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RENTAL AGREEMENT No.

20

Saint Petersburg,

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This rental agreement (hereinafter referred to as the "Rental

Agreement" or "this Agreement") is made and entered into by
and between
, hereinafter
referred
to
as
the
"Landlord",
represented
by
acting on the basis of
, on the one hand, and
, hereinafter referred to as
the
"Tenant",
represented
by
acting on the basis of
, on the other hand,
hereinafter collectively referred to as the "Parties".

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1. Scope of Rental Agreement

1.1. The Landlord rents out to the Tenant, and the Tenant rents
from the Landlord, a part of the non-residential building
(hereinafter referred to as the "Building"), cadastral number
, with an area of
square meters, number of
floors:
,
located
at:
,
to
be
used
for
. The total area of the part
of the Building to be rented out (hereinafter referred to as the
"Space")
is
(space
No.
, floor
). The plan of the Space is given in
Annex 1 to the Rental Agreement. Characteristics and property
attached to the Space are also specified in Annex 2 hereto.
Annexes 1 and 2 constitute an integral part of the Rental
Agreement.
1.2. The Landlord shall deliver the Space to the Tenant under
the certificate of delivery and acceptance (Annex 3) which
constitutes an integral part of the Rental Agreement.
1.3. The Building indicated in clause 1.1. hereof is owned by
the Landlord (certificate of state registration of the real estate
right: series 78No.
dated
, issued by GUYU GBR SPb).

2.

2.1. :
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2. Obligations of Parties
2.1. The Landlord shall:
2.1.1. Within two (2) working days after the date the Tenant
performs the obligation to transfer funds in accordance with
clause 3.5. hereof in full ensure that the Space is rented out to
the Tenant by signature of the certificate of delivery and
acceptance of the Space by the Parties, in good technical
condition, with account of all the obligations specified in this
Agreement.

1.4.

Information

about

encumbrances
.

(restrictions):

2.1.2. Ensure that Tenant's employees and visitors have access

to the Space with the help of electronic access keys (hereinafter
referred to as the "Keys") not later than on the next working day
after the date the Parties sign the act of delivery and acceptance
of the Space; the Tenant shall be provided with five (5) Keys.
Should the Tenant need an additional number of Keys, the
Landlord shall provide the Keys within five (5) working days
after the date the Tenant transfers to the Landlord's current
account an amount based on
(
) rubles for one
additional Key, as a security deposit. The above amount shall be
repaid to the Tenant once this Agreement is determined on any
ground, provided the Tenant returns all the additional Keys in
good (working) order.

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2.2. The Tenant shall:

2.2.1. Accept the Space in accordance with the procedure and
within the period specified in clause 2.1.1. hereof. Use the
Space only according to the intended purpose determined in
clause 1.1. of the Rental Agreement, ensure its safety and the
safety of property delivered along with the Space.
2.2.2. In a full and timely manner pay the rent and other
payments provided for by this Agreement to the Landlord.
2.2.3. Ensure the safety of utilities and utility systems.
2.2.4. The Landlord shall reserve the right to set, if necessary, a
limit of consumption of electric power by the Tenant in the
amount of
. In the event it is
necessary to install electrical appliances consuming electric
power in excess of the set limit in the Space, the Tenant shall
get the Landlord's prior approval of such installation.

2.2.5. Perform current repairs of the Space at its own expense.

2.2.6. Not perform any internal redesign, re-equipment of
(generally, not perform work in) the Space (Building) without
the written permission of the Landlord and, if necessary, state
supervisory authorities (fire safety authorities, the Sanitary and
Epidemiological Station (SES), the Energy Supervision
Authority, etc.). The Tenant shall get Landlord's written
approval on the basis of a statement of work to be provided by
the Tenant, and in the events established by the current
legislation and this Agreement, also on the basis of a design to
be provided by the Tenant, for any work which the Tenant
intends to perform in the Space, including:
2.2.6.1. installation, assembly, maintenance and operation of
equipment, devices in the Space required for the intended
activity determined in clause 1.1. hereof, systems and
equipment ensuring the minimum required level of safety, and
other things the use of which is necessary in Tenant's opinion.
Such equipment specified in clause 2.2.6.1. shall not be
considered part of the Space or any other property rented out
under this Agreement and shall remain owned by the Tenant.
Provided that, equipment (devices, etc.) installed by the Tenant
in the Space shall be dismantled and removed on the day of
determination of this Agreement.

