Bismillahir Rohmanir Rohiym

Centris Towers × C-Space

A proposed term sheet for the construction and operation of the first Ultra-Premium Serviced Office and Coworking center in Tashkent. This document outlines key discussion points and an updated framework for cooperation.

Non-Binding Discussion Document

Key Parameters

Total Area (Office) 1,652 sqm

Terrace Area 526 sqm

Café Area 81 sqm

Profit Split 80% / 20%

Contract Duration 5 Years

Total Desks 241

01 — Purpose

The Ultra-Premium Vision

Targeted at representative offices of large corporations, HNWIs, and professionals servicing premium clientele in Tashkent.

◆

First of its Kind

The first Ultra-Premium serviced office and coworking center in Tashkent, setting a new benchmark for professional workspace in Uzbekistan.

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Premium Clientele

Representative offices of international corporations, high-net-worth individuals, and professionals who demand exceptional workspace environments.

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Centris Tower Ecosystem

A one-of-a-kind business center. The premium workspace will drive value across the entire Centris Tower complex through spill-over effects.

02 — Deal Structure

Partnership Framework

Profit sharing agreement between Centris Towers and C-Space, operated through a dedicated SPV.

Centris Towers — 80%
Capital Expenditure Provider
Full CapEx for office space construction, renovation, furniture, HVAC, and technology infrastructure.
80% Profit Share
Majority share through SPV "Centris Space" reflecting the capital commitment and asset ownership.
Building Integration
Centris Towers provides the physical space and benefits from increased building value and tenant attraction.

C-Space — 20%

Know-How & Project Management

Interior design, floorplan creation, vendor selection, and hands-on project management for the build-out.

Operations & Sales

Day-to-day operations, tenant sales, marketing campaigns, and community management.

OpEx Sharing via SPV

Operating expenses incurred through 80/20 SPV "Centris Space," aligned with profit distribution.

03 — Capital Expenditures

Why Terrace & Café Must Be Separated

Including non-revenue social areas in the CapEx base makes it mathematically impossible to achieve the 12% ARR threshold.

Scenario A — Office Space Only

$7,033,416

1,652 sqm — Revenue-generating areas only

Space Acquisition $5,759,286

Renovation $629,200

FF&E + Tech $597,130

Operational Budget $47,190

Cost per SQM $4,257/sqm

Scenario B — Including Terrace + Café

$8,294,520

2,259 sqm — Including non-revenue social areas

Office CapEx (base) $7,033,416

Terrace (526 sqm) +$964,158

Café (81 sqm) +$296,946

Additional CapEx +$1,261,104

⚠ +18% more capital, zero direct revenue — dilutes ROI below 12% for first 4 years

Detailed CapEx Breakdown

Category	Total (USD)	Total (UZS)	$/SQM	$/Desk
1,652 sqm Space	$5,759,286	69.69B	$3,666	$23,891
Office Renovation	$629,200	7.61B	$400	$2,610
Desks & Chairs	$157,300	1.90B	$100	$653
HVAC System	$314,600	3.81B	$200	$1,305
Furniture	$78,650	952M	$50	$326
Tech Equipment	$47,190	571M	$30	$196
Operational Budget	$47,190	571M	$30	$196
Office Total	$7,033,416	85.10B	$4,257	$29,178
+ Terrace (526 sqm)	$964,158	11.93B	$1,833	$4,001
+ Café (81 sqm)	$296,946	3.59B	$3,666	$1,232

04 — ROI Impact Analysis

The 12% Threshold Problem

Side-by-side comparison shows terrace and café CapEx pushes ROI below the 12% annual target for the first four years.

