Common use of TRANSITION COMMITTEE Clause in Contracts

TRANSITION COMMITTEE. From the Date of Execution until the Date of Merger, AZUL and TRIP shall form a transition committee, composed of [*****] (the “Transition Committee”), being the Chairman of the Transition Committee appointed by [*****] The Transition Committee shall be responsible for implementing all necessary managerial premises and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement), necessary for AZUL and TRIP to benefit from the synergies arising out of the Transaction, it being agreed that all resolutions shall be passed based on unanimity. During the operation of the Transition Committee, AZUL Holding and TRIP will maintain their operational and managerial independence, and synergies and cost reductions eventually provided by the Transaction shall only occur subject to the unanimous decision of the Transition Committee. The Transition Committee shall be extinct by mutual agreement of the Parties or on the date on which the Airline Approval Certificate of TRIP or AZUL is cancelled. 4.2.1. After the Date of Merger, the Transition Committee shall continue to be comprised of [*****], and shall continue being responsible for implementing all necessary managerial premises and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement) to integrate the companies and benefit from the synergies and cost reductions provided by the Transaction. After the Date of Merger, the matters related to the Transition Committee shall be discussed and decided by the majority of its members, and in case of a deadlock, the [*****] shall have a casting vote. AZUL Holding, TRIP, and TRIP’s Shareholders shall take all actions necessary and sufficient (including, but not limited to, corporate related actions, such as the approval by the general shareholders’ meeting, and/or the board of directors, as the case may be) for such decisions of the Transition Committee to be implemented as soon as possible. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

TRANSITION COMMITTEE. From Prior to the Date of Execution until Effective Time, the Date of Merger, AZUL and TRIP Parties shall form establish a transition committee, composed of [*****] committee (the “Transition Committee”)) that shall consist of an equal number of members designated by Emergent and Aptevo at all times, being with each Party having the Chairman of right to replace the Transition Committee appointed members delegated by [*****] it from time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Emergent and Aptevo (in a total number determined from time to time by the Parties). The Transition Committee shall be responsible for implementing monitoring and managing all necessary managerial premises and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement), necessary for AZUL and TRIP matters related to benefit from the synergies arising out any of the Transaction, it being agreed that all resolutions shall be passed based on unanimity. During the operation of the Transition Committee, AZUL Holding and TRIP will maintain their operational and managerial independence, and synergies and cost reductions eventually provided transactions contemplated by the Transaction shall only occur subject to the unanimous decision of the Transition Committeethis Agreement or any Ancillary Agreements. The Transition Committee shall have the authority to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be extinct described in any Ancillary Agreements, with each such subcommittee comprised of an equal number of members representing each Party, and each such subcommittee having such scope of responsibility as may be determined by mutual agreement of the Parties or on the date on which the Airline Approval Certificate of TRIP or AZUL is cancelled. 4.2.1. After the Date of Merger, the Transition Committee shall continue from time to be comprised time; (b) delegate to any such committee any of [*****]the powers of the Transition Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittees, and to modify or reverse any such delegations. The Transition Committee shall continue being responsible establish general procedures for implementing all necessary managerial premises managing the responsibilities delegated to it under this Section 2.14, and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement) may modify such procedures from time to integrate the companies and benefit from the synergies and cost reductions provided time. All decisions by the Transaction. After the Date of Merger, the matters related to the Transition Committee or any subcommittee thereof shall be discussed and decided by the effective only with majority of its membersapproval, and in case of a deadlock, the [*****] shall have a casting vote. AZUL Holding, TRIP, and TRIP’s Shareholders shall take all actions necessary and sufficient (including, but not limited to, corporate related actions, any such as approval must include the approval by the general shareholders’ meeting, and/or the board of directors, as the case may be) for such decisions at least one member of the Transition Committee designated by Emergent and at least one member of the Transition Committee designated by Aptevo. The Parties shall utilize the procedures set forth in Article VIII to be implemented resolve any matters as soon as possible. [*****] Confidential material redacted and filed separately with to which the Securities and Exchange CommissionTransition Committee is not able to reach a decision.

