Agreement on investment project realisation

Appendix #1

to the Contract for renting the plot, that is a state property of Altai region, situated on the territory of gambling zone «Siberian Coin».

Dated ___________#__________

AGREEMENT

on investment project realisation

city of Barnaul ___________________20_

Chief economy and investment department of Altai region, herein after referred to as “Authorised body” represented by Vice governor, Head of Chief Department Michael Pavlovich Shchetinin, acting under the Chief department regulation, on the one side and _____________________________________________________________________________ ____________________________________________________(investor’s name) herein after referred to as “Investor” represented by _____________________________________________ __________________________________________________ (position and name) acting under _____________________________________________________________________________ ___________________________________________________________________________________________________(title deed for authorising the Agreement conclusion) on the other side, herein after collectively referred to as "Parties", and individually as "Party", on the basis of Federal law # 244-ФЗ "On regulating gambling activities and changes in some legal acts of the Russian Federation”" dated December 29, 2006, and Altai region Administration regulation #388 dated September 9, 2009 " On regulating gambling activities performed on the gambling zone “Siberian Coin” territory situated in Altaiskiy district, Altai region” and the Memorandum of tender results #_____ dated _________20__ have entered into the following  Agreement on the investment project realisation (herein after referred to as Agreement):

1. SUBJECT OF AGREEMENT

1.1. Investor of the present Agreement shall implement construction financing of ___________________________________________________________________________________________________________________ (description of a facility or facilities according to the land plot development plan), to provide construction, including geotechnical survey, under the terms mentioned in the present Agreement.

1.2. The present Agreement is the Appendix to Contract for renting the plot situated on the territory of gambling zone «Siberian Coin» in Altaisky district, that is a state property of Altai region (herein after referred to as Contract for renting).

2. FINANCING OF INVESTMENT PROJECT DEVELOPMENT

2.1. Investor shall implement financing of project development including geotechnical survey at his/her own expense and/or debt funds at amount no less than ______________ mln. roubles.

2.2. Within 10 (ten) calendar days since the Contract for renting has been officially registered, Investor shall provide the Authorised body with the payment schedule and capital expenditures plan according to the templates stated in Appendix 2 and Appendix 3 of the present Agreement. The data given in annual payment schedule (Appendix 2) and annual capital expenditures plan (Appendix 3) must correspond with Table 1 and Table 3 of the investment project realisation business-plan (Appendix 1).

Investor shall provide Authorised body with an annual payment schedule and capital expenditures plan, drafted according to the templates stated in Appendix 2 and Appendix 3 of the present Agreement on the annual basis no later than November 10 of the preceding year.

3. THE PERIOD OF INVESTMENT PROJECT DESIGN AND CONSTRUCTION WORKS IMPLEMENTATION. PROPOSED DEVELOPMENT OWNERSHIP.

3.1. Investor shall provide Investment project funding and construction, including geotechnical survey works, in the way that ensures completion of the proposed development by _____ 20__. The completion of proposed development construction is proved by its launch into operation that is supported by a proposed development commissioning certificate issued by an Authorised body. The Investor shall provide the Authorised body with a copy of the commissioning certificate within 3 (three) business days from the date it has been obtained.

3.2. Within 10 (ten) calendar days from the date the Contract for renting has been officially registered Investor shall obtain from the Authorised body the endorsement of design and construction schedule according to the templates stated in Appendix 4 of the present Agreement. The deadline and financing amount stated in the schedule are to correspond with Table 1 of investment project realisation business-plan (Appendix 1).

3.3. Design documentation is to be prepared according to the design and construction schedule (Appendix 4) and duly approved in the order defined by the current legislation and the Agreement, as well as presented by Investor to an Authorized body.

3.4. Within 3 (three) work days from the date the planning permit has been obtained, Investor shall notify the Authorised body.

3.5. Investor shall at his expense provide state title registration of proposed development ownership within 30 (thirty) calendar days from the date the proposed development has been commissioned.