All works approved by the Landlord shall be performed by

contractors approved by the Landlord for work in the Building.
The Tenant shall be fully responsible for the activity (actions
and omissions) of the respective contractor.

2.2.7. Not use electric heating devices, including electric fans,

electric heaters, kettles, etc., in the rented spaces.
Within five (5) working days after the date of signature of this
Agreement the Tenant shall issue orders of appointment of a
person responsible for the fire safety, operation of electrical
equipment, good condition and operation of lifting devices (if
any), a person responsible for the condition of labor protection
and industrial sanitation. Copies of the orders shall be provided
to the Landlord within five (5) working days after the date of
signature of this Agreement.

2.2.8. Perform all repair and restoration work in the Space and
Building at its own expense (or, at the Landlord's pleasure,
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repay the full cost of such work), including restoration of

implements, equipment, utility systems, etc. which are the
subject-matter of this Agreement, when such work is required as
a result of Tenant's actions (omissions), including a fire, an
accident, etc.
2.2.9. Ensure that Landlord's representatives have free access to
the Space in order to inspect it and check the observance of the
conditions hereof not more often than once a week, without the
interruption of the production process (usual business activity).
The Landlord shall have the right to enter the Space in the event
of emergencies (including, without limitation, a fire, a flood,
failures or breakdowns of engineering systems or criminally
punishable offenses) in order to prevent or remedy such
emergencies or their effects. In the event the Tenant's
representative cannot be present in the course of opening of the
Space in order to exercise the Landlord's right established in
this paragraph, the Landlord shall have the right to open the
Space without the Tenant's representative and must prepare a
Report on Opening the Space. Provided that, the Landlord shall
notify the Tenant's representative of such opening by telephone
at
as soon as possible. The exercise of such right
by the Landlord shall not be considered interference with the
Tenant's business activity or impeding the use of the Space.

2.2.10. Deliver the Space in the event of its vacation (in relation
to termination/determination of this Agreement/amendment of
this Agreement) under a certificate not later than on the date of
expiry of the Agreement, date of its termination, in good,
undamaged condition, with all permitted partitions,
reconstructions and inseparable improvements with account of
normal wear and tear. In the event of deterioration of the
condition of the Space as a result of the Tenant's activity, within
10 working days after the date the Landlord sends the respective
demand the Tenant shall repay to the Landlord the full cost of
renovation according to an estimate prepared on the basis of a
defects report made up by the Parties.

Should the Tenant fail to sign the defects report within 10 days
after the date the same is sent to the Tenant, the unilateral report
signed by the Landlord shall serve as a ground for repayment of
the stated cost of the renovation to the Landlord. Disputes
arising between the Parties over the cost of the renovation shall
be settled by the Parties in accordance with the procedure
established in clause 8.1. hereof.
2.2.11. Independently and at its own expense collect and
remove its own production waste (consumer waste) as well as
construction waste which may appear in the course of
construction work in the rented Space.
2.2.12. Be fully responsible for property delivered to the Tenant
by the Landlord.
2.2.13. THE TENANT SHALL HAVE NO RIGHT without the
Landlord's written permission to:
- pledge the right to rent the Space to a third party and (or)
provide such right as loan security or other financing of the
Tenant on any conditions as may be agreed upon by the Tenant
and the third party;
- contribute the right to rent the Space hereunder to a registered
capital, provide the Space (its part) for free use;

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- sublease the Space (its part);

- provide its rights and obligations hereunder to another (a third)
party.
In any event the Tenant shall be fully liable to the Landlord
under this Agreement (including the liability provided for by the
Agreement).
2.2.14. Once throughout the duration of this Agreement, as well
as in the event of termination or expiry of the Rental
Agreement, the Tenant shall perform complex cleaning of the
Space at its own expense using Landlord's manpower. The cost
of the complex cleaning of the Space to be performed by the
Landlord in accordance with this clause is not included in the
rent hereunder and shall be paid by the Tenant against separate
invoices to be issued by the Landlord.