TRANSITION COMMITTEE. From 3.1. The Parties recognize that Éxito and CBD also share other agreements and services, that shall be duly identified under the Date terms of Execution until this clause. 3.2. The Parties agree to negotiate jointly and in the Date most collaborative manners to (i) identify all agreements in which both CBD and Éxito are parties (“Shared Agreements”); (ii) amend, terminate and/or duplicate all Shared Agreements, in a way that, after duly amended or duplicated, such agreements bind CBD and Éxito individually toward the respective supplier; (iii) organize and implement new internal procedures, systems, tools and policies compatible with any new solution presented by the suppliers of Mergerthe Shared Agreements or whoever is hired to substitute them. 3.2.1. Any and every cost and expense incurred by the Parties for the amendment, AZUL termination or duplication of the Shared Agreements, including fines due to its early termination, shall be divided equally by the Parties. The costs incurred by the Parties with negotiations handled directly by it with the supplier shall be of exclusive responsibility of such Party. 3.3. In order to allow the follow up of all Shared Agreements and TRIP shall form organization of all necessary acts to terminate them, the Parties agree on creating a transition committeeTransition Committee, composed of by 3 members being appointed by CBD, and 3 members being appointed by Éxito including at least [*****one] (the “Transition Committee”), being the Chairman member of the Transition Committee appointed by [*****] The Transition Committee shall legal and sales’ teams of CBD and Éxito (it being understood that from time to time each Party may designate one or more subject-matter experts to attend any meeting of the committee as may be responsible for implementing all reasonably necessary managerial premises to prepare and measures (including those requested for implement the purposes of compliance with the provisions of Sections 9.5 and 9.6 purpose of this Agreement), necessary for AZUL and TRIP to benefit from shall meet at least [monthly] during the synergies arising out term of the Transaction, it being this Agreement or as otherwise agreed that all resolutions shall be passed based on unanimity. During the operation of the Transition Committee, AZUL Holding and TRIP will maintain their operational and managerial independence, and synergies and cost reductions eventually provided by the Transaction shall only occur subject to the unanimous decision of the Transition CommitteeParties. The Transition Committee shall be extinct by mutual agreement matters discussed in all meeting of the Parties or on the date on which the Airline Approval Certificate of TRIP or AZUL is cancelled. 4.2.1. After the Date of Merger, the Transition Committee shall continue to be comprised of [*****], and shall continue being responsible for implementing all necessary managerial premises and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement) to integrate the companies and benefit from the synergies and cost reductions provided by the Transaction. After the Date of Merger, the matters related to the Transition Committee shall be discussed formalized in writing and decided communicated by e-mail to all participants. 3.3.1. The Parties may request the majority participation of its members, and other areas in case of a deadlock, the [*****] shall have a casting vote. AZUL Holding, TRIP, and TRIP’s Shareholders shall take all actions necessary and sufficient (including, but not limited to, corporate related actionsTransition Committee, such as the approval by the general shareholders’ meetingIT, and/or the board of directors, as the case may be) for such decisions of the Transition Committee to be implemented as soon as possible. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commissionwhenever necessary.

TRANSITION COMMITTEE. From Prior to the Date of Execution until Effective Time, the Date of Merger, AZUL and TRIP Parties shall form establish a transition committee, composed of [*****] committee (the “"Transition Committee”)") that shall consist of an equal number of members designated by Emergent and Aptevo at all times, being with each Party having the Chairman of right to replace the Transition Committee appointed members delegated by [*****] it from time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Emergent and Aptevo (in a total number determined from time to time by the Parties). The Transition Committee shall be responsible for implementing monitoring and managing all necessary managerial premises and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement), necessary for AZUL and TRIP matters related to benefit from the synergies arising out any of the Transaction, it being agreed that all resolutions shall be passed based on unanimity. During the operation of the Transition Committee, AZUL Holding and TRIP will maintain their operational and managerial independence, and synergies and cost reductions eventually provided transactions contemplated by the Transaction shall only occur subject to the unanimous decision of the Transition Committeethis Agreement or any Ancillary Agreements. The Transition Committee shall have the authority to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be extinct described in any Ancillary Agreements, with each such subcommittee comprised of an equal number of members representing each Party, and each such subcommittee having such scope of responsibility as may be determined by mutual agreement of the Parties or on the date on which the Airline Approval Certificate of TRIP or AZUL is cancelled. 4.2.1. After the Date of Merger, the Transition Committee shall continue from time to be comprised time; (b) delegate to any such committee any of [*****]the powers of the Transition Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittees, and to modify or reverse any such delegations. The Transition Committee shall continue being responsible establish general procedures for implementing all necessary managerial premises managing the responsibilities delegated to it under this Section 2.14, and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement) may modify such procedures from time to integrate the companies and benefit from the synergies and cost reductions provided time. All decisions by the Transaction. After the Date of Merger, the matters related to the Transition Committee or any subcommittee thereof shall be discussed and decided by the effective only with majority of its membersapproval, and in case of a deadlock, the [*****] shall have a casting vote. AZUL Holding, TRIP, and TRIP’s Shareholders shall take all actions necessary and sufficient (including, but not limited to, corporate related actions, any such as approval must include the approval by the general shareholders’ meeting, and/or the board of directors, as the case may be) for such decisions at least one member of the Transition Committee designated by Emergent and at least one member of the Transition Committee designated by Aptevo. The Parties shall utilize the procedures set forth in Article VIII to be implemented resolve any matters as soon as possible. [*****] Confidential material redacted and filed separately with to which the Securities and Exchange CommissionTransition Committee is not able to reach a decision.

TRANSITION COMMITTEE. From (i) As promptly as practicable after the Signing Date of Execution until and to the Date of Mergerextent not prohibited by applicable Law, AZUL Vendor and TRIP Buyer shall form establish a transition committee, composed of [*****] committee (the “Transition Committee”), being the Chairman ) consisting of three (3) representatives designated by each of Vendor and Buyer. The activities of the Transition Committee appointed shall include, to the extent not prohibited by [*****] applicable Law, the development of and agreement on joint transition plans and key milestones in preparation for uninterrupted operation of the Business after the Closing Date and the effectiveness of the Transition Services Agreement, the facilitation of the transfer of information between the Parties, the facilitation of the joint planning and coordination of the Parties in connection with Business separation and stand-up activities and such other matters as the Transition Committee deems appropriate. At all times after the date of this Agreement until the Closing (or the earlier termination of this Agreement as provided in Article 10), there shall be three (3) representatives of Buyer on the Transition Committee that shall be designated by Buyer as the primary contact person for Vendor at Buyer (the “Buyer Contacts”) and three (3) representatives of Vendor on the Transition Committee that shall be designated by Vendor as the primary contact person for Buyer at Vendor (the “Vendor Contacts”). The Buyer Contacts shall initially be the individuals set forth on Section 8.7 of the Buyer Disclosure Schedule (and may be changed from time to time by written notice from Buyer to Vendor) and the Vendor Contacts shall initially be the individuals set forth on Section 8.7 of the Vendor Disclosure Schedule (and may be changed from time to time by written notice from Vendor to Buyer). The Transition Committee shall: (i) meet on a regular basis (at least once per month) to facilitate the sharing of information concerning the Parties’ respective separation and transition plans (e.g., cutovers); (ii) determine (and Vendor shall be responsible provide) such information regarding the Vendor's and its Affiliates’ information technology and data systems as is reasonably required for implementing all necessary managerial premises Buyer's planning purposes; and measures (including those requested for iii) establish a separation plan with milestones in order to assess the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement), necessary for AZUL and TRIP to benefit from the synergies arising out ability of the TransactionBusiness to operate without interruption after the Closing Date and, it being agreed that all resolutions shall be passed based on unanimity. During to the operation of extent any currently provided and necessary functionality not included as a service under the Transition CommitteeServices Agreement is not functionally established prior to Closing, AZUL Holding and TRIP will maintain their operational and managerial independence, and synergies and cost reductions eventually provided by the Transaction shall only occur subject to the unanimous decision of the Transition Committeecoordinate its addition as an omitted service thereunder. The Transition Committee shall establish an organization structure to support Separation activities to be extinct by mutual agreement of undertaken in connection with the Parties or on the date on which the Airline Approval Certificate of TRIP or AZUL is cancelledSeparation. 4.2.1. After (ii) To the Date of Merger, extent the Transition Committee shall continue to be comprised of [*****], hereunder or as established under the Transition Services Agreement identifies any Intellectual Property owned by Vendor or any other Excluded AltaGas Affiliate that is used in and shall continue being responsible for implementing all necessary managerial premises and measures (including those requested for the purposes ongoing operation of compliance with the provisions Business, Buyer may request that Vendor grant a license in such Intellectual Property effective upon Closing and Vendor shall, acting reasonably and in good faith, consider such request and, provided it agrees such Intellectual Property is required by Buyer or any of Sections 9.5 and 9.6 the Conveyed Entities for the ongoing operation of this Agreement) to integrate the companies and benefit from the synergies and cost reductions provided by the Transaction. After the Date of MergerBusiness, it shall procure, effective upon Closing, the matters related grant by each of the applicable Excluded AltaGas Affiliates that owns such Intellectual Property a non-exclusive, perpetual, worldwide, assignable, royalty-free license (with right to sublicense) in such Intellectual Property to the Transition Committee shall be discussed and decided by the majority of its members, and in case of a deadlock, the [*****] shall have a casting vote. AZUL Holding, TRIP, and TRIP’s Shareholders shall take all actions necessary and sufficient (including, but not limited to, corporate related actions, applicable Conveyed Entities that require such as the approval by the general shareholders’ meeting, and/or the board of directors, as the case may be) for such decisions of the Transition Committee to be implemented as soon as possible. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commissionlicense.

