AIRCRAFT CHARTER MASTER SERVICES AGREEMENT (AMENDED & RESTATED)

THIS AIRCRAFT CHARTER MASTER SERVICES AGREEMENT (the “Agreement”) is entered into this 13th day of June, 2026 (the “Effective Date”), by and between the following parties:

THE CUSTOMER:
Ladco Defense Technologies
Registered Office: State of New York / New Jersey Statutory Registries
Represented by: Henri Bryant Lanier Sr., Esq., Ph.D., Chief Executive Officer
Unique Entity ID (UEI): Q7SXLLP6EM51
CAGE Code: 1X2Y8
(hereinafter referred to as the “Customer” or “Ladco”)

THE CONTRACTOR:
Hunt & Palmer Ltd
Registered Office: 1st Floor, 25 Templer Avenue, Farnborough, Hampshire, GU14 6FE, United Kingdom
Company Registration Number: 02027063
(hereinafter referred to as the “Contractor” or “Operator”)

Each of the Customer and the Contractor may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Customer operates as a primary, sovereign-backed defense and security logistics contractor under multiple long-term, government-endorsed mandates requiring comprehensive, recurring, long-term international executive air transportation and secure cargo logistics spanning a complete, sequential round-trip routing of twenty-four (24) distinct flight legs per quarter over a multi-year horizon; and

WHEREAS, the Contractor is an established specialist aviation charter provider with the operational infrastructure, regulatory authorizations, and international dispatch networks necessary to coordinate, execute, and manage ultra-long-range jet aircraft operations across complex global airspace corridors under strict Federal Aviation Administration (FAA) Part 135 and European Union Aviation Safety Agency (EASA) commercial frameworks; and

WHEREAS, the Customer requires absolute, uncompromised, and exclusive operational control over a single dedicated airframe to satisfy the stringent scheduling, privacy, and tactical security requirements of its defense logistics portfolios, completely bypassing standard commercial fractional leases, charter pools, or retail brokerage networks; and

WHEREAS, the Customer has established a dedicated private banking and sovereign capital liquidity facility to fully fund, collateralize, and pre-pay the long-term operational costs of the flight profiles described herein via a secure Sovereign Escrow Account, bypassing standard retail markups and middleman transactional margins;

NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions, and operational parameters set forth herein, the Parties agree to be legally bound as follows:

ARTICLE 1: DEFINITIONS & INTERPRETATION

In this Agreement, the following terms shall have the meanings assigned below:

1.1 “Aircraft” means the specific Bombardier Global 7500 ultra-long-range business jet assigned exclusively to the Customer under this Agreement, or an approved equivalent airframe matching or exceeding its specific range of 7,700 nautical miles, cruise speed of Mach 0.85, and four-zone executive cabin configuration.

1.2 “Applicable Law” means all national, state, federal, local, and international laws, regulations, and treaties, including but not limited to the regulations of the FAA, EASA, Eurocontrol, the UK Civil Aviation Authority (CAA), and the maritime and customs clearance frameworks of the transiting jurisdictions, together with the provisions of the Convention for the Unification of Certain Rules for International Carriage by Air (Montreal Convention 1999) and, where applicable, the Warsaw Convention as amended by the Hague Protocol 1955.

1.3 “Block Hour” means the time elapsed from the moment the Aircraft moves under its own power for the purpose of taking off until the moment it comes to a complete rest at the designated terminal gate or parking ramp at the end of a flight leg, measured to the nearest tenth of an hour (0.1 hour).

1.4 “Fuel Burn Rate” means the baseline consumption rate of Jet-A fuel, fixed at a blended average of 505 gallons per Block Hour for the purposes of operational cost baselines and financial reconciliation.

1.5 “Maintenance Reserve” means the dedicated hourly reserve of $1,125.00 USDT per Block Hour allocated to cover Power-by-the-Hour (PBH) engine maintenance, auxiliary power unit (APU) operational wear, and scheduled structural C-Check inspections.

1.6 “Quarterly Rotation” means the execution of the full twenty-four (24) flight leg sequence detailed in Schedule A, consisting of the twelve (12) outbound legs and the matching twelve (12) return legs, representing a consolidated flight envelope of exactly 96.0 Block Hours.

1.7 “Sovereign Escrow Account” means the dedicated, interest-bearing private treasury account established under the Customer’s exclusive banking control to secure, hold, and disburse the multi-year capital required to fund this Agreement.

1.8 “Tactical Ground Escort” means the specialized, armed security and logistical transit teams coordinated by the Customer to secure the movement of passengers and cargo across land border zones, specifically including the Moldovan-Ukrainian border corridor.

1.9 “AOC (Air Operator Certificate)” means the document certifying that the operator has the professional ability and organization to secure the safe operation of aircraft in commercial flights, as issued by the relevant civil aviation authority.

1.10 “Sovereign Air Corridor” means the specifically approved, pre-cleared diplomatic or low-profile international flight paths negotiated for the secure, rapid transit of the Customer’s personnel and tactical cargo.

1.11 “Tempest Shielding Protocols” means the rigorous military-grade electromagnetic and radio-frequency shielding applied to the Aircraft’s communication systems to prevent signal interception, eavesdropping, or external electronic tracking.

1.12 “Government Contractor Defense” means the common law defense arising from the discretionary function exception of the Federal Tort Claims Act, as recognized in Boyle v. United Technologies Corp., 487 U.S. 500 (1988), extending the federal government’s immunity to contractors providing equipment under federal specifications and protecting them from state tort liability for design defects where the government approved reasonably precise specifications and the contractor warned of known dangers.

