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Mr. Kolpachev:

This letter agreement (this “Letter Agreement”) will confirm our agreement that in connection with its investment in Quantenna Communications, Inc.’s (the “Company”) Series F Preferred Stock financing (the “Financing”), and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, Open Joint Stock Company “RUSNANO” will be entitled to certain additional rights with respect to its shares of Series F-1 Preferred Stock (and Series F-2 Preferred Stock, as applicable), as described below.

(a)    A representative or agent of RUSNANO (the “Board Observer”) shall be entitled to attend and participate in all meetings of the Company’s Board of Directors (the “Board”). The Board Observer shall be entitled to ask questions of and have discussions with the Company’s management and members of the Board for a reasonable period of time. The Company shall give the Board Observer copies of all notices, agendas, actions and other materials that the Company provides to the Board for the open session, at the same time such materials are provided to the Board. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude the Board Observer from any meeting or portion thereof if: (1) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel (other than the presence of attorneys for minute taking and general purposes); or (2) access to such information or attendance at such meeting would result in a conflict of interest between RUSNANO or the Board Observer and the Company. Any decision to exclude the Board Observer from any Board meeting, or portion thereof, shall be made in good faith, and limited to the highest extent practicable, with a view towards providing RUSNANO with the maximum appropriate presence affordable at such meetings.

(b)     Upon reasonable written notice to the Company, the Board Observer shall be entitled to visit the Company’s properties, examine its books and records, and discuss the Company’s business and prospects with its officers and key employees; provided, however, that access to highly confidential proprietary information and facilities may be withheld at the Company’s reasonable discretion.

(c)    RUSNANO shall have the right to select its Board Observer, and such Board Observer may change from time to time upon prior written notice provided by RUSNANO to the Company.

1.2    Confidentiality. RUSNANO agrees, and any representative of RUSNANO that serves as the Board Observer will agree, to hold in confidence and trust and not to disclose any and all information provided to it or learned by it in connection with its rights under Section 1.1 of this letter, except to the extent otherwise required by law, any court of competent jurisdiction, any governmental official or regulatory body and any other regulatory process to which RUSNANO is subject or the rules or regulations of any applicable stock exchange. Notwithstanding the foregoing, the obligation of confidentiality shall not apply to Company confidential

information that: (i) is publicly available at the time of its disclosure under Section 1.1; (ii) becomes publicly available following disclosure under Section 1.1 (other than as a result of disclosure by RUSNANO or the Board Observer); (iii) was lawfully in the possession of RUSNANO or the Board Observer prior to disclosure under Section 1.1 (as can be demonstrated by such person’s written records or other reasonable evidence) from a source free of any restriction as to its use or disclosure prior to its being so disclosed; or (iv) following disclosure under Section 1.1, becomes available to RUSNANO or the Board Observer from a different source (as can be demonstrated by such person’s written records or other reasonable evidence), which source is not bound by any obligation of confidentiality in relation to such information. Additionally, RUSNANO may disclose Company confidential information: (x) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; or (y) to those personnel within RUSNANO who are engaged in RUSNANO’s venture capital activities, provided in each case that RUSNANO informs such personnel that such information is confidential, and remains responsible to the Company for such personnel maintaining the confidentiality of such information. If the Board Observer is required to execute any written confidentiality agreement in connection with the exercise of the rights of the Board Observer described in this Section 1, the confidentiality terms of such agreement shall in no event be more restrictive than the terms of this Section 1.2.

1.3    Termination of Board Observer Right. The rights described in this Section 1 shall terminate and be of no further force or effect upon the earlier of the date of: (a) the closing of the sale of the Company securities pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended, in connection with the firm commitment underwritten offering of its securities to the general public, covering the offer and sale of the Company’s Common Stock, provided that the aggregate gross proceeds to the Company are not less than $35,000,000 (an “IPO”); (b) when the Company first becomes subject to the periodic reporting requirement of Sections 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended; (c) a decrease in RUSNANO’s equity ownership of the Company’s securities by seventy-five percent (75%) or more; or (d) a Liquidation Event (as such term is defined in the Company’s Certificate of Incorporation, as may be amended from time to time), which ever event shall occur first. The confidentiality provision hereof will survive any such termination.

2.1    Creation and Funding of Russian Subsidiary. The Company shall form a Russian Subsidiary (“RusCo”) as a wholly owned subsidiary of the Company to be incorporated in the Russian Federation. The Company will use commercially reasonable efforts to complete the formation of RusCo within four (4) months of the Series F-1 Initial Closing (as such term is defined in the Series F Preferred Stock Purchase Agreement of even date herewith, as may be amended from time to time), in compliance with the provisions and requirements of RusCo’s corporate structure as described on Exhibit A attached hereto. “Russian Funding” for purposes of this Letter Agreement shall include cash transfers from the Company to RusCo, plus unreimbursed expenses allocated to RusCo by the Company as described in Section 2.2(a). The Company agrees to allocate a budget to RusCo in an aggregate amount of $20 million over a period of three (3) years following the Series F-1 Initial Closing, with the Russian Funding to be provided to RusCo as follows: (i) $10 million during the two (2) year period following the Series F-1 Initial Closing (“Period 1”) and (ii) $10 million during the one (1) year period following the expiration of Period 1 (“Period 2”). The Russian Funding shall be approved by the Board of Directors of the Company (the “Board”).

 

2.2    Provision of Russian Funding

(a)    All Company cash transfers for equity investments in RusCo and for funding RusCo operations in Russia, as well as all Company expenditures related to RusCo, will be included in the Russian Funding. Company expenditures related to RusCo shall include but are not limited to, expenditures related to the operation, oversight, and support of RusCo. Such expenditures incurred at the Company for RusCo shall include employee compensation including benefits, taxes, other employee related matters, capital expenses, deposits, prepaids, other assets, software, hardware equipment, tapeouts, rent, office supplies, utilities, taxes, legal, accounting, and any and all other necessary related operational expenses, as determined by the Board. With respect to project expenses, such as tapeout costs, involving the collaboration of RusCo and the Company, a fraction of the expenditure in such projects shall count towards the Russian Funding equivalent to the fraction of all engineers involved in the project that are RusCo engineers. All other expenditures by RusCo and all expenses charged to RusCo accounts not otherwise described above shall be included in the Russian Funding. The RusCo Expenses shall be pre-approved by the Board.

