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SHAR EHOLDERS’ A GR EEM ENT

Relating to

NIGER IA A IR LIM ITED

B ETWEEN

THE GOVER NM ENT OF THE FEDER A L R EP UB LIC OF

NIGER IA
- A ND-

ETHIOP IA N A IR LINES GR OUP

- A ND-

M R S OIL A ND GAS COM P A NY LTD

- A ND-

SKYWA Y A VIATION HA NDLING COM P A NY P LC

- A ND-

NIGER IA A IR LIM ITED

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CONT ENT S

1. DEFINITIONS AND INTERPRETATION…………….……………………….……………3

2. THE BUSINESS ....................................................................................................................................... 9

3. THE COMPANY'S HEADQUARTERS LOCATION ....................................................................... 9

4. THE SHAREHOLDERS' COMMITMENTS AND CONTRIBUTIONS ......................................... 9

5. SHAREHOLDERS' RESPONSIBILITIES …………………………………..…….……. 15

6. COMPLETION……………………………………………………………………….…… 16

7. BOARD OF DIRECTORS …………………………………………….…..……………… 17

8. BOARD MEETINGS …………….……………………………………..……….………… 19

9. SHAREHOLDERS' MEETINGS……….…………………………..…..…………………20

10. CONDUCT OF THE COMPANY'S AFFAIRS …………………………….…………….. 21

11. EXECUTIVE MANAGEMENT COMMITTEE .................................................................................22

12. MANAGEMENT CONTRACT & EXECUTIVE MANAGEMENT ...............................................22

13. RESTRICTIONS ON COMPANY MANAGEMENT .....................................................................23

14. SHAREHOLDER RIGHTS ...................................................................................................................25

15. RIGHT OF FIRST REFUSAL ...............................................................................................................25

16. PURCHASE UPON DEATH, BANKRUPTCY OR DISSOLUTION …………………… 27

17. TRANSFER IN GENERAL...................................................................................................................28

18. FUNDING REQUIREMENT OF THE COMPANY ........................................................................30

19. LISTING..................................................................................................................................................31

20. THE COMPANY'S BUSINESSES AND PROHIBITION ................................................................34

21. AMENDMENT OF CLASS OF SHARES ..........................................................................................35

22. FURTHER ACTION REQUIRING SPECIAL RESOLUTION .......................................................36

23. FINANCIAL STATEMENTS & AUDIT .............................................................................................37

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24. FISCAL YEAR & BUDGET ..................................................................................................................38

25. ACCESS TO BOOKS AND RECORDS ..........................................................................................38

26. DIVIDEND POLICY .............................................................................................................................38

27. INSURANCE .........................................................................................................................................39

28. ADHERENCE TO AGREEMENT ......................................................................................................39

29. COMPLIANCE WITH THE LAW.....................................................................................................39

30. CONFIDENTIALITY AND TRADE SECRET PROTECTION COVENANT ...........................40

31. INDEMNIFICATION BY THE FGN..................................................................................................40

32. REPRESENTATIONS AND WARRANTIES ...................................................................................41

33. UNDERTAKINGS OF THE PARTIES ...............................................................................................42

34. RELATIONSHIPS BETWEEN THE SHAREHOLDERS .................................................................43

35. WAIVER ……………………………………………….……………….………...……...…44

36. THIRD-PARTY BENEFICIARIES ........................................................................................................44

37. TERMINATION ....................................................................................................................................44

38. MISCELLANEOUS ...............................................................................................................................45

39. NOTICES .…………………………………………………………………………..….……47

40. GOVERNING LAW, JURISDICTION AND DISPUTE SETTLEMENT …….………….. 47

41. CHOICE OF LANGUAGE ……………………………………………………..………. 48

42. EFFECTIVE DATE ………………………………………………………………...…….. 49

SCHEDULE 1: DEED OF ADHERENCE ......................................................................................................52

SCHEDULE 2: SAMPLE SHARE CERTIFICATE ..........................................................................................53

SCHEDULE 3: THE SHAREHOLDERS...........................................................................................................54

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THIS SHAREHOLDERS’ AGREEMENT (this “A greem ent”) is made and effective as of May [____], 2023,
by and between:

THE GOVER NMENT OF THE FEDER A L R EP UB LIC OF NIGER IA , acting by and through the
Ministry of A v iation and the Ministry of Finance Incorporated (a corporation sole) and having
its registered office at Tower 2, Bank of Industry (BOI) House, Plot 256 A O., Off Herbert Macaulay Way,
Central Business District,” Abuja FCT (hereinafter referred to as the “FGN” which expression shall
wherever the context so admits, includes its successor-in-title, nominees, appointees, agents, servants,
and assigns) of the first part; and

ETHIOP IA N A IR LINES GR OUP , an Ethiopian public enterprise organized under the laws of The
Federal Democratic Republic of Ethiopia and having its registered office at Bole International Airport,
P.O.Box 1755, Addis Ababa, Ethiopia, (hereinafter referred to as “ET ” or the “Strategic P artner”
which expression shall where the context so admits includes its successors- in title and assigns) of the
second part; and

MR S OIL A ND GA S COMP A NY LT D, a limited liability company incorporated under the Laws of

the Federal Republic of Nigeria, and having its registered office at 2 Tin Can Island Port Road Apapa, Lagos
(hereinafter referred to as “MR S” which expression shall where the context so admits include its
successors-in-title and assigns) of the third part; and

SKYWA Y A VIA TION HA NDLING COMP A NY P LC, a Company incorporated under the Laws of
the Federal Republic of Nigeria and having its registered office at Cargo Terminal, Murtala Muhammed
International Airport, Ikeja, Lagos (hereinafter referred to as “SA HCO” which expression shall where
the context so admits include its successors-in-title and assigns) of the fourth part; and

NIGER IA A IR LIMITED, a company incorporated under the Laws of the Federal Republic of Nigeria,
with RC. NO: 1511666 and registered on 18 July 2018 (hereinafter referred to as the “Com pany ” or
the “National Carrier” which expression shall where the context so admits includes its successors- in
title and assigns) of the fifth part; and

A ny other Nigerian P riv ate or P ublic Inv estor(s) that may become a party to this Agreement by
the execution of a Deed of Adherence to this agreement as set out in Schedule 1.

ET and any other institutional foreign investors that become a party to this Agreement (collectively
referred to as the “Foreign Inv estors”) each of whom agrees to be fully represented for all purposes
under this Agreement by its appointed representative;

MESSR S: MR S OIL A ND GA S COMP A NY LTD (MR S), SKY WAY A V IAT ION HA NDLING
COMP A NY P LC, (SA HCO) and ot her Nigerian P riv ate and P ublic inv estors that become a
party to this Agreement (collectively referred to as the “Strategic Nigerian Inv estors”) each of whom
agrees to be fully represented for all purposes under this Agreement by its appointed representative;

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The FGN, ET and the Strategic Nigerian Investors are sometimes referred to hereafter collectively as
“Shareholders” and individually as “Shareholder”.

Nigeria Air Limited, a company limited by shares, is signing this Agreement to acknowledge and to
evidence its consent to its obligations contained herein.

WHER EA S:

A. The FGN pursuant to the ICRC Act is desirous of establishing a National Carrier to develop and
operate domestic, regional, and international routes with an operational strategy based on the
commercial viability of the routes.

B. As part of the steps taken in the establishment of the National Carrier, Nigeria Air Limited was
registered on 18 July 2018 with RC. No.1511666 for this purpose.

C. The FGN through the Federal Ministry of Aviation (the FMA) put out a request for proposals
(RFP) for the Establishment of a National Carrier in connection with the selection of a suitable
investor or consortium of investors (the “Bidder”) to partner with the FGN to invest and establish
the National Carrier on a Joint Venture (the “JV”) basis (the “P roject”).

D. The FGN, then invited bids from qualifying airlines and operators to partner with FGN for the
establishment and operations of the National Carrier for Nigeria.

E. ET as a member of the bidding consortium possesses the requisite experience in the establishment
and operation of commercially viable airlines across Africa having significant domestic, regional,
and international flight experience for over 60 years.

F. The Strategic Nigerian Investors and members of the bidding consortium possess the requisite
experience and skill in critical aspects of the airline business value chain for many years including
but not limited to ground handling services and the provision of aviation fuel and related products.

G. ET and the Strategic Nigerian Investors put together a joint bid for the project as an
unincorporated bidding Consortium.

H. Through a competitive procurement process, the bidding Consortium (Strategic Partner and the
Strategic Nigerian Investors) through their tender documents, submitted its technical and financial
proposals for the establishment and operation of the National Carrier.

I. The FGN is willing to facilitate and support the budding of the National Carrier in accordance
with the provisions of the NCAA and the NCAA Regulations (NCAR).

J. Pursuant to the Establishment and Operations Agreement, ET has been appointed by the Federal
Government of Nigeria as strategic partner/investor in the Company and will hold up to 49% of
the Shares in the Company, with the balance of 51% or more of the Shares in the Company to be
held by the Strategic Nigerian Investors and the FGN.

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K. The Company will be managed based on purely commercial principles with full operational
independence and without Government interference;

L. The Company’s objective is to become step by step, a competitive regional and international
operator airline, connecting Nigeria with its immediate neighbours, and other African countries
and Africa to the rest of the World by providing air transport services of passengers, couriers,
and cargo;

M. The FGN, ET and the Strategic Nigerian Investors have agreed to participate as shareholders in the
Company for the aforesaid purposes and on the terms set out in this Agreement and the
Memorandum and Articles of Association;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for
other good and valuable consideration the receipt and legal sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:

IT IS HER EBY A GR EED:

1. DEFINITIONS A ND INTER P R ET A T ION.

1.1 In this Agreement the following words and expressions shall (except where the context otherwise
requires) have the following meanings:

"A greed Form " in relation to any document means the form agreed between the
parties to this Agreement and for the purposes of identification only initialled by or on
behalf of the parties.

"A greed P roportions" means the proportions that the nominal value of the issued
Shares respectively (at the time of determination of the Agreed Proportions set out in
Clause 4 and Schedule 3) bear to the combined nominal value of the issued Shares.

"A uditors" means a duly registered firm of auditors of the Company as appointed from
time to time.

"B oard" means the board of directors from time to time of the Company.

"B oard Minutes" means the minutes of the Board meeting to be held pursuant to clause
6 in the Agreed Form.

“B udget” means such budget as shall from time to time be prepared by the Company
as provided in clause 10.3.

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"B usiness" means the business of managing and operating the National Carrier and
other ancillary services, as such business may be amended from time to time.

"B usiness Day " means a day other than a Saturday or Sunday on which banks are open
for business in Abuja, Addis Ababa, and Lagos.

"B usiness P lan" means the business outlook as completed and submitted by the
Strategic Partner with key components of the Business Plan and annexed to this
Agreement. The projections therein are based on dynamic assumptions and therefore
may from time to time be modified and/or supplemented by the Board of the National
Carrier and shall not be used as a basis to claim liability.

"CEO" means the chief executive officer of the Company nominated by ET from time to
time in accordance with the terms of the Management Contract or as appointed pursuant
to clause 6.6 of this Agreement (as may be applicable) provided always that such
appointment shall be made irrespective of nationality based on the professional
experience and technical competence of the proposed appointee.

" DFSP " means the director finance and strategic planning of the Company nominated by
ET from time to time in accordance with the terms of the Management Contract or as
appointed pursuant to clause 6.6 of this Agreement (as may be applicable) provided always
that such appointment shall be made irrespective of nationality based on the professional
experience and technical competence of the proposed appointee.

"Chairm an" means the non-executive chairperson of the Company.

"Com panies A ct" means the Nigerian Companies and Allied Matters Act, 2021,
including its subsidiary legislation, any amendments, alterations thereof or successive
legislation thereto.

"Com pletion" means completion by the performance of all the obligations of the parties
hereto under clause 6 of this Agreement.

"Com pletion Date" means the date specified in clause 6 of this Agreement when the
first Board and Shareholders meeting will be held by all parties.

