THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among AZUL S.A. And THE SHAREHOLDERS NAMED HEREINRegistration Rights Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled • New York
This Third Amended and Restated Registration Rights Agreement dated as of December 23, 2013 (this “Agreement”) is by and among Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), and each of the Company’s shareholders identified on a signature page hereto (collectively, the “Shareholders”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Agreement for Commercial Purchase and Sale and Other Covenants • October 30th, 2014 • Azul Sa • Air transportation, scheduled • Rio de Janeiro
PETROBRAS DISTRIBUIDORA S.A., with corporate taxpayer ID number [CNPJ] 34.274.233/0001-02, with its-office in the city of Rio de Janeiro, state of Rio de Janeiro, at Rua General Canabarro 500, Ground Floor, 6th and 11th floors (partial), 12th through 16th floors, represented here by its President, Mr. José Lima de Andrade Neto, bearer of drivers license number 26703881-8 – DETRAN/RJ and personal taxpayer ID number [CPF] 102.994.085-15, and by its Consumer Market Officer, Mr. Andurte de Barros Filho, bearer of ID card number 49570D CREA-RJ and personal taxpayer ID number [CPF] 514.048.857-49, from here onwards referred to as “BR,” and, on the other side,
CLASS B SHAREHOLDERS AGREEMENT dated as of December 23, 2013 among THE SHAREHOLDERS NAMED HEREIN And AZUL S.A. As intervening and consenting partyClass B Shareholders Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled
This Class B Shareholders’ Agreement dated as December 23, 2013 (this “Agreement”) is by and among each of the Company’s Class A Shareholders, Class B Shareholders and Common Shareholders (each as defined below) identified on a signature page hereto, which together constitute all of the shareholders of the outstanding capital securities of the Company as of the date hereof (collectively the “Shareholders”) and Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), as a consenting and intervening party. Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Purchase Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled
THIS AGREEMENT IS ENTERED INTO THIS 11TH DAY OF MARCH 2008, BY AND BETWEEN EMBRAER - EMPRESA BRASILEIRA DE AERONÁUTICA S.A. AND CANELA INVESTMENTS LLC, FOR THE PURCHASE AND SALE OF EMBRAER AIRCRAFT.
SHAREHOLDERS’ AGREEMENT by and among, on one side, TRIP PARTICIPAÇÕES S.A., TRIP INVESTIMENTOS LTDA., and and RIO NOVO LOCAÇÕES LTDA. and, on the other side, DAVID GARY NEELEMAN and as intervening and consenting party, AZUL S.A. DATED November 20, 2012Shareholders Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled
WHEREAS on May 25 2012, the TRIP’s Shareholders and Neeleman, among other parties, entered into an Investment Agreement (“Investment Agreement”) through which they have established the general process of incorporation of the totality of shares issued by TRIP Linhas Aéreas S.A. (“TRIP”) into the Company, with the subsequent subscription of new shares issued by the Company by the Shareholders of TRIP, with no extinction of TRIP, pursuant to terms of Article 252 of Federal Law No. 6,404 dated December 15, 1976 (as amended from time to time, “Corporations Law”) (“Merger of Shares”).