 

(b)    The Company and RUSNANO further agree that the Russian Funding shall be provided to RusCo according to the following schedule: (i) $3.5 million during the first (1^st) year of Period 1 (the “First Stage”); (ii) $6.5 million during the second (2^nd) year of Period 1 (the “Second Stage”); and (iii) $10 million during Period 2 (the “Third Stage”).

2.3    Termination of Funding Obligation. In the event that (a) RUSNANO does not purchase shares of the Company’s Series F-2 Preferred Stock in accordance with the terms described in that certain Investment and Voting Agreement of even date herewith (the “I/V Agreement”), or (b) RUSNANO decreases its holdings of shares of Series F-2 Preferred Stock by one or more shares until the commencement of Period 2, then in either case the Company’s obligation to provide the Russian Funding to RusCo during Period 2 shall terminate and cease in its entirety and, accordingly, the Period 2 Penalty (as defined below) shall not apply.

2.4    Basic Financial Information and Inspection Rights. The Company shall record the allocation of the Russian Funding to RusCo separately on the Company’s books and records (the “RusCo Financial Information”). RUSNANO shall be entitled to (a) review the RusCo Financial Information, as soon as practicable, but in any event within ninety (90) days, after the end of each fiscal year of the Company and (b) initiate an independent financial audit of the RusCo Financial Information for Period 1 and/or for Period 2, with such independent financial audit to be conducted by independent public accountants of nationally recognized standing, to be mutually agreed upon by the Company and RUSNANO. Any costs incurred in connection with such independent financial audit shall be borne fifty percent (50%) by RUSNANO and fifty percent (50%) by the Company.

2.5    Liability in Connection with the Russian Funding

  

(a)    Period 1 Penalty. In the event that the Company fails to meet its funding obligations to Rusco for Period 1 (as set forth in Section 2.2 above), after the expiration of any applicable Cure Period (as defined below), the Company shall pay a one-time penalty fee to RUSNANO (the “Period 1 Penalty”), calculated as follows:

where

“X” – penalty amount

“Y” – the actual amount allocated by the Company to RusCo during Period 1.

Notwithstanding anything in this Letter Agreement to the contrary, the Period 1 Penalty shall be RUSNANO’s only recourse against the Company in the event the Company fails to meet its funding obligations to Rusco for Period 1 and such failure shall not constitute a breach of this Letter Agreement.

(b)    Period 2 Penalty. Subject to Section 2.3 above, in the event that the Company fails to meet its funding obligations to Rusco for Period 2 (as set forth in Section 2.2 above) after the expiration of any applicable Cure Period (as defined below), the Company shall pay a one-time penalty fee to RUSNANO (the “Period 2 Penalty”), calculated as follows:

where

“X” – penalty amount

“Y” – the actual amount of financing provided by the Company to RusCo during Period 2.

Notwithstanding anything in this Letter Agreement to the contrary, the Period 2 Penalty shall be RUSNANO’s only recourse against the Company in the event the Company fails to meet its funding obligations to Rusco for Period 2 and such failure shall not constitute a breach of this Letter Agreement.

(c)    Cure Period. Neither the Period 1 Penalty nor the Period 2 Penalty will apply if the applicable Russian Funding shortfall is cured within one (1) calendar quarter after the relevant measure date (the end of Period 1 and Period 2, respectively) (the “Cure Period”). If the Company and RUSNANO disagree as to whether there has been shortfall for Period 1 and/or Period 2, after the respective Cure Period, either party may initiate an independent financial audit of the RusCo Financial Information, with such independent financial audit to be conducted by independent public accountants of nationally recognized standing, to be mutually agreed upon by the Company and RUSNANO. Any costs incurred in connection with such independent financial audit shall be borne equally by RUSNANO and the Company. Following the Cure Period and the audit, if applicable, the Company shall pay the Period 1 Penalty or the Period 2 Penalty (if either is owed) to RUSNANO within one calendar quarter thereafter. Funding shall include all expenses in accordance with U.S. GAAP, in addition to capital expenditures (versus depreciation/amortization), deposits, prepaids and other assets, certified by the Chief Executive Officer and the Chief Financial Officer of the Company. Irrespective of anything to the contrary under the U.S. GAAP, for purposes of calculating the Russian Funding, all expenses will be deemed to be incurred at the time of payment and no expense shall be depreciated or amortized over a period of time.

(d)    Notice. The Company shall provide written notice to RUSNANO of the amount of funding that it provided to RusCo within 60 days of the First Stage, the Second Stage and the Third Stage, as applicable.

2.6    RusCo Intellectual Property Rights. At the time the formation of RusCo is complete, the Company shall grant RusCo the right to use intellectual property of the Company, as may be necessary to conduct RusCo’s business. The Company may require any intellectual property created by RusCo to be assigned to the Company or a designee of the Company.

2.7    Negative Covenants of the Company Regarding RusCo

(a)    The Company agrees that it will not, without first obtaining the approval of RUSNANO, take any of the actions described on Schedule 1 attached hereto.

(b)    The Company agrees that it will not, without first obtaining the approval of at least one (1) of the RUSNANO appointees to the RusCo Board of Directors, take any of the actions described on Schedule 2 attached hereto.

(c)    The covenants described in Section 2.7 shall terminate upon the earlier to occur of: (i) a decrease in RUSNANO’s equity ownership of the Company’s securities by fifty-one percent (51%) or more; (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of the Company’s Common Stock, provided that the aggregate gross proceeds to the Company are not less than $35,000,000; (iii) a Liquidation Event (as such term is defined in the Company’s Certificate of Incorporation, as may be amended from time to time); or (iv) the completion or termination of Quantenna’s funding obligations in RusCo under this Letter Agreement, provided however that RUSNANO shall retain the right to nominate one member to the RusCo Board.