"Confidential Inform ation" means any and all information of whatsoever nature
(whether oral, written or in any other form (whether eye- or machine-readable)) relating
to the Shareholders and/or the Company and/or the Business, including, without
limitation any Board papers or management or financial reporting information and, any

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compilation of otherwise public information in a form not seen in the public domain but
excluding:

a. information obtained before the date of this Agreement, and which was not made
available by the person providing it (being a Shareholder or the Company) subject
to any obligation of confidentiality or in breach of any obligation of confidentiality
imposed upon any other person; and

b. information made available by third parties who were entitled to pass such
information without the imposition of obligations of confidentiality in respect
thereof.

"Control" has the meaning ascribed thereto in section 863 of the Companies Act.

"Controlling Interest" in relation to a person or persons means the ownership by that

person of Shares carrying the right to more than 50 per cent of the total number of votes
which may be cast on a poll at a general meeting of the Company.

“Custodian” means the company secretary or registrar or any person who provides
custodial services for the Company.

"Director" means any director from time to time being of the Company including where
applicable any alternate director.

" DF O" means the Director of Flight Operations of the Company nominated by ET from
time to time in accordance with the Management Contract or as appointed pursuant to
clause 6.6 of this Agreement (as may be applicable) provided always that such
appointment shall be made irrespective of nationality based on the professional
experience and technical competence of the proposed appointee.

“DME” means the Director of Maintenance and Engineering of the Company nominated
by ET from time to time in accordance with the Management Contract or as appointed
pursuant to clause 6.6 of this Agreement (as may be applicable) provided always that such
appointment shall be made irrespective of nationality based on the professional
experience and technical competence of the proposed appointee.

"Equity Share Capital" has the meaning ascribed thereto by section 868 of the
Companies Act.

" Establishm ent and Operations A greem ent " means the Establishment and
Operations Agreement to be dated on or about the date of this Agreement between, the

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Federal Government of Nigeria, Nigeria Air Limited and ET as the Strategic Investor
pursuant to which certain assistance is to be provided to the Company and ET by the
FGN.

"ET" means ETHIOPIAN AIRLINES GROUP or the Strategic Partner.

"Ev ent of Default" means any breach of one or more of the events and or obligations
set out in clauses 5,32 and 33.

"Letter of A ppointm ent" means the letter of appointment as non-executive chairman

in the Agreed Form to be entered into between the Company and the Chairman.

"Licences" means all licences, permits and other assurances whatsoever required by the
Company from time to time in connection with it carrying on of the Business related to
or necessary for the execution of listed or referred in the Establishment and Operations
Agreement.

"Listing" means the admission of any part of the Equity Share Capital of the Company
to the Stock Exchange or, subject to compliance with all applicable laws.

"Managem ent Contract " means the agreement for the management of the business
and operations of the Company by ET signed between ET and the Company as
acknowledged & agreed to by the FGN and to be dated on or about the date of this
Agreement.

"Mark et Value" means either:

(a) value following a Listing of Shares as traded on the day of service of the Purchase
Notice; or

(b) prior to any Listing the market value of the Shares to be sold as at the date of
the Purchase Notice as determined by the Auditors valuing the Company as a
whole and assuming that the Company will continue to carry on business as a
going concern, assuming that the Shares are being sold as between a willing buyer
and a willing seller on an arm's-length basis taking into account any bona fide offer
for any Shares received from an unconnected third party within six months prior
to the date on which the Purchase Notice was served and recognising that the
Shares are not freely marketable.

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"Mem orandum and A rticles of A ssociation" means the new Memorandum and
Articles of Association in the Agreed Form to be adopted by the Company at Completion.

"NCA A " means the Nigerian Civil Aviation Authority.

"Nigeria Inv estor Directors" means the executive directors of the Company
nominated by the Strategic Nigerian Investors and appointed in accordance with this
Agreement from time to time in accordance with clause 6.2 of this Agreement.

"Nigeria Inv estor Shares" means the ordinary shares of =N=1.00 (one Naira) totalling
51% in the capital of the Company and allotted to the FGN and Strategic Nigerian
Investors each having attached thereto the rights set out in the Memorandum and Articles
of Association.

"Qualify ing Nigerian Citiz enship Criteria" means the various criteria which would
classify each Investor as a Nigerian entity under any applicable laws for the purpose of
holding shares in the Company and/or would satisfy the ownership requirements of any
Bilateral Air Services Agreement applicable to routes operated or to be operated by the
Company in the course of the Business and which satisfy the requirements of the
Establishment and Operations Agreement and any applicable law, regulation or
mandatory requirement associated with the operation of the Business.

"Shareholder Meeting Notice" means a notice in the Agreed Form convening a

general meeting of the Company for the purpose of clause 6.

"Shareholders" means ET, FGN, and each of the Strategic Nigerian Investors and/or
any person or persons to whom they may properly transfer any of their Shares pursuant
to the provisions of this Agreement and the Memorandum and Articles of Association
and/or any person or persons subscribing for new Shares from time to time.

"Shares" means shares in the capital of the Company.

"Stock Exchange" means The Nigerian Stock Exchange.

" Strategic P artner" means ET or Ethiopian Airlines Group.

"Strategic P artner Directors" means the non-executive directors of the Company

nominated by ET and appointed in accordance with this Agreement from time to time in
accordance with clause 6.1 of this Agreement.

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"Strategic P artner Shares" means the ordinary shares totalling 49% in the initial
capital of the Company and allotted to ET each having attached thereto the rights set out
in the Memorandum and Articles of Association.

" Subsidiary " , " Holding Com pany " and " wholly -owned subsidiary " have the
meanings respectively ascribed thereto under the Companies Act.

"Term ination Date" means in respect of each Shareholder the date upon which this
Agreement terminates or (if earlier) the date upon which the relevant Shareholder ceases
to hold or beneficially own Shares.

1.2 Any reference in this Agreement to any provision of any legislation or subordinate legislation (e.g.,
regulations and bye-laws) made pursuant to any act of the Nigerian National Assembly or any
Nigerian State House of Assembly shall be deemed to include reference to amendments,
modifications or re-enactments (whether before or after the date hereof) of such legislation.

1.3 In this Agreement words incorporating the masculine gender only include the feminine and neuter
genders and words incorporating the singular number only include the plural and vice versa.

1.4 Unless otherwise stated, references to clauses and schedules are references to clauses of and
schedules to this Agreement. The schedules form part of this Agreement.

1.5 Clause headings are for ease of reference only and do not affect the construction or interpretation
of this Agreement.

1.6 References to persons shall include bodies corporate, unincorporated associations and
partnerships.

1.7 Words and expressions defined in or for the purposes of the Companies Act shall, where the
context permits, bear the same meanings in this Agreement.

1.8 References to writing shall include typewriting, printing, lithography, photography and email
messages and electronic mail messages and other modes of reproducing words in a legible and
non-transitory form.

2. THE B USINESS.

Each of the Shareholders undertakes to the other that it shall as far as it is legally able to exercise
all its powers in relation to the Company so as to procure that:

2.1 the business of the Company consists exclusively of the Business of managing and operating the
National Carrier and other ancillary services;

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2.2 the Company shall conduct the Business for its own benefit and in the best interests of the
Company on sound, commercial, profit-making principles in accordance with the highest ethical
standards to generate the maximum achievable maintainable profits available for distribution;

2.3 the central management and control of the Company shall be exercised in Nigeria.

3. THE COMP A NY’S HEA DQUA R T ER S LOCA T ION.

The Headquarters of the Company shall be in the city of Abuja, in the Federal Republic of Nigeria,
at a specific location to be chosen by the Board of Directors of the Company in consultation with
ET, bearing in mind the suitability of the location to the Company’s business operation.

4. THE SHA R EHOLDER S’ COMMIT MENT S A ND CONT R IB UT IONS.

4.1 The Shareholders shall contribute to the share capital of the Company in the following amounts
and their respective shareholding shall be as follows:

Shareholders P ercentage Subscriptions (A m ount in

USD)

Ethiopian Airlines Group 49% 122,500,000

The FGN 5% 12,500,000

MRS Oil and Gas Company Limited 31% 77,500,000

Skyway Aviation Handling Company Plc 15% 37,500,000

Total 100% 250,000,000

4.2

4.2.1 It is mutually understood by all the parties that the MRS will further divest 16% of its
currently held shares to a single and or other Nigerian investors whilst retaining 15% of
the shares.

4.2.2 The totality of the 5% shares to be held by the FGN shall be paid for by consideration
other than cash under the conditions decided by the company’s Board of Directors.
However, the Parties agree that the valuation of the non-cash consideration paid by the

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FGN for its shares shall be determined by independent auditors nominated by the Major
Shareholders from any of the big four Auditing firms.

4.3 The Major Shareholders including SAHCO and MRS shall pay for their shares as follows:

4.3.1 SAHCO shall pay 50% of their equity shares in the following instalments: USD 9 million
within thirty (30)days, USD 3.25 million within sixty (60) days, USD 3.25 million within
ninety (90) days and USD 3.25 million within one hundred twenty (120) days from the
date of signature of this Agreement and or the Establishment and Operations Agreement
(whichever comes last), a further 25% of their equity shares shall become payable within
one year from the date of execution of this Agreement whilst the remaining 25% of their
equity shares shall become payable on or before the second anniversary of the execution
of this Agreement.

4.3.2 Further to the provision of clause 4.2.1, MRS shall pay 50% of their equity shares in the
following instalments: USD 18.6 million within thirty (30)days, USD 6.716 million within
sixty (60) days, USD 6.716 million within ninety (90) days and USD 6.716 million within
one hundred twenty (120) days from the date of signature of this Agreement and or the
Establishment and Operations Agreement (whichever comes last), a further 25% of their
equity shares shall become payable within one year from the date of execution of this
Agreement whilst the remaining 25% of their equity shares shall become payable on or
before the second anniversary of the execution of this Agreement.

4.4 The rest of the Subscribers and Shareholders shall be informed of assessments and due dates for
the payment of their shares at least thirty (30) days prior to the date established for each payment
by means of a notice addressed to the subscribers at their registered office or by individual
registered/certified letter under the conditions decided by the company’s board of directors.
However, it is mutually understood that ET shall make its contributions for its shares in cash from
the basic rent of aircraft leases, within three years from the commencement of the operation or
until such time when it achieves the maximum sum of its contributions, whichever is earlier.
Thereafter, the Company shall pay the basic rent of the aircraft leases to ET. ET may also allocate
any other fees due to it from The Company to be part of its contributions as and when due
subject to the terms and conditions as decided by the company’s Board of Directors.

4.5 Forfeiture of share for failure to pay call

If a shareholder fails to make payments for its shares more than thirty days after it has been called
upon to do so, together with the interest, if any, that has accrued, the directors, at any time after
the expiration of the thirty (30) days from the day appointed for payment of the call, may declare
the share for which the call was payable forfeited, regardless of whether the company has sued

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for the call or not. Where a party has paid for part of the called up shares, only the portion of
the unpaid called up shares shall be forfeited.

Notice for forfeiture

4.5.1 Before declaring a share forfeited, the directors shall cause notice of that intention to be left at
or transmitted to the party by means set out in the notice clause or last known place of residence
of the person appearing on the register of shareholders to be the proprietor of the share.

4.5.2 if the holder of that share is abroad, or if the holder’s usual or last place of residence is not known
to the directors because of its being imperfectly described in the shareholders’ address book, or
otherwise, or if the interest in the share is known by the directors to have become transmitted
otherwise than by transfer, but a declaration of the transmission has not been registered and so
the address of the parties to whom the same may have been transmitted or may for the time
being belong is not known to the directors, the directors must give public notice of the intention
to declare the share forfeited, in a newspaper in accordance with this clause.4.5.3 The
notices must be given at least 21 days before the directors make the declaration of forfeiture.

4.6 Forfeiture to be confirm ed by general m eeting

4.6.1 A declaration of forfeiture does not authorize the sale or other disposition of a share
until the declaration has been confirmed at a general meeting of the company to be held
not less than 2 months after the day on which the notice of intention to make the
declaration of forfeiture is given.

4.6.2 The company may confirm the forfeiture at a meeting, and by an order at the meeting, or
at a subsequent general meeting, direct the forfeited share referred to in subsection (1)
to be sold or otherwise disposed of.

