Common use of Indemnifications up to the Adjustment - Indemnifications Date Clause in Contracts

Indemnifications up to the Adjustment - Indemnifications Date. Between the Date of Execution and the Adjustment - Indemnifications Date, any obligation to indemnify of AZUL Holding, pursuant to Section 8.1, shall be temporarily suspended and may not be required by any of TRIP’s Shareholders’ Indemnifiable Parties, except as set forth below: (i) Pursuant to Sections 8.2.1(b) and 8.5, up to the Adjustment - Indemnifications Date, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of TRIP’s Shareholders. Conversely, the Parties shall in good faith determine the total amount of Losses with Cash Outflow of AZUL Holding. In the event that the Total Losses of Parties up to the Adjustment - Indemnifications Date are positive in favor of TRIP’s Shareholders’ Indemnifiable Parties (that is, the Losses With Cash Outflow of TRIP’s Shareholders overcome the Losses With Cash Outflow of AZUL Holding), then TRIP’s Shareholders shall have the right to exercise, within 4 (four) days after the announcement of the Total Loss of Parties up to the Date of Adjustment - Indemnification, the TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment, in order to receive, on a prorated basis and proportionally to their stake in the share capital of AZUL Holding, the number of Class B preferred shares as per the formula set forth below: ARP = (PPIAT - PPIAH) / VPAPI x. XXX: Total number of Class B preferred shares to be issued, within 4 (four) days after the Deadline, by AZUL Holding as a result of the exercise of TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment.

Indemnifications up to the Adjustment - Indemnifications Date. Between the Date of Execution and the Adjustment - —Indemnifications Date, any obligation to indemnify of AZUL Holding, pursuant to Section 8.1, shall be temporarily suspended and may not be required by any of TRIP’s Shareholders’ Indemnifiable Parties, except as set forth below: (i) Pursuant to Sections 8.2.1(b) and 8.5, up to the Adjustment - Adjustment—Indemnifications Date, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of TRIP’s Shareholders. Conversely, the Parties shall in good faith determine the total amount of Losses with Cash Outflow of AZUL Holding. In the event that the Total Losses of Parties up to the Adjustment - Adjustment—Indemnifications Date are positive in favor of TRIP’s Shareholders’ Indemnifiable Parties (that is, the Losses With Cash Outflow of TRIP’s Shareholders overcome the Losses With Cash Outflow of AZUL Holding), then TRIP’s Shareholders shall have the right to exercise, within 4 (four) days after the announcement of the Total Loss of Parties up to the Date of Adjustment - – Indemnification, the TRIP’s Shareholders Subscription Warrants - – Indemnifications Adjustment, in order to receive, on a prorated basis and proportionally to their stake in the share capital of AZUL Holding, the number of Class B preferred shares as per the formula set forth below: ARP = (PPIAT - – PPIAH) / VPAPI x. XXX: Total number of Class B preferred shares to be issued, within 4 (four) days after the Deadline, by AZUL Holding as a result of the exercise of TRIP’s Shareholders Subscription Warrants - – Indemnifications Adjustment.

Indemnifications up to the Adjustment - Indemnifications Date. Between the Date of Execution and the Adjustment - Adjustment—Indemnifications Date, any obligation to indemnify of AZUL HoldingTRIP’s Shareholders, pursuant to Section 8.1, shall be temporarily suspended and may not be required by any of TRIPAZUL Holding’s Shareholders’ Indemnifiable PartiesParty, except as set forth below: (i) Pursuant Subject to Sections 8.2.1(b) and the provisions of Section 8.5, up to the Adjustment - —Indemnifications Date, the Parties shall determine in good faith the total amount of Losses with indemnifiable by TRIP’s Shareholders, as provided in Section 8.1 and updated by the CDI, which effectively generated a cash outflow on the part of the AZUL Holding’s Indemnifiable Parties within the period between the Date of Execution and the Adjustment —Indemnifications Date (the “Losses With Cash Outflow of TRIP’s ShareholdersAZUL Holding”). Conversely, the Parties shall in good faith determine the total amount of Losses with Cash Outflow of losses indemnifiable by AZUL Holding. In , as provided in Section 8.2 below and updated by the event that CDI, which effectively generated a cash outflow on the Total Losses of Parties up to the Adjustment - Indemnifications Date are positive in favor part of TRIP’s Shareholders’ Indemnifiable Parties within the period between the Date of Execution and the Adjustment—Indemnifications Date (that is, the “Losses With Cash Outflow of TRIP’s Shareholders”). The sum of Losses With Cash Outflow of AZUL Holding and Losses With Cash Outflow of TRIP’s Shareholders overcome are referred to as the Losses With Cash Outflow of AZUL Holding), then TRIP’s Shareholders shall have the right to exercise, within 4 (four) days after the announcement of the “Total Loss of Parties up to the Date of Adjustment - Indemnification, the TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment, in order to receive, on a prorated basis and proportionally to their stake in the share capital of AZUL Holding, the number of Class B preferred shares as per the formula set forth below: ARP = (PPIAT - PPIAH) / VPAPI x. XXX: Total number of Class B preferred shares to be issued, within 4 (four) days after the Deadline, by AZUL Holding as a result of the exercise of TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment.the