3.1    Amendments and Waivers. The provisions of this Letter Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given without the prior written approval of each of the Company and RUSNANO.

3.2    Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed:

(a)    if to the Company, one copy should be sent to Quantenna Communications, Inc., 3450 W. Warren Drive, Fremont, California 94538, Attn: Chief Executive Officer, or at such other address as the Company shall have furnished to RUSNANO, with a copy to Arthur F. Schneiderman, Esq., Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304; and

(b)    if to RUSNANO, at RUSNANO’s address, facsimile number or electronic mail address as shown in the Company’s records.

Each such notice or other communication shall for all purposes of this Letter Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 5 business days after the same has been deposited with Federal Express with delivery specified within 5 business days of deposit with Federal Express, addressed and mailed as aforesaid or, if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery when directed to the electronic mail address of RUSNANO or the Company.

3.3    Entire Agreement. This Letter Agreement, and the documents entered into in connection with the Financing and dated as of the date hereof (including, without limitation, the I/V Agreement) constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein.

3.4    Successors and Assigns. This Letter Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment.

3.5    Counterparts. This Letter Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

3.6    Headings. The headings in this Letter Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

3.7    Governing Law.  This Letter Agreement shall be governed in all respects by the internal laws of the State of California as applied to agreements entered into among California residents to be performed entirely within California, without regard to principles of conflicts of law.

3.8    Jurisdiction; Venue.  With respect to any disputes arising out of or related to this Letter Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the state courts in Santa Clara County in the State of California (or in the event of exclusive federal jurisdiction, the courts of the Northern District of California).

3.9    Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

3.10    Specific Performance for Section 2.7. It is agreed and understood that monetary damages would not adequately compensate RUSNANO for the breach of the negative covenants of the Company referenced in Section 2.7(a) and (b) and set forth in Schedule I and Schedule II, respectively, of this Letter Agreement, that the negative covenants referenced in Section 2.7(a) and (b) and set forth in Schedule I and Schedule II, respectively, shall be specifically enforceable, and that any breach of the negative covenants referenced in Section 2.7(a) and (b) and set forth in Schedule I and Schedule II, respectively, shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

The following matters shall be reserved to the decision of the RusCo Board of Directors to be taken by 4 votes of 5, and, without the consent of such Board, there shall be no undertaking by or on behalf of RusCo of any:

This amended and restated letter agreement (this "Letter Agreement") will confirm our agreement that in connection with its investment in Quantenna Communications, Inc.'s (the "Company") Convertible Promissory Notes (the "Notes"), and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, Open Joint Stock Company "RUSNANO" will be entitled to certain additional rights with respect to its shares of Series F-1 Preferred Stock (and Series F-2 Preferred Stock, as applicable) and the Notes, as described below.

WHEREAS, the Company and Rusnano are parties to that certain letter agreement dated as of April 16 , 2012 (the "Prior Agreement") and each of the Company and Rusnano wish to amend and restate the Prior Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, the parties hereto agree to amend and restate the Prior Agreement as follows:

(a)    A representative or agent of RUSNANO (the "Board Observer") shall be entitled to attend and participate in all meetings of the Company' s Board of Directors (the "Board"). The Board Observer shall be entitled to ask questions of and have discussions with the Company's management and members of the Board for a reasonable period of time. The Company shall give the Board Observer copies of all notices, agendas, actions and other materials that the Company provides to the Board for the open session, at the same time such materials are provided to the Board. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude the Board Observer from any meeting or portion thereof if: (1) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel (other than the presence of attorneys for minute taking and general purposes); or (2) access to such information or attendance at such meeting would result in a conflict of interest between RUSNANO or the Board Observer and the Company. Any decision to exclude the Board Observer from any Board meeting, or portion thereof, shall be made in good faith, and limited to the highest extent practicable, with a view towards providing RUSNANO with the maximum appropriate presence affordable at such meetings.

(b)    Upon reasonable written notice to the Company, the Board Observer shall be entitled to visit the Company' s properties, examine its books and records, and discuss the Company's business and prospects with its officers and key employees; provided, however, that access to highly confidential proprietary information and facilities may be withheld at the Company's reasonable discretion.

(c)    RUSNANO shall have the right to select its Board Observer, and such Board

Observer may change from time to time upon prior written notice provided by RUSNANO to the Company.

1.2     Confidentiality. RUSNANO agrees, and any representative of RUSNANO that serves as the Board Observer will agree, to hold in confidence and trust and not to disclose any and all information provided to it or learned by it in connection with its rights under Section 1.1 of this letter, except to the extent otherwise required by law, any court of competent jurisdiction, any governmental official or regulatory body and any other regulatory process to which RUSNANO is subject or the rules or regulations of any applicable stock exchange. Notwithstanding the foregoing, the obligation of confidentiality shall not apply to Company confidential information that: (i) is publicly available at the time of its disclosure under Section 1.1; (ii) becomes publicly available following disclosure under Section 1.1 (other than as a result of disclosure by RUSNANO or the Board Observer); (iii) was lawfully in the possession of RUSNANO or the Board Observer prior to disclosure under Section 1.1 (as can be demonstrated by such person's written records or other reasonable evidence) from a source free of any restriction as to its use or disclosure prior to its being so disclosed; or (iv) following disclosure under Section 1.1, becomes available to RUSNANO or the Board Observer from a different source (as can be demonstrated by such person's written records or other reasonable evidence), which source is not bound by any obligation of confidentiality in relation to such information. Additionally, RUSNANO may disclose Company confidential information: (x) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; or (y) to those personnel within RUSNANO who are engaged in RUSNANO's venture capital activities, provided in each case that RUSNANO informs such personnel that such information is confidential, and remains responsible to the Company for such personnel maintaining the confidentiality of such information. If the Board Observer is required to execute any written confidentiality agreement in connection with the exercise of the rights of the Board Observer described in this Section 1, the confidentiality terms of such agreement shall in no event be more restrictive than the terms of this Section 1.2.

