tenant for performance of the Tenant’s Works.

1.1.51. "Adjustment Index" shall mean the percentage specified in Clause 12 of Schedule 1.


1.1.52. "Premises" shall mean the non-residential premises described in Clause 1 of Schedule 1 and graphically indicated on the Plan of Premises in Schedule 3.

1.1.53. "Internal Regulations of Commercial Centre" shall mean the regulations obligatory for all the Buliding Tenants, approved by the Landlord and/or the Management Company, including amendments and addenda introduced from time to time into such regulations by the Landlord and/or the Management Company.

1.1.54. "Tenant’s Preliminary Works" shall mean the interior finishing works, repair works and other works with regard to the Premises performed by the Tenant within the framework of the Preliminary Lease Agreement.

1.1.55. "Preliminary Lease Agreement" shall mean Preliminary Agreement for Lease of Premises No. ________ dated __________ entered into between the Landlord and the Tenant.

1.1.56. "Adjacent Territory" shall mean the part of the Land Plot adjacent to the Building and necessary for the use thereof, including driveways, pathways, service platforms.

1.1.57. "Applicable Exchange Rate" shall mean the amount resulting from multiplying the Official Exchange Rate by the Exchange Coefficient.

1.1.58. "Turnover Percentage" shall mean the percentage specified in Clause 8 of Schedule 1.

1.1.59. "Tenant’s Works" shall mean the interior finishing works, repair works and other works with regard to the Premises necessary for the Tenant’s commercial activity in the Premises and performed by the Tenant within the framework of this Agreement.

1.1.60. "Business Day" shall mean any day which is not an official holiday or a day-off in accordance with the legislation of the Russian Federation. For the purpose of determination of LIBOR, the Business Day shall mean a day which is not an official holiday or a day-off in accordance with the legislation of the Russian Federation and which is a day when banks in London, the United Kingdom, and in New York, the USA are open for transaction of normal banking business.

1.1.61. "Tenant’s Design Handbook" shall have the meaning set out in the Preliminary Lease Agreement.

1.1.62. "Hidden Defects" shall have the meaning set out in Clause 6.5.2.

1.1.63. "Service Areas" shall mean the service corridors, fire-escape stairs, freight lifts and other parts of the Building designated by the Landlord as service areas and not leased or otherwise transferred for onerous use by the Building Tenants, to which the Building Tenants have access for service purposes.

1.1.64. "Lease Term" shall have the meaning set out in Clause 6.1.

1.1.65. "Validity Term" shall mean the validity term of this Agreement specified in Clause 6.3.

1.1.66. "Base Rent Rate" shall mean:

1.1.66.1. in respect of the First Lease Period – the Initial Base Rent Rate;


1.1.66.2. in respect of each subsequent Lease Period:

1.1.66.2.1. if such period commences from the Adjustment Date 2012 – the Base Rent Rate 2012;

1.1.66.2.2. if such period commences from the Adjustment Date 2013 – the rate determined in accordance with the Single Adjustment Formula;

1.1.66.2.3. if such period commences from any Adjustment Date after the Adjustment Date 2013 – the rate determined in accordance with the Standard Adjustment Formula.


1.1.67. "Base Rent Rate 2012" shall mean the amount specified in Clause 4 b. of Schedule 1.


1.1.68. "Marketing Fee Rate" shall mean:

1.1.68.1. in respect of the First Lease Period – the Initial Marketing Fee Rate;


1.1.68.2. in respect of each subsequent Lease Period – the rate determined in accordance with the Standard Adjustment Formula.


1.1.69. "Service Fee Rate" shall mean:


1.1.69.1. in respect of the First Lease Period – the Initial Service Fee Rate;


1.1.69.2. in respect of each subsequent Lease Period – the rate determined in accordance with the Standard Adjustment Formula.


1.1.70. "Measurement Standard" shall mean the following rules for the measurement of the Premises, used only for the calculation of the Leased Area:


1.1.70.1. If a wall of the Premises adjoins the external facade wall of the Building, other tenant’s premises, or the Common Areas, the measurement shall be made along the central axis of such wall (the "central axis" means the line running along the inside of a wall at the equal distance from each surface of such wall);

1.1.70.2. If a wall of the Premises adjoins the Service Areas, the measurement shall be made by the external surface of such wall;

1.1.70.3. If a wall of the Premises adjoins the Technical Areas, the measurement shall be made by the internal surface of such wall;



1.1.70.4. If the Premises are not separated by any wall from the Common Areas, the border line between the Premises and the Common Areas shall be determined by the edge of the flooring of the respective Common Areas;


1.1.70.5. The columns, internal walls, ladders (in relation to the area of each floor accessed by a ladder) or partitions inside the Premises shall not be excluded from the calculated area;


1.1.70.6. If the Premises include a mezzanine floor, its Leased Area shall be determined in accordance with the same rules;

1.1.70.7. The Leased Area shall be determined without adding or excluding any area resulting from the Tenant’s Works or created at the Tenant’s expense with the Landlord’s approval (particularly, as a result of entresols erected in the course of the Tenant’s Works).

