Common use of Warrant Clause in Contracts

Warrant. Concurrently with the mutual execution of this Lease, Tenant shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and shall be exercisable for a period beginning on the date of issuance and ending on the seventh (7th) anniversary of the date of issuance, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder of the warrant issued hereunder, such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisions.

Warrant. Concurrently with the mutual execution Upon any exercise of this LeaseWarrant, Tenant shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlordi) a warrant certificate or warrants registered certificates for the Warrant Units so purchased, evidencing issuance of such Warrant Units, or (ii) to the extent that the Warrant Units are uncertificated, evidence of the recordation in the books and records of the Company of the issuance of such Warrant Units, in each case, to and in the name of Landlord the Holder or Landlord’s designee(s) persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder promptly after the rights represented by this Warrant shall have been so exercised. In the event that this Warrant is being exercised for less than all of the then-current number of Warrant Units purchasable hereunder, the Company shall, concurrently with the issuance by the Company of the number of Warrant Units for which this Warrant is being exercised, issue a new Warrant exercisable for the acquisition remaining number of Warrant Units purchasable hereunder. It is the intent of the Company that, to the extent that the Holder exercises the Warrant with respect to Warrant Units that were not vested at the time of a dividend or distribution referred to in clause (i) below or an aggregate of Fifty-Five Thousand Acquisition referred to in clause (55,000ii) shares of Tenant’s Series B preferred stockbelow (“Applicable Warrant Units”), which warrant(sthe Holder is entitled to receive a fee in an amount equal to any (i) shall be dividends or distributions that are funded, directly or indirectly, with financing (whether in the form of Exhibit D attached hereto equity or debt or debt-like financing) or sales or transfers of assets outside of the ordinary course of business (but only as to the portion of any such dividends or distributions with respect to the Applicable Warrant Units that are so funded) or (ii) cash consideration in an Acquisition (as defined below), in each case, paid on or after the date hereof with respect to the Common Units. Accordingly, upon exercise of this Warrant solely with respect to Applicable Warrant Units, concurrently with the delivering the Applicable Warrant Units received by the Holder upon such exercise, the Company shall pay the Holder a fee in cash in an amount equal to the amount of any such cash payments made with respect to the Applicable Warrant Units subject to such exercise (i.e., the Warrant Units received by the Holder and/or used by the Holder for a net exercise pursuant to Section 4 hereof), it being agreed and incorporated acknowledged that to the extent any cash consideration was paid for the purchase of Common Units, a payment equal to the amount thereof shall be made to the Holder in lieu of delivering the applicable Warrant Unit (unless the Holder waived this provision with respect to such consideration at the time of the Acquisition). For avoidance of doubt, nothing herein by limits the effect of Section 5 below and, to the extent that the Applicable Warrant Units become Forfeited Units as referred to in Section 5c below, the Holder shall not be entitled to any cash payments pursuant to this referenceparagraph with respect to those Forfeited Units. The warrant(s) person in whose name any certificate or certificates for Warrant Units are to be issued, or to whom such issuance shall have an exercise price per share equal to one hundred twenty-five percent (125%) be recorded in the books and records of the price per share at which Tenant’s Series B preferred stock is issued Company, in its first issuance to one or more institutional investorseach case, and upon exercise of this Warrant shall be exercisable for a period beginning deemed to have become the holder of record of such Warrant Units on the date on which this Warrant was surrendered and payment of issuance and ending on the seventh (7th) anniversary Exercise Price was made, irrespective of the date of issuancedelivery of such certificate or certificates or such recordation, subject as applicable, except that, if the date of such surrender and payment is a date when the unit transfer books of the Company are closed, such person shall be deemed to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by have become the holder of such Warrant Units at the warrant issued hereunder, close of business on the next succeeding date on which such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionsunit transfer books are open.

