[NON-DISCLOSURE

AGREEMENT]
 NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

&

Comrade Air Services Ltd.

ANK CAPITAL LIMITED & COMRADE AIR SERVICES LIMITED 2

 NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made on the ________ day of ___________________________ 2013

BETWEEN

A) COMRADE AIR SERVICES LIMITED, with its registered office at Suite B1 Bensima
House, Red Sea Close, Off Aguiyi Ironsi Road, Maitama, Abuja. Abuja FCT | Nigeria

And

B) ANK CAPITAL LIMITED (“ANK” or “Adviser”) with its office located at 4 Elder Andrew
Worlu Close | Off Obiwali Road | Rumuigbo | Port-Harcourt, River State | Nigeria

WHEREAS, Comrade Air Services Ltd are in discussion with the ANK Capital Limited
towards the provision of financial and strategic advisory services financial advisers and
arrangers (“Adviser”) in connection with the equity capital (Band Guarantee (BG) of
$5,494,500.00 (US Dollar) being 15% equity stake in their $36,630,000.00 (Thirty Six
Million, Six Hundred and Thirty Thousand USD) to be issued in favor of Edward C. Tucker
(DBA Tamir Enterprise LLC) on behalf of Comrade Air Services Limited being 15% equity
stake of Client for facility of $36,630,000 availed to them by Tamir Enterprises LLC services
and Overdraft (OD) of N100,000,000.00 (Nigeria Naira) for the operations and management
of charter in Nigeria (the “Transaction”).

WHEREAS, the Parties wish to protect such information and the contents of their discussion
in the manner set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained

herein, the Parties hereto agree as follows:

INTERPRETATION

“Party” shall mean either one of them and “Parties” shall be construed collectively

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 NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

1. CONFIDENTIALITY

(a.) The Parties agree to make available to each other under the provision of this
Agreement, certain information which even if not expressly designated as
confidential, might fairly be considered to be of a confidential nature including, but is
not limited to, any confidential or proprietary information or data relating to a Party,
its actual, proposed and previous business, activities, products, services, contracts,
personnel, in whatever form, tangible or intangible, printed, electronic or magnetic or
information received from others that a Party is obligated to treat as confidential or
proprietary(“Confidential Information”).

(b.) Each party agrees to treat as confidential and secret any Confidential Information
which may come into its possession or knowledge by reason of this capital raising
exercise with the other and save as provided in clause 1(e), to make no disclosure to
any third party unless specifically authorized by prior written consent of the disclosing
Party.

(c.) Each Party shall hold and maintain all Confidential Information as confidential and
shall not disclose such Confidential Information for a period of one (1) year from final
termination of discussion between the Parties in relation to the said transaction, or
termination by virtue of clause 2 (whichever shall first occur). This clause shall
survive a termination of this Agreement by whatever means.

(d.) Neither Party shall make any copies of Confidential Information without the express
written consent of the disclosing Party, and the receiving Party shall maintain and
protect the Confidential Information with the same degree of care and control as it
uses to keep confidential its own proprietary information, but in any event with not
less than a reasonable degree of care.

(e.) Each Party shall reveal Confidential Information to its employees on a “need to
know” basis and shall require by agreement, instruction or otherwise that each of
such employees receiving Confidential Information handles the information in
accordance with the conditions of this Agreement.

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 NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

(f.) Each Party shall use Confidential Information only in connection with the said
transaction and shall make no other use of Confidential Information completely or in
part. In particular but without limitation receiving Party shall not use or cause to be
used any Confidential Information in such a way as to procure that either it or any
third Party at any time obtains commercial or any other advantage over disclosing
Party.

(g.) In no event shall the signing of this Agreement act as a grant of license, either
directly or indirectly under any patent or copyright held now or at any time by either
Party.

(h.) The restrictions on disclosure of Confidential Information contained herein shall not
apply to any information which is contained in a printed and publicly available
publication prior to the date of this Agreement; is or becomes publicly known through
no wrongful act or failure to act on the part of the receiving Party; is known by the
receiving Party without any restrictions as to disclosure at the time of receipt from
the disclosing Party or becomes known to the receiving Party in good faith without
obligations of confidence from an independent source who has not derived it directly
or indirectly from the disclosing Party, is required in or in connection with legal
proceedings arising out of this Agreement.

