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).

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: 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 LYBUG, 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 1/60 th (one sixtieth) of an hour (each unit consisting of (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 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 LEASE OF AIRCRAFT 2.1 Lessor agrees to wet lease 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 incorporated; and (d) is equipped for the purpose of completing the Flights that they are to undertake; and (e) is insured in accordance with the requirements set out in Clause 21 below; (f) is in 132Y economy and 8C business class passenger seat configuration 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 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 CONDITIONS PRECEDENT 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 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 (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 (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 10 provide (h) for world-wide coverage (subject only to such exceptions as may be imposed by insurers from time to time and that are usual in the international insurance market) (i) Certificates of Insurance from insurance brokers evidencing the principal details of the insurance maintained in respect of this Agreement must be provided to the Lessee for its approval in good time before the first Flight hereunder is affected and prior to each renewal of such insurance The Parties covenant, warrant and represent that they will not any act or omission whereby any insurance required hereunder shall or may be suspended, impaired, defeated or elapsed 21.2 Hull Risk Insurance: The Lessor, at its own cost and expense, shall maintain in full force and effect during the Term a policy of Hull "All Risks" Insurance (including to the extent available War and Allied Perils as detailed in the War, Hijacking and Other Perils Exclusion Clause AVN48B or any modification or substitution thereof for the time being in force) of loss or damage to the Aircraft on an "agreed value" basis for such amount as the Lessor shall deem appropriate Lessor shall waive any rights of subrogation against Lessee, its directors, officers, agents and employees, for their respective rights and interests only excluding their gross negligence or wilful misconduct 21.3 Passenger, Baggage, Mail and Cargo Insurance : The Lessee shall at its own cost and expense maintain in full force and effect during the Term a policy of Passenger (including passenger's baggage and personal effects), Cargo and Mail Legal Liability Insurance for a combined single limit of not less than $650 million any one accident or series of accidents arising out of one event (including to the extent available War and Allied Perils as detailed in the War, Hijacking and Other Perils Exclusion Clause AVN48B other than paragraph (B) thereof or any modification or substitution thereof for the time being in force) The insurance maintained by the Lessee pursuant to this Clause shall include the following provisions: (a) the insurance shall name the Lessor, and Lessor Indemnitees as additional assured for their respective rights and interests only, excluding gross negligence or wilful misconduct of the additional insured; and (b) the insurance shall contain a severability of interests cross liability clause to the effect that the insurance, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each assured; and (c) the insurance shall be primary without right of contribution from any other insurance carried by the Lessor, Owner or Indemnitees; and (d) that the Lessor, Owner and Indemnitees shall have no liability for premiums and that the Lessee's insurers shall waive any rights of 32 set-off, counterclaim or other deduction against the Lessor, Owner and Indemnitees; and (e) that the insurance shall not be invalidated, so far as concerns the Lessor, Owner and Indemnitees by any action or omission (including misrepresentation and non-disclosure) of any other person or party which results in a breach of any term, condition or warranty of the insurance policies, provided always that the Lessor, Owner or Indemnitees have not caused, contributed to or knowingly condoned said act or omission; and (f) the insurance shall provide that, except in respect of any provision for Cancellation or Automatic Termination specified in the Policy or any endorsement thereof, the cover provided may only be cancelled or materially altered in a manner adverse to the Lessor, Owner or Indemnitees by insurers giving no less than thirty (30) days’ notice in writing except that with respect to War and Allied Perils coverage, such period of notice shall be seven (7) days or such lesser period as may be customarily available; and (g) an acknowledgement on the part of the Lessee’s underwriters that they have agreed to accept and acknowledge the Lessee’s contractual undertaking to the Lessor as set forth in Clause 20 “Liability and Indemnity” but only to the extent of the coverage provided by the policy(ies) 21.4 Lessee will ensure that the insurances arranged by it will provide for worldwide coverage (subject only to such exceptions as may be imposed by insurers from time to time and that are usual in the international insurance market) 21.5 Certificates of Insurance from insurance brokers evidencing the principal details of the insurance maintained in respect of this Agreement must be provided to the Lessor for its approval in good