DEPOSIT AGREEMENT by and among AZUL S.A. CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2017Deposit Agreement • February 6th, 2017 • Azul Sa • Air transportation, scheduled • New York
DEPOSIT AGREEMENT, dated as of , 20 , by and among (i) Azul S.A., a sociedade por ações organized under the laws of the Federative Republic of Brazil, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of August 3, 2016 among AZUL S.A. And THE SHAREHOLDERS NAMED HEREINRegistration Rights Agreement • February 6th, 2017 • Azul Sa • Air transportation, scheduled • New York
This Fifth Amended and Restated Registration Rights Agreement dated as of August 3, 2016 (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.
Form Of Shareholders’ AgreementShareholders’ Agreement • February 6th, 2017 • Azul Sa • Air transportation, scheduled
WHEREAS Calfinco and the Company entered into an Investment Agreement, dated as of June 26, 2015 (the “Calfinco Investment Agreement”), pursuant to which the Company agreed to issue and Calfinco agreed to subscribe for Class C Preferred Shares which were subsequently mandatorily converted into Class A Preferred Shares in connection with the IPO (as defined below) of the Company.
FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of August 3, 2016 among AZUL S.A. and THE SHAREHOLDERS NAMED HEREINShareholders Agreement • February 6th, 2017 • Azul Sa • Air transportation, scheduled
This Fifth Amended and Restated Shareholders Agreement dated as of August 3, 2016 (this “Agreement”) is among Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), and each of the Company’s shareholders holding common shares, preferred shares Class A, preferred shares Class C and preferred shares Class D (the “Shareholders”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
