INVESTMENT AGREEMENT

The Republic of Belarus, represented by Minsk City Executive Committee in the person of Mr. Ladutko Nikolay Alexandrovitch, the Chairman of Minsk City Executive Committee, acting on the basis of the Law On Local Government and Self-administration in the Republic of Belarus No 108-3 dated 4th of January, 2010 (hereinafter referred to as the Republic of Belarus) on the one hand and

Legal name of the Company (sole proprietor) or name of the physical person), represented by name, position acting undercharter, statute or other document confirming the authority (hereinafter referred to as the Investor), on the other hand,

together hereinafter referred to as the Parties and individually as the Party,

guided by the Investment Code of the Republic of Belarus, the Decree of the President of the Republic of Belarus No 10 dated 6th of August 2009 On setting additional preferences for investment activity in the Republic of Belarus, the Resolution of the Council of the Ministers of the Republic of Belarus No 1058 dated 6th August 2011, expressing mutual interest in establishing the conditions for successful fulfillment of the investment project defined in the present agreement have concluded the present investment agreement on the following:

DEFINITIONS

1. Unless otherwise is specified, the terms and definitions listed below have following meanings in the present investment agreement:
body of state authority Minsk City Executive Committee;
investment assets, including monetary funds, securities, equipment and results of intellectual activity, belonging to investor or towards which he has a proprietary right and which Investor invests into the objects of investment activity in order to secure profits or achieve other significant results.
investment activity operations of the Investor on investing into the investment project, defined by the present agreement.
investment project full name of the investment project
investor individual person or legal entity engaged in investment activity, its registration place, No and date
object the result of the implementation of the investment project. Terms, not specified in the present agreement, are used in definitions stated by legislative acts of the Republic of Belarus .

GENERAL PROVISIONS

2. Subject of the present Agreement is investment activity carried out in the Republic of Belarus for the purpose of implementation of the investment project.
3. Object of investment activity is creation in the result of implementation of the investment project _____________ in Minsk on piece of land of _______.
The area of the land plot and technical characteristics of the object are defined more exactly after design and estimate documentation is prepared.
4. The total period of investment (period of investment project implementation) is __________ , including:
    1st stage. Getting in the prescribed manner approved act of choosing the location of the land: ______________ (timeline for the beginning and the end of the period are to be defined).
    2nd stage. Development of project (project-estimate) documentation, taking into account the passage of state examination, receipt of Minsk City Executive Committee decision about granting the land and permitting the construction: ____________ (timeline for the beginning and the end of the period are to be defined).
    3rd stage. Construction of the object: ________ (timeline for the beginning and the end of the period are to be defined).
Starting complexes of the construction: ___________ .

In the case of allocation of the starting complexes of the construction the end of the construction of a starting complex is the date of approval in prescribed manner of the act of commissioning of a start-up complex.
The end of the facility is a date of approval in the prescribed manner of the act of commissioning of the last start-up complex.

In the case of the absence of the starting complexes of construction the end of the construction of the complex is the date of approval in the prescribed manner of the act of commissioning of the completed project

5. Total investment volume under the present agreement is no less than __________ , including
    1st stage ______________ .
    2nd stage _____________ .
    3rd stage ______________ .
______________________ (to specify in case of presence of phases of construction).

Country of origin of investment ___________________________ .

The sum of investment stated here is minimal and can be revised upwards after design and estimate documentation is prepared and approved