4.7 Sale of forfeited shares

After confirmation of a forfeiture, the directors may sell the forfeited share, either by public offer
or private contract, and if more than one shareholder forfeits their shares, any shareholder may
purchase one or both sets of forfeited shares, then either separately or together. Any shareholder
may purchase a forfeited share.

4.8 Ev idence of Forfeiture of Shares

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4.8.1 An affidavit by a person not interested in either the purchase or sale of the forfeited
shares confirming that

(a) the call for a share was made,

(b) notice was given,

(c) default in payment of the call by the defaulting Shareholder, and

(d) the forfeiture of the share was declared and confirmed in the manner required,

is sufficient evidence of those facts, and the declaration, and the receipt by the treasurer
of the company for the price of the share, constitutes a good title to the share.

4.8.2 A certificate of proprietorship for the forfeited shares must be delivered to the purchaser
of a forfeited share, and on delivery of the certificate

(a) the purchaser becomes the holder of the share,

(b) the share is discharged from all calls due prior to the purchase,

(c) the purchaser is not bound to see to the application of the purchase money, and

(d) the purchaser’s title to the share is not affected by any irregularity in the
proceedings in reference to the share.

4.9 Sufficient shares only to pay calls to be sold

4.9.1 The company shall not sell or transfer more of the shares of a defaulter than will be
sufficient, as nearly as can be ascertained at the time of the sale, to pay the arrears then
due from the defaulter on account of any calls, together with interest and expenses
associated with the sale and declaration of forfeiture.

4.9.2 If the money realized from the sale of the forfeited shares is more than sufficient to pay
all arrears of calls and interest due at the time of the sale and the expenses for the
declaration of forfeiture and sale, the surplus shall be repaid to the defaulter.

4.10 P ay m ent before sale

If payment of the arrears of calls and interest and expenses is made before a share forfeited and
vested in the company is sold, the share shall revert to the party to whom the share belonged
before the forfeiture, in the manner as if the calls had been duly paid.

4.11 P ower of com pany to cancel forfeited shares

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If a share of the capital of the company is declared forfeited under the provisions for the forfeiture
of shares for nonpayment of calls and the forfeiture is confirmed by a meeting in accordance with
those provisions and notice of the forfeiture has been given, then, if the directors of the company
are unable to sell the share for a sum equal to the arrears of calls along with the interest and
expenses due, the company at any general meeting held not less than 2 months after the notice
is given may, if payment of the arrears of calls, interest and expenses due is not made by the
registered holder of the share before the meeting is held, resolve that the share instead of being
sold is to be cancelled, and the share must be cancelled accordingly.

4.12 Ev idence of cancellation of forfeited shares

An affidavit stating that a sum of money sufficient to pay the arrears of calls, interest, and expenses
due for the share could not at the time of the cancellation of the share be obtained for it, is
sufficient evidence of that fact.

4.13 Shareholder’s liability after cancellation

If it is resolved that a share is to be cancelled, the holder of it, from and after the passing of the
resolution, is precluded from all rights and interest in and for it, but, the cancellation shall not
affect the liability of the last registered holder of the share to pay to the company all arrears of
calls, interest and expenses due for the share at the time of the cancellation, or the power of the
company to enforce payment by action or otherwise.

4.14 Value of forfeited shares to be deducted from the am ount due

If the Company enforces the payment of the arrears of calls, interest, and expenses under clause
4.13 the value of the share at the time of its cancellation must be deducted from the amount then
due.

If payment of all arrears of calls, interest and expenses is made before the meeting is held, the
share reverts to the person to whom it belonged at the time of forfeiture and must be re-entered
on the company’s register accordingly.

4.15 Com pany m ay cancel share

4.15.1 If a share is declared forfeited, or if a sum payable on a share remains unpaid, the company,
with the consent in writing of the registered holder of the share, and with the sanction
of the general meeting, may resolve that the share be cancelled.

4.15.2 On cancellation of a share under subsection (1), all liabilities and rights with respect to
the share shall be extinguished.

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4.16 R elinquished shares

The company may from time to time accept, on the terms it thinks fit, relinquished shares that
have not been fully paid up.

4.17 No Payment for Relinquished Shares

The company shall not pay or refund to a shareholder money for or in respect of the cancellation
or surrender of a share.

4.18 R eplacem ent of cancelled shares

The company may, in place of shares that have been cancelled or surrendered, issue new shares
of amounts as will allow them to be conveniently apportioned or disposed of according to the
resolution of an ordinary or extraordinary meeting of the company, and may set the amounts and
times of payment of the calls on the new shares and dispose of them on the terms resolved on,
but the aggregate nominal amount of the new shares must not exceed the aggregate nominal
amount of the shares in place of which the new shares are issued, after deducting the amount
actually paid up in respect of the shares cancelled or surrendered.

4.19 Unconditional Guarantee by Strategic P artner

The Strategic Partner hereby guarantees, absolutely and unconditionally, that the obligations of
the Strategic Partner and assigns hereunder, including, without limitation, the payment of the
Purchase Price for its shares in cash from the basic rent of aircraft leases, within three years from
the commencement of the operation or until such time when it achieves the maximum sum of its
contributions, whichever is earlier, as well as the prompt performance by the Strategic Partner
of its obligations hereunder.

4.20 Unconditional Guarantee by Strategic Nigerian Inv estors

The Strategic Nigerian Investors hereby guarantee, absolutely and unconditionally, the obligations
of the Strategic Nigerian Investors and assigns hereunder, including, without limitation, the
payment of the Purchase Price for their shares in cash within the period agreed under clause 4.3
herein above.

5. SHA R EHOLDER S’ R ESP ONSIB ILIT IES

5.1 Each Shareholder shall:

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5.1.1 Comply with the terms and conditions of the Establishment and Operations
Agreement, this Agreement, the Memorandum and Articles of Association of the
Company (to be mutually agreed and signed) as well as all Governance Rules
applicable in the aviation sector;

5.1.2 Use its best endeavours to ensure that the company fulfils the objectives of, and
complies with the spirit and intent of the Management Contract;

5.1.3 not unreasonably delay an action, approval, direction, determination, or decision

which is required of that Shareholder;

5.1.4 act in good faith in the Shareholder's activities and dealings with the Company,
the Strategic Partner, and other Shareholders;

5.1.5 use its best endeavours to ensure that the Company fulfils the objectives and
complies with the spirit and intent of the Fairfax Investment Banking Terms
attached herein as Schedule 4 to this agreement;

5.1.6 Each shareholder jointly and severally undertakes to avoid any action or conduct
that would reasonably be expected to reflect adversely upon the Company and
its shareholders, officers, directors, and members and at all times, to conduct
themselves in a manner that will bring credit to the Company and the Federal
Republic of Nigeria and agrees to obey all Applicable State, Federal and
International laws applicable in the aviation sector.

5.2 FGN R esponsibilities

5.2.1. Without prejudice to any BASA rights already conferred to any Nigeria local carrier on some
designated regional or multilateral open skies agreements before the commencement of this
agreement, which shall continue in force until their terminal dates the FGN shall cancel the
designation of the Old National Airline or any other airline as the National A ir Carrier under
the various Bilateral Air Transport Services Agreement, or regional or multilateral open skies
agreements, landing rights, and related air carrier agreements in place with other countries

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including, without limitation, the landing and related rights at all and any airport (which bilateral,
landing rights, and related air carrier agreements, together with all of the rights and benefits
related thereto, are hereinafter collectively referred to as, “B A SA s”) and that the FGN will
designate the Company as the user of such rights in connection with regional or intercontinental
routes.

5.2.2. The FGN shall fully assist the Company to quickly obtain all necessary licenses, permits, and other
approvals from the Civil Aviation Authority of Nigeria and otherwise. The FGN will assign (or
caused to be assigned) to the Company all the BASAs, for which assignment by the FGN to the
Company no payment, fee or expense of any kind will be required of or will be made by the
Company.

5.2.3. Without limiting the generality of the foregoing, the FGN agrees that the amount of fees and
other charges required under the BASAs shall be limited to a reasonable amount and shall be
payable by the Company only to the parties required to be paid under the BASAs.

5.2.4. The FGN agrees to facilitate commercial and operating premises for the proper functioning of
the Company and to ensure that conducive regulations, are in place. The FGN further
agrees to provide all administrative authorizations and help to facilitate all the Nigerian legislative
and regulatory formalities necessary for the operations of the airline.

5.3 ET R esponsibilities
In addition to being a shareholder shall be the strategic partner and be responsible for
Management of Business Operation of the National Carrier in accordance with the Management
Contract.

5.4 MR S Responsibilities

In addition to being a shareholder, MRS shall be the Strategic Nigerian Investor responsible for
provision of fuel and lubricants at competitive rates to the Company in Nigeria and other West
African countries where it has operation based on separate agreement to be signed between MRS
and Company.

5.5 SA HCO R esponsibilities

In addition to being a shareholder SAHCO shall be the Strategic Nigerian Investor responsible
for the provision of ground handling services to the Company in Nigeria for the initial period of
five (5) years and SAHCO will provide the ground handling services at a competitive rate based
on a separate agreement to be negotiated and signed between SAHCO and the Company. Starting
at the end of the five-year period, the Company shall self-handle its own ground handling services
and may not be obliged to get such services from SACHO.

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6. COMP LETION.

Completion shall take place at the Company’s headquarters in Abuja on the Completion Date
when each party hereto undertakes with the others to procure that the following matters shall
be effected, unless otherwise specifically indicated in this clause 6 below:

6.1 A Board meeting of the Company will be convened and, subject to clause 6.2, adjourned and
reconvened and held for the purpose of transacting the business set out in the Board Minutes
including, inter alia, approving the Shareholder Meeting Notice and considering and approving the
interim Board of Director’s report to the Shareholders as well as reconstitution of the Board of
Directors;

6.2 A general meeting of the Company will be convened and held on short notice for the purpose of
passing resolutions substantially in the form of the resolutions set out in the Shareholder Meeting
Notice including considering the report of the interim Board of Directors to the shareholders as
well as the issuance of share certificates to shareholders and any other business of the
shareholders including the approval of the reconstituted Board of Directors for the company;

6.3 ET shall confirm that it has effected payment and or executed the relevant agreements with the
Company for the consideration of the 49% Shares in the Company which were issued and allotted
to it by the Company;

6.4 Each of the Shareholders shall confirm that it has executed and delivered to the Company an
Application Form in the manner accepted by the Company and has accepted the allotment of the
number of Shares set out against its name in column (2) of Schedule 3 on terms with the
Company;

6.5 The Company and the incoming Chairman of the Board of Directors of the Company shall each
execute and deliver to the other an engrossment of the Letter of Appointment within [______
weeks] of the Completion Date;

6.6 The Company and the incoming management shall make the arrangements in accordance with the
Management Contract within reasonable time as may be determined by the Board of Directors
of the Company;

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7. B OA R D OF DIR ECTOR S.

7.1. Subject to the foregoing provisions of Clause 6 above, the Company shall establish a Board of
Directors. The Board of Directors shall exercise its duties and powers in accordance with this
Agreement and the Articles of Association of the Company as well as the applicable laws and
regulations in Nigeria.

7.2 The Board of Directors shall establish relevant Board Committees as appropriate.

7.3 Com position of The B oard of Directors.

7.3 The Board shall be composed of 9 (Nine) directors; the Board of Directors may decide to increase
or reduce the number of directors from time to time. The Shareholders will further discuss the
idea of appointing up to 2 independent directors.

7.4 Asides from the FGN that is entitled to nominate one person for appointment as Director
irrespective of holding only 5% shares any Shareholder with a combined equity share of at least
10% of the Capital of the Company shall be entitled to appoint one (1) director. The board will
have one independent director represented by Fairfax Africa Fund, LLC (Fairfax) the advisor to
and organizer of the consortium of shareholders listed in this Agreement. Any vacancy created
due to the death, removal or resignation of a director nominated by one Shareholder may only
be replaced with a nominee designated by such Shareholder.

7.5 If any Shareholder or Shareholders with a combined equity share of at least 10% of the paid-up
Capital of the Company for any reason cannot agree on the candidacy of its nominee Director to
the Board, then the company shall have the right to designate a nominee of its choice from the
Institute of Directors (IOD) Nigeria for that purpose.