2. TERM
This Agreement shall expire on the date which is one (1) year from the effective date
unless terminated earlier upon written request by either Party for any reason. This
Agreement shall not be renewed or extended unless in writing between the Parties.

3. RETURN OF DOCUMENTS
On the earlier of either the date of expiration of the term of this Agreement,
termination of this Agreement, or a written request from the disclosing Party, the
receiving Party shall return to the disclosing Party or destroy (at the receiving Party’s
option) all Confidential Information of the disclosing Party in its possession or control
and erase the same from all media in its possession or control and if requested by

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 NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

the disclosing Party, shall provide written confirmation to the disclosing Party to that
effect.

4. EXCLUSION OF WARRANTY
Each party acknowledges that Confidential Information has not been independently
verified by the disclosing Party. The receiving Party will satisfy itself as to, and no
warranty or representation is or will be given by the disclosing Party as to, the
completeness, accuracy, sufficiency or otherwise of Confidential Information other
than as may be set forth in a formal legal agreement executed after the date of this
Agreement.

5. WAIVER
No failure or delay by a Party in exercising any right power or privilege available to it
under this Agreement shall be deemed to be a waiver thereof neither shall any single
or partial exercise of any such right power or privilege preclude any further exercise
of the same or any other right power or privilege.

6. INJUNCTIVE RELIEF
Each Party acknowledges that the restrictions contained in this Agreement are a
reasonable and necessary protection of the immediate interests of the other and any
violation of these restrictions by a receiving Party would cause substantial injury to
the disclosing Party. In the event of a breach or threatened breach by a receiving
Party of any of the restrictions, the disclosing Party shall be entitled to apply to any
court of competent jurisdiction for an injunction restraining the receiving Party from
such breach or threatened breach, without security or bond and without prejudice to
any other available remedies the disclosing Party may have for such breach or
threatened breach in addition to all other remedies to which a Party may be entitled.

7. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understandings between the
Parties as to the subject matter hereof and supersedes, cancels and merges all prior
agreements, negotiations, commitments, writings, and discussions between the
Parties as to such subject matter.

ANK CAPITAL LIMITED & COMRADE AIR SERVICES LIMITED 6

 NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

8. NOTICES
Any notice will be written in English and will be either delivered in person, or sent to
the other Party by (a) postal mail, (b) facsimile (electronically confirmed and followed
up immediately by postal mail), or (c) electronic mail (followed up immediately by
postal mail). For the purpose of this clause the address of each Party shall be:

ANK Capital Limited Comrade Air Services Ltd

4 Elder Andrew Worlu Close Suite B1 Bensima House, Red
Off Obiwali Road Rumuigbo Sea Close, Off Aguiyi Ironsi
Port-Harcourt Road, Maitama, Abuja.
River State | Nigeria Abuja FCT | Nigeria

9. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable then
such provision shall be automatically modified to the extent necessary to make it
valid, legal and enforceable whilst preserving the intent of the parties and all other
provisions of this Agreement shall be regarded as fully valid and enforceable unless
otherwise proved.

10. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with Nigerian

Law.

The Parties shall use their best endeavors to resolve amicably through good faith
negotiation first any dispute relating to this Agreement or its subject matter-including
disputes as to validity, performance, breach, or termination , then if they do not reach
a settlement within a period of 90 days after the dispute or disagreement has arisen,
then upon notice by either Party to the other, the matter shall be referred to and shall
be finally resolved by Arbitration in accordance with the Arbitration and Conciliation
Act, Laws of the Federation of Nigeria 2004. And judgment upon any award rendered

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 NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

by the arbitrators may be entered in any courts having jurisdiction thereof. The award
shall be final and binding upon the Parties.

All arbitration proceedings shall be conducted in English. The place of Arbitration

shall be Lagos, Nigeria.

IN WITNESS WHEREOF the Parties hereto have each caused this Agreement to be signed
and delivered by its duly authorized representatives the day and the year first above written.

ANK CAPITAL LIMITED COMRADE AIR SERVICES LIMITED

Signature:________________________ Signature: ____________________

Name: _________________________ Name: ______________________

Title: ___________________________ Title: ________________________

Date: ___________________________ Date:________________________

IN THE PRESENCE OF:

Signature: ______________________ Signature: ___________________

Name: _________________________ Name: ______________________

Title: ___________________________ Title: ________________________

Date: ___________________________ Date:________________________

ANK CAPITAL LIMITED & COMRADE AIR SERVICES LIMITED 8