Agreement on Payment of Bid Bond

Agreement on Payment of Bid Bond

(also as the “Agreement”)

By and between

Name:Komerční banka, a.s.

Registered office:Praha 1, Na Příkopě 33 house no. 969, Post Code: 11407

ID no.: 453 17054

Represented by:Ing. Pavel Procházka – Assets Appraisal and Recovery Manager

Mgr. Jan Kabilka – Debt Collection Manager

Incorporated in the Companies Register kept by the Municipal Court in Prague, Section B, Insert 1360

(“Promoter”)

And

For a legal entity:

Name:[ • ]

Registered office:[ • ]

ID no.:[ • ]

Represented by:[ • ]

Incorporated in the Companies Register kept by the [ • ], Section [ • ], File [ • ]

For a natural person:

Name:[ • ]

Residing at:[ • ]

Date of birth:[ • ]

(“Bidder”)

(The Promoter and the Bidder are hereinafter referred to collectively as “Parties”)

Initial provisions

On [●] the Promoter published the Call for Bids for Assignment of Claim against OOO Megapolis (“Call”), which claim is specified below, including accessories and all security under Russian law, in the selection procedure for the purpose of the selection of a buyer. This Call is governed by laws of the Czech Republic and is not a public tender for the most suitable bid under Section 1772 of Act no. 89/2012 Coll., Civil Code, as amended (“Civil Code”), a public offer under Section 1780 Civil Code nor a proposal for contract under Section 1731 Civil Code.

The principal of the Promoter’s claim against OOO Megapolis, seated at Levo Bulachnaya 24, 420 111 Kazan, Russian Federation (“Debtor”) amounts to EUR 21,920,337.04 (words: twenty one million nine hundred and twenty thousand three hundred and thirty seven euro four cents) (“Claim”) and includes accessories and all security under Russian law. The Promoter does not guarantee the existence and collectibility of the Claim. The Promoter’s Claim is connected to the funding of a residential complex (25 floors, 399 flats, commercial spaces, 400 parking spaces) in the centre of the city of Kazan (Tatarstan, Russian Federation). The construction of the residential complex took place during the period from 2010 to 2014. The building and the residential units satisfy the constructional and technical conditions for their transfer to the ownership of the buyers. Part of the residential units has already been transferred to the final owners. The Promoter’s Claim is secured by, inter alia, mortgages over the real estates owned by the Debtor, real estates owned by a third party and a third-party guarantee. More information is available in the data room under the terms and conditions laid down in the Call.

The Claim is insured under the export financing insurance contract against default risk no. [●] of [●] maintained with Exportní garanční a pojišťovací společnost, a.s., ID no. 45279314, registered office Vodičkova 34/701, 111 21 Praha 1, incorporated in the Companies Register kept by the Municipal Court in Prague, Section B, File 1619.The Bidder is aware of the fact that this insurance contract as well as any rights from this insurance contract do not pass onto the Bidderin connection with the assignment of the Claim.

For the purpose of selecting the bidder for the Subject of Sale the Promoter has announced a selection procedure (“SP”).The SP is governed by the Call, the documents or information contained in the Call and Promoter’s instructions.The Promoter is aware of the fact that the purpose of the SP is to find the bidder with the best bid for the purchase of the Claim in its entirety and this bidder if called on by the Promoter is obligated to sign with the Promoter the contract for the assignment of the Claim.

The Bidder confirms that it was made familiar with the Call (including other documentation specified in Annex no. 1).The Bidder declares that it was made familiar with the SP rules and other documents and information (including their later amendments) and fully accepts and agrees to comply with the same (unless stated otherwise in this Agreement in a specific case).

The Bidder declares that it was made sufficiently familiar with the Claim and its factual and legal condition.

The Bidder declares its genuine interest to participate in the SP, submit the offer (bid) and acquire the Claim.The offer (bid) shall be submitted by the Bidder under the terms and conditions laid down in the Call.

The Bidder acknowledges that the Bidder is authorized within the SP to enter into the contract for the assignment of the Claim (“Contract”) with the bidder who is selected in accordance with the applicable provision of the Call.

The Bidder declares that it is aware of the fact and agrees that the Promoter may in its sole discretion (and without any entitlements of the Bidder) dismiss for any reason all the submitted bids, not to announce the winner of the SP or cancel or terminate the SP at any time, up until the moment of the signature of the Contract (i.e. also after the announcement of the successful bidder).

Performance of duties in selection procedure

The Bidder declares and confirms by signing this Agreement that it is eligible to acquire the title to the Claim and is not a person excluded from the selection procedure under the terms and conditions of the Call.The Bidder further declares that it satisfies all the determined conditions of the SP and if it succeeds in the SP and becomes obliged to sign the Contract with the Promoter upon the latter party’s call, it will carry out all the necessary steps to obtain all the required statutory or contractual permits or approvals for the entry into the Contract.The Bidder shall submit to the Promoter certificates substantiating these facts, in accordance with term and conditions laid down in the Call.

