Aircraft wet lease agreement between Getjet airlines uab as lessor and bamboo airways company limited as - Lessee in respect of one (01) airbus A319 aircraft (MSN 4663)

Business contract, purchase and sale of products Aircraft wet lease agreement between Getjet airlines uab as lessor and bamboo airways company limited as - Lessee in respect of one (01) airbus A319 aircraft (MSN 4663).

THIS AIRCRAFT WET LEASE AGREEMENT (this “Agreement”) is made on the

12th day of April 2019

BETWEEN

(1) GETJET AIRLINES UAB, a company established in the Republic of

Lithuania, with company number 302619285, VAT number 302619285, having its registered office at Darius and Girenas str 81-1, Vilnius,

Republic of Lithuania (hereinafter referred to as the “Lessor”), and

(2) Bamboo Airways Company Limited, a company organized and existing

under the laws of Vietnam with company tax coderegistration number

0107867370 , VAT number [ ] and having its registered office at Zone 4, Nhon Ly – Cat Tien Tourism Area, Nhon Ly Commune, Quy Nhon City, Binh Dinh Province, VietnamNo 4, Nhon Ly – Cat Tien, Qui Nhon City, Binh Dinh province, Vietnam (hereinafter referred to as the “Lessee”).Lessor and Lessee hereinafter referred to separately as “the Party” and collectively as “the Parties”

WHEREAS

(A) Lessor has available for wet lease one (01) Airbus 319 Aircraft, identified in

Clause 1.1; and

(B) Lessee wishes to wet lease from Lessor and Lessor is willing to wet lease

to Lessee the Aircraft on the terms contained herein

NOW THEREFORE in consideration of the benefits to be received by each of the

parties, Lessor and Lessee agree as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 1.1 The following terms shall have the following respective meanings

for all purposes of this Agreement:

“Aircraft” means one (01) used Airbus 319 Aircraft, registration mark

LY-BUG, bearing MSN 4663, including:

(i) the airframe and its component parts;

(ii) the two (02) engines and component parts thereof;

(iii) the three (03) landing gear and component parts thereof; and

(iv) all documentation, log books and loose equipment applicable to such Aircraft

“Airframe” means the Aircraft, excluding the engines and the aircraft

documents

“AOG” means the Aircraft on ground for technical reason.

“Aviation Authority” means the authority (-ies) who shall from time to

time be vested with the control and supervision of, or have jurisdiction over, the registration, airworthiness or operation of civil aircraft, entitled to

grant, refuse, revoke or suspend an operating licence or AOC Air Operator Certificate (AOC) or other matters relating to civil aviation, in Lithuania, Vietnam or any other state to and from which the Aircraft may be flown or overflown;

“Basic Lease Price” the minimum Rent payable by Lessee to Lessor for

each month of the term, equal to the amount as detailed in Exhibit C of this

Agreement, (hereinafter referred to of the Term to as “Basic Lease Price”) For any relevant period of less than a month, the Basic Lease

Price shall be pro-rated, always based on assumption that one month has

30 days

“Block Hour” shall mean each hour or part thereof elapsing from the time

between an aircraft first moving on its own means from parking place for the purpose of taking off until it comes to rest on the designated parking position and all engines or propellers are stopped as recorded in the logbooks of the Aircraft For the purposes of calculations under this Agreement measured in Block Hours, such hours (including fractions thereof) shall be measured in units of 1/60th (one sixtieth) of an hour (each unit consisting of 1 (one) minute)

“Business Day” means a day, other than a Saturday or Sunday, on which

banks in Republic of Lithuania Vilnius and Hanoi Vietnam are open for the transaction of business contemplated by this Agreement;

“Cabin Crew” means one senior cabin crew (purser) and two flight

attendants

“Commencement Date” means on or about 15 May 2019.

“Dollars”, “USD” and the symbol “$” means the lawful currency of the

United States of America;

“Event of Default” means any of the events specified in Clause 17.

“Excluded Country” means any country in, to or over which the Lessor is

or may at any future time be prohibited from operating flights by virtue of any applicable law, regulation or countries or be prohibited by the owners

of the Aircraft, or prohibited by the Head Lease Agreement or countries for which the Lessor’s or the Lessee’s policies of insurance do not provide coverage Lessor shall immediately inform Lessee if Flight Program provided by Lessee covers any Excluded Country

“Flights” or “Flight Program” means the flights detailed in Exhibit “A”

(as amended from time to time) to this Agreement and ferry flights

“Flight Crew” means Flight Deck Crew and Cabin Crew.

“Flight Deck Crew” means one captain and one first officer (Co-pilot)

“Force Majeure” means a delay or failure to act due to or arising out of

acts of God or hijacking, civil war, insurrection, riot, fire, flood, explosion,

earthquake, volcanic activity and/or volcanic ash causing the closure of airspace to be used in the performance of any Flight(s), snow, ice and other severe inclement weather, epidemic, quarantine restriction, any act

of terrorism, any act of any Government Entity, governmental priority, allocation, regulation, strike or labour dispute (other than a strike or labour dispute involving Lessor’s employees or occurring at Lessor’s own base of operations) causing cessation, slowdown or interruption of work, inability after due and timely diligence to procure equipment, data and materials from suppliers or any other cause to the extent that such cause is beyond the reasonable control of Lessor or Lessee and not occasioned by that Party’s gross negligence or wilful misconductany unforeseen cause to the extent that such cause is beyond the reasonable control of the party

relying on the existence of a force majeure situation.