1.1.71. "Statistical Report" shall mean the Tenant’s monthly report on the Tenant’s Turnover for a respective calendar month, prepared by the Tenant in the form contained in Schedule 9, with the application for the conversion of ruble amounts into dollar amounts of official exchange rate of US dollar against Ruble set by the Central Bank of the Russian Federation for the date when relevant ruble amounts are received by the Tenant.

1.1.72. Technical Areas" shall mean the areas designed to ensure the maintenance and normal operation of the Building (including air-ventilation chambers and shafts, server rooms, dispatcher offices and other technical areas), to which the Building Tenants do not have access, even for service purposes.

1.1.73. "Trade Name" shall mean the name specified in Clause 3 of Schedule 1.

1.1.74. "Trading Equipment" shall mean any property and equipment designed for the Tenant’s activity in the Premises in accordance with the Designated Use.

1.1.75. "Management Company" shall mean the organization appointed by the Landlord, at its sole discretion, to perform the functions of the Building management and/or operation.

1.1.76. "Operational Services" shall mean the services listed in Schedule 6.

1.1.77. "Adjustment Formula" shall mean the Single Adjustment Formula and the Standard Adjustment Formula.

1.1.78. "Single Adjustment Formula" shall mean the following formula:

Pn+1=Pn*(1+(LIBOR01.12.11+AI)/100%)*(1+(LIBOR01.12.12+AI)/100%)

where:
Pn – the value of index to be calculated effective under the Preliminary Lease Agreement, the Short-Term Lease Agreement or the Long-Term Lease Agreement up to the Adjustment Date 2013;

Pn+1 – the value of index to be calculated under the Preliminary Lease Agreement, the Short-Term Lease Agreement or the Long-Term Lease Agreement for the period commencing on the Adjustment Date 2013;

LIBOR01.12.11 – LIBOR effective on the 1st of December 2011 (and if this is not a Business Day then immediately following it Business Day);

LIBOR01.12.12 – LIBOR effective on the 1st of December 2012 (and if this is not a Business Day then immediately following it Business Day);

AI – the Adjustment Index.

1.1.79. "Standard Adjustment Formula" shall mean the following formula:

Pn+1 = Pn*(1+(LIBOR+AI)/100%)

where:

Pn – the value of to be calculated index effective under the Long-Term Lease Agreement up to the respective Adjustment Date;


Pn+1 – the value of to be calculated index under the Long-Term Lease Agreement for the period commencing on the Adjustment Date;

AI – Adjustment Index.

1.1.80. "Tenant’s Business Hours" shall mean a time interval specified in Clause 13 of Schedule 1.

1.2. In this Agreement, unless the context requires otherwise:

1.2.1. definitions in the singular mean the same as definitions in the plural, and vice versa;


1.2.2. references to persons shall include both natural persons and legal entities;

1.2.3. references to numbered Articles, Clauses and Schedulees shall be the references to the relevant Articles, Clauses of and Schedulees to this Agreement;

1.2.4. either Party’s obligation to refrain from any action or inaction shall include an obligation to make such Party’s officers, representatives and employees refrain from such action or inaction;

1.2.5. the word "day" shall mean a calendar day;

1.2.6. the word "month" shall mean a calendar month;

1.2.7. the word "year" shall mean a calendar year;

1.2.8. the headings of the articles, Clauses of and Schedules to this Agreement are inserted for convenience only and shall not affect the interpretation of such articles, Clauses and Schedulees.

ARTICLE 2 . SUBJECT MATTER OF AGREEMENT

2.1 In accordance with the terms and conditions of this Agreement the Landlord shall transfer the Premises to the Tenant for occupancy and use, and the Tenant shall accept the Premises, pay the Rent, and fulfill other obligations set by this Agreement.


2.2 The Tenant shall use the Premises only in accordance with the terms and conditions of this Agreement and in accordance with the Designated Use.

2.3 During the Lease Term the Tenant shall have the right of access to the Adjacent Territory, the Common Areas, the Service Areas in accordance with the procedure and on the conditions set by this Agreement and the Internal Regulations of Commercial Centre.

