Topic conduct a contract negotiation bamboo airways (vn) and boeing company (us) negotiate to buy plane

Total value of the Agreement shall be made by instalment as follow: The First Installment: Party B shall deposit 80 percent of the total value of theAgreement equivalent to USD 4,560.000

MINISTRY OF JUSTICE HANOI LAW UNIVERSITY

Chairman of the Board Ms Thi Hong Lam Phan

Chief Flight Operations Officer Ms Huong Giang Bui

Deputy Engineering and Maintenance Director Ms Thuy Duong DoChief Brand Officer Ms Thi Hai Yen Nguyen

Chief Technical Officer Mr Duc Luong Tran

Chief Financial Officer Mr Nhat Quang Nguyen

Chief Human Resources Officer Ms Binh Xuan Nguyen

Boeing Airways

Chairman of the Board Ms Tong Huong Tra Nguyen

General Director Ms Thi Ut Nguyen

Accounting manager Ms Thuy Ngan Dang

Chief Brand Officer Ms Thi Thu Phuong Nguyen

Chief Financial Officer Ms Minh Ngoc Nguyen

Chief Technical Officer Ms Thi Le Na Vo

Ms Thi Mai Chi Luong - Minutes

SALES AGREEMENT

Sales Agreement (hereinafter referred to as “Agreement”) is made on this day of August by and between:

THE SELLER

Boeing Airways Joint Stock Company (hereinafter referred to as “Party A”)

Head Office Address: Chicago, Illinois, America

Tax code: 123456789

Tel: +1 (202) 861-0737 Facsimile: + 84 (8) 05476281Bank account: 081202759

Represented by: Ms Tong Huong Tra Nguyen

Position: Chairman of the Board

Represented by: Ms Thi Hong Lam Phan Position: Chairman of the BoardHereinafter collectively “the Parties”

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the Parties, intending to belegally bound, hereby agree as follows:

SECTION 1: DEFINITION AND INTERPRETATION

For purposes of this Agreement, the following terms have the followingmeanings, respectively:

“Acceptance” means the Deliverables are found to comply in all respects withthis Agreement and all goods, services, materials, documents and otherinformation required under this Agreement have been supplied to Boeing

“Agreement” means the Purchase Order, these Purchase Order Terms andConditions, and where applicable the Special Terms and Conditions and anydocument expressly incorporated as part of this Agreement

“Boeing” means Boeing 787-9 Dreamliner

“Commodity” means aircraft and related equipment

“Delivery date” means the date on which the Aircrafts have been bought willarrive at Bamboo Airways’ airport

“Delivery note” means a document sent with a shipment of Aircrafts thatdescribes the aircraft and the quantities being delivered

“PO” means proposed purchase contract, which incorporates by referencethese General Provisions and other terms and conditions set forth in thisproposed purchase order

“Deliverable” means a project management term that's traditionally used todescribe the quantifiable Commodity that must be provided upon thecompletion of a project

SECTION 2: SALE OF AIRCRAFT

Party A agrees to sell to Party B and Party B agrees to purchase from Party Athe following Aircraft:

1. Commodity and Price

Commodity Details Unit price

285,000,000

2.3. Quality of Commodity

Party B shall manufacture, pack and supply the Commodity in accordancewith industry standards, quality, functionality, life-cycle declared itself orregistered to the authorities

SECTION 3: PRICE AND VALUE OF AGREEMENT

1 The Commodity Price, therefore the total value of Agreement, shallremain unchanged during the implementation of Agreement

2. The total value of Agreement, shall be inclusive of all kinds of taxes, thecosts of packaging and delivery of Commodities

3. Total value of the Agreement: USD 5,700,000,000

(In words five billions seven million United States Dollar)

SECTION 4: PAYMENT

Party B shall pay the amount to Party A within 30 days of receiving aCorrectly Rendered Invoice from Party A Party B has no liability for anyother expense or cost incurred by Party A Party B shall be deemed to havewaived all charges and fees that are not invoiced within 180 days of becomingdue for payment

4.1 Total value of the Agreement shall be made by instalment as follow:

The First Installment: Party B shall deposit 80 percent of the total value of theAgreement equivalent to USD 4,560.000.000 (in words four billion fifty-sixhundred million United States Dollar) within five working days from thesigning date The deposit shall ensure the performance of this Agreement, andmay be offsetted automatically for Party A’s obligation payment afterDelivery Note duly signed by the Parties

The Second Installment: Party B shall pay 20 percent of the total value of theAgreement in the period of 60 days from the actual Delivery Date and thepresence of Delivery Note and a fiscal invoice In case, Party B returns 55percent of the quantity of the Commodity without fault of Party A, Party Bshall pay for the value of Commodity actually delivered

4.2. Payment Method:

The payment shall be made to the bank account of Party A as nominatedbelow:

Beneficiary: Ms Tong Huong Tra Nguyen

Bank: American’s bank Branch: Illinois-Southern

Account number: 081202759

The transfer fee shall be at Party B’s cost.