1.13 “FSIA Commercial Activity Exception” means the exception to foreign sovereign immunity codified at 28 U.S.C. § 1605(a)(2), providing that a foreign state shall not be immune from the jurisdiction of United States courts in any action based upon a commercial activity carried on in the United States by the foreign state, or upon an act performed in the United States in connection with a commercial activity of the foreign state elsewhere, or upon an act outside the territory of the United States in connection with a commercial activity of the foreign state elsewhere and that act causes a direct effect in the United States.

1.14 “CAA” means the United Kingdom Civil Aviation Authority.

1.15 “EASA” means the European Union Aviation Safety Agency.

1.16 “FAA” means the United States Federal Aviation Administration.

1.17 “Montreal Convention 1999” means the Convention for the Unification of Certain Rules for International Carriage by Air, signed at Montreal on 28 May 1999, which establishes a modern framework for airline liability and supersedes the Warsaw Convention for contracting States.

1.18 “14 CFR Part 135” means Title 14 of the Code of Federal Regulations Part 135, governing the certification and operation of commuter and on-demand air carriers and commercial charter operators.

1.19 “UK CAA Insurance Regulations” means the Civil Aviation (Insurance) Regulations 2005 (Statutory Instrument No 1089 of 2005) and Regulation (EC) No 785/2004 on insurance requirements for air carriers and aircraft operators, as retained in United Kingdom law.

ARTICLE 2: AIRCRAFT SPECIFICATION & OPERATIONAL PROFILE

2.1 Primary Airframe & Exclusivity Covenants

The Contractor shall dedicate and provide a Bombardier Global 7500 aircraft optimized for long-range, high-altitude cruise profiles up to a maximum service ceiling of flight level FL510 (51,000 feet).

(a) Absolute Dedication: This specific airframe shall be reserved solely and exclusively for the use of the Customer.

(b) Charter Block: The Contractor is contractually barred from utilizing this specific Aircraft for third-party commercial charter, fractional lease pools, timeshare networks, or any non-Ladco operations during the ten-year (10-year) Term.

(c) Physical Customization: The Aircraft shall be stripped and repainted in a low-observable matte gray tactical livery displaying the official insignia of Ladco Defense Technologies on the vertical stabilizer.

(d) Tactical Cabin Outfitting: The cabin shall be modified to include secure, Tempest-shielded communication servers, secure digital document vaults with multi-factor biological authentication, and encrypted satellite communication terminals to maintain sovereign privacy during transit.

2.2 Flight Performance Envelope & Operational Thresholds

To maintain strict regulatory compliance under FAA Part 135, UK CAA, and EASA commercial mandates, all flight legs shall be planned and executed using the Aircraft’s high-aspect-ratio transonic wing and GE Passport engines. Flight paths will utilize step-climb profiles starting at initial altitudes of FL410 up to FL470 to optimize aerodynamic efficiency, speed, and mitigate fuel burn as the aircraft fuel weight diminishes over long-haul sectors.

(a) Cruising Performance Standards: The Aircraft must maintain a sustained cruising speed of no less than Mach 0.85 (85% of the speed of sound) during long-range transit legs.

(b) All-Weather Operational Requirements: The Contractor guarantees that the Aircraft shall be equipped with state-of-the-art synthetic vision systems (SVS) and enhanced flight vision systems (EFVS) to allow safe, low-visibility approaches down to CAT III standards (100-foot decision height, runway visual range of no less than 600 feet) at all designated international destination hubs.

(c) Airspace Optimization Routing: The crew shall continuously coordinate with regional Air Traffic Control (ATC) units and Eurocontrol to secure high-priority routing slots, minimizing flight delays, holding patterns, and terminal area vectoring, thereby preserving the integrity of the tight logistical schedules.

2.3 Passenger & Cargo Manifest

(a) Principal Manifest: Minimum of four (4) corporate passengers up to a maximum capacity of nineteen (19) passengers.

(b) Exclusive Cabin Rights: The entire cabin and cargo capacity of the Aircraft is reserved solely for the Customer. No co-mingling of third-party cargo or passengers is permitted.

(c) Secure Cargo: Private, secure corporate electronic equipment and sensitive legal archives stowed in standard cabin and baggage configurations, fully compliant with international civil aviation security mandates and protected under diplomatic pouch status where authorized.

(d) Chain-of-Custody Verification: To ensure the absolute integrity of transported materials, the Contractor agrees to allow the Customer’s tactical transport team to establish a strict, biometric-verified, written chain-of-custody ledger for all cargo loaded into the Aircraft’s 195 cubic feet pressurized baggage compartment.

ARTICLE 3: TERM & MASTER SCHEDULE

3.1 Contract Duration & Extension Options

This Agreement shall commence on the Effective Date and remain in full force and effect for a term of one hundred and twenty (120) months (the “10-Year Master Agreement Horizon”), concluding on June 13, 2036. The Customer retains the unilateral option to extend this Agreement for up to two (2) additional terms of five (5) years each, upon giving written notice to the Contractor at least six (6) months prior to the expiration of the primary term.

(a) Automatic Rolling Review: Every twelve (12) months on the anniversary of the Effective Date, the Parties shall conduct a joint technical and financial audit to review operational metrics, dispatch reliability, and ensure the strict adherence of all performance guarantees.