2.4 The results of the measurement made in accordance with the Measurement Standard shall not affect the Premises description, which allows determining the leased object under this Agreement for the purpose of Clause 3 of Article 607 of the Civil Code of the Russian Federation.

ARTICLE 3 . RENT AND PROCEDURE FOR PAYMENT THEREOF

3.1. In accordance with the terms and conditions of this Agreement, the Tenant shall pay to the Landlord a rent for the occupancy and use of the Premises, comprising the following components (the "Rent"):

3.1.1. the Base Rent;

3.1.2. the Turnover Fee;

3.1.3. the Utilities Fee;

3.1.4. the Marketing Fee, and

3.1.5. the Service Fee.

3.2. The Rent shall be accrued and paid starting from the Commencement Date.

3.3. The Base Rent shall be paid in accordance with the following procedure:

3.3.1. The Base Rent for a calendar month shall be determined as one-twelfth of the yearly Base Rent effective in the Lease Period to which such month relates.


3.3.2. The Base Rent for a respective calendar month shall be paid in advance not later than the Payment Date on the basis of the amount of the Base Rent for the paid month set by this Agreement.


3.3.3. The first payment of the Base Rent shall be made by the Tenant within 3 (three) Business Days from the Commencement Date. Such payment shall be made for the period from the Commencement Date up to the end of the calendar month in which the Commencement Date occurred.

3.3.4. The Base Rent shall exclude any additional expenses related to the occupancy, maintenance and operation of the Premises and the Building, including: utilities fee, marketing, maintenance, operating costs, management, the VAT, insurance, payment for use of the Common Areas of the Commercial Centre for carrying out various events, payment for installation of any advertising structures inside the Commercial Centre, payment for use of the parking of the Commercial Centre by the personnel or visitors of the Tenant.

3.4. Turnover Fee and Procedure for Payment Thereof:

3.4.1. If in any calendar month during the Lease Term the amount of the Tenant’s Turnover multiplied by the Turnover Percentage exceeds the Base Rent which the Tenant shall pay to the Landlord for a respective month, the amount of margin (the "Turnover Fee") shall be paid by the Tenant to the Landlord.


3.4.2. The Turnover Fee shall not require any amendments or addenda to this Agreement or signing of additional documents by the Parties, or delivery of any prior notifications from the Landlord to the Tenant for such purpose.


3.4.3. The Turnover Fee shall be paid within 15 (fifteen) Business Days upon the expiration of a respective calendar month on the basis of the Statistical Report.


3.4.4. The Tenant shall provide the Statistical Report to the Landlord within 10 (ten) Business Days from the expiration of the calendar month for which the respective Statistical Report is prepared.

3.4.5. The Statistical Report shall be provided in a hardcopy form and in electronic form in excel format.

3.4.6. Once every six month and at other time, in case of any doubt about the accuracy of the provided Statistical Reports, the Landlord shall have the right to demand from the Tenant access for examination of the documents necessary for confirmation of the data contained in the Statistical Reports, including cash-register’s tapes and receipts, cashiers’ register books, cash books, sales books, documents on return of goods to the customers, trial balances on 41 account of the Book of Accounts, and, if necessary, other such documents.

3.4.7. If the Tenant fails to provide the Statistical Report in accordance with the above requirements, the Landlord shall have the right, by sending a respective request, to oblige the Tenant to pay the Turnover Fee in the amount according to the calculation made by the Landlord based on one of the following methods at the Landlord's choice:

3.4.7.1. to use for calculation of the Turnover Fee the turnover of the Tenant in any of the six months preceding the paid month; or

3.4.7.2. to set the Turnover Fee for relevant month equal to 50 (fifty) per cent of the Base Rent for the same month.

3.5. Utilities Fee and Procedure for Payment Thereof.


3.5.1. During the Lease Term the Tenant shall pay the Utilities Fee to the Landlord.

3.5.2. The amount of the Utilities Fee shall be calculated as follows:

3.5.2.1. if there are meters installed in the Premises the amount of the Utilities Fee shall be calculated on the basis of the actual measured consumption;

3.5.2.2. if there are no meters installed in the Premises, the Utilities Fee shall be calculated as a part of cost of Utilities consumed on the Total Rentable Area of Building proportional to the ratio of the Leased Area to the Total Rentable Area of Building. The Utilities consumed on the Total Rentable Area of Building shall be calculated by the Landlord as all Utilities consumed in the Building minus the Utilties the consumption of which is estimated by the Landlord for the Common Areas, Technical Areas, Service Areas and any other premises in the Buildings which are not included by the Landlord into the Total Rentable Area of Building.

3.5.3. The Utilities Fee shall be paid in advance on a monthly basis not later than the Payment Date in the amount determined by the Landlord according to the Landlord’s provisional calculation of the Tenant’s consumption of the Utilities in the following month.