SECTION 5: RISK AND TITLE

Risk in the Deliverables passes from Party A to Party B on the completion ofboth delivery and Acceptance Ownership of, and unencumbered title to, theDeliverables or any part of the Deliverables passes to Party A upon payment.Where payment is made in instalments, ownership passes in proportion to thepercentage paid

SECTION 6: PRE-PURCHASE INSPECTION

6.1 After the signing of this Agreement, Party B shall have the right toperform a pre-purchase inspection of the Aircraft Party B may inspect andtest the Deliverables prior to Acceptance If, in the reasonable opinion ofParty B, the Deliverables do not comply with the requirements of thisAgreement, Party B may reject and return the Deliverables at Party A'sexpense Party B shall have the right to conduct further inspections and testsafter Party A has carried out its remedial actions

6.2 If Party B does not perform or have this inspection performed within 10days of the signing of this Agreement, then Party B shall be deemed to havewaived his/her/its right to such inspection

6.3 Upon completion of this inspection, Party B shall have 15 days to notifySeller that he/she/they will not purchase the Aircraft If Party B elects not topurchase the Aircraft, Party B shall notify Seller in writing of this decision 6.4 Upon receipt of such notice, Party A shall return, or have returned, within

15 days, to Party B all payments made by Party B, except for the deposit.Upon completion of this inspection, Party B shall present to Party A any list

of discrepancies compiled Party A shall have 10 business days to review thelist and to notify Party B of Party A's decision: (a) to pay to have thediscrepancies - discrepancies affecting the airworthiness of the Aircraftrepaired at Party A's expense and to complete the sale; or (b) to decline to paythe costs of repairs and to terminate the Agreement If Party A declines to paythe cost of repairs, Party A shall refund, or have refunded, Party B's depositand shall reimburse Party B for the cost of the pre-purchase inspection

7.1.2 provide a copy of the manufacturer’s certificate of conformance alongwith Party A’s release certificate where applicable.

SECTION 8: TERM

8.1 If Party A:

8.1.1 becomes bankrupt or insolvent, or being a company, goes intoliquidation or has a receiver or manager appointed on behalf of its debentureholders, creditors or their assigns; or

8.1.2 is subject to a petition presented or proceedings taken or instituted inany court for the compulsory winding up of Party A and not having thepetition or proceedings removed within one month of service; or

8.1.3 breaches any of the obligations specified in clauses

8.1.4 commits any act or omission, or breaches this Agreement and fails toremedy such default within seven days of delivery of a notice from Boeingrequiring the Supplier to remedy the breach,

8.2 Boeing may immediately (without prejudice to any other right orremedies which Boeing may be entitled to, whether under this Agreement, atlaw in equity or otherwise), terminate this Agreement by serving writtennotice on Party A

SECTION 9: DAMAGES

9.1 Any non-performance gives the aggrieved party a right to damages eitherexclusively or in conjunction with any other remedies except where the non-

performance is excused under force majeure as provided for in Section 14 ofthis Agreement.

9.2 Where this Agreement is not avoided, damages for a breach of thisAgreement by one party shall consist of a sum equal to the loss, including loss

of profit, suffered by the other party Such damages shall not exceed the losswhich the Party in breach ought to have foreseen at the time of the conclusion

of this Agreement, in the light of the facts and matters which then wereknown or ought to have been known to it, as a possible consequence of thebreach of this Agreement

9.3 If this Agreement is avoided and if, in a reasonable manner and within areasonable time after avoidance, Party B has bought Aircraft in replacement

or Party A has resold Aircraft, the Party claiming damages shall recover thedifference between the Agreement price and the price paid for Aircraft bought

in replacement or that obtained by the resale

9.4 The damages referred to in paragraphs 10.4 and 10.5 of this Section may

be increased by the amount of any reasonable expenses incurred as a result ofthe breach or up to the amount of any loss, including loss of profit, whichshould have been foreseen by the Party in breach, at the time of theconclusion of this Agreement, in the light of the facts and matters which wereknown or ought to have been known to it, as a possible consequence of thebreach of this Agreement

9.5 Damages are to be paid in a lump sum

9.6 Damages are to be assessed in the currency in which the monetaryobligation was expressed

SECTION 10: MITIGATION OF HARM

A party who relies on a breach of this Agreement must take such measures asare reasonable in the circumstances to mitigate the loss, including loss ofprofit, resulting from the breach If it fails to take such measures, the Party inbreach may claim a reduction in the damages in the amount by which the lossshould have been mitigated