Warrant. Concurrently with 7.5.1. The Company shall cause its parent company, Nano Dimension Ltd., (the mutual execution of this Lease"Parent"), Tenant shall to issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) Yissum a warrant or warrants registered in (the name "Warrant") to purchase a number of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) ordinary shares of Tenant’s Series B preferred stockthe Parent equal to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of the Parent's outstanding share capital on a fully diluted basis on April 2, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have 2015 at an exercise price per share equal to one hundred twenty-five percent (125%) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]. The Warrant shall be issued subject to the approval of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and board of directors of the Parent. The Warrant shall be exercisable for a period beginning on the date of immediately upon its issuance and ending on may be exercised in parts or in the seventh (7th) anniversary whole. The Warrant must be exercised by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION], and will expire immediately thereafter. Should the Parent's Board not approve the issuance of the date of issuance, subject Warrant to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then Yissum as set forth herein within three (3) months of the Effective Date or the Warrant is not issued within five (5) months from the Effective Date, this Agreement shall be automatically terminated in its entirety and the form of warrant attached hereto as Exhibit D, without further action by Tenant or Parties will revert to being bound by the holder License Agreement. 7.5.2. To the extent required, the Company, at its sole expense, shall retain an independent appraiser to determine the fair market value of the warrant issued hereunderWarrant. The Parent shall pay the VAT as required under applicable law in connection with the grant of the Warrant. 7.5.3. Yissum hereby acknowledges that it is aware, such warrant shall automatically be deemed and that it will advise its directors, officers, employees and representatives who are informed as to entitle the holder to acquirematters which are the subject of this Agreement, in lieu that the applicable securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal issuer or from communicating such information to one hundred twenty-five percent (125%) of the price per share at any other person under circumstances in which Tenant’s Series A preferred stock was previously issued it is reasonably foreseeable that such person is likely to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionspurchase or sell such securities.

Warrant. Concurrently THIS WARRANT (this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and ▇▇ ▇▇▇▇▇▇, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), ▇▇ ▇▇▇▇▇▇, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the mutual execution of this Lease, Tenant shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in terms herein. During the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and shall be exercisable for a period beginning commencing on the date of issuance hereof and ending on the seventh Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (7th) anniversary 100% of the date initial public offering price of issuancethe Shares sold in the Offering); provided, subject to earlier termination however, that upon certain the occurrence of any of the events as specified in Section 5 hereof, the form of warrant. If no Series B preferred stock has been issued rights granted by Tenant to one or more institutional investors within eighteen (18) months after this Warrant, including the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder of the warrant issued hereunder, such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal Share and the number of Shares to one hundred twenty-five percent (125%) of be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price per share in effect at which Tenant’s Series A preferred stock was previously issued the date the Exercise Price is determined, after giving effect to institutional investorsany adjustment pursuant to Section 5. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under Any term not defined herein shall have the laws of England, as meaning ascribed thereto in the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionsUnderwriting Agreement.

Warrant. Concurrently with Subject to Section 7, upon such surrender of Warrants, and payment of the mutual execution of this LeaseWarrant Price as aforesaid, Tenant the Company shall issue and deliver cause to Landlord be delivered with all reasonable dispatch to or Landlord’s designees (which upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the largest number of whole Common Shares so purchased upon the exercise of such Warrants. The Company shall not be required to issue any membersfraction of a share of Common Stock or make any cash or other adjustment except as provided in Section 12 herein, partners, shareholders or affiliates of Landlord or any affiliates in respect of any fraction of a Common Share otherwise issuable upon such members, partners, shareholders surrender. Such certificate or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) certificates shall be in the form of Exhibit D attached hereto deemed to have been issued and incorporated herein by this reference. The warrant(s) shall have an exercise price per share equal any person so designated to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and be named therein shall be exercisable for deemed to have become a period beginning on the date holder of issuance and ending on the seventh (7th) anniversary record of such shares as of the date of issuancethe surrender of such Warrants and payment of the Warrant Price as aforesaid provided, subject however, that if, at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for the Common Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall be opened and until such date the Company shall be under no duty to earlier termination upon certain events deliver any certificate for such shares; provided, further, however, that the transfer books aforesaid, unless otherwise required by law or by applicable role of any national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the shares specified therein at any time prior to the date of expiration of the Warrant, a new Warrant or Warrants will be issued to such registered holder for the remaining number of shares specified in the form of warrant. If no Series B preferred stock has been issued by Tenant Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to one or more institutional investors within eighteen (18) months after countersign and to deliver the mutual execution required new Warrants pursuant to the provisions of this LeaseSection during the Warrant exercise period, then as set forth in and the form of warrant attached hereto as Exhibit DCompany, without further action by Tenant or whenever requested by the holder Warrant exercise period, and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the warrant issued hereunder, Company for such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionspurpose.

