AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2022 • Eve Holding, Inc. • Aircraft • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 9, 2022, is made and entered into by and among Eve Holding, Inc. (formerly known as Zanite Acquisition Corp.), a Delaware corporation (the “Company”), Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Embraer Aircraft Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Embraer S.A. (“EAH”), the executive officers and directors of the Company as of immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement and the other members of the Sponsor identified on the signature pages hereto (such executive officers, directors and members, collectively, the “Zanite Insiders” and, collectively with the Sponsor, EAH and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2022 • Eve Holding, Inc. • Aircraft • Florida
This Employment Agreement (this “Agreement”) is made and entered into as of September 14, 2021 (the “Effective Date”), by and among Embraer Aircraft Holding, Inc. (the “Company”), together with its respective subsidiaries, and, on and after the Closing Date (as defined below), Newco (as defined below), the “Company Group”) Embraer S.A. (“Embraer”) solely with respect to Section 11 hereof, and Gerard J. DeMuro (“Executive” and, together with the Company and Parent, the “Parties”).
TAX RECEIVABLE AGREEMENT between EVE HOLDING, INC. and EMBRAER AIRCRAFT HOLDING, INC. Dated as of May 9, 2022Tax Receivable Agreement • May 13th, 2022 • Eve Holding, Inc. • Aircraft • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of May 9, 2022, and is between Eve Holding, Inc., a Delaware corporation (“PubCo” or the “Corporate Taxpayer”), and Embraer Aircraft Holding, Inc., a Delaware corporation (“Eagle US” ).
TAX SHARING AGREEMENTTax Sharing Agreement • May 13th, 2022 • Eve Holding, Inc. • Aircraft • Delaware
This Tax Sharing Agreement (this “Agreement”) is made and entered into as of May 9, 2022, by and between EMBRAER AIRCRAFT HOLDING, INC., a Delaware corporation (“Embraer U.S.”), for and on behalf of itself and each Embraer U.S. Affiliate (as defined below), and EVE HOLDING, INC., a Delaware corporation (the “Company”), for and on behalf of itself and each Company Affiliate (as defined below).
STOCKHOLDERS AGREEMENTStockholders Agreement • May 13th, 2022 • Eve Holding, Inc. • Aircraft • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into as of May 9, 2022 (the “Effective Date”), by and among Eve Holding, Inc., a Delaware corporation (the “Company”), Embraer Aircraft Holding, Inc., a Delaware corporation (“EAH”), and, solely for purposes of Sections 2.1, 2.5(b), 2.10 and 4.4, Article VI and Article VIII, Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with Company and EAH, the “Parties”, and each a “Party”).