7.6 The Board Chairman shall be appointed by the Board of Directors from the Nigerian Investor
Directors.

7.7 The Chairman and Directors shall serve for an initial term of three (3) years subject to renewal
for another term if they are re-appointed by the Shareholders.

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7.8 Each Shareholder may remove and replace in writing any director it has appointed by giving
written notice thereof to the other Shareholders. The new director will serve for the remainder
of the unexpired term of the replaced director.

7.9 If at any time any Shareholder who has designated a candidate who has been elected as a director
notifies the other Shareholders of its desire and intention to remove or replace its designee or
to fill a vacancy caused by the resignation, removal, or death of its designee, all Shareholders shall
cooperate by ordinary resolution in causing the requested removal and/or replacement by voting
their Shares as directed by the Shareholder requesting removal or replacement of its designee.

7.10 Each Shareholder hereby agrees that all directors shall be elected pursuant to voting procedures
specified in this Shareholders’ Agreement.

7.11 For all elections of Directors, each Shareholder (or, in the case of the Other Investors, group of
Shareholders) entitled to nominate a candidate to the Board of Directors shall notify the other
Shareholders of its nominee before any meeting of shareholders at which Directors are to be
elected. If no nomination is received by the Shareholders from the nominating Shareholder or
Shareholder group, the Shareholders shall presume that the incumbent director, if any, shall
continue to be the director representing such Shareholder.

7.12 R em ov al of Directors and Chairm an of the B oard.

7.13 Any director may be removed, either for or without cause, at any time, by the appointing
shareholder, and the vacancy caused by any such removal on the Board may be filled by the
nominating shareholders at such meeting or at any subsequent meeting; provided, that no director
elected by a class of shareholders can be removed by the generality of the directors or
shareholders, except for cause and by the affirmative vote of the appointing shareholders on
record.

7.14 If any Shareholder recommends the removal of a Director (which it has nominated pursuant to
clause 7.1 above) in accordance with its rights to do so under this Agreement it shall be
responsible for and indemnify the other Shareholder(s) and the Company against any and all claims
by the removed Director for unfair or wrongful dismissal or other compensation arising out of

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such removal and against any losses, costs or expenses suffered or reasonably incurred as a result
thereof.

8. B OA R D MEETINGS.

8.1. Each of the Shareholders undertakes to the others and to the Company that it shall exercise all
its powers in relation to the Company so as to procure (insofar as it is legally able) that during
the term of this Agreement meetings of the Board shall be convened at an interval not exceeding
three months and that unless all of the Directors’ consent no less than 14 days written notice is
given to each of the Directors, such notice to be accompanied by an agenda specifying the business
to be transacted together with copies of any documents to be tabled at the meeting (or, if such
copies are not available, with full details of such documents).

8.2. The quorum for a meeting of Directors shall require the attendance two-thirds (2/3) of the
directors of which at least two directors from Strategic Partner Directors, and two Nigeria
Investor Directors and (or in each case an alternate director appointed by such Strategic Partner
Director, Nigeria Investor Director in accordance with the Memorandum and Articles of
Association) and provided that all directors are duly notified in writing prior to the meeting and
the agenda for the meeting or consented in writing to waive the agenda requirement and/or to
such shorter notice as the directors may agree to.

8.3. A director may participate in a Board meeting by means of teleconference or similar

communication or by any other means, if available and permitted by law.

8.4. Each director shall be entitled to appoint and designate an alternate director to attend board
meetings in his absence. The appointment shall be by means of a power of attorney.

8.5. Meetings of the Board of Directors may be held inside or outside the territory where the Head
Quarters of the Company is situated.

8.6. The Chairman of the Board shall preside at all meetings of the Board. If the Chairman for the time
being is unable to attend any Board meeting, a majority of those Directors present (which majority
must include at least one Strategic Partner Director and One Nigerian Investor Director) shall be
entitled to nominate another Director to preside at that Board meeting.

9. SHA R EHOLDER S’ MEETINGS.

9.1 The quorum for a meeting of Shareholders shall require the attendance of a minimum of two-
thirds (2/3) of the voting shareholders of which at least one Strategic Partner and one Strategic
Nigerian Investor, shall be in attendance provided that all shareholders have received 21 days

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written notice prior of the meeting and the agenda for the meeting or consented in writing to
waive the agenda requirement and/or to such shorter notice as the shareholders may agree to.

9.2 A shareholder may participate in a Board meeting by means of teleconference or similar

communication or by any other means, if available and permitted by law.

9.3 Each shareholder shall be entitled to appoint a proxy to attend the meeting in his absence. The
appointment shall be by means of a proxy form.

9.4 The Chairman of the Board shall preside at all Shareholders’ meetings. If the Chairman for the
time being is unable to attend any Shareholders’ meeting, an affirmative vote by two-thirds (2/3)
of the shareholders’ voting rights present at the meeting, shall appoint another Director present
to preside over the meeting.

10. CONDU CT OF THE COMP A NY 'S A FFA IR S .

Each of the Shareholders undertakes to each other and to the Company that it shall exercise all
its powers in relation to the Company to procure (as far as it is able) and the Company undertakes
to the Shareholders (insofar as it is legally able so to do) that during the term of this Agreement:

10.1 each of the Shareholders or their representatives shall be afforded access at any reasonable time
and from time to time to examine the books, records and accounts to be kept by the Company
for any purpose which the Board in its absolute discretion considers reasonable and that the
Company will maintain such records to such a standard and in such detail as are reasonably
necessary in order to ensure that it will be possible to produce the accounting information which
may be required for the purpose of a Listing;

10.2 ET shall be provided with such additional financial and operational information as it requires to
comply with all its statutory and shareholder reporting requirements and all other legally binding
reporting obligations which it is subject to;

10.3 At least 15 days before the beginning of each Fiscal Year, the Company shall adopt a detailed
operating budget covering the forthcoming three accounting reference periods (including
estimated major items of both capital and revenue expenditure) broken down on a monthly basis
and an accompanying cash flow forecast, together with a projected balance sheet showing the
position of the Company as at the end of the relevant accounting reference periods and a
marketing strategy all of which shall be in a form approved by a quorate meeting of the Board
with at least two Strategic Partner Directors and two Nigeria Investor Directors voting in favour
of the adoption of such operating budget;

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10.4 the accounts of the Company in respect of each accounting reference period are prepared on a
basis consistent in all respects with Nigerian and/or recognised international accounting and
financial reporting standards and referred to the Auditors as expeditiously as possible following
the end of the period concerned and that each Shareholder shall receive a copy of the audited
accounts for each accounting reference period within 45 days of the end of audit closing;

10.5 the Company shall comply in all respects with the provisions of the Memorandum and Articles of
Association provided that in the event of any inconsistency between any provisions or regulations
contained in the Memorandum and Articles of Association and the terms of this Agreement, the
terms of this Agreement shall prevail in respect of such inconsistency;

10.6 where the Company requires any approval, consent, or licence for the carrying on of the Business
in the places and in the manner in which it is for the time being carried on or proposed to be
carried on the Company will obtain, maintain and renew the same in full force and effect;

10.7 the Company shall always ensure that it complies with the relevant legislation in respect of the
grant of the Licences, together with any other applicable legislation which applies to the Company
in running the Business;

10.8 the Company shall maintain with a well-established and reputable insurer adequate insurance
against risks usually insured against by companies carrying on the same or a similar business as the
Business and (without prejudice to the generality of the foregoing) for the full replacement or
reinstatement value of all its assets of an insurable nature; and

10.9 the Company shall comply with the provisions, obligations, and requirements of all agreements
entered by it including, but not limited to, all aircraft leasing agreements.

11. EX ECUTIVE MA NA GEM ENT COMMIT T EE.

11.1 The Board of Directors may establish a management committee (“Executive Managem ent
Com m ittee”), which shall be responsible for and in charge of the day-to-day operation and
management of the Company in line with the Management Contract.

11. 2 The Board of Directors may delegate some of its powers and functions to the CEO or/and the
Executive Management Committee.

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12. MA NA GEM ENT CONTR A CT & EX ECUT IV E MA NA GEM ENT .

12.1. The Shareholders agree as far as legally permissible, to facilitate and promote the performance by
the Company in line with the terms of the Management Contract.

12.2. The Shareholders acknowledge and agree that the Management Contract shall not be affected by
the execution of this Agreement and/or any other agreement.

13. R ESTR ICTIONS ON COMP A NY MA NA GEMENT .

13.1 Each of the Shareholders undertakes to the others that it shall exercise all its powers in relation
to the Company.

13.2 To procure (insofar as it is able) that neither the Company nor the Board (as the case may be)
shall take any of the following actions without a special resolution providing the consent and
approval of Shareholders:

13.2.1 merge or otherwise amalgamate the Company with any other business;

13.2.2 make any material change in its business or cease or threaten to cease carrying on the
Business;

13.2.3 declare or pay any dividend or make any other distribution;

13.2.4 create, allot, issue, purchase or redeem any shares or securities or grant any right to
require the allotment, issue, or redemption of any such shares or securities (other than
pursuant to the terms of an employee incentive scheme adopted by the Company in
accordance with the terms of this Agreement);

13.2.5 alter the Company's name, or any provisions within its Memorandum and Articles of
Association;

13.2.6 increase, reduce, subdivide, consolidate, redeem, or otherwise vary the share capital of
the Company or reduce the amount (if any) standing to the credit of the share premium
account or capital redemption reserve fund or any other reserve;

13.2.7 create any mortgage, charge, debenture, or other encumbrance whatsoever over the
whole or any part of its undertaking or assets;

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13.2.8 commence any action for the winding-up or dissolution of the Company or the making
of an administration order or composition or arrangement with its creditors; or

13.3 Each of the Shareholders undertakes to the others that (as far as it is able) it shall exercise all
its powers in relation to the Company to procure that without the prior written consent of at
least two of the Strategic Partner Directors neither the Company nor the Board shall:

13.3.1 change the accounting policies or principles normally adopted by it save as may be
required from time to time to comply with legal requirements or with Statements of
Standard Accounting Practice and Financial Reporting Standards;

13.3.2 sell, lease, transfer or otherwise dispose of any fixed assets or any material part of the
business with estimated value of more than USD10 million or equivalent undertaking
otherwise than in the ordinary and proper course of business or otherwise than
specifically agreed and included in the Budget;

13.3.3 purchase, lease, license or otherwise acquire any assets or property with estimated
value of more than USD 10 million other than in the ordinary and proper course of
business or otherwise than specifically agreed and included in the Budget;

13.3.4 lend any money or give any guarantee or indemnity or other commitment to secure
the liability or obligation of any person with estimated value of more than USD10
million other than in the ordinary and proper course of business

13.3.5 execute any collective bargaining agreements;

13.3.6 adopt or make any modification to the Annual Budget;

13.3.7 adopt or make any modification to the Company's Annual Business Plan;

13.3.8 enter into any transaction that is not both in the ordinary course of business and on an
arms-length basis including without limitation entering into any partnership or joint
venture or profit -sharing arrangement or strategic alliance;

13.3.9 appoint any committee of the Directors or delegate any of the powers of the Directors
to such committee;

13.3.10 appoint or remove any external auditors;

13.3.11 settle out of court a claim or litigation brought against the Company where the value
of the settlement amount to be paid by the Company to any third party exceeds USD10
million.

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14. SHA R EHOLDER R IGHTS.

14.1 Voting: Each share is entitled to one vote on all matters presented to the Shareholders. Except
as specifically provided for in this Agreement, all matters submitted for vote to the Shareholders
shall require such approval by the Shareholders as set forth in this Agreement unless in conflict
with a mandatory provision of the company laws of Nigeria.

15. R IGHT OF FIRST R EFUSA L.

15.1 Subsequent Offerings:

Each Shareholder shall have a right of first refusal to purchase all or a portion of their respective
pro rata percentages of all Equity Shares of the Company, or other securities convertible into
Equity Shares of the Company (collectively, the "Equity Shares") that the Company may, from
time to time, propose to issue after the date of this Agreement. The pro rata share of each
Shareholder with respect to such Equity Shares shall be equal to the total number of such Equity
Shares proposed to be issued by the Company multiplied by a fraction, the numerator of which
is the number of Shares (on an as-converted basis) owned by such Shareholder immediately prior
to the issuance of such Equity Shares, and the denominator of which is the total number of Shares
(on an as-converted basis) issued immediately prior to the issuance of such Equity Shares.

