AIRCRAFT LEASE AGREEMENT

Made and entered into by and between

Wings Over Africa Aviation Limited P.o box 46487-00100,
Nairobi, Kenya, Development House, 8th Floor, Suite 814
A duly incorporated company in terms of the laws of The Republic of Kenya
(Herein represented by Mr. Anthony A Mmeri, Managing Director/CEO duly authorized)
(Hereinafter referred to as the “LESSOR/AGENT”)
And
__________________________________________
(Herein represented by _______________ (______________)
(Hereinafter referred to as the “LESSEE”)

RECORDAL
Whereas is desirous to lease from the LESSOR One Aircraft Type: ________________
REG: _______________ or ________ tons SERIAL Number _________(the
“AIRCRAFT”) for Commuter cargo and passengers.

AND WHEREAS the LESSEE is desirous of renting the AIRCRAFT for purpose of
transporting cargo, passengers and luggage between various Locations in South Sudan
based at Juba International airport.

AND WHEREAS Wings over Africa Aviation Limited and

_________________________ wish to set forth terms and conditions upon which the
hire of the Aircraft is to be governed:

NOW THEREFORE the parties agree as follows:

ARTICLE 1 - DEFINITIONS.

“Aircraft” shall mean the aircraft of the type and quantity specified in Annex 1 and the
property or in the management of the Lessor or for which Lessor acts as agent.

“Agreement” shall mean this lease agreement incorporating any Annexes attached hereto
and any future Amendments in writing introduced.

“Base” shall mean _________________.

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 “Commencement Date” shall mean the date when the Aircraft is delivered to the Lessee
at the Delivery Airport.

“Convention” shall mean the Warsaw Convention for the Unification of Certain Rules
relating to International Carriage by Air signed at Warsaw 12th October 1929 as amended
by Hague Protocol signed at The Hague on 28th September 1955.

“Delivery Airport” shall mean the airport at which the Lessor delivers to the Lessee the
Aircraft complete with all necessary personnel equipment to satisfy the requirements of
this Agreement.

“Event of Default” shall mean any breach by Lessor or Lessee of its obligations as
specified in this Agreement.

“Lease Price” means the minimum amount which shall be paid by the Lessee to the
Lessor for the Minimum Guaranteed Block Hours at the Block Hour Rate for each
calendar month.

“Lease Term” shall mean the period commencing on the Commencement Date and
Terminating on the Termination Date.

“Termination Date” shall mean the earliest date on which this Agreement may be
terminated in accordance with the provisions of Article 4 of this Agreement.

ARTICLE 2 – OBLIGATIONS OF THE LESSOR

2.1 Subject to the Lessee fulfilling all its undertakings under this Agreement the Lessor
undertakes to deliver the Aircraft to the Lessee at Mogadishu International Airport with
crew on date of commencement.

2.2 The Aircraft shall be in an airworthy condition in accordance with the regulations of
the State of Registry as appropriate.

2.3 The Lessor will cause the Aircraft to be maintained in accordance with the
manufacturer’s recommendations, the flight manual and the applicable laws and
regulations of the State of Registration.

2.4 The lessor shall ensure that the Less or’s personnel follow the reasonable instructions
of the duly authorized representatives of the Lessee in accordance with the terms and
conditions of this Agreement.

2.5 The Lessor and the Lessee shall agree a mutually convenient program me for the
rostering of the technicians in accordance with flight programme required.

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2.6 The Lessor shall provide flight crew for the aircraft as specified in Annex 1.
Replacement or additional crews are available from Base if required by the Lessee.

2.7 The Lessor will ensure the aircraft is maintained according to the Manufacturer with
the Maintenance organizations authorized and the Lessor will give notice of at least 4
days to Lessee when aircraft is due for maintenance to enable the Lessee make
contingency plans.

2.8 The Lessor will ensure the aircraft carries the weight authorized by manufacturer
and lands at airstrips suitable and Captains discretion is final on acceptance of flight.

ARTICLE 3 – OBLIGATIONS OF THE LESSEE.

3.1 The Lessee undertakes to secure all licenses to operate in __________ including
crew visas, work permits and show copies certified by the authorities or has to
show original and Lessor/Agent to take copies before the aircraft is delivered at
Liberia Airport.

