(Edition dated 03/10/2022)

In accordance with Articles 435, 437, 438 of the Civil Code of the Russian Federation, Lurie, Chumakov and Partners Limited Liability Company, PSRN 1167746282857 (“Contractor”), offers any legal entity, individual entrepreneur or capable individual to conclude a contract for the provision of legal services (“Agreement”) on the terms specified below, and will consider itself to have entered into such an agreement with the person who accepts this public offer (“Offer”).

Acceptance of the Offer ("Acceptance") is carried out by means of payment to the bank account indicated below, in the amount of at least one Russian ruble, provided that the payment order contains the email address in the payment purpose, which will subsequently be used by the person who made the Acceptance ("Customer") for electronic interaction with the Contractor ("Email").

The Agreement will be considered concluded with the Customer on the date of receipt of funds to the bank account (“Acceptance Date”) using the following details of the Contractor:

OOO LURE, CHUMAKOV I PARTNERY
Acc.: 40702840510000017106
Beneficiary Transit Account 40702840620000017106
Beneficiary bank: Tinkoff Bank
SWIFT: TICSRUMMXXX
Beneficiary's bank address: 38A, BLD. 26, 2 KHUTORSKAYA STREET, MOSCOW, 127287
Intermediary: JPMORGAN CHASE BANK, N.A. NEW YORK, NY US
Intermediary SWIFT: CHASUS33XXX
Intermediary's account: 464650808

The Agreement can also be concluded by signing the Terms of Reference by the Parties in the tentative form given in Appendix 1 to the Offer, or in another form agreed by the Parties ("Terms of Reference"), provided that such Terms of Reference indicate that the Parties shall conclude the Agreement on the conditions given on the Internet at https://lch.legal/legal.

1. Subject of the Agreement

1.1. Pursuant to Agreement, the Contractor shall provide to the Customer, and the Customer shall pay as specified herein for the legal support services (hereinafter referred to as the "Services") rendered to the Customer. Services do not include the provision by the Contractor of accounting, financial and technical advice, unless otherwise agreed by the parties (hereinafter referred to collectively as the “Parties” and individually as the “Party”) in writing.

1.2. The Contractor shall provide the Services under the Statements of Work that are to be approved by the Parties and constitute an integral part hereof (hereinafter referred to as the "Statements of Work"). The Parties are entitled to coordinate legal services in another form in writing, as well as by exchanging messages by e-mail in accordance with the clause 9 of this Agreement. For the avoidance of any doubt, the Services listed in the Act on the provision of Services signed by the Parties (hereinafter referred to as the "Certificate") are considered agreed by the Parties in Statements of Work in accordance with the Agreement.

1.3. The results of Services rendered and other materials and information provided by the Contractor in connection with the provision of the Services under this Agreement (hereinafter referred to as the "Results") are intended solely for the use of the Customer and do not represent information that other individual or legal person may rely on. If the Customer intends to transfer the results of the provision of the Services or other materials and information or copies thereof to any individual or legal entity, the Customer must first inform this person of the impossibility to rely on the specified results for any purpose without the prior written consent of the Contractor.

2. Quality of Services

2.1. The Contractor is obliged to provide the Services with the appropriate quality, at the appropriate professional level, based solely on his experience and knowledge and at his own discretion. The Contractor does not give any guarantees or representations regarding the compliance of the Services with any standards, as well as the achievement by the Customer of any commercial results based on the provided Services.

2.2. The Customer is obliged to create the necessary conditions and ensure full, timely and reasonable assistance to the Contractor from management, employees, representatives and / or other consultants of the Customer for the proper provision of the Services, including without limitation:

(a) promptly provide the Contractor with the information reasonably requested by the Contractor in connection with the provision of the Services, including any documents, necessary explanations and confirmations, while the information provided should be complete, not obsolete, accurate and reliable;

(b) provide the Contractor with access to representatives of the Customer and / or other consultants to whom the Contractor deems it necessary to apply for information, clarifications and confirmations.

2.3. During the provision of the Services the Contractor has the right:

(a) to request additional information and documents from the Customer, if it is necessary for the qualitative provision of the Services;

(b) to provide the Services with the involvement of third parties, with the concluding confidentiality agreements with them, regarding information received as part of the provision of the Services on terms not less stringent than the confidentiality conditions included in this Agreement.

2.4. Unless otherwise agreed by the Parties, the Services are provided in accordance with the Russian law. Services are provided with the application of law and, if this is specifically clarified in the Statements of Work or otherwise in writing, of court practice as of the date the Result is sent to the Customer. The Contractor does not take any obligations to finalize the Results, taking into account any changes in the legislation and (or) law enforcement practice, except as part of a separate task of the Customer.