(b) Unilateral Termination for Convenience: The Customer reserves the unilateral, unreviewable right to terminate this Agreement at any point during the Term upon ninety (90) days written notice, subject to the forfeiture or settlement of active, non-refundable quarterly operating balances as detailed in Article 4.

3.2 Quarterly Allocations & Priority Dispatching

The Contractor shall execute four (4) complete Quarterly Rotations per calendar year, representing ninety-six (96) individual flight legs annually, and a total of nine hundred and sixty (960) flight legs over the 10-Year Master Agreement Horizon.

(a) Guaranteed Slot Allocations: The Contractor shall maintain the Aircraft and augmented crew in a state of high-readiness, securing guaranteed, prioritized departure slot allocations at all originating airfields.

(b) Rapid-Response Deployment Covenants: In the event of a tactical scheduling variance or an emergency security evacuation request from the Customer, the Contractor must ensure the Aircraft can be fully pre-flighted, fueled, crewed, and cleared for take-off within six (6.0) hours of receiving a written flight dispatch request.

3.3 Target Commencement & Mobilization Period

The initial Quarterly Rotation is projected to commence in Q3 2026. The Contractor shall be allowed a mobilization period of up to sixty (60) days from the Effective Date to complete the tactical interior cabin modifications, exterior painting, and coordinate localized ground escort protocols.

(a) Liquidated Damages for Mobilization Delays: In the event that the mobilization milestones (including low-observable livery painting, Tempest-shielding, and pilot type-ratings) are not completed within seventy-five (75) days of the Effective Date, the Contractor shall pay to the Customer as liquidated damages the sum of Fifty Thousand Dollars ($50,000.00 USDT) per day of delay until full operational readiness is certified.

ARTICLE 4: FINANCIAL TERMS & ESCROW DRAWDOWN MECHANISM

4.1 Master Contract Valuation

The total consolidated valuation for the execution of the 10-Year Master Agreement Horizon is fixed at Twenty-Seven Million, Five Hundred Forty-Seven Thousand, One Hundred ($27,547,100.00 USDT) (the “Master Contract Value”). This total cost is calculated strictly at cost-plus-reserve metrics, bypassing standard retail broker markups, and is guaranteed against inflationary adjustments for the first sixty (60) months of the Term.

4.2 Quarterly Operational Payment Rate

The operational billing for each of the forty (40) quarters during the term of this Agreement is fixed at:

Quarterly Billing Rate = $688,677.50 USDT

This rate is inclusive of all labor, materials, Jet-A fuel, maintenance reserves, ground handling, and international regulatory fees as detailed in Schedule A.

4.3 Escrow Placement & Drawdown Mechanics

(a) Sovereign Capital Funding: The Customer shall place the total Master Contract Value of $27,547,100.00 USDT, or a mutually agreed-upon rolling annual allocation of Two Million, Seven Hundred Fifty-Four Thousand, Seven Hundred Ten ($2,754,710.00 USDT), into a secure, dedicated Sovereign Escrow Account managed by the Customer’s private banking division.

(b) Quarterly Clearance: Upon the successful completion of each Quarterly Rotation and the presentation of a line-item, audit-ready corporate invoice, the escrow agent shall release exactly $688,677.50 USDT directly to the Contractor’s designated bank account via compliant wire transfer.

(c) Asset Protection Guarantee: The hourly Maintenance Reserve of $1,125.00 USDT per Block Hour (accumulating to $108,000.00 USDT per quarter and $4,320,000.00 USDT over the 10-year term) shall be tracked within a dedicated sub-ledger of the escrow account to ensure the long-term value, airworthiness, and regulatory compliance of the dedicated airframe.

(d) Fuel Price Reconciliation Corridor: The blended average fuel cost is fixed at $5.80 USDT per gallon of Jet-A. In the event that average fuel pricing across the twenty-four (24) legs varies by more than twenty percent (20%), the parties shall execute a quarterly reconciliation process, utilizing the escrow sub-ledger to settle the absolute difference.

ARTICLE 5: CREWING, MAINTENANCE, & FUEL MANAGEMENT

5.1 Flight Crew Requirements & Performance Standards

The Contractor shall ensure that all flights are operated by Type-Rated, highly experienced flight crew members with a minimum of 5,000 total hours on type. For long-haul and transatlantic sectors (including Legs 6, 11, 12, 13, 14, and 19 crossing the North Atlantic Tracks and polar corridors), the Contractor shall mandate an augmented crew rotation consisting of two (2) Captains and two (2) First Officers to comply with strict FAA Part 135 and EASA crew rest and flight time limitations, including the requirements of 14 CFR § 135.267.

(a) Background and Security Clearances: All assigned pilots and cabin crew members must undergo and maintain a rigorous, verified background check, including national agency security clearance, to operate the sensitive executive flight profiles mandated under this Agreement.

(b) Dedicated Flight Deck Consistency: To maintain maximum operational familiarity and tactical synergy, the Contractor shall assign a permanent, dedicated roster of six (6) primary pilots and two (2) flight attendants exclusively to the Ladco airframe.

5.2 Fuel Procurement & Ground Handling Logistics

The Contractor shall arrange Jet-A fuel uplifts utilizing contract pricing frameworks arranged under volume discount programs. If regional fuel tax adjustments or localized fuel markups occur (such as in Western Europe or the Caribbean), they shall be managed within the blended operational rates specified in Schedule A.

