INDEMNITY AGREEMENTIndemnity Agreement • October 22nd, 2020 • Zanite Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT is made as of [ ], 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Zanite Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2020 • Zanite Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 16, 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Zanite Acquisition Corp., a Delaware corporation (the “Company”), Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and, collectively, the “Holders”).
UNDERWRITING AGREEMENT between ZANITE ACQUISITION CORP. and BTIG, LLC Dated November 16, 2020Underwriting Agreement • November 19th, 2020 • Zanite Acquisition Corp. • Blank checks • New York
The undersigned, Zanite Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • November 19th, 2020 • Zanite Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of November 16, 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent” and also referred to herein as the “Transfer Agent”).
Zanite Acquisition Corp.Zanite Acquisition Corp. • October 22nd, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 7, 2020 by and between Zanite Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Zanite Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 22nd, 2020 • Zanite Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as amended, supplemented or otherwise modified from time to time, and including all exhibits referenced herein, this “Agreement”), is entered into by and among Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Zanite Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Zanite Acquisition Corp. 25101 Chagrin Boulevard Suite 350 Cleveland, Ohio 44122Letter Agreement • November 19th, 2020 • Zanite Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Zanite Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospect
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • November 19th, 2020 • Zanite Acquisition Corp. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made effective as of November 16, 2020 by and between Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2022 • Eve Holding, Inc. • Aircraft • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 9, 2022, is made and entered into by and among Eve Holding, Inc. (formerly known as Zanite Acquisition Corp.), a Delaware corporation (the “Company”), Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Embraer Aircraft Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Embraer S.A. (“EAH”), the executive officers and directors of the Company as of immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement and the other members of the Sponsor identified on the signature pages hereto (such executive officers, directors and members, collectively, the “Zanite Insiders” and, collectively with the Sponsor, EAH and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • November 12th, 2020 • Zanite Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of [ ], 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent” and also referred to herein as the “Transfer Agent”).
Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.Eve Holding, Inc. • January 30th, 2023 • Aircraft
The BRAZILIAN DEVELOPMENT BANK – BNDES, also acting as Financial Agent of the National Fund on Climate Change (FNMC), established by Law no. 12.114, of December 9, 2009, herein referred to simply as the BNDES, a federal public company, with headquarters in Brasília, Federal District, and services in this City, at Avenida República do Chile nº 100, enrolled under CNPJ no. [***], by its undersigned representatives; and
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 19th, 2020 • Zanite Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 16, 2020 (as amended, supplemented or otherwise modified from time to time, and including all exhibits referenced herein, this “Agreement”), is entered into by and among Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Zanite Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. SECOND AMENDMENT TO THE MASTER SERVICES AGREEMENT...Master Services Agreement • August 8th, 2023 • Eve Holding, Inc. • Aircraft
THIS Second Amendment (“Amendment 2”) to the Master Services Agreement between Embraer S.A. and Eve UAM, LLC dated December 14, 2021 (the “Original Agreement”) is made and entered this in 30th of June of 2023 by and between:
Eve Holding, Inc.Letter Agreement • January 16th, 2024 • Eve Holding, Inc. • Aircraft • Florida
This letter agreement (this “Letter Agreement”) between you and Eve Holding, Inc. (the “Company”) sets forth the terms of your termination of employment, and resignation from all positions with the Company (other than as a member of the Board of Directors of the Company (the “Board”). Reference is made to (i) your Employment Agreement with the Company, dated September 14, 2021 (the “Employment Agreement”) and (iv) your Restricted Stock Unit Award Agreement, dated May 9, 2022 (the “Award Agreement”). Please countersign and date this Letter Agreement and return it to me prior to January 16, 2024. In addition, to receive the payments set forth in Paragraph 2 of this Letter Agreement, please execute the Release of Claims Agreement, which is attached hereto as Annex A (the “Release”), within twenty-one (21) days following the Separation Date (as defined below), but not sooner than the Separation Date. By doing so, the Company and you for good and valuable consideration, hereby agree as foll
BUSINESS COMBINATION AGREEMENT by and among ZANITE ACQUISITION CORP., EVE UAM, LLC, EMBRAER AIRCRAFT HOLDING, INC. and EMBRAER S.A. dated as of December 21, 2021Master Services Agreement • February 15th, 2022 • Zanite Acquisition Corp. • Aircraft • Delaware
This Business Combination Agreement, dated as of December 21, 2021 (this “Agreement”), is made and entered into by and among Zanite Acquisition Corp., a Delaware corporation (“Zanite”), EVE UAM, LLC, a Delaware limited liability company (the “Company”), Embraer S.A., a Brazilian corporation (sociedade anônima) (“Embraer”), and Embraer Aircraft Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Embraer (“EAH”). Zanite, the Company, Embraer and EAH are referred to herein individually as a “Party” and collectively as the “Parties.”
