Common use of Alternative Obligation; Cash Payment Clause in Contracts

Alternative Obligation; Cash Payment. Should AZUL Holding have the obligation to indemnify TRIP’s Shareholders, as provided for in Section 8.2.1(a), AZUL Holding may elect to pay in cash to TRIP’s Shareholders the balance between (i) the Losses With Cash Outflow of AZUL Holding; and (ii) the Losses With Cash Outflow of TRIP. AZUL Holding shall notify TRIP Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Indemnifications indicating whether they intend to pay indemnities in cash. Should AZUL Holding elects to pay indemnities in cash, subject to the provisions of this Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the TRIP Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders.

Alternative Obligation; Cash Payment. Should AZUL Holding TRIP’s Shareholders have the obligation to indemnify TRIP’s the Original Shareholders, as provided for in Section 8.2.1(a8.1.1(a), AZUL Holding TRIP’s Shareholders may elect to pay in cash to TRIP’s the Original Shareholders the balance between (i) the Losses With Cash Outflow of AZUL HoldingTRIP’s Shareholders; and (ii) the Losses With Cash Outflow of AZUL Holding. TRIP. ’s Shareholders shall notify AZUL Holding shall notify TRIP and the Original Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Indemnifications indicating whether they intend to pay indemnities in cash. Should AZUL Holding elects TRIP’s Shareholders elect to pay indemnities in cash, subject to the provisions of this Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the TRIP Original Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders.

Alternative Obligation; Cash Payment. Should AZUL Holding TRIP’s Shareholders have the obligation to indemnify TRIP’s the Original Shareholders, as provided for in Section 8.2.1(a8.1.1(a), AZUL Holding TRIP’s Shareholders may elect to pay in cash to TRIP’s the Original Shareholders the balance between (i) the Losses With Cash Outflow of AZUL HoldingTRIP’s Shareholders; and (ii) the Losses With Cash Outflow of AZUL Holding. TRIP. ’s Shareholders shall notify AZUL Holding shall notify TRIP and the Original Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Adjustment—Indemnifications indicating whether they intend to pay indemnities in cash. Should AZUL Holding elects TRIP’s Shareholders elect to pay indemnities in cash, subject to the provisions of this Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - – Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the TRIP Original Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - – Original Shareholders. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Alternative Obligation; Cash Payment. Should AZUL Holding have the obligation to indemnify TRIP’s Shareholders, as provided for in Section 8.2.1(a), AZUL Holding may elect to pay in cash to TRIP’s Shareholders the balance between (i) the Losses With Cash Outflow of AZUL Holding; and (ii) the Losses With Cash Outflow of TRIP. AZUL Holding shall notify TRIP Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Adjustment—Indemnifications indicating whether they intend to pay indemnities in cash. Should AZUL Holding elects to pay indemnities in cash, subject to the provisions of this Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - – Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the TRIP Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - – Original Shareholders. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Alternative Obligation; Cash Payment. Should AZUL Holding have the obligation to indemnify TRIP’s Shareholders, as provided for in Section 8.2.1(a), AZUL Holding may elect to pay in cash to TRIP’s Shareholders the balance between (i) the Losses With Cash Outflow of AZUL Holding; and (ii) the Losses With Cash Outflow of TRIP. AZUL Holding shall notify TRIP Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Adjustment—Indemnifications indicating whether they intend to pay indemnities in cash. Should AZUL Holding elects to pay indemnities in cash, subject to the provisions of this Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - – Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the TRIP Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - – Original Shareholders.

Alternative Obligation; Cash Payment. Should AZUL Holding TRIP’s Shareholders have the obligation to indemnify TRIP’s the Original Shareholders, as provided for in Section 8.2.1(a8.1.1(a), AZUL Holding TRIP’s Shareholders may elect to pay in cash to TRIP’s the Original Shareholders the balance between (i) the Losses With Cash Outflow of AZUL HoldingTRIP’s Shareholders; and (ii) the Losses With Cash Outflow of AZUL Holding. TRIP. ’s Shareholders shall notify AZUL Holding shall notify TRIP and the Original Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Indemnifications indicating whether they intend to pay indemnities in cash. Should AZUL Holding elects TRIP’s Shareholders elect to pay indemnities in cash, subject to the provisions of this Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - – Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the TRIP Original Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - – Original Shareholders.