2.5. In the case of the provision of Services is related to tax legislation, the Results are not intended and cannot be used to obtain unreasonable tax benefits for the Customer and (or) other persons and (or) for evading the Customer and (or) other persons from paying taxes.

2.6. The Contractor is not responsible for the use of the Results by any third parties which are not the Customer, unless the Parties specifically stipulate in the Statements of Work or otherwise in writing that the Results will be used by these third parties.

3. Information

3.1. The Customer shall timely and in details inform the Contractor of all the facts, strategies, developments and discussions related to the provision of the Services under this Agreement.

3.2. The Customer understands and agrees that during the provision of the Services under this Agreement, the Contractor will use and reasonably rely on both the information provided by the Customer's representatives and the publicly available information, and that the Contractor does not take responsibility for conducting an independent evaluation of any information, whether obtained from public sources or otherwise provided to the Contractor (all information thus obtained is referred to as the “Information”). Accordingly, the Contractor has the right to accept and rely on the accuracy and completeness of the Information, and it is not required to verify the Information, the physical state of the property or assets, or to perform or receive an independent evaluation of any of the assets or liabilities in connection with the provision of the Services under this Agreement.

4. Acceptance of the Services

4.1. The Parties shall prepare a Certificate for the Services that have been provided. The Customer shall sign the Certificate or give its reasons for refusing to sign the Certificate in writing within five (5) business days after its receipt. Should the Customer fail to sign the Certificate or give its reasons for refusing to sign it within the time specified in this paragraph, the and the Services shall be deemed to have been signed and duly provided respectively. The Customer shall give its reasons for refusing to sign the Certificate in writing in accordance with the clause 9 of this Agreement.

4.2. The Contractor shall make changes to the deliverables of the Services provision correcting their drawbacks within seven (7) business days after the receipt of the Customer's reasons for refusing to accept the deliverables of the Services provision or after the Parties make a report including a list of the drawbacks of the relevant document prepared by the Contractor.

4.3. The Certificate or reasons for refusing to accept the deliverables is considered to be signed and sent properly if, in particular, it is signed by a simple electronic signature in accordance with the clause 9 of the Agreement.

5. Cost of the Services

5.1. The Parties shall agree on the Contractor’s fees for each particular Service either by email correspondence or in a Statement of Work, or, in exceptional cases, after the start of the Customer’s assignment. Unless otherwise agreed by the Parties as specified above, the Contractor's fee is determined based on the hours actually spent on the provision of the Services and the hourly rate of in the following way:

Position - Rate (USD)

Partner (co-founder) – 250

Advisor/ Counsel – 225

Senior Lawyer – 200

Lawyer – 175

Junior Lawyer – 150

5.2. In addition to the Contractor’s fee, the Customer shall compensate the Contractor for the amount of overhead costs, which include any expenses incurred on notary fees, on payment of state duties, payment of services provided by any third parties engaged by the Contractor to render the Services (including foreign legal advisers), flight and train tickets, accommodation, taxi, overweight luggage charges, daily allowances and any similar expenses. The Customer shall reimburse the Contractor for any overhead costs incurred by the Contractor in connection with the provided Services, when paying the fee for the relevant Services.

5.3. Simultaneously with the Certificate, the Contractor sends an invoice to the Customer. The Customer is obliged to pay for the Services within 5 (five) business days after the signing of the Certificate by the Parties, or after the expiration of the period of its signing established by clause 4.1. of the Agreement, unless otherwise agreed in the Statement of Work or otherwise in writing.

5.4. An invoice is considered to be signed and sent properly if it is also signed with a simple electronic signature in accordance with the clause 9 of the Agreement.

5.5. In order to avoid any doubt, payment of an invoice issued by the Contractor in accordance with the procedure described in clause 5.3 of the Agreement shall be considered as acceptance by the Customer of the Services for which invoices are paid, unless the invoice is issued for payment of an advance agreed in the Statement of Work or otherwise in writing.

5.6. The Contractor's Services are not subject to VAT on the basis of articles 346.12 and 346.13 of the Tax Code of the Russian Federation.

6. Timeframe for rendering Services

6.1. The Parties shall agree upon the Service provision period in the Statement of Work or by email correspondence.

6.2. In case of any unforeseen circumstances occur, which prevents the Contractor from providing the Services on the agreed dates, the Contractor shall inform the Customer of such circumstances, and the Parties shall agree upon postponing the provision of the Services.

6.3. The provision of the Services shall be suspended until the Contractor obtains any necessary information to render the Services if the Services cannot be further rendered without the requested information.

7. Confidentiality

7.1. The Parties shall keep the information that they receive from each other under this Agreement and which is not publicly available (hereinafter – the “Confidential Information”).