Warrant. Concurrently with The Warrant shall provide that, at any time on or prior to the mutual execution twelve month anniversary of this Leasethe Closing, Tenant the holder of the Warrant shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered have the right in the name exercise of Landlord or Landlord’s designee(sits sole and absolute discretion to purchase a 35% equity interest in Newco on a fully diluted basis (the "Best Newco Interest") for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an exercise price per share equal to one hundred twenty-five percent (125%) of $20 million in cash payable upon the exercise of the price per share at which Tenant’s Series B preferred stock is issued Warrant; it being understood and agreed that upon any exercise of such Warrant, SPE shall hold a 65% equity interest in its first issuance to Newco on a fully diluted basis. Upon any exercise of the Warrant, the book capital accounts of Best, on the one or more institutional investorshand, and the entities comprising SPE, on the other, shall be exercisable for adjusted to the extent necessary to result in a period beginning 35:65 ratio. If the Warrant is not exercised on or prior to the date of issuance and ending on the seventh (7th) twelve month anniversary of the date of issuanceClosing, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, it shall automatically expire without further action by Tenant act or instrument. Upon any exercise of the Warrant by the holder of the warrant issued hereunderWarrant, such warrant the holder of the Best Newco Interest shall automatically have certain tag along rights, registration rights, approval rights over sales of all or substantially all of the assets of Newco outside the ordinary course of business (but in the context of an on-going business) and other similar rights on terms reasonably acceptable to SBA; provided, however, that nothing herein shall be deemed to entitle modify the holder sole and exclusive discretion on the part of SPE to acquiremanage Newco and to make such liquidation, management and asset disposition decisions as set forth in paragraphs 4 and 8 above, or to preclude, limit, modify or interfere with SPE's right, in lieu its sole and absolute discretion, to terminate the operation of any or all of the Best Stores or to liquidate all or substantially all of the Best Stores in any such Series B preferred stockmanner as SPE shall determine. Newco shall provide Best or the Entity, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stockwhichever holds the Warrant, with an exercise price per share equal unaudited financial statements on a monthly basis and audited financial statements on a yearly basis. Newco shall also provide Best with copies of any financial information that SBA furnishes to one hundred twenty-five percent (125%) of its lenders with respect to Newco. Upon request by Best or the price per share Entity, whichever holds the Warrant, which request shall be made upon reasonable notice and at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limitedreasonable times, a corporation organized and existing under Newco shall meet with Best or the laws of EnglandEntity, as the entity case may be, to which Landlord’s warrant(s) hereunder should be issued in satisfaction discuss Newco's plans with respect to the Best Stores. On the nine month anniversary of the foregoing Closing, Newco shall furnish a written business plan to Best or the Entity, whichever holds the Warrant; provided, however, that if Newco has notified Best or the Entity, as the case may be, on or prior to such nine month anniversary that it is, has or shall shortly thereafter terminate the operation of all or substantially all of the Best Stores or liquidate all or substantially all of the Best Stores, then Newco shall not be required to deliver such business plan. The Warrant and the definitive documents contemplated by this agreement shall provide that Newco shall make no distributions with respect to the equity interests therein so long as the Warrant shall not have expired, except for tax distributions. The Warrant and the Best Newco Interest shall be held in a manner, as relates to the number of holders, that does not cause Newco to be treated as a "publicly traded partnership" within the meaning of Section 7704 of the Internal Revenue Code; it being understood and agreed that the interests in Best or the Entity, if it is taxable as a corporation, may be distributed to the creditors or equity holders of Best. The Warrant shall contain standard anti-dilution protection and other customary warrant provisions.

