Common use of Adjustment in the Exchange Ratio Immediately Prior to the IPO Clause in Contracts

Adjustment in the Exchange Ratio Immediately Prior to the IPO. The Parties agree that the premise of the Transaction is the Merger of Shares, with TRIP’s Shareholders receiving, for TRIP’s Shares, AZUL Holding’s New Shares. After the Date of Merger, AZUL Holding’s New Shares shall represent 30.7% (thirty point seven percent) of the total shares issued by AZUL Holding, being 1,231,343 (one million, two hundred and thirty-one thousand, three hundred and forty-three) common shares, representing 33% (thirty-three percent) of all common shares issued up to the Merger of Shares, and 553,627 (five hundred and fifty three thousand, six hundred and twenty-seven) Class B preferred shares, representing 28.2% (twenty eight point two per cent) of all Class B preferred shares then issued. Under the terms and conditions of this Agreement, TRIP’s Shareholders equity participation in AZUL Holding may be increased, immediately before the capitalization of the primary portion of the Initial Public Offering of AZUL Holding’s Shares - the Initial [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Adjustment in the Exchange Ratio Immediately Prior to the IPO. The Parties agree that the premise of the Transaction is the Merger of Shares, with TRIP’s Shareholders receiving, for TRIP’s Shares, AZUL Holding’s New Shares. After the Date of Merger, AZUL Holding’s New Shares shall represent 30.7% (thirty point seven percent) of the total shares issued by AZUL Holding, being 1,231,343 (one million, two hundred and thirty-one thousand, three hundred and forty-three) common shares, representing 33% (thirty-three percent) of all common shares issued up to the Merger of Shares, and 553,627 (five hundred and fifty three thousand, six hundred and twenty-seven) Class B preferred shares, representing 28.2% (twenty eight point two per cent) of all Class B preferred shares then issued. Under the terms and conditions of this Agreement, TRIP’s Shareholders equity participation in AZUL Holding may be increased, immediately before the capitalization of the primary portion of the Initial Public Offering of AZUL Holding’s Shares - the Initial Public Offering (“IPO”), for a maximum limit of 200.571 (two hundred thousand and five hundred and seventy one) Class B preferred shares, so that TRIP’s Shareholders may [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Adjustment in the Exchange Ratio Immediately Prior to the IPO. The Parties agree that the premise of the Transaction is the Merger of Shares, with TRIP’s Shareholders receiving, for TRIP’s Shares, AZUL Holding’s New Shares. After the Date of Merger, AZUL Holding’s New Shares shall represent 30.7% (thirty point seven percent) of the total shares issued by AZUL Holding, being 1,231,343 (one million, two hundred and thirty-one thousand, three hundred and forty-three) common shares, representing 33% (thirty-three percent) of all common shares issued up to the Merger of Shares, and 553,627 (five hundred and fifty three thousand, six hundred and twenty-seven) Class B preferred shares, representing 28.2% (twenty eight point two per cent) of all Class B preferred shares then issued. Under the terms and conditions of this Agreement, TRIP’s Shareholders equity participation in AZUL Holding may be increased, immediately before the capitalization of the primary portion of the Initial Public Offering of AZUL Holding’s Shares - – the Initial Public Offering (“IPO”), for a maximum limit of 200.571 (two hundred thousand and five hundred and seventy one) Class B preferred shares, so that TRIP’s Shareholders may [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Adjustment in the Exchange Ratio Immediately Prior to the IPO. The Parties agree that the premise of the Transaction is the Merger of Shares, with TRIP’s Shareholders receiving, for TRIP’s Shares, AZUL Holding’s New Shares. After the Date of Merger, AZUL Holding’s New Shares shall represent 30.7% (thirty point seven percent) of the total shares issued by AZUL Holding, being 1,231,343 (one million, two hundred and thirty-one thousand, three hundred and forty-three) common shares, representing 33% (thirty-three percent) of all common shares issued up to the Merger of Shares, and 553,627 (five hundred and fifty three thousand, six hundred and twenty-seven) Class B preferred shares, representing 28.2% (twenty eight point two per cent) of all Class B preferred shares then issued. Under the terms and conditions of this Agreement, TRIP’s Shareholders equity participation in AZUL Holding may be increased, immediately before the capitalization of the primary portion of the Initial Public Offering of AZUL Holding’s Shares - – the Initial [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.