Common use of VPAPI Clause in Contracts

VPAPI. Individual amount of each preferred share, calculated as follows: (I) Pre-Money Valuation amount in Brazilian Reais (as defined in Section 1.1), exclusively attributable to the preferred shares issued by AZUL Holding, according to the Conversion Rate of the pricing day of the IPO, less (II) [*****] corresponding to the capital contribution made in AZUL Holding in view of the settlement of the Private Placement, duly adjusted for inflation based on the CDI, being the product of the subtraction between (I) and (II) divided by the difference between (i) the total number of preferred shares issued by AZUL Holding immediately prior to the IPO, minus (ii) the number of preferred shares issued as a result of the Private Placement until the date of the IPO. Notwithstanding the foregoing, should the IPO not occur until the Deadline (there not being, therefore, the Pre-Money Valuation), the amount corresponding the subtraction of items (I) and (II) above shall be the portion attributable to the preferred shares issued by AZUL Holding of the amount corresponding to US$ [*****].

VPAPI. Individual amount of each preferred share, calculated as follows: (I) Pre-Money Valuation amount in Brazilian Reais (as defined in Section 1.1), exclusively attributable to the preferred shares issued by AZUL Holding, according to the Conversion Rate of the pricing day of the IPO, less (II) [*****] ], corresponding to the capital contribution made in AZUL Holding in view of the settlement of the Private Placement, duly adjusted for inflation based on the CDI, being the product of the subtraction between (I) and (II) divided by the difference between (i) the total number of preferred shares issued by AZUL Holding immediately prior to the IPO, minus (ii) the number of preferred shares issued as a result of the Private Placement until the date of the IPO. Notwithstanding the foregoing, should the IPO not occur until the Deadline (there not being, therefore, the Pre-Money Valuation), the amount corresponding the subtraction of items (I) and (II) above shall be the portion attributable to the preferred shares issued by AZUL Holding of the amount corresponding to US$ [*****].

VPAPI. Individual amount of each preferred share, calculated as follows: (I) Pre-Money Valuation amount in Brazilian Reais (as defined in Section 1.1), exclusively attributable to the preferred shares issued by AZUL Holding, according to the Conversion Rate of the pricing day of the IPO, less (II) R$ [*****] Brazilian reais), corresponding to the capital contribution made in AZUL Holding in view of the settlement of the Private Placement, duly adjusted for inflation based on the CDI, being the product of the subtraction between (I) and (II) divided by the difference between (i) the total number of preferred shares issued by AZUL Holding immediately prior to the IPO, minus (ii) the number of preferred shares issued as a result of the Private Placement until the date of the IPO. Notwithstanding the foregoing, should the IPO not occur until the Deadline (there not being, therefore, the Pre-Money Valuation), the amount corresponding the subtraction of items (I) and (II) above shall be the portion attributable to the preferred shares issued by AZUL Holding of the amount corresponding to US$ [*****].