time before the first Flight hereunder is affected and prior to each renewal of such insurance The Parties covenant, warrant and represent that they will not any act or omission whereby any insurance required hereunder shall or may be suspended, impaired, defeated or elapsed In case Lessee shall require flights to excluded or high risk areas, under the Lessor’s insurances the Lessor shall obtain such coverage (subject to Insurers’ agreement and Lessee prior agreement) and the Lessee agrees to provide prompt and immediate payment when advised of any charge for such (including but not limited to premium related to war risk or additional premium) additional premium incurred by the Lessor in respect of such flights to excluded or high risk areas 22 REPRESENTATIONS AND WARRANTIES 22.1 Lessee hereby represents and warrants to the Lessor that the following statements are, at the date hereof and during the Term, true and accurate: 33 (a) Lessee is duly incorporated under the laws of Vietnam and has the power to conduct its business as presently conducted, to own or hold under charter or lease its assets, to enter into and perform its obligation under this Agreement and to consummate the transactions contemplated hereby; and (b) the documents which contain or establish Lessee's constitution incorporate provisions which authorise, and all necessary corporate action has been taken to authorise, and all necessary authorisations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect, the Lessee to sign and deliver and perform the transaction contemplated by this Agreement; and (c) this Agreement constitutes the legal, valid and binding obligations of Lessee which are enforceable in accordance with the provisions hereof; and (d) neither the execution nor delivery of this Agreement nor the performance of any of the transactions contemplated herein will: (e) (e) (f) (i) contravene or constitute a default under any provision contained in any law, judgment, order (of any jurisdiction in which the Lessee carries on business) or consent by which Lessee or any of its assets is bound or affected or in any agreement or instrument to which it is a party; or (ii) cause any limitation on Lessee or the powers of its directors, whether imposed by or contained in the constitutional documents of Lessee, or any law, order, judgment (of any jurisdiction in which Lessee carries on business), agreement, instrument or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige Lessee to create any Security Interest over its undertaking or any of its assets, rights or revenue; and to the best of the Lessee’s knowledge and belief, no registration, recording, filing, or notarisation of this Agreement and no payment of any Tax and no other action whatsoever is necessary or desirable to be taken to ensure the validity, enforceability or priority of the liabilities and obligations of Lessee or the rights of Lessor under this Agreement, and Lessee is a certificated air carrier and holds all licenses, certificates and permits from governmental entities of Vietnam for the conduct of its business as a certificated air carrier and the performance of its obligations under this Agreement; all necessary undisputed tax returns have been delivered by Lessee to all relevant taxation authorities and Lessee is not in 34 default in the payment of any undisputed taxes properly due and payable to such authorities; (g) Lessee is not in default in the payment of any sums due by Lessee to any ATC / airport or air navigation authority accessing landing or navigation fees or charges in respect of any aircraft owned by or leased to or operated by Lessee or if so is not under discussion with the relevant third party using appropriate means, and in each case there is no imminent risk that the Aircraft be impounded; (h) No litigation, arbitration or administrative proceedings are pending or, to Lessee’s knowledge, threatened against Lessee that, if adversely determined, would have a material adverse effect upon its financial condition or business or its ability to perform its obligations under the Operative Documentsthis Agreement; (i) 22.2 No Lessee Event of Default has occurred and is continuing; (j) Lessee is solvent and able to pay its debts as the same fall due and the transactions contemplated by this Agreement are of commercial benefit to it and in its commercial interests; (k) All necessary returns have been delivered by Lessee to all relevant taxation authorities and Lessee is not in default in the payment of any taxes due and payable to such authorities Lessor hereby represents and warrants to Lessee that the following statements are, at the date hereof, true and accurate: (a) Lessor is duly incorporated under the laws of Republic of Lithuania and has the power to conduct its business as presently conducted, to own or hold under charter or lease its assets, to enter into and perform its obligation under this Agreement and to consummate the transactions contemplated hereby; and (b) the documents which contain or establish the Lessor's constitution incorporate provisions which authorise, and all necessary corporate action has been taken to authorise, and are now in full force and effect, Lessor to sign and deliver and perform the transaction contemplated by this Agreement; and (c) this Agreement constitutes the legal, valid and binding obligations of Lessor which are enforceable in accordance with the provisions hereof; and (d) neither the execution nor delivery of this Agreement nor the performance of any of the transactions contemplated herein will: (i) contravene or constitute a default under any provision contained in any law, judgment, order (of any jurisdiction in which the Lessor carries on business) or consent by which 35 Lessor or any of its assets is bound or affected or in any agreement or instrument to which it is a party; or (ii) cause any limitation on Lessor or the powers of its directors, whether imposed by or contained in the constitutional documents of Lessor, or any law, order, judgment (of any jurisdiction in which the Lessor carries on business), agreement, instrument or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige Lessor to create any Security Interest over its undertaking or any of its assets, rights or revenue; and (e) (e) no notarisation of this Agreement and no payment of any Tax is necessary to be taken to ensure the validity, enforceability or priority of the liabilities and obligations of Lessor or the rights of Lessor under this Agreement (f) No litigation, arbitration or administrative proceedings are pending or, to Lessor’s knowledge, threatened against Lessor that, if adversely determined, would have a material adverse effect upon its financial condition or business or its ability to perform its obligations under this Agreement; (g) No Lessor Event of Default has occurred and is continuing; (h) Lessor is solvent and able to pay its debts as the same fall due and the transactions contemplated by this Agreement are of commercial benefit to it and in its commercial interests; (f) Subject to other terms of this Agreement, Lessor is the holder of all necessary licences required to authorise or permit Lessor to engage in air transportation and to perform its obligations hereunder and to wet lease the Aircraft to the Lessee for the Term 22.3 The representations and warranties in this Clause 22.1 and Clause 22.2 shall be deemed to be repeated by the Lessee and Lessor on and as of each date on which the Rent is payable hereunder (each a "relevant date") as if made with reference to the facts and circumstances existing on each relevant date 22.4 There are no suits, actions or proceedings pending or to the knowledge of the Lessor threatened in any court or before or by any regulatory commission, board or other administrative governmental agency against or affecting the Lessor which may have a material adverse effect on the financial condition or business of the Lessor 23 COVENANTS OF LESSEE 23.1 Lessee hereby covenants that during the Term it will: 36 (a) 23.2 not cause the Aircraft to proceed to, or remain at, any location which is for the time being subject to a prohibition order (or similar order or directive) or, as the case may be, a contractual restriction, by: (i) the insurers of the Aircraft (under all policies mentioned in Clause 21); and (ii) any applicable Government Entity b) comply with all laws and regulations in force in VietnamLithuania, and in any country to, from, in or over which the Aircraft are is flown; and (c) notify Lessor immediately on becoming aware of the same of the occurrence of any Lessee Event of Default which is continuing; and (d) obtain and maintain all necessary certificates, consents, licenses, permits and authorisations of Government Entities and other relevant bodies and take all action which may be necessary for the continued due performance of its obligations under this Agreement and for the use and operation of the Aircraft as contemplated by this Agreement; and (a.e) promptly provide copies of all reports or documents relating to the operation of the Aircraft, which are reasonably required for performance of this Agreement Lessor hereby covenants that during the Term it will: (a) not cause the Aircraft to proceed to, or remain at, any location which is for the time being subject to a prohibition order (or similar order or directive) or, as the case may be, a contractual restriction, by: (i) the insurers of the Aircraft (under all policies mentioned in Clause 21); and (ii) any applicable Government Entity (b) comply with all laws and regulations in force in any country to, from, in or over which the Aircraft is flown; and (c) notify Lessee immediately on becoming aware of the same of the occurrence of any Lessor Event of Default which is continuing; and (d) obtain and maintain all necessary certificates, consents, licenses, permits and authorisations of Government Entities and other relevant bodies and take all action which may be necessary for the continued due performance of its obligations under this Agreement and for the use and operation of the Aircraft as contemplated by this Agreement 37 24 APPLICABLE LAW AND JURISDICTION This Agreement and the relations between the Parties in connection to this Agreement (including, but not limited to, the matters of entering into, validity, invalidity and termination of this Agreement) shall be governed and construed in accordance with the laws of England Any dispute, controversy or claim which may arise out of or in connection with this Agreement, or the execution, breach, termination or invalidity thereof, and which cannot be settled amicably between the two Parties shall be referred to and finally settled by the London Court of International Arbitration (LCIA) in accordance with its Rules which rules are deemed to be incorporated by reference into this Agreement The place of arbitration shall be London The language to be used in the arbitral proceedings shall be English The parties shall be bound by the decision of the arbitrator(s), whose decision shall be final and enforceable in any court of competent jurisdictionthe respective