3.
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3. Payments and Settlements

3.1. The Rent (payment for the possession and use of the Space)
shall be charged from the date the Parties sign the certificate of
delivery and acceptance of the Space.
The monthly Rent for the Space specified in clause 1.1. hereof
shall consist of the Fixed Component and the Variable
Component.
- The Fixed Component of the Rent shall amount to:
(
) rubles 00 kopeks. The Fixed
Component of the Rent includes the value added tax and utility
services consumed in the normal course of the business activity

2.2.15. In the event damage is caused to the Space, as well as to

the Building the Space is located in, through Tenant's actions
(omissions), the Tenant shall compensate the Landlord for the
loss caused in full.
2.2.16. Immediately notify the Landlord by telephone at
of signs of the emergency condition
of the Space or Building and of all accidents or other incidents
as a result of which the Space (or Building) and property
located therein may be damaged, and at its own expense be
taking measures required to prevent and/or remedy effects of
such accidents and other incidents until the representative of the
Landlord or a specialized organization arrives.

2.2.17. Not post notices, messages or information (including

advertisements) on outer walls of the Building, doors, windows
and other structural elements of the Building without the
Landlord's written consent.

2.2.18. Internal security of the Space shall be ensured by

Tenant's efforts.
2.2.19. The Landlord shall reserve the right to issue rules,
instructions and orders binding on the Tenant required to
maintain the reputation, safety, exterior and cleanliness of the
Building specified in clause 1.1. hereof as well as to maintain
proper order and normal operation of engineering and technical
systems and equipment.

The Tenant shall not perform any actions or work which may
cause inconveniences to other users of spaces in the Building or
their visitors.
2.2.20. Within five (5) working days after the date of signature
of this Agreement provide the Landlord with a list of persons
authorized to receive mail sent by the Landlord to the Tenant
and in a timely and prompt manner notify the Landlord of all
changes and additions introduced to such lists. Such changes
and additions shall enter into force for the Landlord from the
time of receipt of the notification by the Landlord's authorized
representatives.


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1.1. ,
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performed by the Tenant in the Space in accordance with clause

1.1. hereof, except for electric power.

- The amount of the Variable Component of the Rent shall be

determined on the basis of:
expenses for electric power consumed by the Tenant when
using the Space incurred by the Landlord, as well as expenses
incurred by the Landlord for maintenance of the common
property of the Building (spaces designed to service more than
one space in the building, as well as stair platforms, staircases,
halls, elevators, elevator and other shafts, corridors, mechanical
floors, attic floors, basements where there are utilities, other
equipment servicing more than one space in the building
(technical basements), roofs, protective and support structures
of the building, mechanical, electrical, sanitary and other
process equipment located outside or inside the spaces and
servicing more than one space) to the extent of expenses for
electric power consumed in the course of operation of the
Building. The amount of these expenses shall be determined on
the basis of Landlord's invoices and calculations issued and
provided to the Tenant, with attachment of copies of source
documents of the power provider confirming the cost and
quantity of electric power consumed for the month in the course
of operation of the Building (on the basis of the cost of 1 kW h
of the electric power consumed); the amount shall be
determined by the formula (including the value added tax):

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is the total quantity of electric power consumed in the

Building as a whole, determined in accordance with the VAT
invoice produced by the power provider;
S rentable is the rentable area of the Building (to be determined on
the basis of documents of the technical inventory of the
Building);
S tenant's space is the area of the Space used by the Tenant in
accordance with this Rental Agreement;
T is the cost of the electric power consumed for the period to be
paid for to be determined in accordance with the VAT invoice
produced by the power provider (for 1 kWh).

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3.2. The Rent provided for by this Agreement shall be paid by

the Tenant in accordance with the following procedure:
3.2.1. The Fixed Component of the Rent (including the value
added tax) shall be paid in Russian rubles not later than on the
twentieth (20) day of the month preceding the month being paid
for. The Landlord shall issue no invoice for the Fixed
Component of the Rent.
3.2.2. The Variable Component of the Rent shall be paid by the
Tenant on the basis of an invoice to be issued by the Landlord.
The invoice shall be issued by the Landlord for every calendar
month not later than on the tenth (10) working day of the month
following the one to be paid for. The invoice shall be paid
within fifteen (15) calendar days after the date it is sent to the
Tenant.
3.2.3. The whole amount of the rent shall be transferred to the
Landlord's current account specified in section 9 of this
Agreement or to another account whose details shall be
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additionally provided in this case to the Tenant. Once the