(a) Refueling Quality Control Covenants: The Contractor shall verify the purity and grade of all Jet-A fuel loaded into the Aircraft’s wing tanks, strictly adhering to the ASTM D1655 aviation fuel quality standard, particularly at more remote or transient airfields.

5.3 Maintenance Reserve Allocations & C-Check Coordination

All maintenance reserves shall be permanently allocated to active Power-by-the-Hour (PBH) engine maintenance contracts, APU operational wear programs, and structural C-Check inspections scheduled at month sixty (60) and month one hundred and twenty (120). Maintenance must be executed at certified Bombardier service centers.

(a) AOG (Aircraft on Ground) Recovery Guarantees: In the event of an unscheduled maintenance delay or technical grounding (AOG status), the Contractor must dispatch a primary mobile repair team within four (4) hours and, if repair is projected to exceed twenty-four (24) hours, immediately position an equivalent long-range aircraft to continue the scheduled rotation.

5.4 Drug and Alcohol Testing Compliance

The Contractor shall maintain a comprehensive Drug and Alcohol Testing Program in full compliance with 14 CFR Part 120, as amended, and the UK CAA’s equivalent regulations. The Contractor shall provide the Customer with annual certification of compliance and shall immediately notify the Customer of any verified positive test result, refusal to test, or other violation involving any safety-sensitive employee assigned to the Ladco airframe.

5.5 Flight Time Limitations and Rest Requirements

The Contractor shall strictly adhere to the flight time limitations and rest requirements set forth in 14 CFR § 135.267 for unscheduled one- and two-pilot crews. The Contractor shall provide each flight crewmember at least thirteen (13) rest periods of at least twenty-four (24) consecutive hours each in each calendar quarter. The Contractor shall maintain accurate records of all flight times, duty periods, and rest periods for each crewmember assigned to the Ladco airframe and shall make such records available to the Customer upon request.

ARTICLE 6: REGULATORY COMPLIANCE, CUSTOMS, & TACTICAL GROUND SECURITY

6.1 Regulatory Compliance

All flights shall be executed in strict compliance with the Federal Aviation Administration (FAA), the European Union Aviation Safety Agency (EASA), Eurocontrol, and the respective civil aviation authorities of each transit nation.

(a) Customs and Immigration Coordination: The Contractor shall manage the electronic submission of all flight crew and passenger manifests to national customs, border control, and transport security agencies, facilitating seamless terminal clearance.

6.2 Tactical Ground Escort Coordination

For flights originating from or returning to Chișinău, Moldova (RMO), the Contractor shall coordinate with the Customer’s tactical ground transport team to secure passenger and cargo transit across the Moldovan-Ukrainian border (Odesa theater). This includes coordinating ramp-side vehicle access, securing emergency overland routing through Izmail, Ukraine, and expediting international border control clearance.

(a) Ramp Access Security Clearance: The Contractor shall secure specialized ramp-side tarmac vehicle permits at Chișinău Eugen Doga International Airport (RMO) to allow the Customer’s armored security convoys to pull directly up to the Aircraft cabin stairs for immediate boarding.

6.3 Sovereign Privacy and Non-Disclosure

The Contractor shall directly shield all flight manifests, secure cargo profiles, operational logs, and aircraft tracking data from third-party disclosure. All flight details are protected under corporate operational confidentiality and shall bypass public flight-tracking broker databases (e.g., ADS-B Exchange, FlightAware).

(a) ADS-B Blocking Covenants: The Aircraft’s mode-S transponder shall be registered with national civil aviation authorities to block real-time public tracking feeds, maintaining absolute operational discretion throughout the life of this Agreement.

6.4 Cross-Border Regulatory Framework

The Parties acknowledge that the operations contemplated under this Agreement involve flights across multiple international jurisdictions. The Contractor shall maintain all necessary licenses, permits, and authorizations required under the laws of the United Kingdom, the United States, and each transit and destination jurisdiction. In the event of any conflict between the Applicable Laws of different jurisdictions, the Contractor shall promptly notify the Customer and the Parties shall cooperate in good faith to resolve such conflict in a manner that best protects the Customer’s security and operational requirements. Nothing in this Agreement shall be construed as a waiver of any sovereign immunity to which the Customer may be entitled, including but not limited to the Foreign Sovereign Immunities Act (28 U.S.C. § 1605 et seq.), except as expressly provided herein.

ARTICLE 7: INSURANCE, INDEMNIFICATION, & LIABILITY

7.1 Aviation Liability Insurance Covenants

The Contractor shall maintain, at its sole cost and expense, a comprehensive aviation liability and hull insurance policy written by highly rated underwriters (A.M. Best rating of A- or better or equivalent), providing coverage of no less than Five Hundred Million Dollars ($500,000,000.00 USDT) combined single limit for bodily injury, property damage, and passenger legal liability, which meets or exceeds the minimum requirements of 14 CFR Part 135 for operations conducted under United States jurisdiction.

(a) UK CAA and EU Minimum Insurance Requirements: The Contractor shall also maintain insurance coverage meeting the requirements of the UK Civil Aviation (Insurance) Regulations 2005 (SI 2005/1089) and Regulation (EC) No 785/2004 on insurance requirements for air carriers and aircraft operators, as retained in United Kingdom law. Without limiting the generality of the foregoing, the Contractor shall maintain:

• (i) Passenger Liability Insurance: Coverage of at least 250,000 Special Drawing Rights (SDR) per passenger for death or bodily injury, as required by Article 21 of the Montreal Convention 1999;
• (ii) Baggage and Cargo Liability Insurance: Coverage of at least 1,131 SDR per passenger for baggage and 22 SDR per kilogram for cargo, as set forth in Article 22 of the Montreal Convention 1999; and
• (iii) Third-Party Liability Insurance: Coverage of at least 1,000,000 SDR per occurrence for third-party claims, in accordance with Regulation (EC) No 785/2004.