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] SUPPLY AGREEMENT REFERENCE GDN0181-23 /...Supply Agreement • October 13th, 2023 • Eve Holding, Inc. • Aircraft
This Supply Agreement, effective as of August 31st 2023 (“Effective Date”), is made and entered into by and between EVE UAM, LLC, a limited liability company organized under the laws of the State of Delaware, United States, having its principal place of business at 1400 General Aviation Drive, Melbourne, FL 32935, United States (“Buyer” or “Buyer Group”), and Embraer S.A., a company existing under the laws of Federative Republic of Brazil and having its principal place of business at Avenida Brigadeiro Faria Lima, 2170, in the city of São José dos Campos, State of São Paulo, Brazil (“Supplier”), is in regard to the manufacture and supply of certain aeronautical products for use in the Buyer EVE-100 Program (as defined below).
AMENDMENT TO THE SUBSCRIPTION AGREEMENTThe Subscription Agreement • April 5th, 2022 • Zanite Acquisition Corp. • Aircraft
This Amendment to the Subscription Agreement (this “Amendment”) is entered into as of April 4, 2022, by and among Zanite Acquisition Corp., a Delaware corporation (“Issuer”) and Embraer Aircraft Holding, Inc. (“Investor” and together with Issuer, the “Parties”). Capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the Subscription Agreement (as defined below).
SECOND AMENDMENT TO THE SUPPLY AGREEMENT GDN0094-23 THIS DOCUMENT REFERENCE GDN0328-23Supply Agreement • March 8th, 2024 • Eve Holding, Inc. • Aircraft
This Second Amendment (“Amendment”) is made and entered to be effective as of the 20th of December, 2023 (“Effective Date”), by and between EVE UAM, LLC., a limited liability company organized under the laws of the State of Delaware, United States, having its principal place of business at 1400 General Aviation Drive, Melbourne, FL 32935, United States (“EVE”) and Embraer S.A., a corporation existing under the laws of the Federative Republic of Brazil, having its principal place of business at Avenida Brigadeiro Faria Lima, 2170, in the city of São José dos Campos, State of São Paulo, Brazil (“Embraer”) acting on behalf of Eve pursuant to the Master Services Agreement (defined below) (where the context requires, Eve and Embraer collectively, the “Buyer” or “Buyer Group”), and BAE Systems Controls Inc., a company existing under the laws of the state of Delaware and having its principal place of business at 1098 Clark Street, Endicott, New York, 13760 (“Supplier”), is in regard to the Su
INTERCOMPANY LOANIntercompany Loan • March 8th, 2024 • Eve Holding, Inc. • Aircraft • Florida
Lender will loan Borrower the aggregate amount of up to USD 81,000,000.00 (eighty one million United States dollar) (“Total Amount”) which may be disbursed in one or more payments until August 30, 2022.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2022 • Eve Holding, Inc. • Aircraft • Florida
This Employment Agreement (this “Agreement”) is made and entered into as of September 14, 2021 (the “Effective Date”), by and among Embraer Aircraft Holding, Inc. (the “Company”), together with its respective subsidiaries, and, on and after the Closing Date (as defined below), Newco (as defined below), the “Company Group”) Embraer S.A. (“Embraer”) solely with respect to Section 11 hereof, and Gerard J. DeMuro (“Executive” and, together with the Company and Parent, the “Parties”).
