General Charter Conditions

1. ROTANAJET shall provide an Airworthy Aircraft with cockpit and cabin crew for the performance of the Charter Flight Schedule. The Captain of the Aircraft shall have complete discretion concerning all operational and safety matters including but not limited to the load carried and its distribution, the operation of the flight, flight diversions or cancellations.

2. The CHARTERER shall comply with all customs, police, public health and other regulations which are applicable in jurisdictions in which the landings are made or where the Aircraft is based or operated under the Charter Agreement.

3. The Charter Agreement is subject to the procurement by the CHARTERER of the necessary traffic and landing rights. In the event that the rights are not granted in a timely manner or not granted at all, ROTANAJET shall be entitled to terminate the Charter Agreement forthwith without any liability to the CHARTERER. The charter service shall be subject to applicable tariffs and operating rules and regulations of both ROTANAJET and the relevant aviation authorities.

4. Changes in the schedule of operation from those described in the Carter Flight Schedule shall be subject to the prior written approval of ROTANAJET.

5. Carriage under the Charter Agreement shall be conducted, where required, using ROTANAJET traffic documents either directly or through its appointed agents. The CHARTERER shall provide to ROTANAJET all relevant information necessary in a timely manner for the completion of the applicable traffic documents. The CHARTERER shall be responsible for the accuracy and completeness of all the information provided to ROTANAJET and shall be liable for and shall defend, indemnify and hold harmless ROTANAJET regarding any damage that may be incurred by ROTANAJET for any inaccuracy, incompleteness or delay of information supplied by the CHARTERER.

6. Carriage furnished under this Charter Agreement is subject to (a) the Conditions of Contract appearing on the traffic document (b) ROTANAJET General Conditions of Carriage (Passenger and Baggage) and (c) as applicable (i) the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, 12 October 1929 (hereinafter referred to as the Warsaw Convention) as amended or the Convention for the Unification of Certain Rules for International Carriage by Air, signed at Montreal, 28 May 1999 (hereinafter referred to as the Montreal Convention).

7. The CHARTERER at its own cost shall obey and comply with all instructions of ROTANAJET concerning the packaging and delivery of goods for carriage aboard the Aircraft and their collection at the Aircraft’s destination. In addition, the CHARTERER at its own cost shall comply with and shall ensure that all passengers and owners of freight carried will observe and comply with all laws, rules and regulations (including, without limitation, IATA Dangerous Goods and Live Animals Regulations and Customs, Police and Public Health regulations) and other applicable requirements in respect of the carriage of passengers and goods into and out of the destinations mentioned in the Charter Flight Schedule.

1

8. If applicable the CHARTERER shall provide to ROTANAJET with cargo manifest prior to the loading of any goods aboard the Aircraft for carriage, listing in detail the nature and weight of such goods.

9. The CHARTERER shall produce to ROTANAJET before commencement of the charter flight, evidence that it has acquired all licenses, permits or authorizations required for the carriage of passengers and goods by the laws of any state or states over, to or from which the Aircraft is to be flown for the performance of the charter service and shall ensure full compliance with the terms and conditions . ROTANAJET shall not be obliged to perform the charter services unless it is satisfied that the necessary licenses, permits or authorization have been obtained or appropriate arrangements have been made in accordance with this provision.

10. In the event of non-performance, partial performance or delay resulting wholly or partly from any force majeure or occurrence or any circumstances whatever beyond ROTANAJET control, including (without limitation) the acts or omissions of third parties, labour difficulties, weather conditions, mechanical breakdown of or accident to the Aircraft or any part of it, natural disaster or the act of any authority, ROTANAJET shall use reasonable endeavors to perform or continue the charter service (and may at its discretion but without obligation substitute another aircraft) but otherwise shall have no liability to the CHARTERER. The CHARTERER shall be liable to pay such part of the Charter Price as is referable to that part of the charter service which has been performed (if any), and all expenses whatever connected with it, and anything in excess already paid by the CHARTERER shall be refunded. ROTANAJET determination of the referable part of the price and the connected expenses shall be conclusive, in the absence of manifest error.

11. In the event ROTANAJET cancels or interrupts the charter flight or any portion thereof, it shall be entitled to receive or retain that portion of the Charter Price relating to the charter service already performed in accordance with the Charter Agreement.

12. In the event of any variation from or addition to the Charter Flight Schedule at the request of the CHARTERER, the CHARTERER shall pay for additional flying hours where applicable at the hourly rate applying to the Ad Hoc Charter Rate or such rate stated by ROTANAJET which is reasonable having regard to the Charter Price and any expenses or losses arising from or connected with the variation from or addition to the Schedule, together with all expenses whatever connected with it (including, without limitation, any transport, accommodation and subsistence expenses incurred by the crew and any engineering staff).

13. The CHARTERER shall not pledge the Aircraft or the credit of ROTANAJET for any purpose or (insofar as within its powers), allow to arise or subsist any lien or right of detention over the Aircraft.

14. ROTANAJET shall use reasonable endeavors to perform and complete the charter service in accordance with the Schedule but may depart from it if it is reasonably necessary or advisable in its opinion in the interests of safety, operational reasons or legality, in which case any additional flying hours and expenses shall be paid for by the CHARTERER as determined by ROTANAJET.

14A. Contract is subject to valid if all documents for the cargo in order.