7.2. Except when otherwise explicitly provided by applicable law or this Agreement, the Confidential Information, in full or in part received by each Party from the other Party in any form including electronic media, may not be disclosed to third parties without the prior written consent of the other Party.

7.3. For the purpose of providing the Services and / or protecting its rights, the Contractor has the right to transfer Confidential Information without the prior consent of the Customer (a) to its employees and representatives, and the Contractor shall be liable to the Customer for the actions of such persons in respect of confidentiality with respect to Confidential Information, (b) to its legal and financial advisers, consultants, provided that the said persons have assumed or have obligations of confidentiality. The Contractor has also a right to store the received Confidential Information using cloud disks without additional coordination with the Customer.

7.4. Obligations of Parties to comply with confidentiality of Confidential information are valid during three years from the date of receipt of such information.

7.5. The Parties shall not be held liable for disclosure of any Confidential Information if:

(a) the information was or becomes publicly available in a manner other than as a result of its disclosure by a Party in violation of the terms of the Agreement; or

(b) the information was or becomes available to the Party on a non-confidential basis from sources other than the second Party to the Agreement; or

(c) the information was at the disposal of the receiving Party on a non-confidential basis, until it was received from the second Party to the Agreement; or

(d) such information is transmitted by the Party to a third party with the written consent of the second Party; or

(e) such information is subject to disclosure to auditors, an authorized state body or is otherwise subject to transfer to a third party in accordance with applicable law.

7.6. As soon as the Agreement ceases to exist, the Contractor may retain one copy of any document prepared by the Contractor during the provision of the Services, and a copy of any documentation used during the provision of the Services, to confirm that the Services have been provided to the Customer.

7.7. For the avoidance of any doubt, the Parties agree that, despite the provisions of this Agreement otherwise, the Contractor has the right to refer to the fact of the provision of the Services to the Customer without the prior written consent of the Customer, including a general description of the Services, in offers and other marketing materials (including those posted on the official website of the Contractor).

8. Liability of the Parties

8.1. Any Party that fails to fulfil or improperly fulfils its obligations hereunder shall reimburse the other Party for any losses in the actual damage amount caused by the improper fulfilment hereof. Neither Party shall be in any case held liable to the other Party for any loss of profit. In any case, the total amount of the Contractor’s liability is limited to the amount of fixed fee received by the Contractor from the Customer for the Services, in connection with the provision of which the Contractor’s liability arose.

8.2. Should the Customer fail to pay for the Services in a timely manner, the Contractor may require that the Customer pay a penalty at 0.2% of the outstanding fee amount for each day of delay.

8.3. The breaching Party shall pay the damages and penalty within five (5) business days after the other Party requires to pay them. The breaching Party will still have to fulfil its actual obligations hereunder regardless of its payment of the damages and penalty.

8.4. The Parties shall not be held liable if they fail to perform or not completely perform their obligations hereunder because of any force majeure events including, but not limited to: fire, flood, earthquake, hurricane, epidemic and any other acts of God; war and revolution, acts of terrorism, civil commotion, large-scale strikes and blockades, any similar circumstances of social life; acts or activities of any governmental authorities directly preventing the Party from performing its obligations hereunder; any other circumstances that may be considered force majeure events due to their nature and effect.

9. Electronic Interactions

9.1. An electronic document means an e-mail message containing in this message or as an attachment to it an electronic (created as a result of scanning a graphic file or as a result of saving a PDF file) image of the original document containing the signature of the authorized representative of the Party and the seal of the Party (if required by applicable law).

9.2. The parties exchange information in electronic form, particularly through the exchange of electronic documents signed with a simple electronic signature. The Parties hereby confirm electronic documents signed with a simple electronic signature as equivalent to paper documents signed with their own hand, if the Parties exchange the following electronic documents: an order for the Services, and (or) Results, and (or) a Certificate, and (or) an account, and (or) a reasoned refusal to sign the Act, and (or) an agreement to amend the Agreement, and (or) the Appendix to the Agreement, and (or) the Statement of Work.

9.3. The Parties have provided the following rules for determining the Party signing the electronic document by its simple electronic signature:

9.3.1. An electronic document is considered to be signed by a simple electronic signature of the Contractor if it is sent from the email addresses lurye@lch.legal, ach@lch.legal to the email address of the Customer specified in the Statement of Work.

9.3.2. An electronic document is considered to be signed by a simple electronic signature of the Customer if it is sent from the email address of the Customer specified in the Statement of Work to the email addresses lurye@lch.legal, ach@lch.legal.

9.4. Each Party hereby undertakes to ensure access of persons authorized to sign electronic documents on its behalf to a simple electronic signature (email addresses) specified in clause 9.3 of the Agreement, exclusively using codes and (or) passwords. At the same time, the Parties undertake to maintain the confidentiality of these codes and (or) passwords.