3.5.4. The first payment of the Utilities Fee due under this Agreement shall be made within 3 (three) Business Days from the Commencement Date and shall cover the period from the Commencement Date up to the end of the calendar month in which the Commencement Date occurred. The amount of the first payment of the Utilities Fee shall be determined by the Landlord.

3.5.5. Within 10 (ten) Business Days upon the expiration of each month the Landlord shall provide to the Tenant the calculation of the Utilities Fee for the Utilities actually consumed by the Tenant in the previous month.

3.5.6. Concurrently with the provision of the actual calculation, the Landlord shall offset the repayable amount against future payments, or issue an invoice to the Tenant for the amount to be additionally paid by the Tenant for such previous month.

3.6. The Marketing Fee shall be paid in accordance with the following procedure:

3.6.1. The Marketing Fee for a calendar month shall be determined as one-twelfth of the yearly Marketing Fee, effective in the Lease Period to which such month relates.

3.6.2. The Marketing Fee for a respective calendar month shall be paid in advance not later than the Payment Date, on the basis of the amount of the Marketing Fee for the paid month set by this Agreement.

3.6.3. The first payment of the Marketing Fee shall be made by the Tenant within 3 (three) Business Days from the Commencement Date. Such payment shall be made for the period from the Commencement Date up to the end of the calendar month in which the Commencement Date occurred.

3.7. The Service Fee shall be paid in accordance with the following procedure.

3.7.1. The Service Fee for a calendar month shall be determined as one-twelfth of the yearly Service Fee, effective in the Lease Period to which such month relates.


3.7.2. The Service Fee for a respective calendar month shall be paid in advance not later than the Payment Date, on the basis of the amount of the Service Fee for the paid month set by this Agreement.

3.7.3. The first payment of the Service Fee shall be made by the Tenant within 3 (three) Business Days from the Commencement Date. Such payment shall be made for the period from the Commencement Date up to the end of the calendar month in which the Commencement Date occurred.

3.8. No possible discrepancies between the Premises area determined in accordance with the Measurement Standard and the data resulting from the measurement of the Building or the Premises by the PIB authorities upon the completion of the Building construction or at any other time shall change the amount of the Rent payable by the Tenant and based on the Leased Area.

3.9. The Parties hereby acknowledge and confirm that:

3.9.1. the Rent is set separately for each Lease Period and is determinable in accordance with the rules of calculation of the Base Rent, the Turnover Fee, the Utilities Fee, the Marketing Fee and the Service Fee;

3.9.2. the Base Rent, the Marketing Fee and the Service Fee shall be defined for each Lease Period, with exception of the First Lease Period, based on the Adjustment Formula.

3.10. No later than 15 December in each Lease Period the Landlord shall notify the Tenant of the amount of the Base Rent Rate, the Marketing Fee Rate and the Service Fee Rate for the next Lease Period. Such notification shall be made for information purposes solely and notifying or non-notifying the Tenant shall not substitute or release the Tenant from his obligation to independently calculate the Base Rent Rate, the Marketing Fee Rate and the Service Fee Rate for the next Lease Period and timely and fully pay the Rent and all the parts thereof in strict compliance herewith.

ARTICLE 4 . PAYMENT PROCEDURE AND OFFSET OF PREVIOUSLY PAID AMOUNTS

4.1. Any payment shall be made within the terms set by this Agreement. If this Agreement does not set any precise term for the making of a payment by the Tenant, such payment shall be made within 7 (seven) Business Days from the date of receipt of a respective invoice.

4.2. A payment shall be deemed to be duly made within the set term, if:

4.2.1. on or prior to the first Business Day upon the expiration of the payment term the payable amount of funds is fully credited to the Landlord’s bank account; or

4.2.2. if on or prior to the last Business Day of the payment term the amount of funds is fully debited from the correspondent account of the Tenant’s bank for making a payment in accordance with the terms and conditions of this Agreement.

4.3. All amounts provided for by this Agreement shall be paid in Russian rubles in accordance with the Applicable Exchange Rate calculated as of the payment date.

4.4. The payment shall be made to the Landlord’s bank account specified in this Agreement or to other account specified by the Landlord in accordance with this Agreement.

4.5. The Tenant shall not have the right to make any deductions or to offset any claims against the payments under this Agreement.

4.6. Notwithstanding any instruction in a payment order or other payment document indicating otherwise, the Landlord shall have the right to offset any amount received from the Tenant under this Agreement or on any other grounds against any of the following amounts, at its sole discretion:

4.6.1. the amounts of losses, fines, penalties and other liability measures under this Agreement;

4.6.2. any part of the Rent which has not previously been paid or shall be paid on the date on which the Landlord receives respective funds; or

4.6.3. the Security Deposit.