“Government Entity” means and includes (i) any national government,

political subdivision thereof, or local jurisdiction therein; (ii) any board, commission, department, division, organ, instrumentality, court or agency

of any thereof, howsoever, constituted; and (iii) any association, organisation or institution of which any thereof is a member or to whose jurisdiction any thereof is subject or in whose activities any thereof is a participant

“Head Lease Agreement” means the dry lease and operation agreement

dated , as amended from time to time, between the Lessor as lessee and SPV of WorldStar Aviation as lessor or other head lease agreement as may be advised by Lessor

“Head Lessor” means SPV of WorldStar Aviation and each of its legal

successors in title from time to time (if any), notified by Lessor to Lessee in writing or other head lessor as may be advised by Lessor

“Lessor Indemnitees” means Lessor, the Head Lessor of the Aircraft, the

Owner and in each case any of their respective affiliates and each of their respective officers, directors, agents, subsidiaries, shareholders, members, partners, managers, servants, representatives, beneficiaries, contractors, subcontractors, successors, assigns and employees, also any other persons, if any, notified by Lessor to Lessee (in writing) as required

to be added as additional insureds on insurance policies pursuant to the Head Lease Agreement

“Minimum Utilisation” means the minimum number of Block Hours per each month of the Term as defined in Exhibit C of the Agreement Block Hours cannot be pooled across months of the Term

"Law" or “law” means and includes (i) any statute, decree, constitution,

regulation, order or any directive of any Government Entity; (ii) any treaty, pact, compact or other agreement to which any Government Entity is a signatory or party; (iii) any judicial or administrative interpretation or application of any thereof; and (iv) any amendment to or revision of any of (i) to (iv) above

“Lessee Indemnitees” means Lessee and any affiliate and each of their

respective officers, directors, agents, subsidiaries, shareholders, members, partners, managers, servants, representatives, beneficiaries, contractors, subcontractors, successors, assigns and employees

"Lessor's Personnel" means any and all of Lessor's employees or other

dedicated persons duly qualified and licensed by the Aviation Authority where required and delegated to perform Lessor's obligations during the Term

“Operational Base Station” or “Operational Base” shall mean Vietnam,

Hanoi International Airport (HAN) or such other places as agreed in writing between the Parties;

“Other Agreement” means any other lease entered into between Lessor

and Lessee in respect of any of the Other Aircraft

“Other Aircraft” means the one (1) Airbus A319 aircraft bearing

manufacturer serial number 4691

“Owner” means the Head Lessor and each of its legal successors in title

from time to time (if any), notified by Lessor to Lessee in writing

“Rent” means any sum payable by Lessee to Lessor under this

Agreement

“Return Date” means 15 May 2020 unless otherwise agreed in writing by

both partiesParties

“Security Interest” means any security interest, however and wherever

created or arising, including without limitation, any mortgage, charge, pledge, lien, encumbrance, claim, security, assignment, hypothecation, right of setoff, right of detention or other agreement or arrangement having the effect of creating a security interest

“Replacement Aircraft” means an Airbus A319 aircraft other than the

Aircraft, equipped with same or better equipment and having at least the same capacity, and navigation and communications equipment, accessories and instruments installed as the Aircraft and with all flight manuals, maintenance manuals, log records, and historical records in good order, duly maintained and updated, unless agreed otherwise by Lessor and Lessee, provided that, any such aircraft shall be operated in accordance with, and pursuant to, the provisions of this Agreement as if references to “Aircraft” were to “Replacement Aircraft”

“State of Registration” means Republic of Lithuania.

"Taxes" or "taxes" means any and all goods and services, sale, use,

personal, property, customs, value added, turnover, stamp, interest equalization, income, gross receipts, franchise, foreign contractor or other similar taxes, fees, withholdings, imposts, duties, levies or other charges of any nature, together with any related penalties, fines or interest thereon,

imposed, levied or assessed by or otherwise payable to, any Government Entity

“Term” the period commencing on the Commencement Date and ending

on the Return Date or such other earlier date when the Aircraft is returned

to Lessor in accordance with this Agreement

“Traffic Documents” means the passenger ticket’s, baggage checks,

airway bills and any other documents issued by Lessee in relation to any passenger or baggage which may be carried on the Aircraft

“Total Loss” means, with respect to the AirframeAircraft:

(a) the actual, arranged or constructive total loss of the Airframe

Aircraft (including any damage to the Airframe Aircraft which results in an insurance settlement on the basis of a total loss,

or requisition for use or hire which results in an insurance settlement on the basis of a total loss);

(b) the Airframe Aircraft being destroyed, damaged beyond

repair or permanently rendered unfit for normal use for any reason whatsoever;

(c) the requisition of title, or other compulsory acquisition,

capture, seizure, deprivation, confiscation or detention for any reason of the Airframe Aircraft by the government of the State of RegistrationGovernment Entity (whether de jure or

de facto), but excluding requisition for use or hire not

involving requisition of title; or(d) the hijacking, theft, condemnation, confiscation, seizure or

requisition for use or hire of the Airframe Aircraft which deprives any person permitted by the Head Lease Agreement to have possession and/or use of the Airframe Aircraft for more than ninety (90) consecutive days

“Total Loss Date” means:

(a) in the case of an actual total loss, the actual date on which the loss occurs or, if such date is unknown, the day on which the Aircraft was last heard of;

(b) in the case of any of the events described in subparagraph (a) of the definition of “Total Loss” (other than an actual total loss), the earlier of (i) 30 days after the date on which notice claiming such total loss is given

to the relevant insurers, and (ii) the date on which such loss is admitted or compromised by the insurers;

(c) in the case of any of the events described in subparagraph (b) of the definition of “Total Loss”, the date on which such destruction, damage

or rendering unfit occurs;

(d) in the case of any of the events described in subparagraph (c) of the definition of “Total Loss”, the date on which the relevant requisition of title or other compulsory acquisition, capture, seizure, deprivation, confiscation or detention occurs; and

(e) in the case of any of the events described in subparagraph (d) of the definition of “Total Loss”, the expiry of the period of ninety (90) days referred to in such subparagraph (d);

and, in each case, the Total Loss shall be deemed to have occurred at noon Greenwich Mean Time on such date

1.2 Except where the context otherwise requires, references in this Agreement to:

(1) Clauses or Exhibits are, unless otherwise specified, references to

Clauses of, and Exhibits to, this Agreement and references to this Agreement include its Exhibits;

(2) any statute or other legislative provision shall be read to include any

statutory or legislative modification or re-enactment thereof or any substitution therefore;

(3) the word “person” or “persons” or to words importing persons

include, without limitation, individuals, firms, partnerships, joint ventures, trusts, Government Entities, organisations, associations, corporations, governments agencies, committees, departments, authorities and other bodies, corporate or incorporate, whether having legal distinct personality or not, or any member of the same;(4) words importing the plural shall include the singular and vice versa;(5) any agreement or instrument shall include such agreement or

instruments as it may from time to time be amended, supplemented

or substituted;

(6) headings in this Agreement are for ease of reference only and shall

not affect the construction or interpretation of this Agreement

2.1 Lessor agrees to w et l ease the Aircraft to Lessee and Lessee agrees to

take the Aircraft on wet lease from Lessor for the duration of the Term on ACMI basis under the terms and subject to the conditions of this Agreement

2.2 2.1 Subject to no Lessee Event of Default having occurred and is

continuing, Lessor shall make the Aircraft available to Lessee throughout Term for the purpose of enabling Lessee to fulfil the whole of the Flight Programme.