3.2 The Lessee will be responsible for all documents required to operate this aircraft
passenger manifest, General declarations, cargo manifest and air waybills for any
cargo airlifted.
3.3The Lessee will arrange and pay for throughout the lease warehouse, customs
documentation, and ground handling, cleaning and loading of aircraft at Juba
international airport and any other destinations the aircraft will operate into.
3.4 The Lessee undertakes to make payments free of the bank charges when the
guaranteed hours are almost exhausted for example left with 10 hrs otherwise the
Lessor will return aircraft to Nairobi.
3.5 The Lessee undertakes and guarantees that the Aircraft shall be used for the carriage
of cargo, mail and passengers and that the Aircraft shall not be used for any illegal
purpose.

3.6 The Lessee undertakes to ensure that any Dangerous Goods as defined in the ICAO
Technical Instructions for the Safe Transport of Dangerous Goods by Air shall be
notified to Lessor prior to carriage and agrees that carriage shall be subject to
approval of the Lessor.

3.7 The Lessee undertakes that munitions of war shall not be carried without the express
approval of the Lessor, the written approval of the countries of origin and destination
and the country of registration of the Aircraft.

3.8 The Lessee shall observe at all times the regulations of the Lessor regarding the work
and rest requirements of the flight crews and technicians.

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3.9 The Lessee will be responsible for aircraft security, crew accommodation as per
ICAO standards, ground transport, 3 meal plan, mineral water, cleaner, storage of
spare parts, per diem Captain USD 50=00 Co-Pilot USD 50=00 and Engineer USD
50=00 per day per crew The Lessee will cater and pay for all licenses and clearances
to operate in ______________and provide copies to the Lessor at their cost.
3.10 The Lessee will guarantee minimum 0=50 hrs @ USD________ per block hours.
3.11 There will be positioning and repositioning costs will be USD _________.

ARTICLE 4 – TERM AND TERMINATION

4.1 The Lease term shall be as specified in Annex 1.

4.2 The lease Term may be extended for an additional period under terms which shall be
mutually agreed between the Parties subject to continued availability of the Aircraft.
Should the aircraft continue operations for the lessee, all terms and conditions contained
herein shall remain in full force and effect unless otherwise agreed in writing.

4.3 In all events when the Agreement is terminated in less than one month notice full
month guaranteed hours will be paid by either party that has terminated the contract.

4.4 The operations will only commence once the contract is signed by authorized
personnel of the Lessor and Lessee stamped or sealed and each party to provide copy of
certificate of registration, memorandum and articles of association and directors list from
registrar of companies. The Lessee will pay one-month security deposit and one month
upfront of the guaranteed hours, positioning and repositioning fees and crew one month
per diem before delivery of aircraft.
4.5 If the Lessee is fails to make lease rentals when they fall due the Lessor will give a
notice of one week thereafter the security deposit will be utilized and when exhausted
without the Lessee paying arrears then the aircraft will be reposed by Lessor. And if the
payments are not made when they fall due there will be 25% interest charged per month.

ARTICLE 5 – ACMI PER BLOCK HOUR.

5.1 The ACMI rate will be based on minimum 50 hrs per month.

5.3 The contract will be for 3-month renewable based on performance.

5.4 Payments will be made to Wings Over Africa Aviation Limited cleared free of bank
charges as per below bank details in US dollars.
Account Name: Wings Over Africa Aviation Limited
Bank Name: Equity Bank Limited
Account Number USD: 0020298837224
Branch Code: 002
Bank Code: 68
Swift Code: EQBLKENA

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ARTICLE 6 - INSURANCE

6.1 The Lessor is responsible for the hull and Lessee extra war risk insurance at cost from
the insurance company of the Lessor.
6.2 Lessee to ensure the thirty party passenger liability for the aircraft which will be in
the name of the Less or, owner and Lessee which will be paid by Lessee at cost plus extra
war risk insurance.

ARTICLE 7 – PAYMENT TERMS AND CONDITIONS

7.1 The Lessee shall make all payment cleared free of bank charges on Lessors/Agent
account when it falls due and with any extra hour flown above the minimum
guaranteed hours.

7.2 The Lessee agrees that the Lessor and/or Agent is under no obligation to continue
operations of the Aircraft should any payment not be made when due.