RIGHTS AND OBLIGATIONS OF THE PARTIES

6.Investor is obliged to:
  • secure the implementation of the investment project according to the terms, stated in the present agreement
  • observe investment, finance, taxation, labor, environment and other legislative acts of the Republic of Belarus;
  • compensate in case of non-observance or improper observance of the obligations under the present agreement the amounts of preferences provided according to the Decree of the President of the Republic of Belarus No 10 dated August 6th 2009 and the present agreement;
  • in established order effectuate the construction of the object, including financing of preparation of land documents, as well as technical documentation concerning engineering facilities of the object (technical conditions), compensation of budget funds spent on preparation of land documents if needed, ensure timely putting the object into operation as well as state registration of the right to possess immovable property, bare all corresponding expenses;
  • effectuate and finance the construction and transporting of the outer utilities needed for the construction of and operating the object, as well as designing and constructing of the objects of transport and engineer infrastructure, needed for the functioning of the object till the drawn-off points according to the technical conditions of exploiting organizations;
  • compensate in established order the losses to land users caused by the withdrawal of the land plot or by temporary seizure of land plots, by the demolition of immovable objects situated on the land plot, as well as by the limitation of the rights of land users or degradation of the lands in the result of actions, undertaken by the investor who is given the land plot in case of their presence;
  • in case the land plot granted to the investor is reclaimed to take all the required measures to make the land usable again, including, if necessary, land recultivation, and demolition of immovable objects or unaccomplished capital buildings, or those finished but not used by investor belonging to the investor;
  • not to undertake any actions aimed to gain any advantages in investment activities, which do not correspond to the requirements of good faith and reasonableness and may cause losses for the competitors or damage their good name, as well as not to undertake any actions (omissions), aimed to ban, restrain, or eliminate competition, to harm rights and freedoms, legal interests of customers;
  • in established order submit to the regional statistical service according to the established form the information concerning the amounts of the investment into fixed capital;
  • by the inquiry of Minsk City Executive Committee to submit the information concerning the implementation of the investment project and the amounts of drawn investment as well as statistic data in the cases and the order, established by the Law ;
  • to use for project implementation not less than 70% of the raw materials and components produced in the Republic of Belarus and ensure not less than 60% of works produced by organizations-residents of the Republic of Belarus;
  • to ensure financing of the investment project through foreign direct investment in the amount of not less than 70% of the sum stipulated in clause 5.
7. The investor has the right:
  • to construct objects stipulated by the investment project simultaneously with the development, expert examination, and approval in the established order of the design and estimate documentation for each of the stages of construction with simultaneous designing of subsequent stages of the said construction. In case of using design documentation, prepared according to foreign norms and standards in the field of construction which are put into force on the territory of the Republic of Belarus, there should be done linkage of objects to their placement subject to technical specifications for engineering facilities and to the results of geological and geodesic exploration. In other cases of using design documentation which is prepared abroad, there should be done its adjustment in order to correspond legislative acts and technical standards of the Republic of Belarus;
  • to select without holding tenders general developer, general and subcontractors for designing, constructing and other activities for construction of the objects, stipulated by investment agreement, as well as for their renovation, reconstruction, restoration, and equipping with services and utilities;
  • to be allotted, on the right of lease, without holding an auction, a land plot of the required size for the construction of objects stipulated by the investment projects (hereinafter the land plot), with formalization of necessary documents for the allocation of the land plot simultaneously with construction works. At the same time, before state registration in established order of the objects created within investment project and emerging of corresponding rights, the investor does not have the right to settle bargains with these objects and/or with land plot which lead or provide for lapse of right to other persons;
