NON-PUBLIC OFFER CONTRACT

for the provision of services

Astana

The Customer or his legal representative, hereinafter referred to as the 'Client' on the one hand and the Contractor - a private company OpenSky Limited, registered under the Acting law of the Astana International Financial Centre represented by the Director Ankezhanov Rustem Zhaksybekovich, acting on the basis of the Charter, hereinafter referred to as OpenSky, on the other hand, hereinafter together referred to as the 'Parties', have concluded this Agreement of Offer for services (hereinafter - the Offer) as follows:

1. General provisions.

In accordance with cl. 19 and 32 of the Companies Regulations of the Astana International Financial Centre (AIFC) in case of acceptance of the below conditions a legal entity or an individual accepting this Offer becomes a Client and OpenSky and the Client together - PARTIES of the offer.

2. TERMS

2.1 For the purposes of this Offer the following terms shall have the following meaning:

'Offer' – this document, containing terms of Non-Public Offer for provision of Services.

'Acceptance of the Offer' – full and irrevocable acceptance of the Offer by performing actions stipulated by the part 4 of this Offer. Acceptance of the Offer implies the Agreement of the Offer.

'Client' – a person who accepts the Offer and thus becomes a Client of OpenSky Services under this Offer Agreement.

'Offer Agreement' – an agreement between OpenSky and the Client for the provision of the Services entered into force by accepting the Offer, which includes the Request and other Annexes.

'Service Fee' – shall be determined individually depending on the availability of the service, its scope and urgency.

3.Subject of the Offer Agreement

3.1. The Client shall entrust and pay, where OpenSky shall assume the obligations upon request of the Client (hereinafter – the Request) provide air transportation providers and suppliers related to non-scheduled flights: handling services, in-flight catering, accommodation, transfer, aviation fuel, charter flight services and other services (hereinafter - the Supplier), and to keep trace of the results of the Request based on the software products and platform developed on its own (hereinafter – the Services).

3.2. The Request is drawn up as an Annex to this Offer and is an integral part of the Offer Agreement, which describes all the main parameters and criteria of the Request. The Request can be sent to the Client or his authorized representative by e-mail, messengers or alternative means of communication.

3.3. Request execution will be provided in accordance with the acting rules published in the state’s Aeronautical Information Publication (AIP). Representation and ground handling of aircraft is carried out taking into account the rules established by the legislation of the consequent countries, current industry regulatory documents, as well as in accordance with the applicable rules, regulations and procedures of IATA and/or ICAO.

3.4. When executing the Client’s Request OpenSky independently concludes, signs contracts and all the necessary documents with the Suppliers for the execution of the Request and also makes all payments for the actually implemented work.

4 Acceptance of the Offer and conclusion of the Offer Agreement

4.1 The Client accepts the Offer by sending the Request and making an advance payment for the OpenSky Services in respect of which the Offer Agreement is concluded within the Acceptance Period, subject to the terms and conditions of Section 11 of this Offer.

4.2 The Acceptance period is the time from the moment OpenSky issues an invoice for payment for the Services in accordance with the cost of the Service until the Client pays for the Service via payment terminals or bank transfer to the account of OpenSky or other non-prohibited method agreed with OpenSky.

5. Rights and obligations of the Parties

5.1. OpenSky is entitled:

5.1.1. To effect deals necessary for provision of Services under the Offer on its own behalf and at the Client’s expenses.

5.1.2. To pay fees, duties and other payments required to perform OpenSky duties at Client’s expense.

5.1.3. To provide other services on Client’s requests, including but not limited to:

—providing assistance in permit obtaining in case of force-majeure circumstances;

—informing the Client about aviation accidents, search and rescue operations.

—assisting in provision of an aircraft for transportation of passengers and cargo to the destination if the continuation of the flight is not possible (for example, in case of aircraft’s malfunction).

5.1.4. To prepare the final invoices with all third parties charges included and send it to the Client for further payment in accordance with this Offer.

5.2. The Client undertakes to send the Requests in written for and:

5.2.1. To notify about all alterations to the original Request. To provide additional data and documents which OpenSky might request to perform its duties under the Offer.

5.2.2. To pay duly for the Services provided by OpenSky, reimburse OpenSky for all documented expenses arising due to provision of Services hereunder and, in particular, to pay the disbursement fee.

5.2.3. The Captain of an aircraft and other members of the crew shall act without the power of attorney in case of requesting additional services at the airport as well as in signing primary documents for ground handling services. Additional services requested by the Captain of an aircraft and other members of the crew shall be paid in accordance with the Offer’s terms.

5.3. Rights under the Offer:

5.3.1. The Parties shall have the right to obtain written answers to the questions of concern, to obtain the reports and other information in the course of provision of the Services and within 12 months after Services provision completion to the e-mail indicated in Clause 15.

5.3.2. OpenSky shall have the right to refuse to provide the Services if the Customer fails to provide the requested initial data necessary for Services provision and if the data obtained appeared to be untrue.

5.3.3. The Client shall have the right to suspend this Offer if in the course of the Services provision the Customer is not satisfied with quality and/or timelines of Services provision.