7.3 Payment of guaranteed hours is paid whether flown or not per month.
7.4 Should the fuel prices or spare parts increase then we will adjust the above ACMI
rates accordingly.
7.5 Crew per Diem to be paid on a monthly basis direct to the Lessor.
7.6 The above ACMI rate is valid one week from date of signing and if Lessee will not
have made payment then this contract will be null and void and new ACMI rate will
be renegotiated and all administration costs recovered from security deposit paid and
balance paid to the Lessee.

ARTICLE 8– LIMITATIONS OF LIABILITY

8.1 The Captain of the Aircraft shall have complete discretion concerning the load carried
on board the Aircraft, the amount of freight to be carried and its effective distribution, as
to whether or not any flight should be made and as to all other matters relating to
operation of the Aircraft in respect of the relevant weather conditions, airport facilities,
flight and operations manual of the Aircraft and the Lessee shall accept all such decisions
of the Captain as being final and binding.

8.2 If the Aircraft is grounded because of any malfunction or lack of spare parts and the
Lessor informs the Lessee before the cargo is harvested, then the Lessor will not be
responsible for any compensation. But in the event the cargo is brought and the
aircraft develops a technical problem in flight and the Lessor is unable to execute the
flight then the Lessor will compensate the Lessee the cost of the cargo, transport,
warehouse, custom documentation and ground handling at cost.

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8.3 The Lessor is not responsible for any loss suffered by the lessee due any grounding,
lack of availability or serviceability of the aircraft as long the Lessor informs the
Lessor before the cargo is harvested and it has to be in good time unless otherwise
stated.

8.4 For all international carriage by air to which the Convention is applicable, the Lessee
shall ensure that the provisions of the Convention, as relevant to the flight concerned,
and all obligations of the Lessor there under are duly observed. If the transportation
routes involve an ultimate destination or stop in a country other than the country of
destination, the Convention may be applicable and the Convention governs and in
most cases limits the liability of carriers for death or bodily injury and in respect of
loss or damage to baggage.

8.5 The Lessor shall assume all liability and responsibility for and shall indemnify the
Lessor and/or Agent, its officers, servants and agents and any independent
contractors, to the extent not covered by the aircrafts insurance, free and harmless
from an against all claims and expenses incidental thereto in respect of:

1. Loss or Damage to the Aircraft;

2. Death or injury of flight crew or technical staff and/or third parties whether
in the air or on the ground caused by the Aircraft or any part thereof;

Except where such death, injury or damage occurs due to the willful misconduct
of the Lessor and/or Agent, its officer, servants or agents as the case may be and
the same is not covered by the insurance’s effected by the Lessor.

8.6 The Lessee shall assume all liability for and shall indemnify and hold the Lessor
and/or Agent, its officers, servants and agents and independent contractors free and
harmless from any and all claims and expenses incidental thereto in respect of:

1. Loss or delay of or damage to cargo to be carried, including during

loading and off-loading to and from the Aircraft;

2. Delay, injury or death of the cargo attendants while on board before

embarkation and/or disembarkation to/from the aircraft.

ARTICLE 9 – TAXATION

9.1 If any national or local jurisdiction or authority should require any deduction or
withholding from any payment due by the Lessee to the Lessor and/or Agent under
this Agreement, then the Lessee shall pay to the Agent such additional amounts as
are sufficient to produce for and be received by the Lessor that amount which would
otherwise have been received without such withholding or deduction.

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 9.2 The Lessee shall not be responsible for any liability for the taxes (including but
not limited to income tax, licenses, customs and other duties or assessments including
the amount of interest and penalties in connection therewith) imposed, assessed
withheld by the government or authorities in the country of registration of the
Aircraft.

9.3 The Lessor shall pay any taxes or fees payable in respect of the execution, registration
or translation of this Agreement for any purpose. Following any such translation, this
English language version shall take precedence.

ARTICLE 10 – FORCE MAJEURE

10.1 Circumstances of force majeure shall relieve the parties of their obligations
under this Agreement during such time as the effect of the event of force majeur
lasts.