4.7. Unless otherwise provided for by this Agreement, any amounts indicated in this Agreement, shall be exclusive of the VAT and other taxes and charges payable by the payer in addition to the price and other possible payments under agreements in accordance with the effective legislation of the Russian Federation. The VAT and any such taxes and charges shall be paid additionally and concurrently with the making of a respective payment under this Agreement.

4.8. Within 20 (twenty) days after the Agreement Registration Date, the Parties shall reconcile the payments actually made by the Tenant under the Short-Term Lease Agreement with separate determination of the amounts of the Base Rent, the Turnover Fee, the Service Fee, the Utilities Fee, the Marketing Fee, received by the Landlord from the Tenant with regard to the period after the Commencement Date. In the presence of such amounts, they shall be offset against the Base Rent, the Turnover Fee, the Service Fee, the Utilities Fee, the Marketing Fee, respectively, under this Agreement for the period from the Commencement Date up to the end of the month in which the Commencement Date occurs, and such offset shall be deemed to be effected on the last Business Day of the term when the Base Rent, the Turnover Fee, the Service Fee, the Utilities Fee, and the Marketing Fee are due for the period from the Commencement Date up to the end of the month in which the Commencement Date occurs.

4.9. A part of the Advance Payment which has not been offset by the Landlord in accordance with the Short-Term Lease Agreement shall be offset against the Base Rent under this Agreement.

4.10. A part of the Security Deposit amount paid under the Short-Term Lease Agreement which has not been offset by the Landlord in accordance with the Short-Term Lease Agreement shall be offset against the Security Deposit under this Agreement.

4.11. All other amounts paid by the Tenant under the Short-Term Lease Agreement and not offset by the Landlord against the payments due from the Tenant under this Agreement shall be at the Landlord’s discretion:

4.11.1. offset against the payment under this Agreement; or

4.11.2. repaid to the Tenant.

4.12. On or prior to 28 Feburary of each year during the Lease Term and at other time, at the Landlord’s request, the Parties shall reconcile the payments under this Agreement.

ARTICLE 5 . SECURITY OF OBLIGATIONS FULFILLMENT

5.1. Pursuant to the provisions of this Article, the Tenant shall pay the Security Deposit to the Landlord.

5.2. Within 10 (ten) Business Days from the Agreement Registration Date, as well as on or prior to each Adjustment Date the Tenant shall transfer to the Landlord an amount which shall ensure that the amount of the Security Deposit corresponds to the Security Deposit provided for by this Agreement as of the Commencement Date or the respective Adjustment Date. The payment provided for by this Clause shall be made by the Tenant within the set term, regardless of receipt of any notifications or invoices from the Landlord.

5.3. If:

5.3.1. the Tenant delays any of the payments under this Agreement; or

5.3.2. any action or omission by the Tenant, or the persons for which the Tenant is liable, causes damage to the Premises, the Building, the Equipment, the Engineering Systems, the Adjacent Territory, the Landlord’s property, or

5.3.3. the Tenant otherwise causes losses to the Landlord, or

the Landlord shall have the right, at its sole discretion to set off a part of or the whole Security Deposit against the respective amounts or losses, with delivery to the Tenant of a notification of such offset, with attachment to such notification, if applicable, of the calculation of the amount of liability measures or indemnity for losses, and, if applicable, the documents on the basis of which such calculation is made.

5.4. If any part of the Security Deposit or the whole Security Deposit is offset by the Landlord, the Tenant shall, within 7 (seven) Business Days from the date on which the Tenant receives a notification of such offset made by the Landlord, transfer to the Landlord an amount which shall ensure that the Security Deposit at the Landlord’s disposal corresponds to the amount set by this Agreement.

5.5. A part of the Security Deposit amount paid under this Agreement which has not been offset by the Landlord in accordance with this Agreement at the option of the Landlord either shall be returned to the Tenant or shall be off-set against the payments under this Agreement.

5.6. If this Agreement is terminated by mutual agreement of the Parties prior to the Lease Term Expiration Date, the Landlord shall, within 20 (twenty) Business Days upon the termination of this Agreement, repay to the Tenant the Security Deposit, less the offsets and deductions which the Landlord has the right to make in accordance with the terms and conditions of this Agreement.


ARTICLE 6 . LEASE TERM AND TRANSFER OF PREMISES

6.1. The lease term under this Agreement shall mean the period of time commencing on the Commencement Date and terminating on the Lease Term Expiration Date, including that date (the "Lease Term").