2.3 Subject to no Lessee Event of Default having occurred and continuing, at

the commencement of each Flight, Lessor shall ensure that the Aircraft is delivered to Lessee at Operational Base in a timely manner, properly prepared and equipped to enable the Flight to take place with a full

complement of passengers and cargo in accordance with the relevant regulations

2.4 Subject to the Clause 2.2 at all times the Aircraft is being made available

to Lessee under this Agreement, Lessor shall ensure that the Aircraft:(a) is properly registered on the Lithuanian Register of Civil Aircraft and

operated under a [*] AOC throughout the Term; and(b) have a valid certificates of airworthiness for use in commercial air

transport of passengers; and

(c) is in an airworthy condition with all airworthiness directives

2.5 The Aircraft (including any Replacement Aircraft) shall be for the sole and

exclusive use and benefit of Lessee and shall not be used or operated for, or made available by Lessor to, any other person (including for the purposes hereof, any and all Indemnitees) during the Term

2.6 If the Flight is not performed due to the unavailability (whether through

unserviceability or otherwise) of the Aircraft, the Minimum Utilisation will

be reduced proportionately for each planned Block Hour not flown by the Aircraft because of such unavailability If such non -performance of the Flight is in circumstance which is not contemplated by Clause 18 (Force Majeure) or any reasons attributable to Lessee and the Aircraft is unavailable for more than 48 12 consecutive hours, then Lessor shall use its best commercial endeavours to provide an equivalent Replacement Aircraft at no additional costs to Lessee an alternative substitute aircraft

of similar capacity for the Lessee in order to perform the Flight Any further liability of Lessor in relation to non-performance of a Flight as contemplated by this Clause 2.4 5 shall be excluded

2.7 If the Aircraft suffers Total Loss or becomes permanently unavailable

because of unserviceability (whether before the Commencement Date or after), this Agreement shall be terminated in accordance with Clause 19.1 unless the Lessee at the proposal of Lessor chooses to receive from the Lessor as a Replacement Aircraftsubstitute an alternative aircraft of the similar type, quality and configuration For avoidance of doubt, Lessor shall never be obliged to provide a Replacement Aircraftan alternative substitute aircraft

3.1 3.1 Lessor's obligations, including but not limited to the obligation to

deliver the Aircraft on the Commencement Date, hereunder shall be subject to and conditional upon the Lessor having received to Lessor’s complete satisfaction:

(a) the Commitment Fee stipulated in Clause 9 and all the payments

contemplated by this Agreement that should be received before Commencement Date in full without any deductions; and

(b) certificates of insurance and brokers’ letters of undertaking (if

applicable) as evidence of and compliance with the Lessee’s insurance obligations hereunder not later than 14 (fourteen) calendar days before the Commencement Date; and

(c) evidence satisfactory to the Lessor that all necessary permissions,

consents, licenses and approvals (including those permissions, consents, licenses and approvals which must be obtained by the Lessor (if any)) issued by the Aviation Authority and other applicable authorities in the State of Registration and the Operational Base have been obtained for the operation of the Flights by the Aircraft and Lessor’s personnel not later than 10 (ten) calendar days before the Commencement Date; and

d) the written statements contemplated by Clause 14.2 hereof, if

requested by Lessor; and

(e) copies of Lessee's certificate of incorporation within seven (07) days of

the execution date of this Agreement, all required corporate approvals and decisions to enter into this Agreement within 7 (seven) Business Days of the execution date of this Agreement; and (f) aviation authorities authority of Vietnam’s approval of this Agreement

before the Commencement Date, if applicable, within 3 (three) weeks of the execution date of this Agreement; and

(g) aviation authority of Republic of Lithuania has approved this Agreement

before the Commencement Date (if applicable); and

(h) copies of Lessee’s most recent interim financial accounts within 30

days after the date of this Agreement;

(i) the Head Lessor has approved this Agreement and its certain clauses

not later than ten (10) days before the Commencement Day (if applicable); and

(j) no Total Loss of the Aircraft have occurred before the Commencement

Date;

(k) Flight Crew that pursuant to the terms of this Agreement has to be

provided by Lessor has all necessary permissions (including, but

not limited to work permissions), consents, licenses, visas, approvals and all other required documents (including, but not limited to, travel documents) and comply with the requirements of the countries, from which, to which and through which the Flights are operated (including, but not limited to, requirements regarding board crossing, transition, immigration and etc.), unless these permissions are not received due to wilful misconduct or negligence

of Lessor

3.2 These Conditions Precedent set out in Clause 3.1 are for the sole benefit

of Lessor and may be waived or deferred by Lessor in whole or in part In case any of the Conditions Precedent set out in Clause 3.1 is not satisfied

or does not occur, the Lessor shall be entitled to unilaterally following written notice to Lessee to terminate the Agreement with the immediate effect and without any consequences and/or liabilities to Lessor (including, but not limited to, damages arising to the Lessee, passengers, shippers or third persons) and without further obligation or liability owed between the Parties, other than with respect to confidentiality and Commitment Fee or a part of it return (if any has been paid) and the Parties shall not request or claim from each other to refund any loss or damage occurred because of such termination The Commitment Fee shall be refunded to Lessee within three (03) days upon Lessee’s request However, notwithstanding anything

to the contrary contained in this Agreement, the Commitment Fee shall not

be refunded in the cases where this Agreement has been terminated due

to non-occurrence of any of the Conditions Precedent due to the reasons attributable solely and directly to Lessee For avoidance of doubt, any decision made by aviation authority shall not be considered attributable to Lessee, except the cases of wilful misconduct or gross negligence of Lessee