Memorandum of Understanding - LEAP-1A -Memorandum of Understanding • October 30th, 2014 • Azul Sa • Air transportation, scheduled
This Memorandum of Agreement (“MOU”) is made by and between CFM International Inc. (“CFM”) and AZUL Linhas Aéreas Brasileiras S.A. (“Airline”) on the 11 of June, 2014 (each a “Party” and collectively referred to herein as “Parties”) with reference to the following background.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Global Maintenance Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled • New York
AVIONS DE TRANSPORT REGIONAL, G.I.E., a French groupement d’intérêt économique established under articles L.251-1 to L251-23 of the French Commercial Code, whose registered office is at 1 allée Pierre Nadot, 31712 Blagnac, France identified under Corporate and Trade Register of Toulouse number 323 932 236,
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Stock Option Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Sale and Purchase Contract • October 30th, 2014 • Azul Sa • Air transportation, scheduled • New York
Buyer shall however be waived from any charge (either pursuant to B or D) above until [*****] after delivery of the last Firm Aircraft. For avoidance of doubt, any Option Aircraft or Additional Aircraft (as applicable) exercise pursuant to Appendices N (Option Aircraft) and O (Additional Aircraft) hereto will extend accordingly this [*****]
OnPointsm Solutions RATE PER ENGINE FLIGHT HOUR ENGINE SERVICES AGREEMENT BETWEEN GE Engine Services, Inc. and GE Celma Ltda. And Azul Linhas Aereas Brasileiras S.A. Agreement Number: 1-1373258434 Dated: September 25 2009 This proposed Agreement will...Engine Services Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled • New York
THIS ENGINE SERVICES AGREEMENT is made and is effective as of September 25, 2009 (the “Effective Date”) by and between Azul Linhas Aereas Brasileiras S.A., having its principal place of business at Alameda Surubiju n° 2010, Alphaville Industrial, Barueri - SP, CEP 06455-040, Brazil 0 Brazil (“Customer”) and GE Engine Services, Inc., having its principal place of business at One Neumann Way, Cincinnati, Ohio 45215 and GE Celma Ltda. (“GE Celma”), having its principal place of business at Rua Alice Herve 356, Petropolis, 25669-900, Brazil (jointly referred to as “GE”) (either a “Party” or collectively, the “Parties”).
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of November 20, 2012 among AZUL S.A. and THE SHAREHOLDERS NAMED HEREINShareholder Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled
This Third Amended and Restated Shareholders Agreement dated as of November 20, 2012 (this “Agreement”) is among Azul S.A., a Brazilian corporation (sociedade anônima) f/k/a Saleb II Participações S.A. (the “Company”), and each of the Company’s shareholders (the “Shareholders”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Investment Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled
WHEREAS, on May 25, 2012, the Parties and the Intervening and Consenting Parties executed the Investment Agreement (“Agreement”), in order to determine, subject to the terms and conditions set forth in the Agreement, the merger of all TRIP’s Shares into AZUL Holding (as provided for in the Agreement), and subsequently delivering newly issued shares of AZUL Holding to TRIP’s Shareholders, without causing the winding up of TRIP, pursuant to the provisions of article 252 of Law No. 6,404, dated December 15, 1976,
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...General Terms Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled • New York
THIS GENERAL TERMS AGREEMENT NO. [GE-1-1190636254] (hereinafter referred to as this “Agreement”), dated as of the 25th day of September, 2008, by and between General Electric Company, a corporation organized under the law of the State of New York, U.S.A., (including it’s successors and assigns), acting through its GE-Aviation business unit located in Evendale, Ohio, U.S.A. (hereinafter referred to as “GE”), GE Engine Services Distribution, LLC, a Delaware limited liability company having its principal office at One Neumann Way MD 111, Cincinnati, Ohio 45215 (hereinafter referred to as “GE-LLC”) and Canela Investments LLC, a limited liability company organized under the law of Delaware (hereinafter referred to as “Airline”). GE, GE-LLC and Airline are also referred to in this Agreement as the “Parties” or individually as a “Party”.
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Agreement for Commercial Purchase and Sale and Other Covenants • October 30th, 2014 • Azul Sa • Air transportation, scheduled • São Paulo
PETROBRAS DISTRIBUIDORA S.A., with its head office at Rua General Canabarro 500, 11th floor, Wing D, Rio de Janeiro, RJ, with corporate taxpayer ID number [CNPJ] 34.274.233/0001-02, represented here by its Aviation Products Executive Manager, Mr. Francelino da Silva Paes, and by its Airline Marketing Manager, Mr. Cláudio Dissenha Portes, from here onwards referred to as “BR,” and, on the other side,