Warrant. Concurrently with In consideration of Imagine’s agreement to purchase the mutual execution of this LeaseParticipation Interest, Tenant Wickes shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) Imagine a warrant or warrants registered in (the name “Warrant”) to purchase, at an exercise price of Landlord or Landlord’s designee(s) for $1.00 per share, a number of shares of common stock of Wickes equal to the principal amount of the Additional Term Loan, upon the closing of the acquisition of an aggregate the Participation Interest. The Warrant shall terminate on the later of Fifty-Five Thousand (55,000a) thirty days after receipt by Imagine of written notice from Wickes that the Additional Term Loan has been paid in full (provided it has, in fact, been paid in full), or (b) February 26, 2008. Wickes shall authorize the creation of a sufficient number of common shares and shall agree to reserve such shares for the potential exercise of the Warrant into shares of Tenant’s Series B preferred common stock of Wickes. Imagine shall not have any obligation whatsoever to exercise the Warrant. If, prior to the exercise of the Warrant, Wickes issues any other shares of its common stock, or any instrument convertible into shares of its common stock, or any options, warrants, preferred shares, rights or the like to purchase shares of common stock of Wickes (except for the grant of options to officers, directors and employees of Wickes to purchase up to 1,000,000 shares of common stock, and the exercise of such options by, officers, directors or employees of Wickes; provided, however, that such options may not be exercised if and to the extent the exercise thereof would result in a reduction of Imagine’s, Consolidated National Corporation’s, and R▇▇▇▇▇ ▇. ▇▇▇▇’▇ collective beneficial ownership interest of the outstanding common stock of Wickes to less than 50.1% (excluding all warrants), unless Imagine agrees otherwise in writing), at a price of less than $2.00 per common share of Wickes (excluding the issuance of (a) convertible debt in exchange for Subordinated Notes pursuant to the “Offer” referenced in Paragraph 7 hereof, and (b) rights, pursuant to a rights offering to the then existing shareholders of Wickes, to purchase shares of Wickes on an adjusted basis for $1.00 or more per share, as adjusted, which warrant(s) rights must be issued and exercised between the date hereof and December 15, 2004), the exercise price shall be in automatically reduced and the form number of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an shares of common stock of Imagine issued upon exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series B preferred Warrant shall be automatically increased so that the number of shares of common stock is issuable to Imagine upon exercise of the Warrant shall represent the same percentage of issued in its first issuance to one or more institutional investorsand outstanding shares of common stock, and for the same aggregate consideration, that would have been issuable to Imagine (calculated on a fully diluted basis) if such shares, convertible debt, options, warrants, preferred shares, rights or the like to purchase shares of common stock had not been issued at a price of less than $2.00 per share. Wickes shall be exercisable for a period beginning on the date of issuance grant Imagine customary demand and ending on the seventh (7th) anniversary piggyback registration rights with respect to all of the date shares of issuance, subject Wickes common stock issued pursuant to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder exercise of the warrant issued hereunderWarrant, such warrant shall automatically be deemed to entitle the holder to acquireif it should occur, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) as well as all other shares of Tenant’s Series A preferred stockcommon stock of Wickes owned by Imagine. In addition to the anti-dilution provisions described above, the agreements pertaining to the Warrant shall contain standard anti-dilution provisions with an exercise price per share equal respect to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionssuch Wickes shares.

Warrant. Concurrently with the mutual execution of this Lease, Tenant AZUL Holding and Neeleman shall issue and deliver endeavor their best efforts to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an exercise price per share equal to one hundred twenty-five percent (125%) cause all of the price per share at which TenantOriginal Shareholders holding AZUL Holding’s Series Class B preferred stock is issued in its first issuance to one or more institutional investors, and shall be exercisable for a period beginning on the date of issuance and ending on the seventh Preferred Shares (7th“Class B Shareholders”) anniversary of the date of issuance, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit DA, without further action 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 Tenant or by all Parties after the holder conclusion of the warrant Due Diligences Exercises (“No Transfer Obligation”) and (ii) prepare the annotations of the No Transfer Obligation on AZUL Holding’s Share Registry Book (the “Consentof 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 hereunderby AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, such warrant shall automatically be deemed subject to entitle the holder to acquireSection 6, in lieu of such Series as many Class B preferred stockshares as necessary to comply with the obligations of adjustment of shareholding provided for in Section 6 of this Agreement, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal related to one hundred twenty-five percent (125%) determination of the price per share at which TenantPre-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 Series A preferred stock was previously issued Shareholders in order to institutional investors. Landlord hereby designates its affiliate Kwacker Limitedensure that TRIP’s Shareholders receive from AZUL Holding, a corporation organized and existing under the laws of Englandsubject to Section 8, as many preferred shares as necessary to comply with the entity 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 which Landlord’s warrant(s) hereunder should be issued in satisfaction cause the Class B Shareholders to approve the issuance of the foregoing provisionsSubscription 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.