3.3 Lessee’s obligations, including but not limited to the obligation to take delivery of the Aircraft on the Commencement Date, hereunder shall be subject to and conditional upon the Lessee having received to Lessee’s complete satisfaction:

(a) evidence satisfactory to the Lessee that all necessary permissions, consents, licenses and approvals (including those permissions, consents, licenses and approvals which must be obtained by the Lessee (if any) issued by the Aviation Authority and other applicable authorities in the State of Registration and the Operational Base have been obtained for the operation of the Flights by the Aircraft and Lessor’s personnel not later than ten (10) calendar days before the Commencement Date;

(b) copies of Lessor’s certificate of incorporation, all required corporate approvals and decisions to enter into this Agreement within seven (07) (seven) calendar days of the execution date of this Agreement;

(c) copies of Lessor’s most recent interim financial accounts within thirty (30) days after the date of this Agreement; and

(d) certificates of insurance and broker’s letter of undertaking (if applicable)

as evidence of and compliance with the Lessor’s insurance obligations

hereunder not less than 14 (fourteen) calendar days before before the Commencement Date

3.4 These Conditions Precedent set out in Clause 3.3 are for the sole benefit

of Lessee and may be waived or deferred by Lessee in whole or in part In case any of the Conditions Precedent set out in Clause 3.3 is not satisfied

or does not occur, the Lessee shall be entitled to unilaterally following written notice to Lessor to terminate the Agreement with the immediate effect and without any consequences and/or liabilities to Lessee (including, but not limited to, damages arising to the Lessor, passengers, shippers or third persons) and without further obligation or liability owed between the Parties, other than with respect to confidentiality and Commitment Fee or a part of it return (if any has been paid) and the Parties shall not request or claim from each other to refund any loss or damage occurred because of such termination The Commitment Fee shall be refunded to Lessee within three (03) days upon Lessee’s request However, notwithstanding anything

to the contrary contained in this Agreement, the Commitment Fee shall not

be refunded in the cases where this Agreement has been terminated due

to non-occurrence of any of the Conditions Precedent due to the reasons attributable solely and directly to Lessee For avoidance of doubt, any decision made by aviation authority shall not be considered attributable to Lessee, except the cases of wilful misconduct or gross negligence of Lessee

The Term shall consist of 02 (two) separate Terms as follows:

(i) The first Term shall commence from [*] to [*] or such other dates as

mutually agreed between the Parties subject to continuous availability of Lessor;

(ii) The second Term shall commence from [*] to [*] or such other dates

as mutually agreed between the Parties subject to continuous availability of the Lessor

The Term may be extended only by written agreement signed by the duly

authorized representative of each of the Lessor and the Lessee

5.1 5.1 At the Commencement Date, the Lessor shall make the Aircraft

available to the Lessee at Operational Base or at such other location

as the parties Parties may agree in writing The Lessor shall make the Aircraft available to the Lessee or its representatives for a physical pre-delivery inspection at such location as indicated by the Lessor at the costs of the Lessee on or about 06 May 2019 or another time agreed between the Parties.

5.2 In the event that the Aircraft is not made available by Lessor on the

Commencement Date, Lessor shall pay to Lessee by way of liquidated

damages as a genuine pre-estimate of its losses incurred as a result of such non-performance by Lessor the sum of US$ 10,000 per days until such time as the Aircraft is made available to the Lessee, except events that are out of Lessor’s control

5.3 If, on the Commencement Date, the Lessor is unable to comply with its

obligations under the provisions of this Agreement due to the reason of Force Majeure then this shall not be deemed as Lessor Event of Default under the terms of this Agreement for any resulting delay

5.4 On the Commencement Date and at all times during the Term the Aircraft

shall be clean, airworthy, in good operating condition, with a current valid unrestricted Certificate of Airworthiness and Airworthiness Review Certificate, and with all systems functioning within manufacturer’s limits in accordance with their intended use

5.5 5.2 The Aircraft shall be delivered on the Commencement Date in

Lessee’s livery Lessor shall decorate the fuselage and tail of the Aircraft with Lessee’s name and logo at Lessee’s cost per Aircraft for each Lease Term Such decoration shall be by application of stickers or decals, provided that Lessor shall remove any such decoration, repair any damage sustained during such removal of decals at no additional cost to Lessee; and accept return of the Aircraft as it was received

5.6 5.3 The parties Parties hereby agree that the Aircraft shall at all times

during the Term remain in the possession and under the operational control of the Lessor and that the Lessee shall have no rights in the Aircraft other than those expressly granted in the Agreement herein

5.7 5.4 The Lessor at the commencement of the Term shall be credited with

the quantity of fuel in the fuel tanks of the Aircraft The amount of fuel delivered with the Aircraft on the Commencement Date shall be recorded

on the technical log Accordingly, the amount of fuel returned with the Aircraft at the time of redelivery of the Aircraft shall be also recorded on the technical log to the credit of the Lessee Within 10 (ten) Business Days after the end of the Term the relevant party Party shall reimburse the net balance of fuel costs, based on the fuel price that Lessor’s suppliers grant

to Lessor (or if Lessee requires, on the fuel price that Lessee’s suppliers grant to Lessee in Hanoi, Noi Bai International Airport (HAN) on date of redelivery of that aircraft) in Hanoi, Noi Bai International Airport (HAN) on the date of redelivery of the Aircraft

5.8 5.5 Prior to the Commencement Date, and/or at a mutually convenient

time and upon prior written notice, the Lessor shall permit the Lessee and its competent authority to perform and assist the Lessee in performing such audit of the Lessor as the Lessee or competent authority is required

to perform under the relevant regulations

6.1 The Lessee guarantees the performance and agrees to pay to the Lessor

for the Minimum Guaranteed Block Hours per month at the Rental Rates

as defined in details in Exhibit C during the periods as defined in Exhibit C, irrespective of whether these Block Hours of Minimum Utilisation were flown during the respective month (or the Term respectively) or not Block Hours cannot be pooled across months of the Term

6.2 The Lessee must pay to the Lessor, as Rent for the lease of the Aircraft,

Guaranteed Block Hour Rate, which amount is defined in Exhibit C of this Agreement, for each Block Hour of the Minimum Utilisation (hereinafter

referred to as the “Guaranteed Block Hour Rate”) In addition, the

Lessee must pay to the Lessor, as Rent for the lease of the Aircraft, the additional amount, which is defined in Exhibit C of the Agreement, for each Block Hour in excess of the Block Hours of Minimum Utilization during the

Term (hereinafter referred to as the “Additional Block Hour Rate”).