TRANSITION COMMITTEE. From Immediately upon the Date execution of Execution until this --------------------- Agreement, the Date Seller shall designate certain of Mergerits respective employees as "Liaisons." During the period from the date of this Agreement to the Effective -------- Time, AZUL the Seller's Liaisons will (a) confer on a regular and TRIP continued basis with representatives of the Buyer to report on (i) the general status of the ongoing operations of the Seller and its subsidiaries, (ii) the status of, and the action proposed to be taken with respect to, those loans held by the Seller or any of its subsidiaries which, either individually or in combination with one or more other loans to the same borrower thereunder, have an aggregate outstanding principal amount of $750,000 or more and are classified or non-performing assets, (iii) the status of, and the action proposed to be taken with respect to, foreclosed property and OREO and (iv) the status of the development and implementation of a system conversion plan, which shall form begin promptly after the date hereof, and (b) communicate with respect to the manner in which the business of the Seller and its subsidiaries are conducted and the disposition of certain assets after the Effective Time, the type and mix of products and services, personnel matters, branch alignment, branch closings, the granting of credit, and problem loan management, reserve adequacy and accounting. In order to facilitate the foregoing, the Seller and the Buyer shall promptly establish a transition committee which will be led by a representative of the Buyer and which will meet on a regular basis to discuss these matters and may establish sub-committees from time-to-time to pursue various issues. In addition, during the period from the date of this Agreement to the Effective Time, within two (2) business days after the Seller Bank delivers to the members of any of its credit committees applicable information and reports for the next upcoming meeting of such committee, composed the Seller shall provide to a representative designated by the Buyer access to the same information and reports as are provided to the Seller Bank's credit committee members with respect to new loans or renewals thereof and extensions of [*****] (credit proposed to be made by the “Transition Committee”), being Seller Bank in excess of $750,000. The representative designated by the Chairman Buyer shall also be allowed to attend any of the Transition Committee appointed by [*****] The Transition Committee shall Seller Bank's credit committee meetings for all loans or loan renewals and be responsible for implementing all necessary managerial premises and measures (including those requested for a non-voting observer thereof. Moreover, to facilitate the purposes of compliance with the provisions of Sections 9.5 and 9.6 transactions contemplated herein, immediately upon execution of this Agreement), necessary for AZUL and TRIP to benefit from the synergies arising out of the Transaction, it being agreed that all resolutions shall be passed based on unanimity. During the operation of the Transition Committee, AZUL Holding and TRIP will maintain their operational and managerial independence, and synergies and cost reductions eventually provided by the Transaction shall only occur subject to the unanimous decision of the Transition Committee. The Transition Committee shall be extinct by mutual agreement of the Parties or on the date on which the Airline Approval Certificate of TRIP or AZUL is cancelled. 4.2.1. After the Date of Merger, the Transition Committee shall continue Seller will designate a Senior Vice President to be comprised of [*****], assist Buyer with interim operating and shall continue being responsible for implementing all necessary managerial premises and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement) to integrate the companies and benefit from the synergies and cost reductions provided by the Transaction. After the Date of Merger, the matters related to the Transition Committee shall be discussed and decided by the majority of its members, and in case of a deadlock, the [*****] shall have a casting vote. AZUL Holding, TRIP, and TRIP’s Shareholders shall take all actions necessary and sufficient (including, but not limited to, corporate related actions, such as the approval by the general shareholders’ meeting, and/or the board of directors, as the case may be) for such decisions of the Transition Committee to be implemented as soon as possible. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commissionconversion matters.

TRANSITION COMMITTEE. From the Date of Execution until the Date of Merger, AZUL and TRIP shall form a transition committee, composed of [*****] (the “Transition Committee”), being the Chairman of the Transition Committee appointed by [*****] ]. The Transition Committee shall be responsible for implementing all necessary managerial premises and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement), necessary for AZUL and TRIP to benefit from the synergies arising out of the Transaction, it being agreed that all resolutions shall be passed based on unanimity. During the operation of the Transition Committee, AZUL Holding and TRIP will maintain their operational and managerial independence, and synergies and cost reductions eventually provided by the Transaction shall only occur subject to the unanimous decision of the Transition Committee. The Transition Committee shall be extinct by mutual agreement of the Parties or on the date on which the Airline Approval Certificate of TRIP or AZUL is cancelled. 4.2.1. After the Date of Merger, the Transition Committee shall continue to be comprised of [*****], and shall continue being responsible for implementing all necessary managerial premises and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement) to integrate the companies and benefit from the synergies and cost reductions provided by the Transaction. After the Date of Merger, the matters related to the Transition Committee shall be discussed and decided by the majority of its members, and in case of a deadlock, the [*****] shall have a casting vote. AZUL Holding, TRIP, and TRIP’s Shareholders shall take all actions necessary and sufficient (including, but not limited to, corporate related actions, such as the approval by the general shareholders’ meeting, and/or the board of directors, as the case may be) for such decisions of the Transition Committee to be implemented as soon as possible. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.