Warrant. Concurrently The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase or decrease in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the mutual execution terms of this Lease, Tenant shall issue and deliver Section 2(e) to Landlord correct this paragraph (or Landlord’s designees (any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. Notwithstanding anything to the contrary contained herein, the Company shall not effect any membersexercise of this Warrant, partnersand the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, shareholders upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Holder is a member, to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or affiliates (ii) the combined voting power of Landlord the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this Section 2(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any affiliates other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any such membersother securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, partnersincluding without limitation any debt, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) shall right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common Stock would be in aggregated with the form Holder’s for purposes of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an exercise price per share equal to one hundred twenty-five percent (125%Section 13(d) of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and shall be exercisable for a period beginning on the date of issuance and ending on the seventh (7th) anniversary of the date of issuance, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder of the warrant issued hereunder, such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionsExchange Act.

Warrant. Concurrently with the mutual execution of this Lease, Tenant shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and shall be exercisable for a period beginning on the date of issuance and ending on the seventh (7th) anniversary of the date of issuance, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder of the warrant issued hereunder, such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional Institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized organized! and existing under the laws of England, as the entity to which Landlord’s warrant(swarrants) hereunder should be issued in satisfaction of the foregoing provisions.

Warrant. Concurrently (a) For so long as the Warrant issued to a Warrant Holder remains exercisable in accordance with the mutual execution of its terms and conditions, such Warrant Holder (i) agrees to be bound by this LeaseAgreement and shall comply with all obligations and restrictions applicable to a Shareholder, Tenant shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(sii) shall be entitled to any and all rights and privileges (including dividend rights, rights to receive notice to and materials of and to participate in Shareholders’ meeting, information and inspection rights, pre-emptive rights, right of first refusal, right of co-sale, drag-along right, liquidation preference and redemption rights) applicable to a Shareholder and/or holder of Preferred Shares, in each case of (i) and (ii), as if all of the form Shares for which the Warrant held by such Warrant Holder is exercisable have been issued to and are held by such Warrant Holder (and for such purpose, references to Shareholders under this Agreement shall include the Warrant Holders, and reference to Shares or Preferred Shares under this Agreement shall include the Shares or Preferred Shares underlying the Warrants). (b) Upon the full or partial exercise of Exhibit D attached hereto and incorporated herein a Warrant issued to a Warrant Holder, such Warrant Holder will be bound by this referenceAgreement as a Shareholder without any further action. The warrant(sIf any Person other than a Warrant Holder proposes to become a Shareholder through the exercise of a Warrant held by such Warrant Holder, such Warrant Holder shall cause such Person to execute a Deed of Adherence and become a party to, and be bound by, this Agreement as a Shareholder. For the avoidance of doubt, a Warrant Holder will, after giving notice of exercise of its Warrant, continue to be entitled to its rights as a Warrant Holder hereunder until the Warrant Holder (or its designated Person) shall have an exercise price per share equal to one hundred twenty-five percent (125%) has been duly recorded as a shareholder of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and shall be exercisable for a period beginning on Company. (c) If the date of issuance and ending on the seventh (7th) anniversary of the date of issuance, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution contexts of this LeaseAgreement distinguish between Shareholders of different series of Shares, then as set forth in or require the form calculation of warrant attached hereto as Exhibit Da Shareholder’s shareholding percentage, without further action by Tenant or by the holder of the warrant issued hereunder, such warrant each Warrant Holder shall automatically be deemed to entitle hold such series and number of Shares that such Warrant Holder is entitled to receive upon the holder to acquireexercise of its Warrant in full. (d) To the extent that any Warrant Holder or any of its Affiliates holds any equity interest in the Domestic Company, in lieu such Warrant Holder shall, or shall procure any relevant Affiliate of such Series B preferred stockWarrant Holder to, as applicable, perform all its obligations under the Control Documents to which it is a party. Each such Warrant Holder agrees to indemnify and hold harmless the Company, its Affiliates and the Shareholders against any losses, claims, damages or liabilities arising out of or in connection with any breach by it or its Affiliate (as the case may be) of any Control Document to which it is a party. (e) Notwithstanding anything else to the contrary, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal Excluded Warrant Holder shall not be entitled to one hundred twenty-five percent (125%) any of the price per share at which Tenant’s Series A preferred stock was previously issued rights or privileges applicable to institutional investors. Landlord hereby designates a Shareholder or an Investor under this Agreement or the Restated Articles, unless and until such Excluded Warrant Holder has exercise its affiliate Kwacker Limited, Warrant and be bound by this Agreement as a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionsShareholder.