AZUL S.A. [ ] Preferred Shares, including Preferred Shares in the Form of American Depositary Shares Underwriting and Placement AgreementBrazilian Underwriting Agreement • September 14th, 2017 • Azul Sa • Air transportation, scheduled • New York
Each of the entities listed on Schedule 1 hereto (collectively, the “Selling Shareholders”), as shareholders of Azul S.A. (the “Company”), a sociedade por ações organized under the laws of the Federative Republic of Brazil (“Brazil”), propose to sell to the several underwriters named in Schedule 2 hereto (the “International Underwriters”), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Itau BBA USA Securities, Inc. are acting as representatives (collectively, the “Representatives”), an aggregate of [ ] American Depositary Shares (the “Firm ADSs”), each representing three preferred shares, no par value, of the Company (the “International Firm Shares”).