9.5. An electronic document shall be deemed delivered to the Party if it is sent to it at the email address specified in clause 9.3 of the Agreement.

10. Applicable Law and Dispute Resolution

10.1 This Agreement and any relationships arising out of it shall be governed by the law of
the Russian Federation.

10.2 Any disputes and disagreements that may arise in the course of fulfilling the terms of the Agreement are subject to pre-trial settlement through negotiations.

10.3 All disputes between the Parties not resolved through negotiations shall be referred to the Moscow Arbitration Court.

11. Notices

11.1. All notifications in connection with this Agreement shall be transmitted and deemed to have been sent accordingly if they were made in writing in Russian and/or English and sent with a courier or a messenger, by a letter of receipt of delivery or sent to addresses and/or as an attachment by e-mail to the relevant addresses of the Parties indicated in clause 9 of the Agreement.

12. Final provisions

12.1. The Agreement shall come into force on the date of Acceptance or on the date of signing the Statement of Work and be valid without time limit. Each Party has the right to initiate an early termination of the Agreement by sending the other Party a corresponding notice at least 10 (ten) days prior to the proposed date of termination of the Agreement. In case of an early termination of the Agreement at the initiative of the Customer, the Customer pays the Contractor the services actually rendered until the date of termination of the Agreement. Payment for actually rendered services must be made by the Customer in this case no later than 5 (five) business days from the date of termination of the Agreement.

12.2. Except as provided in Article 9 of the Agreement, all amendments and additions to the Agreement are valid if they are made in writing and signed by authorized representatives of the Parties.

12.3. If any provision of the Agreement is considered as fully or partially illegal, invalid or for other reasons impossible to enforce, all other provisions of the Agreement shall remain in force. At the same time, the Parties undertake to replace such an illegal, invalid or impossible to enforce provision with another provision that is as close as possible in meaning and legal consequences.

13. Addresses and details of the Constractor

Lurye, Chumakov & Partners

Limited Liability Company

OGRN (Primary State Registration Number) 1167746282857

INN (Tax number)/KPP 7709487813/770301001

Address: office 102, Bolshaya Gruzinskaya str. 30А, Bld. 1, Moscow, Russia, 123056

E-mail: ach@lch.legal, lurye@lch.legal

Phone: +7 (495) 255-33-50.

APPENDIX 1

STATEMENT OF WORK FORM

Statement of Work No. [●]

This Statement of Work No. [●] (the “Statement of Work”) is made on [●] in Moscow between:

(1) [●], a [●], company number [●], having its registered address at: [●], represented by [●], hereinafter referred to as the “Customer”, on the one part, and
(2) Lurye, Chumakov & Partners, a limited liability company incorporated in the Russian Federation OGRN (Primary State Registration Number) 1167746282857, located at office 102, Bolshaya Gruzinskaya str., 30A, Bldg. 1, Moscow, Russia, 123056, hereinafter referred to as the ”Contractor”, represented by Vladislav Lurye, CEO, acting under the Articles of Association, on the other part, hereinafter referred to collectively as the “Parties” and individually as the “Party”.

1. The Parties enter into legal services agreement on the terms specified in the Offer posted on the website of the Lurie, Chumakov and Partners limited liability company at https://lch.legal/legal (the “Agreement”), and agree on the following features of the provision of the Services listed below. The terms used in the Statement of Work are used in the meaning specified in the Offer, unless otherwise provided in the Statement of Work. [THIS ITEM APPLIES IF THE PARTIES ENTER INTO AN AGREEMENT BY SIGNING THE TERMS OF REFERENCE TO THE AGREEMENT BY THE PARTIES]

2. Description and requirements for the Services: [●].

3. For the provision of the Services, the Customer will pay the Contractor a fee in the amount of [●].

4. Payment of remuneration is carried out by the Customer [within 5 days after the signing by the Parties of the Act on the provision of Services or specify otherwise]. In addition to the amount of the fixed remuneration, the Customer pays the Contractor the amount of overhead costs incurred in connection with the provision of the Services.

5. The remuneration is paid to the Contractor in Russian rubles [at the rate of the Central Bank of the Russian Federation, established on the day of the payment].

6. Timeframe for rendering Services: [●].

7. For the purposes of the Agreement, the Parties have determined the following e-mail address of the Customer, used to identify the Party signing the Electronic Document by its Simple Electronic Signature: [●]. [THIS ITEM APPLIES IF THE PARTIES ENTER INTO AN AGREEMENT BY SIGNING THE TERMS OF REFERENCE TO THE AGREEMENT BY THE PARTIES]