Common use of Consent of Class B Shareholders Clause in Contracts

Consent of Class B Shareholders. Warrant. AZUL Holding and Neeleman shall endeavor their best efforts to cause all of the Original Shareholders holding AZUL Holding’s Class B Preferred Shares (“Class B Shareholders”) attached hereto as Exhibit A, to vote for the Merger of Shares, as well as agree with the commitment to transfer, proportionally to the shareholding of each Class B Shareholders in AZUL Holding, to TRIP’s Shareholders, as many AZUL Holding’s Class B Preferred Shares as may be necessary to comply with the provisions of Sections 6 and 8 below. AZUL Holding and Neeleman shall work together with the Class B Shareholders in order to determine whether all Class B Preferred Shareholders may consent in writing to the provisions of Sections 6 and 8 of this Agreement, declaring in such document that (i) they will not transfer certain percentage of their AZUL Holding’s Class B Preferred Shares up to the Adjustment - Indemnifications Date (in order to comply with the adjustment obligations set forth in Sections 6 and 8 of this Agreement), and such percentage shall be defined in good faith by all Parties after the conclusion of the Due Diligences Exercises (“No Transfer Obligation”) and (ii) prepare the annotations of the No Transfer Obligation on AZUL Holding’s Share Registry Book (the “Consent of Class B Shareholders”). If all conditions precedent provided for in Section 5.1 have been satisfied and AZUL Holding and Neeleman have not obtained the consents of the Class B Shareholders, Neeleman and AZUL Holding agree to call an AZUL Holding’s AGE for the approval of the issuance of two (2) subscription warrants (bônus de subscrição) by AZUL Holding (the “Subscription Warrant AGE - TRIP’s Shareholders”), for a subscription price of [*****] each. One of the abovementioned subscription warrants shall be issued by AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, subject to Section 6, as many Class B preferred shares as necessary to comply with the obligations of adjustment of shareholding provided for in Section 6 of this Agreement, related to determination of the Pre-Money Valuation of AZUL Holding (the “Subscription Warrants - Pre-Money Valuation Adjustment”). The second of the abovementioned subscription warrants shall be issued by AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, subject to Section 8, as many preferred shares as necessary to comply with the indemnification obligation provided for in Section 8 of this Agreement (the “TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment”, jointly with the Subscription Warrants - Pre-Money Valuation Adjustment, the “Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders”). AZUL Holding and Neeleman shall endeavor their best efforts to cause the Class B Shareholders to approve the issuance of the Subscription Warrants for the Adjustment of Shareholding - Trip’s Shareholders, waiving their preemptive rights. From the issuance of the Subscription Warrants for the Adjustment of Shareholding - Trip’s Shareholders, all obligations under Sections 6 and 8 of this Agreement will no longer be invoked against the Class B Shareholders, and TRIP’s Shareholders shall use the Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders to consummate the transactions described in Sections 6 and 8 hereof.” [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Consent of Class B Shareholders. Warrant. AZUL Holding and Neeleman shall endeavor their best efforts to cause all of the Original Shareholders holding AZUL Holding’s Class B Preferred Shares (“Class B Shareholders”) attached hereto as Exhibit A, to vote for the Merger of Shares, as well as agree with the commitment to transfer, proportionally to the shareholding of each Class B Shareholders in AZUL Holding, to TRIP’s Shareholders, as many AZUL Holding’s Class B Preferred Shares as may be necessary to comply with the provisions of Sections 6 and 8 below. AZUL Holding and Neeleman shall work together with the Class B Shareholders in order to determine whether all Class B Preferred Shareholders may consent in writing to the provisions of Sections 6 and 8 of this Agreement, declaring in such document that (i) they will not transfer certain percentage of their AZUL Holding’s Class B Preferred Shares up to the Adjustment - Indemnifications Date (in order to comply with the adjustment obligations set forth in Sections 6 and 8 of this Agreement), and such percentage shall be defined in good faith by all Parties after the conclusion of the Due Diligences Exercises (“No Transfer Obligation”) and (ii) prepare the annotations of the No Transfer Obligation on AZUL Holding’s Share Registry Book (the “Consent of Class B Shareholders”). If all conditions precedent provided for in Section 5.1 have been satisfied and AZUL Holding and Neeleman have not obtained the consents of the Class B Shareholders, Neeleman and AZUL Holding agree to call an AZUL Holding’s AGE for the approval of the issuance of two (2) subscription warrants (bônus de subscrição) by AZUL Holding (the “Subscription Warrant AGE - TRIP’s Shareholders”), for a subscription