6.3 After the end of each month period of the Lease Term Lessor and Lessee

shall do a reconciliation of the Block Hours performed based upon Lessor’s journey log, versus the actually paid Block Hours under this Agreement If the number of the Block Hours actually performed is less than Minimum Utilization, the Basic Lease Price shall not be paid back to the Lessee If the number of Block Hours performed during the previous month of the Term is more than 290 (two hundred ninety) Block Hours, then Lessee pays to the Lessor for such additional Block Hours performance at Additional Block Hour Rate within ten (10) days in arrears

of the month of operation and Lessee’s receipt of invoice from Lessor.6.4 Lessor and Lessee agree that the Guaranteed Block Hour Rate is based

on the 1,3:1 Flight Hour to Cycle ratio Therefore, if Flight Hour to Cycle ratio during any month of operation within the Term goes below the average ratio indicated (1,3:1) the amount of US, defined in Exhibit C of this Agreement, per each Flight Hour (to be considered as additional Rent) must be additionally paid to Lessor (within 10 (ten) Business Days after Lessee receives invoice from Lessor) for each Flight Hour of 0.1:1 or part thereof from the base of 1,3:1 For avoidance of doubt, there shall be no adjustment if the Flight Hour to Cycle ratio goes above the average ratio indicated The additional Rent payable is set forth in the table in Exhibit C

of the Agreement

7 PAYMENTS

7.1 All payments to be made under this Agreement by Lessee to Lessor shall

be made directly into the Lessor's bank account having the following details (or other account indicated by Lessor in writing):

Beneficiary name: GetJet Airlines UAB

Bank Name: Luminor Bank AB

Bank Address: Konstitucijos pr 21A, 03601 Vilnius, LithuaniaSWIFT: AGBLLT2X

IBAN: LT924010051004202526

All payments to be made under this Agreement by the Lessee to the Lessor shall be made in the currency stated in this Agreement and shall be free of any and all bank charges and fees or other deductions All bank charges and fees shall be for the account of the Lessee

7.2 Rent payments and all other sums payable under this Agreement shall be

deemed to have been made on the date on which they are received in the Lessor’s account If any Rent payments or other sums payable hereunder fall due for payment on a day which is not a Business Day, then payment shall be made on the Business Day following such due date

7.3 Without limiting the rights of the Lessee generally, Lessee’s obligation to

make payments under this Agreement shall be done under any and all circumstances, notwithstanding any breach of any term, warranty or condition in this Agreement by either party Party and any sum required to

be paid by Lessee under this Agreement shall not be subject to any right of set-off, counterclaim, recoupment, defence, abatement, withholding, suspension, deferment or reduction, for any reason whatsoever

7.4 Time shall be of the essence in respect of all payments due under this Agreement

7.5 If any amount due and payable by the Lessee hereunder is not paid on the

due date for payment thereof in the manner herein stipulated, the Lessee shall pay to the Lessor interest at the annual rate of 7 % on such overdue payment starting on the due date for payment thereof and ending on the date on which the same is received or recovered by the Lessor in full

8 TAXATION

8.1 All payments made by Lessee under this Agreement including all rentals,

fees and indemnities shall be made in full without any deduction or withholding (whether in respect of set-off, counterclaim, duties or Taxes, charges or otherwise) howsoever imposed by any jurisdiction unless Lessee is required by any applicable law to make any deduction or withholding from payments of Rent, interest and other sums due to the Lessor under this Agreement, then the Lessee shall pay to the Lessor such additional amounts immediately to ensure that, after the making of such deduction or withholding, the Lessor receives a net sum equal to the sum amount which it would otherwise have received without such withholding

8.2 Lessee shall assume full responsibility for and indemnify Lessor on an

after-tax basis against any and all Taxes, which may arise from this Agreement, the positioning, use, operation, maintenance, alteration, repair, installation, replacement or substitution of parts or engines, exportation, importation, carriage of passengers or freight or the repositioning of the Aircraft, the provision of services and Lessor’s Personnel, other than: i) Taxes levied in the state State of registration Registration of the Lessor on the Lessor’s net income or capital or the net income of Lessor’s personnel

and ii) Taxes arising as a result of the financing of the Aircraft by the Head Lessor; (b) subject to the Clause 14.1 t) ix), arising from maintenance related actions and; iii) Taxes arising as a result of gross negligence or willful misconduct of the Lessor, in each case for which the Lessor is solely responsible under this Agreement

8.3 In the event Lessor or Lessor’s personnel shall have paid or are required

to pay any Taxes for which Lessee is responsible pursuant to this Agreement, Lessee shall indemnify Lessor and such of Lessor’s personnel from and against such Taxes except where they arise due to the act, omission, gross negligence or wilful misconduct of Lessor

8.4 Tax Residence Certificate

Lessor shall:

8.4.1 Provide to Lessee on or before the Delivery Date, a tax residence

certificate; and

8.4.2 Following Lessee’s request (no more frequent than once annually), as

soon as reasonably practicable after the beginning of each calendar year occurring during the Lease Term and upon receipt from the Lithuanian Tax Authorities provide a copy of a tax residence certificate for the relevant period, except in each case in circumstances where the Lithuanian Tax Authorities cease to issue or changes the basis on which tax residence certificates are issued generally to aircraft owners and lessors (in which case the Lessor shall provide such other documents that the Lessee may reasonably request and as may be available to the Lessor to evidence its tax residency) or unless the Lessor ceases to be tax resident in Lithuania

as a result of a change in law

8.5 Both Parties shall be responsible to furnish/ fulfil its Taxes filing

requirement in any jurisdiction with respect to transaction contemplated by this Agreement Both Parties will provide such information as may be reasonably requested by other Party to enable it to fulfil its Tax filing or other information reporting however, no Party shall be required to provide any information or documents which would put respective Party in breach