10.2 Circumstances of force majeure under this Article 11 are fire, serious flooding,
earthquake or other natural calamities, war or military actions of any kind, or
any other circumstances beyond the reasonable control of the parties.
10.3 The Party affected by the event of force majeure shall immediately notify the
other Party of the beginning of the effect of the event of force majeure and the
occurrence of such an event shall be confirmed within fourteen (14) days of such
notice by a certificate issued by the relevant Chamber of Commerce.
10.4 The Party affected by the event of force Majeure shall immediately notify the
other Party of the end of the effect of the event of force majeure.

ARTICLE 11 – MISCELLANEOUS PROVISIONS

11.1 The headings in this Agreement are for convenience only and shall not govern the
interpretation of any of the provisions of this Agreement.
11.2 This Agreement contains the entire agreement between the parties dealing with
the subject matter hereof and cancels and invalidates all other commitments or
representations which may have been made by the parties either orally or in
writing prior to the date hereof. There are no representations, warranties,
conditions, guarantees or understandings other than those expressly set forth
herein.
11.3 If any provision of this Agreement is invalid, ineffective, unenforceable of illegal
for any reason, such decision shall not affect the validity or enforceability of any
or all of the remaining provisions hereof. The parties agree that should any
provision of this Agreement be invalid or unenforceable then they shall forthwith
enter into good faith negotiations to amend such provision in such a way that, as
amended, it is valid and legal and to the maximum extent possible carries out the
original intent of the parties as to the point or points in question.
11.4 The failure of one of the parties under this Agreement to exercise any right,

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 power or option given to it under this Agreement or to insist upon strict
compliance with the terms of this Agreement by any other Party shall not constitute a
waiver of the terms and conditions of this Agreement with respect to any subsequent
breach thereof, nor a waiver by each of the parties of its rights at any time thereafter
to require strict compliance with all the terms of this Agreement.
11.5 Any amendment of or addition to the terms of this Agreement shall only be
valid if made in writing and signed by authorized representatives of the parties.
11.6Any notice required or permitted by this Agreement shall be written in English and
shall be sent by fax or to the address set out in Annex 1. All such notices shall be
deemed to have been received by the addressee within twenty-four (24) hours if sent
to the correct fax number of the addressee.

11.7The Lessor may upon notification to the Lessee assign the benefits of this
Agreement to a third party. The Lessee may not assign or otherwise transfer any of
its rights or obligations under this Agreement without the prior written consent of the
Lessor.
11.8The Parties hereby agree that the contents of this Agreement shall be regarded as
confidential and shall not be disclosed to any other enterprise, organization or agency
without the prior agreement of both parties or unless compelled by operation of law.
The parties hereby expressly acknowledge and confirm that the said contents
constitute trade secrets of value to both Parties.

ARTICLE 12 – GOVERING LAW

12.1 All disputes or differences which arise out of or in connection with this Agreement
or its construction, operation, termination or cancellation shall be settled by means of
negotiation between the Parties.
12.2 If the parties can not settle any such dispute or difference within seven (7) days after
first conferring then such dispute or difference shall be settled under the law
governing the law of Kenya.

12.3Any dispute arising in connection with this contract shall be finally resolved in
accordance with the Rules and Arbitration Foundation of Kenya; by arbitrators
accredited by the Foundation if not then the courts will not be excluded as
adjudicators.

This Agreement is thus entered into on this the _____________________,

........................................................................
Lessor/Agent Signature
SIGNED by a duly authorized representative for and on behalf of Lessor.

Company: Wings Over Africa Aviation Limited

P.o Box 46487-00100 Nairobi,Kenya
Development House,8th Floor,Suite 814

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 Moi Avenue opposite Coop Bank Building
Email : sales@flywingsaviation.co.ke,info@flywingsaviation.co.ke
Telephone: +25420221885/86/92 Mobile +254775532509
+254734403235
Whatsapp : +254722599185
Skype : anthony mmeri

Name: Anthony A Mmeri

Designation: Managing Director/CEO

Signature & Company Rubber Stamp: ___________________________

WITNESS:

Name: Violet Nyatundo Ngolo

Designation: Executive Director

Date: ____________________

Lessee Signature
SIGNED by a duly authorised representative for and on behalf of Lessee

Company: ___________________________

Telephone: __________________________

Name: ________________________________

Designation: _____________________________

Signature& Company Rubber Stamp________________________________

WITNESS:

Name: _________________________ Designation: ___________

Signature: _______________________ Date: _________________