1.3    Termination of Board Observer Right. The rights described in this Section 1 shall terminate and be of no further force or effect upon the earlier of the date of: (a) the closing of the sale of the Company securities pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended, in connection with the firm commitment underwritten offering of its securities to the general public, covering the offer and sale of the Company's Common Stock, provided that the aggregate gross proceeds to the Company are not less than $35,000,000 (an "IPO"); (b) when the Company first becomes subject to the periodic reporting requirement of Sections 12(g) or 15( d) of the Securities Exchange Act of 1934, as amended; (c) a decrease in RUSNANO's equity ownership of the Company's securities by seventy-five percent (75%) or more as determined as of the effective date of the Prior Agreement; or (d) a Liquidation Event (as such term is defined in the Company's Certificate of Incorporation, as may be amended from time to time), which ever event shall occur first. The confidentiality provision hereof will survive any such termination.

2.1    Creation and Funding of Russian Subsidiary. On August 29, 2012, the Company formed a Russian Subsidiary under the name Limited Liability Company "Quantenna Communications" ("RusCo") as a wholly owned subsidiary of the Company incorporated in the Russian Federation. The Company will use commercially reasonable efforts to operate RusCo in compliance with the provisions and requirements of RusCo's corporate structure as described on Exhibit A attached hereto. "Russian Funding" for purposes of this Letter Agreement shall include cash transfers from the Company to RusCo, plus unreimbursed expenses allocated to RusCo by the Company as described in Section 2.2. The Company agrees to allocate a budget to RusCo in an aggregate amount of $13 million, with the Russian

2.2    Provision of Russian Funding. All Company cash transfers for equity investments in RusCo and for funding RusCo operations in Russia, as well as certain Company expenditures related to RusCo (as provided by this clause), will be included in the Russian Funding. Company expenditures related to RusCo shall include expenditures related to the operation, oversight, and support of RusCo. Such expenditures incurred at the Company for RusCo shall not exceed 20% of the applicable Investment Amount, unless otherwise agreed to by vote of the RusCo Board, and may include employee compensation including benefits, taxes, other employee related matters, capital expenses, deposits, prepaids, other assets, software, hardware equipment, tapeouts, rent, office supplies, utilities, taxes, legal, accounting, and any and all other necessary related operational expenses, as determined by the Board. With respect to project expenses, such as tapeout costs, involving the collaboration of RusCo and the Company, a fraction of the expenditure in such projects shall count towards the Russian Funding equivalent to the fraction of all engineers involved in the project that are RusCo engineers (subject to total 20% limit provided above). All other expenditures by RusCo not otherwise described above shall be included in the Russian Funding. The RusCo Expenses shall be pre-approved by the Board.

2.4Basic Financial Information and Inspection Rights. The Company shall record the allocation of the Russian Funding to RusCo separately on the Company's books and records (the "RusCo Financial Information"). RUSNANO shall be entitled to (a) review the RusCo Financial Information, as soon as practicable, but in any event within ninety (90) days, after the end of each fiscal year of the Company and (b) initiate an independent financial audit of the RusCo Financial Information for each fiscal year, with such independent financial audit to be conducted by independent public accountants of nationally recognized standing, to be mutually agreed upon by the Company and RUSNANO. Any costs incurred in connection with such independent financial audit shall be borne fifty percent (50%) by RUSNANO and fifty percent (50%) by the Company.

(a)    Penalty for Failure to Fund. By March 31^st of each year, the Company and Rusnano will calculate the amount of Russian Funding actually transferred by the Company to RusCo for such applicable Period (the "Actual Funding Amount"). In the event that the Company fails to meet its funding obligations to RusCo for such Period (as set forth in Section 2.1 above), the Company shall pay a one-time penalty fee to RUSNANO (the "Penalty"), calculated as follows :

For the avoidance of doubt, a separate penalty shall be assessed for each fiscal year during which the Company fails to meet its funding obligations to RusCo as set forth in Section 2.1.

(b)    Cure Period. No Penalty for any Period shall apply if the applicable Russian Funding shortfall is cured within one (1) calendar quarter after the applicable fiscal year (the "Cure Period"). If the Company and RUSNANO disagree as to whether there has been shortfall for the applicable fiscal year, after the respective Cure Period, either party may initiate an independent financial audit of the RusCo Financial Information, with such independent financial audit to be conducted by independent public accountants of nationally recognized standing, to be mutually agreed upon by the Company and RUSNANO. Any costs incurred in connection with such independent financial audit shall be borne equally by RUSNANO and the Company. Following the Cure Period and the audit, if applicable, the Company shall pay the applicable Penalty to RUSNANO within one calendar quarter thereafter. Funding shall include all expenses in accordance with U.S. GAAP, in addition to capital expenditures (versus depreciation/amortization), deposits, prepaids and other assets, certified by the Chief Executive Officer and the Chief Financial Officer of the Company.

(c)    Notice. The Company shall provide written notice to RUSNANO of the amount of funding that it provided to RusCo within 60 days of each applicable Period as set forth in Section 2.1.

(d)    The penalties described in Section 2.5(a) shall be RUSNANO's only recourse against Company, its affiliates, or assigns in the event Company does not meet its obligations under Section 2 "Company Obligations Regarding the Russian Subsidiary" of this Letter Agreement.

2.6RusCo Intellectual Property Rights. The Company shall grant RusCo the right to use intellectual property of the Company, as may be necessary to conduct RusCo's business. The Company may require any intellectual property created by RusCo to be assigned to the Company or a designee of the Company.

(a)    The Company agrees that it will not, without first obtaining the approval of RUSNANO, take any of the actions described on Schedule 1 attached hereto.

