Legal Structure for the Lease- Purchase of Agricultural Land Lina Nemchenko Partner Andriy Nikiforov Senior Associate 20 July 2012

2  Introduction to the Lease-Purchase Concept and why Baker & McKenzie  Transaction Agreements  Settlement Option 1: Special Regime Current Account  Documenting Special Regime Current Account  Flow of Funds using Special Regime Current Account  Settlement Option 2: Letter of Credit  Documenting LC Structure  Flow of Funds under LC Structure  Documents  Documents Custody  Transfer of Documents Road Map

Introduction  What is a Land Lease-Purchase?  Why Baker & McKenzie? 3

Transaction Agreements 4 agreements 1, 3 and 5 Buyer Bank/Custodian Seller agreements 2,3,4 and 5 agreements 3 and Lease Purchase Agreement OR 1A - Lease Agreement and 1B - Purchase Agreement 2 - Current Account Agreement 3 - Funds Transfer Agreement 4 - Documents Custody Agreement 5 - Document Services Agreement

Settlement Option 1: Special Regime Current Account - Documents 5 Buyer Bank Seller agreements 1 and 2 agreement Current Account Agreement 2 - Funds Transfer Agreement

Settlement Option 1: Special Regime Current Account - Flow of Funds 6 Buyer Bank Seller 1 payments to current account 2a write-off of funds upon registration of Buyer's title to the Land Plot * LPA - Lease-Purchase Agreement/Land Sale and Purchase Agreement 2b release of funds in connection with LPA* termination

Settlement Option 2: Letter of Credit - Documents 7 Buyer Bank Seller agreements 1 and 2 non-covered LC 1 - Loan Agreement 2 - Agreement on Pledge of Bank Account application for LC

Settlement Option 2: Letter of Credit - Flow of Funds 8 Buyer Bank Seller 2a payment under LC 2b release of funds upon termination of LC 1 payments to current account subject to pledge

Documents Custody 9 agreement 2 Buyer Custodian Seller agreements 1 and 2 agreement Documents Custody Agreement 2 - Document Services Agreement

Transfer of Documents 10 Buyer Custodian Seller 2 title documents and custody receipt 3b return of state act in connection with termination of LPA* 1 state act * LPA - Lease-Purchase Agreement/Land Sale and Purchase Agreement 3a registration of Buyer's title to the Land Plot

Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a “partner” means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an “office” means an office of any such law firm. Questions?

Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a “partner” means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an “office” means an office of any such law firm. Thank you!