6.2. The Parties shall sign the Act of Transfer and Acceptance of the Premises no later than the Signing Date. The Parties agree that up to the signing of the Act of Transfer and Acceptance of the Premises the Access Act signed by the Parties upon the provision of the access to the Premises in accordance with the Preliminary Lease Agreement shall be the document acknowledging the transfer by the Landlord and the acceptance by the Tenant of the Premises under this Agreement.


6.3. This Agreement shall come into force as of the Commencement Date and shall remain in force until the complete fulfillment by the Parties of their obligations (the "Validity Term").

6.4. Upon expiration of the Lease Term the Tenant shall have no preemptive right to enter into this Agreement for a new term.

6.5. If for any reason upon the expiration of the Lease Term, in the absence of objections, the Tenant continues to use the Premises, this Agreement shall be deemed to be renewed for an indefinite term on the conditions effective at the time of expiration of the Lease Term, and the Landlord shall have the right to repudiate this Agreement at any time by sending to the Tenant at least a 30 (thirty) days prior notification.

6.6. Since the Tenant has been granted the right of access to the Premises for performance of the Tenant’s Preliminary Works and since the Tenant has had access to and control of the Premises in accordance with the Preliminary Lease Agreement and the Short-Term Lease Agreement, the Tenant shall not have the right to raise complaints related to the quality of the Premises except those:

6.6.1. recorded in the Access Act and not remedied by the Landlord; or

6.6.2. related to the Premises defects which have not been known to the Tenant in advance and could not be revealed by the Tenant prior to the Commencement Date (the "Hidden Defects").


ARTICLE 7 . LANDLORD’S RIGHTS AND OBLIGATIONS

7.1. The Landlord warrants that:

7.1.1. it has all rights and powers to enter into this Agreement; no third parties’ approval or permission is required or such approval has been obtained;

7.1.2. as of the Signing Date the Premises are not  a subject of judicial proceedings or disputes.

7.2. The Landlord shall, in accordance with the terms and conditions of this Agreement, transfer the Premises to the Tenant for the use thereof in accordance with the Designated Use and shall fulfill other obligations provided for by this Agreement.

7.3. The Landlord shall not impede the use of the Premises and shall ensure the Building maintenance and management.

7.4. The Landlord shall perform actions aimed at providing the Building, the Premises and the Common Areas with the Utilities in the amount necessary and sufficient for the Premises operation for the purpose of the Designated Use. The Landlord shall also ensure that the temperature and humidity, the general circulating ventilation system and the fire security system (with regard to the Building and the Common Areas) conform to the required standards.

7.5. The Landlord shall ensure the provision of the Operational Services in the Building.

7.6. The Landlord shall take the Building safety measures equal to the safety measures commonly taken in similar buildings. For the purpose of ensuring the safety in the Building, the Landlord shall have the right to introduce safety regulations obligatory for the Tenant, which may be included in the Internal Regulations of Commercial Centre.

7.7. The Landlord shall have the right, at any time during the Lease Term, to erect any additional buildings on the Land Plot and scaffolding, to change the name of the Commercial Centre, to change the borders of the Common Areas, to install, at its sole discretion, signs, boards, panels, objects, sculptures, to change the fa?ade walls and the form of the Commercial Centre on the basis of the Landlord’s concept, provided that the specified changes do not have an effect, material and adverse for the Tenant, on the flow of visitors in the Commercial Centre, and do not create hindrances to performance of the Tenant’s activity in the Premises within the framework of the Designated Use.

7.8. The Landlord shall have the right to use, on a free basis and without additional Tenant’s permission, the Trade Name and/or its trade mark (service mark):

7.8.1. in the direction signs and other uniform directions inside the Commercial Centre;

7.8.2. in advertising materials concerning the Commercial Centre.

7.9. The Landlord shall have the right to appoint one or several organizations as the Management Company or to perform such function itself.

7.10. The Landlord shall have the right, by sending at least a 2 (two)-Business-Day written notification to the Tenant (or its authorized representative), to enter the Premises in order to inspect the condition thereof, and to verify the Tenant’s compliance with the terms and conditions of this Agreement and the Internal Regulations of Commercial Centre. The provisions of this Clause shall not divest the Landlord's representatives of the right to visit without limitation in time and without any prior notice the part of the Premises which is open for all visitors of the Commercial Centre during the Tenant's Business Hours.

7.11. The Landlord shall have the right, without sending a prior notification to the Tenant, to enter the Premises in case of emergency circumstances, including, but not limited to: fire, flood, failure or breakdown of the Engineering Systems or performance of illegal actions, in order to prevent or liquidate such emergency situations or their consequences.