15.2 Exercise of R ights: In furtherance of the right granted in clause 15.1(Right of First Refusal), if
the Company proposes to issue any Equity Shares, it shall give each Shareholder written notice
of its intention, describing the Equity Shares, the price, and the terms and conditions upon which
the Company proposes to issue the same, including the identities of the proposed purchaser(s)
thereof. The Shareholders shall have sixty (60) days after receipt of such notice to agree to
purchase all or a portion of their respective pro rata shares of the Equity Shares for the price and
upon the terms and conditions specified in the notice by giving written notice to the Company
and stating therein the number of such Equity Shares, it desires to purchase. Notwithstanding the
foregoing, the Company shall not be required to offer or sell such Equity Shares to the
Shareholders if such offer or sale would cause the Company to be in violation of any applicable
securities laws. In the event the Shareholders fail to exercise fully the right of first refusal within
the time period specified in the notice, the remaining proposed Equity Shares will be reoffered to
the Shareholders purchasing their full portion of the proposed Equity Shares, in proportion to
their interest and in such manner that if any or all such Shareholders desire to purchase all such
remaining proposed Equity Shares, they are offered to such Shareholders in a fair and appropriate
way, as determined in good faith by the Board of Directors.

15.3 Sale of Equity Shares: Beginning on the day following the last day of the time period specified
in the notice given pursuant to the above, the Company shall have one hundred twenty (120) days

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to sell the Equity Shares not elected to be purchased by the Shareholders at the price and upon
terms no more favorable to the purchasers of such securities than specified in the Company’s
notice. If the Company has not sold all the Equity Shares within the said one hundred-twenty
(120) day period, the Company shall not thereafter issue or sell any Equity Shares without first
offering such securities to the Shareholders in the manner provided above.

15.4 Transfer of R ight of First R efusal: The right of first refusal of the Shareholders under this
Section may be transferred or assigned in connection with the transfer or assignment of Shares
pursuant to this Agreement, provided such transfer shall be to the same transferee and shall be
subject to the same restrictions, as any transfer or assignment of Shares.

15.5 Excluded Securities. The right of first refusal set forth in clause 15.1 above shall have no
application to any of the following Equity Shares:

(a) any Equity Shares issued for consideration other than cash pursuant to a merger,
consolidation, acquisition, or similar business combination approved by a
unanimous resolution of the Company’s Shareholders;

(b) Shares in connection with any share split, share dividend, or recapitalization by
the Company as approved by a unanimous resolution of the Company’s
Shareholders;

(c) any Equity Shares issued pursuant to any transaction approved by all of the
Shareholders involving the issuance of securities of the Company to an entity
primarily for purposes other than raising capital and as an integral component of
a larger business relationship with such entity also involving the creation or
operation of a joint venture or strategic alliance between the Company and
vendors, suppliers, or customers, or to other persons in similar commercial
situations; provided, however, that such Equity Shares constitute less than five
percent (5%) of the issued Shares at the time of such issuance;

(d) any Shares issued pursuant to an initial public offering (“IPO”) of shares; provided,
however, that such Shares constitute less than ten (10%) of the issued Shares at
the time of such issuance and that the net price per share in the IPO received by
the Company after all out-of-pocket IPO expenses is deducted;

(e) any Equity Shares issued pursuant to any bank debt, equipment leasing
arrangement, or financing approved by a unanimous resolution of the Company’s
Shareholders;

(f) any Equity Shares issued to the other investors in connection with the Company’s
capital raise.

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16. P UR CHA SE UP ON DEA TH, B A NKR UP T CY OR DISSOLUT ION.

16.1. P rocess; P ay m ent Term s; Definitions: In the event of (i) the dissolution of a Shareholder;
(ii) the adjudication of a Shareholder as a bankrupt (whether voluntary or involuntary), or (iii) an
assignment by a Shareholder for the benefit of creditors (each such event being hereafter referred
to as a “Terminating Event”), the Company shall send written notice (the “Company Exercise
Notice”) to the Terminating Shareholder, at his or her last known address, and the other
continuing Shareholders, at each of their last known addresses, offering such shares to the
remaining shareholders. The remaining shareholders shall have an exclusive right of first refusal
to purchase the deceased Shareholder’s Shares from the legal personal representative in the event
the legal personal representative seeks to sell such shares as set forth in sub-clause15.3 of this
Agreement.

16.2. If any remaining Shareholder elects to purchase his Proportionate Share of the Terminating
Shares, then such remaining Shareholder shall provide written notice thereof to the Terminating
Shareholder, at his or her last known address, and the Company (the “Shareholder Exercise
Notice”) on or before the expiration of the Shareholder Exercise Period. The remaining
Shareholders will close the purchase of the Terminating Shares within sixty (60) days of the date
of the last Shareholder Exercise Notice given to the appropriate parties during the Shareholder
Exercise Period. If any remaining Shareholder shall fail to elect to purchase his Proportionate
Share of the Terminating Shares during the Shareholder Exercise Period and at least one remaining
Shareholder has elected to purchase his Proportionate Share of the Terminating Shares, then the
Shareholder Exercise Period shall automatically be extended to the date that is five (5) days from
the date such Shareholder receives notice of such extension from the Company. During such
extension of the Offer Period, unless the remaining Shareholders who elected to purchase their
Proportionate Shares of the Terminating Shares unanimously agree on an allocation of all the
Terminating Shares among them, each such remaining Shareholder may elect to purchase all, but
not less than all, of such remaining Shareholder’s Proportionate Share of the Terminating Shares.
The Shareholder Exercise Period shall be so extended for successive 5-day periods until either
one or more of such remaining Shareholders have elected to purchase all the Offered Shares or
no remaining Shareholder elects to purchase such remaining Shareholder’s proportionate share
of the Offered Shares during such extension provided that the shareholding of FGN and Nigerian
citizens combined shall at no time be less than 51 % of the share capital of the Company.

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17. TR A NSFER IN GENER A L.

17.1 General R estrictions: Except with the prior written approval of a Special Resolution of the
Shareholders, or a transfer by the FGN to another governmental entity or its agencies, or a
transfer by ET to one or more of its Affiliates, no Shareholder shall sell, gift, pledge, encumber,
assign, dispose of or otherwise transfer or permit to be transferred any Shares (or any interest
therein) which it now owns, or which it may hereafter acquire, unless in accordance with the
provisions set forth in this Agreement.

17.1.1 pursuant to clause 14.1 above and notwithstanding the undertakings by ET above, as long
as ET remains a Strategic Partner/Manager in the National Carrier and the Management
Contract remains in full force and effect, the Parties agree that during the Restricted
Period, ET may subject to the approval of other shareholders (in line with the provisions
of the Shareholder’s Agreement) transfer or sell up to 30% of its shares on the basis of
private arrangement with non-Nigerian investors to partake in their 49% shareholding in
the company;

17.1.2 Notwithstanding the undertakings by ET above, as long as ET remains a Strategic

Partner/Manager in the National Carrier and the Management Contract remains in full
force and effect, the Parties agree that after the Restricted Period commencing 5 (five)
years after the signature of this shareholders Agreement (the "Unrestricted Period"), ET
may sell or dispose of (in whole or in part) its shareholding in the National Carrier as part
of any public offering subject to the approval of other shareholders to the scheme of
arrangement for the public offering (in line with the provisions of this Shareholder’s
Agreement) .

17.2. Conditions P recedent to A ll T ransfers: Any transfer otherwise permitted hereunder shall
be allowed only if the proposed transferee concurrently signs any and all documents deemed
necessary or appropriate by Shareholders representing at least seventy-five percent (75%) of the
Shares (excluding the Shares owned by the transferring Shareholder) so that the number of Shares
so transferred and the transferee shall be subject to all of the obligations of the Shareholders
contained in this Agreement and any other agreements among them so as to bind such transferee
as if such transferee were a party hereto and thereto. The proposed transferee shall execute a
deed of adherence to this agreement undertaking to be bound by all the terms and conditions in
a manner set out in Schedule 1.

17.3. Voluntary Transfers: If a bona fide offer has been made by a third party for the sale by a
Shareholder of or a Shareholder proposes to pledge or gift (such purchase, pledge or gift being a
“Voluntary Transfer”) all or any portion of such Shareholder’s Shares (the “Offered Shares”), then
before accepting such offer or otherwise effecting a Voluntary Transfer of such Shares, such
Shareholder (the “transferor”) shall first offer to sell the Offered Shares to the other Shareholders

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(the “Non-Transferring Shareholders”) on a pro rata basis so that the Non-Transferring

Shareholders retain their same respective ownership percentages of the Company relative to one
another.

17.3.1 Any such offer shall be in writing and, in the event, such offer arises out of a bona fide
offer from a third party, shall be accompanied by a copy of the third-party offer. The Non-
Transferring Shareholders shall have the exclusive option for a period of ninety (90) days
following their receipt of such written offer to purchase all (but not less than all) of the
Offered Shares (the “Offer Period”). Such option shall be exercised by delivery of written
notice of such exercise to both the transferor and the Company.

17.3.2 If any of the Non-Transferring Shareholders elect not to exercise such option or fails to
exercise the same during the Offer Period but at least one other Non-Transferring
Shareholder exercises such option during the Offer Period, then the Offer Period shall
be automatically extended for another Sixty (60) days from the time that the exercising
Non-Transferring Shareholders receive notice from the Company of such extension.
During such extension of the Offer Period, each other Non-Transferring Shareholder may
exercise such option as to all, but not less than all, of such Non-Transferring Shareholder’s
proportionate share of the Offered Shares. The Offer Period shall be so extended for
successive 30-day periods until either one or more of the Non-Transferring Shareholders
have elected to purchase all the Offered Shares or no Non-Transferring Shareholder
elects to purchase such Non-Transferring Shareholder’s proportionate share of the
Offered Shares during such extension.

17.3.3 The price and terms of payment and conditions of sale or transfer of the Shares subject
to this option shall, at the discretion of the purchasing Shareholders, be the price, terms
and conditions set forth in such written offer, or the price determined in accordance with
the provisions set forth in clause17.5 below; and on the other terms and conditions
determined in accordance with clause17.2 above.

17.3.4 If each of the Non-Transferring Shareholders fails to exercise such Non-Transferring

Shareholder’s option in accordance with the foregoing paragraph (as to all of the Offered
Shares), or if such option is, during the Offer Period, rejected by each of the Non-
Transferring Shareholders in writing, then the transferor shall have the right to effect the
Voluntary Transfer of all (but not less than all) of the Offered Shares to the prospective
transferee(s) identified in said offer, at the price and under the same terms and conditions
as set forth in the offer.

17.4. Involuntary Transfers.

17.4.1 Whenever a Shareholder (sometimes referred to herein as the "Affected Shareholder") has
any notice or knowledge of any impending or consummated involuntary transfer of, or

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lien or charge upon, any of his Shares (the “Affected Shares”), whether by operation of
law or otherwise (including, without limitation, by any divorce decree or domestic order
without regard to whether the Affected Shareholder consents to such decree or order
and any transfer in foreclosure) (each such transfer, lien or charge being an “Involuntary
Transfer”), he shall give immediate written notice thereof to the other Shareholders.
Whenever the Shareholders other than the Affected Shareholder (the “Non-Affected
Shareholders”) have any other notice or knowledge of any such impending or
consummated Involuntary Transfer, they shall give immediate written notice thereof to
the Affected Shareholder(s). In either case, the Affected Shareholder agrees to disclose
forthwith to the Non-Affected Shareholders all pertinent information in his, her or its
possession relating to such matters. If any Shares held by a Shareholder become the
subject of any Involuntary Transfer, then the other Shareholders, on a pro rata basis, shall,
at all times at which such Shares continue to be the subject thereof, have a continuing
exclusive option to purchase such Shares; provided, however, that such option shall be
exercisable if such Involuntary Transfer results exclusively from a lien or charge, if the
Affected Shareholder fails to discharge or satisfy such lien or charge within a period of
ten (10) calendar days following the delivery of notice from the Affected Shareholder (or
notice from Non-Affected Shareholders, as applicable) of such Involuntary Transfer. Such
option may be exercised at any time by the Non-Affected Shareholders, or by any of
them, by the delivery of written notice of exercise to the Affected Shareholder. The price
and terms of payment for the Affected Shares shall be the price determined in accordance
with the provisions of clause 17.5 below and the terms and conditions determined in
accordance with clause 17.2 above. Any purchase option set forth in clause 17.4 shall
terminate at such time as the Affected Shares are no longer the subject of the Involuntary
Transfer.