8.6 If applicable law requires Lessee to withhold and pay Taxes to the relevant

Government authority on behalf of the Lessor pursuant to this Agreement, Lessor has a right to request Lessee to provide necessary supporting documents evidencing such payment

9.1 Lessee shall pay the amount of the Commitment Fee, defined in Exhibit C

of the Agreement, which shall secure payment of all sums due and the faithful performance by the Lessee of its obligations under this Agreement and any Other Agreement (the “Commitment Fee”) The Commitment Fee must be paid by Lessee to Lessor on the dates and amounts as defined in

9.3 If the Lessor uses or applies all or any part of the Commitment Fee, such

use or application shall not be deemed a cure by the Lessee, or waiver by the Lessor or any other person, of any Lessee Event of Default

The unused portion of the Commitment Fee shall be returned to the Lessee (without interest) after final reconciliation, but not later than thirty (30) days following termination of the leasing of the Aircraft under this Agreement, provided always that: (i) the Lessor has received official confirmation from Authorities that all overflights under this Agreement are fully paid and that no amounts due to Authorities under this Agreement which give rise to an immediate risk that the Aircraft will be impounded are owed, and (ii) no amounts are owed under the Agreement or Other Agreement (the latter only if Commitment Fee held at that time under Other Agreement is insufficient to cover the amount owed under Other Agreement)

9.4 Whenever the balance of the amount of the Commitment Fee becomes

less than the original amount specified hereof in the Clause 9.1 Lessee must make a further payment to Lessor sufficient to restore such amount

to the original amount not later than five (05) Business Days after the issue

of the request in writing of the Lessor Failure by Lessee to restore the Commitment Fee in the required amount on the due date shall entitle Lessor to treat such failure as an Lessee Event of Default

10 COMMERCIAL CONTROL

10.1 Commercial control of the Aircraft during the Term shall be vested in the

Lessee The Lessee shall, subject to operational and technical considerations as specified in Clause 11, be solely competent to cancel, delay or re-route a Flight for commercial reasons Subject always to Clause 11, the Lessor’s Flight Deck Crew shall comply with all reasonable instructions of the Lessee where such instructions are commercial in nature

10.2 Notwithstanding the provisions of Clause 10.1 or any other provision to the

contrary, the Lessee may not require the Aircraft to operate in, to or over any Excluded Country, in violation of (to its knowledge) any law of any Government Entity having jurisdiction over Owner, Lessor, Head Lessor, Lessee or the Aircraft, in violation of any US, EU or UN sanctions, of any

export Laws (howsoever denominated) applicable to Lessor, Head Lessor

or Owner

10.3 Lessor shall during the Term not let, charter or hire or otherwise make

available the Aircraft (other than as required for maintenance according to the manufacturer’s maintenance planning document from time to time) to any other party without the prior approval of the Lessee in writing

10.4 Lessee shall utilize the Aircraft for the carriage of passengers and baggage

only and shall not:

(i) create or permit to exist any Security Interest on the Aircraft; or

(ii) cause the change of Aircraft registration from Republic of Lithuania;

or(iii) sub-lease the Aircraft to any third parties

11 OPERATIONAL CONTROL

11.1 Lessor shall be responsible for the technical operation of the Aircraft and

the safe performance of the Flights and shall retain full operational control and possession of the Aircraft to enable it to do so In particular, the commanders of the Aircraft shall for the purpose of the safe performance

of the Flights have absolute discretion in all matters concerning the preparation of the Aircraft for the Flight, the load carried and its distribution, the decision whether or not a Flight shall be undertaken, the route to be flown and any deviation there from, the time and place where landings should be made and all other matters relating to the technical operation of the Aircraft, and the Lessee shall accept all such decisions of the captain

as final and binding The Lessor shall not be liable to the Lessee for any loss, damage, costs or claims whatsoever and howsoever arising as a result of any such bona fide decisions provided that (i) the Lessor has used its reasonable commercial efforts to avoid any such loss, damage, cost or claim arising as a result of any such decision and (ii) such loss, damage, cost or claim are not caused by Lessor’s gross negligence or wilful misconduct

In case Lessee does not agree with the commanders’ decision, it shall express its concern to Lessor and Lessor’s operational manager will consult properly with Lessee and cooperate with Lessee to find the best solution

11.2 The operation of the Aircraft shall be carried out in accordance with the

standards and practices of the Lessor as set out in the Lessor's Operations Manual

In case Lessor’s Operations Manual is not compliance with CAAV requirement for wet-lease aircraft, Lessor shall use its best commercial efforts to comply with such requirements, if possible

11.3 It shall be the sole responsibility of the Lessee to file tariffs and schedules

and to prepare and file all other documents and reports with any Government Entity whatsoever concerning the operation of Flights (other than in respect of those obligations required of the Lessor as operator of the Aircraft) hereunder

11.4 The Flights will be operated under the Lessee’s flight numbers

11.5 The Flights will be operated under the Lessee’s call sign

11.6 Each party Party shall send all arrival/departure and related messages

relating to Flights performed in accordance with the Agreement to the appropriate departments of the other partyParty

Subject to the terms of this Agreement, the Lessee shall make the Aircraft available to the Lessor for the performance of such maintenance and repair as the Lessor is required to perform under all applicable laws and regulations (to be in compliance with EASA regulations) There will be no

C check due during the Lease Term The Lessor shall provide at least one month before the Commencement Date the maintenance schedule for the purpose of Flights planning

11.7 Lessee at the sole cost of Lessee will obtain all necessary documents,

visas, consents, or certificates required in connection with the operation of the Aircraft under this Agreement (including but not limited to approval of the aviation authority of the state where the Lessee is situated and visas to the Lessor’s Personnel)

11.8 Lessee shall cause the Aircraft to be loaded in accordance with the

approved weight and balance manual, and load and trim sheets shall be accurately compiled by the Lessee and made available to the Lessor promptly on request