5.4. Guarantees under the Offer:

5.4.1. The Parties guarantee that they have all required rights and powers for signing the Offer, their actions do not infringe the rights of the third parties, the Parties shall have the right to ask for the corresponding documents for avoidance of violations.

5.4.2. The Client guarantees performance of the obligations regarding payment and provision of accurate information upon request of the OpenSky without necessity to provide other guarantees.

5.5. Obligations under the Offer:

5.5.1. The Parties undertake the obligations to provide accurate data in the Annexes. In case of reconsideration of the parameters specified in Annexes, all changes will be executed as an addendum to this Offer and signed additionally.

5.5.2. OpenSky shall bear obligations to the Client for transparency and quality of the Services provision specified in Annexes.

The Client undertakes the obligations to provide OpenSky with the required documents, information, data, where appropriate, to provide the power-of-attorney for the right to act on behalf of the Client within not more than 5 (five) calendar days after the day the Offer Agreement entered into force.

5.6. The Supplier may provide, including, but not limited to, the following services:

5.6.1. To interact with the state authorities in order to provide Services and represent interests of the Client and apply, for all necessary permits concerning arrangements required for flights operations of the Client to all airports.

5.6.2. To inform the Client in due time of any changes regarding period of requests to be submitted and set of documents necessary to be presented for permit for aircraft flight to be issued by aviation authorities.

5.6.3. To recommend convenient routes - entry/exit points to/from the airspace of the asked states.

5.6.4. To provide assistance for permits to be issued by aviation authorities.

5.6.5. To inform the Client:

—about the received permissions from the aviation authorities on flights and conditions of their execution;

—about the changes of terms of the flight;

—about additional details related to the submitted Request.

5.6.6. To provide ground handling services at the airports including:

—basic airport services for landing, parking, departure of the aircraft;

—ground handling services of the aircraft as per IATA requirements;

—additional ground handling services for the aircraft;

—hotel accommodation for crew and transfer from/to airport;

—fuel services for the aircraft;

—aircraft movement control service, hangar parking, catering, Visa support;

—other services upon the Client’s request.

5.6.7. To check equipment, supplies and services of all third-party Suppliers to ensure all services are correctly engaged and performed.

5.6.8. To attend and assist the Client air crew and passengers and ensure providing of all services required in the best and most convenient way (supervision) as following:

—To meet them upon arrival, coordinate passengers' baggage delivery, and assist them in case of any irregularity.

—To take necessary arrangements in advance in order to perform efficient and convenient coordination of all services related to flight operations.

—To assist passengers requiring special attention: VIP and official delegations, families with children, medical patients etc.

—In case of any problem, ensure correct, on time and complete information is given to air crews and passengers as well as local parties, assist and look after the air crews in coordination with local services providers and arrange all necessary services.

5.6.9. To engage specialized licensed (certificated) organizations for respective services to be provided.

6.Costs of the Offer Agreement and payment order

6.1. The costs of the Offer Agreement payable for the Services shall correspond to the fee specified and formalized in Annexes hereto. The costs shall include: fees for performance of works and additional expenses related to the Services provision.

6.2. Contingent expenses necessary for execution of the Request related to unpredictability, complexity and specific character of the Request execution shall be agreed and paid by the Client separately according to documented confirmation provided by the Suppliers.

6.3. The procedure of settlement in accordance with the terms of payment may be adjusted by giving written notice by one of the Parties to the e-mail indicated in Clause 15 of the Offer at least 5 (five) calendar days before the date of scheduled payment according to Annexes.

7. Force-Majeure

7.1. The Parties shall not be liable to each other or third parties for partial or full failure to perform the obligations under the Offer, if such failure was not the result of improper performance of the obligations under the Offer, but the result of the circumstances of force majeure, which is beyond of the control of the Parties.

8.Confidentiality

8.1. To provide services, OpenSky may be required to provide confidential information. OpenSky undertakes to keep confidentially and not to use for own purposes the confidential information obtained, as well as not to disclose it to the third parties, unless otherwise provided by the Acting law of the Astana International Financial Centre.

8.2. Within the term of the Offer and 5 (five) years after its termination, the Parties shall not provide or otherwise disclose the confidential information obtained as a result of joint activity and the Parties shall not unfairly use such information to compete with each other.

9. Liability and limitations

9.1. The following terms shall be taken into consideration by the Parties:

a) All references to the OpenSky shall include their employees, servants, partners and subcontractors;

b) 'Ground operating equipment' shall mean equipment used in the performance of ground handling services whether fixed or mobile, and

c) Act or omission shall include negligence.

9.2. The Client shall not make any claim against the OpenSky and shall indemnify OpenSky (subject as hereinafter provided) against any legal liability for claims or suits, including costs and expenses incidental thereto, in respect of:

a) delay, injury or death of persons carried or to be carried by the Client;

b) injury or death of any employee of the Client;

c) damage to or delay or loss of baggage, cargo or mail carried or to be carried by the Client; and

d) damage to or loss of property owned or operated by or on behalf of the Client and any consequential loss or damage arising from an act or omission of the OpenSky in the performance of the Offer Agreement, unless done with intent to cause damage, death, delay, injury or loss of baggage or recklessly and with knowledge that damage, death, delay, injury or loss would probably result,

PROVIDED THAT all claims or suits arising hereunder shall be dealt with by the Client; and

PROVIDED ALSO THAT the OpenSky shall notify the Client of any claims or suits without delay and shall support with such assistance as the Client may reasonably require.