17.4.2 Inv oluntary Transfer for Cause

(a) In the event of the occurrence of an ev ent of default on the part of a Shareholder (the
“Defaulting Party”), any other Shareholder(s) (“Non-Defaulting Party”) may give written
notice of the alleged breach (“Breach Notice”) to the Defaulting Party.

(b) A term ination event (“T erm ination Ev ent”) shall be deem e d to hav e
occurred:

(i) If such Event of Default, if reasonably capable of being cured, is not cured by the
Defaulting Party within thirty (30) days of receipt of the Breach Notice (“Cure
Period”), or if such breach is not reasonably capable of being cured, forthwith
upon the issue of the Breach Notice;

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(c) On the occurrence of a Term ination Ev ent on the part of any of the
Shareholders:

(i) The non-defaulting Shareholder(s) shall have the right to acquire the entire
shareholding of the defaulting Shareholder in the Company; and the defaulting
Shareholder hereby undertakes and agrees to so transfer, its entire shareholding
in the company to the non-defaulting Shareholder(s) at fair market value in line
with clause 17.5 herein (without prejudice to any unpaid shares held at the time
which shall be transferred alongside the other shares at no cost). Provided,
however, that such Transfer will not in any way result in the Foreign Entity Equity
Cap being exceeded or a breach of the terms of the Establishment and
Operations Agreement.

(ii) The Non defaulting Shareholder(s) shall have the right, upon issuing notice to the
Defaulting Shareholder within forty-five (45) days after the expiration of the Cure
Period (“Default Purchase Period”), to acquire the entire shareholding of the
defaulting shareholder at such price as agreed in line with clause 17.5 herein
(without prejudice to any unpaid shares held at the time which shall be transferred
alongside the other shares at no cost).

(iii) In the event that the Non defaulting shareholders are unable to acquire the entire
shareholding of the defaulting shareholder within the Default purchase period of
45 days, then the entire shareholding of the defaulting shareholder shall be offered
to third-party investors at such price as agreed in line with clause 17.5 herein
(without prejudice to any unpaid shares held at the time which shall be transferred
alongside the other shares at no cost) within a period of 45 days from the
expiration of the initial purchase period for non-defaulting shareholders.

(iv) The entries of the Share transfers in the records of the company for either the
non-defaulting shareholders or the new third-party shareholders shall take place
and be completed at the registered office of the company within fourteen (14)
days from the date of completion.

17.5. P urchase P rice. For all purposes of this Agreement, the purchase price of any Shares shall be
the valuation which will be provided by the company’s auditors. The valuation of shares
determined in accordance with the provisions of this clause 17 shall be binding and conclusive
upon the parties hereto, their respective personal representatives and successors, and all other
persons involved.

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18. FUNDING R EQUIR EMENTS OF T HE COMP A NY .

18.1 The Shareholders shall each use their respective reasonable endeavors to procure that the
requirements of the Company for working capital to finance the Business are met as far as
practicable by borrowings from banks and other similar sources on the basis that there shall be
no recourse to the Shareholders and otherwise on the most favorable terms which could
reasonably be expected to be obtainable in the open market provided always that no lender or
prospective lender shall be given a right to participate in the Equity Share Capital of the Company
and provided further that nothing shall oblige any Shareholder to provide any guarantee or
security in respect of the Company's borrowings or provide any finance to the Company.

18.2 Any additional capital or other funds required for the financial operations of the Company shall
be secured through alternative means of capital injection subject to the qualifications in clause
18.1 above.

19. LISTING.

19.1 It is the intention of the parties that the business of the Company be developed so that in a
manner and at a time determined by the Board of Directors, the Company will seek a Listing and
that the Strategic investor and each of the Nigerian Investors may be required to sell a portion of
their Shareholding at the time of such Listing.

19.2 In the event that the Board desires a Listing, then notwithstanding any other provision of this
Agreement the terms of this clause 19 shall apply in relation to such Listing and the parties shall
co-operate and assist fully in achieving the same including in relation to investor roadshows,
presentations, supply of information, disclosure and other matters as may be reasonably required
by the Board. The Board shall in good faith consult (but without fettering any discretion) with
and keep informed each of the Shareholders in relation to such proposed Listing.

19.3 Each of the Investors hereby irrevocably and unconditionally appoints (which appointment is made
as a security interest and shall bind the successors and assigns of the grantors) any person or
persons nominated from time to time by the Board as attorney on behalf of each of them and in
the name of each of them to sign or execute and deliver and to do all documents, acts, deeds and
things which the Board (or the nominated person) shall consider necessary (and each of them
hereby gives all necessary consents and waivers) whether under this Agreement, the
Memorandum and Articles of Association or otherwise to allow the operation of this clause 19
including:

19.3.1 to seek the advice of and instruct and pay (including by way of deduction from the sale
or other proceeds) (so far as lawful, by the Company or otherwise amongst each of the
Shareholders on a pro-rata basis according to their holdings of Shares) solicitors,

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accountants, financial advisers (including banks), and such other advisers as the Board shall
think necessary or desirable;

19.3.2 to agree on the amount and form of, and any adjustments to, the consideration to which
the parties shall be entitled to in accordance with the terms of the Listing provided that
such consideration shall be calculated on the basis that no Shareholder is, in terms of
consideration, treated less favourably than another (the split of proceeds to be verified
by the Auditors) which shall be paid pro rata in accordance with the parties' holdings of
Shares;

19.3.3 to give good receipts and discharges for all consideration due to the parties on a Listing
including any money payable and any shares to be issued and allotted to the parties
pursuant to such Listing and to direct that the same be paid into a nominated account
and to deduct/retain from the same on a pro rata basis (among those to whom it is
relevant) any amounts necessary to meet warranty claims or payments pursuant to
completion accounts or other mechanism provided that any such deduction/retention
shall not exceed 25 per cent of the consideration to be received by the Shareholders
selling Shares in the Listing;

19.3.4 to sign or execute and deliver all stock transfer forms, share certificates and all other
deeds, documents, and instruments which the Board shall think necessary, proper, or
desirable for transferring the shares of the parties to a purchaser pursuant to a Listing;

19.3.5 to agree on the terms of any placing, underwriting or other agreements in relation to a
Listing;

19.3.6 to execute a deed of variation making such amendments to this Shareholders Agreement
as the Board, acting reasonably, deems necessary in connection with the Listing, provided
that such amended shareholders agreement shall not impose any additional material
obligation on such Investors;

19.3.7 to exercise all rights and privileges and perform all the duties and obligations of the parties
in their capacity as Shareholders and to be their proxy and to do any act, matter or thing
whatsoever and to execute, sign, deliver, negotiate, amend and/or approve any document
relating to a Listing including (without limitation) to attend and vote at general meetings
of the Company, execute consents to short notice in connection with any general
meetings of the Company, execute any written resolutions of the Company, and receive
all notices of general meetings and any other communications which the Company may
or is required to despatch to its members in connection with the Listing;

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19.3.8 to execute a deed of variation to this Shareholders Agreement or to execute any written
resolution of the Company or vote in favour of any resolution proposed at a general
meeting of the Company to amend the Articles of Association to include, in either case,
revisions relating to the compulsory transfer of Shares by Shareholders to ensure that
for so long as the holding or enjoyment by the Company or any subsidiary of the
Company of any Licences or rights under any Bi-Lateral Air Services Agreement is
conditional on the Company being to any degree owned or controlled by people who
satisfy the Qualifying Nigerian Citizenship Criteria, the Company is so owned and
controlled. Such provisions may or may not include provisions relating to limitations on
share ownership contained in the Articles of Association;

19.3.9 to agree on the form of any public announcements in respect of a Listing and/or any
matter related thereto.

19.4 Notwithstanding any provision of this clause 19, each of the Shareholders at the time of Listing
hereby undertakes to give warranties as to title to Shares owned by them and capacity to enter
into the documents required in connection with the Listing and such other undertakings,
agreements and other contractual commitments as are in the reasonable opinion of the Board
reasonably commensurate with the size and nature of the transaction provided only that (i) such
warranties shall have been shown in advance to the relevant Shareholders and they have been
afforded a reasonable opportunity to disclose against them (ii) such warranties have been agreed
by the Board acting reasonably bearing in mind prevailing market practice and (iii) that no party's
financial liability in connection with the Listing shall exceed that party's maximum entitlement to
consideration pursuant to the Listing.

20. THE COMP A NY’S B USINESSES A ND P R OHIB ITION.

20.1 No A lliance: The Shareholders and the Company jointly and severally agree and undertake that
the Company, or any of its shareholders, directors or representatives acting in the name of, or
on behalf of or through the Company shall not enter any alliance in whatever form, or any
partnership or consortium with any other party in Nigeria without the prior written consent of
the Board of Directors of the Company. For the avoidance of doubt, the Company and the
Shareholders, each of them jointly and severally, acknowledge that the preceding sentence shall
not apply to ET but ET shall be bound by the provisions of the Management Contract and for the
sake of further clarification, the preceding paragraph shall not be interpreted to have the effect
of limiting or restricting any banking institutions, which the shareholders of the Company now or
in the future, from lending money or extending credit facilities to any third party within their usual
and normal banking business transactions.

20.2 No Tag- along or Drag - along R ights:

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If any shareholder wishes to sell its shares, the selling shareholder has no right to force the other
shareholders to sell their shares and any buyer must make its offer to the selling shareholder only
(no tag-along or drag-along right).

20.3 No Conv ersion of Com pany Opportunity :

20.3.1 No Shareholder shall, for their personal economic advantage, exploit any opportunity or
benefit that belongs to the Company.

20.3.2 Other than ET, no Shareholder shall, for their personal economic advantage, engage in
the airline business in competition with the Company. For the avoidance of doubt, MRS
and SAHCO are not restricted from engaging in their current businesses.

20.3.3 Any Shareholders shall be deemed to have breached the foregoing clauses if they have an
interest (whether direct or indirect, active, or passive) in a third party converting the
Company’s opportunities and benefits.

20.4 Transactions between a Shareholder and the Com pany :

20.4.1 Any trade terms and payment terms, sales, or purchases by any shareholder to the
Company or vice-versa shall be on a strictly arms-length basis at prices and terms no
more favorable nor less favorable than those otherwise proposed to either the
shareholder or the Company by a third party in a similar situation.

20.4.2 The Board of Directors of the Company shall establish procedural guidelines for the
consideration of such transactions in the future.

20.5 No Com peting with the Com pany :

20.5.1. The Shareholders (other than ET, to whom the provisions of the Management Contract
shall apply) acknowledge and agree not to compete directly or indirectly with the airline
business of the Company in Nigeria.

20.5.2 Without affecting its ability to conduct airline business through its branch or subsidiary
in Nigeria, ET shall not participate as shareholder directly or indirectly or as a Manager
in any other airline in Nigeria in competition with the Company.

21. A MENDMENT OF CLA SS OF SHA R ES .

Any action to create any new class of shares; or modify or amend the rights, privileges, or terms
of the existing class of shares shall require the unanimous approval of all Shareholders.

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22. FUR THER A CTIONS R EQUIR ING SP ECIA L R ESOLUT ION .