(b) War Risk and Allied Perils Coverage: The hull and liability insurance policies must incorporate specialized War Risk and Allied Perils clauses (AVN52E or equivalent) to protect the Aircraft and passengers when routing through geopolitically sensitive corridors, including the Eastern European airspaces.

(c) Evidence of Insurance and Additional Insured Status: The Contractor shall provide the Customer with a Certificate of Insurance evidencing the above coverages, naming the Customer as an “Additional Insured” with respect to liability coverages, and incorporating a Waiver of Subrogation in favor of the Customer. The Certificate shall include a thirty (30) day notice of cancellation, non-renewal, or material change provision in favor of the Customer.

7.2 Indemnification Provisions

(a) Contractor Indemnification of Customer: The Contractor shall indemnify, defend, and hold harmless the Customer, its officers, directors, employees, agents, and affiliates (collectively, the “Customer Indemnitees”) from and against any and all claims, liabilities, losses, damages, judgments, settlements, or costs (including reasonable attorneys’ fees and litigation expenses) arising directly or indirectly from:

• (i) any breach of this Agreement by the Contractor;
• (ii) the gross negligence, willful misconduct, or intentional wrongdoing of the Contractor, its employees, agents, or subcontractors;
• (iii) any failure of the Contractor to maintain the insurance coverages required under Section 7.1;
• (iv) any violation of Applicable Law by the Contractor in the performance of this Agreement; or
• (v) any bodily injury, death, or property damage caused by the Aircraft or the Contractor’s operations, except to the extent caused by the gross negligence or willful misconduct of the Customer Indemnitees.

(b) Customer Indemnification of Contractor: The Customer shall indemnify, defend, and hold harmless the Contractor, its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, or costs (including reasonable attorneys’ fees) arising directly from:

• (i) the Customer’s breach of this Agreement;
• (ii) the gross negligence or willful misconduct of the Customer or its employees, agents, or subcontractors; or
• (iii) the Customer’s violation of Applicable Law in connection with this Agreement.

(c) Government Contractor Defense: The Contractor shall be entitled to assert the Government Contractor Defense as established by the United States Supreme Court in Boyle v. United Technologies Corp., 487 U.S. 500 (1988), and its progeny, in any claim arising out of or related to the performance of this Agreement where the Customer is acting as a government contractor or subcontractor. The Customer shall cooperate with the Contractor in asserting such defense, including providing any necessary documentation or testimony regarding the involvement of any government entity in the approval of specifications, design, or operational requirements.

(d) Limitation of Liability: EXCEPT FOR (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS, (ii) INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS ARTICLE 7, (iii) EITHER PARTY’s GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (iv) THE CONTRACTOR’S FAILURE TO MAINTAIN REQUIRED INSURANCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

(e) Montreal Convention and International Carriage: The Parties acknowledge that the international carriage of passengers and cargo by air under this Agreement may be subject to the liability regime established by the Montreal Convention 1999. In the event that the Montreal Convention 1999 applies, the liability of the Contractor shall be governed by the provisions thereof, including:

• (i) Article 21 of the Montreal Convention 1999: The Contractor shall not be able to exclude or limit its liability for damages arising under Article 21(1) for bodily injury or death of a passenger to the extent that such damages do not exceed 128,821 Special Drawing Rights (SDR) per passenger (approximately US$175,000) (as adjusted every five years under Article 24);
• (ii) Article 24 of the Montreal Convention 1999: The International Civil Aviation Organization (ICAO) reviews the liability limits prescribed in Articles 21, 22, and 23 at five-year intervals to account for inflation and other economic factors;
• (iii) Article 25 of the Warsaw Convention (applicable in certain non-Montreal jurisdictions): The carrier shall not be entitled to avail itself of the provisions which exclude or limit its liability if the damage is caused by its wilful misconduct, or by such default on its part as, in accordance with the law of the court seised of the case, is considered to be equivalent to wilful misconduct.

(f) Sovereign Immunity: Nothing in this Agreement shall be deemed to constitute a waiver of any sovereign immunity or other defense to which the Customer, any government entity, or any government contractor may be entitled under applicable law, including but not limited to the Foreign Sovereign Immunities Act (28 U.S.C. § 1605 et seq.) and the common law government contractor defense as set forth in Boyle v. United Technologies Corp., 487 U.S. 500 (1988). The Customer reserves all such defenses and immunities and may assert them in any action or proceeding arising out of or relating to this Agreement.

ARTICLE 8: GOVERNING LAW, DISPUTE RESOLUTION & ADR

8.1 Governing Law

This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of laws principles, and by applicable federal aviation laws, including Title 49 of the United States Code and the regulations promulgated thereunder.

(a) Federal Aviation Law Preemption: The Parties acknowledge that certain claims may be preempted by federal aviation law, including the Airline Deregulation Act of 1978 (49 U.S.C. § 41713(b)(1)), which expressly preempts any state law “related to a price, route, or service of an air carrier,” as interpreted in Northwest, Inc. v. Ginsberg, 572 U.S. 273 (2014) and its progeny.