9.3. The Client shall not make any claim against the OpenSky in respect of damage, death, delay, injury or loss to third parties caused by the operation of the Client’s aircraft arising from an act or omission of the OpenSky in the performance of the Offer unless done with intent to cause damage death, delay, injury or loss to third parties, recklessly and/or knowing that damage, death, delay, injury or loss to third parties would probably result.

(a) Notwithstanding the provisions of clause 9.2 of the Offer, in the case of claims arising out of overland transportation which is arranged on behalf of the Client and is part of the supervision of loading / embarking or unloading / disembarking and/ or is covered by the Client’s carriage contracts the indemnity shall not exceed the limits specified in the mentioned carriage contracts.

(b) In the case of claims arising out of surface transportation which is not arranged on behalf of the Client and/or is not part of the supervision of loading or unloading and/or is not covered by the Client’s carriage contracts the contained waiver and indemnity shall not apply.

9.4. The Client agrees that the OpenSky acts only as a representative (contractor) of the Client and that the OpenSky does not bear any responsibility or liability for the implementation of works and services by third parties, and that all responsibility regarding the implementation of works and services on the Client's request, flight of the Client or another associated with any request of the Client lies with the Client.

9.5. Client shall be liable for the reliability of data specified in his Requests.

10. Applicable legislation and dispute resolution

10.1. The disputes arising from the Offer shall be settled by the Parties by means of negotiations.

10.2. If it is impossible to reach an agreement by means of negotiations within 20 (twenty) calendar days after the dispute arises, the Parties shall transfer the dispute for consideration by the International Arbitration Centre of Astana International Centre (IAC) in accordance with the IAC Arbitration and Mediation Rules in force on the date on which the Request for Arbitration is filed with the Registrar of the IAC, which Rules are deemed to be incorporated into this clause.

10.3. The term, provisions and performance of the Offer Agreement as well as the disputes arising from the Offer shall be governed by the Acting law of Astana International Financial Centre.

10.4. In the event of dispute consideration by IAC, a Party which wins the dispute shall have the right for recovery of its legal expenses.

11. Term of validity of the Offer

11.1 The Offer is valid from the moment of sending the completed Request to the Client and is valid for 24 hours unless otherwise specified in the Request. The start and end date of the Offer is available to the Client on the order page, access to which is indicated by the link in the Request.

11.2 If the deadline for the Offer has expired, the Acceptance of the Offer is allowed only after approval of the manager by e-mail, messengers or alternative ways of communication, in case the Client has submitted an application for the above-mentioned approval within a time frame excluding undue delay.

12. Acceptance of the Offer and conclusion of the Offer Agreement.

12.1 Acceptance of the Offer occurs when all of the following actions are performed:

—Compliance with the Offer deadline;

—Payment for the Request is made by one of the methods specified in the link in the Request and the funds are credited to the OpenSky account in full.

13. Term of the Offer Agreement

13.1. The Offer Agreement comes into force from the moment of Acceptance of the Offer by the Client and is valid until the last flight specified in the Request. The cost and the terms of the Services are specified in the Appendices to this Offer.

13.2. The Offer Agreement shall be terminated in the event of:

—expiration of the Offer;

—violation of payment deadlines by the Client specified by the Offer;

—failure to provide Services for one of the reasons in paragraph 7 of the Offer;

—mutual agreement of the Parties provided in paragraph 5.4 of the Offer.

13.3. The Offer may be prolonged upon mutual agreement of the Parties.

The terms of the Offer may be adjusted by giving written notice by one of the Parties to the e-mail indicated in Clause 15 of the Offer at least 5 (five) calendar days before the date of supposed change of the terms or termination of the Offer Agreement.

14. Completeness of the Offer and Amendments

14.1. The Parties hereby confirm that this Offer is a complete agreement and reflects all agreements between the Parties only if there is a completed Request to the Offer, which is sent individually by an OpenSky employee to the Client or his authorized representative by e-mail or through alternative means of communication indicated by the Client or his representative. The Request must have a unique personal order number.

14.2. Any amendments the Offer Agreement hereto shall be drawn up in writing and signed by the authorized representatives of the Parties.

14.3. The Offer is made in the language specified in the browser settings, in the absence of alternative languages the Offer is displayed in English by default. All versions have the same legal effect. In case of a discrepancy between English and alternative texts, the English text shall prevail.

15. Address and Bank Details of OpenSky

OpenSky Limited

E-mail: sales@openskyx.aero

Address: Republic of Kazakhstan, Astana.

Astana International Finance Centre 55/18 Mangilik El ave., C block 4.1., 1st floor, office No.250.

BIN: 201040900020

IIC: KZ189491100002514496 (USD)

Bank: 'ALTYN BANK' JSC

Kbe: 17

BIC: ATYNKZKX

CEO Rustem Ankezhanov