price of [*****] each. One of the abovementioned subscription warrants shall be issued by AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, subject to Section 6, as many Class B preferred shares as necessary to comply with the obligations of adjustment of shareholding provided for in Section 6 of this Agreement, related to determination of the Pre-Money Valuation of AZUL Holding (the “Subscription Warrants - Pre-Money Valuation Adjustment”). The second of the abovementioned subscription warrants shall be issued by AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, subject to Section 8, as many preferred shares as necessary to comply with the indemnification obligation provided for in Section 8 of this Agreement (the [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. CONFIDENTIAL TREATMENT REQUESTED “TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment”, jointly with the Subscription Warrants - Pre-Money Valuation Adjustment, the “Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders”). AZUL Holding and Neeleman shall endeavor their best efforts to cause the Class B Shareholders to approve the issuance of the Subscription Warrants for the Adjustment of Shareholding - Trip’s Shareholders, waiving their preemptive rights. From the issuance of the Subscription Warrants for the Adjustment of Shareholding - Trip’s Shareholders, all obligations under Sections 6 and 8 of this Agreement will no longer be invoked against the Class B Shareholders, and TRIP’s Shareholders shall use the Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders to consummate the transactions described in Sections 6 and 8 hereof.” [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Consent of Class B Shareholders. Warrant. AZUL Holding and Neeleman shall endeavor their best efforts to cause all of the Original Shareholders holding AZUL Holding’s Class B Preferred Shares (“Class B Shareholders”) attached hereto as Exhibit A, to vote for the Merger of Shares, as well as agree with the commitment to transfer, proportionally to the shareholding of each Class B Shareholders in AZUL Holding, to TRIP’s Shareholders, as many AZUL Holding’s Class B Preferred Shares as may be necessary to comply with the provisions of Sections 6 and 8 below. AZUL Holding and Neeleman shall work together with the Class B Shareholders in order to determine whether all Class B Preferred Shareholders may consent in writing to the provisions of Sections 6 and 8 of this Agreement, declaring in such document that (i) they will not transfer certain percentage of their AZUL Holding’s Class B Preferred Shares up to the Adjustment - Adjustment—Indemnifications Date (in order to comply with the adjustment obligations set forth in Sections 6 and 8 of this Agreement), and such percentage shall be defined in good faith by all Parties after the conclusion of the Due Diligences Exercises (“No Transfer Obligation”) and (ii) prepare the annotations of the No Transfer Obligation on AZUL Holding’s Share Registry Book (the “Consent of Class B Shareholders”). If all conditions precedent provided for in Section 5.1 have been satisfied and AZUL Holding and Neeleman have not obtained the consents of the Class B Shareholders, Neeleman and AZUL Holding agree to call an AZUL Holding’s AGE for the approval of the issuance of two (2) subscription warrants (bônus de subscrição) by AZUL Holding (the “Subscription Warrant AGE - – TRIP’s Shareholders”), for a subscription price of R$ [*****] Brazilian Reais) each. One of the abovementioned subscription warrants shall be issued by AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, subject to Section 6, as many Class B preferred shares as necessary to comply with the obligations of adjustment of shareholding provided for in Section 6 of this Agreement, related to determination of the Pre-Money Valuation of AZUL Holding (the “Subscription Warrants - – Pre-Money Valuation Adjustment”). The second of the abovementioned subscription warrants shall be issued by AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, subject to Section 8, as many preferred shares as necessary to comply with the indemnification obligation provided for in Section 8 of this Agreement (the “TRIP’s Shareholders Subscription Warrants - – Indemnifications Adjustment”, jointly with the Subscription Warrants - – Pre-Money Valuation Adjustment, the “Subscription Warrants for the Adjustment of Shareholding - – TRIP’s Shareholders”). AZUL Holding and Neeleman shall endeavor their best efforts to cause the Class B Shareholders to approve the issuance of the Subscription Warrants for the Adjustment of Shareholding - – Trip’s Shareholders, waiving their preemptive rights. From the issuance of the Subscription Warrants for the Adjustment of Shareholding - – Trip’s Shareholders, all obligations under Sections 6 and 8 of this Agreement will no longer be invoked against the Class B Shareholders, and TRIP’s Shareholders shall use the Subscription Warrants for the Adjustment of Shareholding - – TRIP’s Shareholders to consummate the transactions described in Sections 6 and 8 hereof.” . [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.