TAX RECEIVABLE AGREEMENT between EVE HOLDING, INC. and EMBRAER AIRCRAFT HOLDING, INC. Dated as of May 9, 2022Tax Receivable Agreement • May 13th, 2022 • Eve Holding, Inc. • Aircraft • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of May 9, 2022, and is between Eve Holding, Inc., a Delaware corporation (“PubCo” or the “Corporate Taxpayer”), and Embraer Aircraft Holding, Inc., a Delaware corporation (“Eagle US” ).
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] SUPPLY AGREEMENT REFERENCE GDN0094-23...Supply Agreement • June 23rd, 2023 • Eve Holding, Inc. • Aircraft
This Supply Agreement, effective as of June 16th, 2023 (“Effective Date”), is made and entered into by and between EVE UAM, LLC., a limited liability company organized under the laws of the State of Delaware, United States, having its principal place of business at 1400 General Aviation Drive, Melbourne, FL 32935, United States (“EVE”) and Embraer S.A., a corporation existing under the laws of the Federative Republic of Brazil, having its principal place of business at Avenida Brigadeiro Faria Lima, 2170, in the city of São José dos Campos, State of São Paulo, Brazil (“Embraer”), and BAE Systems Controls Inc., a company existing under the laws of the state of Delaware and having its principal place of business at 1098 Clark Street, Endicott, New York, 13760 (“Supplier”), is in regard to the manufacture and supply of certain aeronautical products for use in the Buyer EVE-100 Program (as defined below).
SUPPLY AGREEMENT REFERENCE GDN0132-23 between EVE UAM, LLC and EMBRAER S.A. and Nidec Aerospace LLCSupply Agreement • June 23rd, 2023 • Eve Holding, Inc. • Aircraft
This Supply Agreement, effective as of June 16th, 2023 (“Effective Date”), is made and entered into by and between EVE UAM, LLC., a limited liability company organized under the laws of the State of Delaware, United States, having its principal place of business at 1400 General Aviation Drive, Melbourne, FL 32935, United States and Embraer S.A., a corporation existing under the laws of the Federative Republic of Brazil, having its principal place of business at Avenida Brigadeiro Faria Lima, 2170, in the city of São José dos Campos, State of São Paulo, Brazil (“Buyer” or “Buyer Group”), and Nidec Aerospace LLC, a company existing under the laws of Delaware, United States of America and having its principal place of business at 8050 West Florissant Avenue, Ferguson, Missouri 63136, USA (“Supplier”), is in regard to the manufacture and supply of certain aeronautical products for use in the Buyer EVE-100 Program (as defined below).
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] SUPPLY AGREEMENT REFERENCE GDN0097-23...Supply Agreement • June 23rd, 2023 • Eve Holding, Inc. • Aircraft
This Supply Agreement, effective as of May 22nd, 2023 (“Effective Date”), is made and entered into by and between EVE UAM, LLC, a limited liability company organized under the laws of the State of Delaware, United States, having its principal place of business at 1400 General Aviation Drive, Melbourne, FL 32935, United States and Embraer S.A., a corporation existing under the laws of the Federative Republic of Brazil, having its principal place of business at Avenida Brigadeiro Faria Lima, 2170, in the city of São José dos Campos, State of São Paulo, Brazil (“Buyer” or “Buyer Group”), And SOCIETE DUC (t/a DUC Hélices Propellers), a corporation existing under the laws of the French Republic, having its principal place of business at 289 Avenue Odette et Edouard Durand, Frontenas, 69620, France (“Supplier”), is in regard to the manufacture and supply of certain aeronautical products for use in the Buyer EVE-100 Program (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2023 • Eve Holding, Inc. • Aircraft
This Employment Agreement (this “Agreement”) is made and entered into as of September 29th, 2023 (the “Effective Date”), by and among Eve Soluções de Mobilidade Aérea Urbana Ltda. (the “Company”) and Eve Holding, Inc. (“Eve Holding” and, together with its subsidiaries, the “Company Group”), and Johann Christian Jean Charles Bordais (“Executive” and, together with the Company and Eve Holding, the “Parties”).