7.12. The Landlord shall have the right to make amendments to the Internal Regulations of Commercial Centre at its sole discretion. Such amendments and/or addenda shall come into force within 7 (seven) days from the signing date of the order of such amendments. Furthermore the Landlord shall, within 5 (five) days from the signing date of the order, notify the Tenant of the specified amendments and/or addenda either in accordance with the procedure set out by this Agreement or by placing relevant amendments and/or addenda on the stand within the Building which is available for all Building Tenants. The Tenant shall comply with such amended Regulations. In case of discrepancies between this Agreement and the Internal Regulations of Commercial Centre, the provisions of this Agreement shall prevail.


7.13. By signing this Agreement the Tenant acknowledges that it is acquainted with the Internal Regulations of Commercial Centre.

ARTICLE 8 . TENANT’S RIGHTS AND OBLIGATIONS

8.1. In case of fulfillment of all the obligations under this Agreement, the Tenant shall have the right to freely occupy and use the Premises, and to exercise all other rights of the Tenant under this Agreement during the Lease Term without any interference or impediment by the Landlord, unless otherwise provided for by this Agreement.

8.2. In cases provided for by this Agreement, the Tenant shall accept the Premises under the Act of Transfer and Acceptance in accordance with the terms and conditions of this Agreement.

8.3. The Tenant warrants that it has all rights and powers to execute this Agreement without necessity of obtaining any approvals or permits and, if such approvals or permits are required that they are obtained prior to signing of this Agreement.

8.4. Prior to the signing of this Agreement and at any time during the Lease Term, within 7 (seven) Business Days of receipt of the Landlord's respective request, the Tenant shall provide to the Landlord certified copies of the requested documents acknowledging the existence of the Tenant as a legal entity and the powers of the person signing this Agreement, including, but not limited to, (i) constituent documents; (ii) certificates of state registration of the Tenant as a legal entity and of tax registration of the Tenant; (iii) an information letter on registration of the Tenant in the Unified State Register of Enterprises and Organizations; (iv) an extract from the minutes on appointment of the Tenant’s sole executive body, or other documents evidencing the powers of the person signing the Agreement on behalf of the Tenant; (v) an extract from the Unified Register of Legal Entities in relation to the Tenant which shall not be obtained earlier than 5 (five) Business Days of the receipt of the Landlord's request, and the Tenant shall also provide to the Landlord, within the specified term, the documents acknowledging the Tenant’s right to use the Trade Name and the trade mark (service mark) corresponding thereto.


8.5. The Tenant hereby acknowledgesand agrees that the Landlord seeks to create and maintain the reputation of the Commercial Centre as the highest-class commercial centre attracting exigent customers. The Tenant hereby undertakes to provide assistance to the Landlord and to cooperate with it in maintenance of high standards in respect of the exterior and interior appearance of the Premises and the customer service quality in the course of the commercial activity in the Premises. Throughout the Lease Term the Tenant shall maintain the Premises in the condition conforming to the high standards of the Commercial Centre, and shall conduct the commercial activity in accordance with the Internal Regulations of Commercial Centre.

8.6. The Tenant shall immediately inform the Landlord on any official notifications or obligatory decrees in respect of the Premises received from any Authorities, and shall not take any actions in relation with such notifications or instructions without the Landlord’s consent, except in cases where, in accordance with the requirements of the legislation of the Russian Federation, the Tenant shall perform the required actions within a certain term, such term has arrived and no instruction has been received from the Landlord.



8.7. The Tenant shall, to the extent possible, assist the Landlord in elimination of the consequences of accidents, fires, floods, explosions and other emergency situations.

ARTICLE 9 . USE OF PREMISES

9.1. The Tenant shall occupy and use the Premises:

9.1.1. in strict conformity with the Designated Use;

9.1.2. in compliance with the effective legislation of the Russian Federation, this Agreement and the Internal Regulations of Commercial Centre;

9.1.3. without creating any risk of causing danger, inconvenience or losses to the Landlord, other Building Tenants or third parties.

