Common use of Number of Shares to Be Issued Clause in Contracts

Number of Shares to Be Issued. The Company shall issue as many new Shares as necessary to comply with the provisions of Section 4.3.1 of this Subscription Warrant. 4.3.1. On the Adjustment - Indemnifications Date, pursuant to Section 8 of the Investment Agreement, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of AZUL Holding, as well as the total amount of Losses with Cash Outflow of TRIP’s Shareholders, as defined in Section 8.1.1(a)(i) of the Investment Agreement. In the event that the Losses with Cash Outflow of AZUL Holding exceed the Losses with Cash Outflow of TRIP’s Shareholders, through the exercise of this Subscription Warrant, the Company shall issue in favor of the Holder, a number of preferred shares as per the formula set forth below: ARP = (PPIAH - PPIAT) / VPAPI x. XXX: Total number of AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or other preferred shares whose rights and privileges are equivalent to those of the current AZUL Holding’s Class A Preferred Shares - Post-Private placement) to be issued within 4 (four) days from the Adjustment - Indemnifications Date by AZUL Holding as a result of the exercise of this Subscription Warrant; b. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment - Indemnifications Date, updated by the CDI; c. PPIAT: Total amount of Losses With Cash Outflow of TRIP’s Shareholders as of the Adjustment - Indemnifications Date, updated by the CDI; and d. 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, [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. 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$ [*****] US Dollars). 4.3.2. If on the Adjustment - Indemnifications Date, the Losses with Cash Outflow of AZUL Holding are equal to or lower than the Losses with Cash Outflow of TRIP’s Shareholders, this Subscription Warrant will not be exercisable, and the Holder shall not have the rights guaranteed by this instrument.

Number of Shares to Be Issued. The Company shall issue as many new Shares as necessary to comply with the provisions of Section 4.3.1 of this Subscription Warrant. 4.3.1. On the Adjustment - Indemnifications Date, pursuant to Section 8 of the Investment Agreement, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of AZUL Holding, as well as the total amount of Losses with Cash Outflow of TRIP’s Shareholders, as defined in Section 8.1.1(a)(i) of the Investment Agreement. In the event that the Losses with Cash Outflow of AZUL Holding exceed the Losses with Cash Outflow of TRIP’s Shareholders, through the exercise of this Subscription Warrant, the Company shall issue in favor of the Holder, a number of preferred shares as per the formula set forth below: ARP = (PPIAH - PPIAT) / VPAPI x. XXX: Total number of AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or other preferred shares whose rights and privileges are equivalent to those of the current AZUL Holding’s Class A Preferred Shares - Post-Private placement) to be issued within 4 (four) days from the Adjustment - Indemnifications Date by AZUL Holding as a result of the exercise of this Subscription Warrant; b. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment - Indemnifications Date, updated by the CDI; c. PPIAT: Total amount of Losses With Cash Outflow of TRIP’s Shareholders as of the Adjustment - Indemnifications Date, updated by the CDI; and d. 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, [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. 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$ [*****] US Dollars)]. 4.3.2. If on the Adjustment - Indemnifications Date, the Losses with Cash Outflow of AZUL Holding are equal to or lower than the Losses with Cash Outflow of TRIP’s Shareholders, this Subscription Warrant will not be exercisable, and the Holder shall not have the rights guaranteed by this instrument.

Number of Shares to Be Issued. The Company shall issue as many new Shares as necessary to comply with the provisions of Section 4.3.1 of this Subscription Warrant. 4.3.1. On the Adjustment - Indemnifications Date, pursuant to Section 8 of the Investment Agreement, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of AZUL HoldingTRIP’s Shareholders, as well as the total amount of Losses with Cash Outflow of TRIP’s ShareholdersAZUL Holding, as defined in Section 8.1.1(a)(i) of the Investment Agreement. In the event that the Losses with Cash Outflow of AZUL Holding TRIP’s Shareholders exceed the Losses with Cash Outflow of TRIP’s ShareholdersAZUL Holding, through the exercise of this Subscription Warrant, the Company shall issue in favor of the HolderHolders, on a prorated basis and proportionally to their stake in the share capital of the Company held by the Holders, a number of preferred shares as per the formula set forth below: ARP = (PPIAH PPIAT - PPIATPPIAH) / VPAPI x. XXX: Total number of AZUL Holding’s Class A Preferred Shares - Post-Post- Private Placement (or other preferred shares whose rights and privileges are equivalent to those of the current AZUL Holding’s Class A Preferred Shares - Post-Private placement) to be issued within 4 (four) days from the Adjustment - Indemnifications Date Date, by AZUL Holding Holding, as a result of the exercise of this Subscription Warrant;; [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. b. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment - Indemnifications Date, updated by the CDI; c. PPIAT: Total amount of Losses With Cash Outflow of TRIP’s Shareholders as of the Adjustment - Indemnifications Date, updated by the CDI; and d. 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, [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. 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$ [*****] US Dollars). 4.3.2. If on the Adjustment - Indemnifications Date, the Losses with Cash Outflow of AZUL Holding TRIP’s Shareholders are equal to or lower than the Losses with Cash Outflow of TRIP’s ShareholdersAZUL Holding, this Subscription Warrant will not be exercisable, and the Holder Holders shall not have the rights guaranteed by this instrument.