The Bidder agrees to deposit with the Promoter (in particular with the aim to secure the Bidder’s obligations from this Agreement and the Contract) by no later than the end of the time limit for the submission of bids, i.e. by no later than 30 December 2016, 12:00 CET, a bond in the amount of EUR 100,000 (in words: one hundred thousand euro), (also as “Bond”) and do so by transferring the amount to the Promoter's account no. 115-1398810277/0100, IBAN CZ87 0100 0001 1513 9881 0277, SWIFT KOMBCZPPXXX.Payment means the crediting of the amount to the Promoter’s account; Bidder’s ID no. / OGRN or birth certificate number shall be used as the variable code, and the note will state bond + name of the Debtor.If the Bidder’s bid is not selected by the Promoter as the winning bid, the Bond shall be refunded within no later than 30 calendar days from the expiry of the time limit for the submission of bids under Article 6 of the Call.The Bidder is not entitled to demand the refund of the Bond before the expiry of 30 days from the end of the time limit for the submission of bids.

The Parties expressly agree that if the full amount of the determined Bond is not paid to the Promoter in the defined manner by no later than 30 December 2016, 12:00 CET, this Agreement shall become invalid and ineffective (cancellation condition) and the Bidder shall forfeit the right to participate in the SP.

By singing this Agreement the Promoter declares that the provided Bond will be deposited on its account and may only be disposed of by the Promoter in compliance with this Agreement.

The Bond shall bear no interest.

Obligations of successful bidder

If invited by the Promoter to sign the Contract, the Bidder hereby undertakes to:

a) enter into (sign) the Contract with and upon the invitation of the Promoter and under the terms and conditions set forth in the Call and

b) pay the Price for the assignment of the claim.

Some conditions for signature of Contract

The Parties have agreed that before it is signed the Contract, which forms an annex to this Agreement, will be supplemented in particular with the current identification data of the Parties, the signature dates and the amount of the Price for the assignment of the Claim.

The Parties agree that, if from the moment of the signature of this Agreement until the moment of the planned signature of the Contract there is a change in the status of the Claim or its security, such fact shall not be a reason for the expiry of the Bidder's obligation to sing the Contract upon Promoter's invitation and under the Contract pay the Price for the assignment of the Claim.

Partial payment of Price for assignment of claim

If the Bidder becomes obliged under the Contract to pay the Price for the assignment of the Claim, the Parties agree that in such event the Bond shall be regarded as a partial payment of the Price for the assignment of the Claim.

Contractual penalties

The Parties agree that the Bidder shall have the obligation to pay the Promoter a contractual penalty equivalent to the deposited Bond in the event of breach of the following obligations of the Bidder:

a)pay duly and in time the Price for the assignment of the Claim less the Bond deposited under this Agreement

b)breach of some other obligation of the Successful Bidder in consequence of which the Contract is not signed; or

c)obtain all the permits for the signature of the Contractual Documentation within the determined time limits; or

d)fail to prove that it is not a person excluded from participation in the SP under Article 7 of the Call.

Further, the Parties agree that the Promoter shall be entitled to demand that in addition to a contractual penalty the Bidder also pays compensation of damage beyond the amount of the contractual penalty.

Final provisions

Unless agreed otherwise in this Agreement, the mutual rights and obligations of the Parties are subject to the general provisions of Czech legal regulations, excluding the application of the conflict-of-law rules of private international law.

For the avoidance of any doubt, the Parties expressly state that where this Agreement refers to the Bidder’s obligation to deposit any financial amount defined as the Bond, the Bond means an innominate obligation and the Bond shall not be regarded as earnest money (as defined in Civil Code).

The Parties agree that they will exert all efforts to resolve their disputes, if any, arising from this Agreement amicably through a new provision or in the form of amendments to the Agreement.All disputes arising from or in connection with this Agreement shall be finally decided by the Arbitration Court attached to the Chamber of Commerce of the Czech Republic and the Agricultural Chamber of the Czech Republic according to its rules by three arbitrators.

Should any of the provisions of this Agreement be invalid or ineffective, the validity and effectiveness of the remaining provisions of this Agreement shall not be affected.In such event the invalid or ineffective provisions shall without undue delay be substituted with such provisions which correspond as much as possible to the original purpose of these invalid or ineffective provisions.The Agreement may only be changed by written amendments approved and signed by all Parties.

The Parties declare that they regard this Agreement as an innominate agreement and consider the rights and obligations contained herein entirely definite and clear.Further, the Parties declare that unless stipulated otherwise in this Agreement, the interpretation of the definitions contained in the Call shall be applied mutatis mutandis to the interpretation of the individual expressions used herein (especially those with initial capital letter). The Bond is not a deposit under the provision of Section 2680 Civil Code.

This Agreement is drawn up in 2 counterparts, of which each Party accepts 1 counterpart.The annexes mentioned in the text form an integral part of this Agreement.

For the purposes of communication and payments the Parties have agreed the following contacts:

Promoter

Service address:...... ……………

Electronic address:......

Phone: +420 ......

Contact person:…

Bidder

Bank connection:……………..

Service address:……

Electronic address:......

Fax:......

Phone:......

Contact person:......

The Parties declare that they have read this Agreement, understood its content and approved its text, in witness whereof they attach their signatures or signatures of their authorized representatives.

This Agreement becomes valid and effective on the day of its signature.

Annexes:

No.1 – Call for Bids for Assignment of Claim against OOO Megapolis

No. 2 – Approved text of the Contract for Assignment of Claim

No. 3 – Identification of Bidder

In………………….. dated …………………… 2016 / In………………….. dated …………………… 2016
______
Komerční banka, a.s.
Ing. Pavel Procházka / ______
Komerční banka, a.s.
Mgr. Jan Kabilka
In………………….. dated …………………… 2016
______
Bidder
……………………………….