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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