Scenario A — Office Only ($7.03M)

Year 1 4.7% Ramp-Up

Year 2 12.0% ✓ 12% Met

Year 3 12.9% ✓ 12% Met

Year 4 12.9% ✓ 12% Met

Year 5 14.7% ✓ 12% Met

Scenario B — With Terrace + Café ($8.29M)

Year 1 4.0% Below 12%

Year 2 10.2% Below 12%

Year 3 10.9% Below 12%

Year 4 10.9% Below 12%

Year 5 12.5% ✓ Barely Met

⚠ 12% target missed for 4 out of 5 years when social areas included in CapEx base

Annual ROI — Office Only vs. Including Terrace & Café

05 — Spill-Over Effect

Indirect Value Beyond Direct Returns

Terraces, cafés, and social areas create value across the entire Centris Tower ecosystem — not just within the coworking space.

🏢

Building Attraction

A flagship premium space draws more tenants to the whole building, increasing occupancy across all floors.

💰

Higher Average Check

Premium positioning enables higher rental rates for other tenants who benefit from the ecosystem and services.

🤝

Add-Value Services

Café, meeting rooms, event spaces, and concierge services available to all building tenants — creating cross-revenue.

📈

Market Positioning

Centris Towers becomes the premium address in Tashkent, defensible against new buildings entering the market.

Market Risk Context — Why Premium Positioning Matters

Internal Competition Risk

Many landlords in Centris Tower will push to attract tenants, creating internal price-competition in the first 18–24 months. Premium differentiation through social amenities is our defense.

New Supply Pressure

Inflow of new buildings in Tashkent may lead to stagnation of market prices. Ultra-premium positioning with terraces and café insulates us from commodity pricing.

06 — EBITDA Projections

Five-Year Financial Roadmap

Conservative projections based on graduated occupancy ramp-up, reaching $1.1M EBITDA by Year 5.

Year 1

$330K

10%–60% occupancy ramp

Year 2

$843K

70%–80% occupancy

Year 3

$907K

80% steady state

Year 4

$907K

80% steady state

Year 5

$1.04M

90% target occupancy

$4.0M

5-Year Cumulative EBITDA

Revenue Composition at Steady State (80% Occupancy)

Private Offices 74%

Ded.

Flex

Book

Other 12%

Private Offices — $81.7K/mo

Dedicated — $5.6K/mo

Flex — $3.7K/mo

Bookings — $6.2K/mo

Other — $13.2K/mo

07 — Proposed Terms

Key Conditions

Proposed safeguards and performance metrics to protect both parties and ensure aligned incentives.

Contract & Performance

Duration: Minimum 5 years with early termination penalties for both parties.

Rationale: 5-year commitment required to effectively attract and retain long-term corporate tenants.

Performance Floor: Below 80% of Annual EBITDA target constitutes fair ground for early termination or asset sale.

Tenant Protection: All existing tenant agreements must be honoured regardless of termination scenario.

12% ARR Position

Office Areas: 12% ARR is achievable and expected on sections focused for offices and direct revenue generation.

Social Areas: Terraces, cafés, and balconies will underperform if measured only through direct financial outputs — they create indirect value.

Proposal: Remove 12% threshold from total CapEx calculation. Measure office-only ROI against 12%, treat social areas as building-wide investment.

Focus: Create the best possible product for tenants rather than optimise for a blended ROI metric.

Operating Model

SPV: "Centris Space" — 80/20 profit-sharing vehicle for all operations.

CapEx: Funded entirely by Centris Towers.

OpEx: Incurred through the 80/20 SPV, split proportionally.

Monthly OpEx Base: ~$24.5K/month starting, scaling to ~$23K at steady state.

Occupancy Ramp-Up

Months 1-2: 10% — Initial launch and marketing

Months 3-6: 20-30% — Early traction

Months 7-12: 40-60% — Growth phase

Months 13-18: 70% — Maturation

Months 19-48: 80% — Steady state

Months 49-60: 90% — Peak performance

08 — Conclusion

Creating Exceptional Value
for the Entire Ecosystem

We propose focusing on building the best possible product. The 12% ARR is demonstrably achievable on office-only CapEx. Social areas should be measured by their ecosystem impact, not as standalone investments.

$7.03M

Office CapEx

12%+

ARR from Year 2

$4.0M

5-Year EBITDA

241

Desk Capacity

Schedule Discussion Review CapEx Analysis

Confidential — For Discussion Purposes Only