8.2 Dispute Resolution

Except as provided in Section 8.3 with respect to equitable relief, any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, breach, termination, or interpretation, shall be resolved exclusively through the following multi-step process:

(a) Negotiation: The Party asserting a dispute shall provide written notice to the other Party, and representatives of the Parties with authority to settle the dispute shall meet and negotiate in good faith for a period of fifteen (15) business days to attempt to resolve the dispute amicably.

(b) Mediation: If the dispute is not resolved through negotiation, the Parties shall submit the dispute to mediation administered by JAMS or another mutually agreed-upon mediation service. The mediation shall be conducted in New York, New York, and the costs of mediation shall be shared equally by the Parties unless otherwise agreed.

(c) Arbitration: If the dispute is not resolved through mediation within thirty (30) days after the initiation of mediation, the dispute shall be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted in New York, New York, by a single arbitrator with at least ten (10) years of experience in aviation or commercial contract law. The arbitrator’s award shall be final and binding upon the Parties and may be enforced in any court of competent jurisdiction. The prevailing Party in any arbitration or court proceeding to enforce any provision of this Agreement or any award rendered hereunder shall be entitled to recover its reasonable attorneys’ fees and costs.

8.3 Equitable Relief

Notwithstanding the dispute resolution procedures set forth in Section 8.2, either Party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies from any court of competent jurisdiction without first complying with the negotiation, mediation, or arbitration provisions of this Article, to protect its Confidential Information or to prevent irreparable harm, including but not limited to any breach of the exclusivity or confidentiality provisions of this Agreement.

8.4 Jurisdiction and Venue

In any action or proceeding to enforce any provision of this Agreement or any arbitration award rendered hereunder, the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York, United States of America. The Parties irrevocably waive any objection to the laying of venue in such courts, including any objection based on forum non conveniens.

ARTICLE 9: DEFAULT AND REMEDIES

9.1 Events of Default by the Operator

Each of the following shall constitute an Event of Default by the Operator:

(a) Payment Default: The Operator fails to make any payment due under this Agreement within fifteen (15) days after such payment becomes due.

(b) Performance Default: The Operator fails to perform or observe any material covenant, condition, or obligation under this Agreement (other than payment obligations) and such failure continues for thirty (30) days after the Operator receives written notice thereof from the Customer.

(c) Insurance Default: The Operator fails to maintain any insurance coverage required under Article 7 of this Agreement, or any such insurance policy is cancelled, lapses, or is materially reduced in coverage.

(d) Regulatory Default: The Operator’s AOC is suspended, revoked, or materially restricted by any regulatory authority, including the FAA, EASA, or UK CAA, or the Operator is found to have violated any Applicable Law in a manner that materially affects its ability to perform its obligations under this Agreement.

(e) Insolvency: The Operator becomes insolvent, makes a general assignment for the benefit of creditors, commences or has commenced against it any bankruptcy, insolvency, or reorganization proceeding, or has a receiver, trustee, or similar official appointed for any substantial part of its property.

(f) Crewing Default: The Operator fails to maintain the minimum crew qualifications, dedicated crew roster, or compliance with 14 CFR § 135.267 flight time limitations and rest requirements, or 14 CFR Part 120 drug and alcohol testing requirements.

(g) AOG Recovery Failure: The Operator fails to comply with the AOG Recovery Guarantees set forth in Section 5.3(a) on two (2) or more occasions within any twelve (12)-month period.

9.2 Events of Default by the Customer

Each of the following shall constitute an Event of Default by the Customer:

(a) Payment Default: The Customer fails to make any payment due under this Agreement (including any failure to fund the Sovereign Escrow Account as required) within fifteen (15) days after such payment becomes due.

(b) Performance Default: The Customer fails to perform or observe any material covenant, condition, or obligation under this Agreement (other than payment obligations) and such failure continues for thirty (30) days after the Customer receives written notice thereof from the Operator.

(c) Insolvency: The Customer becomes insolvent, makes a general assignment for the benefit of creditors, commences or has commenced against it any bankruptcy, insolvency, or reorganization proceeding.

9.3 Remedies Upon Default

(a) Operator Default Remedies: Upon the occurrence and during the continuance of any Event of Default by the Operator, the Customer may, at its option, exercise any or all of the following remedies:

• (i) Termination of Agreement: Terminate this Agreement, in whole or in part, effective immediately upon written notice to the Operator.
• (ii) Liquidated Damages: Recover liquidated damages in the amount of One Hundred Fifty Thousand Dollars ($150,000.00 USDT) per day for each day that the Operator remains in default, until such default is cured or this Agreement is terminated.
• (iii) Specific Performance: Seek specific performance of any obligation of the Operator under this Agreement, including the delivery of the Aircraft or an equivalent replacement aircraft, and the continuation of the scheduled flight rotations.
• (iv) Setoff: Offset against any amounts due to the Operator any damages, costs, or expenses incurred by the Customer as a result of the Operator’s default.
• (v) All Other Remedies: Exercise any and all other rights and remedies available at law, in equity, or under this Agreement, including the right to recover all reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

(b) Customer Default Remedies: Upon the occurrence and during the continuance of any Event of Default by the Customer, the Operator may, at its option, exercise any or all of the following remedies:

• (i) Termination of Agreement: Terminate this Agreement, in whole or in part, effective immediately upon written notice to the Customer.
• (ii) Suspension of Services: Suspend the performance of all or any part of the Services under this Agreement until such default is cured.
• (iii) All Other Remedies: Exercise any and all other rights and remedies available at law, in equity, or under this Agreement, including the right to recover all reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

9.4 Liquidated Damages

The Parties acknowledge and agree that:

(a) Reasonableness: The liquidated damages amounts set forth in this Article and elsewhere in this Agreement represent a reasonable estimate of the harm that would be suffered by the non-defaulting Party in the event of a default, and that actual damages would be difficult or impossible to ascertain.