9.2. Throughout the Lease Term the Tenant shall be obliged:

9.2.1. to use the Premises, to the full extent, for the purpose of the Designated Use, particularly, for retail trade or services, for storage of goods, to a limited extent, for the purpose of conducting the commercial activity in the Premises, and for administrative purposes, to a limited extent, for ensuring the Designated Use;

9.2.2. not to modify the concept of the Tenant's business agreed upon in Schedule 4 without the Landlord’s prior written approval;

9.2.3. to use the Premises in accordance with the Designated Use and the best standards in respect of similar establishments in Europe, Russia and Saint-Petersburg, particularly, ensuring comparable range and quality of goods and maintenance of comparable comfortable conditions for customers (visitors);

9.2.4. to ensure the lighting of the Premises (in accordance with the Designated Use) and of the entrance to the Premises, and of the Tenant’s signs during the Common Business Hours and the Tenant’s Business Hours;

9.2.5. to conduct sales (provision of services) in the Premises during the Tenant’s Business Hours;

9.2.6. to maintain the Premises, the Trading Equipment, the signs, the shop front, the goods and other property located in the Premises in order and in a safe condition in accordance with the sanitary and hygienic norms applicable to the Commercial Centre as a whole and to the Designated Use of the Premises;

9.2.7. not to allow penetration beyond the Premises of any smells, evaporations, vibrations, water, waste, garbage and other similar elements which are incompatible with the purpose of the Commercial Centre;

9.2.8. not to allow transfer into the Premises  or storage within the Premises of any radioactive materials, combustible substances, chemical agents, explosive substances, fire, traumatic and other types of weapons, and other items or materials considered as dangerous to life, health or environment;



9.2.9. to comply with the rules and restrictions in respect of the Building, including the Common Areas, the Service Areas and the Adjacent Territory, set out in the Internal Regulations of Commercial Centre;

9.2.10. to ensure the fire safety in the Premises and with regard to all property located in the Premises, the Trading Equipment, the Engineering Systems, in compliance with the fire protection norms applicable in accordance with the Designated Use of the Premises.

9.3. The Tenant shall carry out the loading and unloading only on the loading platforms specially allocated for such purpose and specified by the Landlord.

9.4. The Tenant shall not have the right to make any modifications to the exterior appearance of the Premises approved by the Landlord prior to the performance of the Tenant’s Works in the Premises, without prior written consent of the Landlord.

9.5. The interior layout of the Premises, including the location of partitions, racks, stands, refrigerators and cash-registers shall conform to the legislation requirements, including the established sanitary, fire and safety regulations. The Tenant shall obtain from the Landlord prior written approval for change of the internal layout or material modification of the Premises interior design.

9.6. Any advertising activity of the Tenant in the Commercial Centre beyond the Premises or on the Adjacent Territory shall be carried out with prior approval of the Landlord and on the basis of a separate agreement for placement of advertisement and holding advertising events in the Commercial Centre or on the Adjacent Territory between the Tenant and the Landlord (or a person authorized by the Landlord). The Tenant shall have the right inside the Premises to carry out advertising activity in respect of its Trade Name and its activity in the Premises, if such advertising activity conforms to the requirements of the legislation of the Russian Federation, this Agreement, the Internal Regulations of Commercial Centre and does not violate the rights and legitimate interests of third parties.

9.7. All expenses related to the production and installation of any advertising structures of the Tenant, including expenses on payment of the state duty shall be incurred by the Tenant.

9.8. The Tenant shall obtain a written approval of the Landlord or a person authorized by the Landlord for the size, location and appearance of any advertising structures of the Tenant and shall comply with the Landlord’s reasonable requirements in respect of the conformity of the Tenant’s advertising structures to the concept standards of the advertising media of the Commercial Centre.

9.9. During the Lease Term the Tenant shall conduct advertising campaigns in respect of the Tenant’s activity in the Premises.

9.10. The Tenant shall install a sign with the Tenant’s Trade Name on the display window of the Premises from the side of the Common Areas in accordance with the standards of such signs described in the Tenant’s Design Handbook.

9.11. The costs related to the production and installation of direction signs and other uniform direction materials inside the Commercial Centre, including the Tenant’s Trade Name and description of its activity, shall be incurred by the Landlord.


9.12. Throughout the Lease Term the Tenant shall enter into and maintain in force an agreement with one or several operators of telecommunication services recommended by the Landlord in respect of the provision of telecommunication services in the Premises. The cost of provision of telephone numbers and installation of necessary telecommunication equipment, the line rental and the cost of local, intercity and international telephone calls, and other telecommunication services shall be paid by the Tenant directly to such operator.

9.13. The Tenant shall comply with the established norms and regulations relating to the use of the Premises according to the Designated Use, including the technical and fire safety regulations (particularly, the norms of safety of attending personnel, customers and visitors), sanitary, hygienic and environmental norms and public order regulations. The Tenant shall comply with the Internal Regulations of Commercial Centre and shall ensure that its officers, representatives, employees and suppliers comply with the Internal Regulations of Commercial Centre and the obligatory requirements of the Authorities.

9.14. The Tenant shall duly obtain and extend the validity of the Necessary Approvals required for the operation of the Premises for the purpose of the Designated Use.

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