  • to construct objects, stipulated by investment project, with the right to remove objects of flora without compensating the cost of the objects being removed. Wood received is sold in established order;
  • for deduction of value added tax (with exception of the sums which are not subject to such deduction according to legislation) paid on goods (services), acquired (imported on the territory of the Republic of Belarus) property rights, used for designing and constructing (reconstructing), fitting the objects, stipulated by investment agreement, despite the amount of value added taxes calculated on selling of goods and services or property rights. The grounds for such tax deduction is a list of goods/services, property rights acquired (imported on the territory of the Republic of Belarus) and used for designing and constructing (reconstructing), fitting the objects, stipulated by investment agreement, with indicating such amounts of value added tax, submitted by the investor and/or the organization created in the established order by that investor or with its participation to taxing authorities. This list is to be agreed in established order;
  • for remitting to the republic budget the payment for the right to conclude the contract on land plot lease;
  • to be released from land tax or rent for land plots owned by the State, provided for building of the objects under investment agreement for the period of designing and building of these objects till 31st December of the year following the year in which the construction was finished;
  • to be released from compensation of losses of agricultural and/or forestry production, caused by the seizure of lands for implementation of the investment project;
  • to be released from payments into innovation funds during total term of validity of investment agreement;
  • to be released from payment of import customs duties (in the light of international obligations of the Republic of Belarus) and value added tax, imposed by customs authorities when importing to the territory of the Republic of Belarus technological equipment (components and spare parts to it) with aim of using it on the territory of the Republic of Belarus for the implementation of the investment project. The confirming document is a list of goods imported by the investor and/or the organization in the established order created by that investor or with its participation for implementation of the investment project. This list is to be agreed in established order. In the case of improper use of the goods imported with such a benefit, the customs duties and value added tax are to be recovered in accordance with the legislation;
  • to be released from value added tax and income tax which are to be paid on gratuitous transfer of capital buildings, isolated premises, unaccomplished capital buildings and other items of fixed assets, that are transferred in established order for implementation of investment project into ownership of investor and/or an organization in established order set up in the Republic of Belarus by investor or with his participation;
  • to be released from payment of the state duty for the issue of permits to employ in the Republic of Belarus foreign labor force, special permits to be engaged in labor activity in the Republic of Belarus, and foreign citizens and stateless persons which are employed by investor or and/or an organization in established order set up in the Republic of Belarus by investor or with his participation for the implementation of investment project, - for the issue of permit of temporary stay in the Republic of Belarus.
8. The Republic of Belarus is obliged
  • to ensure stability of the rights of the Investor and protection of the investments according to the present agreement and legislative acts of the Republic of Belarus;
  • to grant to the investor all the preferences listed in clause 7 of the present agreement
9. The Republic of Belarus has the right:
  • to cancel unilaterally its obligations under the present investment agreement in case of material violation by the Investor of his obligations, including non-observance of the design time, stipulated in the Plot Allocation Act;
  • to be compensated by the Investor in case of non-observance or improper observance of his obligations under the present agreement the amounts of preferences provided to the Investor according to the Decree of the President of the Republic of Belarus No 10 dated August 6th 2009 and the present agreement;
  • to impose punishment according to the legislation of the Republic of Belarus and the present agreement for the violation of the present agreement;
  • to declare the Plot Allocation Act void in case of violation of the time of designing, and to withdraw according to the established procedure the land plot granted for the construction of the object in case of violation of the construction time of the object;
  • to control the implementation of the investment project and fulfillment by the Investor of the undertaken obligations;
  • to cancel the leasehold of the plot on the basis required by the legislation of the Republic of Belarus.