(b) Not a Penalty: The liquidated damages provided for in this Agreement are not intended as a penalty but as a genuine pre-estimate of the probable loss that would result from such default, considering the unique and specialized nature of the aircraft charter services, the high-security requirements, and the substantial long-term commitment of resources by both Parties.

ARTICLE 10: FORCE MAJEURE

10.1 Force Majeure Defined

No Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected Party, including but not limited to:

(a) acts of God, fire, flood, earthquake, hurricane, tornado, or other natural disaster;

(b) war, invasion, armed conflict (whether declared or not), terrorism, sabotage, riot, civil commotion, or other civil unrest;

(c) nuclear, chemical, or biological contamination or explosion;

(d) any law, order, regulation, directive, or other action of any government, governmental authority, or regulatory body (including the FAA, EASA, UK CAA, Eurocontrol, and any applicable customs or border control agency) that materially restricts or prohibits the performance of the affected Party’s obligations;

(e) strikes, lockouts, or other industrial actions (unless such actions are directly attributable to the affected Party’s own acts or omissions);

(f) epidemics, pandemics, quarantine restrictions, or other public health emergencies;

(g) cyberattacks, denial of service attacks, or other malicious electronic intrusions that are not reasonably preventable by the affected Party; or

(h) any other event or circumstance that is beyond the reasonable control of the affected Party and that could not have been prevented or mitigated by the exercise of due diligence.

10.2 Notice and Mitigation

(a) Notice: The affected Party shall provide written notice to the other Party within five (5) business days after the commencement of a Force Majeure Event, describing the nature of the event, its expected duration, and its anticipated impact on the affected Party’s ability to perform its obligations under this Agreement.

(b) Mitigation: The affected Party shall use diligent efforts to mitigate the effects of the Force Majeure Event and to resume full performance of its obligations as soon as reasonably practicable.

10.3 Consequences of Force Majeure

(a) Suspension of Obligations: The affected Party’s obligations under this Agreement shall be suspended for the duration of the Force Majeure Event, to the extent such obligations are affected by the Force Majeure Event.

(b) No Liability: Neither Party shall be liable to the other Party for any failure or delay in performance caused by a Force Majeure Event.

(c) Termination for Extended Force Majeure: If a Force Majeure Event continues for more than ninety (90) consecutive days, the non-affected Party may terminate this Agreement upon written notice to the affected Party.

10.4 Force Majeure Exclusions

The following shall not constitute Force Majeure Events:

(a) the affected Party’s failure to maintain adequate insurance as required under Article 7 of this Agreement;

(b) the affected Party’s financial inability to perform its obligations;

(c) the affected Party’s failure to maintain its AOC or other required regulatory authorizations;

(d) the affected Party’s failure to comply with applicable crew rest, flight time, or drug and alcohol testing requirements under 14 CFR Part 135, 14 CFR Part 120, or other Applicable Law; or

(e) any event or circumstance that was reasonably foreseeable and could have been prevented or mitigated by the affected Party through the exercise of due diligence, including routine maintenance requirements and predictable weather conditions.

ARTICLE 11: AMENDMENT AND WAIVER

11.1 Amendment

No amendment, modification, or supplement to this Agreement shall be effective unless it is in writing and signed by both Parties.

11.2 Waiver

No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the waiving Party. Any waiver shall apply only to the specific instance and for the specific purpose for which it is given and shall not be deemed a continuing or future waiver.

ARTICLE 12: SEVERABILITY AND COUNTERPARTS

12.1 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary to render it valid, legal, and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

12.2 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures (including PDF or DocuSign) shall be deemed original signatures for all purposes.

ARTICLE 13: ENTIRE AGREEMENT

This Agreement, together with the Schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to such subject matter.

ARTICLE 14: CONFIDENTIAL INFORMATION

14.1 Definition of Confidential Information

“Confidential Information” means all non-public information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally, in writing, or in any other form or medium, including but not limited to:

(a) flight manifests, passenger lists, cargo profiles, and operational schedules;

(b) security protocols, communications encryption methods, and tactical procedures;

(c) pricing, financial terms, and proprietary cost data;

(d) business plans, strategies, and customer lists;

(e) technical data, maintenance records, and performance information relating to the Aircraft;

(f) any information designated as “Confidential” by the Disclosing Party; and

(g) any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure.

14.2 Exclusions

Confidential Information does not include information that:

(a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement;

(b) was available to the Receiving Party on a non-confidential basis before its disclosure by the Disclosing Party;

(c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from transmitting the information; or

(d) is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party’s Confidential Information.

