James Shipp

RESIDENTIAL LEASE AGREEMENT City of Moscow April 29, 2013 The firm NEW TRINITY LIMITED, located at the address Providence House, East Hill Street, PO Box N-3944, Nassau, Bahamas, represented by the head of the Representative Office of the firm NEW TRINITY LIMITED, located at the address 38 Donelaytisa Lane, Moscow, 125459, registration number 11851.3 in the Consolidated State Register of Representative Offices of Foreign Companies Accredited in the Russian Federation (RF), registered on January 26, 2012 [Russian Ministry of Justice (Minyust) State Registration Chamber (SRC) Federal Budget-Funded Institution (FBI) permit No. 12774.1 dated January 26, 2012], represented by Yelena Gennadyevna Bagudina, acting on the basis of a power of attorney, hereinafter referred to as the Lessor, being the party of the first part, and Yuriy Bentsionovich Milner, Russian Federation citizen passport series 45 08, No. 748674, issued by the Dorogomilovo District Internal Affairs Division (IAD) of the City of Moscow on March 21, 2007, subdivision code 772-075, registered at the address 4 Bryanskaya St., Apt. 3, Moscow, hereinafter referred to as the Lessee, being the party of the second part, hereinafter jointly referred to as the Parties, have concluded the present agreement (the Agreement) concerning the following. 1. Subject of the Agreement For a fee, the Lessor shall provide the Lessee with the temporary possession and use of an apartment that belongs to it by right of ownership for habitation therein. Said apartment is located at the address 79 Aviatsionnaya St., Bldg. 1, Section 1, Apt. 241, Moscow (hereinafter – the Property). Said Property belongs to the Lessor by right of ownership, as confirmed by State Title Registration Certificate series 77 AM, No. 727929, reissued by the Federal State Registration, Cadastral Record, and Cartography Service Administration for Moscow to replace Certificate series 77 AK, No. 136301 dated April 23, 2009. A copy of the aforementioned certificate is attached to this Agreement. The Property has the following characteristics: 45th floor, apartment 241 – rooms 1 through 20; 46th floor, apartment 241 – rooms 21 through 24, 24a, 25 through 29, 29a, and 30 through 41; 47th floor, apartment 241 – rooms 42, 43, 43a, 44 through 48, 48a, 49 through 57, 57a, 58, and 59, and; 48th floor, apartment 241 – rooms 60, 60a, and 61 through 65. The property numbering is specified according to the floor plan. 2. Rights and Duties of the Lessor 2.1. The Lessor shall be obligated to provide the Lessee with the Property in a condition that is suitable for habitation. The Parties shall transfer the Property by means of signing a Certificate of Property Transfer and Acceptance using the form indicated in Attachment No. 1 to the Agreement. 2.2. The Lessor hereby warrants: - that on the Agreement conclusion date, the Property is not the subject of litigation, is not under distraint, is not being used as collateral, is not rented or leased, and is not encumbered by third-party rights; - that it has the legal right to transfer the Property to the Lessee, and if required pursuant to the applicable law, it has secured all the necessary approvals and permits for leasing the Property to the Lessee, and; - that on the starting date of the term of the Lease, the Property and all Property structural elements, including, but not limited to, the ceilings, walls, floors, utility lines, and sewer lines, as well as all mech- anical, electrical, lighting, telephone, water supply, heating, and ventilation systems, are in good working order and safe to use. 2.3. The Lessor shall be obligated not to interfere with the Lessee’s lawful use of the Property. 2.4. The Lessor shall have the right to visit the Property for the purpose of verifying its use arrangements and condition with the prior notification of the Lessee not later than 24 hours before a forthcoming visit. The Lessor shall have the right of access to the Property in the event that there is an immediate need, including, without limitation, an overflow, flooding, a fire, a gas leak, or catastrophic damage, without the Lessee or a Lessee representative being present and without observing the requirement concerning notification 24 hours in advance, during which the Lessor shall be obligated to make every effort to notify the Lessee or a Lessee representative of these circumstances. 2.5. The Lessor shall have the right to unilaterally increase the amount of the fee for leasing the Property no more often than 1 (one) time a year and by not more than 2% per year. 3. Right and Duties of the Lessee 3.1. The Lessee shall be obligated to only use the Property for habitation, to guard against loss, and to keep the Property in proper condition. 3.2. The Lessee shall be obligated to pay the Lessor for the Property in a timely manner and in accordance with the procedure stipulated by the Agreement. 3.3. The Lessee shall not have the right to sublet the Property. 3.4. The Lessee shall be obligated to inform the Lessor of all issues and circumstances pertaining to the Property. These communications must be timely and complete. 3.5. The Lessee shall be obligated to make the utility and other payments associated with third-party services for the maintenance and upkeep of the property at its own expense. 