payment is made, the Tenant shall provide the Landlord with a
payment order confirming the payment. The day the funds are
deposited in the Landlord's account shall be considered the date
of payment. In the event of other forms of payment the date the
Landlord and the Tenant sign the relevant document confirming
the payment shall be considered the date of payment.
3.3. The amount of the Fixed Component of the Rent according
to clause 3.1. hereof shall remain unchanged throughout this
Agreement.
3.4. Should the Tenant fail to pay the Fixed Component of the
Rent within 20 calendar days after the date determined in clause
3.2.1. hereof or other payments provided for by this Agreement
within ten calendar days after the date the same are due, the
Landlord shall in all events have the right to collect the debt
from the Tenant in accordance with the procedure established
by law and repudiate this Agreement according to the unilateral
out-of-court procedure (see clause 5.4.).

3.5. Within three (3) days after the date of signature of this
Agreement the Tenant shall pay to the Landlord:
3.5.1. The amount of the Fixed Component of the Rent for the
first month of the rental;
3.5.2. The amount of the Variable Component of the Rent for
the last month of the rental by making an advance payment in
the amount of
, including VAT (18%).
Subsequently, on the basis of the documents specified in clause
3.2.2. hereof, the Parties shall set the amount of the Variable
Component of the Rent for the last month of the rental and
make the respective payments with account of the advance
payment made in accordance with this clause.
3.5.3. The deposit in the amount of
rubles,
including VAT (18%), (a doubled (2) amount of the Fixed
Component of the Rent) specified in clause 3.1. hereof. This
amount of the deposit is the security for the proper performance
by the Tenant of any of the obligations hereunder.
3.5.4. In the event of non-performance or improper performance
of the conditions of this clause 3.5. by the Tenant, including in
the event of delay in performance of the said monetary
obligations by more than five (5) calendar days, or transfer of
funds not in full, the Landlord shall have the right to repudiate
this Agreement according to the unilateral out-of-court
procedure (see clause 5.4.).
3.6. The amount of the deposit shall secure the performance
(proper performance) of any of the Tenant's obligations
hereunder, including those provided for by clauses 2.2.10., 3.7.
The respective Tenant's violation of obligations shall be
identified by the Landlord on its own; provided that, the
Landlord shall have the right to use the above amount to repay
amounts of penalties, forfeits, debts on all kinds of payments,
etc. In this event the amount of the deposit shall be replenished
by the Tenant within five (5) days after the date of receipt of a
notification that the Landlord used part of or the whole amount
of the deposit in accordance with this clause of the Agreement.

In the event of failure to meet the payment deadlines provided

for by this clause the Tenant shall pay to the Landlord a late fee
of 0.5% of the amount to be transferred per each day of the
delay.
The Parties have agreed that the amount of the deposit shall not
be considered an advance payment of the rent and shall not be
set off against the rent for any period of use of the Space.
Transfer of the deposit amount by the Tenant shall not release
6



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the Tenant from the obligation to pay the rent hereunder

according to the provided volume and dates.

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4.
Liability of Parties
4.1. In the event of non-performance or improper performance
of their obligations the Parties shall be liable in accordance with
the current legislation of the Russian Federation and this
Agreement.
4.2. The Parties shall be released from the liability for nonperformance or improper performance of their obligations
hereunder in the event such non-performance resulted from
force majeure circumstances (a force majeure) which occurred
after the signature of this Agreement as a result of emergency
circumstances which the Parties could neither foresee, nor
reasonably prevent.

Except for the events established in clause 3.7. hereof, the

deposit amount (the remaining part of it), after deduction of
payments payable to the Landlord in accordance with the
conditions of this clause 3.6., shall be repaid by the Landlord to
the Tenant upon determination of this Agreement and on
condition of proper performance by the Tenant of its obligations
hereunder.
3.7. In the event of Tenant's unilateral repudiation of the
Agreement or in the event of Landlord's unilateral out-of-court
repudiation of the Agreement on the grounds provided for by
clauses 3.4., 3.5.4., 5.2. hereof, the deposit amount shall not be
repaid to the Tenant, shall be transferred into the Landlord's
ownership and considered by the Parties the amount of a penalty
paid by the Tenant for early termination of this Agreement in
relation to Tenant' repudiation of the Agreement. In this event
the Tenant shall pay the rent in accordance with this Agreement
(clauses 3.1., 3.2.) until the date of termination.