22.1 Notwithstanding any provision to the contrary or otherwise, the Company and Board of
Directors may not take any of the following actions without a special resolution, provided that
the consent and approval of Shareholders are first obtained:

(a) issuing additional Shares, increase or decrease of capital other classes of shares, warrants,
rights, options or other Equity Shares of the Company; provided, however, that this
limitation shall not apply to (i) the issuance of Shares in a Public Offering described in
clause 15.5 (d) above, (ii) the issuance of shares to the other investors as part of the initial
capital raise described in clause 15.5 (f);

(b) approving or effecting the merger or consolidation of the Company with or into any other
entity, the conversion of the Company into any other entity, or the creation or
investment of Company assets in any subsidiary or other entity;

(c) approving or effecting a sale or other disposition of all or substantially all the assets of the
Company in a single or series of related transactions;

(d). approving or effecting any transaction or series of related transactions involving the
borrowing or lending of funds, the purchase of services or property, leasing or licensing
property, or other contractual obligations or commitments by the Company potentially
in excess of US $ 20 million;

(e). compromising or releasing any claim involving an amount more than US $20 million;

(f). filing of any bankruptcy, insolvency or reorganization case or proceeding; the institution
of any proceedings under any applicable insolvency law or otherwise seeking any relief
under any laws relating to the relief from debts or the protection of debtors generally;
seeking or consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator, custodian or any similar official for the Company or a substantial portion of
its assets; making any assignment for the benefit of the Company's creditors; or taking
any action in furtherance of any of the foregoing;

(g). dissolving or liquidating the Company;

(h). approving or effecting any action described in Section A.1.4 above;

(i). appointment and removal of the Auditor;

(j). amendment of this Shareholders Agreement;

(k). Establishment of reserve funds;

(l). Change of Financial year;

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(m). any change to the compensation of the Management Team; or

(n). establishment and amendments to the reserve fund.

23. FINA NCIA L STA TEMENT S & A UDIT .

23.1. The Company will prepare and distribute annual financial statements of the Company prepared
in accordance with generally accepted accounting principles and audited by a reputable
internationally recognized auditing and accounting firm using applicable international auditing
standards, including a balance sheet and statement of income and cash flow, to the members of
the Board of Directors and to the Shareholders.

23.2. The Parties undertake to make sure that the accounting principles and/or practices to be used by
the Company are defined by its Board of Directors subject to applicable legal provisions and
generally accepted accounting principles, and/or applicable general practices in the air transport
industry.

23.3. The Shareholders agree to conduct periodic internal audits of the Company as may be determined
and directed by the Strategic Partner.

23.4. The Board of Directors is authorized by the Shareholders to appoint an independent firm of
chartered accountants to audit the accounts of the Company annually. Such independent firm of
chartered accountants shall annually determine the Fair Value of the Company as a going concern.

24. FISCA L YEA R & B UDGET .

24.1. The Company’s Fiscal Year shall start on July 1st and end on June 30th, subject to further review
and approval by the Board of Directors of the Company.

24.2. The Company’s approved budget for its fiscal year ending 30th, June 2024 is specified in the
Business Plan, which is attached under the Establishment and Operations Agreement.

24.3. Prior to the first quarter of each of the Company’s subsequent fiscal years, the Management Team
will prepare a budget for the following fiscal year, which budget will be submitted to the Board of
Directors for approval.

24.4. Within thirty (30) days after the submission of the budget for the fiscal year, the Board of
Directors shall approve or modify and adopt the budget.

24.5. Subject to the applicable financial expenditure limit procedure of the Company, the Management
Team is fully authorized (but not required), without further need to seek approval from the Board
of Directors or the Shareholders, to expend funds of the Company in accordance with the
categories of any annual approved budget provided that such expenditure is made reasonably and

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at all times in the best interest of the Company but subject to the provision of financial
performance and updates to the Board of Directors on a quarterly basis.

24.6. If the Management Team desires to materially modify the approved budget or expend funds or
incur debt for anything more than or outside the budget categories, then the Management Team
will obtain the prior approval of the Board of Directors with respect to such expenditures or
incurrence of debt, as applicable.

25. A CCESS TO B OOKS A ND R ECOR DS .

Each Shareholder shall have unrestricted right of access to the books and records of the Company
in accordance with the Articles of Association and the applicable law.

26. DIVIDEND P OLICY .

26.1 The Shareholders hereby undertake to procure, so far as they lawfully may do so, that
the Board of Directors of the Company shall from time to time recommend that the
distributable profits of the Company shall be paid to the Shareholders by way of dividend,
as soon as is practicable after the end of each financial year, less any amount which the
Board of Directors considers should be retained from such distributions in order to meet
foreseeable commitments and contingencies and to develop the business of the Company,
in each case consistent with prudent financial management.

26.2 The Shareholders agree that dividend shall be paid to each Shareholder in the currency
of the investment made by each Shareholder whether in cash or in kind, subject to extant
laws.

27. INSUR A NCE.

The Parties hereby undertake to procure, so far as they lawfully may and so far, as is within their
powers as shareholders to do so, that the Board of Directors of the Company shall cause the
Company to subscribe adequate policies of insurance to cover risks normally insured by
companies carrying on the same business as the Company.

28. A DHER ENCE TO A GR EEMENT .

28.1 Any new Shareholder shall undertake for itself and on behalf of each other party to this
Agreement that it will, with effect from the date hereof assume, perform, and comply with each

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of the obligations set out in this Agreement as if the new Shareholder had been a party to this
Agreement at the date of its execution.

28.2 To be deemed accepted, the accession undertaking to the Agreement must be countersigned by
the Agreement's Custodian and notified to the buyer of the Securities without delay.

28.3 The Acceding Party shall adhere to the rules of share transfer under this Agreement, irrespective
of whether such shares (sought to be transferred) are held either by the shareholder or its
subsidiary.

29. COMP LIA NCE WITH THE LA W.

Notwithstanding any other provision of this Agreement to the contrary, no Shares shall be
transferred to any person if the transfer of such Shares would violate any applicable law.

30. CONFIDENTIA LITY A ND TR A DE SECR ET PR OT ECT ION COV ENA NT .

The Shareholders acknowledge and agree to treat the following business information of the
Company as confidential, including but not limited to: customer information including passengers,
product/service registrations, drawings, financial data projections, forecasts, quality standards,
Inventions Research & development, know-how, marketing information, specifications, models
technical information, patent information, trade secrets, contractual secrets, product information
and a combination thereof. The Shareholders agree and undertake to refrain from providing
information to the print media, radio or television or any text message or any electronic without
the prior written consent of the appropriate officer of the Company responsible for authorizing
the supply of information to the shareholders or to any third party, unless validly ordered or
validly authorized by the competent court of law. Except for legal obligations or in virtue of a
court decision, the Shareholders undertake to hold confidential this Agreement and not to
disclose information relating to any of the provisions thereof.

31. INDEMNIFICA TION B Y THE FGN

31.1. The FGN undertakes and agrees to hold the Company, ET and all its staff of the management
team, and each Shareholder (each “Indem nitee” and collectively “Indem nitees”) harmless and
indemnify each of the Indemnitees from all and any liabilities of any former airlines previously
owned and operated by the FGN as a national Carrier, (hereinafter the “Old A irline”). The FGN
further undertakes and agrees to do all in its power to prevent any and all the Old Airline’s
creditors from making any claims for payment or otherwise against the Company or the
Indemnitees arising out of the business of the Old Airline.

31.2. The FGN agrees that it shall defend, indemnify and hold harmless the Company, the Indemnitees
from and against any and all debts, liabilities, liens, claims, charges or the like (and legal fees relating
thereto) arising from the Old Airline and any of the Old Airline’s agreements, contracts, duties,

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or other activities so that the Company or any of the Indemnitees is not and will not be adversely
affected by any claims by the Old Airline’s creditors.

31.3. The FGN agrees to fully indemnify, defend and hold harmless the Indemnitee and/or the
Indemnitees from and against any and all taxes, fees, levies, charges, duties deductions or
withholdings of any nature (including without limitation any VAT, transfer, sales, gross receipts,
use, business, excise, turnover, stamp or other tax) together with any assessments, penalties,
fines, additions to tax or interest thereon, arising out of the overall operation of the Old Airline
prior to the Execution of this Agreement.

32. R EP R ESENTA TIONS A ND WA R R A NT IES.

Each Party hereby represents and warrants to the other Parties the following:

32.1. It is a government duly recognized or it is a company duly incorporated, validly existing and in
good standing under the laws of the country of its incorporation and has all powers and capacity
to execute and implement this Agreement; The signature and implementation of the Agreement
has been validly authorized by its competent bodies and does not and shall not lead to any breach,
termination or modification of any of the conditions and modalities of all contracts or deeds
binding on it; the Agreement does not contravene any of the aforesaid contracts or deeds;

32.2. Each of the individual shareholders represents and warrants that: he/she has the capacity to
execute and implement the Agreement; The signature and implementation of this Agreement
does not and shall not lead to any breach, termination, or modification of any of the conditions
and modalities of all contracts or deeds binding on it; the Agreement does not contravene any of
the aforesaid contracts or deeds. Each of the individuals and/or corporate bodies represents and
warrants that: this Agreement has been executed based on the facts and circumstances brought
to his/her/its knowledge at the date of execution;

32.3. Each Shareholder, the FGN, ET and the Nigerian Investors, each represent and acknowledge, the
fact that the Business Plan (“Business Plan”) prepared is a projection that is necessarily subject to
contingencies which may vary, without this affecting the objectives of growth and profitable
operations in the inter African and international air transport markets.

32.4 Each of the Shareholders hereby warrants, represents, and covenants to each other Shareholder
and the Company that it and all its holding companies (if any) satisfy the Qualifying Nigerian
Citizenship Criteria.

32.5 Each of the Shareholders hereby covenants with and undertakes to each other Shareholder and
the Company that for so long as it holds shares in the Company it shall and shall procure that its

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holding companies (if any) shall continue to always satisfy the Qualifying Nigerian Citizenship
Criteria.

32.6 Each Shareholder hereby covenants with and undertakes to each other Shareholder and the
Company that it will cooperate in making all and any filings which may be required and do all that
it is reasonable to assist in the process of obtaining the Licenses.

32.7 Each Shareholder hereby covenants with and undertakes to each other Shareholder and the
Company that it will cooperate fully with the company through meetings of the Shareholders
convened in accordance with the objectives of the company.

33. UNDER TA KINGS OF THE P A RT IES .

33.1. Each Party and its Affiliate and/or Subsidiary hereby undertakes neither to pledge the Securities
it holds in the Company nor create any lien whatsoever in respect of such shares and securities,
be it in the form of collateral, option, privilege, guarantee, separation between usufruct and bare
ownership, or covenant or agreement with respect to the voting rights of such shares or securities
and, more generally, any form of security or right in favor of a third party, and that these shares
and securities shall at all times be free from such liens and encumbrances. The preceding principle
applies to any kind of debt that one Party may hold on the Company, including loans, participative
or not, convertible bonds and others. The Parties undertake to use all reasonable efforts to favor
and promote in good faith the interests of the Company and its Subsidiaries and to refrain from
doing or saying anything that may be detrimental to the business or reputation of the Company.
The provisions of this clause shall not prevent the Parties from pursuing their legitimate interests
in carrying out their respective activities worldwide, in so far as such activities are permitted by
this Agreement. The Parties agree that contracts between the Company (and its Subsidiaries) and
third parties (including the Parties) shall be concluded at all times under normal conditions, and
reasonable commercial conditions considering the prevailing conditions. In the relationships
between any of the Parties and the Company (and its Subsidiaries), the Parties agree that their
intention is to ensure amongst them a fair and reasonable distribution of the profit that may result
from the synergies created and no Party shall appropriate systematically and without justification
the profit of these synergies at the expense of the other Party and/or the Company and/or its
subsidiaries.

33.2. Each Shareholder shall cooperate with the Company by:

(a) Making its subscribed capital contributions to the Company pursuant to this Agreement
on time;

(b) Assisting and guiding the Company to obtain, all applicable tax exemptions and all other
relevant investment incentives, privileges, and preferences to the Company within the
framework of the applicable laws and regulations;

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(c) Assisting the Company in commencing operations quickly and efficiently, establishing and
maintaining good working relationships with relevant government agencies and private
entities and the public;

(d) Promoting the Company wherever possible and refraining from negative publicity against
the Company; and

(e) Providing relevant business information to the Company as may be available from time to
time.