3.6. Upon the expiration of the term of the lease, or if the present Agreement is terminated ahead of schedule, the Lessee shall be obligated to transfer the Property to the Lessor in good working order with allowance for normal wear and tear. 4. Payment Terms and Conditions 4.1. A monthly fee in the amount of 1,610,000 (one million six hundred and ten thousand) rubles shall be paid for the Property over the entire term of the lease. The lease fee specified in this Paragraph shall be unequivocal, and shall include all taxes and statutory charges due for payment according to Russian Federation laws. Pursuant to Subparagraph 10, Paragraph 2, Article 149 of the Russian Federation Tax Code (Federal Law No. 117-FZ dated August 5, 2000), a lease fee shall not be subject to the payment of a value-added tax (VAT). 4.2. The lease payment shall be made on a monthly basis not later than the 10th day of each month via the transfer of monetary assets to the Lessor’s settlement account. The Lessee shall be obligated to make the first lease payment within 20 (twenty) days of the date on which the Agreement is signed. 6. Liability of the Parties 5.1. The Lessor shall be liable to the Lessee for any claims that may originate from third-party rights and that limit or impede the use of the Property. 5.2. The Parties shall be liable for the failure to discharge or the improper discharge of their duties under this Agreement pursuant to prevailing laws. 6. Termination of the Agreement 6.1. The early termination of the Agreement shall be possible as a result of its cancellation ahead of schedule by the mutual consent of the Parties, or as a result of the unilateral refusal of either Party to execute it on the grounds specified in this Agreement. 6.2. The cancellation of the present Agreement in accordance with a unilateral refusal shall be undertaken by means of one Party to the Agreement sending the other Party the appropriate written notification not later than 30 (thirty) days before the Agreement cancellation date. 6.3. In the event of the early cancellation of this Agreement by either of the Parties, the Parties shall be obligated to make settlements within 30 (thirty) days of the notification date, and the Lessee shall be obligated to vacate the Property within this time frame. On the Agreement cancellation date, the Parties shall sign a Certificate of Property Transfer and Acceptance. 7. Period of Validity of the Agreement 7.1. The Parties have concluded the present Agreement for a term of 5 (five) years. The term of the lease has been set: from May 1, 2013, through April 30, 2018. 7.2. The term of the lease shall begin as of the date on which the Lessor transfers the Property to the Lessee by means of the Parties signing a Certificate of Property Transfer and Acceptance. 7.3. The Agreement may be extended as arranged by the Parties, as well as in the instances envisioned by the RF Civil Code. 8. Force-Majeure 8.1. The Parties shall be exempt from the fulfillment of their obligations under the Agreement, in part or in whole, if said nonfulfillment is due to circumstances of insurmountable force that arise following the conclusion of the Agreement as a result of events of an extreme nature that the Parties could not have foreseen or prevented through reasonable efforts. Circumstances of insurmountable force shall include events beyond the control of the Parties and for the occurrence of which they are not responsible, for example: an earthquake, a flood, natural disasters, a fire, an epidemic, or construction work in direct proximity to the apartment building in which the Property is located. 9. Additional Terms and Conditions 9.1. The provisions of prevailing RF laws shall guide the Parties in all matters not addressed by the Agreement. 9.2. The Lessee’s family shall reside at the Property with the Lessee. 9.3. In the event that a dispute arises, the Parties shall make every effort to resolve the disagreements by means of negotiations. If the Parties are unable to achieve a consensus by means of negotiations, either Party shall have the right to seek legal recourse in accordance with the procedure established by RF laws. 9.4. The present Agreement may not be modified other than as arranged by the Parties. All amendments and supplements to the Agreement shall be documented in writing, shall be signed by the Parties, and shall be an integral part of the Agreement. 9.5. The Parties shall send all notifications associated with this Agreement using the addresses indicated in Paragraph 10 of the Agreement. 9.6. The Agreement has been signed in two copies, one for each of the Parties, which have identical legal force. 