14.3 Obligations of the Receiving Party

The Receiving Party shall:

(a) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement;

(b) protect Confidential Information from unauthorized use or disclosure using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a commercially reasonable standard of care;

(c) limit access to Confidential Information to those employees, contractors, and advisors who have a specific need to know such information for the purpose of performing the Receiving Party’s obligations or exercising its rights under this Agreement, and who are bound by confidentiality obligations at least as restrictive as those set forth in this Article;

(d) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law or legal process, and in such case the Receiving Party shall provide the Disclosing Party with prompt notice of such requirement and cooperate with the Disclosing Party in seeking a protective order or other appropriate relief; and

(e) promptly return or destroy all Confidential Information upon the termination of this Agreement or upon the request of the Disclosing Party, provided that the Receiving Party may retain one archival copy for compliance with legal or regulatory requirements.

14.4 Data Privacy and GDPR Compliance

(a) UK GDPR and Data Protection Act 2018: To the extent that the Contractor processes any personal data on behalf of the Customer in connection with this Agreement (including passenger data, crew data, or any other personal data), the Contractor shall comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

(b) Data Processing Addendum: The Parties shall enter into a separate Data Processing Addendum setting forth the terms and conditions for any such processing of personal data, including the Contractor’s obligations to implement appropriate technical and organizational security measures.

14.5 Duration of Confidentiality Obligations

The obligations set forth in this Article shall survive the termination of this Agreement for a period of ten (10) years from the date of termination, except with respect to trade secrets, which shall remain confidential in perpetuity.

ARTICLE 15: NOTICES

All notices, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when:

(a) delivered personally;

(b) sent by registered or certified mail, postage prepaid, return receipt requested;

(c) sent by overnight courier service with tracking capabilities; or

(d) sent by email with confirmed receipt requested;

in each case, to the addresses set forth below (or to such other address as either Party may designate by written notice to the other Party):

If to the Customer:
Ladco Defense Technologies
Attention: Henri Bryant Lanier Sr., Esq., Ph.D., Chief Executive Officer
Email: [Insert Customer Email]
[Insert Street Address, City, State, Postal Code, Country]

If to the Contractor:
Hunt & Palmer Ltd
1st Floor, 25 Templer Avenue, Farnborough, Hampshire, GU14 6FE, United Kingdom
Attention: [Insert Name and Title]
Email: [Insert Contractor Email]

SCHEDULE A: THE 24-LEG LOGISTICS COST MATRIX

The table below details the cost allocations for the complete sequential round-trip sequence consisting of twenty-four (24) distinct, numbered legs.

Route Sequence & Leg Details	Block Hours	Labor Costs (USDT)	Material Costs (USDT)	Regulatory Fees (USDT)	Total Cost per Leg (USDT)
Leg 1: Izmail UA (Ground) to RMO	1.0	$4,500.00	$2,125.00	$5,200.00	$11,825.00
Leg 2: RMO to PSA	2.5	$3,500.00	$11,012.50	$5,500.00	$20,012.50
Leg 3: PSA to FCO	1.0	$2,800.00	$4,950.00	$5,200.00	$12,950.00
Leg 4: FCO to PMO	1.2	$2,800.00	$5,685.00	$4,200.00	$12,685.00
Leg 5: PMO to LBA	3.0	$3,800.00	$13,540.00	$5,800.00	$23,140.00
Leg 6: LBA to BOS	7.5	$7,500.00	$35,281.25	$8,800.00	$51,581.25
Leg 7: BOS to DCA	1.5	$3,500.00	$6,750.00	$4,800.00	$15,050.00
Leg 8: DCA to RNO	5.0	$4,500.00	$22,810.00	$4,800.00	$32,110.00
Leg 9: RNO to MIA	4.8	$4,200.00	$21,950.00	$4,800.00	$30,950.00
Leg 10: MIA to SKB	3.0	$3,500.00	$13,640.00	$5,400.00	$22,540.00
Leg 11: SKB to RNO	6.5	$7,500.00	$28,915.00	$8,200.00	$44,615.00
Leg 12: RNO to RMO	11.0	$9,500.00	$48,150.00	$11,200.00	$68,850.00
Leg 13: RMO to RNO	11.0	$9,500.00	$48,150.00	$11,200.00	$68,850.00
Leg 14: RNO to SKB	6.5	$7,500.00	$28,915.00	$8,200.00	$44,615.00
Leg 15: SKB to MIA	3.0	$3,500.00	$13,640.00	$5,400.00	$22,540.00
Leg 16: MIA to RNO	4.8	$4,200.00	$21,950.00	$4,800.00	$30,950.00
Leg 17: RNO to DCA	5.0	$4,500.00	$22,810.00	$4,800.00	$32,110.00
Leg 18: DCA to BOS	1.5	$3,500.00	$6,750.00	$4,800.00	$15,050.00
Leg 19: BOS to LBA	7.5	$7,500.00	$35,281.25	$8,800.00	$51,581.25
Leg 20: LBA to PMO	3.0	$3,800.00	$13,540.00	$5,800.00	$23,140.00
Leg 21: PMO to FCO	1.2	$2,800.00	$5,685.00	$4,200.00	$12,685.00
Leg 22: FCO to PSA	1.0	$2,800.00	$4,950.00	$5,200.00	$12,950.00
Leg 23: PSA to RMO	2.5	$3,500.00	$11,012.50	$5,500.00	$20,012.50
Leg 24: RMO to Izmail UA (Ground)	1.0	$4,500.00	$2,125.00	$5,200.00	$11,825.00
TOTALS (Both Ways Combined)	96.0 Hours	$115,200.00	$405,677.50	$147,800.00	$688,677.50

SIGNATORIES

IN WITNESS WHEREOF, the Parties hereto have executed this Aircraft Charter Master Services Agreement as of the Effective Date written above.