33.3. Further A ssurances: Shareholders shall take or cause to be taken such action and execute
and deliver or cause to be executed and delivered such other documents, agreements, or
undertakings as reasonably necessary to fully effectuate the agreements and intent of the
Shareholders hereunder. Additionally, in the event that there is any conflict between any one or
more provisions of this Agreement and any one or more provisions of the
organizational/constitutional documents of the Company (collectively, the “Company’s
Constitutional Documents”), Shareholders will (to the maximum extent permitted by law) take
such action and execute and deliver or cause to be executed and delivered such documents,
agreements, amendments, or undertakings to amend “Company’s Constitutional Documents in
order to make the “Company’s Constitutional Documents comply with the terms and provisions
of this Agreement

34. R ELA TIONSHIP S B ETWEEN T HE SHA R EHOLDER S .

No provision of this Agreement shall be construed as appointing one of the Parties as proxy or
representative of another Party. For so long as ET remains a Shareholder, notwithstanding any
other provision of the Agreement, the Shareholders and the Company acknowledge that ET is
the Company's strategic partner and as such, the Company shall give consideration to the expert
opinion of ET, acting in good faith and in the spirit of confidence and trust, in order to create
mutually beneficial synergy for the success of the Company, in line with the Company's vision and
mission.

35. WA IVER .

35.1 The Parties acknowledge the deadlines provided herein for the exercise of certain rights and agree
on the consequences of non-compliance with such deadlines, including where such consequences
result in the loss of any of the rights of a Party.

35.2 Without prejudice to clause 42, and subject to the foregoing provision under clause 35.1 the
failure by any Party hereto to exercise any right hereunder shall not, in any case, be construed as
a waiver thereof and shall not affect in any way the capacity of such Party to exercise such right.

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36. THIR D- P A R TY B ENEFICIA R IES .

The obligations provided herein shall be binding upon the Parties heirs, successors, beneficiaries,
and assigns who shall be held jointly responsible for the execution of the said obligations. The
Agreement shall not benefit any other third party.

37. TER MINA TION.

37.1 This Agreement may be terminated in case of the occurrence of any of the following conditions
or events and the termination shall result in the dissolution of the Company and its assets with
the proceeds directed to each Shareholder’s proportional share of the Company:

(a). Upon unanimous approval by the Shareholders;

(b). If the Company is dissolved by the order of the court or in accordance with the
requirements of the mandatory provisions of the applicable law;

37.2 Where this Agreement is terminated pursuant to clause 37.1 above the Shareholders agree that
they will use their respective best endeavors to procure that a liquidator nominated by the party
is appointed to wind up the Company and that the Company is wound up as soon as reasonably
practicable.

37.3 Subject to the foregoing, this Agreement shall terminate with respect to each Party, in its capacity
as a Shareholder, at the time at which such Party ceases to own any equity interest, except that
such termination shall not affect (a) the rights perfected or the obligations incurred by such Party
under this Agreement prior to such termination (including any liability for breach of this
Agreement) and (b) the obligations expressly stated to survive such cessation of equity interest,
provided, however, that the Company will continue in existence notwithstanding the dissolution,
cessation of existence or withdrawal of a Party.

37.4 The FGN hereby agrees that the Shareholders shall have the right to repatriate all their funds (in
transferrable currency) and share of property from Nigeria, if this Agreement is terminated for
any reason including those stated under this clause 37.

38. MISCELLA NEOUS .

38.1 Inv alidity. The invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the other provisions hereof and this Agreement shall be construed in all respects
as if any invalid or unenforceable provisions were omitted.

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38.2. Interpretation . When the context in which words are used in this Agreement indicates that
such is the intent, words in the singular number shall include the plural and vice-versa, and words
in the masculine gender shall include the feminine and neuter genders and vice-versa.

38.3. Entire A greem ent . This Agreement contains the entire understanding between the parties
hereto and supersedes any prior written or oral agreements between them respecting the subject
matter hereof, except as specifically referenced herein. There are no representations, agreements,
arrangements, or understandings, oral or written, between and among the parties hereto relating
to the subject matter of this Agreement which is not fully expressed herein.

38.4. Modification. No change or modification of this Agreement shall be valid unless the same shall
be in writing and signed by all parties hereto.

38.5. Specific P erform ance . Shares of the Company cannot be readily purchased or sold in the open
market and for that reason, among others, the parties will be irreparably damaged if this
Agreement is not specifically enforced. Should any dispute arise concerning the sale or other
transfer or disposition of Shares, an injunction may be issued restraining such sale, transfer or
disposition pending the determination of such controversy. Any controversy concerning the rights
or obligations set forth in this Agreement shall be enforceable in a court of equity by a decree of
specific performance. Such remedy shall, however, be cumulative and not exclusive, and shall be
in addition to any other remedy to which the parties may be entitled and shall not include any
consequential, indirect, incidental, or similar damages whether caused by negligence, gross
negligence, or willful misconduct.

38.6. B inding Effect. This Agreement shall be binding upon and inure to the benefit of the Company,
the Shareholders, and their respective successors, permitted assigns, estates, personal
representatives, heirs, and legatees. The personal representatives and heirs of the parties are
obligated hereby to comply with the terms of this Agreement.

38.7. Cooperation. The Company and the Shareholders agree to fully cooperate to implement the
terms hereof and to promptly take upon request all other action (such as executing and delivering
documents and agreements) deemed reasonably necessary by Company to evidence and/or fulfil
the intent and purposes of this Agreement.

38.8. Liability. The existence or performance of this Agreement shall not be a ground for imposing
personal liability on any Shareholder for the acts or debts of the Company even if the Agreement
or its performance treats the Company as if it were a partnership or results in failure to observe
the corporate formalities otherwise applicable to the matters governed by the Agreement. The
FGN agrees to indemnify and hold harmless all individuals of the Management Team and all other
Indemnitees from and against all liabilities, claims, obligations, costs, and expenses that arise from
or relate to the conducting of the business of the Company in relation to the liabilities of the
Old Airline.

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38.9. Execution by Shareholders. This Agreement shall bind each Shareholder hereto upon
execution by such Shareholder of this Agreement.

39. NOTICES.

Any notice made under this Agreement shall be made in English and shall be deemed duly made
and valid only if made in writing by or on behalf of the Party giving it and duly:

(a) delivered by hand against acknowledgement of receipt signed and dated; or

(b) delivered by email; or

(c) delivered by registered letter with acknowledgement of receipt; or delivered by any

international courier service providing a return receipt (e.g. FedEx or DHL), addressed as
set forth below: to the address and to the attention of the recipient mentioned below,
or to any other address or to the attention of any other person as notified by the recipient
pursuant to the provisions of the present paragraph. Notices shall be deemed to have
been received : in case of personal delivery as mentioned in paragraph (a) above, the day
of delivery; in case of email transmission provided in clause (b) above, the Day following
the day of sending out the email provided that the recipient acknowledges receipt; in case
of the registered letters with acknowledgement of receipt mentioned in paragraphs (b)
and (c) above or notices sent by international courier services referred to in (c) above,
the third Day following the day of dispatch. Notice by other electronic mail shall be
deemed received by the addressee upon confirmation of electronic receipt by such
addressee. For the purpose of the Agreement, the addresses of the Parties are as follows:

i. If to the FGN: Ministry of Aviation P.O Box _______ Abuja, Nigeria

ii. If to ET: Bole International Airport, P.O Box 1755, Addis Ababa, Ethiopia
iii. If to MRS: No. 2 Tin Can Island Port Road Apapa, Lagos, Nigeria
iv. If to SAHCO: 54, Warehouse Road, Apapa, Lagos

40. GOVER NING LA W, JUR ISDICT ION A ND DISP UT E SET T LEMENT .

40.1. This Agreement is governed by and interpreted in accordance with Nigeria law. Any dispute or
claim arising out of, or in connection with, it or its subject matter or formation shall be governed
by, construed, and enforced in accordance with the laws of Nigeria and be subject to the
jurisdiction of the Nigerian Courts.

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40.2. Any claims or disputes arising from this Agreement and subsequent affiliated agreements including
any question regarding its existence, validity, or termination, shall be resolved in the manner
prescribed herein below.

40.3. In the event of a dispute arising out of this Agreement or incidental thereof between the
Company and the shareholders or between the Shareholders in connection with the Company,
the Parties shall use their best endeavors to resolve the dispute amicably as quickly as possible.

40.4. Upon the first written request made by any Party to the other Parties, the dispute shall be
referred to the designated representative for each of the Parties, who shall meet as soon as
reasonably practical to discuss the best means of resolving the dispute.

40.5. If the said representatives are unable, within a period of thirty (30) days from the date of such
notice, to resolve the dispute to their mutual satisfaction, any Party may request by notice in
writing to the other Parties that the dispute be referred to the senior officers of each Party
(hereinafter, together, the “Senior Officers”) for further discussion and mutually acceptable
resolution.

40.6. If the dispute is resolved amicably in accordance with the provisions of this clause 40, the
agreement so reached shall be recorded in a written document signed by the representatives of
each of the Parties or the Senior Officers, as the case may be, and such agreement shall be valid
or take effect upon approval in writing by the Shareholders or officers located in the primary
business office in their respective countries.

40.7. Any or all unresolved disputes shall be submitted to the competent courts of Nigeria.

41. CHOICE OF LA NGUA GE.

41.1. This Agreement is made and signed in English, in ten (10) or more original copies.

41.2. Each party shall retain one (1) original and the Company shall retain two (2) originals.

42. EFFECTIVE DA TE.

This Agreement shall be effective from the date of execution by all the Shareholders.

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IN WITNESS WHER EOF , the Shareholders have hereby executed this Agreement by affixing their
respective seals (where applicable) and have caused this agreement to be executed by their authorised
signatures and legal representatives on the day and year first above written.

1. F or and on behalf of the Federal Governm ent of Nigeria

Acting by and through the M anaging Director

Ministry of Finance Incorporated

--------------------------------------------

In the presence of …………………………….

P erm anent Secretary / Director

FEDERAL MINISTRY OF AVIATION

2. For and on behalf of ETHIOP IA N A IR LINES GR OUP

The COMMON SEAL of the within-named Ethiopian Airlines Group was hereunto affixed

In the presence of:

_______________________ ______________________________
Group Chief Executive Officer VP Strategic Planning and Alliances

3. For and on behalf of MR S OIL A ND GA S COMPA NY LT D

The COMMON SEAL of the within-named MRS OIL AND GAS COMPANY LTD was hereunto
affixed

In the presence of:

_______________________ ______________________________
DIRECTOR COMPANY SECRETARY

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4. For and on behalf of SKYW A Y A V IA T ION HA NDLING COMP A NY P LC

The COMMON SEAL of the within-named SKYWAY AVIATION HANDLING COMPANY PLC was
hereunto affixed

In the presence of:

_______________________ ______________________________
DIRECTOR COMPANY SECRETARY

5 For and on behalf of NIGER IA A IR LIMIT ED

The COMMON SEAL of the within-named NIGERIA AIR LIMITED was hereunto affixed

In the presence of:

_______________________ ______________________________
DIRECTOR COMPANY SECRETARY

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SCHEDULE 1

Deed of A dherence

By this deed [I] [we] [of] [whose registered office is at….…who intend[s] to become the holder[s] of
… [A] [B] ordinary shares of each in the capital of … Limited
(the "Company") hereby agree that as and with effect from [I] [we] will observe, perform
and be fully bound by and assume the benefit of the provisions of an agreement dated and
made between Xxnxnxnxxmx Limited (1) the Investors (as defined therein) (2) and the Company (3) [(as
amended by [insert details of any instrument modifying the original agreement])] (the "Shareholders'
Agreement") (a copy of which is attached to this deed [together with copies of [insert details of any
instrument modifying the original agreement]] and has been initialled by [me] [us] for identification purposes)
in all respects as if [I] [we] [was] [were] an original party to the Shareholders' Agreement and [was] [were]
referred to therein as an [A] [B] Shareholder.

IN WITNESS of which this deed has been executed on

[EXECUTED (but not delivered until the date hereof) as a deed by

acting by two directors or one director and the secretary: )

Director Director/Secretary]

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SCHEDULE 2

SA MP LE SHA R E CER T IFICA T E

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SCHEDULE 3

T he Shareholders

(1) (2) (3)

Nam e and A ddress No. of Shares A llotted V alue of A llotted Shares

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SCHEDULE 4

Fairfax Investment Banking Terms

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