9.7. The Agreement shall go into effect as of the date on which both Parties sign it. 10. Addresses for Notifications and Banking Requisites of the Parties Lessor: Representative Office of the firm NEW TRINITY LIMITED Legal address: Providence House, East Hill Street, PO Box N-3944, Nassau, Bahamas Taxpayer identification number (TIN-/- Settlement account (s/a- at the METROPOL Commercial Bank (CB) Limited Liability Company (LLC) Correspondent account (c/a/- Bank identification code (BIC- Lessee: Yuriy Bentsionovich Milner Passport: Series 45 08, No. 748674 Issued by: Dorogomilovo District IAD of the City of Moscow On behalf of the Lessor ________________[signature]_______________ Lessee ________________[signature]_______________ [Seal of the Representative Office of the firm NEW TRINITY LIMITED (Bahama Islands) in the city of Moscow, taxpayer identification number-, State Registration Number (SRN) 11851] Attachment No. 1 to the Residential Lease Agreement dated April 29, 2013 Certificate of Transfer and Acceptance Form City of Moscow ____________ ____, 2013 Based on the residential lease agreement dated April 29, 2013, the Lessor has transferred, and the Lessee has accepted, an apartment that is located at the address 79 Aviatsionnaya St., bldg. 1, Section 1, Apt. 241, Moscow (hereinafter – the property), and that has the following characteristics: 45th floor, apartment 241 – rooms 1 through 20; 46th floor, apartment 241 – rooms 21 through 24, 24a, 25 through 29, 29a, and 30 through 41; 47th floor, apartment 241 – rooms 42, 43, 43a, 44 through 48, 48a, 49 through 57, 57a, 58, and 59, and; 48th floor, apartment 241 – rooms 60, 60a, and 61 through 65. The condition of the residential property is suitable for habitation. Lessor ___________________________________ Lessee ___________________________________ Certificate of Residential Property Transfer and Acceptance City of Moscow May 1, 2013 Based on the residential lease agreement dated April 29, 2013, the Representative Office of the firm NEW TRINITY LIMITED (the Lessor) has transferred, and Yuriy Bentsionovich Milner (the Lessee) has accepted, an apartment that is located at the address 79 Aviatsionnaya St., Bldg. 1, Section 1, Apt. 241, Moscow (hereinafter – the property), and that has the following characteristics: 45th floor, apartment 241 – rooms 1 through 20; 46th floor, apartment 241 – rooms 21 through 24, 24a, 25 through 29, 29a, and 30 through 41; 47th floor, apartment 241 – rooms 42, 43, 43a, 44 through 48, 48a, 49 through 57, 57a, 58, and 59, and; 48th floor, apartment 241 – rooms 60, 60a, and 61 through 65. The condition of the residential property is suitable for habitation. This certificate has been prepared in two copies that have identical legal force. TRANSFERRED BY: LESSOR ________________[signature]_______________ ACCEPTED BY: LESSEE ________________[signature]_______________ [Seal of the Representative Office of the firm NEW TRINITY LIMITED (Bahama Islands) in the city of Moscow, taxpayer identification number-, State Registration Number (SRN) 11851] ADDENDUM TO THE RESIDENTIAL LEASE AGREEMENT DATED APRIL 29, 2013 City of Moscow February 10, 2014 The firm NEW TRINITY LIMITED, located at the address Providence House, East Hill Street, PO Box N-3944, Nassau, Bahamas, represented by the head of the Representative Office of the firm NEW TRINITY LIMITED, located at the address 38 Donelaytisa Lane, Moscow, 125459, registration number 11851.3 in the Consolidated State Register of Representative Offices of Foreign Companies Accredited in the Russian Federation (RF), registered on January 26, 2012 [Russian Ministry of Justice (Minyust) State Registration Chamber (SRC) Federal Budget-Funded Institution (FBI) permit No. 12774.1 dated January 26, 2012], represented by Yelena Gennadyevna Bagudina, acting on the basis of a power of attorney, hereinafter referred to as the Lessor, being the party of the first part, and Yuriy Bentsionovich Milner, Russian Federation citizen passport series 45 08, No. 748674, issued by the Dorogomilovo District Internal Affairs Division (IAD) of the City of Moscow on March 21, 2007, subdivision code 772-075, registered at the address 4 Bryanskaya St., Apt. 3, Moscow, hereinafter referred to as the Lessee, being the party of the second part, hereinafter jointly referred to as the Parties, have concluded the present Addendum (hereinafter referred to as the Addendum) to the residential lease agreement dated April 29, 2013 (hereinafter the Agreement), concerning the following. Subject of the Addendum Pursuant to Paragraph 9.2 of the Agreement, the Lessee’s family shall reside at the Property with the Lessee. In order to avoid doubts, the Lessee and the Lessor hereby affirm that, for purposes of the Agreement, the makeup of the Lessee’s family shall include, among other family members, the Lessee’s mother-in-law Yelena Nikolayevna Bochkova, year of birth 1959. The Addendum has been prepared in two copies, one for each of the Parties, which have identical legal force. The Addendum shall go into effect as of the date on which both Parties sign it. 10. Addresses for Notifications and Banking Requisites of the Parties Lessor: Representative Office of the firm NEW TRINITY LIMITED Legal address: Providence House, East Hill Street, PO Box N-3944, Nassau, Bahamas Taxpayer identification number (TIN-/- Settlement account (s/a- at the METROPOL Commercial Bank (CB) Limited Liability Company (LLC) Correspondent account (c/a/- Bank identification code (BIC- Lessee: Yuriy Bentsionovich Milner Passport: Series 45 08, No. 748674 Issued by: Dorogomilovo District IAD of the City of Moscow On behalf of the Lessor ________________[signature]_______________ Lessee ________________[signature]_______________ [Seal of the Representative Office of the firm NEW TRINITY LIMITED (Bahama Islands) in the city of Moscow, taxpayer identification number-, State Registration Number (SRN) 11851]