Number of Shares to Be Issued. The Company shall issue as many new Shares as necessary to comply with the provisions of Section 4.3.1 of this Subscription Warrant. 4.3.1. On the Adjustment - – Indemnifications Date, pursuant to Section 8 of the Investment Agreement, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of AZUL HoldingTRIP’s Shareholders, as well as the total amount of Losses with Cash Outflow of TRIP’s ShareholdersAZUL Holding, as defined in Section 8.1.1(a)(i) of the Investment Agreement. In the event that the Losses with Cash Outflow of AZUL Holding TRIP’s Shareholders exceed the Losses with Cash Outflow of TRIP’s ShareholdersAZUL Holding, through the exercise of this Subscription Warrant, the Company shall issue in favor of the HolderHolders, on a prorated basis and proportionally to their stake in the share capital of the Company held by the Holders, a number of preferred shares as per the formula set forth below: ARP = (PPIAH - PPIATPPIAT – PPIAH) / VPAPIVPAPI [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. x. XXX: Total number of AZUL Holding’s Class A Preferred Shares - – Post-Private Placement (or other preferred shares whose rights and privileges are equivalent to those of the current AZUL Holding’s Class A Preferred Shares - – Post-Private placement) to be issued within 4 (four) days from the Adjustment - – Indemnifications Date Date, by AZUL Holding Holding, as a result of the exercise of this Subscription Warrant; b. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment - – Indemnifications Date, updated by the CDI; c. PPIAT: Total amount of Losses With Cash Outflow of TRIP’s Shareholders as of the Adjustment - – Indemnifications Date, updated by the CDI; and d. 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, [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. 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$ [*****] US Dollars). 4.3.2. If on the Adjustment - – Indemnifications Date, the Losses with Cash Outflow of AZUL Holding TRIP’s Shareholders are equal to or lower than the Losses with Cash Outflow of TRIP’s ShareholdersAZUL Holding, this Subscription Warrant will not be exercisable, and the Holder Holders shall not have the rights guaranteed by this instrument.

Number of Shares to Be Issued. The Company shall issue as many new Shares as necessary to comply with the provisions of Section 4.3.1 of this Subscription Warrant. 4.3.1. On the Adjustment - Indemnifications Date, pursuant to Section 8 of the Investment Agreement, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of AZUL HoldingTRIP’s Shareholders, as well as the total amount of Losses with Cash Outflow of TRIP’s ShareholdersAZUL Holding, as defined in Section 8.1.1(a)(i) of the Investment Agreement. In the event that the Losses with Cash Outflow of AZUL Holding TRIP’s Shareholders exceed the Losses with Cash Outflow of TRIP’s ShareholdersAZUL Holding, through the exercise of this Subscription Warrant, the Company shall issue in favor of the HolderHolders, on a prorated basis and proportionally to their stake in the share capital of the Company held by the Holders, a number of preferred shares as per the formula set forth below: ARP = (PPIAH PPIAT - PPIATPPIAH) / VPAPI x. XXX: Total number of AZUL Holding’s Class A Preferred Shares - Post-Post- Private Placement (or other preferred shares whose rights and privileges are equivalent to those of the current AZUL Holding’s Class A Preferred Shares - Post-Private placement) to be issued within 4 (four) days from the Adjustment - Indemnifications Date Date, by AZUL Holding Holding, as a result of the exercise of this Subscription Warrant;; [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. b. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment - Indemnifications Date, updated by the CDI; c. PPIAT: Total amount of Losses With Cash Outflow of TRIP’s Shareholders as of the Adjustment - Indemnifications Date, updated by the CDI; and d. 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, [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. 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$ [*****] US Dollars)]. 4.3.2. If on the Adjustment - Indemnifications Date, the Losses with Cash Outflow of AZUL Holding TRIP’s Shareholders are equal to or lower than the Losses with Cash Outflow of TRIP’s ShareholdersAZUL Holding, this Subscription Warrant will not be exercisable, and the Holder Holders shall not have the rights guaranteed by this instrument.