(b)    The Company agrees that it will not, without first obtaining the approval of at least one (1) of the RUSNANO appointees to the RusCo Board of Directors, take any of the actions described

(c)The covenants described in Section 2.7 shall terminate upon the earlier to occur of: (i) a decrease in RUSNANO's equity ownership of the Company's securities by fifty-one percent (51%) or more; (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of the Company' s Common Stock, provided that the aggregate gross proceeds to the Company are not less than $35,000,000; (iii) a Liquidation Event (as such term is defined in the Company's Certificate of Incorporation, as may be amended from time to time); or (iv) the completion or termination of the Company's funding obligations in RusCo under this Letter Agreement, provided however that RUSNANO shall retain the right to nominate one member to the RusCo Board.

(a)The Company and RUSNANO agree the Russian Funding for Period 1 shall include up to $2,200,000 for services rendered prior to December 31, 2014 pursuant to that certain Services of Development, Adaptation, Modification of Computer Software Agreement entered into by and between the Company and Luxoft Professional LLC ("Luxoft") dated as of July 10, 2013 and that certain Dedicated Center Services of Development, Adaptation, Modification of Computer Software Agreement entered into by and between the Company and Luxoft dated as of July 10, 2013; provided, however, that the Company and RUSNANO hereby further agree that if the Company fails to comply with the covenant set forth in Subsection 2.8(b) below, then the Russian Funding for Period 1 shall not include any amounts paid to Luxoft for services, as contemplated by the initial clause of this Subsection 2.8(a).

(b)The Company agrees to transfer at least thirteen employees from Luxoft to RusCo on or before January 31, 2015 .

(c)The Company and RUSNANO agree that the expenses listed in Appendix B attached hereto shall be considered Russian Funding for Period 1.

If, due to political factors between the United States and the Russian Federation, such as sanctions, regulations, laws, or other political actions (the "Sanctions") taken by one country directly against the other, either:

(i) the Company will become prohibited to provide the Russian Funding, and performance of such obligation will be deemed as direct violation of mandatory provisions of the Sanctions;

(ii) the Company becomes prohibited from transferring assets, funds, or intellectual property to RusCo or RusCo becomes prohibited from accepting assets, funds, or intellectual property from the Company;

(iii) RusCo becomes prohibited from providing services for the Company or the Company becomes prohibited from accepting services from RusCo; or

(iv) Company employees become unable to obtain a visa or are otherwise prohibited from visiting the Russian Federation or RusCo employees become unable to obtain a visa or are otherwise prohibited from visiting the United Stated;

unless the Sanctions require earlier action) notice to RUSNANO, from the obligations according to Section 2 of this Letter Agreement with no further liability.

Given the provisions of applicable Sanctions, the Company and RUSNANO shall take all reasonable actions necessary to renegotiate certain provisions of this Letter Agreement affected by the Sanctions. The Company's obligations according to Section 2 of this Letter Agreement will be suspended for the period of the Sanctions and shall resume within a reasonable amount of time after the Sanctions have been cancelled, unless otherwise agreed by the Parties, provided that if the sanctions last longer than 9 months then the obligations under Section 2 shall terminate permenantly.

3.1.Amendments and Waivers. The provisions of this Letter Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given without the prior written approval of each of the Company and RUSNANO.

3.2.Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed:

(a)if to the Company, one copy should be sent to Quantenna Communications, Inc., 3450 W. Warren Drive, Fremont, California 94538, Attn: Chief Executive Officer, or at such other address as the Company shall have furnished to RUSNANO, with a copy to Arthur F. Schneiderman, Esq., Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304; and

(b)if to RUSNANO, at RUSNANO's address, facsimile number or electronic mail address as shown in the Company's records.

Each such notice or other communication shall for all purposes of this Letter Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 5 business days after the same has been deposited with Federal Express with delivery specified within 5 business days of deposit with Federal Express, addressed and mailed as aforesaid or, if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery when directed to the electronic mail address of RUSNANO or the Company.

3.3.Entire Agreement. This Letter Agreement, and the documents entered into in connection with the Note and dated as of the date hereof (including, without limitation, the I/V Agreement) constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein.

3.4.Successors and Assigns. This Letter Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment.

3.5.Counterparts. This Letter Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

3.6.Headings. The headings in this Letter Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

3.7.Governing Law. This Letter Agreement shall be governed in all respects by the internal laws of the State of California as applied to agreements entered into among California residents to be performed entirely within California, without regard to principles of conflicts of law.

3.8.Jurisdiction; Venue. With respect to any disputes arising out of or related to this Letter Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the state courts in Santa Clara County in the State of California (or in the event of exclusive federal jurisdiction, the courts of the Northern District of California).

3.9.Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

3.10.Specific Performance for Section 2. 7. It is agreed and understood that monetary damages would not adequately compensate RUSNANO for the breach of the negative covenants of the Company referenced in Section 2.7(a) and (b) and set forth in Schedule I and Schedule II, respectively, of this Letter Agreement, that the negative covenants referenced in Section 2. 7( a) and (b) and set forth in Schedule I and Schedule II, respectively, shall be specifically enforceable, and that any breach of the negative covenants referenced in Section 2.7(a) and (b) and set forth in Schedule I and Schedule II, respectively, shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

Without the consent of Rusnano, RusCo shall not undertake any:

The following matters shall be reserved to the decision of the RusCo Board of Directors to be taken by 4 votes of 5, and, without the consent of such Board, there shall be no undertaking by or on behalf of RusCo of any:

Approved by the Board of Directors

Minutes No. dated __________ 2012

Terms and Definitions:

2.1.1.1. Making the Board of Directors entitled to handle the following issues: (a) approval of conclusion, modification and termination of the Bank account contract, as well as approval of contract conditions; (b) approval of the Company budget/Quarterly budget (or other similar document which the Company's financial operations are based on);

2.1.1.2. ROSNANO representatives' right and legal opportunities to block the resolutions of the Board of Directors concerning issues specified in paragraph 2.1.1.1 of the present Regulations;

2.1.1.3. Informing the members of the Board of Directors about the budget execution progress by distributing reports drawn up in appropriate formats.