4.3. Should the Tenant violate the provisions (violate the

arrangements, fail to meet the deadlines) specified in subclauses 2.2.6., 2.2.7., 2.2.8., 2.2.10., 2.2.13. hereof, the
Landlord shall have the right to demand that the Tenant pay a
penalty of 25% of the amount of the Fixed Component of the
Rent for every case of violation of an obligation.
In the event the Landlord exercises the above right, the Tenant
shall pay the respective penalty immediately upon request.
Payment of the penalty shall not release the Tenant from proper
performance of its obligations hereunder.
4.4. Should the Tenant fail to meet the payment deadlines
specified in clauses 3.1., 3.2. and 2.2.10. hereof, the Landlord
shall have the right to charge the Tenant a late fee of 0.5% of
the overdue amount per each day of the delay. The Tenant shall
pay the late fee within 10 days after the date the Landlord sends
the respective notification (demand) to the Tenant. Payment of
the late fee shall not release the Tenant from performance of its
obligations hereunder.
4.5. In the event the Tenant fails to pay the rent and/or make
other payments on a date specified in this Agreement, the
Landlord shall have the right to suspend access of the Tenant
(its employees and visitors) to the rented Space (simultaneously
cutting off electric power) until the date the debt on the rent,
late fees and/or other payments is repaid. Provided that, the
Tenant shall not be released from payment of the rent hereunder
for the period for which access to the Space was suspended.

In any event the Landlord shall have the right to hold back
Tenant's property in accordance with the procedure provided for
by article 359 clause 1 of the Civil Code of the Russian
Federation until the date the Tenant performs the obligations
hereunder in full.
7

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4.6. The Landlord's liability hereunder shall be in any way

limited to the amount of one monthly rent.
4.7. In the event of failure to meet the deadline for the transfer
of the Space from the Tenant to the Landlord specified in clause
2.2.10. hereof by more than three (3) days the Landlord shall
have the right to independently vacate the Space by its own
efforts or by efforts of third parties at the Tenant's expense.
Provided that, the Landlord shall not be responsible for the
safety of Tenant's removed property. Landlord's expenses
incurred in the course of the above actions shall be reimbursed
by the Tenant within two (2) working days after the date the
Landlord issues an invoice in the amount of such expenses. In
the event of vacation of the Space in accordance with this clause
the Landlord in the presence of two independent persons shall
prepare a Report on Opening the Space and an inventory of
property located in the Space as of the date of opening.

The Tenant shall have no right to demand that the Landlord pay
any compensation for property located in the Space as of the
date of opening and shall independently (without Landlord's
participation) be fully liable to third parties in the event of
violation of rights of such parties to possession, use or disposal
of such property.
Fifteen (15) calendar days after the date of expiry/termination of
the Agreement the Tenant shall lose the right to demand such
property from the Landlord.
4.8. The Landlord shall not be liable to the Tenant in the event
of emergencies, performance of technological work or routine
maintenance by power, heat and/or water suppliers or other
actions/omissions of power, heat and/or water suppliers or
executive authorities resulting in suspension of power, heat
and/or water supply. Provided that, the Tenant shall not be
released from payment of the rent hereunder.

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5.

5.

Amendment, Termination, Determination of

Agreement
5.1. The Rental Agreement shall cease to be in force upon its
expiry as well as on any other date in accordance with this
Agreement and provisions of the current legislation.
5.2. Apart from the events provided for by this Agreement the
Landlord shall have the right to repudiate this Agreement in
accordance with the unilateral out-of-court procedure according
to the procedure specified in clause 5.4 on the following
grounds:
in the event the Tenant uses the Space for any purposes not
complying with clause 1.1. of the Rental Agreement;

in the event the Tenant fails to meet the deadlines for

the acceptance of the Space from the Landlord in
accordance with clauses 2.1.1., 2.2.1. hereof by more
than two (2) days;
in the event the Tenant violates the requirements of clause 2.2.
sub-clauses 2.2.4., 2.2.5., 2.2.6., 2.2.8., 2.2.9., 2.2.11., 2.2.13.,
2.2.19., 2.2.20. hereof;
in the event of delay in replenishment of the deposit amount
(clause 3.6. hereof) by more than 30 calendar days;
in the event the Landlord decides to perform major repairs,
reconstruct, demolish the Building. The Landlord shall notify
the Tenant of the decision made three months before the date of
determination of the Agreement;
in the event of repeated violation by the Tenant of the
rules, instructions and orders (in accordance with clause 2.2.19.
hereof) approved by the Landlord.
8