4. INVESTMENT PROJECT CONSTRUCTION SUPERVISION

4.1. To monitor proposed development construction, the authorized body has the right to examine the following:

4.1.1. design documentation development stages;

4.1.2. contract documentation including agreements (contracts), concluded between Investor and contractors;

4.1.3. turnover of construction documents;

4.1.4. actual volume of geotechnical survey, construction works and their quality;

4.1.5. conformance inspection of construction works;

4.1.6. construction works quality control and inventory delivery;

4.1.7. engineering supervision.

4.2. In order to ensure the enforcement of the Authorised body right, stated in Provision 5.1 of the present Agreement, Investor shall:

4.2.1. provide Authorized body with documentation requested by Authorized body within 5 (five) calendar days from the date the correspondent request has been acquired in both paper and electronic form;

4.2.2. provide free access to the proposed development construction site for the Authorized body employees;

4.2.3. provide his/her representatives and contractors representatives participation in committees established by Authorized body in order to perform inspections.

4.2.4. inform Authorized body about Investment project financing, design and construction works according to the template and within the period stated by present Agreement.

4.2.5. provide information about contractors employed to implement design and construction works of the proposed development.

4.3. Investor shall inform Authorized body about:

4.3.1. design documentation development progress on a monthly basis, no later than on the tenth day of the month following the reporting one according to the template stated in Appendix 5 of the present Agreement;

4.3.2. proposed development progress of construction works on a monthly basis, no later than on the tenth day of the month following the reporting one according to the template stated in Appendix 6 of the present Agreement;

4.3.3. financing of proposed development construction (owned or debt funds) on a monthly basis, no later than on the tenth day of the month following the reporting one according to the template stated in Appendix 8 of the present Agreement;

4.3.4. capital expenditures spending (owned or debt funds) monthly, no later than on the tenth day of the month following the reporting one according to the template stated in Appendix 6 of the present Agreement;

4.3.5. investor activity results on a monthly basis, no later than on the tenth day of the month following the reporting one according to the template stated in Appendix 6 of the present Agreement.

4.4. Authorized body has the right to request Investor for any information to check the compliance with obligations stated in the present Agreement.

4.5. Templates and the procedure of information, plans and schedules disclosure can vary only if coordinated with an Authorized body.

5. RESPONSIBILITY OF PARTIES

5.1. In case obligations under present Agreement were not fulfilled properly or have been otherwise violated, Parties take responsibility under present Agreement and current legislation of Russian Federation.

In case obligations under present Agreement were not fulfilled properly or have been otherwise violated by the Investor, the Authorised body is eligible to claim full actual damages, including expenses that the Authorised body bears or will bear to restore its rights, namely:

- expenses of Authorized body to perform further investors selection;

- other expenses required to perform activities that suffer their operational relevance due to the failure of proposed on-time construction development;

- other expenses.

5.2. In case of the Agreement premature termination caused by Investor’s material breach of Agreement, the latter shall pay the penalty at the amount of 5 (five) percent of the capital expenditures, stated in Provision 2.1 of the present Agreement.

5.3. Penalty payment does not provide Investor any exempt from fulfilling obligations accepted under the present Agreement.

5.4. Investor bears responsibility for defects revealed within the proposed development construction process. Those include construction quality control defects, installation and adjustment works defects, design documentation deviations, failure to meet work execution plan, construction management and technical documentation requirements. If defects are revealed, Investor shall eliminate them at his/her own expense as soon as possible.

5.5. The Authorized body does not bear any responsibility for Agreements (contracts) concluded between Investor and other parties.

6. FORCE MAJEURE

6.1. Parties shall not be liable for total or partial failure to perform the obligations under present Agreement in case such failure has been caused by uncontrollable force after present Agreement has been concluded, i. e. emergency and unavoidable circumstances such as military operations, epidemics, blockade, embargo, as well as earthquakes, floods, fires and other natural disasters.

6.2. In case of uncontrollable force events reference, the Party that can not fulfill obligations under the present Agreement must notify another Party about the circumstances in written form within 3 (three) days.