11.9 The Lessee must submit the Flight Program for the Term to Lessor before

the Commencement Date, but not later than on or before 25 April 2019

The Lessor shall confirm the Flight Program or propose amendments (that are subject to flight duty time limits, maintenance, or other operational, technical and other causes) to the Flight Program within two (02) weeks after receiving it The Parties shall negotiate in good faith to agree on Flight Program

11.10 Lessee shall not use the Aircraft for the carriage of:

(a) whole animals living or dead (other than living humans) except in the cargo compartments according to I.A.T.A regulations, and except domestic pet animals carried in a suitable container to prevent the escape of any liquid and to ensure the welfare of the animal;

(b) acids, toxic chemicals, other corrosive materials, explosives, nuclear fuels, nuclear wastes, or any nuclear assemblies or components, except as permitted for passenger aircraft under the “Restriction of Goods” schedule issued by I.A.T.A from time to time and provided that all the requirements for packaging or otherwise contained therein are fulfilled;

(c) any other goods, materials or items of cargo which could reasonably

be expected to cause damage to the Aircraft, and which would not be adequately covered by the Insurances; or

(d) any illegal item or substance

12 FLIGHT CREW

12.1 Subject to Clause 3.1 items f), g) during the Term the Lessor shall provide

four (04) sets of qualified and licensed Aircraft type-rated complete Flight Crew for the operation of the Aircraft and the Flights The above-referenced number of Flight Crew is calculated on the basis of 290 Block Hours per month and in the event that 290 Block Hours are not to be exceeded, but additional Flight Crew is required in order to perform the Flights in accordance with the terms of this Agreement, then Lessor shall provide an additional set of Flight Crew (or missing members of Flight Crew) at no additional cost to Lessee

12.2 If additional Flight Crew is required (above 290 Block Hours monthly

utilization) Lessee must inform Lessor in written notice of 10 days in advanceabout that on or before 15 May 2019, and in such case Lessor shall use its best commercial efforts to arrange for such Flight Crew to be provided for the performance of the Flights under this Agreement for additional cost of: USD 1350,000 (Thirty thousand United States

Dollars) per month per one set of Crew

12.3 Lessor shall ensure all Flights are planned as to be completed within the allowable flight duty period, taking into account the time necessary for all pre-flight duties, all subsequent Flights, and all post flight duties in accordance with procedures, limitations and restrictions set out in Lessor’s Operations Manual In case Lessor’s flight time limitations and rest requirements used by Lessor are not more permissive than apply in the state of registration of Lessee, Lessee shall promptly after the execution of this Agreement provide Lessor with information in writing what additional procedures, restrictions and/or limitations shall be followed or included in the Joint Procedures Manual

13 LESSOR’S RESPONSIBILITIES

Provided no default of Lessee has occurred and is continuing, the Lessor shall during the Term:

13.1 Subject no AOG situation having occurred and being continuing and

Lessor having given Lessee prior notice in writing thereof ensure that the

Aircraft is (i) serviceable and equipped for commercial airline operations

and (ii) has a valid and current Certificate of Airworthiness from the Aviation Authority and (iii) has onboard the official documents for the operation of the Aircraft and the carriage of passengers and baggage on the Flights and before the delivery of the Aircraft

13.2 Provide the Flight Deck Crew and Cabin Crew pursuant to the terms of this

Agreement and sufficient engineers for maintenance of the Aircraft pursuant to Clause 13.7

13.3 Ensure that the Aircraft is maintained and operated in accordance with the

requirements of the Aviation Authority and in accordance with the Lessor’s approved maintenance program The Lessee shall make the Aircraft available to the Lessor for the performance of such scheduled maintenance and repair as is required to perform by the Aviation Authority and/or its maintenance programme The Lessor shall provide the Lessee with a copy of its scheduled maintenance schedule for the Term The Lessor shall use its best efforts to schedule maintenance to avoid conflicting with the Flight Program The Lessor shall provide operations officer at Operational Base

13.4 Procure and maintain Insurance at its own cost as detailed in the Clause

21, except for the passengers, baggage and cargo legal liability and contractual liability insurance

13.5 Arrange that the Aircraft (and any replacement Replacement

aircraftAircraft) has a cabin which is clean and swept and the interior, fixtures and decorations are uniform and ready for use on the Commencement Date

13.6 Ensure that the Aircraft (and any replacement Replacement aircraftAircraft)

is free of all liens on the date of Commencement Date that are capable of immediate or foreseeable risk of the Aircraft being impounded (for avoidance of doubt, any liens related with financing of the Aircraft shall not

be deemed as such) and during the Lease Term the Lessor has promptly removed and discharged such liens on the Aircraft

13.7 Provide sufficient engineers for maintenance

13.8 Advise Lessee at all times on matters affecting the operational capability of

the Aircraft

13.9 Provide Flight plans, FMC data, Terminal Charts, En-route charts,

navigation database, and computerized flight plans are provided

13.10 Endeavour to avoid or to reduce delays caused by circumstances under its

control and minimize the impact on Lessee’s operations of those that are beyond its control Lessor will, in any case and without delay, provide information to the Lessee about any progress of such a situation in order for the Lessee to be able to adapt its operations to such circumstances as soon as practically possible

13.11.support printing flight documents for flight crew;

14 LESSEE’S RESPONSIBILITIES

14.1 In addition to the Rent and the Commitment Fee, during the performance

of the Flights under this Agreement the Lessee shall be responsible for arranging and paying directly to the providers for all direct operating costs, the following:

(a) accommodation at fully air conditioned hotel (full board and factory manufactured drinking water) of a four star standard or otherwise previously approved by Lessor and reasonable ground transport for Lessor's crews, mechanics, other maintenance and operational staff required for the performance of the obligations of the Lessor under this Agreement between the place of accommodation / residence and the airport at which the Aircraft is based, and ground transport for crew and engineers when on duty whether at or away from the Base Accommodation conditions: a single room for each staff member at 4 starts hotel or another accommodation approved by Lessor with internet connection at each room and free laundry services, not more than six items per one time

