Agency Agreement No 03-20221109 Kampala, Uganda November 09, 2022 PRO HELI INTERNATIONAL SERVICES LTD, Kampala, Uganda, further called The Principal, on behalf of Director Caroline Rukaari, on the one hand, and BRAVO AVIATION FZCO, Dubai, United Arab Emirates, called in the further The Agent, on behalf of Director Artem Fetisov, on the other hand, together called as Parties, have entered into the present Agreement as follows. 1. Subject of the Agreement 1.1. Under this Agreement, the Agent undertakes for remuneration and under commission of the Principal to carry out legal and factual actions to search for sellers of goods, and the Principal undertakes to pay remuneration to the Agent. 1.2. The goods under this Agreement, called in the further Goods: Name MI-8AMT helicopters Year of Production Not older than 2016 Flight hours Quantity Unit cost Not more than 4 Not more than 1000 hours 9 000 000 USD 1.3. The Agent should search said Goods (as per 1.2.) on the worldwide basis, except the territory of United Arab Emirates. 2. Obligations of the Parties 2.1 The Agent undertakes: 2.1.1. In accordance with this Agreement, to search for Goods, conduct negotiations with potential sellers of Goods and organize interaction between the Principal and sellers of Goods. 2.1.2. Send to the Principal the Notification of a potential seller (an integral part of this Agreement) with the seller's details and information about Goods. 2.1.3. Prepare and submit to the Principal a Report on the services rendered (an integral part of this Agreement). 2.1.4. Offer a potential seller to conclude contracts exclusively on the terms agreed with the Principal. 2.2. The Agent has no right to conclude contracts on behalf of the Principal. 2.3. The Agent's obligations to the Principal are considered fulfilled at the moment of signing the contract between the Principal and the Seller. 2.4. The Principal undertakes: 2.4.1. Conduct negotiations with potential sellers of the Goods. 2.4.2. At the moment of signing the contract with the Seller, sign a Report on the services rendered received from the Agent. If the Principal evades signing the Report on the services rendered, the Report on the services rendered is considered signed. 2.4.3. Pay the Agent's remuneration in full and on time. 2.4.4. Not to enter into any contacts with potential sellers in relation to the specified Goods proposed by the Agent and specified in the Notification of a potential seller. The Principal __________________ The Agent_____________________ 2.4.5. The Principal is obliged to notify the Agent of receipt of a notification of the readiness for the technical acceptance on the same day. In case of non-fulfillment/delay in fulfilling the specified obligation by the Principal, the date of notification of the Agent (to determine the period specified in clause 3.2.2. of the Agreement) will be the date the Agent receives information about the readiness of the Goods for technical acceptance from the Seller. 3. The amount of remuneration and payment terms 3.1. The amount of remuneration is determined by the Parties individually for each unit of Goods. The amount of remuneration depends on the marginality of the sale of Goods, the complexity of the search of the Seller, the costs incurred by the Agent, and is reflected in the Notification of a potential seller. 3.2. Payment of remuneration is carried out by the Principal in the following order: 3.2.1. The First payment in the amount of 10% of the remuneration amount shall be paid within 30 (thirty) days from the date of signing the “Notification of a potential seller” between the Principal and the Seller; 3.2.2. The Second payment in the amount of 90% of the remuneration amount shall be paid within 7 (Seven) days from the moment the Seller sends to the Principal notification of the readiness of the Goods for technical acceptance. 3.3. The amount of remuneration indicated in the Report on the services rendered includes compensation for all possible expenses of the Agent. 3.4. All payments to be made by the Principal under this Agreement shall be made net of bank charges (if any). 3.5. Payment is considered received when money is credited into the Agent Bank Account. 3.6. Each Party shall pay their own respective taxes borne out from this sale/purchase when applicable. 4.Default 4.1. In case the Principal delays the payment of remuneration, the Principal (at the request of the Agent) shall pay to the Agent a penalty calculated at a rate of 0.1% of the remuneration amount, per every day of delay. 4.2. In case of unilateral refusal of the Principal from this Agreement (until the Agent sends the Notification of a potential seller) or in case of unilateral refusal of the Principal/the seller from the contract between the Principal, or in case of termination of the contract between the Principal and the Seller for other reasons, the First payment (indicated in paragraph 3.2.1. this Agreement) is nonrefundable. 4.3. Unilateral refusal of the Principal from this Agreement after the Agent sends the Notification of a potential seller is not allowed. 5.Confidentiality 5.1. This Agreement is confidential and shall not, without the prior written consent of the other Party, be disclosed by either Party in whole or in part to anyone except to assignees or transferees. 6. Applicable law and submission to jurisdiction 6.1. This Agreement shall be construed and performance thereof shall be determined according to the laws of the United Arab Emirates. The Principal __________________ The Agent_____________________ 6.2. Each of the Principal and the Agent hereby irrevocably and unconditionally agrees that any suit, legal action or other proceedings with respect to itself or concerning this Agreement or any document, instrument or agreement required hereunder or entered into in connection herewith shall be referred to and finally resolved by arbitration administered by the Arbitration of the DIFC-LCIA in accordance with its applicable rules and regulations. The arbitration shall be seated in the DIFC, Dubai, UAE. The arbitral award is final for the Parties. The Tribunal shall consist of 1 (One) arbitrator. The language of the arbitration shall be English. Parties have the right to change applicable law and submission to jurisdiction in the Additional Agreement. 7. Miscellaneous 7.1. This Agreement is valid until June 01, 2024, but not earlier than the moment of payment of the remuneration in full. If the Agent does not find a seller before this date, the obligations of the Parties under this Agreement shall terminate. 7.2. All notices and requests required or authorized shall be given in writing and submitted by personal delivery, registered or certified mail or e-mail, or by delivery services. The date upon which any such notice or request is received by the addressee shall be deemed to be the effective date of such notice or request. 7.3. This Agreement comes into force from the moment of its signing. 7.4. This Agreement drawn up in 2 copies in English language with equal legal force, one copy for each of the Parties. 7.5. The Parties shall inform on any changes in the bank details within 10 (ten) days. The Principal The Agent PRO HELI INTERNATIONAL SERVICES LTD Bravo Aviation FZCO Legal address: P.O. Box 34855, Unicalo House, 3rd Floor, Archer Road, Kololo, Kampala, Uganda Bank details: Commercial Bank of Africa Uganda Limited USD account: 202091200024 EURO account: 202091200031 Swift-code: CBAFUGKA Legal address: Dubai, United Arab Emirates, Dubai Silicon Oasis, DDP, Building A1 Bank details: Account Number (AED): 1005711435 IBAN: AE370230000001005711435 Bank Name: Commercial Bank of Dubai Swift Code: CBDUAEAD Phone: +256 776 096 391 E-mail: procurement@prohelinternational.com Phone: +971 58 575 2309 Email: sales@b-avia.com Director Director ___________________________ Caroline Rukaari ___________________________ Artem Fetisov The Principal __________________ The Agent_____________________