5.3.
-
,
(
) .

5.3. In the event of determination of the Agreement on any

ground the Parties shall sign a Certificate of Delivery and
Acceptance of the Rented Space and a Report on Mutual
Settlements in respect of complaints relating to nonperformance (improper performance) of the Agreement.

5.4.
,
,
10-

5.4. In the event of unilateral out-of-court repudiation of the

Agreement by the Landlord on the grounds established by this
Agreement the Agreement shall be considered determined 10
calendar days after the date the Landlord sends to the Tenant by
registered mail a notification of termination of the Agreement.

6.

6.1. , ,

.
6.2.
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.
6.3. ,

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.
6.4. ,
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6.5. , ,


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6.6. , 9 (
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9
,
.

6.
Miscellaneous
6.1. Matters not settled by the Rental Agreement shall be
governed by the current civil legislation of the Russian
Federation.
6.2. The Rental Agreement is executed and signed in Russian
and in English in duplicate, each one having equal power. In the
event of differences between the two versions of the Agreement
the Russian version shall prevail.

7.

6.3. Inseparable improvements of the Space made by the Tenant

without the Landlord's written approval shall be owned by the
Landlord. Provided that, the cost of the inseparable
improvements shall not be repaid to the Tenant.
6.4. All improvements of the Space made by the Tenant at its
own expense and with the Landlord's consent which cannot be
separated without damaging the Space shall be owned by the
Landlord. The Tenant shall not be entitled to the compensation
for the cost of these improvements upon determination of this
Agreement.
6.5. In the event of change of the name, location, bank details or
reorganization the Parties shall notify each other of the changes
in writing within two weeks.
6.6. The Parties have agreed that in section 9 of this Agreement
the Parties indicate addresses for the purpose of sending
invoices, exchange of letters, notifications, claims. In the event
the indicated addresses change, the Parties shall immediately
notify each other of the change of the address. Mail sent to a
Party to the address specified in section 9 of the Agreement
prior to receipt of a letter indicating that the address has
changed shall be considered sent to a proper address.

7.

Duration of Agreement

7.1.

2011

201__ .


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(
)
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,
.

7.1. The Agreement enters into force on

,
2011, and remains in force through
, 201__.
To the extent of the obligation to pay the rent and make other
payments this Agreement shall remain in force until all the
amounts payable to the Landlord are paid. Expiry of the
Agreement (determination of the Agreement on other grounds)
shall not release the Parties from the liability for its violation,
particularly, the forfeit provided for by the Agreement shall be
charged until the date the Tenant fully repays the existent debt.

7.2. ,
,


.


,
.
,

7.2. In the event the Tenant properly performs the obligations

undertaken hereunder, upon expiry of the Agreement the
Tenant, all other conditions being equal, shall have a priority
right (as compared to other persons) to make the rental
agreement for another term. Provided that, the Tenant shall
notify the Landlord in writing of its desire to make the rental
agreement for another term or of waiver of this right at least two
months before the date of expiry of the Agreement. In the event
violation of this clause the Tenant shall pay to the Landlord a
penalty in the amount of the Fixed Component of the monthly
9


.
8.

8.1. ,
(
), .

rent.

1: .
2:
3: - .

Annex 1: The Plan of the Space.

Annex 2: The Characteristics of Space.
Annex 3: The Certificate of Delivery and Acceptance of the
Space.

9.

8.
Settlement of Disputes
8.1. Should the Parties be unable to reach an agreement,
disputes arising from this Agreement (performance of this
Agreement) shall be examined by the Court of Arbitration of
Saint Petersburg and Leningradskaya Oblast.

9.

10

Bank Details of Parties