courts of England in accordance with the laws of England, which are deemed to be incorporated by reference into this clause Each of the Parties irrevocably waives any objection on the grounds of venue or forum non convenience or any similar grounds 24.1 Lessor shall appoint process agent to act as its agent for service of process in the United Kingdom and shall procure a letter of confirmation of such appointment addressed to Lessee from such agent for service of process prior to the Commencement Date 24.2 Lessee shall appoint process agent to act as its agent for service of process in the United Kingdom and shall procure a letter of confirmation of such appointment addressed to Lessor from such agent for service of process prior to the Commencement Date 25 NOTICES 25.1 25.2 All notices, requests, demands and other communications required or permitted by the terms of this Agreement to be given or made to either Party shall (unless otherwise specified) be in writing in English and shall be given by any one of the following means: personal delivery, by airmail, facsimile or e-mail to the addresses and numbers given below or at such other address or number the recipient may have notified to the other party Party in writing, and shall be deemed duly served upon receipt The Lessor's address: GetJet Airlines UAB Darius and Girenas str 81-1, Vilnius, Lithuania Attention: VP Sales Telephone: +370 69390598 E-mail: v.jankelaitis@getjet.aero 25.3 The Lessee’s address: Bamboo Airways Company LTDLimited No 4, Nhon Ly – Cat Tien, Qui Nhon city, Binh Dinh province, Vietnam 38 Attention: Nguyen Minh Khoa, Investment and Purchasing Telephone: +84 971 822 832 E-mail: khoanm@bambooairways.com 26 HEAD LEASE SUBORDINATION 26.1 Lessee confirms and agrees that the rights of Lessee under this Agreement are at all times expressly subject to and subordinated to and not conflict in any respect with the Head Lease Agreement (or give Lessee any rights greater than the rights of Lessor under the terms of the Head Lease Agreement and the respective interests of Head Lessor or Owner) 26.2 Subject to Clause 26.1 and except for Lessor Indemnitees and Lessee Indemnitees, a person who is not a party to this Agreement has no right under the contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce any term of this Agreement (but this does not affect any right or remedy of a third party which exists or is available apart from the Third Parties Act) 26.3 The consent of any Lessee Indemnitee or Lessor Indemnitee is not necessarily for any variation or termination of this Agreement, or any provision thereof 27 TERMINATION This Agreement may terminate on the Return Date or may be earlier terminated upon the occurrence of one of the following: 27.1 By either Party by giving a prior written notice at least sixty (60) days to the other Party; 27.2 By either Party in case of a Total Loss in accordance with this Agreement; 27.3 By either Party in event of Force Majeure under the provisions of this Agreement The Termination Date in such an event shall be the date of receipt of the notification of the Party claiming the Force Majeure substantiated by official certified documents to attest such Force Majeure 27.4 By either Party in case of Event of Default in accordance with this Agreement; 27.5 By either Party in other cases as expressly indicated in this Agreement Except where the Agreement has been terminated due to the default of Lessee, Lessee shall obtain, at Lessor’s sole cost and expense, all necessary authorizations, permits, clearances from the relevant authorities for the immediate repositioning of the Aircraft 2728 MISCELLANEOUS 39 2728.1 Lessee and Lessor (as the case may be) shall from time to time and perform such other and further acts and execute and deliver all other and further instruments as may be required by any applicable law or reasonably requested by the Lessor or Lessee (as the case may be) to carry out the intent of this Agreement 2728.2 Nothing in this Agreement is intended to create any form of partnership or joint venture between the parties Parties hereto 2728.3 Neither Lessor nor Lessee may not assign or otherwise transfer any of its rights and/or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed 2728.4 The terms and conditions of this Agreement shall not be varied otherwise than by an instrument in writing of the same date as or subsequent to this Agreement executed by both partiesParties 2728.5 The failure of Lessor or Lessee (as the case may be) in any one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to Lessor or Lessee (as the case may be), shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy, but at the same time shall continue in full force and effect 2728.6 If any term or condition of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each other term and condition shall be valid and enforceable to the fullest extent permitted by law 2728.7 The rights and remedies conferred on the parties Parties by this Agreement are cumulative and are not exclusive of any rights and remedies provided by law 2728.8 This Agreement may be executed in any number of counterparts and by the different parties hereto and thereto in separate counterparts, and any single counterpart or set of counterparts signed, in either case, by the parties hereto shall constitute a full and original instrument, but only all of such counterparts shall together constitute one and the same instrument A facsimile signature on any counterpart hereto shall be deemed an original for all purposes 2728.9 The parties Parties acknowledge that this Agreement contains confidential information which if disclosed to third parties may cause commercial or other damage to each partyParty Lessor and Lessee mutually agree not (except as required by law, court order or this Agreement) to disclose, utter or communicate any of the provisions of the Agreement to third parties (other than to their respective external legal advisors, auditors, insurance brokers, underwriters or airframe and/or engine manufacturers and the relevant aviation authorities) without the 40 prior written consent of the other The parties Parties further acknowledge that equitable remedies (including without limitation injunctive relief) are available when damages in compensation for breach of this Clause 27.9 are an insufficient remedy 2728.10 Both Parties shall comply with the requirements in the Data Protection Law, including but not limited to the Regulation (EU) 2016/679 of the European Parliament and of the Council dated 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”) and all other applicable national, regional or international directives, laws, regulations related privacy and data protection in the processing of Personal Data under the Agreement In the event Party shall be processing personal data on behalf of the other Party in pursuance of the Agreement, it shall upon expiry or termination of the Agreement on any grounds or pursuant to other Party’s written request, delete all personal data processed on behalf of other Party pursuant to the Agreement (and delete any copies), save to the extent retention is required by law 2728.11 Lessee and Lessor shall each bear their own transaction costs arising out of entering into this transaction and preparation of documentation of this transaction 2728.12 This Agreement constitutes the entire agreement between Lessor and Lessee regarding the Aircraft and performance of the Flights hereto and any prior or contemporaneous written or oral understandings with regard to the subject matter hereof are superseded hereby in their entirety Exhibits “A”, “B” and “C” constitute an in separate part of this Agreement [Signature Page Follows] 41 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first above written For and behalf of GETJET AIRLINES UAB By: _ Name: Title: CEO For and behalf of Bamboo Airways Company LTDLimited By: _ Name: Title: CEO EXHIBIT “A” TO THE AIRCRAFT WET LEASE AGREEMENT, dated 12th April 2019 THE FLIGHTS 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 Flight Program agreed as indicated in the Clause of this Exhibit “A” may be changed by agreement of the Parties Lessee shall send notice to Lessor 48 hours in advance, and Lessor shall not unreasonably refuse it The Flight Program agreed as indicated in the Clause of this Exhibit “A” may be changed only upon the mutual agreement of the Parties 42 For and behalf of GETJET AIRLINES UAB By: _ Name: Title: CEO For and behalf of Bamboo Airways Company LTDLimited By: _ Name: Title: CEO 43 EXHIBIT “B” TO THE AIRCRAFT WET LEASE AGREEMENT, dated CATERING EQUIPMENT REQUIREMENTS The Lessor shall provide two (2) set of galley equipment For and behalf of GETJET AIRLINES UAB By: _ Name: Title: CEO For and behalf of Bamboo Airways Company LTDLimited By: _ Name: Title: CEO 44 12th April 2019 EXIBIT “C” TO THE AIRCRAFT WET LEASE AGREEMENT, dated 12th April 2019 BASIC COMMERCIAL TERMS In addition to the capitalised words and expressions defined in Clause of the Agreement as Definitions, the Lessee and Lessor also agreed on the following Definitions, which are used in the Agreement and have the following meaning: “Basic Lease Price” means the minimum Rent payable by Lessee to Lessor for each month of the termTerm, equal to 881,600 USD (Eight Hundred Eighty-One Thousand Six Hundred USD) “Minimum Utilisation” means the minimum 290 (Two Hundred Ninety) Block Hours per each month of the period from 15 May 2019 till 31 August 2019 of the Term and 280 Block Hours per month per Block Hour of the period from 01 September 2019 till 15 May 2020 “Rental Rates” means Guaranteed Block Hour Rate and Additional Block Hour Rate “Guaranteed Block Hour Rate” means USD 3,040 (Three Thousand forty Forty United States Dollars) for each Block Hour of the Minimum Utilisation “Additional Block Hour Rate” means USD 2,790 (Two Thousand Seven Hundred Ninety United States Dollars) for each Block Hour in excess of the Block Hours of Minimum Utilization during the Term “Additional Flight Hour Rate based on Flight Hour to Cycle ratio” means the amount of US 15 (Fifteen US Dollars) per each Flight Hour (to be considered as additional Rent), which 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 below: Flight Hours to Additional Flight Cycle Ratio Hour Rate 1.3 :1 0,00 US Dollars 1.2: 15,00 US Dollars 1.1: 30,00 US Dollars 1.0: 45,00 US Dollars “Commitment Fee” means the amount of USD 300,000 (Three Hundred Thousand United States Dollars) 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 must be paid by Lessee to Lessor on or prior 02 May 2019 The Parties acknowledge that USD 50,000 (known as the Booking Deposit) has already been paid by Lessee to Lessor For and behalf of GETJET AIRLINES UAB By: _ Name: Title: CEO For and behalf of Bamboo Airways Company LTDLimited By: _ Name: Title: CEO ... 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. .. 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... (6) headings in this Agreement are for ease of reference only and shall not affect the construction or interpretation of this Agreement LEASE OF AIRCRAFT 2.1 Lessor agrees to wet lease the Aircraft