________________________

________________________

This paragraph shall not apply in case the Bank acts as a guarantor towards Russian banks which are creditors to the Company and/or a guarantor towards foreign banks which are creditors to the Company for export and import operations.

Sberbank of Russia Open Joint Stock Company, Sberbank OJSC, hereinafter referred to as a”Bank”, represented by ________________________________________, acting on the basis of ___________________________ on one part, and _______________________, hereinafter referred to as a “Client”, represented by ________________________________________, acting on the basis of _____________________ on the other part, collectively referred to as “Parties”, concluded this Additional Agreement to the Bank Account Agreements No. ____ as of __________, No. _____ as of _______________, No. ______ as of ______________ (hereinafter - Bank Account Agreements) and to the Service Agreement with Use of Client-Sberbank System No. ______ as of _______________ (hereinafter collectively referred to as - Agreements) on the following:

1.1.Maintenance of the Client’s Account(s) shall be performed by the Bank in accordance with the Bank Accounts Agreements.

1.2.Monitoring and control over the payments implies check of correspondence of the intended expenditure of the funds from the Account(s) with the following documents, approved by the Board of Directors of the Client and provided to the Bank, by the Bank:

1.3.-The bank undertakes the obligations on writing off the funds from the Account(s) on the basis of the settlement (payment) documents of the Client under the procedure of control, established by this Process Scheme, and shall be liable before the Client for violation of these obligations in the form of compensation of the amount of the payment, concerning which the violation of the procedure of control was committed, in accordance with the section 4 of this Process Scheme, to the full extent, to the account of the Client not later than on the following working day upon the discovery of such violation and payment of the interest on that sum to the Client under the procedure and in the amount, provided for by the articles 856 and 395 of the Civil Code of the RF, for the period from the date of writing off the funds from the Account to the date of refunding the amount to the Account. In case of unreasoned transfer of funds to a contractor, the Client is obliged to conclude an agreement on assignment of claim to the contractor with the Bank with the simultaneous notification of the contractor on the performed assignment of claim and transfer all the documents, required for charging.

1.4.The Bank undertakes the obligations on sending the reports and the other information in accordance with the requirements of this Process Schedule to the Client and is obliged to pay a fine, amounting to 1000 (one thousand) rubles (inclusive of VAT) to the Client for each fact of violation of these obligations. The amount of the fines for the month, paid by the Bank, shall not exceed the amount of the rate “______________”, established for the Client. The fines for the accounting month shall not be postponed to the following month.

1.5.The Bank shall not be liable for the loss, incurred by the Client as a result of the Bank’s refusal/suspension of filing the settlement (payment) documents, executed and/or provided with violation of the conditions, provided for by this Process Scheme and the other agreements with the Client.

2.1.The Budget shall be provided to the Bank not later than 3 (three) working days prior to the beginning of the Planning Period. The amendments to the Budget and the new Budget for the current Planning Period shall be transferred to the Bank 3 (three) working days prior to the first supposed payment. The Budget shall be provided with attachment of the minutes (abstract from the minutes) of the meeting of the Board of Directors of the Client, devoted to approval of the Budget. The minutes (abstract from the minutes) shall be executed in accordance with the requirements of the point 3.7 of this Process Scheme. The Bank on the basis of the documents, provided by the Client, shall check if the person, who certified the minutes (the abstract from the minutes) of the meeting of the Board of Directors of the Client, where the decision on the Budget approval was made, had the corresponding powers.

The details of the agreements with the contractors, the numbers of the subitems of the Expense Items Code (hereinafter the “Expense Items Code” implies the code of the expense items, specified in the Budget), the amounts of limits of the Agreements (the subitems of the Expense Items Code), not specified in the Budget, as well as their changes, shall be provided by the Client to the Bank by means of Client-Sberbank System in the form of a scanned image of the document (letter), containing the abovementioned information, the signatures of the Chief Executive Officer and the Chairman of the Board of the Client, as well as in the form of Microsoft Excel 2003 file under the form, provided for by the Annex No. 4 to this Process Scheme. The sum of the limits of the subitems of the Expense Items Code shall not exceed the limit of the main item of the Expense Items Code. Both files shall be signed with the EDS of the Chairman of the Board of Directors and the EDS of the Chief Executive Officer of the Client or the person, who acts for him/her. In case the amount under each agreement (the subitems of the Expense Items Code), specified in this paragraph, document (letter) and file, does not exceed 750,000 (seven hundred and fifty thousand) rubles, it is

permissible to have only the signature of the Chief Executive Officer of the Client in the document (letter), specified in this point; the files shall be signed only with the EDS of the Chief Executive Officer of the Client as well.

In case of receipt of the files, not signed with the EDS in accordance with the requirements of this point, by the Client, the Bank shall not recognize the amendments to the Budget, provided for by such file.

2.2.In case of failure to approve the Budget by the Board of Directors of the Client or failure to provide the Budget for the Planning Period to the Bank within the term, specified in the point. 2.1 of this Process Scheme, the Bank shall not file the payment orders from the Client until the presentation of the Budget, except for the expenses under the procedure, established by this point.

The current expenses, specified in the Annex No. 5 to this Process Scheme of Maintenance, can be performed in the amount, not exceeding the amount of the current expenses, fixed by the Budget for the previous period;

The expenses, connected with labor compensation, as well as the mandatory payments in accordance with the legislation The mandatory payments in accordance with the legislation of the Russian Federation - taxes, levies and other mandatory contributions, paid to the budget of the corresponding level of the budget system of the Russian Federation and (or) state non-budget funds under the procedure and the conditions, which are provided for by the legislation of the Russian Federation, including fines, penalties and other sanctions for non-fulfillment or improper fulfillment of the obligation on payment of the taxes, levies and other mandatory contributions to the budget of the corresponding level of the budget system of the Russian Federation and (or) state non-budget funds, as well as administrative fines. are subject to unconditional payment. The expenses on labor compensation imply the expenses for labor compensation to the Client’s employees, including perks and benefits, provided for by the legislation of the Russian Federation (these expenses shall not include the expenses, connected with incentive rewards, namely, additional payments, rewards and other incentive rewards, including annual and interim bonuses). The Client assigns to the Bank not to file the payments, specified in this point, upon the expiration of 3 (three) months upon the date of expiration of the last approved Budget.