SECTION 11: TERMINATION

11.1 Boeing, in addition to any other rights it has under this Agreement, may

at any time and for any reason terminate this Agreement, by notifying Party A

in writing that this Agreement, or a specified part of this Agreement, isterminated from the date specified in such notice Upon receipt of a notice oftermination in whole or part the Party A must:

11.1.1 immediately cease work on all Deliverables specified in the notice;11.1.2 comply with any direction that Boeing may give to Party A in relation

to the subsequent performance of this Agreement;

11.1.3 do everything possible to mitigate all loss, cost (including the cost ofcompliance with any such direction) and expense arising as a consequence ofthe termination of this Agreement or a part of this Agreement; and

11.1.4 terminate all affected sub-Agreements or supply agreements

11.2 If requested in writing by Party A within a period of 30 days from theservice of a notice given pursuant to this clause and supported by reasonabledocumentation, Boeing will pay to Party A all amount due and not previouslypaid to Party A for any Deliverables completed in accordance with thisAgreement and for work thereafter completed up to the effective date oftermination as specified in the notice The total sum to be paid to Party A willnot include any consideration for loss of anticipated profits for terminatedDeliverables or work, and Party A acknowledges that it has no claim inrelation to such consideration

SECTION 12: AVOIDANCE OF AGREEMENT

12.1 There is a breach of Agreement where a party fails to perform any of itsobligations under this Agreement, including defective, partial or lateperformance

12.2 There is a fundamental breach of Agreement where:

12.2.1 strict compliance with the obligation which has not been performed is

of the essence under this Agreement; or

12.2.2 the non-performance substantially deprives the aggrieved party ofwhat it was reasonably entitled to expect under this Agreement.

12.3 In a case of a breach of Agreement according to paragraph 11.1 of thisSection, the aggrieved party shall, by notice to the other party, fix anadditional period of time of reasonable length for performance During theadditional period of time, the aggrieved party may withhold performance ofits own reciprocal obligations and may claim damages but may not declarethis Agreement avoided If the other party fails to perform its obligationwithin the additional period of time, the aggrieved party may declare thisAgreement avoided

12.4 In case of a fundamental breach of Agreement according to paragraph ofthis Section, the aggrieved party may declare this Agreement avoided withoutfixing an additional period of time for performance to the other party

12.5 A declaration of avoidance of this Agreement is effective only if made

by notice to the other party

SECTION 13: EFFECTS OF AVOIDANCE IN GENERAL

13.1 Avoidance of this Agreement releases both parties from their obligation

to effect and to receive future performance, subject to any damages that may

SECTION 14: FORCE MAJEURE

14.1 “Force majeure” means war, emergency, accident, fire, earthquake,

flood, storm, industrial strike or other impediment which the affected partyproves was beyond its control and that it could not reasonably be expected tohave taken the impediment into account at the time of the conclusion of thiscontract or to have avoided or overcome it or its consequences

14.2 A party affected by force majeure shall not be deemed to be in breach of

this contract, or otherwise be liable to the other, by reason of any delay inperformance, or the non-performance, of any of its obligations under thiscontract to the extent that the delay or non-performance is due to any forcemajeure of which it has notified the other party in accordance with Section15.3 The time for performance of that obligation shall be extendedaccordingly, subject to Section 15.4

14.3 If any force majeure occurs in relation to either party which affects or is

likely to affect the performance of any of its obligations under this contract, itshall notify the other party within a reasonable time as to the nature andextent of the circumstances in question and their effect on its ability toperform

14.4 If the performance by either party of any of its obligations under thisAgreement is prevented or delayed by force majeure for a continuous period

in excess of three months, the other party shall be entitled to terminate this

Agreement by giving written notice to the Party affected by the force

majeure.

SECTION 15: HARDSHIP

15.1 Where the performance of this Agreement becomes more onerous forone of the Parties, that party is nevertheless bound to perform its obligationssubject to the following provisions on change of circumstances (hardship).15.2 If, however, after the time of conclusion of this Agreement, events occurwhich have not been contemplated by the Parties and which fundamentallyalter the equilibrium of the present Agreement, thereby placing an excessiveburden on one of the Parties in the performance of its Agreementualobligations (hardship), that party shall be entitled to request revision of thisAgreement provided that:

15.2.1 the events could not reasonably have been taken into account by theaffected party at the time of conclusion of this Agreement;

15.2.2 the events are beyond the control of the affected party;

15.2.3 the risk of the events is not one which, according to this Agreement,the Party affected should be required to bear;