Since force majeure circumstances have occurred, the present Agreement is terminated for a period determined by the Parties.

7. PREMATURE TERMINATION OF AGREEMENT

7.1. Authorised body is eligible to initiate the process of Agreement premature termination at his sole discretion by sending relevant Notice in case Agreement material breach, caused by Investor, takes place. Before the Notice is sent, the Authorized body shall provide Investor with a written Breach of Agreement conditions in order to provide Investor with a remedial period.

Non-compliance with requirements defined in the written Breach of Agreement conditions within the period specified is the reason for the Authorized body to initiate the Agreement premature termination procedure at his sole discretion.

7.2. The following Agreement breaches are considered to be material;

7.2.1. failure to comply with proposed development design and construction deadlines;

7.2.2. failure of the proposed development to comply with the design and construction requirements;

7.2.3. investor’s failure to comply with obligations stated in Provision 4.3 of present Agreement.

7.3 The present Agreement is considered to be terminated from the date the Investor receives a Notice stated in Provision 7.1 of the present Agreement.

7.4. Contract for renting dated "___"___________ # ___ is considered to be terminated in case of the present Agreement termination.

8. ARBITRATION

All disputes arising from present Agreement shall be resolved by means of negotiation between the Parties.

In case no consensus with regard to any such disputes achieved, disputes under present Agreement are to be resolved in the Altai region Arbitration Court.

9. FINAL PROVISIONS

9.1. In case of a Party address or other requisites change it is obligatory to notify other Parties in a written form within a week from the date the change takes place.

9.2. Investor is not eligible to transfer the rights and obligations under present Agreement to a third party.

9.3. All matters not covered by present Agreement the Parties shall refer to current legislation.

9.4. In case of present Agreement termination, the expenses incurred by the Investor to fulfill obligations under present Agreement are not refundable.

9.5. All Appendices of the present Agreement represent its integral part and are compulsory for the Parties to comply with.

9.6. The following Appendices are the integral part of the Agreement:

Appendix 1. The Investment project realisation business-plan (the business-plan template was approved by the Decree of Chief economy and investments department of Altai region # П/1753/06-01 “On documents templates approval, submitted by organizations and sole traders, claiming governmental support under the Decree of Altai region Administration #437 “On measures taken to stimulate Altai region investment activity” dated 15.09.2007).

Appendix 2. The annual payment schedule of the proposed development construction in the gambling zone «Siberian Coin».

Appendix 3. The annual capital expenditures plan of the proposed development construction in the gambling zone «Siberian Coin».

Appendix 4. The annual design and construction schedule of the Investment project realisation in the gambling zone “Siberian Coin”.

Appendix 5. Information on the design documentation progress.

Appendix 6. Information on construction and installation works progress of the proposed development in the gambling zone «Siberian Coin».

Appendix 7. Information on construction financing of the proposed development in the gambling zone «Siberian Coin».

Appendix 8. Investor activity results on the territory of the gambling zone «Siberian Coin».

9.7. Present Agreement is made in 3 (three) counterparts bearing equal legal effect:

the first copy is provided to Authorized body;

the second copy is provided to Investor;

the third copy is provided to Federal Registration Service Directorate of Altai region.

10. PARTIES REQUISITES AND SIGNATURES

Chief economy and ____________________________________

investment department

of Altai region ____________________________________

(Full Investor’s name)

Address: Address:

118 Komsomolsky prospect,

Barnaul, Altai region,

Russian Federation,

Address for correspondence: Address for correspondence:

118 Komsomolsky prospect,

Barnaul, Altai region,

Russian Federation,

Phone: ++(38, 669519 Phone:

Fax: ++(38 Fax:

E-mail: *****@***ru E-mail:

Account requisites: Account requisites:

Stat financial settlements centre

Of Bank of Russia, Altai region

branch, Barnaul

Operating account:

;

PSRN: ;

BIN: ;

TIN: ;

TC: ;

Signature: Signature:

_______________/M. P. Shchetinin/ _______________/_______________/