(b) medical assistance and ambulance service for emergency cases (if not covered by Medical insurance provided by Lessor to its crew and other personnel on duty) – costs incurred by Lessee to be rebilled to Lessor;

(c) visas, work permits, ground security where for Lessor`s crew and other personnel on duty where required for the purpose of Lessor performing its obligations under this Agreement;

(d) arranging and paying for the rotation of the Lessee’s Lessor`’s Crew and other personnel on duty not less than one time per month (Operational Base - home and home-Operational Base leave travel (not less than once per 45 days for Flight Deck Crew and engineers, Cabin Crew not less than every 90 days)

(e) positioning of the Crew and operational staff in relation to the Flights to/from the airport at which the Aircraft is based, and any other reasonable duty travel (included in connection with personnel replacement), all visas, airside passes and work permits, when required in order for Lessor to perform its obligations under this Agreement;

(f) arranging for airside access and transport for Lessor's Maintenance, Quality and Operations personnel at the airport at which the Aircraft is based;

(g) if requested by Lessor in writing, arranging and paying for suitable to the Lessor, safe, clean, air-conditioned and lockable, not smaller than 20 square meters, exclusive for the use of the Lessor, office accommodation and crew-briefing room with telephone, facsimile and Internet connection (including all connection fees and software) for Lessor's technical and administration personnel and Crew members at the Operational Base at the airport or next to it at which the Aircraft is based;

(h) arranging and paying for suitable to the Lessor, secure, safe, clean, conditioned and lockable, not smaller than 20 square meters, exclusive for the

use of the Lessor, storage space for the safe storage of support inventory and spare parts, at the airport at which the Aircraft is based as well as proper access

to such storage by Lessor’s Personnel;

(i) any and all taxes, fees, security charges and related charges which are assessed on a per passenger basis or based on air revenue (excluding taxes based on the net income of the Lessor) which are imposed by any government entity or airport authority, including, but not limited to, departure taxes, head taxes, excise taxes and ticket taxes and air passenger duty to the extent they are directly related to the performance by Lessor of its obligations under this Agreement;

(j) screening of passengers, baggage, mail and cargo, and all passenger taxes, security charges and related charges and fines, Custom and Immigration charges and related inspection fees;

(k) any and all customs, immigration and inspection fees or charges, including per passenger fees, overtime charges and services charges imposed

by any Government Entity;

(l) procure and maintain insurance pursuant to the Clause 21 of this Agreement;

(m) procure and provide all documentation and approvals to be obtained in relation to Operations, including all applicable government and regulatory requirements for Operations;

(n) cabin crew uniforms if required;

(o) marketing, sales, ticketing and check-in;

(p) free of charge freight on Lessee’s flight for reasonable spares required to maintain the Aircraft, on the Lessee's airline route structure; and

(q) Any fines, sanctions or penalties granted by the airport and aviation authority, airport noise and passenger fines; except those imposed due to Lessor’s willful misconduct or gross negligence

(r) support printing flight documents for flight crew;

(s) Cooperation while delay, slot change, re-file ATC flight plan

(t) other Direct Operating Costs, including but not limited to the items listed

as follows:

(i) re-fueling/de-fueling operations (including personnel to check and verify the delivered fuel quantity and quality and supply of fluid replenishment), fuels, de-icing fluid, lubricants and all maintenance fluids and gasses and in plane services of fuel, lubricants and other fluids, nitrogen and oxygen for the operation of the Aircraft; including oil for hydraulic and engines

(ii) ground handling and security at all locations serviced by the Aircraft, including passenger, baggage, mail, cargo and crew

handling (including baggage mail and cargo storage, loading and unloading the Aircraft), and terminal and facility security in connection with Operations;

(iii) the provision of labor and suitable equipment at all locations serviced by the Aircraft to perform apron service including, but not limited to, servicing of Aircraft toilets, air oxygen and fluids, marshalling, chock, ground power during scheduled transit time, de-icing, engine starting, firefighting, heating and cooling, passengers and crew steps, water replenishment and ground to cockpit communications;

(iv) interior cleaning of Aircraft to accepted international airline standards, including cleaning of seat covers and cleaning of carpets Aircraft shall be made available by Lessor when required for deep cleaning;

(v) landing and all airport charges and taxes;

(vi) aircraft parking, hangar at the Base, towing and security, qualified ground personnel to assist with Aircraft movement, push back, tugs, tow bar and qualified personnel for taxi-in and push-out procedures;

(vii) over flight charges and any other route navigation charges, including traffic rights, over-fly and other Air Traffic Control and enroute navigation charges incurred by Lessor in connection with the operation of the Aircraft for the flights;

(viii) airport taxes, passenger related taxes and security taxes;

(ix) customs, immigration and inspection fees and formalities related

to Aircraft operations or supplies including all customs fees for the incoming spares and tooling sent by Lessor, excluding customs fees for the Aircraft Engines, Landing Gear and APU;

(x) all catering for cockpit and cabin crew with one hot meal-set and

snack, as well as soft drinks per flight segment per crew member for the Flights longer than 1h30min or sequence of three or more consecutive Flights of length shorter than 1h30min, and snack as well as soft drinks per Flight segment per Crew member for flights of 1h30min and less (if applicable);

(xi) all in-flight service materials and dry goods including but not

limited to In-Flight-Entertainment content and headsets, airsickness bags, printing of safety on-board cards, blankets, pillows and headrest covers (if applicable);

(xii) all load/trim services and dispatch by qualified personnel, unless

in the joint procedures manual the Parties, after having negotiated in good faith, agreed otherwise;

(xiii) repairs due to direct acts of Lessee, Lessee's contractors or

agents or passengers, stolen or damaged parts excluding normal wear and tear;

(xiv) any costs incurred in relation having Aircraft mechanics assisting

with maintenance on ah-hoc basis at the Operational Base

14.2 If reasonably requested by the Lessor in writing, the Lessee shall at no

cost to Lessee deliver to the Lessor written statements relating to the period of this Agreement, in form and substance reasonably acceptable to Lessor, issued by the relevant creditors of the Lessee with respect to the obligations of the Lessee under this Agreement, including but not limited to