2.3.The Client shall provide the electronic version of the Budget in the form of a Microsoft Excel 2003 file with the property “only for reading, editing is protected by the password, not known by the Bank” by means of Client-Sberbank System simultaneously with provision of the Budget in a hard copy in accordance with the point 2.1 of this Process Scheme. The form of contents of the information in the file is specified in the Annex No. 1 to this Process Scheme. The full liability concerning correspondence of the electronic version of the Budget with the provided original Budget shall be borne by the Client.

2.4.The amendments to the Budget or the new Budget for the current period, approved by the Board of Directors of the Client, shall be provided to the Bank under the procedure, provided for by the points 2.1 and 2.3 of this Process Scheme.

3.1.The Budget shall contain the following date and information:

3.2.The level of detail of the Budget articles shall be defined by the Client, taking into account that identification of the expense item, to which the amount of payment is charged, shall not be hindered at consideration of the settlement (payment) documents by the Bank.

________________________

¹ The mandatory payments in accordance with the legislation of the Russian Federation - taxes, levies and other mandatory contributions, paid to the budget of the corresponding level of the budget system of the Russian Federation and (or) state non-budget funds under the procedure and the conditions, which are provided for by the legislation of the Russian Federation, including fines, penalties and other sanctions for non-fulfillment or improper fulfillment of the obligation on payment of the taxes, levies and other mandatory contributions to the budget of the corresponding level of the budget system of the Russian Federation and (or) state non-budget funds, as well as administrative fines.

² Hereinafter: the details of the agreement include the date and the number of the agreement, the name and INN of the contractor.

3.3.The Budget can stipulate the item “Windfall Payment Reserve” (hereinafter - Reserve) in the amount, approved by the Board of Directors of the Client. The procedure for writing off the funds under this item is provided for by the points. 3.4-3.6.

3.4.The expenses, exceeding the limits, provided for by the corresponding Budget items, or the expenses, which were not priory provided for by the Budget, shall be deemed as windfall payments.

In case of occurrence of any windfall payments, specified in this point, the Client shall send a letter on the windfall payments under the form, provided for by the Annex No. 2 to this Process Scheme, to the Bank by means of Client-Sberbank System. The letter shall be signed with the EDS of the Chief Executive Officer or the duly authorized person. In case the amount of the payment under the windfall payments item exceeds 500,000 (five hundred thousand) rubles, the letter on the windfall payments shall be additionally signed with the EDS of the Chairman of the Board of the Client. In case of receipt of the file, not signed with the EDS in accordance with the requirements of this point from the Client, the Bank shall not file the payment order of the Client.

3.5.In case the letter on the windfall payments, sent by the Client, contains the information, identical to the details of the corresponding payment order, the Bank shall send the file with the Clients letter to the Client’s authorized representatives by means of Client-Sberbank System, and perform the transaction.

3.6.In case it is required to perform a transaction, which amount exceeds the limit under the main expense item/subitem, the Client shall form the payment orders, taking into account the following requirements:

3.7.The Budget and the minutes (the abstract from the minutes) of the meeting of the Board of Directors of the Client concerning approval of the Budget, shall be provided in the form of full, easily recognizable documents, certified by the Chairman of the Board of the Client or the Chair Member of the Board of Directors and the Deputy Chairman of the Board of Directors; the pages shall be numbered, bound and affixed by the Client’s seal.

3.8.The Client is obliged to provide the documents, confirming the election of the Chairman of the Board of Directors or the Chair Member of the Board of Directors and the Deputy Chairman of the Board of Directors, as well as the notarized samples of signatures of the abovementioned persons, to the Bank.

3.9.The Bank shall not undertake control over the Budget, presented with violation of the requirements, specified in the section 3.

3.10.The Bank shall not undertake control over the new Budget for the current period in case of discovery of the following violations within reconciliation:

4.1.For the purposes of performance of control by the Bank the Client shall provide the settlement (payment) documents for performance of the account(s) debit transactions in the electronic form by means of Client-Sberbank System. The liability for fulfillment of the undertaken obligations on transfer of the settlement (payment) documents to the Bank in the electronic form shall be borne by the Client, except for the cases of provision of the cheques by the Client to the Bank, as well as inability to use Client-Sberbank System, which occurred due to the fault of the Bank or the circumstances, beyond the control of the Parties. At execution of the payment order in the electronic form the filed “Purpose of Payment” shall be filled in by the Client in the form, provided for by the legislation, and shall mandatorily contain the information on the number and the date of the Agreement, strictly corresponding with the Budget (in case the performance of control over correspondence of the details of the agreement, specified in the Budget, with the details of the agreement, specified in the fields of the payment order, by the Bank, is provided for by the corresponding attribute in the Budget) and the Expense Items Code (for the Payment Orders for transfer of funds in foreign currency). At execution of the payment orders in foreign currency the Expense Items Code shall be specified at the beginning of the filed “Purpose of Payment”. At execution of the payment orders in the currency of the Russian Federation, the Expense Items Code shall be specified in the special field of the settlement (payment) documents preparation program (Client-Sberbank System). In case of provision of the payment order in the currency of the Russian Federation to the Bank in a hard copy, the Expense Items Code shall be specified at the beginning of the field “Purpose of Payment”. In the payment order, subject to foreign exchange control, the Expense Items Code shall be specified after the currency transaction code. The settlement (payment) documents can contain only one Expense Items Code. The letter with specification of the reasons, which caused inability to send it by means of

Client-Sberbank System, shall accompany the payment order in a hard copy. The letter shall be signed by the Chief Executive Officer and shall contain the impression of the seal of the Client.