RESPONSIBILITY

10.Guilty party is obliged to compensate according to the legislation the real damage suffered by the other party in case of non-observance or improper observance by the guilty party its obligations under the present agreement.
11.The Investor bears responsibility for failure to fulfill its obligations under the present agreement according to the legislation of the Republic of Belarus and the present agreement.
12. In case of the violation of the periods of implementation of the investment project stipulated in Clause 4 of the present agreement (beginning and termination of each stage or phase of construction) by the Investor, the Investor is obliged to pay out to the Republic of Belarus a penalty of 0.01% of the sum stipulated in Clause 5 of the present agreement (on corresponding stage or phase of construction) for each day of the violation but not more than 10% of this sum.
13. If the period of construction of the object under the present agreement exceeds the normative period of its construction, stipulated by design documentation for the object, the Republic of Belarus has the right to demand for paying out by the Investor a penalty of 0.01% of the estimated cost of the object for each day of the violation but not more than 10% of this sum
14. If there are grounds for paying out a penalty according Clause 12 and Clause 13 simultaneously the Republic of Belarus has the right to demand paying out a penalty based on only one of these reasons.

FORCE-MAJEURE CIRCUMSTANCES

15. Neither Party is responsible for full or partial non-fulfillment of its obligations if such non-fulfillment was due to force-majeure circumstances, such as floods, fires, earthquakes other natural disasters, military operations, acts of terrorism and industrial actions which arouse after the present agreement had been concluded and influenced the improper fulfillment of the present agreement.
16. The party, unable to fulfill properly its obligations under the present agreement due to force-majeure circumstances is obliged to notice the other Party in written about the commencement, alleged duration and termination of force-majeure circumstances, mentioned in Clause 15 of the present agreement not later than in 15 days after their occurrence. The facts given shall be proved by the competent authorities.
17.If any of force-majeure circumstances mentioned in Clause 15 of the present agreement influenced directly the periods of fulfillment of the obligations under the present agreement, these periods are prolonged for a period of the duration of the mentioned circumstances.
18.Absence of notification or improper notification of the commencement of force-majeure circumstances does not allow to the Party to reference them as the grounds for the excuse for non-fulfillment or improper fulfillment of its obligations under the present agreement.
19. If the duration of force-majeure circumstances exceeds 180 calendar days each Party has the right to annul the agreement unilaterally in the order established in the Clause 28 of the present agreement.

PROCEDURE AND PLACE OF JURISDICTION CONNECTED WITH THE AGREEMENT

20.If differences or disputes arise out of the present agreement the Parties shall make efforts to settle them amicably by way of holding negotiations, respecting mutual interests. Pretrial procedure of settling disputes is considered obligatory. Written claim is to be treated in the course of 30 calendar days from the date of receipt.
21. All disputes, differences and claims arising out of the present agreement are to be treated according to legislation of the Republic of Belarus in Minsk City Commercial Court.
22. The law applicable to the present agreement is the law of the Republic of Belarus.
23. On all issues not covered by the present agreement the Parties are to be guided by the legislation of the Republic of Belarus

CONFIDENTIALITY

24. Provisions of the present agreement and of its enclosures are confidential.
25. The Parties are obliged to observe the legislation of the Republic of Belarus in the field of confidentiality of the information and commercial secrets

TERM OF VALIDITY

26. The present agreement enters into force from the day of its state registration in the State Register of Investment agreements with the Republic of Belarus and is valid till complete fulfillment of the obligations by the Parties.
27. The present agreement can be terminated in the following cases:
  • fulfillment by the Investor of its obligations under the present agreement;
  • liquidation of the Investor;
  • by agreement of the Parties (on the initiative of one of the Parties);
  • through the realization by the Republic of Belarus its right to unilateral termination of the agreement according to Sub-clause 9.1 of Clause 9 of the present agreement.
In case of termination of the agreement the Republic of Belarus does not compensate to the Investor the costs, suffered by the Investor during implementation of the investment project, except the cases, expressly specified by the law of the Republic of Belarus

28. The Party, intending to terminate the present agreement, informs the other Party 30 calendar days in advance.
29. The present agreement can be amended and altered by agreement of the Parties while the investment project is being implemented.
All the amendments and alterations are to be drawn in written, are signed by the authorized representatives of the Parties, are an integral part of the present agreement and are subject to the state registration in the State Register of Investment agreements with the Republic of Belarus in the established order.

FINAL PROVISIONS

30. The present agreement is drawn up in 2 (two) original copies in the Russian and English languages, one copy for each party. All the copies are identical and have equal legal force.
31. In case of contact details alteration the Parties shall inform each other in written in the cause of 5 days.
32. The present agreement is subject to the state registration in the State Register of Investment Contracts with the Republic of Belarus in the established order.

CONTACT DETAILS AND SIGNATURES

For the Republic of Belarusfor the Investor
Minsk City Executive Committee

Minsk 220050 Independence Ave, 8 r/s3604740104015 the branch of OJSC 539 "Belinvestbank", code 739

UNP 100621571

Chairman ___________________N.A. Ladutko
M.P.