ZANITE ACQUISITION CORP. 25101 Chagrin Boulevard Suite 350 Cleveland, Ohio 44122Letter Agreement • October 22nd, 2020 • Zanite Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor”), dated as of [ ], 2020, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ZANITE ACQUISITION CORP. 25101 Chagrin Boulevard Suite 350 Cleveland, Ohio 44122Letter Agreement • November 19th, 2020 • Zanite Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor”), dated as of November 16, 2020, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
TAX SHARING AGREEMENTTax Sharing Agreement • May 13th, 2022 • Eve Holding, Inc. • Aircraft • Delaware
This Tax Sharing Agreement (this “Agreement”) is made and entered into as of May 9, 2022, by and between EMBRAER AIRCRAFT HOLDING, INC., a Delaware corporation (“Embraer U.S.”), for and on behalf of itself and each Embraer U.S. Affiliate (as defined below), and EVE HOLDING, INC., a Delaware corporation (the “Company”), for and on behalf of itself and each Company Affiliate (as defined below).
FIRST AMENDMENT TO THE SUPPLY AGREEMENT GDN0094-23 THIS DOCUMENT REFERENCE GDN0163-23Supply Agreement • March 8th, 2024 • Eve Holding, Inc. • Aircraft
This First Amendment (“Amendment”) is made and entered to be effective as of the July 12th, 2023 (“Effective Date”), by and between EVE UAM, LLC., a limited liability company organized under the laws of the State of Delaware, United States, having its principal place of business at 1400 General Aviation Drive, Melbourne, FL 32935, United States (“EVE”) and Embraer S.A., a corporation existing under the laws of the Federative Republic of Brazil, having its principal place of business at Avenida Brigadeiro Faria Lima, 2170, in the city of São José dos Campos, State of São Paulo, Brazil (“Embraer”), and BAE Systems Controls Inc., a company existing under the laws of the state of Delaware and having its principal place of business at 1098 Clark Street, Endicott, New York, 13760 (“Supplier”), is in regard to the Supply Agreement ref. GDN0094-23 entered into by EVE, Embraer and Supplier on June 16th, 2023 for the supply of certain equipment and related services, as amended from time to time
STOCKHOLDERS AGREEMENTStockholders Agreement • May 13th, 2022 • Eve Holding, Inc. • Aircraft • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into as of May 9, 2022 (the “Effective Date”), by and among Eve Holding, Inc., a Delaware corporation (the “Company”), Embraer Aircraft Holding, Inc., a Delaware corporation (“EAH”), and, solely for purposes of Sections 2.1, 2.5(b), 2.10 and 4.4, Article VI and Article VIII, Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with Company and EAH, the “Parties”, and each a “Party”).
FIRST AMENDMENT TO THE INTERCOMPANY LOANThe Intercompany Loan • March 8th, 2024 • Eve Holding, Inc. • Aircraft
This amendment (“First Amendment”) is made and entered to be effective at August 1, 2023 (“Effective Date”), by and between Eve UAM, LLC, a Delaware limited liability company with its principal place of business in Florida (“Eve” or “Lender”) and EMBRAER AIRCRAFT HOLDING, INC, a Delaware corporation with its principal place of business in Florida (“EAH” or “Borrower”), regarding the Intercompany Loan entered into by Eve and EAH on or about August 1, 2022, as amended from time to time (“Original Agreement”).