2

15. Cancellation Policy:

 If the CHARTERER cancels flights, it shall pay the following cancellation fee to ROTANAJET: • 15% of Chartered Price up to 30 days prior to scheduled departure • 50% of Chartered Price from 29th day to 72 hours prior to scheduled departure • 100% of Chartered Price within 72 hours before scheduled departure

16. The CHARTERER shall be liable for all taxes, levies, duties, charges or imposts of any nature including but not limited to any taxes and duties levied by any airport authority, VAT, taxes imposed in connection with security, passenger taxes or customs duties assessed or imposed by any taxing authority in any form on or in connection with the charter service (hereinafter referred to as “the Taxes”). The CHARTERER agrees to defend, indemnify and hold ROTANAJET harmless against any claim for the Taxes by any Government or authority in connection with the operation of the charter flights.

17. Where the Charter Price depends in whole or in part on flying hours, these shall be calculated with reference to the period of time the Aircraft moves under its own power before subsequently coming to a halt with all of its engines shut down.

18. ROTANAJET may sub-contract or assign to any person any of its obligations or benefits under the Charter Agreement. The CHARTERER shall not assign its rights and obligations to any third party without the prior written consent of ROTANAJET.

19. The CHARTERER agrees that it has entered into this Charter Agreement both on its own behalf and as agent for all persons and owners of goods carried pursuant to this Charter Agreement.

20. ROTANAJET shall be entitled to terminate this Charter Agreement for any default of the CHARTERER and in the event of such default ROTANAJET shall have all the rights and remedies provided in the applicable law.

21. No provision of this Charter Agreement shall be changed or modified in any way, either in whole or in part except by an instrument made in writing and signed by the duly authorized officers of both parties.

22. Notices under this Charter Agreement can be sent at the address specified below:

To ROTANAJET:

Rotana Jet Aviation LLC PO Box 54845, Al Bateen Executive Airport - United Arab Tel: +971 2 4443366 Fax: +971 2 4447007

3

For CHARTERER:

Name:

23. INSURANCE AND INDEMNITY

(1) ROTANAJET shall be liable for and shall bear all risks of loss of or damage to ROTANAJET’s aircraft (including loss of use thereof), however caused during the charter period and ROTANAJET waives all rights of recourse against Charterer, its directors, officers, servants, employees and agents in respect thereof except in respect of claims caused by the gross negligence or willful misconduct of any of the Charterer, its directors, officers, servants, employees and agents.

(2) ROTANAJET shall at its own cost and expense maintain in full force and effect during the term of the charter period the following insurances with respect to the Aircraft:

1. Hull All Risks Insurance covering loss of or damage to the Aircraft on an Agreed Value basis.

2. Hull War and Allied Perils insurance covering the Aircraft to the fullest extent available against those perils excluded by War, Hijacking and Other Perils Exclusion Clause AVN48B or any modification or substitution thereof for the time being in force on an Agreed Value basis. Such insurance shall exclude confiscation by the government of registration of the Aircraft.

3. Aircraft Third Party, Passenger, Passenger Baggage, Cargo, Mail and Airline General Third Party Legal Liability for a combined single limit (bodily injury/property damage) of not less than USD 750,000,000 each occurrence, each aircraft, and in the aggregate in respect of Products Legal Liability. Such insurance shall include to the fullest extent available, war and allied perils coverage for those perils excluded by War, Hijacking and Other Perils Exclusion Clause AVN48B or any modification or substitution thereof for the time being in force.

(3) All insurances to be maintained by ROTANAJET in accordance with the requirements of Article 29 (2) shall provide for worldwide coverage subject only to such exceptions as the Charterer may agree in writing.

(4) The insurances maintained by ROTANAJET in accordance with the requirements of Article 29 (2) above shall include the following provisions:

1. To provide that ROTANAJET’s Hull All Risks and Hull War and Allied Perils Insurers waive any and all rights of subrogation against Charterer, its directors, officers, servants, employees and agents except in respect of claims caused by the gross negligence or willful misconduct of any of the Charterer, its directors, officers, servants, employees and agents.

(5) The insurances maintained by ROTANAJET in accordance with the requirements of Article 29 (2) above shall include the following provisions:

1. To include the Charterer, its directors, officers, servants, employees and agents as additional assureds (the "Additional Assureds") except in respect of claims caused by the gross negligence

4

or willful misconduct of any of the Charterer, its directors, officers, servants, employees and agents.

2. To provide that the insurance shall operate in all respects as if a separate Policy had been issued covering each party insured hereunder. Notwithstanding the foregoing the total liability of Insurers in respect of any and all Insured shall not exceed the limits of liability stated in the Policy.

3. To provide that the insurance hereunder shall be primary and without right of contribution from any other insurance which may be available to the Additional Assureds.

4. To provide that the cover afforded to each Additional Assured by the Policy shall not be invalidated by any act 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 Policy PROVIDED THAT the Additional Assured so protected has not caused, contributed to or knowingly condoned the said act or omission.

1. To provide that the Additional Assureds shall have no responsibility for premium.

6. To 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 Additional Assureds by Insurers giving not 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. Notice shall not however be given at normal policy expiry date or in the event of non- renewal.

(6) Any deductibles contained in ROTANAJET’s insurances shall be the responsibility of ROTANAJET.

(7) ROTANAJET shall comply with all legal requirements as to the insurance of the Aircraft which may from time to time be imposed by the laws of the State of Registration of the Aircraft or of any state to, from or over which the Aircraft shall be flown insofar as they affect or concern the operation of the Aircraft.

(8) ROTANAJET shall prior to the first flight hereunder and prior to each renewal of the insurances thereafter, furnish or caused to be furnished to the Charterer in a form satisfactory to the Charterer a certificate of insurance evidencing compliance with the foregoing requirements.

This Charter Agreement shall be governed by the laws of the as applied in the Emirates of Abu Dhabi and the laws of Emirates of Abu Dhabi. If any dispute arises between the parties hereto, the parties shall first endeavor to settle the dispute through negotiation failing which the competent courts in the Emirates of Abu Dhabi shall have jurisdiction.

5