In the cheques the Expense Items Code shall be specified in the field “Purposes of Expense”. The amounts of funds, issued under the cheques shall not exceed the amount, established by the p.5 of the Additional Agreement, to which this Process Scheme is attached as an Annex.

4.2.At purchase / sale (conversion) of foreign currency by the Bank under the assignment of the Client, the converted amounts can be credited only to the Accounts, opened in accordance with the Bank Account Agreements, specified in this Additional Agreement, to which this Process Scheme is attached as an Annex.

4.3.In case the Client provides the settlement (payment) document in a hard copy, except for the cases, provided for by the p. 4.1 of this Process Scheme, the Bank is obliged to return it to the Client and deny filing within two hours upon the moment of its provision and inform the Authorized Representatives of the Client on this fact by means of Clients-Sberbank System. The Bank shall immediately notify the Authorized Persons by means of Clients-Sberbank System on the fact of provision of the settlement (payment) document in a hard copy by the Client, as well as send the notification on sending the message by means of Clients-Sberbank System by e-mail.

The requirements of this point are not applicable to the cases of provision of the receipts to the Bank.

4.4.In case of receipt of a payment order from the Client, the Bank shall verify correspondence of the data, specified in the payment order, with the Budget, particularly, the following positions and issues shall be checked:

In case of receipt of the cheque on withdrawal of cash from the Account(s) the following positions and issues shall be checked by the Bank:

of the Budget, taking into account the payments, performed within the term of effect of the Budget under the corresponding Expense Items Code/the subitem of the Expense Items Code);

4.5.The Bank is obliged to deny the performance of the transaction in the following cases:

4.6.Control over expenses shall be performed on the basis of the limits under the items/subitems of the Budget, established for the current period.

4.7.In the cases, provided for by the p. 4.5, the Bank shall:

4.8.In case of issuance of a payment document to the Client’s Account(s) for non-acceptance/direct writing off the funds (payment requisition, collection order), the Bank shall perform the non-acceptance/direct writing off the funds from the Account(s) of the Client in the order, provided for by the effective legislation of the RF, the regulatory acts of the Bank of Russian, the internal documents of the Bank and the Bank Account Agreement, regardless of the Budget.

The Bank shall notify the Client and its Authorized Representatives by means of Client-Sberbank System, as well as send the notification on sending the message by means of Clients-Sberbank System by e-mail, on the fact of writing off the funds from the Client’s Account(s) under the payment document for non-acceptance/direct writing off the funds (payment requisition, collection order), within 1 (one) hour upon the moment of writing-off.

4.9.In case the Bank has any remarks concerning a settlement (payment) document, the time of its filing shall be shifted for the period of time, required for compliance with the remarks.

4.11.The correctness of execution of the settlement (payment) documents and signatures of the persons, authorized to operate the Account(s), as well as the powers of the sole executive body and/or the representative of the Client, who signed and/or provided the settlement (payment) documents to the Bank, shall be checked by the Bank under the procedure, provided for by the effective legislation, the requirements of the Bank of Russia, banking rules and the conditions of the agreements.

4.12.The funds, which were credited to the Client’s Account(s) by a mistake, shall be written off by the Bank without acceptance with attachment of the document, which serves as the basis for writing off the funds (the letter of the contractor Bank, the letter of the Client, the other documents).

4.13.The Bank is entitled to request the documents, required for performance of control over payments.

5.1.The information on expenses from the Account(s) in the form of a report (under the form of the Annex No. 3 to this Process Scheme) on implementation of the Budget shall be sent by the Bank on a monthly basis on a cumulative total from the beginning of the Planning Period not later than on the 2^nd working day of the month, following the accounting month, (or with the other frequency under the written request from the Client/Authorized Representatives of the Client) to the Client and its Authorized Representatives by means of Client-Sberbank System.

5.2.On the basis of the report on implementation of the Budget, received from the Bank, the Client and its Authorized Representatives shall carry out reconciliation of the temporary information on the Budget expenditure within 3 (three) working days upon the receipt: the performed transactions and the balances (unencumbered limits) under the items of the Budget as of the beginning of the month, following the accounting month.

5.3.In case there are no discrepancies the Client and its Authorized Representatives shall send a confirmation on absence of discrepancies to the Bank by means of Client-Sberbank System not later than 3 working days upon the moment of receipt of the report on implementation of the Budget.

5.4.In case the Client and/or its Authorized Representatives discover any discrepancies between the information on implementation of the Budget within the accounting month, provided by the Bank, with the Client’s data, the Client and/or its Authorized Representatives shall immediately notify the Bank on this fact and the Parties shall assume measures for settlement.

5.5.Reconciliation of the balances (unencumbered limits) under the items of the Budget shall be also performed by the Parties in case of approval of a new Budget for the current period.

5.6.Within 5 (five) working days upon the end of the Planning Period the Client and its Authorized Representatives shall perform the final reconciliation of the information on implementation of the Budget and in case of absence / discovery of discrepancies perform the actions, specified in the points 5.3, 5.4.

(Annex No. 1 to the Additional Agreement as of _______________ 2012 to the Bank Account Agreements ( No. ____as of __________, No. _____ as of _______________, No. ______ as of ______________ and to the Service Agreement with Use of Client-Sberbank System No. ______ as of _______________)

__________________________________________________________ notifies on the windfall payments,

(name of the company)

stipulated by the article “Windfall Payments Reserve”:

(Annex No. 1 to the Additional Agreement as of _______________ 2012 and to the Bank Account Agreements ( No. ____ as of __________, No._____ as of _______________, No. ______ as of ______________ and to the Service Agreement with Use of Client-Sberbank System No. ______ as of _______________)

(Annex No. 1 to the Additional Agreement as of _______________ 2012 and to the Bank Account Agreements ( No. ____ as of __________, No._____ as of _______________, No. ______ as of ______________ and to the Service Agreement with Use of Client-Sberbank System No. ______ as of _______________)